SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Common Stocks $.01 par value
(Title of securities with respect to which Notice is
filed)
File Nos. 2-69308 and 811-3097
The following information is required pursuant to Rule 24f-
2(b)(1):
(i). Period for which Notice is filed:
March 1, 1994 to February 28, 1995
(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:
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 year (excludes
shares issued upon reinvestment of dividends):
32,460,349 shares
$495,812,073
(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):
32,460,349
$495,812,073(1)
An opinion of counsel with respect to the legality of the
above shares accompanies this Notice.
DATED: April 26, 1995
SMITH BARNEY MANAGED
MUNICIPALS
FUND INC.
/s/ Lewis E.Daidone
Lewis E. Daidone
Treasurer
(1) The actual aggregate sales price for which such
securities were sold was $495,812,073. During
the fiscal year ended February 28, 1995, the actual
aggregate redemption price of securities of the same
class redeemed by the Registrant was $419,997,436. No
portion of such aggregate redemption price has
been applied by the Registrant pursuant to Rule 24e-2(a) in
a filing 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:
$495,812,073 - $419,997,436 = $75,814,637 x $.00034483 =
$26,143.16
CERTIFICATE
The undersigned, Treasurer of SMITH BARNEY MANAGED
MUNICIPALS FUND INC. (the
"Fund"), hereby certifies that the Fund has received full
payment, in accordance with the provisions of its
Prospectus, for 32,460,349 shares of common stock, par value
$.01 per share, the sales of which are
reported in the Fund's Rule 24f-2 Notice covering the fiscal
year ended February 28, 1995 and that the
facts otherwise stated in such Notice are true.
/s/ Lewis E. Daidone
Lewis E. Daidone
Treasurer
Dated: April 26, 1995
April 26, 1995
Smith Barney Managed Municipals Fund Inc.
388 Greenwich Street
New York, New York 10013
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Managed
Municipals 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 "Act"), for the Fund's fiscal
year ended February 28, 1995, the undersigned
hereby provides 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, under the Securities Act of 1933, as
amended (the "1933 Act"). The purpose of the
Notice is to make definite the registration of 32,460,349
shares of the Fund (the "Shares") sold in reliance
upon the Rule during the fiscal year ended February 28,
1995.
The undersigned is Vice President and Associate 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
resolutions.
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 1933 Act, the 1940 Act or applicable State "blue sky"
laws in connection with the sales of the Shares.
Very truly yours,
Caren A. Cunningham
Vice President
and Associate
General Counsel
