Rule 24f-2 Notice for
                              Cash Resource Trust
                               File No. 33-65818


1.  Fiscal year for which notice is filed                    8/1/94-7/31/95

2.  The number or amount of securities of the same class
    or series, if any, which has been registered under the
    Securities Act of 1933, other than pursuant to Rule
    24f-2 but which remained unsold at the beginning of
    the Registrant's fiscal year.                                         0

3.  The number or amount of securities, if any, registered
    during such fiscal year other than pursuant to Rule
    24f-2.                                                                0

4.  The number or amount of securities sold during such
    fiscal year (see attached Computation of Fee).             7,067,208,521

5.  The number or amount of securities sold during such
    fiscal year in reliance upon registration pursuant to
    Rule 24f-2 (see attached Computation of Fee).              7,067,208,521





                              Cash Resource Trust
                              COMPUTATION OF FEE


1.  Actual aggregate sales price of Registrant's securities
    sold pursuant to Rule 24f-2 during the fiscal year for
    which the 24f-2 notice is filed.                          $7,067,208,521

2.  Reduced by the difference between:

    (a)  actual aggregate redemption or repurchase price
         of such securities redeemed or repurchased by
         the issuer during the fiscal year for which the
         24f-2 notice is filed; and                           $6,523,548,147

    (b)  actual aggregate redemption or repurchase price
         of such redeemed or repurchased securities
         previously applied by the issuer pursuant to
         Section 24e-2(a) for the fiscal year for
         which the 24f-2 notice filed.                                    $0

Total amount upon which the fee calculation specified in
Section 6(b) of the Securities Act of 1933 is based            $543,660,374

         FEE SUBMITTED (1/29 OF 1% OF Total Amount)                 $187,470





     A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of the Commonwealth of Massachusetts,
and notice is hereby given that this instrument is executed on behalf
of the Trust by an officer of the Trust as an officer and not individually
and the obligations of the Trust arising out of this Agreement are not binding
upon any of the trustees, officers, or shareholders of the Trust individually
but are binding only upon the assets and property of the Trust.

     Pursuant to the requirements of the Investment Company Act of 1940,
Cash Resource Trust has caused this notice to be signed on its behalf
by the undersigned duly authorized person.

Date: September 22, 1995                    By: /s/ Terry L. Perkins
                                                    Terry L. Perkins
                                                    Treasurer


                                  Ropes & Gray
                            One International Place
                          Boston, Massachusetts 02110
                               September 25, 1995

Cash Resource Trust
901 East Byrd Street
Richmond, Virginia 23219

Ladies and Gentlemen:

     We are furnishing this opinion in connection with the sale during the
fiscal year ended July 31, 1995 of 7,067,208,521 shares of beneficial interest
(the "Shares") of Cash Resource Trust (the "Trust") pursuant to the provisions
of Rule 24f-2 (the "Rule") under the Investment Company Act of 1940, as amended.

     We have examined copies of (i) your Agreement and Declaration of Trust as
on file at the office of the Secretary of State of The Commonwealth of
Massachusetts, which provides for an unlimited number of authorized shares of
beneficial interest, and (ii) your Bylaws, which provide for the issue and sale
by the Trust of such Shares. We have also examined (i) a copy of the notice (the
"Notice") to be filed pursuant to the Rule by you with the Securities and
Exchange Commission relating to your registration of an indefinite number of
shares of beneficial interest of the Trust pursuant to the Securities Act of
1933, as amended, and making definite registration of the Shares pursuant to the
Rule, and (ii) a certificate of the Treasurer of the Trust stating that all of
the Shares had been recorded as issued and that the appropriate consideration
therefor as provided in your Bylaws had been received at July 31, 1995.

     We assume that appropriate action has been taken to register or qualify the
sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities, and that the Notice will be timely filed with
the Securities and Exchange Commission.

     Based on the foregoing, we are of the opinion that:

     1. The Trust is a legally organized and validly existing voluntary
association with transferable shares of beneficial interest under the laws of
The Commonwealth of Massachusetts and is authorized to issue an unlimited number
of shares of beneficial interest.

     2. The Shares were validly issued, fully paid and nonassessable by the
Trust at July 31, 1995.

     The Trust is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders of the Trust could, under
certain circumstances, be held personally liable for the obligations of the
Trust. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Trust or its Trustees. The Agreement and Declaration of Trust
provides for indemnification out of the property of the particular series of
shares for all loss and expense of any shareholder of that series held
personally liable for the obligations of that series solely by reason of his
being or having been a shareholder. Thus, the risk of shareholder's incurring
financial loss on account of shareholder liability is limited to circumstances
in which that series of shares itself would be unable to meet its obligations.

     We consent to this opinion accompanying the Notice.

                                        Very truly yours,

                                        /s/ Ropes & Gray

                                        Ropes & Gray


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