February 24, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Rule 24f-2 Notice for
Hutton Telephone Trust
First Tax-Free Exchange Series
CIK 721705
Registration No. 2-84489
---------------------------
(i) The fiscal year for which this notice is filed: Fiscal
year ended December 31, 1993.
(ii) The number or amount of securities of the same class or
series which have been registered under the Securities act of
1933 other than pursuant to Rule 24f-2 but which were unsold at
the beginning of the fiscal year: None.
(iii) The number or amount of securities registered during
the fiscal year other than pursuant to Rule 24f-2: None.
(iv) The number or amount of securities sold during the
fiscal year: $0.00.
(v) The number or amount of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
$0.00.
By Smith Barney Shearson Inc.
By /s/ Frank Porcelli
Vice President
----------------------
* Actual aggregate sale price for which securities were sold =
$0.00.
- Actual aggregate redemption or repurchase price of securities
of the issuer redeemed or repurchased by the issuer = $0.00.
Sales in excess of redemption and repurchase = $0.00.
Multiplied by 0.00034483 = $0.00.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
February 24, 1994
Smith Barney Shearson Inc.
Two World Trade Center, 101st Fl.
New York, New York 10048
Dear Sirs:
We have acted as special counsel for you, as original
or successor of Hutton Telephone Trust, First Tax-Free Exchange
Series (the "Fund"); we did not act as your special counsel in
connection with the issuance of units of fractional undivided
interest in the fund (the "Units") in accordance with the related
Trust Indenture (the "Indenture") with the trustee (the
"Trustee"). However, we have no reason to believe that the
Units, when originally issued, were not legally issued, fully-
paid and non-assessable. The accompanying Rule 24f-2 Notice (the
"Notice") for the Fund makes definite in number the registration
of Units sold in reliance upon the Rule during the fiscal period
covered by the Notice. The Units covered by the Notice are
hereinafter referred to as the "Registered Units".
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents and instruments as we have deemed necessary or
advisable for the purpose of this instrument.
Based upon the foregoing, we are of the opinion that the
Registered Units, assuming due execution and delivery of any
certificates evidencing the Registered Units, and assuming that
the Units when originally issued were legally issued, fully-paid
and non-assessable, have been legally issued and are fully-paid
and non-assessable.
Very truly yours,
Davis Polk & Wardwell
