FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Legg Mason Tax-Free Income Fund
2. Name of each series or class of funds for which this notice is filed:
Legg Mason Maryland Tax-Free Income Trust
3. Investment Company Act File Number: 811-6223
Securities Act File Number: 33-37971
4. Last day of fiscal year for which this notice is filed: March 31, 1996
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: [ ]
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:
Number: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule
24f-2:
Number: 686,119
Amount: $10,454,977
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 1,344,999
Sale Price: $21,819,418
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 1,183,189
Sale Price: $19,191,326
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): n/a
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): $19,191,326
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): n/a
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): $(19,191,326)
(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): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): n/a
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the 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:
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Date May 30, 1996
<PAGE>
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Legg Mason Tax-Free Income Fund
2. Name of each series or class of funds for which this notice is filed:
Legg Mason Pennsylvania Tax-Free Income Trust
3. Investment Company Act File Number: 811-6223
Securities Act File Number: 33-37971
4. Last day of fiscal year for which this notice is filed: March 31, 1996
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: [ ]
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:
Number: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule
24f-2:
Number: 157,826
Amount: $2,436,264
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 619,777
Sale Price: $10,141,127
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 555,719
Sale Price: $9,091,563
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): n/a
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): $9,091,563
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): n/a
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): $(9,091,563)
(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): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): n/a
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the 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:
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Date May 30, 1996
<PAGE>
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Legg Mason Tax-Free Income Fund
2. Name of each series or class of funds for which this notice is filed:
Legg Mason Tax-Free Intermediate-Term Income Trust
3. Investment Company Act File Number: 811-6223
Securities Act File Number: 33-37971
4. Last day of fiscal year for which this notice is filed: March 31, 1996
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: [ ]
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:
Number: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule
24f-2:
Number: 510,687
Amount: $7,534,819
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 1,434,371
Sale Price: $22,084,916
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 923,684
Sale Price: $14,224,734
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): n/a
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): $14,224,734
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): n/a
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): $(11,776,478)
(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): $2,448,256
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): 1/2900
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: $844.23
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the 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).
[ x ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
May 29, 1996
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Date May 30, 1996
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
Telephone (202) 778-9000
Facsimile (202) 778-9100
May 24, 1996
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, 1996.
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, 1996, 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 sale 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
<PAGE>
Legg Mason Tax-Free Income Fund
May 24, 1996
Page 2
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
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
By: /s/Arthur C. Delibert
Arthur C. Delibert
