U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Command Money Fund, One
Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this
notice is filed: The Fund offers one class of shares.
3. Investment Company Act File Number: 811-3253.
Securities Act File Number: 2-73902.
4. Last day of fiscal year for which this notice is filed:
June 30, 1996.
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):
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:
51,230,418/$290,000
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold
during the fiscal year: 24,703,088,915/$24,703,088,915
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration pursuant to
rule 24f-2: 24,651,858,497/$24,651,858,497
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):
252,515,764/$252,515,764
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):
$24,651,858,497
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +
252,515,764
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -
23,671,229,449
(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 of rule 24f-2
[line (I), plus line (ii), less
line (iii), plus line (iv)]
(if applicable):
1,233,144,812
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x
1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]:
425,222.35
Instructions: 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 26, 1996.
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.
/s/S. Jane Rose
By (S. Jane Rose, Secretary)
Date: August 27, 1996
8-96NOT.CMF
Boston
August 27, 1996
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, N.Y. 10292
Re: Command Money Fund
Rule 24f-2 Notice for
Fiscal Year Ended June 30, 1996
Ladies and Gentlemen:
You have requested our opinion as to certain matters of
Massachusetts law in connection with the Notice for the fiscal
year ended June 30, 1996 (the "Notice"), being filed pursuant to
Rule 24f-2 promulgated by the Securities and Exchange Commission
(the "SEC") under the Investment Company Act of 1940, as amended,
by Command Money Fund (originally named "Eagle Trust"), a
Massachusetts trust with transferable shares (the "Fund"),
established under a Declaration of Trust dated May 6, 1981, as
amended January 29, 1982, and further amended and restated by an
Amended and Restated Declaration of Trust dated August 19, 1987
(as so amended, and amended and restated, the "Declaration").
We have reviewed the actions taken by the Trustees of the Fund to
organize the Fund and to authorize
the issuance and sale of shares of beneficial interest, one cent
($.01) per share par value, of the shares authorized by the
Declaration (the "Shares"). In this connection we have examined
the Declaration and the By-laws of the Fund, the Notice, the
Prospectus and Statement of Additional Information included in
the Fund's Registration Statement on Form N-1A, certificates of
Trustees and officers of the Fund and of public officials as to
matters
of fact, and such other documents and instruments, certified or
otherwise identified to our satisfaction, and such questions of
law and fact, as we have considered necessary or appropriate for
purposes of the opinions expressed herein. We have assumed the
genuineness of the signatures on, and the authenticity of, all
documents furnished to us, and the conformity to the originals of
documents submitted to us as copies, which facts we have not
independently verified.
Based upon and subject to the foregoing, we hereby advise you
that, in our opinion, under the laws of Massachusetts:
1. The Fund is validly existing as a trust with
transferable shares of the type commonly called a
Massachusetts business trust.
2. The Fund is authorized to issue an unlimited number of
Shares; the Shares issued by the Fund during
the fiscal year ended June 30, 1996 (the "Issued
Shares") have been duly and validly authorized by
all requisite action of the Trustees of the Fund, and
no action of the shareholders of the Fund is required
in such connection.
3. The Issued Shares have been validly and legally issued,
and all of the Issued Shares which remain
outstanding at the date hereof are fully paid and non-
assessable by the Fund.
With respect to the opinion stated in paragraph 3 above, we
wish to point out that the shareholders of a Massachusetts
business trust may under some circumstances be subject to
assessment at the instance of
creditors to pay the obligations of such trust in the event that
its assets are insufficient for the purpose.
This letter expresses our opinions as to the provisions of
the Declaration and the laws of Massachusetts applying to
business trusts generally, but does not extend to the
Massachusetts Securities Act, or to federal securities or other
laws.
We hereby consent to the filing of this opinion with the SEC
in connection with the Notice. In giving such consent, we do not
thereby concede that we come within the category of persons whose
consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
SULLIVAN & WORCESTER LLP
