Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
| August 28, 2007 | Nicole M. Runyan
Direct Dial 212.806.6443
Direct Fax 212.806.7143
nrunyan@stroock.com |
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Attention: John Grzeskiewicz
| Re: | Dreyfus Municipal Money Market Fund, Inc. (File Nos. 811-2946 and 333-145073) |
Dear Ladies and Gentlemen:
On behalf of Dreyfus Municipal Money Market Fund, Inc. (the "Registrant"), transmitted herewith is Pre-Effective Amendment No. 1 (the "Amendment") to the Registrant's Registration Statement on Form N-14 (the "Registration Statement"). The Registration Statement and Amendment contain a Prospectus/Proxy Statement, which reflects a proposal to the shareholders of Dreyfus Florida Municipal Money Market Fund ("Dreyfus Florida"), to transfer Dreyfus Florida's assets, subject to its liabilities, to the Registrant in exchange for shares of the Registrant.
The Amendment is being filed to respond to certain accounting comments received from the staff of the Securities and Exchange Commission pursuant to a telephone conversation between Jeff Long and Nicole M. Runyan of this office, on August 20, 2007, including the filing of a non-stale auditors' consent. The Amendment is marked to show changes from the Registration Statement filed on August 2, 2007.
The Fund is seeking acceleration of the effective date of the Registration Statement to Friday, August 31, 2007, at 9:30 a.m. or as soon as practicable thereafter. Acceleration requests from the Fund and its principal underwriter are filed herewith.
Please telephone the undersigned at 212.806.6443, or David Stephens of this office at 212.806.6138, if you have any questions.
Very truly yours,
/s/ Nicole M. Runyan
Nicole M. Runyan
cc: David Stephens
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
200 Park Avenue
New York,New York 10166
August 28, 2007
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Attention: John C. Grzeskiewicz, Esq.
| Re: | Dreyfus Municipal Money Market Fund, Inc.
Registration Statement on Form N-14
File Nos.: 333-145073; 811-2946 |
Ladies and Gentlemen:
The undersigned hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will become effective on Friday, August 31, 2007 at 9:30 a.m., Eastern time, or as soon thereafter as may be practicable.
Very truly yours,
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
| By: | /s/ Jeff Prusnofsky
Jeff Prusnofsky
Vice President |
DREYFUS SERVICE CORPORATION
200 Park Avenue
New York, New York 10166
August 28, 2007
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Attention: John C. Grzeskiewicz, Esq.
| Re: | Dreyfus Municipal Money Market Fund, Inc.
Registration Statement on Form N-14
File Nos.: 333-145073; 811-2946 |
Ladies and Gentlemen:
As principal underwriter of the above-referenced investment company (the “Fund”), we hereby join the Fund in requesting that the effective date for the Fund’s Registration Statement be accelerated so that they will become effective on Friday, August 31, 2007, at 9:30 a.m., Eastern time, or as soon thereafter as may be practicable.
Very truly yours,
DREYFUS SERVICE CORPORATION
| By: | /s/ James Bitetto
James Bitetto
Assistant Secretary |
