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
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1. Name and address of issuer:
Stein Roe Municipal Trust
One South Wacker Drive
Chicago, IL 60606
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2. Name of each series or class of funds for which this notice is
filed:
Stein Roe Intermediate Municipals Fund
Stein Roe High-Yield Municipals Fund
Stein Roe Municipal Money Market Fund
Stein Roe Managed Municipals Fund
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3. Investment Company Act File Number: 811-4367
Securities Act File Number: 2-99356
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4. Last day of fiscal year for which this notice is filed:
June 30, 1996
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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: [ ]
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6): Not applicable.
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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
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: None
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9. Number and aggregate sale price of securities sold during the
fiscal year:
Shares Dollars
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Stein Roe Intermediate Municipals Fund 3,307,579.081 37,531,511.17
Stein Roe High-Yield Municipals Fund 4,255,76l.752 48,887,699.61
Stein Roe Municipal Money Market Fund 178,386,542.240 178,386,542.27
Stein Roe Managed Municipals Fund 4,797,954.138 43,017,519.22
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Shares Dollars
--------------- --------------
Stein Roe Intermediate Municipals Fund 3,307,579.081 37,531,511.17
Stein Roe High-Yield Municipals Fund 4,255,76l.752 48,887,699.61
Stein Roe Municipal Money Market Fund 178,386,542.240 178,386,542.27
Stein Roe Managed Municipals Fund 4,797,954.138 43,017,519.22
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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):
Shares Dollars
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Stein Roe Intermediate Municipals Fund 562,692.174 6,377,413.56
Stein Roe High-Yield Municipals Fund 814,230.645 9,372,439.85
Stein Roe Municipal Money Market Fund 3,663,519.030 3,663,519.03
Stein Roe Managed Municipals Fund 2,106,213.030 18,840,797.64
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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): $307,823,272.27
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +38,254,170.08
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -346,077,442.35
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24f-2 (if applicable): + -0-
(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): -0-
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: -0-
______________
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Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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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 CRF 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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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*) GARY A. ANETSBERGER
Gary A. Anetsberger, Senior Vice-President
Date: August 14, 1996
*Please print the name and title of the signing officer below the signature.
<PAGE>
BELL, BOYD & LLOYD
THREE FIRST NATIONAL PLAZA
70 WEST MADISON STREET, SUITE 3300
CHICAGO, ILLINOIS 60602-4207
312 372-1121
FAX 312 372-2098
August 14, 1996
Stein Roe Municipal Trust
One South Wacker Drive
Chicago, Illinois 60606-4685
Ladies and Gentlemen:
RULE 24F-2 NOTICE
We have represented Stein Roe Municipal Trust, a
Massachusetts business trust (Trust), in connection with the
filing with the Securities and Exchange Commission of the
Trust's Rule 24f-2 Notice for the fiscal year ended June 30,
1996 pursuant to rule 24f-2 under the Investment Company Act
of 1940 (rule 24f-2). In this connection, we have examined
originals, or copies certified or otherwise identified to our
satisfaction, of such documents, corporate or other records,
certificates and other papers as we deem it necessary to
examine for the purpose of this opinion, including the
agreement and declaration of trust and bylaws of the Trust
and resolutions of its board of trustees authorizing the
issuance of shares.
Based upon the foregoing examination, we are of the
opinion that the following shares of beneficial interest,
without par value, of the Trust sold during the 1996 fiscal
year in reliance upon registration pursuant to rule 24f-2
were legally issued, fully paid and nonassessable (although
shareholders of the Trust may be subject to liability under
certain circumstances as described in the prospectuses of the
Trust included in its registration statement on form N-1A):
Shares Sold
Pursuant to
Series of the Trust Rule 24f-2
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Stein Roe High-Yield Municipals Fund 5,069,992.397
Stein Roe Intermediate Municipals Fund 3,870,271.255
Stein Roe Managed Municipals Fund 6,904,167.168
Stein Roe Municipal Money Market Fund 182,050,061.270
We consent to the filing of this opinion with the
Trust's Rule 24f-2 Notice. In giving this consent, we do not
admit that we are in the category of persons whose consent is
required under section 7 of the Securities Act of 1933.
Very truly yours,
BELL, BOYD & LLOYD
