SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON AGGRESSIVE GROWTH 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. 2-84199
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
September 1, 1993 to August 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:
None
(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 of Class A, B, C and D sold
during such fiscal year*:(1)
7,053,686
$171,320,819
____________________________________________________________________
* Excludes shares issued upon reinvestment of dividends.
(v). Number and amount of securities of Class A, B, C and D sold
during such fiscal year in reliance upon registration pursuant to Rule 24f-
2*:(1)
7,053,686
$171,320,819
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: October 31, 1994
SMITH BARNEY SHEARSON
AGGRESSIVE GROWTH FUND INC.
By:/s/ Christina Haage
Christina Haage, Assistant
Treasurer
________________________________________
* Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold was $171,320,819. During the fiscal year ended August 31, 1994 the
actual aggregate redemption price of securities of Class A, B, C and D
redeemed by the Registrant was $202,815,970. 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: $171,320,819 -
$202,815,970 = ($31,495,151) x $.00034483 = $0. Therefore no fee is
required.
shearson funds grow 94-24f-2.doc
October 31, 1994
Smith Barney Shearson Aggressive Growth Fund Inc.
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Shearson Aggressive
Growth 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 August 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, under the Securities Act
of 1933, as amended (the "1933 Act"). The purpose of the Notice is to make
definite the registration of 7,053,686 shares of the Fund (the "Shares")
sold in reliance upon the Rule during the fiscal year ended August 31,
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 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 resolutions.
Smith Barney Shearson Aggressive Growth Fund Inc.
October 31, 1994
Page 2
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,
/s/ Lee D. Augsburger
Lee D. Augsburger
First Vice President
and Deputy General Counsel
shearson funds grow 24f2opn.doc
