Smith Barney Precious Metals and Minerals Fund Inc.
(the "Fund")
Supplement to Prospectus
Dated March 1, 1995
On September 26, 1995 the Board of Directors of the
Fund voted to modify the investment objective of the Fund.
Pending shareholder approval, the current investment
objective would be broadened to permit the Fund to seek long
term capital appreciation by investing primarily in "Natural
Resource Investments" which are defined as equity and debt
securities of issuers which: (1) own or process natural
resources, such as precious metals, other minerals, water,
timberland, agricultural commodities and forest products;
(2) own or produce sources of energy such as oil, natural
gas, coal, uranium, geothermal, oil shale and biomass; (3)
participate in the exploration and development,
transportation, distribution and/or processing of natural
resources; (4) own or control oil, gas, or other mineral
leases, rights or royalties; (5) provide related services or
supplies, such as drilling, well servicing, chemicals, parts
or equipment; (6) develop or participate in energy-efficient
technologies; and (7) are involved in the upgrading or
processing of raw commodities into intermediate products.
The Fund would also be permitted to invest in gold bullion
and gold coins. A company is considered a Natural Resource
Investment when it derives at least 50% of its total revenue
from a business or activity described above.
Also on September 26, 1995, the Board voted to
terminate, subject to shareholder approval, the Fund's
investment advisory, sub-investment advisory and
administration agreements with Smith Barney Strategy
Advisers Inc., Lehman Brothers Global Asset Management
Limited and Smith Barney Mutual Funds Management Inc.
("SBMFM"), respectively. In addition, the Board proposed
that the Fund enter into a single management agreement (the
"Agreement") with SBMFM to provide advisory and
administration services. Under the Agreement, a management
fee would be paid to SBMFM at an annual rate of 0.75% of
the value of the Fund's average daily net assets. Currently
the Fund pays, in the aggregate, 0.95% for advisory, sub-
advisory and administration services. Thus, under the
Agreement, the Fund's expenses for management services would
be reduced by 0.20% of the value of average daily net assets
per annum.
The Board has instructed the Secretary of the Fund to
call a special meeting of shareholders, scheduled for
November, 1995, to consider the proposals discussed above.
If the change in investment objective is approved by the
shareholders at that meeting, the Fund's name will be
changed to "Smith Barney Natural Resources Fund Inc."
Supplement dated September 28, 1995
