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,
Gateway Center Three, 100 Mulberry Street, Newark, New
Jersey 07102-4077
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, 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):
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 /$ None
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: 30,064,741,000 /$30,064,741,000
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 30,064,741,000
/$30,064,741,000
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):
302,074,805 /$302,074,805
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):
$30,064,741,000
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +
302,074,805
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -
29,104,170,883
(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):
1,262,644,922
(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)]:
382,619.67
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:
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 25, 1997
8-97NOT.CMF
Boston
August 22,
1997
Prudential Investments Fund
Management LLC
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, N.J. 07102-4077
Re: Command Money Fund
Rule 24f-2 Notice
for Fiscal Year
Ended June 30,
1997
Ladies and Gentlemen:
You have requested our opinion as to certain mat
ters of Massachusetts law relating to the organization
and shares of Command Money Fund (originally named
"Eagle Trust"), a Massachusetts trust with transferable
shares (the "Fund"), established pursuant to a Decla
ration 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") in connection with the Fund's filing
with the Securities and Exchange Commission (the "SEC")
of its Notice for the fiscal year ended June 30, 1997
(the "Notice") pursuant to the SEC's Rule 24f-2 under
the Investment Company Act of 1940, as amended
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 autho
rized 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 State
ment 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 offi
cials 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 ver
ified.
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, 1997 (the
"Issued Shares") have been duly and validly
authorized by all requisite action of the Trus
tees of the Fund, and no action of the share
holders 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 Massachu
setts 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
F:\TEW\DOCS\PMFM\24F2OP04.97 8/19/97 4:49 PM
COMMAND MONEY FUND
Gateway Center Three, 9th Floor
100 Mulberry Street
Newark, New Jersey 07102-4077
August 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Command Money Fund
File Nos. 2-73902 and 811-3253
Ladies and Gentlemen:
On behalf of Command Money Fund enclosed for
filing, under the Investment Company Act of 1940, are:
(1) the Form 24F-2 for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed electronically via
the EDGAR System. A filing fee in the amount of
$382,619.67 has been wired to the Fund's account at
Mellon Bank.
If you have any questions relating to the
foregoing, please call the undersigned at (201) 367-
7530.
Sincerely,
/s/ S. Jane Rose
S. Jane Rose
Secretary
Enclosures
/8-97LTR.CMF
