May 15, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
ATTN: Office of Filings, Information and Consumer
Services
RE: Smith Barney Premium Total Return Fund
File Nos. 02-96408 and 811-4254
Dear Sirs:
Pursuant to Rule 497(e) under the Securities Act of
1933, as amended, enclosed is a supplement dated
May 11, 1995 to the Prospectus dated November 7, 1994.
The purpose of the supplement is to inform investors
that a new portfolio manager has been assigned to the Fund
effective as of April, 1995.
Any comments on this filing should be directed to
Lisa R. Grosswirth, Senior Paralegal, at (212) 816-6397.
Please return an electronic transmittal as evidence of
your receipt of this filing.
Sincerely yours,
Robert A. Vegliante
Vice President and
Associate General Counsel
SMITH BARNEY PREMIUM TOTAL RETURN FUND
Supplement dated May 15, 1995 to Prospectus dated November
7, 1994
The first paragraph of the section entitled
"Portfolio Management - Management of the Trust and the Fund" on page
47 of the Fund's Prospectus is amended to read as follows:
"Guy Scott, Vice President of Boston Advisors has
served as an Investment Administrator to the Fund since April
1995 and manages the day-to-day operations of the Fund,
including making all investment decisions."
FD09111
STICKER.PTR
