March 11, 1996
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.
ATTN: Office of Filings, Information and Consumer Services
RE: Smith Barney Appreciation Fund Inc. (the "Fund")
File No. 2-34576
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of
1933, as amended, please accept this letter as certification
that the prospectus and the statement of additional
information for the above-referenced Fund does not differ
from that contained in Post-Effective Amendment No. 41 (the
"Amendment") to the Fund's Registration Statement on Form N-
1A. This Amendment was filed electronically on March 1,
1996.
Any comments on this filing should be directed to
Sean McCormack, of Smith Barney Mutual Funds Management
Inc., at (212) 816-6591.
Please return an electronic transmittal as evidence of
your receipt of this filing.
Very
truly yours,
/s/Caren Cunningham
Caren Cunningham
Vice President and
Assistant General Counsel
