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PCS CASH FUND, INC.
(THE "COMPANY")
PCS MONEY MARKET PORTFOLIO
PCS GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
PCS TAX-FREE MONEY MARKET PORTFOLIO
(EACH, A "PCS PORTFOLIO")
SUPPLEMENT DATED SEPTEMBER 11, 1996
TO PROSPECTUS DATED NOVEMBER 1, 1995
(AS SUPPLEMENTED TO DATE)
The disclosure in the Prospectus of the Company dated November 1, 1995 is
amended and supplemented by the following:
On August 23, 1996, at a Special Meeting of Shareholders, the shareholders
of the PCS Money Market Portfolio approved an Agreement and Plan of
Reorganization and Liquidation between the Company, on behalf of the PCS Money
Market Portfolio, and the Morgan Stanley Fund, Inc., on behalf of the Morgan
Stanley Money Market Fund.
At the same Special Meeting of Shareholders, the shareholders of the PCS
Government Obligations Money Market Portfolio approved an Agreement and Plan of
Reorganization and Liquidation between the Company, on behalf of the PCS
Government Obligations Money Market Portfolio, and the Morgan Stanley Fund,
Inc., on behalf of the Morgan Stanley Government Obligations Money Market Fund.
There was not a similar meeting for the shareholders of the PCS Tax-Free
Money Market Portfolio, because it has not commenced operations and it has no
shareholders.
Based on the shareholder approval, the Agreement and Plan of Reorganization
and Liquidation will be executed with respect to the PCS Money Market and PCS
Government Obligations Money Market Portfolios (the "PCS Portfolios") and the
reorganization is expected to occur on or about September 25, 1996. Upon the
reorganization: (1) shareholders of the PCS Money Market Portfolio will become
shareholders of the Morgan Stanley Money Market Fund; (2) shareholders of the
PCS Government Obligations Money Market Portfolio will become shareholders of
the Morgan Stanley Government Obligations Money Market Fund; (3) each
shareholder of the PCS Portfolios will receive shares of the Morgan Stanley
Money Market Fund or Morgan Stanley Government Obligations Money Market Fund
that correspond to such shareholder's PCS Portfolio and that are equal in number
and value to the number and value of the PCS Portfolio shares held by each such
shareholder immediately prior to the reorganization; and (4) Morgan Stanley
Fund, Inc., will send each shareholder a prospectus relating to the Morgan
Stanley Money Market, Morgan Stanley Government Obligations Money Market and
Morgan Stanley Tax-Free Money Market Funds.
PLEASE RETAIN THIS SUPPLEMENT
FOR FUTURE REFERENCE
