SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
497, 1995-07-26
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         SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
       Supplement to Prospectus dated January 29, 1995
     On July 19, 1995, the Board of Trustees of  Smith
Barney Massachusetts Municipals Fund (the "Fund") approved a
reduction in the investment advisory fee paid by the Fund to
Smith Barney Mutual Funds Management Inc.  Accordingly,
effective November 17, 1995, the Fund's investment advisory
fee will be decreased from 0.35% to 0.30% of the average
daily net assets of the Fund.
Supplement dated July 20, 1995






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