24F-2NT

   1
                     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:    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, 1995

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 securites 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:

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):

                                                                             0

12.    Calculation of registration fees:

                                                    
         (i)      Aggregate sale price of securities             
                  sold during the fiscal year in                 
                  reliance on 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        
                  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):                   0
                                                                    ----------
       (vii)      Fee due [line (i) or line (v) multiplied by       
                  line (vi)]:                                       $        0
                                                                    ==========
 
       

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 (17CFR 202.3a). [  ]

Date for mailing or wire transfer of filing fees to the Commission's lockbox
directory:

                                 SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.


By (Signature and Title)*  /s/ Kathleen A. McGah
                         --------------------------------------------------
                               Counsel and Assistant Secretary
                         --------------------------------------------------


Date:  2/29/96
     -----------------------

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

EX-5

   1
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 24f-2 Notice to
which this opinion is appended to make the issuance of such shares definite in
number for its fiscal year ended December 31, 1995.  In my opinion, such
shares, if issued and sold in accordance with the Trust's By-Laws, Declaration
of Trust (as amended), and offering Prospectus, were legally issued, fully paid
and non-assessable 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, 1996