September 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for Series of
Eaton Vance Municipals Trust
with July 31 Fiscal Year Ends
1933 Act File No. 33-572
1940 Act File No. 811-4409
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Eaton Vance Municipals Trust hereby files its Rule 24f-2
Notice on behalf of its series with July 31 fiscal year ends.
This Rule 24f-2 Notice is being filed for series of the Trust whose fiscal
year ended July 31, 1997 ("Fiscal Year").
No shares of the Trust's series which have been registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) remained unsold at
the beginning of the Fiscal Year.
14,261,231 shares of the Trust's series, with an aggregate value of
$149,742,925, were registered during the Fiscal Year pursuant to Rule 24e-2.
6,433,717 shares of the Trust's series, with an aggregate sales price of
$67,180,796, were sold during the Fiscal Year in reliance upon the Declaration
of the Trust pursuant to Rule 24f-2 which registered an indefinite amount of
securities. Attached to this Rule 24f-2 Notice, and made part hereof, is an
opinion of counsel indicating that the securities, the registration of which
the Notice makes definite in number, were legally issued, fully paid, and non-
assessable by the Trust.
2,956,639 shares of the Trust's series, with an aggregate sales price of
$31,160,389, were issued during the Fiscal Year in connection with the Trust's
dividend reinvestment plan.
For the Fiscal Year, the Trust's series sold an aggregate of 9,390,356
shares, including those issued pursuant to its dividend reinvestment plan, with
an aggregate sales price of $98,341,185.
28,033,827 shares of the Trust's series, with an aggregate value of
$294,713,836, were redeemed during the Fiscal Year.
In accordance with subsection (c) of Rule 24f-2, no fee is required since
the actual aggregate sale price for which such securities were sold during the
Fiscal Year, including dividend reinvestments, was exceeded by the actual
aggregate redemption price of the shares redeemed by the Trust's series during
the Fiscal Year.
Rule 24f-2 Notice for Series of Page 2
Eaton Vance Municipals Trust
with July 31 Fiscal Year Ends
1933 Act File No. 33-572
1940 Act File no. 811-4409
Aggregate Sale Price for Shares
Sold During Fiscal Year Pursuant to
Rule 24f-2 $ 67,180,796
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans 31,160,389
Aggregate Price of Shares Sold $ 98,341,185
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Period 294,713,836
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Trust Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 0
Equals $(196,372,651)
Any questions regarding the matter should by addressed to Jim Thebado, Eaton
Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Barbara E. Campbell
Assistant Treasurer
September 24, 1997
OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for Series of
Eaton Vance Municipals Trust
with July 31 Fiscal Year Ends
1933 Act File No. 33-572
1940 Act File No. 811-4409
Gentlemen:
By filing the captioned Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, the Trust made definite the registration under
the Securities Act of 1933 of 9,390,356 shares sold, including those sold
pursuant to its dividend reinvestment plan, in reliance upon said Rule 24f-2
during the fiscal year ended July 31, 1997.
It is the opinion of the undersigned that such shares were legally issued,
fully paid and nonassessable.
Sincerely,
Eric G. Woodbury,
Vice President
Member of Massachusetts Bar
