SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
Supplement dated November 5, 1999
to the Prospectus dated March 30, 1999
The following information supplements, and to the extent inconsistent
therewith, supersedes, the information in the Prospectus under:
Comparative performance
This table indicates the risks of investing in the fund by comparing the
average annual total return of each class for the periods shown with that
of the Lehman Brothers Municipal Bond Index (the "Lehman Index"), a
broad-based unmanaged index of municipal bonds and the Lipper Massachusetts
Municipal Fund Average (the "Lipper Funds Average"), an average composed of
the fund's peer group of mutual funds. This table assumes imposition of the
maximum sales charge
applicable to the class, redemption of shares at the end of the period,
and reinvestment of distributions and dividends.
Average Annual Total Returns
Calendar Years Ended December 31, 1998
<TABLE>
<CAPTION>
Class 1 year 5 years 10 years Since inception Inception date
<S> <C> <C> <C> <C> <C>
A 1.69% 4.83% 7.22% 7.78% 12/21/87
B 0.96% 5.00% n/a 6.55% 11/30/92
L 3.41% n/a n/a 9.21% 11/10/94
Lehman Index 6.48% 6.22% 8.22% 8.39% *
Lipper Funds Average 5.44% 5.33% 7.57% 7.88% *
</TABLE>
* Index comparison begins on December 31, 1987.
FD 01739
