File No. 2-99356
Rule 497(e)
STEINROE MUNICIPAL TRUST
SteinRoe Municipal Money Market Fund
SteinRoe Intermediate Municipals
SteinRoe Managed Municipals
SteinRoe High-Yield Municipals
Supplement to Prospectus Dated November 1, 1994
__________________
On or about August 7, 1995, all of the assets of Municipal
Money Market Fund will be invested in SR&F Municipal Money Market
Portfolio, a series of SR&F Base Trust (the "Conversion").
Municipal Money Market Portfolio and Municipal Money Market Fund
have identical investment objectives and policies. The Conversion
was authorized by the Board of Trustees of Municipal Trust in
order to convert Municipal Money Market Fund into a Master
Fund/Feeder Fund structure. (See the discussion of the Master
Fund/Feeder Fund Option under Risks and Investment Considerations
in this Prospectus.)
Upon the Conversion, the Fund's current investment advisory
agreement with Stein Roe & Farnham Incorporated (the "Adviser")
will terminate and will be replaced by two separate new
agreements: (1) a management agreement between the Adviser and
SR&F Base Trust providing for portfolio management services to
Municipal Money Market Portfolio and (2) an administrative
agreement between the Adviser and Municipal Trust providing for
administrative services to Municipal Money Market Fund. The
annualized fee paid by the Portfolio under the management
agreement will be 0.25 of 1% of average net assets. The
annualized fee paid by the Fund under the administrative agreement
is 0.25 of 1% of the first $500 million of average net assets,
0.20 of 1% of the next $500 million, and 0.15 of 1% thereafter.
* * *
Effective May 1, 1995, the Adviser agreed to voluntarily
waive its management fee and absorb the expenses of Intermediate
Municipals to the extent that such fees and expenses on an
annualized basis exceed 0.70 of 1% of average net assets through
October 31, 1995, subject to earlier termination by the Adviser on
30 days' notice. In addition, there were changes in the Funds'
transfer agency services and fees which are expected to change
(for certain Funds) annual operating expenses as shown in the Fee
Table on page 4 of the Prospectus as follows:
Annual Fund Operating Expenses Managed High-Yield
(as a percentage of average net assets) Municipals Municipals
- --------------------------------------- ---------- ----------
Management Fees ...................... 0.52% 0.54%
12b-1 Fees............................ None None
Other Expenses ...................... 0.20% 0.27%
Total Fund Operating Expenses ....... 0.72% 0.81%
The expenses payable on a $1,000 investment in the hypothetical
example following the Fee Table also would be changed as follows:
1 year 3 years 5 years 10 years
------ ------- ------- --------
Managed Municipals...... $7 $23 $40 $ 89
High-Yield Municipals... 8 26 45 100
* * *
Effective February 1, 1995, M. Jane McCart assumed portfolio
management responsibility for High-Yield Municipals. Ms. McCart
also manages Managed Municipals. Both Funds invest primarily in
long-term Municipal Securities. Please refer to pages 25-26 of
this Prospectus for further information on Ms. McCart. In
addition, Joanne T. Costopoulos, the portfolio manager of
Intermediate Municipals, is now associate portfolio manager for
Municipal Money Market Fund, High-Yield Municipals, and Managed
Municipals.
The Date of this Supplement is June 27, 1995
