g:\funds\slip\xmts\maturity.stk
SMITH BARNEY TAX-EXEMPT INCOME FUND
Supplement dated March 22, 1996 to Prospectus dated November 28,
1995
The paragraph entitled "Investment Objective, located on
page 3 of the Fund's Prospectus is amended in its entirety to
read as follows:
"INVESTMENT OBJECTIVE The Fund is an open-end, diversified
management investment company that seeks maximum current
income exempt from Federal income taxes by investing
primarily in intermediate- and long-term municipal bonds and
notes rated A, Baa or Ba by Moodys Investors Service, Inc.
(Moodys) or A, BBB or B by Standard & Poors Corporation
(S&P). Intermediate-term bonds have remaining maturities
at the time of purchase of between five and fifteen years.
Long-term bonds have remaining maturities at the time of
purchase of between fifteen and thirty years. It is
anticipated that the average remaining maturity of bonds
purchased by the Fund will be between fifteen and twenty
five years."
FD01107 3/96
