EXCHANGEABLE SECURITIES TRUST
N-8A, 1996-05-03
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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM N-8A

                         NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) OF
                      THE INVESTMENT COMPANY ACT OF 1940



          The undersigned investment company hereby notifies the Securities
and Exchange Commission that it registers under and pursuant to the
provisions of Section 8(a) of the Investment Company Act of 1940, and in
connection with such Notification of Registration submits the following
information:

Name:     Exchangeable Securities Trust

Address of Principal Business Office (No. & Street, City, State, and Zip
Code):

          c/o  Smith Barney Inc.
          390 Greenwich Street
          New York, New York 10013

Telephone Number (including area code):  (212) 816-6000

Name and Address of Agent for Service of Process:

          Stephen E. Stonefield
          Smith Barney Inc.
          390 Greenwich Street
          New York, New York 10013

Check Appropriate Box:

          Registrant is filing a Registration Statement pursuant
to Section 8(b) of the Investment Company Act of 1940 concurrently with the
filing of Form N-8A:

          YES /x/                                 NO / /


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                                  SIGNATURES


Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this Notification of Registration to be duly signed on
its behalf in the City of New York and State of New York on the 3rd day of
May, 1996.



                                       Exchangeable Securities Trust


                                   By: /s/ Stephen E. Stonefield
                                       ------------------------------
                                         Stephen E. Stonefield
                                         Trustee

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