SMITH BARNEY MUNI FUNDS
Ohio 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
Ohio Portfolio (the "Ohio Portfolio"), a proposed
reorganization pursuant to which the assets of the Ohio
Portfolio would be acquired by the Fund's National Portfolio
(the "National Portfolio"), through an exchange of shares of
the National Portfolio for the Ohio Portfolio's assets.
These shares would then be distributed to shareholders of
the Ohio Portfolio in liquidation of the Ohio Portfolio.
This reorganization would permit shareholders of the Ohio
Portfolio to maintain an investment in a Federally tax
exempt Fund.
Under the terms of the proposed reorganization, each
shareholder of the Ohio Portfolio would become a shareholder
of the National Portfolio, receiving shares of the National
Portfolio with a value equal to the value of the
shareholder's investment in the Ohio 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 Ohio Portfolio. Proxy materials
describing the proposed reorganization will be mailed to
shareholders in anticipation of a meeting of the
shareholders of the Ohio Portfolio 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
__________________________
Supplement Dated: September 17, 1996
FD0 1192
