RULE 24f-2 NOTICE
PENN SQUARE MUTUAL FUND
CLASS C SHARES
Securities Act of 1993
File No. 2-13943
Investment Company Act of 1940
File No. 811-00788
1) Fiscal year for which notice is filed: 1996
2) 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 Section 24(f) of the Investment Company Act
of 1940 but which remained unsold at the beginning of 1996: N/A
3) The number of amount of securities sold during 1996 other than
pursuant to Section 24(f): NONE
4) The net number and dollar amount of securities sold during the
fiscal year ended December 31, 1996: 121,533 and $1,530,804
5) The net number and dollar amount of securities sold during 1996 in
reliance upon registration pursuant to Section 24(f): 121,533 and
$1,530,804
6) The minimum registration fee for such securities sold during
1996: $464.00
7) The wiring date of the above filing fee to the Commission's lockbox
depository: February 25, 1997
PENN SQUARE MUTUAL FUND
/s/ Dennis J. Westley
Vice President and Treasurer
February 25, 1997
February 25, 1997
Board of Trustees
Penn Square Mutual Fund
P.O. Box 1419
Reading, PA 19603
Re: Registration Statement Amendment
File No. 2-13943
Ladies and Gentlemen:
We are furnishing this opinion in connection with the
Amendment to the above-referenced Registration Statement on
Form N-1A to be filed by Penn Square Mutual Fund (the "Fund") for
the purpose of registering shares of beneficial interest of the
Fund (the "Shares") under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940. Based on our examination
of the declaration of trust of the Fund, the Prospectus and
Statement of Additional Information of the Fund contained in the
Registration Statement, and of such other documents, instruments,
books and records as we deemed necessary under the circumstances,
we are of the opinion that:
1. The Fund has been duly organized as a business trust
under the laws of the Commonwealth of Pennsylvania and
is validly existing and in good standing under the laws
of that state as of the date hereof.
2. The Shares have been duly authorized and, when issued
pursuant to the terms described in the above-referenced
Registration Statement, will be legally issued by the
Fund and fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement on Form N-1A, as amended, relating to
the registration of the aforementioned securities under the
Securities Act of 1933, as amended, and to the reference to us in
such Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities
and Exchange Commission promulgated thereunder.
Very truly yours,
STEVENS & LEE
