SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME
FUND SMITH BARNEY AGGRESSIVE GROWTH FUND INC.
SMITH BARNEY APPRECIATION FUND INC.
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
SMITH BARNEY CALIFORNIA MUNICIPALS FUND
INC. SMITH BARNEY CONCERT SERIES INC.
SMITH BARNEY CONVERTIBLE FUND
SMITH BARNEY DIVERSIFIED STRATEGIC INCOME
FUND SMITH BARNEY FUNDAMENTAL VALUE FUND
INC. SMITH BARNEY FUNDS, INC.
SMITH BARNEY GOVERNMENT SECURITIES FUND
SMITH BARNEY GROWTH AND INCOME FUND
SMITH BARNEY GROWTH OPPORTUNITY FUND
SMITH BARNEY HIGH INCOME FUND
SMITH BARNEY INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS
FUND SMITH BARNEY INTERMEDIATE MATURITY NEW YORK MUNICIPALS
FUND SMITH BARNEY INVESTMENT GRADE BOND FUND
SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
SMITH BARNEY MANAGED GROWTH FUND
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
SMITH BARNEY NATURAL RESOURCES FUND INC.
SMITH BARNEY NEW JERSEY MUNICIPALS FUND
INC. SMITH BARNEY OREGON MUNICIPALS FUND
SMITH BARNEY PREMIUM TOTAL RETURN FUND
SMITH BARNEY SPECIAL EQUITIES FUND
SMITH BARNEY STRATEGIC INVESTORS FUND
SMITH BARNEY TAX-EXEMPT INCOME FUND
SMITH BARNEY UTILITIES FUND
SMITH BARNEY WORLD FUNDS, INC.
Supplement dated July 12, 1996 to Prospectuses*
The following information supplements the section of the Prospectus
of each of the funds listed above entitled "Purchase of Shares - Initial
Sales Charge Waivers":
Purchases of Class A shares also may be made at net asset
value without a sales charge in the following circumstances: (1)
direct rollovers by plan participants of distributions from a 401(k) plan
enrolled in the Smith Barney 401(k) Program (Note: Subsequent
investments will be subject to the applicable sales charge); (2)
purchases by separate accounts used to fund certain unregistered
variable annuity contracts; and (3) purchases by investors
participating in a Smith Barney fee based arrangement.
________________
* Prospectuses dated:
<TABLE>
<S> <C>
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUNDOctober 1, 1995
SMITH BARNEY AGGRESSIVE GROWTH FUND INC. December 29,
1995
SMITH BARNEY APPRECIATION FUND INC. March 1, 1996
SMITH BARNEY ARIZONA MUNICIPALS FUND INC. July 30, 1995
SMITH BARNEY CALIFORNIA MUNICIPALS FUND INC.June 3, 1996
SMITH BARNEY CONCERT SERIES INC. February 5,
2996
SMITH BARNEY CONVERTIBLE FUND November 28,
1995
SMITH BARNEY DIVERSIFIED STRATEGIC INCOME FUNDNovember 28,
1995
SMITH BARNEY FUNDAMENTAL VALUE FUND INC. February 1, 1996
SMITH BARNEY FUNDS, INC. April 1, 1996
SMITH BARNEY GOVERNMENT SECURITIES FUND April 29, 1996
SMITH BARNEY GROWTH AND INCOME FUND April 22, 1996
SMITH BARNEY GROWTH OPPORTUNITY FUND April 29, 1996
SMITH BARNEY HIGH INCOME FUND November 28,
1996
SMITH BARNEY INTERMEDIATE MATURITY CALIFORNIA
MUNICIPALS FUND March 22, 1996
SMITH BARNEY INTERMEDIATE MATURITY NEW YORK
MUNICIPALS FUND March 22, 1996
SMITH BARNEY INVESTMENT GRADE BOND FUND June 24, 1996
SMITH BARNEY MANAGED GOVERNMENTS FUND INC. November 29,
1995
SMITH BARNEY MANAGED GROWTH FUND April 29, 1996
SMITH BARNEY MANAGED MUNICIPALS FUND INC. May 6, 1996
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND January 29,
1996
SMITH BARNEY NATURAL RESOURCES FUND INC. January 5, 1996
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.June 1, 1996
SMITH BARNEY OREGON MUNICIPALS FUND June 29, 1995
SMITH BARNEY PREMIUM TOTAL RETURN FUND November 28,
1995
SMITH BARNEY SPECIAL EQUITIES FUND April 29, 1996
SMITH BARNEY STRATEGIC INVESTORS FUND April 22, 1996
SMITH BARNEY TAX-EXEMPT INCOME FUND November 28,
1995
SMITH BARNEY UTILITIES FUND November 28,
1995
SMITH BARNEY WORLD FUNDS, INC. February 28,
1996
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