SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
RULE 24f-2
NOTICE
FOR
SMITH BARNEY OREGON MUNICIPALS
FUND (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 Nos. 33-52643 and 811-
7149 The following information is required
pursuant to Rule 24f2(b)(1):
(i). Period for which Notice is
filed: May 23, 1994 to April 30,
1995
(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 or 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 (excludes shares
issued
upon reinvestment of dividends):
1,217,529 shares
$11,918,156
(v.) Number and amount of securities sold
during such fiscal year in reliance
upon
registration
pursuant to Rule 24f-2 (excludes
shares issued
upon
reinvestment of dividends):
1,217,529
$11,918,156
An opinion of counsel with respect to
the legality
of the above shares accompanies this
Notice. DATED: June 22, 1995
SMITH
BARNEY
OREGON
MUNICI
PA LS
FUND
Lewis Daidone
Treasurer
CERTIFICATE
The undersigned, Treasurer of SMITH BARNEY OREGON
MUNICIPALS FUND (the "Fund"), hereby certifies that the Fund
has received full payment, in accordance with the
provisions of its Prospectus, for 1,217,529 shares of common
stock, par value $.001 per share, the sales of which are
reported in the Fund's Rule 24f-2 Notice covering the fiscal
period ended April 30, 1995 and that the facts otherwise
stated in such Notice are true.
Lewis Daidone
Treasurer
Dated: June 22, 1995
June 22, 1995
Smith Barney Oregon Municipals Fund
388 Greenwich Street
New York, New York 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Oregon
Municipals Fund, a Massachusetts business trust (the
"Fund"), of a Notice (the "Notice"), pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended (the
"Act"), for the Fund's fiscal period ended April 30, 1995,
the undersigned hereby provides 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 1,217,529 shares of the Fund (the
"Shares") sold in reliance upon the Rule during the fiscal
period ended April 30, 1995.
The undersigned is Vice President and Associate General
Counsel of Smith Barney Mutual Funds Management Inc., the
Fund'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 Agreement,
its By-Laws, resolutions 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 Treasurer of the Fund to the
effect that the Fund received the cash consideration for
each of the Shares in accordance with the aforementioned
organizational 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,
Caren Cunningham
Vice President and
Associate General
Counsel
_______________________________
1 The actual aggregate sales price for which such securities
were sold was $11,918,156. During the fiscal period
ended April 30, 1995, the actual aggregate redemption price
of securities of the same class redeemed by the Registrant
was $1,867,535. 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:
$11,918,156 - $1,867,535 = $10,050,621 x $.00034483 =
$3465.76
