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 Illinois 60606

2.  Name of each series or class of funds for which this notice is 
filed: N/A

3.  Investment Company Act File Number: 811-5076 
    Securities Act File Number: 33-12938

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:  [ ]

6.  Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6): N/A

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: 
132,834,585

8.  Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0

9.  Number and aggregate sale price of securities sold during the
fiscal year:
Number: 373,603,834 
Aggregate Sale Price: $373,603,834 

10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 360,011,952
Aggregate Sale Price: $360,011,952

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):
Number: 0
Aggregate Sale Price: $0


U.S. Securities and Exchange Commission, Rule 24f-2 Notice p.2

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):  
$360,011,952
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):                 
+$0                   
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): 
-$360,011,952
(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):
$0.00        
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x1/33rd of 1%               
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00

Instruction: Issuers 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).  [ ]

     Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A


                           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/Philip J. Collora, Vice President and
                            Secretary
                            -------------------------------------
                            Philip J. Collora, Vice President and 
                            Secretary               
Date: November 26, 1996

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