SMITH BARNEY SHEARSON NEW JERSEY MUNICIPALS FUND INC
N-30D, 1995-05-30
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1995 
ANNUAL 
REPORT 

DESCRIPTION OF ART WORK ON REPORT COVER 

Small box above fund name showing a highway going across New Jersey's 
homes and trees. 

SMITH BARNEY 
NEW JERSEY 
MUNICIPALS 
FUND INC. 

MARCH 31, 1995 

Smith Barney Mutual Funds 
INVESTING IN YOUR FUTURE. 
EVERY DAY. 

NEW JERSEY MUNICIPALS FUND INC. 

DEAR SHAREHOLDER: 

We are pleased to provide you with the Annual Report and portfolio of in- 
vestments for Smith Barney New Jersey Municipals Fund Inc. (the "Fund") 
for the fiscal year ended March 31, 1995. Although municipal bond prices 
declined during the first half of the Fund's fiscal year, they rebounded 
quite sharply during its second half. Despite this variable and oftentimes 
difficult investment environment, the Fund provided investors in Class A 
shares with a total return of 6.37% and Class B shares with a total return 
of 5.76% for the twelve months ended March 31, 1995. Reflecting the im- 
provement in the municipal market that began in late 1994, Class C shares, 
a newly-available class of shares, earned a total return of 8.01% for the 
period between December 13, 1994 and March 31, 1995. Additional perfor- 
mance data for each class of shares during this and previous fiscal years 
is available in the performance section of the report which follows this 
letter. 

ECONOMIC AND MARKET OVERVIEW 

Much can be said about the municipal bond and other fixed income markets 
of the past twelve months, but they certainly cannot be described as dull. 
The Federal Reserve increased interest rates six times in 1994 and once in 
1995 in an attempt to slow the rate of economic growth and prevent infla- 
tion from increasing. This process resulted in declining bond prices and 
rising interest rates during the first half of the Fund's fiscal year. 
During the second half of the year, the market produced a powerful bond 
rally that began in December as investors came to the conclusion that an 
elusive "soft landing" was indeed possible and inflation posed no real 
threat. The Fund's net asset value rebounded as a result of this rally, 
allowing it to post an increase for this fiscal year. We anticipate that 
slower economic growth (at least over the near term) will contribute to a 
more stable interest rate environment in 1995 than investors experienced 
in 1994. We believe that this will be particularly true of the tax-exempt 
market. 

Prices for New Jersey tax-exempt securities rallied along with the rest of 
the municipal sector as investors, who had experienced a very difficult 
downturn in the market and perhaps even a significant erosion in the value 
of their investments, became more comfortable with the economic scenario 
that began unfolding in late 1994. In addition, Governor Whitman's tax re- 
ductions and general approach to less government have been viewed favor- 
ably by tax-exempt investors. As a result, demand from individual inves- 
tors has exceeded issuance and this, too, has led to higher prices for New 
Jersey tax-exempt securities. 

                   D I V I D E N D  P O L I C Y 

Although not explicitly stated in the Prospectus, the Fund's policy is to 
pay a level monthly dividend based on our projections for the municipal 
bond market and the general direction of interest rates. This policy has 
no appreciable affect on the Fund's investment strategies or net asset 
value per share since it is guided by market conditions. It means that we 
do not invest in more speculative securities that may undermine the 
Funds's net asset value per share in order to maintain an unrealistically 
high dividend policy. We continually monitor both the market and the 
Fund's income stream to see that our dividend projections are realistic. 

PORTFOLIO STRATEGY 

We have continued to invest the Fund's assets in a portfolio of high- 
quality New Jersey tax-exempt securities with an average maturity of 
approximately 21 years. As of the end of the Fund's fiscal year, 68% of 
the portfolio was invested in issues rated Aaa/AAA or Aa/AA -- the two 
highest ratings in the investment grade category -- by Moody's Investors 
Services and Standard & Poor's Corporation, respectively. We believe these 
securities offer our shareholders the best value. The majority of assets 
were invested in general obligation, hospital, education, utility and pol- 
lution control bonds. These types of bonds provide the Fund with competi- 
tive yields and a high degree of liquidity, which makes it easier to 
navigate through turbulent market periods. 

OUTLOOK 

While the fixed income market has had a meaningful rally since the 
beginning of 1995, we think that it will be difficult to sustain for the 
balance of the year. Although the market may encounter some periodic vola- 
tility, we believe that it will be relatively stable for the remainder of 
the year. Municipal bond issuance in New Jersey is almost 70% lower to 
date in 1995 than it was in 1994, and this trend is expected to continue 
for the balance of the year. This scarcity of supply should have a steady- 
ing effect on the market over the months ahead. 

As we have done since the Fund's inception in 1988, we will continue to 
strive to provide you with superior investment management results. We look 
forward to reporting to you in the Fund's semi-annual report to sharehold- 
ers. 

Sincerely, 

Heath B. McLendon              Lawrence T. McDermott 

Heath B. McLendon              Lawrence T. McDermott 
Chairman of the Board          Vice President and 
                               Investment Officer 

                               May 10, 1995 

           HISTORICAL PERFORMANCE -- CLASS A SHARES (UNAUDITED) 

<TABLE>
<CAPTION>

                       Net Asset Value 

Year Ended                                  Capital      Dividends   Return of   Total 
March 31             Beginning    Ending    Gains Paid   Paid        Capital     Return* 
<S>                  <C>          <C>       <C>          <C>         <C>         <C>
4/22/88 - 3/31/89     $11.40      $11.67      $0.01       $0.82         --         9.84% 
1990                  $11.67      $11.92      $0.03       $0.82         --         9.62% 
1991                  $11.92      $12.17      $0.05       $0.83       $0.01        9.89% 
1992                  $12.17      $12.44      $0.13       $0.77       $0.04       10.22% 
1993                  $12.44      $13.16      $0.14       $0.75       $0.01       13.49% 
1994                  $13.16      $12.55      $0.15       $0.70         --         1.66% 
1995                  $12.55      $12.62        --        $0.70         --         6.37% 
Total                                         $0.51       $5.39       $0.06 
Cumulative Total Return -- (4/22/88 through 3/31/95)                              78.96% 
<FN>
 * Figures assume reinvestment of all dividends and capital gains distri- 
   butions at net asset value and do not assume deduction of the front-end 
   sales charge (maximum 4.00%). 
</TABLE>

The Fund's policy is to distribute dividends monthly and capital gains, if 
any, annually. 

              AVERAGE ANNUAL TOTAL RETURN** -- CLASS A SHARES 
<TABLE>
<CAPTION>

                             Without Sales Charge             With Sales Charge*** 

                           With Fee         Without         With Fee        Without 
                            Waiver        Fee Waiver         Waiver        Fee Waiver 
                          and Expense     and Expense     and Expense     and Expense 
                         Reimbursement   Reimbursement   Reimbursement   Reimbursement 
<S>                      <C>             <C>             <C>             <C>
Year Ended 3/31/95            N/A            6.37%            N/A            2.11% 
Five Years Ended 
3/31/95                      8.25%           8.09%           7.37%           7.21% 
Inception 4/22/88 
through 3/31/95              8.75%           8.46%           8.11%           7.82% 
<FN>
 ** All average annual total return figures shown reflect reinvestment of 
    dividends and capital gains distributions at net asset value. The Fund 
    commenced operations on April 22, 1988. The Fund's investment adviser, 
    sub-investment adviser and/or administrator waived investment advi- 
    sory, sub-investment advisory and administration fees and/or reimbursed 
    expenses from April 22, 1988 to March 31, 1994. A shareholder's actual 
    return for periods during which waivers and reimbursements were in effect
    would be the higher of the two numbers shown. 

*** Average annual total return figures shown assume the deduction of the 
    maximum 4.00% sales charge at the time of investment. 

    NOTE: On November 6, 1992, existing shares of the Fund were desig- 
    nated Class A shares. Class A shares are subject to a maximum 4.00% 
    front-end sales charge and an annual service fee of 0.15% of the value 
    of the average daily net assets attributable to that class. The Fund's 
    annual rates of return would have been lower had service fees been in 
    effect prior to November 6, 1992. 
</TABLE>

              GROWTH OF $10,000 INVESTED IN CLASS A SHARES OF 
               SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.+ 
                 VS. LIPPER NEW JERSEY PEER GROUP AVERAGE 
                      AND LEHMAN MUNICIPAL BOND INDEX 

                     April 22, 1988 -- March 31, 1995 

DESCRIPTION OF MOUNTAIN CHART IN COVERS (CLASS A) 

A line graph depicting the total growth (including reinvestment of divi- 
dends and capital gains) of a hypothetical investment of $10,000 in New 
Jersey Municipals Fund's Class A shares on April 22, 1988 through March 
31, 1995 as compared with the growth of a $10,000 investment in Lipper New 
Jersey Peer Group Average and Lehman Municipal Bond Index. The plot points 
used to draw the line graph were as follows: 


<TABLE>
<CAPTION>
                                          GROWTH OF $10,000    GROWTH OF $10,000 
                     GROWTH OF $10,000    INVESTMENT IN THE    INVESTMENT IN THE 
                   INVESTED IN CLASS A    LIPPER NEW JERSEY    LEHMAN MUNICIPAL 
MONTH ENDED         SHARES OF THE FUND    PEER GROUP AVERAGE      BOND INDEX 
<S>                <C>                    <C>                  <C>
04/22/88                 $ 9,600                  --                  -- 
04/88                    $ 9,651               $10,000             $10,000 
05/88                    $ 9,726               $10,002             $ 9,971 
06/88                    $ 9,916               $10,215             $10,117 
09/88                    $10,236               $10,531             $10,375 
12/88                    $10,530               $10,835             $10,568 
03/89                    $10,545               $10,895             $10,638 
06/89                    $11,160               $11,571             $11,268 
09/89                    $11,159               $11,501             $11,276 
12/89                    $11,506               $11,905             $11,709 
03/90                    $11,559               $11,926             $11,761 
06/90                    $11,861               $12,218             $12,036 
09/90                    $11,855               $12,167             $12,043 
12/90                    $12,429               $12,749             $12,563 
03/91                    $12,701               $13,042             $12,846 
06/91                    $12,943               $13,321             $13,121 
09/91                    $13,526               $13,873             $13,631 
12/91                    $13,949               $14,303             $14,089 
03/92                    $13,999               $14,331             $14,131 
06/92                    $14,577               $15,261             $14,667 
09/92                    $14,970               $14,914             $15,058 
12/92                    $15,264               $15,573             $15,332 
03/93                    $15,888               $16,169             $15,901 
06/93                    $16,452               $16,768             $16,421 
09/93                    $17,038               $17,349             $16,976 
12/93                    $17,246               $17,522             $17,214 
03/94                    $16,152               $16,463             $16,269 
06/94                    $16,299               $16,549             $16,450 
09/94                    $16,384               $16,644             $16,562 
12/94                    $16,039               $16,348             $16,324 
03/95                    $17,181               $17,406             $17,478 
</TABLE>

+ Illustration of $10,000 invested in Class A shares on April 22, 1988 as- 
  suming deduction of the maximum 4.00% sales charge at the time of in- 
  vestment and reinvestment of dividends and capital gains distributions 
  at net asset value through March 31, 1995. 

  LIPPER NEW JERSEY PEER GROUP AVERAGE -- The Lipper New Jersey Peer Group 
  Average is composed of an average of the Fund's peer group of mutual 
  funds (50 as of March 31, 1995) investing in New Jersey tax-exempt 
  bonds. 

  LEHMAN MUNICIPAL BOND INDEX -- The Lehman Municipal Bond Index is an un- 
  managed, broad-based index which includes about 8,000 tax-free bonds and 
  reflects approximately $300 billion of market capitalization. 

  Index information is available at month-end only; therefore the closest 
  month-end to inception date of the Fund has been used. 

  NOTE: All figures cited here represent past performance of the Fund and 
  do not guarantee future results. 

           HISTORICAL PERFORMANCE -- CLASS B SHARES (UNAUDITED) 

<TABLE>
<CAPTION>

                           Net Asset Value 

Year Ended                                      Capital      Dividends   Return of   Total 
March 31                 Beginning    Ending    Gains Paid   Paid        Capital     Return* 
<S>                      <C>          <C>       <C>          <C>         <C>         <C>
11/6/92 - 3/31/93         $12.75      $13.16      $0.14        $0.27       $0.01       6.60% 
1994                      $13.16      $12.55      $0.15        $0.63         --        1.15% 
1995                      $12.55      $12.62        --         $0.62         --        5.76% 
Total                                             $0.29        $1.52       $0.01 
 Cumulative Total Return -- (11/6/92 through 3/31/95)                                 14.04% 
<FN>
 * Figures assume reinvestment of all dividends and capital gains distri- 
   butions at net asset value and do not assume deduction of the contin- 
   gent deferred sales charge ("CDSC"). 
</TABLE>

              AVERAGE ANNUAL TOTAL RETURN** -- CLASS B SHARES 

<TABLE>
<CAPTION>

                                 Without CDSC                     With CDSC*** 

                           With Fee         Without         With Fee        Without 
                            Waiver        Fee Waiver         Waiver        Fee Waiver 
                          and Expense     and Expense     and Expense     and Expense 
                         Reimbursement   Reimbursement   Reimbursement   Reimbursement 
<S>                      <C>             <C>             <C>             <C>
Year Ended 3/31/95            N/A            5.76%            N/A            1.26% 
Inception 11/6/92 
through 3/31/95              5.63%           5.55%           4.47%           4.40% 
<FN>
 ** All average annual total return figures shown reflect reinvestment of 
    dividends and capital gains distributions at net asset value. The 
    Fund's investment adviser, sub-investment adviser and/or administrator 
    waived fees and/or reimbursed expenses from November 6, 1992 to March 
    31, 1994. A shareholder's actual return for periods during which waiv- 
    ers and reimbursements were in effect would be the higher of the two 
    numbers shown. 

*** Average annual total return figures shown assume the deduction of the 
    maximum applicable CDSC which is described in the prospectus. 

    NOTE: The Fund began offering Class B shares on November 6, 1992. 
    Class B shares are subject to a maximum 4.50% CDSC and annual service 
    and distribution fees of 0.15% and 0.50%, respectively, of the value 
    of the average daily net assets attributable to that class. 
</TABLE>

              GROWTH OF $10,000 INVESTED IN CLASS B SHARES OF 
               SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.+ 
                 VS. LIPPER NEW JERSEY PEER GROUP AVERAGE 
                      AND LEHMAN MUNICIPAL BOND INDEX 

                    November 6, 1992 -- March 31, 1995 

DESCRIPTION OF MOUNTAIN CHART IN COVERS (CLASS B) 

A line graph depicting the total growth (including reinvestment of divi- 
dends and capital gains) of a hypothetical investment of $10,000 in New 
Jersey Municipals Fund's Class B shares on November 6, 1992 through March 
31, 1995 as compared with the growth of a $10,000 investment in Lipper New 
Jersey Peer Group Average and Lehman Municipal Bond Index. The plot points 
used to draw the line graph were as follows: 


<TABLE>
<CAPTION>
                                          GROWTH OF $10,000    GROWTH OF $10,000 
                     GROWTH OF $10,000    INVESTMENT IN THE    INVESTMENT IN THE 
                   INVESTED IN CLASS B    LIPPER NEW JERSEY    LEHMAN MUNICIPAL 
MONTH ENDED         SHARES OF THE FUND    PEER GROUP AVERAGE      BOND INDEX 
<S>                <C>                    <C>                  <C>
10/31/92                    --                 $10,000             $10,000 
11/06/92                 $10,000                  --                  -- 
11/92                    $10,140               $10,265             $10,179 
12/92                    $10,255               $10,398             $10,283 
03/93                    $10,660               $10,797             $10,664 
06/93                    $11,025               $11,197             $11,013 
09/93                    $11,404               $11,585             $11,385 
12/93                    $11,529               $11,700             $11,545 
03/94                    $10,782               $10,993             $10,911 
06/94                    $10,865               $11,051             $11,032 
09/94                    $10,907               $11,114             $11,108 
12/94                    $10,662               $10,916             $10,948 
03/95                    $11,404               $11,623             $11,722 
</TABLE>

  + Illustration of $10,000 invested in Class B shares on November 6, 1992 
    assuming reinvestment of dividends and capital gains distributions at 
    net asset value through March 31, 1995. 

 ++ Value does not assume deduction of applicable CDSC. 

+++ Value assumes deduction of applicable CDSC (assuming redemption on 
    March 31, 1995). 

LIPPER NEW JERSEY PEER GROUP AVERAGE -- The Lipper New Jersey Peer Group 
Average is composed of an average of the Fund's peer group of mutual funds 
(50 as of March 31, 1995) investing in New Jersey tax- exempt bonds. 

LEHMAN MUNICIPAL BOND INDEX -- The Lehman Municipal Bond Index is an un- 
managed, broad-based index which includes about 8,000 tax-free bonds and 
reflects approximately $300 billion of market capitalization. 

Index information is available at month-end only; therefore, the closest 
month-end to inception date of the Fund has been used. 

NOTE: All figures cited here represent past performance of the Fund and 
do not guarantee future results. 

           HISTORICAL PERFORMANCE -- CLASS C SHARES (UNAUDITED) 
<TABLE>
<CAPTION>

                           Net Asset Value 

Period Ended                                    Capital      Dividends   Total 
March 31                 Beginning    Ending    Gains Paid   Paid        Return* 
<S>                      <C>          <C>       <C>          <C>         <C>
12/13/94 - 3/31/95         $11.86     $12.62        --         $0.18      8.01% 
Cumulative Total Return -- (12/13/94 through 3/31/95)                     8.01% 
<FN>
 * Figures assume reinvestment of all dividends and capital gains distri- 
   butions at net asset value and do not assume deduction of the CDSC. 
</TABLE>

                AGGREGATE TOTAL RETURN** -- CLASS C SHARES 

<TABLE>
<CAPTION>

                                        Without CDSC                   With CDSC 
                                           Actual                      Actual*** 
<S>                                     <C>                            <C>
Inception 12/13/94 
through 3/31/95                             8.01%                        7.01% 
<FN>
 ** All aggregate total return figures shown reflect reinvestment of divi- 
    dends and capital gains distributions at net asset value. 
*** Aggregate total return figures shown assume the deduction of the maxi- 
    mum applicable CDSC which is described in the prospectus. 

    NOTE: The Fund began offering Class C shares on November 7, 1994 and 
    commenced selling these shares on December 13, 1994. Class C shares 
    are subject to a maximum 1.00% CDSC and annual service and distribu- 
    tion fees of 0.15% and 0.55%, respectively, of the value of the aver- 
    age daily net assets attributable to that class. 
</TABLE>

PORTFOLIO HIGHLIGHTS (UNAUDITED)                            MARCH 31, 1995 

INDUSTRY BREAKDOWN 

DESCRIPTION OF PIE CHARTS IN SHAREHOLDER REPORT 

Pie chart depicting the allocation of the New Jersey Municipals Fund's in- 
vestment securities held at March 31, 1995 by industry classification. The 
pie is broken in pieces representing industries in the following percent- 
ages: 

<TABLE>
<CAPTION>
 INDUSTRY                                                            PERCENTAGE 
<S>                                                                  <C>
TRANSPORTATION                                                           1.8% 
HOUSING                                                                  4.8% 
POLLUTION CONTROL                                                        9.6% 
EDUCATION                                                               12.3% 
UTILITY                                                                 10.4% 
OTHER                                                                   17.6% 
HOSPITAL                                                                20.3% 
GENERAL OBLIGATIONS                                                     21.7% 
NET OTHER ASSETS AND LIABILITIES                                         1.5% 
</TABLE>

SUMMARY OF MUNICIPAL BONDS AND SHORT-TERM 
TAX-EXEMPT INVESTMENTS BY COMBINED RATINGS 

<TABLE>
<CAPTION>

                                           Standard &              Percentage of 
   Moody's                                   Poor's                Market Value 
   <S>                     <C>             <C>                     <C>
     Aaa                   or                  AAA                      55% 
      Aa                                       AA                       13 
      A                                        A                        11 
     Baa                                      BBB                       10 
      NR                                       NR                       11 
                                                                       100% 
</TABLE>

AVERAGE MATURITY  21.4 years 

PORTFOLIO OF INVESTMENTS                                    MARCH 31, 1995 

                      KEY TO INSURANCE ABBREVIATIONS 
    AMBAC -- American Municipal Bond Assurance Corporation  
    BIGI  -- Bond Investors Guaranty Insurance 
    FGIC  -- Federal Guaranty Insurance Corporation 
    FHA   -- Federal Housing Administration 
    FSA   -- Federal Security Assurance 
    MBIA  -- Municipal Bond Investors Assurance 


<TABLE>
<CAPTION>
                                                            RATINGS 
                                                          (UNAUDITED) 
                                                                          MARKET VALUE 
FACE VALUE                                              MOODY'S    S&P      (NOTE 1) 
<S>           <C>                                       <C>        <C>    <C>
MUNICIPAL BONDS AND NOTES -- 98.3% 
              NEW JERSEY -- 98.0% 
              Atlantic County, New Jersey: 
$2,500,000    Certificates of Participation, Public 
              Facilities Lease Agreement, (FGIC In- 
              sured), 
               7.400% due 3/1/2009                      Aaa       AAA     $  2,903,125 
   375,000    Improvement Authority Revenue, Luxury 
              Tax Revenue, (Convention Center), (MBIA 
              Insured), 
               7.400% due 7/1/2016                      Aaa       AAA        432,656 
   950,000    Utilities Authority, Solid Waste Reve- 
              nue, 
               7.125% due 3/1/2016                      Baa       NR         917,937 

 1,340,000    Bayonne, New Jersey, General Obligation 
              Bonds, (FGIC Insured), 
               6.125% due 5/1/2014                      Aaa       AAA      1,361,775 

   700,000    Beachwood, New Jersey, Sewer Authority 
              Revenue, Junior Lien, 
               6.500% due 12/1/2012                     Baa1      NR         713,125 

   665,000    Belvedere, New Jersey, General Obliga- 
              tion Refunding Bonds, (AMBAC Insured), 
               7.300% due 12/1/2014                     Aaa       AAA        729,837 

 1,000,000    Bordentown, New Jersey, Sewerage Au- 
              thority Revenue, Series C, (MBIA In- 
              sured), 
               6.900% due 12/1/2016                     Aaa       AAA      1,056,250 

 1,000,000    Camden County, New Jersey, Improvement 
              Authority Revenue, Series B, (AMBAC In- 
              sured), 
               5.250% due 12/1/2018                     Aaa       AAA        916,250 

   385,000    Cape May County, New Jersey, Bridge 
              Commission, Guaranteed Revenue Bonds, 
               6.700% due 6/1/2002                      A1        A          399,919 

   200,000    Delaware River Junction, Toll Bridge 
              Commission, Refunding Bonds, (FGIC In- 
              sured), 
               6.250% due 7/1/2012                      Aaa       AAA        206,750 

   500,000    Delaware River Port Authority, Pennsyl- 
              vania and New Jersey, Delaware River 
              Bridge Revenue Refunding, (AMBAC In- 
              sured), 
               7.375% due 1/1/2007                      Aaa       AAA        543,750 

   550,000    Dover, New Jersey, Board of Education, 
              Certificates of Participation, (FGIC 
              Insured), 
               6.600% due 6/1/2011                      Aaa       AAA        576,812 

              Essex County, New Jersey: 
   175,000    General Obligation Bonds, (FSA In- 
              sured), 
               6.500% due 12/1/2011                     Aaa       AAA        182,438 
 2,500,000    Improvement Authority, (FGIC Insured), 
               5.200% due 12/1/2024                     Aaa       AAA      2,215,625 
   650,000    Improvement Authority, Newark, Lease 
              Revenue Bonds, 
               6.600% due 4/1/2014                      Baa1     BBB+        650,812 

   750,000    Evesham Township, New Jersey, Board of 
              Education, Certificates of Participa- 
              tion, (FGIC Insured), 
               6.875% due 9/1/2011                      Aaa       AAA        809,062 

              Gloucester County, New Jersey: 
   900,000    Utilities Authority, 
               6.250% due 1/1/2024                      A1        AA-        910,125 
 1,000,000    Utilities Authority, Sewerage System 
              Revenue, Series 91A, 
               6.500% due 1/1/2021                      A1        AA-      1,023,750 

   500,000    Hoboken, New Jersey, Parking Authority 
              Revenue, (FGIC Insured), 
               6.000% due 6/1/2014                      Aaa       AAA        503,125 

              Hudson County, New Jersey: 
   425,000    Certificates of Participation, Correc- 
              tional Facilities, (MBIA Insured), 
               6.600% due 12/1/2021                     Aaa       AAA        443,062 
   200,000    General Obligation Bonds, (FGIC In- 
              sured), 
               6.550% due 7/1/2010                      Aaa       AAA        214,250 
 3,750,000    Improvement Authority, Solid Waste Sys- 
              tem Revenue, 
               7.100% due 1/1/2020                      NR       BBB-      3,506,250 
 1,000,000    Improvement Authority, Solid Waste Sys- 
              tem Revenue, Series A, 
               6.100% due 7/1/2020                      NR        A+         980,000 

              Jersey City, New Jersey: 
 1,700,000    Sewerage Authority, (AMBAC Insured), 
               6.250% due 1/1/2014                      Aaa       AAA      1,778,625 
   530,000    Water Utility, General Obligation 
              Bonds, (AMBAC Insured), 
               7.500% due 10/1/2003                     Aaa       AAA        571,737 

 1,385,000    Kearney, New Jersey, Municipal Utili- 
              ties Authority Revenue, (FGIC Insured), 
               7.300% due 11/15/2018                    Aaa       AAA      1,662,000 

 1,500,000    Lower Township, New Jersey, Municipal 
              Utilities Authority, (MBIA Insured), 
               6.125% due 12/1/2013                     Aaa       AAA      1,528,125 

 1,000,000    Lumberton Township, New Jersey, School 
              District, Certificates of Participa- 
              tion, (Fiscal Funding New Jersey, 
              Inc.), (MBIA Insured), 
               6.100% due 10/1/2013                     Aaa       AAA      1,017,500 

   200,000    Mercer County, New Jersey, Improvement 
              Authority Revenue, Refunding Bonds, 
              Solid Waste, Series A, (FGIC Insured), 
               6.700% due 4/1/2012                      Aaa       AAA        210,750 

              Middlesex County, New Jersey, Pollution 
              Control Authority Financing Revenue, 
              (Amerada Hess): 
 1,000,000     7.875% due 6/1/2022                      NR        NR       1,098,750 
 2,000,000     6.875% due 12/1/2022                     NR        NR       2,042,500 

   500,000    Monroe Township, New Jersey, Municipal 
              Utilities Authority, Gloucester County 
              Revenue, (AMBAC Insured), 
               6.650% due 7/1/2011                      Aaa       AAA        530,000 

              Morris Township, New Jersey, General 
              Obligation Notes: 
   550,000     6.550% due 7/1/2009                      Aa        AA         601,562 
   550,000     6.550% due 7/1/2010                      Aa        AA         601,562 
   500,000     6.550% due 7/1/2011                      Aa        AA         545,625 

1,200,000    Morristown, New Jersey, Revenue Refund- 
              ing, General Obligation Bonds, 
               6.500% due 2/1/2006                      A1        A+       1,252,500 

 1,000,000    New Brunswick, New Jersey, Parking Au- 
              thority Revenue, City Guaranteed Park- 
              ing, Series A, 
               6.500% due 9/1/2019                      Aaa       AAA      1,041,250 

              New Jersey, Economic Development Au- 
              thority: 
 1,000,000    Economic Development Revenue, (Health 
              Village Inc.), 
               7.800% due 5/1/2016                      NR        BBB      1,055,000 
   480,000    Economic Development Revenue, (National 
              Association of Accountants), 
               7.650% due 7/1/2009                      NR        NR         509,400 
   660,000    Economic Development Revenue, Series S, 
              (Princeton Montessori Society), 
               6.500% due 6/1/2012                      Aaa       NR         673,200 
 1,000,000    Economic Development Revenue, (Trane 
              Division), (1990 Project), 
               9.500% due 9/1/2000                      NR        NR       1,113,750 
 1,500,000    Economic Development Revenue, (Zirser- 
              Greenbriar), 
               7.375% due 7/15/2003                     NR        NR       1,496,250 
 1,500,000    Electric Revenue, (Vineland Cogenera- 
              tion Limited Partnership), 
               7.875% due 6/1/2019                      NR        NR       1,567,500 
 1,250,000    Industrial Revenue, (Garden State Paper 
              Co.), 
               7.125% due 4/1/2022                      Aa1       NR       1,295,313 
 2,005,000    Industrial Revenue, (State Plaza Park 
              and Ride Limited Partnership), 
               6.625% due 7/1/2003                      NR        NR       2,030,063 
 1,000,000    Miscellaneous Revenue, (State Con- 
              tract), (FSA Insured), 
               6.000% due 3/15/2021                     Aaa       AAA        997,500 
 1,000,000    Natural Gas Facilities Revenue, (NUI 
              Corporation), Series A, (AMBAC Insured) 
               6.350% due 10/1/2022                     Aaa       AAA      1,022,500 
   500,000    Nursing Home Revenue, (Absecon Manor 
              Project), (FHA Insured), 
               8.250% due 2/1/2028                      NR        AA+        520,625 
 1,500,000    Nursing Home Revenue, Series A, (Fran- 
              ciscan Oaks), 
               8.500% due 10/1/2023                     NR        NR       1,518,750 
 1,000,000    Nursing Home Revenue, (Morris Hall-St. 
              Lawrence), 
               6.250% due 4/1/2025                      NR        A+         992,500 
 2,500,000    Nursing Home Revenue, (RWJ Health Care 
              Corporation), (FSA Insured), 
               6.500% due 7/1/2024                      Aaa       AAA      2,575,000 
              Nursing Home Revenue, (St. Barnabas Re- 
              alty Development Corporation), (MBIA 
              Insured): 
 2,000,000     5.250% due 7/1/2013                      Aaa       AAA      1,850,000 
   500,000     5.250% due 7/1/2020                      Aaa       AAA        450,000 
 4,500,000    Pollution Control Revenue, (Public Ser- 
              vice Electric & Gas Corporation), (MBIA 
              Insured), 
               6.400% due 5/1/2032                      Aaa       AAA      4,522,500 
 1,500,000    Sewer Facilities Revenue, (Atlantic 
              City Sewer Facility), 
               7.250% due 12/1/2011                     NR        A        1,612,500 
 1,500,000    Terminal Revenue, (GATX Terminal Corpo- 
              ration), Series 1994, 
               7.300% due 9/1/2019                      Baa1      A-       1,629,375 
 1,000,000    Waste Paper Recycling Revenue, (Marcel 
              Paper Mills Inc. Project), 
               8.500% due 2/1/2010                      NR        NR       1,116,250 
   750,000    Water Revenue, Series D, (Hackensack 
              Water), 
               7.000% due 10/1/2017                     NR        A          768,750 

              New Jersey Health Care Facilities, Fi- 
              nancing Authority Revenue: 
   250,000    (Atlantic City Medical Center), Series 
              B, (FHA Insured), 
               8.375% due 8/1/2020                      Aaa       AAA        278,125 
 1,000,000    (Atlantic City Medical Center), Series 
              C, 
               6.800% due 7/1/2011                      A         A-       1,038,750 
              (Burdett Tomlin Memorial Hospital), Se- 
              ries D, (FGIC Insured): 
 1,400,000     6.500% due 7/1/2012                      Aaa       AAA      1,452,500 
   850,000     6.500% due 7/1/2021                      Aaa       AAA        876,563 
              (Columbus Hospital), Series A: 
 1,200,000     7.200% due 7/1/2001                      Baa1      BB-      1,209,000 
 1,000,000     7.500% due 7/1/2021                      Baa1      BB-        963,750 
 1,500,000    (Community Medical Center), Series E, 
              (MBIA Insured), 
               6.000% due 7/1/2019                      Aaa       AAA      1,498,125 
   250,000    (Community Memorial Hospital Associa- 
              tion), Series C, 
               8.000% due 7/1/2014                      A         A-         267,500 
 1,550,000    (Deborah Heart & Lung Center), 
               6.300% due 7/1/2023                      Baa1     BBB+      1,505,438 
 1,500,000    (Helene Fuld Medical Center), Series C, 
               8.125% due 7/1/2013                      Aaa       A        1,616,250 
 3,000,000    (Irvington General Hospital), (FHA In- 
              sured), 
               6.375% due 8/1/2015                      NR        AAA      3,090,000 
 1,125,000    (J.F.K. Health System), Obligated 
              Group, (FGIC Insured), 
               6.700% due 7/1/2021                      Aaa       AAA      1,178,438 
   260,000    (Kennedy Memorial University Medical 
              Center), Series D, 
               7.875% due 7/1/2009                      A         A-         276,900 
   435,000    (Kimball Medical Center), Series C, 
               8.000% due 7/1/1998                      Baa      BBB-        452,400 
   830,000    (Medical Center of Ocean County), Se- 
              ries C, (FSA Insured), 
               6.750% due 7/1/2020                      Aaa       AAA        874,613 
   825,000    (Muhlenberg Regional Medical Center), 
              Series A, (AMBAC Insured), 
               8.000% due 7/1/2018                      Aaa       AAA        900,281 
 3,550,000    (Newark Beth Israel Medical Center), 
              (FSA Insured), 
               6.000% due 7/1/2024                      Aaa       AAA      3,510,063 
   600,000    (Newcomb Medical Center), Series A, 
               7.875% due 7/1/2003                      Baa      BBB+        645,750 
 2,000,000    (Ocean County Hospital), 
               6.250% due 7/1/2023                      Baa       NR       1,795,000 
 1,000,000    (Overlook Hospital Association), Series 
              E, (FGIC Insured), 
               6.700% due 7/1/2017                      Aaa       AAA      1,032,500 
 1,000,000    (Raritan Bay Medical Center), 
               7.250% due 7/1/2027                      NR        NR         940,000 
 1,250,000    (St. Elizabeth's Hospital Project), Se- 
              ries B, 
               8.250% due 7/1/2020                      Baa       BBB      1,326,563 
 1,750,000    (St. Mary Hospital), 
               5.875% due 7/1/2012                      Baa      BBB-      1,529,063 
   820,000    (Spectrum for Living), (FHA Insured), 
               6.500% due 2/1/2022                      NR        AAA        836,400 
   750,000    (Wayne General Hospital), (FHA In- 
              sured), 
               5.750% due 8/1/2011                      NR        AAA        723,750 

              New Jersey Sports and Expo Authority, 
              Series A, State Contract: 
 1,250,000     6.250% due 7/1/2020, (MBIA Insured)      Aaa       AAA      1,267,188 
 2,900,000     6.000% due 3/1/2021                      Aa        A+       2,871,000 
 2,000,000     8.000% due 1/1/2025                      NR        NR       2,087,500 

 2,500,000    New Jersey State, Certificates of Par- 
              ticipation, Equipment Leasing Revenue, 
              Series A, 
               6.400% due 4/1/2005                      A1        A+       2,621,875 

              New Jersey State Educational Facili- 
              ties, Financing Authority Revenue, 
              Higher Education: 
 1,285,000    (Drew University), Series B, 
               7.450% due 2/1/2005                      NR        A        1,376,556 
 2,700,000    (Farleigh Dickinson University), Series 
              C, 
               6.625% due 7/1/2023                      NR        NR       2,369,250 

 2,500,000    New Jersey State, General Obligation 
              Bond, Series D, 
               8.000% due 2/15/2007                     Aa1       AA+      3,050,000 

 2,500,000    New Jersey State Higher Education As- 
              sistance, 
               5.300% due 7/1/2010                      NR        A+       2,293,750 

              New Jersey State Housing & Mortgage Fi- 
              nance Agency: 
 1,500,000    Mortgage Revenue Refunding, (Manor 
              Apartments, Newark), Series A, (FHA In- 
              sured), 
               7.500% due 2/15/2024                     NR        AAA      1,603,125 
              Multifamily Housing Revenue: 
 1,550,000    (Presidential Plaza-FHA), Series 1, 
               7.000% due 5/1/2030                      NR        AAA      1,612,000 
 1,000,000    (Regency Park Project), Series H, 
               7.700% due 11/1/2030                     NR        AA       1,043,750 
              Home Mortgage Revenue, (MBIA Insured): 
   740,000    Series B, 
               8.100% due 10/1/2017                     Aaa       AAA        788,100 
    30,000    Series C, 
               8.375% due 4/1/2017                      Aaa       AAA         32,175 
   315,000    Series D, 
               7.700% due 10/1/2029                     Aaa       AAA        332,719 

 1,500,000    New Jersey State Transportation Trust 
              Fund, (FSA Insured), 
               4.750% due 6/15/2003                     Aaa       AAA      1,436,250 

              North Bergen, New Jersey: 
 1,500,000    Township Capital Appreciation, (FSA In- 
              sured), 
               8.000% due 8/15/2007                     Aaa       AAA      1,818,750 
 1,960,000    Township Municipal Utilities Authority, 
              Sewer Revenue, (FGIC Insured), 
               7.875% due 12/15/2009                    Aaa       AAA      2,359,350 

              North Jersey District Water Supply Com- 
              mission, New Jersey Refunding, (Wanaque 
              North Project), Series A, (MBIA In- 
              sured): 
 2,500,000     6.000% due 7/1/2021                      Aaa       AAA      2,503,125 
 1,195,000     6.500% due 11/15/2021                    Aaa       AAA      1,248,775 

              Old Bridge Township, New Jersey, Gen- 
              eral Obligation Bonds, (FGIC Insured): 
   560,000     6.550% due 7/15/2010                     Aaa       AAA        588,700 
   720,000     6.550% due 7/15/2011                     Aaa       AAA        756,900 
   750,000    Municipal Utilities Authority Revenue, 
              (FGIC Insured), 
               6.400% due 11/1/2009                     Aaa       AAA        787,500 

              Passaic Valley, New Jersey, Sewer Com- 
              mission Revenue, Water Supply Revenue, 
              Series A: 
 2,000,000    (AMBAC Insured), 
               5.875% due 12/1/2022                     Aaa       AAA      1,960,000 
   100,000    (FGIC Insured), 
               6.400% due 12/15/2022                    Aaa       AAA        102,750 

   500,000    Perth Amboy, New Jersey, Board of Edu- 
              cation, Certificates of Participation, 
              (FSA Insured), 
               6.125% due 12/15/2017                    Aaa       AAA        507,500 

 1,750,000    Piscataway Township, New Jersey School 
              District, (FHA Insured), 
               5.375% due 12/15/2010                    Aaa       AAA      1,664,687 

 1,750,000    Pleasantville, New Jersey, School Dis- 
              trict, Certificates of Participation, 
              (Fiscal Funding New Jersey, Inc.), 
              (BIGI Insured), 
               7.700% due 10/1/2013                     Aaa       AAA      1,894,375 

 2,000,000    Port Authority New York and New Jersey, 
              Consolidated Loan, Series 96, (FGIC In- 
              sured), 
               6.600% due 10/1/2023                     Aaa       AAA      2,075,000 

   750,000    Rutgers State University, New Jersey, 
              University of New Jersey, Series P, 
               6.850% due 5/1/2021                      A1        AA         803,437 

   740,000    Sayreville, New Jersey, Housing Devel- 
              opment Corporation, Mortgage Revenue, 
              FHA Refunding, (Lakeview Apartments), 
               7.750% due 8/1/2024                      NR        AAA        811,225 

 1,500,000    Scotch Plains Township, New Jersey, Se- 
              nior Citizen Housing Corporation, Reve- 
              nue Bonds, 
               5.750% due 3/1/2023                      Aa        NR       1,408,125 

 2,500,000    Somerset Raritan Valley, New Jersey, 
              Sewer Authority Revenue, Series G, 
               6.750% due 7/1/2010                      A1        AA         2,637,500 

   500,000    South Amboy, New Jersey, General Obli- 
              gation Bonds, (MBIA Insured), 
               6.375% due 12/1/2010                     Aaa       AAA          523,750 

              South Brunswick Township, New Jersey 
              Board of Education, (FGIC Insured): 
 1,500,000     6.400% due 8/1/2018                      Aaa       AAA        1,556,250 
 1,500,000     6.400% due 8/1/2019                      Aaa       AAA        1,550,625 

   750,000    South Monmouth, New Jersey, Regional 
              Sewer Authority, (MBIA Insured), 
               6.000% due 1/15/2014                     Aaa       AAA          760,313 

 1,000,000    Southeast Morris County, New Jersey, 
              Municipal Utilities Authority, Water 
              Revenue, Series A, (FGIC Insured), 
               6.500% due 1/1/2011                      Aaa       AAA        1,043,750 

 1,500,000    Stafford, New Jersey, Municipal Utili- 
              ties Authority, Sewer and Water Reve- 
              nue, (FGIC Insured), 
               6.125% due 12/1/2022                     Aaa       AAA        1,520,625 

   750,000    Trenton, New Jersey, General Obligation 
              Bonds, (MBIA Insured), 
               6.550% due 8/15/2009                     Aaa       AAA          790,312 

   900,000    Union City, New Jersey, General Obliga- 
              tion Bonds, (MBIA Insured), 
               6.700% due 9/1/2012                      Aaa       AAA          950,625 

 1,000,000    Union County, New Jersey, Improvement 
              Authority Revenue, (Cranford Township 
              Project), 
               7.750% due 5/1/2003                      A1        A+         1,088,750 

 1,140,000    University of New Jersey, School of 
              Medicine and Dentistry, Series C, 
               7.200% due 12/1/2019                     A         AA         1,225,500 

 1,400,000    Warren Hills, New Jersey, Regional 
              School District, (FSA Insured), 
               5.250% due 12/15/2009                    Aaa       AAA        1,324,750 

   854,000    Weehawken Township, New Jersey, General 
              Obligation Bonds, (FSA Insured), 
               6.350% due 7/1/2007                      Aaa       AAA          896,700 

              West Windsor, Plainsboro, New Jersey, 
              Regional School District: 
   180,000     6.750% due 4/1/2006                      A1        AA           199,800 
   490,000     6.750% due 4/1/2007                      A1        AA           542,675 
   435,000     6.800% due 4/1/2008                      A1        AA           484,481 
   170,000     6.800% due 4/1/2009                      A1        AA           189,125 

                                                                           159,174,587 

              PUERTO RICO -- 0.3% 
   495,000    Commonwealth of Puerto Rico, 
               8.000% due 7/1/2008                      Baa1      A            546,356 

              TOTAL MUNICIPAL BONDS AND NOTES 
              (Cost $156,126,777)                                          159,720,943 

   SHORT-TERM MUNICIPAL BOND -- 0.2% 
              (Cost $300,000) 

              PUERTO RICO -- 0.2% 
   300,000    Commonwealth of Puerto Rico, Government 
              Development Bank, Revenue Bond, 
               4.100% due 12/1/2015+                    VMIG1    A-1+          300,000 

TOTAL INVESTMENTS (Cost $156,426,777*)                           98.5%     160,020,943 

OTHER ASSETS AND LIABILITIES (NET)                                1.5        2,480,932 

NET ASSETS                                                      100.0%    $162,501,875 
<FN>
* Aggregate cost for Federal tax purposes. 
+ Variable rate demand notes payable upon not more than one business 
  day's notice. 
</TABLE>

See Notes to Financial Statements. 

STATEMENT OF ASSETS AND LIABILITIES                         MARCH 31, 1995 

<TABLE>
<S>                                             <C>                <C>
ASSETS: 
   Investments, at value (Cost 
     $156,426,777) (Note 1) 
  See accompanying schedule                                        $160,020,943 
   Interest receivable                                                2,962,836 
   Receivable for Fund shares sold                                      170,004 
   TOTAL ASSETS                                                     163,153,783 
LIABILITIES: 
   Dividends payable                            $268,556 
   Payable for Fund shares redeemed              189,078 
   Investment advisory fee payable 
     (Note 2)                                     48,321 
   Administration fee payable (Note 2)            27,611 
   Distribution fee payable (Note 3)              23,474 
   Service fee payable (Note 3)                   20,707 
   Due to custodian                               10,797 
   Transfer agent fees payable (Note 
     2)                                            7,500 
   Custodian fees payable (Note 2)                 6,600 
   Accrued expenses and other payables            49,264 
   TOTAL LIABILITIES                                                    651,908 
NET ASSETS                                                         $162,501,875 
NET ASSETS CONSIST OF: 
   Distributions in excess of net in- 
     vestment income                                                  $(111,297) 
   Accumulated net realized loss on 
     investments sold                                                (3,197,132) 
   Unrealized appreciation of invest- 
     ments                                                            3,594,166 
   Par value                                                             12,879 
   Paid-in capital in excess of par 
     value                                                          162,203,259 
TOTAL NET ASSETS                                                   $162,501,875 
NET ASSET VALUE: 
  CLASS A SHARES 
  NET ASSET VALUE and redemption price 
   per share 
   ($106,919,491 / 8,474,514 shares of 
   common stock outstanding)                                             $12.62 
  MAXIMUM OFFERING PRICE per share 
   ($12.62 / 0.960) (based on maximum 
   sales charge of 4.00% of the offer- 
   ing price on March 31, 1995)                                          $13.15 
  CLASS B SHARES 
  NET ASSET VALUE and offering price 
   per share+ 
   ($55,334,297 / 4,384,740 shares of 
   common stock outstanding)                                             $12.62 
  CLASS C SHARES 
  NET ASSET VALUE and offering price 
   per share+ 
   ($248,087 / 19,666 shares of common 
   stock outstanding)                                                    $12.62 
<FN>
+ Redemption price per share is equal to net asset value less any applica- 
  ble CDSC. 
</TABLE>

See Notes to Financial Statements. 

STATEMENT OF OPERATIONS                  FOR THE YEAR ENDED MARCH 31, 1995 

<TABLE>
<S>                                              <C>                <C>
INVESTMENT INCOME: 
   Interest                                                         $10,758,237 
EXPENSES: 
   Investment advisory fee (Note 2)              $579,652 
   Administration fee (Note 2)                    331,230 
   Distribution fee (Note 3)                      260,190 
   Service fee (Note 3)                           248,422 
   Transfer agent fees (Notes 2 and 4)             72,589 
   Legal and audit fees                            70,711 
   Custodian fees (Note 2)                         42,083 
   Directors' fees and expenses (Note 
     2)                                            16,692 
   Other                                          104,608 
   Total before interest expense                                      1,726,177 
   Interest expense (Note 9)                                             10,129 
   TOTAL EXPENSES                                                     1,736,306 
NET INVESTMENT INCOME                                                 9,021,931 
REALIZED AND UNREALIZED GAIN/(LOSS) ON 
INVESTMENTS 
 (NOTES 1 AND 5): 
   Net realized loss on investments 
     sold during the year                                            (3,197,132) 
   Net unrealized appreciation of in- 
     vestments during the year                                        3,571,504 
NET REALIZED AND UNREALIZED GAIN ON IN- 
  VESTMENTS                                                              374,372 
NET INCREASE IN NET ASSETS RESULTING 
  FROM OPERATIONS                                                    $ 9,396,303 
</TABLE>

See Notes to Financial Statements. 

STATEMENT OF CHANGES IN NET ASSETS 


<TABLE>
<CAPTION>
                                                   YEAR                YEAR 
                                                   ENDED               ENDED 
                                                  3/31/95             3/31/94 
<S>                                            <C>                 <C>
Net investment income                          $  9,021,931        $  8,076,673 
Net realized gain/(loss) on investments 
  sold during the year                           (3,197,132)          1,474,192 
Net unrealized appreciation/(deprecia- 
  tion) of investments during the year            3,571,504          (8,942,109) 
Net increase in net assets resulting 
  from operations                                 9,396,303             608,756 
Distributions to shareholders from net 
  investment income: 
   Class A                                       (6,381,567)         (6,377,318) 
   Class B                                       (2,618,738)         (1,613,063) 
   Class C                                           (1,631)            -- 
Distributions to shareholders in excess 
  of net investment income: 
   Class A                                          --                  (68,872) 
   Class B                                          --                  (17,420) 
Distributions to shareholders from net 
  realized gain on investments: 
   Class A                                          (20,959)         (1,446,042) 
   Class B                                           (8,600)           (490,715) 
   Class C                                               (5)            -- 
Distributions to shareholders from cap- 
  ital: 
   Class A                                          --                  (35,156) 
   Class B                                          --                   (9,844) 
Net increase/(decrease) in net assets 
  from Fund share transactions (Note 
  6): 
   Class A                                      (13,038,237)         10,438,364 
   Class B                                        6,645,094          35,313,040 
   Class C                                          242,421             -- 
Net increase/(decrease) in net assets            (5,785,919)         36,301,730 
NET ASSETS: 
Beginning of year                               168,287,794         131,986,064 
End of year (including distributions in 
  excess of net investment income of 
  $111,297 and $131,292, respectively)         $162,501,875        $ 168,287,794 
</TABLE>

See Notes to Financial Statements. 

                           FINANCIAL HIGHLIGHTS 

FOR A CLASS A SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

<TABLE>
<CAPTION>
                                                     YEAR                YEAR 
                                                     ENDED               ENDED 
                                                    3/31/95             3/31/94 
<S>                                                <C>                 <C>
Operating performance: 
Net asset value, beginning of year                 $  12.55            $  13.16 
Income from investment operations: 
Net investment income***                               0.70                0.70 
Net realized and unrealized gain/(loss) 
  on investments                                       0.07               (0.46) 
Total from investment operations                       0.77                0.24 
Less distributions: 
Distributions from net investment in- 
  come                                                (0.70)              (0.69) 
Distributions in excess of net invest- 
  ment income                                         --                  (0.01) 
Distributions from net realized gains                 (0.00)#             (0.15) 
Distributions from capital                            --                  (0.00)# 
Total distributions                                   (0.70)              (0.85) 
Net asset value, end of year                       $  12.62            $  12.55 
Total return+++                                        6.37%               1.66% 
Ratios/supplemental data: 
Net assets, end of year (in 000's)                 $106,919            $119,913 
Ratio of operating expenses to average 
  net assets+                                          0.88%++             0.83% 
Ratio of net investment income to aver- 
  age net assets                                       5.61%               5.17% 
Portfolio turnover rate                                  32%                 32% 
<FN>
  * The Fund commenced operations on April 22, 1988. Those shares in ex- 
    istence prior to November 6, 1992 were designated as Class A shares. 
 ** Annualized. 
*** Net investment income before waiver of fees and/or reimbursement of 
    expenses by investment adviser, sub-investment adviser and administra- 
    tor for the years ended March 31, 1994, 1993, 1992, 1991 and 1990, and 
    the period ended March 31, 1989 would have been $0.69, $0.73, $0.75, 
    $0.78, $0.77, and $0.74, respectively. 
  + Expense ratios before waiver of fees and/or reimbursement of expenses 
    by investment adviser, sub-investment adviser and administrator for 
    the years ended March 31,1994, 1993, 1992, 1991, and 1990 and the pe- 
    riod ended March 31, 1989 were 0.88%, 0.90%, 0.83%, 0.90%, 1.08% and 
    1.23%, respectively. 
 ++ The operating expense ratio excludes interest expense. The operating 
    expense ratio including interest expense was 0.89% and 0.68% for the 
    years ended March 31, 1995 and 1992, respectively. 
+++ Total return represents aggregate total return for the periods indi- 
    cated and does not reflect any applicable sales charges. 
  # Amount represents less than $0.01 per Class A share. 
</TABLE>

See Notes to Financial Statements. 

<TABLE>
<CAPTION>
   YEAR               YEAR             YEAR              YEAR            PERIOD 
   ENDED              ENDED            ENDED            ENDED            ENDED 
  3/31/93            3/31/92          3/31/91          3/31/90          3/31/89* 
 <S>                <C>              <C>               <C>              <C>

 $  12.44           $ 12.17          $ 11.92           $ 11.67          $ 11.40 

     0.75              0.77             0.82              0.83             0.82 
     0.87              0.44             0.32              0.27             0.28 
     1.62              1.21             1.14              1.10             1.10 

    (0.75)            (0.77)           (0.83)            (0.82)           (0.82) 
    --                 --               --                --               -- 
    (0.14)            (0.13)           (0.05)            (0.03)           (0.01) 
    (0.01)            (0.04)           (0.01)             --               -- 
    (0.90)            (0.94)           (0.89)            (0.85)           (0.83) 
 $  13.16           $ 12.44          $ 12.17           $ 11.92          $ 11.67 
    13.49%            10.22%            9.89%             9.62%            9.84% 

 $115,694           $92,797          $65,378           $38,728          $29,265 
     0.74%             0.67%++          0.57%             0.55%            0.52%** 
     5.76%             6.18%            6.74%             6.89%            7.23%** 
       58%               98%              44%               42%              25% 
</TABLE>

See Notes to Financial Statements. 

                           FINANCIAL HIGHLIGHTS 

FOR A CLASS B SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

<TABLE>
<CAPTION>
                                               YEAR         YEAR         PERIOD 
                                              ENDED         ENDED        ENDED 
                                             3/31/95       3/31/94      3/31/93* 
<S>                                          <C>          <C>           <C>
Operating performance: 
Net asset value, beginning of year           $ 12.55      $ 13.16       $ 12.75 
Income from investment operations: 
Net investment income***                        0.63         0.64          0.28 
Net realized and unrealized gain/(loss) 
  on investments                                0.06        (0.47)         0.55 
Total from investment operations                0.69         0.17          0.83 
Less distributions: 
Distributions from net investment in- 
  come                                         (0.62)       (0.62)        (0.27) 
Distributions in excess of net invest- 
  ment income                                   --          (0.01)         -- 
Distributions from net realized gains          (0.00)#      (0.15)        (0.14) 
Distributions from capital                      --          (0.00)#       (0.01) 
Total distributions                            (0.62)       (0.78)        (0.42) 
Net asset value, end of year                 $ 12.62      $ 12.55       $ 13.16 
Total return+++                                 5.76%        1.15%         6.60% 
Ratios/supplemental data: 
Net assets, end of year (in 000's)           $55,334      $48,375       $16,293 
Ratio of operating expenses to average 
  net assets+                                   1.39%++      1.36%         1.33%** 
Ratio of net investment income to aver- 
  age net assets                                5.09%        4.64%         5.17%** 
Portfolio turnover rate                           32%          32%           58% 
<FN>
  * The Fund commenced selling Class B shares on November 6, 1992. 
 ** Annualized. 
*** Net investment income before waiver of fees and/or reimbursement of 
    expenses by investment advisor, sub-investment advisor and administra- 
    tor for the years ended March 31, 1994 and 1993 would have been $0.63 
    and $0.27, respectively. 
  + Expense ratios before partial waivers of fees by investment adviser, 
    sub-investment adviser and administrator for the years ended March 
    31, 1994 and 1993 were 1.41% and 1.49%, respectively. 
 ++ The operating expense ratio excludes interest expense. The operating 
    expense ratio including interest expense was 1.40% for the year ended 
    March 31, 1995. 
+++ Total return represents aggregate total return for the periods indi- 
    cated and does not reflect any applicable sales charge. 
 # Amount represents less than $0.01 per Class B share. 
</TABLE>

See Notes to Financial Statements. 

                           FINANCIAL HIGHLIGHTS 

FOR A CLASS C SHARE OUTSTANDING THROUGHOUT THE PERIOD. 

<TABLE>
<CAPTION>
                                                                         PERIOD 
                                                                         ENDED 
                                                                        3/31/95* 
<S>                                                                     <C>
Operating performance: 
Net asset value, beginning of period                                    $11.86 
Income from investment operations: 
Net investment income                                                     0.20 
Net realized and unrealized gain on investments                           0.74 
Total from investment operations                                          0.94 
Less distributions: 
Distributions from net investment income                                 (0.18) 
Distributions from net realized gains                                    (0.00)# 
Total distributions                                                      (0.18) 
Net asset value, end of period                                          $12.62 
Total return+++                                                           8.01% 
Ratios/supplemental data: 
Net assets, end of period (in 000's)                                    $  248 
Ratio of operating expenses to average net assets++                       1.44%** 
Ratio of net investment income to average net assets                      5.05%** 
Portfolio turnover rate                                                     32% 
<FN>
  * The Fund commenced selling Class C shares on December 13, 1994. 
 ** Annualized. 
 ++ The operating expense ratio excludes interest expense. The operating 
    expense ratio including interest expense was 1.45% for the period 
    ended March 31, 1995. 
+++ Total return represents aggregate total return for the period and 
    does not reflect any applicable sales charge. 
  # Amount represents less than $0.01 per Class C share. 
</TABLE>

See Notes to Financial Statements. 

                       NOTES TO FINANCIAL STATEMENTS 

1. SIGNIFICANT ACCOUNTING POLICIES 

Smith Barney New Jersey Municipals Fund Inc. (formerly known as "Smith 
Barney Shearson New Jersey Municipals Fund Inc.") (the "Fund") was incor- 
porated under the laws of the State of Maryland on November 12, 1987. The 
Fund is a non-diversified, open-end management investment company regis- 
tered with the Securities and Exchange Commission under the Investment 
Company Act of 1940, as amended (the "1940 Act"). The Fund commenced oper- 
ations on April 22, 1988. Effective November 7, 1994, the Fund began of- 
fering Class C and Class Y shares and continued to offer Class A and Class 
B shares. The Fund commenced selling Class C shares on December 13, 1994. 
As of March 31, 1995, no Class Y shares had been sold. Class A shares are 
sold with a front-end sales charge. Class B and Class C shares may be sub- 
ject to a contingent deferred sales charge ("CDSC") upon redemption. Class 
B shares will convert automatically to Class A shares eight years after 
the date of original purchase. Class Y shares are available to investors 
making an initial investment of at least $5 million and are not subject to 
any sales charges, service or distribution fees. All classes of shares 
have identical rights and privileges except with respect to the effect of 
the respective sales charges to each class, the distribution and/or ser- 
vice fees borne by each class, expenses allocable exclusively to each 
class, voting rights on matters affecting a single class, the exchange 
privilege of each class and the conversion feature of Class B shares. The 
following is a summary of significant accounting policies consistently 
followed by the Fund in the preparation of its financial statements. 

Portfolio valuation: Securities are valued at the close of trading on the 
New York Stock Exchange by The Boston Company Advisors, Inc. ("Boston 
Advisors") after consultation with an independent pricing service (the 
"Service") approved by the Board of Directors. When, in the judgment of 
the Service, quoted bid prices for investments are readily available and 
are representative of the bid side of the market, these investments are 
valued at the mean between the quoted bid prices and asked prices (as ob- 
tained by the Service from dealers in such securities). Securities for 
which, in the judgment of the Service, there are no readily available mar- 
ket quotations (which may constitute a majority of the portfolio securi- 
ties) are carried at fair value as determined by the Service, based on 
methods which include consideration of: yields or prices of municipal se- 
curities of comparable quality, coupon, maturity and type; indications as 
to values from dealers; and general market conditions. Short-term invest- 
ments that mature in 60 days or less are valued at amortized cost whenever 
the Board of Directors determines that amortized cost reflects the fair 
value of those investments. 

Securities transactions and investment income: Securities transactions 
are recorded as of the trade date. Realized gains and losses from securi- 
ties sold are recorded on the identified cost basis. Investment income and 
realized and unrealized gains and losses are allocated based upon relative 
net assets of each class. Interest income is recorded on the accrual 
basis. Securities purchased or sold on a when-issued or delayed-delivery 
basis may be settled a month or more after the trade date; interest income 
is not accrued until settlement date. When required, the Fund instructs 
the custodian to segregate assets in a separate account with a current 
value at least equal to the amount of its when-issued purchase commit- 
ments. 

Dividends and distributions to shareholders: Dividends from net invest- 
ment income determined on a class level, if any, of the Fund are declared 
daily and paid on the last business day of the Smith Barney Inc. ("Smith 
Barney") statement month. Distributions determined on a fund level, if 
any, of any net short- and long-term capital gains earned by the Fund will 
be declared and paid annually after the close of the fiscal year in which 
they are earned. Additional distributions of net investment income and 
capital gains for the Fund may be made at the discretion of the Board of 
Directors in order to avoid the application of a 4% nondeductible excise 
tax on certain undistributed amounts of net investment income and capital 
gains. To the extent net realized capital gains can be offset by capital 
losses and loss carryforwards, it is the policy of the Fund not to dis- 
tribute such gains. Income distributions and capital gain distributions 
are determined in accordance with income tax regulations which may differ 
from generally accepted accounting principles. These differences are pri- 
marily due to differing treatments of income and gains on various invest- 
ment securities held by the Fund, timing differences and differing charac- 
terization of distributions made by the Fund as a whole. 

Federal taxes: The Fund intends to qualify as a regulated investment com- 
pany, if such qualification is in the best interests of its shareholders, 
by complying with the requirements of the Internal Revenue Code of 1986, 
as amended, applicable to regulated investment companies and by distribut- 
ing substantially all of its earnings to its shareholders. Therefore, no 
Federal income tax provision is required. 

2. INVESTMENT ADVISORY AGREEMENT, ADMINISTRATION 
    AGREEMENT AND OTHER TRANSACTIONS 

The Fund has entered into an investment advisory agreement (the "Advisory 
Agreement") with Greenwich Street Advisors, a division of Mutual 
Management Corp., which was transferred effective November 7, 1994 to 
Smith Barney Mutual Funds Management Inc. ("SBMFM"). Mutual Management 
Corp. and SBMFM (formerly known as "Smith, Barney Advisers, Inc."), are 
both wholly owned subsidiaries of Smith Barney Holdings Inc. ("Holdings"). 
Holdings is a wholly owned subsidiary of Travelers Group Inc. Under the 
Advisory Agreement, the Fund pays a monthly fee at the annual rate of 
0.35% of the value of its average daily net assets up to $500 million and 
0.32% of the value of its average daily net assets in excess of $500 mil- 
lion. 

Prior to April 20, 1994, the Fund was party to an administration agreement 
(the "Administration Agreement") with Boston Advisors, an indirect wholly 
owned subsidiary of Mellon Bank Corporation ("Mellon"). Under this Agree- 
ment, the Fund paid a monthly fee at the annual rate of 0.20% of the value 
of its average daily net assets up to $500 million and 0.18% of the value 
of its average daily net assets in excess of $500 million. 

As of the close of business on April 20, 1994, SBMFM succeeded Boston Ad- 
visors as the Fund's administrator. The new administration agreement con- 
tains substantially the same terms and conditions, including the same 
level of fees, as the predecessor agreement. 

As of the close of business on April 20, 1994, the Fund and SBMFM entered 
into a sub-administration agreement (the "Sub-Administration Agreement") 
with Boston Advisors. Under the Sub-Administration Agreement, SBMFM pays 
Boston Advisors a portion of its administration fee at a rate agreed upon 
from time to time between SBMFM and Boston Advisors. 

For the year ended March 31, 1995, Smith Barney received from investors 
$199,930 representing commissions (sales charges) on sales of Class A 
shares. 

A CDSC is generally payable by a shareholder in connection with the re- 
demption of certain Class A, Class B and Class C shares. In circumstances 
in which the CDSC is imposed, the amount of the charge will vary depending 
on the number of years since the date of purchase. For the year ended 
March 31, 1995, Smith Barney received from shareholders $178,656 in CDSC 
on the redemption of Class B shares. 

No officer, director or employee of Smith Barney or of any parent or sub- 
sidiary of Smith Barney receives any compensation from the Fund for serv- 
ing as a Director or officer of the Fund. The Fund pays each Director who 
is not an officer, director, or employee of Smith Barney or any of its af- 
filiates $1,000 per annum plus $100 per meeting attended and each Director 
emeritus who is not an officer, director or employee of Smith Barney or 
any of its affiliates $500 per annum plus $50 per meeting attended. The 
Fund reimburses all Directors for travel and out-of-pocket expenses in- 
curred to attend such meetings. 

Boston Safe Deposit and Trust Company, an indirect wholly owned subsidiary 
of Mellon, serves as the Fund's custodian. The Shareholder Services Group, 
Inc., a subsidiary of First Data Corporation, serves as the Fund's trans- 
fer agent. 

3. DISTRIBUTION PLAN 

Smith Barney acts as distributor of the Fund's shares pursuant to a dis- 
tribution agreement with the Fund, and sells shares of the Fund through 
Smith Barney or its affiliates. 

Pursuant to Rule 12b-1 under the 1940 Act, as amended, the Fund has 
adopted a services and distribution plan (the "Plan"). Under this Plan, 
the Fund compensates Smith Barney for servicing shareholder accounts for 
Class A, Class B and Class C shareholders and covers expenses incurred in 
distributing Class B and Class C shares. Smith Barney is paid an annual 
service fee with respect to Class A, Class B and Class C shares of the 
Fund at the annual rate of 0.15% of the value of the average daily net 
assets of each respective class of shares. Smith Barney is also paid an 
annual distribution fee with respect to Class B and Class C shares at the 
annual rate of 0.50% and 0.55% of the value of the average daily net as- 
sets of Class B and Class C shares, respectively. For the year ended March 
31, 1995, the Fund incurred service fees of $170,371, $77,993 and $58 for 
Class A, Class B and Class C shares, respectively. For the year ended 
March 31, 1995, the Fund incurred distribution fees of $259,976 and $214 
for Class B and Class C shares, respectively. 

Under its terms, the Plan shall remain in effect from year to year, pro- 
vided that such continuance is approved annually by vote of the Fund's 
Board of Directors, including a majority of those Directors who are not 
"interested persons" of the Fund and who have no direct or indirect finan- 
cial interest in the operation of the Plan. 

4. EXPENSE ALLOCATION 

Expenses of the Fund not directly attributable to the operations of any 
class of shares are prorated among the classes based upon the relative net 
assets of each class. Operating expenses directly attributable to a class 
of shares are charged to that class' operations. In addition to the above 
servicing and distribution fees, class specific operating expenses include 
transfer agent fees. For the year ended March 31, 1995, transfer agent 
fees for Class A, Class B and Class C shares were $43,741, $28,828, and 
$20, respectively. 

5. SECURITIES TRANSACTIONS 

Cost of purchases and proceeds from sales of investment securities, 
excluding short-term investments, during the year ended March 31, 1995, 
amounted to $53,299,273 and $59,740,268, respectively. 

At March 31, 1995, the aggregate gross unrealized appreciation for all se- 
curities in which there was an excess of value over tax cost amounted to 
$5,781,773 and the aggregate gross unrealized depreciation for all securi- 
ties in which there was an excess of tax cost over value amounted to 
$2,187,607. 

6. COMMON STOCK 

As of March 31, 1995, the Fund had authorized 100 million shares of $.001 
par value common stock divided into four classes: Class A, Class B, Class 
C and Class Y. Changes in common stock outstanding were as follows: 

<TABLE>
<CAPTION>
                                       YEAR ENDED                    YEAR ENDED 
                                     MARCH 31, 1995                MARCH 31, 1994 
CLASS A SHARES:                  SHARES        AMOUNT          SHARES         AMOUNT 
<S>                           <C>           <C>              <C>           <C>
Sold                             806,228    $  9,970,151      1,647,480    $ 22,242,307 
Issued as reinvestment of 
dividends                        326,175       4,033,183        392,313       5,278,384 
Redeemed                      (2,211,779)    (27,041,571)    (1,274,430)    (17,082,327) 
Net increase/(decrease)       (1,079,376)   $(13,038,237)       765,363    $ 10,438,364 
</TABLE>

<TABLE>
<CAPTION>
                                      YEAR ENDED                  YEAR ENDED 
                                    MARCH 31, 1995              MARCH 31, 1994 
CLASS B SHARES:                 SHARES        AMOUNT        SHARES        AMOUNT 
<S>                           <C>          <C>             <C>          <C>
Sold                          1,011,453    $12,515,653     2,659,770    $35,847,840 
Issued as reinvestment of 
dividends                       146,701      1,813,092       114,141      1,536,557 
Redeemed                       (628,611)    (7,683,651)     (156,456)    (2,071,357) 
Net increase                    529,543    $ 6,645,094     2,617,455    $35,313,040 
</TABLE>

<TABLE>
<CAPTION>
                                          PERIOD ENDED 
                                        MARCH 31, 1995* 
CLASS C SHARES:                     SHARES          AMOUNT 
<S>                                 <C>            <C> 
Sold                                19,546         $240,919 
Issued as reinvestment of 
dividends                              120            1,502 
Net increase                        19,666         $242,421 
<FN>
* The Fund commenced selling Class C shares on December 13, 1994. 
</TABLE>

As of March 31, 1995, no Class Y shares had been sold. 

7. CONCENTRATION OF CREDIT 

The Fund primarily invests in debt obligations issued by the State of New 
Jersey and its political subdivisions, agencies and public authorities to 
obtain funds for various public purposes. The Fund is more susceptible to 
factors adversely affecting issuers of New Jersey municipal securities 
than is a municipal bond fund that is not concentrated in these issuers to 
the same extent. 

8. CAPITAL LOSS CARRYFORWARD 

At March 31, 1995, the Fund had capital loss carryforwards of $2,456,970 
expiring in 2003 to offset future capital gains. 

In accordance with tax law, the Fund has elected to defer the recognition 
of losses occurring between October 31, 1994 and March 31, 1995 until the 
first day of the following fiscal year. The amount of such deferral is 
$740,162 of capital losses. These losses for tax purposes will be deemed 
to occur on April 1, 1995. 

9. LINE OF CREDIT 

The Fund and several affiliated entities participate in a $50 million line 
of credit provided by Bank of America (formerly known as Continental Bank 
N.A.) under an Amended and Restated Line of Credit Agreement (the "Agree- 
ment") dated April 30, 1992, and renewed effective May 31, 1994, primarily 
for temporary or emergency purposes, including the meeting of redemption 
requests that otherwise might require the untimely disposition of securi- 
ties. Under this Agreement, the Fund may borrow up to the lesser of $25 
million or 25% of its net assets. However, pursuant to the Fund's prospec- 
tus, the Fund may only borrow up to 10% of its total net assets. Under the 
terms of the Agreement, as amended, the Fund and the other affiliated en- 
tities are charged an aggregate commitment fee of $100,000 which is allo- 
cated equally among each of the participants. The Agreement requires, 
among other provisions, each participating fund to maintain a ratio of net 
assets (not including funds borrowed pursuant to the Agreement) to aggre- 
gate amount of indebtedness pursuant to the Agreement of no less than 5 to 
1. During the year ended March 31, 1995, the Fund had an average outstand- 
ing daily balance of $163,836 with interest rates ranging from 5.125% to 
7.125%. Interest expense totaled $10,129 for the year ended March 31, 
1995. At March 31, 1995, the Fund had no outstanding borrowings under this 
Agreement. 

REPORT OF INDEPENDENT ACCOUNTANTS 

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF 
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.: 

We have audited the accompanying statement of assets and liabilities of 
Smith Barney New Jersey Municipals Fund Inc., including the schedule of 
portfolio investments, as of March 31, 1995, the related statement of op- 
erations for the year then ended, the statements of changes in net assets 
for each of the two years in the period then ended and the financial high- 
lights for each of the six years in the period ended March 31, 1995 and 
for the period from April 22, 1988 (commencement of operations) to March 
31, 1989. These financial statements and financial highlights are the re- 
sponsibility of the Fund's management. Our responsibility is to express an 
opinion on these financial statements and financial highlights based on 
our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and fi- 
nancial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclo- 
sures in the financial statements. Our procedures included confirmation of 
securities owned as of March 31, 1995 by correspondence with the custodian 
and brokers. An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation. We believe that our audits 
provide a reasonable basis for our opinion. 

In our opinion, the financial statements and financial highlights referred 
to above present fairly, in all material respects, the financial position 
of Smith Barney New Jersey Municipals Fund Inc. as of March 31, 1995, the 
results of its operations for the year then ended, the changes in its net 
assets for each of the two years in the period then ended and the finan- 
cial highlights for each of the six years in the period then ended and for 
the period from April 22, 1988 (commencment of operations) to March 31, 
1989, in conformity with generally accepted accounting principles. 

                               Coopers & Lybrand L.L.P. 

Boston, Massachusetts 
May 10, 1995 

TAX INFORMATION (UNAUDITED)                      YEAR ENDED MARCH 31, 1995 

Of the dividends paid by the Fund attributable to net investment income 
for the year ended March 31, 1995, 100% is tax-exempt for regular Federal 
income tax purposes. 

The above figure may differ from those cited elsewhere in this report due 
to differences in the calculations of income and capital gains for Securi- 
ties and Exchange Commission (book) purposes and Internal Revenue Service 
(tax) purposes. 

NEW JERSEY 
MUNICIPALS 
FUND INC. 

DIRECTORS 

Herbert Barg 
Alfred J. Bianchetti 
Martin Brody 
Dwight B. Crane 
Burt Dorsett 
Elliot Jaffe 
Stephen E. Kaufman 
Joseph J. McCann 
Heath B. McLendon 
Cornelius Rose 

OFFICERS 

Heath B. McLendon 
Chairman of the Board 
and Investment Officer 

Jessica Bibliowicz 
President 

Lawrence T. McDermott 
Vice President and 
Investment Officer 

Karen L. Mahoney-Malcomson 
Investment Officer 

Lewis E. Daidone 
Senior Vice President and 
Treasurer 

Christina T. Sydor 
Secretary 

Recycled 
Recyclable 

SMITH BARNEY 
A Member of TravelersGroup 

This report is submitted for the 
general information of the 
shareholders of Smith Barney 
New Jersey Municipals Fund Inc. 
It is not authorized for distribution 
to prospective investors unless 
accompanied or preceded by an 
effective Prospectus for the Fund, 
which contains information 
concerning the Fund's investment 
policies, fees and expenses as well 
as other pertinent information. 

SMITH BARNEY 
MUTUAL FUNDS 
388 Greenwich Street 
New York, New York 10013 

Fund 66, 206, 485, 467 
FD0370 E5 




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