SMITH BARNEY APPRECIATION FUND
INC. (the "Fund")
Supplement to Prospectus and
Statement of Additional
Information
dated March 1, 1995
On April 13, 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 Company Advisors ceased to serve
as sub-administrator to the Fund.
Also as of April 13, 1995, PNC Bank,
National
Association assumed responsibility as the custodian for
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 Bank, National
Association is located at 17th and Chestnut Streets,
Philadelphia,
Pennsylvania.
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Supplement dated May 17, 1995
