SMITH BARNEY MUNI FUNDS
CALIFORNIA PORTFOLIO
Supplement to Prospectus dated November 7, 1994
On June 7, 1995, the Trustees of Smith Barney Muni Funds
(the "Fund") approved a proposed reorganization pursuant to
which the assets of the California Portfolio (the "Acquired
Portfolio"), a series of the Fund, would be acquired by Smith
Barney California Municipals Fund Inc. (the "Acquiring Fund"),
through an exchange of shares of the Acquiring Fund for
substantially all of the Acquired Portfolio's assets. These shares
would then be distributed to shareholders of the Acquired Portfolio
in liquidation of the Acquired Portfolio. The Acquired Portfolio
and the Acquiring Fund have substantially similar investment
objectives.
Under the terms of the proposed reorganization, each
shareholder of the Acquired Portfolio 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 Acquired Portfolio 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
Acquired Portfolio. Proxy materials describing the proposed
reorganization will be mailed to Acquired Portfolio shareholders
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. In
anticipation of this transaction, shares of the Acquired Portfolio
will not be offered as of July 31, 1995.
________________________________
Dated: July 26, 1995
FD 01001 7/95
SMITH BARNEY MUNI FUNDS
NEW JERSEY PORTFOLIO
Supplement to Prospectus dated November 7, 1994
On June 7, 1995, the Trustees of Smith Barney Muni Funds
(the "Fund") approved a proposed reorganization pursuant to
which the assets of the New Jersey Portfolio (the "Acquired
Portfolio"), a series of the Fund, would be acquired by Smith
Barney New Jersey Municipals Fund Inc. (the "Acquiring Fund"),
through an exchange of shares of the Acquiring Fund for
substantially all of the Acquired Portfolio's assets. These shares
would then be distributed to shareholders of the Acquired Portfolio
in liquidation of the Acquired Portfolio. The Acquired Portfolio
and the Acquiring Fund have substantially similar investment
objectives.
Under the terms of the proposed reorganization, each
shareholder of the Acquired Portfolio 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 Acquired Portfolio 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
Acquired Portfolio. Proxy materials describing the proposed
reorganization will be mailed to Acquired Portfolio shareholders
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. In
anticipation of this transaction, shares of the Acquired Portfolio
will not be offered as of July 31, 1995.
________________________________
Dated: July 26, 1995
FD 01000 7/95
