SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
497, 1996-01-24
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                        SMITH BARNEY
                MASSACHUSETTS MUNICIPALS FUND
                        (the "Fund")
                              
                  Supplement to Prospectus
                   dated January 29, 1995
                              
                              
       Beginning  on  July  1,  1995,  dividends  from   net
investment income 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 23, 1996

FD01082 1/96



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