SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
497, 1999-02-04
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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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