December 26, 1996
Smith Barney World Funds, Inc.
388 Greenwich Street
New York, N.Y. 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney World
Funds, Inc., a Maryland Corporation (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 October 31, 1996, 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 common
stock, $0.001 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
62,978,874 shares of the Fund (the "Shares") sold in
reliance upon the Rule during the fiscal year ended
October 31, 1996.
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.
She has examined copies of the Fund's Articles of
Incorporation, its By-Laws, resolutions adopted by its
Directors, and such other records and documents as have
been deemed necessary for purposes of this opinion.
Furthermore, she has examined a Certificate of the
Controller 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, she 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,
Nancy Le Donne
Associate
General Counsel
Smith Barney
Mutual Funds
Management Inc.
CERTIFICATE
The undersigned, Controller of SMITH BARNEY WORLD
FUNDS, INC.
(the "Fund"), hereby certifies that the Fund has received
full payment, in accordance with the provisions of its
Prospectus, for 62,978,874 shares of common stock, par
value $0.001 per share, the sales of which are reported in
the Fund's Rule 24f-2 Notice covering the fiscal year ended
October 31, 1996 and that the facts otherwise stated in
such Notice are true.
Irving P. David
Controller
Dated: December 10, 1996
6
U.S. SECURITIES AND EXCHANGE
COMMISSION Washington,
D.C. 20549
FORM 24F-2
Annual Notice of Securities
Sold Pursuant to Rule
24f2
1. Name and address of issuer:
Smith Barney World Funds, Inc.
388 Greenwich Street
New York, N.Y. 10013
2. Name of each series or class of funds
for which this notice is filed:
European Portfolio-Class A, B & C shares
Pacific Portfolio-Class A, B & C shares
International Balanced Portfolio-Class A, B, C &
Y shares
International Equity Portfolio-Class A, B, C, Y &
Z shares
Global Government Bond Portfolio-Class A, B, C &
Y shares
Emerging Markets Portfolio-Class A, B & C shares
3. Investment Company Act File Number:
811-6290
Securities Act File Number:
33-39564
4. Last day of fiscal year for which this notice is
filed: October 31, 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:
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
24f2 in a prior fiscal year, but which remained unsold
at the beginning of the fiscal year:
0 SHARES $0
8. Number and amount of securities registered during
the fiscal year other than pursuant to rule 24f-2:
202,925 SHARES
$869.91
9. Number and aggregate sale price of
securities sold during the fiscal year:
62,978,874 SHARES
$1,091,012,070
10 Number and aggregate sale price of
securities sold . during the fiscal year in
reliance upon
registration
pursuant to rule 24f-2:
European Portfolio
2,260,819
SHARES
$35,932,358
Emerging Markets Portfolio
1,053,732
SHARES
$20,133,650
Global Government Bond Portfolio
2,391,260
SHARES
$24,948,998
International Equity Portfolio
57,712,844
SHARES
$956,756,721
International Balanced Portfolio
1,742,459
SHARES
$23,382,817
Pacific Portfolio
2,614,835
SHARES
$27,337,687
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 for European
Portfolio: a. (i) Aggregate sale price of
securities sold
during
the fiscal year
in reliance on rule 24f-2 (from Item
10):
$ 35,932,358
(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): - 35,932,358
(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):
0
(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)]:
__0
_____________
12 Calculation of registration fee for Emerging
Markets b. Portfolio:
(i) Aggregate sale price of securities sold
during
the fiscal year
in reliance on rule 24f-2 (from Item
10):
$_20,133,650___________
(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): -__11,666,068____________
(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):
__8,472,582___________
(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)]:
__2,921.58
_____________
12 Calculation of registration fee for Global
Government c. Bond Portfolio:
(i) Aggregate sale price of securities
sold
during
the fiscal year
in reliance on rule 24f-2 (from
Item
10):
$_24,948,998___________
(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): -__24,948,998____________
(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):
__0 ___________
(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)]:
__0
_____________
12 Calculation of registration fee for
International Equity d. Portfolio:
(i) Aggregate sale price of securities
sold
during
the fiscal year
in reliance on rule 24f-2 (from
Item
10):
$_956,756,721___________
(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): -__823,699,9520_________
(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):
__133,056,769___________
(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)]:
__45,881.64
_____________
12 Calculation of registration fee for
International e. Balanced Portfolio:
(i) Aggregate sale price of securities sold
during
the fiscal year
in reliance on rule 24f-2 (from Item
10):
$_23,379,917___________
(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): -__6,997,464____________
(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):
_16,382,453___________
(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)]:
__5,649.12
_____________
12 Calculation of registration fee for Pacific
Portfolio: f. (i) Aggregate sale price
of
securities sold
during
the fiscal year
in reliance on rule 24f-2 (from Item
10):
$_27,337,687___________
(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): -__25,526,221____________
(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):
_1,811,466 ___________
(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)]:
_624.64
_____________
In Issuers should complete lines (ii), (iii), (iv),
and (v) st only if the form is being filed within 60
days after the ru close of the issuer's fiscal year.
See Instruction C.3. ct
io
n:
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:
12/26/96
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)*
Irving P. David - Controller
Date 12/26/96
*Please print the name and title of the
signing officer
below the signature.
