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.
1. Name and address of issuer: Van Kampen American Capital Pennsylvania
Tax Free Income Fund
One Parkview Plaza
Oakbrook Terrace, IL 60181
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number: 811-4983
Securities Act File Number: 33-11384
4. Last day of fiscal year for which this notice is filed: December 31, 1996
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: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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:
0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal year:
2,028,813 $35,521,843
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
2,028,813 $35,521,843
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):
481,095 $8,324,756
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12. Calculation of registration fee:
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $ 35,521,843
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(ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if
applicable): + 8,324,756
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 37,239,983
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(iv) Aggregate price of shares redeemed or repurchased and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
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(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): 6,606,616
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or regulation
(see Instruction C.6): / 3300
--------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 2,002
==============
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if the 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 CFR 202.3a). [ x ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 02/26/97
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)* /s/ Nicholas Dalmaso
Nicholas Dalmaso
Assistant Secretary
Date: February 28, 1997
*Please print the name and title of the signing officer below the signature.
Fax 215-972-1908
#215-972-7160
LAW OFFICES OF
SAUL, EWING, REMICK & SAUL
BERWYN, PENNSYLVANIA 3800 CENTRE SQUARE WEST PRINCETON, NEW JERSEY
HARRISBURG, PENNSYLVANIA PHILADELPHIA, PA 19102 WILMINGTON, DELAWARE
NEW YORK, NEW YORK
(215) 972-7777
Fax: (215) 972-7725
Internet Email: [email protected]
World Wide Web: http://www.saul.com
February 26, 1997
Van Kampen American Capital Pennsylvania
Tax Free Income Fund
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
RE: Rule 24f-2 Notice
Gentlemen:
Van Kampen American Capital Pennsylvania Tax Free
Income Fund (the "Fund") was organized as a common law trust under the
laws of the Commonwealth of Pennsylvania under an Agreement and
Declaration of Trust dated as of January 28, 1987. The Fund has registered
an indefinite number of Shares of Beneficial Interest pursuant to Rule 24f-
2 under the Investment Company Act of 1940, as amended, and intends to
file a Rule 24f-2 Notice on or prior to February 28, 1997 for its fiscal year
ended December 31, 1996. This opinion is intended to accompany that
Notice, and we hereby consent to its use for that purpose.
As special counsel to the Fund, we have examined the Fund's
Agreement and Declaration of Trust; the Fund's By-Laws; an Assistant
Secretary's Certificate dated February 10, 1997 and certain Minutes and
Consents of the Board of Trustees of the Fund; the proposed Rule 24f-2
Notice to be filed on or prior to February 28, 1997 and Note 3. Capital
Transactions of the Notes to Financial Statements contained in Post-
Effective Amendment No. 16 to the Fund's Registration Statement on Form
N-1A (the "Registration Statement") to be filed on or about April 15, 1996
(File No. 33-11384). We have assumed the authenticity and accuracy of
these materials.
On the basis of this review, we are of opinion that the
2,509,908 Shares of Beneficial Interest the registration of which the Rule
24f-2 Notice makes definite were legally issued, fully paid and non-
assessable, except that, with respect to assessability, shareholders of
an unincorporated trust established under Pennsylvania law may, under
certain limited circumstances, be held personally liable for obligations
of the trust, as disclosed under the caption "The Fund" in the Statement
of Additional Information contained in the Registration Statement.
Very truly yours,
/s/ Saul, Ewing, Remick & Saul
Saul, Ewing, Remick & Saul
