SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
for
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(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, 1994 to May 31, 1995
(ii) Number or amount of securities of the same class
or series which have 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 (excluding
shares issued upon reinvestment of dividends):
1,317,290 shares
$12,709,113
(v) Number and amount of securities sold during such
fiscal year in reliance
upon Rule 24f-2 (excludes shares issued upon
reinvestment of dividends):
1,317,290 shares
$12,709,113
An opinion of counsel with respect to the legality of
the above shares accompanies this Notice.
DATED: July 17, 1995
SMITH BARNEY ARIZONA
MUNICIPALS FUND INC.
Lewis Daidone
Treasurer
The actual aggregate sales price for which such
securities were sold was $12,709,113. During the fiscal year
ended May 31, 1995, the actual aggregate redemption price of
securities of Class A, Class B and Class C shares redeemed
by the Registrant was $14,208,265. 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:
$12,709,113 - $14,208,265 = ($1,499,152) x $.00034483 =
$516.95. Therefore, no registration fee is necessary.
CERTIFICATE
The undersigned, Treasurer of SMITH BARNEY ARIZONA
MUNICIPALS FUND INC. (the "Fund"), hereby certifies that the
Fund has received full payment, in accordance with the
provisions of its Prospectus, for 1,317,290 shares of common
stock, par value $.001 per share, the sales of which are
reported in the Fund's Rule 24f-2 Notice covering the fiscal
year ended May 31, 1995 and that the facts otherwise stated
in such Notice are true.
Lewis Daidone
Treasurer
Dated: July 17, 1995
July 17, 1995
Smith Barney Arizona 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 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 "Act"), for
the Fund's fiscal year ended May 31, 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, $.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 1,317,290 shares of the Fund (the
"Shares") sold in reliance upon the Rule during the fiscal
year ended May 31, 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
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, 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
