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:
Principal Tax-Exempt Cash Management Fund, Inc.
Principal Financial Group
Des Moines, IA 50392-0200
2 The 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
issues, check the box but do not list series or classes):
X
3 Investment Company Act File Number: 811-05548
Securities Act File Number: 33-21710
4a Last day of fiscal year for which this notice if filed:
October 31, 1998
4b Check this 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)
N/A
Note: If the Form is being filed late, interest must be paid on
the registration fee due.
4c Check box if this is the last time the issuer will be filing this Form.
N/A
5 Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2:
$194,558,687
(ii) Aggregate price of shares redeemed or repurchased during the fiscal
year:
267,185,147
(iii)Aggregate price of shares 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)]:
267,185,147
(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(iv) from Item 5(i)]"
(72,626,460)
(vii)Multiplier for determining registration fee (See Instruction c.9):
0.000278
(viii) Registration fee due [Multiply Item 5(v) by Item 5(vii)] (enter "0"
if no fee is due):
0.00
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 [effective date of rescisision
of rule 24e-2], then report the amount of securities (number of shares or
other units) deducted here: ____________. 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 the number here:
(72,626,460)
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 of the amount of the registration fee due plus any interest due [line
5(viii) plus line 7]:
0.00
9 Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
N/A
Method of Delivery:
N/A Wire Transfer
N/A Mail or other means
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:
Principal Tax-Exempt Cash Management Fund, Inc.
/S/ A. S. FILEAN
By -----------------------------------
A.S. Filean, Vice President
and Secretary
Date: 29th day of January, 1999
