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.(
a)

Last day of fiscal year for which this Form is filed:
November 30, 1998

4.(
b)
[   ]    Check box if this Form is being filed late (i.e., more than 90 
calendar days after the end of the
          issuer's fiscal year).

4.(
c)
[   ]    Check box if this is the last time the issuer 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): 
$ 11,645,981


(ii)   Aggregate price of securities redeemed or
        repurchased during the fiscal year: 
$ 73,999,909


(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):
- $ 73,999,909


(v)  Net sales - if Item 5(i) is greater than Item 5(iv)
      [subtract Item 5(iv)from Item 5(i)]:
$ ___________


(vi)  Redemption credits available for use in future 
years            $_(62,353,928)_
       -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 _0.000278_



(viii) Registration fee due [multiply Item 5(v) by Item
         5(vii) (enter *0* if no fee is due):
= $ _________ 

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:
+ $__________


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)* ___________________________________
                                       _   Marianne Motley - Assistant 
Treasurer____

Date _02/03/99_

*Please print the name and title of the signing officer below the 
signature.




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