3


           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 funds for  which  this
   notice is filed:
   Security  and Growth Fund, Zeros and Appreciation  Series
   1998, and Zeros Plus Emerging Growth Series 2000.
   
3. Investment Company Act File Number:
   811-5678
   Securities Act File Number:
   33-25087
   
4. Last day of fiscal year for which this notice is filed:
   November 30, 1996
   
   
5. Check  box  if this notice is being filed more  than  180
   days  after  the  close of the issuer's fiscal  year  for
   purposes of reporting securities sold after the close  of
   the  fiscal  year but before termination of the  issuer's
   24f-2 declaration:
   N/A
   [   ]
   
   
6. Date  of  termination of issuer's declaration under  rule
   24f-2(a)(1), if applicable (see Instruction A.6):
   
   N/A
   
   
7. Number  and  amount of securities of the  same  class  or
   series  which  had been registered under  the  Securities
   Act  of 1933 other than pursuant to rule 24f-2 in a prior
   fiscal  year, but which remained unsold at the  beginning
   of the fiscal year:
   
   0
   
   
8. Number  and  amount of securities registered  during  the
   fiscal year other than pursuant to rule 24f-2:
   
                  0 SHARES                      $0
   
   
9. Number  and  aggregate  sale  price  of  securities  sold
   during the fiscal year:
   6,034,866 SHARES                     $56,882,709
   

   
10 Number  and  aggregate  sale  price  of  securities  sold
 .  during  the  fiscal  year in reliance  upon  registration
   pursuant to rule 24f-2:
   6,034,866 SHARES                     $56,882,709
   
   
11 Number  and  aggregate  sale price of  securities  issued
 .  during  the  fiscal  year  in  connection  with  dividend
   reinvestment plans, if applicable (see Instruction B.7):
   
   INCLUDED IN ITEM 9
   
12 Calculation of registration fee: Security and Growth
 .a (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $36,941,093
   
   (ii)    Aggregate  price of shares issued  in  connection
      with dividend
              reinvestment   plans   (from   Item   11,   if
      applicable):
      +__0________
   
   (iii)   Aggregate price of shares redeemed or repurchased
   during the fiscal
                     year          (if          applicable):
   -36,941,093
   
   (iv)   Aggregate price of shares redeemed or  repurchased
   and
           previously applied as a reduction to filing  fees
   pursuant
              to     rule     24e-2     (if     applicable):
   + 0____________
   
   (v)   Net  aggregate price of securities sold and  issued
   during
          the  fiscal  year in reliance on rule 24f-2  [line
   (i), plus line
           (ii),  less  line  (iii),  plus  line  (iv)]  (if
   applicable):
   __0__________
   
   (vi)   Multiplier  prescribed by Section  6  (b)  of  the
   Securities
           Act of 1933 or other applicable law or regulation
   (see
                           Instruction                 C.6):
   x_1/3300_________________
   
   (vii)  Fee due [line (i) or line (v) multiplied  by  line
   (vi)]:
   0_____________
   
   
12 Calculation  of registration fee: Zeros and  Appreciation
 .b Series 1998
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $14,078,633
   
   (ii)    Aggregate  price of shares issued  in  connection
      with dividend
              reinvestment   plans   (from   Item   11,   if
      applicable):
      +_0____________________
   
   (iii)   Aggregate price of shares redeemed or repurchased
   during the fiscal
                     year          (if          applicable):
   14,078,633
   
   (iv)   Aggregate price of shares redeemed or  repurchased
   and
           previously applied as a reduction to filing  fees
   pursuant
              to     rule     24e-2     (if     applicable):
   + 0_______________
   
   (v)   Net  aggregate price of securities sold and  issued
   during
          the  fiscal  year in reliance on rule 24f-2  [line
   (i), plus line
           (ii),  less  line  (iii),  plus  line  (iv)]  (if
   applicable):
   __ 0___________
   
   (vi)   Multiplier  prescribed by Section  6  (b)  of  the
   Securities
           Act of 1933 or other applicable law or regulation
   (see
                           Instruction                 C.6):
   x_1/3300_________________
   
   (vii)  Fee due [line (i) or line (v) multiplied  by  line
   (vi)]:                                                __0
   _____________
   
   
12 Calculation  of  registration fee:  Zeros  Plus  Emerging
 .c Growth Series 2000
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $5,862,983
   
   (ii)    Aggregate  price of shares issued  in  connection
      with dividend
              reinvestment   plans   (from   Item   11,   if
      applicable):
      +_0____________________
   
   (iii)   Aggregate price of shares redeemed or repurchased
   during the fiscal
                     year          (if          applicable):
   __5,862,983___________
   
   (iv)   Aggregate price of shares redeemed or  repurchased
   and
           previously applied as a reduction to filing  fees
   pursuant
              to     rule     24e-2     (if     applicable):
   + 0_______________
   
   (v)   Net  aggregate price of securities sold and  issued
   during
          the  fiscal  year in reliance on rule 24f-2  [line
   (i), plus line
           (ii),  less  line  (iii),  plus  line  (iv)]  (if
   applicable):
   __0________
   
   (vi)   Multiplier  prescribed by Section  6  (b)  of  the
   Securities
           Act of 1933 or other applicable law or regulation
   (see
                           Instruction                 C.6):
   x_1/3300_________________
   
   (vii)  Fee due [line (i) or line (v) multiplied  by  line
   (vi)]:
   __0_____________
   
        
Instruc Issuers  should  complete lines (ii),  (iii),  (iv),
tion:   and  (v)  only if the form is being filed within  60
        days  after  the close of the issuer's fiscal  year.
        See Instruction C.3.
        
   
13 Check  box if fees are being remitted to the Commission's
 .  lockbox  depository as described in  section  3a  of  the
   Commission's  Rules of Informal and Other Procedures  (17
   CFR 202.3a).
   
   [x ]
   
   Date  of mailing or wire transfer of filing fees  to  the
   Commission's lockbox depository:
   
   
                          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 _01/24/97_
   
    *Please print the name and title of the signing officer
                     below the signature.