March 1, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
ATTN: Office of Filings, Information and Consumer Services
RE: Smith Barney Appreciation Fund Inc. (the "Fund")
File No. 2-34576, Accession No. 0000053798-95-000108
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended,
please accept this letter as certification that the prospectuses and
statement of additional
information for the above-referenced Fund do not differ from that contained
in Post-Effective
Amendment No. 38 (the "Amendment") to the Fund's Registration Statement on
Form N-1A. This Amendment was filed electronically on February 28, 1995.
Any comments on this filing should be directed to Arlene M. Wallace,
Senior Legal Product Manager, at (617) 722-3935.
Please return an electronic transmittal as evidence of your receipt
of this filing.
Very truly yours,
/s/ Mark J. Duggan
Mark J. Duggan
Assistant Vice President
and Counsel
