May 22, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Smith Breeden Trust- Market Tracking Fund (the "Fund")
File Nos. 33-44909 and 811-6520
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
you are hereby notified as follows:
(a) the fiscal year for which this notice is filed is the year
ended March 31, 1995.
(b) the number or amount of securities of the same class or series
of the Fund which had been registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained unsold at
the beginning of the year was: 188,481 shares.
(c) the number or amount of securities of the Fund sold during the
fiscal year other than pursuant to Rule 24f-2 was: 19,300 shares.
(d) the number or amount of securities of the Fund sold during such
fiscal year was: 19,300 shares.
(e) the number or amount of securities of the Fund sold during such
fiscal year in reliance upon registration pursuant to Rule 24f-2
was: NONE
Since no securities were sold pursuant to Rule 24f-2, during the
fiscal year ended March 31, 1995, we have not included in this
filing as an exhibit an opinion of counsel with respect to the
validity, legality, and nonassessability of the issuance of
securities sold during this period. Such opinions were filed as
exhibits to the registration statements filed with the Commission
on March 31, 1994 and August 1, 1994 registering under Rule 24e-2
all shares sold during this period.
Very truly yours,
Smith Breeden Trust
By: Marianthe S. Mewkill, Treasurer and Clerk
Footnote: Calculation of filing fee pursuant to Rule 24f-2(c):
(1) Aggregate sales prices of securities sold pursuant
to Rule 24f-2 during the fiscal year
(see paragraph (e) above): NONE
(2)(a) Aggregate redemption or repurchase
price of securities redeemed or repurchased
during fiscal year: N/A
(b) Amount previously applied during
fiscal year: NONE
(c) Available credit: N/A
(d) Amount of available credit applied
in this notice: N/A
(3) Securities deemed sold for filing fee
calculation: NONE
(4) Filing fee due: NONE
