SMITH BARNEY FUNDS, INC.
On behalf of the
SHORT-TERM HIGH GRADE BOND FUND (the "Fund")
Supplement dated June 7, 1999 to
Prospectus dated April 30, 1999
The following revises and supersedes, as applicable, the information
in the Prospectus under "Choosing a class of shares to buy."
Class Y shares
You buy Class Y shares at net asset value with no initial sales
charge and no deferred sales charge when you redeem. You must meet
the $15,000,000 initial investment requirement. You can use a letter
of intent to meet this requirement by buying Class Y shares of the
fund over a 13 month period. To qualify, you must initially invest
$5,000,000.
FD 01660
G:\Fund Accounting\Legal\FUNDS\SBFI\1999\SECDOCS\599stk.doc
