SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY GOVERNMENT AND AGENCIES FUND INC.
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Common Stock, $.01 par value
(Title of securities with respect to which Notice is filed)
File Nos. 2-67009 and 811-3019
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
October 1, 1994 to November 18, 1994*
(ii). Number or 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 but which remained unsold at
the beginning of such fiscal period:
None
(iii). Number or 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
period**
1,797,619,371 shares
$1,797,619,371
________________________________________________________________
**Excludes shares issued upon reinvestment of dividends and seed money
shares
(v). Number and amount of securities sold during such fiscal period
in reliance upon registration pursuant to Rule 24f-2 **
1,797,619,371 shares (1)
$1,797,619,371
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: November 22, 1994
SMITH BARNEY GOVERNMENT
AND AGENCIES FUND INC.
By: /s/ Christina
Haage
Christina Haage, Assistant
Treasurer
______________________________________________
* The Registrant underwent a reorganization on November 21, 1994, pursuant
to which it transferred substantially all of its assets and liabilities to
Smith Barney Money Funds, Inc.-Government Portfolio in exchange for shares
of that Fund, which were distributed to the Registrant's shareholders
**Excludes shares issued upon reinvestment of dividends
(1) The actual aggregate sales price for which such securities were
sold was $1,797,619,371. During the fiscal year ended September 30, 1994 the
actual aggregate redemption price of securities redeemed by the Registrant
was $4,635,244,756. 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: $1,797,619,371 - $4,635,244,756 =
($2,837,625,358) x $.00034483 = ($978,549). Therefore, no registration fee is
required.
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November 22, 1994
Smith Barney Government and Agencies 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 Government and Agencies
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 period ended November 18, 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 1,797,619,371 shares of the Fund (the "Shares")
sold in reliance upon the Rule during the period ended November 18, 1994.
The undersigned is First Vice President and Deputy General Counsel of
Smith Barney Mutual Funds Management Inc., the Fund's 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 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
First Vice President and
Deputy General Counsel
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