SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON DAILY DIVIDEND FUND INC.
(Name of Registrant)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices)
Common Stock $.01 par value
(Title of securities with respect to which Notice is filed)
File No. 2-63807
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
April 1, 1993 to March 31, 1994
(ii) Number or amount of securities of the same class or series which
had been registered under the Securities Act of 1933, as amended, other than
pursuant to Rule 24f-2 but which remained unsold at the beginning of such
fiscal year:
1,908,952,347
(iii) Number and amount of securities, if any, registered during such
fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number and amount of securities sold during such
fiscal year (excludes shares issued upon reinvestment of dividends):
73,097,475,489 shares
$73,097,475,489
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 (excludes shares issued upon
reinvestment of dividends):
73,097,475,489 shares (1)
$73,097,475,489
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: May 25, 1994
SMITH BARNEY SHEARSON
DAILY DIVIDEND FUND INC.
By: /s/ Christina Haage
Christina Haage
Assistant Treasurer
(1) The actual aggregate sales price for which such securities were
sold was $73,097,475,489. During the fiscal year ended March 31, 1994 the
actual aggregate redemption price of securities redeemed by the Registrant was
$74,482,085,775. No portion of such redemption price has been applied by the
Registrant pursuant to Rule 24e-2(a) in filings made pursuant to Section 24(e)
(1) of the Investment Company Act of 1940, as amended. Pursuant to Rule 24f-
2(c), the registration fee with respect to the securities sold is calculated
as follows: $73,097,475,489 - $74,482,085,775 = ($1,384,610,186) x $.00034483
= $0. Therefore, no registration fee is required.
g:/shearson/funds/appr/24f-2
May 25, 1994
Smith Barney Shearson Daily Dividend Fund Inc.
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Dear Sir or Madam:
In connection with the filing by Smith Barney Shearson Daily Dividend
Fund Inc., a Maryland corporation (the "Fund"), of a Notice (the "Notice")
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended
(the "1940 Act"), for the Fund's fiscal year ended March 31, 1994, you have
requested that the undersigned provide the legal opinion required by that
Rule.
In accordance with Rule 24f-2, the Fund has registered an indefinite
number of shares of common stock, $.01 par value per share, under the
Securities Act of 1933, as amended. The purpose of the Notice is to make
definite the registration of 73,097,475,489 shares of the Fund (the "Shares")
sold in reliance upon the Rule during the fiscal year ended March 31, 1994.
The undersigned is Vice President and Associate General Counsel of The
Boston Company Advisors, Inc., the Fund's sub-administrator, and in such
capacity, from time to time and for certain purposes, acts as counsel to the
Fund. I have examined copies of the Fund's Articles of Incorporation, its By-
Laws, resolutions adopted by its Board of Directors and such other records and
documents as I have deemed necessary for purposes of this opinion.
Furthermore, I have examined a Certificate of the Assistant Treasurer of the
Fund to the effect that the Fund received the cash consideration for each of
the Shares in accordance with the aforementioned charter documents and votes.
On the basis of the foregoing, and assuming all of the Shares were sold
in accordance with the terms of the Fund's Prospectus in effect at the time of
sale, I am of the opinion that the Shares have been duly authorized and
validly issued and are fully paid and non-assessable. This opinion is for the
limited purposes expressed above and should not be deemed to be an expression
of opinion as to compliance with the Securities Act of 1933, as amended, the
1940 Act or applicable State "blue sky" laws in connection with the sales of
the Shares.
Very truly yours,
/s/ Lee D. Augsburger
Lee D. Augsburger
Vice President and
Associate General Counsel
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