Smith Barney Shearson Appreciation Fund Inc.
Smith Barney Shearson Limited Maturity Municipals Fund
Smith Barney Shearson Limited Maturity Treasury Fund
Smith Barney Shearson Intermediate Maturity California Municipals
Fund
Smith Barney Shearson Intermediate Maturity New York Municipals
Fund
Smith Barney Shearson Managed Governments Fund Inc.
Supplement dated May 20, 1994 to Prospectuses*
The following information updates the disclosure found in the
Prospectus of the funds listed above (each a "Fund") under "Management of
the Fund:"
Effective April 20, 1994 Smith, Barney Advisers, Inc. ("Smith Barney
Advisers") will serve as the Fund's administrator and The Boston Company
Advisors, Inc. ("Boston Advisors") will serve as the Fund's sub-
administrator. On April 20, 1994, the Fund's Board approved a new
administration agreement with Smith Barney Advisers containing
substantially the same terms and conditions, including the level of fees,
as the current agreement. Smith Barney Advisers, among other
responsibilities, provides senior executive management for the Fund and
generally oversees and directs all aspects of the Fund's administration and
operation. The Board also approved a sub-administration agreement with
Boston Advisors. Boston Advisors, among other responsibilities, calculates
the net asset value of the Fund's shares and generally assists in various
aspects of the Fund's administration and operation. Under the
arrangements, Boston Advisors will be paid a portion of the amount paid by
the Fund to Smith Barney Advisers at a rate as agreed upon from time to
time between Smith Barney Advisers and Boston Advisors.
_________________
*Prospectuses dated:
Appreciation Fund Inc. 3/1/94
Limited Maturity Municipals Fund 1/29/94
Limited Maturity Treasury Fund 1/19/94
Intermediate Maturity California Municipals Fund 1/29/94
Intermediate Maturity New York Municipals Fund 1/29/94
Managed Governments Fund Inc. 12/1/93
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