<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Money Market Trust
(Name of Registrant)
File No. 2-62417
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: U.S. Treasury Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
191,337,659
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
10,192,727
(iv) Number of Securities Sold During Fiscal Year
901,345,282
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
901,345,282
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
901,345,282
$
901,345,282
Redemptions See Note (2) :
901,345,282
$
901,345,282
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended August 31, 1994
, aggregated
911,811,257
and $911,811,257
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Money Market Trust
:
U.S. Treasury Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: Domestic Money Market Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
1,462,618,479 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
164,332,429 shares
(iv) Number of Securities Sold During Fiscal Year
3,064,984,625 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
3,064,984,625 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
3,064,984,625
$
3,064,984,625
Redemptions See Note (2) :
(3,064,984,625)
$
(3,064,984,625)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended August 31, 1994
, aggregated
3,285,712,520
and $3,285,712,520
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Money Market Trust
:
Domestic Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: U.S. Government Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
701,027,365 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
155,904,444 shares
(iv) Number of Securities Sold During Fiscal Year
754,973,945 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
754,973,945 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
754,973,945
$
754,973,945
Redemptions See Note (2) :
(754,973,945)
$
(754,973,945)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended August 31, 1994
, aggregated
792,649,688
and $792,649,688
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Money Market Trust
:
U.S. Government Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: Retirement Money Market
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
3,101,024,376 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
3,101,024,376 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
3,101,024,376
$
3,101,024,376
Redemptions:
(2,083,212,672)
$
(2,083,212,672)
Net Sales Pursuant to Rule 24f-2:
1,017,811,704
$
1,017,811,704
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $203,562.34
Fidelity Money Market Trust
:
Retirement Money Market
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: Retirement Government Money Market
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
1,170,902,583 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
1,170,902,583 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,170,902,583
$
1,170,902,583
Redemptions:
(957,770,324)
$
(957,770,324)
Net Sales Pursuant to Rule 24f-2:
213,132,259
$
213,132,259
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $42,626.45
Fidelity Money Market Trust
:
Retirement Government Money Market
By John H. Costello
Assistant Treasurer
</PAGE>
October 5, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Money Market Trust
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Money Market Trust (the Trust) is a Massachusetts business trust
created under a written Declaration of Trust dated and executed August 21,
1978 and delivered in Boston, Massachusetts under the name Fidelity
Institutional Liquid Assets. The name was then changed to Fidelity Money
Market Trust by an amended Declaration of Trust dated and executed November
22, 1978 and delivered in Boston, Massachusetts. The Declaration of Trust
was amended and restated and executed effective November 1, 1989 and delivered
in Boston, Massachusetts. The Declaration of Trust was filed with the office
of the Secretary of the Commonwealth of Massachusetts on November 10, 1989.
I have conducted such legal and factual inquiry as I have deemed necessary for
the purpose of rendering this opinion.
Under Article III, Section 1 of the Declaration of Trust, the beneficial
interest in the Trust shall be divided into such transferable Shares of one
or more separate and distinct Series as the Trustees shall from time to time
create and establish. The number of Shares is unlimited and each Share shall
be without par value and shall be fully paid and nonassessable. The Trustees
shall have full power and authority, in their sole discretion and without
obtaining any prior authorization or vote of the Shareholders of the Fund,
to create and establish (and to change in any manner) Shares with such
preferences, voting powers, rights and privileges as the Trustees may from
time to time determine, to divide or combine the Shares into a greater or
lesser number, to classify or reclassify any issued Shares into one or more
Series of Shares, to abolish any one or more Series of Shares, and to take
such other action with respect to the Shares as the Trustees may deem
desirable. Under Article III, Section 4, the Trustees shall accept investments
in the Trust from such persons and on such terms as they may from time to time
authorize. Such investments may be in the form of cash or securities in which
the Trust is authorized to invest, valued as provided in Article X, Section 3.
After the date of the initial contribution of capital, the number of Shares to
represent the initial contribution may in the Trustees' discretion be
considered as outstanding and the amount received by the Trustees' on account
of the contribution shall be treated as an asset of the Trust. Subsequent
investments in the Trust shall be credited to the Shareholder's account in
the form of full shares at the Net Asset Value per Share next determined
after the investment is received; provided, however, that the Trustees may,
in their sole discretion, (a) impose a sales charge upon investments in the
Trust and (b) issue fractional Shares.
By a vote adopted on August 21, 1978, and amended on January 22, 1985, the
Board of Trustees authorized the issue and sale, from time to time, of an
unlimited number of Shares of beneficial interest of the Trust in accordance
with the terms included in the Registration Statement and subject to the
limitations of the Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Trust has registered an indefinite number of Shares
of beneficial interest under the Securities Act of 1933. I further
understand that, pursuant to the provisions of Rule 24f-2, the Trust is about
to file with the Securities and Exchange Commission a notice making definite
the registration of 8,993,230,811 shares for the Trust (the "Shares") sold
in reliance upon Rule 24f-2 during the fiscal year ended August 31, 1994.
I am of the opinion that all necessary Trust action precedent to the issue of
the Shares has been duly taken, and that all the Shares were legally and
validly issued, and are fully paid and nonassessable except as described in
the Trust's Prospectuses and Statements of Additional Information dated
October 14, 1994 under the heading "Shareholder and Trustee Liability."
In rendering this opinion, I rely on the representation by the Trust that
it or its agent received consideration for the Shares in accordance with the
Trust's Declaration of Trust and I express no opinion as to compliance with
the Securities Act of 1933, the Investment Company Act of 1940 or applicable
state "Blue Sky" or securities laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with a Rule 24f-2 Notice which you are about to file
under the 1940 Act with said Commission.
Sincerely,
Arthur S. Loring, Esq.
/s/Arthur S. Loring
Vice President - Legal
