SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
497, 1996-01-17
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         SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
                              
                  Supplement to Prospectus
                   dated January 29, 1995
                              
     Beginning on July 1, 1995, Smith Barney Massachusetts
Municipals Fund (the "Fund") began declaring dividends from
its net investment income daily. Dividends will ordinarily
be paid by the Fund on the last Friday of each month, to
shareholders of record as of the preceding Tuesday.


Supplement dated January 12, 1995

FD01072 1/96




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