Registration No. 333-02997
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Pre-Effective Amendment No. X Post-Effective Amendment No. 1
(Check appropriate box or boxes)
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
(Exact Name of Registrant as Specified in Charter)
(212) 922-6000 (Area Code and Telephone Number)
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c/o The Dreyfus Corporation
200 PARK AVENUE, NEW YORK, NEW YORK 10166
(Address of Principal Executive Offices: Number,
Street, City, State, Zip Code)
(Name and Address of Agent for Service)
Mark N. Jacobs, Esq.
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement is declared
effective.
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)(i)
____ on (date) pursuant to paragraph (a)(i)
75 days after filing pursuant to paragraph (a)(ii)
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____ on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
____ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
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Registrant has previously filed a declaration of indefinite registration
of its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended; accordingly, no fee is payable herewith. Registrant's Rule 24f-2
Notice for the fiscal year ended May 31, 1995 was filed on July 26, 1995.
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DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
Cross Reference Sheet
Pursuant to Rule 481(a) Under the Securities Act of 1933
Prospectus/Proxy
FORM N-14 ITEM NO. STATEMENT CAPTION
PART A
Item 1. Beginning of Registration Statement and Outside Front
Cover Page of Prospectus Cover Page
Item 2. Beginning and Outside Back Cover Page of Prospectus Cover Page
Item 3. Synopsis Information and Risk Factors Summary
Item 4. Information About the Transaction Letter to Shareholders;
Proposal No. 1;
Comparison of the Funds
and the National Fund
Item 5. Information About the Registrant Letter to Shareholders;
Comparison of the Funds
and the National Fund
Item 6. Information About the Company Being Acquired Letter to Shareholders;
Comparison of the Funds
and the National Fund
Item 7. Voting Information Letter to Shareholders;
Voting Information
Item 8. Interest of Certain Persons and Experts Not Applicable
Item 9. Additional Information Required for Not Applicable
Reoffering by Persons Deemed
to be Underwriters
Statement of Additional
PART B INFORMATION CAPTION
Item 10. Cover Page Cover Page
Item 11. Table of Contents Not Applicable
Item 12. Additional Information About the Registrant Statement of Additional
Information of Dreyfus
Municipal Money Market
Fund, Inc. dated
September 28, 1995 (1)
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Item 13. Additional Information About the
Company Being Acquired Statement of Additional
Information of Dreyfus
Michigan Municipal Money
Market Fund, Inc. dated
December 15, 1995 and
Statement of Additional
Information of Dreyfus
Ohio Municipal Money
Market Fund, Inc. dated
March 29, 1996 (2)
Item 14. Financial Statements Statement of Additional
Information of Dreyfus
Municipal Money Market
Fund, Inc. dated
September 28, 1995 (1);
Statement of Additional
Information of Dreyfus
Municipal Money Market
Fund, Inc. dated
December 15, 1995 and
Statement of Additional
Information of Dreyfus
Ohio Municipal Money
Market Fund, Inc. dated
March 29, 1996 (2)
PART C
Item 15. Indemnification
Item 16. Exhibits
Item 17. Undertakings
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(1) Incorporated herein by reference to the Registration Statement of the
Registrant on Form N-1A dated September 28, 1995 (File No. 2-65232).
(2) Incorporated herein by reference to the Registration Statement of
Dreyfus Michigan Municipal Money Market Fund, Inc. on Form N-1A dated
December 15, 1995 (File No. 33-34844) and the Registration Statement
of Dreyfus Ohio Municipal Money Market Fund, Inc. on Form N-1A dated
March 29, 1996 (File No. 33-38742).
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DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
The response to this item is incorporated by reference to
Item 27 of Part C of Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A as filed on May 27, 1986.
ITEM 16. Exhibits - All references are to Post-Effective Amendment No. 24
to the Registrant's Registration Statement on Form N-1A filed on
September 26, 1995 (File No. 2-65232) (the "Registration
Statement") unless otherwise noted.
(1) Registrant's Articles of Incorporation, as amended, are
incorporated by reference to Exhibit (1) to the Registration
Statement on Form N-1A filed on August 13, 1979, Exhibit (1)(b)
of Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-1A filed on October 15, 1979, Exhibit (1)(c) of Pre-
Effective Amendment No. 2 to the Registration Statement on Form
N-1A filed on February 8, 1980, and Exhibit (1)(b) of Post-
Effective Amendment No. 16 to the Registration Statement on
Form N-1A filed on August 1, 1991.
(2) Registrant's Bylaws, as amended, are incorporated by reference
to Exhibit (2) of Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A filed on September 27, 1989.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization is incorporated by
reference to Exhibit (4) to Registrant's Registration
Statement on Form N-14 filed on April 30, 1996.
(5) Not Applicable.
(6) Registrant's Management Agreement is incorporated by reference
to Exhibit (5) to the Registration Statement.
(7) Registrant's Distribution Agreement is incorporated by
reference to Exhibit (6) to the Registration Statement.
(8) Not Applicable.
(9)(a) Registrant's Amended and Restated Custody Agreement is
incorporated by reference to Exhibit 8(a) of Post-Effective
Amendment No. 14 to the Registration Statement on Form N-1A
filed on September 26, 1990.
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(9)(b) Registrant's Form of Sub-Custodian Agreements are incorporated
by reference to Exhibit 8(b) of Post-Effective Amendment No. 22
to the Registration Statement on Form N-1A filed on July 25,
1994.
(10) Not Applicable.
(11) Opinion and consent of Stroock & Stroock & Lavan regarding
legality of issuance of shares and other matters is
incorporated by reference to Exhibit (10) to the
Registration Statement.
(12) Opinion and consent of Stroock & Stroock & Lavan regarding
tax matters is incorporated by reference to Exhibit (12) to
Registrant's Registration Statement on Form N-14 filed on
April 30, 1996.
(13) Not Applicable.
(14)(a) Consent of Stroock & Stroock & Lavan.
(14)(b) Consent of Independent Auditors is incorporated by reference to
Exhibit (14) to Registrant's Registration Statement on Form
N-14 filed on April 30, 1996.
(15) Not Applicable.
*(16) Powers of Attorney.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this registration statement by
any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act of
1933, as amended, the reoffering prospectus will contain the
information called for by the applicable registration form
for reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items
of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to the registration statement and will not be used
until the amendment is effective, and that, in determining any
liability under the Securities Act of 1933, as amended, each
post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and
the offering of the securities at that time shall be deemed to
be the initial bona fide offering of them.
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* Incorporated by reference to the signature page hereto.
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SIGNATURES
As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed on behalf of the Registrant, in the City
of New York, State of New York, on the 31st day of May, 1996.
DREYFUS MUNICIPAL MONEY MARKET
FUND, INC.
(Registrant)
By:/S/MARIE E. CONNOLLY
Marie E. Connolly, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
/S/MARIE E. CONNOLLY * President and Treasurer May 31, 1996
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Marie E. Connolly
/S/JOHN F. TOWER, III * Assistant Treasurer May 31, 1996
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John F. Tower, III and Accounting Officer)
/S/JOSEPH S. DIMARTINO * Director May 31, 1996
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Joseph S. DiMartino
/S/DAVID W. BURKE * Director May 31, 1996
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David W. Burke
/S/HODDING CARTER, III * Director May 31, 1996
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Hodding Carter, III
/S/EHUD HOUMINER * Director May 31, 1996
Ehud Houminer
/S/RICHARD C. LEONE * Director May 31, 1996
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Richard C. Leone
/S/HANS C. MAUTNER * Director May 31, 1996
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Hans C. Mautner
/S/ROBIN A. SMITH * Director May 31, 1996
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Robin A. Smith
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/S/JOHN E. ZUCCOTTI * Director May 31, 1996
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John E. Zuccotti
* BY: /s/Eric B. Fischman
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Eric B. Fischman
Attorney-in-Fact
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INDEX OF EXHIBITS
(14)(a) Consent of Stroock & Stroock & Lavan.
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EXHIBIT 14(a)
STROOCK & STROOCK & LAVAN
7 HANOVER SQUARE
NEW YORK, NEW YORK 10004
We hereby consent to the use of our legal opinion regarding the legality of
issuance of shares and other matters filed as Exhibit (11) of Post-Effective
Amendment No. 24 to the Registrant's Registration Statement on Form N-1A filed
on September 26, 1995, which opinion is incorporated by reference as an exhibit
to this Registration Statement on Form N-14. In giving such permission, we do
not admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
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