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., 100 Mulberry Street, Gateway
Center Three, Newark, NJ 07102-4077.
2. Name of each series or class of securities for which
this Form is filed (If the Form is being filed for all series
and classes of securities of the issuer, check the box but do
not list series or classes):
[X]
3. Investment Company Act File Number: 811-5336.
Securities Act File Number: 33-17224.
4(a).Last day of fiscal year for which this notice is filed:
March 31, 1998.
(b).[ ] Check box if this Form is being filed late (i.e.
more than 90 calendar days after the end of the
issuer's fiscal year). (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid
on the registration fee due.
4(c).[ ] Check box if this is the last time the issuer will
be filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24(f): $8,180,632,195
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year
(if applicable): $7,607,469,838
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal
year ending no earlier than October
11,1995 that were not previously used
to reduce registration fees payable to
the Commission. $ 0
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)].
$7,607,469,838
(v) Net sales - If item 5(i)is greater
than Item 5 (iv) [subtract item 5(iv)
from item 5(i). $573,162,357
(vi) Redemption credits available for use
in future years.
-if item 5(i)is less than item 5(iv)
[subtract item 5(i)from item (5(iv)] $ 0
(vii) Multiplier for determining registration
fee. (See instruction C.9): X .000295
(viii) Registration fee due [multiply item
5(v) by item 5 (vii)] enter "0" if
no fee is due. =$169,082.90
6. Prepaid Shares
If the response to item 5(i) was determined by
deducting an amount of securities that were registered
under the Securities Act of 1933 pursuant to rule 24e-2
as in effect before October 11, 1997, then report the
amount of securities (number of shares or other units)
deducted here: 0 . If there is a number of
shares or other units that were registered pursuant to
rule 24e-2 remaining unsold at the end of the fiscal
year for which this form is filed that are available
for use by the issuer in future fiscal years, then
state that number here: 0 .
7. Interest due - if this Form is being filed
more than 90 days after the end of the
issuer's fiscal year (See Instruction D): +$ -
8. Total amount of the registration fee due
plus any interest due [line 5(viii) plus
line 7]: =$169,082.90
9. Date the registration fee and any interest
payment was sent to the Commission's lockbox
depository: June 24, 1998
Method of Delivery:
[X] Wire Transfer
[ ] Mail or other means
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.
By (Signature and Title) /s/ Robert C. Rosselot
Robert C. Rosselot
Assistant Secretary
Date: June 25, 1998
T:\MOSTERBE\24F-2\PILP\3-31-98.NOT.doc
PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, NJ 07102-4077
June
25, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Form 24f-2 for Prudential Institutional
Liquidity Portfolio, Inc.
File Nos. 33-17224 and 811-5336
On behalf of Prudential Institutional
Liquidity Portfolio, Inc., enclosed for filing
under the Investment Company Act of 1940 is one
copy of Form 24f-2. This document has been filed
using the EDGAR system. Should you have any
questions, please contact me at (973) 367-3028.
Very truly
yours,
/s/ Robert C.
Rosselot
Robert C.
Rosselot
Assistant
Secretary
Enclosures
