IMPORTANT NOTICE
PLEASE READ IMMEDIATELY

                                
                PACIFIC CAPITAL CASH ASSETS TRUST

      380 Madison Avenue, Suite 2300, New York, N.Y. 10017


                   NOTICE OF ANNUAL MEETING OF
                     SHAREHOLDERS TO BE HELD
                        on March 27, 1997

TO OUR SHAREHOLDERS:

     The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Pacific Capital Cash Assets Trust
(the "Trust") will be held:
      
Place:         (a)  at the offices of the Trust
                    380 Madison Avenue 
                    Suite 2300 
                    New York, NY 10017 
                    
Time:          (b)  on March 27, 1997
                    at 10:00 a.m., local time;

Purposes:      (c)  for the following purposes:

                         (i) to elect eleven Trustees; each
                         Trustee elected will hold office until
                         the next annual meeting of the Trust's
                         shareholders or until his or her
                         successor is duly elected;

                         (ii) to ratify (that is, to approve) or
                         reject the selection of KPMG Peat Marwick
                         LLP as the Trust's independent auditors
                         for the fiscal year ending March 31, 1997
                         (Proposal No. 1); and




PLEASE NOTE:
If you do not expect to attend the Meeting, you are requested to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying stamped envelope. To avoid
unnecessary expense to the Trust, your cooperation is requested in
mailing in your proxy no matter how large or small your holding may
be.





                         (iii) to act upon any other matters which
                         may properly come before the Meeting at
                         the scheduled time and place or any
                         adjourned meeting or meetings.     

Who Can 
Vote What
Shares:        (d)       To vote at the Meeting, you must have
                         been a shareholder of the Trust's
                         Original Share Class or the Trust's
                         Service Share Class on the Trust's
                         records at the close of business on
                         January 17, 1997 (the "record date").
                         Also, the number of shares held by you
                         according to such records at the close of
                         business on the record date determines
                         the number of shares you may vote at the
                         Meeting (or any adjourned meeting or
                         meetings).




               By Order of the Board of Trustees,


                       EDWARD M. W. HINES
                            Secretary



February 20, 1997



                                
                                 (ii)





               PACIFIC CAPITAL CASH ASSETS TRUST 

    380 Madison Avenue, Suite 2300, New York, New York 10017

                         PROXY STATEMENT


                          INTRODUCTION

     The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Pacific Capital Cash Assets
Trust (the "Trust"). The purpose of this proxy statement (all the
rest of this document) is to give you information on which you may
base your decisions as to the choices, if any, you make on the
enclosed proxy card.

     A copy of the Trust's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Trust's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-228-7496 toll-free or 212-697-6666.

      The Trust's organizer and administrator (the "Administrator")
is Aquila Management Corporation, 380 Madison Avenue, Suite 2300,
New York, NY 10017. The Trust's principal underwriter (the
"Distributor") is Aquila Distributors, Inc., 380 Madison Avenue,
Suite 2300, New York, NY 10017. Hawaiian Trust Company, Limited,
Financial Plaza of the Pacific, P.O. Box 3170 Honolulu, Hawaii
96802 serves as the Trust's Investment Adviser.

     This Notice and Proxy Statement are first being mailed on or
about February 20, 1997. 

     Cash Assets Trust, a Massachusetts business trust, is a
professionally managed, open-end investment company consisting of
three separate funds or portfolios: Pacific Capital Cash Assets
Trust ("CAT" or the "Trust"), Pacific Capital Tax-Free Cash Assets
Trust ("TFCAT") and Pacific Capital U.S. Treasuries Cash Assets
Trust ("USTCAT"). In this Proxy Statement "Business Trust" means
Cash Assets Trust, the business trust, "Funds" means the three
portfolios of the Business Trust including the Trust and the
"Trust" means the Portfolio, Pacific Capital Cash Assets Trust.
There are two classes of shares of each of the Funds: "Service
Shares" and "Original Shares."

     The enclosed proxy card authorizes the persons named (or their
substitutes) to vote your shares; the Trust calls these persons the
"proxy holders." As to the election of Trustees you may authorize
the proxy holders to vote your shares for the entire slate
indicated below by marking the appropriate box on the proxy card or
by merely signing and returning your proxy card with no
instructions. Or, you may withhold the authority of the proxy
holders to vote on the election of Trustees by marking the
appropriate box. Also, you may withhold that authority as to any
particular nominee by striking a line through the nominee's name on
the proxy card.

     As to the other matter listed on the proxy card, you may
direct the proxy holders to vote your shares on that proposal by
checking the appropriate box "For" or "Against" or instruct them
not to vote your shares on a proposal by checking the "Abstain"
box. If you return your signed proxy card and do not check any box
on a proposal, the proxy holders will vote your shares for that
proposal. Shares held by brokers in "street name" and not voted or
marked as abstentions will not be counted for purposes of
determining a quorum.

     You may end the power of the proxy holders to vote your shares
after you have signed and returned your proxy card and before the
power is used by (i) so notifying the Trust in writing; (ii)
signing a new and different proxy card (if the Trust receives it
before the old one is used); or (iii) voting your shares in person
or by your duly appointed agent at the meeting.

     The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxy cards
("proxies") to be used at the Annual Meeting to be held at the time
and place and for the purposes indicated in the Notice or any
adjourned meeting or meetings. The Trust pays the costs of the
solicitation. Proxies are being solicited by the use of the mails;
they may also be solicited by telephone, facsimile and personal
interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the
Trust's shares so that these owners may authorize the voting of
these shares. The Trust will pay these firms for their
out-of-pocket expenses for doing so.

     Each shareholder of the Business Trust on the record date is
entitled to one (1) vote for each dollar (and a proportionate
fractional vote for each fraction of a dollar) of net asset value
(determined as of the record date) represented by full and
fractional shares held on the record date. The meeting will act
upon matters that affect the Business Trust as a whole: the
election of Trustees and the action on the selection of auditors
(Proposal No. 1). On matters that affect the Business Trust as a
whole, all shareholders of the Business Trust, including the
shareholders both classes of the Trust and both classes of the
other two Portfolios, are entitled to vote at the meeting. 

     On January 17, 1997 the total number of shares outstanding for
the Business Trust as a whole, and for each of the three Funds, was
as set forth in the table on Exhibit A to this Proxy Statement.
Also listed on Exhibit A are the names and addresses of the holders
as of that date of more than 5% of the outstanding shares of the
Business Trust and of each Fund. Shareholdings are in the names of
the holders listed, unless stated to be in the name of a nominee.

                      ELECTION OF TRUSTEES

     At the Meeting, eleven Trustees are to be elected. Whenever it
is stated in this Proxy Statement that a matter is to be acted on
at the Meeting, this means the Meeting held at the scheduled time
or any adjourned meeting or meetings.

     Each Trustee elected will serve until the next annual meeting
or until his or her successor is duly elected. The nominees
selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can instruct the
proxy holders as to the voting of your shares as to the election of
Trustees.

     Each of the nominees is presently a Trustee and was previously
elected by the shareholders. Messrs. Gushman, Hong, Okata and
Stender were elected by the shareholders on March 31, 1993. Each of
the other nominees has been a Trustee since the beginning of the
Trust's operations in 1984, except for Mr. Carlson, who was
originally elected a Trustee at a meeting of the Board of Trustees
held on October 19, 1987, Mr. Alden, who was originally elected at
a meeting of the Board of Trustees held on June 12, 1989 and Mr.
Philpotts, who was originally elected at a meeting of the Board of
Trustees held June 6, 1992. 

     On the record date the officers and Trustees of the Trust held
as a group less than 1% of the outstanding voting shares of the
Business Trust or the Trust. Each of the Trust's Trustees and
officers holds the same position with all of the Funds, the Trust
and the two other series of the Business Trust. Each of the Trust's
Trustees is also a Trustee of Hawaiian Tax-Free Trust, a municipal
bond mutual fund having the same Adviser and Administrator as the
Trust. The beneficial ownership of shares indicated below includes
voting and investment control unless otherwise indicated. Shares
are given to the nearest full share. In the information below, the
Trust's Administrator, Aquila Management Corporation, is referred
to as the "Administrator," the Trust's Distributor, Aquila
Distributors, Inc., is referred to as the "Distributor" and
Hawaiian Trust Company, Limited is referred to by that name or as
the "Adviser." Mr. Herrmann is an interested person of the Trust,
as that term is defined in the Investment Company Act of 1940 (the
"1940 Act"), as an officer of the Trust and as a Director, officer
and shareholder of the Distributor. Mr. Philpotts is an interested
person of the Trust as a shareholder of the Adviser's corporate
parent. They are so designated by an asterisk.

Lacy B. Herrmann*, President and Chairman of the Board of Trustees,
Age: 67, Shares Owned: 2,830 Original Shares and 110 Service Shares
(1)

Founder, President and Chairman of the Board of Aquila Management
Corporation since 1984, the sponsoring organization and
Administrator and/or Adviser or Sub-Adviser to the following open-
end investment companies, and Founder, Chairman of the Board of
Trustees, and President of each: Churchill Cash Reserves Trust
since 1985; Pacific Capital U.S. Treasuries Cash Assets Trust since
1988; Pacific Capital Tax-Free Cash Assets Trust since 1988; each
of which is a money market fund, and together with Capital Cash
Management Trust ("CCMT") and this Trust are called the Aquila
Money-Market Funds; and Hawaiian Tax-Free Trust since 1984; Tax-
Free Trust of Arizona since 1986; Tax-Free Trust of Oregon since
1986; Tax-Free Fund of Colorado since 1987; Churchill Tax-Free Fund
of Kentucky since 1987; Tax-Free Fund For Utah since 1992; and
Narragansett Insured Tax-Free Income Fund since 1992; each of which
is a tax-free municipal bond fund, and two equity funds, Aquila
Rocky Mountain Equity Fund since 1993 and Aquila Cascadia Equity
Fund, since 1996, which are called the Aquila Bond and Equity
Funds; Vice President, Director, Secretary and formerly Treasurer
of Aquila Distributors, Inc. since 1981, distributor of the above
funds; President and Chairman of the Board of Trustees of CCMT, a
money market fund since 1981, and an Officer and Trustee/Director
of its predecessors since 1974; Chairman of the Board of Trustees
and President of Prime Cash Fund (which is inactive), since 1982
and of Short Term Asset Reserves 1984-1996; President and a
Director of STCM Management Company, Inc., sponsor and sub-adviser
to CCMT; Chairman, President, and a Director since 1984, of InCap
Management Corporation, formerly sub-adviser and administrator of
Prime Cash Fund and Short Term Asset Reserves, and Founder and
Chairman of several other money market funds; Director or Trustee
of OCC Cash Reserves, Inc., Oppenheimer Quest Global Value Fund,
Inc., Oppenheimer Quest Value Fund, Inc., and Trustee of Quest For
Value Accumulation Trust, The Saratoga Advantage Trust, and of the
Rochester Group of Funds, each of which is an open-end investment
company; Trustee of Brown University, 1990-1996 and currently
Trustee Emeritus; actively involved for many years in leadership
roles with university, school and charitable organizations.

(1) Held of record by the Administrator.

Vernon R. Alden, Trustee, Age: 73, Shares Owned: None

Director of Colgate Palmolive Company since 1974, Digital Equipment
Corporation, a computer manufacturing corporation, since 1959,
Intermet Corporation, an independent foundry, since 1986, and
Sonesta International Hotels Corporation since 1978; Chairman of
the Board and Executive Committee of The Boston Company, Inc., a
financial services company, 1969-1978; Trustee of Tax-Free Trust of
Oregon since 1988, of Hawaiian Tax-Free Trust, Pacific Capital Tax-
Free Cash Assets Trust and Pacific Capital U.S. Treasuries Cash
Assets Trust since 1989, of Cascades Cash Fund, 1989-1994, of
Narragansett Insured Tax-Free Income Fund since 1992, and of Aquila
Cascadia Equity Fund since 1996; Associate Dean and member of the
faculty of Harvard University Graduate School of Business
Administration, 1951-1962; member of the faculty and Program
Director of Harvard Business School - University of Hawaii Advanced
Management Program, summer of 1959 and 1960; President of Ohio
University, 1962-1969; Chairman of The Japan Society of Boston,
Inc., and member of several Japan-related advisory councils;
Chairman of the Massachusetts Business Development Council and the
Massachusetts Foreign Business Council, 1978-1983; Trustee of the
Boston Symphony Orchestra since 1975; Chairman of the Massachusetts
Council on the Arts and Humanities, 1972-1984; Member of the Board
of Fellows of Brown University, 1969-1986; Trustee and member of
the Executive Committee, Plimoth Plantation; trustee of various
other cultural and educational organizations; Honorary Consul
General of the Royal Kingdom of Thailand.

Arthur K. Carlson, Trustee, Age: 75, Shares Owned: None

Retired; Advisory Director of the Renaissance Companies (design and
construction companies of commercial, industrial and upscale
residential properties) since 1996; Senior Vice President and
Manager of the Trust Division of The Valley National Bank of
Arizona, 1977-1987; Trustee of Tax-Free Fund of Colorado, Hawaiian
Tax-Free Trust, Tax-Free Trust of Arizona since 1987, of Pacific
Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1988 and of Aquila Rocky
Mountain Equity Fund since 1993; previously Vice President of
Investment Research at Citibank, New York City, and prior to that
Vice President and Director of Investment Research of Irving Trust
Company, New York City; past President of The New York Society of
Security Analysts and currently a member of the Phoenix Society of
Financial Analysts; formerly Director of the Financial Analysts
Federation; past Chairman of the Board and, currently, Director of
Mercy Healthcare of Arizona, Phoenix, Arizona since 1990; Director
of Northern Arizona University Foundation since 1990; present or
formerly an officer and/or director of various other community and
professional organizations.

William M. Cole, Trustee, Age: 65, Shares Owned: 1,168,332 Original
Shares

President of Cole International, Inc., financial and shipping
consultants, since 1974; President of Cole Associates, shopping
center and real estate developers, 1974-1976; President of Seatrain
Lines, Inc., 1970-1974; former General Partner of Jones & Thompson,
international shipping brokers; Trustee of Hawaiian Tax-Free Trust
since 1985, of Tax-Free Fund of Colorado since 1987 and of Pacific
Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1988; Chairman of Cole Group, a
financial consulting and real estate firm, since 1985.

Thomas W. Courtney, C.F.A., Trustee, Age: 63, Shares Owned: None

President of Courtney Associates, Inc., a venture capital firm,
since 1988; General Partner of Trivest Venture Fund, 1983-1988;
President of Federated Investment Counseling Inc., 1975-1982;
President of Boston Company Institutional Investors, Inc., 1970-
1975; formerly a Director of the Financial Analysts Federation;
Trustee of Hawaiian Tax-Free Trust since 1984, of Tax-Free Trust of
Arizona since 1986 and of Pacific Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S. Treasuries Cash Assets Trust since
1988; Director or Trustee of OCC Cash Reserves, Inc., Oppenheimer
Quest Global Value Fund, Inc., Oppenheimer Quest Value Fund, Inc.,
and Trustee of Quest For Value Accumulation Trust and of the
Rochester Group of Funds, each of which is an open-end investment
company.

Richard W. Gushman, II, Trustee, Age: 50, Shares Owned: None

President and Chief Executive Officer of OKOA, INC., a private
Hawaii corporation involved in real estate; adviser to RAMPAC,
Inc., a wholly owned subsidiary of the Bank of Hawaii, involved
with commercial real estate finance; Trustee of Hawaiian Tax-Free
Trust since 1992 and of Pacific Capital Tax-Free Cash Assets Trust
and Pacific Capital U.S. Treasuries Cash Assets Trust since 1993;
Trustee of Pacific Capital Funds, which includes bond and stock
funds, since 1993; Member of the Boards of Aloha United Way,
Downtown Improvement Association, Boys and Girls Club of Honolulu
and Oceanic Cablevision, Inc.

Stanley W. Hong, Trustee, Age: 60, Shares Owned: None

President and Chief Executive Officer of The Chamber of Commerce of
Hawaii since 1996; Business consultant since 1994; Senior Vice
President of McCormack Properties, Ltd., 1993-1994; President and
Chief Executive of the Hawaii Visitors Bureau, 1984-1993; Vice
President, General Counsel and Corporate Secretary at TheoDavies &
Co., Ltd., a multiple business company, 1973-1984; formerly
Legislative Assistant to U.S. Senator Hiram L. Fong; member of the
Boards of Directors of several community organizations; Trustee of
Hawaiian Tax-Free Trust since 1992 and of Pacific Capital Tax-Free
Cash Assets Trust and Pacific Capital U.S. Treasuries Cash Assets
Trust since 1993; Trustee of Pacific Capital Funds, which includes
bond and stock funds, since 1993; Director of Capital Investment of
Hawaii, Inc. since 1995 (Real Estate and Wholesale Bakery);
Director, Central Pacific Bank since 1995; Trustee of Nature
Conservancy of Hawaii since 1990; Regent of Chaminade University of
Honolulu since 1990. 

Theodore T. Mason, Trustee, Age: 61, Shares Owned: None

Managing Director of EastWind Power Partners, Ltd. since 1994;
Director of Cogeneration Development of Willamette Industries,
Inc., a forest products company, 1991-1993; Vice President of
Corporate Development of Penntech Papers, Inc., 1978-1991; Vice
President of Capital Projects for the same company, 1977-1978; Vice
Chairman of the Board of Trustees of CCMT since 1981; Trustee and
Vice President, 1976-1981, and formerly Director of its
predecessor; Director of STCM Management Company, Inc.; Vice
Chairman of the Board of Trustees and Trustee of Prime Cash Fund
(which is inactive) since 1982; Trustee of Short Term Asset
Reserves, 1984-1986 and 1989-1996, of Hawaiian Tax-Free Trust since
1984, of Churchill Cash Reserves Trust since 1985, of Pacific
Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1988 and of Churchill Tax-Free
Fund of Kentucky since 1992; Vice President and Trustee of Oxford
Cash Management Fund, 1983-1989; Vice President of Trinity Liquid
Assets Trust, 1983-1985; President and Director of Ted Mason
Venture Associates, Inc., a venture capital consulting firm, 1972-
1980; Advisor to the Commander, U.S. Maritime Defense Zone
Atlantic, 1984-1988; National Vice President, Surface/Subsurface,
Naval Reserve Association, 1985-1987; National Vice President,
Budget and Finance, for the same Association, 1983-1985; Commanding
Officer of four Naval Reserve Units, 1974-1985; Captain, USNR,
1978-1988.

Russell K. Okata, Trustee, Age: 52, Shares Owned: None

Executive Director, Hawaii Government Employees Association AFSCME
Local 152, AFL-CIO; Trustee of Hawaiian Tax-Free Trust since 1992
and of Pacific Capital Tax-Free Cash Assets Trust and Pacific
Capital U.S. Treasuries Cash Assets Trust since 1993; Trustee of
Pacific Capital Funds, which includes bond and stock funds, since
1993; Chairman of the Royal State Insurance Group since 1988;
Trustee of several charitable organizations.

Douglas Philpotts*, Trustee, Age: 65, Shares Owned: None

Retired; Director of Hawaiian Trust Company, Limited since 1986,
Chairman of the Board, 1992-1994 and President, 1986-1992; Director
of Victoria Ward, Limited; Trustee of Pacific Capital Tax-Free Cash
Assets Trust, Pacific Capital U.S. Treasuries Cash Assets Trust and
Hawaiian Tax-Free Trust since 1992; Trustee of Pacific Capital
Funds, which includes bond and stock funds, since 1993; Trustee of
the Strong Foundation; present or former director or trustee of a
number of civic and charitable organizations in Hawaii.

Oswald K. Stender, Trustee, Age: 65, Shares Owned: 2,288 Original
Shares (2)

Trustee of the Bernice Pauahi Bishop Estate since 1990; Director of
Hawaiian Electric Industries, Inc., a public utility holding
company, since 1993; Senior Advisor to the Trustees of The Estate
of James Campbell, 1987-1989 and Chief Executive Officer, 1976-
1988; Director of several housing and real estate associations;
Director, member or trustee of several community organizations;
Trustee of Hawaiian Tax-Free Trust since 1992 and of Pacific
Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1993; Trustee of Pacific Capital
Funds, which includes bond and stock funds, since 1993.

(2) Held under the Uniform Gifts to Minors Act for a relative.

Diana P. Herrmann, Senior Vice President, Age: 38

Senior Vice President and Secretary and formerly Vice President of
the Administrator since 1986 and Director since 1984; Trustee of
Tax-Free Trust of Arizona and Tax-Free Trust of Oregon since 1994
and of Churchill Tax-Free Fund of Kentucky and Churchill Cash
Reserves Trust since 1995; Vice President of InCap Management
Corporation since 1986 and Director since 1983; Senior Vice
President or Vice President and formerly Assistant Vice President
of the Money Funds since 1986; Vice-President of Prime Cash Fund
(which is inactive), since 1986, of Cascades Cash Fund 1989-1994,
and of Short Term Asset Management Fund, 1986-1988; Assistant Vice
President of Oxford Cash Management Fund, 1986-1988; Assistant Vice
President and formerly Loan Officer of European American Bank,
1981-1986; daughter of the Trust's President; Trustee of the
Leopold Schepp Foundation (academic scholarships) since 1995;
actively involved in mutual fund and trade associations and in
college and other volunteer organizations.

William C. Wallace, Vice President, Age: 61

Vice President of Capital Cash Management Trust since 1984; Senior
Vice President of Hawaiian Tax-Free Trust since 1985 and Vice
President, 1984-1985; Senior Vice President of Tax-Free Trust of
Arizona since 1989 and Vice President, 1986-1988; Vice President of
Tax-Free Trust of Oregon since 1986, of Churchill Tax-Free Fund of
Kentucky and Tax-Free Fund of Colorado since 1987, of Pacific
Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1988 and of Narragansett Insured
Tax-Free Income Fund since 1992; Secretary and Director of STCM
Management Company, Inc. since 1974; President of the Distributor
since 1995 and formerly Vice President of the Distributor, 1986-
1992; Member of the Panel of Arbitrators, American Arbitration
Association, since 1978; Assistant Vice President, American Stock
Exchange, Market Development Division, and Director of Marketing,
American Gold Coin Exchange, a subsidiary of the American Stock
Exchange, 1976-1984.

Charles E. Childs, III, Vice President, Age: 39

Vice President - Administration and formerly Assistant Vice
President and Associate of the Administrator since 1987; Vice
President or Assistant Vice President of the Money Funds since
1988; Northeastern University, 1986-1987 (M.B.A., 1987); Financial
Analyst, Unisys Corporation, 1986; Associate Analyst at National
Economic Research Associates, Inc. (NERA), a micro-economic
consulting firm, 1979-1985.

John M. Herndon, Vice President and Assistant Secretary, Age: 57

Assistant Secretary of the Aquila Money-Market Funds and the Aquila
Bond and Equity Funds since 1995 and Vice President of the Aquila
Money-Market Funds since 1990; Vice President of the Administrator
since 1990; Investment Services Consultant and Bank Services
Executive of Wright Investors' Service, a registered investment
adviser, 1983-1989; Member of the American Finance Association, the
Western Finance Association and the Society of Quantitative
Analysts.

Sherri Foster, Vice President, Age: 46

Senior Vice President of Hawaiian Tax-Free Trust since 1993, Vice
President, 1988-1992 and Assistant Vice President, 1985-1988;
Assistant Vice President of Pacific Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S. Treasuries Cash Assets Trust since
1988; Registered Representative of the Distributor since 1985;
Realtor-Associate of Sherrian Bender Realty, successor to John
Wilson Enterprises, 1983-1994; Executive Secretary of the Hyatt
Regency, Maui, 1981-1983.

Rose F. Marotta, Chief Financial Officer, Age: 72

Chief Financial Officer of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1991 and Treasurer, 1981-1991;
formerly Treasurer of the predecessor of CCMT; Treasurer and
Director of STCM Management Company, Inc., since 1974; Treasurer of
Trinity Liquid Assets Trust, 1982-1986 and of Oxford Cash
Management Fund, 1982-1988; Treasurer of InCap Management
Corporation since 1982, of the Administrator since 1984 and of the
Distributor since 1985.

Richard F. West, Treasurer, Age: 61

Treasurer of the Aquila Money-Market Funds and the Aquila Bond and
Equity Funds and of Aquila Distributors, Inc. since 1992; Associate
Director of Furman Selz Incorporated, 1991-1992; Vice President of
Scudder, Stevens & Clark, Inc. and Treasurer of Scudder
Institutional Funds, 1989-1991; Vice President of Lazard Freres
Institutional Funds Group, Treasurer of Lazard Freres Group of
Investment Companies and HT Insight Funds, Inc., 1986-1988; Vice
President of Lehman Management Co., Inc. and Assistant Treasurer of
Lehman Money Market Funds, 1981-1985; Controller of Seligman Group
of Investment Companies, 1960-1980.

Edward M. W. Hines, Secretary, Age: 57

Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines & Mone
LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary of the
Aquila Money-Market Funds and the Aquila Bond and Equity Funds
since 1982; Secretary of Trinity Liquid Assets Trust, 1982-1985 and
Trustee of that Trust, 1985-1986; Secretary of Oxford Cash
Management Fund, 1982-1988.

Patricia A. Craven, Assistant Secretary & Compliance Officer, Age:
30

Assistant Secretary of the Aquila Money-Market Funds and the Aquila
Bond and Equity Funds since 1995; Counsel to the Administrator and
the Distributor since 1995; formerly a Legal Associate for
Oppenheimer Management Corporation, 1993-1995.

Compensation of Trustees

     The Funds do not pay fees to Trustees affiliated with the
Administrator or Adviser or to any of the Trust's officers. During
the fiscal year ended March 31, 1996, CAT, TFCAT and USTCAT paid,
respectively $102,486, $44,880 and $28,696, in compensation and
reimbursement of expenses to its other Trustees. The Funds are
among the 14 funds in the Aquilasm Group of Funds, which consists
of tax-free municipal bond funds, money market funds and two equity
funds. The following tables list the compensation of all Trustees
who received compensation from the Funds, the compensation each
received during each Fund's fiscal year from all funds in the
Aquilasm Group of Funds and the number of such funds. None of such
Trustees has any pension or retirement benefits from the Trust or
any of the other funds in the Aquila group.





               Compensation        Compensation        Compensation
Name           from CAT            from TFCAT          from USTCAT

                                              
Vernon R.      $7,514              $4,099              $2,136
Alden

Arthur K.      $7,467              $3,428              $2,269
Carlson

William M.     $7,106              $3,219              $2,161
Cole

Thomas W.      $8,674              $3,317              $2,200
Courtney

Richard W.     $7,437              $3,456              $2,307
Gushman

Stanley W.     $7,055              $3,375              $2,238
Hong        

Theodore T.    $7,877              $3,292              $2,187
Mason

Russell K.     $7,531              $3,226              $2,165
Okata 

Douglas        $2,686              $1,422              $1,093
Philpotts

Oswald K.      $6,439              $3,088              $2,026
Stender




               Compensation from        Number of Aquila Group
               from all funds in        boards on which the
Name           the Aquila Group         Trustee serves

                                  
Vernon R.      $47,210                  6
Alden      

Arthur K.      $39,290                  7
Carlson

William M.     $31,403                  5
Cole

Thomas W.      $32,871                  5
Courtney

Richard W.     $23,650                  4
Gushman

Stanley W.     $23,967                  4
Hong

Theodore T.    $43,015                  8
Mason

Russell K.     $23,070                  4
Okata 

Douglas        $10,307                  4
Philpotts

Oswald K.      $20,302                  4
Stender




     The Trust's Administrator is administrator to the Aquilasm
Group of Funds, which consists of tax-free municipal bond funds,
money market funds and two equity funds. As of September 30, 1996,
these funds had aggregate assets of approximately $2.6 billion, of
which approximately $700 million consisted of assets of the money
market funds. The Administrator, which was founded in 1984, is
controlled by Mr. Lacy B. Herrmann (directly, through a trust and
through share ownership by his wife). 

     For each Fund's fiscal year ended March 31, 1996, CAT, TFCAT
and USTCAT paid or accrued to the Adviser fees of $1,353,593,
$394,009 and $210,982 respectively, and paid or accrued to the
Administrator fees of $597,533, $152,543 and $88,287, respectively
under the Advisory and Administration Agreements. For USTCAT, the
Adviser waived $44,372 and the Administrator waived $14,790 of such
fees.

     The Distributor currently handles the distribution of the
shares of fourteen funds (six money market funds, seven tax-free
municipal bond funds and two equity funds) including the Trust.
Under the Distribution Agreement, the Distributor is responsible
for the payment of certain printing and distribution costs relating
to prospectuses and reports as well as the costs of supplemental
sales literature, advertising and other promotional activities. All
of the shares of the Distributor are owned by Mr. Herrmann.

     At the date of this proxy statement, there is a proposed
transaction whereby all of the shares of the Distributor, which are
currently owned by Mr. Herrmann, will be owned by certain directors
and/or officers of the Administrator and/or the Distributor
including Mr. Herrmann. 

Other Information on Trustees

     The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons," as that term is defined in the 1940 Act. The
Committee (i) recommends to the Board of Trustees what firm of
independent auditors will be selected by the Board of Trustees
(subject to shareholder ratification); (ii) reviews the methods,
scope and result of audits and the fees charged; and (iii) reviews
the adequacy of the Trust's internal accounting procedures and
controls. The Committee held two meetings during the Trust's last
fiscal year. The Board of Trustees does not have a nominating
committee. During the Trust's last fiscal year, the Board of
Trustees held five meetings. All Trustees were present for at least
75% of the total number of Board meetings and Audit Committee
Meetings (if such Trustee was a member of that Committee).
                                
                    RATIFICATION OR REJECTION
                         OF SELECTION OF
                      INDEPENDENT AUDITORS
                        (Proposal No. 1)

     KPMG Peat Marwick LLP, which is currently serving as the
Trust's auditors, has been selected by the Trust's Board of
Trustees, including a majority of the Independent Trustees, as the
Trust's independent auditors for the fiscal year ending March 31,
1997. Such selection is submitted to the shareholders for
ratification or rejection.

     The firm has no direct or indirect financial interest in the
Trust, the Trust's Adviser or the Trust's Administrator. It is
expected that representatives of the firm not will be present at
the meeting but will be available should any matter arise requiring
their presence.

                           RECEIPT OF
                      SHAREHOLDER PROPOSALS

     Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in those
rules may, under certain conditions, be included in the Trust's
proxy statement and proxy card for a particular annual meeting. One
of these conditions relates to the timely receipt by the Trust of
any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Trust's next annual meeting
after the meeting to which this Proxy Statement relates must be
received by the Trust not less than 120 days before the anniversary
of the date stated in this Proxy Statement for the first mailing of
this Proxy Statement. The date for such submission could change,
depending on the scheduled date for the next annual meeting; if so,
the Trust will so advise you.

     The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.

                         OTHER BUSINESS

     The Trust does not know of any other matter which will come up
for action at the Meeting. If any other matter or matters properly
come up for action at the Meeting, including any adjournment of the
Meeting, the proxy holders will vote the shares which the proxy
cards entitle them to vote in accordance with their judgment on
such matter or matters. That is, by signing and returning your
proxy card, you give the proxy holders discretionary authority as
to any such matter or matters.





                              EXHIBIT A

TOTAL NUMBER OF SHARES OUTSTANDING TOGETHER WITH THE HOLDINGS OF
SHAREHOLDERS WITH MORE THAN 5% OF THE OUTSTANDING SHARES OF THE
BUSINESS TRUST AS A WHOLE AND OF EACH OF ITS THREE PORTFOLIOS AS
                    OF JANUARY 17, 1997

                        ============




                                             Pacific Capital
                         Business Trust      Cash Assets Trust
                         Shares owned        Shares owned
                         and % of            and % of
Name and Address         total shares        total shares   

                                       
Hawaiian Trust
Company, Limited, 
Financial Plaza
of the Pacific, 
Honolulu,                343,272,862         226,233,382
Hawaii                   (52.3%)             (53.5%)   
                              

Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis,               143,249,593         131,617,918
Missouri                 (21.8%)             (31.1%)


BHC Securities Inc.,
2005 Market St.,
Philadelphia,            148,711,870         63,589,122
Pennsylvania             (22.7%)             (15.0%)


First Union
National Bank,
401 South Tryon Street,
Charlotte,               16,243,127          None
North Carolina               *


TOTAL SHARES
OUTSTANDING              656,154,884         422,858,551






                         Pacific Capital     Pacific Capital
                         Tax-Free Cash       U.S. Treasuries
                         Assets Trust        Cash Assets Trust
                         Shares owned        Shares owned
                         and % of            and % of 
Name and Address         total shares        total shares

                                       
Hawaiian Trust      
Company, Limited              
Financial Plaza
of the Pacific
Honolulu,                61,375,988          55,663,492
Hawaii                   (58.5%)             (43.4%)
                    
                    
Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis,                  *                9,708,030 
Missouri                                     (7.6%)


BHC Securities, Inc.,
2005 Market St.,
Philadelphia,            22,295,740          62,827,008
Pennsylvania             (21.2%)             (49.0%)


First Union
National Bank,
401 South Tryon Street,
Charlotte,               16,243,127          None
North Carolina           (15.5%)


TOTAL SHARES
OUTSTANDING              105,000,069         128,296,264


*  N/A -- Less than 5% of the portfolio







IMPORTANT NOTICE
PLEASE READ
IMMEDIATELY

PACIFIC CAPITAL
CASH ASSETS TRUST

[LOGO]

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD ON MARCH 27, 1997

PROXY STATEMENT




                                                                 
                         PACIFIC CAPITAL
                        CASH ASSETS TRUST

          PROXY FOR SHAREHOLDERS MEETING MARCH 27, 1997

            PROXY SOLICITED ON BEHALF OF THE TRUSTEES

     The undersigned shareholder of PACIFIC CAPITAL CASH ASSETS
TRUST (the "Trust") does hereby appoint LACY B. HERRMANN and EDWARD
M. W. HINES, or either of them, as attorneys and proxies of the
undersigned, with full power of substitution, to attend the Annual
Meeting of Shareholders of Cash Assets Trust, of which the Trust is
a portfolio, to be held on March 27, 1997 at the offices of the
Trust, 380 Madison Avenue, New York, NY 10017 at 10:00 a.m. local
time, and at all adjournments thereof, and thereat to vote the
shares held in the name of the undersigned on the record date for
said meeting on the matters listed below.

     Please mark your proxy, date and sign it below and return it
promptly in the accompanying envelope which requires no postage if
mailed in the United States.

     Management recommends a vote FOR all nominees listed below and
FOR the proposals listed below.  The shares represented hereby will
be voted as indicated below or FOR if no choice is indicated.

     As to any other matter said attorneys shall vote in accordance
with their best judgment.


          Election of Trustees---.
                __ 
               [__]       FOR all nominees listed below
                __ 
               [__]       VOTE WITHHELD for all nominees listed 
                               below    
     
(Instructions:  To withhold authority to vote for any one or more
of the nominees, strike a line through the name of that nominee 
or the names of such nominees in the list below.)

LACY B. HERRMANN; VERNON R. ALDEN; ARTHUR K. CARLSON; 
WILLIAM M. COLE; THOMAS W. COURTNEY; RICHARD W. GUSHMAN, II; 
STANLEY W. HONG; THEODORE T. MASON; RUSSELL K. OKATA; 
DOUGLAS PHILPOTTS; OSWALD K. STENDER; 


                 Ratification of selection of KPMG Peat Marwick
                 LLP as independent auditors              
                               __           __            __      
(Proposal No. 1)          FOR [__] AGAINST [__]  ABSTAIN [__]


                 Dated:  ____________  ______, 1997
                            Month        Day


__________________________________
                    SIGNATURE(S)


                                   
__________________________________
                    SIGNATURE(S)

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON.  When signing as
a custodian, attorney, executor, administrator, trustee, guardian,
etc., please sign your full title as such.  Joint owners should
each sign.





IMPORTANT NOTICE
PLEASE READ IMMEDIATELY

                                
                         PACIFIC CAPITAL
                   TAX-FREE CASH ASSETS TRUST

      380 Madison Avenue, Suite 2300, New York, N.Y. 10017


                   NOTICE OF ANNUAL MEETING OF
                     SHAREHOLDERS TO BE HELD
                        on March 22, 1996

TO OUR SHAREHOLDERS:

     The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Pacific Capital Tax-Free Cash Assets
Trust (the "Trust") will be held:
      
Place:         (a)  at the offices of the Trust
                    380 Madison Avenue 
                    Suite 2300 
                    New York, NY 10017 
                    
Time:          (b)  on March 27, 1997
                    at 10:00 a.m., local time;

Purposes:      (c)  for the following purposes:

                         (i) to elect eleven Trustees; each
                         Trustee elected will hold office until
                         the next annual meeting of the Trust's
                         shareholders or until his or her
                         successor is duly elected;

                         (ii) to ratify (that is, to approve) or
                         reject the selection of KPMG Peat Marwick
                         LLP as the Trust's independent auditors
                         for the fiscal year ending March 31, 1997
                         (Proposal No. 1); and



PLEASE NOTE:
If you do not expect to attend the Meeting, you are requested to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying stamped envelope. To avoid
unnecessary expense to the Trust, your cooperation is requested in
mailing in your proxy no matter how large or small your holding may
be.





                         (iii) to act upon any other matters which
                         may properly come before the Meeting at
                         the scheduled time and place or any
                         adjourned meeting or meetings.     

Who Can 
Vote What
Shares:        (d)       To vote at the Meeting, you must have
                         been a shareholder of the Trust's
                         Original Share Class or the Trust's
                         Service Share Class on the Trust's
                         records at the close of business on
                         January 17, 1997 (the "record date").
                         Also, the number of shares held by you
                         according to such records at the close of
                         business on the record date determines
                         the number of shares you may vote at the
                         Meeting (or any adjourned meeting or
                         meetings).




               By Order of the Board of Trustees,


                       EDWARD M. W. HINES
                            Secretary



February 20, 1997



                                
                                 (ii)





                         PACIFIC CAPITAL
                   TAX-FREE CASH ASSETS TRUST 

    380 Madison Avenue, Suite 2300, New York, New York 10017

                         PROXY STATEMENT


                          INTRODUCTION

     The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Pacific Capital Tax-Free Cash
Assets Trust (the "Trust"). The purpose of this proxy statement
(all the rest of this document) is to give you information on which
you may base your decisions as to the choices, if any, you make on
the enclosed proxy card.

     A copy of the Trust's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Trust's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-228-7496 toll-free or 212-697-6666.

      The Trust's organizer and administrator (the "Administrator")
is Aquila Management Corporation, 380 Madison Avenue, Suite 2300,
New York, NY 10017. The Trust's principal underwriter (the
"Distributor") is Aquila Distributors, Inc., 380 Madison Avenue,
Suite 2300, New York, NY 10017. Hawaiian Trust Company, Limited,
Financial Plaza of the Pacific, P.O. Box 3170 Honolulu, Hawaii
96802 serves as the Trust's Investment Adviser.

     This Notice and Proxy Statement are first being mailed on or
about February 20, 1997. 

     Cash Assets Trust, a Massachusetts business trust, is a
professionally managed, open-end investment company consisting of
three separate funds or portfolios: Pacific Capital Cash Assets
Trust ("CAT"), Pacific Capital Tax-Free Cash Assets Trust ("TFCAT"
or the "Trust") and Pacific Capital U.S. Treasuries Cash Assets
Trust ("USTCAT"). In this Proxy Statement "Business Trust" means
Cash Assets Trust, the business trust, "Funds" means the three
portfolios of the Business Trust including the Trust and the
"Trust" means the Portfolio, Pacific Capital Tax-Free Cash Assets
Trust. There are two classes of shares of each of the Funds:
"Service Shares" and "Original Shares."

     The enclosed proxy card authorizes the persons named (or their
substitutes) to vote your shares; the Trust calls these persons the
"proxy holders." As to the election of Trustees you may authorize
the proxy holders to vote your shares for the entire slate
indicated below by marking the appropriate box on the proxy card or
by merely signing and returning your proxy card with no
instructions. Or, you may withhold the authority of the proxy
holders to vote on the election of Trustees by marking the
appropriate box. Also, you may withhold that authority as to any
particular nominee by striking a line through the nominee's name on
the proxy card.

     As to the other matter listed on the proxy card, you may
direct the proxy holders to vote your shares on that proposal by
checking the appropriate box "For" or "Against" or instruct them
not to vote your shares on a proposal by checking the "Abstain"
box. If you return your signed proxy card and do not check any box
on a proposal, the proxy holders will vote your shares for that
proposal. Shares held by brokers in "street name" and not voted or
marked as abstentions will not be counted for purposes of
determining a quorum.

     You may end the power of the proxy holders to vote your shares
after you have signed and returned your proxy card and before the
power is used by (i) so notifying the Trust in writing; (ii)
signing a new and different proxy card (if the Trust receives it
before the old one is used); or (iii) voting your shares in person
or by your duly appointed agent at the meeting.

     The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxy cards
("proxies") to be used at the Annual Meeting to be held at the time
and place and for the purposes indicated in the Notice or any
adjourned meeting or meetings. The Trust pays the costs of the
solicitation. Proxies are being solicited by the use of the mails;
they may also be solicited by telephone, facsimile and personal
interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the
Trust's shares so that these owners may authorize the voting of
these shares. The Trust will pay these firms for their
out-of-pocket expenses for doing so.

     Each shareholder of the Business Trust on the record date is
entitled to one (1) vote for each dollar (and a proportionate
fractional vote for each fraction of a dollar) of net asset value
(determined as of the record date) represented by full and
fractional shares held on the record date. The meeting will act
upon certain matters that affect the Business Trust as a whole: the
election of Trustees and the action on the selection of auditors
(Proposal No. 1). On matters that affect the Business Trust as a
whole, all shareholders of the Business Trust, including the
shareholders both classes of the Trust and both classes of the
other two portfolios, are entitled to vote at the meeting. 

     On January 17, 1997 the total number of shares outstanding for
the Business Trust as a whole, and for each of its three Funds, was
as set forth in the table on Exhibit A to this Proxy Statement.
Also listed on Exhibit A are the names and addresses of the holders
as of that date of more than 5% of the outstanding shares of the
Business Trust and of each Fund. Shareholdings are in the names of
the holders listed, unless stated to be in the name of a nominee.

                      ELECTION OF TRUSTEES

     At the Meeting, eleven Trustees are to be elected. Whenever it
is stated in this Proxy Statement that a matter is to be acted on
at the Meeting, this means the Meeting held at the scheduled time
or any adjourned meeting or meetings.

     Each Trustee elected will serve until the next annual meeting
or until his or her successor is duly elected. The nominees
selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can instruct the
proxy holders as to the voting of your shares as to the election of
Trustees.

     Each of the nominees is presently a Trustee and was previously
elected by the shareholders. Messrs. Gushman, Hong, Okata and
Stender were elected by the shareholders on March 31, 1993. Each of
the other nominees has been a Trustee since the beginning of the
Business Trust's operations in 1984, except for Mr. Carlson, who
was originally elected a Trustee at a meeting of the Board of
Trustees held on October 19, 1987, Mr. Alden, who was originally
elected at a meeting of the Board of Trustees held on June 12, 1989
and Mr. Philpotts, who was originally elected at a meeting of the
Board of Trustees held June 6, 1992. 

     On the record date the officers and Trustees of the Trust held
as a group less than 1% of the outstanding voting shares of the
Business Trust or the Trust. Each of the Trust's Trustees and
officers holds the same position with all of the Funds, the Trust
and the two other series of the Business Trust. Each of the Trust's
Trustees is also a Trustee of Hawaiian Tax-Free Trust, a municipal
bond mutual fund having the same Adviser and Administrator as the
Trust. The beneficial ownership of shares indicated below includes
voting and investment control unless otherwise indicated. Shares
are given to the nearest full share. In the information below, the
Trust's Administrator, Aquila Management Corporation, is referred
to as the "Administrator," the Trust's Distributor, Aquila
Distributors, Inc., is referred to as the "Distributor" and
Hawaiian Trust Company, Limited is referred to by that name or as
the "Adviser." Mr. Herrmann is an interested person of the Trust,
as that term is defined in the Investment Company Act of 1940 (the
"1940 Act"), as an officer of the Trust and as a Director, officer
and shareholder of the Distributor. Mr. Philpotts is an interested
person of the Trust as a shareholder of the Adviser's corporate
parent. They are so designated by an asterisk.

Lacy B. Herrmann*, President and Chairman of the Board of Trustees,
Age: 67, Shares Owned: 132 Original Shares and 106 Service Shares
(1)

Founder, President and Chairman of the Board of Aquila Management
Corporation since 1984, the sponsoring organization and
Administrator and/or Adviser or Sub-Adviser to the following open-
end investment companies, and Founder, Chairman of the Board of
Trustees, and President of each: Pacific Capital Cash Assets Trust
since 1984; Churchill Cash Reserves Trust since 1985; Pacific
Capital U.S. Treasuries Cash Assets Trust since 1988; each of which
is a money market fund, and together with Capital Cash Management
Trust ("CCMT") and this Trust are called the Aquila Money-Market
Funds; and Hawaiian Tax-Free Trust since 1984; Tax-Free Trust of
Arizona since 1986; Tax-Free Trust of Oregon since 1986; Tax-Free
Fund of Colorado since 1987; Churchill Tax-Free Fund of Kentucky
since 1987; Tax-Free Fund For Utah since 1992; and Narragansett
Insured Tax-Free Income Fund since 1992; each of which is a tax-
free municipal bond fund, and two equity funds, Aquila Rocky
Mountain Equity Fund since 1993 and Aquila Cascadia Equity Fund,
since 1996, which are called the Aquila Bond and Equity Funds; Vice
President, Director, Secretary and formerly Treasurer of Aquila
Distributors, Inc. since 1981, distributor of the above funds;
President and Chairman of the Board of Trustees of CCMT, a money
market fund since 1981, and an Officer and Trustee/Director of its
predecessors since 1974; Chairman of the Board of Trustees and
President of Prime Cash Fund (which is inactive), since 1982 and of
Short Term Asset Reserves 1984-1996; President and a Director of
STCM Management Company, Inc., sponsor and sub-adviser to CCMT;
Chairman, President, and a Director since 1984, of InCap Management
Corporation, formerly sub-adviser and administrator of Prime Cash
Fund and Short Term Asset Reserves, and Founder and Chairman of
several other money market funds; Director or Trustee of OCC Cash
Reserves, Inc., Oppenheimer Quest Global Value Fund, Inc.,
Oppenheimer Quest Value Fund, Inc., and Trustee of Quest For Value
Accumulation Trust, The Saratoga Advantage Trust, and of the
Rochester Group of Funds, each of which is an open-end investment
company; Trustee of Brown University, 1990-1996 and currently
Trustee Emeritus; actively involved for many years in leadership
roles with university, school and charitable organizations.

(1) Held of record by the Administrator.

Vernon R. Alden, Trustee, Age: 73, Shares Owned: None

Director of Colgate Palmolive Company since 1974, Digital Equipment
Corporation, a computer manufacturing corporation, since 1959,
Intermet Corporation, an independent foundry, since 1986, and
Sonesta International Hotels Corporation since 1978; Chairman of
the Board and Executive Committee of The Boston Company, Inc., a
financial services company, 1969-1978; Trustee of Tax-Free Trust of
Oregon since 1988, of Hawaiian Tax-Free Trust, Pacific Capital Cash
Assets Trust and Pacific Capital U.S. Treasuries Cash Assets Trust
since 1989, of Cascades Cash Fund, 1989-1994, of Narragansett
Insured Tax-Free Income Fund since 1992, and of Aquila Cascadia
Equity Fund since 1996; Associate Dean and member of the faculty of
Harvard University Graduate School of Business Administration,
1951-1962; member of the faculty and Program Director of Harvard
Business School - University of Hawaii Advanced Management Program,
summer of 1959 and 1960; President of Ohio University, 1962-1969;
Chairman of The Japan Society of Boston, Inc., and member of
several Japan-related advisory councils; Chairman of the
Massachusetts Business Development Council and the Massachusetts
Foreign Business Council, 1978-1983; Trustee of the Boston Symphony
Orchestra since 1975; Chairman of the Massachusetts Council on the
Arts and Humanities, 1972-1984; Member of the Board of Fellows of
Brown University, 1969-1986; Trustee and member of the Executive
Committee, Plimoth Plantation; trustee of various other cultural
and educational organizations; Honorary Consul General of the Royal
Kingdom of Thailand.

Arthur K. Carlson, Trustee, Age: 75, Shares Owned: None

Retired; Advisory Director of the Renaissance Companies (design and
construction companies of commercial, industrial and upscale
residential properties) since 1996; Senior Vice President and
Manager of the Trust Division of The Valley National Bank of
Arizona, 1977-1987; Trustee of Tax-Free Fund of Colorado, Hawaiian
Tax-Free Trust, Tax-Free Trust of Arizona and Pacific Capital Cash
Assets Trust since 1987, of Pacific Capital U.S. Treasuries Cash
Assets Trust since 1988 and of Aquila Rocky Mountain Equity Fund
since 1993; previously Vice President of Investment Research at
Citibank, New York City, and prior to that Vice President and
Director of Investment Research of Irving Trust Company, New York
City; past President of The New York Society of Security Analysts
and currently a member of the Phoenix Society of Financial
Analysts; formerly Director of the Financial Analysts Federation;
past Chairman of the Board and, currently, Director of Mercy
Healthcare of Arizona, Phoenix, Arizona since 1990; Director of
Northern Arizona University Foundation since 1990; present or
formerly an officer and/or director of various other community and
professional organizations.

William M. Cole, Trustee, Age: 65, Shares Owned: None

President of Cole International, Inc., financial and shipping
consultants, since 1974; President of Cole Associates, shopping
center and real estate developers, 1974-1976; President of Seatrain
Lines, Inc., 1970-1974; former General Partner of Jones & Thompson,
international shipping brokers; Trustee of Pacific Capital Cash
Assets Trust since 1984, of Hawaiian Tax-Free Trust since 1985, of
Tax-Free Fund of Colorado since 1987 and of Pacific Capital U.S.
Treasuries Cash Assets Trust since 1988; Chairman of Cole Group, a
financial consulting and real estate firm, since 1985.

Thomas W. Courtney, C.F.A., Trustee, Age: 63, Shares Owned: None

President of Courtney Associates, Inc., a venture capital firm,
since 1988; General Partner of Trivest Venture Fund, 1983-1988;
President of Federated Investment Counseling Inc., 1975-1982;
President of Boston Company Institutional Investors, Inc., 1970-
1975; formerly a Director of the Financial Analysts Federation;
Trustee of Hawaiian Tax-Free Trust and Pacific Capital Cash Assets
Trust since 1984, of Tax-Free Trust of Arizona since 1986 and of
Pacific Capital U.S. Treasuries Cash Assets Trust since 1988;
Director or Trustee of OCC Cash Reserves, Inc., Oppenheimer Quest
Global Value Fund, Inc., Oppenheimer Quest Value Fund, Inc., and
Trustee of Quest For Value Accumulation Trust and of the Rochester
Group of Funds, each of which is an open-end investment company.

Richard W. Gushman, II, Trustee, Age: 50, Shares Owned: None

President and Chief Executive Officer of OKOA, INC., a private
Hawaii corporation involved in real estate; adviser to RAMPAC,
Inc., a wholly owned subsidiary of the Bank of Hawaii, involved
with commercial real estate finance; Trustee of Hawaiian Tax-Free
Trust since 1992 and of Pacific Capital Cash Assets Trust and
Pacific Capital U.S. Treasuries Cash Assets Trust since 1993;
Trustee of Pacific Capital Funds, which includes bond and stock
funds, since 1993; Member of the Boards of Aloha United Way,
Downtown Improvement Association, Boys and Girls Club of Honolulu
and Oceanic Cablevision, Inc.

Stanley W. Hong, Trustee, Age: 60, Shares Owned: None

President and Chief Executive Officer of The Chamber of Commerce of
Hawaii since 1996; Business consultant since 1994; Senior Vice
President of McCormack Properties, Ltd., 1993-1994; President and
Chief Executive of the Hawaii Visitors Bureau, 1984-1993; Vice
President, General Counsel and Corporate Secretary at TheoDavies &
Co., Ltd., a multiple business company, 1973-1984; formerly
Legislative Assistant to U.S. Senator Hiram L. Fong; member of the
Boards of Directors of several community organizations; Trustee of
Hawaiian Tax-Free Trust since 1992 and of Pacific Capital Cash
Assets Trust and Pacific Capital U.S. Treasuries Cash Assets Trust
since 1993; Trustee of Pacific Capital Funds, which includes bond
and stock funds, since 1993; Director of Capital Investment of
Hawaii, Inc. since 1995 (Real Estate and Wholesale Bakery);
Director, Central Pacific Bank since 1995; Trustee of Nature
Conservancy of Hawaii since 1990; Regent of Chaminade University of
Honolulu since 1990. 

Theodore T. Mason, Trustee, Age: 61, Shares Owned: None

Managing Director of EastWind Power Partners, Ltd. since 1994;
Director of Cogeneration Development of Willamette Industries,
Inc., a forest products company, 1991-1993; Vice President of
Corporate Development of Penntech Papers, Inc., 1978-1991; Vice
President of Capital Projects for the same company, 1977-1978; Vice
Chairman of the Board of Trustees of CCMT since 1981; Trustee and
Vice President, 1976-1981, and formerly Director of its
predecessor; Director of STCM Management Company, Inc.; Vice
Chairman of the Board of Trustees and Trustee of Prime Cash Fund
(which is inactive) since 1982; Trustee of Short Term Asset
Reserves, 1984-1986 and 1989-1996, of Hawaiian Tax-Free Trust and
Pacific Capital Cash Assets Trust since 1984, of Churchill Cash
Reserves Trust since 1985, of Pacific Capital U.S. Treasuries Cash
Assets Trust since 1988 and of Churchill Tax-Free Fund of Kentucky
since 1992; Vice President and Trustee of Oxford Cash Management
Fund, 1983-1989; Vice President of Trinity Liquid Assets Trust,
1983-1985; President and Director of Ted Mason Venture Associates,
Inc., a venture capital consulting firm, 1972-1980; Advisor to the
Commander, U.S. Maritime Defense Zone Atlantic, 1984-1988; National
Vice President, Surface/Subsurface, Naval Reserve Association,
1985-1987; National Vice President, Budget and Finance, for the
same Association, 1983-1985; Commanding Officer of four Naval
Reserve Units, 1974-1985; Captain, USNR, 1978-1988.

Russell K. Okata, Trustee, Age: 52, Shares Owned: None

Executive Director, Hawaii Government Employees Association AFSCME
Local 152, AFL-CIO; Trustee of Hawaiian Tax-Free Trust since 1992
and of Pacific Capital Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1993; Trustee of Pacific Capital
Funds, which includes bond and stock funds, since 1993; Chairman of
the Royal State Insurance Group since 1988; Trustee of several
charitable organizations.

Douglas Philpotts*, Trustee, Age: 65, Shares Owned: 1,410 Original
Shares

Retired; Director of Hawaiian Trust Company, Limited since 1986,
Chairman of the Board, 1992-1994 and President, 1986-1992; Director
of Victoria Ward, Limited; Trustee of Pacific Capital Cash Assets
Trust, Pacific Capital U.S. Treasuries Cash Assets Trust and
Hawaiian Tax-Free Trust since 1992; Trustee of Pacific Capital
Funds, which includes bond and stock funds, since 1993; Trustee of
the Strong Foundation; present or former director or trustee of a
number of civic and charitable organizations in Hawaii.

Oswald K. Stender, Trustee, Age: 65, Shares Owned: 2,179 (2)

Trustee of the Bernice Pauahi Bishop Estate since 1990; Director of
Hawaiian Electric Industries, Inc., a public utility holding
company, since 1993; Senior Advisor to the Trustees of The Estate
of James Campbell, 1987-1989 and Chief Executive Officer, 1976-
1988; Director of several housing and real estate associations;
Director, member or trustee of several community organizations;
Trustee of Hawaiian Tax-Free Trust since 1992 and of Pacific
Capital Cash Assets Trust and Pacific Capital U.S. Treasuries Cash
Assets Trust since 1993; Trustee of Pacific Capital Funds, which
includes bond and stock funds, since 1993.

(2) Held under the Uniform Gifts to Minors Act for a relative.

Diana P. Herrmann, Senior Vice President, Age: 38

Senior Vice President and Secretary and formerly Vice President of
the Administrator since 1986 and Director since 1984; Trustee of
Tax-Free Trust of Arizona and Tax-Free Trust of Oregon since 1994
and of Churchill Tax-Free Fund of Kentucky and Churchill Cash
Reserves Trust since 1995; Vice President of InCap Management
Corporation since 1986 and Director since 1983; Senior Vice
President or Vice President and formerly Assistant Vice President
of the Money Funds since 1986; Vice-President of Prime Cash Fund
(which is inactive), since 1986, of Cascades Cash Fund 1989-1994,
and of Short Term Asset Management Fund, 1986-1988; Assistant Vice
President of Oxford Cash Management Fund, 1986-1988; Assistant Vice
President and formerly Loan Officer of European American Bank,
1981-1986; daughter of the Trust's President; Trustee of the
Leopold Schepp Foundation (academic scholarships) since 1995;
actively involved in mutual fund and trade associations and in
college and other volunteer organizations.

William C. Wallace, Vice President, Age: 61

Vice President of Capital Cash Management Trust and Pacific Capital
Cash Assets Trust since 1984; Senior Vice President of Hawaiian
Tax-Free Trust since 1985 and Vice President, 1984-1985; Senior
Vice President of Tax-Free Trust of Arizona since 1989 and Vice
President, 1986-1988; Vice President of Tax-Free Trust of Oregon
since 1986, of Churchill Tax-Free Fund of Kentucky and Tax-Free
Fund of Colorado since 1987, of Pacific Capital U.S. Treasuries
Cash Assets Trust since 1988 and of Narragansett Insured Tax-Free
Income Fund since 1992; Secretary and Director of STCM Management
Company, Inc. since 1974; President of the Distributor since 1995
and formerly Vice President of the Distributor, 1986-1992; Member
of the Panel of Arbitrators, American Arbitration Association,
since 1978; Assistant Vice President, American Stock Exchange,
Market Development Division, and Director of Marketing, American
Gold Coin Exchange, a subsidiary of the American Stock Exchange,
1976-1984.

Charles E. Childs, III, Vice President, Age: 39

Vice President - Administration and formerly Assistant Vice
President and Associate of the Administrator since 1987; Vice
President or Assistant Vice President of the Money Funds since
1988; Northeastern University, 1986-1987 (M.B.A., 1987); Financial
Analyst, Unisys Corporation, 1986; Associate Analyst at National
Economic Research Associates, Inc. (NERA), a micro-economic
consulting firm, 1979-1985.

John M. Herndon, Vice President and Assistant Secretary, Age: 57

Assistant Secretary of the Aquila Money-Market Funds and the Aquila
Bond and Equity Funds since 1995 and Vice President of the Aquila
Money-Market Funds since 1990; Vice President of the Administrator
since 1990; Investment Services Consultant and Bank Services
Executive of Wright Investors' Service, a registered investment
adviser, 1983-1989; Member of the American Finance Association, the
Western Finance Association and the Society of Quantitative
Analysts.

Sherri Foster, Vice President, Age: 46

Senior Vice President of Hawaiian Tax-Free Trust since 1993, Vice
President, 1988-1992 and Assistant Vice President, 1985-1988;
Assistant Vice President of Pacific Capital Cash Assets Trust since
1985 and of Pacific Capital U.S. Treasuries Cash Assets Trust since
1988; Registered Representative of the Distributor since 1985;
Realtor-Associate of Sherrian Bender Realty, successor to John
Wilson Enterprises, 1983-1994; Executive Secretary of the Hyatt
Regency, Maui, 1981-1983.

Rose F. Marotta, Chief Financial Officer, Age: 72

Chief Financial Officer of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1991 and Treasurer, 1981-1991;
formerly Treasurer of the predecessor of CCMT; Treasurer and
Director of STCM Management Company, Inc., since 1974; Treasurer of
Trinity Liquid Assets Trust, 1982-1986 and of Oxford Cash
Management Fund, 1982-1988; Treasurer of InCap Management
Corporation since 1982, of the Administrator since 1984 and of the
Distributor since 1985.

Richard F. West, Treasurer, Age: 61

Treasurer of the Aquila Money-Market Funds and the Aquila Bond and
Equity Funds and of Aquila Distributors, Inc. since 1992; Associate
Director of Furman Selz Incorporated, 1991-1992; Vice President of
Scudder, Stevens & Clark, Inc. and Treasurer of Scudder
Institutional Funds, 1989-1991; Vice President of Lazard Freres
Institutional Funds Group, Treasurer of Lazard Freres Group of
Investment Companies and HT Insight Funds, Inc., 1986-1988; Vice
President of Lehman Management Co., Inc. and Assistant Treasurer of
Lehman Money Market Funds, 1981-1985; Controller of Seligman Group
of Investment Companies, 1960-1980.

Edward M. W. Hines, Secretary, Age: 57

Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines & Mone
LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary of the
Aquila Money-Market Funds and the Aquila Bond and Equity Funds
since 1982; Secretary of Trinity Liquid Assets Trust, 1982-1985 and
Trustee of that Trust, 1985-1986; Secretary of Oxford Cash
Management Fund, 1982-1988.

Patricia A. Craven, Assistant Secretary & Compliance Officer, Age:
30

Assistant Secretary of the Aquila Money-Market Funds and the Aquila
Bond and Equity Funds since 1995; Counsel to the Administrator and
the Distributor since 1995; formerly a Legal Associate for
Oppenheimer Management Corporation, 1993-1995.

Compensation of Trustees

     The Funds do not pay fees to Trustees affiliated with the
Administrator or Adviser or to any of the Trust's officers. During
the fiscal year ended March 31, 1996, CAT, TFCAT and USTCAT paid,
respectively $102,486, $44,880 and $28,696, in compensation and
reimbursement of expenses to its other Trustees. The Funds are
among the 14 funds in the Aquilasm Group of Funds, which consists
of tax-free municipal bond funds, money market funds and two equity
funds. The following tables list the compensation of all Trustees
who received compensation from the Funds, the compensation each
received during each Fund's fiscal year from all funds in the
Aquilasm Group of Funds and the number of such funds. None of such
Trustees has any pension or retirement benefits from the Trust or
any of the other funds in the Aquila group.




                  Compensation        Compensation        Compensation
Name              from CAT            from TFCAT          from USTCAT

                                                 
Vernon R.         $7,514              $4,099              $2,136
Alden

Arthur K.         $7,467              $3,428              $2,269
Carlson

William M.        $7,106              $3,219              $2,161
Cole

Thomas W.         $8,674              $3,317              $2,200
Courtney

Richard W.        $7,437              $3,456              $2,307
Gushman

Stanley W.        $7,055              $3,375              $2,238
Hong        

Theodore T.       $7,877              $3,292              $2,187
Mason

Russell K.        $7,531              $3,226              $2,165
Okata 

Douglas           $2,686              $1,422              $1,093
Philpotts

Oswald K.         $6,439              $3,088              $2,026
Stender



                  Compensation from        Number of Aquila Group
                  from all funds in        boards on which the
Name              the Aquila Group         Trustee serves

                                     
Vernon R.         $47,210                  6
Alden      

Arthur K.         $39,290                  7
Carlson

William M.        $31,403                  5
Cole

Thomas W.         $32,871                  5
Courtney

Richard W.        $23,650                  4
Gushman

Stanley W.        $23,967                  4
Hong

Theodore T.       $43,015                  8
Mason

Russell K.        $23,070                  4
Okata 

Douglas           $10,307                  4
Philpotts

Oswald K.         $20,302                  4
Stender




     The Trust's Administrator is administrator to the Aquilasm
Group of Funds, which consists of tax-free municipal bond funds,
money market funds and two equity funds. As of September 30, 1996,
these funds had aggregate assets of approximately $2.6 billion, of
which approximately $700 million consisted of assets of the money
market funds. The Administrator, which was founded in 1984, is
controlled by Mr. Lacy B. Herrmann (directly, through a trust and
through share ownership by his wife). See the Additional Statement
for information on Mr. Herrmann. 

     For each Fund's fiscal year ended March 31, 1996, CAT, TFCAT
and USTCAT paid or accrued to the Adviser fees of $1,353,593,
$394,009 and $210,982 respectively, and paid or accrued to the
Administrator fees of $597,533, $152,543 and $88,287, respectively
under the Advisory and Administration Agreements. For USTCAT, the
Adviser waived $44,372 and the Administrator waived $14,790 of such
fees.

     The Distributor currently handles the distribution of the
shares of fourteen funds (six money market funds, seven tax-free
municipal bond funds and two equity funds) including the Trust.
Under the Distribution Agreement, the Distributor is responsible
for the payment of certain printing and distribution costs relating
to prospectuses and reports as well as the costs of supplemental
sales literature, advertising and other promotional activities. All
of the shares of the Distributor are owned by Mr. Herrmann.

     At the date of this proxy statement, there is a proposed
transaction whereby all of the shares of the Distributor, which are
currently owned by Mr. Herrmann, will be owned by certain directors
and/or officers of the Administrator and/or the Distributor
including Mr. Herrmann. 

Other Information on Trustees

     The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons," as that term is defined in the 1940 Act. The
Committee (i) recommends to the Board of Trustees what firm of
independent auditors will be selected by the Board of Trustees
(subject to shareholder ratification); (ii) reviews the methods,
scope and result of audits and the fees charged; and (iii) reviews
the adequacy of the Trust's internal accounting procedures and
controls. The Committee held two meetings during the Trust's last
fiscal year. The Board of Trustees does not have a nominating
committee. During the Trust's last fiscal year, the Board of
Trustees held five meetings. All Trustees were present for at least
75% of the total number of Board meetings and Audit Committee
Meetings (if such Trustee was a member of that Committee).
                                
                    RATIFICATION OR REJECTION
                         OF SELECTION OF
                      INDEPENDENT AUDITORS
                        (Proposal No. 1)

     KPMG Peat Marwick LLP, which is currently serving as the
Trust's auditors, has been selected by the Trust's Board of
Trustees, including a majority of the Independent Trustees, as the
Trust's independent auditors for the fiscal year ending March 31,
1997. Such selection is submitted to the shareholders for
ratification or rejection.

     The firm has no direct or indirect financial interest in the
Trust, the Trust's Adviser or the Trust's Administrator. It is
expected that representatives of the firm not will be present at
the meeting but will be available should any matter arise requiring
their presence.


                           RECEIPT OF
                      SHAREHOLDER PROPOSALS

     Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in those
rules may, under certain conditions, be included in the Trust's
proxy statement and proxy card for a particular annual meeting. One
of these conditions relates to the timely receipt by the Trust of
any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Trust's next annual meeting
after the meeting to which this Proxy Statement relates must be
received by the Trust not less than 120 days before the anniversary
of the date stated in this Proxy Statement for the first mailing of
this Proxy Statement. The date for such submission could change,
depending on the scheduled date for the next annual meeting; if so,
the Trust will so advise you.

     The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.

                         OTHER BUSINESS

     The Trust does not know of any other matter which will come up
for action at the Meeting. If any other matter or matters properly
come up for action at the Meeting, including any adjournment of the
Meeting, the proxy holders will vote the shares which the proxy
cards entitle them to vote in accordance with their judgment on
such matter or matters. That is, by signing and returning your
proxy card, you give the proxy holders discretionary authority as
to any such matter or matters.





                              EXHIBIT A

TOTAL NUMBER OF SHARES OUTSTANDING TOGETHER WITH THE HOLDINGS OF
SHAREHOLDERS WITH MORE THAN 5% OF THE OUTSTANDING SHARES OF THE
BUSINESS TRUST AS A WHOLE AND OF EACH OF ITS THREE PORTFOLIOS AS
                    OF JANUARY 17, 1997

                        ============



                                             Pacific Capital
                         Business Trust      Cash Assets Trust
                         Shares owned        Shares owned
                         and % of            and % of
Name and Address         total shares        total shares   

                                       
Hawaiian Trust
Company, Limited, 
Financial Plaza
of the Pacific, 
Honolulu,                343,272,862         226,233,382
Hawaii                   (52.3%)             (53.5%)   
                              

Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis,               143,249,593         131,617,918
Missouri                 (21.8%)             (31.1%)


BHC Securities Inc.,
2005 Market St.,
Philadelphia,            148,711,870         63,589,122
Pennsylvania             (22.7%)             (15.0%)


First Union
National Bank,
401 South Tryon Street,
Charlotte,               16,243,127          None
North Carolina               *


TOTAL SHARES
OUTSTANDING              656,154,884         422,858,551







                         Pacific Capital     Pacific Capital
                         Tax-Free Cash       U.S. Treasuries
                         Assets Trust        Cash Assets Trust
                         Shares owned        Shares owned
                         and % of            and % of 
Name and Address         total shares        total shares

                                       
Hawaiian Trust      
Company, Limited              
Financial Plaza
of the Pacific
Honolulu,                61,375,988          55,663,492
Hawaii                   (58.5%)             (43.4%)
                    
                    
Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis,                  *                9,708,030 
Missouri                                     (7.6%)


BHC Securities, Inc.,
2005 Market St.,
Philadelphia,            22,295,740          62,827,008
Pennsylvania             (21.2%)             (49.0%)


First Union
National Bank,
401 South Tryon Street,
Charlotte,               16,243,127          None
North Carolina           (15.5%)


TOTAL SHARES
OUTSTANDING              105,000,069         128,296,264


*  N/A -- Less than 5% of the portfolio







IMPORTANT NOTICE
PLEASE READ
IMMEDIATELY

PACIFIC CAPITAL
TAX-FREE
CASH ASSETS TRUST

[LOGO]

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD ON MARCH 27, 1997

PROXY STATEMENT




                                                                 
                         PACIFIC CAPITAL
                   TAX-FREE CASH ASSETS TRUST

          PROXY FOR SHAREHOLDERS MEETING MARCH 27, 1997

            PROXY SOLICITED ON BEHALF OF THE TRUSTEES

     The undersigned shareholder of PACIFIC CAPITAL TAX-FREE CASH
ASSETS TRUST (the "Trust") does hereby appoint LACY B. HERRMANN and
EDWARD M. W. HINES, or either of them, as attorneys and proxies of
the undersigned, with full power of substitution, to attend the
Annual Meeting of Shareholders of Cash Assets Trust, of which the
Trust is a portfolio, to be held on March 27, 1997 at the offices
of the Trust, 380 Madison Avenue, New York, NY 10017 at 10:00 a.m.
local time, and at all adjournments thereof, and thereat to vote
the shares held in the name of the undersigned on the record date
for said meeting on the matters listed below.

     Please mark your proxy, date and sign it below and return it
promptly in the accompanying envelope which requires no postage if
mailed in the United States.

     Management recommends a vote FOR all nominees listed below and
FOR the proposals listed below.  The shares represented hereby will
be voted as indicated below or FOR if no choice is indicated.

     As to any other matter said attorneys shall vote in accordance
with their best judgment.


          Election of Trustees---.
                __ 
               [__]       FOR all nominees listed below
                __ 
               [__]       VOTE WITHHELD for all nominees listed 
                               below    
     
(Instructions:  To withhold authority to vote for any one or more
of the nominees, strike a line through the name of that nominee 
or the names of such nominees in the list below.)

LACY B. HERRMANN; VERNON R. ALDEN; ARTHUR K. CARLSON; 
WILLIAM M. COLE; THOMAS W. COURTNEY; RICHARD W. GUSHMAN, II; 
STANLEY W. HONG; THEODORE T. MASON; RUSSELL K. OKATA; 
DOUGLAS PHILPOTTS; OSWALD K. STENDER; 


                 Ratification of selection of KPMG Peat Marwick
                 LLP as independent auditors              
                              __           __            __       
(Proposal No. 1)          FOR [__] AGAINST [__]  ABSTAIN [__]


                 Dated:  ____________  ______, 1997
                            Month        Day


_________________________________
SIGNATURE(S)

                                   
__________________________________
                                                       SIGNATURE(S)

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON.  When signing as
a custodian, attorney, executor, administrator, trustee, guardian,
etc., please sign your full title as such.  Joint owners should
each sign.





IMPORTANT NOTICE
PLEASE READ IMMEDIATELY

                                
                         PACIFIC CAPITAL
                U.S. TREASURIES CASH ASSETS TRUST

      380 Madison Avenue, Suite 2300, New York, N.Y. 10017


                   NOTICE OF ANNUAL MEETING OF
                     SHAREHOLDERS TO BE HELD
                        on March 27, 1997

TO OUR SHAREHOLDERS:

      The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Pacific Capital U.S Treasuries Cash
Assets Trust (the "Trust") will be held:
      
Place:    (a)       at the offices of the Trust
                    380 Madison Avenue 
                    Suite 2300 
                    New York, NY 10017 
                    
Time:          (b)  on March 27, 1997
                    at 10:00 a.m., local time;

Purposes:      (c)  for the following purposes:

                         (i) to elect eleven Trustees; each
                         Trustee elected will hold office until
                         the next annual meeting of the Trust's
                         shareholders or until his or her
                         successor is duly elected;

                         (ii) to ratify (that is, to approve) or
                         reject the selection of KPMG Peat Marwick
                         LLP as the Trust's independent auditors
                         for the fiscal year ending March 31, 1997
                         (Proposal No. 1); and




PLEASE NOTE:
If you do not expect to attend the Meeting, you are requested to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying stamped envelope. To avoid
unnecessary expense to the Trust, your cooperation is requested in
mailing in your proxy no matter how large or small your holding may
be.





                              (iv) to act upon any other matters
                              which may properly come before the
                              Meeting at the scheduled time and
                              place or any adjourned meeting or
                              meetings. 

Who Can 
Vote What
Shares:        (d)       To vote at the Meeting, you must have
                         been a shareholder of the Trust's
                         Original Share Class or the Trust's
                         Service Share Class on the Trust's
                         records at the close of business on
                         January 17, 1997 (the "record date").
                         Also, the number of shares held by you
                         according to such records at the close of
                         business on the record date determines
                         the number of shares you may vote at the
                         Meeting (or any adjourned meeting or
                         meetings).




               By Order of the Board of Trustees,


                       EDWARD M. W. HINES
                            Secretary



February 20, 1997



                                
                                 (ii)





                         PACIFIC CAPITAL
                U.S.TREASURIES CASH ASSETS TRUST 

    380 Madison Avenue, Suite 2300, New York, New York 10017

                         PROXY STATEMENT

                          INTRODUCTION

     The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Pacific Capital U.S.
Treasuries Cash Assets Trust (the "Trust"). The purpose of this
proxy statement (all the rest of this document) is to give you
information on which you may base your decisions as to the choices,
if any, you make on the enclosed proxy card.

     A copy of the Trust's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Trust's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-228-7496 toll-free or 212-697-6666.

      The Trust's organizer and administrator (the "Administrator")
is Aquila Management Corporation, 380 Madison Avenue, Suite 2300,
New York, NY 10017. The Trust's principal underwriter (the
"Distributor") is Aquila Distributors, Inc., 380 Madison Avenue,
Suite 2300, New York, NY 10017. Hawaiian Trust Company, Limited,
Financial Plaza of the Pacific, P.O. Box 3170 Honolulu, Hawaii
96802 serves as the Trust's Investment Adviser.

     This Notice and Proxy Statement are first being mailed on or
about February 20, 1997. 

     Cash Assets Trust, a Massachusetts business trust, is a
professionally managed, open-end investment company consisting of
three separate portfolios: Pacific Capital Cash Assets Trust
("CAT"), Pacific Capital Tax-Free Cash Assets Trust ("TFCAT") and
Pacific Capital U.S. Treasuries Cash Assets Trust ("USTCAT" or the
"Trust"). In this Proxy Statement the "Business Trust" means Cash
Assets Trust, the business trust, the "Funds" means the three
portfolios of the Business Trust, including the Trust, and the
"Trust" means the Portfolio, Pacific Capital U.S. Treasuries Cash
Assets Trust. There are two classes of shares of each of the Funds:
"Service Shares" and "Original Shares."

     The enclosed proxy card authorizes the persons named (or their
substitutes) to vote your shares; the Trust calls these persons the
"proxy holders." As to the election of Trustees you may authorize
the proxy holders to vote your shares for the entire slate
indicated below by marking the appropriate box on the proxy card or
by merely signing and returning your proxy card with no
instructions. Or, you may withhold the authority of the proxy
holders to vote on the election of Trustees by marking the
appropriate box. Also, you may withhold that authority as to any
particular nominee by striking a line through the nominee's name on
the proxy card.

     As to the other matter listed on the proxy card, you may
direct the proxy holders to vote your shares on that proposal by
checking the appropriate box "For" or "Against" or instruct them
not to vote your shares on a proposal by checking the "Abstain"
box. If you return your signed proxy card and do not check any box
on a proposal, the proxy holders will vote your shares for that
proposal. Shares held by brokers in "street name" and not voted or
marked as abstentions will not be counted for purposes of
determining a quorum.

     You may end the power of the proxy holders to vote your shares
after you have signed and returned your proxy card and before the
power is used by (i) so notifying the Trust in writing; (ii)
signing a new and different proxy card (if the Trust receives it
before the old one is used); or (iii) voting your shares in person
or by your duly appointed agent at the meeting.

     The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxy cards
("proxies") to be used at the Annual Meeting to be held at the time
and place and for the purposes indicated in the Notice or any
adjourned meeting or meetings. The Trust pays the costs of the
solicitation. Proxies are being solicited by the use of the mails;
they may also be solicited by telephone, facsimile and personal
interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the
Trust's shares so that these owners may authorize the voting of
these shares. The Trust will pay these firms for their
out-of-pocket expenses for doing so.

     Each shareholder of the Business Trust on the record date is
entitled to one (1) vote for each dollar (and a proportionate
fractional vote for each fraction of a dollar) of net asset value
(determined as of the record date) represented by full and
fractional shares held on the record date. The meeting will act
upon certain matters that affect the Business Trust as a whole: the
election of Trustees and the action on the selection of auditors
(Proposal No. 1). On matters that affect the Business Trust as a
whole, all shareholders of the Business Trust, including the
shareholders both classes of the Trust and both classes of the
other two portfolios, are entitled to vote at the meeting. 

     On January 17, 1997 the total number of shares outstanding for
the Business Trust as a whole, and for each of the three Funds, was
as set forth in the table on Exhibit A to this Proxy Statement.
Also listed on Exhibit A are the names and addresses of the holders
as of that date of more than 5% of the outstanding shares of the
Business Trust and of each Fund. Shareholdings are in the names of
the holders listed, unless stated to be in the name of a nominee.

                      ELECTION OF TRUSTEES

     At the Meeting, eleven Trustees are to be elected. Whenever it
is stated in this Proxy Statement that a matter is to be acted on
at the Meeting, this means the Meeting held at the scheduled time
or any adjourned meeting or meetings.

     Each Trustee elected will serve until the next annual meeting
or until his or her successor is duly elected. The nominees
selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can instruct the
proxy holders as to the voting of your shares as to the election of
Trustees.

     Each of the nominees is presently a Trustee and was previously
elected by the shareholders. Messrs. Gushman, Hong, Okata and
Stender were elected by the shareholders on March 31, 1993. Each of
the other nominees has been a Trustee since the beginning of the
Business Trust's operations in 1984, except for Mr. Carlson, who
was originally elected a Trustee at a meeting of the Board of
Trustees held on October 19, 1987, Mr. Alden, who was originally
elected at a meeting of the Board of Trustees held on June 12, 1989
and Mr. Philpotts, who was originally elected at a meeting of the
Board of Trustees held June 6, 1992. 

     On the record date the officers and Trustees of the Trust held
as a group less than 1% of the outstanding voting shares of the
Business Trust or the Trust. Each of the Trust's Trustees and
officers holds the same position with all of the Funds, the Trust
and the two other series of the Business Trust. Each of the Trust's
Trustees is also a Trustee of Hawaiian Tax-Free Trust, a municipal
bond mutual fund having the same Adviser and Administrator as the
Trust. The beneficial ownership of shares indicated below includes
voting and investment control unless otherwise indicated. Shares
are given to the nearest full share. In the information below, the
Trust's Administrator, Aquila Management Corporation, is referred
to as the "Administrator," the Trust's Distributor, Aquila
Distributors, Inc., is referred to as the "Distributor" and
Hawaiian Trust Company, Limited is referred to by that name or as
the "Adviser." Mr. Herrmann is an interested person of the Trust,
as that term is defined in the Investment Company Act of 1940 (the
"1940 Act"), as an officer of the Trust and as a Director, officer
and shareholder of the Distributor). Mr. Philpotts is an interested
person of the Trust as a shareholder of the Adviser's corporate
parent. They are so designated by an asterisk.

Lacy B. Herrmann*, President and Chairman of the Board of Trustees,
Age: 67, Shares Owned: 110 Service Shares (1)

Founder, President and Chairman of the Board of Aquila Management
Corporation since 1984, the sponsoring organization and
Administrator and/or Adviser or Sub-Adviser to the following open-
end investment companies, and Founder, Chairman of the Board of
Trustees, and President of each: Pacific Capital Cash Assets Trust
since 1984; Churchill Cash Reserves Trust since 1985; Pacific
Capital Tax-Free Cash Assets Trust since 1988; each of which is a
money market fund, and together with Capital Cash Management Trust
("CCMT") and this Trust are called the Aquila Money-Market Funds;
and Hawaiian Tax-Free Trust since 1984; Tax-Free Trust of Arizona
since 1986; Tax-Free Trust of Oregon since 1986; Tax-Free Fund of
Colorado since 1987; Churchill Tax-Free Fund of Kentucky since
1987; Tax-Free Fund For Utah since 1992; and Narragansett Insured
Tax-Free Income Fund since 1992; each of which is a tax-free
municipal bond fund, and two equity funds, Aquila Rocky Mountain
Equity Fund since 1993 and Aquila Cascadia Equity Fund, since 1996,
which are called the Aquila Bond and Equity Funds; Vice President,
Director, Secretary and formerly Treasurer of Aquila Distributors,
Inc. since 1981, distributor of the above funds; President and
Chairman of the Board of Trustees of CCMT, a money market fund
since 1981, and an Officer and Trustee/Director of its predecessors
since 1974; Chairman of the Board of Trustees and President of
Prime Cash Fund (which is inactive), since 1982 and of Short Term
Asset Reserves 1984-1996; President and a Director of STCM
Management Company, Inc., sponsor and sub-adviser to CCMT;
Chairman, President, and a Director since 1984, of InCap Management
Corporation, formerly sub-adviser and administrator of Prime Cash
Fund and Short Term Asset Reserves, and Founder and Chairman of
several other money market funds; Director or Trustee of OCC Cash
Reserves, Inc., Oppenheimer Quest Global Value Fund, Inc.,
Oppenheimer Quest Value Fund, Inc., and Trustee of Quest For Value
Accumulation Trust, The Saratoga Advantage Trust, and of the
Rochester Group of Funds, each of which is an open-end investment
company; Trustee of Brown University, 1990-1996 and currently
Trustee Emeritus; actively involved for many years in leadership
roles with university, school and charitable organizations.

(1) Held of record by the Administrator.

Vernon R. Alden, Trustee, Age: 73, Shares Owned: None

Director of Colgate Palmolive Company since 1974, Digital Equipment
Corporation, a computer manufacturing corporation, since 1959,
Intermet Corporation, an independent foundry, since 1986, and
Sonesta International Hotels Corporation since 1978; Chairman of
the Board and Executive Committee of The Boston Company, Inc., a
financial services company, 1969-1978; Trustee of Tax-Free Trust of
Oregon since 1988, of Hawaiian Tax-Free Trust, Pacific Capital Cash
Assets Trust and Pacific Capital Tax-Free Cash Assets Trust since
1989, of Cascades Cash Fund, 1989-1994, of Narragansett Insured
Tax-Free Income Fund since 1992, and of Aquila Cascadia Equity Fund
since 1996; Associate Dean and member of the faculty of Harvard
University Graduate School of Business Administration, 1951-1962;
member of the faculty and Program Director of Harvard Business
School - University of Hawaii Advanced Management Program, summer
of 1959 and 1960; President of Ohio University, 1962-1969; Chairman
of The Japan Society of Boston, Inc., and member of several Japan-
related advisory councils; Chairman of the Massachusetts Business
Development Council and the Massachusetts Foreign Business Council,
1978-1983; Trustee of the Boston Symphony Orchestra since 1975;
Chairman of the Massachusetts Council on the Arts and Humanities,
1972-1984; Member of the Board of Fellows of Brown University,
1969-1986; Trustee and member of the Executive Committee, Plimoth
Plantation; trustee of various other cultural and educational
organizations; Honorary Consul General of the Royal Kingdom of
Thailand.

Arthur K. Carlson, Trustee, Age: 75, Shares Owned: None

Retired; Advisory Director of the Renaissance Companies (design and
construction companies of commercial, industrial and upscale
residential properties) since 1996; Senior Vice President and
Manager of the Trust Division of The Valley National Bank of
Arizona, 1977-1987; Trustee of Tax-Free Fund of Colorado, Hawaiian
Tax-Free Trust, Tax-Free Trust of Arizona and Pacific Capital Cash
Assets Trust since 1987, of Pacific Capital Tax-Free Cash Assets
Trust since 1988 and of Aquila Rocky Mountain Equity Fund since
1993; previously Vice President of Investment Research at Citibank,
New York City, and prior to that Vice President and Director of
Investment Research of Irving Trust Company, New York City; past
President of The New York Society of Security Analysts and
currently a member of the Phoenix Society of Financial Analysts;
formerly Director of the Financial Analysts Federation; past
Chairman of the Board and, currently, Director of Mercy Healthcare
of Arizona, Phoenix, Arizona since 1990; Director of Northern
Arizona University Foundation since 1990; present or formerly an
officer and/or director of various other community and professional
organizations.

William M. Cole, Trustee, Age: 65, Shares Owned: None

President of Cole International, Inc., financial and shipping
consultants, since 1974; President of Cole Associates, shopping
center and real estate developers, 1974-1976; President of Seatrain
Lines, Inc., 1970-1974; former General Partner of Jones & Thompson,
international shipping brokers; Trustee of Pacific Capital Cash
Assets Trust since 1984, of Hawaiian Tax-Free Trust since 1985, of
Tax-Free Fund of Colorado since 1987 and of Pacific Capital Tax-
Free Cash Assets Trust since 1988; Chairman of Cole Group, a
financial consulting and real estate firm, since 1985.

Thomas W. Courtney, C.F.A., Trustee, Age: 63, Shares Owned: None

President of Courtney Associates, Inc., a venture capital firm,
since 1988; General Partner of Trivest Venture Fund, 1983-1988;
President of Federated Investment Counseling Inc., 1975-1982;
President of Boston Company Institutional Investors, Inc., 1970-
1975; formerly a Director of the Financial Analysts Federation;
Trustee of Hawaiian Tax-Free Trust and Pacific Capital Cash Assets
Trust since 1984, of Tax-Free Trust of Arizona since 1986 and of
Pacific Capital Tax-Free Cash Assets Trust since 1988; Director or
Trustee of OCC Cash Reserves, Inc., Oppenheimer Quest Global Value
Fund, Inc., Oppenheimer Quest Value Fund, Inc., and Trustee of
Quest For Value Accumulation Trust and of the Rochester Group of
Funds, each of which is an open-end investment company.

Richard W. Gushman, II, Trustee, Age: 50, Shares Owned: None

President and Chief Executive Officer of OKOA, INC., a private
Hawaii corporation involved in real estate; adviser to RAMPAC,
Inc., a wholly owned subsidiary of the Bank of Hawaii, involved
with commercial real estate finance; Trustee of Hawaiian Tax-Free
Trust since 1992 and of Pacific Capital Cash Assets Trust and
Pacific Capital Tax-Free Cash Assets Trust since 1993; Trustee of
Pacific Capital Funds, which includes bond and stock funds, since
1993; Member of the Boards of Aloha United Way, Downtown
Improvement Association, Boys and Girls Club of Honolulu and
Oceanic Cablevision, Inc.

Stanley W. Hong, Trustee, Age: 60, Shares Owned: None

President and Chief Executive Officer of The Chamber of Commerce of
Hawaii since 1996; Business consultant since 1994; Senior Vice
President of McCormack Properties, Ltd., 1993-1994; President and
Chief Executive of the Hawaii Visitors Bureau, 1984-1993; Vice
President, General Counsel and Corporate Secretary at TheoDavies &
Co., Ltd., a multiple business company, 1973-1984; formerly
Legislative Assistant to U.S. Senator Hiram L. Fong; member of the
Boards of Directors of several community organizations; Trustee of
Hawaiian Tax-Free Trust since 1992 and of Pacific Capital Cash
Assets Trust and Pacific Capital Tax-Free Cash Assets Trust since
1993; Trustee of Pacific Capital Funds, which includes bond and
stock funds, since 1993; Director of Capital Investment of Hawaii,
Inc. since 1995 (Real Estate and Wholesale Bakery); Director,
Central Pacific Bank since 1995; Trustee of Nature Conservancy of
Hawaii since 1990; Regent of Chaminade University of Honolulu since
1990. 

Theodore T. Mason, Trustee, Age: 61, Shares Owned: None

Managing Director of EastWind Power Partners, Ltd. since 1994;
Director of Cogeneration Development of Willamette Industries,
Inc., a forest products company, 1991-1993; Vice President of
Corporate Development of Penntech Papers, Inc., 1978-1991; Vice
President of Capital Projects for the same company, 1977-1978; Vice
Chairman of the Board of Trustees of CCMT since 1981; Trustee and
Vice President, 1976-1981, and formerly Director of its
predecessor; Director of STCM Management Company, Inc.; Vice
Chairman of the Board of Trustees and Trustee of Prime Cash Fund
(which is inactive) since 1982; Trustee of Short Term Asset
Reserves, 1984-1986 and 1989-1996, of Hawaiian Tax-Free Trust and
Pacific Capital Cash Assets Trust since 1984, of Churchill Cash
Reserves Trust since 1985, of Pacific Capital Tax-Free Cash Assets
Trust since 1988 and of Churchill Tax-Free Fund of Kentucky since
1992; Vice President and Trustee of Oxford Cash Management Fund,
1983-1989; Vice President of Trinity Liquid Assets Trust, 1983-
1985; President and Director of Ted Mason Venture Associates, Inc.,
a venture capital consulting firm, 1972-1980; Advisor to the
Commander, U.S. Maritime Defense Zone Atlantic, 1984-1988; National
Vice President, Surface/Subsurface, Naval Reserve Association,
1985-1987; National Vice President, Budget and Finance, for the
same Association, 1983-1985; Commanding Officer of four Naval
Reserve Units, 1974-1985; Captain, USNR, 1978-1988.

Russell K. Okata, Trustee, Age: 52, Shares Owned: None

Executive Director, Hawaii Government Employees Association AFSCME
Local 152, AFL-CIO; Trustee of Hawaiian Tax-Free Trust since 1992
and of Pacific Capital Cash Assets Trust and Pacific Capital Tax-
Free Cash Assets Trust since 1993; Trustee of Pacific Capital
Funds, which includes bond and stock funds, since 1993; Chairman of
the Royal State Insurance Group since 1988; Trustee of several
charitable organizations.

Douglas Philpotts*, Trustee, Age: 65, Shares Owned: None

Retired; Director of Hawaiian Trust Company, Limited since 1986,
Chairman of the Board, 1992-1994 and President, 1986-1992; Director
of Victoria Ward, Limited; Trustee of Pacific Capital Cash Assets
Trust, Pacific Capital Tax-Free Cash Assets Trust and Hawaiian Tax-
Free Trust since 1992; Trustee of Pacific Capital Funds, which
includes bond and stock funds, since 1993; Trustee of the Strong
Foundation; present or former director or trustee of a number of
civic and charitable organizations in Hawaii.

Oswald K. Stender, Trustee, Age: 65, Shares Owned: 2,279 Original
Shares (2)

Trustee of the Bernice Pauahi Bishop Estate since 1990; Director of
Hawaiian Electric Industries, Inc., a public utility holding
company, since 1993; Senior Advisor to the Trustees of The Estate
of James Campbell, 1987-1989 and Chief Executive Officer, 1976-
1988; Director of several housing and real estate associations;
Director, member or trustee of several community organizations;
Trustee of Hawaiian Tax-Free Trust since 1992 and of Pacific
Capital Cash Assets Trust and Pacific Capital Tax-Free Cash Assets
Trust since 1993; Trustee of Pacific Capital Funds, which includes
bond and stock funds, since 1993.

(2) Held under the Uniform Gifts to Minors Act for a relative.

Diana P. Herrmann, Senior Vice President, Age: 38

Senior Vice President and Secretary and formerly Vice President of
the Administrator since 1986 and Director since 1984; Trustee of
Tax-Free Trust of Arizona and Tax-Free Trust of Oregon since 1994
and of Churchill Tax-Free Fund of Kentucky and Churchill Cash
Reserves Trust since 1995; Vice President of InCap Management
Corporation since 1986 and Director since 1983; Senior Vice
President or Vice President and formerly Assistant Vice President
of the Money Funds since 1986; Vice-President of Prime Cash Fund
(which is inactive), since 1986, of Cascades Cash Fund 1989-1994,
and of Short Term Asset Management Fund, 1986-1988; Assistant Vice
President of Oxford Cash Management Fund, 1986-1988; Assistant Vice
President and formerly Loan Officer of European American Bank,
1981-1986; daughter of the Trust's President; Trustee of the
Leopold Schepp Foundation (academic scholarships) since 1995;
actively involved in mutual fund and trade associations and in
college and other volunteer organizations.

William C. Wallace, Vice President, Age: 61

Vice President of Capital Cash Management Trust and Pacific Capital
Cash Assets Trust since 1984; Senior Vice President of Hawaiian
Tax-Free Trust since 1985 and Vice President, 1984-1985; Senior
Vice President of Tax-Free Trust of Arizona since 1989 and Vice
President, 1986-1988; Vice President of Tax-Free Trust of Oregon
since 1986, of Churchill Tax-Free Fund of Kentucky and Tax-Free
Fund of Colorado since 1987, of Pacific Capital Tax-Free Cash
Assets Trust since 1988 and of Narragansett Insured Tax-Free Income
Fund since 1992; Secretary and Director of STCM Management Company,
Inc. since 1974; President of the Distributor since 1995 and
formerly Vice President of the Distributor, 1986-1992; Member of
the Panel of Arbitrators, American Arbitration Association, since
1978; Assistant Vice President, American Stock Exchange, Market
Development Division, and Director of Marketing, American Gold Coin
Exchange, a subsidiary of the American Stock Exchange, 1976-1984.

Charles E. Childs, III, Vice President, Age: 39

Vice President - Administration and formerly Assistant Vice
President and Associate of the Administrator since 1987; Vice
President or Assistant Vice President of the Money Funds since
1988; Northeastern University, 1986-1987 (M.B.A., 1987); Financial
Analyst, Unisys Corporation, 1986; Associate Analyst at National
Economic Research Associates, Inc. (NERA), a micro-economic
consulting firm, 1979-1985.

John M. Herndon, Vice President and Assistant Secretary, Age: 57

Assistant Secretary of the Aquila Money-Market Funds and the Aquila
Bond and Equity Funds since 1995 and Vice President of the Aquila
Money-Market Funds since 1990; Vice President of the Administrator
since 1990; Investment Services Consultant and Bank Services
Executive of Wright Investors' Service, a registered investment
adviser, 1983-1989; Member of the American Finance Association, the
Western Finance Association and the Society of Quantitative
Analysts.

Sherri Foster, Vice President, Age: 46

Senior Vice President of Hawaiian Tax-Free Trust since 1993, Vice
President, 1988-1992 and Assistant Vice President, 1985-1988;
Assistant Vice President of Pacific Capital Cash Assets Trust since
1985 and of Pacific Capital Tax-Free Cash Assets Trust since 1988;
Registered Representative of the Distributor since 1985; Realtor-
Associate of Sherrian Bender Realty, successor to John Wilson
Enterprises, 1983-1994; Executive Secretary of the Hyatt Regency,
Maui, 1981-1983.

Rose F. Marotta, Chief Financial Officer, Age: 72

Chief Financial Officer of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1991 and Treasurer, 1981-1991;
formerly Treasurer of the predecessor of CCMT; Treasurer and
Director of STCM Management Company, Inc., since 1974; Treasurer of
Trinity Liquid Assets Trust, 1982-1986 and of Oxford Cash
Management Fund, 1982-1988; Treasurer of InCap Management
Corporation since 1982, of the Administrator since 1984 and of the
Distributor since 1985.

Richard F. West, Treasurer, Age: 61

Treasurer of the Aquila Money-Market Funds and the Aquila Bond and
Equity Funds and of Aquila Distributors, Inc. since 1992; Associate
Director of Furman Selz Incorporated, 1991-1992; Vice President of
Scudder, Stevens & Clark, Inc. and Treasurer of Scudder
Institutional Funds, 1989-1991; Vice President of Lazard Freres
Institutional Funds Group, Treasurer of Lazard Freres Group of
Investment Companies and HT Insight Funds, Inc., 1986-1988; Vice
President of Lehman Management Co., Inc. and Assistant Treasurer of
Lehman Money Market Funds, 1981-1985; Controller of Seligman Group
of Investment Companies, 1960-1980.

Edward M. W. Hines, Secretary, Age: 57

Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines & Mone
LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary of the
Aquila Money-Market Funds and the Aquila Bond and Equity Funds
since 1982; Secretary of Trinity Liquid Assets Trust, 1982-1985 and
Trustee of that Trust, 1985-1986; Secretary of Oxford Cash
Management Fund, 1982-1988.

Patricia A. Craven, Assistant Secretary & Compliance Officer, Age:
30

Assistant Secretary of the Aquila Money-Market Funds and the Aquila
Bond and Equity Funds since 1995; Counsel to the Administrator and
the Distributor since 1995; formerly a Legal Associate for
Oppenheimer Management Corporation, 1993-1995.

Compensation of Trustees

     The Funds do not pay fees to Trustees affiliated with the
Administrator or Adviser or to any of the Trust's officers. During
the fiscal year ended March 31, 1996, CAT, TFCAT and USTCAT paid,
respectively $102,486, $44,880 and $28,696, in compensation and
reimbursement of expenses to its other Trustees. The Funds are
among the 14 funds in the Aquilasm Group of Funds, which consists
of tax-free municipal bond funds, money market funds and two equity
funds. The following tables list the compensation of all Trustees
who received compensation from the Funds, the compensation each
received during each Fund's fiscal year from all funds in the
Aquilasm Group of Funds and the number of such funds. None of such
Trustees has any pension or retirement benefits from the Trust or
any of the other funds in the Aquila group.




                  Compensation        Compensation        Compensation
Name              from CAT            from TFCAT          from USTCAT

                                                 
Vernon R.         $7,514              $4,099              $2,136
Alden

Arthur K.         $7,467              $3,428              $2,269
Carlson

William M.        $7,106              $3,219              $2,161
Cole

Thomas W.         $8,674              $3,317              $2,200
Courtney

Richard W.        $7,437              $3,456              $2,307
Gushman

Stanley W.        $7,055              $3,375              $2,238
Hong        

Theodore T.       $7,877              $3,292              $2,187
Mason

Russell K.        $7,531              $3,226              $2,165
Okata 

Douglas           $2,686              $1,422              $1,093
Philpotts

Oswald K.         $6,439              $3,088              $2,026
Stender



                  Compensation from        Number of Aquila Group
                  from all funds in        boards on which the
Name              the Aquila Group         Trustee serves

                                     
Vernon R.         $47,210                  6
Alden      

Arthur K.         $39,290                  7
Carlson

William M.        $31,403                  5
Cole

Thomas W.         $32,871                  5
Courtney

Richard W.        $23,650                  4
Gushman

Stanley W.        $23,967                  4
Hong

Theodore T.       $43,015                  8
Mason

Russell K.        $23,070                  4
Okata 

Douglas           $10,307                  4
Philpotts

Oswald K.         $20,302                  4
Stender




     The Trust's Administrator is administrator to the Aquilasm
Group of Funds, which consists of tax-free municipal bond funds,
money market funds and two equity funds. As of September 30, 1996,
these funds had aggregate assets of approximately $2.6 billion, of
which approximately $700 million consisted of assets of the money
market funds. The Administrator, which was founded in 1984, is
controlled by Mr. Lacy B. Herrmann (directly, through a trust and
through share ownership by his wife). 

     For each Fund's fiscal year ended March 31, 1996, CAT, TFCAT
and USTCAT paid or accrued to the Adviser fees of $1,353,593,
$394,009 and $210,982 respectively, and paid or accrued to the
Administrator fees of $597,533, $152,543 and $88,287, respectively
under the Advisory and Administration Agreements. For USTCAT, the
Adviser waived $44,372 and the Administrator waived $14,790 of such
fees.

     The Distributor currently handles the distribution of the
shares of fourteen funds (six money market funds, seven tax-free
municipal bond funds and two equity funds) including the Trust.
Under the Distribution Agreement, the Distributor is responsible
for the payment of certain printing and distribution costs relating
to prospectuses and reports as well as the costs of supplemental
sales literature, advertising and other promotional activities. All
of the shares of the Distributor are owned by Mr. Herrmann.

     At the date of this proxy statement, there is a proposed
transaction whereby all of the shares of the Distributor, which are
currently owned by Mr. Herrmann, will be owned by certain directors
and/or officers of the Administrator and/or the Distributor
including Mr. Herrmann. 

Other Information on Trustees

     The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons," as that term is defined in the 1940 Act. The
Committee (i) recommends to the Board of Trustees what firm of
independent auditors will be selected by the Board of Trustees
(subject to shareholder ratification); (ii) reviews the methods,
scope and result of audits and the fees charged; and (iii) reviews
the adequacy of the Trust's internal accounting procedures and
controls. The Committee held two meetings during the Trust's last
fiscal year. The Board of Trustees does not have a nominating
committee. During the Trust's last fiscal year, the Board of
Trustees held five meetings. All Trustees were present for at least
75% of the total number of Board meetings and Audit Committee
Meetings (if such Trustee was a member of that Committee).
                                
                    RATIFICATION OR REJECTION
                         OF SELECTION OF
                      INDEPENDENT AUDITORS
                        (Proposal No. 1)

     KPMG Peat Marwick LLP, which is currently serving as the
Trust's auditors, has been selected by the Trust's Board of
Trustees, including a majority of the Independent Trustees, as the
Trust's independent auditors for the fiscal year ending March 31,
1997. Such selection is submitted to the shareholders for
ratification or rejection.

     The firm has no direct or indirect financial interest in the
Trust, the Trust's Adviser or the Trust's Administrator. It is
expected that representatives of the firm not will be present at
the meeting but will be available should any matter arise requiring
their presence.

                           RECEIPT OF
                      SHAREHOLDER PROPOSALS

     Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in those
rules may, under certain conditions, be included in the Trust's
proxy statement and proxy card for a particular annual meeting. One
of these conditions relates to the timely receipt by the Trust of
any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Trust's next annual meeting
after the meeting to which this Proxy Statement relates must be
received by the Trust not less than 120 days before the anniversary
of the date stated in this Proxy Statement for the first mailing of
this Proxy Statement. The date for such submission could change,
depending on the scheduled date for the next annual meeting; if so,
the Trust will so advise you.

     The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.

                         OTHER BUSINESS

     The Trust does not know of any other matter which will come up
for action at the Meeting. If any other matter or matters properly
come up for action at the Meeting, including any adjournment of the
Meeting, the proxy holders will vote the shares which the proxy
cards entitle them to vote in accordance with their judgment on
such matter or matters. That is, by signing and returning your
proxy card, you give the proxy holders discretionary authority as
to any such matter or matters.





                              EXHIBIT A

TOTAL NUMBER OF SHARES OUTSTANDING TOGETHER WITH THE HOLDINGS OF
SHAREHOLDERS WITH MORE THAN 5% OF THE OUTSTANDING SHARES OF THE
BUSINESS TRUST AS A WHOLE AND OF EACH OF ITS THREE PORTFOLIOS AS
                    OF JANUARY 17, 1997

                        ============



                                             Pacific Capital
                         Business Trust      Cash Assets Trust
                         Shares owned        Shares owned
                         and % of            and % of
Name and Address         total shares        total shares   

                                       
Hawaiian Trust
Company, Limited, 
Financial Plaza
of the Pacific, 
Honolulu,                343,272,862         226,233,382
Hawaii                   (52.3%)             (53.5%)   
                              

Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis,               143,249,593         131,617,918
Missouri                 (21.8%)             (31.1%)


BHC Securities Inc.,
2005 Market St.,
Philadelphia,            148,711,870         63,589,122
Pennsylvania             (22.7%)             (15.0%)


First Union
National Bank,
401 South Tryon Street,
Charlotte,               16,243,127          None
North Carolina               *


TOTAL SHARES
OUTSTANDING              656,154,884         422,858,551






                         Pacific Capital     Pacific Capital
                         Tax-Free Cash       U.S. Treasuries
                         Assets Trust        Cash Assets Trust
                         Shares owned        Shares owned
                         and % of            and % of 
Name and Address         total shares        total shares

                                       
Hawaiian Trust      
Company, Limited              
Financial Plaza
of the Pacific
Honolulu,                61,375,988          55,663,492
Hawaii                   (58.5%)             (43.4%)
                    
                    
Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis,                  *                9,708,030 
Missouri                                     (7.6%)


BHC Securities, Inc.,
2005 Market St.,
Philadelphia,            22,295,740          62,827,008
Pennsylvania             (21.2%)             (49.0%)


First Union
National Bank,
401 South Tryon Street,
Charlotte,               16,243,127          None
North Carolina           (15.5%)


TOTAL SHARES
OUTSTANDING              105,000,069         128,296,264


*  N/A -- Less than 5% of the portfolio







IMPORTANT NOTICE
PLEASE READ
IMMEDIATELY

PACIFIC CAPITAL
U.S. TREASURIES
CASH ASSETS TRUST

[LOGO]

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD ON MARCH 27, 1997

PROXY STATEMENT




                                                                 
                         PACIFIC CAPITAL
                U.S. TREASURIES CASH ASSETS TRUST

          PROXY FOR SHAREHOLDERS MEETING MARCH 27, 1997

            PROXY SOLICITED ON BEHALF OF THE TRUSTEES

     The undersigned shareholder of PACIFIC CAPITAL U.S.TREASURIES
CASH ASSETS TRUST (the "Trust") does hereby appoint LACY B.
HERRMANN and EDWARD M. W. HINES, or either of them, as attorneys
and proxies of the undersigned, with full power of substitution, to
attend the Annual Meeting of Shareholders of Cash Assets Trust, of
which the Trust is a portfolio, to be held on March 27, 1997 at the
offices of the Trust, 380 Madison Avenue, New York, NY 10017 at
10:00 a.m. local time, and at all adjournments thereof, and thereat
to vote the shares held in the name of the undersigned on the
record date for said meeting on the matters listed below.

     Please mark your proxy, date and sign it below and return it
promptly in the accompanying envelope which requires no postage if
mailed in the United States.

     Management recommends a vote FOR all nominees listed below and
FOR the proposals listed below.  The shares represented hereby will
be voted as indicated below or FOR if no choice is indicated.

     As to any other matter said attorneys shall vote in accordance
with their best judgment.


          Election of Trustees---.
                __ 
               [__]       FOR all nominees listed below
                __ 
               [__]       VOTE WITHHELD for all nominees listed 
                               below    
     
(Instructions:  To withhold authority to vote for any one or more
of the nominees, strike a line through the name of that nominee 
or the names of such nominees in the list below.)

LACY B. HERRMANN; VERNON R. ALDEN; ARTHUR K. CARLSON; 
WILLIAM M. COLE; THOMAS W. COURTNEY; RICHARD W. GUSHMAN, II; 
STANLEY W. HONG; THEODORE T. MASON; RUSSELL K. OKATA; 
DOUGLAS PHILPOTTS; OSWALD K. STENDER; 


                 Ratification of selection of KPMG Peat Marwick
                 LLP as independent auditors              
                               __           __            __      
(Proposal No. 1)          FOR [__] AGAINST [__]  ABSTAIN [__]





                 Dated:  ____________  ______, 1997
                            Month        Day


__________________________________
                    SIGNATURE(S)


                                   
__________________________________
                    SIGNATURE(S)

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON.  When signing as
a custodian, attorney, executor, administrator, trustee, guardian,
etc., please sign your full title as such.  Joint owners should
each sign.