Rule 24f-2 Notice
INTERMEDIATE MUNICIPAL TRUST
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 2-98237
(i) fiscal period for which notice is filed May 31, 1994
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at June 1, 1993,
the beginning of the Registrant's fiscal
period -0-
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 -0- -0-
(iv) The number or amount of securities
sold during the fiscal period of this
notice 20,260,438
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 20,260,438
WITNESS the due execution hereof this 15th day of July, 1994.
By: /s/ G. Andrew Bonnewell
G. Andrew Bonnewell
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v)..................................... $217,955,899
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed........ $164,892,471
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed.................. -0- 164,892,471
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based........................................................... $ 53,063,428
FEE SUBMITTED (1/29 of 1% of Total amount)................. $ 18,298
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTONPITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR.__________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
July 15, 1994
Intermediate Municipal Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested our opinion for use in conjunction with a
Rule 24f-2 Notice for Intermediate Municipal Trust ("Trust") to
be filed in respect of shares of the Trust ("Shares") sold for
the fiscal year ended May 31, 1994, pursuant to the Trust's
registration statement filed with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933 (File No. 2-
98237) ("Registration Statement").
In its Registration Statement, the Trust elected to register
an indefinite number of Shares pursuant to the provisions of SEC
Rule 24f-2.
We have reviewed the amended Registration Statement of the
Trust and such other documents and records deemed relevant. On
the basis of the foregoing, it is our opinion that the Shares
sold for the fiscal year ended May 31, 1994, registration of
which the Rule 24f-2 Notice makes definite in number, were
legally issued, fully paid and non-assessable.
We consent to your filing this opinion as an Exhibit to the
Rule 24f-2 Notice referred to above, the Registration Statement
of the Trust and to any application or registration statement
filed under the Securities Laws of any of the States of the
United States.
Very truly yours,
Houston, Houston & Donnelly
By: /s/William McC. Houston
WMH:heh
