Katherine P. Feld
Vice President &
Associate Counsel



                                     August 28, 1995



U.S. Securities and Exchange Commission
OFICS Filer Support, Mail Stop 0-7
6432 General Green Way
Alexandria, VA  22312

          Re:  Centennial Tax Exempt Trust 
               Reg. No. 33-23494, File No. 811-5584

To the Securities and Exchange Commission:

          An electronic ("EDGAR") filing is hereby made pursuant to Rule
24f-2 of Investment Company Act of 1940 (the "1940 Act") on behalf of
Centennial Tax Exempt Trust accompanied by an opinion of counsel for the
registration of additional shares of the above Fund.  The filing fee of
$83,444, calculated at the rate of 1/29 of 1% of the value of the Fund's
shares sold in excess of the shares redeemed for the fiscal year ended
June 30, 1995, was wired to the SEC's account at Mellon Bank (Fed Wire No.
0008 in the amount of $72,702 on August 24, 1995 and Fed Wire No. 3939 in
the amount of $10,742 on August 28, 1995) and referenced this filing.  

     The Fund has previously registered an indefinite number of shares
pursuant to Rule 24f-2.  The purpose of the Notice was to make definite
the registration of 3,776,951,948 shares of the Fund in reliance on Rule
24f-2.

                                     Very truly yours,

                                     /s/ Katherine P. Feld

                                     Katherine P. Feld
                                     Vice President &
                                     Associate Counsel
                                     (212) 323-0252

KPF/gl
Enclosures

cc (w/enclosures):Allan B. Adams, Esq.
             Mr. Robert Bishop
             Ms. Gloria LaFond





SEC/160.24F



Rule 24f-2 Notice for Centennial Tax Exempt Trust

3410 South Galena Street, Denver, Colorado 80231

(Registration No. 2-69653)


     NOTICE IS HEREBY GIVEN that Centennial Tax Exempt Trust having
previously filed in its registration statement a declaration that an
indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.

     (i)    This Notice is being filed for the fiscal year ended June 30,
            1995.

     (ii)   No shares which had been registered other than pursuant to
            this Rule remained unsold at the beginning of the above fiscal
            year.

     (iii)  No shares were registered other than pursuant to this Rule
            during the above fiscal year.

     (iv)   The number of shares sold during the above fiscal year was
            3,776,951,948 (1).

     (v)    3,776,951,948 shares were sold during the above fiscal year in
            reliance upon registration pursuant to this Rule.

     Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this notice to be signed on its
behalf this 25th of August, 1995.

                           Centennial Tax Exempt Trust



                           By /s/ Andrew J. Donohue
                           ---------------------------------
                           Andrew J. Donohue, Vice President

------------------

(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940.  Based upon an actual
aggregate sales price for which such securities were sold during the
previous fiscal year of $3,776,951,948 reduced by an actual redemption
price of securities of the issuer redeemed during such previous fiscal
year of $3,534,965,589, a filing fee of $83,444 is payable. 



SEC/160.24F



                    MYER, SWANSON, ADAMS & WOLF, P.C.
                            Attorneys At Law
                    The Colorado State Bank Building
                       1600 Broadway - Suite 1850
                       Denver, Colorado 80202-4918
                        Telephone (303) 866-9800
                        Facsimile (303) 866-9818

                             August 23, 1995

Centennial Tax Exempt Trust
3410 South Galena Street
Denver, Colorado 80231

Gentlemen:

In connection with the public offering of the no par value shares of
beneficial interest of Centennial Tax Exempt Trust, a business trust
organized under the laws of the Commonwealth of Massachusetts (the
"Trust"), as counsel for the Trust, we have examined such records and
documents and have made such further investigation and examination as we
deem necessary for the purposes of this opinion.

We are advised that during the fiscal year ended June 30, 1995,
3,776,951,948 shares of beneficial interest in the Trust were sold in
reliance on the registration of an indefinite number of shares pursuant
to Rule 24f-2 of the Investment Company Act of 1940.

It is our opinion that the said shares of beneficial interest sold by the
Trust in reliance on Rule 24f-2 of the Investment Company Act of 1940 are
legally issued and, subject to the matters mentioned in the next
paragraph, fully paid and nonassessable by the Trust.

Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations
of the Trust.  The Declaration of Trust does, however, contain an express
disclaimer of shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees.  The Declaration of Trust provides for indemnification out of
the trust property of any shareholder held personally liable for the
obligations of the Trust.  The Declaration of Trust also provides that the
Trust shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any
judgment thereon.

                             Sincerely,
                             /s/ Allan B. Adams
                             ------------------------------------
                             Allan B. Adams
                             of MYER, SWANSON, ADAMS & WOLF, P.C.