UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-3207 GENERAL MONEY MARKET FUND, INC. (Exact name of Registrant as specified in charter) c/o The Dreyfus Corporation 200 Park Avenue New York, New York 10166 (Address of principal executive offices) (Zip code) Mark N. Jacobs, Esq. 200 Park Avenue New York, New York 10166 (Name and address of agent for service) Registrant's telephone number, including area code: (212) 922-6000 Date of fiscal year end: 11/30 Date of reporting period: 11/30/03 FORM N-CSR ITEM 1. REPORTS TO STOCKHOLDERS. General Money Market Fund, Inc. ANNUAL REPORT November 30, 2003 YOU, YOUR ADVISOR AND DREYFUS A MELLON FINANCIAL COMPANY(SM) The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund. Not FDIC-Insured * Not Bank-Guaranteed * May Lose Value Contents THE FUND - -------------------------------------------------- 2 Letter from the Chairman 3 Discussion of Fund Performance 6 Statement of Investments 9 Statement of Assets and Liabilities 10 Statement of Operations 11 Statement of Changes in Net Assets 12 Financial Highlights 15 Notes to Financial Statements 21 Report of Independent Auditors 22 Board Members Information 24 Officers of the Fund FOR MORE INFORMATION - --------------------------------------------------------------------------- Back Cover The Fund General Money Market Fund, Inc. LETTER FROM THE CHAIRMAN Dear Shareholder: This annual report for General Money Market Fund, Inc. covers the 12-month period from December 1, 2002, through November 30, 2003. Inside, you'll find valuable information about how the fund was managed during the reporting period, including a discussion with the fund's portfolio manager, Bernard W. Kiernan. Recent reports of marked improvement in the growth of U.S. Gross Domestic Product suggest to us that the economy has started to turn the corner. Tax cuts and low mortgage rates have put cash in consumers' pockets, and corporations have begun to increase spending and investment. As a result, after several years of falling interest rates, longer-term bond yields have begun to creep upward. However, the Federal Reserve Board repeatedly has affirmed its commitment to low short-term interest rates, and yields of money market instruments have remained near historical lows. Of course, we have seen upturns before, only to be disappointed when growth proved unsustainable over the longer term. However, based on recent data, we are cautiously optimistic about the current economic environment. As always, we urge you to speak regularly with your financial advisor, who may be in the best position to suggest the Dreyfus funds designed to meet your current needs, future goals and attitudes toward risk. Thank you for your continued confidence and support. Sincerely, /s/ Stephen E. Canter Stephen E. Canter Chairman and Chief Executive Officer The Dreyfus Corporation December 15, 2003 DISCUSSION OF FUND PERFORMANCE Bernard W. Kiernan, Jr., Portfolio Manager How did General Money Market Fund, Inc. perform during the period? During the 12-month period ended November 30, 2003, the fund produced yields of 0.56% for Class A shares, 0.33% for Class B shares and 0.32% for Class X shares. Taking into account the effects of compounding, the fund produced effective yields of 0.56% for Class A shares, 0.33% for Class B shares and 0.32% for Class X shares for the same period.(1) What is the fund's investment approach? The fund seeks as high a level of current income as is consistent with the preservation of capital. To pursue this goal, the fund invests in a diversified portfolio of high-quality, short-term debt securities. These include securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, certificates of deposit, short-term securities issued by domestic or foreign banks, repurchase agreements, asset-backed securities, domestic and dollar-denominated foreign commercial paper and dollar-denominated obligations issued or guaranteed by foreign governments. Normally, the fund invests at least 25% of its net assets in domestic or dollar-denominated foreign bank obligations. What other factors influenced the fund's performance? Although the Federal Reserve Board (the "Fed") reduced short-term interest rates by 50 basis points in early November 2002, just weeks before the start of the reporting period, the economy remained persistently sluggish, growing at a disappointing 1.4% annualized rate in the fourth quarter of 2002 as rising geopolitical tensions, corporate scandals and a declining stock market continued to take their toll. During the opening months of 2003, hopes of a more sustainable economic rebound faded when the impending war in Iraq caused businesses and consumers to postpone spending. However, after it became clear in The Fund DISCUSSION OF FUND PERFORMANCE (CONTINUED) late March that major combat would be over quickly, investors became more optimistic, and money market yields rose at the longer end of the curve. Nonetheless, U.S. GDP grew at a disappointing 1.4% annualized rate for the second consecutive quarter during the reporting period. The manufacturing sector began to show signs of sustainable improvement in May, and consumer confidence rebounded. These encouraging signs were supported by gains in the stock market, low inflation, moderating oil prices, rising productivity and legislation enacting new tax cuts. However, the Fed maintained its relatively cautious stance at its May meeting, saying economic risks were "weighted toward weakness for the foreseeable future." Economic indicators continued to improve in June, and the economy expanded at a greater than expected 3.3% annualized rate during the second quarter. Unfortunately, the unemployment rate climbed to 6.4%, its highest level in nine years, and most investors expected the Fed to reduce interest rates further at its meeting in late June. The Fed did not disappoint them, driving the federal funds rate down another 25 basis points to 1%, a 45-year low. In July, new signs of economic strength created a sudden shift in investor sentiment amid concerns that rising inflation and a ballooning federal budget deficit might lead to higher interest rates. As a result, prices of longer-term bonds plunged, producing one of the most severe six-week declines in the history of the bond market. Although heightened volatility roiled the longer-term bond markets, money market yields remained relatively steady, anchored at the short end of the curve by the 1% federal funds rate. The economy continued to improve in the fall as it became clearer that business investment and consumer spending were rebounding, even as inflation remained well under control. Jobless claims dropped in September to their lowest level in eight months, and sales at department stores rose as consumers spent their tax refunds. It was later estimated that the economy grew at a robust 8.2% annualized rate during the third quarter of 2003. Economic indicators in October and November provided more evidence of an improving economy, including an encouraging increase in the number of jobs in the U.S. economy and a decrease in the unemployment rate to 6.0%. Orders for durable goods rose more strongly in November, suggesting that business investment was finally contributing in a meaningful way to the recovery, and consumer confidence advanced to its highest level in more than a year. As a result, yields of most U.S. Treasury securities and longer-dated money market instruments began to rise. However, as was widely expected, the Fed held the overnight federal funds rate steady at its December meeting just after the end of the reporting period and reiterated its commitment to keeping borrowing rates low for "a considerable period." What is the fund's current strategy? We generally have maintained the fund's weighted average maturity in a range we consider longer than average. This strategy is designed to capture higher yields at the longer end of the fund's maturity range. Of course, we are prepared to adjust our strategies as economic and market conditions evolve. December 15, 2003 (1) EFFECTIVE YIELD IS BASED UPON DIVIDENDS DECLARED DAILY AND REINVESTED MONTHLY. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. YIELDS FLUCTUATE. AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FDIC OR THE U.S. GOVERNMENT. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. YIELDS PROVIDED FOR THE FUND'S CLASS B AND CLASS X SHARES REFLECT THE ABSORPTION OF FUND EXPENSES BY THE DREYFUS CORPORATION PURSUANT TO AN UNDERTAKING IN EFFECT THAT MAY BE EXTENDED, TERMINATED OR MODIFIED AT ANY TIME. HAD THESE EXPENSES NOT BEEN ABSORBED, THE FUND'S CLASS B AND CLASS X YIELDS WOULD HAVE BEEN LOWER. The Fund STATEMENT OF INVESTMENTS STATEMENT OF INVESTMENTS November 30, 2003 Principal NEGOTIABLE BANK CERTIFICATES OF DEPOSIT--40.9% Amount ($) Value ($) - ------------------------------------------------------------------------------------------------------------------------------------ BNP Paribas (Yankee) 1.20%, 5/19/2004 100,000,000 99,997,667 Barclays Bank PLC (Yankee) 1.04%, 12/23/2003 350,000,000 350,000,000 Chase Manhattan Bank USA (Yankee) 1.07%, 11/8/2004 233,000,000 (a) 233,000,000 Credit Agricole Indosuez S.A. (Yankee) 1.06%, 3/15/2004 150,000,000 (a) 149,993,499 Credit Lyonnais N.A. Inc. (Yankee) 1.06%, 10/14/2004 60,000,000 (a) 59,993,442 HBOS Treasury Services PLC (London) 1.04%--1.08%, 12/12/2003--1/16/2004 335,000,000 335,002,986 Landesbank Hessen-Thueringen Girozentrale (London) 1.04%, 1/5/2004 150,000,000 150,000,000 M&I Marshall & Ilsley Bank Milwaukee, WI (Yankee) 1.05%, 3/17/2004 200,000,000 (a) 199,988,212 Natexis Banques Populaires (Yankee) 1.05%--1.16%, 12/22/2003--5/4/2004 300,000,000 299,996,354 Norddeutsche Landesbank Girozentrale (Yankee) 1.20%, 8/27/2004 100,000,000 99,992,597 Nordea Bank Finland PLC (Yankee) 1.07%, 1/12/2004 100,000,000 (a) 99,999,420 Sanpaolo IMI SpA (London) 1.05%, 12/24/2003 200,000,000 200,000,000 Societe Generale (Yankee) 1.05%, 3/8/2004 250,000,000 (a) 249,990,058 UniCredito Italiano SpA (London) 1.08%, 12/12/2003 200,000,000 200,000,000 Westdeutsche Landesbank Girozentrale (Yankee) 1.05%, 1/12/2004 50,000,000 50,000,000 Wilmington Trust Co. 1.06%, 12/15/2003 50,000,000 50,000,000 TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT (cost $2,827,954,235) 2,827,954,235 - ------------------------------------------------------------------------------------------------------------------------------------ COMMERCIAL PAPER--12.3% - ------------------------------------------------------------------------------------------------------------------------------------ Allied Irish Banks N.A. Inc. 1.05%, 1/5/2004--1/7/2004 100,000,000 99,896,000 General Electric Capital Corp. 1.12%--1.14%, 3/4/2004--4/9/2004 300,000,000 299,009,056 Principal COMMERCIAL PAPER (CONTINUED) Amount ($) Value ($) - ------------------------------------------------------------------------------------------------------------------------------------ General Electric Capital Services Inc. 1.14%, 3/2/2004 100,000,000 99,711,222 Morgan Stanley & Co. Inc. 1.11%, 12/9/2003 100,000,000 100,000,000 Norddeutsche Landesbank Luxembourg S.A. 1.05%, 1/6/2004 100,000,000 99,895,500 UBS Finance Delaware LLC 1.04%, 12/1/2003 150,000,000 150,000,000 TOTAL COMMERCIAL PAPER (cost $848,511,778) 848,511,778 - ------------------------------------------------------------------------------------------------------------------------------------ CORPORATE NOTES--10.9% - ------------------------------------------------------------------------------------------------------------------------------------ Merrill Lynch & Co. Inc. 1.08%, 4/16/2004 150,000,000 (a) 150,000,000 Paradigm Funding LLC 1.08%, 8/20/2004 200,000,000 (a,b) 200,000,000 Societe Generale 1.06%, 2/18/2004 100,000,000 (a) 99,997,212 Swedbank 1.07%, 10/1/2004 300,000,000 (a) 299,970,205 TOTAL CORPORATE NOTES (cost $749,967,417) 749,967,417 - ------------------------------------------------------------------------------------------------------------------------------------ PROMISSORY NOTES--4.3% - ------------------------------------------------------------------------------------------------------------------------------------ Goldman Sachs Group Inc. 1.21%--1.41%, 1/21/2004--4/14/2004 (cost $300,000,000) 300,000,000 (c) 300,000,000 - ------------------------------------------------------------------------------------------------------------------------------------ SHORT-TERM BANK NOTES--10.9% - ------------------------------------------------------------------------------------------------------------------------------------ BNP Paribas 1.06%, 6/16/2004 250,000,000 (a) 249,972,734 Bank One N.A. 1.05%, 1/12/2004 100,000,000 (a) 99,999,424 National City Bank 1.06%, 1/20/2004--2/23/2004 250,000,000 (a) 250,000,807 Westdeutsche Landesbank Girozentrale 1.07%, 6/7/2004 150,000,000 (a) 149,984,392 TOTAL SHORT-TERM BANK NOTES (cost $749,957,357) 749,957,357 The Fund STATEMENT OF INVESTMENTS (CONTINUED) Principal U.S. GOVERNMENT AGENCIES--20.3% Amount ($) Value ($) - ------------------------------------------------------------------------------------------------------------------------------------ Federal Home Loan Banks, Notes 1.06%, 7/14/2004 120,000,000 120,000,000 Federal Home Loan Mortgage Corp., Discount Notes 1.02%--1.14%, 12/15/2003--3/8/2004 455,938,000 455,331,080 Federal Home Loan Mortgage Corp., Notes 1.27%--1.50%, 9/17/2004--12/24/2004 630,000,000 630,000,000 Federal National Mortgage Association, Notes 1.50%, 12/3/2004 200,000,000 200,000,000 TOTAL U.S. GOVERNMENT AGENCIES (cost $1,405,331,080) 1,405,331,080 - ------------------------------------------------------------------------------------------------------------------------------------ TIME DEPOSITS--3.2% - ------------------------------------------------------------------------------------------------------------------------------------ Branch Banking & Trust Co. (Grand Cayman) 1.00%, 12/1/2003 22,000,000 22,000,000 Rabobank Nederland (Grand Cayman) 1.02%, 12/1/2003 200,000,000 200,000,000 TOTAL TIME DEPOSITS (cost $222,000,000) 222,000,000 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS (cost $7,103,721,867) 102.8% 7,103,721,867 LIABILITIES, LESS CASH AND RECEIVABLES (2.8%) (191,981,646) NET ASSETS 100.0% 6,911,740,221 (A) VARIABLE INTEREST RATE--SUBJECT TO PERIODIC CHANGE. (B) SECURITY EXEMPT FROM REGISTRATION UNDER RULE 144A OF THE SECURITIES ACT OF 1933. THIS SECURITY MAY BE RESOLD IN TRANSACTIONS EXEMPT FROM REGISTRATION, NORMALLY TO QUALIFIED INSTITUTIONAL BUYERS. AT NOVEMBER 30, 2003, THIS SECURITY AMOUNTED TO $200,000,000 OR 2.9% OF NET ASSETS. (C) THESE NOTES WERE ACQUIRED FOR INVESTMENT, AND NOT WITH THE INTENT TO DISTRIBUTE OR SELL. SECURITIES RESTRICTED AS TO PUBLIC RESALE. THESE SECURITIES WERE ACQUIRED FROM 2/25/2003 TO 10/16/2003 AT A COST OF $300,000,000. AT NOVEMBER 30, 2003, THE AGGREGATE VALUE OF THESE SECURITIES WAS $300,000,000 OR 4.3% OF NET ASSETS AND ARE VALUED AT AMORTIZED COST. SEE NOTES TO FINANCIAL STATEMENTS. STATEMENT OF ASSETS AND LIABILITIES November 30, 2003 Cost Value - -------------------------------------------------------------------------------- ASSETS ($): Investments in securities--See Statement of Investments 7,103,721,867 7,103,721,86 Cash 664,698 Interest receivable 13,079,536 Prepaid expenses 263,065 7,117,729,166 - -------------------------------------------------------------------------------- LIABILITIES ($): Due to The Dreyfus Corporation and affiliates 5,333,998 Payable for investment securities purchased 200,000,000 Payable for shares of Common Stock redeemed 498,304 Accrued expenses 156,643 205,988,945 - -------------------------------------------------------------------------------- NET ASSETS ($) 6,911,740,221 - -------------------------------------------------------------------------------- COMPOSITION OF NET ASSETS ($): Paid-in capital 6,911,754,378 Accumulated net realized gain (loss) on investments (14,157) - -------------------------------------------------------------------------------- NET ASSETS ($) 6,911,740,221 NET ASSET VALUE PER SHARE Class A Class B Class X - ------------------------------------------------------------------------------------------------------------------------------------ Net Assets ($) 1,277,955,706 5,633,656,819 127,696 Shares Outstanding 1,277,994,320 5,633,632,357 127,701 - ------------------------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE PER SHARE ($) 1.00 1.00 1.00 SEE NOTES TO FINANCIAL STATEMENTS. The Fund STATEMENT OF OPERATIONS Year Ended November 30, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME ($): INTEREST INCOME 98,408,571 EXPENSES: Management fee--Note 2(a) 36,893,858 Shareholder servicing costs--Note 2(c) 19,044,524 Distribution fees, service fees and prospectus--Note 2(b) 14,831,362 Custodian fees 280,704 Directors' fees and expenses--Note 2(d) 176,860 Registration fees 169,042 Professional fees 57,305 Prospectus and shareholders' reports 27,108 Miscellaneous 96,893 TOTAL EXPENSES 71,577,656 Less--reduction in shareholder servicing costs due to undertaking--Note 2(c) (858,822) NET EXPENSES 70,718,834 INVESTMENT INCOME-NET 27,689,737 - -------------------------------------------------------------------------------- NET REALIZED GAIN (LOSS) ON INVESTMENTS--NOTE 1(B) ($) (10,418) NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 27,679,319 SEE NOTES TO FINANCIAL STATEMENTS. STATEMENT OF CHANGES IN NET ASSETS Year Ended November 30, -------------------------------------- 2003 2002 - -------------------------------------------------------------------------------- OPERATIONS ($): Investment income--net 27,689,737 84,953,550 Net realized gain (loss) on investments (10,418) 120,459 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 27,679,319 85,074,009 - -------------------------------------------------------------------------------- DIVIDENDS TO SHAREHOLDERS FROM ($): Investment income--net: Class A Shares (8,018,360) (21,557,165) Class B Shares (19,670,906) (63,394,048) Class X Shares (471) (2,337) TOTAL DIVIDENDS (27,689,737) (84,953,550) - -------------------------------------------------------------------------------- CAPITAL STOCK TRANSACTIONS ($1.00 per share): Net proceeds from shares sold: Class A Shares 7,231,363,649 7,659,411,969 Class B Shares 14,956,398,812 14,614,130,063 Class X Shares 78,645 12,830 Dividends reinvested: Class A Shares 7,901,889 21,033,870 Class B Shares 18,419,010 56,427,944 Class X Shares 246 1,383 Cost of shares redeemed: Class A Shares (7,517,672,820) (7,503,864,979) Class B Shares (14,800,138,189) (13,925,485,108) Class X Shares (110,443) (146,242) INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS (103,759,201) 921,521,730 TOTAL INCREASE (DECREASE) IN NET ASSETS (103,769,619) 921,642,189 - -------------------------------------------------------------------------------- NET ASSETS ($): Beginning of Period 7,015,509,840 6,093,867,651 END OF PERIOD 6,911,740,221 7,015,509,840 SEE NOTES TO FINANCIAL STATEMENTS. The Fund FINANCIAL HIGHLIGHTS The following tables describe the performance for each share class for the fiscal periods indicated. All information reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund's financial statements. Year Ended November 30, ------------------------------------------------------------------------------ CLASS A SHARES 2003 2002 2001 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA ($): Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 Investment Operations: Investment income--net .006 .014 .041 .056 .044 Distributions: Dividends from investment income--net (.006) (.014) (.041) (.056) (.044) Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN (%) .56 1.43 4.21 5.77 4.53 - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA (%): Ratio of expenses to average net assets .77 .77 .79 .78 .78 Ratio of net investment income to average net assets .57 1.42 4.03 5.64 4.44 - ------------------------------------------------------------------------------------------------------------------------------------ Net Assets, end of period ($ x 1,000) 1,277,956 1,556,365 1,379,758 982,685 863,981 SEE NOTES TO FINANCIAL STATEMENTS. Year Ended November 30, ----------------------------------------------------------------------------------- CLASS B SHARES 2003 2002 2001 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA ($): Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 Investment Operations: Investment income--net .003 .012 .039 .054 .042 Dividends from investment income--net (.003) (.012) (.039) (.054) (.042) Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN (%) .33 1.20 3.98 5.53 4.32 - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA (%): Ratio of expenses to average net assets 1.00 1.00 1.00 1.00 1.00 Ratio of net investment income to average net assets .33 1.19 3.81 5.41 4.24 Decrease reflected in above expense ratios due to undertakings by The Dreyfus Corporation .01 .01 .03 .02 .03 - ------------------------------------------------------------------------------------------------------------------------------------ Net Assets, end of period ($ x 1,000) 5,633,657 5,458,986 4,713,819 3,338,285 3,056,844 SEE NOTES TO FINANCIAL STATEMENTS. The Fund FINANCIAL HIGHLIGHTS (CONTINUED) Year Ended November 30, --------------------------------------------------------------------------- CLASS X SHARES 2003 2002 2001 2000 1999(a) - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA ($): Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 Investment Operations: Investment income--net .003 .012 .039 .054 .021 Distributions: Dividends from investment income--net (.003) (.012) (.039) (.054) (.021) Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN (%) .32 1.16 3.94 5.49 4.33(b) - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA (%): Ratio of expenses to average net assets 1.02 1.05 1.05 1.05 1.05(b) Ratio of net investment income to average net assets .34 1.20 4.03 5.43 4.01(b) Decrease reflected in above expense ratios due to undertakings by The Dreyfus Corporation .10 .14 .13 .06 .25(b) - ------------------------------------------------------------------------------------------------------------------------------------ Net Assets, end of period ( $x 1,000) 128 159 291 478 554 (A) FROM JUNE 1, 1999 (COMMENCEMENT OF INITIAL OFFERING) TO NOVEMBER 30, 1999. (B) ANNUALIZED. SEE NOTES TO FINANCIAL STATEMENTS. NOTES TO FINANCIAL STATEMENTS NOTE 1--Significant Accounting Policies: General Money Market Fund, Inc. (the "fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified open-end management investment company. The fund's investment objective is to provide investors with as high a level of current income as is consistent with the preservation of capital. The Dreyfus Corporation (the "Manager") serves as the fund's investment adviser. The Manager is a wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial Corporation. Dreyfus Service Corporation (the "Distributor"), a wholly-owned subsidiary of the Manager, is the distributor of the fund's shares. The fund is authorized to issue 25.5 billion shares of $.001 par value Common Stock. The fund currently offers three classes of shares: Class A (15 billion shares authorized), Class B (10 billion shares authorized) and Class X (500 million shares authorized). Class A, Class B and Class X shares are identical except for the services offered to and the expenses borne by each class and certain voting rights. Class A shares are subject to a Service Plan adopted pursuant to Rule 12b-1 under the Act, Class B and Class X shares are subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the Act and Class A, Class B and Class X shares are subject to a Shareholder Services Plan. In addition, Class B shares are charged directly for sub-accounting services provided by Service Agents (a securities dealer, financial institution or other industry professional) at an annual rate of .05% of the value of the average daily net assets of Class B shares. During the period ended November 30, 2003, sub-accounting service fees amounted to $2,984,636 for Class B shares and are included in shareholder servicing cost. It is the fund's policy to maintain a continuous net asset value per share of $1.00; the fund has adopted certain investment, portfolio valuation and dividend and distribution policies to enable it to do so. There is no assurance, however, that the fund will be able to maintain a stable net asset value per share of $1.00. The Fund NOTES TO FINANCIAL STATEMENTS (CONTINUED) The fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States, which may require the use of management estimates and assumptions. Actual results could differ from those estimates. (A) PORTFOLIO VALUATION: Investments in securities are valued at amortized cost, in accordance with Rule 2a-7 of the Act, which has been determined by the fund's Board of Directors to represent the fair value of the fund's investments. (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Interest income, adjusted for amortization of discount and premium on investments, is earned from the settlement date and recognized on the accrual basis. Cost of investments represents amortized cost. Under the terms of the custody agreement, the fund receives net earnings credits based on available cash balances left on deposit. The fund may enter into repurchase agreements with financial institutions deemed to be creditworthy by the Manager, subject to the seller's agreement to repurchase and the fund's agreement to resell such securities at a mutually agreed upon price. Securities purchased subject to repurchase agreements are deposited with the fund's custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. If the value of the underlying securities falls below the value of the repurchase price plus accrued interest, the fund will require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults on its repurchase obligation, the fund maintains the right to sell the underlying securities at market value and may claim any resulting loss against the seller. (C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the fund to declare dividends from investment income-net on each business day; such dividends are paid monthly. Dividends from net realized capital gain, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code"). To the extent that net realized capital gain can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gain. (D) FEDERAL INCOME TAXES: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes. At November 30, 2003, the components of accumulated earnings on a tax basis were substantially the same as for financial reporting purposes. The accumulated capital loss carryover of $14,157 is available to be applied against future net securities profits, if any, realized subsequent to November 30, 2003. If not applied, $3,739 of the carryover expires in fiscal 2008 and $10,418 expires in fiscal 2011. The tax character of distributions paid to shareholders during the fiscal years ended November 30, 2003 and November 30, 2002, respectively, were all ordinary income. At November 30, 2003, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments). NOTE 2--Management Fee and Other Transactions with Affiliates: (A) Pursuant to a management agreement ("Agreement") with the Manager, the management fee is computed at the annual rate of .50 of 1% of the value of the fund's average daily net assets and is payable monthly. The Agreement provides that if in any full fiscal year the aggregate expenses of the fund, exclusive of taxes, brokerage fees, interest on borrowings and extraordinary expenses, exceed 1 1/2% of the value of the fund's average net assets, the fund may deduct from The Fund NOTES TO FINANCIAL STATEMENTS (CONTINUED) payments to be made to the Manager, or the Manager will bear, such excess expense. During the period ended November 30, 2003, there was no expense reimbursement pursuant to the Agreement. (B) Under the Service Plan with respect to Class A shares (the "Plan"), adopted pursuant to Rule 12b-1 under the Act, Class A shares bear directly the cost of preparing, printing and distributing prospectuses and statements of additional information and implementing and operating the Plan, such aggregate amount not to exceed in any fiscal year of the fund, the greater of $100,000 or .005 of 1% of the average daily net assets of Class A. In addition, Class A shares pay the Distributor for distributing their shares, servicing shareholder accounts ("Servicing") and advertising and marketing relating to Class A shares at an aggregate annual rate of .20 of 1% of the value of the average daily net assets of Class A. The Distributor may pay one or more Service Agents a fee in respect of Class A shares owned by shareholders with whom the Service Agent has a Servicing relationship or for whom the Service Agent is the dealer or holder of record. The schedule of such fees and the basis upon which such fees will be paid shall be determined from time to time by the Distributor. If a holder of Class A shares ceases to be a client of a Service Agent, but continues to hold Class A shares, the Distributor will be permitted to act as a Service Agent in respect of such fund shareholders and receive payments under the Plan for Servicing. The fees payable for Servicing are payable without regard to actual expenses incurred. During the period ended November 30, 2003, Class A shares were charged $2,832,522 pursuant to the Plan. Under the Distribution Plan with respect to Class B shares ("Class B Distribution Plan") adopted pursuant to Rule 12b-1 under the Act, Class B shares bear directly the costs of preparing, printing and distributing prospectuses and statements of additional information and of implementing and operating the Class B Distribution Plan, such aggregate amount not to exceed in any fiscal year of the fund the greater of $100,000 or .005 of 1% of the average daily net assets of Class B. In addition, Class B shares reimburse the Distributor for payments made to third parties for distributing Class B shares at an annual rate not to exceed .20 of 1% of the value of the average daily net assets of Class B. During the period ended November 30, 2003, Class B shares were charged $11,998,488 pursuant to the Class B Distribution Plan. Under the Distribution Plan with respect to Class X ("Class X Distribution Plan") adopted pursuant to Rule 12b-1 under the Act, Class X shares pay the Distributor for distributing Class X shares at an annual rate of .25 of 1% of the value of the average daily net assets of Class X. During the period ended November 30, 2003, Class X shares were charged $352 pursuant to the Class X Distribution Plan. (C) Under the Shareholder Services Plan with respect to Class A ("Class A Shareholder Services Plan"), Class A shares reimburse the Distributor an amount not to exceed an annual rate of .25 of 1% of the value of the average daily net assets of Class A for certain allocated expenses of providing personal services and/or maintaining shareholder accounts. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding Class A shares and providing reports and other information, and services related to the maintenance of shareholder accounts. During the period ended November 30, 2003, Class A shares were charged $468,713 pursuant to the Class A Shareholder Services Plan. Under the Shareholder Services Plan with respect to Class B and Class X ("Shareholder Services Plan"), Class B and Class X shares pay the Distributor at an annual rate of .25 of 1% of the value of the average daily net assets of Class B and Class X for servicing shareholder accounts. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding Class B and Class X shares and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents in respect of these services. The Distributor determines the amounts to be paid to Service Agents. The Fund NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Manager had undertaken from December 1, 2002 through November 30, 2003, to reduce the expenses of Class B shares to the extent that, if the aggregate expenses of Class B shares, exclusive of taxes, brokerage fees, interest on borrowings and extraordinary expenses, exceed an annual rate of 1.01%. The Manager had undertaken from December 1, 2002 through June 30, 2003, from July 1, 2003 through July 7, 2003 and from July 8, 2003 through November 30, 2003, to reduce the expenses of Class X shares to the extent that, if the aggregate expenses of Class X shares, exclusive of taxes, brokerage fees, interest on borrowings and extraordinary expenses, exceed an annual rate of 1.05%, .90% and 1.05% , respectively, of the value of the average daily net assets of Class X shares. In addition, the Manager may, at times, limit certain money market fund expenses in an effort to enhance yields of a fund, or a particular class of a fund, as applicable, because of low interest rates. Effective July 14, 2003, the Manager limited fund expenses on the fund (Class B and Class X) to maintain a minimum yield of 15 basis points. Such expense limitations are voluntary, temporary and may be revised or terminated at anytime. During the period ended November 30, 2003, Class B and Class X shares were charged $14,923,182 and $351 respectively, pursuant to the Shareholder Services Plan of which $858,685 and $137, respectively, were reimbursed by the Manager. The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the fund. During the period ended November 30, 2003, the fund was charged $428,423 pursuant to the transfer agency agreement. (D) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets. REPORT OF INDEPENDENT AUDITORS Shareholders and Board of Directors General Money Market Fund, Inc. We have audited the accompanying statement of assets and liabilities of General Money Market Fund, Inc., including the statement of investments, as of November 30, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the years indicated therein. These financial statements and financial highlights are the responsibility of the fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of November 30, 2003 by correspondence with the custodian and others. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of General Money Market Fund, Inc. at November 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated years, in conformity with accounting principles generally accepted in the United States. [ERNST & YOUNG LLP SIGNATURE LOGO] New York, New York January 9, 2004 The Fund BOARD MEMBERS INFORMATION (Unaudited) Joseph S. DiMartino (60) Chairman of the Board (1995) PRINCIPAL OCCUPATION DURING PAST 5 YEARS: * Corporate Director and Trustee OTHER BOARD MEMBERSHIPS AND AFFILIATIONS: * The Muscular Dystrophy Association, Director * Levcor International, Inc., an apparel fabric processor, Director * Century Business Services, Inc., a provider of outsourcing functions for small and medium size companies, Director * The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director NO. OF PORTFOLIOS FOR WHICH BOARD MEMBER SERVES: 191 -------------- Clifford L. Alexander, Jr. (70) Board Member (1981) PRINCIPAL OCCUPATION DURING PAST 5 YEARS: * President of Alexander & Associates, Inc., a management consulting firm (January 1981-present) * Chairman of the Board of Moody's Corporation (October 2000-October 2003) * Chairman of the Board and Chief Executive Officer of The Dun and Bradstreet Corporation (October 1999-September 2000) OTHER BOARD MEMBERSHIPS AND AFFILIATIONS: * Wyeth (formerly, American Home Products Corporation), a global leader in pharmaceuticals, consumer healthcare products and animal health products, Director * Mutual of America Life Insurance Company, Director NO. OF PORTFOLIOS FOR WHICH BOARD MEMBER SERVES: 70 -------------- Peggy C. Davis (60) Board Member (1990) PRINCIPAL OCCUPATION DURING PAST 5 YEARS: * Shad Professor of Law, New York University School of Law (1983-present) * She writes and teaches in the fields of evidence, constitutional theory, family law, social sciences and the law, legal process and professional methodology and training NO. OF PORTFOLIOS FOR WHICH BOARD MEMBER SERVES: 26 Ernest Kafka (71) Board Member (1981) PRINCIPAL OCCUPATION DURING PAST 5 YEARS: * Physician engaged in private practice specializing in the psychoanalysis of adults and adolescents (1962-present) * Instructor, The New York Psychoanalytic Institute (1981-present) * Associate Clinical Professor of Psychiatry at Cornell Medical School (1987-2002) NO. OF PORTFOLIOS FOR WHICH BOARD MEMBER SERVES: 26 -------------- Nathan Leventhal (60) Board Member (1989) PRINCIPAL OCCUPATION DURING PAST 5 YEARS: * Chairman of the Avery-Fisher Artist Program (November 1997-present) * President of Lincoln Center for the Performing Arts, Inc. (March 1984-December 2000) OTHER BOARD MEMBERSHIPS AND AFFILIATIONS: * Movado Group, Inc., Director NO. OF PORTFOLIOS FOR WHICH BOARD MEMBER SERVES: 26 -------------- ONCE ELECTED ALL BOARD MEMBERS SERVE FOR AN INDEFINITE TERM. ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS, INCLUDING THEIR ADDRESS IS AVAILABLE IN THE FUND'S STATEMENT OF ADDITIONAL INFORMATION WHICH CAN BE OBTAINED FROM DREYFUS FREE OF CHARGE BY CALLING THIS TOLL FREE NUMBER: 1-800-554-4611. SAUL B. KLAMAN, EMERITUS BOARD MEMBER The Fund OFFICERS OF THE FUND (Unaudited) STEPHEN E. CANTER, PRESIDENT SINCE MARCH 2000. Chairman of the Board, Chief Executive Officer and Chief Operating Officer of the Manager, and an officer of 95 investment companies (comprised of 186 portfolios) managed by the Manager. Mr. Canter also is a Board member and, where applicable, an Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 58 years old and has been an employee of the Manager since May 1995. STEPHEN R. BYERS, EXECUTIVE VICE PRESIDENT SINCE NOVEMBER 2002. Chief Investment Officer, Vice Chairman and a Director of the Manager, and an officer of 95 investment companies (comprised of 186 portfolios) managed by the Manager. Mr. Byers also is an officer, director or an Executive Committee Member of certain other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 50 years old and has been an employee of the Manager since January 2000. Prior to joining the Manager, he served as an Executive Vice President-Capital Markets, Chief Financial Officer and Treasurer at Gruntal & Co., L.L.C. MARK N. JACOBS, VICE PRESIDENT SINCE MARCH 2000. Executive Vice President, Secretary and General Counsel of the Manager, and an officer of 96 investment companies (comprised of 202 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since June 1977. STEVEN F. NEWMAN, SECRETARY SINCE MARCH 2000. Associate General Counsel and Assistant Secretary of the Manager, and an officer of 96 investment companies (comprised of 202 portfolios) managed by the Manager. He is 54 years old and has been an employee of the Manager since July 1980. JANETTE E. FARRAGHER, ASSISTANT SECRETARY SINCE MARCH 2000. Associate General Counsel of the Manager, and an officer of 15 investment companies (comprised of 26 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since February 1984. MICHAEL A. ROSENBERG, ASSISTANT SECRETARY SINCE MARCH 2000. Associate General Counsel of the Manager, and an officer of 93 investment companies (comprised of 195 portfolios) managed by the Manager. He is 43 years old and has been an employee of the Manager since October 1991. JAMES WINDELS, TREASURER SINCE NOVEMBER 2001. Director - Mutual Fund Accounting of the Manager, and an officer of 96 investment companies (comprised of 202 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since April 1985. ROBERT ROBOL, ASSISTANT TREASURER SINCE AUGUST 2003. Senior Accounting Manager - Money Market Funds of the Manager, and an officer of 37 investment companies (comprised of 79 portfolios) managed by the Manager. He is 39 years old and has been an employee of the Manager since October 1988. KENNETH J. SANDGREN, ASSISTANT TREASURER SINCE NOVEMBER 2001. Mutual Funds Tax Director of the Manager, and an officer of 96 investment companies (comprised of 202 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since June 1993. WILLIAM GERMENIS, ANTI-MONEY LAUNDERING COMPLIANCE OFFICER SINCE SEPTEMBER 2002 Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 91 investment companies (comprised of 197 portfolios) managed by the Manager. He is 33 years old and has been an employee of the Distributor since October 1998. Prior to joining the Distributor, he was a Vice President of Compliance Data Center, Inc The Fund For More Information General Money Market Fund, Inc. 200 Park Avenue New York, NY 10166 Manager The Dreyfus Corporation 200 Park Avenue New York, NY 10166 Custodian The Bank of New York 100 Church Street New York, New York 10286 Transfer Agent & Dividend Disbursing Agent Dreyfus Transfer, Inc. 200 Park Avenue New York, NY 10166 Distributor Dreyfus Service Corporation 200 Park Avenue New York, NY 10166 To obtain information: BY TELEPHONE Call 1-800-645-6561 BY MAIL Write to: The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard Uniondale, NY 11556-0144 BY E-MAIL Send your request to info@dreyfus.com ON THE INTERNET Information can be viewed online or downloaded from: http://www.dreyfus.com (c) 2004 Dreyfus Service Corporation 196AR1103 ITEM 2. CODE OF ETHICS. The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Registrant's Board has determined that Joseph S. DiMartino, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Mr. DiMartino is "independent" as defined by the SEC for purposes of audit committee financial expert determinations. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. (b) There were no changes to the Registrant's internal control over financial reporting that occurred during the Registrant's most recently ended fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 10. EXHIBITS. (a)(1) Code of ethics referred to in Item 2. (a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. GENERAL MONEY MARKET FUND, INC. By: /S/ STEPHEN E. CANTER ---------------------- Stephen E. Canter President Date: January 23, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /S/ STEPHEN E. CANTER ---------------------- Stephen E. Canter Chief Executive Officer Date: January 23, 2004 By: /S/ JAMES WINDELS ----------------------- James Windels Chief Financial Officer Date: January 23, 2004 EXHIBIT INDEX (a)(1) Code of ethics referred to in Item 2. (a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT) (b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)