SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON ARIZONA MUNICIPALS FUND INC.
(Name of Registrant)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices)
Common Stock, $.001 par value
(Title of securities with respect to which Notice is filed)
File Nos. 33-12792 and 811-5066
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
June 1, 1993 to May 31, 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*
1,943,010 shares
$20,392,994
_______________________________
* 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*
1,943,010 shares
$20,392,994
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: July 27, 1994
SMITH BARNEY SHEARSON
ARIZONA MUNICIPALS FUND INC.
By /s/ Christina Haage
Christina Haage, Assistant
Treasurer
__________________________________
* Excludes shares issued upon reinvestment of dividends
(1) The actual aggregate sales price for which such securities were sold
was $20,392,994. During the fiscal year ended May 31, 1994 the actual
aggregate redemption price of securities of Class A and B redeemed by the
Registrant was $7,449,747. No portion of such redemption price has been
applied by the Registrant pursuant to Rule 24e-2(a) in filings 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 securities
sold is calculated as follows: $20,392,994 - $7,449,747 = $12,943,247 x
$.00034483 = $4,463.22. Therefore, a registration fee for the amount
calculated has been wire transferred.
g:/shared/domestic/clients/funds/azmu/24f2.doc
July 28, 1994
Smith Barney Shearson Arizona 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 Arizona
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 May 31, 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, $.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 1,943,010 shares of the Fund
(the "Shares") sold in reliance upon the Rule during the fiscal year ended May
31, 1994.
The undersigned is the First Vice President of Smith Barney 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 Arizona Municipals Fund Inc.
July 28, 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
First Vice President
