SMITH BARNEY PRINCIPAL RETURN FUND, 497J, 1995-04-05

SMITH BARNEY PRINCIPAL RETURN FUND
497J, 1995-04-05

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							April 5, 1995


VIA EDGAR


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washingotn, D.C.  20549

ATTN:	Office of Filings, Information and Consumer Services

  RE:	Smith Barney Principal Return Fund (the "Fund")
	Zeros and Appreciation Series 1996
	Zeros and Appreciation Series 1998
	Zeros Plus Emerging Growth Series 2000
	File Nos.  33-25087 and 811-3019

Gentlemen:

	Pursuant to Rule 497(j) under the Securites Act of 1933, as amended, 
please accept this letter as certification that the prospectus and 
statement of additional information for the above-referenced Fund does not 
differ from that contained in Post-Effective Amendment No. 17 (the 
"Amendment") to the Fund's Registration Statement on From N-1A.  The 
Amendment was filed electronically on March 29, 1995.

	Any comments on this filing should be directed to James B. O'Connell, 
Senior Legal Product Manager, at (617) 722-3931.

	Please return an electronic transmittal as evidence of your receipt 
of this filing.

						Very truly yours,


						/s/ Robert Vegliante
						Robert Vegliante
						Assistant Secretary

prtn\497j.doc