SecProbe.io

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                                     [LOGO]

(212) 756-2533                                          kenneth.gerstein@srz.com

                                 August 17, 2005

VIA EDGAR
---------

Mr. Kevin Rupert
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549

              Re: Comments on Commonwealth Cash Reserve Fund, Inc. Semi-Annual
                  Report on Form N-CSR for the Period Ended  June 30, 2004 and
                  Post-Effective Amendment No. 34 to Registration Statement on
                  Form N-1A (File Numbers 33-10754 and 811-04933)
                  --------------------------------------------------------------

Dear Mr. Rupert:

         On behalf of Commonwealth  Cash Reserve Fund,  Inc. (the "Fund"),  I am
submitting  this  letter in  response  to the oral  comments  of the staff  (the
"Staff") of the Securities and Exchange  Commission (the "Commission")  given to
Tamar  Goldstein  on July 18,  2005 on  Post-Effective  Amendment  No. 34 to the
Fund's Registration  Statement on Form N-1A as filed on July 1, 2005 pursuant to
Rule 485(b) (the "Registration Statement"), and the Fund's Semi-Annual Report on
Form N-CSR for the three-month period ended June 30, 2004, filed on September 7,
2004 (the "N-CSR").  The N-CSR contains the semi-annual financial statements for
two  portfolios  of the Fund:  the  Commonwealth  Cash  Reserve Fund (the "Prime
Portfolio") and the Federal Portfolio (the "Federal  Portfolio")  (collectively,
the "Portfolios").

         I have set forth your  comments  below in italics  and have  provided a
response to each comment.  Capitalized terms used but not defined in this letter
have the same  meanings  given in the  Registration  Statement or the N-CSR,  as
applicable.  If I have  misinterpreted  or not captured the full sense of any of
your comments, please let me know.

         1. WITH REGARD TO THE N-CSR,  THE PRIME  PORTFOLIO'S  STATEMENT  OF NET
ASSETS FOR THE PERIOD ENDED JUNE 30, 2004 LISTS  MATURITY DATES OF TWO CORPORATE
NOTES AS "6/15/04." HOWEVER, THIS DATE HAD PASSED PRIOR TO THE END OF THE PERIOD
COVERED BY THE N-CSR.

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                The section of the Statement of Net Assets  entitled  "Corporate
Notes" lists the maturity  dates for one note issued by Citigroup,  Inc. and one
note issued by General  Electric Capital Corp. as "6/15/04." I have been advised
by PFM Asset  Management  LLC  ("PFMAM"),  the  Fund's  Investment  Adviser  and
Administrator,  that the maturity dates appearing in the N-CSR are typographical
errors,  and that the correct  maturity date for each of these notes is June 15,
2005.

         2. WITH REGARD TO THE REGISTRATION STATEMENT,  THE EXPENSE TABLE IN THE
"PORTFOLIO   EXPENSES"   SECTION  OF  EACH  PORTFOLIO'S   PROSPECTUS   INDICATES
DISTRIBUTION  EXPENSES FOR EACH FUND'S  INSTITUTIONAL  AND  INVESTOR  CLASSES OF
SHARES  OF  0.00%.  HOWEVER,  THE  "STATEMENTS  OF  OPERATIONS"  IN  THE  FUNDS'
SEMI-ANNUAL  REPORTS FOR THE PERIOD ENDED DECEMBER 31, 2004, FILED ON FORM N-CSR
ON MARCH 11, 2005 (THE "FINANCIALS"),  REFLECT DISTRIBUTION FEES FOR THAT PERIOD
OF  $25,000  AND  $4,000  FOR THE PRIME  PORTFOLIO  AND THE  FEDERAL  PORTFOLIO,
RESPECTIVELY (EACH, A "DISTRIBUTION FEE"). PLEASE EXPLAIN THESE DIFFERENCES.

         Prior to July 1, 2005,  and during the period shown in the  Financials,
Commonwealth  Financial Group,  Inc. ("CFG") served as the distributor of shares
of  the  Portfolios   pursuant  to  a  distribution   agreement  (the  "Previous
Distribution  Agreement").  Under the Previous Distribution  Agreement,  CFG was
paid  a fee  for  its  services  as  distributor,  which  was  allocated  to the
Portfolios based on their relative net assets, as follows:

         Aggregate Monthly Average Daily
         Net Assets of Portfolios                     Annual Fee
         ------------------------                     ----------
           under $100 mm                              $12,000
           between $100 mm - $200 mm                  $18,000
           between $200 mm - $300 mm                  $24,000
           between $300 mm - $400 mm                  $30,000
           between $400 mm - $500 mm                  $36,000
           between $500 mm - $600 mm                  $42,000
           over $600                                  $48,000

         The  distribution  fee was paid to CFG  pursuant  to a Rule  12b-1 Plan
adopted by the Portfolios (the "Plan").  Under the Plan, the Portfolios are each
authorized  to pay  distribution  and  distribution-related  expenses in amounts
which may not  exceed  the annual  rate of .25% of the  average  daily net asset
value of that  Portfolio on an annual  basis for such fiscal  year.  Any amounts
paid by the Portfolios pursuant to the Plan must be approved by the Fund's Board
of Directors. Payments made were net of voluntary fee waivers made by CFG.

         Effective July 1, 2005, PFM Fund Distributors, Inc. (the "Distributor")
(an affiliate of PFMAM)  commenced  serving as the  distributor of shares of the
Portfolios  pursuant to a  distribution  agreement  with the Fund (the  "Current
Distribution   Agreement").   Under  the  Current  Distribution  Agreement,  the
Distributor  does not charge a  distribution  fee and is required to bear all of
the costs  associated with  distribution of shares of each Portfolio,  including
the incremental costs of printing and mailing  prospectuses,  annual reports and
other periodic reports for  distribution to prospective  investors and the costs
of printing, distributing and publishing

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sales literature and advertising materials (except for such distribution-related
expenses as may be approved by the Fund's Board of Directors).

         Because the Portfolios do not pay a  distribution  fee and the Board of
Directors has not approved the payment of any  distribution-related  expenses by
the Portfolios as of the date of the Registration  Statement, it is not expected
that  any  distribution-related  fees  or  expenses  will  be  incurred  by  the
Portfolios  during the current  fiscal year.  Instruction  3(d)(ii) of Item 3 on
Form  N-1A  provides  that,  if there  have been any  changes  in  "Annual  Fund
Operating  Expenses" that would materially  affect the information  disclosed in
the expense  table,  then the expense  information  should be restated using the
current  fees as if they had been in effect  during the  previous  fiscal  year.
Instruction  3(d)(iii)  of Item 3 on Form N-1A  states  that a change in "Annual
Fund Operating Expenses" means an increase or decrease in expenses that occurred
during the most  recent  fiscal  year or that is  expected  to occur  during the
current fiscal year. Based on the foregoing, the Fund revised the expense tables
to reflect distribution fees of 0.00%.

                                     * * * *

In addition to the foregoing, the Fund acknowledges that:

   o  The Fund is responsible for the adequacy and accuracy of the
      disclosures in the Registration Statement;

   o  Although  the  Staff has provided the  Fund  comments on the
      disclosures in  the Registration  Statement reviewed  by the
      Staff, such  comments do  not foreclose the  Commission from
      taking  any  action  with  respect  to  the  filing  of  the
      Registration Statement; and

   o  The Fund may  not assert Staff  comments as a defense in any
      proceeding initiated  by the Commission  or any person under
      the federal securities laws of the United States.

         The Fund believes that this response fully addresses your comments.  If
you have any questions or require further  information,  please call me at (212)
756-2533. Thank you for your assistance regarding this matter.

                                         Sincerely yours,

                                         /s/ Kenneth S. Gerstein
                                         -----------------------
                                         Kenneth S. Gerstein

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