SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON ADJUSTABLE RATE
GOVERNMENT INCOME FUND
(Name of Registrant)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices)
Beneficial Interest $.001 par value
(Title of securities with respect to which Notice is filed)
File Nos. 811-6663 & 33-47782
The following information is required pursuant to Rule 24f-2(b)(1):
(i). Period for which Notice is filed:
June 1, 1993 to May 31, 1994
(ii). Number or amount of securities of the same class or series which
had been registered under the Securities Act of 1933, as amended, other than
pursuant to Rule
24f-2 but which remained unsold at the beginning of such fiscal period:
None
(iii). Number or amount of securities, if any, registered during
such fiscal period other than pursuant to Rule 24f-2:
None
(iv). Number and amount of securities sold during such fiscal period*
Class A Class B Class D**
37,723,115 shares 1,642,723 shares 12,666 shares
$375,317,501(1) $16,273,982(2) $126,234(3)
_________________________________________________________________
*Excludes shares issued upon reinvestment of dividends.
**The Fund commenced selling Class D shares on June 2, 1993
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2: (1)
Class A Class B Class D
37,723,115 shares 1,642,723 shares 12,666 shares
$375,317,501 $16,273,982 $126,234
An opinion of counsel with respect too the legality of the above shares
accompanies this Notice.
DATED: July 28, 1994
SMITH BARNEY SHEARSON ADJUSTABLE
RATE GOVERNMENT INCOME FUND
/s/Christina Haage
Christina Haage
Assistant Treasurer
(1) The actual aggregate sale price for which such securities were sold
was $375,317,501. During the fiscal year ended May 31, 1994, the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $410,594,238. No portion of such aggregate redemption price
has been applied by the Registrant pursuant to Rule 24e-2(a) in a filing made
pursuant to Section 24(e) (1) of the Investment Company Act of 1940, as
amended. Pursuant to Rule 24f-2(c), the registration fee with respect to the
securities sold is calculated as follows: $375,317,501 - $410,594,238 =
($35,276,737) x $.00034483 = ($12,164). Therefore, no fee is required.
(2) The actual aggregate sale price for which such securities were sold
was $16,273,982. During the fiscal year ended May 31, 1994, the actual
aggregate redemption price of securities of the same class redeemed by the
Registrant was $11,441,168. No portion of such aggregate redemption price has
been applied by the Registrant pursuant to Rule 24e-2(a) in a filing made
pursuant to Section 24(e) (1) of the Investment Company Act of 1940, as
amended. Pursuant to Rule 24f-2(c), the registration fee with respect to the
securities sold is calculated as follows: $16,273,982 - $11,441,168 =
4,832,814 x $.00034483 = $1,666.00.
(3) The actual aggregate sale price for which such securities were sold
was $126,234. During the fiscal year ended May 31, 1994, the actual aggregate
redemption price of securities of the same class redeemed by the Registrant
was $15,084. No portion of such aggregate redemption price has been applied
by the Registrant pursuant to Rule 24e-2(a) in a filing made pursuant to
Section 24(e) (1) of the Investment Company Act of 1940, as amended. Pursuant
to Rule 24f-2(c), the registration fee with respect to the securities sold is
calculated as follows: $126,234 - $15,084 = 111,150 x $.00034483 = $38.00.
g:/shared/dom/clients/shearson/funds/arms/24f-2not
July 28, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Smith Barney Shearson Adjustable Rate
Government Income Fund
1933 Act File No. 33-47782
Gentlemen:
As Massachusetts counsel to Smith Barney Shearson Adjustable Rate
Government Income Fund (the "Trust"), we have been requested to render this
opinion in connection with the filing by the Trust of a Rule 24f-2 Notice (the
"Notice") with respect to its fiscal year ended May 31, 1994.
Reference is made to paragraph 5 of the Notice wherein the Trust reports
the number of shares (the "Shares") sold during the fiscal year ended May 31,
1994 in reliance upon Rule 24f-2 under the Investment Company Act of 1940, as
amended.
We have examined the Trust's First Amended and Restated Master Trust
Agreement dated November 5, 1992, the By-Laws of the Trust, the Notice,
certain resolutions adopted by the Trustees of the Trust, and such other
documents as we deemed necessary for purposes of this opinion.
Based upon the foregoing, and assuming that all of the Shares were sold,
issued and paid for in accordance with the terms of the Trust's Prospectus and
Statement of Additional Information contained in the Trust's Registration
Statement on Form N-1A in effect at the time of sale, in our opinion the
Shares were legally issued and are fully paid and non-assessable by the Trust
under the laws of The Commonwealth of Massachusetts.
Very truly yours,
GOODWIN, PROCTER & HOAR
98679.c1
