2


           U.S. SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                         FORM 24F-2
              Annual Notice of Securities Sold
                   Pursuant to Rule 24f-2

                              

     
 1.  Name and address of issuer:
     Smith Barney Principal Return Fund
     388 Greenwich Street
     New York, NY  10013
     
     
 2.  Name  of  each series or class of securities for  which
     this Form is filed (If the Form is being filed for  all
     series  and classes of securities of the issuer,  check
     the   box   but   do  not  list  series  of   classes):
     [X]
     
     
 3.  Investment Company Act File Number:
     811-5678
     Securities Act File Number:
     33-25087
     
 4.  Last day of fiscal year for which this Form is filed:
 (a  November 30, 1997
 )   
 4.  [    ]     Check  box if this Form is being filed  late
 (b  (i.e., more than 90 calendar days after the end of the
 )             issuer's fiscal year).
     
 4.  [    ]    Check box if this is the last time the issuer
 (c  will be filing this form.
 )   
     
 5.  Calculation of registration fee:
     
     (i)     Aggregate sale price of securities sold  during
       the fiscal year
       pursuant          to          section          24(f):
       $ 42,902,540
     
     (ii)   Aggregate price of securities redeemed or
                repurchased   during   the   fiscal    year:
       $ 101,003,707
     
     (iii)  Aggregate price of securities redeemed or
             repurchased during any prior fiscal year ending
     no
             earlier than October 11, 1995 that were not
              previously  used  to reduce registration  fees
     payable
                       to           the          commission:
     $______________
     
     (iv)   Total  available redemption  credits  [add  Item
     5(ii) and (iii):                                   -  $
     101,003,707
     
     (v)   Net  sales  - if Item 5(i) is greater  than  Item
     5(iv)
              [subtract    Item   5(iv)from   Item    5(i)]:
     $_0___
     
    (vi)  Redemption credits available for  use
    in future years            $_(58,101,167)_
            -if  Item  5(i) is less  than  Item
    5(iv) [subtract Item
            5(iv) from Item 5(i):
    
     
     (vii)Multiplier   for  determining   registration   fee
     x _0.000295__
     
     
     (viii) Registration fee due [multiply Item 5(v) by Item
                5(vii)   (enter  *0*  if  no   fee   is   due):
     = _$ 0__
     
 6.  Prepaid Shares
     
     If   the  response  to  item  5(i)  was  determined  by
     deducting  an amount of securities that were registered
     under the Securities Act of 1933 pursuant to rule 24e-2
     as  in  effect before [effective date of rescisison  of
     rule  24e-2],  then  report the  amount  of  securities
     (number  of  shares  or  other  units)  deducted  here:
     ________.   If  there is a number of  shares  of  other
     units  that  were  registered pursuant  to  rule  24e-2
     remaining  unsold  at the end of the  fiscal  year  for
     which this form is filed that are available for use  by
     the  issuer  in  future fiscal years, then  state  that
     number here: __________.
 7.  Interest due - if this Form is being filed more than 90
     days after the end of the issuer's fiscal year:
     
     
     + $__0__
     
     
 8.  Total  of  the amount of the registration fee due  plus
     any interest due [line 5(viii) plus line 7]:
     
     
     = $_0___
     
 9.  Date the registration fee and any interest payment  was
     sent to the Commission's lockbox depository:
     CIK# 841489
           Method of Delivery:
     
                                            [X]         Wire
     Transfer
                                           [  ]         Mail
     or other means
     
                           SIGNATURES
     This  report  has  been signed below by  the  following
     persons  on  behalf of the issuer and in the capacities
     and on the dates indicated.
     
     By           (Signature           and           Title)*
     ___________________________________
     
     Thomas M. Reynolds - Controller
     
     Date _02/02/98_
     
     *Please print the name and title of the signing officer
                      below the signature.