August 29, 1995
Securities and Exchange Commission
Public Filing Desk
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Midwest Group Tax Free Trust
File No. 2-72101
Gentlemen:
In accordance with the provisions of Rule 24f-2, Midwest Group
Tax Free Trust (the "Trust") hereby files its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the fiscal
year ended June 30, 1995.
(ii) No shares of the Trust registered under the Securities
Act of 1933 (other than pursuant to Rule 24f-2)
remained unsold at the beginning of the fiscal year.
(iii) No shares of the Trust were registered during the
fiscal year other than pursuant to Rule 24f-2.
(iv) 735,957,025 shares of the Trust (52,563,731 shares of
the Tax-Free Money Fund, 3,521,581 shares of the Tax-
Free Intermediate Term Fund, 12,014,787 shares of the
Ohio Insured Tax-Free Fund, 536,891,687 shares of the
Ohio Tax-Free Money Fund, 85,118,781 shares of the
California Tax-Free Money Fund, 45,487,981 shares of
the Royal Palm Florida Tax-Free Money Fund and 358,477
shares of the Government Housing Tax-Exempt Fund) were
sold during the fiscal year.
(v) 735,957,025 shares of the Trust (52,563,731 shares of
the Tax-Free Money Fund, 3,521,581 shares of the Tax-
Free Intermediate Term Fund, 12,014,787 shares of the
Ohio Insured Tax-Free Fund, 536,891,687 shares of the
Ohio Tax-Free Money Fund, 85,118,781 shares of the
California Tax-Free Money Fund, 45,487,981 shares of
the Royal Palm Florida Tax-Free Money Fund and 358,477
shares of the Government Housing Tax-Exempt Fund)
were sold during the fiscal year in reliance upon Rule
24f-2.1
Securities and Exchange Commission
August 29, 1995
Page Two
1. Calculation of the Filing Fee:
(A) Aggregate sale price for
shares specified in
Item (v): $ 902,040,854
(B) Aggregate redemption
price of securities
repurchased: $ 933,049,863
(C) Aggregate redemption
price of securities
applied pursuant to
Section 24(e)(1): None
(D) Difference between ---------------
(B) and (C) $ 933,049,863
--------------
Amount on which fee is to be
calculated (difference between
(A) and (D)) $ (31,009,009)
===============
Filing Fee: $ 0
Attached to this Rule 24f-2 Notice, and made a part hereof, is an
opinion of counsel indicating that the shares, the registration of
which the Notice makes definite in number, were legally issued, fully
paid and non-assessable.
Very truly yours,
MIDWEST GROUP TAX FREE TRUST
/s/ John F. Splain
John F. Splain
Secretary
GOODWIN, PROCTER & HOAR
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
August 24, 1995
Midwest Group Tax Free Trust
312 Walnut Street
Cincinnati, Ohio 45202
Gentlemen:
Re: Rule 24f-2 Notice
-----------------------
As special Massachusetts counsel to Midwest Group Tax Free
Trust (the "Trust"), we have been requested to render an opinion
in connection with the filing by the Trust of a Rule 24f-2 Notice
with respect to the fiscal year ended June 30, 1995.
Reference is made to paragraph (v) of such Notice, as
supplemented by Note 1 (Calculation of Filing Fee), wherein the
Trust reports that 735,957,025 shares of the Trust ( 52,563,731
shares of its Tax-Free Money Fund, 3,521,581 shares of its Tax-
Free Intermediate Term Fund, 12,014,787 shares of its Ohio Insured
Tax-Free Fund, 536,891,687 shares of its Ohio Tax-Free Money Fund,
85,118,781 shares of its California Tax-Free Money Fund,
45,487,981 shares of its Royal Palm Florida Tax-Free Money Fund
and 358,477 shares of its Government Housing Tax-Exempt Fund) were
sold during the fiscal year ended June 30, 1995 in reliance upon
registration under the Securities Act of 1933 pursuant to Rule
24f-2 under the Investment Company Act of 1940.
We have examined the Agreement and Declaration of Trust
dated April 13, 1981 of the Trust, the Amendments thereto on file
with the Secretary of State of Massachusetts, a certificate of the
Secretary of the Trust concerning certain actions by the Trustees
of the Trust, the current Prospectuses relating to the various
series of the Trust described in the preceding paragraph and the
form of Rule 24f-2 Notice.
Based upon the foregoing and assuming that all of such
shares were sold in accordance with the terms of the applicable
Prospectus in effect at the time of sale, in our opinion the
above-mentioned shares of the Trust's Tax-Free Money Fund, Tax-
Free Intermediate Term Fund, Ohio Insured Tax-Free Fund, Ohio Tax-
Free Money Fund, California Tax-Free Money Fund, Royal Palm
Florida Tax-Free Money Fund and Government Housing Tax-Exempt Fund
were legally issued and are fully paid and nonassessable by the
Trust.
<PAGE>
Midwest Group Tax Free Trust
August 24, 1995
Page 2
We hereby consent to this opinion being filed as an exhibit
to the aforesaid Rule 24f-2 Notice.
Very truly yours,
/s/ Goodwin, Procter & Hoar
GOODWIN, PROCTER & HOAR
