SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
(the "Fund")
Supplement to Prospectus and
Statement of Additional Information
dated January 29, 1995
On June 12, 1995, Smith Barney Mutual Funds Management
Inc. assumed responsibility for all administrative functions
for the Fund, including functions previously performed by
The Boston Company Advisors, Inc. ("Boston Advisors"). As of
that date, Boston Advisors ceased to serve as sub-
administrator to the Fund.
Also as of June 12, 1995, PNC Bank, National
Association ("PNC") assumed responsibility as the custodian
for the Fund. As of that date, Boston Safe Deposit and
Trust Company, an affiliate of Boston Advisors, ceased to
serve as the Fund's custodian. PNC is located at 17th and
Chestnut Streets, Philadelphia, Pennsylvania.
Supplement dated July 11, 1995
