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:
The Gabelli Money Market Funds
One Corporate Center
Rye, New York 10580-1434
2. Name of each series or class of funds for which this notice is
filed:
The Gabelli U.S. Treasury Money Market Fund
3. Investment Company Act File Number:
811-6687
Securities Act File Number:
33-48220
4. Last day of fiscal year for which this notice is filed:
September 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:
Not applicable
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable
(see Instruction A.6):
Not applicable
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
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:
1,379,164,485 shares
$1,379,164,485
10. Number and aggregate sale price of securities sold during the
fiscal year in
reliance upon registration pursuant to rule 24f-2:
1,379,164,485 shares
$1,379,164,485
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):
11,971,379 shares
$11,971,379
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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): $
1,379,164,485
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + $11,971,379
(iii) Aggregate price of shares redeemed or repurchased
during
the fiscal year (if applicable): - $1,393,134,459
(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 on rule 24f-2 [line (i),
plus line
(ii), less line (iii), plus line (iv)] (if
applicable): $ [1,998,595]
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act
of 1933 or other applicable law or regulation
1
(see Instruction C.6): x 3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 0
Instructions: Issuer 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).
Not Applicable
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
Note Applicable
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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)*
/s/ Bruce N. Alpert
Bruce N. Alpert
Vice President and Treasurer
Date: November 27, 1996
*Please print the name and title of the signing officer below the
signature
G:\SHARED\3RDPARTY\GABMMF\24F-2\96NOTICE.DOC
G:\SHARED\3RDPARTY\GABCAPAS\24F-2\FYE95\FORM.DOC
November 18, 1996
The Gabelli Money Market Funds
One Corporate Center
Rye, New York 10580-1434
Re: Rule 24f-2 Notice for The Gabelli Money Market Funds
(the "Trust") (Securities Act File No. 33-48220;
Investment Company Act File No. 811-6687)
Ladies and Gentlemen:
The Trust, a Delaware business trust, is filing with the
Securities and Exchange Commission a Rule 24f-2 notice containing
the information specified in paragraph (b)(1) of Rule 24f-2 under
the Investment Company Act of 1940, as amended (the "Rule"). We
understand that the Trust has previously filed a registration
statement on Form N-lA (the "Registration Statement") under the
Securitles Act of 1933, as amended, adopting the declaration
authorized by paragraph (a)(1) of the Rule to the effect that an
indefinite number of shares of beneficial interest of the Trust
(the "Shares") was being registered by such registration
statement. The effect of the Rule 24f-2 notice, when accompanied
by the filing fee, if any, payable as prescribed by paragraph (c)
of the Rule and by this opinion, will be to make definite in
number the number of Shares sold by the Trust in reliance upon the
Rule (the "Rule 24f-2 Shares") during the fiscal year ended
September 30, 1996.
We have examined a Certificate of Good Standing issued by the
Secretary of State of the State of Delaware dated November 6, 1996
and copies, either certified or otherwise proved to our
satisfactlon to be genuine, of the Trust's Agreement and
Declaration of Trust and By-laws, each as now in effect, and other
documents relating to the organization and operation of the Trust
relevant to this opinion. We have also reviewed the form of the
Rule 24f-2 Notice being filed by the Trust.
The Trust has advised us that the Rule 24f-2 Share were sold in
the manner contemplated by the prospectus of the Trust current at
the time of sale, and that the Rule 24f-2 Shares were sold for a
consideration not less than the net asset value thereof as
required by the Investment Company Act of 1940.
Based on the foregoing, it is our opinion that:
The Gabelli Money Market Funds
November 18, 1996
Page 2
1. The Trust has been duly organized and is legally existing
under the laws of the State of Delaware.
2. The Trust is authorized to issue an unlimited number of
Shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission together with the Rule 24f-2
Notice of the Trust, and to the filing of this opinion under the
securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States of America and
the State of New York. We note that we are not licensed to
practice law in the State of Delaware, and to the extent that any
opinion expressed herein involves the law of Delaware, such
opinion should be understood to be based solely upon our review
of the documents referred to above, the published statutes of that
state, and where applicable, published cases, rules or regulations
of regulatory bodies of that state.
Very truly yours,
/s/ Willkie Farr & Gallagher
