May 26, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for the Smith Barney Municipal Money
Market Fund, Inc.
File No. 2-69938
Dear Sirs:
Enclosed for filing pursuant to Rule 24f-2 on behalf of the Smith
Barney Tax Free Money Fund, Inc. are the following:
1. five copies of the Rule 24f-2 Notice (the "Notice"),
one of which has been manually signed;
2. A wire transmission in the amount of $1,136,339.33 in
full payment of the Rule 24f-2 Registration fee, with CIK # 0000320282 and;
3. the Opinion of Counsel indicating that the number of
securities made definite by the enclosed Notice are validly
issued, fully paid and nonassessable.
Please date-stamp and return the duplicate copy of this letter in
the enclosed self-addressed postage-paid envelope.
Very truly yours,
Thomas M. Reynolds
Director
enc.
RULE 24f-2 NOTICE FOR SMITH BARNEY MUNICIPAL MONEY MARKET FUND, INC.
Registration No. 2-69938
For the Fiscal Year Ended March 31, 1995
The Smith Barney Municipal Money Market Fund, Inc. an open-end management
investment company registered under the Investment Company Act of 1940, as
amended, having filed its initial declaration pursuant to Rule 24f-2 of
said Act on the cover page of its Registration Statement, which was
declared effective April 3, 1981, to register an indefinite number of
shares of its common stock, hereby files pursuant to paragraph (b) of Rule
24f-2, the following notice:
(1) No shares remained unsold at the beginning of the fiscal year;
(2) No shares were registered during the fiscal year other than
pursuant to Rule 24f-2;
(3) 15,598,944,355 shares were sold during the fiscal year;
(4) 15,598,944,355 shares were sold during the fiscal year pursuant
to the Rule 24f-2 indefinite registration procedure*.
* Calculation of registration fee:
(a) (b) (c) (d) (e)
Shares Redeemed
during Fiscal
Year (and not Aggregate
previously Repurchase
Registered Shares Actual credited for Price (for
made Definite Aggregate reduction of column (c) Registration
by this Notice Sales Price registration fee) shares) Fee
15,598,944,355$15,605,049,242 12,297,816,220 $12,309,665,175$1,136,339.33
$15,605,049,242
minus
$12,309,665,175)
/2900
SMITH BARNEY MUNICIPAL MONEY MARKET FUND, INC.
Thomas M. Reynolds
Director May 26, 1995
May 26, 1995
Smith Barney Municipal Money Market Fund, Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
In connection with the proposed filing of a notice pursuant to Rule 24f-2
under the Investment Company Act of 1940 with respect to 15,598,944,355
shares (the "Shares") of common stock, par value $0.01 per share of
Smith Barney Municipal Money Market Fund, a Maryland corporation (the
"Fund"), I, as general counsel to Smith Barney Mutual Funds Management,
Inc., the Funds investment manager, have examined such Fund records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion, the
Shares were validly issued, fully paid and nonassessable by the Fund.
Also, I have relied as to certain matters on information from public
officials, officers of the Fund and other sources believed by me to be
responsible.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Funds notice referred to
above. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
Christina T. Sydor
