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.
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1. Name and address of issuer:
ELFUN MONEY MARKET FUND
c/o General Electric Investment Corporation
3003 Summer Street
Stamford, CT 06905
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2. Name of each series or class of funds for which this notice is filed:
N/A
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3. Investment Company Act File Number: No. 811-5904
Securities Act File Number: No. 33-31205
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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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:
[ ]
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6. Date of termination of issuer's declaration under the rule 24f-2(a)(1), if
applicable (see instruction A.6):
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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:
Shares 79,752,193
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Shares -
Dollar Amount -
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9. Number and aggregate sale price of securities sold during the fiscal year:
Shares 157,967,333.00
Dollar Amount 157,967,333.00
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<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares 135,999,760.00
Dollar Amount 135,999,760.00
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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):
Shares 5,936,199.00
Dollar Amount 5,936,199.00
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12. Calculation of registration Fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on 24f-2 (from item 10):
$ $ 135,999,760.00
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from item 11 if applicable)
+ $ 5,936,199.00
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- $ 141,935,959.00
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ $ -
(v) Net aggregate sale price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable):
$ -
(vi) Multiplier prescribed by Section 6(b) of the Securities act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 0.000303
(vii) Fee due [line (i) or line (v) multiplied by line (vi)] :
$ -
Instruction: 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
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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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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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)*
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Jeffrey A. Groh, Treasurer of GEIC
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Date February 25, 1997
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* Please print the name and title of the signing officer below the signature.
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[Form 24F-2 Opinion]
February 25, 1997
Trustees of Elfun Money Market Fund
3003 Summer Street
Stamford, Connecticut 06905
Gentlemen:
I have examined the Fund Agreement, as amended to date, of Elfun Money
Market Fund (the "Fund"), a specimen of the Fund's Statement of Account issued
to Unitholders in respect of the units the registration of which was made
definite in number by Form 24F-2 for Elfun Money Market Fund, dated February 25,
1997 (the "Form"), being filed with the Securities and Exchange Commission (such
units, the "Units"). I am of the opinion that the Units were legally issued and
are fully paid and non-assessable.
I consent to the use of this opinion in connection with the Notification
and to the filing of a copy of this opinion with the Form.
Very truly yours,
Matthew J. Simpson
Vice President and Associate
General Counsel
