24F-2NT

                           FORM 24F-2
                Annual Notice of Securities Sold
                     Pursuant to Rule 24F-2


1.  Name and address of issuer: Cash Assets Trust
    380 Madison Avenue, Suite 2300, New York, NY 10017          

2.  Name of each series or class of funds for which this notice is
    filed: 
    Pacific Capital Cash Assets Trust, Original Class
    Pacific Capital Cash Assets Trust, Service Class
    Pacific Capital Tax-Free Cash Assets Trust, Original Class
    Pacific Capital Tax-Free Cash Assets Trust, Service Class
    Pacific Capital U.S. Treasuries Cash Assets Trust, Original Class 
    Pacific Capital U.S. Treasuries Cash Assets Trust, Service Class

3.  Investment Company Act File Number: 811-4066
    Securities Act File Number: 2-92164

4.  Last day of fiscal year for which this notice is filed:
    March 31, 1997

5.  Check box if this notice is being filed more than 180 days after
    the close of the issuer's fiscal year for purposes of reporting 
    securities sold after the close of the fiscal year but before   
    termination of the issuer's 24f-2 declaration: [  ]
 
6.  Date of termination of issuers's declaration under rule 24f-    
    2(a)(1), if applicable: Not applicable

7.  Number and amount of securities of the same class or series which
    had been registered under the Securities Act of 1933 other than 
    pursuant to rule 24f-2 in a prior fiscal year, but which remained 
    unsold at the beginning of the fiscal year: 0
    
8.  Number and amount of securities registered during the fiscal
    year other than pursuant to rule 24f-2: 
    Number: 124,717,233
    Amount: $124,717,233

9.  Number and aggregate sale price of securities sold during the
    fiscal year:
    Number: 3,018,172,763
    Sale Price: $3,018,172,763

10. Number and aggregate sale price of securities sold during the
    fiscal year in reliance upon registration pursuant to rule 24f-2: 
    Number: 2,893,455,530
    Sale Price: $2,893,455,530

11. Number and aggregate sale price of securities issued during the
    fiscal year in connection with dividend reinvestment plans, if
    applicable:
    Number: 5,243,402
    Sale Price: $5,243,402


12. Calculation of registration fee:

    (i)   Aggregate sale price of securities sold during the fiscal
          year in reliance on rule 24f-2 (from Item 10):
          $2,893,455,530

    (ii)  Aggregate price of shares issued in connection with
          dividend reinvestment plans (from Item 11, if          
          applicable): $5,243,402

    (iii) Aggregate price of shares redeemed or repurchased during
          the fiscal year (if applicable): -$2,840,852,014

    (iv)  Aggregate price of shares redeemed or repurchased and
          previously applied as a reduction to filing fees pursuant
          to rule 24e-2 (if applicable): 0

    (v)   Net aggregate price of securities sold and issued during
          the fiscal year in reliance on rule 24f-2 [line (i), plus
          line (ii), less line (iii), plus line (iv)] (if
          applicable): $57,846,918

    (vi)  Multiplier prescribed by Section 6(b) of the Securities
          Act of 1933 or other applicable law or regulation:     
          1/33 of 1%

    (vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
          $17,529.37
          
13. Check box if fees are being remitted to the Commission's lockbox 
    depository as described in section 3a of the Commission's Rules 
    of Informal and Other Procedures (17 CFR 202.3a).  [ x ]

    Date of mailing or wire transfer of filing fees to the
    Commission's lockbox depository: May 19,1997
    


                           SIGNATURES

This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.

By (Signature and Title)                /s/ Richard F. West
                                        ---------------------------
                                        Richard F. West, Treasurer
                   
                              
Date: May 19, 1997

EX-99

              HOLLYER BRADY SMITH TROXELL
           BARRETT ROCKETT HINES & MONE LLP
                   551 Fifth Avenue
                  New York, NY 10176

                  Tel: (212) 818-1110
                  FAX: (212) 818-0494
             e-mail: wldbst@ix.netcom.com


                               May 16, 1997


Pacific Capital Cash Assets Trust
380 Madison Avenue, Suite 2300
New York, New York  10017

Gentlemen:

     You have requested that we render an opinion to
Pacific Capital Cash Assets Trust (the "Trust") with
respect to the matters described in Rule 24f-2(b)(1)
under the Investment Company Act of 1940 (the "1940
Act") which you are required to file with the
Securities and Exchange Commission (the "Commission")
together with a Rule 24f-2 Notice for the fiscal year
of the Trust ended March 31, 1997 (the "Notice").

     We have examined originals or copies, identified
to our satisfaction as being true copies, of those
corporate records of the Trust, certificates of public
officials, and other documents and matters as we have
deemed necessary for the purpose of this opinion.  We
have assumed without independent verification the
authenticity of the documents submitted to us as
originals and the conformity to the original documents
of all documents submitted to us as copies.

     Upon the basis of the foregoing and in reliance
upon such other matters as we deem relevant under the
circumstances, it is our opinion that the shares of the
Trust, the registration of which is made definite by
the accompanying Notice, were legally issued by the
Trust, are fully paid and are non-assessable to the
extent set forth in its prospectus and/or statement of
additional information forming part of its registration
statement under the Securities Act of 1933.

     We have not verified, are not passing upon and do
not assume any responsibility for the accuracy or
completeness of the statements contained in the Notice,
or for the propriety of the filing of the Notice with
the Commission.    

     This letter is furnished to you pursuant to your
request and to the requirements imposed upon you by
Rule 24f-2(b)(1) under the Act and is intended solely
for your use for the purpose of completing the filing
of the Notice with the Commission.  This letter may not
be used for any other purpose or furnished to or relied
upon by any other persons, or included in any filing
made with any other regulatory authority, without our
prior written consent. 

     We hereby consent to the filing of this opinion
with said Notice.

                            Very truly yours,
                           
                         HOLLYER BRADY SMITH TROXELL   
                      BARRETT ROCKETT HINES & MONE LLP 


                         /s/ W.L.D. Barrett

                          By:__________________________

EX-99

              HOLLYER BRADY SMITH TROXELL
           BARRETT ROCKETT HINES & MONE LLP
                   551 Fifth Avenue
                  New York, NY 10176

                  Tel: (212) 818-1110
                  FAX: (212) 818-0494
             e-mail: wldbst@ix.netcom.com


                               May 16, 1997


Pacific Capital Tax-Free Cash Assets Trust
380 Madison Avenue, Suite 2300
New York, New York  10017

Gentlemen:

     You have requested that we render an opinion to
Pacific Capital Tax-Free Cash Assets Trust (the
"Trust") with respect to the matters described in Rule
24f-2(b)(1) under the Investment Company Act of 1940
(the "1940 Act") which you are required to file with
the Securities and Exchange Commission (the
"Commission") together with a Rule 24f-2 Notice for the
fiscal year of the Trust ended March 31, 1997 (the
"Notice").

     We have examined originals or copies, identified
to our satisfaction as being true copies, of those
corporate records of the Trust, certificates of public
officials, and other documents and matters as we have
deemed necessary for the purpose of this opinion.  We
have assumed without independent verification the
authenticity of the documents submitted to us as
originals and the conformity to the original documents
of all documents submitted to us as copies.

     Upon the basis of the foregoing and in reliance
upon such other matters as we deem relevant under the
circumstances, it is our opinion that the shares of the
Trust, the registration of which is made definite by
the accompanying Notice, were legally issued by the
Trust, are fully paid and are non-assessable to the
extent set forth in its prospectus and/or statement of
additional information forming part of its registration
statement under the Securities Act of 1933.

     We have not verified, are not passing upon and do
not assume any responsibility for the accuracy or
completeness of the statements contained in the Notice,
or for the propriety of the filing of the Notice with
the Commission.    

     This letter is furnished to you pursuant to your
request and to the requirements imposed upon you by
Rule 24f-2(b)(1) under the Act and is intended solely
for your use for the purpose of completing the filing
of the Notice with the Commission.  This letter may not
be used for any other purpose or furnished to or relied
upon by any other persons, or included in any filing
made with any other regulatory authority, without our
prior written consent. 

     We hereby consent to the filing of this opinion
with said Notice.

                            Very truly yours,
                           
                         HOLLYER BRADY SMITH TROXELL   
                      BARRETT ROCKETT HINES & MONE LLP 

                         /s/ W.L.D. Barrett


                          By:__________________________

EX-99

              HOLLYER BRADY SMITH TROXELL
           BARRETT ROCKETT HINES & MONE LLP
                   551 Fifth Avenue
                  New York, NY 10176

                  Tel: (212) 818-1110
                  FAX: (212) 818-0494
             e-mail: wldbst@ix.netcom.com


                               May 16, 1997


Pacific Capital U.S. Treasuries Cash Assets Trust
380 Madison Avenue, Suite 2300
New York, New York  10017

Gentlemen:

     You have requested that we render an opinion to
Pacific Capital U.S. Treasuries Cash Assets Trust (the
"Trust") with respect to the matters described in Rule
24f-2(b)(1) under the Investment Company Act of 1940
(the "1940 Act") which you are required to file with
the Securities and Exchange Commission (the
"Commission") together with a Rule 24f-2 Notice for the
fiscal year of the Trust ended March 31, 1997 (the
"Notice").

     We have examined originals or copies, identified
to our satisfaction as being true copies, of those
corporate records of the Trust, certificates of public
officials, and other documents and matters as we have
deemed necessary for the purpose of this opinion.  We
have assumed without independent verification the
authenticity of the documents submitted to us as
originals and the conformity to the original documents
of all documents submitted to us as copies.

     Upon the basis of the foregoing and in reliance
upon such other matters as we deem relevant under the
circumstances, it is our opinion that the shares of the
Trust, the registration of which is made definite by
the accompanying Notice, were legally issued by the
Trust, are fully paid and are non-assessable to the
extent set forth in its prospectus and/or statement of
additional information forming part of its registration
statement under the Securities Act of 1933.

     We have not verified, are not passing upon and do
not assume any responsibility for the accuracy or
completeness of the statements contained in the Notice,
or for the propriety of the filing of the Notice with
the Commission.    

     This letter is furnished to you pursuant to your
request and to the requirements imposed upon you by
Rule 24f-2(b)(1) under the Act and is intended solely
for your use for the purpose of completing the filing
of the Notice with the Commission.  This letter may not
be used for any other purpose or furnished to or relied
upon by any other persons, or included in any filing
made with any other regulatory authority, without our
prior written consent. 

     We hereby consent to the filing of this opinion
with said Notice.

                            Very truly yours,
                           
                         HOLLYER BRADY SMITH TROXELL   
                      BARRETT ROCKETT HINES & MONE LLP 


                         /s/ W.L.D. Barrett

                          By:__________________________