SMITH BARNEY FUNDS INC
497, 1997-02-06
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SMITH BARNEY FUNDS, INC. - 
INCOME RETURN ACCOUNT PORTFOLIO
(the "Portfolio")



Supplement to Prospectus dated April 1, 1996



Shares of the Portfolio will no longer be offered as of February 24, 1997.









				
Dated:  February 6, 1997

FD    




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