VIA EDGAR
June 30, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street NW
Washington, DC
ATTN: Office of Filings, Information and Consumer Services
RE: Smith Barney Managed High Income Portfolio Inc.
File Nos. 33-56408 and 811-7396
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended,
please accept this letter as certification that the prospectus and the
statement of additional information for the above-referenced Fund does not
differ from that contained in Post-Effective Amendment No. 3 (the "Amendment")
to
the Fund's Registration Statement on Form N-1A. This Amendment was filed
electronically on June 24, 1997, as Accession Number 91155-97-000291
and became effective June 24, 1997.
Any comments on this filing should be directed to me at 212-816-6396.
Please return an electronic transmittal as evidence of your receipt of
this filing.
Very truly yours,
/s/ Robert Nelson
Robert Nelson
Vice President and
Associate General Counsel
