<PAGE>
RULE 24f-2 NOTICE FOR
LEGG MASON TAX-FREE INTERMEDIATE-TERM INCOME TRUST
(1933 Act File No. 33-37971)
---------------------------------------------------
1. The fiscal year for which the Notice is filed:
March 31, 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 this
section but which remained unsold at the beginning of
such fiscal year:
None
3. The number or amount of securities, if any, registered
during such fiscal year other than pursuant to this
section:
None
4. The number or amount of securities sold during such
fiscal year:
$5,151,223 amount of beneficial interest ($.001 par
value)
5. The number or amount of securities sold during such
fiscal year in reliance upon registration pursuant to
this section:
$5,151,223 amount of beneficial interest ($.001 par
value)
6. The calculation of filing fee:
(a) The total amount of registered shares
of beneficial interest ($.001 par
value) sold: $ 5,151,223
(b) Less the total amount of registered
shares of beneficial interest ($.001 par
value) redeemed or repurchased: $ (12,396,042)
(c) Difference (i.e., (a) less (b)): $ (7,244,819)
(d) Filing fee pursuant to Section 6(b) of
1933 Act (Line (c) amount x 1/2900) $ 0.00
/s/ Marie K. Karpinski
----------------------
Marie K. Karpinski
Treasurer
Date: May 30, 1995
<PAGE>
RULE 24f-2 NOTICE FOR
LEGG MASON MARYLAND TAX-FREE INCOME TRUST
(1933 Act File No. 33-37971)
------------------------------------------
1. The fiscal year for which the Notice is filed:
March 31, 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 this
section but which remained unsold at the beginning of
such fiscal year:
None
3. The number or amount of securities, if any, registered
during such fiscal year other than pursuant to this
section:
None
4. The number or amount of securities sold during such
fiscal year:
$18,259,415 amount of beneficial interest ($.001 par
value)
5. The number or amount of securities sold during such
fiscal year in reliance upon registration pursuant to
this section:
$18,259,415 amount of beneficial interest ($.001 par
value)
6. The calculation of filing fee:
(a) The total amount of registered shares of
beneficial interest ($.001 par value) sold: $18,259,415
(b) Less the total amount of registered shares
of beneficial interest ($.001 par value)
redeemed or repurchased: $(28,424,392)
(c) Difference (i.e., (a) less (b)): $(10,164,977)
(d) Filing fee pursuant to Section 6(b) of
1933 Act (Line (c) amount x 1/2900) $ 0.00
/s/ Marie K. Karpinski
-----------------------
Marie K. Karpinski
Treasurer
Date: May 30, 1995
<PAGE>
RULE 24f-2 NOTICE FOR
LEGG MASON PENNSYLVANIA TAX-FREE INCOME TRUST
(1933 Act File No. 33-37971)
-------------------------------------------
1. The fiscal year for which the Notice is filed:
March 31, 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 this
section but which remained unsold at the beginning of
such fiscal year:
None
3. The number or amount of securities, if any, registered
during such fiscal year other than pursuant to this
section:
None
4. The number or amount of securities sold during such
fiscal year:
$8,185,030 amount of beneficial interest ($.001 par
value)
5. The number or amount of securities sold during such
fiscal year in reliance upon registration pursuant to
this section:
$8,185,030 amount of beneficial interest ($.001 par
value)
6. The calculation of filing fee:
(a) The total amount of registered shares of
beneficial interest ($.001 par value)
sold: $ 8,185,030
(b) Less the total amount of registered
shares of beneficial interest ($.001
par value) redeemed or repurchased: $ (10,331,294)
(c) Difference (i.e., (a) less (b)): $ (2,146,264)
(d) Filing fee pursuant to Section 6(b) of
1933 Act (Line (c) amount x 1/2900) $ 0.00
/s/ Marie K. Karpinski
-------------------------
Marie K. Karpinski
Treasurer
Date: May 30, 1995
<PAGE>
May 30, 1995
Legg Mason Tax-Free Income Fund
111 South Calvert Street
Baltimore, Maryland 21202
Dear Sir or Madam:
Legg Mason Tax-Free Income Fund ("Trust") is an unincorporated
voluntary association organized under the laws of the Commonwealth of
Massachusetts pursuant to a Declaration of Trust dated November 21, 1990
and amended on January 31, 1991, March 11, 1991, June 26, 1992, and August
1, 1994. We understand that the Trust is about to file Rule 24f-2 Notices
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, for the purpose of making definite the number of shares of
beneficial interest, par value $.001 per share ("Shares") in the Legg
Mason Pennsylvania Tax-Free Income Trust, Legg Mason Maryland Tax-Free
Income Trust and Legg Mason Tax-Free Intermediate-Term Income Trust
("Funds"), portfolios of the Trust, which the Trust has registered under
the Securities Act of 1933, as amended, and which were sold during the
fiscal year ended March 31, 1995.
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of the Declaration of Trust and By-Laws
of the Trust, the minutes of meetings of the trustees and other documents
relating to the organization and operation of the Trust, and we generally
are familiar with its business affairs. Based on the foregoing, it is our
opinion that the Shares of the Funds sold during the fiscal year ended
March 31, 1995, the registration of which will be made definite by the
filing of the Rule 24f-2 Notices, were legally issued, fully paid and non-
assessable. We express no opinion as to compliance with the Securities
Act of 1933, the Investment Company Act of 1940 or applicable state
securities laws in connection with the sales of Shares.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment. It also requires that notice of such
disclaimer be given on each note, bond, contract, certificate, undertaking
or instrument made or issued by the officers or the Trustees of the Trust
on behalf of the Trust. The Declaration of Trust further provides (i) for
indemnification out of assets of the applicable Series of the Trust for
all losses and expenses of any shareholder held personally liable for the
<PAGE>
Legg Mason Tax-Free Income Fund
May 30, 1995
Page 2
obligations of such Series of the Trust solely by virtue of ownership of
Shares of such Series of the Trust and (ii) for the applicable Series of
the Trust to assume the defense of any claim against the shareholder for
any act or obligation of such Series of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability
for the obligations of the Trust is limited to circumstances in which the
Trust would be unable to meet its obligations.
We hereby consent to this opinion accompanying the Rule 24f-2
Notices which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm under the
caption "Legg Mason Tax-Free Income Fund's Legal Counsel" in the Statement
of Additional Information filed as part of the Registration Statement.
Sincerely yours,
KIRKPATRICK & LOCKHART LLP
/s/ Arthur C. Delibert
By: ----------------------
Arthur C. Delibert
<PAGE>
