SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY CALIFORNIA MUNICIPALS 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 Nos. 2-89548 and 811-3970
The following information is required pursuant to Rule 24f-
2(b)(1):
(i). Period for which Notice is filed:
March 1, 1994 to February 28, 1995
(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 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 (excludes shares issued upon
reinvestment of dividends):
6,171,847 shares
$93,182,070
(v.) Number and amount of securities sold during such
fiscal year in reliance upon registration
pursuant to Rule 24f-2 (excludes shares issued upon
reinvestment of dividends):
6,171,847
$93,182,0701
An opinion of counsel with respect to the legality of the
above shares accompanies this Notice.
DATED: April 26, 1995
SMITH BARNEY CALIFORNIA
MUNICIPALS FUND INC.
Lewis Daidone
Treasurer
CERTIFICATE
The undersigned, Treasurer of SMITH BARNEY CALIFORNIA
MUNICIPALS FUND INC. (the "Fund"), hereby certifies that the
Fund has received full payment, in accordance with the
provisions of its Prospectus, for 6,171,847 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 February 28, 1995 and that the facts otherwise
stated in such Notice are true.
Lewis Daidone
Treasurer
Dated: April 26, 1995
April 26, 1995
Smith Barney California Municipals Fund Inc.
388 Greenwich Street
New York, New York 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney
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
"Act"), for the Fund's fiscal year ended February 28, 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 6,171,847 shares of the Fund (the
"Shares") sold in reliance upon the Rule during the fiscal
year ended February 28, 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
charter 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,
Caren Cunningham
Vice President and
Associate General
Counsel
_______________________________
1 The actual aggregate sales price for which such securities
were sold was $93,182,070. During the fiscal year ended
February 28, 1995, the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was
$91,435,483. 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:
$93,182,070 - $91,435,483 = $1,746,647 x $.00034483 =
$602.30
