SMITH BARNEY NEW YORK MUNICIPALS FUND INC.
Supplement to Prospectus dated March 1, 1995
On July 19, 1995, the Board of Directors of Smith
Barney New York Municipals Fund Inc. (the "Fund") approved a
proposed reorganization pursuant to which the assets of the
Fund would be acquired by the New York Portfolio (the
"Acquiring Fund"), a series of Smith Barney Muni Funds,
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. The Fund and the Acquiring Fund
have substantially similar investment objectives.
Upon the reorganization, each shareholder of the Fund
would become a shareholder of the Acquiring Fund and receive
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 of the Fund as
a result of this 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 shareholders of
the Fund in anticipation of a meeting of shareholders
expected to be held in November 1995. If approved by
shareholders at that time, the transaction will occur as
soon after the meeting as practicable.
Also on July 19, 1995, the Board approved a reduction
in the investment advisory fee paid by the Fund to Smith
Barney Mutual Funds Management Inc. Accordingly, effective
November 17, 1995, the Fund's investment advisory fee will
be decreased from 0.35% to 0.30% of the average daily net
assets of the Fund.
As of July 31, 1995, shares of the Fund will no
longer be offered for purchase or offered in exchange for
shares of other Smith Barney Mutual Funds.
Supplement dated July 20, 1995
