SMITH BARNEY ARIZONA MUNICIPALS FUNDS INC
497, 1999-02-03
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SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
(the "Fund")

Supplement dated February 3, 1999 to 
Prospectus dated September 28, 1998



	The following revises and supersedes, as applicable, the 
discussion under "Portfolio Management":

	Effective February 2, 1999, Joseph Deane is responsible for 
the day-to-day operations of the Fund, including making all 
investment decisions.  Mr. Deane is a Managing Director of Salomon 
Smith Barney and a Portfolio Manager of Mutual Management Corp.




FD 01609









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