SMITH BARNEY MUNI FUNDS
Supplement dated June 12, 1998
to the Prospectuses dated July 29, 1997
The following information supplements, and to the extent
inconsistent therewith, replaces the information contained in
the current Prospectuses for the Portfolios indicated below.
Effective immediately, Class C shares will be renamed Class L
shares. Effective June 15, 1998, Class L shares will be
sold at net asset value per share plus a maximum initial sales
charge of 1.00%.
Class L Share Expenses:
The following expense table lists the costs and expenses an
investor will incur either directly or indirectly as a Class
L shareholder of the Portfolios shown below, based on the maximum
sales charge and maximum contingent deferred sales charge ("CDSC")
that may be incurred at the time of purchase or redemption and each
such Portfolio's operating expenses for its most recent fiscal year:
Florida
Georgia
New York
Pennsylvania
National
Limited Term
Shareholder Transaction Expenses
Maximum sales charge imposed
on purchases (as a percentage
of offering price)
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
Maximum CDSC
(as a percentage of original cost or
redemption proceeds, whichever is lower)
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
Annual Portfolio Operating Expenses
(as a percentage of average net assets)
Management fees
0.50%
0.33%
0.50%
0.38%
0.45%
0.50%
12b-1 fees
0.70
0.70
0.70
1.70
0.70
0.35
Other expenses
0.20
0.31
0.12
0.24
0.12
0.12
TOTAL PORTFOLIO OPERATING EXPENSES
1.40%
1.34%
1.32%
1.32%
1.27%
0.97%
EXAMPLE
The following example is intended to assist an investor
in understanding the various costs that an investor in Class
L shares of the Portfolios shown below will bear directly or
indirectly. The example assumes payment by each Portfolio of
operating expenses at the levels set forth in the preceding
table. See "Purchase of Shares," "Redemption of Shares" and
"Management of the Fund" in the Prospectus for more information.
An investor would pay the following expenses
On a $1,000 investment, assuming (1) 5.00% annual
return and (2) redemption at the end of
Each time period:
Florida Georgia New York Pennsylvania National Limited
Term
1 year $34 $34 $33 $33 $33 $30
3 years 54 52 51 51 50 41
5 years 86 83 82 82 79 63
10 years 176 170 167 167 162 128
An investor would pay the following expenses
On the same investment, assuming the same
Annual return and no redemption:
Florida Georgia New York Pennsylvania National Limited
Term
1 year $24 $24 $23 $23 $23 $20
3 years 54 52 51 51 50 41
5 years 86 83 82 82 79 63
10 years 176 170 167 167 162 128
The example also provides a means for the investor to compare expense
levels of funds with different fee structures over varying investment
periods. To facilitate such comparison, all funds are required to utilize
a 5.00% annual return assumption. However, each Portfolio's actual return
will vary and may be greater or less than 5.00%. This example should
not be considered a representation of past or future expenses
and actual expenses may be greater or less than those shown.
Purchase of Shares:
Until June 25, 1999 purchases of Class L shares by investors who
were holders of Class C shares of any Smith Barney Mutual Fund
on June 12,1998 will not be subject to the 1% front-end sales charge.
Class L shares do not have a conversion feature and, therefore,
are subject to an ongoing distribution fee. As a result, long term
shareholders of Class L shares may pay more than the economic equivalent
of the maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc.
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