SMITH BARNEY
APPRECIATION FUND INC.
(the "Fund")
Supplement to
March 1, 1995 Prospectus
The Fund is authorized to leverage its investments by borrowing money
to purchase securities. Leverage is deemed under state regulations to be a
speculative activity and may result in additional risk to the Fund and its
shareholders. The Fund has no current intention of engaging in leverage,
and will do so only when the Fund's Board of Directors determines that use
of leverage would be in the best interests of shareholders. In addition,
while the Fund does not anticipate an annual portfolio turnover rate in
excess of 100%, shareholders should realize that a high rate of portfolio
turnover involves correspondingly greater brokerage commission expenses
which must be borne directly by the Fund and, thus, indirectly by
shareholders. In addition, to the extent that a high portfolio turnover
may result in distributions of short-term capital gains, such distributions
would be taxable as ordinary income to shareholders.
Missouri
Dated: March 1, 1995
Fund 6 FD0862 B5
