<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Massachusetts Municipal Trust
(Name of Registrant)
File No. 2-75537
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: Fidelity Massachusetts Municipal Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity Massachusetts Municipal Income Fund
3.
Investment Company Act File Number: 811-3361
Securities Act File Number: 2-75537
4.
Last day of fiscal year for which this notice is filed: January 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 (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites 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:
Number of Shares: 21,252,942
Aggregate Price: 235,997,114
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 23,125,178
Aggregate Price: 262,553,672
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 23,125,178
Aggregate Price: 262,553,672
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):
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): 262,553,672
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (262,553,672)
(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): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/3300
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
Instruction: Issuers should complete lines (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 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).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
March 19, 1997
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)* John H. Costello
Assistant Treasurer
Date March 27, 1997
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: Fidelity Massachusetts Municipal Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity Massachusetts Municipal Money Market Fund
3.
Investment Company Act File Number: 811-3361
Securities Act File Number: 2-75537
4.
Last day of fiscal year for which this notice is filed: January 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 (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites 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:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 2,723,956,417
Aggregate Price: 2,723,956,417
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10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 2,723,956,417
Aggregate Price: 2,723,956,417
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):
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): 2,723,956,417
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (2,603,710,474)
(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): 120,245,943
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/3300
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 36,438.16
Instruction: Issuers should complete lines (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 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).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
March 19, 1997
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)* John H. Costello
Assistant Treasurer
Date March 27, 1997
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: Fidelity Massachusetts Municipal Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Spartan Massachusetts Municipal Money Market Fund
3.
Investment Company Act File Number: 811-3361
Securities Act File Number: 2-75537
4.
Last day of fiscal year for which this notice is filed: January 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 (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites 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:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 848,600,044
Aggregate Price: 848,600,044
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 848,600,044
Aggregate Price: 848,600,044
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):
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): 848,600,044
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (691,592,516)
(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): 157,007,528
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/3300
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 47,578.04
Instruction: Issuers should complete lines (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 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).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
March 19, 1997
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)* John H. Costello
Assistant Treasurer
Date March 27, 1997
* Please print the name and title of the signing officer below the
signature.
</PAGE>
March 19, 1997
Mr. John Costello, Assistant Treasurer
Fidelity Massachusetts Municipal Trust (the trust):
Fidelity Massachusetts Municipal Income Fund
Fidelity Massachusetts Municipal Money Market Fund
Spartan Massachusetts Municipal Money Market Fund (the funds)
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 executed on
December 14, 1981 and filed with the Secretary of the
Commonwealth of Massachusetts on December 29, 1981, under the
name of 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. 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. An amended and restated Declaration of Trust, dated
March 17, 1994, was filed with the Secretary of the Commonwealth
of Massachusetts on April 14, 1994.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Declaration of Trust.
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 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 a 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 the
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 a 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 current 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 3,595,681,639 shares of the trust (the "Shares") sold in reliance
upon Rule 24f-2 during the fiscal year ended January 31, 1997.
I am of the opinion that all necessary trust action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and non-assessable,
except as described in the funds' 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 agent received consideration for the Shares in
accordance with the 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
Vice President- Legal
