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:
Centennial Tax Exempt Trust
3410 South Galena Street
Denver, CO 80231
2. Name of each series or class of funds for which this notice is
filed:
Centennial Tax Exempt Trust
3. Investment Company Act File Number: 811-3104
Securities Act File Number: 2-69653
4. Last day of fiscal year for which this notice is filed:
6/30/96
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 (see instruction a.6):
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: -0-
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:
4,357,729,565 $4,357,729,565
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
4,357,729,565 $4,357,729,565
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):
45,904,203 $45,904,203
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): $4,357,729,565
-------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$45,904,203
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$4,292,757,161
-------------
(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): $110,876,607
------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
------------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $38,233
------------
Instruction: Issuers should complete line (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
Instructions 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 Rule 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: 8/21/96, Fed Wire #1686
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.
Centennial Tax Exempt Trust
By: /s/ Robert J. Bishop
----------------------------
Robert J. Bishop, Assistant Treasurer
Date: August 22, 1996
cc: Allan Adams, Esq.
Katherine Feld
Gloria LaFond
sec\160.24f<PAGE>
<PAGE>
Myer, Swanson, Adams & Wolf, P.C.
ATTORNEYS AT LAW
Rendle Myer THE COLORADO STATE BANK BUILDING Of Counsel
Allan B. Adams 1600 BROADWAY - SUITE 1480 Robert Swanson
Robert K. Swanson DENVER, COLORADO 80202-4915 ------
Thomas J. Wolf* TELEPHONE (303) 866-9800 Fred E. Neef
*Board certified civil FACSIMILE (303) 866-9818 (1910-1986)
trial advocate by the
National Board of Trial
Advocacy
August 20, 1996
Centennial Tax Exempt Trust
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value shares
of beneficial interest of Centennial Tax Exempt Trust, a business
trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), as counsel for the Trust, we have examined such
records and documents and have made such further investigation and
examination as we deem necessary for the purposes of this opinion.
We are advised that during the fiscal year ended June 30, 1996,
4,357,729,565 shares of beneficial interest in the Trust were sold
in reliance on the registration of an indefinite number of shares
pursuant to Rule 24f-2 of the Investment Company Act of 1940.
It is our opinion that the said shares of beneficial interest sold
by the Trust in reliance on Rule 24f-2 of the Investment Company
Act of 1940 are legally issued and, subject to the matters
mentioned in the next paragraph, fully paid and nonassessable by
the Trust.
Under Massachusetts law, shareholders of the Trust may, under
certain circumstances, be held personally liable as partners for
the obligations of the Trust. The Declaration of Trust does,
however, contain 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. The
Declaration of Trust provides for indemnification out of the trust
property of any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides
that the Trust shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
of MYER, SWANSON, ADAMS & WOLF, P.C.
