u:\cunningham\lmmustck.doc
SMITH BARNEY LIMITED MATURITY MUNICIPALS FUND
Supplement to Prospectus
dated January 29, 1995
Name Change. Effective August 16, 1995, the name of
Smith Barney Income Trust was changed to Smith Barney
Investment Trust, pursuant to a resolution of the Board of
Trustees adopted at a regular meeting of the Board held on
July 19, 1995.
Reduction in Advisory Fee. On July 19, 1995, the
Board of Trustees of Smith Barney Investment Trust, on
behalf of its sub-trust, Smith Barney Limited Maturity
Municipals Fund (the "Fund"), approved a reduction in the
investment advisory fee paid by the Fund to Smith Barney
Mutual Funds Management Inc. Accordingly, effective November
17, 1995, the Fund's investment advisory fee will be
decreased from 0.35% to 0.30% of the average daily net
assets of the Fund.
Proposed Reorganization. The Board of Trustees also
approved a proposed reorganization pursuant to which the
assets of the Fund would be acquired by the Limited Term
Portfolio (the "Acquiring Fund"), a series of Smith Barney
Muni Funds, through an exchange of shares of the Acquiring
Fund for substantially all of the Fund's assets. These
shares would then be distributed to shareholders of the Fund
in liquidation of the Fund. The Fund and the Acquiring Fund
have substantially similar investment objectives.
Upon the reorganization, each shareholder of the Fund
would become a shareholder of the Acquiring Fund and receive
shares of the Acquiring Fund with a value equal to the value
of the shareholder's investment in the Fund. No sales
charge would be imposed in the transaction, and it is
anticipated that no gain or loss for Federal income tax
purposes would be recognized by shareholders of the Fund as
a result of this reorganization.
The proposed reorganization is subject to the
fulfillment of certain conditions, including the approval of
shareholders of the Fund. Proxy materials describing the
proposed reorganization will be mailed to shareholders of
the Fund in anticipation of a meeting of shareholders to be
held by the end of the year. If approved by shareholders at
that time, the transaction will occur as soon after the
meeting as practicable.
As of September 25, 1995, shares of the Fund will no
longer be offered for purchase or offered in exchange for
shares of other Smith Barney Mutual Funds.
Waiver of Sales Charge on Certain Sales of Class A
Shares. Effective July 15, 1995, purchases of Class A
shares may be made at net asset value without a sales charge
to employees of members of the National Association of
Securities Dealers, Inc.
Management of the Fund. On June 26, 1995, Smith Barney
Mutual Funds Management Inc. assumed responsibility for all
administrative functions for the Fund, including functions
previously performed by The Boston Company Advisors, Inc.
("Boston Advisors"). As of that date, Boston Advisors
ceased to serve as sub-administrator to the Fund.
Also as of June 26, 1995, PNC Bank, National
Association ("PNC") assumed responsibility as the custodian
of the Fund. As of that date, Boston Safe Deposit and Trust
Company, an affiliate of Boston Advisors, ceased to serve as
the Fund's custodian. PNC is located at 17th and Chestnut
Streets, Philadelphia, Pennsylvania
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Supplement dated September 14, 1995
FD 01024 9/95
