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U.S SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and address of issuer: Prairie Municipal Bond Fund, Inc.
Three First National Plaza
Chicago, Illinois 60670
_______________________________________
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2. Name of each series or class of funds for which this notice is filed:
Prairie Municipal Bond Fund, Inc.
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3. Investment Company Act File Number: 811-5414
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Securities Act File Number: 33-18954
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4. Last day of fiscal year for which this notice is filed:
September 13, 1996
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24F-2(a)(1). If
applicable:
__________________________
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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
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24F-2:
0
______________________
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9. Number and aggregate sale price of securities sold during the fiscal year:
Shares 1,830,311.24
Price $22,436,389.37
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24F-2:
Shares 1,830,311.24
Price $ 22,436,389.37
___________________
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Shares 16,103.57
Price $198,774.28
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24F-2: $ 22,436,389.37
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: $ 198,774.28
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $ 22,635,163.65
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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: $0.00
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24F-2: ($0.00)
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation: /3300
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(vii) Fee Due: $0.00
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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.
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Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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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)*
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D'Ray Brewer, Vice President
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Date November 12, 1996
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*Please print the name and title of the signing officer below the signature.
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Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004-2696
(212) 806-5400
Fax: 212 806-6006
November 11, 1996
Prairie Municipal Bond Fund, Inc.
Three First National Plaza
Chicago, Illinois 60670
Ladies and Gentlemen:
We are general counsel to your company (the "Fund"). This letter is in
response to your request for our opinion in connection with the filing by you
of a "Rule 24f-2 Notice" pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940, as amended. In such notice you have reported
the sale during the fiscal period ended September 13, 1996 (the date the Fund
transferred all of its assets, subject to its liabilities, to another
registered investment company) of an aggregate of 1,830,311.24 of your Class A,
Class B and Class I shares (the "Shares").
We have acted as counsel to the Fund since its organization and in connection
with the filing by the Fund of a registration statement, and amendments
thereto, with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. In so acting, we have examined a copy of the Fund's
charter documents, the Rule 24f-2 Notice, the original or reproduced or
certified copies of all such records of the Fund, agreements, certificates of
officers and representatives of the Fund and others, and such other documents,
papers, statutes and authorities as we deemed necessary to form a basis for the
opinion hereinafter expressed. As to matters of fact relevant to such opinion,
we have relied upon the Rule 24f-2 Notice and statements and certificates of
officers and representatives of the Fund and others. We have assumed the
genuineness of all signatures and the conformity to the original documents of
the copies of documents supplied to us as originals or reproduced copies.
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Stroock & Stroock & Lavan
Prairie Municipal Bond Fund, Inc.
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Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice referred to
above. In giving such permission, we do not admit hereby that we come within
the category of person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
