<PAGE>
June 21, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: KEMPER TAX EXEMPT INSURED INCOME TRUST SERIES A81 AND
MULTI-STATE SERIES 49
RULE 24F-2 NOTICE FOR
FILE NO. 33-46237
Gentlemen:
As Sponsor of the above mentioned trust, we are submitting
the following information required by Rule 24f-2 promulgated
under the Investment Company Act of 1940, as amended. We also
have wired funds in payment of the fee prescribed
by subsection (c) and the opinion of counsel specified in
subsection (b)(1)(v) of said Rule.
(i) Fiscal year for which notice is filed: Year Ended
April 31, 1996
(ii) Number of securities registered other than pursuant to
Rule 24f-2 and remaining unsold at the beginning of the above
fiscal year: 0 UNITS
(iii) Number of securities registered other than pursuant to
Rule 24f-2 during the above fiscal year: 0 UNITS
(iv) Number of securities sold during the above fiscal
year: 78
(v) Number of securities sold in reliance upon
registration pursuant to Rule 24f-2 during the above fiscal year:
78
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(1) Aggregate sales price to the public of
securities sold in reliance upon
registration pursuant to Rule 24f-2
$84,977
(2) Less actual aggregate redemption of
repurchase price of securities redeemed
or repurchased during the fiscal year
$1,942,701
(3) Plus the actual aggregate redemption or
repurchase price of securities previously
applied in filings pursuant to
Section 24f-2
$0
-------
$0.00
Amount of filing fee computed at one
twenty ninth of one percent (1/29 of 1%)
of above total:
$0.00
-------
Very truly yours,
EVEREN SECURITIES,INC.
By
- -----------------------------
Michael J. Thoms
<PAGE>
June 21, 1996
EVEREN Securities Inc.
77 West Wacker Drive
29th Floor
Chicago, IL 60601
Re: KEMPER TAX EXEMPT INSURED INCOME TRUST SERIES A81 AND
MULTI-STATE SERIES 49
FILE NO. 33-46237
Gentlemen:
We have served as counsel for EVEREN Securities, Inc. as
Sponsor and Depositor of the above described Trust, in connection
with the preparation, execution and delivery of a Trust Indenture
and Agreement relating to such Fund pursuant to which the
Depositor has delivered to and deposited the Securities listed in
Schedule A to the Trust Indenture and Agreement with the Trustee
and
pursuant to which the Trustee has issued to or on the order of
the
Depositor a certificate or certificates representing Units of
fractional
undivided interest in and ownership of the Fund created under
said Trust Indenture and Agreement.
In connection therewith, we have examined such pertinent
records and documents and matters of law as we have deemed
necessary in order to enable us to express to opinions
hereinafter
set forth.
Based upon the foregoing, we are of the opinion that the
certificates evidencing the Units in the Fund constitute valid
and binding obligations of the Fund in accordance with the terms
thereof.
Respectfully submitted,
CHAPMAN AND CUTLER
