October 25, 1995
Landmark Multi-State Tax Free Funds
6 St. James Avenue
Boston, MA 02116
Re: Rule 24f-2 Notice
Dear Sir or Madam:
We have acted as counsel to Landmark Multi-State Tax
Free Funds, a Massachusetts business trust (the "Trust"), in
connection with the Trust's registration, pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended,
of an indefinite number of Shares of Beneficial Interest
(without par value) of its series known as Landmark New York
Tax Free Reserves (the "Shares") under the Securities Act of
1933, as amended (the "1933 Act"). We understand that,
pursuant to such Rule 24f-2, the Trust proposes to file a
notice (the "Notice") with the Securities and Exchange
Commission (the "Commission") on October 25, 1995, with
respect to the fiscal year of Landmark New York Tax Free
Reserves ended August 31, 1995, in order to make definite in
number the registration of 818,235,745.39 Shares. This
opinion is being furnished with a view to your filing the
same with the Commission in conjunction with the filing of
the Notice.
In connection with this opinion, we have examined the
following described documents:
(a) a certificate of the Secretary of State of the
Commonwealth of Massachusetts as to the existence of the
Trust;
(b) copies, certified by the Secretary of State of the
Commonwealth of Massachusetts, of the Trust's Amended and
Restated Declaration of Trust and of all amendments thereto
on file in the office of the Secretary of State of the
Commonwealth of Massachusetts;
(c) a certificate executed by Barbara M. O'Dette, the
Assistant Treasurer of the Trust, as to the issuance of the
Shares in accordance with the Trust's Amended and Restated
Declaration of Trust and By-Laws and as to the receipt by
the Trust of the net asset value of the Shares covered by
the Notice; and
(d) a certificate executed by Molly S. Mugler, the
Assistant Secretary of the Trust, certifying as to, and
attaching copies of, the Trust's Amended and Restated
Declaration of Trust and all amendments thereto, the Trust's
By-Laws and all amendments thereto and certain votes of the
Trustees of the Trust authorizing the issuance of the Shares
covered by the Notice.
In such examination, we have assumed the genuineness of
all signatures, the conformity to the originals of all of
the documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in
original or copy form and the legal competence of each
individual executing any document.
This opinion is based entirely on our review of the
documents listed above. We have made no other review or
investigation of any kind whatsoever, and we have assumed,
without independent inquiry, the accuracy of the information
set forth in such documents.
This opinion is limited solely to the internal
substantive laws of the Commonwealth of Massachusetts as
applied by courts in such Commonwealth (other than
Massachusetts securities laws, with respect to which we
express no opinion).
We understand that all of the foregoing assumptions and
limitations are acceptable to you.
Based upon and subject to the foregoing, please be
advised that it is our opinion that the 818,235,745.39
Shares covered by the Notice were legally issued and (to the
extent still outstanding) are fully paid and nonassessable,
except that shareholders of the Trust may under certain
circumstances be held personally liable for its obligations.
Very truly yours,
BINGHAM, DANA & GOULD
LANDMARKSM FUNDS
October 25, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Rule 24f-2 Notice
LANDMARK MULTI-STATE TAX FREE FUNDS (the "Trust")
(File No. 2-99977)
Gentlemen:
The following information is filed pursuant to Rule 24f-
2(b)(1) under the Investment Company Act of 1940:
(1) This Notice is filed for the Trust's fiscal year which
ended on August 31, 1995;
(2) No Shares of Beneficial Interest (without par value)
("Shares") of Landmark New York Tax Free Reserves, a
series of the Trust, had been registered under the
Securities Act of 1933, as amended, at the beginning of
such fiscal year other than pursuant to Rule 24f-2;
(3) The Trust registered 6,858,326.19 Shares during such
fiscal year other than pursuant to Rule 24f-2;
(4) During such fiscal year the Trust sold 825,094,071.58
Shares1/; and
(5) During such fiscal year the Trust sold 818,235,745.39
Shares in reliance upon registration pursuant to Rule 24f-
2.
Payment of $21,780.07 was received by the S.E.C. on October
24, 1995 for SEC file no. 2-99977, as specified in Rule 24f-
2(c). The wire went to the following account:
Mellon Bank
Pittsburgh
SEC Acct #910-8739
ABA #043-000-261
We also enclose an opinion of Bingham, Dana & Gould, counsel
to the Trust, as required by Rule 24f-2(b)(1).
Please call the undersigned at (617) 423-1679 if there are any
questions concerning this Notice.
Very truly yours,
Barbara M. O'Dette
Assistant Treasurer
Enclosures
cc: Messrs. Coolidge
Joseph
_______________________________
1/The basis for the calculation of the fee specified in
Rule 24f-2(c) was calculated as follows:
The actual aggregate sale price for Shares
sold pursuant to Rule 24f-2
during the Trust's fiscal year
ended August 31, 1995 $818,235,745.39
less the difference
between the actual aggregate
redemption price for Shares
redeemed during such fiscal year, $755,073,982.55
and
the actual aggregate redemption
price for Shares redeemed during $0.00
such fiscal year which were
previously applied by the Trust
pursuant to Rule 24e-2(a) $755,073,982.55
$ 63,161,762.84
