February 28,
1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn.: Mr. Frank Donaty, Jr.
Mrs. Patricia P. Williams
Re: Oppenheimer Money Market Fund, Inc.
Reg. No. 2-49887, File No. 811-2454
To the Securities and Exchange Commission:
Enclosed for your information and files is a copy of
an
electronic ("EDGAR") filing made pursuant to Rule 24f-2 of the
Investment
Company Act of 1940 (the "1940 Act") on February 27, 1995 on behalf
of
Oppenheimer Money Market Fund, Inc. (the "Fund"), accompanied by an
opinion of counsel for the registration of additional shares of the
Fund.
No filing fee is payable. The Fund has previously registered an
indefinite number of shares pursuant to Rule 24f-2.
The purpose of the Notice is to make definite the
registration
of 1,595,463,393 shares of the Fund in reliance on Rule 24f-2.
Very truly
yours,
/s/ Katherine P. Feld
Katherine P.
Feld
Vice
President &
Associate
Counsel
(212)
323-0252
KPF/gl
Enclosures
cc: Ronald Feiman, Esq.
Lynn Coluccy
Gloria LaFond
SEC/200.24F
<PAGE>
Rule 24f-2 Notice for Oppenheimer Money Market Fund, Inc.
3410 South Galena Street, Denver, CO 80231
(Registration No. 2-49887)
NOTICE IS HEREBY GIVEN that Oppenheimer Money Market Fund,
Inc. having
previously filed by post-effective amendment of its registration
statement
a declaration that an indefinite number of its shares of capital
stock,
par value $.10 per share, were being registered pursuant to Rule
24f-2 of
the Investment Company Act of 1940, now elects to continue such
indefinite
registration.
(i) This Notice is being filed for the fiscal year
ended December
31, 1994.
(ii) 2,181,510,977 shares which had been registered
other than
pursuant to this Rule remained unsold at the
beginning of the
above fiscal year.
(iii) 97,496,497 shares were registered other than
pursuant to this
Rule during the above fiscal year.
(iv) The number of shares sold during the above fiscal
year was
1,884,595,724. (1)
(v) 1,595,463,393 shares were sold during the above
fiscal year in
reliance upon registration pursuant to this Rule.
Pursuant to the requirements of the Investment Company Act
of 1940,
the undersigned registrant has caused this notice to be signed on
its
behalf this 22nd day of February, 1995.
Oppenheimer Money
Market Fund, Inc.
By /s/ Robert G. Zack
Robert G. Zack, Assistant
Secretary
______________
(1) The calculation of the aggregate sales price is made pursuant
to Rule
24f-2 of the Investment Company Act of 1940. Based upon an actual
aggregate sales price for which such securities were sold during
the
previous fiscal year of $1,884,595,724, reduced by an actual
redemption
price of securities of the issuer redeemed during such previous
fiscal
year of $1,595,463,393 and using 289,132,331 shares previously
registered
valued at $289,132,331, no filing fee is payable. Shares
previously
registered remaining unsold total 1,989,875,143.
SEC/200.24F
<PAGE>
GORDON ALTMAN BUTOWSKY WEITZEN
SHALOV & WEIN
114 West 47th Street New York, N.Y.
10036
Telephone: (212) 626-0800 Telecopier (212)
626-0799
February
21, 1995
Oppenheimer Money Market Fund, Inc.
Two World Trade Center
New York, New York 10048-0203
Ladies and Gentlemen:
In connection with the public offering of shares of
beneficial
interest, no par value, of Oppenheimer Money Market Fund, Inc. (the
"Fund"), we have examined such records and documents and have made
such
further investigation and examination as we deemed necessary for
the
purpose of this opinion.
It is our opinion that the shares the registration of
which is
made definite by the accompanying Rule 24f-2 Notice of the Fund
were
legally issued, fully paid and non-assessable by the Fund to the
extent
set forth in its Prospectus forming part of its Registration
Statement
under the Securities Act of 1933, as amended.
We hereby consent to the filing of this opinion with
said Notice.
Very truly
yours,
/s/ GORDON ALTMAN
BUTOWSKY
WEITZEN SHALOV
& WEIN
