Rule 24f-2 Notice
FEDERATED TAX-FREE TRUST
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 2-63343
(i) fiscal period for which notice is filed November 30,1994
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at December 1, 1993
the beginning of the Registrant's fiscal
period -0-
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 2,796,433,329 2,796,433,329
(iv) The number or amount of securities
sold during the fiscal period of this
notice 4,662,199,876
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 1,865,766,547
WITNESS the due execution hereof this 17th day of January, 1995.
By: /s/Stephen A. Keen
Stephen A. Keen
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v)................................... $1,865,766,547
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed........ $4,796,398,508
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed.................. -0- 4,796,398,508
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based.........................................................$(2,930,631,961)
FEE SUBMITTED (1/29 of 1% of Total amount)............... $ -0-
CONVERSION OF NET REDEMPTIONS ON
RULE 24f-2 NOTICE TO FILING
UNDER RULE 24e-2
When a negative amount appears on the line captioned "Total amount upon which
the fee calculated specified in Section 6(b) of the Securities Act of 1933 is
based", the following calculation should be made to determine the share
information needed to file under Rule 24e-2:
Total redemptions (per annual report) 4,796,398,508
Less: Line (v) - Rule 24f-2 Notice 1,865,766,547
Shares available to register under
Rule 24e-2 2,930,631,961 (a)
Fund's Current Net Asset Value $ 1.00 (b)
Multiply: Shares available to register
under Rule 24e-2 by the fund's current
net asset value (a x b) to obtain Proposed
Maximum Aggregate Offering Price $2,930,631,961
Federated Tax-Free Trust
January 17, 1995
Page 1
January 17,
1995
Federated Tax-Free Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested an opinion in connection with the registration by
Federated Tax-Free Trust, a Massachusetts business trust (the "Trust"), of an
additional 2,930,631,961 shares of beneficial interest in the Trust ("Shares")
pursuant to the Trust's Post-effective Amendment No. 34 to its Registration
Statement on Form N-1A (File No. 2-63343) (the "Amendment No. 34") filed with
the Securities and Exchange Commission under the Securities Act of 1933.
Amendment No. 34 will be filed pursuant to Paragraph (b) of Rule 485 and
become effective pursuant to said Rule on January 17, 1995.
I have participated in the preparation and filing of the Amendment No.
34, and have examined and am familiar with the provisions of the written
Declaration of Trust dated November 20, 1978, ("Declaration of Trust"), the
Bylaws of the Trust and such other documents and records deemed relevant. I
have also reviewed questions of law and consulted with counsel thereon as
deemed necessary or appropriate for the purposes of this opinion. The law
covered by the opinions expressed herein is limited to the federal law of the
United States and the law relating to business trusts in the Commonwealth of
Massachusetts.
On the basis of the foregoing, it is my opinion that:
1. The Trust is duly organized and validly existing pursuant to the
Declaration of Trust.
2. The Shares which are currently being registered by Amendment No.
34 may be legally and validly issued from time to time in accordance with the
Declaration of Trust upon receipt of consideration sufficient to comply with
the relevant provisions of the Declaration of Trust and subject to compliance
with the Securities Act of 1933, as amended, the Investment Company Act of
1940, as amended, and applicable state laws regulating the sale of securities.
Such Shares, when so issued, will be fully paid and non-assessable by the
Trust.
3. Amendment No. 34 does not contain disclosures which would render
it ineligible to become effective pursuant to Paragraph (b) of Rule 485.
I hereby consent to the filing of this opinion as part of the Trust's
registration statement filed with the Securities and Exchange Commission under
the Securities Act of 1933 and as a part of any application or registration
statement filed under the securities laws of the States of the United States.
Very truly yours,
/s/ Stephen A. Keen
Stephen A. Keen
Corporate Counsel
Federated Administrative Services
SAK:smh
