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SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND (the "Fund") Supplement dated February 4, 1999 to Prospectus dated March 30, 1998 The following revises and supersedes, as applicable, the discussion under "Portfolio Management": Effective February 2, 1999, Peter Coffey is responsible for the day-to-day operations of the Fund, including making all investment decisions. Mr. Coffey is a Managing Director of Salomon Smith Barney and a Portfolio Manager of Mutual Management Corp. FD 01610
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