DREYFUS INSTITUTIONAL MONEY MARKET FUND INC
485B24E, 1994-05-23
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                                                                Page 1 of 7

                     File Nos. 811-3025 and 2-67061




                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933             [ X ]

                        Pre-Effective Amendment No.                 [   ]
   
                     Post-Effective Amendment No.  24               [ X ]
    
                                  and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     [ X ]
   
                           Amendment No.  24                        [ X ]
    
                  (Check appropriate box or boxes)

               DREYFUS INSTITUTIONAL MONEY MARKET FUND
         (Exact Name of Registrant as Specified in Charter)

c/o The Dreyfus Corporation
200 Park Avenue, New York, New York  10166
(Address of Principal Executive Offices)  (Zip Code)

Registrant's Telephone Number, including Area Code:  (212) 922-6020

                          Daniel C. Maclean, Esq.
                              200 Park Avenue
                         New York, New York  10166
                 (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
   
__X__ on  May 27, 1994  pursuant to paragraph (b) of Rule 485
    
_____ 60 days after filing pursuant to paragraph (a) of Rule 485

_____ on (date) pursuant to paragraph (a) of Rule 485

   
Registrant has registered an indefinite number of shares of its Common Stock
under the Securities Act of 1933 pursuant to Sec. 24(f) of the Investment
Company Act of 1940.  Registrant's Rule 24f-2 Notice for the fiscal year ended
December 31, 1993 was filed February 4, 1994.
    
                                                                      Page 2

                REGISTRATION STATEMENT FILE NOS. 811-3025 AND 2-67061

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

For Registration under the Securities Act of 1933 of Securities of Open-End
Management Investment Companies registered on Form N-1A.

A.     Exact name of Company specified in Charter:

       DREYFUS INSTITUTIONAL MONEY MARKET FUND - GOVERNMENT SECURITIES SERIES

B.     Complete address of Company's principal executive offices:

       c/o The Dreyfus Corporation, 200 Park Avenue, New York, NY  10166

C.     Name and complete address of agent for service:

       Daniel C. Maclean, Esq.
       The Dreyfus Corporation
       200 Park Avenue
       New York, NY  10166

D.     Title and amount of Securities being registered (number of shares or
       other units):
   
       58,749,780 Shares                                 (See Note Below)
    
E.     Proposed aggregate offering price to the public of the securities being

      registered:
   
       $290,000                        (Determined on the basis of the closing
                                       price on May 16, 1994; i.e. $1.00
                                       per share (See Note Below))
    
F.     Amount of filing fee, computed at one twenty-ninth of one percent of
       the proposed maximum aggregate offering price to the public:
   
       $100                            (See Note Below)
    
G.     Appropriate date of proposed public offering:

       As soon as practicable after the effective date of this
       Registration Statement, and thereafter from day to day

NOTE:  Shares to be registered pursuant to Rule 24e-2
   
                                                                   Aggregate
                                                                Offering Price

       Total Shares Registered:           58,749,780 X $1.00 =   $58,749,780

       Less Adjustment for Shares
       Redeemed in excess of Shares
       Sold during Fiscal Year
       ended December 31, 1993:           58,459,780 X $1.00 =   $58,459,780
                                            290,000 X $1.00 =    $   290,000

       Fee at 1/29 of 1%                                         $       100


    




                       CONSENT OF STROOCK & STROOCK & LAVAN




    The Consent of Stroock & Stroock & Lavan, counsel to the Registrant, has
been included in their Opinion filed as Exhibit 10 to this Amendment to the
Registration Statement.

                                                                      Page 4

                                   SIGNATURES

   
    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on the  20th day of May, 1994 .
    
                               DREYFUS INSTITUTIONAL MONEY MARKET FUND

                            BY:   /s/ Joseph S. DiMartino*
                               JOSEPH S. DiMARTINO, PRESIDENT AND TRUSTEE

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.


        SIGNATURE                TITLE                             Date

/s/ Joseph S. DiMartino*         President (Principal Executive
Joseph S. DiMartino              Officer) and Trustee


/s/ John J. Pyburn*              Treasurer (Principal
John J. Pyburn                     Financial Officer)


/s/ Thomas J. Durante*           Controller (Principal
Thomas J. Durante                  Accounting Officer)


/s/ John M. Fraser, Jr.*         Trustee
John M. Fraser, Jr.


/s/ Robert R. Glauber*           Trustee
Robert R. Glauber


/s/ James F. Henry*              Trustee
James F. Henry


/s/ Rosalind G. Jacobs*          Trustee
Rosalind G. Jacobs


/s/ Irving Kristol*              Trustee
Irving Kristol


/s/ Paul A. Marks*               Trustee
Paul A. Marks


Page 5


       SIGNATURE                TITLE                             Date

/s/ Martin Peretz*               Trustee
Martin Peretz


/s/ Howard Stein*                Trustee
Howard Stein


/s/ Bert W. Wasserman*           Trustee
Bert W. Wasserman



   
*BY: __________________________                                5/20/94
      Robert R. Mullery,
      Attorney-in-Fact
    



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