<PAGE> 1
Form 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24F-2
UNITED STATES
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: Navigator Tax-Free Money Market Fund, Inc.
----------------------------------------------------------------------
721 Dresher Road, Suite 2400
----------------------------------------------------------------------
Horsham, PA 19044
----------------------------------------------------------------------
2. The name of each series or class of securities for which this Form is
filed. (If the Form is being filed for all series and classes of
securities of the issuer, check the box but do not list series or
classes): [X]
--------------------------------------------------------
---------------------------------------------------------------------
3. Investment Company Act File Number: 811-4580
----------------------------------
Securities Act File Number: 33-3082
------------------------------------------
4(a). Last day of fiscal year for which this Form is filed: August 31, 1998
-----------------
4(b).[ ] Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year). (See
Instruction A.2)
Note: If the Form is being filed late, interest must be paid on the
registration fee due.
4(c).[X] Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f): $115,729,077
------------
<PAGE> 2
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $173,541,714
------------
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending
no earlier than October 11, 1995 that were not
previously used to reduce registration fees
payable to the Commission: $
------------
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]: -$173,541,714
------------
(v) Net sales -- if Item 5(i) is greater than
Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $
------------
(vi) Redemption credits available for use $(57,812,637)
in future years if Item 5(i) is less ------------
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]:
(vii) Multiplier for determining registration fee
(See Instruction C.9): x .000295
------------
(viii) Registration fee due [multiply Item 5(v) by
Item 5(vii)] (enter "0" if no fee is due): =$ 0
------------
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before October 11, 1997, then
report the amount of securities (number of shares or other units)
deducted here:__________. If there is a number of shares or other units
that were registered pursuant to rule 24e-2 remaining unsold at the end
of the fiscal year for which this form is filed that are available for
use by the issuer in future fiscal years, then state that number
here:__________.
7. Interest due -- if this Form is being filed more than
90 days after the end of the issuer's fiscal year
(see Instruction D): +$
------------
8. Total of the amount of the registration fee due plus
any interest due [line 5(viii) plus line 7]: =$ 0
------------
<PAGE> 3
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
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.
By (Signature and Title)*
-----------------------------------------------------
GERARD J. WILLS, VICE PRESIDENT
-----------------------------------------------------
*Please print the name and title of the signing
officer below the signature.
Date: SEPTEMBER 28, 1998
-------------------
