CERTIFICATE
The undersigned, Controller of SMITH BARNEY NATURAL
RESOURCES FUND INC.
(the "Fund"), hereby certifies that the Fund has received
full payment, in accordance with the provisions of its
Prospectus, for 26,566,516 shares of common stock, 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
October 31, 1996 and that the facts otherwise stated in
such Notice are true.
Irving P. David
Controller
Dated: December 23, 1996
4
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 Natural Resources Fund Inc.
388 Greenwich Street
New York, N.Y. 10013
2. Name of each series or class of funds for which
this notice is filed:
Class A, B, and C shares
3. Investment Company Act File Number:
811-4757
Securities Act File Number:
33-7339
4. Last day of fiscal year for which this notice is filed:
October 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 SHARES $0
8. Number and amount of securities registered during
the fiscal year other than pursuant to rule 24f-2:
0 SHARES $0
9. Number and aggregate sale price of securities
sold during the fiscal year:
26,566,516 SHARES $ 544,669,046
10 Number and aggregate sale price of securities
sold
. during the fiscal year in reliance upon
registration
pursuant to rule 24f-2:
26,566,516 SHARES $ 544,669,046
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
Balanced a. Investments:
(i) Aggregate sale price of securities sold
during
the fiscal year
in reliance on rule 24f-2 (from Item
10):
$ 544,669,046
(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): - 491,629,316
(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):
53,039,730
(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)]:
__18,289.56
_________
In Issuers should complete lines (ii), (iii), (iv), and
(v) st only if the form is being filed within 60 days
after the ru close of the issuer's fiscal year. See
Instruction C.3.
ct
io
n:
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:
12/26/96
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)*
___________________________________
Irving P.
David - Controller
Date 12/19/96
*Please print the name and title of the signing
officer below the signature.
December
16, 1996
Smith Barney Natural Resources Fund Inc.
388 Greenwich Street
New York, N.Y. 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Natural
Resources 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 October 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 common stock,
$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 26,566,516 shares of
the Fund (the "Shares") sold in reliance upon the Rule
during the fiscal year ended October 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 Articles of Incorporation,
its By-Laws, resolutions adopted by its Directors, 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,
Caren Cunningham
Associate General
Counsel
Smith Barney
Mutual Funds
Management Inc.
