SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON TELECOMMUNICATIONS TRUST
(Name of Registrant)
One Boston Place, Boston, Massachusetts 02108
(Address of principal executive offices)
Telecommunications Income Fund
Telecommunications Growth Fund
Shares of Beneficial Interest $.001 par value
(Title of securities with respect to which Notice is filed)
File No. 2-86519
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Fiscal year for which Notice is filed:
January 1, 1993 through December 31, 1993
(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:
Income Fund Growth Fund
None None
(iii) Number or amount of securities, if any, registered during such
fiscal year
other than pursuant to Rule 24f-2:
Income Fund Growth Fund
None None
(iv) Number and amount of securities sold during such fiscal year*:
Income Fund Growth Fund
0 shares 16,645,444 Shares
$0 $208,597,630
____________________________________________________________________
* Excludes shares issued upon reinvestment of dividends.
(v). Number and amount of securities sold during such period in
reliance upon
registration pursuant to Rule 24f-2*: SEE EXHIBIT A
Income Fund Growth Fund
0 shares 16,645,444 Shares
$0 (1) $208,597,630 (2)
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: February 28, 1994
SMITH BARNEY SHEARSON
TELECOMMUNICATIONS TRUST
By________________________________
Christina Haage
Assistant Treasurer
________________________________________
* Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities
were sold was $0. During the fiscal year ended December 31, 1993 the
actual aggregate redemption price of securities of the same class
redeemed by the Registrant was $5,157,640. No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule
243-2(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: $0 - $5,157,640 x $.00034483 = $0.00. Therefore, no fee is
required.
(2) The actual aggregate sales price for which such securities
were sold was $208,597,630. During the fiscal year ended December 31,
1993 the actual aggregate redemption price of securities of the same
class redeemed by the Registrant was $29,879,856. 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: $208,597,630 - $29,879,856 = 178,717,774 x .00034483 =
61,627.25
g/shared/domestic/clients/shearson/funds/att/24f-2
February 28, 1994
Smith Barney ShearsonTelecommunications Trust
One Boston Place
Boston, MA 02108
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Shearson
Telecommunications Trust, a Massachusetts business trust (the "Trust"), of a
Notice (the "Notice") pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended (the "1940 Act"), for the Trust's fiscal year ended
December 31, 1993, you have requested that the undersigned provide the legal
opinion required by that Rule.
In accordance with Rule 24f-2, the Trust has registered an indefinite
number of shares of beneficial interest, $.001 par value per share, under the
Securities Act of 1933, as amended (the "1933 Act"). The purpose of the
Notice is to make definite the registration of the following shares of the
Trust (the "Shares") sold in reliance upon the Rule during the fiscal year
ended December 31, 1993.
Portfolio Shares
Telecommunications Growth Fund 16,645,444
Telecommunications Income Fund 0
The undersigned is Assistant Vice President and Counsel of The Boston
Company Advisors, Inc., the Trust's investment adviser, and in such capacity,
from time to time and for certain purposes, acts as counsel to the Trust. I
have examined copies of the Trust's Agreement and Declaration of Trust, its
By-Laws, votes adopted by its Board of Trustees, 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
Trust to the effect that the Trust received the cash consideration for each of
the Shares in accordance with the aforementioned charter documents and votes.
Smith Barney Shearson Telecommunications Trust
February 28, 1994
Page 2
On the basis of the foregoing, and assuming all of the Shares were sold
in accordance with the terms of the Trust'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.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Agreement and Declaration of Trust provides that if any
shareholder of any series of the Trust is charged or held personally liable
solely by reason of being or having been a shareholder, the shareholder shall
be entitled out of the assets of said series to be held harmless from and
indemnified against all loss and expense arising from such liability. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust itself would be
unable to meet its obligations.
Very truly yours,
Christine A. Pastelis
Assistant Vice President
and Counsel
