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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
READ INSTRUCTIONS AS AND OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
______________________________________________________________________________
1. Name and address of issuer:
SPDR Trust Series I
c/o State Street Bank, Trustee
225 Franklin Street
Boston, MA 02110
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
SPDR Trust Series I
______________________________________________________________________________
3. Investment Company Act File Number: 811-7330
Securities Act File Number: 33-46080
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 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:
None
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
Shares 15,757,625
Sales Price $1,101,207,445
_____________________________________________________________________________
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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 - 15,757,625
Sales Price - $1,101,207,445
______________________________________________________________________________
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):
Included in #9
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $ 1,101,207,445
the fiscal year in reliance on rule 24f-2 ___________________
(from Item 10):
(ii) Aggregate price of shares issued in connection +
with dividend reinvestment plans (from Item 11, ___________________
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - 339,666,479
during the fiscal year (if applicable): ___________________
(iv) Aggregate price of shares redeemed or repurchased + 0
and previously applied as a reduction to filing ___________________
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued 761,540,966
during the fiscal year in reliance on rule 24f-2 ___________________
line (i), plus line (ii), less line (iii), plus
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the x 1/33%
Securities Act of 1933 or other applicable law or ___________________
regulation (see instruction C.8):
(vii) Fee due (line (i) or line (v) multiplied by 230,770
line (vi)): ___________________
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER 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:
2/28/96
_______________________________________________________________________________
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.
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By (Signature and Title)* James E. Ross
_______________________________________________
Assistant Vice President
_______________________________________________
Date 2/27/97
________________________
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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[LETTERHEAD]
February 25, 1997
PDR Services Corporation
c/o American Stock Exchange
86 Trinity Place
New York, New York 10006
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Dear Sirs:
We have served as counsel to the American Stock Exchange and PDR
Services Corporation as Sponsor (the "Sponsor") of SPDR Trust Series 1
(hereinafter referred to as the "Trust") in connection with the offering of
units of fractional undivided interest in such Trust (hereinafter referred to as
the "SPDRs").
We have examined instruments, documents, and records which we have
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the following: (a) the
authenticity of original documents and genuineness of all signatures; (b) the
conformity to the originals of all documents submitted to us as copies; and (c)
the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed.
Based upon the foregoing, we are of the opinion that the SPDRs offered
by the Sponsor were legally issued and are fully paid and non-assessable.
We hereby consent to the use of this opinion in connection with the
filing with the Securities and Exchange Commission of a notice pursuant to Rule
24f-2 promulgated under the Investment Act of 1940, as amended.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
