U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Smith Barney Inc.
388 Greenwich Street, 23rd Fl.
New York, NY 10013
2. Name of each series or class of funds for which this notice is filed:
Smith Barney Shearson Unit Trusts,
High Yield Municipal Series 3
3. Investment Company Act File Number: 811-5208
Securities Act File Number: 33-15971
4. Last day of fiscal year for which this notice is filed:
December 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: / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instr ction A.6):
Not Applicable
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:
None
C/M: 12073.0000 462181.1
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
1,276,019 Units $727,611.55
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,276,019 Units $727,611.55
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):
None
12. Calculation of registration fee:
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 727,611.55
-----------------------------
(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): - 598,567.87
-----------------------------
(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): 129,043.68
-----------------------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see instruction C.6): x 1/3300%
-----------------------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 39.10
-----------------------------
Instruction: Issuers should complete lines (ii), (iii), (iv) 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.
</TABLE>
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). / /
Exhibit: Opinion of Messrs. Battle Fowler LLP
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 27, 1997
C/M: 12073.0000 462181.1
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issu r and in the capacities and on the dates indicated.
By SMITH BARNEY INC.
By (Signature and Title)* /s/ KEVIN KOPCZYNSKI
-----------------------------------
Kevin Kopczynski
First Vice President
Date: February 28, 1997
* Please print the name and title of the signing officer below the signature.
C/M: 12073.0000 462181.1
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
(212) 856-6853
February 28, 1997
Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Gentlemen:
We have acted as special counsel to Smith Barney Inc. as Sponsor
(the "Sponsor") of Smith Barney Shearson Unit Trusts, High Yield Municipal
Series 3 (the "Trust") in connection with the preparation by the Trust of a Rule
24f-2 Notice (the "Rule 24f-2 Notice") covering the registration of units of
fractional undivided interest (the "Units") in the Trust.
In connection with our representation, we have examined copies of
the Trust Agreement, the Registration Statement, and such other Trust records
and documents as we deemed necessary for the purpose of this opinion.
We have also examined such other documents, papers, statutes and
authorities as we deemed necessary for the purposes of this opinion. In
rendering this opinion we have assumed the genuineness of all signatures, the
authenticity and completeness of all documents, certificates and instruments
submitted to us as originals, the conformity with the originals of all
documents, certificates and instruments submitted to us as copies and the legal
capacity to sign of all individuals executing such documents, certificates and
instruments, and we have relied upon statements and certificates of officers and
representatives of the Sponsor and others.
C/M: 12073.0000 463489.1
<PAGE>
2
We have assumed that each party has duly authorized, executed and
delivered the Trust Agreement, Registration Statement and other instruments,
certificates, agreements, documents executed in connection with the transactions
contemplated thereby (collectively "UIT Documents") to which it is a party.
We have assumed that each party is duly qualified and has full power
and authority to perform its obligations under the UIT Documents and the
transactions contemplated by the UIT Documents.
We have assumed that each party complied with all orders, rules,
regulations applicable to it or in connection with the UIT Documents or the
transactions contemplated thereby. We have further assumed that no party to the
transaction contemplated by the UIT Documents is subject to any statute, rule or
regulation, or to any impediment to which contracting parties are not generally
subject, which requires such party to obtain the authorization or consent of, or
to register or make a declaration or filing with, or inquiry of any governmental
agency or regulatory authority.
Based on such examination and assumptions, we are of the opinion
that the Units, the registration of which this Notice makes definitive, when
sold by the Depositor and purchased and paid for by the Unitholder, duly
executed, authenticated and delivered in accordance with the Trust Agreement and
the Registration Statement relating to such Units, the Units were validly
issued, fully paid and nonassessable.
We are not admitted to the practice of law in any jurisdiction but
the State of New York and we do not hold ourselves out as experts in or express
any opinion as to the laws of other states or jurisdictions except as to matters
of Federal and Delaware corporate law.
We hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice.
Very truly yours,
BATTLE FOWLER LLP
