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:  
    Tax-Exempt California Money Market Fund
    222 S. Riverside Plaza, Chicago, IL 60606

2.  Name of each series or class of securities for which this Form
is filed (If the Form is being filed for all series and classes of
securities of the issuer, check the box but do not list series or
classes):     [X]

3.  Investment Company Act File Number:  811-5076

    Securities Act File Number:  33-12938

4(a).     Last day of fiscal year for which this Form is filed:
           09/30/97

4(b). [ ] Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuer's fiscal year).

4(c). [ ] Check box if this is the last time the issuer will be
filing this Form. 


5.     Calculation of registration fee:

(i)  Aggregate sale price of securities sold during the fiscal year
pursuant to section 24(f):  
$283,708,384

(ii) Aggregate price of securities redeemed or repurchased during
the fiscal year:
$285,160,402

(iii) Aggregate price of securities redeemed or repurchased during
any prior fiscal year ending no earlier than October 11, 1995 that
were not previously used to reduce registration fees payable to the
Commission: 
$ -0-

(iv) Total available redemption credits [add items 5(ii) and
5(iii)]:                     
-$285,160,402

(v)  Net sales - if item 5(i) is greater than item 5(iv) [subtract
item 5(iv) from item 5(i)]:
$ -0-


(vi) Redemption credits available for use in future years - if Item
5(i) is less than Item 5(iv) [subtract Item 5(iv) from Item 5(i)]:
$1,452,018 

(vii) Multiplier for determining registration fee (See Instruction
C.9):
x1/3300

(viii)  Registration fee due [multiply Item 5(v) by Item 5(vii)]
(enter -0- if no fee is due):
=$ -0-


6.  Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount
of securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before [effective date of
recission of rule 24e-2], then report the amount of securities
(number of shares or other units) deducted here: -0- . If there is
a number of shares or other units that were registered pursuant to
rule 24e-2 remaining unsold at the end of the fiscal year for which
this form is filed that are available for use by the issuer in
future fiscal years, then state that number here: 119,242,703.    
    

7.  Interest due - if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D):
+$ -0-

8.  Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]:
=$ -0-

9.  Date the registration fee and any interest payment was sent to
the Commission's lockbox depository:  N/A

     Method of Delivery:

                  [ ]  Wire Transfer
                  [ ]  Mail or other means

SIGNATURES

The 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/Philip J. Collora     
                            Vice President and Secretary 

Date: 12/02/97                   

*  Please print the name and title of the signing officer below the 
  signature.