SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY NEW YORK MUNICIPAL MONEY MARKET FUND
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Beneficial Interest $.001 par value
(Title of securities with respect to which Notice is filed)
File No. 811-4402
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
November 1, 1994 to November 18, 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 and 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*:
163,652,894 shares
$163,652,894(1)
_____________________________________________________
*The Registrant underwent a reorganization on November 21, 1994, pursuant
to which it transferred substantially all of its assets and liabilities to
Smith Barney Muni Funds - New York Money Market Portfolio.
**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*:
163,652,894 shares
$163,652,894 (1)
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: November 22, 1994
SMITH BARNEY NEW YORK
MUNICIPAL MONEY MARKET
FUND
By_/s/ Christina Haage__________
Christina Haage, Treasurer
____________________________________
** Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold was $163,652,894. During the period ended November 18, 1994 the
actual aggregate redemption price of securities of the same class redeemed
by the Registrant was $723,060,955. No shares have 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: $163,652,894 - $723,060,955 = ($559,408,061) x
$.00034483 = ($192,901). Therefore no fee is required.
November 22, 1994
Smith Barney New York Municipal Money Market Fund
388 Greenwich Street
New York, New York 10013
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney New York
Municipal Money Market Fund, a Massachusetts business trust
(the "Fund"), of a Notice (the "Notice") pursuant Rule 24f-2
under the Investment Company Act of 1940, as amended (the "1940
Act"), for the Fund's fiscal period ended November 18, 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 beneficial interest, $.001 par
value, under the Securities Act of 1933, as amended. The
purpose of the Notice is to make definite the registration of
163,652,894 shares of the Fund (the "Shares") sold in reliance
upon the Rule during the fiscal period ended November 18, 1994.
The undersigned is General Counsel of The Boston Company
Advisors, Inc., the Fund's s 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
Master Trust, its By-Laws, votes adopted by its Board of
Trustees, 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 votes.
Smith Barney New York Municipal Money Market Fund
November 22, 1994
Page Two
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 Securities
Act of 1933, as amended, the 1940 Act or applicable State "blue
sky" laws in connection with the sales of the Shares.
The Fund is an entity of the type commonly known as
"Massachusetts business trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Fund. However,
the Fund's Master Trust Agreement provides that if any
shareholder of the Fund is charged or held personally liable
solely by reason of being or having been a shareholder, the
shareholder shall be entitled out of the assets of the Fund to
be held harmless from and indemnified against all loss and
expense arising from such liability. Thus, the risk of a
shareholder incurring financial loss due to shareholder
liability is limited to circumstances in which the Fund itself
would be unable to meet its obligations.
Very truly yours,
Francis J. McNamara,
III
General Counsel
