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:
DMC Tax-Free Income Trust - Pennsylvania
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
Tax-Free Pennsylvania Fund A Class
Tax-Free Pennsylvania Fund B Class
Tax-Free Pennsylvania Fund C Class
3. Investment Company Act File Number: 811-2715
Securities Act File Number: 2-57791
4. Last day of fiscal year for which this notice is filed:
02/29/96
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: N/A
7. Number and amount 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: N/A
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during the
fiscal year: $70,853,664
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $70,853,664
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $37,986,700
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):
$ 70,853,664
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 37,986,700
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 105,564,168
--------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing
fees pursuant to rule 24e-2(if applicable):
+ N/A
--------------
(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): 3,276,196
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation:
x 1/29 of 1%
--------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 1,129.72
==============
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: 03/25/96
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: /S/ROSEMARY E. MILNER Date: 03/27/96
------------------------ --------
Rosemary E. Milner
Vice President
------------------------
STRADLEY, RONON, STEVENS & YOUNG
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215)564-8000
Direct Dial: (215) 564-8074
March 21, 1996
DMC Tax-Free Income Trust - Pennsylvania
One Commerce Square
Philadelphia, Pa. 19103
Re: Rule 24f-2 Notice
Gentlemen:
You have informed us that, in accordance with Rule 24f-2
under the Investment Company Act of 1940, as amended (the "1940
Act"), DMC Tax-Free Income Trust - Pennsylvania (the "Trust")
intends to file a Rule 24f-2 Notice with the U. S. Securities and
Exchange Commission. The Notice will recite that pursuant to the
Rule the Trust, for the fiscal year ended February 29, 1996, sold
shares of beneficial interest of its A Class, B Class, and C Class
with an aggregate public offering price of $70,853,664 (not
including $37,986,700 of shares issues in connection with dividend
reinvestment plans which are reported on the Notice for purposes of
the fee computation table). The Notice will make definite such
amounts of shares of beneficial interest registered by the Trust
under the Securities Act of 1933, as amended (the "1933 Act"), for
such period. You have also informed us that all of such shares and
fractions were issued in accordance with the provisions relating
thereto in the registration statement filed by the Trust under the
1933 Act.
We have acted as legal counsel to the Trust, which is
organized as a common law trust under the laws of the Commonwealth
of Pennsylvania, during the period of time referred to above and
have reviewed the Trust's Amended and Restated Declaration of Trust
dated February 28, 1977; its Procedural Guidelines; its
registration statements under the 1940 and 1933 Acts; and such
minutes of the proceedings of the Trustees and other documents as
we deem material to our opinion.
Based on the foregoing, we are of the opinion that all of
the shares of beneficial interest of the Trust described in the
Rule 24f-2 Notice as having been sold during the period covered by
the Notice, were legally issued, fully-paid and non-assessable
shares of beneficial interest of the Trust. Under Pennsylvania
law, shareholders of the Trust, under certain circumstances, may be
held personally liable as partners for the obligations of the
Trust. The Amended and Restated Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or
executed by the Trust or the Trustees of the Trust. This
disclaimer may not be effective in some jurisdictions or as to
certain types of claims. The Amended and Restated Declaration of
Trust for the Trust provides for indemnification out of the Trust
property of any shareholder held personally liable for the
obligations of the Trust. You have advised us that a discussion of
the existence of potential shareholder liability for obligations of
the Trust is set forth in the current Prospectus (or Statement of
Additional Information) of the Trust which forms a portion of its
registration statement under the 1933 Act.
We hereby consent to the filing of this opinion with the
U. S. Securities and Exchange Commission as an exhibit or
accompaniment to the aforementioned Rule 24f-2 Notice and as an
exhibit to the Trust's registration statement and to the reference
to us in the prospectus of the Trust as legal counsel who have
passed upon the legality of the offering of the shares of
beneficial interest. We also consent to the filing of this opinion
with the securities regulatory agencies of any states or other
jurisdictions in which the shares of beneficial interest of the
Trust are offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG
By: /S/STEVEN M. FELSENSTEIN
-------------------------
Steven M. Felsenstein
SMF/nk
1625.1/159752.1
