24F-2NT

                                                      May 22, 1995




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Re:   Rule 24f-2 Notice for Prudential Institutional Liquidity
      Portfolio, Inc. (File No. 33-17224)


Ladies and Gentlemen:

     This Notice is filed on behalf of Prudential Institutional
Liquidity Portfolio, Inc., pursuant to the requirements of Rule
24f-2 under the Investment Company Act of 1940.

     1.   Fiscal year for which notice is filed: March 31, 1995.

     2.   Number of shares registered under the Securities Act of
          1933 other than pursuant to Rule 24f-2 but which remained
          unsold as of April 1, 1994, the beginning of the fiscal
          year:  None.

     3.   The number of shares registered during the fiscal year
          ended 3/31/95 other than pursuant to Rule 24f-2:
          124,594,676.

     4.   The number of shares sold* during the fiscal year ended
          3/31/95: 1,920,194,727.

     5.   The number of shares sold during the fiscal year ended
          3/31/95 in reliance upon Rule 24f-2: 1,845,315,406.

    Pursuant to the requirements of Rule 24f-2, I have enclosed the
required opinion of counsel.

*Calculation of Fee           No. of Shares      Dollar Amount

Shares sold during fiscal     1,920,194,727      $1,920,194,727
  year 1995

Shares redeemed during       (1,845,315,406)     (1,845,315,406)
  fiscal year 1995

Sub-total                       74,879,321       $ 74,879,321

Shares registered under
  24(e) in fiscal year 1995   (124,594,676)      ($124,594,676)

Less shares sold in reliance  (74,879,321)        ($74,879,321)
  on 24(e) during 1995

Fee at 1/29 of 1%                  -                   -0-

Shares remaining registered   49,715,355
  in definite amount



                                             Very truly yours,


                                             S. Jane Rose
                                             Secretary
SJR/ln
Enclosure

EX-99

Gardner, Carton & Douglas
321 N. Clark Street
Chicago, Illinois  60610-4795




May 22, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

     Re:  Prudential Institutional Liquidity Portfolio, Inc.
          Rule 24f-2 Notice to Form N-1A
          Registration Statement - File No. 33-17224

Ladies and Gentlemen:

     As counsel for Prudential Institutional Liquidity Portfolio, Inc., a
Maryland corporation (the "Fund"), we have examined the proceedings taken and
being taken with respect to the Notice filed by the Fund pursuant to Rule 24f-
2 under the Investment Company Act of 1940 (the Act"), making definite in
number the shares registered pursuant to that Rule for the fiscal year ended
March 31, 1995.

     We have examined all instruments, documents and records which, in our
opinion, were necessary of examination for the purpose of rendering this
opinion.  Based upon such examination, we are of the opinion that the
1,845,315,406 shares of common stock, $.001 par value per share, which were
registered in indefinite number pursuant to Rule 24f-2 under the Act were,
when issued by the Fund, validly authorized and issued, fully paid and non-
assessable.

     We hereby consent to the filing of this opinion pursuant to Rule 24f-2
with the Notice filed herewith.

                                   Very truly yours,


                                   /s/ Gardner, Carton & Douglas

PHD/HJM/dmh