November 20, 1995
Rule 24f-2 Notice for Seligman Pennsylvania Tax-Exempt Fund.
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Division of Investment Management
File No. 33-5793
Dear Sirs:
Seligman Pennsylvania Tax-Exempt Fund hereby provides the following
information with respect to sales of its capital stock pursuant to Rule 24f-2
under the Investment Company Act of 1940:
1. Fiscal year for which notice is filed: September 30, 1995.
2. Number of shares registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 which remained unsold at the beginning of such fiscal
year: -0-
3. Number of shares registered during such fiscal year other than pursuant
to Rule 24f-2: -0-
4. Number of shares sold during such fiscal year: 189,298 (a).
<PAGE>
Securities and Exchange Commission November 20, 1995
Division of Investment Management
- 2 -
5. Number of shares sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2: Same as item 4.
A filing fee of $128.32 is enclosed as is the opinion of counsel required
by Rule 24f-2.
Very truly yours,
Seligman Pennsylvania Tax-Exempt Fund
Thomas G. Rose
By _____________________
Thomas G. Rose
Treasurer
Enclosure
_________________________
(a) The Following is a calculation of the fee payable pursuant to paragraph
(c) of Rule 24f-2:
Fiscal Year ended 9/30/95
Class A Class D
Aggregate sales price of shares
sold pursuant to Rule 24f-2 $1,073,924 $395,890
Aggregate redemption or repurchase
price of shares redeemed or
purchased during previous fiscal year (5,083,817) (23,950)
Aggregate redemption or repurchase
price of shares previously applied
pursuant to Rule 24e-2(a) - -
Total ($4,009,893) $371,940
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Fee (Total X .000345) $0.00 $128.32
<PAGE>
SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND
The undersigned, Treasurer of Seligman Pennsylvania Tax-Exempt Fund, an un-
incorporated business trust under the laws of Pennsylvania (the "Company"), does
hereby certify as follows:
1. From October 1, 1994 through September 30, 1995, the Company issued an
aggregate of 189,298 shares of Beneficial Interest, $0.001 par value.
2. In respect of the issuance of such 189,298 shares, the Company received
aggregate cash consideration (net of any sales commissions) of $1,435,765.
3. With respect to each share issued, the Company received cash
consideration not less than its net asset value per share on the date issued and
not less than $0.001.
4. The Declaration of Trust permits the Trustees to issue unlimited number
of full and fractional shares of Beneficial Interest, $.001 par value.
In Witness Thereof, I have hereunto signed my name as Treasurer of the
Company.
Date: October 11, 1995
Thomas G. Rose
________________________
Thomas G. Rose
Treasurer
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street, New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
250 PARK AVENUE, NEW YORK 10177-0021
(212) 558-3792 (250 Park Avenue)
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
November 20, 1995
Seligman Pennsylvania Tax-Exempt Fund
100 Park Avenue,
New York, New York 10017.
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of 1940
with respect to 189,298 shares of beneficial interest, $0.001 par value, of
Seligman Pennsylvania TaxExempt Fund.
As your counsel, we are familiar with your organization and corporate
status and validity of your shares of beneficial interest. In that connection,
we have relied upon the opinion of Ballard, Spahr, Andrews & Ingersoll, dated
November 22, 1994, as to all matters under the laws of Commonwealth of
Pennsylvania.
We advise you that, in our opinion, the Shares are legally and validly
issued, fully paid and nonassessable. We consent to the filing of this opinion
with the Securities and Exchange Commission in connection with the notice
referred to above. In giving such consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Securit Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
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SULLIVAN & CROMWELL
