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 Classs
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:
02/28/97
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: $79,313,307
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $79,313,307
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $40,442,300
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):
$ 79,313,307
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 40,442,300
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 129,164,718
--------------
(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): N/A
--------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: x 1/33 of 1%
--------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ - -
==============
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: /S/ROSEMARY E. MILNER Date: 04/21/97
---------------------- --------
Rosemary E. Milner
Vice President
----------------------
STRADLEY RONON STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
Direct Dial: (215) 564-8074
April 21, 1997
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 28, 1997, sold shares of beneficial interest of its A
Class, B Class, and C Class with an aggregate public offering
price of $79,313,307 (not including $40,442,300 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
DMC Tax-Free Income Trust - Pennsylvania
April 17, 1997
Page 2
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, LLP
By: /S/STEVEN M. FELSENSTEIN
---------------------------
Steven M. Felsenstein
SMF/nk
206012.1
