FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Western Asset Trust, Inc.
2. Name of each series or class of funds for which this notice is filed:
Western Asset Core Portfolio
Western Asset Intermediate Portfolio
Western Asset Limited Duration Portfolio
Western Asset International Securities Portfolio
3. Investment Company Act File Number: 811-06110
Securities Act File Number: 33-34929
4. Last day of fiscal year for which this notice is filed: June 30, 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 instruction A.6):
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:
Number: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule
24f-2:
Number: None
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 4,431,568
Sale Price : $445,089,950
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 4,431,568
Sale Price: $445,089,950
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): n/a
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): $445,089,950
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): n/a
(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): $(225,143,747)
(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):
$219,946,203
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): 1/2900
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: $75,843.52
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the 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: August 27, 1996
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Date August 28, 1996
August 21, 1996
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, March 29, 1994
and March 1, 1996. 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, 1996.
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, 1996 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
