24F-2NT

  1    
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:	MANAGED ASSETS TRUST    
 
2.Name of Each Series or Class of Funds For Which This Notice     
is Filed:   
  
3.Investment Company Act File Number:	811-3568    
Securities Act File Number: 	2-79359   
  
4.Last Day of Fiscal Year For Which This Notice is Filed:     
		DECEMBER 31, 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: [ ]   
  
6.Date of termination of issuer's declaration under Rule    
24f-2(a)(1) if applicable (see Instruction A.6):   
  
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   
  
9.Number and aggregate sale price of securities sold during     
the fiscal year:    
			0   
  
10.Number and aggregate sale price of securities sold during     
the fiscal year in reliance upon registration pursuant to     
Rule 24f-2:    
			0   
   
 
 
 
 
 
 
 
 
 
 
 
 
  
  2    
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):    
12.Calculation of registration fee:    
  		                           							    
(I)  	Aggregate sale price of securities    
	sold during the fiscal year in    
	reliance on rule 24f-2 (from Item 10):  				$                       0 
  
(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    
									-                        0 
    
(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 24f2[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.000344827586  
							                                   	 	------------------------- 
  
(vii)	Fee due [line (i) or line (v) multiplied    
	by line (vi)]:	                      						$                        0  
	                                   								===========================  
 
 
 
 
 
 
 
 
 
 
 
 
  
    
    
   3    
Instruction:	Issuers should complete lines (ii), (iii),    
(iv), 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). [ ]   
  
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)*				/s/ Kathleen A. McGah    
	                      					-----------------------------------------    
					                      	Counsel and Assistant Secretary    
		                      				-----------------------------------------    
Date: 	2/27/97    
      ------------------   
  
			*	Please print the name and title of the signing    
				officer below the signature.

EX-5

OPINION OF COUNSEL

RE:  Opinion of Counsel in Connection with 
Rule 24f-2 Notice for Managed Assets Trust, File No. 2-79359 

To Whom It May Concern: 

	Managed Assets Trust ("Trust") is filing its Rule  24f2 Notice
to  which  this  opinion  is appended  to  make  
the issuance  of  such  shares definite  in  number for its  
fiscal  year  ended December  31, 1996.  In my opinion, such  
shares, if issued and sold in accordance with the Trust's  
ByLaws,  Declaration of Trust (as amended),  and offering  
Prospectus, were legally issued,  fully paid  and  
nonassessable by the Trust, entitling the  holders thereof  
to the rights set  forth  in the By-Laws and Declaration of  
Trust, as amended, and subject to the limitations stated  
therein. 

	My opinion is based upon my examination  of  
the Trust's  By-Laws (including  any  amendments thereto),  
Declaration  of  Trust,  the   Trust's Prospectus,  and a  
review of the minutes  of  the Board  of  Trustees of the  
Trust authorizing  the issuance of such shares. 

	I hereby consent to the use of this opinion  
in connection with the Rule 24f-2 Notice filed by Managed  
Assets Trust making definite the  number of such additional  
shares issued. 

Very truly yours, 




/s/ Kathleen A. McGah 
- --------------------------------------------------
Counsel and Assistant Secretary 
The Travelers Life and Annuity Company 
Dated:  February 27, 1997