<PAGE>
Katherine P. Feld
Vice President &
Associate Counsel
August 28, 1995
U.S. Securities and Exchange Commission
OFICS Filer Support, Mail Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Centennial Government Trust
Reg. No. 2-75812, File No. 811-3391
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule
24f-2 of Investment Company Act of 1940 (the "1940 Act") on behalf of
Centennial Government Trust accompanied by an opinion of counsel for the
registration of additional shares of the above Fund. The filing fee of
$70,852, calculated at the rate of 1/29 of 1% of the value of the Fund's
shares sold in excess of the shares redeemed for the fiscal year ended
June 30, 1995, was wired to the SEC's account at Mellon Bank on August 24,
1995 (Fed Wire No. 0005) and referenced this filing.
The Fund has previously registered an indefinite number of
shares pursuant to Rule 24f-2. The purpose of the Notice was to make
definite the registration of 2,613,108,826 shares of the Fund in reliance
on Rule 24f-2.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc (w/enclosures):Allan B. Adams, Esq.
Mr. Robert Bishop
Ms. Gloria LaFond
SEC/170.24F
<PAGE>
Rule 24f-2 Notice for Centennial Government Trust
3410 South Galena Street, Denver, Colorado 80231
(Registration No. 2-75812, File No. 811-3391)
NOTICE IS HEREBY GIVEN that Centennial Government Trust having
previously filed in its registration statement a declaration that an
indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended June 30,
1995.
(ii) No shares which had been registered other than pursuant to
this Rule remained unsold at the beginning of the above fiscal
year.
(iii) 42,056,016 shares were registered other than pursuant to this
Rule during the above fiscal year.
(iv) The number of shares sold during the above fiscal year was
2,655,164,842 (1).
(v) 2,613,108,826 shares were sold during the above fiscal year
in reliance upon registration pursuant to this Rule.
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this notice to be signed on its
behalf this 25th day of August, 1995.
Centennial Government Trust
By /s/ Andrew J. Donohue
---------------------------------
Andrew J. Donohue, Vice President
-------------------
(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940. Based upon an actual
aggregate sales price for which such securities were sold during the
previous fiscal year of $2,655,164,842, reduced by an actual redemption
price of securities of the issuer redeemed during such previous fiscal
year of $2,407,636,979 and using 42,056,016 shares previously registered
valued at $42,056,016, a filing fee of $70,852 is payable. No shares
previously registered remain unsold.
SEC/170.24F
<PAGE>
MYER, SWANSON, ADAMS & WOLF, P.C.
Attorneys At Law
The Colorado State Bank Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
August 23, 1995
Centennial Government 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 Government 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, 1995,
2,613,108,826 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.
