SMITH BARNEY MUNI FUNDS
Florida Limited Term Portfolio
Supplement to Prospectus dated July 1, 1996
On September 4, 1996, the Board of Trustees of Smith
Barney Muni Funds (the "Fund") approved on behalf of its
Florida Limited Term Portfolio (the "Florida Limited Term
Portfolio"), a proposed reorganization pursuant to which the
assets of the Florida Limited Term Portfolio would be
acquired by the Fund's Florida Portfolio (the "Florida
Portfolio"), through an exchange of shares of the Florida
Portfolio for the Florida Limited Term Portfolio's assets.
These shares would then be distributed to the Florida
Limited Term Portfolio's shareholders in liquidation of the
Florida Limited Term Portfolio. This reorganization would
permit shareholders of the Florida Limited Term Portfolio to
maintain an investment in a Federally tax exempt Fund
investing primarily in municipal obligations issued by the
State of Florida.
Under the terms of the proposed reorganization, each
shareholder of the Florida Limited Term Portfolio would
become a shareholder of the Florida Portfolio, receiving
shares of the Florida Portfolio with a value equal to the
value of the shareholder's investment in the Florida Limited
Term Portfolio in accordance with the terms of the
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
the shareholders of the Florida Limited Term Portfolio.
Proxy materials describing the proposed reorganization will
be mailed to the Florida Limited Term Portfolio's
shareholders in anticipation of a meeting of the
shareholders expected to be held in January, 1997. If
approved by shareholders at that time, the transaction will
occur as soon after the meeting as practicable
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Supplement Dated: September 17, 1996
FD0 1193
