Smith Barney Appreciation Fund Inc.
Smith Barney Growth Opportunity Fund
Smith Barney Investment Grade Bond Fund
Supplement dated November 12, 1996 to prospectuses*
______________________________
The provisions contained in the Prospectus of each of the funds listed
above (each a "fund") under "Exchange Privilege-Class A Exchanges"
notwithstanding, effective October 4, 1996, Class A shares of the Fund that
are exchanged for the same class of shares of another Smith Barney
Mutual Fund
sold with a higher maximum sales charge, will not be subject to any sales
charge differential.
___________________
* Prospectuses dated:
Appreciation Fund Inc.
March 1, 1996
Growth Opportunity Fund
April 29, 1996
Investment Grade Bond Fund
April 29, 1996, as amended June 24,
1996
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