SMITH BARNEY FUNDS, INC.
SHORT-TERM U.S. TREASURY SECURITIES PORTFOLIO
(the "Fund")
Supplement dated October 30, 1997
to the Prospectus dated April 30, 1997
The following information supersedes the information set forth in the
Prospectus under "Prospectus Summary-EXCHANGE PRIVILEGE."
EXCHANGE PRIVILEGE Shares of a Class may be exchanged for shares of the
same Class of certain other funds of the Smith Barney Mutual Funds at
the respective net asset values next determined, plus any applicable
sales charge differential. See "Exchange Privilege."
The following information supersedes the information set forth in the
Prospectus in the first paragraph under "Exchange Privilege"
Except as otherwise noted below, shares of each Class may be exchanged
for shares of the same Class in the following funds of the Smith Barney
Mutual Funds, to the extent shares are offered for sale in the
shareholder's state of residence. Exchanges of Class A shares are
subject to minimum investment requirements and all shares are subject to
the other requirements of the fund into which exchanges are made and a
sales charge differential may apply.
The following information supersedes the information set forth in the
Prospectus under " Exchange Privilege-Class A and Class Y Exchanges."
Class A Exchanges. Class A shares of the Portfolio will be subject to
the appropriate "sales charge differential" upon the exchange of such
shares for Class A shares of another fund of the Smith Barney Mutual
Funds sold with a sales charge. The "sales charge differential" is
limited to a percentage rate no greater than the excess of the sales
charge rate applicable to purchases of shares of the mutual fund being
acquired in the exchange over the sales charge rate(s) actually paid on
the mutual fund shares relinquished in the exchange and on any
predecessor of those shares. For purposes of the exchange privilege,
shares obtained through automatic reinvestment of dividends and capital
gain distributions are treated as having paid the same sales charges
applicable to the shares in which the dividends or distributions were
paid; however, except in the case of the Smith Barney 401(k) Program and
ExecChoice Programs, if no sales charge was imposed upon the initial
purchase of shares, any shares obtained through automatic reinvestment
will be subject to a sales charge differential upon exchange. Class A
shares held in the Portfolio prior to November 7, 1994 that are
subsequently exchanged for shares of other funds of the Smith Barney
Mutual Funds will not be subject to a sales charge differential.
Class Y Exchanges. Class Y shareholders of the Portfolio who wish to
exchange all or a portion of their Class Y shares for Class Y shares in
any of the funds identified above may do so without imposition of any
charge.
FD 01344 10/97
u:legal\funds\sbfi\misc\stusstkr.doc
