3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:Smith Barney Principal Return
Fund
388 Greenwich Street
New York, NY 10013
2. Name of each series or class of funds for which this
notice is filed:
Zeros and Appreciation Series 1996
Zeros and Appreciation Series 1998
Zeros Plus Emerging Growth Series 2000
Security and Growth Fund
3. Investment Company Act File Number:
811-5678
Securities Act File Number:
33-25087
4. Last day of fiscal year for which this notice is filed:
November 30, 1995
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:
N/A
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
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:
0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold
during the fiscal year:
37,262,196 SHARES $363,295,839
10 Number and aggregate sale price of securities sold
. during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
37,262,196 SHARES
$363,295,839
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):
INCLUDED IN ITEM 9
12 Calculation of registration fee:
. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_363,295,839___________
(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):
-__91,637,157____________
(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):
__271,658,682___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
__99,365.08______________
Instruc Issuers should complete lines (ii), (iii), (iv),
tion: 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.
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).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
January 10, 1996
SIGNATURES
This report has been signed below by the following
persons on behalf of the issuer and in the capacities
and on the dates indicated.
By (Signature and Title)*
___________________________________
_Thomas M.
Reynolds - Controller_______
Date _1/11/96_
*Please print the name and title of the signing officer
below the signature.
January 11, 1996
Smith Barney Principal Return Fund
388 Greenwich Street
New York, New York 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Principal
Return Fund, a Massachusetts business trust (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 November 30, 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 beneficial 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 37,262,196 shares of the Fund (the
"Shares") sold in reliance upon the Rule during the fiscal
year ended November 30, 1995.
The undersigned is 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. He has
examined copies of the Fund's Articles of Incorporation, its
By-Laws, resolutions adopted by its Board of Trustees, and
such other records and documents as have been deemed
necessary for purposes of this opinion. Furthermore, he has
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, he is 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,
Robert Vegliante
Associate General
Counsel
Smith Barney Mutual
Funds
Management Inc.
