March 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Municipals Trust II
1933 Act File No. 33-7132
1940 Act File No. 811-8134
In accordance with the provisions of Rule 24f-2 under the Investment Company
Act of 1940, Eaton Vance Municipals Trust II, hereby files its Rule 24f-2
Notice.
This Rule 24f-2 Notice is being filed for the fiscal year ended January 31,
1997 ("Fiscal Year").
No shares of the Trust which have been registered under the Securities Act of
1933 (other than pursuant to Rule 24f-2) remained unsold at the beginning of
the Fiscal Year.
No shares of the Trust were registered during the Fiscal Year, pursuant to Rule
24e-2.
12,347,317 shares of the Trust, with an aggregate sales price of $129,002,012,
were sold during the Fiscal Year in reliance upon the Declaration of the Trust
pursuant to Rule 24f-2 which registered an indefinite amount of securities.
Attached to this Rule 24f-2 Notice, and made part hereof, is an opinion of
counsel indicating that the securities, the registration of which the Notice
makes definite in number, were legally issued, fully paid, and non-assessable
by the Trust.
344,848 shares of the Trust, with an aggregate sales price of $3,575,289, were
issued during the Fiscal Year in connection with the Trust's dividend
reinvestment plan.
For the Fiscal Year, the Trust redeemed an aggregate of 2,027,908 shares,
including those issued pursuant to its dividend reinvestment plan, with an
aggregate price of $21,070,944.
In accordance with subsection (c) of Rule 24f-2, $33,789.81 has been wired to
the SEC account at Mellon Bank, which represents the registration fee. Such fee
is based upon the actual aggregate sale price for which such securities were
sold during the Fiscal Year, including dividend reinvestments, reduced by the
actual aggregate redemption price of the shares redeemed by the Trust during
the Fiscal Year.
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Rule 24f-2 Notice for Page 2
Eaton Vance Municipals Trust II
1933 Act File No. 33-7132
1940 Act File no. 811-8134
Aggregate Sale Price for Shares
Sold During Fiscal Year Pursuant to
Rule 24f-2 $129,002,012
Aggregate Price of Shares Issued
During Fiscal Year In Connection
with Dividend Reinvestment Plans 3,575,289
Aggregate Price of Shares Sold $132,577,301
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year 21,070,944
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Trust Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 0
Equals $111,506,357
Any questions regarding the matter should by addressed to Jim Thebado, Eaton
Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Barbara E. Campbell,
Assistant Treasurer
<PAGE>
March 26, 1997
OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Municipals Trust II
1933 Act File No. 33-7132
1940 Act File No. 811-8134
Gentlemen:
By filing the captioned Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, the Trust made definite the registration under
the Securities Act of 1933 of 12,692,165 shares sold, including those sold
pursuant to its dividend reinvestment plan, in reliance upon said Rule 24f-2
during the fiscal year ended January 31, 1997.
It is the opinion of the undersigned that such shares were legally issued,
fully paid and nonassessable.
Sincerely,
Eric G. Woodbury,
Vice President
Member of Massachusetts Bar
