U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Prudential Institutional
Liquidity Portfolio, Inc., Gateway Center Three, 100
Mulberry Street, Newark, NJ 07102-4077.
2. Name of each series or class of funds for which this
notice is filed: Institutional Money Market Series.
3. Investment Company Act File Number: 811-5336.
Securities Act File Number: 33-17224.
4. Last day of fiscal year for which this notice is filed:
March 31, 1997.
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close
of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
7. Number and amount of securities of the same class or
series which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a
prior fiscal year, but which remained unsold at the
beginning of the fiscal year: None /$ 0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
35,676,782 /$35,676,782
9. Number and aggregate sale price of securities sold
during the fiscal year: 2,069,514,477/$2,069,514,477
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 2,069,514,477/$2,069,514,477
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see instruction B.7):
21,346,132 /$21,346,132
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 10): $2,069,514,477
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$21,346,132
iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$2,053,657,829
(iv) Aggregate price of shares redeemed or
repurchased and previously applied
as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): (35,676,782)
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $1,526,498
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): X 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 462.58
Instructions: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a).
[X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/ S. Jane Rose
By S. Jane Rose, Secretary
Date: May 27, 1997
PILP/24F-596.NOT
PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO,INC.
Gateway Center Three, 9th Floor
100 Mulberry Street
Newark, New Jersey 07102-4077
May 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Prudential Institutional Liquidity Portfolio,Inc.
File Nos. 33-17224 and 811-5336
Ladies and Gentlemen:
On behalf of Prudential Institutional Liquidity Portfolio, Inc. enclosed
for filing, under the Investment Company Act of 1940, are:
(1) the Form 24f-2 for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed electronically via the EDGAR System.
If you have any questions relating to the foregoing, please call the
undersigned at (201) 367-7530.
Yours truly,
/s/S.Jane Rose
S. Jane Rose
Secretary
Enclosures
PILP/24F2-97.LTR
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<S> <C>
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC) 125 Broad Street,
New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK ------------
- --------
FACSIMILE: (212) 558-3588 (125 Broad Street) 375 PARK AVENUE,
NEW YORK 10152
(212) 558-3792 (250 Park Avenue) 1701 PENNSYLVANIA AVE, N.W.
WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET,
LOS ANGELES 90071-2901
8, PLACE
VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a
IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS
STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME,
CHIYODA-KU, TOKYO 100
NINE QUEEN'S ROAD,
CENTRAL, HONG KONG
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May 21, 1997
Prudential Institutional Liquidity
Portfolio, Inc.,
Gateway Center Three,
100 Mulberry Street,
Newark, New Jersey 07102-4077.
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of 1940
with respect to 2,069,514,477 shares of your Common Stock, $.001 par value (the
"Shares"), of your Institutional Money Market Series (the "Institutional Money
Market Shares").
As your counsel, we are familiar with your organization and corporate
status and the validity of your Common Stock.
We advise you that, in our opinion, the Institutional Money Market
Shares are legally and validly issued, fully paid and nonassessable.
<PAGE>
Prudential Institutional Liquidity
Portfolio, Inc. -2-
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Laws of the State of Maryland, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, your officers and other sources believed by us to be
responsible.
We consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the notice referred to above. In giving
such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
