SMITH BARNEY APPRECIATION FUND INC
497, 1995-12-28
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             Smith Barney Appreciation Fund Inc.
         Smith Barney  Arizona Municipals Fund
         Inc.
        Smith Barney California Municipals Fund
                Inc. Smith Barney Investment
                Trust
         Smith Barney Managed Governments Fund
          Inc. Smith Barney Managed Municipals
          Fund Inc.
         Smith Barney Massachusetts Municipals
          Fund Smith Barney Natural Resources
          Fund Inc.
        Smith Barney New Jersey Municipals Fund
             Inc. Smith Barney Oregon Municipals
             Fund
             
             
   Supplement dated December 21, 1995 to Prospectuses*
                            
                            
The following information supplements, and should be
read in conjunction with, the disclosure found in the
prospectus of each of the above fund (each, a "Fund"):


        TELEPHONE REDEMPTION AND EXCHANGE PROGRAM FOR
        SHAREHOLDERS WHO DO NOT HAVE A SMITH  BARNEY
                      BROKERAGE ACCOUNT
                      
     Certain shareholders may be eligible to redeem and
     exchange Fund shares by telephone.  To determine if
     a shareholder is entitled  to participate in this
     program, he or she should contact First Data
     Investor Services Group, Inc. (the "Transfer
     Agent") at (800) 451-2010.  Once eligibility is
     confirmed, the shareholder must complete and return
     a Telephone/Wire Authorization Form, including a
     signature guarantee, that will be provided by the
     Transfer Agent upon request.  (Alternatively, an
     investor may authorize telephone redemptions on the
     new account application with a signature guarantee
     when making his/her initial investment in the
     Fund.)
     
          Redemptions.   Redemption requests of up to
     $10,000 of any class or classes of the Fund's
     shares may be made by eligible shareholders by
     calling the Transfer Agent at (800) 451-2010.  Such
     requests may be made between 9:00 a.m. and 4:00
     p.m. (New York City time) on any day the New York
     Stock Exchange, Inc. ("NYSE") is open.  Redemptions
     of  shares (i) by retirement plans or  (ii)  for
     which certificates have been issued are not
     permitted under this program.
          A shareholder  will have the option of having
     the redemption proceeds mailed to his/her address
     of record or wired to a bank account predesignated
     by the shareholder.  Generally, redemption proceeds
     will be mailed or wired, as the case may be, on the
     next business day following the redemption request.
     In order to use the wire procedures, the bank
     receiving the proceeds must be a member of the
     Federal Reserve System or have a correspondent with
     a member bank. The Fund reserves the right to
     charge shareholders a nominal fee for each wire
     redemption.  Such charges, if any, will be assessed
     against the shareholder's account from which shares
     were redeemed.  In order to change the bank account
     designated to receive
     redemption proceeds, a shareholder must complete
     a new Telephone/Wire Authorization Form and, for
     the protection of the shareholder's assets, will
     be required to provide a signature guarantee and
     certain
other documentation.
     Exchanges.  Eligible shareholders may make
exchanges by telephone if the account registration of
the shares of the fund being acquired is identical to
the registration of the shares of the fund exchanged.
Such exchange requests may be made by calling  the
Transfer Agent at (800) 451-2010 between 9:00 a.m. and
4:00 p.m. (New York City time) on any day on which the
NYSE is open.
     Additional Information regarding Telephone
Redemption and Exchange Program. Neither the Fund nor
its agents will be liable for following instructions
communicated by telephone that are reasonably believed
to be genuine.  The Fund and its agents will employ
procedures designed to verify the identity of the
caller and legitimacy of instructions (for example, a
shareholder's name and account number will be required
and phone calls may be recorded).  The Fund reserves
the right  to suspend, modify or discontinue the
telephone redemption and exchange program or to impose
a charge for this service at any time following at
least seven (7) days prior notice to shareholders.
The following information modifies the disclosure
found in the Fund's Prospectus under the heading,
"Redemption of Shares:"
   Any signature appearing on a written redemption
   request in excess of $2,000 must be guaranteed by
   an eligible guarantor institution such as a
   domestic bank, savings and loan institution,
   domestic credit union, member bank of the Federal
   Reserve System or member firm of a national
   securities.  Written redemption requests of $2,000
   or less do not require a signature guarantee unless
   more than one such redemption request is made in
   any 10-day period. Redemption proceeds will be
   mailed to an investor's address of record.
   
   
_______________________
*  Prospectuses dated:

 Smith Barney Appreciation Fund Inc.   03/01/95
Smith Barney  Arizona Municipals      07/30/95
 Fund Inc.
Smith Barney California Municipals    04/29/95
 Fund Inc.
 Smith Barney Investment Trust
01/29/95
 Smith Barney Managed Governments
11/29/95
 Fund Inc.
Smith Barney Managed Municipals Fund  09/15/95
 Inc.
Smith Barney Massachusetts            01/29/95
 Municipals Fund
 Smith Barney Natural Resources Fund
 Inc. (formerly,
      Smith Barney Precious Metals
03/01/95
 and Minerals Fund
      Inc.
     Smith Barney New Jersey Municipals
                  05/29/95
 Fund Inc.
     Smith Barney Oregon Municipals Fund
                  06/29/95









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