<PAGE> 1
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:
Common Sense II Government Fund
2800 Post Oak Blvd.
Houston, TX 77056
________________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
Class A, Class B
________________________________________________________________________________
3. Investment Company Act File Number: 811-5018
Securities Act File Number: 33-11716
________________________________________________________________________________
4. Last day of fiscal year for which this notice is filed: 10/31/95
________________________________________________________________________________
5. Check box if this notice is being filed more that 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:
A 545,888 A $6,745,417
> 1,164,793 > 14,118,781
B 618,905 B $7,373,364
________________________________________________________________________________
<PAGE> 2
________________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
A 545,888 A $6,745,417
> 1,164,793 > $14,118,781
B 618,905 B $7,373,364
________________________________________________________________________________
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):
A 27,873 A $331,815
> 47,741 > $569,219
B 19,868 B $237,404
________________________________________________________________________________
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): $ 14,118,781
_______________
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 569,219
_______________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 3,058,307
_______________
(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--
_______________
(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): 11,629,693
_______________
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see instruction C.6): x .00034483
_______________
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)] $ 4,010.24
_______________
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.
________________________________________________________________________________
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).
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
December 20, 1995
______________________________________________________________________________
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/ NORI L. GABERT
____________________________________________________
Nori L. Gabert, Secretary
_____________________________________________________
Date December 28, 1995
_________________
* PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE SIGNATURE.
________________________________________________________________________________
<PAGE> 1
[LETTERHEAD]
December 19, 1995
Common Sense Trust - Government II Fund
2800 Post Oak Boulevard
Houston, Texas 77056
Rule 24f-2 Notice
Registration Statement File No. 811-5018
Ladies and Gentlemen:
Common Sense Trust (the "Trust"), a Massachusetts business
trust with multiple series portfolios, proposes to file with the
Securities and Exchange Commission on behalf of its Government II
Fund pursuant to the provisions of Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "Act"), a notice
making definite the registration of 573,761 of its Class A shares
and 638,773 of its Class B shares for a total of 1,212,534 of its
shares of beneficial interest authorized by the Board of Trustees
of the Trust (the "Shares"), which were sold in reliance upon
registration pursuant to Rule 24f-2 during the fiscal year ended
October 31, 1995.
We have made such investigations and have relied upon
originals or copies, certified or otherwise identified to our
satisfaction, of such records, instruments, certificates,
memoranda and other documents as we have deemed necessary or
advisable for purposes of this opinion. In that examination, we
have assumed the genuineness of all signatures, the authenticity
of all documents purporting to be originals, and the conformity
to the originals of all documents purporting to be copies.
Based upon and subject to the foregoing, we hereby advise
you that, in our opinion, the Shares, the registration of which
is being made definite by the notice referred to above, are
validly and legally issued, fully paid and nonassessable. For
purposes of this letter, we express no opinion as to compliance
with the Securities Act of 1933, as amended, applicable state
laws regulating the sale of securities, or the Act.
We consent to your filing this opinion as an exhibit to the
notice referred to above.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
Sullivan & Worcester LLP
A Registered Limited Liability
Partnership
