U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1 Name and Address of Issuer:
Princor Tax-Exempt Cash Management Fund, Inc.
The Principal Financial Group
Des Moines, IA 50392-0200
2 Name of each series or class of funds for which this notice is filed:
Class A and Class B Shares
3 Investment Company Act File Number: 811-05548
Securities Act File Number: 33-21710
4 Last day of fiscal year for which this notice if filed: October 31, 1996
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:
N/A
6 Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (See instruction A.6):
N/A
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
8 Number and amount of securities registered during the fiscal year other
than pursuant to 24f-2:
None
9 Number and aggregate sale price of securities sold during the fiscal year:
399,521,182 Common Stock $399,521,182
10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
399,521,182 Common Stock $399,521,182
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):
Included in response to Item 9.
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): $399,521,182
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 0
(iii)Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): 399,521,182
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filling fees pursuant to rule 24e-2 (if
applicable): 0
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 {line (i), plus line (ii), less line
(iii), plus line (iv)} (if applicable): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation: 1 / 3300
(vii) Fee Due: $0.00
13 Check box if fees are being remitted to the Commission's lockbox as
described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a)
N/A
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
N/A
Signature
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated:
Princor Tax-Exempt Cash Management Fund, Inc.
By A.S. Filean
-----------------------------------------
A.S. Filean, Vice President and Secretary
Attest:
By E.H.Gillum
-----------------------------------------
E.H. Gillum
Assistant Secretary
<PAGE>
December 11, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re Princor Tax-Exempt Cash Management Fund, Inc.
In my capacity as Counsel of Princor Tax-Exempt Cash Management Fund, Inc.
("the Fund"), I have supervised the preparation of the Rule 24f-2 Notice for
the Fund under the Investment Company Act of 1940 and have reviewed the
legality of the securities which are to be registered thereunder. Based upon
examination of such corporate records and matters of fact and law as deemed
necessary, I am of the opinion that such securities were legally issued,
fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Rule 24f-2
Notice for the Fund und the Investment Company Act of 1940.
Sincerely
Michael D. Roughton
Michael D. Roughton
Counsel
MDR/sl
