RULE 24f-2 NOTICE FOR
WESTERN ASSET TRUST, INC.
(1933 Act File No. 33-34929)
1. The fiscal year for which the Notice is filed:
June 30, 1995
2. The number or amount of securities of the same class or series, if any,
which had been registered under the Securities Act of 1933 other than
pursuant to this section but which remained unsold at the beginning of
such fiscal year:
None
3. The number or amount of securities, if any, registered during such
fiscal year other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal year:
$195,242,184 amount of capital stock ($.001 par value)
5. The number or amount of securities sold during such fiscal year in
reliance upon registration pursuant to this section:
$195,242,184 amount of capital stock ($.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares of
capital stock ($.001 par value) sold: $195,242,184
(b) Less the total amount of registered shares
of capital stock ($.001 par value)
redeemed or repurchased: $(15,862,609)
(c) Difference (i.e., (a) less (b)): $179,379,575
(d) Filing fee pursuant to Section 6(b) of 1933 Act
(Line (c) amount x 1/2900) $61,855.03
/s/Marie K. Karpinski
______________________
Marie K. Karpinski
Treasurer
Date: August 29, 1995
August 23, 1995
Western Asset Trust, Inc.
117 East Colorado Boulevard
Pasadena, California 91105
Dear Sir or Madam:
Western Asset Trust, Inc. ("Company") is a corporation organized
under the laws of the State of Maryland by Articles of Incorporation dated May
16, 1990 and Articles Supplementary dated November 13, 1991, and March 29,
1994. We understand that the Company is about to file Rule 24f-2 Notices
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended,
for the purpose of making definite the number of shares which the Company has
registered under the Securities Act of 1933, as amended, and which were sold
during the Company's fiscal year ended June 30, 1995.
We have acted as counsel to the Company in various corporate and
other matters. We have examined copies of the Articles of Incorporation,
Articles Supplementary, and Bylaws, as now in effect, and such other corporate
documents and certificates as we deemed necessary or appropriate for the
purposes of this opinion. Based on the foregoing, it is our opinion that the
shares of capital stock of the Company sold during the fiscal year ended June
30, 1995 and referred to in the Rule 24f-2 Notices, were validly issued and
fully paid and are non-assessable. This opinion is limited to the Maryland
General Corporation Law, and we express no opinion as to any other laws,
including compliance with the Securities Act of 1933, the Investment Company
Act of 1940 or applicable state securities laws in connection with the offers
or sales of shares of capital stock of the Company.
This opinion is rendered solely for your benefit, and may not be
used, relied upon or communicated to any other party without our prior written
consent in each instance. We hereby consent to this opinion accompanying the
Rule 24f-2 Notices which you are about to file with the Securities and
Exchange Commission. We also consent to the reference to our firm under the
caption "Legal Counsel" in the prospectuses and statements of additional
information of the Company filed as part of the Company's registration
statement on Form N1-A.
Very truly yours,
/s/Munger, Tolles & Olson
