SMITH BARNEY ADJUSTABLE RATE GOVERNMENT
INCOME FUND (the "Fund")
Supplement dated November 10, 1994 to Prospectus*
The following supercedes the disclosure in the Fund's prospectus as
modified by the Supplement dated November 7, 1994 (the "Supplement"):
Distribution
Front-End and
Class Sales Charge CDSC Service Fee
Class A 0.00% 0.00% 0.75%
Class B* 0.00 0.00 0.75
Class C** 0.00 1.00 0.75
* Investors in the Smith Barney 401(k) Program may purchase Class B
shares of the Fund; all other investors may acquire Class B shares of the
Fund through exchange only. Upon an exchange, the new Class B shares will
be subject to the same CDSC, and will be deemed to have been purchased on
the same date, as the Class B shares of the fund that have been exchanged.
Class B shares acquired by participating plans will be subject to an eight
year 3.00 % CDSC, payable upon a participating plan's withdrawal from the
Smith Barney 401(k) Program. See "Smith Barney 401(k) Program," below.
** Only investors in the Smith Barney 401(k) Program may purchase Class
C shares of the Fund. Class C shares acquired by participating plans will
be subject to a four year 1.00 % CDSC, payable upon a participating plan's
withdrawal from the Smith Barney 401(k) Program. See "Smith Barney 401(k)
Program," below.
* Dated July 31, 1994, as modified by Supplement dated November 7, 1994.
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shared\domestic\clients\shearson\funds\arms\1194supp.doc
