RULE 24f-2 NOTICE
WILLIAM PENN INTEREST INCOME FUND
Securities Act of 1993
File No. 33-14609
Investment Company Act of 1940
File No. 811-5177
1) Fiscal year for which notice is filed: 1995
2) The number or amount of securities of the same class or series, if
any, which had been registered under the Securities Act of 1933
other than pursuant to Section 24(f) of the Investment Company Act
of 1940 but which remained unsold at the beginning of 1995: N/A
3) The number of amount of securities sold during 1995 other than
pursuant to Section 24(f): NONE
4) The net dollar amount of securities sold during 1995 for Class "A"
and Class "C" shares respectively: $25,278,972 and $444,713
5) The net dollar amount of securities sold during 1995 in reliance
upon registration pursuant to Section 24(f) for Class "A" and
Class "C" shares respectively: $25,278,972 and $444,713
6) The registration fee for such securities sold during 1995: $8,870
WILLIAM PENN INTEREST INCOME FUND
/s/ Dennis J. Westley
Vice President and Treasurer
February 9, 1996
Board of Trustees
William Penn Interest Income Fund
2650 Westview Drive
Wyomissing, PA 19610
Re: Rule 24f-2 Notice
Gentlemen:
We are counsel to the William Penn Interest Income Fund (the
"Fund"), a Pennsylvania common law trust and investment company
registered under the Investment Company Act of 1940 ("1940 Act").
The Fund has previously registered an indefinite number of shares
of beneficial interest in the Fund (the "Shares") pursuant to the
Securities Act of 1933 and the 1940 Act (1933 Act File No.
33-14609 and 1940 Act File No. 811-5177). In connection
therewith the Fund has filed concurrently herewith a Rule 24f-2
Notice, which notice indicates the number of Shares sold by the
Fund during 1995 (the "Outstanding Shares").
We have examined the following documents in connection with
the Rule 24f-2 Notice filed concurrently herewith: the Fund's
Prospectus and Statement of Additional Information; its
Declaration of Trust; and the Fund's minute books. Based on such
examination and upon examination of such other instruments,
books, and records as we deemed necessary, we are of the opinion
that the Outstanding Shares have been legally issued by the Fund
and are fully paid and non-assessable.
This opinion has been delivered to you solely for your use
in connection with the filing of the Rule 24f-2 Notice and may
not be disclosed by you for any other purpose without our express
written consent.
Very truly yours,
STEVENS & LEE
