SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON CALIFORNIA MUNICIPALS 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 Nos. 2-89548 & 811-3970
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
March 1, 1993 to February 28, 1994
(ii) Number or 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 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*:
7,175,459 shares
$119,831,801
____________________________________________________________________
* Excludes shares issued upon reinvestment of dividends.
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2*: See Exhibit A
7,175,459 shares
$119,831,801
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: April 25, 1994
SMITH BARNEY SHEARSON
CALIFORNIA MUNICIPALS FUND INC.
By: /s/ Vincent Nave
Vincent Nave, Treasurer
___________________________________
*Excluded shares issued upon reinvestment of dividends
The actual aggregate sales price for which such securities were sold was
$119,831,801. During the fiscal year ended February 28, 1994 the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $59,927,936. No portion of such 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: $119,831,801 - $59,927,936 = $59,903,865 x
$.00034483 = $20,656.65.
g:/shared/domestic/clients/shearson/funds/camu/24f2.doc
April 25, 1994
Smith Barney Shearson California Municipals Fund Inc.
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Dear Sir or Madam:
In connection with the filing by Smith Barney Shearson California
Municipals 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 February 28, 1994,
you have requested that the undersigned provide the legal opinion required by
that Rule.
In accordance with Rule 24f-2 (the "Rule"), the Fund has registered an
indefinite number of shares of common stock interest, $.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 7,175,459 shares of the Fund
(the "Shares") sold in reliance upon the Rule during the fiscal year ended
February 28, 1994.
The undersigned is Vice President and Associate General Counsel of The
Boston Company Advisors, 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 charter documents and resolutions.
Smith Barney Shearson California Municipals Fund Inc.
April 25, 1994
Page Two
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
Vice President and
Associate General Counsel
