PHOENIX CALIFORNIA TAX EXEMPT BONDS INC
24F-2NT, 1996-06-26
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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:
        Phoenix California Tax Exempt Bonds, Inc.
        101 Munson Street
        Greenfield, Massachusetts 01301

- -------------------------------------------------------------------------------
2.      Name of each series or class of funds for which this notice is filed:
        Phoenix California Tax Exempt Bonds, Inc. Class A Shares
        Phoenix California Tax Exempt Bonds, Inc. Class B Shares

- -------------------------------------------------------------------------------
3.      Investment Company Act File Number:     811-3714

        Securities Act File Number:             2-83024

- -------------------------------------------------------------------------------
4.      Last day of fiscal year for which this notice is filed:  April 30, 1996

- -------------------------------------------------------------------------------
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 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:

        None
- -------------------------------------------------------------------------------
8.      Number and amount of securities registered during the fiscal year other
        than pursuant to rule 24f-2:

        None
- -------------------------------------------------------------------------------
9.      Number and aggregate sale price of securities sold during the fiscal
        year:

        2,497,918 shares             $32,359,996

- -------------------------------------------------------------------------------


<PAGE>


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

        2,277,360 shares             $29,494,394

- -------------------------------------------------------------------------------
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):

        220,558 shares             $2,865,602

- -------------------------------------------------------------------------------
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):      $29,494,394

        (ii)   Aggregate price of shares issued in connection with dividend
               reinvestment plans (from Item 11, if applicable):   + 2,865,602

        (iii)  Aggregate price of shares redeemed or repurchased
               during the fiscal year (if applicable):             -36,410,462

        (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):     (4,050,466)

        (vi)   Multiplier prescribed by Section 6(b) of the Securities Act
               of 1933 or other applicable law or regulation (see
               Instruction C.6):                                   x___________

        (vii)  Fee due [line (i) or line (v) multiplied 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).

                                                                       [  ]

        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/Thomas N. Steenburg
                                      ----------------------
                                      Thomas N. Steenburg, Assistant Secretary
                                      Phoenix California Tax Exempt Bonds, Inc.

        Date  6/26/96
        *Please print the name and title of the signing officer below the 
        signature.
- -------------------------------------------------------------------------------

funds\2223

<PAGE>


                                                   June 26, 1996



Board of Directors
Phoenix California Tax Exempt Bonds, Inc.
101 Munson Street
Greenfield, MA 01301

RE:     Registration Statement No. 2-83024

Gentlemen:

        I have served as counsel to the Phoenix California Tax Exempt Bonds,
Inc. in connection with the registration on Form N-1A of an indefinite number of
its shares of beneficial interest under the Securities Act of 1933 and the
subsequent notification with respect to 2,277,360 such shares sold in reliance
upon Rule 24f-2 under the Investment Company Act of 1940 during the fiscal year
ended April 30, 1996 (the "Shares").

        Based on my review of the relevant materials, it is my opinion that the
Shares are legally issued, fully paid and non-assessable. I consent to the use
of this opinion in connection with the Form 24F-2 to be filed with the
Securities and Exchange Commission.

                                    Very truly yours,


                                    /s/Thomas N. Steenburg
                                    Thomas N. Steenburg



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