SMITH BARNEY MUNICIPAL FUND INC
N-30D, 1996-08-23
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                              SEMI-ANNUAL REPORT
================================================================================

                                  Smith Barney
                                  Municipal 
                                  Fund, Inc.

                                  ------------

                                  June 30, 1996

                           [Logo] Smith Barney Mutual Funds
                                  Investing for your future.
                                  Every day.

<PAGE>

- ---------------------------------
Smith Barney Municipal Fund, Inc.
- ---------------------------------

Dear Shareholder:

We are pleased to provide you with the semi-annual report for the six months
ended June 30, 1996 for the Smith Barney Municipal Fund, Inc. For your
convenience, we have summarized the prevailing economic and market conditions
and outlined the investment strategy employed by the Fund during this time. A
detailed summary of performance and current holdings for the Fund can be found
in the appropriate sections that follow in the semi-annual report.

Fund Performance Summary

For the six months ended June 30, 1996, the Smith Barney Municipal Fund produced
a total return on net asset value of -0.45%, which compares to its Lipper peer
group average total return of -1.49% for the same period. During the past six
months, the Fund distributed dividends totaling $0.426 per share. The table
below shows the annualized distribution rates based on the Fund's June 30, 1996
net asset value (NAV) per share and its American Stock Exchange closing price.

                      Price                              Annualized
                    Per Share                         Distribution Rate
                    ---------                         -----------------
                  $15.22  (NAV)                             5.60%
                  $13.875 (AMEX)                            6.14%

Market and Economic Overview

Interest rates declined steadily over the latter part of 1995 in response to low
inflation and very sluggish economic growth. During the first six months of
1996, however, interest rates rose sharply as economic reports pointed to much
stronger growth than was expected by most market participants and as concerns
over the stalemated federal budget negotiations continued.

In recent months, the volatility of the municipal bond market has increased and
municipal bond yields have recently reached their highest levels in over a year.
However, despite continued uncertainty over the direction of short-term interest
rates, there have been some signs of a possible municipal bond market turnaround
as the recent higher yields offered by municipal bonds have begun to attract a
growing number of individual and institutional investors.


                                                                               1
<PAGE>

Fund's Investment Strategy

While there are still some trading risks in the municipal bond market, we
believe that the annual rate of inflation will remain at approximately 3%.
Therefore, in our view, municipal bond yields are currently attractive, with
municipal bonds providing tax-free yields that are roughly double the rate of
inflation. In this environment, we are keeping the portfolio close to fully
invested.

We remain committed to a balanced approach in structuring this intermediate-term
municipal bond fund's market sensitivity. Moreover, we have a bias toward
discount (or low-coupon) bonds over current coupon (or premium) bonds for better
performance potential with relatively little sacrifice in yield. We also retain
more defensive, high-coupons with short calls. This type of portfolio structure
gives the Smith Barney Municipal Fund higher yields but with the market
sensitivity comparable to longer-term intermediate paper.

During the period covered by this report, the Fund maintained its high credit
quality. As of June 30, 1996, approximately 93% of the Fund's holdings were
rated investment grade (BBB/Baa and higher) by either Standard and Poor's
Corporation or Moody's Investors Service, Inc., with approximately 34% of the
Fund's investments rated triple-A. (Standard & Poor's and Moody's are two major
credit reporting and bond rating agencies.) As of June 30, 1996, the Fund's
assets were allocated among the following top industry sectors: hospital bonds
(21.2%), education bonds (6.4%), general obligation bonds (4.6%) and IDR
(Industrial Development Revenue) bonds (16.5%). The average weighted maturity of
the Fund as of June 30, 1996 was just over 12 years.

Outlook

While day-to-day volatility in the fixed income markets is likely, the recent
sharp increase in interest rates has made municipal bonds more attractive on a
relative basis than many other fixed-income vehicles. In our view, competitive
pressures in the global economy and changing demographics such as increasing
population growth should help to keep inflation in check and keep wages from
going up. (Labor costs constitute roughly two-thirds of the total cost of all
finished goods.) With municipal bonds providing roughly 90% of the yield
available on comparable maturity Treasury securities, we believe investors are
well compensated for any potential risks.

While it has recently receded from the Presidential political debate, it was not
too long ago that the "flat tax" issue was touted as potentially the biggest
issue of the upcoming Presidential election in November. While between now and
November, tax reform again could move into the political spotlight as the
campaign intensifies, we nevertheless believe there is little chance that
radical tax reforms will be enacted. 


2
<PAGE>

Therefore, in our view, the municipal bond market remains quite attractive and
the Smith Barney Municipal Fund is well positioned to meet the challenges
presented by the current environment. 

Thank you for investing in the Smith Barney Municipal Fund. We look forward to
continuing to help you achieve your financial goals.

Sincerely,


/s/ Heath B. McLendon                  /s/ Peter M. Coffey
- ---------------------                  -------------------
Heath B. McLendon                      Peter M. Coffey
Chairman and                           Vice President
Chief Executive Officer

July 12, 1996


                                                                               3
<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Schedule of Investments (unaudited)                                June 30, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     FACE
    AMOUNT     RATING                           SECURITY                                                  VALUE
=================================================================================================================
<C>             <C>     <S>                                                                          <C> 
Education -- 6.4%
 $1,000,000     A*      Arizona Education Loan Corp., 6.625% due 9/1/05(a)                           $  1,043,750
  1,000,000     AAA     Keller, TX Independent School District,
                          PSFG, zero coupon due 8/15/16                                                   303,750
  1,000,000     AAA     Pennsylvania State Higher Educational Facilities Authority,
                          Health Services Revenue Allegheny Delaware, Series A,
                          MBIA-Insured, 5.700% due 11/15/11                                             1,002,500
                        Utah State School District Co-Op Revenue Financing Pool LOC
                          Swiss Bank (Special Mandatory Redemption 8/15/98 @100):
    470,000     AAA         8.375% mandatory tender 2/15/07                                               496,437
    500,000     AAA         8.375% mandatory tender 2/15/09                                               527,500
    530,000     AAA         8.375% due 2/15/10                                                            559,150
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        3,933,087
- -----------------------------------------------------------------------------------------------------------------
Escrowed to Maturity(b) -- 19.4%
    500,000     AAA     Alachua County, FL Health Facility Authority, Health Facility Revenue,
                          (Santa Fe Healthcare Facilities Project), 6.000% due 11/15/09,
                          (Escrowed to Maturity with U.S. Government Securities), Sinking Fund
                          Average Life 1/23/05                                                            513,750
  1,270,000     AAA     Boston, MA Water & Sewer Community Revenue, Series A,
                          10.875% due 1/1/09, (Escrowed to Maturity with U.S. Government
                          Securities), Sinking Fund Average Life 5/3/05                                 1,738,312
    810,000     AAA     Illinois Health Facility Authority Revenue, (Methodist Medical Center
                          Project), 9.000% due 10/1/10, (Escrowed to Maturity with U.S.
                          Government Securities), Sinking Fund Average Life 4/1/03                        982,125
  1,000,000     AAA     Jackson, TN Water and Sewer Revenue, 7.200%
                          due 7/1/12, (Escrowed to Maturity with U.S. Government
                          Securities), Sinking Fund Average Life 1/25/06                                1,140,000
    500,000     AAA     Lake County, OH Hospital Improvement Revenue,
                          Lake County Memorial Hospital, 8.625% due 11/1/09,
                          (Escrowed to Maturity with U.S. Government Securities),
                          Sinking Fund Average Life 10/31/04                                              613,750
  1,000,000     AAA     Los Angeles, CA Harbor Development Revenue, 7.600% due 10/1/18,
                          (Escrowed to Maturity with U.S. Government Securities),
                          Sinking Fund Average Life 1/27/13                                             1,192,500
  1,310,000     AAA     Los Angeles, CA Hollywood Presbyterian Medical Center,
                          9.625% due 7/1/13, (Escrowed to Maturity with U.S. Government
                          Securities), Sinking Fund Average Life 2/28/08                                1,689,900
    225,000     AAA     Louisiana Public Facilities, Southern Baptist Hospital, 8.000%
                          due 5/15/12, (Escrowed to Maturity with U.S. Government Securities),
                          Sinking Fund Average Life 6/18/06                                               262,125
    300,000     AAA     Nacogdoches County, TX Hospital District Revenue,
                          9.000% due 5/15/04, (Escrowed to Maturity with U.S. Government
                          Securities), Sinking Fund Average Life 5/30/01                                  351,750
</TABLE>

                       See Notes to Financial Statements.


4

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Schedule of Investments (unaudited) (continued)                    June 30, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     FACE
    AMOUNT     RATING                           SECURITY                                                  VALUE
=================================================================================================================
<C>             <C>     <S>                                                                            <C> 
Escrowed to Maturity(b) -- 19.4% (continued)
 $  565,000     AAA     New Jersey State Turnpike Authority Revenue Refunding Bond,
                          10.375% due 1/1/03, (Escrowed to Maturity with U.S. Government
                          Securities) Sinking Fund Average Life 1/6/00                                 $  673,763
    790,000     AAA     Ohio State Water Development Authority Revenue, Safe Water Series 2,
                          9.375% due 12/1/10, (Escrowed to Maturity with U.S. Government
                          Securities) Sinking Fund Average Life 3/28/04                                   969,725
    400,000     AAA     Ringwood Borough, NJ Sewer Authority Special Obligation Refunding,
                          9.875% due 7/1/13, (Escrowed to Maturity with U.S. Government
                          Securities) Sinking Fund Average Life 2/6/05                                    522,000
  1,000,000     AAA     Riverside, CA Single-Family Mortgage Revenue, GNMA-Insured,
                          7.800% due 5/1/21, (Escrowed to Maturity with U.S. Government
                          Securities) Sinking Fund Average Life 3/17/16(a)                              1,216,250
- -----------------------------------------------------------------------------------------------------------------
                                                                                                       11,865,950
- -----------------------------------------------------------------------------------------------------------------
General Obligation -- 4.6%
    500,000     AAA     Anchorage, AK GO, 6.000% due 10/1/14                                              516,875
    670,000     BBB     New Haven, CT GO, Series B, 9.000% due 12/1/01                                    788,925
                        New Orleans, LA Certificates of Indebtedness:
  1,000,000     BBB-      Series A, 6.650% due 8/1/01                                                   1,017,150
    500,000     BBB-      Series C, 6.650% due 8/1/01                                                     508,575
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        2,831,525
- -----------------------------------------------------------------------------------------------------------------
Finance -- 2.6%
  1,000,000     A       Pennsylvania State Finance Authority, Beaver County Revenue
                          Refunding Bonds, Municipal Capital Improvement Program,
                          Series 1993, LOC Societe Generale, 6.600% due 11/1/09                         1,052,500
    545,000     BBB     Tampa, FL Capital Improvement Program Revenue, Series B,
                          Den Danske Bank Royal, Trust Canada and Yasuda Trust,
                          8.000% due 10/1/02                                                              570,206
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        1,622,706
- -----------------------------------------------------------------------------------------------------------------
Hospital -- 21.2%
    700,000     BBB     Allentown, PA Area Hospital Authority Revenue Refunding,
                          Sacred Heart Hospital, Series A, 6.200% due  11/15/03                           714,875
    650,000     AAA     Calcasieu Parish, LA Memorial Hospital Service District Refunding,
                          Lake Charles Memorial Hospital, Series A, CONNIE LEE-Insured,
                          7.500% due 12/1/05                                                              742,625
  1,500,000     A+      California Statewide Community Development Authority Revenue,
                          COP Refunding Hospital, Triad Healthcare, 6.250% due 8/1/06                   1,541,250
    500,000     BBB     Colorado Health Facility Authority Revenue, Rocky Mountain Adventist,
                          6.625% due 2/1/13                                                               501,875
  1,510,000     Baa1*   Fulco, GA Hospital Authority Revenue Anticipation Certificates Refunding,
                          Georgia Baptist Healthcare, Series A, 6.400% due 9/1/07                       1,511,887
  1,300,000     A-      Illinois Health Facilities Authority Revenue Friendship, VLG Hospital,
                          6.650% due 12/1/06                                                            1,347,125
</TABLE>

                       See Notes to Financial Statements.


                                                                               5

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Schedule of Investments (unaudited) (continued)                    June 30, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     FACE
    AMOUNT     RATING                           SECURITY                                                  VALUE
=================================================================================================================
<C>             <C>     <S>                                                                            <C> 
Hospital -- 21.2% (continued)
 $  645,000     Baa1*   Indianapolis, IN Economic Development Refunding and Improvement
                          Revenue, National Benevolent Association, (Robin Run Village
                          Project), 6.900% due 10/1/04                                                $   660,319
  1,200,000     BBB+    Klamath Falls, OR Intercommunity, Merle Hospital, 8.000% due 9/1/08             1,399,500
  1,650,000     Ba*     Langhorne Manor Borough, PA Higher Education and Health Authority
                          Bucks County, Lower Bucks Hospital, 6.750% due 7/1/02                         1,569,563
    860,000     A-      Massachusetts State Health and Education Facilities,
                          Melrose Wakefield Hospital, 6.125% due 7/1/04                                   889,025
  2,000,000     AAA     Orange County, FL Health Facilities Authority Revenue, Adventist Health
                          System/Sunbelt, CGIC-Insured, FLAIRS, 6.340% due 11/15/07                     2,070,000
- -----------------------------------------------------------------------------------------------------------------
                                                                                                       12,948,044
- -----------------------------------------------------------------------------------------------------------------
Housing: Multi-Family -- 5.2%
  1,100,000     A*      Dallas, TX Housing Corp. Capital Program Revenue Refunding,
                          Section 8 Assisted, 7.700% due 8/1/05,
                          Sinking Fund Average Life 9/2/03                                              1,145,375
    500,000     A-      Lees Summit, MO Individual Development Authority Health Facilities,
                          Refunding and Improvement Revenue, (John Knox Village Project),
                          7.125% due 8/15/12, Sinking Fund Average Life 8/15/05                           520,000
  1,470,000     A       Lynchburg, VA Redevelopment & Housing Authority, Multi-Family
                          Housing Revenue Refunding, Princeton Circle Association,
                          6.250% due 12/1/10                                                            1,492,050
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        3,157,425
- -----------------------------------------------------------------------------------------------------------------
Housing: Single-Family -- 2.4%
    335,000     A1*     Ford County, KS Single-Family Mortgage Revenue Refunding,
                          Series A, FHA-Insured, 7.900% due 8/1/10                                        352,169
    880,000     AAA     Juneau City and Borough, AK Home Mortgage Revenue Refunding,
                          Mortgage Backed Securities Program, FNMA-Collateralized,
                          8.000% due 2/1/09                                                               936,100
    200,000     Aa*     Montgomery County, MD Housing Opportunities Commission
                          Mortgage Revenue, Series A, 7.200% due 7/1/04                                   209,500
- -----------------------------------------------------------------------------------------------------------------
                                                                                                         1,497,769
- -----------------------------------------------------------------------------------------------------------------
Industrial Development -- 16.5%
    500,000     A*      Alaska Industrial Development & Export Authority Revenue,
                          6.100% due 4/1/06 (a)                                                           521,875
    535,000     B+      Bourbonnais, IL Individual Development Revenue Refunding,
                          (K-Mart Corp. Project), 6.600% due 10/1/06                                      448,731
  1,000,000     Aaa*    Cohoes, NY IDA, (Norlite Corp. Project), LOC Dresdner Bank,
                          6.750% due 5/1/09, Sinking Fund Average Life 1/8/07(a)                        1,077,500
  1,500,000     AA      Des Moines, IA Industrial Development Refunding Revenue Bonds,
                          (The Printer Project 1992), LOC Norwest Bank, 6.375% due 9/1/09               1,488,750
</TABLE>

                       See Notes to Financial Statements.


6



<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Schedule of Investments (unaudited) (continued)                    June 30, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     FACE
    AMOUNT     RATING                           SECURITY                                                  VALUE
=================================================================================================================
<C>             <C>     <S>                                                                            <C> 
Industrial Development -- 16.5% (continued)
 $1,500,000     Baa1*   Dickinson County, MI Economic Development Corp. Solid Waste
                          Disposal Refunding Revenue, Champion International,
                          6.550% due 3/1/07                                                           $ 1,563,750
  1,250,000     AA      Noblesville, IN Economic Development Revenue Refunding,
                          (Lions Greek Association Limited Project), Asset Guaranty-Insured,
                          6.500% due 11/1/04                                                            1,345,312
  1,000,000     AA      Northampton County, PA, Industrial Development Authority Revenue,
                          (Moravian Hall Square Project), Series A, 5.550% due 7/1/14                     941,250
  1,000,000     AAA     Salt Lake City, UT Individual Development Refunding Revenue,
                          (Plaza 5400 Project), Mass Mutual Life Insured, Series A,
                          6.050% due 9/1/07                                                             1,046,250
    600,000     A       Sussex County, DE Economic Development Refunding Revenue Bonds,
                          (Rohoboth Project), Series 1992, 7.250% due 10/15/12                            645,000
  1,000,000     BBB+    Tooele County, UT Hazardous Waste Disposal Revenue,
                          Laidlaw Incineration, Series A, 6.750% due 8/1/10                             1,022,500
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        10,100,918
- -----------------------------------------------------------------------------------------------------------------
Miscellaneous -- 3.4%
  1,000,000     BBB-    Clarksville, TN Natural Gas Acquis Corp. Gas Revenue,
                          Series A, 7.500% due 11/1/04                                                  1,037,500
  1,000,000     A-      Illinois Development Finance Authority Revenue, City of East St. Louis,
                          6.875% due 11/15/05, Sinking Fund Average Life 11/15/00                       1,047,500
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        2,085,000
- -----------------------------------------------------------------------------------------------------------------
Pollution Control -- 4.8%
  1,000,000     Aa3*    Brazos River, TX  Navigation Harbor District, Brazonia County PCR,
                          (BASF Corp. Project), 6.750% due 2/1/10                                       1,116,250
                        Broward County, FL Resource Recovery PCR:
    725,000     A         North Project, 7.950% due 12/1/08                                               798,406
    440,000     A*        South Project, 7.950% due 12/1/08                                               484,550
    500,000     BBB     Nassau County, FL PCR Refunding, ITT Rayonier Inc., Series 1992,
                          6.100% due 6/1/05                                                               511,875
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        2,911,081
- -----------------------------------------------------------------------------------------------------------------
Pre-Refunded(b) -- 3.0%
    325,000     AAA     Gila County, AZ Industrial Development Authority Revenue
                          Pollution Control, 11.250% due 4/1/01, (Pre-Refunded in U.S.
                          Government Securities to 4/1/97 Call @ 100), Sinking Fund
                          Average Life 4/29/97                                                            352,625
    595,000     AAA     Philadelphia, PA Hospital Revenue, (United Hospitals Inc. Project),
                          10.875% due 7/1/08, (Pre-Refunded in U.S. Government
                          Securities to 7/1/05 Call @ 100), Sinking Fund Average Life 6/1/02              782,425
    300,000     AAA     San Leandro, CA Redevelopment Agency Residential Mortgage Revenue,
                          11.250% due 4/1/13, (Pre-Refunded with U.S. Government
                          Securities to 10/1/04 Call @ 100), Sinking Fund Average Life 4/13/04            407,250
</TABLE>

                       See Notes to Financial Statements.


                                                                               7

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Schedule of Investments (unaudited) (continued)                    June 30, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     FACE
    AMOUNT     RATING                           SECURITY                                                  VALUE
=================================================================================================================
<C>             <C>     <S>                                                                            <C> 
Pre-Refunded(b) -- 3.0% (continued)
 $  275,000     AAA     Texas National Research Lab Community Finance Corp., Lease Revenue,
                          (Superconducting Supercollider Project), 6.850% due 12/1/05,
                          (Pre-Refunded with U.S. Government Securities to 12/1/02 Call @ 102)         $  305,938
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        1,848,238
- -----------------------------------------------------------------------------------------------------------------
Public Facilities -- 2.5%
    500,000     A       Dallas, TX Civic Center Convention Complex Revenue,
                          6.100% due 1/1/08, Sinking Fund Average Life 7/31/03                            501,100
  1,000,000     A       Dekalb County, IN Redevelopment Authority Revenue, (Mini-Mill
                          Public Improvement Project), 6.250% due 1/15/08                               1,038,750
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        1,539,850
- -----------------------------------------------------------------------------------------------------------------
Short-Term(c) -- 0.5%
    300,000     Aa3*    NYC, Water & Sewer, 3.550% due 6/15/24                                            300,000
- -----------------------------------------------------------------------------------------------------------------
Tax Allocation -- 0.4%
    250,000     Baa*    Lemon Grove, CA Community Development Agency Tax Allocation
                          Revenue, (Lemon Grove Redevelopment Project), 6.650% due 8/1/06                 260,000
- -----------------------------------------------------------------------------------------------------------------
Transportation -- 5.0%
    650,000     Baa2*   Dallas Fort Worth, TX International Airport Facility Improvement Corp.
                          Revenue, American Airlines Inc., 6.000% due 11/1/14                             636,188
                        Denver, CO City and County Airport Revenue:
    500,000     BBB       Series B, 7.000% due 11/15/03(a)                                                536,250
  1,000,000     BBB       Series C, 6.650% due 11/15/05(a)                                              1,052,500
    500,000     Baa3*   Raleigh-Durham, NC Airport Authority Special Facilities Revenue,
                          (American Airlines Inc. Project), 9.400% due 11/1/00                            563,125
    295,000     NR      Sanford, FL Airport Authority Industrial Development Revenue,
                          (Central Florida Terminals Project), Series A, 7.500% due 5/1/06(a)             287,994
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        3,076,057
- -----------------------------------------------------------------------------------------------------------------
Utilities -- 2.1%
  1,250,000     A-      Union City, NJ Utility Authority Solid Waste Revenue, Series A,
                          6.850% due 6/15/02(a)                                                         1,262,500
- -----------------------------------------------------------------------------------------------------------------
                        TOTAL INVESTMENTS -- 100%
                        (Cost -- $59,759,574**)                                                       $61,240,150
=================================================================================================================
</TABLE>

(a)Income from these issues is considered a preference item for purposes of
   calculating the alternative minimum tax.
(b)Pre-Refunded bonds escrowed by U.S. Government Securities and bonds escrowed
   to maturity by U.S. Government Securities are considered by the Manager to be
   triple-Arated even if the issuer has not applied for new ratings.
(c)Inverse floating rate security-coupon varies inversely with level of
   short-term tax-exempt interest rates. 
** Aggregate cost for Federal income tax purposes is substantially the same.

   See pages 9 and 10 for definition of ratings and certain security
   descriptions. 

                       See Notes to Financial Statements.


8

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Ratings and Security Descriptions
- --------------------------------------------------------------------------------
BOND RATINGS

All ratings are by Standard & Poor's Corporation ("Standard & Poor's"), except
that those identified by an asterisk (*) are rated by Moody's Investors Services
("Moody's"). The definitions of the applicable rating symbols are set forth
below:

Standard & Poor's -- Ratings from "AA" to "BBB" may be modified by the addition
of a plus (+) or a minus (-) sign to show relative standings within the major
rating categories. 

AAA    --  Debt rated "AAA"' has the highest rating assigned by Standard &
           Poor's. Capacity to pay interest and repay principal is extremely
           strong.

AA      -- Debt rated "AA" has a very strong capacity to pay interest and repay
           principal and differs from the highest rated issue only in small
           degree.

A       -- Debt rated "A" has a strong capacity to pay interest and repay
           principal although it is somewhat more susceptible to the adverse
           effects of changes in circumstances and economic conditions than debt
           in higher rated categories.

BBB     -- Debt rated "BBB" is regarded as having an adequate capacity to pay
           interest and repay principal. Whereas it normally exhibits adequate
           protection parameters, adverse economic conditions or changing
           circumstances are more likely to lead to a weakened capacity to pay
           interest and repay principal for debt in this category than in higher
           rated categories.

BB      -- Debt rated "BB" has less near-term vulnerability to default than
           other speculative issues. However, it faces major ongoing
           uncertainties or exposure to adverse business, financial or economic
           conditions which could lead to inadequate capacity to meet timely
           interest and principal payments.

Moody's -- Numerical modifiers 1, 2, and 3 may be applied to each generic rating
           from "Aa" to "Baa," where 1 is the highest and 3 the lowest rating
           within its generic category.

Aaa     -- Bonds that are rated "Aaa" are judged to be of the best quality. They
           carry the smallest degree of investment risk and are generally
           referred to as "gilt edge." Interest payments are protected by a
           large or by an exceptionally stable margin and principal is secure.
           While the various protective elements are likely to change, such
           changes as can be visualized are most unlikely to impair the
           fundamentally strong position of such issues.

Aa      -- Bonds that are rated "Aa" are judged to be of high quality by all
           standards. Together with the Aaa group they comprise what are
           generally known as high grade bonds. They are rated lower than the
           best bonds because margins of protection may not be as large as in
           Aaa securities or fluctuation of protective elements may be of
           greater amplitude or there may be other elements present which make
           the long-term risks appear somewhat larger than in Aaa securities.

A       -- Bonds that are rated "A" possess many favorable investment attributes
           and are to be considered as upper medium grade obligations. Factors
           giving security to principal and interest are considered adequate but
           elements may be present which suggest a susceptibility to impairment
           some time in the future.

Baa     -- Bonds that are rated "Baa" are considered as medium grade
           obligations,i.e., they are neither highly protected nor poorly
           secured. Interest payments and principal security appear adequate for
           the present but certain protective elements may be lacking or may be
           characteristically unreliable over any great length of time. Such
           bonds lack outstanding investment characteristics and in fact have
           speculative characteristics as well.

Ba      -- Bonds that are rated "Ba" are judged to have speculative elements;
           their future cannot be considered as well assured. Often the
           protection of interest and principal payments may be very moderate
           and thereby not well safeguarded during both good and bad times over
           the future. Uncertainty of position characterizes bonds in this
           class.

NR      -- Indicates that the bond is not rated by Standard & Poor's or Moody's.


                                                                               9
<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Short-Term Securities Ratings
- --------------------------------------------------------------------------------

SP-1  --Standard & Poor's highest rate rating indicating very strong or strong
        capacity to pay principal and interest; those issues determined to
        possess overwhelming safety characteristics are denoted with a plus (+)
        sign.

VMIG 1--Moody's highest rating for issues having demand feature -- variable-rate
        demand obligation (VRDO).

- --------------------------------------------------------------------------------
Security Descriptions
- --------------------------------------------------------------------------------

AMBAC      -- AMBAC Indemnity Corporation
CGIC       -- Capital Guaranty Insurance Company
CONNIE LEE -- College Construction Loan Insurance Association 
COP        -- Certificate of Participation 
FHA        -- Federal Housing Administration 
FLAIRS     -- Floating Adjustable Interest Rate Securities 
FNMA       -- Federal National Mortgage Association
FSA        -- Financial Security Assurance 
GNMA       -- Government National Mortgage Association 
GO         -- General Obligation 
IDA        -- Industrial Development Agency 
IDR        -- Industrial Development Revenue 
LOC        -- Letter of Credit 
MBIA       -- Municipal Bond Investors Assurance Corporation 
NBA        -- National Benevolent Association 
PCR        -- Pollution Control Revenue 
PSFG       -- Permanent School Fund Guaranty 
RIBS       -- Residual Interest Bonds
         

10

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Statement of Assets and Liabilities (unaudited)                    June 30, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                        <C> 
ASSETS:
   Investments, at value (Cost -- $59,759,574)                             $ 61,240,150
   Cash                                                                         182,970
   Interest receivable                                                        1,189,620
   Receivable for securities sold                                                30,165
- ----------------------------------------------------------------------------------------
   Total Assets                                                              62,642,905
- ----------------------------------------------------------------------------------------
LIABILITIES:
   Payable for securities purchased                                           1,203,020
   Dividends payable                                                            112,921
   Management fees payable                                                       34,742
   Accrued expenses                                                              62,234
- ----------------------------------------------------------------------------------------
   Total Liabilities                                                          1,412,917
- ----------------------------------------------------------------------------------------
 Total Net Assets                                                          $ 61,229,988
========================================================================================
NET ASSETS:
   Par value of capital shares                                             $      4,021
   Capital paid in excess of par value                                       60,192,643
   Undistributed net investment income                                          106,357
   Accumulated net realized loss on security transactions                      (553,609)
   Net unrealized appreciation of investments                                 1,480,576
- ----------------------------------------------------------------------------------------
 Total Net Assets
   (Equivalent to $15.23 a share on 4,021,162 shares of $0.001 par value
    outstanding; 100,000,000 shares authorized)                            $ 61,229,988
========================================================================================
</TABLE>

                           See Notes to Financial Statements.


                                                                              11

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Statement of Operations (unaudited)
- --------------------------------------------------------------------------------

For the Six Months Ended June 30, 1996
<TABLE>
<CAPTION>

<S>                                                                       <C>        
INVESTMENT INCOME:
   Interest                                                               $ 1,945,360
- --------------------------------------------------------------------------------------
EXPENSES:
   Management fees (Note 3)                                                   215,675
   Shareholder communications                                                  13,000
   Shareholder and system servicing fees                                       12,000
   Audit and legal                                                              8,000
   Pricing service fees                                                         6,000
   Directors' fees                                                              2,200
   Custody                                                                      1,650
   Other                                                                        2,802
- --------------------------------------------------------------------------------------
   Total Expenses                                                             261,327
- --------------------------------------------------------------------------------------
Net Investment Income                                                       1,684,033
- --------------------------------------------------------------------------------------
REALIZED AND UNREALIZED LOSS ON
INVESTMENTS (NOTE 4):
  Realized Loss From Security Transactions
  (excluding short-term securities):
       Proceeds from sales                                                  7,222,776
       Cost of securities sold                                              7,262,510
- --------------------------------------------------------------------------------------
   Net Realized Loss                                                          (39,734)
- --------------------------------------------------------------------------------------
   Change in Net Unrealized Appreciation (Depreciation) of Investments:
     Beginning of period                                                    3,522,570
     End of period                                                          1,480,576
- --------------------------------------------------------------------------------------
   Increase in Net Unrealized Depreciation                                 (2,041,994)
- --------------------------------------------------------------------------------------
Net Loss on Investments                                                    (2,081,728)
- --------------------------------------------------------------------------------------
Decrease in Net Assets From Operations                                    $  (397,695)
======================================================================================
</TABLE>

                       See Notes to Financial Statements.


12

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

For the Six Months Ended June 30, 1996 (unaudited) 
and the Year Ended December 31, 1995

<TABLE>
<CAPTION>
                                                                1996           1995
=======================================================================================
<S>                                                        <C>             <C>         
OPERATIONS:
  Net investment income                                    $  1,684,033    $  3,347,408
  Net realized gain (loss)                                      (39,734)        178,170
  Increase in net unrealized appreciation (depreciation)     (2,041,994)      5,732,678
- ---------------------------------------------------------------------------------------
  Increase (Decrease) in Net Assets
    From Operations                                            (397,695)      9,258,256
- ---------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
FROM (NOTE 2):
  Net investment income                                      (1,713,015)     (3,426,030)
- ---------------------------------------------------------------------------------------
 Decrease in Net Assets From Distributions
  to Shareholders                                            (1,713,015)     (3,426,030)
- ---------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets                            (2,110,710)      5,832,226
NET ASSETS:
  Beginning of period                                        63,340,698      57,508,472
- ---------------------------------------------------------------------------------------
  End of period*                                           $ 61,229,988    $ 63,340,698
=======================================================================================
* Includes undistributed net investment income of:         $    106,357    $    135,339
=======================================================================================
</TABLE>

                       See Notes to Financial Statements.


                                                                              13

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Notes to Financial Statements  (unaudited)
- --------------------------------------------------------------------------------

   1. SIGNIFICANT ACCOUNTING POLICIES

   The Smith Barney Municipal Fund, Inc. ("Fund"), a Maryland corporation, is
registered under the Investment Company Act of 1940, as amended, as a
diversified, closed-end management investment company.

   The significant accounting policies consistently followed by the Fund are:(a)
security transactions are accounted for on trade date;(b) securities are valued
at the mean between bid and ask prices provided by an independent pricing
service that are based on transactions in municipal obligations, quotations from
municipal bond dealers, market transactions in comparable securities and various
relationships between securities; short-term securities maturing within 60 days
are valued at cost plus accreted discount, or minus amortized premium, which
approximates market value; (c) gains or losses on the sale of securities are
calculated by using the specific identification method; (d) interest income,
adjusted for amortization of premium and accretion of original issue discount,
is recorded on the accrual basis; market discount is recognized upon the
disposition of the security; (e) dividends and distributions to shareholders are
recorded on the ex-dividend date; (f) the Fund intends to comply with the
applicable provisions of the Internal Revenue Code of 1986, as amended,
pertaining to regulated investment companies and to make distributions of
taxable income sufficient to relieve it from substantially all Federal income
and excise taxes; (g) the character of income and gains to be distributed are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. Accordingly, at December 31, 1995, a
portion of paid-in capital amounting to $7 had been reclassified to
undistributed net investment income. Net investment income, net realized gains
and net assets were not affected by this change; and (h) estimates and
assumptions are required to be made regarding assets, liabilities and changes in
net assets resulting from operations when financial statements are prepared.
Changes in the economic environment, financial markets and any other parameters
used in determing these estimates could cause actual results to differ.

   2. EXEMPT-INTEREST DIVIDENDS AND OTHER DISTRIBUTIONS

   The Fund intends to satisfy conditions that will enable interest from
municipal securities, which is exempt from Federal income tax and from
designated state income taxes, to retain such tax-exempt status when distributed
to the shareholders of the Fund.

   Capital gains distributions, if any, are taxable to shareholders, and are
taxable to shareholders, and are declared and paid at least annually.


14

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Notes to Financial Statements  (unaudited) (continued)
- --------------------------------------------------------------------------------

   3. MANAGEMENT AGREEMENT AND TRANSACTIONS WITH AFFILIATED PERSONS

   Smith Barney Mutual Funds Management Inc. ("SBMFM"), a subsidiary of Smith
Barney Holdings Inc., acts as investment manager to the Fund. As compensation
for its services, the Fund pays SBMFM a fee calculated at the annual rate of
0.70% of the Fund's average daily net assets. This fee is calculated daily and
paid monthly.

   All officers and two Directors of the Fund are employees of Smith Barney Inc.

   4. INVESTMENTS

   For the six-months ended June 30, 1996, the aggregate cost of purchases and
proceeds from sales of investments (including maturities, excluding short-term
investments) were $8,184,741 and $7,222,776, respectively. At June 30, 1996,
aggregate gross unrealized appreciation for all securities in which there is an
excess of market value over tax cost amounted to $1,846,237 and aggregate gross
unrealized depreciation for all securities in which there is an excess of tax
cost over market value amounted to $365,661, or a net unrealized appreciation of
$1,480,576.

   5. CAPITAL LOSS CARRYFORWARD

   At December 31, 1995, the Fund had for Federal tax purposes net capital loss
carryforwards of approximately $509,000 available to offset future capital gains
through 2002. To the extent that these carryforward losses are used to offset
capital gains, it is probable that the gains so offset will not be distributed.


                                                                              15

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------

For a share of capital stock outstanding throughout each period:
<TABLE>
<CAPTION>

                                            1996(1)     1995     1994       1993      1992(2)(3)
================================================================================================
<S>                       <C>              <C>         <C>       <C>       <C>        <C>    
Net Asset Value, Beginning of Period        $15.75      $14.30    $15.85    $14.81    $15.00
- ------------------------------------------------------------------------------------------------
Income (Loss) From Operations:
  Net investment income                       0.42        0.83      0.84      0.84      0.32*
  Net realized and unrealized gain (loss)    (0.51)       1.47     (1.54)     1.00     (0.21)
- ------------------------------------------------------------------------------------------------
Total Income (Loss) From Operations          (0.09)       2.30     (0.70)     1.84      0.11
- ------------------------------------------------------------------------------------------------
Less Distributions From:
  Net investment income                      (0.43)      (0.85)    (0.85)    (0.80)    (0.30)
- ------------------------------------------------------------------------------------------------
Total Distributions                          (0.43)      (0.85)    (0.85)    (0.80)    (0.30)
- ------------------------------------------------------------------------------------------------
Net Asset Value, End of Period              $15.23      $15.75    $14.30    $15.85     $14.81
- ------------------------------------------------------------------------------------------------
Total Return                                 (0.45)%++   17.11%    (4.09)%   12.82%      0.81%++
- ------------------------------------------------------------------------------------------------
Net Assets, End of Period (000s)           $61,230     $63,341   $57,508   $63,724    $59,561
- ------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
  Expenses                                    0.85%+      0.86%     0.86%     0.85%      0.56%+*
  Net investment income                       5.50+       5.48      5.59      5.42       5.22+
- ------------------------------------------------------------------------------------------------
Portfolio Turnover Rate                      11.64%      20.84%    34.52%    23.18%     36.38%
- ------------------------------------------------------------------------------------------------
Market Price at End of Period               $13.88      $13.75    $12.63    $15.38     $14.25
================================================================================================
</TABLE>

(1)  For the six months ended June 30, 1996 (unaudited).
(2)  Based on the weighted average shares outstanding for the period.
(3)  For the period from July 31, 1992 (commencement of operations) to December
     31, 1992.
++   Total return is not annualized, as it may not be representative of the
     total return for the year.
 +   Annualized.
 *   The manager waived a portion of its fees for the period from July 31, 1992
     to December 31, 1992. If such fees were not waived, the per share decrease
     in net investment income would have been $0.014 and the ratio of expenses
     to average net assets would have been 0.79% (annualized).


16
<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Financial Data (unaudited)
- --------------------------------------------------------------------------------

For a share of capital stock outstanding throughout each period:

                    AMEX         Net Asset      Income      Reinvestment
Period           Closing Price*    Value*      Declared        Price
================================================================================
  1995
January             $ 9.50         $10.12        $0.071        $13.35
February              9.75          10.26         0.071         13.83
March                13.50          15.01         0.071         13.58
April                13.38          14.97         0.071         13.40
May                  13.75          15.35         0.071         13.65
June                 13.50          15.19         0.071         13.90
July                 14.00          15.27         0.071         13.98
August               13.50          15.36         0.071         13.65
September            14.00          15.41         0.071         14.02
October              14.38          15.53         0.071         14.40
November             14.00          15.70         0.071         14.45
December             13.75          15.75         0.071         14.12
- --------------------------------------------------------------------------------
  1996
January              14.75          15.72         0.071         14.55
February             14.63          15.57         0.071         14.59
March                14.38          15.35         0.071         14.46
April                14.25          15.24         0.071         14.13
May                  14.25          15.18         0.071         14.24
June                 13.88          15.22         0.071         13.82
- --------------------------------------------------------------------------------
* On the last business day of the month.


                                                                              17

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Additional Shareholder Information (unaudited)
- --------------------------------------------------------------------------------

     On April 25, 1996 the annual meeting of the shareholders of the Fund was
held for the purpose of voting on the following matters:

     1.   To approve or disapprove for the Fund the election of Jessica M.
          Bibliowicz and Donald R. Foley as Directors; and

     2.   To approve or disapprove the selection of KPMG Peat Marwick LLP as the
          independent auditors for the current fiscal year of the Fund.

     The results of Proposal 1 were as follows:

                                        % of           Votes           % of
Directors              Votes For    Shares Voted      Against      Shares Voted
================================================================================
Jessica M. Bibliowicz  3,727,244.561   99.08%         34,476.000       0.92%
Donald R. Foley        3,733,470.561   99.25%         28,250.000       0.75%
================================================================================

     The results of Proposal 2 were as follows:

                  % of        Votes         % of         Votes        % of
Votes For     Shares Voted    Against   Shares Voted   Abstained*   Shares Voted
================================================================================
3,712,805.561     98.70%     5,981.000      0.16       302,358.732      1.14%
================================================================================

* There are approximately 259,425 broker non-votes included in the amount
  abstaining.

The following directors, representing the balance of the Board of Directors,
continue to serve as Directors: Joseph H. Fleiss, Paul Hardin, Francis P.
Martin, Heath B. McLendon, Roderick C. Rasmussen, John P. Toolan and C. Richard
Youngdahl.

18

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Dividend Reinvestment Plan (unaudited)
- --------------------------------------------------------------------------------

     Pursuant to the Fund's Dividend Reinvestment Plan ("Plan"), all
distributions are automatically reinvested by First Data Investor Services
Group, Inc. (formerly known as "The Shareholder Services Group, Inc."), as plan
agent ("Plan Agent"), in additional shares of its Common Stock ("Common Shares")
as provided below unless a shareholder elects to receive cash.

     Distributions with respect to Common Shares registered in the name of a
broker-dealer or other nominee (i.e., in "street name") are reinvested by the
broker or nominee in additional Common Shares under the Plan, unless the service
is not provided by the broker or nominee. Investors who own Common Shares
registered in street name should consult their broker-dealer for details. All
distributions to shareholders who do not participate in the Plan are paid by
check mailed directly to the record holder by First Data Investor Services
Group, Inc., as dividend disbursing agent.

     If the Fund declares a distribution payable either in Common Shares or in
cash, nonparticipants in the Plan receive cash, and Plan participants receive
the equivalent in Common Shares valued in the following manner: whenever the
market price is equal to or exceeds the net asset value per share at the time
Common Shares are valued for the purpose of determining the number of Common
Shares equivalent to the cash distribution, participants are issued Common
Shares valued at the greater of (1) the net asset value most recently determined
or (2) 95% of the then current market price of the Common Shares.

     If the net asset value of the Common Shares at the time of valuation
exceeds the market price of the Common Shares, or if the Fund declares a
distribution payable only in cash, the Plan Agent buys Common Shares in the open
market, on the American Stock Exchange or elsewhere, for the participants'
accounts. If, following the commencement of purchases and before the Plan Agent
has completed its purchases the market price exceeds the net asset value of the
Common Shares, the average per Common Share purchase price paid by the Plan
Agent may exceed the net asset value of the Common Shares, resulting in the
acquisition of fewer Common Shares than if the distribution had been paid in
Common Shares issued by the Fund at net asset value. The Plan Agent applies all
cash received as a distribution to purchase Common Shares on the open market as
soon as practicable after the payment date of the distribution, but in no event
later than 30 days after such date, except when necessary to comply with
applicable provisions of the Federal securities laws.


                                                                              19

<PAGE>

Smith Barney Municipal Fund, Inc.

- --------------------------------------------------------------------------------
Dividend Reinvestment Plan (unaudited) (continued)
- --------------------------------------------------------------------------------

     Participants in the Plan may withdraw from the Plan upon written notice to
the Plan Agent which must be received at least ten business days prior to the
distribution record date to become effective for that distribution. Shares in
the account of each Plan participant are held by the Plan Agent in
non-certificated form in the name of the Plan Agent or participant. When a
participant withdraws from the Plan or upon termination of the Plan as provided
below, certificates for whole Fund shares credited to his or her account under
the Plan are issued and a cash payment is made for any fraction of a Fund share
credited to such account.

     The automatic reinvestment of distributions does not relieve participants
to any Federal income tax that may be payable on such distributions.

     The Fund does not charge participants for reinvesting distributions. Any
Plan Agent's fees for the handling of reinvestment of distributions under the
Plan are paid by the Fund. There are no brokerage charges with respect to Common
Shares issued directly by the Fund as a result of distributions payable either
in stock or in cash. However, each participant pays a pro rata share of
brokerage commissions incurred with respect to the Plan Agent's open market
purchases in connection with the reinvestment of distributions.

     Experience under the Plan may indicate that changes are desirable.
Accordingly, the Fund and the Plan Agent reserve the right to amend the Plan as
applied to any distribution paid subsequent to written notice of the change sent
to all shareholders of the Fund at least 90 days before the record date for the
distribution. The Plan also may be terminated by the Fund or the Plan Agent by
at least 30 days' written notice to all Shareholders of the Fund. All
correspondence concerning the Plan should be directed to the Plan Agent at First
Data Investor Services Group, Inc., P.O. Box 1376, Boston, Massachussetts 02104.


20

<PAGE>

Smith Barney
Municipal Fund, Inc.

Directors
Jessica M. Bibliowicz
Joseph H. Fleiss
Donald R. Foley
Paul Hardin
Francis P. Martin, M.D.
Heath B. McLendon, Chairman
Roderick C. Rasmussen
John P. Toolan
C. Richard Youngdahl

Officers
Heath B. McLendon
Chief Executive Officer

Jessica M. Bibliowicz
President

Lewis E. Daidone
Senior Vice President and Treasurer

Peter M. Coffey
Vice President

Thomas M. Reynolds
Controller

Christina T. Sydor
Secretary

                                     SMITH BARNEY
                                     ------------
               A Member of Travelers Group [Logo]

Investment Manager
Smith Barney Mutual Funds
Management Inc.

Distributor
Smith Barney Inc.

Custodian
PNC Bank, N.A.

Shareholder
Servicing Agent
First Data Investor Services
Group, Inc.
P.O. Box 1376
Boston, MA 02104


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


Smith Barney
Municipal Fund, Inc.
388 Greenwich Street
New York, New York 10013

FD0624 8/96




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