SMITH BARNEY CALIFORNIA MUNICIPALS FUND INC.
SMITH BARNEY FLORIDA PORTFOLIO
SMITH BARNEY GEORGIA PORTFOLIO
SMITH BARNEY INCOME RETURN ACCOUNT PORTFOLIO
SMITH BARNEY INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS FUND
SMITH BARNEY INTERMEDIATE MATURITY NEW YORK MUNICIPALS FUND
SMITH BARNEY LIMITED TERM PORTFOLIO
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
SMITH BARNEY NATIONAL PORTFOLIO
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.
SMITH BARNEY NEW YORK PORTFOLIO
SMITH BARNEY OREGON MUNICIPALS FUND
SMITH BARNEY PENNSYLVANIA PORTFOLIO
SMITH BARNEY TAX-EXEMPT INCOME FUND
SUPPLEMENT DATED OCTOBER 7, 1996 TO PROSPECTUSES*
The following supplements and, to the extent inconsistent therewith,
supersedes the information contained in each Fund's Prospectus under
"Purchase
of Shares-Systematic Investment Plan":
For shareholders purchasing shares of the Fund through the Systematic
Investment Plan on a monthly basis, the minimum initial investment
requirement
for Class A, Class B and Class C shares and the minimum subsequent
investment
requirement for all Classes is $25. For shareholders purchasing shares
of the
Fund through the Systematic Investment Plan on a quarterly basis, the
minimum
initial investment requirement for Class A, Class B and Class C shares
and the
minimum subsequent investment requirement for all Classes is $50.
----------------------
The following information supplements the section of the Prospectus of
each
of the funds listed above (each a "Fund") entitled "Purchase of Shares--
Initial
Sales Charge Waivers:"
Purchases of Class A shares also may be made at net asset value
without a
sales charge by investors participating in a Smith Barney fee based
arrangement.
----------------------
The provisions contained in the Prospectus under "Exchange Privilege--
Class A
Exchanges" notwithstanding, effective October 4, 1996, Class A shares of
the
Fund that are exchanged for the same class of shares of another Smith
Barney
Mutual Fund sold with a higher maximum sales charge, will not be subject
to any
sales charge differential.
<PAGE>
- -----------
* Prospectuses dated:
<TABLE>
<S> <C>
SMITH BARNEY
CALIFORNIA
MUNICIPALS
FUND INC. June 3, 1996
SMITH BARNEY
FLORIDA
PORTFOLIO July 29, 1996
SMITH BARNEY
GEORGIA
PORTFOLIO July 1, 1996
SMITH BARNEY
INCOME RE-
TURN AC-
COUNT PORT-
FOLIO April 1, 1996
SMITH BARNEY
INTERMEDIATE
MATURITY
CALIFORNIA
MUNICIPALS
FUND March 22, 1996
SMITH BARNEY
INTERMEDIATE
MATURITY
NEW YORK
MUNICIPALS
FUND March 22, 1996
SMITH BARNEY
LIMITED
TERM PORT-
FOLIO July 29, 1996
SMITH BARNEY
MANAGED
MUNICIPALS
FUND INC. May 6, 1996
SMITH BARNEY
MASSACHUSETTS
MUNICIPALS
FUND January 29, 1996
SMITH BARNEY
NATIONAL
PORTFOLIO July 1, 1996
SMITH BARNEY
NEW JERSEY
MUNICIPALS
FUND INC. June 1, 1996
SMITH BARNEY
NEW YORK
PORTFOLIO July 29, 1996
SMITH BARNEY
OREGON
MUNICIPALS
FUND August 19, 1996
SMITH BARNEY
PENNSYLVANIA
PORTFOLIO July 1, 1996
SMITH BARNEY
TAX-EXEMPT
INCOME FUND November 28, 1995
</TABLE>
FD01212 10/96
