TAX FREE INSTRUMENTS TRUST
24F-2NT, 1997-05-15
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                U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549

                              FORM 24F-2
                   Annual Notice of Securities Sold
                        Pursuant to Rule 24f-2

                                Read instructions at end of Form
before preparing Form.
                         Please print or type.

1.       Name and address of issuer:
                                        Tax-Free Instruments Trust
                                            Federated Investors
                                         Federated Investors Tower
                                    Pittsburgh, Pennsylvania 15222-3779
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
2.       Name of each series or class of funds for which this notice is filed:
         Tax-Free Instruments Trust
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
3.       Investment Company Act File Number:                        811-3337
         Securities Act File Number:                                 2-75122
- -----------------------------------------------------------------------------

4.       Last day of fiscal year for which this notice is filed: March 31, 1997
- ----------------------------------------------------------------------------
- --------------------------------------------------------------------------
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:

- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
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:$0

8.       Number and amount of securities registered during the fiscal year
         other than pursuant to rule        24f-2:

                                            289,661,087:$289,661,087

9.       Number and aggregate sale price of securities sold during the fiscal
         year (includes DRIP shares):

                                         5,029,210,490:$5,029,210,490

10.      Number and aggregate sale price of securities sold during the fiscal
         year in reliance upon  registration pursuant to rule 24f-2:
                                               4,739,549,403:$4,739,549,403

11.      Number and aggregate sale price of securities issued during the fiscal
         year in connection with dividend reinvestment plans, if applicable:


12.      Calculation of registration fees:

(i)      Aggregate sale price of securities sold during the fiscal
         year in reliance on rule 24f-2 (from Item 10):       $   4,739,549,403
                                                              
(ii)     Aggregate price of shares issued in connection with
         dividend reimbursement plans
         (from Item 11, if applicable)                                  +
(iii)    Aggregate price of shares redeemed or repurchased
         during the fiscal year (if applicable)               -   4,739,549,403
                                                           
(iv)     Aggregate price of shares redeemed or repurchased
         and previously applied as a reduction to filing fees
         pursuant to rule 24e-2 (if applicable)                         +
(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):   $
(vi)     Multiplier prescribed by Section 6(b) of the Securities
         Act of 1933 or other applicable law or regulation
         (see Instruction C.6):                                         x
         1/3300
(vii)    Fee due [line (i) or line (v) multiplied by line (vi)]:        $


Instruction:      Issuers should complete lines (ii), (iii), (iv), and (v) only
                  if the form in being filed within 60 days after the close of
                  the issuer's fiscal year.  See Instruction 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 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:



                                                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 (Signature and Title)*           /s/ S. Elliott Cohan
                                    S. Elliott Cohan
                                    Assistant Secretary

Date:                               May 15, 1997

 * Please print the name and title of the signing officer below the signature.









      FEDERATED ADMINISTRATIVE
                         SERVICES

                                                 FEDERATED INVESTORS TOWER
                                                 PITTSBURGH, PA 15222-3779
                                                 412-288-1900


<PAGE>



                                                              May 15, 1997


Tax-Free Instruments Trust
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

         You have requested my opinion for use in conjunction with a
Rule 24f-2 Notice for Tax-Free Instruments Trust ("Trust") to be filed
in respect of shares of the Trust ("Shares") sold for the fiscal year
ended March 31, 1997, pursuant to the Trust's registration statement
filed with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933 (File No. 2-75122) ("Registration
Statement").

         In its Registration Statement, the Trust elected to register
an indefinite number of shares pursuant to the provisions of
Investment Company Act Rule 24f-2.

         As counsel, I have participated in the preparation and filing
of the Trust's amended Registration Statement under the Securities Act
of 1933. Further, I have examined and am familiar with the provisions
of the Declaration of Trust dated November 17, 1981, ("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 by me for the
purposes of this opinion.

         On the basis of the foregoing, it is my opinion the Shares
sold for the fiscal year ended March 31, 1997, registration of which
the Rule 24f-2 Notice makes definite in number, were legally issued,
fully paid and non-assessable by the Trust.

         I hereby consent to the filing of this opinion as an exhibit
to the Rule 24f-2 Notice referred to above, the Registration Statement
of the Trust and to any application or registration statement filed
under the securities laws of any of the States of the United States.

         The foregoing opinion is limited to the Federal laws of the
United States and the laws of the Commonwealth of Massachusetts, and I
am expressing no opinion as to the effect of the laws of any other
jurisdiction.


              Very truly yours,

              /s/ S. Elliott Cohan
              S. Elliott Cohan
              Fund Attorney






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