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, 2000.
(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):
$17,023,284,875
(ii) Aggregate price of securities
redeemed or
repurchased during the fiscal year
(if applicable):
$17,161,183,973
(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)].
$17,161,183,973
(v) Net sales - If item 5(i)is greater
than Item 5 (iv) [subtract item
5(iv)
from item 5(i).
$ 0
(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)] $137,899,098
(vii) Multiplier for determining
registration
fee. (See instruction C.9):
X .000264
(viii) Registration fee due [multiply
item
5(v) by item 5 (vii)] enter "0" if
no fee is due.
=$ 0
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): $ 0
8. Total amount of the registration fee due
plus any interest due [line 5(viii) plus
line 7]:
= $ 0
9. Date the registration fee and any interest
payment was sent to the Commission's
lockbox
depository: N/A
Method of Delivery:
[ ] 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
Secretary
Date: June 19, 2000
T:\Cluster2\24F-2\PILP\3-31-00.NOT
