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21
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:
OCC Cash Reserves, Inc.
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
Primary Portfolio California Municipal Portfolio
Government Portfolio New York Municipal Portfolio
General Municipal Portfolio
______________________________________________________________________________
3. Investment Company Act File Number: 811-5731
Securities Act File Number: 33-29070
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
November 30, 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:
/ /
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
______________________________________________________________________________
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:
N/A
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
N/A
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
11,791,409,321 $11,791,409,321
_____________________________________________________________________________
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22
______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
11,791,409,321 $11,791,409,321
______________________________________________________________________________
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):
86,492,963 $86,492,963
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during +11,791,409,321
the fiscal year in reliance on rule 24f-2 ___________________
(from Item 10):
(ii) Aggregate price of shares issued in connection +86,492,963
with dividend reinvestment plans (from Item 11, ___________________
if applicable):
(iii) Aggregate price of shares redeemed or repurchased -11,852,462,683
during the fiscal year (if applicable): ___________________
(iv) Aggregate price of shares redeemed or repurchased + NONE
and previously applied as a reduction to filing ___________________
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued 25,439,601
during the fiscal year in reliance on rule 24f-2 ___________________
line (i), plus line (ii), less line (iii), plus
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the x 1/33 of 1%
Securities Act of 1933 or other applicable law or ___________________
regulation (see instruction C.8):
(vii) Fee due (line (i) or line (v) multiplied by $7,708.97
line (vi)): ___________________
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See Instruction C.3.
_______________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
January 15,1997
_______________________________________________________________________________
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/ Deborah Kaback
-----------------------------------------------
Deborah Kaback, Secretary
-----------------------------------------------
Date 1/16/97
------------------------
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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[LETTERHEAD]
January 17, 1997
OCC Cash Reserves, Inc.
One World Financial Center
New York, New York 10281
Ladies and Gentlemen:
In connection with the public offering of shares of Capital Stock, par
value $.0001 per share, of the Primary, Government, General Municipal,
California Municipal and New York Municipal Portfolios, series of OCC Cash
Reserves, Inc. (the "Fund"), I have examined such corporate records and
documents and have made such further investigation and examination as I
deemed necessary for the purpose of this opinion.
It is my opinion that the shares of Capital Stock, the registration of
which is made definite by the accompanying Form 24F-2 Notice of the Fund,
were legally issued, fully paid and non-assessable by the Fund.
I hereby consent to the filing of this opinion with said Form 24F-2.
Very truly yours,
/s/ Thomas E. Duggan
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Thomas E. Duggan
