U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
D. L. Babson Money Market Fund, Inc.
2440 Pershing Road, G-15
Kansas City, MO 64108-2561
2. Name of each series or class of funds for which this
notice is filed:
Prime Portfolio
Federal Portfolio
3. Investment Company Act File Number: 811-2963
Securities Act File Number: 2-65761
4. Last day of fiscal year for which this notice is
filed:
June 30, 1997
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:
None
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold
during the fiscal year:
59,418,957 shares for $59,418,957
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
59,418,957 shares for $59,418,957
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):
2,192,194 shares for $2,192,194
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from
Item 10):
$59,418,957
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable):
+ 2,192,194
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
-56,330,397
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule 24e-2
(if applicable):
+ 0
(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):
$ 5,280,754
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$ 1,600.23
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:
August 19, 1997
SIGNATURES
This report has been signed below by the following
persons on behalf of the issuer and in the capacities and on
the dates indicated.
By (Signature and Title) /s/P. Bradley Adams
Name: P. Bradley Adams
Title: Vice President
& Treasurer
Date: August 22, 1997
PAGE
JOHN G. DYER
ATTORNEY AT LAW
THREE CROWN CENTER
2440 PERSHING ROAD, SUITE G-15
KANSAS CITY, MO 64108
(816) 471-5200
August 22, 1997
D. L. Babson Money Market Fund, Inc.
Three Crown Center
2440 Pershing Road
Kansas City, MO 64108
Gentlemen:
D. L. Babson Money Market Fund, Inc. (the "Fund") is a
corporation organized and existing under the laws of the
State of Maryland. I am currently acting as "in-house"
counsel for the Fund, and it is in my capacity as in-house
counsel to the Fund that I am furnishing you with this
opinion.
I have examined the Certificate of Incorporation of D. L.
Babson Money Market Fund, Inc., the Fund's Registration
Statement under the Securities Act of 1933, and the Fund's
Registration Statement under the Investment Company Act of
1940, as amended, both on Form N-1A; and such other
documents, including the minutes of Directors and
Shareholders meetings, which I deem necessary or appropriate
to this opinion.
The Fund is currently authorized to issue 2,000,000,000
shares of common capital stock; half of the shares are
presently reserved for issuance to shareholders invested in
the Federal Portfolio and half are reserved for the Prime
Portfolio shareholders. Each share has a par value of one
cent ($0.01) per share.
As of the close of the Fund's last fiscal year, June 30,
1997, there were outstanding approximately 51,476,975 shares
of common capital stock.
Pursuant to Rule 24f-2, the Fund has requested this opinion
in order to comply with the notice requirement of the said
Rule and for the purpose of registering under the Securities
Act of 1933, shares of common capital stock having a value
of $61,611,151 sold or issued by the Fund during its most
recent fiscal year ended June 30, 1997. Such shares were
sold or issued in accordance with the Fund's method of
distributing its registered shares whereby currently
effective prospectuses are made available for delivery to
offerees and purchasers of shares in accordance with Section
5(b) of the Securities Act of 1933.
Based upon the foregoing information and examination, it is
my opinion that the Fund is a valid and subsisting
corporation under the laws of the State of Maryland, that
the proposed registration of the shares of common capital
stock having a value of $61,611,151 is proper, that such
shares, which were issued for a consideration which was
deemed by the Board of Directors consistent with the
Certificate of Incorporation, are legally issued, fully-
paid, and non-assessable shares, and that the holders of
such shares have all the rights provided for with respect to
such shares by the Certificate of Incorporation and the laws
of the State of Maryland.
I hereby consent to the use of this opinion as an exhibit to
the Notice under Rule 24f-2 of the Fund, covering the
registration of the said shares under the Securities Act and
the applications and registration statements, and amendments
thereto, filed in accordance with the securities laws of the
several states in which shares of the Fund are offered, and
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.
Sincerely,
/s/John G. Dyer
John G. Dyer
JGD/ckb
