SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24F-2 NOTICE
for
SMITH BARNEY AGGRESSIVE GROWTH 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 No. 2-84199
The following information is required pursuant to Rule 24f-
2(b)(1):
(i) Period for which Notice is filed:
September 1, 1994 through August 31, 1995
(ii) Number or amount of securities of the same class
or series which have 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 (excluding
shares issued upon reinvestment of dividends):
14,805,603 shares
$392,958,962
(v) Number and amount of securities sold during such
fiscal year in reliance
upon Rule 24f-2 (excludes shares issued upon
reinvestment of dividends):
14,805,603 shares
$392,958,962
An opinion of counsel with respect to the legality of
the above shares accompanies this Notice.
DATED: October 31, 1995
SMITH BARNEY AGGRESSIVE
GROWTH FUND INC.
Thomas M. Reynolds
Controller
The actual aggregate sales price for which such
securities were sold was $392,958,962. During the fiscal
year ended August 31, 1995, the actual aggregate redemption
price of securities of Class A, Class B, Class C and Class Z
shares redeemed by the Registrant was ($282,856,917). 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:
$392,958,962 - ($282,856,917) = $110,102,044 x $.00034483 =
$37,966.22.
CERTIFICATE
The undersigned, Treasurer of SMITH BARNEY AGGRESSIVE
GROWTH FUND INC. (the "Fund"), hereby certifies that the
Fund has received full payment, in accordance with the
provisions of its Prospectus, for 14,805,603 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 August 31, 1995 and that the facts
otherwise stated in such Notice are true.
Lewis E. Daidone
Treasurer
Dated: October 31, 1995
October 31, 1995
Smith Barney Aggressive Growth Fund Inc.
388 Greenwich Street
New York, New York 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney 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 "Act"), for
the Fund's fiscal year ended August 31, 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 14,805,603 shares of the Fund (the
"Shares") sold in reliance upon the Rule during the fiscal
year ended August 31, 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
organizational 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,
Robert Vegliante
Vice President and
Associate General
Counsel
