SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY APPRECIATION FUND INC.
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Common Stock $.001 par value
(Title of securities with respect to which Notice is filed)
File No. 2-34576 and 811-1940
The following information is required pursuant to Rule 24f-2(b) (1):
(i) Period for which Notice is filed:
January 1, 1994 to December 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 year:
None
(iii) Number and amount of securities, if any, registered during such
fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number and amount of securities sold during such fiscal year*:
60,574,242 shares
$670,524,706.28
____________________________________________________________________
* Excludes shares issued upon reinvestment of dividends.
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2*:
60,574,242 shares
$670,524,706.28
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: February 17, 1995
SMITH BARNEY APPRECIATION FUND
INC.
By: /s/ Christina Haage
Christina Haage, Assistant
Treasurer
________________________________________
* Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold was $670,524,706.28. During the fiscal year ended December 31, 1994
the actual aggregate redemption price of securities of the same class
redeemed by the Registrant was $1,104,731,697.15. 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: $670,524,706.28 - $1,104,731,697.15 = $(434,206,990.87) x
$.00034483 = $0. Therefore, no registration fee is required.
s:\domestic\clients\shearson\funds\appr\24f-2.doc
February 17, 1995
Smith Barney Appreciation Fund Inc.
388 Greenwich Street
New York, New York 10013
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Appreciation Fund 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 "1940
Act"), for the Fund's fiscal year ended December 31, 1994, you have
requested that the undersigned provide 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, $.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 60,574,242 shares of the Fund (the "Shares")
sold in reliance upon the Rule during the fiscal year ended December 31,
1994.
The undersigned is First Vice President and Associate General Counsel
of Smith Barney Mutual Funds Management Inc., the Fund's investment adviser
and administrator, and in such capacity, from time to time and for certain
purposes, acts as counsel to the Fund. I have examined copies of the
Fund's Articles of Incorporation, its By-Laws, resolutions adopted by its
Board of Directors, and such other records and documents as I have deemed
necessary for purposes of this opinion. Furthermore, I have examined a
Certificate of the Assistant Treasurer of the Fund to the effect that the
Fund received the cash consideration for each of the Shares in accordance
with the aforementioned charter 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, I am 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,
/s/ Lee D. Augsburger
Lee D. Augsburger
First Vice President
and Associate
General Counsel
s:\domestic\clients\shearson\funds\appr\24f2leg.doc
