SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 24f-2 NOTICE
FOR
MANAGED MUNICIPAL FUND, INC.
135 East Baltimore Street
Baltimore, MD 21202
_________________________________________________________________
(Address of principal executive offices)
SHARES OF COMMON STOCK (par value $.001 per share)
_________________________________________________________________
(Title of securities with respect to which Notice is filed)
File No. 33-32819
811-6023
__________________________________
The following information is required pursuant to Rule
24f-2(b)(1)
(i) Period for which Notice is filed:
November 1, 1994 through October 31, 1995 (fiscal
year end)
(ii) Number or amount of securities of the same class
or series which has been registered under the
Securities Act of 1933 other than pursuant to
Rule 24f-2 but which remained unsold at the
beginning of such fiscal year:
NONE
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to
Rule 24f-2:
NONE
(iv) Number or amount of securities sold during such
period: (1)
1,118,204 shares
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(v) Number or amount of securities sold during such
period in reliance upon registration pursuant to
Rule 24f-2: (2)
1,118,204 shares (see Schedule A attached)
An opinion of counsel with respect to the legality of the above
shares accompanies this notice.
DATED: December 20, 1995
MANAGED MUNICIPAL FUND, INC.
By /s/ Joseph A. Finelli
Joseph A. Finelli
Treasurer
_______________________
(1) Excludes shares issued upon reinvestment of dividends.
(2) The actual aggregate sales price for which such securities
were sold was $11,188,171. The actual aggregate redemption
price of securities redeemed during such period by the
Registrant was $28,195,599. No portion of such aggregate
redemption price has been applied by the Registrant pursuant
to Rule 24e-2(a) in a filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940. Pursuant to
Rule 24f-2(c), the registration fee with respect to
securities sold is calculated as follows:
($11,188,171 - $28,195,599) Divided by 2,900 = $0.
No fee is required pursuant to Rule 24f-2(c).
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<TABLE>
<CAPTION>
MANAGED MUNICIPAL FUND, INC.
SCHEDULE A
AGGREGATE AGGREGATE
SHARES SALES SHARES REDEMPTION
CLASS SOLD PRICE REDEEMED PRICE
<S> <C> <C> <C> <C>
Flag 323,698 $ 3,206,244 1,256,958 $12,775,509
ISI 794,506 $ 7,981,927 1,531,414 $15,420,090
_________ ___________ _________ ___________
1,118,204 $11,188,171 2,788,372 $28,195,599
$ 11,188,171 - $28,195,599 = $(17,007,428)
Fee Required $ 0
</TABLE>
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{LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP}
December 20, 1995
Managed Municipal Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice for
Managed Municipal Fund, Inc.
(File Nos. 33-32819 and 811-6023)
Gentlemen:
Managed Municipal Fund, Inc. (the "Fund") is a corporation
organized under the laws of the State of Maryland with its
principal place of business in Baltimore, Maryland. The Fund is
an open-end diversified management investment company registered
with the Securities and Exchange Commission (the "Commission")
under the Investment Company Act of 1940 (the "1940 Act"). This
opinion relates to shares of common stock, par value $.001 per
share, sold by the Fund in reliance upon Rule 24f-2 during its
fiscal year ended October 31, 1995, the registration of which is
made definite by the filing of the attached Notice.
We have reviewed all proceedings taken by the Fund in connection
with the offer and sale of the shares of common stock, par value
$.001 per share, which have been offered under Prospectuses
included as part of the Fund's Registration Statement on Form N-
1A, as amended to the date hereof, which has been filed with the
Commission under the Securities Act of 1933 and the 1940 Act
(collectively, the "Registration Statement").
We are of the opinion that such shares of common stock, when sold
and issued in return for the payment described in the Fund's
Registration Statement, were legally issued, fully paid and non-
assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Mr. R. Alan Medaugh
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