7
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Smith Barney Muni Funds
388 Greenwich Street
New York, NY 10013
2. Name of each series or class of funds for which this
notice is filed:
Georgia Portfolio - Class A, B, and C shares
Ohio Portfolio - Class A, B, and C shares
Pennsylvania Portfolio - Class A, B, and C shares
New York Portfolio - Class A, B, and C shares
National Portfolio - Class A, C and Y shares
Limited Term Portfolio - Class A and C shares
Florida Portfolio - Class A, B, C and Y shares
Florida Limited Portfolio - Class A and C shares
New York Money Market Portfolio - Class A shares
California Money Market Portfolio - Class A shares
3. Investment Company Act File Number:
811-4395
Securities Act File Number:
2-99861
4. Last day of fiscal year for which this notice is filed:
March 31, 1996
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close of
the fiscal year but before termination of the issuer's
24f-2 declaration:
N/A
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
7. Number and 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 in a prior
fiscal year, but which remained unsold at the beginning
of the fiscal year:
0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
Limited Term Portfolio
8,626,933 SHARES $58,231,798
Florida Limited Portfolio
867,728 SHARES
$5,996,820
9. Number and aggregate sale price of securities sold
during the fiscal year:
8,414,720,279 SHARES $17,728,863,354
10 Number and aggregate sale price of securities sold
. during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
Georgia Portfolio
765,812 SHARES
$9,695,917
Ohio Portfolio
363,145 SHARES
$4,507,531
Pennsylvania Portfolio
1,418,556 SHARES
$18,269,624
New York Portfolio
51,850,707 SHARES
$702,066,137
National Portfolio
5,591,304 SHARES
$77,285,098
Limited Term Portfolio
9,057,143 SHARES
$60,675,920
Florida Portfolio
6,266,570 SHARES
$84,627,525
Florida Limited Portfolio
313,437 SHARES
$2,130,400
New York Money Market Portfolio
3,198,341,159 SHARES
$3,198,341,159
California Money Market Portfolio
5,136,861,262 SHARES
$5,136,861,262
11 Number and aggregate sale price of securities issued
. during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction B.7):
INCLUDED IN ITEM 9
12 Calculation of registration fee for Georgia Portfolio:
a. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_9,695,917___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__4,202,205____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__5,493,712___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __1,894.38
_____________
12 Calculation of registration fee for Ohio Portfolio:
b. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_4,507,531___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__1,033,839____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__3,473,692___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __1,197.82
_____________
12 Calculation of registration fee for Pennsylvania
c. Portfolio:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_18,269,624___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__4,761,052____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__13,508,572___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __4,658.13
_____________
12 Calculation of registration fee for New York Portfolio:
d. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_702,066,137___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__31,148,509____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__670,917,628___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __231,350.91
_____________
12 Calculation of registration fee for National Portfolio:
e. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_77,285,098___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__77,285,098____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__0___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __0
_____________
12 Calculation of registration fee for Limited Term
f. Portfolio:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_60,675,920___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__60,675,920____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__0___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __0
_____________
12 Calculation of registration fee for Florida Limited
g. Portfolio:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_2,130,400___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__2,130,400____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__0___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __0
_____________
12 Calculation of registration fee for Florida Portfolio:
h. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_84,627,525___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__32,417,471____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__52,210,054___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __18,003.47
_____________
12 Calculation of registration fee for New York Money
i. Market Portfolio:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_3,198,341,159___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__3,024,242,064____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__174,099,095
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __60,034.17
_____________
12 Calculation of registration fee for California Money
j. Market Portfolio:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_5,136,861,262___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__4,744,319,892____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__392,541,370___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __135,359.09
_____________
Instruc Issuers should complete lines (ii), (iii), (iv),
tion: and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
13 Check box if fees are being remitted to the Commission's
. lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17
CFR 202.3a).
[ x ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
5/30/96
SIGNATURES
This report has been signed below by the following
persons on behalf of the issuer and in the capacities
and on the dates indicated.
By (Signature and Title)*
___________________________________
_Thomas M.
Reynolds - Controller_______
Date _5/30/96_
*Please print the name and title of the signing officer
below the signature.
CERTIFICATE
The undersigned, Controller of SMITH BARNEY MUNI
FUNDS (the "Fund"), hereby certifies that the Fund has
received full payment, in accordance with the provisions
of its Prospectus, for 8,414,720,279 shares of beneficial
interest, par value $0.001 per share, the sales of which
are reported in the Fund's Rule 24f-2 Notice covering the
fiscal year ended March 31, 1996 and that the facts
otherwise stated in such Notice are true.
Thomas M. Reynolds
Controller
Dated: May 30, 1996
May 30, 1996
Smith Barney Muni Funds
388 Greenwich Street
New York, New York 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Muni
Funds, 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 "Act"), for
the Fund's fiscal year ended March 31, 1996, 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 beneficial interest,
$0.001 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 8,414,720,279 shares of
the Fund (the "Shares") sold in reliance upon the Rule
during the fiscal year ended March 31, 1996.
The undersigned is 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. She has
examined copies of the Fund's Declaration of Trust, its By-
Laws, resolutions adopted by its Trustees, and such other
records and documents as have been deemed necessary for
purposes of this opinion. Furthermore, she has examined a
Certificate of the Controller 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, she is 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,
Nancy W. Le Donne
Associate General
Counsel
Smith Barney Mutual
Funds
Management Inc.
