UNITED STATES
SECRITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING
(Check One):	[   ] Form 10-k	[   ] Form 20-F	[   ] Form 
11-K	[   ] Form 10-Q	[X] Form N-SAR

		For Period Ended: November 30, 1998_
		[   ] Transition Report on Form 10-K
		[   ] Transition Report on Form 20-F
		[   ] Transition Report on Form 11-K
		[   ] Transition Report on Form 10-Q
		[   ] Transition Report on Form N-SAR
		For the Transition Period Ended:  
_____________________________________

Read Instruction (on back page) Before Preparing From.  Please 
Print or Type.
Nothing in this form shall be construed to imply that the 
Commission has verified any information 
contained herein.

If the notification relates to a portion of the filing checked 
above, identify the Item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION
Smith Barney Principal Return Fund
Full Name of Registrant


Former Name if Applicable

388 Greenwich Street
Address of Principal Executive Office (Street and Number)

New York, NY  10013
City, State and Zip Code

RART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable 
effort or expense and the registrant seeks relief pursuant to 
Rule 12b-25(b), the following should be completed.  (Check box 
if appropriate)

(a)	The reasons described in reasonable detail in Part 
III of this form could not be eliminated 
without unreasonable effort or expense;
[   ]	(b)	The subject annual report, semi-annual report, 
transition report on Form 10-K, Form 20-F
11-K, Form N-SAR, or portion thereof, will be filed 
on or before the fifteenth calendar day following 
the prescribed due date; or the subject quarterly 
report of transition report on Form 10-Q, or 
portion thereof will be filed on or before the 
fifth calendar day following the prescribed due 
date; and 
(c) The accountant's statement of other exhibit 
required by Rule 12b-25(c) has been attached if 
applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 
10-Q, N-SAR, or the transition report or portion thereof, could 
not be filed within the prescribed time period. (Attach Extra 
Sheet if Needed)

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard 
to this notification

_Marianne Motley ________            _ 212___              
_816-6561________
		      (Name)		   (Area Code)	     
(Telephone Number)

(2) Have all other periodic reports required under Section 13 
or 15(d) of the Securities Exchange Act of 1934 of 
Section 30 of the Investment Company Act of 1940 during 
the preceding 12 months (or for such shorter) period that 
the registrant was required to file such reports) been 
filed?  If answer is no identify report(s). 		
					[   ]Yes	[   ]No



(3)	Is it anticipated that any significant change in results 
of operations from the corresponding period for the last 
fiscal year will be reflected by the earnings statements 
to be included in the subject report or portion thereof? 
							[   ]Yes 	[   
]No

	If so, attach an explanation of the anticipated change, 
both narratively and quantitatively, and , if 
appropriate, state the reasons why a reasonable estimate 
of the results cannot be made. 




Smith Barney Principal Return Fund 
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the 
undersigned hereunto duly authorized.


Date _February 1, 1999_________________ By ___Marianne 
Motley_____________

INSTRUCTION: The form may be signed by an executive officer of 
the registrant or by any other duly 
authorized representative.  The name and title of the person 
signing the form shall be typed or printed 
beneath the signature.  If the statement is signed on behalf of 
the registrant by an authorized representative 
(other than an executive officer), evidence of the 
representative's authority to sign on behalf of the 
registrant shall be filed with the form.