U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FINAL 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:
Penn Square Mutual Fund
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
2. Name of each series or class of funds for which this notice is filed:
Class A
3. Investment Company Act File
Number: 811-00788
Securities Act File
Number: 2-13943
4. Last day of fiscal year for which this notice is filed:
May 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: May 31, 1997
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:
123,410:$1,604,330
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
1,738,176:$23,482,758
9. Number and aggregate sale price of securities sold during the fiscal
year (includes DRIP shares):
2,309,425:$27,523,592
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
447,839:$2,436,504
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
<TABLE>
<CAPTION>
12. Calculation of registration fees:
<S> <C> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 2,436,504
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(ii) Aggregate price of shares issued in connection with
dividend reimbursement plans
(from Item 11, if applicable) +
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable) - 2,436,504
-----------------------
(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): $
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): X
1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 0
-----------------------
</TABLE>
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY
IF THE FORM IN 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. Elliott Cohan
Deputy General Counsel
Date: July 31, 1997
* Please print the name and title of the signing officer below the signature.
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
<PAGE>
July 31, 1997
Penn Square Mutual Funds - Class A Shares
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a
Rule 24f-2 Notice for Penn Square Mutual Funds Class A Shares
("Trust") to be filed in respect of shares of the Trust ("Shares")
sold for the period ended May 31, 1997, pursuant to the Trust's
registration statement filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933 (File No.
2-13943) ("Registration Statement").
In its Registration Statement, the Trust elected to register
an indefinite number of shares pursuant to the provisions of
Investment Company Act Rule 24f-2.
As counsel, I have participated in the preparation and filing
of the Trust's amended Registration Statement under the Securities Act
of 1933. Further, I have examined and am familiar with the provisions
of the Declaration of Trust dated November 15, 1957, ("Declaration of
Trust"), the Bylaws of the Trust and such other documents and records
deemed relevant. I have also reviewed questions of law and consulted
with counsel thereon as deemed necessary or appropriate by me for the
purposes of this opinion.
On the basis of the foregoing, it is my opinion the Shares
sold for the period ended May 31, 1997, registration of which the Rule
24f-2 Notice makes definite in number, were legally issued, fully paid
and non-assessable by the Trust.
I hereby consent to the filing of 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.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the Commonwealth of Pennsylvania, and I
am expressing no opinion as to the effect of the laws of any other
jurisdiction.
Very truly yours,
/s/ S. Elliott Cohan
S. Elliott Cohan
Deputy General Counsel
