SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY TELECOMMUNICATIONS TRUST
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Smith Barney Telecommunications Income Fund
Smith Barney Telecommunications Growth Fund
Shares of Beneficial Interest $.001 par value
(Title of securities with respect to which Notice is filed)
File Nos. 2-86519 and 811-3763
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Fiscal year for which Notice is filed:
January 1, 1994 through December 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:
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 9,121,428 Shares
$0 $112,753,604.75
____________________________________________________________________
* 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*:
Income Fund Growth Fund
0 shares 9,121,428 Shares
$0 (1) $112,753,604.75 (2)
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: February 24, 1995
SMITH BARNEY
TELECOMMUNICATIONS TRUST
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 $0. During the fiscal year ended December 31, 1994 the
actual aggregate redemption price of securities of the same class
redeemed by the Registrant was $4,892,206. 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 - $4,892,206 = 0 x $.00034483 = $0.00. Therefore, no fee
is required.
(2) The actual aggregate sales price for which such securities
were sold was $112,753,604.75. During the fiscal year ended December
31, 1994 the actual aggregate redemption price of securities of the same
class redeemed by the Registrant was $58,942,950. 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: $112,753,604.75 - $58,942,950 = 53,810,654.75 x .00034483 =
$18,555.53.
s:/domestic/clients/shearson/funds/att/24f-295.doc
February 24, 1995
Smith Barney Telecommunications Trust
One Boston Place
Boston, MA 02108
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney 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,
1994, 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, 1994.
Portfolio Shares
Telecommunications Growth Fund 9,121,428
Telecommunications Income Fund 0
The undersigned is Assistant Vice President and Counsel of The Boston
Company Advisors, Inc., the Trust's sub-administrator, 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 Telecommunications Trust
February 24, 1995
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 shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its
obligations.
Very truly yours,
/s/ Mark J. Duggan
Mark J. Duggan
Assistant Vice President
and Counsel
