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: 12/31/96
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:
20,027,352 $365,395,628
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
20,027,352 $365,395,628
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):
4,049,796 $71,854,295
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): $365,395,628
--------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +$71,854,295
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -$245,389,573
---------------
(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): $191,860,350
------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
------------
(vii) Fee due (line (i) or line (v) multiplied by
line (vi)): $58,140
------------
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 26, 1997; Fed Wire #407
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
/s/ Robert J. Bishop
By:______________________________________
Robert J. Bishop, Assistant Treasurer
Date: 2/27/97
cc: Robert Zutz
Kirkpatrick & Lockhart LLP
Katherine Feld
Gloria LaFond
sec\365.24f
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
ROBERT J. ZUTZ
(202) 778-9059
February 24, 1997
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 that it has registered under the Securities Act of 1933, as
amended ("1933 Act"), and that it sold during its fiscal year ended December 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 its Declaration of Trust and By-Laws, as now in effect,
and certain other documents 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, 1996, 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
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Rochester Fund Municipals
February 24, 1997
Page 2
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
that 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
/s/ Robert J. Zutz
By ____________________________
Robert J. Zutz
