SHEARSON LEHMAN BROTHERS UNIT TR DIRECTIONS U I T SER 99
24F-2NT, 1994-04-28
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                                   April 28, 1994

Securites and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Rule 24f-2 Notice for

Smith Barney Shearson Unit Trusts,^M
Directions Unit Investment Trust Series 99^M
CIK   895825
Registration No. 33-56936
- - ---------------------------

     (i) The fiscal year for which this notice is filed: Fiscal 
year ended February 28, 1994.

     (ii) The number or amount of securities of the same class or 
series which have been registered under the Securities act of 
1933 other than pursuant to Rule 24f-2 but which were unsold at 
the beginning of the fiscal year: None.

     (iii) The number or amount of securities registered during 
the fiscal year other than pursuant to Rule 24f-2: None.

     (iv) The number or amount of securities sold during the 
fiscal year: $3,135,328.14.

     (v) The number or amount of securities sold during the 
fiscal year in reliance upon registration pursuant to Rule 24f-2: 
$3,135,328.14.

                        By Smith Barney Shearson Inc.^M


                        By /s/ Kevin Kopczynski
                           Authorized Signatory^M

- - ----------------------
* Actual aggregate sale price for which securities were sold = 
$3,135,328.14.^M

- - - Actual aggregate redemption or repurchase price of securities 
of the issuer redeemed or repurchased by the issuer = 
$610,956.38.^M

Sales in excess of redemption and repurchase = $2,524,371.76.^M

Multiplied by 0.00034483 = $870.48.



                      Davis Polk & Wardwell
                      450 Lexington Avenue
                    New York, New York 10017
                         (212) 450-4000






                                        April 28, 1994


Smith Barney Shearson Inc.^M
Unit Trust Department^M
Two World Trade Center^M
101st Floor^M
New York, New York  10048^M

Dear Sirs:

     We have acted as special counsel for you, as Sponsor of^M
Smith Barney Shearson Unit Trusts, Directions Unit Investment Trusts^M
Series 99 (the "Fund"), in connection with the issuance^M
of units of fractional undivided interest in
the Fund (the "Units") in accordance with the related Trust
Indenture (the "Indenture") with Boston Safe Deposit and^M
Trust Company as trustee (the "Trustee").
The accompanying Rule 24f-2 Notice makes definite in
number the registration of Units sold in reliance upon the Rule
during the fiscal period covered by the Notice.  The Units
covered by the Notice are hereinafter referred to as the
"Registered Units".

     We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents and instruments as we have deemed necessary or
advisable for the purpose of this opinion.

     Based upon the foregoing, we are of the opinion that the
Registered Units, assuming due execution and delivery of any
certificates evidencing the registered Units by the Sponsor and
the Trustee and assuming payment for all registered Units in
accordance with the Indenture, have been legally issued, fully
paid and non-assessable.

                                        Very truly yours,


                                        Davis Polk & Wardwell

     $870.48 is the total amount of the wire transfer made on
April 27, 1994 in payment of fees due for the Rule 24f-2 Notice
filing listed herein.



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