<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Massachusetts Municipal Trust
(Name of Registrant)
File No. 2-75537
</PAGE>
<PAGE>
FILE NO. 2-75537
Fidelity Massachusetts Municipal Trust
: Fidelity Massachusetts Tax-Free High Yield Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended January 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
39,016,000 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
39,016,000 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
39,016,000
$
471,434,518
Redemptions See Note (2) :
(39,016,000)
$
(471,434,518)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended January 31, 1994
, aggregated
39,936,090
and $483,601,622
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Massachusetts Municipal Trust
:
Fidelity Massachusetts Tax-Free High Yield Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-75537
Fidelity Massachusetts Municipal Trust
: Fidelity Massachusetts Tax-Free Money Market Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended January 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
70,274,385 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
21,801,017 shares
(iv) Number of Securities Sold During Fiscal Year
1,344,601,052 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
1,328,771,708 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,328,771,708
$
1,328,771,708
Redemptions:
(1,328,771,708)
$
(1,328,771,708)
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Massachusetts Municipal Trust
:
Fidelity Massachusetts Tax-Free Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-75537
Fidelity Massachusetts Municipal Trust
: Spartan Massachusetts Municipal Money Market Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended January 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
427,705,579 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
427,705,579 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
427,705,579
$
427,705,579
Redemptions:
(420,743,406)
$
(420,743,406)
Net Sales Pursuant to Rule 24f-2:
6,962,173
$
6,962,173
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $2,400.77
Fidelity Massachusetts Municipal Trust
:
Spartan Massachusetts Municipal Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
March 18, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Massachusetts Municipal Trust
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Massachusetts Municipal Trust is a Massachusetts business
trust created under a written Declaration of Trust dated December
14, 1981 and filed with the Secretary of the Commonwealth of
Massachusetts on December 29, 1981 under the name Cash Assets
Fund. Supplements to the Declaration of Trust were filed with the
Secretary of the Commonwealth of Massachusetts on December
31, 1984 and February 12, 1987. An Amended and Restated
Declaration of Trust dated August 1, 1989 was filed with the
Secretary of the Commonwealth of Massachusetts on August 4,
1989. An Amended and Restated Declaration of Trust was signed
on March 17, 1994. Supplements to the Declaration of Trust
changing the Trust's name to Fidelity Massachusetts Tax-Exempt
Money Market Trust, Fidelity Massachusetts Tax-Free Fund, and
then to Fidelity Massachusetts Municipal Trust were filed with the
Secretary of the Commonwealth of Massachusetts on July 27,
1983, September 15, 1983 and February 28, 1991, respectively.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1 of the Declaration of Trust, the
beneficial interest in the Trust shall be divided into such transferable
Shares of one or more separate and distinct Series or classes as the
Trustees shall from time to time create and establish. The number
of Shares is unlimited and each Share shall be without par value and
shall be fully paid and nonassessable. The Trustees shall have full
power and authority, in their sole discretion and without obtaining
any prior authorization or vote of the Shareholders or of any series
or class of Shareholders of the Trust, to create and establish (and to
change in any manner) Shares or any Series or classes thereof with
such preferences, voting powers, rights, and privileges as the
Trustees may from time to time determine, to divide or combine the
Shares or any series or classes thereof into greater or lesser number,
to classify or reclassify any issued Shares into one or more series or
classes of Shares, to abolish any one or more Series or classes of
Shares, and to take such other action with respect to the Shares as
the Trustees may deem desirable.
Under Article III, Section 4 the Trustees shall accept investments in
the Trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of
cash or securities in which the appropriate series is authorized to
invest, valued as provided in Article X, Section 3. After the date
of the initial contribution of capital, the number of Shares to
represent the initial contribution may in the Trustees' discretion be
considered as outstanding and the amount received by the Trustees
on account of the contribution shall be treated as an asset of the
Trust. Subsequent investments in the Trust shall be credited to
each Shareholder's account in the form of full Shares at the Net
Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion, (a) impose a sales charge upon investments in the Trust
and (b) issue fractional Shares.
By vote adopted on December 14, 1981 and amended on February
22, 1985, the Board of Trustees authorized the issue and sale, from
time to time, of an unlimited number of shares of beneficial interest
of the Trust in accordance with the terms included in the
Registration Statement and subject to the limitations of the
Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite amount of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust intends to file with the
Securities and Exchange Commission a Notice making definite the
registration of 1,795,493,287 Shares of the Trust (the Shares) sold
in reliance upon Rule 24f-2 during the fiscal year ended January 31,
1994.
I am of the opinion that all necessary Trust action precedent to the
issue of shares of beneficial interest of the Trust including the
Shares, has been duly taken, and that all the Shares were legally and
validly issued, and are fully paid and nonassessable except as
described in the Statements of Additional Information under the
heading "Shareholder and Trustee Liability." In rendering this
opinion, I rely on the representation by the Trust that it or its agents
received consideration for the Shares in accordance with the Trust's
Declaration of Trust, and I express no opinion as to compliance
with the Securities Act of 1933, the Investment Company Act of
1940, or applicable state "Blue Sky" or securities laws in
connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
Commission.
Sincerely,
/s/Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
[LG940690.018] 3/13/94
