SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
Smith Barney Shearson New Jersey 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. 33-18779 & 811-5486
The following information is required pursuant to Rule 24f-2(b) (1):
(i) Period for which Notice is filed:
April 1, 1993 through March 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 remain 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*:
4,307,250 shares
$58,676,449
(v) Number and Amount of securities sold during such
fiscal year in reliance upon registration pursuant to Rule 24f-2*:
4,307,250 shares
$58,676,449
*Excludes shares issued upon reinvestment of dividends.
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
Dated: May 26, 1994
Smith Barney Shearson New Jersey Municipals Fund
Inc.
By: /s/ Christina Haage
Christina Haage, Assistant Treasurer
The actual aggregate sales price for which such securities were
sold was $58,676,449. During the fiscal year ended March 31, 1994
the actual aggregate redemption price of securities of the same class
redeemed by the Registrant was $19,203,022. No portion of such
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: $58,676,449 - $19,203,022 = $39,473,427 x
$.00034483 = $13,611.62.
May 26, 1994
Smith Barney Shearson New Jersey Municipals Fund Inc.
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Shearson New Jersey
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 March 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 4,307,250 shares of the Fund
(the "Shares") sold in reliance upon the Rule during the fiscal year ended May
31, 1994.
The undersigned is Vice President and Associate 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 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 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 charter 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,
/s/ Lee D. Augsburger
Lee D. Augsburger
Vice President and
Associate General Counsel
