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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Alliance Money Market Fund
1345 Avenue of the Americas
New York, New York 10105
2. Name of each series or class of funds for which this notice
is filed:
Prime Portfolio
Government Portfolio
General Municipal Portfolio
3. Investment Company Act File Number:
811-08838
Securities Act File Number:
33-85850
4. Last day of fiscal year for which this notice is filed:
November 30, 1996
5. Check the 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:
Prime Portfolio -0- shares
$-0-
Government Portfolio -0- shares
$-0-
General Municipal Portfolio -0- shares
$-0-
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Prime Portfolio -0- shares
$-0-
Government Portfolio -0- shares
$-0-
General Municipal Portfolio -0- shares
$-0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
Prime Portfolio 11,085,409,424 shares
$11,085,409,424
Government Portfolio 372,258,638 shares
$372,258,638
General Municipal Portfolio 494,868,947 shares
$494,868,947
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
Prime Portfolio 11,085,409,424 shares
$11,085,409,424
Government Portfolio 372,258,638 shares
$372,258,638
General Municipal Portfolio 494,868,947 shares
$494,868,947
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):
Prime Portfolio 93,805,221 shares
$93,805,221
Government Portfolio 3,671,687 shares
$3,671,687
General Municipal Portfolio 2,760,398 shares
$2,760,398
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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):
Prime Portfolio $ 11,085,409,424
Government Portfolio $ 372,258,638
General Municipal Portfolio $ 494,868,947
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
Prime Portfolio $ +93,805,221
Government Portfolio $ + 3,671,687
General Municipal Portfolio $ + 2,760,398
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
Prime Portfolio $ -8,407,477,076
Government Portfolio $ - 275,655,582
General Municipal Portfolio $ - 374,176,882
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
Prime Portfolio $ + -0-
Government Portfolio $ + -0-
General Municipal Portfolio $ + -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):
Prime Portfolio $2,771,737,569
Government Portfolio $ 100,274,743
General Municipal Portfolio $ 123,452,463
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
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instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
Prime Portfolio $839,920
Government Portfolio $ 30,386
General Municipal Portfolio $ 37,410
Instruction: Issuers should complete line (ii), (iii), 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: January 27, 1997
SIGNATURE
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/ Edmund P. Bergan, Jr.
Edmund P. Bergan, Jr.
Secretary
Date: January 28, 1997
EXHIBIT: Opinion of Seward & Kissel
*Please print the name and title of the signing officer below the
signature.
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SEWARD & KISSEL
One Battery Park Plaza
New York, NY 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
January 28, 1997
Alliance Money Market Fund
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Money Market
Fund, a Massachusetts business trust (the "Company"), in
connection with the Company's Rule 24f-2 Notice to be filed
pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended, to report the sale of 11,952,537,009
shares of beneficial interest of the Company during the
fiscal year of the Company ended November 30, 1996, in
reliance upon that Rule and pursuant to the registration of
an indefinite number of such shares under the Securities Act
of 1933, as amended.
As counsel for the Company, we have examined and
relied upon such records of the Company and other documents
and certificates as to factual matters as we have deemed to
be necessary to render the opinion set forth below.
Based on that examination we are of the opinion
that the 11,952,537,009 shares so sold in reliance upon Rule
24f-2 were duly authorized and legally issued and, upon
their issuance, were fully paid and nonassessable shares of
common stock of the Company under the laws of the State of
Maryland.
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Alliance Money Market Fund January 28, 1997
Our opinion above stated is expressed as members of
the bar of the State of New York.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to
the above-referenced Rule 24f-2 Notice.
Very truly yours,
/s/ Seward & Kissel
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00250132.AI1
