SMITH BARNEY APPRECIATION FUND INC
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
SMITH BARNEY CALIFORNIA MUNICIPALS FUND INC.
SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
SMITH BARNEY NATURAL RESOURCES FUND INC.
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.
Supplement dated June 12, 1998
to the Prospectuses*
The following information supplements, and to the extent
inconsistent therewith, replaces the information contained in the
Prospectuses.
Effective immediately, Class C shares will be renamed Class L shares.
Effective June 15, 1998, Class L shares will be sold at net asset value
per share plus a maximum initial sales charge of 1.00%.
Class L Share Expenses:
The following expense table lists the costs and expenses an investor will
incur either directly or indirectly as a Class L shareholder of the Funds
shown below, based on the maximum sales charge and maximum CDSC that may
be incurred at the time of purchase or redemption and, unless otherwise
noted, each Fund's operating expenses for its most recent fiscal year:
Appreciation
Fund
Arizona
Municipals
Fund
California
Municipals
Fund
Managed
Governments
Fund
Managed
Municipals
Fund
Natural
Resources
Fund
New Jersey
Municipals
Fund
Shareholder Transaction Expenses
Maximum sales charge imposed
on purchases (as a percentage
of offering price)
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
Maximum CDSC
(as a percentage of original cost or
redemption proceeds, whichever is lower)
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management fees
0.59%
0.50%
0.50%
0.65%
0.48%
0.75%
0.50%
12b-1 fees **
1.00%
0.70%
0.70%
0.70%
0.70%
1.00%
0.70%
Other expenses
0.14%
0.22%
0.09%
0.11%
0.06%
0.37%
0.12%
TOTAL FUND OPERATING EXPENSES
1.73%
1.42%
1.29%
1.46%
1.24%
2.12%
1.32%
EXAMPLE
The following example is intended to assist an investor in
understanding the various costs that an investor in class L shares of the
Funds shown below will bear directly or indirectly. The example assumes
payment by each Fund of operating expenses at the levels set forth in the
preceding table. See "Purchase of Shares," "Redemption of Shares" and
"Management of the Fund" in the accompanying Prospectus for more information.
Appreciation
Fund
Arizona
Municipals
Fund
California
Municipals
Fund
Managed
Governments
Fund
Managed
Municipals
Fund
Natural
Resources
Fund
New Jersey
Municipals
Fund
An investor would pay the following expenses
on a $1,000 investment, assuming (1) 5.00% annual return
and (2) redemption at the end of
each time period:
1 year
37
34
33
35
33
41
33
3 years
64
54
50
56
49
76
51
5 years
103
87
80
89
77
123
82
10 years
212
178
164
183
158
253
167
An investor would pay the following expenses
on the same investment, assuming the same
annual return and no redemption:
1 year
27
24
23
25
23
31
23
3 years
64
54
50
56
49
76
51
5 years
103
87
80
89
77
123
82
10 years
212
178
164
183
158
253
167
The example also provides a means for the investor to compare
expense levels of funds with different fee structures over varying
investment periods. To facilitate such comparison, all funds are required
to utilize a 5.00% annual return assumption. However, each Fund's actual
return will vary and may be greater or less than 5.00%. This example should
not be considered a representation of past or future expenses and actual
expenses may be greater or less than those shown.
Purchase of Shares:
Until June 25, 1999 purchases of Class L shares by investors who were
holders of Class C shares of any Smith Barney Mutual Fund
on June 12,1998 will not be subject to the 1% front-end sales charge.
*Prospectuses Dated:
Appreciation April 30, 1998
Arizona Municipals September 26, 1997
California Municipals June 27, 1997
Managed Governments November 28, 1997
Managed Municipals June 25, 1997
Natural Resources February 27, 1998
New Jersey Municipals July 29, 1997
**Class L shares do not have a conversion feature and, therefore, are
subject to an ongoing distribution fee. As a result, long term shareholders
of Class L shares may pay more than the economic equivalent of the maximum
front-end sales charge permitted by the National Association of Securities
Dealers, Inc.
