<PAGE> 1
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:
VANGUARD MONEY MARKET RESERVES, INC.
2. Name of each series or class of funds for which this notice is filed:
Prime Portfolio
3. Investment Company Act File Number: 811-2554
Securities Act File Number: 2-52698
4. Last day of fiscal year for which this notice is filed: 11/30/95
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 issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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.
543,724,228 Shares
$543,724,228 Aggregate Sales Price
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sales price of securities sold during the fiscal
year:
21,505,788,731 Shares
$21,505,788,731 Aggregate Sales Price
<PAGE> 2
10. Number and aggregate sales price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
20,962,064,503 Shares
$20,962,064,503 Aggregate Sales Price
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
N/A
12. Calculation of registration fee:
<TABLE>
<S> <C>
(i) Aggregate sales price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $20,962,064,503
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + N/A
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): - 17,733,205,635
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24f-2 (if applicable): + N/A
(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): $3,228,858,868
(vi) Multiplier prescried by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6): x 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $1,113,399.61
-------------
</TABLE>
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
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:
January 24, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dated indicated:
By (Signature and Title) /s/ RAYMOND J. KLAPINSKY
--------------------------------
Raymond J. Klapinsky, Secretary
Date January 26, 1996
<PAGE> 3
EXHIBIT "A"
January 26, 1996
Vanguard Money Market Reserves, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
Gentlemen:
Vanguard Money Market Reserves, Inc. (the "Fund") was originally organized as a
Pennsylvania business trust on December 18, 1974. On December 31, 1985, the
Fund was reorganized into a Maryland corporation. I have acted as Counsel to
the Fund since its initial registration as an open-end management investment
company under the Investment Company Act of 1940 ("1940 Act"), as amended. It
is in my capacity as Counsel to the Fund that I am furnishing you with this
opinion with respect to the Fund's Prime Portfolio.
I have examined the Fund's: (1) Articles of Incorporation, as amended and
restated, governing its present status as a Maryland corporation; (2) its
Declaration of Trust dated December 18, 1974 and amendments thereto which were
in effect during the time the Fund was organized as a Pennsylvania business
trust; (3) its by-laws currently in effect and its by-laws in effect while
organized as a business trust; (4) minutes of the meetings of shareholders' and
Directors (Trustees); (5) Notification of Registration on Form N-8A under the
1940 Act; (6) Registration on Form N-1A under the Securities Act of 1933 ("1933
Act") and 1940 Act and all amendments thereto; and (7) all other relevant
documents and records, as well as the procedures and requirements relative to
the issuance and sale of the Fund's shares.
My examination also disclosed the following information:
1. The Fund is authorized to issue 37,000,000,000 shares of common
stock of the par value of $.001 per share. The Board of Directors has the
power to designate one or more classes ("Portfolios") of shares of common stock
and classify or reclassify any unissued shares with respect to such Portfolios.
Currently, the Fund is offering shares of three Portfolios allocated as
follows:
<PAGE> 4
<TABLE>
<CAPTION>
Total Number of
---------------
Name of Portfolio Shares Allocated
- ----------------- ----------------
<S> <C>
Prime Portfolio
Prime Portfolio Sub-Class 25,000,000,000
Prime Portfolio Institutional
Shares Sub-Class 2,000,000,000
Federal Portfolio 5,000,000,000
Prime Portfolio 5,000,000,000
</TABLE>
On November 30, 1995, (the end of the Fund's fiscal year), the Fund has issued
and outstanding 21,505,788,771 shares of the Prime Portfolio.
2. On December 1, 1994, (the beginning of the Fund's last fiscal year),
the Prime Portfolio had no shares registered under the Securities Act of 1933
other than pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
Aggregate Offering
Price of Shares on
which Registration
Name of Portfolio Number of Shares Fee was Paid
<S> <C> <C>
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 543,724,228 $543,724,228
</TABLE>
3. During the fiscal year ended November 30, 1995, the Prime Portfolio did
not register shares under the 1933 Act other than purusant to Rule 24f-2.
4. During the fiscal year ended November 30, 1995, the Prime Portfolio
sold the following shares in reliance upon registration pursuant to Rule 24f-2
of the 1940 Act:
<TABLE>
<CAPTION>
Aggregate Offering
Price of Shares on
which Registration
Name of Portfolio Number of Shares Fee was Paid
<S> <C> <C>
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 20,962,064,503 $20,962,064,503
</TABLE>
<PAGE> 5
5. During the fiscal year ended November 30, 1995, the U. S. Treasury
Portfolio redeemed the following shares:
<TABLE>
<CAPTION>
Aggregate
Redemption
Name of Portfolio Number of Shares Price
<S> <C> <C>
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 17,733,205,635 $17,733,205,635
</TABLE>
You have instructed me to file, on behalf of the Prime Portfolio, a Notice
pursuant to Rule 24f-2 of the 1940 Act, for the purpose of registering, under
the 1933 Act, the shares set forth above which were sold by the Prime Portfolio
during the fiscal year in reliance upon Rule 24f-2 of the 1940 Act.
Based on the foregoing information and my examination, it is my opinion that:
1. The Fund is a valid and existing corporation of the State of Maryland
legally authorized to issue 37,000,000,000 shares of its common stock, with a
$.001 par value, including 27,000,000,000 shares of common stock, from the
Fund's Prime Portfolio. The Board of Directors has the power to designate one
or more classes ("Portfolios") of shares of common stock and to classify and
reclassify any unissued shares with respect to such Portfolios.
2. The proposed registration of 20,962,064,503 shares of the Fund's Prime
Portfolio in reliance upon Rule 24f-2 of the 1940 Act is proper and such
shares, which were issued for a consideration deemed by the Board of Directors
to be consistent with the Fund's Articles of Incorporation, were legally
authorized and issued, fully paid and non-assessable.
3. During the fiscal year ended November 30, 1995, the holders of the shares
of the Fund's Prime Portfolio had all the rights provided with respect to such
holdings by the Articles of Incorporation and the laws of the State of
Maryland.
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I hereby consent to the use of this opinion as an Exhibit to the Rule
24f-2 Notice filed on behalf of the Prime Portfolio, covering the registration
of such shares under the 1933 Act, and to the applications and registration
statements, and amendments thereto, filed in accordance with the securities
laws of the states in which shares of the Fund are offered. I further consent
to reference in the Prospectus of the Fund to the fact that this opinion
concerning the legality of the issue has been rendered by me.
Very truly yours,
By: /s/ RAYMOND J. KLAPINSKY
-------------------------------
Raymond J. Klapinsky
Counsel
BY: (Raymond J. Klapinsky)
Counsel
RJK:mlj\fms
