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, 1997
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: 4,646,408.722
Sale Price: $492,420,555.70
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 4,646,408.722
Sale Price: $492,420,555.70
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): $492,420,555.70
(ii) Aggregate price of shares issued in connection with dividend
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reinvestment plans (from Item 11, if applicable): n/a
(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): $(208,307,074.69)
(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): $284,113,481.01
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): 1/3300
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]:
$86,094.99
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 22, 1997
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 22, 1997
[MUNGER, TOLLES & OLSON LLP] LETTERHEAD
August 11, 1997
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, 1997.
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, 1997 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
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MUNGER, TOLLES & OLSON LLP
Western Asset Trust, Inc.
August 11, 1997
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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 LLP
Munger, Tolles & Olson
