<PAGE> 1
Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant To Rule 24f-2
1.Name and Address of Issuer: MANAGED ASSETS TRUST
2.Name of Each Series or Class of Funds For Which This Notice
is Filed:
3.Investment Company Act File Number: 811-3568
Securities Act File Number: 2-79359
4.Last Day of Fiscal Year For Which This Notice is Filed:
DECEMBER 31, 1996
5.Check Box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration: [ ]
6.Date of termination of issuer's declaration under Rule
24f-2(a)(1) if applicable (see Instruction A.6):
7.Number and 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 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
0
8.Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2:
0
9.Number and aggregate sale price of securities sold during
the fiscal year:
0
10.Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
0
<PAGE> 2
11.Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable (see instruction B.7):
12.Calculation of registration fee:
<TABLE>
<S> <C> <C>
(I) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 0
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 0
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
- 0
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
Rule 24e-2 (if applicable): + 0
--------------------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f2[line(i), plus
line (ii), less line (iii), plus line
(iv)] if (applicable): 0
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation
(see instruction C.6): X.000344827586
-------------------------
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 0
===========================
</TABLE>
<PAGE> 3
Instruction: Issuers should complete lines (ii), (iii),
(iv), and (v) only if the form is being filed
within 60 days after the close of the issuer's
fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Kathleen A. McGah
-----------------------------------------
Counsel and Assistant Secretary
-----------------------------------------
Date: 2/27/97
------------------
* Please print the name and title of the signing
officer below the signature.
OPINION OF COUNSEL
RE: Opinion of Counsel in Connection with
Rule 24f-2 Notice for Managed Assets Trust, File No. 2-79359
To Whom It May Concern:
Managed Assets Trust ("Trust") is filing its Rule 24f2 Notice
to which this opinion is appended to make
the issuance of such shares definite in number for its
fiscal year ended December 31, 1996. In my opinion, such
shares, if issued and sold in accordance with the Trust's
ByLaws, Declaration of Trust (as amended), and offering
Prospectus, were legally issued, fully paid and
nonassessable by the Trust, entitling the holders thereof
to the rights set forth in the By-Laws and Declaration of
Trust, as amended, and subject to the limitations stated
therein.
My opinion is based upon my examination of
the Trust's By-Laws (including any amendments thereto),
Declaration of Trust, the Trust's Prospectus, and a
review of the minutes of the Board of Trustees of the
Trust authorizing the issuance of such shares.
I hereby consent to the use of this opinion
in connection with the Rule 24f-2 Notice filed by Managed
Assets Trust making definite the number of such additional
shares issued.
Very truly yours,
/s/ Kathleen A. McGah
- --------------------------------------------------
Counsel and Assistant Secretary
The Travelers Life and Annuity Company
Dated: February 27, 1997
