SMITH BARNEY TELECOMMUNICATIONS GROWTH FUND
Supplement to Prospectus dated April 29, 1996
On April 25, 1996, the Trustees of Smith Barney Telecommunications Trust
(the "Trust") approved a proposed reorganization pursuant to which the assets
of the Smith Barney Telecommunications Growth Fund (the "Fund"), a series of
the Trust would be acquired by Smith Barney Special Equities Fund (the
"Acquiring Fund"), a series of Smith Barney Investment Funds Inc. through an
exchange of shares of the Acquiring Fund for substantially all of the Fund's
assets. These shares would then be distributed to shareholders of the Fund in
liquidation of the Fund.
Under the terms of the proposed reorganization, each shareholder of the
Fund would become a shareholder of the Acquiring Fund, receiving shares of the
Acquiring Fund with a value equal to the value of the shareholder's investment
in the Fund in accordance with the terms of the plan of reorganization. No
sales charge would be imposed in the transaction, and it is anticipated that
no gain or loss for Federal income tax purposes would be recognized by
shareholders as a result of the reorganization.
The proposed reorganization is subject to the fulfillment of certain
conditions, including the approval of shareholders of the Fund. Proxy
materials describing the proposed reorganization will be mailed to Fund
shareholders in anticipation of a meeting of shareholders expected to be held
in September, 1996. If approved by shareholders at that time, the transaction
will occur as soon after the meeting as practicable. In anticipation of this
transaction, shares of the Fund will not be offered as of June 3, 1996.
Dated: May 7, 1996
FD 01137
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