SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Beneficial Interest, $.001 par value
(Title of securities with respect to which Notice is filed)
File Nos. 33-11417 and 811-4994
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
December 1, 1993 to November 30, 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:
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):
938,956 shares
$11,931,912.47
(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):
938,956 shares
$11,931,912.47 (1)
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: January 20, 1995
SMITH BARNEY MASSACHUSETTS
MUNICIPALS FUND
By /s/ Christina
Haage
Christina Haage, Assistant
Treasurer
(1) The actual aggregate sales price for which such securities were
sold was $11,931,912.47. During the fiscal year ended November 30, 1994,
the actual aggregate redemption price of securities of the same class
redeemed by the Registrant was $9,432,701. 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: $11,931,912.47 - $9,432,701 = $2,499,211.47 x $.00034483 =
$861.81.
g:/shared/domestic/clients/funds/mamu/24f2.doc
.
January 20, 1995
Smith Barney Massachusetts Municipals Fund
388 Greenwich Street
New York, New York 10013
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Massachusetts
Municipals Fund, a Massachusetts business trust (the "Fund"), of a Notice
(the "Notice") pursuant Rule 24f-2 under the Investment Company Act of
1940, as amended (the "1940 Act"), for the Fund's fiscal year ended
November 30, 1994, you have requested that the undersigned provide 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, $.001 par value, under the
Securities Act of 1933, as amended. The purpose of the Notice is to make
definite the registration of 938,956 shares of the Fund (the "Shares") sold
in reliance upon the Rule during the fiscal year ended November 30,1994.
The undersigned is Senior Vice President and General Counsel of The
Boston Company Advisors, Inc., the Fund's sub-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 Master Trust Agreement, 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 Fund to the effect that the Fund received the cash consideration for
each of the Shares in accordance with the aforementioned trust documents
and votes.
Smith Barney Massachusetts Municipals Fund
January 20, 1995
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 Securities Act of 1933, as
amended, the 1940 Act or applicable State "blue sky" laws in connection
with the sales of the Shares.
The Fund 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
Fund. However, the Fund's Master Trust Agreement provides that if a
shareholder of the Fund 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 the Fund to be held harmless from and
indemnified against all loss and expense arising from such liability.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund itself
would be unable to meet its obligations.
Very truly yours,
/s/ Mark J. Duggan
Mark J. Duggan
Assistant Vice President
and Counsel
shared\domestic\clients\shearson\funds\mamu\24f2leg.doc
