U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Rochester Fund Municipals
350 Linden Oaks
Rochester, New York 14625
2. Name of each series or class of funds for which this notice is
filed:
Rochester Fund Municipals
3. Investment Company Act File Number: 811-3614
Securities Act File Number: 33-3692
4. Last day of fiscal year for which this notice is filed:
12/31/95
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: -0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
16,778,524 $301,832,456
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
16,778,524 $301,832,456
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):
3,857,323 $67,511,771
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): $301,832,456
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$67,511,771
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$218,931,015
------------
(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): $150,413,212
------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
------------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $51,867
------------
Instruction: Issuers should complete line (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
Instructions 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 Rule 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:
February 27, 1996; Fed Wire #539
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.
Rochester Fund Municipals
By: /s/ Andrew J. Donohue
------------------------------------
Andrew J. Donohue, Secretary
Date: 2/27/96
cc: Dee Anne Sjogren,
Kirkpatrick & Lockhart LLP
Robert Bishop
Gloria LaFond
sec\365.24f
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
February 22, 1996
Rochester Fund Municipals
350 Linden Oaks
Rochester, New York 14625
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
Rochester Fund Municipals (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts. We understand
that the Trust is about to file a Rule 24f-2 Notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended,
("1940 Act") for the purpose of making definite the number of
shares which it has registered under the Securities Act of 1933, as
amended ("1933 Act"), and which it sold during its fiscal year
ended December 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 its
Declaration of Trust and By-Laws, as now in effect, and certain
other documents and certificates of officers and representatives of
the Trust relating to its organization and operation, and we
generally are familiar with its business affairs. Based on the
foregoing, it is our opinion that the shares of beneficial interest
sold by the Trust during the fiscal year ended December 31, 1995,
the registration of which will be made definite by the filing of a
Rule 24f-2 Notice, were legally issued, fully paid and
nonassessable.
We express no opinion as to compliance with the 1933 Act, the
1940 Act, or applicable state securities laws in connection with
the sale of the Trust's 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 Amended and Restated
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 in each contract 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
from Trust assets for all loss and expense of any shareholder held
personally liable for the obligations of the Trust by virtue of
ownership of Shares of the Trust; and (ii) for the Trust to assume
the defense of any claim against the shareholder for any act or
obligation of the Trust. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability 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
Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm in the
prospectus filed as part of the Trust's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Robert J. Zutz
--------------------------
Robert J. Zutz
