24F-2NT

                                                                 
            U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

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

    Read instructions at end of Form before preparing Form.
                     Please print or type.



     1.   Name  and  address of issuer:  Prudential Institutional
          Liquidity Portfolio, Inc., 100 Mulberry Street, Gateway
          Center Three, Newark, NJ 07102-4077.

     2.      Name of each series or class of securities for which
       this Form is filed (If the Form is being filed for all   series
       and classes of securities of the issuer, check the box but do
       not list series or classes):
                                                       [X]
                                                       
     3.   Investment Company Act File Number: 811-5336.
          Securities Act File Number:  33-17224.

     4(a).Last day of fiscal year for which this notice is filed:
          March 31, 1998.
     
      (b).[  ]  Check box if this Form is being filed late  (i.e.
          more  than  90  calendar days  after  the  end  of  the
          issuer's fiscal year). (See Instruction A.2)
     
     Note: If the Form is being filed late, interest must be paid
          on the registration fee due.
     
     4(c).[  ] Check box if this is the last time the issuer will
          be filing this Form.
     
          5.   Calculation of registration fee:
     

         (i) Aggregate sale price of securities
             sold during the fiscal year in
             reliance on rule 24(f):               $8,180,632,195

        (ii) Aggregate price of securities redeemed or
             repurchased during the fiscal year
             (if applicable):                      $7,607,469,838

       (iii) Aggregate price of securities redeemed or
             repurchased during any prior fiscal
             year ending no earlier than October
             11,1995 that were not previously used
             to reduce registration fees payable to
             the Commission.                        $    0
          
        (iv)      Total available redemption credits
                    [add     items     5(ii)     and     5(iii)].
        $7,607,469,838
        
         (v) Net sales - If item 5(i)is greater
             than Item 5 (iv) [subtract item 5(iv)
             from item 5(i).                      $573,162,357
        (vi)      Redemption credits available for use
                in future years.
                -if item 5(i)is less than item 5(iv)
                [subtract item 5(i)from item (5(iv)] $     0
        
       (vii) Multiplier for determining registration
             fee. (See instruction C.9):        X   .000295
        
      (viii)    Registration fee due [multiply item
              5(v) by item 5 (vii)] enter "0" if
            no fee is due.                         =$169,082.90
      
      6.   Prepaid Shares
      
         If   the  response  to  item  5(i)  was  determined   by
         deducting  an amount of securities that were  registered
         under  the Securities Act of 1933 pursuant to rule 24e-2
         as  in  effect before October 11, 1997, then report  the
         amount  of securities (number of shares or other  units)
         deducted  here:      0     . If there  is  a  number  of
         shares  or other units that were registered pursuant  to
         rule  24e-2  remaining unsold at the end of  the  fiscal
         year  for  which this form is filed that  are  available
         for  use  by  the  issuer in future fiscal  years,  then
         state that number here:    0      .
         
      7.   Interest due - if this Form is being filed
         more than 90 days after the end of the
         issuer's fiscal year (See Instruction D): +$   -
      8.   Total amount of the registration fee due
         plus any interest due [line 5(viii) plus
         line 7]:                                  =$169,082.90
      
      9.   Date the registration fee and any interest
         payment was sent to the Commission's lockbox
         depository: June 24, 1998
      
         Method of Delivery:
      
                     [X]  Wire Transfer
                     [ ]  Mail or other means
         
         
                              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/ Robert C. Rosselot
                              Robert C. Rosselot
                              Assistant Secretary


     Date: June 25, 1998





































T:\MOSTERBE\24F-2\PILP\3-31-98.NOT.doc

EX-99

PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, NJ 07102-4077


                                             June
25, 1998

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

     Re:  Form 24f-2 for Prudential Institutional
Liquidity Portfolio, Inc.
          File Nos. 33-17224 and 811-5336

     On behalf of Prudential Institutional
Liquidity Portfolio, Inc., enclosed for filing
under the Investment Company Act of 1940 is one
copy of Form 24f-2.  This document has been filed
using the EDGAR system.  Should you have any
questions, please contact me at (973) 367-3028.

                                   Very truly
yours,

                                   /s/ Robert C.
Rosselot
                                   Robert C.
Rosselot
                                   Assistant
Secretary




Enclosures