Securities Act Registration No. 33-43446
Investment Company Act Registration No. 811-6444


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
	Pre-Effective Amendment No.				[   ]
	Post-Effective Amendment No.    28     		[X]

and/or
REGISTRATION STATEMENT UNDER
	THE INVESTMENT COMPANY ACT OF 1940		[X]
    AMENDMENT NO. 28     					[X]
	__________________
Smith Barney Investment Trust
(a Massachusetts Business Trust)
(Exact Name of Registrant as Specified in Charter)
388 Greenwich Street
New York, New York  10013
(Address of Principal Executive Offices)
(212) 816-6474
(Registrants Telephone Number, including Area Code)
Christina T. Sydor, Secretary
Smith Barney Investment Trust
388 Greenwich Street
New York, New York  10013
(Name and Address of Agent for Service)
_____________________

Approximate Date of Proposed Public Offering:
Continuous.
It is proposed that this filing will become effective
(check appropriate box):
[ ]	Immediately upon filing pursuant to paragraph (b) of
Rule 485
[ X ]	on March 31, 2000 pursuant to paragraph (b)
	of Rule 485
[  ]	60 days after filing pursuant to paragraph (a)(1) of
Rule 485
[  ]	On (date) pursuant to paragraph (a)(1) of Rule 485
[  ]	75 days after filing pursuant to paragraph (a)(2)
of rule 485
[  ]	On (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
[  ]	This post-effective amendment designates
a new effective date for a previously filed
post effective amendment.

Title of Securities Being Registered: Shares of
Beneficial


PART A - PROSPECTUS

For each of the following, dated March 29, 2000:

Smith Barney Intermediate Maturity California Municipals
Fund - A, L & Y shares,
Smith Barney Intermediate Maturity New York Municipals Fund
- A, L & Y shares,
Smith Barney Large Capitalization Growth Fund - A, B, L & Y
shares
Smith Barney Large Capitalization Growth Fund  - Z shares
and Smith Barney Mid Cap Blend Fund - A, B, L & Y shares

<PAGE>

        [SB] Smith Barney
        [MF] Mutual Funds





        P R O S P E C T U S



        Intermediate
        Maturity
        California
        Municipals Fund

        Class A, L and Y Shares
        --------------------------------------------
        March 29, 2000






        The Securities and Exchange Commission has not
approved the fund's
        shares as an investment or determined whether this
prospectus is
        accurate or complete. Any statement to the contrary
is a crime.







<PAGE>

Intermediate Maturity California
Municipals Fund

                   Contents


<TABLE>
<S>
<C>
Investments, risks and
performance..........................................   2
More on the fund's
investments..............................................
6
Management.................................................
 .................   6
Choosing a class of shares to
buy...........................................   8
Comparing the fund's
classes................................................   9
Sales
charges....................................................
 ...........  10
More about deferred sales
charges...........................................  12
Buying
shares.....................................................
 ..........  13
Exchanging
shares.....................................................
 ......  14
Redeeming
shares.....................................................
 .......  16
Other things to know
about share
transactions...............................................
 .....  18
Dividends, distributions and
taxes..........................................  20
Share
price......................................................
 ...........  21
Financial
highlights.................................................
 .......  22
</TABLE>
You should know: An investment in the fund is not a bank
deposit and is not
insured or guaranteed by the FDIC or any other government
agency.




Smith Barney Mutual Funds


1
<PAGE>


 Investments, risks and performance


Investment objective
The fund seeks to provide California investors with as high
a level of current
income exempt from federal income taxes and California
state personal income
taxes as is consistent with the preservation of principal.

Principal investment strategies

Key investments The fund invests primarily in investment
grade municipal secu-
rities. These include securities issued by the State of
California and certain
other municipal issuers, political subdivisions, agencies
and public authori-
ties that pay interest which is exempt from federal income
and California per-
sonal income taxes. The fund maintains an average portfolio
maturity of between
three and ten years. The fund can invest up to 20% of its
assets in unrated
securities that the manager determines are investment
grade.

Selection process The manager selects securities primarily
by identifying
undervalued sectors and individual securities, while also
selecting securities
it believes will benefit from changes in market conditions.
In selecting indi-
vidual securities, the manager:

 .Uses fundamental credit analysis to estimate the relative
value and attrac-
  tiveness of various securities and sectors and to exploit
opportunities in
  the municipal bond market
 .May trade between general obligation and revenue bonds and
among various reve-
  nue bond sectors, such as housing, hospital and
industrial development, based
  on their apparent relative values
 .Considers the yields available for securities with
different maturities and a
  security's maturity in light of the outlook for the
issuer, its sector and
  interest rates
 .Identifies individual securities with the most potential
for added value, such
  as those involving unusual situations, new issuers, the
potential for credit
  upgrades, unique structural characteristics or innovative
features


Intermediate Maturity California Municipals Fund

 2
<PAGE>


Principal risks of investing in the fund
Investors could lose money on their investment in the fund,
or the fund may not
perform as well as other investments, if:

 .Interest rates rise, causing the value of the fund's
portfolio to decline
 .The issuer of a security owned by the fund defaults on its
obligation to pay
  principal and/or interest or the security's credit rating
is downgraded
 .California municipal securities fall out of favor with
investors. The fund
  will suffer more than a national municipal fund from
adverse events affecting
  California municipal issuers
 .Unfavorable legislation affects the tax-exempt status of
municipal bonds
 .The manager's judgment about the attractiveness, value or
income potential of
  a particular security proves to be incorrect

It is possible that some of the fund's income distributions
may be, and distri-
butions of the fund's gains generally will be, subject to
federal and Califor-
nia state taxation. The fund may realize taxable gains on
the sale of its
securities or on transactions in derivative contracts. Some
of the fund's
income may be subject to the federal alternative minimum
tax. In addition, dis-
tributions of the fund's income and gains will be taxable
to investors in
states other than California.

The fund is classified as "non-diversified," which means it
may invest a larger
percentage of its assets in one issuer than a diversified
fund. To the extent
the fund concentrates its assets in fewer issuers, the fund
will be more sus-
ceptible to negative events affecting those issuers.

Who may want to invest The fund may be an appropriate
investment if you are a
California taxpayer:

 .In a high federal tax bracket seeking income that is
exempt from California
  and federal taxation
 .Currently have exposure to other asset classes and are
seeking to broaden your
  investment portfolio
 .Are willing to accept the risks of municipal securities,
including the risks
  of concentrating in a single state



Smith Barney Mutual Funds


3
<PAGE>


Risk return bar chart
This bar chart indicates the risks of investing in the fund
by showing changes
in the fund's performance from year to year. Past
performance does not neces-
sarily indicate how the fund will perform in the future.

This bar chart shows the performance of the fund's Class A
shares for each of
the past eight years. Class L and Y shares have different
performance because
of different expenses. The performance information in the
chart does not
reflect sales charges, which would reduce your return.

             Total Return for Class A Shares
                            [BAR CHART APPEARS HERE]


        92      93       94       95      96      97
98      99
       ----    ----     ----     ----    ----    ----    --
--    ----
       7.59%   11.52%  (4.82)%   14.63%  4.19%   7.48%
5.80%   (1.52)%

                       Calendar years ended December 31


Quarterly returns:

Highest: 5.80% in 1st quarter 1995; Lowest: (4.64)% in 1st
quarter 1994

Risk return table
This table indicates the risks of investing in the fund by
comparing the aver-
age annual total return of each class for the periods shown
to that of the Leh-
man Brothers Municipal Bond Index (the "Lehman Index"), a
broad-based unmanaged
index of municipal bonds and the Lipper California
Municipal Fund Average (the
"Lipper Funds Average"), an average composed of the fund's
peer group of mutual
funds. This table assumes imposition of the maximum sales
charge applicable to
the class, redemption of shares at the end of the period,
and reinvestment of
distributions and dividends.

                          Average Annual Total Returns

                  Calendar Years Ended December 31, 1999

<TABLE>
<CAPTION>
Class                 1 year  5 years 10 years Since
Inception Inception Date
<S>                   <C>     <C>     <C>      <C>
<C>
 A                    (3.49)%  5.56%    n/a         5.17%
12/31/91
 L                    (3.65)%  5.52%    n/a         5.63%
11/08/94
 Y                    (1.22)%    n/a    n/a         4.66%
09/08/95
Lehman Index          (2.06)%  6.91%    n/a         6.20%
*
Lipper Funds Average  (1.32)%  5.85%    n/a         5.26%
*
*Index Comparison begins on December 31, 1991
</TABLE>

Intermediate Maturity California Municipals Fund

 4
<PAGE>


Fee table
This table sets forth the fees and expenses you will pay if
you invest in fund
shares.

                                Shareholder fees
<TABLE>
<CAPTION>
(fees paid directly from your investment)
Class A Class L Class Y
<S>                                                     <C>
<C>     <C>
Maximum sales charge (load) imposed on purchases (as a
% of offering price)
2.00%   1.00%    None
Maximum deferred sales charge (load) (as a % of the
lower of net asset value at purchase or redemption)
None*   1.00%    None
                        Annual fund operating expenses
<CAPTION>
(expenses deducted from fund assets)
Class A Class L Class Y
<S>                                                     <C>
<C>     <C>
Management fees**
0.50%   0.50%   0.50%
Distribution and service (12b-1) fees
0.15%   0.35%    None
Other expenses
0.40%   0.37%   0.36%
                                                        ---
---- ------- -------
Total annual fund operating expenses
1.05%   1.22%   0.86%

======= ======= =======
Management fee waivers
(0.21)% (0.21)% (0.21)%
                                                        ---
---- ------- -------
Net annual fund operating expenses
0.84%   1.01%   0.65%
</TABLE>
 *You may buy Class A shares in amounts of $500,000 or more
at net asset value
(without an initial sales charge) but if you redeem those
shares within 12
months of their purchase, you will pay a deferred sales
charge of 1.00%.

**Management has agreed to waive a portion of its
management fees. As a result
of these fee waivers currently in effect, the management
fees were 0.29%. The
manager may change or eliminate these fee waivers at any
time.
Example
This example helps you compare the costs of investing in
the fund with the
costs of investing in other mutual funds. Your actual costs
may be higher or
lower. The example assumes:

 .You invest $10,000 in the fund for the period shown
 .Your investment has a 5% return each year
 .You reinvest all distributions and dividends without a
sales charge
 .The fund's operating expenses remain the same

                      Number of years you own your shares
<TABLE>
<CAPTION>
                                       1 year 3 years 5
years 10 years
<S>                                    <C>    <C>     <C>
<C>
Class A (with or without redemption)    $305   $527    $768
$1,457
Class L (redemption at end of period)   $323   $483    $764
$1,563
Class L (no redemption)                 $223   $483    $764
$1,563
Class Y (with or without redemption)    $ 88   $274    $477
$1,061
</TABLE>



Smith Barney Mutual Funds


5
<PAGE>

 More on the fund's investments

California municipal securities California municipal
securities include debt
obligations issued by certain non-California governmental
issuers such as
Puerto Rico, the Virgin Islands and Guam. The interest on
California municipal
securities is exempt from federal income tax and California
personal income
tax. As a result, the interest rate on these bonds normally
is lower than it
would be if the bonds were subject to taxation.

The California municipal securities in which the fund
invests include general
obligation bonds, revenue bonds and notes, and municipal
leases. These securi-
ties may pay interest at fixed, variable or floating rates.
The fund may also
hold zero coupon securities which pay no interest during
the life of the obli-
gation but trade at prices below their stated maturity
value.

The fund normally invests in intermediate-term municipal
securities, which are
securities that have remaining maturities at the time of
purchase of three to
ten years. The fund normally maintains an average portfolio
maturity of between
three and ten years.

Defensive investing The fund may depart from its principal
investment strate-
gies in response to adverse market, economic or political
conditions by taking
temporary defensive positions in all types of money market
and short-term debt
securities. If the fund takes a temporary defensive
position, it may be unable
to achieve its investment goal.

 Management

Manager The fund's investment adviser and administrator is
SSB Citi Fund Man-
agement LLC (successor to SSBC Fund Management Inc.), an
affiliate of Salomon
Smith Barney Inc. The manager's address is 388 Greenwich
Street, New York, New
York 10013. The manager selects the fund's investments and
oversees its opera-
tions. The manager and Salomon Smith Barney are
subsidiaries of Citigroup Inc.
Citigroup businesses produce a broad range of financial
services--asset manage-
ment, banking and consumer finance, credit and charge
cards, insurance, invest-
ments, investment banking and trading--and use diverse
channels to make them
available to consumer and corporate customers around the
world.

Joseph P. Deane, investment officer of the manager and
senior vice president
and managing director of Salomon Smith Barney, has been
responsible for the
day-to-day management of the fund's portfolio since its
inception in 1991.
David T. Fare, investment officer of the manager and vice
president of Salomon
Smith Barney, currently shares the responsibility

Intermediate Maturity California Municipals Fund

 6
<PAGE>


for the day-to-day management of the fund's portfolio,
joining Mr. Deane in
1998. Mr. Deane and Mr. Fare have 30 and 13 years,
respectively, of securities
business experience.

Management fees For its services, the manager received a
management fee and
administrative fee during the Fund's last fiscal year equal
to 0.17% and 0.12%,
respectively, of the fund's average daily net assets.

Distributor The fund has entered into an agreement with
CFBDS, Inc. to distrib-
ute the fund's shares. A selling group consisting of
Salomon Smith Barney and
other broker dealers sells fund shares to the public.

Distribution plan The fund has adopted a Rule 12b-1
distribution plan for its
Class A and L shares. Under the plan, the fund pays
distribution and/or service
fees. These fees are an ongoing expense and, over time, may
cost you more than
other types of sales charges.

Transfer agent and shareholder servicing agent Smith Barney
Private Trust Com-
pany serves as the fund's transfer agent and shareholder
servicing agent (the
"transfer agent"). Pursuant to a sub-transfer agency and
services agreement
with the transfer agent, PFPC Global Fund Services serves
as the fund's sub-
transfer agent (the "sub-transfer agent") to render certain
shareholder record
keeping and accounting services and functions.



Smith Barney Mutual Funds


7
<PAGE>

 Choosing a class of shares to buy

You can choose among three classes of shares: Classes A, L
and Y. Each class
has different sales charges and expenses, allowing you to
choose the class that
best meets your needs. Which class is more beneficial to an
investor depends on
the amount and intended length of the investment.

 .If you establish a program of regular investment, you may
wish to consider
  Class A shares; as the investment accumulates, you may
qualify for reduced
  sales charges and the shares are subject to lower ongoing
expenses.
 .Class L shares are sold with a lower initial sales charge
than Class A shares,
  which may also help to offset the higher annual expenses
of this class.
  Because the fund's future return cannot be predicted,
however, there can be
  no assurance that this would be the case for either
class.

You may buy shares from:

 .A Salomon Smith Barney Financial Consultant
 .An investment dealer in the selling group or a broker that
clears through Sal-
  omon Smith Barney--a dealer representative

 .The fund, but only if you are investing through certain
dealer representatives

Investment minimums Minimum initial and additional
investment amounts vary
depending on the class of shares you buy and the nature of
your investment
account.

<TABLE>
<CAPTION>
                                              Initial
Additional
                                      Classes A, L   Class
Y   All Classes
<S>                                   <C>          <C>
<C>
General                                  $1,000    $15
million     $50
Monthly Systematic Investment Plan        $25          n/a
$25
Quarterly Systematic Investment Plan      $50          n/a
$50
Uniform Gift to Minor Account             $250     $15
million     $50
</TABLE>

Intermediate Maturity California Municipals Fund

 8
<PAGE>

 Comparing the fund's classes

Your Salomon Smith Barney Financial Consultant or dealer
representative can
help you decide which class meets your goals. They may
receive different com-
pensation depending upon which class you choose.

<TABLE>
<CAPTION>
                   Class A       Class L       Class Y

<S>             <C>           <C>           <C>
Key features    .Initial      .Initial      .No initial
                 sales         sales         or deferred
                 charge        charge is     sales
                 .You may      lower than    charge
                 qualify for   Class A       .Minimum
                 reduction     .Deferred     investment
                 or waiver     sales         of at least
                 of initial    charge for    $15 million
                 sales         1 year        .Lower
                 charge        .Higher       annual
                 .Lower        annual        expenses
                 annual        expenses      than the
                 expenses      than Class    other clas-
                 than Class    A             ses
                 L
--------------------------------------------------------

Initial sales    Up to         1.00%         None
charge           2.00%;
                 reduced for
                 large pur-
                 chases and
                 waived for
                 certain
                 investors.
                 No charge
                 for pur-
                 chases of
                 $500,000 or
                 more
--------------------------------------------------------

Deferred sales   1.00% on      1.00% if      None
charge           purchases     you redeem
                 of $500,000   within 1
                 or more if    year of
                 you redeem    purchase
                 within 1
                 year of
                 purchase
--------------------------------------------------------

Annual           0.15% of      0.35% of      None
distribution     average       average
and service      daily net     daily net
fees             assets        assets
--------------------------------------------------------

Exchange         Class A       Class L       Class Y
Privilege*       shares        shares        shares
                 of most       of most       of most
                 Smith Bar-    Smith Bar-    Smith Bar-
                 ney funds     ney funds     ney funds
--------------------------------------------------------
</TABLE>
* Ask your Salomon Smith Barney Financial Consultant or
dealer representative
or visit the web site for the Smith Barney funds available
for exchange.



Smith Barney Mutual Funds


9
<PAGE>


 Sales charges

Class A shares
You buy Class A shares at the offering price, which is the
net asset value plus
a sales charge. You do not pay a sales charge on
investments of $500,000 or
more, or on the fund's distributions or dividends you
reinvest in additional
Class A shares.

<TABLE>
<CAPTION>
                    Sales Charge as a % of
                    Offering  Net amount
Amount of purchase  price (%) invested (%)

<S>                 <C>       <C>
Less than $500,000    2.00        2.04
$500,000 or more       -0-         -0-
</TABLE>

Investments of $500,000 or more You do not pay an initial
sales charge when you
buy $500,000 or more of Class A shares. However, if you
redeem these Class A
shares within one year of purchase, you will pay a deferred
sales charge of 1%.

Qualifying for a reduced Class A sales charge There are
several ways you can
combine multiple purchases of Class A shares of Smith
Barney funds to take
advantage of the breakpoints in the sales charge schedule.

 .Accumulation privilege - lets you combine the current
value of Class A shares
  owned

 .by you, or
 .by members of your immediate family,

 and for which a sales charge was paid, with the amount of
your next purchase
 of Class A shares for purposes of calculating the initial
sales charge. Cer-
 tain trustees and fiduciaries may be entitled to combine
accounts in deter-
 mining their sales charge.

 .Letter of intent - lets you purchase Class A shares of the
fund and other
  Smith Barney funds over a 13-month period and pay the
same sales charge, if
  any, as if all shares had been purchased at once. You may
include purchases
  on which you paid a sales charge within 90 days before
you sign the letter.

Intermediate Maturity California Municipals Fund

10
<PAGE>


Waivers for certain Class A investors Class A initial sales
charges are waived
for certain types of investors, including:

 .Employees of members of the NASD
 .Clients of newly employed Salomon Smith Barney Financial
Consultants if cer-
  tain conditions are met
 .Investors who redeemed Class A shares of a Smith Barney
fund in the past 60
  days, if the investor's Salomon Smith Barney Financial
Consultant or dealer
  representative is notified

If you want to learn about additional waivers of Class A
initial sales charges,
contact your Salomon Smith Barney Financial Consultant or
dealer representative
or consult the Statement of Additional Information: ("SAI")


Class L shares

You buy Class L shares at the offering price, which is the
net asset value plus
a sales charge of 1% (1.01% of the net amount invested). In
addition, if you
redeem your Class L shares within one year of purchase, you
will pay a deferred
sales charge of 1%. If you held Class C shares of the fund
and/or other Smith
Barney mutual funds on June 12, 1998, you will not pay an
initial sales charge
on Class L shares you buy before June 22, 2001.

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.


Smith Barney Mutual Funds


11
<PAGE>


 More about deferred sales charges

The deferred sales charge is based on the net asset value
at the time of pur-
chase or redemption, whichever is less, and therefore you
do not pay a sales
charge on amounts representing appreciation or
depreciation.

In addition, you do not pay a deferred sales charge on:

 .Shares exchanged for shares of another Smith Barney fund
 .Shares representing reinvested distributions and dividends
 .Shares no longer subject to the deferred sales charge

Each time you place a request to redeem shares, the fund
will first redeem any
shares in your account that are not subject to a deferred
sales charge and then
the shares in your account that have been held the longest.


If you redeemed shares of a Smith Barney fund in the past
60 days and paid a
deferred sales charge, you may buy shares of the fund at
the current net asset
value and be credited with the amount of the deferred sales
charge, if you
notify your Salomon Smith Barney Financial Consultant or
dealer representative.

Salomon Smith Barney receives deferred sales charges as
partial compensation
for its expenses in selling shares, including the payment
of compensation to
your Salomon Smith Barney Financial Consultant or dealer
representative.

Deferred sales charge waivers
The deferred sales charge for each share class will
generally be waived:

 .On payments made through certain systematic withdrawal
plans
 .For involuntary redemptions of small account balances
 .For 12 months following the death or disability of a
shareholder

If you want to learn more about additional waivers of
deferred sales charges,
contact your Salomon Smith Barney Financial Consultant or
dealer representative
or consult the SAI.

Intermediate Maturity California Municipals Fund

12
<PAGE>

 Buying shares

     Through a   You should contact Salomon Smith Barney or
your dealer repre-
 Salomon Smith   sentative to open a brokerage account and
make arrangements
        Barney   to buy shares.
     Financial
 Consultant or   If you do not provide the following
information, your order
        dealer   will be rejected:
representative

                 .Class of shares being bought
                 .Dollar amount or number of shares being
bought

                 You should pay for your shares through
your brokerage account
                 no later than the third business day after
you place your
                 order. Salomon Smith Barney or your dealer
representative may
                 charge an annual account maintenance fee.
-----------------------------------------------------------
---------------------
                 Certain other investors who are clients of
the selling group
   Through the   are eligible to buy shares directly from
the fund.
   fund's sub-
      transfer
    agent        .Write the sub-transfer agent at the
following address:
                      Smith Barney Investment Trust
                      Intermediate Maturity California
Municipals Fund
                      (Specify class of shares)

                      c/o PFPC Global Fund Services

                      P.O. Box 9699

                      Providence, RI 02940-9699
                 .Enclose a check to pay for the shares.
For initial pur-
                   chases, complete and send an account
application.

                 .For more information, call the transfer
agent at 1-800-451-
                   2010.
-----------------------------------------------------------
---------------------
     Through a
    systematic   You may authorize Salomon Smith Barney,
your dealer represen-
    investment   tative or the sub-transfer agent to
transfer funds automati-
          plan   cally from a regular bank account, cash
held in a Salomon
                 Smith Barney brokerage account or Smith
Barney money market
                 fund to buy shares on a regular basis.


                 .Amounts transferred should be at least:
$25 monthly or $50
                   quarterly

                 .If you do not have sufficient funds in
your account on a
                   transfer date, Salomon Smith Barney,
your dealer represen-
                   tative or the sub-transfer agent may
charge you a fee

                 For more information, contact your Salomon
Smith Barney
                 Financial Consultant, dealer
representative or the transfer
                 agent or consult the SAI.


Smith Barney Mutual Funds


13
<PAGE>


 Exchanging shares

  Smith Barney   You should contact Salomon Smith Barney or
your dealer repre-
      offers a   sentative to exchange into other Smith
Barney mutual funds.
   distinctive   Be sure to read the prospectus of the
Smith Barney mutual
     family of   fund you are exchanging into. An exchange
is a taxable trans-
  mutual funds   action.
   tailored to
 help meet the
 varying needs
 of both large
     and small
     investors

                 .You may exchange shares only for shares
of the same class of
                   another Smith Barney fund. Not all Smith
Barney funds offer
                   all classes.
                 .Not all Smith Barney funds may be offered
in your state of
                   residence. Contact Salomon Smith Barney,
your dealer repre-
                   sentative or the transfer agent.

                 .You must meet the minimum investment
amount for each fund,
                   except for systematic exchanges.

                 .If you hold share certificates, the sub-
transfer agent must
                   receive the certificates endorsed for
transfer or with
                   signed stock powers (documents
transferring ownership of
                   certificates) before the exchange is
effective.
                 .The fund may suspend or terminate your
exchange privilege if
                   you engage in an excessive pattern of
exchanges.
-----------------------------------------------------------
---------------------

     Waiver of   Your shares will not be subject to an
initial sales charge at
    additional   the time of the exchange.
 sales charges

                 Your deferred sales charge (if any) will
continue to be mea-
                 sured from the date of your original
purchase.

Intermediate Maturity California Municipals Fund

14
<PAGE>

-----------------------------------------------------------
---------------------

  By telephone
                 If you do not have a brokerage account,
you may be eligible
                 to exchange shares through the transfer
agent. You must com-
                 plete an authorization form to authorize
telephone transfers.
                 If eligible, you may make telephone
exchanges on any day the
                 New York Stock Exchange is open. Call the
transfer agent at
                 1-800-451-2010 between 9:00 a.m. and 4:00
p.m. (Eastern
                 time).

                 You can make telephone exchanges only
between accounts that
                 have identical registrations.
-----------------------------------------------------------
---------------------

       By mail
                 If you do not have a Salomon Smith Barney
brokerage account,
                 contact your dealer representative or
write to the sub-trans-
                 fer agent at the address on the following
page.


Smith Barney Mutual Funds


15
<PAGE>

 Redeeming shares

     Generally   Contact your Salomon Smith Barney
Financial Consultant or
                 dealer representative to redeem shares of
the fund.

                 If you hold share certificates, the sub-
transfer agent must
                 receive the certificates endorsed for
transfer or with signed
                 stock powers before the redemption is
effective.

                 If the shares are held by a fiduciary or
corporation, other
                 documents may be required.

                 Your redemption proceeds will be sent
within three business
                 days after your request is received in
good order. However,
                 if you recently purchased your shares by
check, your redemp-
                 tion proceeds will not be sent to you
until your original
                 check clears which may take up to 15 days.

                 If you have a Salomon Smith Barney
brokerage account, your
                 redemption proceeds will be placed in your
account and not
                 reinvested without your specific
instruction. In other cases,
                 unless you direct otherwise, your
redemption proceeds will be
                 paid by check mailed to your address of
record.
-----------------------------------------------------------
---------------------

       By mail
                 For accounts held directly at the fund,
send written requests
                 to the sub-transfer agent at the following
address:
                   Smith Barney Investment Trust
                   Intermediate Maturity California
Municipals Fund
                   (Specify class of shares)

                   c/o PFPC Global Fund Services

                   P.O. Box 9699

                   Providence, RI 02940-9699

                 Your written request must provide the
following:

                 .Your account number
                 .The class of shares and the dollar amount
or number of
                   shares to be redeemed
                 .Signatures of each owner exactly as the
account is
                   registered

Intermediate Maturity California Municipals Fund

16
<PAGE>

  By telephone
                 If you do not have a brokerage account,
you may be eligible
                 to redeem shares in amounts up to $10,000
per day through the
                 transfer agent. You must complete an
authorization form to
                 authorize telephone redemptions. If
eligible, you may request
                 redemptions by telephone on any day the
New York Stock
                 Exchange is open. Call the transfer agent
at 1-800-451-2010
                 between 9:00 a.m. and 4:00 p.m. (Eastern
time).

                 Your redemption proceeds can be sent by
check to your address
                 of record or by wire transfer to a bank
account designated on
                 your authorization form. You must submit a
new authorization
                 form to change the bank account designated
to receive wire
                 transfers and you may be asked to provide
certain other docu-
                 ments.
-----------------------------------------------------------
---------------------

     Automatic   You can arrange for the automatic
redemption of a portion of
          cash   your shares on a monthly or quarterly
basis. To qualify you
    withdrawal   must own shares of the fund with a value
of at least $10,000
         plans   and each automatic redemption must be at
least $50. If your
                 shares are subject to a deferred sales
charge, the sales
                 charge will be waived if your automatic
payments do not
                 exceed 1% per month of the value of your
shares subject to a
                 deferred sales charge.

                 The following conditions apply:

                 .Your shares must not be represented by
certificates
                 .All dividends and distributions must be
reinvested

                 For more information, contact your Salomon
Smith Barney
                 Financial Consultant or dealer
representative or consult the
                 SAI.


Smith Barney Mutual Funds


17
<PAGE>

 Other things to know about share transactions

When you buy, exchange or redeem shares, your request must
be in good order.
This means you have provided the following information
without which your
request will not be processed:

 .Name of the fund
 .Account number
 .Class of shares being bought, exchanged or redeemed
 .Dollar amount or number of shares being bought, exchanged
or redeemed
 .Signature of each owner exactly as the account is
registered

The transfer agent will try to confirm that any telephone
exchange or redemp-
tion request is genuine by recording calls, asking the
caller to provide a per-
sonal identification number for the account, sending you a
written confirmation
or requiring other confirmation procedures from time to
time.

Signature guarantees To be in good order, your redemption
request must include
a signature guarantee if you:

 .Are redeeming over $10,000 of shares

 .Are sending signed share certificates or stock powers to
the sub-transfer
  agent

 .Instruct the sub-transfer agent to mail the check to an
address different from
  the one on your account
 .Change your account registration
 .Want the check paid to someone other than the account
owner(s)
 .Are transferring the redemption proceeds to an account
with a different regis-
  tration

You can obtain a signature guarantee from most banks,
dealers, brokers, credit
unions and federal savings and loans institutions, but not
from a notary pub-
lic.

The fund has the right to:

 .Suspend the offering of shares
 .Waive or change minimum and additional investment amounts
 .Reject any purchase or exchange order
 .Change, revoke or suspend the exchange privilege
 .Suspend telephone transactions

Intermediate Maturity California Municipals Fund

18
<PAGE>

 .Suspend or postpone redemptions of shares on any day when
trading on the New
  York Stock Exchange is restricted, or as otherwise
permitted by the Securi-
  ties and Exchange Commission
 .Pay redemption proceeds by giving you securities. You may
pay transaction
  costs to dispose of the securities

Small account balances If your account falls below $500
because of a redemption
of fund shares, the fund may ask you to bring your account
up to $500. If your
account is still below $500 after 60 days, the fund may
close your account and
send you the redemption proceeds.

Excessive exchange transactions The manager may determine
that a pattern of
frequent exchanges is detrimental to the fund's performance
and other share-
holders. If so, the fund may limit additional purchases
and/or exchanges by the
shareholder.

Share certificates The fund does not issue share
certificates unless a written
request signed by all registered owners is made to the sub-
transfer agent. If
you hold share certificates it will take longer to exchange
or redeem shares.


Smith Barney Mutual Funds


19
<PAGE>

 Dividends, distributions and taxes

Dividends The fund pays dividends each month from its net
investment income.
The fund generally makes capital gain distributions, if
any, once a year, typi-
cally in December. The fund may pay additional
distributions and dividends at
other times if necessary for the fund to avoid a federal
tax. Capital gain dis-
tributions and dividends are reinvested in additional fund
shares of the same
class you hold. The fund expects distributions to be
primarily from income. You
do not pay a sales charge on reinvested distributions or
dividends. Alterna-
tively, you can instruct your Salomon Smith Barney
Financial Consultant, dealer
representative or the transfer agent to have your
distributions and/or divi-
dends paid in cash. You can change your choice at any time
to be effective as
of the next distribution or dividend, except that any
change given to the
transfer agent less than five days before the payment date
will not be effec-
tive until the next distribution or dividend is paid.

Taxes The following table describes the tax consequences of
certain fund trans-
actions.

<TABLE>
<CAPTION>

California tax
 Transaction                          Federal tax status
status

<S>                                   <C>
<C>
Redemption or exchange of shares      Usually capital gain
Usually capital gain
                                      or loss; long-term
or loss
                                      only if shares owned
                                      more than one year
Long-term capital gain distributions  Taxable gain
Taxable gain

Short-term capital gain               Ordinary income
Ordinary income
distributions
Dividends                             Exempt if from
Exempt if from
                                      interest on tax-
interest on
                                      exempt securities,
California municipal
                                      otherwise ordinary
securities,
                                      income
otherwise ordinary

income
</TABLE>

Any taxable dividends and capital gain distributions are
taxable whether
received in cash or reinvested in fund shares. Long-term
capital gain distribu-
tions are taxable to you as long-term capital gain
regardless of how long you
have owned your shares. You may want to avoid buying shares
when the fund is
about to declare a capital gain distribution or a taxable
dividend, because it
will be taxable to you even though it may actually be a
return of a portion of
your investment. After the end of each year, the fund will
provide you with
information about the distributions and dividends you
received and any redemp-
tions of shares during the previous year. If you do not
provide

Intermediate Maturity California Municipals Fund

20
<PAGE>

the fund with your correct taxpayer identification number
and any required cer-
tifications, you may be subject to back-up withholding of
31% of your distribu-
tions, taxable dividends, and redemption proceeds. Because
each shareholder's
circumstances are different and special tax rules may
apply, you should consult
your tax adviser about your investment in the fund.

 Share price

You may buy, exchange or redeem shares at their net asset
value, adjusted for
any applicable sales charge, next determined after receipt
of your request in
good order. The fund's net asset value is the value of its
assets minus its
liabilities. Net asset value is calculated separately for
each class of shares.
The fund calculates its net asset value every day the New
York Stock Exchange
is open. The Exchange is closed on certain holidays listed
in the SAI. This
calculation is done when regular trading closes on the
Exchange (normally 4:00
p.m., Eastern time).

Generally, the fund's investments are valued by an
independent pricing service.
If market quotations or a valuation from the pricing
service is not readily
available for a security or if a security's value has been
materially affected
by events occurring after the close of the Exchange or
market on which the
security is principally traded, that security may be valued
by another method
that the fund's board believes accurately reflects fair
value. A fund that uses
fair value to price securities may value those securities
higher or lower than
another fund using market quotations to price the same
securities. A security's
valuation may differ depending on the method used for
determining value.

In order to buy, redeem or exchange shares at that day's
price, you must place
your order with your Salomon Smith Barney Financial
Consultant or dealer repre-
sentative before the New York Stock Exchange closes. If the
Exchange closes
early, you must place your order prior to the actual
closing time. Otherwise,
you will receive the next business day's price.

Salomon Smith Barney or members of the selling group must
transmit all orders
to buy, exchange or redeem shares to the fund's agent
before the agent's close
of business.


Smith Barney Mutual Funds


21
<PAGE>

 Financial highlights

The financial highlights tables are intended to help you
understand the perfor-
mance of each class for the past 5 years (or since
inception if less than 5
years). Certain information reflects financial results for
a single share.
Total return represents the rate that a shareholder would
have earned (or lost)
on an investment in a class assuming reinvestment of all
dividends and distri-
butions. The information in the following tables was
audited by KPMG LLP, inde-
pendent accountants, whose report, along with the fund's
financial statements,
is included in the annual report (available upon request).


 For a Class A share of beneficial interest outstanding
throughout each
 year ended November 30:
<TABLE>

<CAPTION>
                                 1999(/1/)     1998
1997     1996     1995
-----------------------------------------------------------
--------------------
 <S>                             <C>        <C>      <C>
<C>      <C>
 Net asset value, beginning of
 year                               $8.85     $8.66
$8.55    $8.53    $7.80
-----------------------------------------------------------
--------------------
 Income (loss) from operations:
 Net investment income(/2/)          0.37      0.39
0.40     0.40     0.40
 Net realized and unrealized
 gain (loss)                        (0.43)     0.19
0.11     0.02     0.73
-----------------------------------------------------------
--------------------
 Total income (loss) from
 operations                         (0.06)     0.58
0.51     0.42     1.13
-----------------------------------------------------------
--------------------
 Less distributions from:
 Net investment income              (0.37)    (0.39)
(0.40)   (0.40)   (0.40)
-----------------------------------------------------------
--------------------
 Total distributions                (0.37)    (0.39)
(0.40)   (0.40)   (0.40)
-----------------------------------------------------------
--------------------
 Net asset value, end of year       $8.42     $8.85
$8.66    $8.55    $8.53
-----------------------------------------------------------
--------------------
 Total return                       (0.70)%    6.78%
6.13%    5.05%   14.84%
-----------------------------------------------------------
--------------------
 Net assets, end of year
 (000)'s                          $29,522   $28,303
$25,630  $24,537  $26,211
-----------------------------------------------------------
--------------------
 Ratios to average net assets:
 Expenses(/2/)                       0.84%     0.75%
0.75%    0.77%    0.75%
 Net investment income               4.27      4.45
4.65     4.69     4.89
-----------------------------------------------------------
--------------------
 Portfolio turnover rate               29%        8%
9%      15%       8%
-----------------------------------------------------------
--------------------
</TABLE>

(/1/) Per share amounts have been calculated using the
monthly average shares
 method.

(/2/)The investment adviser and administrator waived all or
part of their fees
     for each of the five years ended November 30, 1999. In
addition, the
     investment adviser reimbursed the Fund for $75,189 in
expenses for the
     year ended November 30, 1996. If such fees had not
been waived and
     expenses had not been reimbursed, the per share effect
on net investment
     income and expense ratios would have been as follows:


<TABLE>
<CAPTION>
         Per Share Decreases to        Expense Ratios
Without Fee
         Net Investment Income         Waivers and
Reimbursements

          1999  1998  1997  1996  1995  1999  1998  1997
1996  1995
-----------------------------------------------------------
---------

<S>      <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
<C>   <C>
Class A  $0.02 $0.02 $0.03 $0.07 $0.03 1.05% 1.00% 1.12%
1.54% 1.16%
-----------------------------------------------------------
---------
</TABLE>

22

Intermediate Maturity California Municipals Fund
<PAGE>


 For a Class L share of beneficial interest outstanding
throughout each year
 ended November 30:
<TABLE>
<CAPTION>
                                    1999(/1/)  1998(/2/)
1997    1996    1995
-----------------------------------------------------------
---------------------
 <S>                                <C>        <C>
<C>     <C>     <C>
 Net asset value, beginning of
 year                                 $8.84      $8.65
$8.54   $8.52   $7.80
-----------------------------------------------------------
---------------------
 Income (loss) from operations:
 Net investment income(/3/)            0.35       0.37
0.38    0.38    0.38
 Net realized and unrealized gain
 (loss)                               (0.42)      0.19
0.11    0.02    0.72
-----------------------------------------------------------
---------------------
 Total income (loss) from
 operations                           (0.07)      0.56
0.49    0.40    1.10
-----------------------------------------------------------
---------------------
 Less distributions from:
 Net investment income                (0.35)     (0.37)
(0.38)  (0.38)  (0.38)
-----------------------------------------------------------
---------------------
 Total distributions                  (0.35)     (0.37)
(0.38)  (0.38)  (0.38)
-----------------------------------------------------------
---------------------
 Net asset value, end of year         $8.42      $8.84
$8.65   $8.54   $8.52
-----------------------------------------------------------
---------------------
 Total return                         (0.79)%     6.57%
5.92%   4.84%  14.36%
-----------------------------------------------------------
---------------------
 Net assets, end of year (000)'s     $5,144     $5,260
$3,419  $2,607  $2,254
-----------------------------------------------------------
---------------------
 Ratios to average net assets:
 Expenses(/3/)                         1.01%      0.97%
0.96%   0.98%   0.98%
 Net investment income                 4.09       4.22
4.44    4.48    4.54
-----------------------------------------------------------
---------------------
 Portfolio turnover rate                 29%         8%
9%     15%      8%
-----------------------------------------------------------
---------------------
</TABLE>


(/1/) Per share amounts have been calculated using the
monthly average shares
      method.

(/2/) On June 12, 1998, Class C shares were renamed Class L
shares.

(/3/) The investment adviser and administrator waived all
or part of their fees
      for each of the five years ended November 30, 1999.
In addition, the
      investment advisor reimbursed the Fund for $75,189 in
expenses for the
      year ended November 30, 1996. If such fees had not
been waived and
      expenses had not been reimbursed, the per share
effect on net investment
      income and the expense ratios would have been as
follows:

<TABLE>
<CAPTION>
            Per Share Decreases to      Expense Ratios
Without Fee
             Net Investment Income      Waivers and
Reimbursements
          1999  1998  1997  1996  1995  1999  1998  1997
1996  1995
-----------------------------------------------------------
---------
<S>      <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
<C>   <C>
Class L  $0.02 $0.02 $0.03 $0.07 $0.03 1.22% 1.21% 1.33%
1.75% 1.39%
-----------------------------------------------------------
---------
</TABLE>


Smith Barney Mutual Funds


23
<PAGE>


 For a Class Y share of beneficial interest outstanding
throughout each year
 ended November 30:
<TABLE>
<CAPTION>
                                      1999(/1/)  1998
1997   1996  1995(/2/)
-----------------------------------------------------------
--------------------
 <S>                                  <C>       <C>    <C>
<C>    <C>
 Net asset value, beginning of year     $8.86   $8.66
$8.56  $8.54    $8.39
-----------------------------------------------------------
--------------------
 Income (loss) from operations:
 Net investment income(/2/)              0.39    0.41
0.41   0.41     0.09
 Net realized and unrealized gain
 (loss)                                 (0.42)   0.19
0.11   0.02     0.15
-----------------------------------------------------------
--------------------
 Total income (loss) from operations    (0.03)   0.60
0.52   0.43     0.24
-----------------------------------------------------------
--------------------
 Less distributions from:
 Net investment income                  (0.39)  (0.40)
(0.42) (0.41)   (0.09)
-----------------------------------------------------------
--------------------
 Total distributions                    (0.39)  (0.40)
(0.42) (0.41)   (0.09)
-----------------------------------------------------------
--------------------
 Net asset value, end of year           $8.44   $8.86
$8.66  $8.56    $8.54
-----------------------------------------------------------
--------------------
 Total return                           (0.40)%  7.09%
6.20%  5.22%    2.92%++
-----------------------------------------------------------
--------------------
 Net assets, end of year (000)'s        $ 311   $ 312  $
292  $ 274     $261
-----------------------------------------------------------
--------------------
 Ratios to average net assets:
 Expenses(/2/)                           0.65%   0.57%
0.56%  0.59%    0.58%+
 Net investment income                   4.46    4.62
4.84   4.87     4.74+
-----------------------------------------------------------
--------------------
 Portfolio turnover rate                   29%      8%
9%    15%       8%
-----------------------------------------------------------
--------------------
</TABLE>

(/1/) Per share amounts have been calculated using the
monthly shares method.

(/2/) For the period from September 8, 1995 (inception
date) to November 30,
      1995.

(/3/) The investment adviser and administrator waived all
or part of their fees
      for each of the four years ended November 30, 1999
and the period ended
      November 30, 1995. In addition, the investment
adviser reimbursed the Fund
      for $75,189 in expenses for the year ended November
30, 1996. If such fees
      had not been waived and expenses had not been
reimbursed, the per share
      effect on net investment income and the expense
ratios would have been as
      follows:

<TABLE>
<CAPTION>
            Per Share Decreases to        Expense Ratios
Without Fee
             Net Investment Income        Waivers and
Reimbursements
         1999  1998   1997  1996  1995  1999   1998  1997
1996   1995
<S>      <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>
<C>   <C>
         ----- ----- ----- ----- ----- ------ ------ -----
----- ------
Class Y  $0.02 $0.02 $0.03 $0.07 $0.03 $0.86% $0.82% 0.94%
1.36% 0.99%+
</TABLE>

++Total return is not annualized, as it may not be
representative of the total
  return for the year.

+Annualized.

Intermediate Maturity California Municipals Fund

24
<PAGE>


SalomonSmithBarney
                                                    -------
---------------------
                                                    A
member of citigroup [LOGO]

Intermediate Maturity California Municipals Fund

An investment portfolio of Smith Barney Investment Trust

Shareholder reports Annual and semiannual reports to
shareholders provide addi-
tional information about the fund's investments. These
reports discuss the mar-
ket conditions and investment strategies that affected the
fund's performance.

The fund sends only one report to a household if more than
one account has the
same address. Contact your Salomon Smith Barney Financial
Consultant, dealer
representative or the transfer agent if you do not want
this policy to apply to
you.

Statement of additional information The statement of
additional information
provides more detailed information about the fund and is
incorporated by refer-
ence into (is legally a part of) this prospectus.

You can make inquiries about the fund or obtain shareholder
reports or the
statement of additional information (without charge) by
contacting your Salomon
Smith Barney Financial Consultant or dealer representative,
by calling the fund
at 1-800-451-2010, or by writing to the fund at Smith
Barney Mutual Funds, 388
Greenwich Street, MF2, New York, New York 10013.

Visit Our Web Site. Our web site is located at
www.smithbarney.com

Information about the fund (including the SAI) can be
reviewed and copied at
the Securities and Exchange Commission's (the "Commission")
Public Reference
Room in Washington, D.C. In addition, information on the
operation of the Pub-
lic Reference Room may be obtained by calling the
Commission at 1-202-942-8090.
Reports and other information about the fund are available
on the EDGAR Data-
base on the Commissions's Internet site at
http://www.sec.gov. Copies of this
information may be obtained for a duplicating fee by
electronic request at the
following E-mail address: publicinfo@sec.gov, or by writing
the Commission's
Public Reference Section, Washington, D.C. 20549-0102.

If someone makes a statement about the fund that is not in
this prospectus, you
should not rely upon that information. Neither the fund nor
the distributor is
offering to sell shares of the fund to any person to whom
the fund may not law-
fully sell its shares.

Salomon Smith Barney is a service mark of Salomon Smith
Barney Inc.

(Investment Company Act
file no. 811-06444)

FD0248 3/00




<PAGE>


[SMITH BARNEY MUTUAL FUNDS LOGO]

PROSPECTUS

INTERMEDIATE
MATURITY
NEW YORK
MUNICIPALS FUND


CLASS A, L AND Y SHARES

---------------------------------------

MARCH 29, 2000













The Securities and Exchange Commission has not approved or
disapproved these
securities or determined whether this prospectus is
accurate or complete. Any
statement to the contrary is a crime.

<PAGE>

<PAGE>


                      (This page intentionally left blank)
<PAGE>


INTERMEDIATE MATURITY NEW YORK MUNICIPALS FUND

   CONTENTS


<TABLE>
<S>
<C>

Investments, risks and performance.........................
2

More on the fund's investments.............................
8

Management.................................................
9

Choosing a class of shares to buy..........................
10

Comparing the fund's classes...............................
11

Sales charges..............................................
12

More about deferred sales charges..........................
14

Buying shares..............................................
15

Exchanging shares..........................................
17

Redeeming shares...........................................
19

Other things to know about share transactions..............
21

Dividends, distributions and taxes.........................
23

Share price................................................
25

Financial highlights.......................................
26
</TABLE>


YOU SHOULD KNOW: An investment in the fund is not a bank
deposit and is not
insured or guaranteed by the FDIC or any other government
agency.

                                                 Smith
Barney Mutual Funds    1
<PAGE>

Intermediate Maturity New York Municipals Fund
2


   INVESTMENTS, RISKS AND PERFORMANCE


INVESTMENT OBJECTIVE

The fund seeks to provide New York investors with as high a
level of current
income exempt from federal income taxes and New York state
and New York City
personal income taxes as is consistent with the
preservation of principal.


PRINCIPAL INVESTMENT STRATEGIES


KEY INVESTMENTS  The fund invests primarily in investment
grade municipal
securities. These include securities issued by the State of
New York and certain
other municipal issuers, political subdivisions, agencies
and public authorities
that pay interest which is exempt from federal income and
New York state and New
York City personal income taxes. The fund maintains an
average portfolio
maturity of between three and ten years. The fund can
invest up to 20% of its
assets in unrated securities that the manager determines
are investment grade.

SELECTION PROCESS  The manager selects securities primarily
by identifying
undervalued sectors and individual securities, while also
selecting securities
it believes will benefit from changes in market conditions.
In selecting
individual securities, the manager:

- Uses fundamental credit analysis to estimate the relative
value and
  attractiveness of various securities and sectors and to
exploit opportunities
  in the municipal bond market

- May trade between general obligation and revenue bonds
and among various
  revenue bond sectors, such as housing, hospital and
industrial development,
  based on their apparent relative values

- Considers the yields available for securities with
different maturities and a
  security's maturity in light of the outlook for the
issuer, its sector and
  interest rates

- Identifies individual securities with the most potential
for added value, such
  as those involving unusual situations, new issuers, the
potential for credit
  upgrades, unique structural characteristics or innovative
features

2  Intermediate Maturity New York Municipals Fund

<PAGE>


PRINCIPAL RISKS OF INVESTING IN THE FUND

Investors could lose money on their investment in the fund,
or the fund may not
perform as well as other investments, if:

- Interest rates rise, causing the value of the fund's
portfolio to decline

- The issuer of a security owned by the fund defaults on
its obligation to pay
  principal and/or interest or the security's credit rating
is downgraded

- New York municipal securities fall out of favor with
investors. The fund may
  suffer more than a national fund from adverse events
affecting New York
  municipal issuers

- Unfavorable legislation affects the tax-exempt status of
municipal bonds

- The manager's judgment about the attractiveness, value or
income potential of
  a particular security proves to be incorrect


It is possible that some of the fund's income distributions
may be, and
distributions of the fund's gains generally will be,
subject to federal, New
York State and New York City taxation. The fund may realize
taxable capital
gains on the sale of its securities or on transactions in
derivative contracts.
Some of the fund's income may be subject to the federal
alternative minimum tax.
In addition, distributions of the fund's income and gains
will be taxable to
investors in states other than New York.


The fund is classified as "non-diversified," which means it
may invest a larger
percentage of its assets in one issuer than a diversified
fund. To the extent
the fund concentrates its assets in fewer issuers, the fund
will be more
susceptible to negative events affecting those issuers.

WHO MAY WANT TO INVEST  The fund may be an appropriate
investment if you are a
New York taxpayer:

- In a high federal tax bracket seeking income exempt from
New York and federal
  taxation

- Currently have exposure to other asset classes and are
seeking to broaden your
  investment portfolio

- Are willing to accept the risks of municipal securities,
including the risks
  of concentrating in a single state

                                                Smith
Barney Mutual Funds   3
<PAGE>


RISK RETURN BAR CHART


This bar chart indicates the risks of investing in the fund
by showing changes
in the fund's performance from year to year. Past
performance does not
necessarily indicate how the fund will perform in the
future.


This bar chart shows the performance of the fund's Class A
shares for each of
the past seven years. Class L and Y shares have different
performance because of
different expenses. The performance information in the
chart does not reflect
sales charges, which would reduce your return.


                        TOTAL RETURN FOR CLASS A SHARES

[Risk bar chart]

<TABLE>
<CAPTION>
-----------------------------------------------------------
-  -------------------------------------------
<S>
<C>
1992
9.77
1993
10.56
1994
-3.92
1995
12.93
1996
3.75
1997
8.33
1998
5.63
1999
-2.12
</TABLE>

                        CALENDAR YEARS ENDED DECEMBER 31


QUARTERLY RETURNS


Highest: 4.63% in 1st quarter 1995;  Lowest: (4.82)% in 1st
quarter 1994.

4  Intermediate Maturity New York Municipals Fund

<PAGE>




RISK RETURN TABLE


This table indicates the risks of investing in the fund by
comparing the average
annual total return of each class for the periods shown to
that of the Lehman
Brothers Municipal Bond Index (the "Lehman Index"), an
unmanaged broad-based
index of municipal bonds and the Lipper New York
Intermediate Maturity Municipal
Fund Average (the "Lipper Funds Average"), an average
composed of the fund's
peer group of mutual funds. This table assumes imposition
of the maximum sales
charge applicable to the class, redemption of shares at the
end of the period,
and reinvestment of distributions and dividends.

                          AVERAGE ANNUAL TOTAL RETURNS
                     CALENDAR YEARS ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
     CLASS       1 YEAR    5 YEARS   10 YEARS   SINCE
INCEPTION   INCEPTION DATE
  <S>            <C>       <C>       <C>        <C>
<C>
       A         (4.10)%    5.17%       n/a          5.20%
12/31/91
       L         (4.34)%    5.13%       n/a          5.24%
12/5/94
      Y**            n/a      n/a       n/a            n/a
11/7/94
  Lehman Index   (2.06)%    6.91%       n/a          7.44%
*
  Lipper Funds
    Average      (1.59)%    5.36%       n/a          5.22%
*
</TABLE>


 * Index comparison begins on December 31, 1991.


** There were no Class Y shares outstanding for the
calendar year ended December
   31, 1999.


                                                Smith
Barney Mutual Funds  5

<PAGE>



FEE TABLE


This table sets forth the fees and expenses you will pay if
you invest in fund
shares.
                                SHAREHOLDER FEES


<TABLE>
<CAPTION>
  (FEES PAID DIRECTLY FROM YOUR INVESTMENT)  CLASS A
CLASS L   CLASS Y
  <S>                                        <C>       <C>
<C>
  Maximum sales charge (load) imposed on
  purchases
  (as a % of offering price)                  2.00%
1.00%     None

  Maximum deferred sales charge (load) (as
  a % of the lower of net asset value at
  purchase or redemption)                     None*
1.00%     None
</TABLE>


                         ANNUAL FUND OPERATING EXPENSES


<TABLE>
<CAPTION>
   (EXPENSES DEDUCTED FROM FUND ASSETS)   CLASS A   CLASS L
CLASS Y+
  <S>                                     <C>       <C>
<C>
  Management fees**                        0.50%     0.50%
0.50%

  Distribution and service (12b-1) fees    0.15%     0.35%
None
  Other expenses                           0.23%     0.22%
0.23%
                                          -------   -------
-------

  Total annual fund operating expenses     0.88%     1.07%
0.73%
  Management fee waivers                  (0.15)%   (0.15)%
(0.15)%
                                          -------   -------
-------

  Net annual portfolio operating
    expenses                               0.73%     0.92%
0.58%
                                          =======   =======
=======
</TABLE>


*  You may buy Class A shares in amounts of $500,000 or
more at net asset value
   (without an initial sales charge) but if you redeem
those shares within 12
   months of their purchase, you will pay a deferred sales
charge of 1.00%.


** Management has agreed to waive a portion of its
management fees. As a result
   of the management fee waivers currently in effect, the
actual management fees
   were 0.35%. The manager may change or eliminate these
fee waivers at any
   time.



+  For Class Y shares, "Other expenses" have been estimated
based on expenses
   incurred by Class A Shares because prior to November 30,
1999 no Class Y
   Shares were sold.


6  Intermediate Maturity New York Municipals Fund

<PAGE>


EXAMPLE

This example helps you compare the costs of investing in
the fund with the costs
of investing in other mutual funds. Your actual costs may
be higher or lower.
The example assumes:

- You invest $10,000 in the fund for the period shown

- Your investment has a 5% return each year

- You reinvest all distributions and dividends without a
sales charge

- The fund's operating expenses remain the same

                      NUMBER OF YEARS YOU OWN YOUR SHARES


<TABLE>
<CAPTION>
                                          1 YEAR   3 YEARS
5 YEARS   10 YEARS
  <S>                                     <C>      <C>
<C>       <C>
  Class A (with or without redemption)     $288     $475
$678      $1,263

  Class L (redemption at end of period)    $308     $437
$684      $1,393

  Class L (no redemption)                  $208     $437
$684      $1,393

  Class Y (with or without redemption)     $ 75     $233
$406      $  906
</TABLE>


                                                   Smith
Barney Mutual Funds  7

<PAGE>



   MORE ON THE FUND'S INVESTMENTS

NEW YORK MUNICIPAL SECURITIES  New York municipal
securities include debt
obligations issued by certain non-New York governmental
issuers such as Puerto
Rico, the Virgin Islands and Guam. The interest on New York
municipal securities
is exempt from federal income tax and New York state and
New York City personal
income tax. As a result, the interest rate on these bonds
normally is lower than
it would be if the bonds were subject to taxation.

The New York municipal securities in which the fund invests
include general
obligation bonds, revenue bonds and notes, and municipal
leases. These
securities may pay interest at fixed, variable or floating
rates. The fund may
also hold zero coupon securities which pay no interest
during the life of the
obligation but trade at prices below their stated maturity
value.

The fund normally invests in intermediate-term municipal
securities, which are
securities that have remaining maturities at the time of
purchase of three to
ten years. The fund normally maintains an average portfolio
maturity of between
three and ten years.

DEFENSIVE INVESTING  The fund may depart from its principal
investment
strategies in response to adverse market, economic or
political conditions by
taking temporary defensive positions in all types of money
market and short-term
debt securities. If the fund takes a temporary defensive
position, it may be
unable to achieve its investment goal.

8  Intermediate Maturity New York Municipals Fund
<PAGE>

   MANAGEMENT

MANAGER  The fund's investment adviser and administrator is
SSB
Citi Fund Management LLC (successor to SSBC Fund Management
Inc.), an affiliate
of Salomon Smith Barney Inc. The manager's address is 388
Greenwich Street, New
York, New York 10013. The manager selects the fund's
investments and oversees
its operations. The manager and Salomon Smith Barney are
subsidiaries of
Citigroup Inc. Citigroup businesses produce a broad range
of financial
services -- asset management, banking and consumer finance,
credit and charge
cards, insurance, investments, investment banking and
trading -- and use diverse
channels to make them available to consumer and corporate
customers around the
world.

Joseph P. Deane, investment officer of the manager and a
managing director of
Salomon Smith Barney, has been responsible for the day-to-
day management of the
fund's portfolio since February 2, 1999. Mr. Deane has 30
years of securities
business experience.

MANAGEMENT FEES  For its services, the manager received a
management fee and
administrative fee during the fund's last fiscal year equal
to 0.21% and 0.14%,
respectively, of the fund's average daily net assets.

DISTRIBUTOR  The fund has entered into an agreement with
CFBDS, Inc. to
distribute the fund's shares. A selling group consisting of
Salomon Smith Barney
and other broker dealers sells fund shares to the public.

DISTRIBUTION PLAN  The fund has adopted a Rule 12b-1
distribution plan for its
Class A and L shares. Under the plan, the fund pays
distribution and/or service
fees. These fees are an ongoing expense and, over time, may
cost you more than
other types of sales charges.

TRANSFER AGENT AND SHAREHOLDER SERVICING AGENT  Smith
Barney Private Trust
Company serves as the fund's transfer agent and shareholder
servicing agent (the
"transfer agent"). Pursuant to a sub-transfer agency and
services agreement with
the transfer agent, PFPC Global Fund Services serves as the
fund's sub-transfer
agent (the "sub-transfer agent") to render certain
shareholder record keeping
and accounting services and functions.

                                                    Smith
Barney Mutual Funds  9
<PAGE>



   CHOOSING A CLASS OF SHARES TO BUY

You can choose among three classes of shares: Classes A, L
and Y. Each class has
different sales charges and expenses, allowing you to
choose the class that best
meets your needs. Which class is more beneficial to an
investor depends on the
amount and intended length of the investment.

- If you establish a program of regular investment, you may
wish to consider
  Class A shares; as the investment accumulates, you may
qualify for reduced
  sales charges and the shares are subject to lower ongoing
expenses.

- Class L shares are sold with a lower initial sales charge
than Class A shares,
  which may also help to offset the higher annual expenses
of this class.
  Because the fund's future return cannot be predicted,
however, there can be no
  assurance that this would be the case for either class.

You may buy shares from:

- A Salomon Smith Barney Financial Consultant

- An investment dealer in the selling group or a broker
that clears through
  Salomon Smith Barney -- a dealer representative


- The fund, but only if you are investing through certain
dealer representatives


INVESTMENT MINIMUMS  Minimum initial and additional
investment amounts vary
depending on the class of shares you buy and the nature of
your investment
account.

<TABLE>
<CAPTION>
                                                   INITIAL
ADDITIONAL
                                          CLASSES A, L
CLASS Y     ALL CLASSES
  <S>                                     <C>
<C>           <C>
  General                                  $1,000
$15 million       $50

  Monthly Systematic Investment Plans        $25
n/a       $25

  Quarterly Systematic Investment Plans      $50
n/a       $50

  Uniform Gift to Minor Accounts            $250
$15 million       $50
</TABLE>

10  Intermediate Maturity New York Municipals Fund
<PAGE>



   COMPARING THE FUND'S CLASSES

Your Salomon Smith Barney Financial Consultant or dealer
representative can help
you decide which class meets your goals. They may receive
different compensation
depending upon which class you choose.


<TABLE>
<CAPTION>
                           CLASS A           CLASS L
CLASS Y
<S>                    <C>               <C>
<C>

KEY FEATURES           - Initial sales   - Initial sales
- No initial or
                         charge            charge is
deferred sales
                       - You may           lower than
charge
                         qualify for       Class A
- Minimum
                         reduction or    - Deferred sales
investment of
                         waiver of         charge for 1
at least $15
                         initial sales     year
million
                         charge          - Higher annual
- Lower annual
                       - Lower annual      expenses than
expenses than
                         expenses than     Class A
the other
                         Class L
classes
-----------------------------------------------------------
----------------

INITIAL SALES CHARGE     Up to 2.00%;      1.00%
None
                         reduced for
                         large
                         purchases and
                         waived for
                         certain
                         investors. No
                         charge for
                         purchases of
                         $500,000 or
                         more
-----------------------------------------------------------
----------------

DEFERRED SALES CHARGE    1.00% on          1.00% if you
None
                         purchases of      redeem within
                         $500,000 or       1 year of
                         more if you       purchase
                         redeem within
                         1 year of
                         purchase
-----------------------------------------------------------
----------------

ANNUAL DISTRIBUTION      0.15% of average  0.35% of average
None
AND SERVICE FEES         daily net         daily net
                         assets            assets
-----------------------------------------------------------
----------------

EXCHANGE PRIVILEGE*      Class A shares    Class L shares
Class Y shares
                         of most Smith     of most Smith
of most Smith
                         Barney funds      Barney funds
Barney funds
</TABLE>


-----------------------------------------------------------
-------------------

*Ask your Salomon Smith Barney Financial Consultant or
dealer representative or
visit the web site for the Smith Barney funds available for
exchange.

                                                   Smith
Barney Mutual Funds  11
<PAGE>



   SALES CHARGES

CLASS A SHARES

You buy Class A shares at the offering price, which is the
net asset value plus
a sales charge. You do not pay a sales charge on
investments of $500,000 or
more, or on the fund's distributions or dividends you
reinvest in additional
Class A shares.

<TABLE>
<CAPTION>
                                                 SALES
CHARGE AS A % OF:
                                               OFFERING
NET AMOUNT
             AMOUNT OF PURCHASE                PRICE (%)
INVESTED (%)
<S>                                            <C>
<C>
Less than $500,000                               2.00
2.04
$500,000 or more                                  -0-
-0-
</TABLE>

INVESTMENTS OF $500,000 OR MORE  You do not pay an initial
sales charge when you
buy $500,000 or more of Class A shares. However, if you
redeem these Class A
shares within one year of purchase, you will pay a deferred
sales charge of 1%.

QUALIFYING FOR A REDUCED CLASS A SALES CHARGE  There are
several ways you can
combine multiple purchases of Class A shares of Smith
Barney funds to take
advantage of the breakpoints in the sales charge schedule.

Accumulation privilege -- lets you combine the current
value of Class A shares
owned

- by you, or

- by members of your immediate family,

and for which a sales charge was paid, with the amount of
your next purchase of
Class A shares for purposes of calculating the initial
sales charge. Certain
trustees and fiduciaries may be entitled to combine
accounts in determining
their sales charge.

Letter of intent -- lets you purchase Class A shares of the
fund and other Smith
Barney funds over a 13-month period and pay the same sales
charge, if any, as if
all shares had been purchased at once. You may include
purchases on which you
paid a sales charge within 90 days before you sign the
letter.

12  Intermediate Maturity New York Municipals Fund
<PAGE>



WAIVERS FOR CERTAIN CLASS A INVESTORS  Class A initial
sales charges are waived
for certain types of investors, including:

- Employees of members of the NASD

- Clients of newly employed Salomon Smith Barney Financial
Consultants, if
  certain conditions are met

- Investors who redeemed Class A shares of a Smith Barney
fund in the past 60
  days, if the investor's Salomon Smith Barney Financial
Consultant or dealer
  representative is notified


If you want to learn about additional waivers of Class A
initial sales charges,
contact your Salomon Smith Barney Financial Consultant or
dealer representative
or consult the Statement of Additional Information ("SAI").


CLASS L SHARES

You buy Class L shares at the offering price, which is the
net asset value plus
a sales charge of 1% (1.01% of the net amount invested). In
addition, if you
redeem your Class L shares within one year of purchase, you
will pay a deferred
sales charge of 1%. If you held Class C shares of the fund
and/or other Smith
Barney Mutual Funds on June 12, 1998, you will not pay an
initial sales charge
on Class L shares you buy before June 22, 2001.

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.

                                                 Smith
Barney Mutual Funds  13
<PAGE>



   MORE ABOUT DEFERRED SALES CHARGES

The deferred sales charge is based on the net asset value
at the time of
purchase or redemption, whichever is less, and therefore
you do not pay a sales
charge on amounts representing appreciation or
depreciation.

In addition, you do not pay a deferred sales charge on:

- Shares exchanged for another Smith Barney fund

- Shares representing reinvested distributions and
dividends

- Shares no longer subject to the deferred sales charge


Each time you place a request to redeem shares, the fund
will first redeem any
shares in your account that are not subject to a deferred
sales charge and then
the shares in your account that have been held the longest.


If you redeemed shares of a Smith Barney fund in the past
60 days and paid a
deferred sales charge, you may buy shares of the fund at
the current net asset
value and be credited with the amount of the deferred sales
charge, if you
notify your Salomon Smith Barney Financial Consultant or
dealer representative.

Salomon Smith Barney receives deferred sales charges as
partial compensation for
its expenses in selling shares, including the payment of
compensation to your
Salomon Smith Barney Financial Consultant or dealer
representative.

DEFERRED SALES CHARGE WAIVERS

The deferred sales charge for each share class will
generally be waived:

- On payments made through certain systematic withdrawal
plans

- For involuntary redemptions of small account balances

- For 12 months following the death or disability of a
shareholder

If you want to learn more about additional waivers of
deferred sales charges,
contact your Salomon Smith Barney Financial Consultant or
dealer representative
or consult the SAI.


14  Intermediate Maturity New York Municipals Fund
<PAGE>

   BUYING SHARES

<TABLE>
<C>                    <S>
           Through a   You should contact your Salomon
Smith Barney
       Salomon Smith   Financial Consultant or dealer
representative
    Barney Financial   to open a brokerage account and make
          Consultant   arrangements to buy shares.
           or dealer
      representative   If you do not provide the following
                       information, your order will be
rejected:

                       - Class of shares being bought
                       - Dollar amount or number of shares
being
                         bought

                       You should pay for your shares
through your
                       brokerage account no later than the
third
                       business day after you place your
order.
                       Salomon Smith Barney or your dealer
                       representative may charge an annual
account
                       maintenance fee.
-----------------------------------------------------------
---------
         Through the   Certain other investors who are
clients of a
 fund's sub-transfer   selling group member are eligible to
buy
               agent   shares directly from the fund.

                       - Write the sub-transfer agent at
the
                         following address:
                            SMITH BARNEY INVESTMENT TRUST
                            INTERMEDIATE MATURITY NEW YORK
                            MUNICIPALS FUND
                            (SPECIFY CLASS OF SHARES)
                            C/O PFPC GLOBAL FUND SERVICES
                            P.O. BOX 9699
                            PROVIDENCE, RHODE ISLAND 02940-
9699

                       - Enclose a check to pay for the
shares. For
                         initial purchases, complete and
send an
                         account application.
                       - For more information, call the
transfer
                         agent at 1-800-451-2010.
-----------------------------------------------------------
---------
</TABLE>

                                                   Smith
Barney Mutual Funds  15
<PAGE>


<TABLE>
<C>                    <S>

           Through a   You may authorize Salomon Smith
Barney, your
          systematic   dealer representative or the sub-
transfer
     investment plan   agent to transfer funds
automatically from a
                       regular bank account, cash held in a
Salomon
                       Smith Barney brokerage account or
Smith
                       Barney money market fund to buy
shares on a
                       regular basis.

                       - Amounts transferred should be at
least: $25
                         monthly or $50 quarterly.
                       - If you do not have sufficient
funds in your
                         account on a transfer date,
Salomon Smith
                         Barney, your dealer representative
or the
                         sub-transfer agent may charge you
a fee.

                       For more information, contact your
Salomon
                       Smith Barney Financial Consultant,
dealer
                       representative or the transfer agent
or
                       consult the SAI.
</TABLE>

16  Intermediate Maturity New York Municipals Fund
<PAGE>


   EXCHANGING SHARES

<TABLE>
<C>                    <S>
 Smith Barney offers   You should contact your Salomon
Smith Barney
       a distinctive   Financial Consultant or dealer
representative
    family of mutual   to exchange into other Smith Barney
mutual
   funds tailored to   funds. Be sure to read the
prospectus of the
       help meet the   Smith Barney mutual fund you are
exchanging
    varying needs of   into. An exchange is a taxable
transaction.
      both large and
     small investors   - You may exchange shares only for
shares of
                         the same class of another Smith
Barney fund.
                         Not all Smith Barney funds offer
all
                         classes.
                       - Not all Smith Barney funds may be
offered
                         in your state of residence.
Contact your
                         Salomon Smith Barney Financial
Consultant,
                         dealer representative or the
transfer
                         agent.
                       - You must meet the minimum
investment amount
                         for each fund (except for
systematic
                         exchanges).
                       - If you hold share certificates,
the
                         sub-transfer agent must receive
the
                         certificates endorsed for transfer
or with
                         signed stock powers (documents
transferring
                         ownership of certificates) before
the
                         exchange is effective.
                       - The fund may suspend or terminate
your
                         exchange privilege if you engage
in an
                         excessive pattern of exchanges.
-----------------------------------------------------------
---------
           Waiver of   Your shares will not be subject to
an initial
    additional sales   sales charge at the time of the
exchange.
             charges
                       Your deferred sales charge (if any)
will
                       continue to be measured from the
date of your
                       original purchase.
-----------------------------------------------------------
---------
</TABLE>

                                                   Smith
Barney Mutual Funds  17
<PAGE>


<TABLE>
<C>                    <S>

        By telephone   If you do not have a brokerage
account, you
                       may be eligible to exchange shares
through
                       the transfer agent. You must
complete an
                       authorization form to authorize
telephone
                       transfers. If eligible, you may make
                       telephone exchanges on any day the
New York
                       Stock Exchange is open. Call the
transfer
                       agent at 1-800-451-2010 between 9:00
a.m. and
                       4:00 p.m. (Eastern time).

                       You can make telephone exchanges
only between
                       accounts that have identical
registrations.
-----------------------------------------------------------
---------
             By mail   If you do not have a Salomon Smith
Barney
                       brokerage account, contact your
dealer
                       representative or write to the sub-
transfer
                       agent at the address on the
following page.
</TABLE>

18  Intermediate Maturity New York Municipals Fund
<PAGE>


   REDEEMING SHARES

<TABLE>
<C>                    <S>
           Generally   Contact your Salomon Smith Barney
Financial
                       Consultant or dealer representative
to redeem
                       shares of the fund.

                       If you hold share certificates, the
                       sub-transfer agent must receive the
                       certificates endorsed for transfer
or with
                       signed stock powers before the
redemption is
                       effective.

                       If the shares are held by a
fiduciary or
                       corporation, other documents may be
required.

                       Your redemption proceeds will be
sent within
                       three business days after your
request is
                       received in good order. However, if
you
                       recently purchased your shares by
check, your
                       redemption proceeds will not be sent
to you
                       until your original check clears
which may
                       take up to 15 days.

                       If you have a Salomon Smith Barney
brokerage
                       account, your redemption proceeds
will be
                       placed in your account and not
reinvested
                       without your specific instruction.
In other
                       cases, unless you direct otherwise,
your
                       redemption proceeds will be paid by
check
                       mailed to your address of record.
-----------------------------------------------------------
---------
             By mail   For accounts held directly at the
fund, send
                       written requests to the sub-transfer
agent at
                       the following address:
                            SMITH BARNEY INVESTMENT TRUST
                            INTERMEDIATE MATURITY NEW YORK
                            MUNICIPALS FUND
                            (SPECIFY CLASS OF SHARES)
                            C/O PFPC GLOBAL FUND SERVICES
                            P.O. BOX 9699
                            PROVIDENCE, RHODE ISLAND 02940-
9699

                       Your written request must provide
the
                       following:

                       - Your account number
                       - The class of shares and the dollar
amount
                         or number of shares to be redeemed
                       - Signatures of each owner exactly
as the
                         account is registered
-----------------------------------------------------------
---------
</TABLE>

                                                   Smith
Barney Mutual Funds  19
<PAGE>


<TABLE>
<C>                    <S>

        By telephone   If you do not have a brokerage
account, you
                       may be eligible to redeem shares in
amounts
                       up to $10,000 per day through the
transfer
                       agent. You must complete an
authorization
                       form to authorize telephone
redemptions. If
                       eligible, you may request
redemptions by
                       telephone on any day the New York
Stock
                       Exchange is open. Call the transfer
agent at
                       1-800-451-2010 between 9:00 a.m. and
4:00
                       p.m. (Eastern time).

                       Your redemption proceeds can be sent
by check
                       to your address of record or by wire
transfer
                       to a bank account designated on your
                       authorization form. You must submit
a new
                       authorization form to change the
bank account
                       designated to receive wire transfers
and you
                       may be asked to provide certain
other
                       documents.
-----------------------------------------------------------
---------
      Automatic cash   You can arrange for the automatic
redemption
    withdrawal plans   of a portion of your shares on a
monthly or
                       quarterly basis. To qualify you must
own
                       shares of the fund with a value of
at least
                       $10,000 and each automatic
redemption must be
                       at least $50. If your shares are
subject to a
                       deferred sales charge, the sales
charge will
                       be waived if your automatic payments
do not
                       exceed 1% per month of the value of
your
                       shares subject to a deferred sales
charge.

                       The following conditions apply:

                       - Your shares must not be
represented by
                         certificates
                       - All dividends and distributions
must be
                         reinvested
-----------------------------------------------------------
---------
                       For more information, contact your
Salomon
                       Smith Barney Financial Consultant or
dealer
                       representative or consult the SAI.
</TABLE>

20  Intermediate Maturity New York Municipals Fund
<PAGE>


   OTHER THINGS TO KNOW ABOUT SHARE TRANSACTIONS

When you buy, exchange or redeem shares, your request must
be in good order.
This means you have provided the following information,
without which your
request will not be processed:

- Name of the fund

- Account number

- Class of shares being bought, exchanged or redeemed

- Dollar amount or number of shares being bought, exchanged
or redeemed

- Signature of each owner exactly as the account is
registered

The transfer agent will try to confirm that any telephone
exchange or redemption
request is genuine by recording calls, asking the caller to
provide a personal
identification number for the account, sending you a
written confirmation or
requiring other confirmation procedures from time to time.

SIGNATURE GUARANTEES  To be in good order, your redemption
request must include
a signature guarantee if you:

- Are redeeming over $10,000 of shares

- Are sending signed share certificates or stock powers to
the sub-transfer
  agent

- Instruct the sub-transfer agent to mail the check to an
address different from
  the one on your account

- Change your account registration

- Want the check paid to someone other than the account
owner(s)

- Are transferring the redemption proceeds to an account
with a different
  registration

You can obtain a signature guarantee from most banks,
dealers, brokers, credit
unions and federal savings and loan institutions, but not
from a notary public.

The fund has the right to:

- Suspend the offering of shares

- Waive or change minimum and additional investment amounts

- Reject any purchase or exchange order

- Change, revoke or suspend the exchange privilege

- Suspend telephone transactions

                                                   Smith
Barney Mutual Funds  21
<PAGE>


- Suspend or postpone redemptions of shares on any day when
trading on the New
  York Stock Exchange is restricted, or as otherwise
permitted by the Securities
  and Exchange Commission

- Pay redemption proceeds by giving you securities. You may
pay transaction
  costs to dispose of the securities.

SMALL ACCOUNT BALANCES  If your account falls below $500
because of a redemption
of fund shares, the fund may ask you to bring your account
up to $500. If your
account is still below $500 after 60 days, the fund may
close your account and
send you the redemption proceeds.

EXCESSIVE EXCHANGE TRANSACTIONS  The manager may determine
that a pattern of
frequent exchanges is detrimental to the fund's performance
and other
shareholders. If so, the fund may limit additional
purchases and/or exchanges by
the shareholder.

SHARE CERTIFICATES  The fund does not issue share
certificates unless a written
request signed by all registered owners is made to the sub-
transfer agent. If
you hold share certificates it will take longer to exchange
or redeem shares.

22  Intermediate Maturity New York Municipals Fund
<PAGE>


   DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS  The fund pays dividends each month from its net
investment income.
The fund generally makes capital gain distributions, if
any, once a year,
typically in December. The fund may pay additional
distributions and dividends
at other times if necessary for the fund to avoid a federal
tax. Capital gain
distributions and dividends are reinvested in additional
fund shares of the same
class you hold. The fund expects distributions to be
primarily from income. You
do not pay a sales charge on reinvested distributions or
dividends.
Alternatively, you can instruct your Salomon Smith Barney
Financial Consultant,
dealer representative or the transfer agent to have your
distributions and/or
dividends paid in cash. You can change your choice at any
time to be effective
as of the next distribution or dividend, except that any
change given to the
transfer agent less than five days before the payment date
will not be effective
until the next distribution or dividend is paid.

TAXES  The following table describes the tax consequences
of certain fund
transactions.

<TABLE>
<CAPTION>
      TRANSACTION            FEDERAL TAX STATUS       NEW
YORK TAX STATUS
<S>                       <C>                       <C>

Redemption or exchange    Usually capital gain or   Usually
capital gain or
  of shares               loss; long-term only if   loss
                          shares owned more than
                          one year

Long-term capital gain    Taxable gain              Taxable
gain
  distributions

Short-term capital gain   Ordinary income
Ordinary income
  distributions

Dividends                 Exempt if from interest   Exempt
if from interest
                          on tax-exempt             on New
York municipal
                          securities, otherwise
securities, otherwise
                          ordinary income
ordinary income
</TABLE>

                                                   Smith
Barney Mutual Funds  23
<PAGE>


Any taxable dividends and capital gain distributions are
taxable whether
received in cash or reinvested in fund shares. Long-term
capital gain
distributions are taxable to you as long-term capital gain
regardless of how
long you have owned your shares. You may want to avoid
buying shares when the
fund is about to declare a long-term capital gain
distribution or a dividend,
because it will be taxable to you even though it may
actually be a return of a
portion of your investment.

After the end of each year, the fund will provide you with
information about the
distributions and dividends you received and any
redemptions of shares during
the previous year. If you do not provide the fund with your
correct taxpayer
identification number and any required certifications, you
may be subject to
back-up withholding of 31% of your distributions, taxable
dividends, and
redemption proceeds. Because each shareholder's
circumstances are different and
special tax rules may apply, you should consult your tax
adviser about your
investment in the fund.

24  Intermediate Maturity New York Municipals Fund
<PAGE>


   SHARE PRICE

You may buy, exchange or redeem shares at their net asset
value, adjusted for
any applicable sales charge, next determined after receipt
of your request in
good order. The fund's net asset value is the value of its
assets minus its
liabilities. Net asset value is calculated separately for
each class of shares.
The fund calculates its net asset value every day the New
York Stock Exchange is
open. The Exchange is closed on certain holidays listed in
the SAI. This
calculation is done when regular trading closes on the
Exchange (normally 4:00
p.m., Eastern time).

Generally, the fund's investments are valued by an
independent pricing service.
If market quotations or a valuation from the pricing
service is not readily
available for a security or if a security's value has been
materially affected
by events occurring after the close of the Exchange or
market on which the
security is principally traded, that security may be valued
by another method
that the fund's board believes accurately reflects fair
value. A fund that uses
fair value to price securities may value those securities
higher or lower than
another fund using market quotations to price the same
securities. A security's
valuation may differ depending on the method used for
determining value.

In order to buy, redeem or exchange shares at that day's
price, you must place
your order with your Salomon Smith Barney Financial
Consultant or dealer
representative before the New York Stock Exchange closes.
If the Exchange closes
early, you must place your order prior to the actual
closing time. Otherwise,
you will receive the next business day's price.

Salomon Smith Barney or members of the selling group must
transmit all orders to
buy, exchange or redeem shares to the fund's agent before
the agent's close of
business.

                                                   Smith
Barney Mutual Funds  25
<PAGE>


   FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you
understand the
performance of each class for the past 5 years (or since
inception if less than
5 years). Certain information reflects financial results
for a single share.
Total return represents the rate that a shareholder would
have earned (or lost)
on an investment in a class assuming reinvestment of all
dividends and
distributions. The information in the following tables, was
audited by KPMG LLP,
independent accountants, whose report, along with the
fund's financial
statements, is included in the annual report (available
upon request). No
information is present for Class Y shares because no shares
were outstanding
during these fiscal years.

                   FOR A CLASS A SHARE OF BENEFICIAL
INTEREST
              OUTSTANDING THROUGHOUT EACH YEAR ENDED
NOVEMBER 30:

<TABLE>
<CAPTION>
                                  1999(1)   1998     1997
1996     1995
<S>                               <C>      <C>      <C>
<C>      <C>
-----------------------------------------------------------
------------------
Net asset value, beginning of
  year                              $8.76    $8.57    $8.47
$8.48    $7.80
-----------------------------------------------------------
------------------
Income (loss) from operations:
  Net investment income(2)           0.38     0.40     0.41
0.41     0.41
  Net realized and unrealized
    gain (loss)                     (0.48)    0.19     0.10
(0.01)    0.68
-----------------------------------------------------------
------------------
Total income (loss) from
  operations                        (0.10)    0.59     0.51
0.40     1.09
-----------------------------------------------------------
------------------
Less distributions from:
  Net investment income             (0.38)   (0.40)
(0.41)   (0.41)   (0.41)
-----------------------------------------------------------
------------------
Total distributions                 (0.38)    0.40
(0.41)   (0.41)   (0.41)
-----------------------------------------------------------
------------------
Net asset value, end of year        $8.28    $8.76    $8.57
$8.47    $8.48
-----------------------------------------------------------
------------------
Total return(3)                     (1.18)%   7.01%
6.23%    4.85%   14.31%
-----------------------------------------------------------
------------------
Net assets, end of year (000)'s   $59,896  $54,624  $48,759
$49,355  $52,568
-----------------------------------------------------------
------------------
Ratios to average net assets:
  Expenses(2)                        0.73%    0.70%
0.67%    0.66%    0.65%
  Net investment income              4.47     4.59     4.83
4.86     5.01
-----------------------------------------------------------
------------------
Portfolio turnover rate                23%      53%
52%      67%      --
-----------------------------------------------------------
------------------
</TABLE>

<TABLE>
<C>  <S>
(1)  Per shares amounts have been calculated using the
average
     shares method.
(2)  The investment adviser has waived all or part of its
fees
     for the five years ended November 30, 1999. If such
fees had
     not been waived, the per share effect on net
investment
     income and the expense ratios would have been as
follows:
</TABLE>

<TABLE>
<CAPTION>
                               PER SHARE DECREASE IN NET
EXPENSE RATIOS
                                   INVESTMENT INCOME
WITHOUT FEE WAIVERS
                           1999   1998   1997   1996   1995
1999   1998   1997   1996   1995
    -------------------------------------------------------
------------------------------------
    <S>                    <C>    <C>    <C>    <C>    <C>
<C>    <C>    <C>    <C>    <C>
    Class A                $0.01  $0.02  $0.03  $0.04
$0.03  0.88%  0.89%  0.98%  1.08%  0.97%
    -------------------------------------------------------
------------------------------------
</TABLE>

<TABLE>
<C>  <S>
(3)  Total return does not reflect any applicable sales
load or
     deferred sales charges.
</TABLE>

26  Intermediate Maturity New York Municipals Fund
<PAGE>


                 FOR A CLASS L(2) SHARE OF BENEFICIAL
INTEREST
              OUTSTANDING THROUGHOUT EACH YEAR ENDED
NOVEMBER 30:

<TABLE>
<CAPTION>
                                 1999(1)  1998(2)   1997
1996    1995(3)
<S>                              <C>      <C>      <C>
<C>      <C>
-----------------------------------------------------------
-----------------
Net asset value, beginning of
  year                             $8.76    $8.57    $8.47
$8.48    $7.87
-----------------------------------------------------------
-----------------
Income (loss) from operations:
  Net investment income(4)          0.37     0.38     0.39
0.39     0.38
  Net realized and unrealized
    gain (loss)                    (0.50)    0.19     0.10
(0.01)    0.61
-----------------------------------------------------------
-----------------
Total income (loss) from
  operations                       (0.13)    0.57     0.49
0.38     0.99
-----------------------------------------------------------
-----------------
Less distributions from:
  Net investment income            (0.36)   (0.38)   (0.39)
(0.39)   (0.38)
-----------------------------------------------------------
-----------------
Total distributions                (0.36)   (0.38)   (0.39)
(0.39)   (0.38)
-----------------------------------------------------------
-----------------
Net asset value, end of year       $8.27    $8.76    $8.57
$8.47    $8.48
-----------------------------------------------------------
-----------------
Total return(5)                    (1.49)%   6.79%    6.00%
4.64%   13.01%(++)
-----------------------------------------------------------
-----------------
Net assets, end of year (000)'s   $4.967   $4,247   $2,283
$1,192     $393
-----------------------------------------------------------
-----------------
Ratios to average net assets:
  Expenses(4)                       0.92%    0.89%    0.89%
0.88%    0.86%(+)
  Net investment income             4.28     4.38     4.61
4.64     4.74(+)
-----------------------------------------------------------
-----------------
Portfolio turnover rate               23%      53%      52%
67%      --
-----------------------------------------------------------
-----------------
</TABLE>

<TABLE>
<C>  <S>
(1)  Per share amounts have been calculated using the
average
     shares method.
(2)  On June 12, 1998, Class C shares were renamed Class L
     shares.
(3)  For the period from December 5, 1994 (inception date)
to
     November 30, 1995.
(4)  The investment adviser has waived all or part of its
fees
     for the four years ended November 30, 1999 and the
period
     ended November 30, 1995. If such fees had not been
waived,
     the per share effect on net investment income and
expense
     ratios would have been as follows:
</TABLE>

<TABLE>
<CAPTION>
                              PER SHARE DECREASES TO NET
EXPENSE RATIOS
                                   INVESTMENT INCOME
WITHOUT FEE WAIVERS
                           1999   1998   1997   1996   1995
1999   1998   1997   1996   1995
    -------------------------------------------------------
------------------------------------
    <S>                    <C>    <C>    <C>    <C>    <C>
<C>    <C>    <C>    <C>    <C>
    Class L                $0.01  $0.01  $0.03  $0.02
$0.03  1.07%  1.09%  1.20%  1.30%  1.19%(+)
    -------------------------------------------------------
------------------------------------
</TABLE>

<TABLE>
<C>  <S>
(5)  Total return does not reflect applicable sales load or
     deferred sales charges.
(++) Total return is not annualized, as it may not be
     representative of the total return for the year.
(+)  Annualized.
</TABLE>

                                                   Smith
Barney Mutual Funds  27
<PAGE>

                      [This page intentionally left blank]
<PAGE>


[SALOMON SMITH BARNEY LOGO]

INTERMEDIATE MATURITY
NEW YORK MUNICIPALS FUND

-- AN INVESTMENT PORTFOLIO OF
SMITH BARNEY INVESTMENT TRUST

SHAREHOLDER REPORTS  Annual and semiannual reports to
shareholders provide
additional information about the fund's investments. These
reports discuss the
market conditions and investment strategies that affected
the fund's
performance.

The fund sends only one report to a household if more than
one account has the
same address. Contact your Salomon Smith Barney Financial
Consultant, dealer
representative or the transfer agent if you do not want
this policy to apply to
you.

STATEMENT OF ADDITIONAL INFORMATION The statement of
additional information
provides more detailed information about the fund. It is
incorporated by
reference into (is legally a part of) this prospectus.

You can make inquiries about the fund or obtain shareholder
reports or the
statement of additional information (without charge) by
contacting your Salomon
Smith Barney Financial Consultant or dealer representative,
by calling the fund
at 1-800-451-2010, or by writing to the fund at Smith
Barney Mutual Funds, 388
Greenwich Street, MF2, New York, New York 10013.

Visit our web site.  Our web site is located at
WWW.SMITHBARNEY.COM

Information about the fund (including the SAI) can be
reviewed and copied at the
Securities and Exchange Commission's (the "Commission")
Public Reference Room in
Washington, D.C. In addition, information on the operation
of the Public
Reference Room may be obtained by calling the Commission at
1-202-942-8090.
Reports and other information about the Fund are available
on the EDGAR Database
on the Commission's Internet site at HTTP://WWW.SEC.GOV.
Copies of this
information may be obtained for a duplicating fee by
electronic request at the
following E-mail address: PUBLICINFO@SEC.GOV, or by writing
the Commission's
Public Reference Section, Washington, D.C. 20549-0102.

If someone makes a statement about the fund that is not in
this prospectus, you
should not rely upon that information. Neither the fund nor
the distributor is
offering to sell shares of the fund to any person to whom
the fund may not
lawfully sell its shares.

Salomon Smith Barney is a service mark of Salomon Smith
Barney Inc.

(Investment Company Act
file no. 811-06444)
FD0247 3/00




<PAGE>

        [SB] Smith Barney
        [MF] Mutual Funds





        P R O S P E C T U S



        Large
        Capitalization
        Growth Fund

        Class A, B, L and Y Shares
        --------------------------------------------
        March 29, 2000






        The Securities and Exchange Commission has not
approved the fund's
        shares as an investment or determined whether this
prospectus is
        accurate or complete. Any statement to the contrary
is a crime.






<PAGE>

Large Capitalization Growth Fund

                   Contents

<TABLE>
<S>
<C>
Investments, risks and
performance..........................................   2

More on the fund's
investments..............................................
6

Management.................................................
 .................   7

Choosing a class of shares to
buy...........................................   8

Comparing the fund's
classes................................................   9

Sales
charges....................................................
 ...........  10

More about deferred sales
charges...........................................  13

Buying
shares.....................................................
 ..........  14

Exchanging
shares.....................................................
 ......  15

Redeeming
shares.....................................................
 .......  16

Other things to know
about share
transactions...............................................
 .....  18

Salomon Smith Barney
Retirement
Programs...................................................
 ......  20

Dividends, distributions and
taxes..........................................  21

Share
price......................................................
 ...........  22

Financial
highlights.................................................
 .......  23
</TABLE>
You should know: An investment in the fund is not a bank
deposit and is not
insured or guaranteed by the FDIC or any other government
agency.


Smith Barney Mutual Funds


1
<PAGE>


 Investments, risks and performance

Investment objective
The fund seeks long-term growth of capital.

Principal investment strategies
Key investments The fund invests primarily in equity
securities of companies
with large market capitalizations. Large capitalization
companies are those
with total market capitalizations of $5 billion or more at
the time of invest-
ment. Equity securities include U.S. exchange traded and
over-the-counter com-
mon stocks, debt securities convertible into equity
securities, and warrants
and rights relating to equity securities.

Selection process The manager emphasizes individual
security selection while
diversifying the fund's investments across industries,
which may help to reduce
risk. The manager attempts to identify established large
capitalization compa-
nies with the highest growth potential. The manager then
analyzes each company
in detail, ranking its management, strategy and competitive
market position.
Finally, the manager attempts to identify the best values
available among the
growth companies identified.

In selecting individual companies for investment, the
manager considers:

 .Favorable earnings prospects
 .Technological innovation
 .Industry dominance
 .Competitive products and services
 .Global scope
 .Long term operating history
 .Consistent and sustainable long-term growth in dividends
and earnings per
  share
 .Strong cash flow
 .High return on equity
 .Strong financial condition
 .Experienced and effective management

Large Capitalization Growth Fund

 2
<PAGE>


Principal risks of investing in the fund
Investors could lose money on their investments in the
fund, or the fund may
not perform as well as other investments, if:

 .U.S. stock markets decline, or perform poorly relative to
other types of
  investments
 .An adverse company specific event, such as an unfavorable
earnings report,
  negatively affects the stock price of a company in which
the fund invests
 .Large capitalization stocks fall out of favor with
investors
 .The manager's judgment about the attractiveness, growth
prospects or potential
  appreciation of a particular stock proves to be incorrect

Who may want to invest The fund may be an appropriate
investment if you:

 .Are seeking to participate in the long-term growth
potential of the U.S. stock
  market
 .Are looking for an investment with potentially greater
return but higher risk
  than fixed income investments
 .Are willing to accept the risks of the stock market

Risk return bar chart

The bar chart below shows changes in the fund's performance
from year to year.
Past performance does not necessarily indicate how the fund
will perform in the
future. This bar chart shows the performance of the fund's
Class A shares for
each of the past two years. Class B, L and Y shares have
different performance
because of different expenses. The performance information
in the chart
does not reflect sales charges, which would reduce your
return.

                        Total Return for Class A Shares

                              98              99
                             ----            ----
                            56.00%          30.84%



Smith Barney Mutual Funds


3
<PAGE>

Quarterly returns:

Highest: 38.99% in 4th quarter 1998; Lowest: (12.69)% in
3rd quarter 1998

Risk return table
This table compares the average annual total return of each
class for the peri-
ods shown with that of the S&P 500 Composite Index, a
broad-based unmanaged
market capitalization-weighted measure of 500 widely held
common stocks. This
table assumes the imposition of the maximum sales charge
applicable to the
class, the redemption of shares at the end of the period,
and the reinvestment
of distributions and dividends.

                          Average Annual Total Returns

                  Calendar Years Ended December 31, 1999


<TABLE>
<CAPTION>
Class          1 year  Since Inception Inception Date
<S>            <C>     <C>             <C>
 A             24.28%       35.75%         8/29/97
 B             24.88%       36.92%         8/29/97
 L             27.55%       37.16%         8/29/97
 Y             31.31%       37.94%        10/15/97
 S&P 500 Index 21.03%       25.22%           *
 *Index Comparison begins on August 31, 1997.
</TABLE>

Fee table
This table sets forth the fees and expenses you will pay if
you invest in fund
shares.

                                Shareholder fees
<TABLE>
<CAPTION>
 (fees paid directly from your investment)      Class A
Class B Class L Class Y
 <S>                                            <C>     <C>
<C>     <C>
 Maximum sales charge (load) imposed on
 purchases (as a % of offering price)            5.00%
None   1.00%    None
 Maximum deferred sales charge (load) (as a %
 of the lower of net asset value at purchase
 or redemption)                                  None*
5.00%   1.00%    None
                        Annual fund operating expenses
<CAPTION>
 (expenses deducted from fund assets)           Class A
Class B Class L Class Y
 <S>                                            <C>     <C>
<C>     <C>
 Management fee                                  0.75%
0.75%   0.75%   0.75%
 Distribution and service (12b-1) fees           0.25%
1.00%   1.00%    None
 Other expenses                                  0.15%
0.14%   0.14%   0.03%
                                                 -----   --
---   -----   -----
 Total annual fund operating expenses            1.15%
1.89%   1.89%   0.78%
                                                 =====
=====   =====   =====
</TABLE>
*You may buy Class A shares in amounts of $500,000 or more
at net asset value
(without an initial sales charge) but if you redeem those
shares within 12
months of their purchase, you will pay a deferred sales
charge of 1.00%.


Large Capitalization Growth Fund

 4
<PAGE>

Example
This example helps you compare the costs of investing in
the fund with the
costs of investing in other mutual funds. Your actual costs
may be higher or
lower. The example assumes:

 .You invest $10,000 in the fund for the period shown
 .Your investment has a 5% return each year
 .You reinvest all distributions and dividends without a
sales charge
 .The fund's operating expenses remain the same

                      Number of years you own your shares
<TABLE>
<CAPTION>
                                       1 year 3 years 5
years 10 years
<S>                                    <C>    <C>     <C>
<C>
Class A (with or without redemption)    $611   $847
$1,101   $1,828
Class B (redemption at end of period)   $692   $894
$1,121   $2,019
Class B (no redemption)                 $192   $594
$1,021   $2,019
Class L (redemption at end of period)   $390   $688
$1,111   $2,289
Class L (no redemption)                 $290   $688
$1,111   $2,289
Class Y (with or without redemption)    $ 80   $249   $
433   $  966
</TABLE>


Smith Barney Mutual Funds


5
<PAGE>


 More on the fund's investments

Foreign Investments The fund may invest up to 10% of its
net assets in the
securities of foreign issuers directly or in the form of
depositary receipts
representing an interest in those securities. The fund's
investments in securi-
ties of foreign issuers involve greater risk than
investments in securities of
U.S. issuers. Many foreign countries the fund invests in
have markets that are
less liquid and more volatile than markets in the U.S. In
some foreign coun-
tries, less information is available about foreign issuers
and markets because
of less rigorous accounting and regulatory standards than
in the U.S. Currency
fluctuations could erase investment gains or add to
investment losses. The
risks of investing in foreign securities are greater for
securities of emerging
market issuers because political or economic instability,
lack of market
liquidity, and negative government actions like currency
controls or seizure of
private businesses or property are more likely.

Short-term investments While the fund intends to invest
substantially all of
its assets in equity securities, the fund may maintain up
to 35% of its assets
in money market instruments and/or cash to pay expenses and
meet redemption
requests. Generally, the value of these fixed income
obligations will go down
if interest rates go up, the credit rating of the security
is downgraded or the
issuer defaults on its obligation to pay principal or
interest.

Other investments The fund may invest up to 35% of its
assets in equity securi-
ties of companies with total market capitalizations below
$5 billion (i.e.,
medium or small capitalization companies).

Defensive investing The fund may depart from its principal
investment strate-
gies in response to adverse market, economic or political
conditions by taking
temporary defensive positions in all types of money market
instruments. If the
fund takes a temporary defensive position, it may be unable
to achieve its
investment goal.

Large Capitalization Growth Fund

 6
<PAGE>

 Management

Manager The fund's investment manager is SSB Citi Fund
Management LLC (succes-
sor to SSBC Fund Management Inc.), an affiliate of Salomon
Smith Barney Inc.
The manager's address is 388 Greenwich Street, New York,
New York 10013. The
manager selects the fund's investments and oversees its
operations. The manager
and Salomon Smith Barney are subsidiaries of Citigroup Inc.
Citigroup busi-
nesses produce a broad range of financial services--asset
management, banking
and consumer finance, credit and charge cards, insurance,
investments, invest-
ment banking and trading--and use diverse channels to make
them available to
consumer and corporate customers around the world.

Alan Blake, investment officer of the manager and managing
director of Salomon
Smith Barney, has been responsible for the day-to-day
management of the fund's
portfolio since its inception in 1997. Mr. Blake has more
than 21 years of
securities business experience.

Management fee For its services, the manager received a fee
during the fund's
last fiscal year equal on an annual basis to 0.75% of the
fund's average daily
net assets.

Distributor The fund has entered into an agreement with
CFBDS, Inc. to distrib-
ute the fund's shares. A selling group consisting of
Salomon Smith Barney and
other broker-dealers sells fund shares to the public.

Distribution plan The fund has adopted a Rule 12b-1
distribution plan for its
Class A, B and L shares. Under the plan, the fund pays
distribution and/or
service fees. These fees are an ongoing expense and, over
time, may cost you
more than other types of sales charges.

Transfer agent and shareholder servicing agent Smith Barney
Private Trust Com-
pany serves as the fund's transfer agent and shareholder
servicing agent (the
"transfer agent"). Pursuant to a sub-transfer agency and
services agreement
with the transfer agent, PFPC Global Fund Services serves
as the fund's sub-
transfer agent (the "sub-transfer agent") to render certain
shareholder record
keeping and accounting services and functions.


Smith Barney Mutual Funds


7
<PAGE>

 Choosing a class of shares to buy

You can choose among four classes of shares: Classes A, B,
L and Y. Each class
has different sales charges and expenses, allowing you to
choose the class that
best meets your needs. Which class is more beneficial to an
investor depends on
the amount and intended length of the investment.

 .If you plan to invest regularly or in large amounts,
buying Class A shares may
  help you reduce sales charges and ongoing expenses.
 .For Class B shares, all of your purchase amount and, for
Class L shares, more
  of your purchase amount (compared to Class A shares) will
be immediately
  invested. This may help offset the higher expenses of
Class B and Class L
  shares, but only if the fund performs well.
 .Class L shares have a shorter deferred sales charge period
than Class B
  shares. However, because Class B shares convert to Class
A shares, and
  Class L shares do not, Class B shares may be more
attractive to long-term
  investors.

You may buy shares from:
 .A Salomon Smith Barney Financial Consultant
 .An investment dealer in the selling group or a broker that
clears through Sal-
  omon Smith Barney--a dealer representative
 .The fund, but only if you are investing through certain
qualified plans or
  certain dealer representatives

Investment minimums Minimum initial and additional
investment amounts vary
depending on the class of shares you buy and the nature of
your investment
account.

<TABLE>
<CAPTION>
                                                 Initial
Additional
                                       Classes A, B, L
Class Y   All Classes
<S>                                    <C>             <C>
<C>
General                                    $1,000      $15
million     $50
IRAs, Self Employed Retirement Plans,
Uniform Gift to Minor Accounts              $250       $15
million     $50
Qualified Retirement Plans*                  $25       $15
million     $25
Simple IRAs                                  $1
n/a         $1
Monthly Systematic Investment Plans          $25
n/a         $25
Quarterly Systematic Investment Plans        $50
n/a         $50
</TABLE>

*Qualified Retirement Plans are retirement plans qualified
under Section
403(b)(7) or Section 401(a) of the Internal Revenue Code,
including 401(k)
plans

Large Capitalization Growth Fund

 8
<PAGE>

 Comparing the fund's classes

Your Salomon Smith Barney Financial Consultant or dealer
representative can
help you decide which class meets your goals. They may
receive different com-
pensation depending upon which class you choose.

<TABLE>
<CAPTION>
                           Class A     Class B     Class L
Class Y
<S>                      <C>         <C>         <C>
<C>
Key features             .Initial    .No initial .Initial
 .No initial
                          sales       sales       sales
or
                          charge      charge      charge is
deferred
                          .You may    .Deferred   lower
than  sales
                          qualify     sales       Class A
charge
                          for reduc-  charge      .Deferred
 .Must
                          tion or     declines    sales
invest at
                          waiver of   over time   charge
for  least $15
                          initial     .Converts   only 1
million
                          sales       to Class A  year
 .Lower
                          charge      after 8     .Does not
annual
                          .Lower      years       convert
to  expenses
                          annual      .Higher     Class A
than the
                          expenses    annual      .Higher
other
                          than Class  expenses    annual
classes
                          B and       than Class  expenses
                          Class L     A           than
Class
                                                  A
-----------------------------------------------------------
-------------
Initial sales charge      Up to       None        1.00%
None
                          5.00%;
                          reduced
                          for large
                          purchases
                          and waived
                          for cer-
                          tain
                          investors.
                          No charge
                          for pur-
                          chases of
                          $500,000
                          or more
-----------------------------------------------------------
-------------
Deferred sales charge     1.00% on    Up to 5.00%    1.00%
if    None
                          purchases   charged     you
redeem
                          of          when you    within 1
                          $500,000    redeem      year of
                          or more if  shares.     purchase
                          you redeem  The charge
                          within 1    is reduced
                          year of     over time
                          purchase    and there
                                      is no
                                      deferred
                                      sales
                                      charge
                                      after 6
                                      years
-----------------------------------------------------------
-------------
Annual distribution and   0.25% of    1.00% of    1.00% of
None
service fees              average     average     average
                          daily net   daily net   daily net
                          assets      assets      assets
-----------------------------------------------------------
-------------
Exchange Privilege*       Class A     Class B     Class L
Class Y
                          shares      shares      shares
shares
                          of most     of most     of most
of most
                          Smith       Smith       Smith
Smith
                          Barney      Barney      Barney
Barney
                          funds       funds       funds
funds
-----------------------------------------------------------
-------------
</TABLE>
* Ask your Salomon Smith Barney Financial Consultant or
dealer representative
or visit the web site for the Smith Barney funds available
for exchange.



Smith Barney Mutual Funds


9
<PAGE>


 Sales charges

Class A shares
You buy Class A shares at the offering price, which is the
net asset value plus
a sales charge. You pay a lower sales charge as the size of
your investment
increases to certain levels called breakpoints. You do not
pay a sales charge
on the fund's distributions or dividends you reinvest in
additional Class A
shares.


<TABLE>
<CAPTION>
                                 Sales Charge as a % of
                                 Offering  Net amount
Amount of purchase               price (%) invested (%)
<S>                              <C>       <C>
Less than $25,000                  5.00        5.26
$25,000 but less than $50,000      4.00        4.17
$50,000 but less than $100,000     3.50        3.63
$100,000 but less than $250,000    3.00        3.09
$250,000 but less than $500,000    2.00        2.04
$500,000 or more                   0.00        0.00
</TABLE>

Investments of $500,000 or more You do not pay an initial
sales charge when you
buy $500,000 or more of Class A shares. However, if you
redeem these Class A
shares within one year of purchase, you will pay a deferred
sales charge of 1%.

Qualifying for a reduced Class A sales charge There are
several ways you can
combine multiple purchases of Class A shares of Smith
Barney funds to take
advantage of the breakpoints in the sales charge schedule.

 .Accumulation privilege - lets you combine the current
value of Class A shares
  owned

 .by you, or
 .by members of your immediate family,

 and for which a sales charge was paid, with the amount of
your next purchase
 of Class A shares for purposes of calculating the initial
sales charge. Cer-
 tain trustees and fiduciaries may be entitled to combine
accounts in deter-
 mining their sales charge.

 .Letter of intent - lets you purchase Class A shares of the
fund and other
  Smith Barney funds over a 13-month period and pay the
same sales charge, if
  any, as if all shares had been purchased at once. You may
include purchases
  on which you paid a sales charge made within 90 days
before you sign the let-
  ter.


Large Capitalization Growth Fund

10
<PAGE>

Waivers for certain Class A investors Class A initial sales
charges are waived
for certain types of investors, including:

 .Employees of members of the NASD

 .Clients of newly employed Salomon Smith Barney Financial
Consultants if cer-
  tain conditions are met
 .Investors who redeemed Class A shares of a Smith Barney
fund in the past 60
  days, if the investor's Salomon Smith Barney Financial
Consultant or dealer
  representative is notified

If you want to learn about additional waivers of Class A
initial sales charges,
contact your Salomon Smith Barney Financial Consultant or
dealer representative
or consult the Statement of Additional Information ("SAI").


Class B shares
You buy Class B shares at net asset value without paying an
initial sales
charge. However, if you redeem your Class B shares within
six years of pur-
chase, you will pay a deferred sales charge. The deferred
sales charge
decreases as the number of years since your purchase
increases.


<TABLE>
<CAPTION>
Year after purchase    1st 2nd 3rd 4th 5th 6th through 8th
<S>                    <C> <C> <C> <C> <C> <C>
Deferred sales charge   5%  4%  3%  2%  1%        0%
</TABLE>

Class B conversion After 8 years, Class B shares
automatically convert into
Class A shares. This helps you because Class A shares have
lower annual
expenses. Your Class B shares will convert to Class A
shares as follows:


<TABLE>
<CAPTION>
Shares issued:         Shares issued:       Shares issued:
At initial purchase    On reinvestment of   Upon exchange
from
                       dividends and        another Smith
Barney
                       distributions        fund
<S>                    <C>                  <C>
Eight years after the  In same proportion   On the date the
date of purchase       as the number of     shares
originally
                       Class B shares con-  acquired would
have
                       verting is to total  converted into
Class
                       Class B shares you   A shares
                       own (excluding
                       shares issued as
                       dividends)
</TABLE>

Class L shares
You buy Class L shares at the offering price, which is the
net asset value plus
a sales charge of 1% (1.01% of the net amount invested). In
addition, if you
redeem your Class L shares within one year of purchase, you
will pay a deferred
sales charge of 1%. If you held Class C shares of the fund
and/or other Smith
Barney Mutual Funds on June 12, 1998, you will not pay an
initial sales charge
on Class L shares you buy before June 22, 2001.


Smith Barney Mutual Funds


11
<PAGE>


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 also use a letter of intent
to meet this
requirement by buying Class Y shares over a 13-month
period. To qualify, you
must initially invest $5,000,000.


Large Capitalization Growth Fund

12
<PAGE>

 More about deferred sales charges

The deferred sales charge is based on the net asset value
at the time of pur-
chase or redemption, whichever is less, and therefore you
do not pay a sales
charge on amounts representing appreciation or
depreciation.

In addition, you do not pay a deferred sales charge on:

 .Shares exchanged for shares of another Smith Barney fund
 .Shares representing reinvested distributions and dividends
 .Shares no longer subject to the deferred sales charge

Each time you place a request to redeem shares, the fund
will first redeem any
shares in your account that are not subject to a deferred
sales charge and then
the shares in your account that have been held the longest.


If you redeemed shares of a Smith Barney fund in the past
60 days and paid a
deferred sales charge, you may buy shares of the fund at
the current net asset
value and be credited with the amount of the deferred sales
charge, if you
notify your Salomon Smith Barney Financial Consultant or
dealer representative.

Salomon Smith Barney receives deferred sales charges as
partial compensation
for its expenses in selling shares, including the payment
of compensation to
your Salomon Smith Barney Financial Consultant or dealer
representative.

Deferred sales charge waivers
The deferred sales charge for each share class will
generally be waived:

 .On payments made through certain systematic withdrawal
plans
 .On certain distributions from a retirement plan
 .For involuntary redemptions of small account balances
 .For 12 months following the death or disability of a
shareholder

If you want to learn more about additional waivers of
deferred sales charges,
contact your Salomon Smith Barney Financial Consultant or
dealer representative
or consult the SAI.


Smith Barney Mutual Funds


13
<PAGE>


 Buying shares

     Through a   You should contact your Salomon Smith
Barney Financial Con-
 Salomon Smith   sultant or dealer representative to open a
brokerage account
        Barney   and make arrangements to buy shares.
     Financial
 Consultant or   If you do not provide the following
information, your order
        dealer   will be rejected:
representative

                 .Class of shares being bought
                 .Dollar amount or number of shares being
bought

                 You should pay for your shares through
your brokerage account
                 no later than the third business day after
you place your
                 order. Salomon Smith Barney or your dealer
representative may
                 charge an annual account maintenance fee.
-----------------------------------------------------------
---------------------

   Through the   Qualified retirement plans and certain
other investors who
   fund's sub-   are clients of a selling group member are
eligible to buy
      transfer   shares directly from the fund.
    agent
                 .Write the sub-transfer agent at the
following address:
                      Smith Barney Investment Trust
                      Large Capitalization Growth Fund
                      (Specify class of shares)

                      c/o PFPC Global Fund Services

                      P.O. Box 9699

                      Providence, RI 02940-9699
                 .Enclose a check to pay for the shares.
For initial pur-
                   chases, complete and send an account
application
                 .For more information, call the transfer
agent at 1-800-451-
                   2010
-----------------------------------------------------------
---------------------
     Through a
    systematic   You may authorize Salomon Smith Barney,
your dealer represen-
    investment   tative or the sub-transfer agent to
automatically transfer
          plan   funds from a regular bank account, cash
held in a Salomon
                 Smith Barney brokerage account or Smith
Barney money market
                 fund to buy shares on a regular basis.

                 .Amounts transferred should be at least:
$25 monthly or $50
                   quarterly.

                 .If you do not have sufficient funds in
your account on a
                   transfer date, Salomon Smith Barney,
your dealer represen-
                   tative or the sub--transfer agent may
charge you a fee.

                 For more information, contact your Salomon
Smith Barney
                 Financial Consultant, dealer
representative or the transfer
                 agent or consult the SAI.

Large Capitalization Growth Fund

14
<PAGE>


 Exchanging shares

  Smith Barney   You should contact your Salomon Smith
Barney Financial Con-
      offers a   sultant or dealer representative to
exchange into other Smith
   distinctive   Barney mutual funds. Be sure to read the
prospectus of the
     family of   Smith Barney mutual fund you are
exchanging into. An exchange
         funds   is a taxable transaction.
   tailored to
 help meet the   .You may exchange shares only for shares
of the same class of
 varying needs     another Smith Barney fund. Not all Smith
Barney funds offer
 of both large     all classes.
     and small   .Not all Smith Barney funds may be offered
in your state of
     investors     residence. Contact your Salomon Smith
Barney Financial Con-
                   sultant, dealer representative or the
transfer agent.

                 .You must meet the minimum investment
amount for each fund
                   (except for systematic exchanges)

                 .If you hold share certificates, the sub-
transfer agent must
                   receive the certificates endorsed for
transfer or with
                   signed stock powers (documents
transferring ownership of
                   certificates) before the exchange is
effective.
                 .The fund may suspend or terminate your
exchange privilege if
                   you engage in an excessive pattern of
exchanges
-----------------------------------------------------------
---------------------
     Waiver of   Your shares will not be subject to an
initial sales charge at
    additional   the time of the exchange.
 sales charges
                 Your deferred sales charge (if any) will
continue to be mea-
                 sured from the date of your original
purchase. If the fund
                 you exchange into has a higher deferred
sales charge, you
                 will be subject to that charge. if you
exchange at any time
                 into a fund with a lower charge, the sales
charge will not be
                 reduced.
-----------------------------------------------------------
---------------------
  By telephone
                 If you do not have a brokerage account,
you may be eligible
                 to exchange shares through the transfer
agent. You must com-
                 plete an authorization form to authorize
telephone transfers.
                 If eligible, you may make telephone
exchanges on any day the
                 New York Stock Exchange is open. Call the
transfer agent at
                 1-800-451-2010 between 9:00 a.m. and 4:00
p.m. (Eastern
                 time).
                 You can make telephone exchanges only
between accounts that
                 have identical registrations.
-----------------------------------------------------------
---------------------
       By mail
                 If you do not have a Salomon Smith Barney
brokerage account,
                 contact your dealer representative or
write to the sub-trans-
                 fer agent at the address on the following
page.


Smith Barney Mutual Funds


15
<PAGE>

 Redeeming shares

     Generally   Contact your Salomon Smith Barney
Financial Consultant or
                 dealer representative to redeem shares of
the fund.

                 If you hold share certificates, the sub-
transfer agent must
                 receive the certificates endorsed for
transfer or with signed
                 stock powers before the redemption is
effective.

                 If the shares are held by a fiduciary or
corporation, other
                 documents may be required.

                 Your redemption proceeds will be sent
within three business
                 days after your request is received in
good order. However,
                 if you recently purchased your shares by
check, your redemp-
                 tion proceeds will not be sent to you
until your original
                 check clears, which may take up to 15
days.

                 If you have a Salomon Smith Barney
brokerage account, your
                 redemption proceeds will be placed in your
account and not
                 reinvested without your specific
instruction. In other cases,
                 unless you direct otherwise, your
redemption proceeds will be
                 paid by check mailed to your address of
record.
-----------------------------------------------------------
---------------------
       By mail
                 For accounts held directly at the fund,
send written requests
                 to the sub-transfer agent at the following
address:
                   Smith Barney Investment Trust
                   Large Capitalization Growth Fund
                   (Specify class of shares)

                   c/o PFPC Global Fund Services

                   P.O. Box 9699

                   Providence, RI 02940-9699

                 Your written request must provide the
following:

                 .Your account number
                 .The class of shares and the dollar amount
or number of
                   shares to be redeemed
                 .Signatures of each owner exactly as the
account is
                   registered

Large Capitalization Growth Fund

16
<PAGE>


  By telephone
                 If you do not have a brokerage account,
you may be eligible
                 to redeem shares (except those held in
retirement plans) in
                 amounts up to $10,000 per day through the
transfer agent. You
                 must complete an authorization form to
authorize telephone
                 redemptions. If eligible, you may request
redemptions by tel-
                 ephone on any day the New York Stock
Exchange is open. Call
                 the transfer agent at 1-800-451-2010
between 9:00 a.m. and
                 4:00 p.m. (Eastern time).

                 Your redemption proceeds can be sent by
check to your address
                 of record or by wire transfer to a bank
account designated on
                 your authorization form. You must submit a
new authorization
                 form to change the bank account designated
to receive wire
                 transfers and you may be asked to provide
certain other docu-
                 ments.
-----------------------------------------------------------
---------------------
     Automatic
          cash   You can arrange for the automatic
redemption of a portion of
    withdrawal   your shares on a monthly or quarterly
basis. To qualify you
         plans   must own shares of the fund with a value
of at least $10,000
                 ($5,000 for retirement plan accounts) and
each automatic
                 redemption must be at least $50. If your
shares are subject
                 to a deferred sales charge, the sales
charge will be waived
                 if your automatic payments are equal to or
less than 1% per
                 month of the value of your shares subject
to a deferred sales
                 charge.

                 The following conditions apply:

                 .Your shares must not be represented by
certificates
                 .All dividends and distributions must be
reinvested

                 For more information, contact your Salomon
Smith Barney
                 Financial Consultant or dealer
representative or consult the
                 SAI.


Smith Barney Mutual Funds


17
<PAGE>

 Other things to know about share transactions

When you buy, exchange or redeem shares, your request must
be in good order.
This means you have provided the following information
without which your
request will not be processed:

 .Name of the fund
 .Account number
 .Class of shares being bought, exchanged or redeemed
 .Dollar amount or number of shares being bought, exchanged
or redeemed
 .Signature of each owner exactly as the account is
registered

The transfer agent will try to confirm that any telephone
exchange or redemp-
tion request is genuine by recording calls, asking the
caller to provide a per-
sonal identification number for the account, sending you a
written confirmation
or requiring other confirmation procedures from time to
time.

Signature guarantees To be in good order, your redemption
request must include
a signature guarantee if you:

 .Are redeeming over $10,000 of shares

 .Are sending signed share certificates or stock powers to
the sub-transfer
  agent

 .Instruct the sub-transfer agent to mail the check to an
address different from
  the one on your account
 .Changed your account registration
 .Want the check paid to someone other than the account
owner(s)
 .Are transferring the redemption proceeds to an account
with a different regis-
  tration

You can obtain a signature guarantee from most banks,
dealers, brokers, credit
unions and federal savings and loan institutions, but not
from a notary public.

The fund has the right to:

 .Suspend the offering of shares
 .Waive or change minimum and additional investment amounts
 .Reject any purchase or exchange order
 .Change, revoke or suspend the exchange privilege
 .Suspend telephone transactions

Large Capitalization Growth Funds

18
<PAGE>

 .Suspend or postpone redemptions of shares on any day when
trading on the New
  York Stock Exchange is restricted, or as otherwise
permitted by the Securi-
  ties and Exchange Commission
 .Pay redemption proceeds by giving you securities. You may
pay transaction
  costs to dispose of the securities

Small account balances If your account falls below $500
because of a redemption
of fund shares, the fund may ask you to bring your account
up to $500. If your
account is still below $500 after 60 days, the fund may
close your account and
send you the redemption proceeds.

Excessive exchange transactions The manager may determine
that a pattern of
frequent exchanges is detrimental to the fund's performance
and other share-
holders. If so, the fund may limit additional purchases
and/or exchanges by the
shareholder.

Share certificates The fund does not issue share
certificates unless a written
request signed by all registered owners is made to the sub-
transfer agent. If
you hold share certificates it will take longer to exchange
or redeem shares.


Smith Barney Mutual Funds


19
<PAGE>


 Salomon Smith Barney Retirement Programs

You may be eligible to participate in a retirement program
sponsored by Salomon
Smith Barney or one of its affiliates. The fund offers
Class A and Class L
shares at net asset value to participating plans under the
programs. You can
meet minimum investment and exchange amounts, if any, by
combining the plan's
investments in any of the Smith Barney mutual funds.

There are no sales charges when you buy or sell shares and
the class of shares
you may purchase depends on the amount of your initial
investment and/or the
date your account is opened. Once a class of shares is
chosen, all additional
purchases must be of the same class.

 .For plans opened on or after March 1, 2000 that are not
part of the Paychex
  offering, Class A shares may be purchased regardless of
the amount invested.

 .For plans opened prior to March 1, 2000 and for plans that
are part of the
  Paychex offering, the class of shares you may purchase
depends on the amount
  of your initial investment:

  .Class A shares may be purchased by plans investing at
least $1 million.

  .Class L shares may be purchased by plans investing less
than $1 million.
    Class L shares are eligible to exchange into Class A
shares not later
    than 8 years after the plan joined the program. They
are eligible for
    exchange in the following circumstances:

If the plan was opened on or after June 21, 1996 and a
total of $1 million is
invested in Smith Barney Funds Class L shares (other than
money market funds),
all Class L shares are eligible for exchange after the plan
is in the program 5
years.

If the plan was opened before June 21, 1996 and a total of
$500,000 is invested
in Smith Barney Funds Class L shares (other than money
market funds) on Decem-
ber 31 in any year, all Class L shares are eligible for
exchange on or about
March 31 of the following year.

For more information, call your Salomon Smith Barney
Financial Consultant or
the transfer agent, or consult the SAI.

Large Capitalization Growth Fund

20
<PAGE>

 Dividends, distributions and taxes

Dividends The fund generally pays dividends and makes
capital gain distribu-
tions, if any, once a year, typically in December. The fund
may pay additional
distributions and dividends at other times if necessary for
the fund to avoid a
federal tax. Capital gain distributions and dividends are
reinvested in addi-
tional fund shares of the same class you hold. The fund
expects distributions
to be primarily from capital gains. You do not pay a sales
charge on reinvested
distributions or dividends. Alternatively, you can instruct
your Salomon Smith
Barney Financial Consultant, dealer representative or the
transfer agent to
have your distributions and/or dividends paid in cash. You
can change your
choice at any time to be effective as of the next
distribution or dividend,
except that any change given to the transfer agent less
than five days before
the payment date will not be effective until the next
distribution or dividend
is paid.

Taxes In general, redeeming shares, exchanging shares and
receiving distribu-
tions (whether in cash or additional shares) are all
taxable events.

<TABLE>
<CAPTION>
 Transaction                           Federal tax status
<S>                                    <C>
Redemption or exchange of shares       Usually capital gain
or
                                       loss; long-term only
if
                                       shares owned more
than
                                       one year
Long-term capital gain distributions   Long-term capital
gain
Short-term capital gain distributions  Ordinary income
Dividends                              Ordinary income
</TABLE>

Long-term capital gain distributions are taxable to you as
long-term capital
gain regardless of how long you have owned your shares. You
may want to avoid
buying shares when the fund is about to declare a long-term
capital gain dis-
tribution or a dividend, because it will be taxable to you
even though it may
actually be a return of a portion of your investment.

After the end of each year, the fund will provide you with
information about
the distributions and dividends you received and any
redemptions of shares dur-
ing the previous year. If you do not provide the fund with
your correct tax-
payer identification number and any required
certifications, you may be subject
to back-up withholding of 31% of your distributions,
dividends, and redemption
proceeds. Because each shareholder's circumstances are
different and special
tax rules may apply, you should consult your tax adviser
about your investment
in the fund.


Smith Barney Mutual Fund


21
<PAGE>

 Share price

You may buy, exchange or redeem shares at their net asset
value, plus any
applicable sales charge, next determined after receipt of
your request in good
order. The fund's net asset value is the value of its
assets minus its liabili-
ties. Net asset value is calculated separately for each
class of shares. The
fund calculates its net asset value every day the New York
Stock Exchange is
open. The Exchange is closed on certain holidays listed in
the SAI. This calcu-
lation is done when regular trading closes on the Exchange
(normally 4:00 p.m.,
Eastern time).

The fund generally values its fund securities based on
market prices or quota-
tions. The fund's currency conversions are done when the
London Stock Exchange
closes, which is 12 noon Eastern time. When reliable market
prices or quota-
tions are not readily available, or when the value of a
security has been
materially affected by event occurring after a foreign
exchange closes, the
fund may price those securities at fair
value. Fair value is determined in accordance with
procedures approved by the
fund's board. A fund that uses fair value to price
securities may value those
securities higher or lower than another fund using market
quotations to price
the same securities.

International markets may be open on days when U.S. markets
are closed and the
value of foreign securities owned by the fund could change
on days when you
cannot buy or redeem shares.

In order to buy, redeem or exchange shares at that day's
price, you must place
your order with your Salomon Smith Barney Financial
Consultant or dealer repre-
sentative before the New York Stock Exchange closes. If the
Exchange closes
early, you must place your order prior to the actual
closing time. Otherwise,
you will receive the next business day's price.

Salomon Smith Barney or members of the selling group must
transmit all orders
to buy, exchange or redeem shares to the fund's agent
before the agent's close
of business.

Large Capitalization Growth Fund

22
<PAGE>

 Financial highlights

The financial highlights tables are intended to help you
understand the perfor-
mance of each class since inception. Certain information
reflects financial
results for a single share. Total return represents the
rate that a shareholder
would have earned (or lost) on a fund share assuming
reinvestment of all divi-
dends and distributions. The information in the following
tables was audited by
KPMG LLP, independent accountants, whose report, along with
the fund's finan-
cial statements, are included in the annual report
(available upon request).

 For a Class A share of capital stock outstanding
throughout each year ended
 November 30:
<TABLE>
<CAPTION>
                                     1999(/1/)  1998(/1/)
1997(/2/)
-----------------------------------------------------------
-----------
 <S>                                 <C>        <C>
<C>
 Net asset value, beginning of year  $  17.41     $12.28
$11.88
-----------------------------------------------------------
-----------
 Income (loss) from operations:
 Net investment income (loss)           (0.06)     (0.04)
0.01
 Net realized and unrealized gain        6.92       5.20
0.39
-----------------------------------------------------------
-----------
 Total income from operations            6.86       5.16
0.40
-----------------------------------------------------------
-----------
 Less distributions from:
 Net investment income (loss)              --      (0.02)
--
 Net realized gains (loss)              (0.33)     (0.01)
--
-----------------------------------------------------------
-----------
 Total distributions                    (0.33)     (0.03)
--
-----------------------------------------------------------
-----------
 Net asset value, end of year        $  23.94     $17.41
$12.28
-----------------------------------------------------------
-----------
 Total return                           39.50%     42.12%
3.37%++
-----------------------------------------------------------
-----------
 Net assets, end of year (000)'s     $770,392   $324,664
$111,063
-----------------------------------------------------------
-----------
 Ratios to average net assets:
 Expenses                                1.15%      1.19%
1.15%+
 Net investment income (loss)           (0.27)     (0.38)
0.38+
-----------------------------------------------------------
-----------
 Portfolio turnover rate                    9%        14%
1%
-----------------------------------------------------------
-----------
</TABLE>

(/1/) Per share amounts have been calculated using the
monthly average shares
      method.

(/2/) For the period from August 29, 1997 (inception date)
to November 30, 1997.

++    Total return is not annualized, as it may not be
representative of the
      total return for the year.

+     Annualized.


Smith Barney Mutual Funds


23
<PAGE>

 For a Class B share of capital stock outstanding
throughout each year ended
 November 30:
<TABLE>
<CAPTION>
                                      1999(/1/)  1998(/1/)
1997(/2/)
-----------------------------------------------------------
------------
 <S>                                 <C>         <C>
<C>
 Net asset value, beginning of year      $17.26    $12.26
$11.88
-----------------------------------------------------------
------------
 Income (loss) from operations:
 Net investment loss                      (0.22)    (0.17)
(0.01)
 Net realized and unrealized gain          6.85      5.19
0.39
-----------------------------------------------------------
------------
 Total income from operations              6.63      5.02
0.38
-----------------------------------------------------------
------------
 Less distributions from:
 Net investment income (loss)               --      (0.01)
--
 Net realized gains (loss)                (0.33)    (0.01)
--
-----------------------------------------------------------
------------
 Total distributions                      (0.33)    (0.02)
--
-----------------------------------------------------------
------------
 Net asset value, end of year            $23.56    $17.26
$12.26
-----------------------------------------------------------
------------
 Total return                             38.51%    41.02%
3.20%++
-----------------------------------------------------------
------------
 Net assets, end of year (000)'s     $1,710,004  $636,464
$179,598
-----------------------------------------------------------
------------
 Ratios to average net assets:
 Expenses                                  1.89%     1.95%
1.90%+
 Net investment (loss)                   (1.01)     (1.14)
(0.37)+
-----------------------------------------------------------
------------
 Portfolio turnover rate                      9%       14%
1%
-----------------------------------------------------------
------------
</TABLE>

(/1/) Per share amounts have been calculated using the
monthly average shares
      method.

(/2/) For the period from August 29, 1997 (inception date)
to November 30, 1997.

++    Total return is not annualized, as it may not be
representative of the
      total return for the year.

+     Annualized.

Large Capitalization Growth Fund

24
<PAGE>


 For a Class L(/2/) share of capital stock outstanding
throughout each year
 ended November 30:
<TABLE>
<CAPTION>
                                         1999(/1/)
1998(/1/)(/2/) 1997(/3/)
-----------------------------------------------------------
------------------
 <S>                                 <C>           <C>
<C>
 Net asset value, beginning of year    $17.26
$12.26      $11.88
-----------------------------------------------------------
------------------
 Income (loss) from operations:
 Net investment loss                    (0.22)
(0.17)      (0.01)
 Net realized and unrealized gain        6.85
5.19        0.39
-----------------------------------------------------------
------------------
 Total income from operations            6.63
5.02        0.38
-----------------------------------------------------------
------------------
 Less distributions from:
 Net investment income (loss)              --
(0.01)         --
 Net realized gains (loss)              (0.33)
(0.01)         --
-----------------------------------------------------------
------------------
 Total distributions                    (0.33)
(0.02)         --
-----------------------------------------------------------
------------------
 Net asset value, end of year          $23.56
$17.26      $12.26
-----------------------------------------------------------
------------------
 Total return                           38.51%
41.02%       3.20%++
-----------------------------------------------------------
------------------
 Net assets, end of year (000)'s     $677,792
$187,741     $37,224
-----------------------------------------------------------
------------------
 Ratios to average net assets:
 Expenses                                1.89%
1.96%       1.90%+
 Net investment (loss)                  (1.01)
(1.14)      (0.38)+
-----------------------------------------------------------
------------------
 Portfolio turnover rate                    9%
14%          1%
-----------------------------------------------------------
------------------
</TABLE>

(/1/) Per share amounts have been calculated using the
monthly average shares
 method.

(/2/) On June 12, 1998, Class C shares were renamed Class L
shares.

(/3/) For the period from August 29, 1997 (inception date)
to November 30,
 1997.

++  Total return is not annualized, as it may not be
representative of the
 total return for the year.

+  Annualized.


Smith Barney Mutual Funds


25
<PAGE>

 For a Class Y share of capital stock outstanding
throughout each year ended
 November 30:
<TABLE>
<CAPTION>
                                           1999(/1/)
1998(/1/)   1997(/2/)
-----------------------------------------------------------
-------------------
 <S>                                       <C>        <C>
<C>
 Net asset value, beginning of year          $17.49
$12.29      $12.66
-----------------------------------------------------------
-------------------
 Income (loss) from operations:
 Net investment income (loss)                  0.02
(0.00)*      0.01
 Net realized and unrealized gain (loss)       6.96
5.23       (0.38)
-----------------------------------------------------------
-------------------
 Total income (loss) from operations           6.98
5.23       (0.37)
-----------------------------------------------------------
-------------------
 Less distributions from:
 Net investment income (loss)                    --
(0.02)         --
 Net realized gains (loss)                    (0,33)
(0.01)         --
-----------------------------------------------------------
-------------------
 Total distributions                          (0.33)
(0.03)         --
-----------------------------------------------------------
-------------------
 Net asset value, end of year                 24.14
$17.49      $12.29
-----------------------------------------------------------
-------------------
 Total return                                 40.00%
42.61%      (2.92)%++
-----------------------------------------------------------
-------------------
 Net assets, end of year (000)'s           $186,369
$133,556     $84,758
-----------------------------------------------------------
-------------------
 Ratio to average net assets:
 Expenses                                      0.78%
0.83%       0.82%+
 Net investment income (loss)                  0.09%
(0.02)       0.54+
-----------------------------------------------------------
-------------------
 Portfolio turnover rate                          9%
14%          1%
-----------------------------------------------------------
-------------------
</TABLE>

(1) Per share amounts have been calculated using the
monthly average shares
 method.

(2) For the period from October 15, 1997 (inception date)
to November 30, 1997.

 *  Amount represents less than $0.01 per share.

 ++  Total return is not annualized, as it may not be
representative of the
   total return for the year.

 +  Annualized.

Large Capitalization Growth Fund

26
<PAGE>


Salomon Smith Barney
                                                    -------
---------------------
                                                    A
member of citigroup [LOGO]

Large Capitalization Growth Fund

An investment portfolio of Smith Barney Investment Trust

Shareholder reports Annual and semiannual reports to
shareholders provide addi-
tional information about the fund's investments. These
reports discuss the mar-
ket conditions and investment strategies that affected the
fund's performance.

The fund sends only one report to a household if more than
one account has the
same address. Contact your Salomon Smith Barney Financial
Consultant, dealer
representative or the transfer agent if you do not want
this policy to apply to
you.

Statement of additional information The statement of
additional information
provides more detailed information about the fund and is
incorporated by refer-
ence into (is legally a part of) this prospectus.

You can make inquiries about the fund or obtain shareholder
reports or the
statement of additional information (without charge) by
contacting your Salomon
Smith Barney Financial Consultant or dealer representative,
by calling the fund
at 1-800-451-2010, or by writing to the fund at Smith
Barney Mutual Funds, 388
Greenwich Street, MF2, New York, New York 10013.
Visit our web site. Our web site is located at
www.smithbarney.com

Information about the fund (including the SAI) can be
reviewed and copied at
the Securities and Exchange Commission's (the "Commission")
Public Reference
Room in Washington, D.C. In addition, information on the
operation of the Pub-
lic Reference Room may be obtained by calling the
Commission at 1-202-942-8090.
Reports and other information about the Fund are available
on the EDGAR Data-
base on the Commission's Internet site at
http://www.sec.gov. Copies of this
information may be obtained for a duplicating fee by
electronic request at the
following E-mail address: publicinfo@sec.gov, or by writing
the Commission's
Public Reference Section, Washington, D.C. 20549-0102.
If someone makes a statement about the fund that is not in
this prospectus, you
should not rely upon that information. Neither the fund nor
the distributor is
offering to sell shares of the fund to any person to whom
the fund may not law-
fully sell its shares.

SMSalomon Smith Barney is a service mark of Salomon Smith
Barney Inc.
(Investment Company Act
file no. 811-06444)

FD01306 3/00






        [SB] Smith Barney
        [MF] Mutual Funds





        P R O S P E C T U S



        Large
        Capitalization
        Growth Fund

        Class Z Shares
        --------------------------------------------
        March 29, 2000






        The Securities and Exchange Commission has not
approved the fund's
        shares as an investment or determined whether this
prospectus is
        accurate or complete. Any statement to the contrary
is a crime.










LARGE CAPITALIZATION GROWTH FUND

                   CONTENTS
<TABLE>
<S>
<C>
Investments, risks and
performance..........................................   2

More on the fund's
investments..............................................
6

Management.................................................
 .................   7

Buying, selling and exchanging Class Z
shares...............................   8

Dividends, distributions and
taxes..........................................   9

Share
price......................................................
 ...........  10

Financial
highlights.................................................
 .......  11
</TABLE>

The Class Z shares described in this prospectus are offered
exclusively for
sale to tax-exempt employee benefit and retirement plans of
Salomon Smith Bar-
ney Inc. or any of its affiliates.

YOU SHOULD KNOW: An investment in the fund is not a bank
deposit and is not
insured or guaranteed by the FDIC or any other government
agency.


Smith Barney Mutual Funds


1
<PAGE>


 INVESTMENTS, RISKS AND PERFORMANCE

INVESTMENT OBJECTIVE
The fund seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

KEY INVESTMENTS The fund invests primarily in equity
securities of companies
with large market capitalizations. Large capitalization
companies are those
with total market capitalizations of $5 billion or more at
the time of invest-
ment. Equity securities include U.S. exchange traded and
over-the-counter com-
mon stocks, debt securities convertible into equity
securities, and warrants
and rights relating to equity securities.

SELECTION PROCESS The manager emphasizes individual
security selection while
diversifying the fund's investments across industries,
which may help to reduce
risk. The manager attempts to identify established large
capitalization compa-
nies with the highest growth potential. The manager then
analyzes each company
in detail, ranking its management, strategy and competitive
market position.
Finally, the manager attempts to identify the best values
available among the
growth companies identified.

In selecting individual companies for investment, the
manager considers:

 .Favorable earnings prospects
 .Technological innovation
 .Industry dominance
 .Competitive products and services
 .Global scope
 .Long term operating history
 .Consistent and sustainable long-term growth in dividends
and earnings per
  share
 .Strong cash flow
 .High return on equity
 .Strong financial condition
 .Experienced and effective management

Large Capitalization Growth Fund--Class Z Shares

 2
<PAGE>


PRINCIPAL RISKS OF INVESTING IN THE FUND
Investors could lose money on their investments in the
fund, or the fund may
not perform as well as other investments, if:

 .U.S. stock markets decline, or perform poorly relative to
other types of
  investments
 .An adverse company specific event, such as an unfavorable
earnings report,
  negatively affects the stock price of a company in which
the fund invests
 .Large capitalization stocks fall out of favor with
investors
 .The manager's judgment about the attractiveness, growth
prospects or potential
  appreciation of a particular stock proves to be incorrect

WHO MAY WANT TO INVEST The fund may be an appropriate
investment if you:

 .Are seeking to participate in the long-term growth
potential of the U.S. stock
  market
 .Are looking for an investment with potentially greater
return but higher risk
  than fixed income investments
 .Are willing to accept the risks of the stock market


Smith Barney Mutual Funds


3
<PAGE>


RISK RETURN BAR CHART

The bar chart below shows changes in the fund's performance
from year to year.
Past performance does not necessarily indicate how the fund
will perform in the
future. This bar chart shows the performance of the fund's
Class A shares since inception. Class Z shares have
different performance because of different
expenses.

                      TOTAL RETURN FOR CLASS A SHARES

                                  98      99
                                 ----    ----
                                54.72%  30.84%

                       Calendar years ended December 31


QUARTERLY RETURNS:

Highest: 38.99% in 4th quarter 1998; Lowest: (12.69)% in
3rd quarter 1998.

RISK RETURN TABLE

This table compares the average annual total return of each
class for the peri-
ods shown with that of the S&P 500 Index, a broad-based
unmanaged
market capitalization-weighted measure of 500 widely held
common stocks. This
table assumes the imposition of the maximum sales charge
applicable to the
class, the redemption of shares at the end of the period,
and the reinvestment
of distributions and dividends.

                            AVERAGE ANNUAL TOTAL RETURNS

                  CALENDAR YEARS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
CLASS           1 YEAR SINCE INCEPTION INCEPTION DATE
<S>            <C>            <C>    <C>
 A**              24.28%     35.75%     8/29/97
 S&P 500 Index    21.03%     25.22%       *
</TABLE>

 *  Index comparison begins on August 31, 1997.

**  Because Class Z shares were offered on January 4, 1999,
Class Z shares do
    not yet have a sufficient operating history to generate
the performance
    information.

Large Capitalization Growth Fund--Class Z Shares

 4
<PAGE>


FEE TABLE
This table sets forth the fees and expenses you will pay if
you invest in fund
shares.
<TABLE>

<S>                                   <C>   <C> <C> <C>
            ANNUAL FUND OPERATING EXPENSES
<CAPTION>
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S>                                   <C>   <C> <C> <C>
Management fee                        0.75%
Other expenses                        0.03%
                                      -----
Total annual fund operating expenses  0.78%
                                      =====
</TABLE>

EXAMPLE
This example helps you compare the costs of investing in
the fund with the
costs of investing in other mutual funds. Your actual costs
may be higher or
lower. The example assumes:
 .You invest $10,000 in the fund for the period shown
 .Your investment has a 5% return each year
 .You reinvest all distributions and dividends
 .The fund's operating expenses remain the same

                      NUMBER OF YEARS YOU OWN YOUR SHARES
<TABLE>
<CAPTION>
         1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S>      <C>    <C>     <C>     <C>
Class Z   $80    $249    $433     $966
</TABLE>

                                                  Smith
Barney Mutual Funds


5
<PAGE>

 MORE ON THE FUND'S INVESTMENTS

FOREIGN INVESTMENTS. The fund may invest up to 10% of its
net assets in the
securities of foreign issuers directly or in the form of
depositary receipts
representing an interest in those securities. The fund's
investments in securi-
ties of foreign issuers involve greater risk than
investments in securities of
U.S. issuers. Many foreign countries the fund invests in
have markets that are
less liquid and more volatile than markets in the U.S. In
some foreign coun-
tries, less information is available about foreign issuers
and markets because
of less rigorous accounting and regulatory standards than
in the U.S. Currency
fluctuations could erase investment gains or add to
investment losses. The
risks of investing in foreign securities are greater for
securities of emerging
market issuers because political or economic instability,
lack of market
liquidity, and negative government actions like currency
controls or seizure of
private businesses or property are more likely.

SHORT-TERM INVESTMENTS While the fund intends to invest
substantially all of
its assets in equity securities, the fund may maintain up
to 35% of its assets
in money market instruments and/or cash to pay expenses and
meet redemption
requests. Generally, the value of these fixed income
obligations will go down
if interest rates go up, the credit rating of the security
is downgraded or the
issuer defaults on its obligation to pay principal or
interest.

OTHER INVESTMENTS The fund may invest up to 35% of its
assets in equity securi-
ties of companies with total market capitalizations below
$5 billion (i.e.,
medium or small capitalization companies).

Large Capitalization Growth Fund--Class Z Shares

6
<PAGE>


DEFENSIVE INVESTING The fund may depart from its principal
investment strate-
gies in response to adverse market, economic or political
conditions by taking
temporary defensive positions in all types of money market
instruments. If the
fund takes a temporary defensive position, it may be unable
to achieve its
investment goal.

 MANAGEMENT

MANAGER The fund's investment manager is SSB Citi Fund
Management LLC (succes-
sor to SSBC Fund Management Inc.), an affiliate of Salomon
Smith Barney Inc.
The manager's address is 388 Greenwich Street, New York,
New York 10013. The
manager selects the fund's investments and oversees its
operations. The manager
and Salomon Smith Barney are subsidiaries of Citigroup Inc.
Citigroup busi-
nesses produce a broad range of financial services--asset
management, banking
and consumer finance, credit and charge cards, insurance,
investments, invest-
ment banking and trading--and use diverse channels to make
them available to
consumer and corporate customers around the world.

Alan Blake, investment officer of the manager and managing
director of Salomon
Smith Barney, has been responsible for the day to day
management of the fund's
portfolio since its inception in 1997. Mr. Blake has more
than 21 years of
securities business experience.

MANAGEMENT FEE For its services, the manager received a fee
during the fund's
last fiscal year equal on an annual basis to 0.75% of the
fund's average daily
net assets.

DISTRIBUTOR The fund has entered into an agreement with
CFBDS, Inc. to distrib-
ute the fund's shares.

TRANSFER AGENT AND SHAREHOLDER SERVICING AGENT Smith Barney
Private Trust
Company serves as the fund's transfer agent and shareholder
servicing agent
(the "transfer agent"). Pursuant to a sub-transfer agency
and services
agreement with the transfer agent, PFPC Global Fund
Services serves as the
fund's sub-transfer agent (the "sub-transfer agent") to
render certain
shareholder record keeping and accounting services and
functions.


Smith Barney Mutual Funds


7
<PAGE>

 BUYING, SELLING AND EXCHANGING CLASS Z SHARES

     Through a   You may buy, sell or exchange Class Z
shares only through a
     qualified   "qualified plan." A qualified plan is a
tax-exempt employee
          plan   benefit or retirement plan of Salomon
Smith Barney, Inc. or
                 one of its affiliates.

                 There are no minimum investment
requirements for Class Z
                 shares. However, the fund reserves the
right to change this
                 policy at any time.
-----------------------------------------------------------
---------------------
        Buying   Orders to buy Class Z shares must be made
in accordance with
                 the terms of a qualified plan. If you are
a participant in a
                 qualified plan, you may place an order
with your plan to buy
                 Class Z shares at net asset value, without
any sales charge.
                 Payment is due to Salomon Smith Barney on
settlement date,
                 which is the third business day after your
order is accepted.
                 If you make payment prior to this date,
you may designate a
                 temporary investment (such as a money
market fund of the
                 Smith Barney Mutual Funds) for payment
until settlement date.
                 The fund reserves the right to reject any
order to buy shares
                 and to suspend the offering of shares for
a period of time.
-----------------------------------------------------------
---------------------
       Selling   Qualified plans may redeem their shares on
any day on which
                 the fund calculates its net asset value.
You should consult
                 the terms of your qualified plan for
special redemption pro-
                 visions.
-----------------------------------------------------------
---------------------
    Exchanging   You should consult your qualified plan for
information about
                 available exchange options.

The fund has the right to:

 .Suspend the offering of shares

 .Waive or change minimum and additional investment amounts


 .Reject any purchase or exchange order

 .Change, revoke or suspend the exchange privilege

 .Suspend telephone transactions

Large Capitalization Growth Fund--Class Z Shares

8
<PAGE>

 DIVIDENDS, DISTRIBUTIONS AND TAXES

An investment in the fund will have the following
consequences for a qualified
plan as the owner of shares in the fund. Qualified plan
participants should
consult their plan document or tax advisors about the tax
consequences of par-
ticipating in a qualified plan.

DIVIDENDS The fund generally pays dividends and makes
capital gain distribu-
tions, if any, once a year, typically in December. The fund
may pay additional
distributions and dividends at other times if necessary for
the fund to avoid a
federal tax. Capital gain distributions and dividends are
reinvested in addi-
tional Class Z shares. The fund expects distributions to be
primarily from cap-
ital gains. No sales charge is imposed on reinvested
distributions or
dividends.

TAXES Provided that a qualified plan has not borrowed to
finance its investment
in the fund, it will not be taxable on the receipt of
dividends and distribu-
tions from the fund.

Dividends and interest received by the fund from investing
in foreign securi-
ties may give rise to withholding and other taxes imposed
by foreign countries.
Tax conventions between certain countries and the United
States may reduce or
eliminate such taxes. The fund's foreign tax payments will
reduce the amount of
its dividends and distributions.


Smith Barney Mutual Funds


9
<PAGE>

 SHARE PRICE

Qualified plans may buy, exchange or redeem Class Z shares
of the fund at the
net asset value next determined after receipt of your
request in good order.
The fund's net asset value is the value of its assets minus
its liabilities.
Net asset value is calculated separately for each class of
shares. The fund
calculates its net asset value every day the New York Stock
Exchange is open.
The Exchange is closed on certain holidays listed in the
SAI. This calculation
is done when regular trading closes on the Exchange
(normally 4:00 p.m., East-
ern time).

The fund generally values its fund securities based on
market prices or quota-
tions. The fund's currency conversions are done when the
London Stock Exchange
closes which is 12 noon Eastern time. When reliable market
prices or quotations
are not readily available, or when the value of a security
has been materially
affected by events occurring after a foreign exchange
closes, the fund may price
those securities at fair value.  Fair value is determined
in accordance with
procedures approved by the fund's board. A fund that uses
fair value to price
securities may value those securities higher or lower than
another fund using
market quotations to price the same securities.

International markets may be open on days when U.S. markets
are closed and the
value of foreign securities owned by the fund could change
on days when you can
not buy or redeem shares.

In order to buy, redeem or exchange shares at that day's
price, you must place
your order with your Salomon Smith Barney Financial
Consultant or dealer repre-
sentative before the New York Stock Exchange closes. If the
Exchange closes
early, you must place your order prior to the actual
closing time. Otherwise,
you will receive the next business day's price.

Your qualified plan must transmit all orders to buy,
exchange or redeem shares
to the fund's agent before the agent's close of business.

Large Capitalization Growth Fund--Class Z Shares

10
<PAGE>


 FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you
understand the perfor-
mance of each class since inception. Certain information
reflects financial
results for a single share. Total return represents the
rate that a shareholder
would have earned (or lost) on a fund share assuming
reinvestment of all divi-
dends and distributions. The information in the following
tables was audited by
KPMG LLP, independent accountants, whose report, along with
the fund's finan-
cial statements, are included in the annual report
(available upon request).

 FOR A CLASS Z SHARE OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE YEAR ENDED
 NOVEMBER 30:
<TABLE>
<CAPTION>
                                       1999(/1/)(/2/)
-----------------------------------------------------
 <S>                                   <C>
 Net asset value, beginning of period      $19.48
-----------------------------------------------------
 Income from operations:
 Net investment income                       0.02
 Net realized and unrealized gain            4.85
-----------------------------------------------------
 Total income from operations                4.87
-----------------------------------------------------
 Less distributions from:
 Net investment income                         --
 Net realized gain                          (0.33)
-----------------------------------------------------
 Total distributions                        (0.33)
-----------------------------------------------------
 Net asset value, end of period            $24.02
-----------------------------------------------------
 Total return++                             25.08%
-----------------------------------------------------
 Net assets, end of period (000)'s        $74,486
-----------------------------------------------------
 Ratios to average net assets +:
 Expenses                                    0.78%
 Net investment income                       0.11
-----------------------------------------------------
 Portfolio turnover rate                        9%
-----------------------------------------------------
</TABLE>

(/1/) For the period from January 4, 1999 (inception date)
to November 30, 1999.

(/2/) Per share amounts calculated using the monthly
average shares method.

++Total return is not annualized, as it may not be
representative of the total
  return for the year.

+ Annualized.

                                                  Smith
Barney Mutual Funds


11
<PAGE>


SalomonSmithBarney
                                                    -------
---------------------
                                                    A
member of citigroup [LOGO]


LARGE CAPITALIZATION GROWTH FUND

AN INVESTMENT PORTFOLIO OF SMITH BARNEY INVESTMENT TRUST

SHAREHOLDER REPORTS Annual and semiannual reports to
shareholders provide addi-
tional information about the fund's investments. These
reports discuss the mar-
ket conditions and investment strategies that affected the
fund's performance.

The fund sends only one report to a household if more than
one account has the
same address. Contact your qualified plan or the transfer
agent if you do not
want this policy to apply to you.
STATEMENT OF ADDITIONAL INFORMATION The statement of
additional information
provides more detailed information about the fund and is
incorporated by refer-
ence into (is legally a part of) this prospectus.

You can make inquiries about the fund or obtain shareholder
reports or the
statement of additional information (without charge) by
contacting your quali-
fied plan, by calling the fund at 1-800-451-2010, or by
writing to the fund at
Smith Barney Mutual Funds, 388 Greenwich Street, MF2, New
York, New York 10013.

Visit our web site. Our web site is located at
WWW.SMITHBARNEY.COM

Information about the Fund (including the SAI) can be
reviewed and copied at
the Securities and Exchange Commission's (the "Commission")
Public Reference
Room in Washington, D.C. In addition, information on the
operation of the Pub-
lic Reference Room may be obtained by calling the
Commission at 1-202-942-8090.
Reports and other information about the Fund are available
on the EDGAR Data-
base on the Commission's Internet site at
HTTP://WWW.SEC.GOV. Copies of this
information may be obtained for a duplicating fee by
electronic request at the
following E-mail address: PUBLICINFO@SEC.GOV, or by writing
the Commission's
Public Reference Section, Washington, D.C. 20549-0102.

If someone makes a statement about the fund that is not in
this prospectus, you
should not rely upon that information. Neither the fund nor
the distributor is
offering to sell shares of the fund to any person to whom
the fund may not law-
fully sell its shares.

/SM/Salomon Smith Barney is a service mark of Salomon Smith
Barney Inc.

(Investment Company Act
file no. 811-06444)

FD01306 3/00



<PAGE>

        [SB] Smith Barney
        [MF] Mutual Funds





        P R O S P E C T U S



        Mid Cap
        Blend Fund

        Class A, B, L and Y Shares
        --------------------------------------------
        March 29, 2000






        The Securities and Exchange Commission has not
approved the fund's
        shares as an investment or determined whether this
prospectus is
        accurate or complete. Any statement to the contrary
is a crime.







<PAGE>

Mid Cap Blend Fund

                   Contents

<TABLE>
<S>
<C>
Investments, risks and
performance..........................................   2

More on the fund's
investments..............................................
7

Management.................................................
 .................   9

Choosing a class of shares to
buy...........................................  10

Comparing the fund's
classes................................................  11

Sales
charges....................................................
 ...........  12

More about deferred sales
charges...........................................  14

Buying
shares.....................................................
 ..........  15

Exchanging
shares.....................................................
 ......  17

Redeeming
shares.....................................................
 .......  19

Other things to know
about share
transactions...............................................
 .....  21

Salomon Smith Barney Retirement
Programs....................................  23

Dividends, distributions and
taxes..........................................  24

Share
price......................................................
 ...........  25

Financial
highlights.................................................
 .......  26
</TABLE>
You should know: An investment in the fund is not a bank
deposit and is not
insured or guaranteed by the FDIC or any other government
agency.


Smith Barney Mutual Funds


1
<PAGE>


 Investments, risks and performance

Investment objective
The fund seeks long-term growth of capital.

Principal investment strategies

Key investments The fund invests primarily in equity
securities of medium sized
companies. Medium sized companies are those whose market
capitalization is
within the market capitalization range of companies in the
S&P MidCap Index
(the "Index") at the time of the fund's investment. The
size of the companies
in the Index changes with market conditions and the
composition of the Index.
As of February 29, 2000, the largest market capitalization
of a company in the
Index was $51 billion and the smallest market
capitalization was $0.11 billion.
Equity securities include exchange traded and over-the-
counter common stocks,
preferred stocks, debt securities convertible into equity
securities and war-
rants and rights relating to equity securities. The fund
may also invest up to
25% of its assets in securities of foreign issuers both
directly and through
depositary receipts for those securities.

Selection process The manager focuses on medium
capitalization companies that
exhibit attractive growth characteristics. The manager
selects individual
"growth" stocks for investment in two ways: by identifying
those companies
which exhibit the most favorable growth prospects and by
identifying those com-
panies which have favorable valuations relative to their
growth characteris-
tics. This strategy is commonly known as "growth at a
reasonable price" and
offers investors style diversification within a single
mutual fund. In select-
ing individual companies for investment, the manager
considers:

 .Growth characteristics, including high historic growth
rates and high relative
  growth compared with companies in the same industry or
sector
 .Value characteristics, including low price/earnings ratios
and other statis-
  tics indicating a security is undervalued
 .Increasing profits and sales
 .Competitive advantages that could be more fully exploited
by a company
 .Skilled management committed to long-term growth
 .Potential for a long-term investment by the fund

The manager uses fundamental research to find stocks with
strong growth poten-
tial and also uses quantitative analysis to determine
whether these stocks are
relatively undervalued or overvalued compared to stocks
with similar fundamen-
tal characteristics. The manager's quantitative valuations
determine whether
and when the fund will purchase or sell the stocks it
identifies through funda-
mental research.

Mid Cap Blend Fund

 2
<PAGE>


Principal risks of investing in the fund
Investors could lose money on their investment in the fund,
or the fund may not
perform as well as other investments, if:

 .U.S. stock markets decline, or perform poorly relative to
other types of
  investments
 .An adverse company specific event, such as an unfavorable
earnings report,
  negatively affects the stock price of a company in which
the fund invests
 .Medium capitalization stocks fall out of favor with
investors
 .The manager's judgment about the attractiveness, growth
prospects, value or
  potential appreciation of a particular stock proves to be
incorrect

Because the fund invests primarily in medium capitalization
companies, an
investment in the fund may be more volatile and more
susceptible to loss than
an investment in a fund which invests primarily in large
capitalization compa-
nies. Medium capitalization companies may have more limited
product lines, mar-
kets and financial resources than large capitalization
companies. They may have
shorter operating histories and more erratic businesses,
although they gener-
ally have more established businesses than small
capitalization companies. The
prices of medium capitalization company stocks tend to be
more volatile than
the prices of large capitalization company stocks.

Who may want to invest The fund may be an appropriate
investment if you:

 .Are seeking to participate in the long-term growth
potential of the U.S. stock
  market
 .Are looking for an investment with potentially greater
return but higher risk
  than a fund that invests primarily in large cap companies
 .Are willing to accept the risks of the stock market


Smith Barney Mutual Funds


3
<PAGE>



Risk return bar chart

This bar chart shows the performance of the fund's Class A
common shares for
the calendar year 1999, and, in the future, will show
changes in the fund's
performance from year to year. Past performance does not
necessarily indicate
how the fund will perform in the future. This bar chart
shows the performance
of the fund's Class A shares for the past year. Class B, L
and Y shares have
different performance because of different expenses. The
performance
information in the chart does not reflect sales charges,
which would reduce
your return.

                      Total Return for Class A Shares

                                      99
                                     ----
                                    29.63%

                       Calendar years ended December 31

Quarterly returns:

Highest: 23.91% in 4th quarter 1999; Lowest: (5.48)% in 3rd
quarter 1999

 Mid Cap Blend Fund

 4
<PAGE>


Risk return table

This table compares the average annual total return of each
class for the peri-
ods shown with that of the S&P Mid Cap Index, a broad-based
unmanaged market
capitalization-weighted measure of 400 widely held common
stocks. This table
assumes the imposition of the maximum sales charge
applicable to the class, the
redemption of shares at the end of the period, and the
reinvestment of distri-
butions and dividends.

                       Average Annual Total Returns

                  Calendar Years Ended December 31, 1999

<TABLE>
<CAPTION>
                              Since   Inception
                     1 year Inception   Date
  <S>                <C>    <C>       <C>
  Class A            23.13%  48.96%   09/01/98
  Class B            23.60%  51.00%   09/01/98
  Class L            26.30%  52.41%   09/01/98
  Class Y            30.03%  45.58%   12/03/98
  S&P Mid Cap Index  14.72%  36.15%       *
</TABLE>

*Index Comparison begins on 09/30/98.

Fee table
This table sets forth the fees and expenses you will pay if
you invest in fund
shares.
                                Shareholder fees
<TABLE>
<CAPTION>
(fees paid directly from your
investment)                              Class A Class B
Class L Class Y*
<S>                                      <C>     <C>
<C>     <C>
Maximum sales charge (load) imposed
(as a % of offering price)                5.00%    None
1.00%    None
Maximum deferred sales charge (load) on
redemptions (as a % of
the lower of net asset value at
purchase or redemption)                   None*   5.00%
1.00%    None
</TABLE>
<TABLE>
<S>                                    <C>     <C>     <C>
<C>
                   Annual fund operating expenses
<CAPTION>
(expenses deducted from fund assets)   Class A Class B
Class L Class Y
<S>                                    <C>     <C>     <C>
<C>
Management fee                          0.75%   0.75%
0.75%   0.75%
Distribution and service (12b-1) fees   0.25%   1.00%
1.00%    None
Other expenses                          0.16%   0.15%
0.15%   0.07%
                                        -----   -----   ---
--   -----
Total annual fund operating expenses    1.16%   1.90%
1.90%   0.82%
                                        =====   =====
=====   =====
</TABLE>

*You may buy Class A shares in amounts of $500,000 or more
at net asset value
(without an initial sales charge) but if you redeem those
shares within 12
months of their purchase, you will pay a deferred sales
charge of 1.00%.


Smith Barney Mutual Funds


5
<PAGE>

Example
This example helps you compare the costs of investing in
the fund with the
costs of investing in other mutual funds. Your actual costs
may be higher or
lower. The example assumes:
 .You invest $10,000 in the fund for the period shown
 .Your investment has a 5% return each year
 .You reinvest all distributions and dividends without a
sales charge
 .The fund's operating expenses remain the same

                      Number of years you own your shares
<TABLE>
<CAPTION>
                                                      5
                                       1 year 3 years years
10 years
<S>                                    <C>    <C>     <C>
<C>
Class A (with or without redemption)    $612   $850
$1,106  $1,839
Class B (redemption at end of period)   $693   $897
$1,126  $2,031
Class B (no redemption)                 $193   $597
$1,026  $2,031
Class L (redemption at end of period)   $391   $691
$1,116  $2,300
Class L (no redemption)                 $291   $691
$1,116  $2,300
Class Y (with or without redemption)    $ 84   $262   $
455  $1,014
</TABLE>



Mid Cap Blend Fund

 6
<PAGE>

 More on the fund's investments

Secondary investment practices The fund may invest up to
35% of its assets in
equity securities of companies with market capitalizations
outside the market
capitalization range of companies in the Index (i.e., small
or large capital-
ization companies).

Foreign investments The fund may invest up to 25% of its
assets in foreign
securities directly or in the form of depositary receipts
representing an
interest in those securities. The fund's investments in
securities of foreign
issuers involve greater risk than investments in securities
of U.S. issuers.
Many foreign countries the fund invests in have markets
that are less liquid
and more volatile than markets in the U.S. In some foreign
countries, less
information is available about foreign issuers and markets
because of less rig-
orous accounting and regulatory standards than in the U.S.
Currency fluctua-
tions could erase investment gains or add to investment
losses. The risks of
investing in foreign securities are greater for securities
of emerging market
issuers because political or economic instability, lack of
market liquidity,
and negative government actions like currency controls or
seizure of private
businesses or property are more likely.

Short-term debt securities While the fund intends to be
substantially fully
invested in equity securities, the fund may maintain up to
10% of its assets in
money market instruments and/or cash to pay expenses and
meet redemption
requests. Generally, the value of these fixed income
obligations will go down
if interest rates go up, the credit rating of the security
is downgraded or the
issuer defaults on its obligation to pay principal or
interest.

Derivatives and hedging techniques The fund may, but need
not, use derivative
contracts, such as futures and options on securities,
securities indices or
currencies; options on these futures; forward currency
contracts; and interest
rate or currency swaps for any of the following purposes:

 .To hedge against the economic impact of adverse changes in
the market value of
  its securities, because of changes in stock market
prices, currency exchange
  rates or interest rates.
 .As a substitute for buying or selling securities

A derivative contract will obligate or entitle the fund to
deliver or receive
an asset or cash payment based on the change in value of
one or more securi-
ties, currencies or indices. Even a small investment in
derivative contracts
can have a big impact on the fund's stock market, currency
and interest rate
exposure. Therefore, using derivatives can
disproportionately


Smith Barney Mutual Funds


7
<PAGE>

increase losses and reduce opportunities for gains when
stock prices, currency
rates or interest rates are changing. The fund may not
fully benefit from or
may lose money on derivatives if changes in their value do
not correspond accu-
rately to changes in the value of the fund's holdings.

The other parties to certain derivative contracts present
the same types of
credit risk as issuers of fixed income securities.
Derivatives can also make
the fund less liquid and harder to value, especially in
declining markets.


Defensive investing The fund may depart from its principal
investment strate-
gies in response to adverse market, economic or political
conditions by taking
temporary defensive positions in all types of money market
instruments. If the
fund takes a temporary defensive position, it may be unable
to achieve its
investment goal.

Mid Cap Blend Fund

 8
<PAGE>

 Management

Manager The fund's investment manager is SSB Citi Fund
Management LLC (succes-
sor to SSBC Fund Management Inc.), an affiliate of Salomon
Smith Barney Inc.
The manager's address is 388 Greenwich Street, New York,
New York 10013. The
manager selects the fund's investments and oversees its
operations. The manager
and Salomon Smith Barney are subsidiaries of Citigroup Inc.
Citigroup busi-
nesses produce a broad range of financial services--asset
management, banking
and consumer finance, credit and charge cards, insurance,
investments, invest-
ment banking and trading--and use diverse channels to make
them available to
consumer and corporate customers around the world.

Lawrence Weissman, investment officer of the manager and
managing director of
Salomon Smith Barney, has been responsible for the day-to-
day management of the
fund's portfolio since the fund's inception. Mr. Weissman
has more than 15
years of securities business experience.

Management fee For its services, the manager received a fee
during the fund's
last fiscal year equal on an annual basis to 0.75% of the
fund's average daily
net assets.

Distributor The fund has entered into an agreement with
CFBDS, Inc. to distrib-
ute the fund's shares. A selling group consisting of
Salomon Smith Barney and
other broker dealers sells fund shares to the public.

Distribution plan The fund has adopted a Rule 12b-1
distribution plan for its
Class A, B and L shares. Under the plan, the fund pays
distribution and/or
service fees. These fees are an ongoing expense and, over
time, may cost you
more than other types of sales charges.

Transfer agent and shareholder servicing agent Smith Barney
Private Trust Com-
pany serves as the fund's transfer agent and shareholder
servicing agent (the
"transfer agent"). Pursuant to a sub-transfer agency and
services agreement
with the transfer agent, PFPC Global Fund Services serves
as the fund's sub-
transfer agent (the "sub-transfer agent") to render certain
shareholder record
keeping and accounting services and functions.


Smith Barney Mutual Funds


9
<PAGE>

 Choosing a class of shares to buy

You can choose among four classes of shares: Classes A, B,
L and Y. Each class
has different sales charges and expenses, allowing you to
choose the class that
best meets your needs. Which class is more beneficial to an
investor depends on
the amount and intended length of the investment.

 .If you plan to invest regularly or in large amounts,
buying Class A shares may
  help you reduce sales charges and ongoing expenses.
 .For Class B shares, all of your purchase amount and, for
Class L shares, more
  of your purchase amount (compared to Class A shares) will
be immediately
  invested. This may help offset the higher expenses of
Class B and Class L
  shares, but only if the fund performs well.
 .Class L shares have a shorter deferred sales charge period
than Class B
  shares. However, because Class B shares convert to Class
A shares, and
  Class L shares do not, Class B shares may be more
attractive to long-term
  investors.

You may buy shares from:

 .A Salomon Smith Barney Financial Consultant
 .An investment dealer in the selling group or a broker that
clears through Sal-
  omon Smith Barney--a dealer representative
 .The fund, but only if you are investing through certain
qualified plans or
  certain dealer representatives

Investment minimums Minimum initial and additional
investment amounts vary
depending on the class of shares you buy and the nature of
your investment
account.

<TABLE>
<CAPTION>
                                                 Initial
Additional
                                       Classes A, B, L
Class Y   All Classes
<S>                                    <C>             <C>
<C>
General                                    $1,000      $15
million     $50
IRAs, Self Employed Retirement Plans,
Uniform Gift to Minor Accounts             $  250      $15
million     $50
Qualified Retirement Plans*                $   25      $15
million     $25
Simple IRAs                                $    1
n/a         $ 1
Monthly Systematic Investment Plans        $   25
n/a         $25
Quarterly Systematic Investment Plans      $   50
n/a         $50
</TABLE>

* Qualified Retirement Plans are retirement plans qualified
under Section
  403(b)(7) or Section 401(a) of the Internal Revenue Code,
including 401(k)
  plans

Mid Cap Blend Fund

10
<PAGE>

 Comparing the fund's classes

Your Salomon Smith Barney Financial Consultant or dealer
representative can
help you decide which class meets your goals. They may
receive different com-
pensation depending upon which class you choose.

<TABLE>
<CAPTION>
                           Class A     Class B     Class L
Class Y
<S>                      <C>         <C>         <C>
<C>
Key features             .Initial    .No initial .Initial
 .No initial
                          sales       sales       sales
or
                          charge      charge      charge is
deferred
                          .You may    .Deferred   lower
than  sales
                          qualify     sales       Class A
charge
                          for reduc-  charge      .Deferred
 .Must
                          tion or     declines    sales
invest at
                          waiver of   over time   charge
for  least $15
                          initial     .Converts   only 1
million
                          sales       to Class A  year
 .Lower
                          charge      after 8     .Does not
annual
                          .Lower      years       convert
to  expenses
                          annual      .Higher     Class A
than the
                          expenses    annual      .Higher
other
                          than Class  expenses    annual
classes
                          B and       than Class  expenses
                          Class L     A           than
Class
                                                  A
-----------------------------------------------------------
-------------
Initial sales charge     Up to          None        1.00%
None
                         5.00%;
                         reduced for
                         large pur-
                         chases and
                         waived for
                         certain
                         investors.
                         No charge
                         for pur-
                         chases of
                         $500,000 or
                         more
-----------------------------------------------------------
-------------
Deferred sales charge    1.00% on    Up to 5.00% 1.00% if
None
                         purchases   charged     you redeem
                         of $500,000 when you    within 1
                         or more if  redeem      year of
                         you redeem  shares. The purchase
                         within 1    charge is
                         year of     reduced
                         purchase    over time
                                     and there
                                     is no
                                     deferred
                                     sales
                                     charge
                                     after 6
                                     years
-----------------------------------------------------------
-------------
Annual Distribution and  0.25% of    1.00% of    1.00% of
None
service fees             average     average     average
                         daily net   daily net   daily net
                         assets      assets      assets
-----------------------------------------------------------
-------------
Exchange Privilege*      Class A     Class B     Class L
Class Y
                         shares      shares      shares
shares
                         of most     of most     of most
of most
                         Smith       Smith       Smith
Smith
                         Barney      Barney      Barney
Barney
                         funds       funds       funds
funds
-----------------------------------------------------------
-------------
</TABLE>
* Ask your Salomon Smith Barney Financial Consultant or
dealer representative
or visit the web site for the Smith Barney funds available
for exchange.


Smith Barney Mutual Funds


11
<PAGE>


 Sales charges

Class A shares
You buy Class A shares at the offering price, which is the
net asset value plus
a sales charge. You pay a lower sales charge as the size of
your investment
increases to certain levels called breakpoints. You do not
pay a sales charge
on the fund's distributions or dividends you reinvest in
additional Class A
shares.

<TABLE>
<CAPTION>
                                 Sales charge as a % of
                                 Offering  Net amount
Amount of purchase               Price (%) Invested (%)
<S>                              <C>       <C>
Less than $25,000                  5.00        5.26
$25,000 but less than $50,000      4.00        4.17
$50,000 but less than $100,000     3.50        3.63
$100,000 but less than $250,000    3.00        3.09
$250,000 but less than $500,000    2.00        2.04
$500,000 or more                    -0-         -0-
</TABLE>

Investments of $500,000 or more You do not pay an initial
sales charge when you
buy $500,000 or more of Class A shares. However, if you
redeem these Class A
shares within one year of purchase, you will pay a deferred
sales charge of 1%.

Qualifying for a reduced Class A sales charge There are
several ways you can
combine multiple purchases of Class A shares of Smith
Barney funds to take
advantage of the breakpoints in the sales charge schedule.

 .Accumulation privilege - lets you combine the current
value of Class A shares
  owned

 .by you, or
 .by members of your immediate family,

 and for which a sales charge was paid, with the amount of
your next purchase
 of Class A shares for purposes of calculating the initial
sales charge. Cer-
 tain trustees and fiduciaries may be entitled to combine
accounts in deter-
 mining their sales charge.

 .Letter of intent - lets you purchase Class A shares of the
fund and other
  Smith Barney funds over a 13-month period and pay the
same sales charge, if
  any, as if all shares had been purchased at once. You may

Mid Cap Blend Fund

12
<PAGE>

  include purchases on which you paid a sales charge within
90 days before you
  sign the letter.

Waivers for certain Class A investors Class A initial sales
charges are waived
for certain types of investors, including:

 .Employees of members of the NASD

 .Clients of newly employed Salomon Smith Barney Financial
Consultants if cer-
  tain conditions are met
 .Investors who redeemed Class A shares of a Smith Barney
fund in the past 60
  days, if the investor's Salomon Smith Barney Financial
Consultant or dealer
  representative is notified

If you want to learn about additional waivers of Class A
initial sales charges,
contact your Salomon Smith Barney Financial Consultant or
dealer representative
or consult the Statement of Additional Information ("SAI").


Class B shares
You buy Class B shares at net asset value without paying an
initial sales
charge. However, if you redeem your Class B shares within
six years of pur-
chase, you will pay a deferred sales charge. The deferred
sales charge
decreases as the number of years since your purchase
increases.

<TABLE>
<CAPTION>
Year after purchase    1st 2nd 3rd 4th 5th 6th through 8th
<S>                    <C> <C> <C> <C> <C> <C>
Deferred sales charge   5%  4%  3%  2%  1%        0%
</TABLE>

Class B conversion After 8 years, Class B shares
automatically convert into
Class A shares. This helps you because Class A shares have
lower annual
expenses. Your Class B shares will convert to Class A
shares as follows:

<TABLE>
<CAPTION>

Shares issued:
Shares issued:                          Shares issued:
Upon exchange from
At initial purchase                     On reinvestment of
another Smith
                                        dividends and
Barney
                                        distributions
fund
<S>                                     <C>
<C>
Eight years after the date of purchase  In same proportion
On the date the
                                        as the number of
shares originally
                                        Class B shares
acquired would
                                        converting is to
have converted
                                        total Class B
into Class A
                                        shares you own
shares
                                        (excluding shares
                                        issued as divi-
                                        dends)
</TABLE>


Smith Barney Mutual Funds


13
<PAGE>


Class L shares

You buy Class L shares at the offering price, which is the
net asset value plus
a sales charge of 1% (1.01% of the net amount invested). In
addition, if you
redeem your Class L shares within one year of purchase, you
will pay a deferred
sales charge of 1%. If you held Class C shares of the fund
and/or other Smith
Barney mutual funds on June 12, 1998, you will not pay an
initial sales charge
on Class L shares you buy before June 22, 2001.

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.

 More about deferred sales charges

The deferred sales charge is based on the net asset value
at the time of pur-
chase or redemption, whichever is less, and therefore you
do not pay a sales
charge on amounts representing appreciation or
depreciation.

In addition, you do not pay a deferred sales charge on:

 .Shares exchanged for shares of another Smith Barney fund
 .Shares representing reinvested distributions and dividends
 .Shares no longer subject to the deferred sales charge

Each time you place a request to redeem shares, the fund
will first redeem any
shares in your account that are not subject to a deferred
sales charge and then
the shares in your account that have been held the longest.


If you redeemed shares of a Smith Barney fund in the past
60 days and paid a
deferred sales charge, you may buy shares of the fund at
the current net asset
value and be credited with the amount of the deferred sales
charge, if you
notify your Salomon Smith Barney Financial Consultant or
dealer representative.

Salomon Smith Barney receives deferred sales charges as
partial compensation
for its expenses in selling shares, including the payment
of compensation to
your Salomon Smith Barney Financial Consultant or dealer
representative.


Mid Cap Blend Fund

14
<PAGE>

Deferred sales charge waivers
The deferred sales charge for each share class will
generally be waived:

 .On payments made through certain systematic withdrawal
plans
 .On certain distributions from a retirement plan
 .For involuntary redemptions of small account balances
 .For 12 months following the death or disability of a
shareholder

If you want to learn more about additional waivers of
deferred sales charges,
contact your Salomon Smith Barney Financial Consultant or
dealer representative
or consult the SAI.

 Buying shares

     Through a   You should contact your Salomon Smith
Barney Financial Con-
 Salomon Smith   sultant or dealer representative to open a
brokerage account
        Barney   and make arrangements to buy shares.
     Financial
 Consultant or   If you do not provide the following
information, your order
        dealer   will be rejected:
representative

                 .Class of shares being bought
                 .Dollar amount or number of shares being
bought

                 You should pay for your shares through
your brokerage account
                 no later than the third business day after
you place your
                 order. Salomon Smith Barney or your dealer
representative may
                 charge an annual account maintenance fee.
-----------------------------------------------------------
---------------------

   Through the   Qualified retirement plans and certain
other investors who
        fund's   are clients of a selling group member are
eligible to buy
    consultant   shares directly from the fund.
  sub-transfer
    agent
                 .Write the sub-transfer agent at the
following address:
                      Smith Barney Investment Trust Mid Cap
Blend Fund
                      (Specify class of shares)

                      c/o PFPC Global Fund Services

                      P.O. Box 9699

                      Providence, RI 02940-9699


Smith Barney Mutual Funds


15
<PAGE>

                 .Enclose a check to pay for the shares.
For initial pur-
                   chases, complete and send an account
application
                 .For more information, call the transfer
agent at 1-800-451-
                   2010

     Through a   You may authorize Salomon Smith Barney,
your dealer represen-
    systematic   tative or the sub--transfer agent to
transfer funds automati-
    investment   cally from a regular bank account, cash
held in a Salomon
     plan        Smith Barney brokerage account or Smith
Barney money market
                 fund to buy shares on a regular basis.


                 .Amounts transferred should be at least:
$25 monthly or $50
                   quarterly.

                 .If you do not have sufficient funds in
your account on a
                   transfer date, Salomon Smith Barney,
your dealer represen-
                   tative or the sub-transfer agent may
charge you a fee.

                 For more information, contact your Salomon
Smith Barney
                 Financial Consultant, dealer
representative or the transfer
                 agent or consult the SAI.

Mid Cap Blend Fund

16
<PAGE>


 Exchanging shares

  Smith Barney   You should contact Salomon Smith Barney or
your dealer repre-
      offers a   sentative to exchange into other Smith
Barney mutual funds.
   distinctive   Be sure to read the prospectus of the
Smith Barney mutual
     family of   fund you are exchanging into. An exchange
is a taxable trans-
  mutual funds   action.
   tailored to
 help meet the   .You may exchange shares only for shares
of the same class of
 varying needs     another Smith Barney mutual fund. Not
all Smith Barney
 of both large     funds offer all classes.
     and small   .Not all Smith Barney funds may be offered
in your state of
     investors     residence. Contact Salomon Smith Barney,
your dealer repre-
                   sentative or the transfer agent.

                 .You must meet the minimum investment
amount for each fund
                   (except for systematic exchanges)

                 .If you hold share certificates, the sub-
transfer agent must
                   receive the certificates endorsed for
transfer or with
                   signed stock powers (documents
transferring ownership of
                   certificates) the exchange is effective.

                 .The fund may suspend or terminate your
exchange privilege if
                   you engage in an excessive pattern of
exchanges
-----------------------------------------------------------
---------------------
     Waiver of   Your shares will not be subject to an
initial sales charge at
    additional   the time of the exchange.
 sales charges
                 Your deferred sales charge (if any) will
continue to be mea-
                 sured from the date of your original
purchase. If the fund
                 you exchange into has a higher deferred
sales charge, you
                 will be subject to that charge. If you
exchange at any time
                 into a fund with a lower charge, the sales
charge will not be
                 reduced.
-----------------------------------------------------------
---------------------
  By telephone
                 If you do not have a brokerage account,
you may be eligible
                 to exchange shares through the transfer
agent. You must com-
                 plete an authorization form to authorize
telephone transfers.
                 If eligible, you may make telephone
exchanges on any day the
                 New York Stock Exchange is open. Call the
transfer agent at
                 1-800- 451-2010 between 9:00 a.m. and 4:00
p.m. (Eastern
                 time).



Smith Barney Mutual Funds


17
<PAGE>


                 You can make telephone exchanges only
between accounts that
                 have identical registrations.
-----------------------------------------------------------
---------------------
       By mail
                 If you do not have a Salomon Smith Barney
brokerage account,
                 contact your dealer representative or
write to the sub-trans-
                 fer agent at the address on the following
page.

Mid Cap Blend Fund

18
<PAGE>

 Redeeming shares

     Generally   Contact your Salomon Smith Barney
Financial Consultant or
                 dealer representative to redeem shares of
the fund.

                 If you hold share certificates, the sub-
transfer agent must
                 receive the certificates endorsed for
transfer or with signed
                 stock powers before the redemption is
effective.

                 If the shares are held by a fiduciary or
corporation, other
                 documents may be required.

                 Your redemption proceeds will be sent
within three business
                 days after your request is received in
good order. However,
                 if you recently purchased your shares by
check, your redemp-
                 tion proceeds will not be sent to you
until your original
                 check clears which may take up to 15 days.

                 If you have a Salomon Smith Barney
brokerage account, your
                 redemption proceeds will be placed in your
account and not
                 reinvested without your specific
instruction. In other cases,
                 unless you direct otherwise, your
redemption proceeds will be
                 paid by check mailed to your address of
record.
-----------------------------------------------------------
---------------------
       By mail
                 For accounts held directly at the fund,
send written requests
                 to the sub-transfer agent at the following
address:

                   Smith Barney Investment Trust
                   Mid Cap Blend Fund
                   (Specify class of shares)

                   c/o PFPC Global Fund Services

                   P.O. Box 9699

                   Providence, RI 02940-9699

                 Your written request must provide the
following:

                 .Your account number
                 .The class of shares and the dollar amount
or number of
                   shares to be redeemed
                 .Signatures of each owner exactly as the
account is regis-
                   tered


Smith Barney Mutual Funds


19
<PAGE>

  By telephone
                 If you do not have a brokerage account,
you may be eligible
                 to redeem shares (except those held in
retirement plans) in
                 amounts up to $10,000 per day through the
transfer agent. You
                 must complete an authorization form to
authorize telephone
                 redemptions. If eligible, you may request
redemptions by tel-
                 ephone on any day the New York Stock
Exchange is open. Call
                 the transfer agent at 1-800-451-2010
between 9:00 a.m. and
                 4:00 p.m. (Eastern time).

                 Your redemption proceeds can be sent by
check to your address
                 of record or by wire transfer to a bank
account designated on
                 your authorization form. You must submit a
new authorization
                 form to change the bank account designated
to receive wire
                 transfers and you may be asked to provide
certain other docu-
                 ments.
-----------------------------------------------------------
---------------------
     Automatic
          cash   You can arrange for the automatic
redemption of a portion of
    withdrawal   your shares on a monthly or quarterly
basis. To qualify you
         plans   must own shares of the fund with a value
of at least $10,000
                 ($5,000 for retirement plan accounts) and
each automatic
                 redemption must be at least $50. If your
shares are subject
                 to a deferred sales charge, the sales
charge will be waived
                 if your automatic payments do not exceed
1% per month of the
                 value of your shares subject to a deferred
sales charge.

                 The following conditions apply:

                 .Your shares must not be represented by
certificates
                 .All dividends and distributions must be
reinvested

                 For more information, contact your Salomon
Smith Barney
                 Financial Consultant or dealer
representative or consult the
                 SAI.

Mid Cap Blend Fund

20
<PAGE>

 Other things to know about share transactions

When you buy, exchange or redeem shares, your request must
be in good order.
This means you have provided the following information
without which your
request will not be processed:

 .Name of the fund
 .Account number
 .Class of shares being bought, exchanged or redeemed
 .Dollar amount or number of shares being bought, exchanged
or redeemed
 .Signature of each owner exactly as the account is
registered

The transfer agent will try to confirm that any telephone
exchange or redemp-
tion request is genuine by recording calls, asking the
caller to provide a per-
sonal identification number for the account, sending you a
written confirmation
or requiring other confirmation procedures from time to
time.

Signature guarantees To be in good order, your redemption
request must include
a signature guarantee if you:

 .Are redeeming over $10,000 of shares

 .Are sending signed share certificates or stock powers to
the sub-transfer
  agent

 .Instruct the sub-transfer agent to mail the check to an
address different from
  the one on your account
 .Changed your account registration
 .Want the check paid to someone other than the account
owner(s)
 .Are transferring the redemption proceeds to an account
with a different regis-
  tration

You can obtain a signature guarantee from most banks,
dealers, brokers, credit
unions and federal savings and loan institutions, but not
from a notary public.

The fund has the right to:

 .Suspend the offering of shares
 .Waive or change minimum and additional investment amounts
 .Reject any purchase or exchange order
 .Change, revoke or suspend the exchange privilege
 .Suspend telephone transactions


Smith Barney Mutual Funds


21
<PAGE>

 .Suspend or postpone redemptions of shares on any day when
trading on the New
  York Stock Exchange is restricted, or as otherwise
permitted by the Securi-
  ties and Exchange Commission
 .Pay redemption proceeds by giving you securities. You may
pay transaction
  costs to dispose of the securities.

Small account balances If your account falls below $500
because of a redemption
of fund shares, the fund may ask you to bring your account
up to $500. If your
account is still below $500 after 60 days, the fund may
close your account and
send you the redemption proceeds.

Excessive exchange transactions The manager may determine
that a pattern of
frequent exchanges is detrimental to the fund's performance
and other share-
holders. If so, the fund may limit additional purchases
and/or exchanges by the
shareholder.

Share certificates The fund does not issue share
certificates unless a written
request signed by all registered owners is made to the sub-
transfer agent. If
you hold share certificates it will take longer to exchange
or redeem shares.

Mid Cap Blend Fund

22
<PAGE>


 Salomon Smith Barney Retirement Programs

You may be eligible to participate in a retirement program
sponsored by Salomon
Smith Barney or one of its affiliates. The fund offers
Class A and Class L
shares at net asset value to participating plans under the
programs. You can
meet minimum investment and exchange amounts, if any, by
combining the plan's
investments in any of the Smith Barney mutual funds.

There are no sales charges when you buy or sell shares and
the class of shares
you may purchase depends on the amount of your initial
investment and/or the
date your account is opened. Once a class of shares is
chosen, all additional
purchases must be of the same class.

 .For plans opened on or after March 1, 2000 that are not
part of the Paychex
  offering, Class A shares may be purchased regardless of
the amount invested.

 .For plans opened prior to March 1, 2000 and for plans that
are part of the
  Paychex offering, the class of shares you may purchase
depends on the amount
  of your initial investment:

 .Class A shares may be purchased by plans investing at
least $1 million.

 .Class L shares may be purchased by plans investing less
than $1 million.
   Class L shares are eligible to exchange into Class A
shares not later than
   8 years after the plan joined the program. They are
eligible for exchange
   in the following circumstances:

If the plan was opened on or after June 21, 1996 and a
total of $1 million is
invested in Smith Barney Funds Class L shares (other than
money market funds),
all Class L shares are eligible for exchange after the plan
is in the program 5
years.

If the plan was opened before June 21, 1996 and a total of
$500,000 is invested
in Smith Barney Funds, Class L shares (other than money
market funds) on Decem-
ber 31 in any year, all Class L shares are eligible for
exchange on or about
March 31 of the following year.

For more information, call your Salomon Smith Barney
Financial Consultant or
the transfer agent, or consult the SAI.


Smith Barney Mutual Funds


23
<PAGE>

 Dividends, distributions and taxes

Dividends The fund generally pays dividends and makes
capital gain distribu-
tions, if any, once a year, typically in December. The fund
may pay additional
distributions and dividends at other times if necessary for
the fund to avoid a
federal tax. Capital gain distributions and dividends are
reinvested in addi-
tional fund shares of the same class you hold. The fund
expects distributions
to be primarily from capital gains. You do not pay a sales
charge on reinvested
distributions or dividends. Alternatively, you can instruct
your Salomon Smith
Barney Financial Consultant, dealer representative or the
transfer agent to
have your distributions and/or dividends paid in cash. You
can change your
choice at any time to be effective as of the next
distribution or dividend,
except that any change given to the transfer agent less
than five days before
the payment date will not be effective until the next
distribution or dividend
is paid.

Taxes In general, redeeming shares, exchanging shares and
receiving distribu-
tions (whether in cash or additional shares) are all
taxable events.

<TABLE>
<CAPTION>
 Transaction                           Federal tax status
<S>                                    <C>
Redemption or exchange of shares       Usually capital gain
or
                                       loss; long-term only
if
                                       shares owned more
than
                                       one year
Long-term capital gain distributions   Long-term capital
gain
Short-term capital gain distributions  Ordinary income
Dividends                              Ordinary income
</TABLE>

Long-term capital gain distributions are taxable to you as
long-term capital
gain regardless of how long you have owned your shares. You
may want to avoid
buying shares when the fund is about to declare a long-term
capital gain dis-
tribution or a dividend, because it will be taxable to you
even though it may
actually be a return of a portion of your investment.

After the end of each year, the fund will provide you with
information about
the distributions and dividends you received and any
redemptions of shares dur-
ing the previous year. If you do not provide the fund with
your correct tax-
payer identification number and any required
certifications, you may be subject
to back-up withholding of 31% of your distributions,
dividends, and redemption
proceeds. Because each shareholder's circumstances are
different and special
tax rules may apply, you should consult your tax adviser
about your investment
in the fund.

Mid Cap Blend Fund

24
<PAGE>

 Share price

You may buy, exchange or redeem shares at their net asset
value, plus any
applicable sales charge, next determined after receipt of
your request in good
order. The fund's net asset value is the value of its
assets minus its liabili-
ties. Net asset value is calculated separately for each
class of shares. The
fund calculates its net asset value every day the New York
Stock Exchange is
open. The Exchange is closed on certain holidays listed in
the SAI. This calcu-
lation is done when regular trading closes on the Exchange
(normally 4:00 p.m.,
Eastern time).

The fund generally values its fund securities based on
market prices or quota-
tions. The fund's currency conversions are done when the
London stock exchange
closes, which is 12 noon Eastern time. When reliable market
prices or quota-
tions are not readily available, or when the value of a
security has been mate-
rially affected by events occurring after a foreign
exchange closes, the fund
may price those securities at fair value. Fair value is
determined in accor-
dance with procedures approved by the fund's board. A fund
that uses fair value
to price securities may value those securities higher or
lower than another
fund using market quotations to price the same securities.

International markets may be open on days when U.S. markets
are closed and the
value of foreign securities owned by the fund could change
on days when you
cannot buy or redeem shares.

In order to buy, redeem or exchange shares at that day's
price, you must place
your order with your Salomon Smith Barney Financial
Consultant or dealer repre-
sentative before the New York Stock Exchange closes. If the
Exchange closes
early, you must place your order prior to the actual
closing time. Otherwise,
you will receive the next business day's price.

Salomon Smith Barney or members of the selling group must
transmit all orders
to buy, exchange or redeem shares to the fund's agent
before the agent's close
of business.


Smith Barney Mutual Funds


25
<PAGE>

 Financial highlights

The financial highlights tables are intended to help you
understand the perfor-
mance of each class since inception. Certain information
reflects financial
results for a single share. Total return represents the
rate that a shareholder
would have earned (or lost) on a fund share assuming
reinvestment of all divi-
dends and distributions. The information in the following
tables was audited by
KPMG LLP, independent accountants, whose report, along with
the fund's finan-
cial statements, is included in the annual report
(available upon request).

 For a Class A share of capital stock outstanding
throughout each year
 (except where noted) ended November 30:
<TABLE>
<CAPTION>
                                       1999(/1/)  1998(/2/)
-----------------------------------------------------------
--
 <S>                                   <C>        <C>
 Net asset value, beginning of period  $  13.63    $ 11.40
-----------------------------------------------------------
--
 Income from operations:
 Net investment income                     0.04       0.02
 Net realized and unrealized gain          4.63       2.21
-----------------------------------------------------------
--
 Total income from operations              4.67       2.23
-----------------------------------------------------------
--
 Less distributions from:
 Net investment income                    (0.01)       --
 Net realized gains (loss)                (0.55)       --
-----------------------------------------------------------
--
 Total distributions                      (0.56)       --
-----------------------------------------------------------
--
 Net asset value, end of period        $  17.74    $ 13.63
-----------------------------------------------------------
--
 Total return                             34.36%
19.56%++
-----------------------------------------------------------
--
 Net assets, end of period (000)'s     $130,534    $36,760
-----------------------------------------------------------
--
 Ratios to average net assets:
 Expenses                                  1.16%
1.27%+
 Net investment income (loss)             (0.21)      0.78+
-----------------------------------------------------------
--
 Portfolio turnover rate                     61%        15%
-----------------------------------------------------------
--
</TABLE>

(/1/)Per share amounts have been calculated using the
monthly average shares
     method.

(/2/)For the period from September 1, 1998 (inception date)
to November 30,
     1998.

++Total return is not annualized, as it may not be
representative of the total
  return for the year.

+  Annualized.

Mid Cap Blend Fund

26
<PAGE>


 For a Class B share of capital stock outstanding
throughout each year
 (except where noted) ended November 30:
<TABLE>
<CAPTION>
                                       1999(/1/)  1998(/2/)
-----------------------------------------------------------
--
 <S>                                   <C>        <C>
 Net asset value, beginning of period  $  13.60    $ 11.40
-----------------------------------------------------------
--
 Income (loss) from operations:
 Net investment income (loss)             (0.09)      0.00*
 Net realized and unrealized gain          4.62       2.20
-----------------------------------------------------------
--
 Total income from operations              4.53       2.20
-----------------------------------------------------------
--
 Less distributions from:
 Net realized gains (loss)                (0.55)       --
-----------------------------------------------------------
--
 Total distributions                      (0.55)       --
-----------------------------------------------------------
--
 Net asset value, end of period        $  17.58    $ 13.60
-----------------------------------------------------------
--
 Total return                             33.43%
19.30%++
-----------------------------------------------------------
--
 Net assets, end of period (000)'s     $245,317    $69,153
-----------------------------------------------------------
--
 Ratios to average net assets:
 Expenses                                  1.90%
2.01%+
 Net investment income (loss)             (0.54)      0.02+
-----------------------------------------------------------
--
 Portfolio turnover rate                     61%        15%
-----------------------------------------------------------
--
</TABLE>

(/1/) Per share amounts have been calculated using the
monthly average shares
      method.

(/2/) For the period from September 1, 1998 (inception
date) to November 30,
      1998.

 *   Represents less than $0.01.

 ++Total return is not annualized, as it may not be
representative of the total
   return for the year.

 + Annualized.


Smith Barney Mutual Funds


27
<PAGE>


 For a Class L share of capital stock outstanding
throughout each year
 (except where noted) ended November 30:
<TABLE>
<CAPTION>
                                       1999(/1/)  1998(/2/)
-----------------------------------------------------------
--
 <S>                                   <C>        <C>
 Net asset value, beginning of period  $  13.60    $ 11.40
-----------------------------------------------------------
--
 Income (loss) from operations:
 Net investment income (loss)             (0.09)      0.00*
 Net realized and unrealized gain          4.61       2.20
-----------------------------------------------------------
--
 Total income from operations              4.52       2.20
-----------------------------------------------------------
--
 Less distributions from:
 Net realized gains (loss)                (0.55)       --
-----------------------------------------------------------
--
 Total distributions                      (0.55)       --
-----------------------------------------------------------
--
 Net assets value, end of period       $  17.57    $ 13.60
-----------------------------------------------------------
--
 Total return                             33.35%
19.30%++
-----------------------------------------------------------
--
 Net assets, end of period (000)'s     $167,671    $45,045
-----------------------------------------------------------
--
 Ratios to average net assets:
 Expenses                                  1.90%
2.01%+
 Net investment income (loss)             (0.54)      0.03+
-----------------------------------------------------------
--
 Portfolio turnover rate                     61%        15%
-----------------------------------------------------------
--
</TABLE>

(/1/) Per share amounts have been calculated using the
monthly average shares
      method.

(/2/) For the period from September 1, 1998 (inception
date) to November 30,
      1998.

*   Represents less than $0.01.

++  Total return is not annualized, as it may not be
representative of the
    total return for the year.

+   Annualized.

Mid Cap Blend Fund

28
<PAGE>


 For a Class Y share of capital stock outstanding
throughout each year
 (except where noted) ended November 30:
<TABLE>
<CAPTION>
 Class Y Shares                        1999(/1/)(/2/)
-----------------------------------------------------
 <S>                                   <C>
 Net asset value, beginning of period     $  13.65
-----------------------------------------------------
 Income from operations:
 Net investment income                        0.08
 Net realized and unrealized gain             4.61
-----------------------------------------------------
 Total income from operations                 4.69
-----------------------------------------------------
 Less distributions from:
 Net investment income (loss)                (0.01)
 Net realized gains (loss)                   (0.55)
-----------------------------------------------------
 Total Distributions                         (0.56)
-----------------------------------------------------
 Net assets value, end of period          $  17.78
-----------------------------------------------------
 Total return++                              34.49%
-----------------------------------------------------
 Net assets, end of period (000)'s        $112,075
-----------------------------------------------------
 Ratios to average net assets+:
 Expenses                                     0.82%
 Net investment income                        0.50
-----------------------------------------------------
 Portfolio turnover rate                        61%
-----------------------------------------------------
</TABLE>

(/1/) Per share amounts have been calculated using the
monthly average shares
      method.

(/2/) For the period from December 3, 1998 (inception date)
to November 30,
      1999.

++Total return is not annualized, as it may not be
representative of the total
  return for the year.

+ Annualized.


Smith Barney Mutual Funds


29
<PAGE>


SalomonSmithBarney
                                                    -------
---------------------
                                                    A
member of citigroup [LOGO]

Mid Cap Blend Fund

An investment portfolio of Smith Barney Investment Trust

Shareholder reports Annual and semiannual reports to
shareholders provide addi-
tional information about the fund's investments. These
reports discuss the mar-
ket conditions and investment strategies that affected the
fund's performance.

The fund sends only one report to a household if more than
one account has the
same address. Contact your Salomon Smith Barney Financial
Consultant, dealer
representative or the transfer agent if you do not want
this policy to apply to
you.

Statement of additional information The statement of
additional information
provides more detailed information about the fund and is
incorporated by refer-
ence into (is legally a part of) this prospectus.

You can make inquiries about the fund or obtain shareholder
reports or the
statement of additional information (without charge) by
contacting your Salomon
Smith Barney Financial Consultant or dealer representative,
by calling the fund
at 1-800-451-2010, or by writing to the fund at Smith
Barney Mutual Funds, 388
Greenwich Street, MF2, New York, New York 10013.

Visit our web site. Our web site is located at
www.smithbarney.com

Information about the Fund (including the SAI) can be
reviewed and copied at
the Securities and Exchange Commission's (the "Commission")
Public Reference
Room in Washington, D.C. In addition, information on the
operation of the Pub-
lic Reference Room may be obtained by calling the
Commission at 1-202-942-8090.
Reports and other information about the Fund are available
on the EDGAR Data-
base on the Commission's Internet site at
http://www.sec.gov. Copies of this
information may be obtained for a duplicating fee by
electronic request at the
following E-mail address: publicinfo@sec.gov, or by writing
the Commission's
Public Reference Section, Washington, D.C. 20549-0102.

If someone makes a statement about the fund that is not in
this prospectus, you
should not rely upon that information. Neither the fund nor
the distributor is
offering to sell shares of the fund to any person to whom
the fund may not law-
fully sell its shares.

/SM/Salomon Smith Barney is a service mark of Salomon Smith
Barney Inc.

(Investment Company Act file no. 811-06444)

FD01499 3/00



PART B - STATEMENT OF ADDITIONAL INFORMATION

For each of the following, dated March 29, 2000:

A combined Statement of Additional Information for Smith
Barney Intermediate Maturity California Municipals Fund and
Smith Barney Intermediate Maturity New York Municipals Fund

Smith Barney Large Capitalization Growth Fund - A, B, L & Y
shares  and Z shares

Smith Barney Mid Cap Blend Fund - A, B, L & Y shares



   March 29, 2000


STATEMENT OF ADDITIONAL INFORMATION

SMITH BARNEY INVESTMENT TRUST

Smith Barney Intermediate Maturity California Municipals
Fund
Smith Barney Intermediate Maturity New York Municipals Fund

388 Greenwich Street
New York, New York 10013
(800) 451-2010

This Statement of Additional Information ("SAI") is meant to
be read in conjunction with the prospectuses of the Smith
Barney Intermediate Maturity California Municipals Fund (the
"California Fund") and the Smith Barney Intermediate
Maturity New York Municipals Fund (the "New York Fund")
dated March 29, 2000, as amended or supplemented from time
to time, and is incorporated by reference in it entirety
into the Prospectuses. Additional information about each
fund's investments is available in each fund's annual and
semi-annual reports to shareholders which are incorporated
herein by reference.  The prospectuses and copies of the
reports may be obtained free of charge by contacting a
Salomon Smith Barney Financial Consultant, or by writing or
calling Salomon Smith Barney Inc. ("Salomon Smith Barney")
at the address or telephone number above.  The funds are
separate investment series of Smith Barney Investment Trust
(the "trust").
TABLE OF CONTENTS
Investment Objective and Management and Policies	2
Risk Factors and Special Considerations Relating to
California
  and New York Municipal Securities	12
Trustees and Executive Officers of the Fund	28
Investment Restrictions	32
Investment  Management and Other Services	33
Portfolio Transactions	39
Portfolio Turnover	40
Purchase of Shares	41
Redemption of Shares	46
Valuation of Shares	48
Exchange Privilege	49
Performance Data	51
Dividends, Distributions and Taxes	55
Additional Information	60
Financial Statements 	62
Appendix A	.......................................... 63


INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES FOR THE FUNDS

The prospectuses discuss the investment objective of each
fund and the principal policies employed to achieve those
objectives.  Supplemental information is set out below
concerning the types of securities and other instruments in
which the funds may invest, the investment policies and
strategies that the funds may utilize and certain risks
attendant to those investments, policies and strategies.
SSB Citi Fund Management LLC (successor to SSBC Fund
Management Inc.) ("SSB Citi" or the "manager") serves as
investment adviser to each fund.

California and New York Fund

Under normal market conditions, each of the California Fund
and the New York Fund attempts to invest 100% of its assets
in a portfolio of investment grade debt obligations issued
by or on behalf of the State of California and the State of
New York, respectively, and other states, territories and
possessions of the United States, the District of Columbia
and their respective authorities, agencies,
instrumentalities and political subdivisions ("Municipal
Obligations").  For purposes of this SAI, debt obligations
issued by the State of California and the State of New York,
respectively, and its political subdivisions, agencies and
public authorities (together with certain other governmental
issuers such as the Commonwealth of Puerto Rico), the
interest from which debt obligations is, in the opinion of
bond counsel to the issuer, excluded from gross income for
Federal income tax purposes and exempt from California and
New York State personal income tax, respectively, are
defined as "California Exempt Obligations." and "New York
Exempt Obligations"   Collectively, California Exempt
Obligations and New York Exempt Obligation (defined below)
are referred to generally in this SAI  as "Exempt
Obligations."  The California fund will operate subject to a
fundamental investment policy providing that, under normal
market conditions, the California Fund will invest at least
80% of its net assets in California Exempt Obligations rated
investment grade.  Up to 20% of the fund's total assets may
be invested in unrated securities that are deemed by the
manager to be of a quality comparable to investment grade.
The fund will not invest in California Exempt Obligations
that are rated lower than investment grade at the time of
purchase. The New York Fund will operate subject to a
fundamental investment policy providing that, under normal
market conditions, the fund will invest at least 80% of its
net assets in New York Exempt Obligations.  Up to 20% of the
fund's total assets may be invested in unrated securities
that are deemed by the manager to be of a quality comparable
to investment grade.  The fund will not invest in New York
Exempt Obligations that are rated lower than Baa by Moody's,
BBB by S&P or BBB by Fitch, at the time of purchase.

Securities Rating Criteria.  Exempt Obligations rated no
lower than Baa, MIG 3 or Prime-1 by Moody's Investors
Service, Inc. ("Moody's"), BBB, SP-2 or A-1 by Standard &
Poor's Ratings Group ("S&P") or BBB or F-1 by Fitch IBCA,
Inc. ("Fitch") are considered investment grade securities.
Although Exempt Obligations rated Baa by Moody's, BBB by S&P
or BBB by Fitch are considered to be investment grade, they
may be viewed as being subject to greater risks than other
investment grade securities.  Although Exempt Obligations
rated Baa by Moody's, BBB by S&P or BBB by Fitch are
considered to be investment grade, they may be viewed as
being subject to greater risks than other investment grade
securities.  Exempt Obligations rated Baa by Moody's, for
example, are considered medium grade obligations that lack
outstanding investment characteristics and have speculative
characteristics as well.  Exempt Obligations rated BBB by
S&P are regarded as having an adequate capacity to pay
principal and interest.  Exempt Obligations rated BBB by
Fitch are deemed to be subject to a higher likelihood that
their rating will fall below investment grade than higher
rated bonds.

The ratings of Moody's, S&P and Fitch represent their
opinions as to the quality of the Exempt Obligations that
they undertake to rate; the ratings are relative and
subjective and are not absolute standards of quality.  The
manager's judgment as to credit quality of an Exempt
Obligation, thus, may differ from that suggested by the
ratings published by a rating service.  See Appendix for a
description of such organization's ratings.  The policies of
the funds as to ratings of portfolio investments will apply
only at the time of the purchase of a security, and neither
fund will be required to dispose of a security in the event
Moody's, S&P or Fitch downgrades its assessment of the
credit characteristics of the security's issuer.  In
addition, to the extent that ratings change as a result of
changes in rating organizations or their rating systems or
as a result of a corporate restructuring of Moody's, S&P or
Fitch, the manager will attempt to use comparable ratings as
standards for each fund's investments.

Maturity of Obligations Held By The Funds.  The manager
believes that each fund may offer an attractive investment
opportunity for investors seeking a higher effective tax
yield than a tax-exempt money market fund or a tax-exempt
short-term bond fund and less fluctuation in net asset value
than a longer term tax-exempt bond fund.  Each fund normally
invests in intermediate maturity securities; the weighted
average maturity of each fund's portfolio will normally be
not less than three nor more than 10 years.  The maximum
remaining maturity of the securities in which both the
California Fund and New York Fund normally invest will be no
greater than 20 years.

Exempt Obligations.  Exempt Obligations are classified as
general obligation bonds, revenue bonds and notes.  General
obligation bonds are secured by the issuer's pledge of its
full faith, credit and taxing power for the payment of
principal and interest.  Revenue bonds are payable from the
revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special
excise or other specific revenue source, but not from the
general taxing power.  Notes are short-term obligations of
issuing municipalities or agencies and are sold in
anticipation of a bond sale, collection of taxes or receipt
of other revenues.  Exempt Obligations bear fixed, floating
and variable rates of interest, and variations exist in the
security of Exempt Obligations, both within a particular
classification and between classifications.

The yields on, and values of, Exempt Obligations depend on a
variety of factors, including general economic and monetary
conditions, conditions in the Exempt Obligation markets,
size of a particular offering, maturity of the obligation
and rating of the issue.  Consequently, Exempt Obligations
with the same maturity, coupon and rating may have different
yields or values, whereas obligations of the same maturity
and coupon with different ratings may have the same yield or
value.

Issuers of Exempt Obligations may be subject to the
provisions of bankruptcy, insolvency and other laws, such as
the Federal Bankruptcy Reform Act of 1978, affecting the
rights and remedies of creditors.  In addition, the
obligations of those issuers may become subject to laws
enacted in the future by Congress, state legislatures or
referenda extending the time for payment of principal and/or
interest, or imposing other constraints upon enforcement of
the obligations or upon the ability of municipalities to
levy taxes.  The possibility also exists that, as a result
of litigation or other conditions, the power or ability of
any issuer to pay, when due, the principal of, and interest
on, its obligations may be materially affected.

Private Activity Bonds.  Each fund may invest without limit
in Exempt Obligations that are "private activity bonds," as
defined in the Internal Revenue Code of 1986, as amended
(the "Code"), which are in most cases revenue bonds.
Private activity bonds generally do not carry the pledge of
the credit of the issuing municipality, but are guaranteed
by the corporate entity on whose behalf they are issued.
Interest income on certain types of private activity bonds
issued after August 7, 1986 to finance non-governmental
activities is a specific tax preference item for purposes of
the Federal individual and corporate alternative minimum
taxes.  Individual and corporate shareholders may be subject
to a federal alternative minimum tax to the extent the
fund's dividends are derived from interest on these bonds.
Dividends derived from interest income on Exempt Obligations
are a "current earnings" adjustment item for purposes of the
Federal corporate alternative minimum tax.  See "Taxes."
Private activity bonds held by a fund will be included in
the term Exempt Obligations for purposes of determining
compliance with the fund's policy of investing at least 80%
of its total assets in Exempt Obligations.

Related Instruments.  The fund may invest without limit in
Exempt Obligations that are repayable out of revenues
generated from economically related projects or facilities
or debt obligations whose issuers are located in the same
state.  Sizable investments in these obligations could
involve an increased risk to the fund should any of the
related projects or facilities experience financial
difficulties.

U.S. Government Securities.  Each fund may invest in debt
obligations of varying maturities issued or guaranteed by
the United States government, its agencies or
instrumentalities ("U.S. Government Securities").  Direct
obligations of the U.S. Treasury include a variety of
securities that differ in their interest rates, maturities
and dates of issuance.  U.S. Government Securities also
include securities issued or guaranteed by the Federal
Housing Administration, Farmers Home Loan Administration,
Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association
("GNMA"), General Services Administration, Central Bank for
Cooperatives, Federal Farm Credit Banks, Federal Home Loan
Banks, Federal Home Loan Mortgage Corporation ("FHLMC"),
Federal Intermediate Credit Banks, Federal Land Banks,
Federal National Mortgage Association ("FNMA"), Maritime
Administration, Tennessee Valley Authority, District of
Columbia Armory Board and Student Loan Marketing
Association.  A fund may also invest in instruments that are
supported by the right of the issuer to borrow from the U.S.
Treasury and instruments that are supported by the credit of
the instrumentality.  Because the U.S. government is not
obligated by law to provide support to an instrumentality it
sponsors, a fund will invest in obligations issued by such
an instrumentality only if the manager determines that the
credit risk with respect to the instrumentality does not
make its securities unsuitable for investment by the fund.
Municipal Obligations. Each fund invests principally in
Municipal Obligations. Municipal Obligations are debt
obligations issued to obtain funds for various public
purposes, including construction of a wide range of public
facilities, refunding of outstanding obligations, payment of
general operating expenses and extensions of loans to public
institutions and facilities.  Private activity bonds issued
by or on behalf of public authorities to finance privately
operated facilities are considered to be Municipal
Obligations if the interest paid on them qualifies as
excluded from gross income (but not necessarily from
alternative minimum taxable income) for Federal income tax
purposes in the opinion of bond counsel to the issuer.
Municipal Obligations may be issued to finance life care
facilities, which are an alternative form of long-term
housing for the elderly that offer residents the
independence of a condominium life-style and, if needed, the
comprehensive care of nursing home services.  Bonds to
finance these facilities have been issued by various state
industrial development authorities.  Because the bonds are
secured only by the revenues of each facility and not by
state or local government tax payments, they are subject to
a wide variety of risks, including a drop in occupancy
levels, the difficulty of maintaining adequate financial
reserves to secure estimated actuarial liabilities, the
possibility of regulatory cost restrictions applied to
health care delivery and competition from alternative health
care or conventional housing facilities.

Municipal Leases.  Each fund may invest without limit in
"municipal leases."  Municipal leases may take the form of a
lease or an installment purchase contract issued by state or
local government authorities to obtain funds to acquire a
wide variety of equipment and facilities such as fire and
sanitation vehicles, computer equipment and other capital
assets.  Interest payments on qualifying municipal leases
are exempt from Federal income taxes and state income taxes
within the state of issuance.  Although lease obligations do
not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease
obligation is ordinarily backed by the municipality's
covenant to budget for, appropriate and make the payments
due under the lease obligation.  However, certain lease
obligations contain "non-appropriation" clauses which
provide that the municipality has no obligation to make
lease or installment purchase payments in future years
unless money is appropriated for such purpose on a yearly
basis.  In addition to the "non-appropriation" risk, these
securities represent a relatively new type of financing that
has not yet developed the depth of marketability associated
with more conventional bonds.  Although "non-appropriation"
lease obligations are often secured by the underlying
property, disposition of the property in the event of
foreclosure might prove difficult.  Each fund may invest in
municipal leases without non-appropriation clauses only when
the municipality is required to continue the lease under all
circumstances except bankruptcy.  There is no limitation on
the percentage of a fund's assets that may be invested in
municipal lease obligations.  In evaluating municipal lease
obligations, the manager will consider such factors as it
deems appropriate, which my include:  (a) whether the lease
can be canceled; (b) the ability of the lease obligee to
direct the sale of the underlying assets; (c) the general
creditworthiness of the lease obligor; (d) the likelihood
that the municipality will discontinue appropriating funding
for the leased property in the event such property is no
longer considered essential by the municipality; (e) the
legal recourse of the lease obligee in the event of such a
failure to appropriate funding; (f) whether the security is
backed by a credit enhancement such as insurance; and (g)
any limitations which are imposed on the lease obligor's
ability to utilize substitute property or services other
than those covered by the lease obligation.

Municipal leases that a fund may acquire will be both rated
and unrated.  Rated leases include those rated investment
grade at the time of investment or those issued by issuers
whose senior debt is rated investment grade at the time of
investment.  Each fund may acquire unrated issues that the
manager deems to be comparable in quality to rated issues in
which the fund is authorized to invest.  A determination
that an unrated lease obligation is comparable in quality to
a rated lease obligation will be subject to oversight and
approval by the trust's board of trustees.

Municipal leases held by a fund will be considered illiquid
securities unless the trust's board of trustees determines
on an ongoing basis that the leases are readily marketable.
An unrated municipal lease with a non-appropriation risk
that is backed by an irrevocable bank letter of credit or an
insurance policy issued by a bank or insurer deemed by the
manager to be of high quality and minimal credit risk, will
not be deemed to be illiquid solely because the underlying
municipal lease is unrated, if the manager determines that
the lease is readily marketable because it is backed by the
letter of credit or insurance policy.

Zero Coupon Securities.  Each fund may invest up to 10% of
its assets in zero coupon Exempt Obligations.  Zero coupon
Exempt Obligations are generally divided into two
categories: pure zero obligations, which are those that pay
no interest for their entire life and zero/fixed
obligations, which pay no interest for some initial period
and thereafter pay interest currently. In the case of a pure
zero obligation, the failure to pay interest currently may
result from the obligation's having no stated interest rate,
in which case the obligation pays only principal at maturity
and is issued at a discount from its stated principal
amount.  A pure zero obligation may, in the alternative,
carry a stated interest rate, but provide that no interest
is payable until maturity. The value to the investor of a
zero coupon Exempt Obligation consists of the economic
accretion either of the difference between the purchase
price and the nominal principal amount (if no interest is
stated to accrue) or of accrued, unpaid interest during the
Exempt Obligation's life or payment deferral period.

Custodial Receipts.  Each fund may acquire custodial
receipts or certificates under-written by securities dealers
or banks that evidence ownership of future interest
payments, principal payments, or both, on certain Exempt
Obligations.  The underwriter of these certificates or
receipts typically purchases Exempt Obligations and deposits
the obligations in an irrevocable trust or custodial account
with a custodian bank, which then issues receipts or
certificates evidencing ownership of the periodic unmatured
coupon payments and the final principal payment on the
obligations.  Custodial receipts evidencing specific coupon
or principal payments have the same general attributes as
zero coupon Exempt Obligations described above.  Although
under the terms of a custodial receipt a fund would
typically be authorized to assert its rights directly
against the issuer of the underlying obligations, the fund
could be required to assert through the custodian bank those
rights as may exist against the underlying issuer.  Thus, if
the underlying issuer fails to pay principal and/or interest
when due, the fund may be subject to delays, expenses and
risks that are greater than those that would have been
involved if the fund had purchased a direct obligation of
the issuer.  In addition, if the trust or custodial account
in which the underlying security has been deposited is
determined to be an association taxable as a corporation,
instead of a non-taxable entity, the yield on the underlying
security would be reduced in recognition of any taxes paid.

Exempt Obligation Components.  Each fund may invest in
Exempt Obligations, the interest rate on which has been
divided by the issuer into two different and variable
components, which together result in a fixed interest rate.
Typically, the first of the components (the "Auction
Component") pays an interest rate that is reset periodically
through an auction process; whereas the second of the
components (the "Residual Component") pays a residual
interest rate based on the difference between the total
interest paid by the issuer on the Exempt Obligation and the
auction rate paid on the Auction Component.  Each fund may
purchase both Auction and Residual Components.

Because the interest rate paid to holders of Residual
Components is generally determined by subtracting from a
fixed amount the interest rate paid to the holders of
Auction Components, the interest rate paid to Residual
Component holders will decrease as the Auction Component's
rate increases and increase as the Auction Component's rate
decreases.  Moreover, the magnitude of the increases and
decreases in market value of Residual Components may be
larger than comparable changes in the market value of an
equal principal amount of a fixed rate Exempt Obligation
having similar credit quality, redemption provisions and
maturity.

Floating and Variable Rate Instruments.  Each fund may
purchase floating and variable rate demand notes and bonds,
which are Exempt Obligations normally having a stated
maturity in excess of one year, but which permit their
holder to demand payment of principal at any time, or at
specified intervals.  The maturity of a floating or variable
rate demand note or bond will be deemed shortened by virtue
of a demand feature.

The issuer of floating and variable rate demand obligations
normally has a corresponding right, after a given period, to
prepay at its discretion the outstanding principal amount of
the obligations plus accrued interest upon a specified
number of days' notice to the holders of these obligations.
The interest rate on a floating rate demand obligation is
based on a known lending rate, such as a bank's prime rate,
and is adjusted automatically each time that rate is
adjusted. The interest rate on a variable rate demand
obligation is adjusted automatically at specified intervals.
Frequently, floating and variable rate obligations are
secured by letters of credit or other credit support
arrangements provided by banks.  Use of letters of credit or
other credit support arrangements will not adversely affect
the tax-exempt status of these obligations.  Because they
are direct lending arrangements between the lender and
borrower, floating and variable rate obligations generally
will not be traded.  In addition, generally no secondary
market exists for these obligations, although their holders
may demand payment at face value.  For these reasons, when
floating and variable rate obligations held by a fund are
not secured by letters of credit or other credit support
arrangements, the fund's rights to demand payment is
dependent on the ability of the borrower to pay principal
and interest on demand.  The manager, on behalf of the fund,
will consider on an ongoing basis the creditworthiness of
the issuers of floating and variable rate demand obligations
held by the fund.

Participation Interests.  Each fund may purchase from
financial institutions tax-exempt participation interests in
Exempt Obligations.  A participation interest gives the fund
an undivided interest in the Exempt Obligation in the
proportion that the fund's participation interest bears to
the total amount of the Exempt Obligation.  These
instruments may have floating or variable rates of interest.
If the participation interest is unrated, it will be backed
by an irrevocable letter of credit or guarantee of a bank
that the trust's board of trustees has determined meets
certain quality standards, or the payment obligation
otherwise will be collateralized by obligations of the
United States government or its agencies and
instrumentalities ("U.S. government securities").  The fund
will have the right, with respect to certain participation
interests, to demand payment, on a specified number of days'
notice, for all or any part of the fund's interest in the
Exempt Obligation, plus accrued interest.  Each fund intends
to exercise its right with respect to these instruments to
demand payment only upon a default under the terms of the
Exempt Obligation or to maintain or improve the quality of
its investment portfolio.

Taxable Investments.  Under normal conditions, each fund may
hold up to 20% of its total assets in cash or money market
instruments, including taxable money market instruments
(collectively, "Taxable Investments").  In addition, the
manager believes that if market conditions warrant, a fund
may take a temporary defensive posture and invest without
limitation in short-term Exempt Obligations and Taxable
Investments.  To the extent, a fund holds Taxable
Investments and, under certain market conditions, certain
floating and variable rate demand obligations or Auction
Components, the fund may not achieve its investment
objective.

Money market instruments in which the fund may invest
include: U.S. government securities; tax-exempt notes of
municipal issuers rated, at the time of purchase, no lower
than MIG 1 by Moody's, SP-1 by S&P of F-1 by Fitch or, if
not rated, by issuers having outstanding, unsecured debt
then rated within the three highest rating categories; bank
obligations (including certificates of deposit, time
deposits and bankers acceptances of domestic banks, domestic
savings and loan associations and similar institutions);
commercial paper rated no lower than P-1 by Moody's, A-1 by
S&P of F-1 by Fitch or the equivalent from another major
rating service or, if unrated of an issuer having an
outstanding, unsecured debt issue then rated within the
three highest rating categories; and repurchase agreements.
At no time will the funds' investments in bank obligations,
including time deposits, exceed 25% of the value of each
fund's assets.

U.S. government securities in which the funds may invest
include direct obligations of the United States and
obligations issued by U.S. government agencies and
instrumentalities. Included among direct obligations of the
United States are Treasury Bills, Treasury Notes and
Treasury Bonds, which differ principally in terms of their
maturities.  Included among the securities issued by U.S.
government agencies and instrumentalities are: securities
that are supported by the full faith and credit of the
United States (such as Government National Mortgager
Association certificates); securities that are supported by
the right of the issuer to borrow from the United States
Treasury (such as securities of Federal Home Loan Banks);
and securities that are supported by the credit of the
instrumentality (such as Federal National Mortgage
Association and Federal Home Loan Mortgage Corporation
bonds).


Investment Techniques

The fund may employ, among others, the investment techniques
described below, which may give rise to taxable income:

Financial Futures and Options Transactions.  To hedge
against a decline in the value of Municipal Bonds it owns or
an increase in the price of Municipal Bonds it proposes to
purchase, each fund may enter into financial futures
contracts and invest in options on financial futures
contracts that are traded on a domestic exchange or board of
trade.  The futures contracts or options on futures
contracts that may be entered into by the fund will be
restricted to those that are either based on an index of
Municipal Bonds or relate to debt securities the prices of
which are anticipated by the manager to correlate with the
prices of the Municipal Bonds owned or to be purchased by a
fund.

In entering into a financial futures contract, a fund will
be required to deposit with the broker through which it
undertakes the transaction an amount of cash or cash
equivalents equal to approximately 5% of the contract
amount.  This amount, which is known as "initial margin," is
subject to change by the exchange or board of trade on which
the contract is traded, and members of the exchange or board
of trade may charge a higher amount.  Initial margin is in
the nature  of a performance bond or good faith deposit on
the contract that is returned to the fund upon termination
of the futures contract, assuming all contractual
obligations have been satisfied.  In accordance with a
process known as "marking-to market," subsequent payments,
known as "variation margin," to and from the broker will be
made daily as the price of the index or securities
underlying the futures contract fluctuates, making the long
and short positions in the futures contract more or less
valuable.  At any time prior to the expiration of a futures
contract, the fund may elect to close the position by taking
an opposite position, which will operate to terminate the
fund's existing position in the contract.

A financial futures contract provides for the future sale by
one party and the purchase by the other party of a certain
amount of a specified property at a specified price, date,
time and place.  Unlike the direct investment in a futures
contract, an option on a financial futures contract gives
the purchaser the right, in return for the premium paid, to
assume a position in the financial futures contract at a
specified exercise price at the any time prior to the
expiration date of the option.  Upon exercise of an option,
the delivery of the futures position by the writer of the
option to the holder of the option will be accompanied by
delivery of the accumulated balance in the writer's futures
margin account, which represents the amount by which the
market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise
price of the option on the futures contract.  The potential
loss related to the purchase of an option on financial
futures contracts is limited to the premium paid for the
option (plus transaction costs).  The value of the option
may change daily and that change would be reflected in the
net asset value of the fund.

Regulations of the Commodity Futures Trading Commission
applicable to each fund require that a fund's transactions
in financial futures contracts and options on financial
futures contracts be engaged in for bona fide hedging
purposes, or if a fund enters into futures contracts for
speculative purposes, that the aggregate initial margin
deposits and premiums paid by the fund will not exceed 5% of
the market value of its assets.  In addition, the fund will,
with respect to its purchases of financial futures
contracts, establish a segregated account on the fund's
books consisting of cash or cash equivalents in an amount
equal to the total market value of the futures contracts,
less the amount of initial margin on deposit for the
contracts.  Each fund's ability to trade in financial
futures contracts and options on financial futures contracts
may be limited to some extent by the requirements of the
Code, applicable to a regulated investment company that are
described below under "Taxes."

Although each fund intends to enter into financial futures
contracts and options on financial futures contracts that
are traded on a domestic exchange or board of trade only if
an active market will exist for them at any particular time.
If closing a futures position in anticipation of adverse
price movements is not possible, the fund would be required
to make daily cash payments of variation margin.  In those
circumstances, an increase in the value of the portion of
the fund's investments being hedged, if any, may offset
partially or completely losses on the futures contract.  No
assurance can be given, however, that the price of the
securities being hedged will correlate with the price
movements in a futures contract and, thus, provide an offset
to losses on the futures contract or option on the futures
contract.  In addition, in light of the risk of an imperfect
correlation between securities held by the fund that are the
subject of a hedging transaction and the futures or options
used as a hedging device, the hedge may not be fully
effective because, for example, losses on the securities
held by the fund may be in excess of gains on the futures
contract or losses on the futures contract may be in excess
of gains on the securities held by the fund that were the
subject of the hedge.  In an effort to compensate for the
imperfect correlation of movements in the price of the
securities being hedged and movements in the price of
futures contracts, each fund may enter into financial
futures contracts or options on financial futures contracts
in a greater or lesser dollar amount than the dollar amount
of the securities being hedged if the historical volatility
of the futures contract has been less or greater than that
of the securities.  This "over hedging" or "under hedging"
may adversely affect a fund's net investment results if
market movements are not as anticipated when the hedge is
established.

If a fund has hedged against the possibility of an increase
in interest rates adversely affecting the value of
securities it holds and rates decrease instead, the fund
will lose part or all of the benefit of the increased value
of securities that it has hedged because it will have
offsetting losses in its futures or options positions.  In
addition, in those situations, if the fund has insufficient
cash, it may have to sell securities to meet daily variation
margin requirements on the futures contracts at a time when
it may be disadvantageous to do so.  These sales of
securities may, but will not necessarily, be at increased
prices that reflect the decline in interest rates.

When-Issued Securities and Delayed-Delivery Transactions.
Each fund may purchase securities on a "when-issued" basis
or for delayed delivery (i.e., payment or delivery occur
beyond the normal settlement date at a stated price and
yield). Each fund does not intend to engage in these
transactions for speculative purposes, but only in
furtherance of its investment goal.  These transactions
occur when securities are purchased or sold by a fund with
payment and delivery taking place in the future to secure
what is considered an advantageous yield and price to a fund
at the time of entering into the transaction.  The payment
obligation and the interest rate that will be received on
when-issued securities are fixed at the time the buyer
enters into the commitment.  Due to fluctuations in the
value of securities purchased or sold on a when-issued or
delayed-delivery basis, the prices obtained on such
securities may be higher or lower than the prices available
in the market on the dates when the investments are actually
delivered to the buyers.
When a fund agrees to purchase when-issued or delayed-
delivery securities, the fund will set aside cash or liquid
securities equal to the amount of the commitment in a
segregated account on the fund's books.  Normally, the fund
will set aside portfolio securities to satisfy a purchase
commitment, and in such a case a fund may be required
subsequently to place additional assets in the segregated
account on the fund's books in order to ensure that the
value of the account remains equal to the amount of the
fund's commitment.  The assets contained in the segregated
account will be marked-to-market daily.  It may be expected
that a fund's net assets will fluctuate to a greater degree
when it sets aside portfolio securities to cover such
purchase commitments than when it sets aside cash.  When a
fund engages in when-issued or delayed-delivery
transactions, it relies on the other party to consummate the
trade.  Failure of the seller to do so may result in a
fund's incurring a loss or missing an opportunity to obtain
a price considered to be advantageous.
Stand-by Commitments.  Each fund may acquire "stand-by
commitments" with respect to Exempt Obligations held in its
portfolio.  Under a stand-by commitment, a broker, dealer or
bank is obligated to repurchase at the fund's option
specified securities at a specified price and, in this way,
stand-by commitment, therefore, is subject to the ability of
the seller to make payment on demand.  A fund will acquire
stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise the rights
afforded by the commitments for trading purposes.  Each fund
anticipates that stand-by commitments will be available from
brokers, dealers and banks without the payment of any direct
or indirect consideration.  Each fund may pay for stand-by
commitments if payment is deemed necessary, thus increasing
to a degree the cost of the underlying Exempt Obligations
and similarly decreasing the security's yield to the funds.

Illiquid Securities.  Each fund may invest up to 10% of its
net assets in illiquid securities, which term includes
securities subject to contractual or other restrictions on
resale and other instruments that lack readily available
markets.  In addition, up to 5% of the value of each fund's
assets may be invested in securities of entities that have
been in continuous operation for fewer than three years.

Repurchase Agreements.  Each fund may agree to purchase
securities from a bank or recognized securities dealer and
simultaneously commit to resell the securities to the bank
or dealer at an agreed-upon date and price reflecting a
market rate of interest unrelated to the coupon rate or
maturity of the purchased securities ("repurchase
agreements").  A fund would maintain custody of the
underlying securities prior to their repurchase; thus, the
obligation of the bank or dealer to pay the repurchase price
on the date agreed to would be, in effect, secured by such
securities.  If the value of such securities were less than
the repurchase price, plus interest, the other party to the
agreement would be required to provide additional collateral
so that at all times the collateral is at least 102% of the
repurchase price plus accrued interest.  Default by or
bankruptcy of a seller would expose a fund to possible loss
because of adverse market action, expenses and/or delays in
connection with the disposition of the underlying
obligations.  The financial institutions with which a fund
may enter into repurchase agreements will be banks and non-
bank dealers of U.S. Government securities that are on the
Federal Reserve Bank of New York's list of reporting
dealers, if such banks and non-bank dealers are deemed
creditworthy by the fund's manager.  The manager will
continue to monitor creditworthiness of the seller under a
repurchase agreement, and will require the seller to
maintain during the term of the agreement the value of the
securities subject to the agreement to equal at least 102%
of the repurchase price (including accrued interest).  In
addition, the manager will require that the value of this
collateral, after transaction costs (including loss of
interest) reasonably expected to be incurred on a default,
be equal to 102% or greater than the repurchase price
(including accrued premium) provided in the repurchase
agreement or the daily amortization of the difference
between the purchase price and the repurchase price
specified in the repurchase agreement.  The manager will
mark-to-market daily the value of the securities.
Repurchase agreements are considered to be loans by a fund
under the Investment Company Act of 1940, as amended (the
"1940 Act").
RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO
CALIFORNIA AND NEW YORK MUNICIPAL SECURITIES

Investment in the funds involves risk factors and special
considerations, such as those described below:

Exempt Obligations.  Even though Exempt Obligations are
interest-bearing investments that promise a stable stream of
income, their prices are inversely affected by changes in
interest rates and, therefore, are subject to the risk of
market price fluctuations.  The values of Exempt Obligations
with longer remaining maturities typically fluctuate more
than those of similarly rated Exempt Obligations with
shorter remaining maturities such as each fund intends to
hold.  The values of fixed-income securities also may be
affected by changes in the credit rating or financial
condition of the issuing entities.

Opinions relating to the validity of Municipal Obligations
and to the exemption of interest in them from Federal income
taxes (and, with respect to Exempt Obligations, to the
exemption of interest on them from California or New York,
as applicable, state personal income taxes) as rendered by
bond counsel to the respective issuers at the time of
issuance.  Neither the funds nor the manager will review the
proceedings relating to the issuance of Exempt Obligations
or the basis for opinions of counsel.

Potential Legislation.  In past years, the United States
government has enacted various laws that have restricted or
diminished the income tax exemption on various types of
Municipal Obligations and may enact other similar laws in
the future.  If any such laws are enacted that would reduce
the availability of Exempt Obligations for investment by the
funds so as to affect a fund's shareholders adversely, the
trust will reevaluate each fund's investment objective and
policies and might submit possible changes in a fund's
structure to shareholders for their consideration.  If
legislation were enacted that would treat a type of Exempt
Obligation as taxable for Federal income tax purposes, the
fund would treat the security as a permissible Taxable
Investment within the applicable limits set forth in this
prospectus.

Unrated Securities.  Each fund may invest in unrated
securities that the manager determines to be of comparable
quality to the rated securities in which the fund may
invest.  Dealers may not maintain daily markets in unrated
securities and retail secondary markets for many of such
securities may not exist.  As a result, a fund's ability to
sell these securities when the manager deems it appropriate
may be diminished.

Municipal Leases.  Municipal leases in which the fund may
invest have special risks not normally associated with
Municipal Obligations.  These obligations frequently contain
non-appropriation clauses that provide that the governmental
issuer of the obligation need not make future payments under
the lease or contract unless money is appropriated for that
purpose by a legislative body annually or on another
periodic basis.  Municipal leases have additional risks
because they represent a type of financing that has not yet
developed the depth of marketability generally associated
with other Municipal Obligations.  Moreover, although a
municipal lease will be secured by financed equipment or
facilities, the disposition of the equipment or facilities
in the event of foreclosure might prove difficult.  In
addition, in certain instances the tax-exempt status of the
municipal lease will not be subject to the legal opinion of
a nationally recognized bond counsel, although in all cases
a fund will require that a municipal lease purchased by the
fund be covered by a legal opinion to the effect that, as of
each effective date of the municipal lease, the lease is
valid and binding of the government issuer.

Municipal leases are also subject to the risk of non-
payment.  The ability of issuers of municipal leases to make
timely lease payments may be adversely impacted in general
economic downturns and as relative governmental cost burdens
are allocated and reallocated among Federal, state and local
governmental units.  Such non-payments would result in a
reduction of income to a fund, and could result in a
reduction in the value of the municipal lease experiencing
non-payment and a decrease in the net asset value of the
fund.  Issuers of municipal securities might seek protection
under the bankruptcy laws.  In the event of bankruptcy of
such an issuer, a fund could experience delays and
limitations with respect to the collection of principal and
interest on such municipal leases and the fund may not, in
all circumstances, be able to collect all principal and
interest to which it is entitled.  To enforce its rights in
the event of a default in the lease payments, each fund may
take possession of and manage the assets securing the
issuer's obligations on such securities, which may increase
the fund's operating expenses and adversely affect the net
asset value of the fund.  Any income derived from the fund's
ownership or operation of such assets may not be tax-exempt.
In addition, each fund's intention to qualify as a
"regulated investment company" under the Code may limit the
extent to which the fund may exercise its rights by taking
possession of such assets, because as a regulated investment
company the fund is subject to certain limitations on its
investments and on the nature of its income.

Non-Publicly Traded Securities.  As suggested above, each
fund may, from time to time, invest a portion of its assets
in non-publicly traded Exempt Obligations.  Non-publicly
traded securities may be less liquid than publicly traded
securities.  Although non-publicly traded securities may be
resold in privately negotiated transactions, the prices
realized from these sales could be less than those
originally paid by the fund.

When-Issued and Delayed-Delivery Transactions.  Securities
purchased on a when-issued or delayed-delivery basis may
expose a fund to risk because the securities may experience
fluctuations in value prior to their delivery.  Purchasing
securities on a when-issued or delayed-delivery basis can
involve the additional risk that the yield available in the
market when the delivery takes place may be higher than that
obtained in the transaction itself.

Non-Diversified Classification.  Each fund is classified as
a non-diversified fund under the Investment Company Act of
1940, as amended (the "1940 Act") which means that the fund
is not limited by the Act in the proportion of its assets
that it may invest in the obligations of a single issuer.
Each fund intends to conduct its operations, however, so as
to qualify as a "regulated investment company" for purposes
of the Code, which will relieve the fund of any liability
for Federal income tax and California or New York State
franchise tax, as applicable, to the extent that its
earnings are distributed to shareholders.  To qualify as a
regulated investment company, the fund will, among other
things, limit its investments so that, at the close of each
quarter of the taxable year (a) not more than 25% of the
market value of the fund's total assets will be invested in
the securities of a single issuer and (b) with respect to
50% of the market value of its total assets, not more than
5% of the market value of its total assets will be invested
in the securities of a single issuer and the fund will not
own more than 10% of the outstanding voting securities of a
single issuer.

As a result of the funds' non-classified status, an
investment in either fund may present greater risks to
investors than an investment in a diversified fund.  The
investment return on a non-diversified fund typically is
dependent upon the performance of a smaller number of
securities relative to the number of securities held in a
diversified fund.  Each fund's assumption of large positions
in the obligations of a small number of issuers will affect
the value of its portfolio to a greater extent than that of
a diversified fund in the event of changes in the financial
condition, or in the market's assessment, of the issuers.

Portfolio Transactions And Turnover.  Each fund's portfolio
securities ordinarily are purchased from and sold to parties
acting as either principal or agent.  Newly issued
securities ordinarily are purchased directly from the issuer
or from an underwriter; other purchases and sales usually
are placed with those dealers from which it appears that the
best price or execution will be obtained.  Usually no
brokerage commissions, as such, are paid by the funds for
purchases and sales undertaken through principal
transactions, although the price paid usually includes an
undisclosed compensation to the dealer acting as agent.

Special Considerations Relating to Exempt Obligations

The payment of principal and interest on most securities
purchased by either fund will depend on the ability of the
issuers to meet their obligations.  A fund's portfolio will
be affected by general changes in interest rates, which will
result in increases or decreases in the value of the
obligations held by a fund.  The market value of the
obligations in the fund's portfolio can be expected to vary
inversely to changes in prevailing interest rates. During
1996, the ratings of California general obligations bond was
upgraded.  S&P Ratings Group upgraded its rating to A+; the
same rating has been assigned to such debt by Fitch.
Moody's has assigned such debt an A1 rating.  Certain
substantial issuers of New York Exempt Obligations
(including issuers whose obligations may be acquired by the
New York Fund) have ,at times, experienced serious financial
difficulties in recent years.  These difficulties have at
times jeopardized the credit standing and impaired the
borrowing abilities of all New York issuers and have
generally contributed to higher interest costs for their
borrowing and fewer markets for their outstanding debt
obligations.  On the other hand, strong demand for New York
Exempt Obligations has more recently had the effect of
permitting New York Exempt Obligations to be issued with
yield relatively lower, and after issuance, to trade in the
market at prices relatively higher, than comparably rated
municipal obligations issued by other jurisdictions.

Investors should be aware that certain California or New
York constitutional amendments, legislative measures,
executive orders, administrative regulations and voter
initiatives could result in certain adverse consequences
affecting Exempt Obligations.  For instance, certain
provisions of the California or New York Constitution and
statutes that limit the taxing and spending authority of
California, or New York, governmental entities may impair
the ability of the issuers of some Exempt Obligations to
maintain debt service on their obligations.  Other measures
affecting the taxing or spending authority of California, or
New York, or their political sub-divisions may be approved
or enacted in the future.

In seeking to achieve its objective, each fund may invest
without limit in Municipal Obligations which are private
activity bonds.  Moreover, although each fund does not
currently intend to do so on a regular basis, each fund may
invest more than 20% of its assets in Municipal Obligations
which are repayable out of revenue streams generated from
economically related projects or facilities, if such
investment is deemed necessary or appropriate by the
manager.  To the extent a fund's assets are concentrated in
Municipal Obligations payable from revenues from
economically related projects or facilities, if a fund's
assets are concentrated in Municipal Obligations payable
from revenues on economically related projects and
facilities, the fund will be subject to the particular risks
presented by such projects to a greater extent than it would
be if the fund's assets were not so concentrated.


Special Considerations Relating To California Exempt
Obligations

Some of the significant financial considerations relating to
the California Fund's investments in California Exempt
Obligations are summarized below.  This summary information
is derived principally from official statements and
prospectuses relating to securities offerings of the State
of California and various local agencies in California,
available as of the date of this SAI and does not purport to
be a complete description of any of the considerations
mentioned herein.  It is also based on the disclosure
statement filed in the County of Orange bankruptcy case.
The accuracy and completeness of the information contained
in such official statements and disclosure statement has not
been independently verified.

Alternative Minimum Tax

Under current federal income tax law, (1) interest on tax-
exempt municipal securities issued after August 7, 1986
which are "specified private activity bonds," and the
proportionate share of any exempt-interest dividend paid by
a regulated investment company which receives interest from
such specified private activity bonds, will be treated as an
item of tax preference for purposes of the alternative
minimum tax ("AMT") imposed on individuals and corporations,
though for regular Federal income tax purposes such interest
will remain fully tax-exempt, and (2) interest on all tax-
exempt obligations will be included in "adjusted current
earnings" of corporations for AMT purposes.  Such private
activity bonds ("AMT-Subject bonds"), which include
industrial development bonds and bonds issued to finance
such projects as airports, housing projects, solid waste
disposal facilities, student loan programs and water and
sewage projects, have provided, and may continue to provide,
somewhat higher yields than other comparable municipal
securities.

Investors should consider that, in most instances, no state,
municipality or other governmental unit with taxing power
will be obligated with respect to AMT-Subject bonds.  AMT-
Subject bonds are in most cases revenue bonds and do not
generally have the pledge of the credit or the taxing power,
if any, of the issuer of such bonds.  AMT-Subject bonds are
generally limited obligations of the issuer supported by
payments from private business entities and not by the full
faith and credit of a state or any governmental subdivision.
Typically the obligation of the issuer of AMT-Subject bonds
is to make payments to bond holders only out of and to the
extent of, payments made by the private business entity for
whose benefit the AMT-Subject bonds were issued.  Payment of
the principal and interest on such revenue bonds depends
solely on the ability of the user of the facilities financed
by the bonds to meet its financial obligations and the
pledge, if any, of real and personal property so financed as
security for such payment.  It is not possible to provide
specific detail on each of these obligations in which fund
assets may be invested.

Risk of Concentration In a Single State

The primary purpose of investing in a portfolio of a single
state's municipal securities is the special tax treatment
accorded the state's resident individual investors.
However, payment of interest and preservation of principal
is dependent upon the continuing ability of the state's
issuers and/or obligors on state, municipal and public
authority debt obligations to meet their obligations
thereunder. Investors should be aware of certain factors
that might affect the financial condition of issuers of
municipal securities, consider the greater risk of the
concentration of a fund versus the safety that comes with a
less concentrated investment portfolio and compare yields
available in portfolios of the relevant state's issues with
those of more diversified portfolios, including out-of-state
issues, before making an investment decision.

Municipal securities in which a fund's assets are invested
may include debt obligations of the municipalities and other
subdivisions of the relevant state issued to obtain funds
for various public purposes, including the construction of a
wide range of public facilities such as airports, bridges,
highways, schools, streets and water and sewer works.  Other
purposes for which municipal securities may be issued
include the obtaining of funds to lend to public or private
institutions for the construction of facilities such as
educational, hospital, housing, and solid waste disposal
facilities.  The latter, including most AMT-Subject bonds,
are generally payable from private sources which, in varying
degrees, may depend on local economic conditions, but are
not necessarily affected by the ability of the state and its
political subdivisions to pay their debts.  It is not
possible to provide specific details on each of these
obligations in which fund  assets may be invested. However,
all such securities, the payment of which is not a general
obligation of an issuer having general taxing power, must
satisfy, at the time of an acquisition by the fund, the
minimum rating(s).  See "Appendix A: Bond and Commercial
Paper Ratings" for a description of ratings and rating
criteria.  Some municipal securities may be rated based on a
"moral obligation" contract which allows the municipality to
terminate its obligation by deciding not to make an
appropriation.  Generally, no legal remedy is available
against the municipality that is a party to the "moral
obligation" contract in the event of such non-appropriation.

Municipal Market Volatility Municipal securities can be
significantly affected by political changes as well as
uncertainties in the municipal market related to taxation,
legislative changes, or the rights of municipal security
holders. Because many municipal securities are issued to
finance similar projects, especially those relating to
education, health care, transportation and utilities,
conditions in those sectors can affect the overall municipal
market. In addition, changes in the financial condition of
an individual municipal insurer can affect the overall
municipal market.

Interest Rate Changes Debt securities have varying levels of
sensitivity to changes in interest rates. In general, the
price of a debt security can fall when interest rates rise
and can rise when interest rates fall. Securities with
longer maturities can be more sensitive to interest rate
changes. In other words, the longer the maturity of a
security, the greater the impact a change in interest rates
could have on the security's price. In addition, short-term
and long-term interest rates do not necessarily move in the
same amount or the same direction. Short-term securities
tend to react to changes in short-term interest rates, and
long-term securities tend to react to changes in long-term
interest rates.

Issuer-Specific Changes Changes in the financial condition
of an issuer, changes in specific economic or political
conditions that affect a particular type of security or
issuer, and changes in general economic or political
conditions can affect the credit quality or value of an
issuer's securities. Lower-quality debt securities (those of
less than investment-grade quality) tend to be more
sensitive to these changes than higher-quality debt
securities. Entities providing credit support or a maturity-
shortening structure also can be affected by these types of
changes. Municipal securities backed by current or
anticipated revenues from a specific project or specific
assets can be negatively affected by the discontinuance of
the taxation supporting the project or assets or the
inability to collect revenues for the project or from the
assets. If the Internal Revenue Service determines an issuer
of a municipal security has not complied with applicable tax
requirements, interest from the security could become
taxable and the security could decline significantly in
value. In addition, if the structure of a security fails to
function as intended, interest from the security could
become taxable or the security could decline in value.

Risk Factors

The following brief summaries are included for the purpose
of providing certain information regarding the economic
climate and financial condition of the states of New York
and California, and are based primarily on information from
official statements made available in connection with the
issuance of certain securities and other documents and
sources and does not purport to be complete.  The trust has
not undertaken to verify independently such information and
the trust assumes no responsibility for the accuracy of such
information.  These summaries do not provide information
regarding most securities in which the funds are permitted
to invest and in particular do not provide specific
information on the issuers or types of municipal securities
in which the fund invests or the private business entities
whose obligations support the payments on AMT-Subject bonds
in which the funds will invest. Therefore, the general risk
factors as to the credit of the state or its political
subdivisions discussed herein may not be relevant to the
funds.  Although revenue obligations of a state or its
political subdivisions may be payable from a specific
project or source, there can be no assurance that future
economic difficulties and the resulting impact on state and
local government finances will not adversely affect the
market value of the funds or the ability of the respective
obligors to make timely payments of principal and interest
on such obligations.  In addition, a number of factors may
adversely affect the ability of the issuers of municipal
securities to repay their borrowings that are unrelated to
the financial or economic condition of a state, and that, in
some cases, are beyond their control. Furthermore, issuers
of municipal securities are generally not required to
provide ongoing information about their finances and
operations to holders of their debt obligations, although a
number of cities, counties and other issuers prepare annual
reports.

RISKS OF CONCENTRATION

The following information as to certain state specific
considerations is given to investors in view of a
Portfolio's policy of concentrating its investments in
particular state issuers. Such information supplements the
information in the prospectus. It is derived from  sources
that are generally  available to investors and is believed
to be accurate. Such information constitutes only a brief
summary, does not purport to be a complete description and
is based on information from official statements relating to
securities offerings of issuers of each particular state.
Neither the Trust nor the Portfolios have independently
verified this information.

The bond ratings provided in the prospectus are current as
of the date of the prospectus and are based on economic
conditions which may not continue; moreover, there can be no
assurance that particular bond issues may not be adversely
affected by changes in economic, political or other
conditions.

Unless stated otherwise, the ratings indicated are for
obligations of the state. A state's political subdivisions
may have different ratings which are unrelated to the
ratings assigned to state obligations.

CALIFORNIA

The 1999-2000 Budget Act estimated General Fund revenues and
transfers of $63.0 billion, and contained expenditures
totaling $63.7 billion. The 1999 Budget Act also contained
expenditures of $16.1 billion from special funds and $1.5
billion from bond funds. The Administration estimated the
State's Special Fund for Economic Uncertainties ("SFEU")
would have a balance at June 30, 2000, of about $880
million. Not included in this amount was an additional $300
million which (after the Governor's vetoes) was "set aside"
to provide funds for employee salary increases (to be
negotiated in bargaining with
employee unions), and for litigation reserves. The 1999
Budget Act anticipates normal cash flow borrowing during the
fiscal year.

The principal features of the 1999 Budget Act include
increased funding for educational programs, health and human
services and infrastructure projects.

Proposition 13. Certain of the Debt Obligations may be
obligations of issuers who rely in whole or in part on ad
valorem real property taxes as a source of revenue. On June
6, 1978, California voters approved an amendment to the
California Constitution known as Proposition 13, which added
Article XIIIA to the California Constitution. The effect of
Article XIIIA was to limit ad valorem taxes on real property
and to restrict the ability of taxing entities to increase
real property tax revenues.


Section 1 of Article XIIIA, as amended, limits the maximum
ad valorem tax on real property to 1% of full cash value to
be collected by the counties and apportioned according to
law. The 1% limitation does not apply to ad valorem taxes or
special assessments to pay the interest and redemption
charges on any bonded indebtedness for the acquisition or
improvement of real property approved by two-thirds of the
votes cast by the voters voting on the proposition. Section
2 of Article XIIIA defines "full cash value" to mean "the
County Assessor's valuation of real property as shown on the
1975/76 tax bill under "full cash value" or, thereafter, the
appraised value of real property
when purchased, newly constructed, or a change in ownership
has occurred after the 1975 assessment." The full cash value
may be adjusted annually to reflect inflation at a rate not
to exceed 2% per year, or reduction in the consumer price
index or comparable local data, or reduced in the event of
declining property value caused by damage, destruction or
other factors.

Legislation enacted by the California Legislature to
implement Article XIIIA provides that notwithstanding any
other law, local agencies may not levy any ad valorem
property tax except to pay debt service on indebtedness
approved by the voters prior to July 1, 1978, and that each
county will levy the maximum tax permitted by Article XIIIA.

Proposition 9. On November 6, 1979, an initiative known as
"Proposition 9" or the "Gann Initiative" was approved by the
California voters, which added Article XIIIB to the
California Constitution. Under Article XIIIB, State and
local governmental entities have an annual "appropriations
limit" and are not allowed to spend certain moneys called
"appropriations subject to limitation" in an amount higher
than the "appropriations limit." Article XIIIB does not
affect the appropriation of moneys which are excluded from
the definition of "appropriations subject to limitation,"
including debt service on indebtedness existing or
authorized as of January 1, 1979, or bonded indebtedness
subsequently approved by the voters. In general terms, the
"appropriations limit" is required to be based on certain
1978/79 expenditures, and is to be adjusted annually to
reflect changes in consumer prices, population, and certain
services provided by these entities. Article XIIIB also
provides that if these entities' revenues in any year exceed
the amounts permitted to be spent, the excess is to be
returned by revising tax rates or fee schedules over the
subsequent two years.

Proposition 98. On November 8, 1988, voters of the state
approved Proposition 98, a combined initiative
constitutional amendment and statute called the "Classroom
Instructional Improvement and Accountability Act."
Proposition 98 changed State funding of public education
below the university level and the operation of the State
Appropriations Limit, primarily by guaranteeing K-14 schools
a minimum share of General Fund revenues. Under Proposition
98 (modified by Proposition 111 as discussed below), K-14
schools are guaranteed the greater of (a) in general, a
fixed percent of General Fund revenues ("Test 1"), (b) the
amount appropriated to K-14 schools in the prior year,
adjusted for changes in the cost of living (measured as in
Article XIII B by reference to State per capita personal
income) and enrollment ("Test 2"), or (c) a third test,
which would replace Test 2 in any year when the percentage
growth in per capita General Fund revenues from the prior
year plus one half of one percent is less than the
percentage growth in State per capita personal income ("Test
3"). Under Test 3, schools would receive the amount
appropriated in the prior year adjusted for changes in
enrollment and per capita General Fund revenues, plus an
additional small adjustment factor. If Test 3 is used in any
year, the difference between Test 3 and Test 2 would become
a "credit" to schools which would be the basis of payments
in future years when per capita General Fund revenue growth
exceeds per capita personal income growth.

Proposition 98 permits the Legislature -- by two-thirds vote
of both houses, with the Governor's concurrence -- to
suspend the K-14 schools' minimum funding formula for a one-
year period. Proposition 98 also contains provisions
transferring certain State tax revenues in excess of the
Article XIII B limit to K-14 schools.

Proposition 111. On June 30, 1989, the California
Legislature enacted Senate Constitutional Amendment 1, a
proposed modification of the California Constitution to
alter the spending limit and the education funding
provisions of Proposition 98. Senate Constitutional
Amendment 1 -- on the June 5, 1990 ballot as Proposition 111
-- was approved by the voters and took effect on July 1,
1990. Among a number of important provisions, Proposition
111 recalculated spending limits for the state and for local
governments, allowed greater annual increases in the limits,
allowed the averaging of two years' tax revenues before
requiring action regarding excess tax revenues, reduced the
amount of the funding guarantee in recession years for
school districts and community college districts (but with a
floor of 40.9 percent of state general fund tax revenues),
removed the provision of Proposition 98 which included
excess moneys transferred to school districts and community
college districts in the base calculation for the next year,
limited the amount of state tax revenue over the limit which
would be transferred to school districts and community
college districts, and exempted increased gasoline taxes and
truck weight fees from the state appropriations limit.
Additionally, Proposition 111 exempted from the state
appropriations limit funding for capital outlays.

Proposition 62. On November 4, 1986, California voters
approved an initiative statute known as Proposition 62. This
initiative provided the following:

1. Requires that any tax for general governmental purposes
imposed by local governments be approved by resolution or
ordinance adopted by a two-thirds vote of the
governmental entity's legislative body and by a majority
vote of the electorate of the governmental entity;


2. Requires that any special tax (defined as taxes levied
for other than general governmental purposes) imposed by
a local governmental entity be approved by a two-thirds
vote of the voters within that jurisdiction;

3. Restricts the use of revenues from a special tax to the
purposes or for the service for which the special tax was
imposed;

4. Prohibits the imposition of ad valorem taxes on real
property by local governmental entities except as permitted
by Article XIIIA;

5. Prohibits the imposition of transaction taxes and sales
taxes on the sale of real property by local governments;

6. Requires that any tax imposed by a local government on or
after August 1, 1985 be ratified by a majority vote of the
electorate within two years of the adoption of the
initiative;

7. Requires that, in the event a local government fails to
comply with the provisions of this measure, a reduction in
the amount of property tax revenue allocated to such local
government occurs in an amount equal to the revenues
received by such entity attributable to the tax levied in
violation of the initiative; and

8. Permits these provisions to be amended exclusively by the
voters of the state of California.

In September 1988, the California Court of Appeal in City of
Westminster v. County of Orange, 204 Cal.App. 3d 623, 215
Cal.Rptr. 511 (Cal.Ct.App. 1988), held that Proposition 62
is unconstitutional to the extent that it requires a general
tax by a general law city, enacted on or after August 1,
1985 and prior to the effective date of Proposition 62, to
be subject to approval by a majority of voters. The Court
held that the California Constitution prohibits the
imposition of a requirement that local tax measures be
submitted to the electorate by either referendum or
initiative. It is impossible to predict the impact of this
decision on charter cities, on special taxes or on new taxes
imposed after the effective date of Proposition 62. The
California Court of Appeal in City of Woodlake v. Logan,
(1991) 230 Cal.App.3d 1058, subsequently held that
Proposition 62's popular vote requirements for future local
taxes also provided for an unconstitutional
referenda. The California Supreme Court declined to review
both the City of Westminster and the City of Woodlake
decisions.

In Santa Clara Local Transportation Authority v. Guardino,
(Sept. 28, 1995) 11 Cal.4th 220, reh'g denied, modified
(Dec. 14, 1995) 12 Cal.4th 344e, the California Supreme
Court upheld the constitutionality of Proposition 62's
popular vote requirements for future taxes, and specifically
disapproved of the City of Woodlake decision as erroneous.
The Court did not determine the correctness of the City of
Westminster decision, because that case appeared
distinguishable, was not relied on by the parties in
Guardino, and involved taxes not likely to still be at
issue. It is impossible to predict the impact of the Supreme
Court's decision on charter cities or on taxes imposed in
reliance on the City of Woodlake case.

In McBrearty v. City of Brawley, 59 Cal. App. 4(S)/ 1441, 69
Cal. Rptr. 2d 862 (Cal. Ct. App. 1997), the Court of Appeal
held that the city of Brawley must either hold an election
or cease collection of utility taxes that were not submitted
to a vote. In 1991, the city of Brawley adopted an ordinance
imposing a utility tax on its residents and began collecting
the tax without first seeking voter approval. In 1996, the
taxpayer petitioned for writ of mandate contending that
Proposition 62 required the city to submit its utility tax
on residents to vote of local electorate. The trial court
issued a writ of mandamus and the city appealed.

First, the Court of Appeal held that the taxpayer's cause of
action accrued for statute of limitation purposes at the
time of the Guardino decision rather than at the time when
the city adopted the tax ordinance which was July 1991.
Second, the Court held that the voter approval requirement
in Proposition 62 was not an invalid mechanism under the
state constitution for the involvement of the electorate in
the legislative process. Third, the Court rejected the
city's argument that Guardino should only be applied on a
prospective basis. Finally, the Court held Proposition 218
(see discussion below) did not impliedly protect any local
general taxes imposed prior to January 1, 1995 against
challenge.

Assembly Bill 1362 (Mazzoni), introduced February 28, 1997,
which would have made the Guardino decision inapplicable to
any tax first imposed or increased by an ordinance or
resolution adopted before December 14, 1995 was vetoed by
the Governor on October 11, 1997. The California State
Senate had passed the Bill on September 8, 1997 and the
California State Assembly had passed the Bill on September
11, 1997. It is not clear whether the Bill, if enacted,
would have been constitutional as a non-voted amendment to
Proposition 62 or as a non-voted change to Proposition 62's
operative date.

Proposition 218. On November 5, 1996, the voters of the
state approved Proposition 218, a constitutional initiative,
entitled the "Right to Vote on Taxes Act" ("Proposition
218"). Proposition 218 adds Articles XIII C and XIII D to
the California Constitution and contains a number of
interrelated provisions affecting the ability of local
governments to levy and collect both existing and future
taxes, assessments, fees and charges. Proposition 218 became
effective on November 6, 1996. The Sponsors are unable to
predict whether and to what extent Proposition 218 may be
held to be constitutional or how its terms will be
interpreted and applied by the courts. However, if upheld,
Proposition 218 could substantially restrict certain local
governments' ability to raise future revenues and could
subject certain existing sources of revenue to reduction or
repeal, and increase local government costs to hold
elections, calculate fees and assessments, notify the public
and defend local government fees and assessments in court.

Article XIII C of Proposition 218 requires majority voter
approval for the imposition, extension or increase of
general taxes and two-thirds voter approval for the
imposition, extension or increase of special taxes,
including special taxes deposited into a local government's
general fund. Proposition 218 also provides that any general
tax imposed, extended or increased without voter approval by
any local government on or after January 1, 1995 and prior
to November 6, 1996 shall continue to be imposed only if
approved by a majority vote in an election held within two
years of November 6, 1996.

Article XIII C of Proposition 218 also expressly extends the
initiative power to give voters the power to reduce or
repeal local taxes, assessments, fees and charges,
regardless of the date such taxes, assessments, fees or
charges were imposed. This extension of the initiative power
to some extent constitutionalizes the March 6, 1995 state
Supreme Court decision in Rossi v. Brown, which upheld an
initiative that repealed a local tax and held that the state
constitution does not preclude the repeal, including the
prospective repeal, of a tax ordinance by an initiative, as
contrasted with the state constitutional prohibition on
referendum powers regarding statutes and ordinances which
impose a tax. Generally, the initiative process enables
California voters to enact legislation upon obtaining
requisite voter approval at a general election. Proposition
218 extends the authority stated in Rossi v. Brown by
expanding the initiative power to include reducing or
repealing assessments, fees and charges, which had
previously been considered administrative rather than
legislative matters and therefore beyond the initiative
power.

The initiative power granted under Article XIII C of
Proposition 218, by its terms, applies to all local taxes,
assessments, fees and charges and is not limited to local
taxes, assessments, fees and charges that are property
related.

Article XIII D of Proposition 218 adds several new
requirements making it generally more difficult for local
agencies to levy and maintain "assessments" for municipal
services and programs. "Assessment" is defined to mean any
levy or charge upon real property for a special benefit
conferred upon the real property.

Article XIII D of Proposition 218 also adds several
provisions affecting "fees" and "charges" which are defined
as "any levy other than an ad valorem tax, a special tax, or
an assessment, imposed by a local government upon a parcel
or upon a person as an incident of property ownership,
including a user fee or charge for a property related
service." All new and, after June 30, 1997, existing
property related fees and charges must conform to
requirements prohibiting, among other things, fees and
charges which (i) generate revenues exceeding the funds
required to provide the property related service, (ii) are
used for any purpose other than those for which the fees and
charges are imposed, (iii) are for a service not actually
used by, or immediately available to, the owner of the
property in question, or (iv) are used for general
governmental services, including police, fire or library
services, where the service is available to the public at
large in substantially the same manner as it is to property
owners. Further, before any property related fee or charge
may be imposed or increased, written notice must be given to
the record owner of each parcel of land affected by such fee
or charges. The local government must then hold a hearing
upon the proposed imposition or increase of such property
based fee, and if written protests against the proposal are
presented by a majority of the owners of the identified
parcels, the local government may not impose or increase the
fee or charge. Moreover, except for fees or charges for
sewer, water and refuse collection services, no property
related fee or charge may be imposed or increased without
majority approval by
the property owners subject to the fee or charge or, at the
option of the local agency, two-thirds voter approval by the
electorate residing in the affected area.

Proposition 87. On November 8, 1988, California voters
approved Proposition 87. Proposition 87 amended Article XVI,
Section 16, of the California Constitution by authorizing
the California Legislature to prohibit redevelopment
agencies from receiving any of the property tax revenue
raised by increased property tax rates levied to repay
bonded indebtedness of local governments which is approved
by voters on or after January 1, 1989.

Other. Finally, certain bonds in the California Portfolio
may be subject to provisions of California law that could
adversely affect payments on those bonds or limit the
remedies available to bondholders. Among these are bonds of
health care institutions which are subject to the strict
rules and limits regarding reimbursement payments of
California's Medi-Cal Program for health care services to
welfare beneficiaries, and bonds secured by liens on real
property.


MASSACHUSETTS

Effective July 1, 1990, limitations were placed on the
amount of direct bonds the state could have outstanding in a
fiscal year, and the amount of the total appropriation in
any fiscal year that may be expended for debt service on
general obligation debt of the state (other than certain
debt incurred to pay the fiscal 1990 deficit and certain
Medicaid reimbursement payments for prior years) was limited
to 10%. In addition, the power of Massachusetts cities and
towns and certain tax-supported districts and public
agencies to raise revenue from property taxes to support
their operations, including the payment of debt service, is
limited by "Proposition 2 1/2". Property taxes are virtually
the only source of tax revenues available to cities and
towns to meet local costs.

Major infrastructure projects will continue over the next
decade. A reduction in the federal contributions could
increase pressure on the state and result in increased
indebtedness.

The fiscal viability of the state's authorities and
municipalities is inextricably linked to that of the state.
The state guarantees the debt of several authorities, most
notably the Massachusetts Bay Transportation Authority and
the University of Massachusetts Building Authority. Their
ratings are based on this guarantee and can be expected to
move in tandem. Several other authorities are funded in part
or in whole by the state and their debt ratings may be
adversely affected by a negative change in those of the
state. Economic slowdown or increased capital spending
pressures could result in local aid reductions.

NEW YORK

The state ended its 1998-1999 fiscal year balanced on a cash
basis. The reported General Fund cash balance was $892
million. This does not include $2.31 billion that the state
has deposited into its tax refund reserve to pay for tax
refunds in the 1999-2000 fiscal year. The state projects a
General Fund balanced on a cash basis for the 1999-2000
fiscal year with total General Fund receipts projected in
excess of $39 billion. In September 1999, the New York State
Comptroller issued a report which projected budget gaps in
the 2000-2001 and 2001-2002 fiscal yars at $2.8 billion and
$4.6 billion, respetively, after excluding the unspecified
operating efficiencies assumed in the state's projections,
and assuming higher spending for education and other
initiatives. The State Comptroller noted that the underlying
structural problem is even more apparent without the planned
use of the projected 1999-2000 fiscal year surplus reflected
in the tax reduction reserve, which would result in the gaps
growing to $3.4 billion in fiscal year 2000-2001 and $5.8
billion in fiscal year 2001-2002. The State Comptroller also
stated that revenues could trend lower if the securities
industry suffered a significant downturn, and that a general
economic recession is always a major budget risk. The state
in recent years has shown a consistent pattern of closing
previously projected budget gaps.

The fiscal stability of New York state relates, at least in
part, to the fiscal stability of its localities and
authorities. Various state agencies, authorities and
localities have issued large amounts of bonds and notes
either guaranteed or supported by the state. In some cases,
the state has had to provide special assistance in recent
years to enable such agencies, authorities and localities to
meet their financial obligations and, in some cases, to
prevent or cure defaults. The extent to which state agencies
and local governments require state assistance to meet their
financial obligations, may adversely affect the ability of
the state to meet its own obligations as they become due or
to obtain additional financing

For the 1999 fiscal year, the City had an operating surplus,
before discretionary and other transfers, and achieves
balanced operating results, after discretionary and other
transfers, in accordance with GAAP. The 1999 fiscal year is
the nineteenth year that the City has achieved an operating
surplus, before discretionary and other transfers, and
balanced operating results, after discretionary and other
transfers. The City's financial plan projects a balanced
budget for the 2000 fiscal year, with total revenues
projected in excess of $35 billion, and budget gaps of $1.8
billion, $1.9 billion and $1.8 billion for the 2001, 2002
and 2003 fiscal years, respectively. Like the state of New
York, New York City has shown a pattern of consistently
projecting and closing budget gaps. The City has outlined a
gap-closing program which anticipates additional City agency
programs to reduce expenditures or increase revenues and
additional federal and state actions such as
intergovernmental aid to the City. There can be no assurance
that additional gap-closing measures, such as tax increases
or reductions in City services, will not be required, the
implementation of which could adversely affect the City's
economic base, and there is no assurance that such measures
will enable the City to achieve a balanced budget, as
required by state law, for any of the 2000 through 2003
fiscal years.

Implementation of the City's four-year annual financial plan
is also dependent upon the City's ability to market its
securities successfully in the public credit markets
including its ability to issue short term notes to finance
its seasonal working capital needs. The fiscal health of New
York City, which is the largest issuer of municipal bonds in
the country and a leading international commercial center,
exerts a significant influence upon the fiscal health and
bond values of issues throughout the state. Bond values of
the Municipal Assistance Corporation, the state of New York,
the New York Local Government Assistance Corporation, the
New York State Dormitory Authority, the New York City
Municipal Water Finance Authority, the New York City
Transitional Finance Authority and The Metropolitan
Transportation Authority would be particularly affected by
serious financial difficulties encountered by New York City.
The Portfolio could be expected to hold bonds issued by
many, if not all of these issuers, at any given time.

The financial condition of the state, City and other New
York issuers may be affected by many economic, social,
political and international factors which cannot be
predicted with certainty. These factors include, but may not
be limited to, litigation, collective bargaining with
governmental employees, the ability of issuers to handle the
"Year 2000" computer problem, changes resulting from
entitlement program reforms, the receipt of
intergovernmental aid, and the performance of the securities
and financial sector which is disproportionately more
significant to the New York economy than to the national
economy. Factors particularly affecting New York City also
include its ability to meet its increasing infrastructure
and other capital needs in the face of rising debt service
costs and limited volume capacity under state law for
incurring indebtedness; and costs it may incur to achieve
compliance with laws pertaining to protecting its water
supply and the disposal of its solid waste.


PUERTO RICO, THE U.S. VIRGIN ISLANDS AND GUAM

PUERTO RICO. Puerto Rico has a diversified economy dominated
by the manufacturing and service sectors. The North American
Free Trade Agreement ("NAFTA"), which became effective
January 1, 1994, has led to loss of lower wage jobs such as
textiles, but economic growth in other areas, particularly
tourism, construction and the high technology areas have
compensated for that loss. Puerto Rico's economy has
expanded in the 1990's in step with the U.S. economy.

The Commonwealth of Puerto Rico differs from the states in
its relationship with the federal government. Most federal
taxes, except those such as social security taxes that are
imposed by mutual consent, are not levied in Puerto Rico.
However, in conjunction with the 1993 U.S. budget plan,
Section 936 of the Code was amended and provided for two
alternative limitations to the Section 936 credit. The first
option limited the credit against such income to 40% of the
credit allowable under then current law, with a five year
phase-in period starting at 60% of the allowable credit. The
second option was a wage and depreciation based credit.
Additional amendments to Section 936 in 1996 imposed caps on
these credits, beginning in 1998 for the first option and
beginning in 2002 for the second option. More importantly,
the 1996 amendments eliminated both options for taxable
years beginning in 2006.

Also in 1996, a new Section 30A was added to the Code.
Section 30A permits a "qualifying domestic corporation" that
meets certain gross income tests to claim a credit against
the federal income tax imposed on taxable income derived
from sources outside the United States from the active
conduct of a trade or business in Puerto Rico or from the
sale of substantially all the assets used in such a
business. Section 30A will be phased out by January 1, 2006.
The Governor of Puerto Rico has proposed that Congress
permanently extend Section 30A until the Puerto Rican
economy achieves certain economic improvements. Similarly,
President Clinton proposed permanent extension of the
Section 30A in both his 1998 and 1999 budgets. To date,
however, no action has
been taken.

The eventual elimination of tax benefits to those U.S.
companies with operations in Puerto Rico may lead to slower
growth in the future. There can be no assurance that this
will not lead to a weakened economy, a lower rating on
Puerto Rico's debt or lower prices for Puerto Rican bonds
that may be held by the Portfolio in the long-term. The
government of Puerto Rico has enacted its own tax incentive
programs for both industrial and tourist activities.

Puerto Ricans have periodically considered conversion to
statehood and such a vote is likely again in the future. The
statehood proposal was defeated in December, 1998.

THE U.S. VIRGIN ISLANDS. The United States Virgin Islands
("USVI") is heavily reliant on the tourism industry, with
roughly 43% of non-agricultural employment in tourist-
related trade and services. The tourism industry is
economically sensitive and would likely be adversely
affected by a recession in either the United States or
Europe.

An important component of the USVI revenue base is the
federal excise tax on rum exports. Tax revenues rebated by
the federal government to the USVI provide the primary
security of many outstanding USVI bonds. Since more than 90%
of the rum distilled in the USVI is distilled at one plant,
any interruption in its operations (as occurred after
Hurricane Hugo in 1989) would adversely affect these
revenues. The last major hurricane to impact the USVI was
Hurricane Marilyn on September 15, 1995. Consequently, there
can be no assurance that rum exports to the United States
and the rebate of tax revenues to the USVI will continue at
their present levels. The preferential tariff treatment the
USVI rum industry currently enjoys could be reduced under
NAFTA. Increased competition from Mexican rum producers
could reduce USVI rum imported to the U.S., decreasing
excise tax revenues generated. The USVI is periodically hit
by hurricanes. Several hurricanes have caused extensive
damage, which has had a negative impact on revenue
collections. There is currently no rated, unenhanced Virgin
Islands debt outstanding (although there is unrated debt
outstanding).

GUAM. The U.S. territory of Guam derives a substantial
portion of its economic base from Japanese tourism. With a
reduced U.S. military presence on the island, Guam has
relied more heavily on tourism in the past few years. During
its 1997 fiscal year, the government was able to make
noticeable progress on its traditional budgetary problems
operating with a balanced budget for that fiscal year.
However, during 1998, the Japanese recession combined with
the impact of typhoon Paka resulted in a budget deficit of
$21 million. With hotels alone accounting for 8.5% of Guam's
employment and Japanese tourists comprising 86% of total
visitor arrivals, the Japanese recession and depreciation of
the yen versus the dollar earlier this year have had a
negative impact on the island's economy. Based on these
factors, S&P downgraded Guam's rating to BBB- from BBB with
a negative outlook on May 26, 1999. There does seem to be
some recent improvement in the Japanese economy. However,
Guam has not realized any economic benefit as visitor
arrivals are 0.8% below 1998 levels for the second quarter
ended June 30, 1999, driving General Fund revenues down
3.1%.




TRUSTEES OF THE TRUST AND EXECUTIVE OFFICERS OF THE FUND

Overall responsibility for management and supervision of the
fund rests with the trust's board of trustees. The trustees
approve all significant agreements between the fund and the
companies that furnish services to the fund, including
agreements with the fund's distributor, investment manager,
custodian and transfer agent. The day-to-day operations of
the fund are delegated to the fund's investment adviser and
administrator, SSB Citi.

The trustees of the trust and executive officers of the
fund, together with information as to their principal
business occupations during the past five years, are shown
below. The executive officers of the fund are employees of
organizations that provide services to the fund. Each
trustee who is an "interested person" of the fund, as
defined in the 1940 Act, is indicated by an asterisk.  The
address of the "non-interested" trustees and executive
officers of the fund is 388 Greenwich Street, New York, New
York 10013, unless otherwise indicated.

 Herbert Barg, Trustee (Age 76).  Private Investor.  His
address is 273 Montgomery Avenue, Bala Cynwyd, Pennsylvania
19004.  Director/Trustee of sixteen investment companies
associated with Citigroup, Inc. ("Citigroup")

*Alfred J. Bianchetti Trustee (Age 77).  Retired; formerly
Senior Consultant to Dean Witter Reynolds Inc.  His address
is 19 Circle End Drive, Ramsey, New Jersey 07466.
Director/Trustee of eleven investment companies associated
with Citigroup.

Martin Brody Trustee (Age 78).  Consultant, HMK Associates;
Retired Vice Chairman of the Board of Restaurant Associates
Corp.  His address is c/o HMK Associates, 30 Columbia
Turnpike, Florham Park, New Jersey 07932.  Director/Trustee
of twenty-one investment companies associated with
Citigroup.

Dwight B. Crane Trustee (Age 62).  Professor, Harvard
Business School.  His address is c/o Harvard Business
School, Soldiers Field Road, Boston, Massachusetts 02163.
Director/Trustee of twenty-four investment companies
associated with Citigroup.

Burt N. Dorsett Trustee (Age 69).  Managing Partner of
Dorsett McCabe Management. Inc., an investment counseling
firm; Director of Research Corporation Technologies, Inc., a
nonprofit patent clearing and licensing firm.  His address
is 201 East 62nd Street, New York, New York 10021.
Director/Trustee of eleven investment companies associated
with Citigroup.

Elliot S. Jaffe Trustee (Age 73).  Chairman of the Board and
President of The Dress Barn, Inc.  His address is 30
Dunnigan Drive, Suffern, New York 10901.  Director/Trustee
of eleven investment companies associated with Citigroup.

Stephen E. Kaufman Trustee (Age 68).  Attorney.  His address
is 277 Park Avenue, New York, New York 10172.
Director/Trustee of thirteen investment companies associated
with Citigroup.

Joseph J. McCann Trustee (Age 69).  Financial Consultant;
Retired Financial Executive, Ryan Homes, Inc.  His address
is 200 Oak Park Place, Pittsburgh, Pennsylvania 15243.
Director/Trustee of eleven investment companies associated
with Citigroup.

*Heath B. McLendon Trustee (Age 66). Chairman of the Board,
President and Chief Executive Officer; Managing Director of
Salomon Smith Barney; President of SSB Citi and Travelers
Investment Adviser, Inc. ("TIA"); Chairman or Co-Chairman of
the Board of 71 investment companies associated with Salomon
Smith Barney. His address is 7 World Trade Center, New York,
New York 10048.

Cornelius C. Rose, Jr. Trustee (Age 66).  President,
Cornelius C. Rose Associates, Inc., financial consultants,
and Chairman and Director of Performance Learning Systems,
an educational consultant.  His address is Meadowbrook
Village, Building 4, Apt 6, West Lebanon, New Hampshire
03784.  Director/Trustee of eleven investment companies
associated with Citigroup.

Lewis E. Daidone (Age 42).  Managing Director of Salomon
Smith Barney; Senior Vice President and Treasurer of sixty-
one investment companies associated with Citigroup; Director
and Senior Vice President of SSB Citi and TIA.

Joseph P. Deane (Age 51) Vice President and Investment
Officer
Investment Officer of SSB Citi; Managing Director of Salomon
Smith Barney; Investment Officer of ten investment companies
associated with Citigroup.

David T. Fare (Age 37) Vice President and Investment Officer
Investment Officer of SSB Citi; Vice President of Salomon
Smith Barney. Investment Officer of three investmetn
companies associated with Citigroup.

Paul Brook (Age 46). Controller; Director of Salomon Smith
Barney; Controller or Assistant Treasurer of forty-three
investment companies associated with Citigroup; from 1997-
1998 Managing Director of AMT Capital Services Inc.; prior
to 1997, Partner with Ernst & Young LLP.

Christina T. Sydor (Age 49).  Secretary; Managing Director
of Salomon Smith Barney;Secretary of sixty-one investment
companies associated with Citigroup; General Counsel and
Secretary of SSB Citi and TIA.

As of March 9, 2000, the trustees and officers owned, in the
aggregate, less than 1% of the outstanding shares of each of
the funds. No officer, director or employee of Salomon Smith
Barney or any of its affiliates receives any compensation
from the trust for serving as an officer of the funds or
trustee of the trust. The trust pays each trustee who is not
an officer, director or employee of Salomon Smith Barney or
any of its affiliates a fee of $12,000 per annum plus $1000
per in-person meeting and $100 per telephonic meeting. Each
trustee emeritus who is not an officer, director or employee
of Salomon Smith Barney or its affiliates receives a fee of
$5,000 per annum plus $500 per in-person meeting and $50 per
telephonic meeting.  All trustees are reimbursed for travel
and out-of-pocket expenses incurred to attend such meetings
and for the last fiscal year the aggregate reimbursement was
$14,437.

 For the fiscal year ended November 30, 1999, the trustees
of the trust were paid the following compensation:






Name of Person



Aggregate
Compensat
ion
From
Trust


Total
Pension or
Retirement
Benefits
Accrued
as part of
Trust
Expenses


Compensatio
n
From Trust
and Fund
Complex
Paid to
Trustees


Number of
Funds for
Which
Trustees
Serves
Within
Fund
Complex
Herbert Barg**
$15,600
$0
$114,288
16
Alfred
Bianchetti*
  14,600
  0
    53,900
11
Martin Brody**
  13,600
  0
 138,600
21
Dwight B.
Crane**
  15,500
  0
 155,363
24
Burt N.
Dorsett**
  15,500
  0
   57,950
11
Elliot S.
Jaffe**
  12,600
  0
  45,100
11
Stephen E.
Kaufman**
  15,600
  0
 110,650
13
Joseph J.
McCann**
  15,600
  0
  58,050
11
Heath B.
McLendon *
-
-
-
71
Cornelius C.
Rose, Jr.**
  14,600
  0
  53,500
11

*	Designates an "interested" trustee.
**	Designates member of Audit Committee.

Upon attainment of age 80, fund trustees are required to
change to emeritus status.  Trustees Emeritus are entitled
to serve in emeritus status for a maximum of 10 years.
Trustees Emeritus may attend meetings but have no voting
rights.

The following table contains a list of shareholders of
record or who beneficially owned at least 5% of the
outstanding shares of a particular class of shares of a fund
of the Company as of  March 9, 2000.

INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS FUND CLASS L
PERCENTAGE OF SHARES

Monty Finefrock and
Paula Finefrock JTWROS
8 Skyline Drive
Woodside, CA  94062
Owned 58,825.543  (9.54%)

Donald B. McCaw and
Camilla B. McCaw
Camilla B McCaw Rev Trust
DTD 6/23/93
42 Forbes Avenue
San Anselino, , CA  94960
Owned 40,00.488 (6.48%)

Donald B. McCaw and
Camilla B. McCaw
Camilla B McCaw Rev Trust
DTD 6/23/93
42 Forbes Avenue
San Anselino, , CA  94960
Owned 38,635.159 (6.26%)

INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS FUND CLASS Y
PERCENTAGE OF SHARES

Anthony S. Wong & Mandy Tang Wong
TTEES FBO the Amp Wong
Family Trust U/A/D 12/8/89
1071 Piedmont Drive
Sacramento, CA 95822
Owned 37,309.217 (100%) shares

INTERMEDIATE MATURITY NEW YORK MUNICIPAL FUND CLASS L
PERCENTAGE OF SHARES

Muriel S. Kessler
60 East 42nd St.
Suite 1136
New York, New York 10165
Owned 35,669.370 (6.31%) shares

INVESTMENT RESTRICTIONS

The investment restrictions numbered 1 through 6 below have
been adopted by the trust as fundamental policies of the
funds.  Under the 1940 Act, a fundamental policy may not be
changed with respect to a fund without the vote of a
majority of the outstanding voting securities of the fund.
Majority is defined in the 1940 Act as the lesser of (a) 67%
or more of the shares present at a fund meeting, if the
holders of more than 50% of the outstanding shares of the
fund are present or represented by proxy, or (b) more than
50% of outstanding shares.  The remaining restrictions may
be changed by a vote of a majority of the trust's board of
trustees at any time.

Under the investment restrictions adopted by the trust with
respect to the funds: No fund will

1.	Invest more than 25% of its total assets in securities,
the issuers of which conduct their principal business
activities in the same industry. For purposes of this
limitation, securities of the U.S. government (including
its agencies and instrumentalities) and securities of
state or municipal governments and their political
subdivisions are not considered to be issued by members
of any industry.

2.	Borrow money, except that (a) the fund may borrow from
banks for temporary or emergency (not leveraging)
purposes, including the meeting of redemption requests
which might otherwise require the untimely disposition of
securities, and (b) the fund may, to the extent
consistent with its investment policies, enter into
reverse repurchase agreements, forward roll transactions
and similar investment strategies and techniques.  To the
extent that it engages in transactions described in (a)
and (b), the fund will be limited so that no more than 33
1/3% of the value of its total assets (including the
amount borrowed), valued at the lesser of cost or market,
less liabilities (not including the amount borrowed), is
derived from such transactions.

3.	Issue "senior securities" as defined in the 1940 Act and
the rules, regulations and orders thereunder, except as
permitted under the 1940 Act and the rules, regulations
and orders thereunder.

4.	Make loans.  This restriction does not apply to: (a) the
purchase of debt obligations in which the fund may invest
consistent with its investment objectives and policies;
(b) repurchase agreements; and (c) loans of its portfolio
securities, to the fullest extent permitted under the
1940 Act.

5.	Purchase or sell real estate, real estate mortgages,
commodities or commodity contracts, but this restriction
shall not prevent the fund from (a) investing in
securities of issuers engaged in the real estate business
or the business of investing in real estate (including
interests in limited partnerships owning or otherwise
engaging in the real estate business or the business of
investing in real estate) and securities which are
secured by real estate or interests therein; (b) holding
or selling real estate received in connection with
securities it holds or held; (c) trading in futures
contracts and options on futures contracts (including
options on currencies to the extent consistent with the
funds' investment objective and policies); or (d)
investing in real estate investment trust securities.

6.  Engage in the business of underwriting securities issued
by other persons, except to the extent that the  fund may
technically be deemed to be an underwriter under the
Securities Act of 1933, as amended, in disposing of
portfolio securities.

7.	Purchase any securities on margin (except for such short-
term credits as are necessary for the clearance of
purchases and sales of portfolio securities) or sell any
securities short (except "against the box").  For
purposes of this restriction, the deposit or payment by
the fund of underlying securities and other assets in
escrow and collateral agreements with respect to initial
or maintenance margin in connection with futures
contracts and related options and options on securities,
indexes or similar items is not considered to be the
purchase of a security on margin.

8.	No fund will invest in oil, gas or other mineral leases
or exploration or development programs.

9.	No fund may write or sell puts, calls, straddles, spreads
or combinations of those transactions, except as
permitted under the fund's investment objective and
policies.

10.	No fund will purchase a security if, as a result, the
fund would then have more than 5% of its total assets
invested in securities of issuers (including
predecessors) that have been in continuous operation for
fewer than three years, except that this limitation will
be deemed to apply to the entity supplying the revenues
from which the issue is to be paid, in the case of
private activity bonds purchased.

11. No fund may make investments for the purpose of
exercising control of management.

If any percentage restriction described above is complied
with at the time of an investment, a later increase or
decrease in percentage resulting from a change in values or
assets will not constitute a violation of such restriction.

INVESTMENT MANAGEMENT AND OTHER SERVICES

Investment Adviser and Administrator - SSB Citi (Manager)

SSB Citi serves as investment adviser to each fund pursuant
to an investment advisory agreement (the "Investment
Advisory Agreement") with the trust which was approved by
the board of trustees, including a majority of trustees who
are not "interested persons" of the trust or the manager.
The manager is a wholly owned subsidiary of Salomon Smith
Barney Holdings Inc. ("Holdings"), which in turn, is a
wholly owned subsidiary of Citigroup  Subject to the
supervision and direction of the trust's board of trustees,
the manager manages each fund's portfolio in accordance with
the fund's stated investment objective and policies, makes
investment decisions for the fund, places orders to purchase
and sell securities, and employs professional portfolio
managers and securities analysts who provide research
services to the fund. The manager pays the salary of any
officer and employee who is employed by both it and the
Trust. The manager bears all expenses in connection with the
performance of its services.

As compensation for investment advisory services, each fund
pays the manager a fee computed daily and paid monthly at
the annual rate of 0.30% of the fund's average daily net
assets.

The funds paid the manager investment advisory fees, and the
investment manager waived fees and reimbursed expenses as
follows:


For the fiscal year ended






November 30, 1997

November 30, 1998

November 30, 1999



Fund


Fees
Paid
Fees
Waived and
Expenses
Reimbursed


Fees
Paid
Fees
Waived
and
Expenses
Reimburse
d
Fees
Paid
Fees Waived
and
Expenses
Reimbursed
California
Fund
$
20,278
$
63,087
$
47,759
$
46,438
$63,1
68
$   46,738
New York
Fund
59,523
 90,299

98,264
63,179
132,3
35
     56,912

SSB Citi also serves as administrator to the New York and
California Funds pursuant to a written agreement (the
"Administration Agreement"), which was approved by the
trustees of the trust, including a majority of trustees who
are not "interested persons" of the trust or the
administrator. The administrator pays the salary of any
officer and employee who is employed by both it and the
trust and bears all expenses in connection with the
performance of its services.

As administrator SSB Citi: (a) assists in supervising all
aspects of the funds' operations except those performed by
the funds' investment manager under its investment advisory
agreement; b) supplies the fund with office facilities
(which may be in SSB Citi's own offices), statistical and
research data, data processing services, clerical,
accounting and bookkeeping services, including, but not
limited to, the calculation of (i) the net asset value of
shares of the fund, (ii) applicable contingent deferred
sales charges ("deferred sales charge") and similar fees and
charges and (iii) distribution fees, internal auditing and
legal services, internal executive and administrative
services, and stationary and office supplies; and (c)
prepares reports to shareholders of the fund, tax returns
and reports to and filings with the SEC and state blue sky
authorities.

As compensation for administrative services rendered to each
fund, the administrator receives a fee computed daily and
paid monthly at the annual rate of 0.20% of each fund's
average daily net assets.


The funds paid the administrator administration fees and the
administrator waived fees and reimbursed expenses as
follows:

For the fiscal year ended






November 30, 1997

November 30, 1998

November 30, 1999



Fund


Fees
Paid
Fees
Waived
and
Expenses
Reimburse
d


Fees
Paid
Fees
Waived and
Expenses
Reimbursed
Fees
Paid
Fees Waived
and
Expenses
Reimbursed
California
Fund
$
13,518
$
42,058
$
31,840
$   30,958
$42,1
12
$  31,159
New York Fund
33,023
66,858
65,508

42,120
88,22
4
    37,941


The trust bears expenses incurred in its operation,
including: taxes, interest, brokerage fees and commissions,
if any; fees of trustees who are not officers, directors,
shareholders or employees of Salomon Smith Barney or SSB
Citi, Securities and Exchange Commission ("SEC") fees and
state Blue Sky qualification fees; charges of custodians;
transfer and dividend disbursing agent fees; certain
insurance premiums; outside auditing and legal expenses;
costs of maintaining corporate existence; costs of investor
services (including allocated telephone and personnel
expenses); costs of preparing and printing prospectuses for
regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and shareholder
meetings; and meetings of the officers or board of trustees
of the trust.

Auditors

KPMG LLP, independent auditors, 345 ParkAvenue, New York,
New York 100174, have been selected to serve as auditors of
the trust and to render opinions on the fund's financial
statements for the fiscal year ended November 30, 2000.

Custodian, Transfer Agent and Sub-Transfer Agent

PNC Bank, National Association ("PNC" or "custodian"),
located at 17th and Chestnut Streets, Philadelphia,
Pennsylvania, 19103, serves as the custodian of the fund.
Under its custody agreement with the fund, PNC holds the
fund's securities and keeps all necessary accounts and
records. For its services, PNC receives a monthly fee based
upon the month-end market value of securities held in
custody and also receives securities transactions charges.
The assets of the fund are held under bank custodianship in
compliance with the 1940 Act.

 Smith Barney Private Trust Company (the "transfer agent"),
located at 388 Greenwich Street, New York, New York 10013
serves as the transfer agent and shareholder services agent
for the fund.

PFPC Global Fund Services ("PFPC" or "sub-transfer agent"),
located at Exchange Place, Boston, Massachusetts 02109,
serves as the trust's sub-transfer agent.  Under the
transfer agency agreement, the sub-transfer agent maintains
the shareholder account records for the trust, handles
certain communications between shareholders and the trust
and distributes dividends and distributions payable by the
trust.  For these services, the sub-transfer agent receives
a monthly fee computed on the basis of the number of
shareholder accounts it maintains for the trust during the
month, and is reimbursed for out-of-pocket expenses.

Code of Ethics. Pursuant to Rule 17j-1 of the 1940 Act, the
funds, their investment advisers and principal underwriter
have adopted codes of ethics that permit personnel to invest
in securities for their own accounts, including securities
that may be purchased or held by the funds.  All personnel
must place the interests of clients first and avoid
activities, interests and relationships that might interfere
with the duty to make decisions in the best interests of the
clients.  All personal securities transactions by employees
must adhere to the requirements of the codes and must be
conducted in such a manner as to avoid any actual or
potential conflict of interest, the appearance of such a
conflict, or the abuse of an employee's position of trust
and responsibility.

A copy of the funds' Code of Ethics is on file with the
Securities and Exchange Commission.


Distributor

CFBDS, Inc. serves as the fund's distributor pursuant to a
written agreement dated October 8, 1998 (the "Distribution
Agreement") which was approved by the fund's Board of
Directors, including a majority of the Independent Directors
on July 15, 1998.  Prior to the merger of Travelers Group,
Inc. and Citicorp Inc. on October 8, 1998, Salomon Smith
Barney served as the fund's distributor. Salomon Smith
Barney continues to sell the funds shares as part of the
selling group.
Commissions on Class A Shares.  For the and 1997 fiscal
year, the aggregate dollar amount of commissions on Class A
shares, all of which was paid to Salomon Smith Barney, is as
follows:

Class A

Name of Fund
Fiscal Year
Ended
11/30/97


California Fund
$  37,000


New York Fund
    46,000



For the period December 1, 1997 through October 7, 1998 and
for the period October 8, 1998 through November 30, 1998,
and fiscal year ended November 30, 1999 the aggregate dollar
amounts of commissions on Class A shares, are as follows:

Class A

Name of Fund
12/01/97
through
10/07/98*
10/08/98
through
11/30/98**
Fiscal year
ended
11/30/99***
California Fund
$  8,000
$  65,000
$  76,500
New York Fund
  27,000
    59,000
  107,100
*The entire amount was paid to Salomon Smith Barney.
** The following amounts were paid to Salomon Smith Barney:
$58,500 and $53,100 with regard to the California Fund and
the New York Fund, respectively.
***The following amounts were paid to Salomon Smith Barney:
$8,500 and $11,900 with regard to the California Fund and
the New York
Fund, respectively.

Commissions on Class L Shares.  For the period June 12, 1998
through October 7, 1998 and for the period October 8, 1998
through November 30, 1998 and for the fiscal year ended
1999, the aggregate dollar amounts of commission on Class L
shares are as follows:



Class L
(On June 12, 1998, Class C shares were
renamed Class L Shares)*

Name of Fund
06/12/98
through
10/07/98*
10/08/98
through
11/30/98**
Fiscal year
Ended
11/30/99***
California Fund
$  4,000
$  65,000
$  8,000
New York Fund
    3,000
    59,000
    16,000
*The entire amount was paid to Salomon Smith Barney.
** The following amounts were paid to Salomon Smith Barney:
$7,200 and $14,400 with regard to the California Fund and
the New York Fund, respectively.
***The following amounts were paid to Salomon Smith Barney:
$1,200 and $1,800 with regard to the California Fund and the
New York
Fund, respectively.

Deferred Sales Charges on Class A and L Shares  For the
1997, 1998 and 1999 fiscal years, the following deferred
sales charges were paid to Salomon Smith Barney on
redemptions of the funds' shares:


Class A

Name of Fund
Fiscal Year
Ended
11/30/97
Fiscal Year
Ended 11/30/98
Fiscal Year
Ended 11/30/99
California Fund
$0
$0
$0
New York Fund
1,000
3,000
0



Class L
(On June 12, 1998, Class C shares were
renamed Class L Shares)

Name of Fund
Fiscal Year
Ended
11/30/97
Fiscal Year
Ended 11/30/98
Fiscal Year
Ended 11/30/99
California Fund
$1,000
$  1,000
$  2,000
New York Fund
 1,000
    4,000
    3,000

When payment is made by the investor before the settlement
date, unless otherwise requested in writing by the investor,
the funds will be held as a free credit balance in the
investor's brokerage account and Smith Barney may benefit
from the temporary use of the funds. The trust's board of
trustees has been advised of the benefits to Salomon Smith
Barney resulting from these settlement procedures and will
take such benefits into consideration when reviewing the
Advisory, Administration and Distribution Agreements for
continuance.

California Fund

For the fiscal year ended November 30, 1999, Salomon Smith
Barney incurred distribution expenses totaling $74,646
consisting of $6,606 for advertising, $362 for printing of
prospectuses, $32,024 for support services, $35,448 to
Salomon Smith Barney Financial Consultants, and $206 in
accruals for interest on the excess of Salomon Smith Barney
expenses incurred in distribution of the funds' shares over
the sum of the distribution fees and deferred sales charge
received by Salomon Smith Barney from the fund.

New York Fund

For the fiscal year ended November 30, 1999, Salomon Smith
Barney incurred distribution expenses totaling approximately
$127,828 consisting of $11,460 for advertising, $348 for
printing of prospectuses, $56,936 for support services,
$58,673 to Salomon Smith Barney Financial Consultants, and
$411 in accruals for interest on the excess of Salomon Smith
Barney expenses incurred in distribution of the funds'
shares over the sum of the distribution fees and deferred
sales charge received by Salomon Smith Barney from the fund.

Distribution Arrangements for the New York and California
Fund

To compensate Salomon Smith Barney for the services it
provides and for the expense it bears, the trust has adopted
a services and distribution plan (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act.  Under the Plan, both the New
York and California Fund pays Salomon Smith Barney a service
fee, accrued daily and paid monthly, calculated at the
annual rate of 0.15% of the value of the fund's average
daily net assets attributable to the fund's Class A and
Class L shares.  In addition, each fund pays Salomon Smith
Barney a distribution fee with respect to the Class L shares
primarily intended to compensate Smith Barney for its
initial expense of paying its Financial Consultants a
commission upon sales of those shares.  The Class L
distribution fee is calculated at the annual rate of 0.20%
of the value of each fund's average net assets attributable
to the shares of the Class.  The following service and
distribution fees were incurred during the periods
indicated:

DISTRIBUTION  PLAN FEES




California Fund:

Year Ended
11/30/99

Year Ended
11/30/98

Year Ended
11/30/97

Class A
$46,3
19
$39,973
$37,151
Class L
19,0
55
15,564
9,596
New York Fund:



Class A
86,8
40
76,471
$72,443
Class L
18,1
62
9,917
5,758

PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities for each fund are made
by the manager, subject to the overall review of the trust's
board of trustees.  Although investment decisions for each
fund are made independently from those of the other accounts
managed by the manager, investments of the type that a fund
may make also may be made by those other accounts.  When a
fund and one or more other accounts managed by the manager
are prepared to invest in, or desire to dispose of, the same
security, available investments or opportunities for sales
will be allocated in a manner believed by the manager to be
equitable to each.  In some cases, this procedure may
adversely affect the price paid or received by a fund or the
size of the position obtained or disposed of by a fund.  The
trust has paid no brokerage commissions since its
commencement of operations.

Allocation of transactions on behalf of the funds, including
their frequency, to various dealers is determined by the
manager in its best judgment and in a manner deemed fair and
reasonable to the funds' shareholders.  The primary
considerations of the manager in allocating transactions are
availability of the desired security and the prompt
execution of orders in an effective manner at the most
favorable prices.  Subject to these considerations, dealers
that provide supplemental investment research and
statistical or other services to the manager may receive
orders for portfolio transactions by a fund.  Information so
received is in addition to, and not in lieu of, services
required to be performed by the manager, and the fees of the
manager are not reduced as a consequence of their receipt of
the supplemental information.  The information may be useful
to the manager in serving both a fund and other clients, and
conversely, supplemental information obtained by the
placement of business of other clients may be useful to the
manager in carrying out its obligations to a fund.

No fund will purchase U.S. government securities or
Municipal Obligations during the existence of any
underwriting or selling group relating to the securities, of
which the Adviser is a member, except to the extent
permitted by the SEC. Under certain circumstances, a fund
may be at a disadvantage because of this limitation in
comparison with other funds that have similar investment
objectives but that are not subject to a similar limitation.

The trust has paid no brokerage commissions for portfolio
transactions since its commencement of operations.
Portfolio securities transactions on behalf of the fund are
placed by the manager with a number of brokers and dealers,
including Salomon Smith Barney.  Salomon Smith Barney has
advised the fund that in transactions with the fund, Salomon
Smith Barney charges a commission rate at least as favorable
as the rate that Salomon Smith Barney charges its comparable
unaffiliated customers in similar transactions.

PORTFOLIO TURNOVER

While a fund's portfolio turnover rate (the lesser of
purchases or sales of portfolio securities during the year,
excluding purchases or sales of short-term securities,
divided by the monthly average value of portfolio
securities) is generally not expected to exceed 100%, it has
in the past exceeded 100% with respect to these funds.  The
rate of turnover will not be a limiting factor, however,
when a fund deems it desirable to sell or purchase
securities.  This policy should not result in higher
brokerage commissions to a fund, as purchases and sales of
portfolio securities are usually effected as principal
transactions.  Securities may be sold in anticipation of a
rise in interest rates (market decline) or purchased in
anticipation of a decline in interest rates (market rise)
and later sold.  In addition, a security may be sold and
another security of comparable quality purchased at
approximately the same time to take advantage of what the
fund believes to be a temporary disparity in the normal
yield relationship between the two securities.  These yield
disparities may occur for reasons not directly related to
the investment quality of particular issues or the general
movement of interest rates, such as changes in the overall
demand for, or supply of, various types of tax-exempt
securities.


The portfolio turnover rates are as follows:


Fund

Year Ended
11/30/99

Year Ended
11/30/98



California Fund

29%
8%


New York Fund

23%
53%



PURCHASE OF SHARES
Sales Charge Alternatives

The following classes of shares are available for purchase.
See the prospectus for a discussion of factors to consider
in selecting which Class of shares to purchase.

Class A Shares.  Class A shares are sold to investors at the
public offering price, which is the net asset value plus an
initial sales charge as follows:




Amount of
Investment

Sales Charge as
a %
Of Transaction

Sales Charge as
a %
Of Amount
Invested
Dealers'
Reallowance as %
Of Offering Price
Less than
$500,000
   2.00%
   2.04%
   1.80%
$500,000 and over
*
*
*

*  Purchases of Class A shares of $500,000 or more will be
made at net asset value without any initial sales charge,
but will be subject to a deferred sales charge of 1.00% on
redemptions made within 12 months of purchase. The
deferred sales charge on Class A shares is payable to
Salomon Smith Barney, which compensates Salomon Smith
Barney Financial Consultants and other dealers whose
clients make purchases of $500,000 or more. The deferred
sales charge is waived in the same circumstances in which
the deferred sales charge applicable to Class L shares is
waived. See "Purchase of Shares-Deferred Sales Charge
Provisions" and "Purchase of Shares-Waivers of Deferred
Sales Charge."

Members of the selling group may receive up to 90% of the
sales charge and may be deemed to be underwriters of the
fund as defined in the Securities Act of 1933, as amended.
The reduced sales charges shown above apply to the aggregate
of purchases of Class A shares of the fund made at one time
by "any person," which includes an individual and his or her
immediate family, or a trustee or other fiduciary of a
single trust estate or single fiduciary account.

Class L Shares.  Class L shares are sold with an initial
sales charge of 1.00% (which is equal to 1.01% of the amount
invested) and are subject to a deferred sales charge payable
upon certain redemptions.  See "Deferred Sales Charge
Provisions" below.  Until June 22, 2001 purchases of Class L
shares by investors who were holders of Class C shares of
the fund on June 12, 1998 will not be subject to the 1%
initial sales charge.

Class Y Shares.  Class Y shares are sold without an initial
sales charge or deferred sales charge and are available only
to investors investing a minimum of $15,000,000 (except
purchases of Class Y shares by Smith Barney Concert
Allocation Series Inc., for which there is no minimum
purchase amount).

General

Investors may purchase shares from a Salomon Smith Barney
Financial Consultant or a Dealer Representative.  In
addition, certain investors may purchase shares directly
from the fund.  When purchasing shares of the fund,
investors must specify whether the purchase is for Class A,
Class L or Class Y shares.  Salomon Smith Barney and Dealer
Representatives may charge their customers an annual account
maintenance fee in connection with a brokerage account
through which an investor purchases or holds shares.
Accounts held directly at the sub-transfer agent are not
subject to a maintenance fee.

Investors in Class A and Class L shares may open an account
in the fund by making an initial investment of at least
$1,000 for each account, in the fund. Investors in Class Y
shares may open an account by making an initial investment
of $15,000,000. Subsequent investments of at least $50 may
be made for all Classes. For shareholders purchasing shares
of the fund through the Systematic Investment Plan on a
monthly basis, the minimum initial investment requirement
for Class A and Class L shares and subsequent investment
requirement for all Classes is $25. For shareholders
purchasing shares of the fund through the Systematic
Investment Plan on a quarterly basis, the minimum initial
investment required for Class A and Class L shares and the
subsequent investment requirement for all Classes is $50.
There are no minimum investment requirements for Class A
shares for employees of Citigroup and its subsidiaries,
including Salomon Smith Barney, unitholders who invest
distributions from a Unit Investment Trust ("UIT") sponsored
by Salomon Smith Barney, and Directors/Trustees of any of
the Smith Barney mutual funds, and their spouses and
children. The fund reserves the right to waive or change
minimums, to decline any order to purchase its shares and to
suspend the offering of shares from time to time. Shares
purchased will be held in the shareholder's account by the
sub-transfer agent. Share certificates are issued only upon
a shareholder's written request to the sub-transfer agent.
It is not recommended that the fund be used as a vehicle for
Keogh, IRA or other qualified retirement plans.

Purchase orders received by the fund or a Salomon Smith
Barney Financial Consultant prior to the close of regular
trading on the NYSE, on any day the fund calculates its net
asset value, are priced according to the net asset value
determined on that day (the ''trade date'').  Orders
received by a Dealer Representative prior to the close of
regular trading on the NYSE on any day the fund calculates
its net asset value, are priced according to the net asset
value determined on that day, provided the order is received
by the fund or the fund's agent prior to its close of
business. For shares purchased through Salomon Smith Barney
or a Dealer Representative purchasing through Salomon Smith
Barney, payment for shares of the fund is due on the third
business day after the trade date. In all other cases,
payment must be made with the purchase order.

Systematic Investment Plan.  Shareholders may make additions
to their accounts at any time by purchasing shares through a
service known as the Systematic Investment Plan.  Under the
Systematic Investment Plan, Salomon Smith Barney or the sub-
transfer agent is authorized through preauthorized transfers
of at least $25 on a monthly basis or at least $50 on a
quarterly basis to charge the shareholder's account held
with a bank or other financial institution on a monthly or
quarterly basis as indicated by the shareholder, to provide
for systematic additions to the shareholder's fund account.
A shareholder who has insufficient funds to complete the
transfer will be charged a fee of up to $25 by Salomon Smith
Barney or the sub-transfer agent.  The Systematic Investment
Plan also authorizes Salomon Smith Barney to apply cash held
in the shareholder's Salomon Smith Barney brokerage account
or redeem the shareholder's shares of a Smith Barney money
market fund to make additions to the account. Additional
information is available from the fund or a Salomon Smith
Barney Financial Consultant or a Dealer Representative.
Sales Charge Waivers and Reductions

Initial Sales Charge Waivers.  Purchases of Class A shares
may be made at net asset value without a sales charge in the
following circumstances: (a) sales to (i) Board Members and
employees of Citigroup and its subsidiaries and any
Citigroup affiliated funds including the Smith Barney mutual
funds (including retired Board Members and employees); the
immediate families of such persons (including the surviving
spouse of a deceased Board Member or employee); and to a
pension, profit-sharing or other benefit plan for such
persons and (ii) employees of members of the National
Association of Securities Dealers, Inc., provided such sales
are made upon the assurance of the purchaser that the
purchase is made for investment purposes and that the
securities will not be resold except through redemption or
repurchase; (b) offers of Class A shares to any other
investment company to effect the combination of such company
with the fund by merger, acquisition of assets or otherwise;
(c) purchases of Class A shares by any client of a newly
employed Salomon Smith Barney Financial Consultant (for a
period up to 90 days from the commencement of the Financial
Consultant's employment with Salomon Smith Barney), on the
condition the purchase of Class A shares is made with the
proceeds of the redemption of shares of a mutual fund which
(i) was sponsored by the Financial Consultant's prior
employer, (ii) was sold to the client by the Financial
Consultant and (iii) was subject to a sales charge; (d)
purchases by shareholders who have redeemed Class A shares
in the fund (or Class A shares of another Smith Barney
mutual fund that is offered with a sales charge) and who
wish to reinvest their redemption proceeds in the m,
provided the reinvestment is made within 60 calendar days of
the redemption; (e) purchases by accounts managed by
registered investment advisory subsidiaries of Citigroup;
(f) investments of distributions from or proceeds from a
sale of a UIT sponsored by Salomon Smith Barney; and
(g) purchases by investors participating in a Salomon Smith
Barney fee-based arrangement. In order to obtain such
discounts, the purchaser must provide sufficient information
at the time of purchase to permit verification that the
purchase would qualify for the elimination of the sales
charge.

Right of Accumulation.  Class A shares of the fund may be
purchased by ''any person'' (as defined above) at a reduced
sales charge or at net asset value determined by aggregating
the dollar amount of the new purchase and the total net
asset value of all Class A shares of the fund and of other
Smith Barney mutual funds that are offered with a sales
charge as currently listed under ''Exchange Privilege'' then
held by such person and applying the sales charge applicable
to such aggregate.  In order to obtain such discount, the
purchaser must provide sufficient information at the time of
purchase to permit verification that the purchase qualifies
for the reduced sales charge.  The right of accumulation is
subject to modification or discontinuance at any time with
respect to all shares purchased thereafter.

Letter of Intent - Class A Shares.  A Letter of Intent for
an amount of $50,000 or more provides an opportunity for an
investor to obtain a reduced sales charge by aggregating
investments over a 13 month period, provided that the
investor refers to such Letter when placing orders.  For
purposes of a Letter of Intent, the ''Amount of Investment''
as referred to in the preceding sales charge table includes
(i) all Class A shares of the fund and other Smith Barney
mutual funds offered with a sales charge acquired during the
term of the letter plus (ii) the value of all Class A shares
previously purchased and still owned.  Each investment made
during the period receives the reduced sales charge
applicable to the total amount of the investment goal.  If
the goal is not achieved within the period, the investor
must pay the difference between the sales charges applicable
to the purchases made and the charges previously paid, or an
appropriate number of escrowed shares will be redeemed.  The
term of the Letter will commence upon the date the Letter is
signed, or at the options of the investor, up to 90 days
before such date.  Please contact a Salomon Smith Barney
Financial Consultant or the transfer agent obtain a Letter
of Intent application.

Letter of Intent - Class Y Shares.  A Letter of Intent may
also be used as a way for investors to meet the minimum
investment requirement for Class Y shares (except purchases
of Class Y shares by Smith Barney Concert Allocation Series
Inc., for which there is no minimum purchase amount).  Such
investors must make an initial minimum purchase of
$5,000,000 in Class Y shares of the fund and agree to
purchase a total of $15,000,000 of Class Y shares of the
fund within 13 months from the date of the Letter. If a
total investment of $15,000,000 is not made within the 13-
month period, all Class Y shares purchased to date will be
transferred to Class A shares, where they will be subject to
all fees (including a service fee of 0.15%) and expenses
applicable to the fund's Class A shares, which may include a
deferred sales charge of 1.00%. Please contact a Salomon
Smith Barney Financial Consultant or the transfer agent
further information.

Deferred Sales Charge Provisions

''Deferred Sales Charge Shares'' are: (a) Class L shares;
and (b) Class A shares that were purchased without an
initial sales charge but are subject to a deferred sales
charge.  A deferred sales charge may be imposed on certain
redemptions of these shares.

Any applicable deferred sales charge will be assessed on an
amount equal to the lesser of the original cost of the
shares being redeemed or their net asset value at the time
of redemption. Deferred Sales Charge Shares that are
redeemed will not be subject to a deferred sales charge to
the extent the value of such shares represents: (a) capital
appreciation of fund assets; (b) reinvestment of dividends
or capital gain distributions; (c) with respect to Class L
shares and Class A shares that are Deferred Sales Charge
Shares, shares redeemed more than 12 months after their
purchase.

Class L shares and Class A shares that are Deferred Sales
Charge Shares are subject to a 1.00% deferred sales charge
if redeemed within 12 months of purchase. In circumstances
in which the deferred sales charge is imposed on Class B
shares, the amount of the charge will depend on the number
of years since the shareholder made the purchase payment
from which the amount is being redeemed.  Solely for
purposes of determining the number of years since a purchase
payment, all purchase payments made during a month will be
aggregated and deemed to have been made on the last day of
the preceding Salomon Smith Barney statement month.

In determining the applicability of any deferred sales
charge, it will be assumed that a redemption is made first
of shares representing capital appreciation, next of shares
representing the reinvestment of dividends and capital gain
distributions and finally of other shares held by the
shareholder for the longest period of time.  The length of
time that Deferred Sales Charge Shares acquired through an
exchange have been held will be calculated from the date the
shares exchanged were initially acquired in one of the other
Smith Barney mutual funds, and fund shares being redeemed
will be considered to represent, as applicable, capital
appreciation or dividend and capital gain distribution
reinvestments in such other funds. For Federal income tax
purposes, the amount of the deferred sales charge will
reduce the gain or increase the loss, as the case may be, on
the amount realized on redemption. The amount of any
deferred sales charge will be paid to Salomon Smith Barney.
To provide an example, assume an investor purchased 100
Class B shares of the fund at $10 per share for a cost of
$1,000.  Subsequently, the investor acquired 5 additional
shares of the fund through dividend reinvestment.  During
the fifteenth month after the purchase, the investor decided
to redeem $500 of his or her investment.  Assuming at the
time of the redemption the net asset value had appreciated
to $12 per share, the value of the investor's shares would
be $1,260 (105 shares at $12 per share). The deferred sales
charge would not be applied to the amount which represents
appreciation ($200) and the value of the reinvested dividend
shares ($60).  Therefore, $240 of the $500 redemption
proceeds ($500 minus $260) would be charged at a rate of
4.00% (the applicable rate for Class B shares) for a total
deferred sales charge of $9.60.

Waivers of Deferred Sales Charge

The deferred sales charge will be waived on: (a) exchanges
(see ''Exchange Privilege''); (b) automatic cash withdrawals
in amounts equal to or less than 1.00% per month of the
value of the shareholder's shares at the time the withdrawal
plan commences (see ''Automatic Cash Withdrawal Plan'')
(however, automatic cash withdrawals in amounts equal to or
less than 2.00% per month of the value of the shareholder's
shares will be permitted for withdrawal plans established
prior to November 7, 1994); (c) redemptions of shares within
12 months following the death or disability of the
shareholder; (d) involuntary redemptions; and
(e) redemptions of shares to effect a combination of the
fund with any investment company by merger, acquisition of
assets or otherwise. In addition, a shareholder who has
redeemed shares from other Smith Barney mutual funds may,
under certain circumstances, reinvest all or part of the
redemption proceeds within 60 days and receive pro rata
credit for any deferred sales charge imposed on the prior
redemption.

Deferred sales charge waivers will be granted subject to
confirmation (by Salomon Smith Barney in the case of
shareholders who are also Salomon Smith Barney clients or by
the transfer agent in the case of all other shareholders) of
the shareholder's status or holdings, as the case may be.

Volume Discounts

The schedule of sales charges on Class A shares described in
the prospectus applies to purchases made by any "purchaser,"
which is defined to include the following: (a) an
individual; (b) an individual's spouse and his or her
children purchasing shares for their own account; (c) a
trustee or other fiduciary purchasing shares for a single
trust estate or single fiduciary account; and (d) a trustee
or other professional fiduciary (including a bank, or an
investment adviser registered with the SEC under the
Investment Advisers Act of 1940, as amended) purchasing
shares of the fund for one or more trust estates or
fiduciary accounts.  Purchasers who wish to combine purchase
orders to take advantage of volume discounts on Class A
shares should contact a Salomon Smith Barney Financial
Consultant.

Determination of Public Offering Price

Each fund offers its shares to the public on a continuous
basis.  The public offering price for a Class A and Class Y
share of the fund is equal to the net asset value per share
at the time of purchase, plus for Class A shares an initial
sales charge based on the aggregate amount of the
investment.  The public offering price for a Class L share
(and Class A share purchases, including applicable rights of
accumulation, equaling or exceeding $500,000) is equal to
the net asset value per share at the time of purchase and no
sales charge is imposed at the time of purchase.  A deferred
sales charge, however, is imposed on certain redemptions of
Class L shares, and Class A shares when purchased in amounts
exceeding $500,000.  The method of computation of the public
offering price is shown in each fund's financial statements,
incorporated by reference in their entirety into this SAI.

REDEMPTION OF SHARES

The right of redemption of shares of either fund may be
suspended or the date of payment postponed (a) for any
periods during which the New York Stock Exchange, Inc. (the
"NYSE") is closed (other than for customary weekend and
holiday closings), (b) when trading in the markets the fund
normally utilizes is restricted, or an emergency exists, as
determined by the SEC, so that disposal of the fund's
investments or determination of its net asset value is not
reasonably practicable or (c) for any other periods as the
SEC by order may permit for the protection of the fund's
shareholders.

If the shares to be redeemed were issued in certificate
form, the certificates must be endorsed for transfer (or be
accompanied by an endorsed stock power) and must be
submitted to the sub-transfer agent together with the
redemption request.  Any signature appearing on a share
certificate, stock power or written redemption request in
excess of $10,000 must be guaranteed by an eligible
guarantor institution such as a domestic bank, savings and
loan institution, domestic credit union, member bank of the
Federal Reserve System or member firm of a national
securities exchange.  Written redemption requests of $10,000
or less do not require a signature guarantee unless more
than one such redemption request is made in any 10-day
period or the redemption proceeds are to be sent to an
address other than the address of record.  Unless otherwise
directed, redemption proceeds will be mailed to an
investor's address of record.  The transfer agent require
additional supporting documents for redemptions made by
corporations, executors, administrators, trustees or
guardians.  A redemption request will not be deemed properly
received until the transfer agent  receives all required
documents in proper form.

If a shareholder holds shares in more than one Class, any
request for redemption must specify the Class being
redeemed.  In the event of a failure to specify which Class,
or if the investor owns fewer shares of the Class than
specified, the redemption request will be delayed until the
transfer agent receives further instructions from Salomon
Smith Barney, or if the shareholder's account is not with
Salomon Smith Barney, from the shareholder directly.  The
redemption proceeds will be remitted on or before the third
business day following receipt of proper tender, except on
any days on which the NYSE is closed or as permitted under
the 1940 Act, in extraordinary circumstances.  Generally, if
the redemption proceeds are remitted to a Salomon Smith
Barney brokerage account, these funds will not be invested
for the shareholder's benefit without specific instruction
and Salomon Smith Barney will benefit from the use of
temporarily uninvested funds.  Redemption proceeds for
shares purchased by check, other than a certified or
official bank check, will be remitted upon clearance of the
check, which may take up to fifteen days or more.

Distribution in Kind

If the board of trustees of the trust determines that it
would be detrimental to the best interests of the remaining
shareholders to make a redemption payment wholly in cash, a
fund may pay, in accordance with SEC rules, any portion of a
redemption in excess of the lesser of $250,000 or 1.00% of
the fund's net assets by a distribution in kind of portfolio
securities in lieu of cash.  Securities issued as a
distribution in kind may incur brokerage commissions when
shareholders subsequently sell those securities.

Automatic Cash Withdrawal Plan

An automatic cash withdrawal plan (the "Withdrawal Plan") is
available to shareholders of any fund who own shares of the
fund with a value of at least $10,000 and who wish to
receive specific amounts of cash monthly or quarterly.
Withdrawals of at least $50 may be made under the Withdrawal
Plan by redeeming as many shares of the fund as may be
necessary to cover the stipulated withdrawal payment.  Any
applicable deferred sales charge will not be waived on
amounts withdrawn by shareholders that exceed 1.00% per
month of the value of a shareholder's shares at the time the
Withdrawal Plan commences.  (With respect to Withdrawal
Plans in effect prior to November 7, 1994, any applicable
deferred sales charge will be waived on amounts withdrawn
that do not exceed 2.00% per month of the value of a
shareholder's shares at the time the Withdrawal Plan
commences). To the extent that withdrawals exceed dividends,
distributions and appreciation of a shareholder's investment
in a fund, continued withdrawal payments will reduce the
shareholder's investment, and may ultimately exhaust it.
Withdrawal payments should not be considered as income from
investment in a fund.  Furthermore, as it generally would
not be advantageous to a shareholder to make additional
investments in the fund at the same time he or she is
participating in the Withdrawal Plan in amounts of less than
$5,000 ordinarily will not be permitted.

Shareholders of a fund who wish to participate in the
Withdrawal Plan and who hold their shares of the fund in
certificate form must deposit their share certificates with
the sub-transfer agent as agent for Withdrawal Plan members.
All dividends and distributions on shares in the Withdrawal
Plan are reinvested automatically at net asset value in
additional shares of the fund involved.  A shareholder who
purchases shares directly through the sub-transfer agent may
continue to do so and applications for participation in the
Withdrawal Plan must be received by the sub-transfer agent
no later than the eighth day of the month to be eligible for
participation beginning with that month's withdrawal.  For
additional information, shareholders should contact a
Salomon Smith Barney Financial Consultant or your Dealer
Representative or the sub-transfer agent.

VALUATION OF SHARES

The net asset value per share of each fund's Classes is
calculated on each day, Monday through Friday, except days
on which the NYSE is closed.  The NYSE currently is
scheduled to be closed on New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas, and
on the preceding Friday or subsequent Monday when one of
these holidays falls on a Saturday or Sunday, respectively.
Because of the differences in distribution fees and Class-
specific expenses, the per share net asset value of each
Class may differ.  The following is a description of the
procedures used by the trust in valuing its assets.

In carrying out valuation policies adopted by the trust's
board of trustees for the New York Fund and California Fund,
the administrator, may consult with an independent pricing
service (the "Pricing Service") retained by the trust.  Debt
securities of domestic issuers (other than U.S. government
securities and short-term investments), including Municipal
Obligations, are valued by the manager after consultation
with the Pricing Service.  U.S. government securities will
be valued at the mean between the closing bid and asked
prices on each day, or, if market quotations for those
securities are not readily available, at fair value, as
determined in good faith by the trust's board of trustees.
With respect to other securities held by the fund, when, in
the judgment of the Pricing Service, quoted bid prices for
investments are readily available and are representative of
the bid side of the market, these investments are valued at
the mean between the quoted bid prices and asked prices.
Investments for which no readily obtainable market
quotations are available, in the judgment of the Pricing
Service, are carried at fair value as determined by the
Pricing Service.  The procedures of the Pricing Service are
reviewed periodically by the officers of the trust under the
general supervision and responsibility of the board of
trustees.

EXCHANGE PRIVILEGE

Except as noted below, shareholders of any of the Smith
Barney mutual funds may exchange all or part of their shares
for shares of the same Class of other Smith Barney mutual
funds, on the basis of relative net asset value per share at
the time of exchange as follows:

A.	Class A shares of the fund may be exchanged
without a sales charge for Class A shares of any of
the Smith Barney mutual funds.

B.	Class L shares of any fund may be exchanged
without a sales charge.  For purposes of deferred
sales charge applicability, Class L shares of the fund
exchanged for Class L shares of another Smith Barney
mutual fund will be deemed to have been owned since
the date the shares being exchanged were deemed to be
purchased.

The exchange privilege enables shareholders in any Smith
Barney mutual fund to acquire shares of the same Class in a
fund with different investment objectives when they believe
a shift between funds is an appropriate investment decision.
This privilege is available to shareholders residing in any
state in which the fund shares being acquired may legally be
sold.  Prior to any exchange, the shareholder should obtain
and review a copy of the current prospectus of each fund
into which an exchange is being considered.  Prospectuses
may be obtained from a Salomon Smith Barney Financial
Consultant.

Upon receipt of proper instructions and all necessary
supporting documents, shares submitted for exchange are
redeemed at the then-current net asset value and, subject to
any applicable deferred sales charge, the proceeds are
immediately invested, at a price as described above, in
shares of the fund being acquired.  Smith Barney reserves
the right to reject any exchange request. The exchange
privilege may be modified or terminated at any time after
written notice to shareholders.

Additional Information Regarding the Exchange Privilege.
Although the exchange privilege is an important benefit,
excessive exchange transactions can be detrimental to either
the fund's performance or its shareholders.  The manager may
determine that a pattern of frequent exchanges is excessive
and contrary to the best interests of the fund's other
shareholders.  In this event, each fund may, at its
discretion, decide to limit additional purchases and/or
exchanges by a shareholder.  Upon such a determination, the
fund will provide notice in writing or by telephone to the
shareholder at least 15 days prior to suspending the
exchange privilege and during the 15 day period the
shareholder will be required to (a) redeem his or her shares
in the fund or (b) remain invested in the fund or exchange
into any of the funds of the Smith Barney mutual funds
ordinarily available, which position the shareholder would
be expected to maintain for a significant period of time.
All relevant factors will be considered in determining what
constitutes an abusive pattern of exchanges.

Additional Information Regarding Telephone Redemption and
Exchange Program.

Neither the funds nor their agents will be liable for
following instructions communicated by telephone that are
reasonably believed to be genuine.  The funds nor their
agents will employ procedures designed to verify the
identity of the caller and legitimacy of instructions (for
example, a shareholder's name and account number will be
required and phone calls may be recorded).  Each fund
reserves the right to suspend, modify or discontinue the
telephone redemption and exchange program or to impose a
charge for this service at any time following at least seven
(7) days prior notice to shareholders.


PERFORMANCE DATA

From time to time, the trust may quote a fund's yield or
total return in advertisements or in reports and other
communications to shareholders.  The trust may include
comparative performance information in advertising or
marketing each fund's shares.  Such performance information
may include the following industry and financial
publications- Barron's, Business Week, CDA Investment
Technologies, Inc., Changing Times, Forbes, Fortune,
Institutional Investor, Investors Business Daily, Money,
Morningstar Mutual Fund Values, The New York Times, USA
Today and The Wall Street Journal.  To the extent any
advertisement or sales literature of a fund describes the
expenses or performance of any Class it will also disclose
such information for the other Classes.

Yield and Equivalent Taxable Yield

A fund's 30-day yield described in the Prospectuses is
calculated according to a formula prescribed by the SEC,
expressed as follows:

					Yield = 2[(A - B + 1)6 - 1]

Where:	a  =	Dividends and interest
earned during the period
			b  =	Expenses accrued for the
period (net of reimbursements)
				c  =	The average daily number of
shares outstanding during the
period that were entitled to
receive dividends
				d  =	The maximum offering price per
share on the last day of the
period
For the purpose of determining the interest earned (variable
"a" in the formula) on debt obligations that were purchased
by a fund at a discount or premium, the formula generally
calls for amortization of the discount or premium; the
amortization schedule will be adjusted monthly to reflect
changes in the market values of the debt obligations.
A fund's "equivalent taxable 30-day yield" for a Class is
computed by dividing that portion of the Class' 30-day yield
which is tax-exempt by one minus a stated income tax rate
and adding the product to that portion, if any, of the
Class' yield that is not tax-exempt.
The yield on municipal securities is dependent upon a
variety of factors, including general economic and monetary
conditions, conditions of the municipal securities market,
size of a particular offering, maturity of the obligation
offered and rating of the issue.  Investors should recognize
that, in periods of declining interest rates, a fund's yield
for each Class of shares will tend to be somewhat higher
than prevailing market rates, and in periods of rising
interest rates a fund's yield for each Class of shares will
tend to be somewhat lower.  In addition, when interest rates
are falling, the inflow of net new money to a fund from the
continuous sale of its shares will likely be invested in
portfolio instruments producing lower yields than the
balance of the fund's portfolio, thereby reducing the
current yield of the fund.  In periods of rising interest
rates, the opposite can be expected to occur.
The New York Fund's yield for Class A and Class L shares for
the 30-day period ended November 30, 1999 was 4.29% and
3.50%, respectively.  The equivalent taxable yield for Class
A and Class L shares for that same period was 8.74% and
7.13%, respectively, assuming the payment of Federal income
taxes at a rate of 39.6% and New York taxes at a rate of
11.31%.

The California Fund's yield for Class A, Class L and Class Y
shares for the 30-day period ended November 30, 1999 was
4.05%, 3.42% and 1.38%, respectively.  The equivalent
taxable yield for Class A, Class L and Class Y shares for
that same period was 7.93%, 6.69% and 2.70%, respectively,
assuming the payment of Federal income taxes at a rate of
39.6% and California taxes at a rate of 9.3%.

Average Annual Total Return

A fund's "average annual total return," as described below,
is computed according to a formula prescribed by the SEC.
The formula can be expressed as follows:

P(1 + T)n = ERV

		Where:	P	= 	a hypothetical
initial payment of $1,000.

			T	= 	average annual total
return.

			n	= 	number of years.

			ERV	=	Ending Redeemable Value
of a hypothetical $1,000
investment made at the
beginning of a 1-, 5- or
10-year period at the
end of a 1-, 5- or 10-
year period (or
fractional portion
thereof), assuming
reinvestment of all
dividends and
distributions.


The ERV assumes complete redemption of the hypothetical
investment at the end of the measuring period.  A fund's net
investment income changes in response to fluctuations in
interest rates and the expenses of the fund.

California Fund
Average Annual Total Return



Class of Shares
1-Year
5-Year
10-
Year
Since
Incept
ion1
Class A2

(2.68)
%
 5.87%
N/A
 5.33%
Class L3

(2.74)
%
 5.85%
N/A
 5.93%
Class Y4

(0.40)
%
 N/A
N/A
 4.95%
___________________
1 Class A commenced operations on December 31, 1991,
Class L commenced operations on November 8, 1994, and
Class Y commenced operations on September 8, 1995.
	2	The average annual total return figure assumes that
the maximum 2.00% sales charge has been deducted from
the investment at the time of purchase.  If the
maximum sales charge had not been deducted, the
average annual total return for Class A shares for the
same period would have been (0.70)%, 6.31% and 5.60%
for one year, five years and since inception of the
fund, respectively.
	3	The average annual total return figure assumes that
the maximum applicable initial and deferred sales
charges have been deducted from the investment at the
time of redemption.  If the maximum initial and
deferred sales charge had not been deducted, the
average annual total return for Class L shares for the
same period would have been (0.79)%, 6.07% and 6.14%
for one year, five years and since inception of the
fund, respectively.
4 Class Y shares do not incur sales charges nor deferred
sales charges.

New York Fund 1
Average Annual Total Return



Class of Shares
1-Year
5-Year
10-
Year
Since
incept
ion2
Class A3

(3.17)
%
5.70%
N/A
 5.34%
Class L4

(3.42)
%
N/A
N/A
 5.48%
___________________
	1	There is no information for Class Y shares because no
Class Y shares were outstanding for the periods shown.
	2	Class A commenced operations on December 31, 1991.
Class L commenced operations on December 2, 1994.
	3	The average annual total return figure assumes that
the maximum 2.00% sales charge has been deducted from
the investment at the time of purchase.  If the
maximum sales charge had not been deducted, the
average annual total return for Class A shares for the
same period would have been (1.18)%, 6.13% and 5.61%
for one year, five years and since inception of the
fund, respectively.
	4	The average annual total return figure assumes that
the maximum applicable initial and deferred sales
charges have been deducted from the investment at the
time of redemption.  If the maximum initial and
deferred sales charges had not been deducted, the
average annual total return for Class L shares for the
same period would have been (1.49)% and 5.69% for one
year and since inception of the fund, respectively.


Aggregate Total Return

The fund's "aggregate total return," as described below,
represents the cumulative change in the value of an
investment in the fund for the specified period and is
computed by the following formula:
ERV - P
P

	Where: 	P 	=	a hypothetical initial payment
of $10,000.

				ERV	=	Ending Redeemable Value of a
hypothetical $10,000
investment made at the
beginning of the 1-, 5- or 10-
year period at the end of the
1-, 5- or 10-year period (or
fractional portion thereof),
assuming reinvestment of all
dividends and distributions.

The ERV assumes complete redemption of the hypothetical
investment at the end of the measuring period.

California Fund

Aggregate Annual Total Return



Class of Shares
1-Year
5-Year
10-
Year
Since
incepti
on1
Class A2

(2.68)
%
33.03%
N/A
50.92%
Class L3

(2.74)
%
32.90%
N/A
33.85%
Class Y4

(0.40)
%
N/A
N/A
22.67%
_______________________
1	Class A commenced operations on December 31, 1991,
Class L commenced operations on November 8, 1994, and
Class Y commenced operations on September 8, 1995.
	2	The average annual total return figure assumes that
the maximum 2.00% sales charge has been deducted from
the investment at the time of purchase.  If the
maximum sales charge had not been deducted, the
average annual total return for Class A shares for the
same period would have been (0.70)%, 35.76% and 53.98%
for one year, five years and since inception of the
fund, respectively.
	3	The average annual total return figure assumes that
the maximum applicable initial and deferred sales
charges have been deducted from the investment at the
time of redemption.  If the maximum initial and
deferred sales charges had not been deducted, the
average annual total return for Class L shares for the
same period would have been (0.79)%, 34.27% and 35.23%
for one year, five years and since inception of the
fund, respectively.
	4	Class Y shares do not incur sales charges nor deferred
sales charges.


New York Fund 1

Aggregate Annual Total Return



Class of Shares
1-Year
5-Year
10-
Year
Since
inceptio
n2
Class A3
(3.17)
%
31.93%
N/A
52.85%
Class L4
(3.42)
%
N/A
N/A
32.52%
_______________________
	1	There is no information for Class Y shares because no
Class  Y shares were outstanding for the periods
shown.
	2	Class A commenced operations on December 31, 1991.
Class L commenced operations on December 2, 1994.
	3	The average annual total return figure assumes that
the maximum 2.00% sales charge has been deducted from
the investment at the time of purchase.  If the
maximum sales charge had not been deducted, the
average annual total return for Class A shares for the
same period would have been (1.18)%, 34.63% and 54.10%
for one year, five years and since inception of the
fund, respectively.
	4	The average annual total return figure assumes that
the maximum applicable initial and deferred sales
charges have been deducted from the investment at the
time of redemption.  If the maximum initial and
deferred sales charges had not been deducted, the
average annual total return for Class L shares for the
same period would have been (1.49)% and 31.87% for one
year and since inception of the fund, respectively.


It is important to note that the total return figures set
forth above are based on historical earnings and are not
intended to indicate future performance.  Each Class' net
investment income changes in response to fluctuations in
interest rates and the expenses of the fund.  Performance
will vary from time to time depending upon market
conditions, the composition of the fund's portfolio and
operating expenses and the expenses exclusively attributable
to the Class.  Consequently, any given performance quotation
should not be considered representative of the Class'
performance for any specified period in the future.  Because
performance will vary, it may not provide a basis for
comparing an investment in the Class with certain bank
deposits or other investments that pay a fixed yield for a
stated period of time.  Investors comparing a Class'
performance with that of other mutual funds should give
consideration to the quality and maturity of the respective
investment companies' portfolio securities.

DIVIDENDS, DISTRIBUTION AND TAXES

Dividends and Distributions.  The fund's policy is to
declare and pay exempt-interest dividends monthly.
Dividends from net realized capital gains, if any, will be
distributed annually.  The fund may also pay additional
dividends shortly before December 31 from certain amounts of
undistributed ordinary income and capital gains in order to
avoid a federal excise tax liability.  If a shareholder does
not otherwise instruct, exempt-interest dividends and
capital gain distributions will be reinvested automatically
in additional shares of the same Class at net asset value,
with no additional sales charge charge or deferred sales
charge.

The per-share amounts of the exempt-interest dividends on
Class L shares may be lower than on Class A and Class Y
shares, mainly as a result of the distribution fees
applicable to Class L shares.  Similarly, the per-share
amounts of exempt-interest dividends on Class A shares may
be lower than on Class A shares, as a result of the service
fee attributable to Class A shares.  Capital gain
distributions, if any, will be the same for all Classes of
fund shares (A, L and Y).

Taxes

The following is a summary of the material United States
federal income tax considerations regarding the purchase,
ownership and disposition of shares of a fund.  Each
prospective shareholder is urged to consult his or her tax
adviser with respect to the specific federal, state and
local consequences of investing in each fund.  The summary
is based on the laws in effect on the date of this SAI and
existing judicial and administrative interpretations
thereof, both of which are subject to change.

The Funds and Their Investments

As described in the each fund's Prospectus, each fund is
designed to provide shareholders with current income that is
excluded from gross income for federal income tax purposes
and is exempt from California or New York State and New York
City personal income taxes.  Neither fund is intended to
constitute a balanced investment program and and neither
fund is designed for investors seeking capital gains or
maximum tax-exempt income irrespective of fluctuations in
principal.  Investment in each fund would not be suitable
for tax-exempt institutions, qualified retirement plans,
H.R. 10 plans and individual retirement accounts because
such investors would not gain any additional tax benefit
from the receipt of tax-exempt income.

Each fund intends to continue to qualify as a regulated
investment company during each taxable year under the Code.
To so qualify, each fund must, among other things: (a)
derive at least 90% of its gross income in each taxable year
from dividends, interest, payments with respect to
securities loans, and gains from the sale or other
disposition of stock or securities or foreign currencies, or
other income (including, but not limited to, gains from
options, futures or forward contracts) derived with respect
to its business of investing in such stock, securities or
currencies; and (b) diversify its holdings so that, at the
end of each quarter of the fund's taxable year, (i) at least
50% of the market value of the fund's assets is represented
by cash, securities of other regulated investment companies,
United States government securities and other securities,
with such other securities limited, in respect of any one
issuer, to an amount not greater than 5% of the fund's
assets and not greater than 10% of the outstanding voting
securities of such issuer and (ii) not more than 25% of the
value of its assets is invested in the securities (other
than United States government securities or securities of
other regulated investment companies) of any one issuer or
any two or more issuers that the fund controls and which are
determined to be engaged in the same or similar trades or
businesses or related trades or businesses.

As a regulated investment company, each fund will not be
subject to United States federal income tax on its net
investment income (i.e., income other than its net realized
long-term and short-term capital gains) and on its net
realized long-term and short-term capital gains, if any,
that it distributes to its shareholders, provided that an
amount equal to at least 90% of its investment company
taxable income (i.e., 90% of the sum of its taxable income
minus the excess, if any, of its net realized long-term
capital gains over its net realized short-term capital
losses (including any capital loss carryovers), plus or
minus certain other adjustments as specified in the Code)
and its net tax-exempt income for the taxable year is
distributed to its shareholders in compliance with the
Code's timing and other requirements but will be subject to
tax at regular corporate rates on any taxable income or
gains that it does not distribute.


On November 30,1999, the unused capital loss carryovers, by
the funds were approximately as follows:  California Fund,
$1,142,000 and New York Fund $1723,000.  For federal income
tax purposes, these amounts are available to be applied
against future capital gains of the funds that has the
carryovers, if any, that are realized prior to the
expiration of the applicable carryover.  The carryovers
expire as follows:

FUND
November
30,





(in thousands)
2000
2001
2002
2003
2004
2005
2006
2007
California
--
--
657
269
--
--
--
$216
New York
--
--
856
337
76
--
--
$454

The Code imposes a 4% nondeductible excise tax on each fund
to the extent it does not distribute by the end of any
calendar year at least 98% of its income for that year and
at least 98% of its net capital gains (both long-term and
short-term) for the one-year period ending, as a general
rule, on October 31 of that year.  For this purpose,
however, any ordinary income or net capital gains retained
by each fund that is subject to corporate income tax will be
considered to have been distributed by year-end.  In
addition, the minimum amounts that must be distributed in
any year to avoid the excise tax will be increased or
decreased to reflect any underdistribution or
overdistribution, as the case may be, from the previous
year.  Each fund anticipates that it will pay such dividends
and will make such distributions as are necessary in order
to avoid the application of this excise tax.

If, in any taxable year, each fund fails to qualify as a
regulated investment company under the Code or fails to meet
the distribution requirement, it would be taxed in the same
manner as an ordinary corporation and distributions to its
shareholders would not be deductible by each fund in
computing its taxable income.  In addition, in the event of
a failure to qualify, each fund's distributions, to the
extent derived from each fund's current or accumulated
earnings and profits would constitute dividends (eligible
for the corporate dividends-received deduction) which are
taxable to shareholders as ordinary income, even though
those distributions might otherwise (at least in part) have
been treated in the shareholders' hands as tax-exempt
interest.  If each fund fails to qualify as a regulated
investment company in any year, it must pay out its earnings
and profits accumulated in that year in order to qualify
again as a regulated investment company.  In addition, each
fund may be required to recognize any net built-in gains
with respect to certain of its assets (i.e. the excess of
the aggregate gains, including items of income, over
aggregate losses that would have been realized with respect
to such assets if the fund had been liquidated) in order to
qualify as a regulated investment company in a subsequent
year.

Each fund's transactions in municipal bond index and
interest rate futures contracts and options on these futures
contracts (collectively "section 1256 contracts") will be
subject to special provisions of the Code (including
provisions relating to "hedging transactions" and
"straddles") that, among other things, may affect the
character of gains and losses realized by each fund (i.e.,
may affect whether gains or losses are ordinary or capital),
accelerate recognition of income to each fund and defer fund
losses.  These rules could therefore affect the character,
amount and timing of distributions to shareholders.  These
provisions also (a) will require each fund to mark-to-market
certain types of the positions in its portfolio (i.e., treat
them as if they were closed out) and (b) may cause each fund
to recognize income without receiving cash with which to pay
dividends or make distributions in amounts necessary to
satisfy the distribution requirements for avoiding income
and excise taxes.  Each fund will monitor its transactions,
will make the appropriate tax elections and will make the
appropriate entries in its books and records when it engages
in these transactions in order to mitigate the effect of
these rules and prevent disqualification of a fund as a
regulated investment company.

All section 1256 contracts held by each fund at the end of
its taxable year are required to be marked to their market
value, and any unrealized gain or loss on those positions
will be included in each fund's income as if each position
had been sold for its fair market value at the end of the
taxable year.  The resulting gain or loss will be combined
with any gain or loss realized by each fund from positions
in section 1256 contracts closed during the taxable year.
Provided such positions were held as capital assets and were
not part of a "hedging transaction" nor part of a
"straddle," 60% of the resulting net gain or loss will be
treated as long-term capital gain or loss, and 40% of such
net gain or loss will be treated as short-term capital gain
or loss, regardless of the period of time the positions were
actually held by each fund.

Taxation of Shareholders

Because each fund will distribute exempt-interest dividends,
interest on indebtedness incurred by a shareholder to
purchase or carry fund shares is not deductible for federal
income tax purposes. In addition, the interest on any such
indebtedness is not deductible by a shareholder of the
California Fund for California personal income tax purposes,
nor by a New York Fund shareholder for New York, New York
City and the City of Yonkers personal income tax purposes.
If a shareholder receives exempt-interest dividends with
respect to any share and if such share is held by the
shareholder for six months or less, then, for federal income
tax purposes, any loss on the sale or exchange of such share
may, to the extent of exempt-interest dividends, be
disallowed.  In addition, the Code may require a
shareholder, if he or she receives exempt-interest
dividends, to treat as Federal taxable income a portion of
certain otherwise non-taxable social security and railroad
retirement benefit payments.  Furthermore, that portion of
any exempt-interest dividend paid by each fund which
represents income derived from "private activity bonds" held
by such fund may not retain its federal tax-exempt status in
the hands of a shareholder who is a "substantial user" of a
facility financed by such bonds or a "related person"
thereof.  Moreover, some or all of each fund's dividends may
be a specific preference item, or a component of an
adjustment item, for purposes of the federal individual and
corporate alternative minimum taxes.  In addition, the
receipt of each fund's dividends and distributions may
affect a foreign corporate shareholder's federal "branch
profits" tax liability and the federal or California "excess
net passive income" tax liability of a shareholder of a
Subchapter S corporation.  Shareholders should consult their
own tax advisors to determine whether they are (a)
substantial users with respect to a facility or related to
such users within the meaning of the Code or (b) subject to
a federal alternative minimum tax, the federal branch
profits tax or the federal "excess net passive income" tax.

Nether of the funds does not expects to realize a
significant amount of capital gains.  Net realized short-
term capital gains are taxable to a United States
shareholder as ordinary income, whether paid in cash or in
shares.  Distributions of net-long-term capital gains, if
any, that each fund designates as capital gains dividends
are taxable as long-term capital gains, whether paid in cash
or in shares and regardless of how long a shareholder has
held shares of each fund.

Shareholders receiving dividends or distributions in the
form of additional shares should have a cost basis in the
shares received equal to the amount of money that the
shareholders receiving cash dividends or distributions will
receive.

Upon the sale or exchange of his shares, a shareholder will
realize a taxable gain or loss equal to the difference
between the amount realized and his basis in his shares.
Such gain or loss will be treated as capital gain or loss if
the shares are capital assets in the shareholder's hands,
and will be long-term capital gain or loss if the shares are
held for more than one year and short-term capital gain or
loss if the shares are held for one year or less.  Any loss
realized on a sale or exchange will be disallowed to the
extent the shares disposed of are replaced, including
replacement through the reinvesting of dividends and capital
gains distributions in each fund, within a 61-day period
beginning 30 days before and ending 30 days after the
disposition of the shares.  In such a case, the basis of the
shares acquired will be increased to reflect the disallowed
loss.  Any loss realized by a shareholder on the sale of a
fund share held by the shareholder for six months or less
(to the extent not disallowed pursuant to the six-month rule
described above relating to exempt-interest dividends) will
be treated for United States federal income tax purposes as
a long-term capital loss to the extent of any distributions
or deemed distributions of long-term capital gains received
by the shareholder with respect to such share.

If a shareholder incurs a sales charge in acquiring shares
of a fund, disposes of those shares within 90 days and then
acquires shares in a mutual fund for which the otherwise
applicable sales charge is reduced by reason of a
reinvestment right (e.g., an exchange privilege), the
original sales charge will not be taken into account in
computing gain or loss on the original shares to the extent
the subsequent sales charge is reduced.  Instead, the
disregarded portion of the original sales charge will be
added to the tax basis in the newly acquired shares.
Furthermore, the same rule also applies to a disposition of
the newly acquired shares made within 90 days of the second
acquisition.  This provision prevents a shareholder from
immediately deducting the sales charge by shifting his or
her investment in a family of mutual funds.

Backup Withholding.  Each fund may be required to withhold,
for United States federal income tax purposes, 31% of (a)
taxable dividends and distributions and (b) redemption
proceeds payable to shareholders who fail to provide such
fund with their correct taxpayer identification number or to
make required certifications, or who have been notified by
the IRS that they are subject to backup withholding.
Certain shareholders are exempt from backup withholding.
Backup withholding is not an additional tax and any amount
withheld may be credited against a shareholder's United
States federal income tax liabilities.

Notices.  Shareholders will be notified annually by a fund
as to the United States federal income tax and California or
New York State and New York City personal income tax status
of the dividends and distributions made by a fund to its
shareholders.  These statements also will designate the
amount of exempt-interest dividends that is a preference
item for purposes of the federal individual and corporate
alternative minimum taxes.  The dollar amount of dividends
excluded or exempt from federal income taxation and
California or New York State and New York City personal
income taxation and the dollar amount of dividends subject
to federal income taxation and California or New York State
and New York City personal income taxation, if any, will
vary for each shareholder depending upon the size and
duration of such shareholder's investment in a fund.  To the
extent each fund earns taxable net investment income, it
intends to designate as taxable dividends the same
percentage of each day's dividend as its taxable net
investment income bears to its total net investment income
earned on that day.

The foregoing is only a summary of certain material tax
consequences affecting each fund and its shareholders.
Shareholders are advised to consult their own tax advisers
with respect to the particular tax consequences to them of
an investment in each fund.

ADDITIONAL INFORMATION

The trust was organized on October 17, 1991 under the laws
of the Commonwealth of Massachusetts and is a business
entity commonly known as a "Massachusetts business trust."
The trust offers shares of beneficial interest of five
separate funds with a par value of $.001 per share.  The
funds may offer shares of beneficial interest currently
classified into five Classes - A, B, L ,Y and Z.  Each Class
of the fund represents an identical interest in the fund's
investment portfolio.  As a result, the Classes have the
same rights, privileges and preferences, except with respect
to:  (a) the designation of each Class; (b) the effect of
the respective sales charges; if any, for each class;
(c) the distribution and/or service fees borne by each Class
pursuant to the Plan; (d) the expenses allocable exclusively
to each Class; (e) voting rights on matters exclusively
affecting a single Class; (f) the exchange privilege of each
Class; and (g) the conversion feature of the Class B shares.
The trust's board of trustees does not anticipate that there
will be any conflicts among the interests of the holders of
the different Classes. The trustees, on an ongoing basis,
will consider whether any such conflict exists and, if so,
take appropriate action.

Under Massachusetts's law, shareholders could, under certain
circumstances, be held personally liable for the obligations
of each fund.  The Master Trust Agreement disclaims
shareholder liability for acts or obligations of the fund,
however, and requires that notice of such disclaimer be
given in each agreement, obligation or instrument entered
into or executed by each fund or a trustee.  The Master
Trust Agreement provides for indemnification from fund
property for all losses and expenses of any shareholder held
personally liable for the obligations of each fund.  Thus,
the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances
in which each fund itself would be unable to meet its
obligations, a possibility which management of the fund
believes is remote.  Upon payment of any liability incurred
by each fund, a shareholder paying such liability will be
entitled to reimbursement from the general assets of each
fund.  The trustees intend to conduct the operation of each
fund in such a way so as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of
each fund.

The Master Trust Agreement of the funds permits the trustees
of the funds to issue an unlimited number of full and
fractional shares of a single class and to divide or combine
the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interests in
the fund.  Each share in each of the funds represents an
equal proportional interest in each respective fund with
each other share.  Shareholders of each fund are entitled
upon its liquidation to share pro rata in its net assets
available for distribution.  No shareholder of each fund has
any preemptive or conversion rights. Shares of each fund are
fully paid and non-assessable.

Pursuant to the Master Trust Agreement, each fund's trustees
may authorize the creation of additional series of shares
(the proceeds of which would be invested in separate,
independently managed portfolios) and additional classes of
shares within any series (which would be used to distinguish
among the rights of different categories of shareholders, as
might be required by future regulations or other unforeseen
circumstances).

Each fund does not hold annual shareholder meetings. There
normally will be no meetings of shareholders for the purpose
of electing trustees unless and until such time as less than
a majority of the trustees holding office have been elected
by shareholders, at which time the trustees then in office
will call a shareholders' meeting for the election of
trustees.  Shareholders of record of no less than two-thirds
of the outstanding shares of the trust may remove a trustee
through a declaration in writing or by vote cast in person
or by proxy at a meeting called for that purpose.  The
trustees will call a meeting for any purpose upon written
request of shareholders holding at least 10% of the trust's
outstanding shares and the trust will assist shareholders in
calling such a meeting as required by the 1940 Act.

When matters are submitted for shareholder vote,
shareholders of each Class will have one vote for each full
share owned and a proportionate, fractional vote for any
fractional share held of that Class.  Generally, shares of
each fund will be voted on a fund-wide basis on all matters
except matters affecting only the interests of one Class, in
which case only shares of the affected Class would be
entitled to vote.

The trust was organized as an unincorporated Massachusetts
business trust on October 17, 1991 under the name Shearson
Lehman Brothers Intermediate-Term Trust.  On October 14,
1994 and August 16, 1995, the Trust's name was changed Smith
Barney Income Trust and Smith Barney Investment Trust,
respectively.

Annual and Semi-Annual Reports.  Each fund sends its
shareholders a semi-annual report and an audited annual
report, which include listings of investment securities held
by each fund at the end of the period covered. In an effort
to reduce the funds' printing and mailing costs, each fund
consolidates the mailing of its semi-annual and annual
reports by household. This consolidation means that a
household having multiple accounts with the identical
address of record will receive a single copy of each report.
In addition, each fund also consolidates the mailing of its
prospectus so that a shareholder having multiple accounts
will receive a single Prospectus annually. Shareholders who
do not want this consolidation to apply to their accounts
should contact their Salomon Smith Barney Financial
Consultant or the transfer agent.

Styles of Fund Management:  In an industry where the average
portfolio manager has seven years of experience (source:
ICI, 1998), the portfolio managers of Smith Barney mutual
funds average 21 years in the industry and 15 years with the
firm.

Smith Barney mutual funds offers more than 60 mutual funds.
We understand that many investors prefer an active role in
allocating the mix of funds in their portfolio, while others
want the asset allocation decisions to be made by
experienced managers.

That's why we offer four "styles" of fund management that
can be tailored to suit each investor's unique financial
goals.

Style Pure Series - Our style Pure Series funds stay fully
invested within their asset class and investment style,
enabling investors to make asset allocation decisions in
conjunction with their Salomon Smith Barney Financial
Consultant.

Classic Investor Series - Our Classic Investor Series funds
offer a range of equity and fixed income strategies that
seek to capture opportunities across asset classes and
investment styles using disciplined investment approaches.

The Concert Allocation Series - As a fund of funds,
investors can select a Concert Portfolio that may help their
investment needs.  As needs change, investors can easily
choose another long-term, diversified investment from our
Concert family.

Special Discipline Series - Our Special Discipline Series
funds are designed for investors who are looking beyond more
traditional market categories: from natural resources to a
roster of state-specific municipal funds.

FINANCIAL STATEMENTS

Each fund's annual report for the fiscal year ended November
30, 1999 is incorporated herein by reference in its
entirety.  The annual report was filed on February 16, 2000,
Accession Number 91155-00-000110 .



APPENDIX

RATINGS ON DEBT OBLIGATIONS

BOND (AND NOTES) RATINGS

Moody's Investors Service, Inc.

	Aaa - Bonds that are rated "Aaa" are judged to be of
the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

	Aa - Bonds that are rated "Aa" are judged to be of high
quality by all standards. Together with the "Aaa" group they
comprise what are generally known as high grade bonds. They
are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or
fluctuation of protective elements may be of greater
amplitude or there may be other elements present that make
the long term risks appear somewhat larger than in "Aaa"
securities.

	A - Bonds that are rated "A" possess many favorable
investment attributes and are to be considered as upper
medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements
may be present that suggest a susceptibility to impairment
sometime in the future.

	Baa - Bonds that are rated "Baa" are considered as
medium grade obligations, i.e., they are neither highly
protected nor poorly secured. Interest payments and
principal security appear adequate for the present but
certain protective elements may be lacking or may be
characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and
in fact have speculative characteristics as well.

	Ba - Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered as
well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

	B - Bonds which are rated B generally lack
characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other
terms of the contract over any long period of time may be
small.

	Caa - Bonds which are rated Caa are of poor standing.
Such issues may be in default or there may be present
elements of danger with respect to principal or interest.

	Ca - Bonds which are rated Ca represent obligations
which are speculative in a high degree. Such issues are
often in default or have other marked shortcomings.

	C - Bonds which are rated C are the lowest class of
bonds and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real
investment standing.
	Note: The modifier 1 indicates that the security ranks
in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its
generic rating category.

Standard & Poor's

	AAA - Debt rated "AAA" has the highest rating assigned
by Standard & Poor's. Capacity to pay interest and repay
principal is extremely strong.

	AA - Debt rated "AA" has a very strong capacity to pay
interest and repay principal and differs from the highest
rated issues only in small degree.

	A - Debt rated "A" has a strong capacity to pay
interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher
rated categories.

	BBB - Debt rated "BBB" is regarded as having an
adequate capacity to pay interest and repay principal.
Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest
and repay principal for debt in this category than in higher
rated categories.

	BB, B, CCC, CC, C - Debt rated `BB', `B', `CCC', `CC'
or `C' is regarded, on balance, as predominantly speculative
with respect to capacity to pay interest and repay principal
in accordance with the terms of the obligation. `BB'
indicates the lowest degree of speculation and `C' the
highest degree of speculation. While such debt will likely
have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to
adverse conditions.

	Plus (+) or Minus (-): The ratings from `AA' to `B' may
be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.

	Provisional Ratings: The letter "p" indicates that the
rating is provisional. A provisional rating assumes the
successful completion of the project being financed by the
debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the
successful and timely completion of the project. This
rating, however, while addressing credit quality subsequent
to completion of the project, makes no comment on the
likelihood of, or the risk of default upon failure of, such
completion. The investor should exercise judgment with
respect to such likelihood and risk.

	L - The letter "L" indicates that the rating pertains
to the principal amount of those bonds where the underlying
deposit collateral is fully insured by the Federal Savings &
Loan Insurance Corp. or the Federal Deposit Insurance Corp.

	+ - Continuance of the rating is contingent upon S&P's
receipt of closing documentation confirming investments and
cash flow.

	* - Continuance of the rating is contingent upon S&P's
receipt of an executed copy of the escrow agreement.

	NR - Indicates no rating has been requested, that there
is insufficient information on which to base a rating, or
that S&P does not rate a particular type of obligation as a
matter of policy.

Fitch IBCA, Inc.

	AAA - Bonds rated AAA by Fitch have the lowest
expectation of credit risk. The obligor has an exceptionally
strong capacity for timely payment of financial commitments
which is highly unlikely to be adversely affected by
foreseeable events.

	AA - Bonds rated AA by Fitch have a very low
expectation of credit risk. They indicate very strong
capacity for timely payment of financial commitment. This
capacity is not significantly vulnerable to foreseeable
events.

	A - Bonds rated A by Fitch are considered to have a low
expectation of credit risk. The capacity for timely payment
of financial commitments is considered to be strong, but may
be more vulnerable to changes in economic conditions and
circumstances than bonds with higher ratings.

	BBB - Bonds rated BBB by Fitch currently have a low
expectation of credit risk. The capacity for timely payment
of financial commitments is considered to be adequate.
Adverse changes in economic conditions and circumstances,
however, are more likely to impair this capacity. This is
the lowest investment grade category assigned by Fitch.

	BB - Bonds rated BB by Fitch carry the possibility of
credit risk developing, particularly as the result of
adverse economic change over time. Business or financial
alternatives may, however, be available to allow financial
commitments to be met. Securities rated in this category are
not considered by Fitch to be investment grade.

	B - Bonds rated B by Fitch carry significant credit
risk, however, a limited margin of safety remains. Although
financial commitments are currently being met, capacity for
continued payment depends upon a sustained, favorable
business and economic environment.

	CCC, CC, C - Default on bonds rated CCC,CC, and C by
Fitch is a real possibility. The capacity to meet financial
commitments depends solely on a sustained, favorable
business and economic environment. Default of some kind on
bonds rated CC appears probable, a C rating indicates
imminent default.

	Plus and minus signs are used by Fitch to indicate the
relative position of a credit within a rating category. Plus
and minus signs however, are not used in the AAA category.

COMMERCIAL PAPER RATINGS

Moody's Investors Service, Inc.

	Issuers rated "Prime-1" (or related supporting
institutions) have a superior capacity for repayment of
short-term promissory obligations. Prime-1 repayment will
normally be evidenced by the following characteristics:
leading market positions in well-established industries;
high rates of return on funds employed; conservative
capitalization structures with moderate reliance on debt and
ample asset protection; broad margins in earnings coverage
of fixed financial changes and high internal cash
generation; well-established access to a range of financial
markets and assured sources of alternate liquidity.

	Issuers rated "Prime-2" (or related supporting
institutions) have strong capacity for repayment of short-
term promissory obligations. This will normally be evidenced
by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound,
will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity
is maintained.

Standard & Poor's

	A-1 - This designation indicates that the degree of
safety regarding timely payment is either overwhelming or
very strong. Those issuers determined to possess
overwhelming safety characteristics will be denoted with a
plus (+) sign designation.

	A-2 - Capacity for timely payment on issues with this
designation is strong. However, the relative degree of
safety is not as high as for issues designated A-1.

Fitch IBCA, Inc.

	Fitch's short-term ratings apply to debt obligations
that are payable on demand or have original maturities of
generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal
and investment notes.

	The short-term rating places greater emphasis than a
long-term rating on the existence of liquidity necessary to
meet financial commitment in a timely manner.

	Fitch's short-term ratings are as follows:

	F1+ - Issues assigned this rating are regarded as
having the strongest capacity for timely payments of
financial commitments. The "+" denotes an exceptionally
strong credit feature.

	F1 - Issues assigned this rating are regarded as having
the strongest capacity for timely payment of financial
commitments.

	F2 - Issues assigned this rating have a satisfactory
capacity for timely payment of financial commitments, but
the margin of safety is not as great as in the case of the
higher ratings.

	F3 - The capacity for the timely payment of financial
commitments is adequate; however, near-term adverse changes
could result in a reduction to non investment grade.

The Thomson BankWatch ("TBW")

	TBW-1 - Indicates a very high degree of likelihood that
principal and interest will be paid on a timely basis.

	TBW-2 - While the degree of safety regarding timely
repayment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated TBW-1.







SMITH BARNEY
INVESTMENT TRUST




Intermediate Maturity
California Municipal Fund

Intermediate Maturity
New York Municipal Fund















March 29, 2000



SMITH BARNEY INVESTMENT TRUST
388 Greenwich Street
New York, NY 10013

								SALOMON SMITH BARNEY
								A Member of
Citigroup







   March 29, 2000

STATEMENT OF ADDITIONAL INFORMATION

SMITH BARNEY INVESTMENT TRUST

Smith Barney Large Capitalization Growth Fund

388 Greenwich Street
New York, New York 10013
(800) 451-2010


This Statement of Additional Information ("SAI") is meant to
be read in conjunction with the prospectus of the Smith
Barney Large Capitalization Growth Fund (the "fund") dated
March 29, 2000, as amended or supplemented from time to time
(the "prospectus"), and is incorporated by reference in its
entirety into the prospectus. Additional information about
the fund's investments is available in the fund's annual and
semi-annual reports to shareholders which are incorporated
herein by reference. The prospectus and copies of the
reports may be obtained free of charge by contacting a
Salomon Smith Barney Financial Consultant, or by writing or
calling Salomon Smith Barney Inc. ("Salomon Smith Barney")
at the address or telephone number above. The fund is a
separate investment series of Smith Barney Investment Trust
(the "trust").

TABLE OF CONTENTS

 Investment Objective and Management Policies	 2
 Investment  Restrictions......	..............................12
 Trustees of the Trust and Executive Officers of the Fund	13
 Investment Management and Other Services	17
 Portfolio Transactions...	..............................21
 Portfolio Turnover..................	...........................23
 Purchase of Shares 	.............................................24
 Redemption of Shares	33
 Valuation of Shares	34
 Exchange Privilege	35
 Performance Data	.......................................................36
 Dividends, Distributions and Taxes	40
 Additional Information	46
 Financial Statements 	...................................................48



INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

The prospectus discusses the fund's investment objective and
policies. This section contains supplemental information
concerning the types of securities and other instruments in
which the fund may invest, the investment policies and
portfolio strategies the fund may utilize and certain risks
associated with these investments, policies and strategies.
SSB Citi Fund Management LLC  (successor to SSBC Fund
Management Inc.) ("SSB Citi" or the "manager") serves as
investment manager to the fund.

The fund normally invests at least 65% of its total assets
in equity securities of large capitalization companies that
are dominant in their industries, global in scope and have a
long- term history of performance.  The fund does have the
flexibility, however, to invest the balance in companies
with other market capitalizations. The fund defines large
market capitalization companies as those with market
capitalization of $5 billion or more at the time of the
fund's investment.  Companies whose capitalizations falls
below this level after purchase will continue to be
considered large capitalization companies for purposes of
the 65% policy.

Under normal market conditions, the majority of the fund's
portfolio will consist of common stock, but it also may
contain money market instruments for cash management
purposes.  The fund reserves the right, as a defensive
measure, to hold money market securities, including
repurchase agreements or cash, in such proportions as, in
the opinion of management, prevailing market or economic
conditions warrant.

Equity Securities.  The fund will normally invest at least
65% of its assets in equity securities, including primarily
common stocks and, to a lesser extent, securities
convertible into common stock and rights to subscribe for
common stock. Common stocks represent an equity (ownership)
interest in a corporation.  Although equity securities have
a history of long-term growth in value, their prices
fluctuate based on changes in a company's financial
condition and on overall market and economic conditions.

When-Issued Securities and Delayed-Delivery Transactions.
The fund may purchase securities on a "when-issued" basis,
for delayed delivery (i.e., payment or delivery occur beyond
the normal settlement date at a stated price and yield) or
on a forward commitment basis.  The fund does not intend to
engage in these transactions for speculative purposes, but
only in furtherance of its investment goal.  These
transactions occur when securities are purchased or sold by
the fund with payment and delivery taking place in the
future to secure what is considered an advantageous yield
and price to the fund at the time of entering into the
transaction.  The payment obligation and the interest rate
that will be received on when-issued securities are fixed at
the time the buyer enters into the commitment.  Because of
fluctuations in the value of securities purchased or sold on
a when-issued, delayed-delivery basis or forward commitment
basis, the prices obtained on such securities may be higher
or lower than the prices available in the market on the
dates when the investments are actually delivered to the
buyers.
When the fund agrees to purchase when-issued or delayed-
delivery securities, the fund will set aside cash or liquid
securities equal to the amount of the commitment in a
segregated account on the fund's books.  Normally, the
custodian will set aside portfolio securities to satisfy a
purchase commitment, and in such a case the fund may be
required subsequently to place additional assets in the
segregated account in order to ensure that the value of the
account remains equal to the amount of the fund's
commitment. The assets contained in the segregated account
will be marked-to-market daily.  It may be expected that the
fund's net assets will fluctuate to a greater degree when it
sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash.  When the fund
engages in when-issued or delayed-delivery transactions, it
relies on the other party to consummate the trade.  Failure
of the seller to do so may result in the fund's incurring a
loss or missing an opportunity to obtain a price considered
to be advantageous.

Foreign Securities.  The fund may invest in securities of
foreign issuers directly or in the form of American
Depository Receipts ("ADRs"), European Depository Receipts
("EDRs") or similar securities representing interests in the
common stock of foreign issuers.  Management intends to
limit  the fund's investment in these types of securities to
10% of the fund's net assets.  ADRs are receipts, typically
issued by a U.S. bank or trust company, which evidence
ownership of underlying securities issued by a foreign
corporation.  EDRs are receipts issued in Europe which
evidence a similar ownership arrangement.  Generally, ADRs,
in registered form, are designed for use in the U.S.
securities markets and EDRs are designed for use in European
securities markets.  The underlying securities are not
always denominated in the same currency as the ADRs or EDRs.
Although investment in the form of ADRs or EDRs facilitates
trading in foreign securities, it does not mitigate the
risks associated with investing in foreign securities.

Investments in foreign securities incur higher costs than
investments in U.S. securities, including higher costs in
making securities transactions as well as foreign government
taxes which may reduce the investment return of the fund.
In addition, foreign investments may include additional
risks associated with currency exchange rates, less complete
financial information about individual companies, less
market liquidity and political instability.

The Economic Monetary Union (EMU):  For participating
countries, EMU will mean sharing a single currency (the
Euro) and single official interest rate and adhering to
agreed upon limits on government borrowing.  There are a
number of significant risks associated with EMU.  Monetary
and economic union on this scale has never been before.
There is a significant degree of uncertainty as to whether
participating countries will remain committed to EMU in the
face of changing economic conditions.  This uncertainty may
increase the volatility of European markets.   The
conversion to the Euro is being phased in over a three-year
period.  During this time, valuation, systems and other
operational problems may occur in connection with the fund's
investments quoted in the Euro.

Money Market Instruments. The fund may invest for temporary
defensive purposes in corporate and government bonds and
notes and money market instruments.  Money market
instruments include: obligations issued or guaranteed by the
United States government, its agencies or instrumentalities
("U.S. government securities"); certificates of deposit,
time deposits and bankers' acceptances issued by domestic
banks (including their branches located outside the United
States and subsidiaries located in Canada), domestic
branches of foreign banks, savings and loan associations and
similar institutions; high grade commercial paper; and
repurchase agreements with respect to the foregoing types of
instruments.  Certificates of deposit ("CDs") are short-
term, negotiable obligations of commercial banks.  Time
deposits ("TDs") are non-negotiable deposits maintained in
banking institutions for specified periods of time at stated
interest rates.  Bankers' acceptances are time drafts drawn
on commercial banks by borrowers, usually in connection with
international transactions.

Repurchase Agreements.  The fund may agree to purchase
securities from a bank or recognized securities dealer and
simultaneously commit to resell the securities to the bank
or dealer at an agreed-upon date and price reflecting a
market rate of interest unrelated to the coupon rate or
maturity of the purchased securities ("repurchase
agreements"). The fund would maintain custody of the
underlying securities prior to their repurchase; thus, the
obligation of the bank or dealer to pay the repurchase price
on the date agreed to would be, in effect, secured by such
securities.  If the value of such securities were less than
the repurchase price, plus interest, the other party to the
agreement would be required to provide additional collateral
so that at all times the collateral is at least 102% of the
repurchase price plus accrued interest.  Default by or
bankruptcy of a seller would expose the fund to possible
loss because of adverse market action, expenses and/or
delays in connection with the disposition of the underlying
obligations.  The financial institutions with which the fund
may enter into repurchase agreements will be banks and non-
bank dealers of U.S. Government securities on the Federal
Reserve Bank of New York's list of reporting dealers, if
such banks and non-bank dealers are deemed creditworthy by
the fund's manager. The manager will continue to monitor
creditworthiness of the seller under a repurchase agreement,
and will require the seller to maintain during the term of
the agreement the value of the securities subject to the
agreement to equal at least 102% of the repurchase price
(including accrued interest).  In addition, the manager will
require that the value of this collateral, after transaction
costs (including loss of interest) reasonably expected to be
incurred on a default, be equal to 102% or greater than the
repurchase price (including accrued premium) provided in the
repurchase agreement or the daily amortization of the
difference between the purchase price and the repurchase
price specified in the repurchase agreement. The manager
will mark-to-market daily the value of the securities.
Repurchase agreements are considered to be loans by the fund
under the Investment Company Act of 1940, as amended (the
"1940 Act").
Lending of Portfolio Securities.  Consistent with applicable
regulatory requirements, the fund may lend portfolio
securities to brokers, dealers and other financial
organizations that meet capital and other credit
requirements or other criteria established by the Board.
The fund will not lend portfolio securities to affiliates of
the manager unless they have applied for and received
specific authority to do so from the Securities and Exchange
Commission ("SEC").  Loans of portfolio securities will be
collateralized by cash, letters of credit or U.S. Government
Securities, which are maintained at all times in an amount
equal to at least 102% of the current market value of the
loaned securities.  Any gain or loss in the market price of
the securities loaned that might occur during the term of
the loan would be for the account of the fund.  From time to
time, the fund may return a part of the interest earned from
the investment of collateral received for securities loaned
to the borrower and/or a third party that is unaffiliated
with the fund and that is acting as a "finder."
By lending its securities, the fund can increase its income
by continuing to receive interest and any dividends on the
loaned securities as well as by either investing the
collateral received for securities loaned in short-term
instruments or obtaining yield in the form of interest paid
by the borrower when U.S. Government Securities are used as
collateral.  Although the generation of income is not the
primary investment goal of the fund, income received could
be used to pay the fund's expenses and would increase an
investor's total return. The fund will adhere to the
following conditions whenever its portfolio securities are
loaned: (i) the fund must receive at least 102% cash
collateral or equivalent securities of the type discussed in
the preceding paragraph from the borrower; (ii) the borrower
must increase such collateral whenever the market value of
the securities rises above the level of such collateral;
(iii) the fund must be able to terminate the loan at any
time; (iv) the fund must receive reasonable interest on the
loan, as well as any dividends, interest or other
distributions on the loaned securities and any increase in
market value; (v) the fund may pay only reasonable custodian
fees in connection with the loan; and (vi) voting rights on
the loaned securities may pass to the borrower, provided,
however, that if a material event adversely affecting the
investment occurs, the Board must terminate the loan and
regain the right to vote the securities.  Loan agreements
involve certain risks in the event of default or insolvency
of the other party including possible delays or restrictions
upon a Fund's ability to recover the loaned securities or
dispose of the collateral for the loan.
Illiquid Securities.  The fund may invest up to an aggregate
amount of 10% of its net assets in illiquid securities,
which term includes securities subject to contractual or
other restrictions on resale and other instruments that lack
readily available markets.

Options, Futures and Currency Strategies.  The fund may use
forward currency contracts and certain options and futures
strategies to attempt to hedge its portfolio, i.e., reduce
the overall level of investment risk normally associated
with the fund.  There can be no assurance that such efforts
will succeed.

In order to assure that the fund will not be deemed to be a
"commodity pool" for purposes of the Commodity Exchange Act,
regulations of the Commodity Futures Trading Commission
("CFTC") require that the fund enter into transactions in
futures contracts and options on futures only (i) for bona
fide hedging purposes (as defined in CFTC regulations), or
(ii) for non-hedging purposes, provided the aggregate
initial margin and premiums on such non-hedging positions do
not exceed 5% of the liquidation value of the fund's assets.
To attempt to hedge against adverse movements in exchange
rates between currencies, the fund may enter into forward
currency contracts for the purchase or sale of a specified
currency at a specified future date.  Such contracts may
involve the purchase or sale of a foreign currency against
the U.S. dollar or may involve two foreign currencies.  The
fund may enter into forward currency contracts either with
respect to specific transactions or with respect to its
portfolio positions.  For example, when the manager
anticipates making a purchase or sale of a security, it may
enter into a forward currency contract in order to set the
rate (either relative to the U.S. dollar or another
currency) at which the currency exchange transaction related
to the purchase or sale will be made ("transaction
hedging").  Further, when the manager believes a particular
currency may decline compared to the U.S. dollar or another
currency, the fund may enter into a forward contract to sell
the currency the manager expects to decline in an amount
approximating the value of some or all of the fund's
securities denominated in that currency, or when the manager
believes one currency may decline against a currency in
which some or all of the portfolio securities held by the
fund are denominated, it may enter into a forward contract
to buy the currency expected to decline for a fixed amount
("position hedging").  In this situation, the fund may, in
the alternative, enter into a forward contract to sell a
different currency for a fixed amount of the currency
expected to decline where the investment manager believes
the value of the currency to be sold pursuant to the forward
contract will fall whenever there is a decline in the value
of the currency in which portfolio securities of the fund
are denominated ("cross hedging").  The fund places (i)
cash, (ii) U.S. Government securities or (iii) equity
securities or debt securities (of any grade) in certain
currencies provided such assets are liquid, unencumbered and
marked to market daily, or other high-quality debt
securities denominated in certain currencies in a separate
account of the fund having a value equal to the aggregate
amount of the fund's commitments under forward contracts
entered into with respect to position hedges and cross-
hedges.  If the value of the securities placed in a separate
account declines, additional cash or securities are placed
in the account on a daily basis so that the value of the
amount will equal the amount of the fund's commitments with
respect to such contracts.

For hedging purposes, the fund may write covered call
options and purchase put and call options on currencies to
hedge against movements in exchange rates and on debt
securities to hedge against the risk of fluctuations in the
prices of securities held by the fund or which the manager
intends to include in its portfolio.  The fund also may use
interest rates futures contracts and options thereon to
hedge against changes in the general level in interest
rates.

The fund may write call options on securities and currencies
only if they are covered, and such options must remain
covered so long as the fund is obligated as a writer.  A
call option written by the fund is "covered" if the fund
owns the securities or currency underlying the option or has
an absolute and immediate right to acquire that security or
currency without additional cash consideration (or for
additional cash consideration held in a segregated account
on the fund's books) upon conversion or exchange of other
securities or currencies held in its portfolio.  A call
option is also covered if the fund holds on a share-for-
share basis a call on the same security or holds a call on
the same currency as the call written where the exercise
price of the call held is equal to less than the exercise
price of the call written or greater than the exercise price
of the call written if the difference is maintained by the
fund in cash, Treasury bills or other high-grade, short-term
obligations in a segregated account on the fund's books.

The fund may purchase put and call options in anticipation
of declines in the value of portfolio securities or
increases in the value of securities to be acquired.  If the
expected changes occur, the fund may be able to offset the
resulting adverse effect on its portfolio, in whole or in
part, through the options purchased.  The risk assumed by
the fund in connection with such transactions is limited to
the amount of the premium and related transaction costs
associated with the option, although the fund may lose such
amounts if the prices of securities underlying the options
do not move in the direction or to the extent anticipated.

Although the portfolio may not use forward currency
contracts, options and futures, the use of any of these
strategies would involve certain investment risks and
transaction costs. These risks include: dependence on the
manager's ability to predict movements in the prices of
individual debt securities, fluctuations in the general
fixed-income markets and movements in interest rates and
currency markets, imperfect correlation between movements in
the price of currency, options, futures contracts or options
thereon and movements in the price of the currency or
security hedged or used for cover; the fact that skills and
techniques needed to trade options, futures contracts and
options thereon or to use forward currency contracts are
different from those needed to select the securities in
which the fund invests; lack of assurance that a liquid
market will exist for any particular option, futures
contract or option thereon at any particular time.

Over-the-counter options in which the fund may invest differ
from exchange traded options in that they are two-party
contracts, with price and other terms negotiated between
buyer and seller, and generally do not have as much market
liquidity as exchange-traded options.  The fund may be
required to treat as illiquid over-the-counter options
purchased and securities being used to cover certain written
over-the-counter options.

Options on Securities.  As discussed more generally above,
the fund may engage in writing covered call options. The
fund may also purchase put options and enter into closing
transactions. The principal reason for writing covered call
options on securities is to attempt to realize, through the
receipt of premiums, a greater return than would be realized
on the securities alone. In return for a premium, the writer
of a covered call option forgoes the right to any
appreciation in the value of the underlying security above
the strike price for the life of the option (or until a
closing purchase transaction can be effected). Nevertheless,
the call writer retains the risk of a decline in the price
of the underlying security. Similarly, the principal reason
for writing covered put options is to realize income in the
form of premiums. The writer of a covered put option accepts
the risk of a decline in the price of the underlying
security. The size of the premiums the fund may receive may
be adversely affected as new or existing institutions,
including other investment companies, engage in or increase
their option-writing activities.

Options written by the fund will normally have expiration
dates between one and six months from the date written. The
exercise price of the options may be below, equal to, or
above the current market values of the underlying securities
when the options are written. In the case of call options,
these exercise prices are referred to as "in-the-money,"
"at-the-money" and "out-of-the-money," respectively.

The fund may write (a) in-the-money call options when the
manager expects the price of the underlying security to
remain flat or decline moderately during the option period,
(b) at-the-money call options when the manager expects the
price of the underlying security to remain flat or advance
moderately during the option period and (c) out-of-the-money
call options when the manager expects that the price of the
security may increase but not above a price equal to the sum
of the exercise price plus the premiums received from
writing the call option. In any of the preceding situations,
if the market price of the underlying security declines and
the security is sold at this lower price, the amount of any
realized loss will be offset wholly or in part by the
premium received. Out-of-the-money, at-the-money and in-the-
money put options (the reverse of call options as to the
relation of exercise price to market price) may be utilized
in the same market environments as such call options are
used in equivalent transactions.

So long as the obligation of the fund as the writer of an
option continues, the fund may be assigned an exercise
notice by the broker-dealer through which the option was
sold, requiring it to deliver, in the case of a call, or
take delivery of, in the case of a put, the underlying
security against payment of the exercise price. This
obligation terminates when the option expires or the fund
effects a closing purchase transaction. The fund can no
longer effect a closing purchase transaction with respect to
an option once it has been assigned an exercise notice. To
secure its obligation to deliver the underlying security
when it writes a call option, or to pay for the underlying
security when it writes a put option, the fund will be
required to deposit in escrow the underlying security or
other assets in accordance with the rules of the Options
Clearing Corporation ("Clearing Corporation") or similar
clearing corporation and the securities exchange on which
the option is written.

An option position may be closed out only where there exists
a secondary market for an option of the same series on a
recognized securities exchange or in the over-the-counter
market.  The fund expects to write options only on national
securities exchanges or in the over-the-counter market.  The
fund may purchase put options issued by the Clearing
Corporation or in the over-the-counter market.

The fund may realize a profit or loss upon entering into a
closing transaction. In cases in which the fund has written
an option, it will realize a profit if the cost of the
closing purchase transaction is less than the premium
received upon writing the original option and will incur a
loss if the cost of the closing purchase transaction exceeds
the premium received upon writing the original option.
Similarly, when the fund has purchased an option and engages
in a closing sale transaction, whether it recognizes a
profit or loss will depend upon whether the amount received
in the closing sale transaction is more or less than the
premium the fund initially paid for the original option plus
the related transaction costs.

Although the fund generally will purchase or write only
those options for which the manager believes there is an
active secondary market so as to facilitate closing
transactions, there is no assurance that sufficient trading
interest to create a liquid secondary market on a securities
exchange will exist for any particular option or at any
particular time, and for some options no such secondary
market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for
example, higher than anticipated trading activity or order
flow, or other unforeseen events, have at times rendered
certain of the facilities of the Clearing Corporation and
national securities exchanges inadequate and resulted in the
institution of special procedures, such as trading
rotations, restrictions on certain types of orders or
trading halts or suspensions in one or more options. There
can be no assurance that similar events, or events that may
otherwise interfere with the timely execution of customers'
orders, will not recur. In such event, it might not be
possible to effect closing transactions in particular
options. If, as a covered call option writer, the fund is
unable to effect a closing purchase transaction in a
secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the
underlying security upon exercise.

Securities exchanges generally have established limitations
governing the maximum number of calls and puts of each class
which may be held or written, or exercised within certain
periods, by an investor or group of investors acting in
concert (regardless of whether the options are written on
the same or different securities exchanges or are held,
written or exercised in one or more accounts or through one
or more brokers).  It is possible that the fund and other
clients of the manager and certain of their affiliates may
be considered to be such a group.  A securities exchange may
order the liquidation of positions found to be in violation
of these limits, and it may impose certain other sanctions.

In the case of options written by the fund that are deemed
covered by virtue of the fund's holding convertible or
exchangeable preferred stock or debt securities, the time
required to convert or exchange and obtain physical delivery
of the underlying common stocks with respect to which the
fund has written options may exceed the time within which
the fund must make delivery in accordance with an exercise
notice. In these instances, the fund may purchase or
temporarily borrow the underlying securities for purposes of
physical delivery. By so doing, the fund will not bear any
market risk because the fund will have the absolute right to
receive from the issuer of the underlying security an equal
number of shares to replace the borrowed stock, but the fund
may incur additional transaction costs or interest expenses
in connection with any such purchase or borrowing.

Although the manager will attempt to take appropriate
measures to minimize the risks relating to the fund's
writing of call options and purchasing of put and call
options, there can be no assurance that the fund will
succeed in its option-writing program.

Stock Index Options.  As described generally above, the fund
may purchase put and call options and write call options on
domestic stock indexes listed on domestic exchanges in order
to realize its investment objective of capital appreciation
or for the purpose of hedging its portfolio. A stock index
fluctuates with changes in the market values of the stocks
included in the index. Some stock index options are based on
a broad market index such as the New York Stock Exchange
Composite Index or the Canadian Market Portfolio Index, or a
narrower market index such as the Standard & Poor's 100.
Indexes also are based on an industry or market segment such
as the American Stock Exchange Oil and Gas Index or the
Computer and Business Equipment Index.

Options on stock indexes are generally similar to options on
stock except that the delivery requirements are different.
Instead of giving the right to take or make delivery of
stock at a specified price, an option on a stock index gives
the holder the right to receive a cash "exercise settlement
amount" equal to (a) the amount, if any, by which the fixed
exercise price of the option exceeds (in the case of a put)
or is less than (in the case of a call) the closing value of
the underlying index on the date of exercise, multiplied by
(b) a fixed "index multiplier." Receipt of this cash amount
will depend upon the closing level of the stock index upon
which the option is based being greater than, in the case of
a call, or less than, in the case of a put, the exercise
price of the option. The amount of cash received will be
equal to such difference between the closing price of the
index and the exercise price of the option expressed in
dollars or a foreign currency, as the case may be, times a
specified multiple. The writer of the option is obligated,
in return for the premium received, to make delivery of this
amount. The writer may offset its position in stock index
options prior to expiration by entering into a closing
transaction on an exchange or it may let the option expire
unexercised.

The effectiveness of purchasing or writing stock index
options as a hedging technique will depend upon the extent
to which price movements in the portion of the securities
portfolio of the fund correlate with price movements of the
stock index selected. Because the value of an index option
depends upon movements in the level of the index rather than
the price of a particular stock, whether the fund will
realize a gain or loss from the purchase or writing of
options on an index depends upon movements in the level of
stock prices in the stock market generally or, in the case
of certain indexes, in an industry or market segment, rather
than movements in the price of a particular stock.
Accordingly, successful use by the fund of options on stock
indexes will be subject to the manager's ability to predict
correctly movements in the direction of the stock market
generally or of a particular industry. This requires
different skills and techniques than predicting changes in
the price of individual stocks.

Futures Contracts and Options on Futures Contracts.  As
described generally above, the fund may invest in stock
index futures contracts and options on futures contracts
traded on a domestic exchange or board of trade.  Futures
contracts provide for the future sale by one party and
purchase by another party of a specified amount of a
specific security at a specified future time and at a
specified price.  The primary purpose of entering into a
futures contract by the fund is to protect the fund from
fluctuations in the value of securities without actually
buying or selling the securities.  The fund may enter into
futures contracts and options on futures to seek higher
investment returns when a futures contract is priced more
attractively than stocks comprising a benchmark index, to
facilitate trading or to reduce transaction costs.  The fund
will enter into futures contracts and options only on
futures contracts that are traded on a domestic exchange and
board of trade.  Assets committed to futures contracts will
be segregated on the fund's books  to the extent required by
law.

The purpose of entering into a futures contract by the fund
is to protect the fund from fluctuations in the value of
securities without actually buying or selling the
securities. For example, in the case of stock index futures
contracts, if the fund anticipates an increase in the price
of stocks it intends to purchase at a later time, the fund
could enter into contracts to purchase the stock index
(known as taking a "long" position) as a temporary
substitute for the purchase of stocks. If an increase in the
market occurs that influences the stock index as
anticipated, the value of the futures contracts increases
and thereby serves as a hedge against the fund's not
participating in a market advance. The fund then may close
out the futures contracts by entering into offsetting
futures contracts to sell the stock index (known as taking a
"short" position) as it purchases individual stocks. The
fund can accomplish similar results by buying securities
with long maturities and selling securities with short
maturities. But by using futures contracts as an investment
tool to reduce risk, given the greater liquidity in the
futures market, it may be possible to accomplish the same
result more easily and more quickly.

No consideration will be paid or received by the fund upon
the purchase or sale of a futures contract. Initially, the
fund will be required to deposit with the broker an amount
of cash or cash equivalents equal to approximately 1% to 10%
of the contract amount (this amount is subject to change by
the exchange or board of trade on which the contract is
traded and brokers or members of such board of trade may
charge a higher amount). This amount is known as "initial
margin" and is in the nature of a performance bond or good
faith deposit on the contract which is returned to the fund,
upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Subsequent
payments, known as "variation margin," to and from the
broker, will be made daily as the price of the index or
securities underlying the futures contract fluctuates,
making the long and short positions in the futures contract
more or less valuable, a process known as "marking-to-
market." In addition, when the fund enters into a long
position in a futures contract or an option on a futures
contract, it must deposit into a segregated account with the
fund's custodian an amount of cash or cash equivalents equal
to the total market value of the underlying futures
contract, less amounts held in the fund's commodity
brokerage account at its broker. At any time prior to the
expiration of a futures contract, the fund may elect to
close the position by taking an opposite position, which
will operate to terminate the fund's existing position in
the contract.

There are several risks in connection with the use of
futures contracts as a hedging device. Successful use of
futures contracts by the fund is subject to the ability of
the manager to predict correctly movements in the stock
market or in the direction of interest rates. These
predictions involve skills and techniques that may be
different from those involved in the management of
investments in securities. In addition, there can be no
assurance that there will be a perfect correlation between
movements in the price of the securities underlying the
futures contract and movements in the price of the
securities that are the subject of the hedge. A decision of
whether, when and how to hedge involves the exercise of
skill and judgment, and even a well-conceived hedge may be
unsuccessful to some degree because of market behavior or
unexpected trends in market behavior or interest rates.

Positions in futures contracts may be closed out only on the
exchange on which they were entered into (or through a
linked exchange) and no secondary market exists for those
contracts. In addition, although the fund intends to enter
into futures contracts only if there is an active market for
the contracts, there is no assurance that an active market
will exist for the contracts at any particular time. Most
futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a
single trading day. Once the daily limit has been reached in
a particular contract, no trades may be made that day at a
price beyond that limit. It is possible that futures
contract prices could move to the daily limit for several
consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses. In
such event, and in the event of adverse price movements, the
fund would be required to make daily cash payments of
variation margin; in such circumstances, an increase in the
value of the portion of the portfolio being hedged, if any,
may partially or completely offset losses on the futures
contract. As described above, however, no assurance can be
given that the price of the securities being hedged will
correlate with the price movements in a futures contract and
thus provide an offset to losses on the futures contract.


INVESTMENT RESTRICTIONS

The investment restrictions numbered 1 through 7 below and
the fund's investment objective have been adopted by the
trust as fundamental policies of the fund.  Under the 1940
Act, a fundamental policy may not be changed with respect to
a fund without the vote of a majority of the outstanding
voting securities of the fund.  Majority is defined in the
1940 Act as the lesser of (a) 67% or more of the shares
present at a fund meeting, if the holders of more than 50%
of the outstanding shares of the fund are present or
represented by proxy, or (b) more than 50% of outstanding
shares.  The remaining restrictions may be changed by a vote
of a majority of the trust's board of trustees at any time.
Under the investment restrictions adopted by the trust with
respect to the fund: the fund will not
1.  	Invest in a manner that would cause it to fail to be a
"diversified company" under the 1940 Act and the rules,
regulations and orders thereunder.

2.  	Invest more than 25% of its total assets in
securities, the issuers of which conduct their business
activities in the same industry. For purposes of this
limitation, securities of the U.S. government (including its
agencies and instrumentalities) and securities of state or
municipal governments and their political subdivisions are
not considered to be issued by members of any industry.

3.  	Borrow money, except that (a) the fund may borrow from
banks for temporary or emergency (not leveraging) purposes,
including the meeting of redemption requests which might
otherwise require the untimely disposition of securities,
and (b) the fund may, to the extent consistent with its
investment policies, enter into reverse repurchase
agreements, forward roll transactions and similar investment
strategies and techniques.  To the extent that it engages in
transactions described in (a) and (b), the fund will be
limited so that no more than 331/3% of the value of its total
assets (including the amount borrowed), valued at the lesser
of cost or market, less liabilities (not including the
amount borrowed), is derived from such transactions.

4.  	Issue "senior securities" as defined in the 1940 Act
and the rules, regulations and orders thereunder, except as
permitted under the 1940 Act and the rules, regulations and
orders thereunder

5.  	Make loans.  This restriction does not apply to: (a)
the purchase of debt obligations in which the fund may
invest consistent with its investment objectives and
policies; (b) repurchase agreements; and (c) loans of its
portfolio securities, to the fullest extent permitted under
the 1940 Act.

6.  	Purchase or sell real estate, real estate mortgages,
commodities or commodity contracts, but this restriction
shall not prevent the fund from (a) investing in securities
of issuers engaged in the real estate business or the
business of investing in real estate (including interests in
limited partnerships owning or otherwise engaging in the
real estate business or the business of investing in real
estate) and securities which are secured by real estate or
interests therein;  (b) holding or selling real estate
received in connection with securities it holds or held;
(c)  trading in futures contracts and options on futures
contracts (including options on currencies to the extent
consistent with the fund's investment objective and
policies);  or (d) investing in real estate investment trust
securities.

7.  	Engage in the business of underwriting securities
issued by other persons, except to the extent that the fund
may technically be deemed to be an underwriter under the
Securities Act of 1933, as amended, in disposing of
portfolio securities.

8.  	Purchase any securities on margin (except for such
short-term credits as are necessary for the clearance of
purchases and sales of portfolio securities) or sell any
securities short (except "against the box").  For purposes
of this restriction, the deposit or payment by the fund of
underlying securities and other assets in escrow and
collateral agreements with respect to initial or maintenance
margin in connection with futures contracts and related
options and options on securities, indexes or similar items
is not considered to be the purchase of a security on
margin.

9.  	Invest in oil, gas or other mineral leases or
exploration or development programs.

10.  	Write or sell puts, calls, straddles, spreads or
combinations of those transactions, except as permitted
under the fund's investment objective and policies.

11.  	Purchase a security if, as a result, the fund would
then have more than 5% of its total assets invested in
securities of issuers (including predecessors) that have
been in continuous operation for fewer than three years.

12.  	Make investments for the purpose of exercising control
of management.

If any percentage restriction described above is complied
with at the time of an investment, a later increase or
decrease in percentage resulting from a change in values or
assets will not constitute a violation of such restriction.

TRUSTEES OF THE TRUST AND EXECUTIVE OFFICERS OF THE FUND

The names of the trustees of the trust and executive
officers of the fund, together with information as to their
principal business occupations, are set forth below.  The
executive officers of the fund are employees of
organizations that provide services to the fund.  Each
trustee who is an "interested person" of the trust, as
defined in the 1940 Act, is indicated by an asterisk. The
address of the "non-interested" trustees and the executive
officers of the fund is 388 Greenwich Street, New York, New
York 10013, unless otherwise indicated.

Herbert Barg, Trustee (Age 76).  Private Investor.  His
address is 273 Montgomery Avenue, Bala Cynwyd, Pennsylvania
19004.  Director/Trustee of sixteen investment companies
associated with Citigroup, Inc. ("Citigroup")

*Alfred J. Bianchetti Trustee (Age 77).  Retired; formerly
Senior Consultant to Dean Witter Reynolds Inc.  His address
is 19 Circle End Drive, Ramsey, New Jersey 07466.
Director/Trustee of eleven investment companies associated
with Citigroup.

Martin Brody Trustee (Age 78).  Consultant, HMK Associates;
Retired Vice Chairman of the Board of Restaurant Associates
Corp.  His address is c/o HMK Associates, 30 Columbia
Turnpike, Florham Park, New Jersey 07932.  Director/Trustee
of twenty-one investment companies associated with
Citigroup.

Dwight B. Crane Trustee (Age 62).  Professor, Harvard
Business School.  His address is c/o Harvard Business
School, Soldiers Field Road, Boston, Massachusetts 02163.
Director/Trustee of twenty-four investment companies
associated with Citigroup.

Burt N. Dorsett Trustee (Age 69).  Managing Partner of
Dorsett McCabe Management. Inc., an investment counseling
firm; Director of Research Corporation Technologies, Inc., a
nonprofit patent clearing and licensing firm.  His address
is 201 East 62nd Street, New York, New York 10021.
Director/Trustee of eleven investment companies associated
with Citigroup.

Elliot S. Jaffe Trustee (Age 73).  Chairman of the Board and
President of The Dress Barn, Inc.  His address is 30
Dunnigan Drive, Suffern, New York 10901.  Director/Trustee
of eleven investment companies associated with Citigroup.

Stephen E. Kaufman Trustee (Age 68).  Attorney.  His address
is 277 Park Avenue, New York, New York 10172.
Director/Trustee of thirteen investment companies associated
with Citigroup.

Joseph J. McCann Trustee (Age 69).  Financial Consultant;
Retired Financial Executive, Ryan Homes, Inc.  His address
is 200 Oak Park Place, Pittsburgh, Pennsylvania 15243.
Director/Trustee of eleven investment companies associated
with Citigroup.

*Heath B. McLendon Trustee (Age 66). Chairman of the Board,
President and Chief Executive Officer; Managing Director of
Salomon Smith Barney; President of SSB Citi and Travelers
Investment Adviser, Inc. ("TIA"); Chairman or Co-Chairman of
the Board of 71 investment companies associated with Salomon
Smith Barney. His address is 7 World Trade Center, New York,
New York 10048.

Cornelius C. Rose, Jr. Trustee (Age 66).  President,
Cornelius C. Rose Associates, Inc., financial consultants,
and Chairman and Director of Performance Learning Systems,
an educational consultant.  His address is Meadowbrook
Village, Building 4, Apt 6, West Lebanon, New Hampshire
03784.  Director/Trustee of eleven investment companies
associated with Citigroup.

Lewis E. Daidone (Age 42).  Senior Vice President and
Treasurer; Managing Director of Salomon Smith Barney; Chief
Financial Officer of the Smith Barney Mutual funds;
Treasurer and Senior Vice President or Executive Vice
President of sixty-one investment companies associated with
Citigroup; Director and Senior Vice President of SSB Citi
and TIA.

Alan Blake (Age 50). Vice President and Investment Officer;
Managing Director of Salomon Smith Barney; Investment
Officer of two investment companies associated with
Citigroup; Investment Officer of SSB Citi.

Paul Brook (Age 46). Controller; Director of Salomon Smith
Barney; Controller or Assistant Treasurer of forty-three
investment companies associated with Citigroup; from 1997-
1998 Managing Director of AMT Capital Services Inc.; prior
to 1997 Partner with Ernst & Young LLP.

Christina T. Sydor (Age 49) Secretary; Managing Director of
Salomon Smith Barney; Secretary of sixty-one investment
companies associated with Citigroup; General Counsel and
Secretary of SSB Citi and TIA.

As of  March 9, 2000, the trustees and officers owned, in
the aggregate, less than 1% of the outstanding shares of
each of the funds. No officer, director or employee of
Salomon Smith Barney or any of its affiliates receives any
compensation from the trust for serving as an officer of the
funds or trustee of the trust.  The trust pays each trustee
who is not an officer, director or employee of Salomon Smith
Barney or any of its affiliates a fee of $12,000 per annum
plus $1000 per in-person meeting and $100 per telephonic
meeting.  Each trustee emeritus who is not an officer,
director or employee of Salomon Smith Barney or its
affiliates receives a fee of $5,000 per annum plus $500 per
in-person meeting and $50 per telephonic meeting.  All
trustees are reimbursed for travel and out-of-pocket
expenses incurred to attend such meetings, and for the most
recent calendar year the aggregate reimbursement was
$14,437.83.

For the fiscal year ended November 30, 1999, the Trustees of
the trust were paid the following compensation:




Name of Person



Aggregate
Compensat
ion
from
Trust

Total
Pension or
Retirement
Benefits
Accrued
As part of
Trust
Expenses

Compensation
From Trust
and Fund
Complex
Paid to
Trustees+

Number of
Funds for
Which Trustee
Serves
Within
Fund Complex


Herbert Barg**
Alfred
Bianchetti*
Martin Brody**
Dwight B.
Crane**
Burt N.
Dorsett**
Elliot S.
Jaffe**
Stephen E.
Kaufman**
Joseph J.
McCann**
Heath B.
McLendon*
Cornelius C.
Rose, Jr.**

$ 15,600
  14,600
   13,600
   15,500
   15,500
   12,600
   15,600
   15,600
-----
   14,600

$0
0
0
0
0
0
0
0
0
0

$114,288
    53,900
  138,600
  155,363
   57,950
   45,100
  110,650
   58,050
------
  53,500

16
11
21
24
11
11
13
11
71
11

+	For calendar year ended December 31, 1999.
* 	Designated an "interested" trustee.
**	Designates member of Audit Committee.


	Upon attainment of age 80, fund trustees are required
to change to emeritus status. Trustees emeritus are
entitled to serve in emeritus status for a maximum of
10 years. A trustee emeritus may attend meetings but
has no voting rights. . During the fund's last fiscal
year, aggregate compensation paid by the fund to
trustees achieving emeritus status totaled $_____.




The following table contains a list of shareholders of
record or who beneficially owned at least 5% of the
outstanding shares of a particular class of shares of the
fund as of March 9, 2000.

CLASS Y - PERCENTAGE OF SHARES

Smith Barney Concert Series, Inc.
High Growth Portfolio
PNC Bank NA
200 Stevens Drive, Suite 440

Attn: Beverly Timson
Lester, PA 19113
Owned 3,978,232.710 (49.38%) shares

Smith Barney Concert Series, Inc.
Growth Portfolio
PNC Bank NA
200 Stevens Drive, Suite 440
Attn: Beverly Timson
Lester, PA 19113
Owned 2,535,359.444 (31.47%) shares

Smith Barney Concert Series, Inc.
Select High Growth Portfolio
PNC Bank NA
200 Stevens Drive, Suite 440
Attn: Beverly Timson
Lester, PA 19113
Owned 632,197.977 (7.84%) shares

Smith Barney Concert Series, Inc.
Select Growth Portfolio
PNC Bank NA
200 Stevens Drive, Suite 440
Attn: Beverly Timson
Lester, PA 19113
Owned 485,369.228 (6.02%) shares

CLASS Z - PERCENTAGE OF SHARES

State Street Bank & Trust CUST
The Travelers Group 401(k)
Savings Plan
Attn: Rick Vest
225 Franklin Street
Boston, Ma 02101
Owned 3,695,964.693 (100%)shares


INVESTMENT MANAGEMENT AND OTHER SERVICES

Investment Manager - SSB Citi

SSB Citi serves as investment manager to the fund pursuant
to an investment management agreement (the "Investment
Management Agreement") with the trust which was approved by
the board of trustees, including a majority of trustees who
are not "interested persons" of the trust or the manager.
The manager is a wholly owned subsidiary of Salomon Smith
Barney Holdings Inc. ("Holdings"), which in turn, is a
wholly owned subsidiary of Citigroup.  Subject to the
supervision and direction of the trust's board of trustees,
the manager manages the fund's portfolio in accordance with
the fund's stated investment objective and policies, makes
investment decisions for the fund, places orders to purchase
and sell securities, and employs professional portfolio
managers and securities analysts who provide research
services to the fund.  The manager pays the salary of any
officer and employee who is employed by both it and the
trust. The manager bears all expenses in connection with the
performance of its services. The manager also: (a) assists
in supervising all aspects of the fund's operations except
those performed by the fund's investment manager under its
investment advisory agreement; b) supplies the fund with
office facilities (which may be in SSB Citi's own offices),
statistical and research data, data processing services,
clerical, accounting and bookkeeping services, including,
but not limited to, the calculation of (i) the net asset
value of shares of the fund, (ii) applicable contingent
deferred sales charges ("Deferred Sales Charge") and similar
fees and charges and (iii) distribution fees, internal
auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c) prepares reports to shareholders of the fund, tax
returns and reports to and filings with the SEC and state
blue sky authorities.

As compensation for investment management services, the fund
pays the manager a fee computed daily and paid monthly at
the annual rate of 0.75% of the fund's average daily net
assets.  The management fees paid by the fund in fiscal
years ended November 30, 1999, November 30, 1998 and the
fiscal period ended November 30, 1997 were $18,933,051,
$5,558,989 and $620,766, respectively.

Auditors

KPMG LLP, independent auditors, 757 Third Avenue, New York,
New York 10017, have been selected to serve as auditors of
the trust and to render opinions on the fund's financial
statements for the fiscal year ending November 30, 1999.

Custodian, Transfer Agent and Sub-Transfer Agent

PNC Bank, National Association ("PNC" or "custodian"),
located at 17th and Chestnut Streets, Philadelphia,
Pennsylvania, 19103, serves as the custodian of the fund.
Under its custody agreement with the fund, PNC holds the
fund's securities and keeps all necessary accounts and
records. For its services, PNC receives a monthly fee based
upon the month-end market value of securities held in
custody and also receives securities transactions charges.
The assets of the fund are held under bank custodianship in
compliance with the 1940 Act.

Smith Barney Private Trust Company (the "transfer agent"),
located at 388 Greenwich Street, New York, New York 10013
serves as the transfer agent and shareholder services agent
for the fund.

PFPC Global Fund Services ("PFPC" or "sub-transfer agent"),
located at Exchange Place, Boston, Massachusetts 02109,
serves as the trust's sub-transfer agent.  Under the
transfer agency agreement, the sub-transfer agent maintains
the shareholder account records for the trust, handles
certain communications between shareholders and the trust
and distributes dividends and distributions payable by the
trust.  For these services, the sub-transfer agent receives
a monthly fee computed on the basis of the number of
shareholder accounts it maintains for the trust during the
month, and is reimbursed for out-of-pocket expenses.

Code of Ethics. Pursuant to Rule 17j-1 of the 1940 Act, the
fund, its investment advisers and principal underwriter have
adopted codes of ethics that permit personnel to invest in
securities for their own accounts, including securities that
may be purchased or held by the fund.  All personnel must
place the interests of clients first and avoid activities,
interests and relationships that might interfere with the
duty to make decisions in the best interests of the clients.
All personal securities transactions by employees must
adhere to the requirements of the codes and must be
conducted in such a manner as to avoid any actual or
potential conflict of interest, the appearance of such a
conflict, or the abuse of an employee's position of trust
and responsibility.

A copy of the Fund's Code of Ethics is on file with the
Securities and Exchange Commission.

Distributor

CFBDS, Inc., located at 20 Milk Street, Boston,
Massachusetts 02109-5408 serves as the fund's distributor
pursuant to a written agreement dated October 8, 1998 (the
"Distribution Agreement") which was approved by the fund's
Board of Trustees, including a majority of the independent
trustees on July 15, 1998.  Prior to the merger of Travelers
Group, Inc. and Citicorp Inc. on October 8, 1998, Salomon
Smith Barney served as the fund's distributor.

For the fiscal period ended November 30, 1997, the aggregate
dollar amount of commissions on Class A shares was
$3,023,000, all of which was paid to Salomon Smith Barney.
For the period December 1, 1997 through October 7, 1998 the
aggregate dollar amount of commissions on Class A shares was
$319,000, all of which was paid to Salomon Smith Barney.
For the period October 8, 1998 through November 30, 1998 the
aggregate dollar amount of commissions on Class A shares was
$2,596,000,  $2,336,400 of which was paid to Salomon Smith
Barney. For the fiscal year ended November 30, 1999, the
aggregate dollar amount of commissions on Class A shares was
$5,565,000, $5,008,500 of which was paid to Salomon Smith
Barney and $556,500 was paid to CFBDS, Inc.

For the period June 12, 1998 through October 7, 1998 the
aggregate dollar amount of commissions on Class L shares was
$161,000, all of which was paid to Salomon Smith Barney. For
the period October 8, 1998 through November 30, 1998 the
aggregate dollar amount of commissions on Class L shares was
$664,000, $597,600 of which was paid to Salomon Smith
Barney. For the fiscal year ended November 30, 1999, the
aggregate dollar amount of commissions on Class L shares was
$3,693,000, $3,323,700 of which was paid to Salomon Smith
Barney and $369,300 was paid to CFBDS, Inc.

For the fiscal period ended November 30, 1997 and the fiscal
years ended November 30, 1998 and November 30, 1999, Salomon
Smith Barney or its predecessor received from shareholders
$1,000, $23,000 and $6,000, respectively, in deferred sales
charges on the redemption of Class A shares.

For the fiscal period ended November 30, 1997 and the fiscal
years ended November 30, 1998, and November 30, 1999,
Salomon Smith Barney or its predecessor received from
shareholders $28,000, $547,000 and $1,827,000, respectively,
in deferred sales charges on the redemption of Class B
shares.

For the fiscal period ended November 30, 1997 and the fiscal
years ended November 30, 1998 and November 30, 1999, Salomon
Smith Barney or its predecessor received from shareholders
$3,000, $45,000 and $201,000, respectively, in deferred
sales charges on the redemption of Class L shares.

When payment is made by the investor before the settlement
date, unless otherwise noted by the investor, the funds will
be held as a free credit balance in the investor's brokerage
account and Salomon Smith Barney may benefit from the
temporary use of the funds.  The fund's Board of Trustees
has been advised of the benefits to Salomon Smith Barney
resulting from these settlement procedures and will take
such benefits into consideration when reviewing the
Investment Management and Distribution Agreements for
continuance.

Distribution Arrangements. To compensate Salomon Smith
Barney for the service it provides and for the expense it
bears, the fund has adopted a services and distribution plan
(the "Plan") pursuant to Rule 12b-1 under the 1940 Act.
Under the Plan, the fund pays Salomon Smith Barney a service
fee, accrued daily and paid monthly, calculated at the
annual rate of 0.25% of the value of the fund's average
daily net assets attributable to the Class A, Class B and
Class L shares.  In addition, the fund pays Salomon Smith
Barney a distribution fee with respect to Class B and Class
L shares primarily intended to compensate Salomon Smith
Barney for its initial expense of paying Financial
Consultants a commission upon sales of those shares.  The
Class B and Class L distribution fee is calculated at the
annual rate of 0.75% of the value of the fund's average net
assets attributable to the shares of the respective Class.


The following service and distribution fees were incurred
pursuant to a Distribution Plan during the periods
indicated:





Distribution Plan Fees





Fiscal Year
Ended
11/30/99

Fiscal Year
Ended
11/30/98

Fiscal Period
Ended
11/30/97

Class A

$  1,463,411

$   489,693

$  64,109

Class B

$12,650,700

$3,522,540

$404,500

Class L*

$  4,624,888

$   842,963

$  82,645

* Class L shares were called Class C shares until June
12, 1998.

For the fiscal year ended November 30, 1999, the distributor
incurred distribution expenses totaling $43,032,508,
consisting of  $1,726,750 for advertising, $123,662 for
printing and mailing of prospectuses, $10,394,858 for
support services, $29,488,563 to Salomon Smith Barney
Financial Consultants, and $1,318,675 in accruals for
interest on the excess of Salomon Smith Barney expenses
incurred in distribution of the funds' shares over the sum
of the distribution fees and deferred sales charge received
by Salomon Smith Barney from the fund.  For the fiscal year
ended November 30, 1999, the Salomon Smith Barney received
$18,738,999 in the aggregate from the Plan.

Under its terms, the Plan continues from year to year,
provided such continuance is approved annually by vote of
the board of trustees, including a majority of the trustees
who are not interested persons of the trust and who have no
direct or indirect financial interest in the operation of
the Plan or in the Distribution Agreement (the "independent
trustees").  The Plan may not be amended to increase the
amount of the service and distribution fees without
shareholder approval, and all amendments of the Plan also
must be approved by the trustees including all of the
independent trustees in the manner described above.  The
Plan may be terminated with respect to a Class at any time,
without penalty, by vote of a majority of the independent
trustees or, with respect to any fund, by vote of a majority
of the outstanding voting securities of a fund (as defined
in the 1940 Act).  Pursuant to the Plan, Salomon Smith
Barney will provide the board of trustees with periodic
reports of amounts expended under the Plan and the purpose
for which such expenditures were made.

PORTFOLIO TRANSACTIONS

The manager arranges for the purchase and sale of the fund's
securities and selects brokers and dealers (including
Salomon Smith Barney) which in its best judgment provide
prompt and reliable execution at favorable prices and
reasonable commission rates.  The manager may select brokers
and dealers that provide it with research services and may
cause the fund to pay such brokers and dealers commissions
which exceed those other brokers and dealers may have
charged, if it views the commissions as reasonable in
relation to the value of the brokerage and/or research
services.  In selecting a broker, including Salomon Smith
Barney, for a transaction, the primary consideration is
prompt and effective execution of orders at the most
favorable prices. Subject to that primary consideration,
dealers may be selected for research statistical or other
services to enable the manager to supplement its own
research and analysis.

Decisions to buy and sell securities for the fund are made
by the manager, subject to the overall supervision and
review of the trust's board of trustees. Portfolio
securities transactions for the fund are effected by or
under the supervision of the manager.

Transactions on stock exchanges involve the payment of
negotiated brokerage commissions. There is generally no
stated commission in the case of securities traded in the
over-the-counter market, but the price of those securities
includes an undisclosed commission or mark-up. Over-the-
counter purchases and sales are transacted directly with
principal market makers except in those cases in which
better prices and executions may be obtained elsewhere. The
cost of securities purchased from underwriters includes an
underwriting commission or concession, and the prices at
which securities are purchased from and sold to dealers
include a dealer's mark-up or mark-down.

In executing portfolio transactions and selecting brokers or
dealers, it is the fund's policy to seek the best overall
terms available. The manager, in seeking the most favorable
price and execution, considers all factors it deems
relevant, including, for example, the price, the size of the
transaction, the reputation, experience and financial
stability of the broker-dealer involved and the quality of
service rendered by the broker-dealer in other transactions.
The manager receives research, statistical and quotation
services from several broker-dealers with which it places
the fund's portfolio transactions. It is possible that
certain of the services received primarily will benefit one
or more other accounts for which the manager exercises
investment discretion. Conversely, the fund may be the
primary beneficiary of services received as a result of
portfolio transactions effected for other accounts. The
manager's fee under the management agreement is not reduced
by reason of its receiving such brokerage and research
services. The trust's board of trustees, in its discretion,
may authorize the manager to cause the fund to pay a broker
that provides brokerage and research services to the manager
a commission in excess of that which another qualified
broker would have charged for effecting the same
transaction. Salomon Smith Barney will not participate in
commissions from brokerage given by the fund to other
brokers or dealers and will not receive any reciprocal
brokerage business resulting therefrom. For the fiscal year
ended November 30, 1999, the fund directed brokerage
transactions totalling approximately $5,847,600 to brokers
because of research services provided.  The amount of
brokerage commissions paid on such transactions totalled
approximately $7,975.

In accordance with Section 17(e) of the 1940 Act and Rule
17e-1 thereunder, the trust's board of trustees has
determined that any portfolio transaction for the fund may
be executed through Salomon Smith Barney or an affiliate of
Salomon Smith Barney if, in the manager's judgment, the use
of Salomon Smith Barney or an affiliate is likely to result
in price and execution at least as favorable as those of
other qualified brokers and if, in the transaction, Salomon
Smith Barney or the affiliate charges the fund a commission
rate consistent with those charged by Salomon Smith Barney
or an affiliate to comparable unaffiliated customers in
similar transactions. In addition, under SEC rules Salomon
Smith Barney may directly execute such transactions for the
fund on the floor of any national securities exchange,
provided: (a) the board of trustees has expressly authorized
Salomon Smith Barney to effect such transactions; and (b)
Salomon Smith Barney annually advises the fund of the
aggregate compensation it earned on such transactions.

Even though investment decisions for the fund are made
independently from those of the other accounts managed by
the manager, investments of the kind made by the fund also
may be made by those other accounts. When the fund and one
or more accounts managed by the manager are prepared to
invest in, or desire to dispose of, the same security,
available investments or opportunities for sales will be
allocated in a manner believed by the manager to be
equitable. In some cases, this procedure may adversely
affect the price paid or received by the fund or the size of
the position obtained for or disposed of by the fund.

The fund will not purchase securities during the existence
of any underwriting or selling group relating to the
securities, of which the manager is a member, except to the
extent permitted by the SEC.  Under certain circumstances,
the fund may be at a disadvantage because of this limitation
in comparison with other funds that have similar investment
objectives but that are not subject to a similar limitation.

The fund has paid the following in brokerage commissions for
portfolio transactions:

					Fiscal			Fiscal
			Fiscal
					Year			Year
	Period
					Ended			Ended
	Ended
					11/30/99		11/30/98
	11/30/97


Total Brokerage Commissions		$1,578,155
	$543,185		$232,530

Total Brokerage Commissions
paid to Salomon Smith Barney	$     84,525
$25,080		  $34,620

% of Total Brokerage Commissions
paid to Salomon Smith Barney	         5.36%
	4.62%	     		14.89%

% of Total Transactions involving
Commissions paid to Salomon
Smith Barney				        4.67%
	2.90%	                    	8.11%

Portfolio securities transactions on behalf of the fund are
placed by the manager with a number of brokers and dealers,
including Salomon Smith Barney.  Salomon Smith Barney has
advised the fund that in transactions with the fund, Salomon
Smith Barney charges a commission rate at least as favorable
as the rate that Salomon Smith Barney charges its comparable
unaffiliated customers in similar transactions.

PORTFOLIO TURNOVER

The fund's portfolio turnover rate (the lesser of purchases
or sales of portfolio securities during the year, excluding
purchases or sales of short-term securities, divided by the
monthly average value of portfolio securities) is generally
not expected to exceed 100%.  The rate of turnover will not
be a limiting factor, however, when the fund deems it
desirable to sell or purchase securities.  This policy
should not result in higher brokerage commissions to the
fund, as purchases and sales of portfolio securities are
usually effected as principal transactions.  Securities may
be sold in anticipation of a rise in interest rates (market
decline) or purchased in anticipation of a decline in
interest rates (market rise) and later sold.  In addition, a
security may be sold and another security of comparable
quality purchased at approximately the same time to take
advantage of what the fund believes to be a temporary
disparity in the normal yield relationship between the two
securities.  These yield disparities may occur for reasons
not directly related to the investment quality of particular
issues or the general movement of interest rates, such as
changes in the overall demand for, or supply of, various
types of tax-exempt securities. The portfolio turnover rates
were 9% for the fiscal year ended November 30, 1999 and 14%
for the fiscal year ended November 30, 1998.

PURCHASE OF SHARES

Sales Charge Alternatives

The following classes of shares are available for purchase.
See the prospectus for a discussion of factors to consider
in selecting which Class of shares to purchase.

Class A Shares.  Class A shares are sold to investors at the
public offering price, which is the net asset value plus an
initial sales charge as follows:



Amount
of
Investme
nt

Sales Charge
as a %
of
Transaction

Sales
Charge as a
%
of Amount
Invested
Dealers'
Reallowance as
%
Of Offering
Price
Less than
$25,000

5.00%
5.26%
4.50%
$ 25,000 -
49,999
4.00
4.17
3.60
50,000 -
99,999
3.50
3.63
3.15
100,000 -
249,999
3.00
3.09
2.70
250,000 -
499,999
2.00
2.04
1.80
500,000 and
over
*
*
*

*	Purchases of Class A shares of $500,000 or more will
be made at net asset value without any initial sales
charge, but will be subject to a Deferred Sales Charge
of 1.00% on redemptions made within 12 months of
purchase. The deferred sales charge on Class A shares
is payable to Salomon Smith Barney, which compensates
Salomon Smith Barney Financial Consultants and other
dealers whose clients make purchases of $500,000 or
more. The deferred sales charge is waived in the same
circumstances in which the Deferred Sales Charge
applicable to Class B and Class L shares is waived.
See "Deferred Sales Charge Provisions" and "Waivers of
Deferred Sales Charge."

Members of the selling group may receive up to 90% of the
sales charge and may be deemed to be underwriters of the
fund as defined in the 1933 Act.  The reduced sales charges
shown above apply to the aggregate of purchases of Class A
shares of the fund made at one time by "any person," which
includes an individual and his or her immediate family, or a
trustee or other fiduciary of a single trust estate or
single fiduciary account.

Class B Shares.  Class B shares are sold without an initial
sales charge but are subject to a Deferred Sales Charge
payable upon certain redemptions.  See "Deferred Sales
Charge Provisions" below.

Class L Shares.  Class L shares are sold with an initial
sales charge of 1.00% (which is equal to 1.01% of the amount
invested) and are subject to a Deferred Sales Charge payable
upon certain redemptions.  See "Deferred Sales Charge
Provisions" below.  Until June 22, 2001 purchases of Class L
shares by investors who were holders of Class C shares of
the fund and/or other Smith Barney mutual funds on June 12,
1998 will not be subject to the 1% initial sales charge.

Class Y Shares.  Class Y shares are sold without an initial
sales charge or Deferred Sales Charge and are available only
to investors investing a minimum of $15,000,000 (except
purchases of Class Y shares by Smith Barney Concert
Allocation Series Inc., for which there is no minimum
purchase amount).

Class Z Shares.  Class Z Shares are sold without an initial
sales charge or Deferred Sales
Ccharge and are currently offered exclusively for sale to
tax-exempt employee benefit and retirement plans of Salomon
Smith Barney or any of its affiliates ("Qualified Plans")
and to certain unit investment trusts ("UIT) sponsored by
Salomon Smith Barney or any of its affiliates.

General

Investors may purchase shares from a Salomon Smith Barney
Financial Consultant or a broker that clears through Salomon
Smith Barney ("Dealer Representative"). In addition, certain
investors, including qualified retirement plans purchasing
through certain Dealer Representatives, may purchase shares
directly from the fund.  When purchasing shares of the fund,
investors must specify whether the purchase is for Class A,
Class B, Class L or Class Y shares.  Salomon Smith Barney
and Dealer Representatives may charge their customers an
annual account maintenance fee in connection with a
brokerage account through which an investor purchases or
holds shares.  Accounts held directly at the sub-transfer
agent are not subject to a maintenance fee.

Purchases of the fund's Class Z shares must be made in
accordance with the terms of a Qualified Plan or a Salomon
Smith Barney UIT.  There are no minimum investment
requirements for Class Z shares; however the fund reserves
the right to vary this policy at any time.  Shareholders
acquiring Class Z shares through a Qualified Plan or a
Salomon Smith Barney UIT should consult the terms of their
respective plans for redemption provisions.

Investors in Class A, Class B and Class L shares may open an
account in the fund by making an initial investment of at
least $1,000 for each account, or $250 for an IRA or a Self-
Employed Retirement Plan, in the fund. Investors in Class Y
shares may open an account by making an initial investment
of $15,000,000. Subsequent investments of at least $50 may
be made for all Classes. For participants in retirement
plans qualified under Section 403(b)(7) or Section 401(c) of
the Code, the minimum initial investment required for Class
A, Class B and Class L shares and the subsequent investment
requirement for all Classes in the fund is $25.  For
shareholders purchasing shares of the fund through the
Systematic Investment Plan on a monthly basis, the minimum
initial investment requirement for Class A, Class B and
Class L shares and subsequent investment requirement for all
Classes is $25.  For shareholders purchasing shares of the
fund through the Systematic Investment Plan on a quarterly
basis, the minimum initial investment required for Class A,
Class B and Class L shares and the subsequent investment
requirement for all Classes is $50.  There are no minimum
investment requirements for Class A shares for employees of
Citigroup and its subsidiaries, including Salomon Smith
Barney, unitholders who invest distributions from a unit
investment trust ("UIT") sponsored by Salomon Smith Barney,
and Directors/Trustees of any of the Smith Barney mutual
funds, and their spouses and children. The fund reserves the
right to waive or change minimums, to decline any order to
purchase its shares and to suspend the offering of shares
from time to time. Shares purchased will be held in the
shareholder's account by the sub-transfer agent. Share
certificates are issued only upon a shareholder's written
request to the sub-transfer agent.

Purchase orders received by the fund or a Salomon Smith
Barney Financial Consultant prior to the close of regular
trading on the New York Stock Exchange ("NYSE"), on any day
the fund calculates its net asset value, are priced
according to the net asset value determined on that day (the
''trade date'').  Orders received by a Dealer Representative
prior to the close of regular trading on the NYSE on any day
the fund calculates its net asset value, are priced
according to the net asset value determined on that day,
provided the order is received by the fund or the fund's
agent prior to its close of business. For shares purchased
through Salomon Smith Barney or a Dealer Representative
purchasing through Salomon Smith Barney, payment for shares
of the fund is due on the third business day after the trade
date. In all other cases, payment must be made with the
purchase order.

Systematic Investment Plan.  Shareholders may make additions
to their accounts at any time by purchasing shares through a
service known as the Systematic Investment Plan. Under the
Systematic Investment Plan, Salomon Smith Barney or the sub-
transfer agent is authorized through preauthorized transfers
of at least $25 on a monthly basis or at least $50 on a
quarterly basis to charge the shareholder's account held
with a bank or other financial institution on a monthly or
quarterly basis as indicated by the shareholder, to provide
for systematic additions to the shareholder's fund account.
A shareholder who has insufficient funds to complete the
transfer will be charged a fee of up to $25 by Salomon Smith
Barney or the sub-transfer agent.  The Systematic Investment
Plan also authorizes Salomon Smith Barney to apply cash held
in the shareholder's Salomon Smith Barney brokerage account
or redeem the shareholder's shares of a Smith Barney money
market fund to make additions to the account. Additional
information is available from the fund or a Salomon Smith
Barney Financial Consultant or a Dealer Representative.

Sales Charge Waivers and Reductions

Initial Sales Charge Waivers.  Purchases of Class A shares
may be made at net asset value without a sales charge in the
following circumstances: (a) sales to (i) Board Members and
employees of Citigroup and its subsidiaries and any
Citigroup affiliated funds including the Smith Barney mutual
funds (including retired Board Members and employees); the
immediate families of such persons (including the surviving
spouse of a deceased Board Member or employee); and to a
pension, profit-sharing or other benefit plan for such
persons and (ii) employees of members of the National
Association of Securities Dealers, Inc., provided such sales
are made upon the assurance of the purchaser that the
purchase is made for investment purposes and that the
securities will not be resold except through redemption or
repurchase; (b) offers of Class A shares to any other
investment company to effect the combination of such company
with the fund by merger, acquisition of assets or otherwise;
(c) purchases of Class A shares by any client of a newly
employed Salomon Smith Barney Financial Consultant (for a
period up to 90 days from the commencement of the Financial
Consultant's employment with Salomon Smith Barney), on the
condition the purchase of Class A shares is made with the
proceeds of the redemption of shares of a mutual fund which
(i) was sponsored by the Financial Consultant's prior
employer, (ii) was sold to the client by the Financial
Consultant and (iii) was subject to a sales charge; (d)
purchases by shareholders who have redeemed Class A shares
in the fund (or Class A shares of another Smith Barney
mutual fund that is offered with a sales charge) and who
wish to reinvest their redemption proceeds in the fund,
provided the reinvestment is made within 60 calendar days of
the redemption; (e) purchases by accounts managed by
registered investment advisory subsidiaries of Citigroup;
(f) direct rollovers by plan participants of distributions
from a 401(k) plan offered to employees of Citigroup or its
subsidiaries or a 401(k) plan enrolled in the Smith Barney
401(k) Program (Note: subsequent investments will be subject
to the applicable sales charge); (g) purchases by a separate
account used to fund certain unregistered variable annuity
contracts; (h) investments of distributions from or proceeds
from a sale of a UIT sponsored by Salomon Smith Barney;
(i) purchases by investors participating in a Salomon Smith
Barney fee-based arrangement;  and (j)  purchases of Class A
shares by Section 403(b) or Section 401(a) or (k) accounts
associated with Copeland Retirement Programs. In order to
obtain such discounts, the purchaser must provide sufficient
information at the time of purchase to permit verification
that the purchase would qualify for the elimination of the
sales charge.

Right of Accumulation.  Class A shares of the fund may be
purchased by ''any person'' (as defined above) at a reduced
sales charge or at net asset value determined by aggregating
the dollar amount of the new purchase and the total net
asset value of all Class A shares of the fund and of other
Smith Barney mutual funds that are offered with a sales
charge as currently listed under ''Exchange Privilege'' then
held by such person and applying the sales charge applicable
to such aggregate.  In order to obtain such discount, the
purchaser must provide sufficient information at the time of
purchase to permit verification that the purchase qualifies
for the reduced sales charge.  The right of accumulation is
subject to modification or discontinuance at any time with
respect to all shares purchased thereafter.

Letter of Intent - Class A Shares.  A Letter of Intent for
an amount of $50,000 or more provides an opportunity for an
investor to obtain a reduced sales charge by aggregating
investments over a 13 month period, provided that the
investor refers to such Letter when placing orders.  For
purposes of a Letter of Intent, the ''Amount of Investment''
as referred to in the preceding sales charge table includes
(i) all Class A shares of the fund and other Smith Barney
mutual funds offered with a sales charge acquired during the
term of the letter plus (ii) the value of all Class A shares
previously purchased and still owned.  Each investment made
during the period receives the reduced sales charge
applicable to the total amount of the investment goal.  If
the goal is not achieved within the period, the investor
must pay the difference between the sales charges applicable
to the purchases made and the charges previously paid, or an
appropriate number of escrowed shares will be redeemed.  The
term of the Letter will commence upon the date the Letter is
signed, or at the options of the investor, up to 90 days
before such date.  Please contact a Salomon Smith Barney
Financial Consultant or the transfer agent to obtain a
Letter of Intent application.

Letter of Intent - Class Y Shares.  A Letter of Intent may
also be used as a way for investors to meet the minimum
investment requirement for Class Y shares (except purchases
of Class Y shares by Smith Barney Concert Allocation Series
Inc., for which there is no minimum purchase amount).  Such
investors must make an initial minimum purchase of
$5,000,000 in Class Y shares of the fund and agree to
purchase a total of $15,000,000 of Class Y shares of the
fund within 13 months from the date of the Letter. If a
total investment of $15,000,000 is not made within the 13-
month period, all Class Y shares purchased to date will be
transferred to Class A shares, where they will be subject to
all fees (including a service fee of 0.25%) and expenses
applicable to the fund's Class A shares, which may include a
deferred sales charge of 1.00%. Please contact a Salomon
Smith Barney Financial Consultant or the transfer agent for
further information.

Deferred Sales Charge Provisions

''Deferred Sales Charge Shares'' are: (a) Class B shares;
(b) Class L shares; and (c) Class A shares that were
purchased without an initial sales charge but are subject to
a deferred sales charge.  A Deferred Sales Charge may be
imposed on certain redemptions of these shares.

Any applicable Deferred Sales Charge will be assessed on an
amount equal to the lesser of the original cost of the
shares being redeemed or their net asset value at the tims
charge to the extent that the value of such shares
represents: (a) capital appreciation of fund assets; (b)
reinvestment of dividends or capital gain distributions; (c)
with respect to Class B shares, shares redeemed more than
five years after their purchase; or (d) with respect to
Class L shares and Class A shares that are deferred sales
charge shares, shares redeemed more than 12 months after
their purchase.

Class L shares and Class A shares that are deferred sales
charge shares are subject to a 1.00% Deferred Sales Charge
if redeemed within 12 months of purchase. In circumstances
in which the Deferred Sales Charge is imposed on Class B
shares, the amount of the charge will depend on the number
of years since the shareholder made the purchase payment
from which the amount is being redeemed.  Solely for
purposes of determining the number of years since a purchase
payment, all purchase payments made during a month will be
aggregated and deemed to have been made on the last day of
the preceding Salomon Smith Barney statement month. The
following table sets forth the rates of the charge for
redemptions of Class B shares by shareholders, except in the
case of Class B shares held under the Smith Barney 401(k)
Program, as described below. See ''Purchase of Shares-Smith
Barney 401(k) and ExecChoiceTM Programs.''


Year Since Purchase Payment Was
Made

Deferred Sales Charge

First

5.00%

Second

4.00

Third

3.00

Fourth

2.00

Fifth

1.00

Sixth and thereafter

0.00

Class B shares will convert automatically to Class A shares
eight years after the date on which they were purchased and
thereafter will no longer be subject to any distribution
fees. There will also be converted at that time such
proportion of Class B Dividend Shares owned by the
shareholders as the total number of his or her Class B
shares converting at the time bears to the total number of
outstanding Class B shares (other than Class B Dividend
Shares) owned by the shareholder.

In determining the applicability of any Deferred Sales
Charge, it will be assumed that a redemption is made first
of shares representing capital appreciation, next of shares
representing the reinvestment of dividends and capital gain
distributions and finally of other shares held by the
shareholder for the longest period of time.  The length of
time that Deferred Sales Charge shares acquired through an
exchange have been held will be calculated from the date
that the shares exchanged were initially acquired in one of
the other Smith Barney mutual funds, and fund shares being
redeemed will be considered to represent, as applicable,
capital appreciation or dividend and capital gain
distribution reinvestments in such other funds. For Federal
income tax purposes, the amount of the Deferred Sales Charge
will reduce the gain or increase the loss, as the case may
be, on the amount realized on redemption. The amount of any
deferred sales charge will be paid to Salomon Smith Barney.
To provide an example, assume an investor purchased 100
Class B shares of the fund at $10 per share for a cost of
$1,000.  Subsequently, the investor acquired 5 additional
shares of the fund through dividend reinvestment.  During
the fifteenth month after the purchase, the investor decided
to redeem $500 of his or her investment.  Assuming at the
time of the redemption the net asset value had appreciated
to $12 per share, the value of the investor's shares would
be $1,260 (105 shares at $12 per share). The Deferred Sales
Charge would not be applied to the amount which represents
appreciation ($200) and the value of the reinvested dividend
shares ($60).  Therefore, $240 of the $500 redemption
proceeds ($500 minus $260) would be charged at a rate of
4.00% (the applicable rate for Class B shares) for a total
deferred sales charge of $9.60.

Waivers of Deferred Sales Charge

The Deferred Sales Charge will be waived on: (a) exchanges
(see ''Exchange Privilege''); (b) automatic cash withdrawals
in amounts equal to or less than 1.00% per month of the
value of the shareholder's shares at the time the withdrawal
plan commences (see ''Automatic Cash Withdrawal Plan'')
(provided, however, that automatic cash withdrawals in
amounts equal to or less than 2.00% per month of the value
of the shareholder's shares will be permitted for withdrawal
plans that were established prior to November 7, 1994); (c)
redemptions of shares within 12 months following the death
or disability of the shareholder; (d) redemptions of shares
made in connection with qualified distributions from
retirement plans or IRAs upon the attainment of age 591/2; (e)
involuntary redemptions; and (f) redemptions of shares to
effect a combination of the fund with any investment company
by merger, acquisition of assets or otherwise. In addition,
a shareholder who has redeemed shares from other Smith
Barney mutual funds may, under certain circumstances,
reinvest all or part of the redemption proceeds within 60
days and receive pro rata credit for any deferred sales
charge imposed on the prior redemption.

Deferred sales charge waivers will be granted subject to
confirmation (by Salomon Smith Barney in the case of
shareholders who are also Salomon Smith Barney clients or by
the transfer agent in the case of all other shareholders) of
the shareholder's status or holdings, as the case may be.


Smith Barney Retirement Programs

You may be eligible to participate in a retirement program
sponsored by Salomon Smith Barney or one of its affiliates.
The fund offers Class A and Class L shares at net asset
value to participating plans under the programs. You can
meet minimum investment and exchange amounts, if any by
combining the plan's investments in any of the Smith Barney
mutual funds.

There are no sales charges when you buy or sell shares and
the class of shares you may purchase depends on the amount
of your initial investment and/or the date your account is
opened.  Once a class of shares is chosen, all additional
purchases must by of the same class.

For plans opened on or after March 1, 2000 that are not part
of the Paychex offering, Class A shares may be purchased
regardless of the amount invested.

For plans opened prior to March 1, 2000 and for plans that
are part of the Paychex offering, the class of shares you
may purchase depends on the amount of your initial
investment:

Class A Shares.  Class A shares may be purchased by plans
investing at least $1million.

Class L Shares.  Class L shares may be purchased by plans
investing less than $1 million.  Class L shares are eligible
to exchange into Class A shares not later than 8 years after
the plan joined the program.  They are eligible for exchange
in the following circumstances:

If the plan was opened on or after June 21, 1996 and a total
of $1 million is invested in Smith Barney Funds Class L
shares (other than money market funds), all Class L shares
are eligible for exchange after the plan is in the program
for 5 years.

If the plan was opened before June 21, 1996 and a total of
$500,000 is invested in Smith Barney Funds Class L shares
(other than money market funds) on December 31 in any year,
all Class L shares are eligible for exchange on or about
March 31 of the following year.

For more information, call your Salomon Smith Barney
Financial Consultant or the transfer agent.

Class O Shares. Class O shares of the Mid Cap Blend Fund are
offered without any sales charge or deferred sales charge to
any participating plan that purchases less than $1,000,000
of Class L and/or Class O shares of one or more funds fo the
Smith Barney Mutual Funds.  Class O shares may only be
purchased by plans if the plan opened its account on or
before June 12, 1998.

Retirement Programs Opened On or After June 21, 1996.  If,
at the end of the fifth year after the date the
participating plan enrolled in the Smith Barney 401(k)
Program or the ExecChoiceTM Program, a participating plan's
total Class L and/or Class O holdings in all non-money
market Smith Barney mutual funds equal at least $1,000,000,
the participating plan will be offered the opportunity to
exchange all of its Class L shares and/or Class O shares for
Class A shares of the fund. (For participating plans that
were originally established through a Salomon Smith Barney
retail brokerage account, the five-year period will be
calculated from the date the retail brokerage account was
opened.) Such participating plans will be notified of the
pending exchange in writing within 30 days after the fifth
anniversary of the enrollment date and, unless the exchange
offer has been rejected in writing, the exchange will occur
on or about the 90th day after the fifth anniversary date.
If the participating plan does not qualify for the five-year
exchange to Class A shares, a review of the participating
plan's holdings will be performed each quarter until either
the participating plan qualifies or the end of the eighth
year.

Retirement Programs Opened Prior to June 21, 1996.  In any
year after the date a participating plan enrolled in the
Smith Barney 401(k) Program, if a participating plan's total
Class L/ or Class O holdings in all non-money market Smith
Barney mutual funds equal at least $500,000 as of the
calendar year-end, the participating plan will be offered
the opportunity to exchange all of its Class Land/or Class O
shares for Class A shares of the fund. Such Plans will be
notified in writing within 30 days after the last business
day of the calendar year and, unless the exchange offer has
been rejected in writing, the exchange will occur on or
about the last business day of the following March.

Any participating plan in the Smith Barney 401(k) or the
ExecChoiceTM Program, whether opened before or after June 21,
1996, that has not previously qualified for an exchange into
Class A shares will be offered the opportunity to exchange
all of its Class L and/or Class O shares for Class A shares
of the fund, regardless of asset size, at the end of the
eighth year after the date the participating plan enrolled
in the Smith Barney 401(k) Program or ExecChoiceTM Program.
Such plans will be notified of the pending exchange in
writing approximately 60 days before the eighth anniversary
of the enrollment date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the
eighth anniversary date. Once an exchange has occurred, a
participating plan will not be eligible to acquire
additional Class L shares, but instead may acquire Class A
shares of the same fund. Any Class L and/or Class O shares
not converted will continue to be subject to the
distribution fee.

Participating plans wishing to acquire shares of the fund
through the Smith Barney 401(k) Program or the Smith Barney
ExecChoiceTM Program must purchase such shares directly from
the transfer agent. For further information regarding these
Programs, investors should contact a Salomon Smith Barney
Financial Consultant.

Retirement Programs Investing in Class B Shares:  Class B
shares of a fund are not available for purchase by
participating plans opened on or after June 21, 1996, but
may continue to be purchased by any participating plan in
the Smith Barney 401 (k) Program opened prior to such date
and originally investing in Such Class.  Class B shares
acquired are subject to a deferred sales charge of 3.00% of
redemption proceeds if the participating plan terminates
within eight years of the date the partcipating plan first
enrolled int eh Smith Banrey 401 (k) Program.

At the end of the eighth year after the date the
participating plan enrolled in the Smith Barney 401 (k)
Program, the participating plan will be offered the
opportunity to exchange all of its Class B shares for Class
A shares of the same fund.  Such participating plan will be
notified of the pending exchange in writing approximately 60
days before the eighth anniversary of the enrollment date
and, unless the exchange has been rejected in writing, the
exchange will occur on or about the eighth anniversary date.
Once the exchange has occurred, a participating plan will
not be eligible to acquire additional Class B shares, but
instead may acquire Class A shares ofa the same fund.  If
the participating elects not to exchange all of its Class B
shares at that time, each Class B share held by the
participating plan will have the same conversion feature as
Class B shares held by other investors.  See "Purchase of
Shares-Deferred Sales Charge Alternatives."

No deferred sales charge is imposed on redemptions of Class
B shares to the extent that the net asset value of the
shares redeemed does not exceed the current net asset value
of the sahres purchased through reinvestment of dividends or
capital gain distributions, plus the current net asset vlaue
of Class B shares purchased more than eight years prior to
the redemption, plus increases in the net asset value of the
shareholders Class B shares above the purchase payments made
during the preceding eight years.  Whether or not the
deferred sales charge applies to the redemption by a
participating plan depends on the number of years since the
participating plan first became enrolled  in the Smith
Barney 401(k) Program, unlike the applicability of the
deferred sales charge to redemptions by other shareholders,
which depends on the number of years since those
shareholders made the purchase payment from which the amount
is being redeemed.

The deferred sales charge will be waived on redemptions of
Class B shares in connection with lump-sum or other
distributions made by a participating plan; as a result of
(a) the retirement of an employee in the participating plan;
(b) the termination of employment of an employee in the
participating plan; (c) the death or disability or an
employee in the participating plan; (d) the attainment of
age 59 1/2 by an employee in the participating plan; (e)
hardship of an employee in the participating plan to the
extent permitted under Section 401(k) o the Code; or (f)
redemptions of shares in connection with a loan made by the
participating plan to an employee.

Determination of Public Offering Price

The fund offers its shares to the public on a continuous
basis.  The public offering price for a Class A and Class Y
share of the fund is equal to the net asset value per share
at the time of purchase, plus for Class A shares an initial
sales charge based on the aggregate amount of the
investment. The public offering price for a Class L share
(and Class A share purchases, including applicable rights of
accumulation, equaling or exceeding $500,000) is equal to
the net asset value per share at the time of purchase and no
sales charge is imposed at the time of purchase.  A deferred
sales charge, however, is imposed on certain redemptions of
Class L shares, and Class A shares when purchased in amounts
exceeding $500,000.  The method of computation of the public
offering price is shown in each fund's financial statements,
incorporated by reference in their entirety into this SAI.

REDEMPTION OF SHARES

The right of redemption of shares of the fund may be
suspended or the date of payment postponed (a) for any
periods during which the NYSE is closed (other than for
customary weekend and holiday closings), (b) when trading in
the markets the fund normally utilizes is restricted, or an
emergency exists, as determined by the SEC, so that disposal
of the fund's investments or determination of its net asset
value is not reasonably practicable or (c) for any other
periods as the SEC by order may permit for the protection of
the fund's shareholders.

If the shares to be redeemed were issued in certificate
form, the certificates must be endorsed for transfer (or be
accompanied by an endorsed stock power) and must be
submitted to the sub-transfer agent together with the
redemption request.  Any signature appearing on a share
certificate, stock power or written redemption request in
excess of $10,000 must be guaranteed by an eligible
guarantor institution such as a domestic bank, savings and
loan institution, domestic credit union, member bank of the
Federal Reserve System or member firm of a national
securities exchange.  Written redemption requests of $10,000
or less do not require a signature guarantee unless more
than one such redemption request is made in any 10-day
period or the redemption proceeds are to be sent to an
address other than the address of record.  Unless otherwise
directed, redemption proceeds will be mailed to an
investor's address of record.  The transfer agent may
require additional supporting documents for redemptions made
by corporations, executors, administrators, trustees or
guardians.  A redemption request will not be deemed properly
received until the transfer agent receives all required
documents in proper form.

If a shareholder holds shares in more than one Class, any
request for redemption must specify the Class being
redeemed.  In the event of a failure to specify which Class,
or if the investor owns fewer shares of the Class than
specified, the redemption request will be delayed until the
transfer agent receives further instructions from Salomon
Smith Barney, or if the shareholder's account is not with
Salomon Smith Barney, from the shareholder directly.  The
redemption proceeds will be remitted on or before the third
business day following receipt of proper tender, except on
any days on which the NYSE is closed or as permitted under
the 1940 Act, in extraordinary circumstances.  Generally, if
the redemption proceeds are remitted to a Salomon Smith
Barney brokerage account, these funds will not be invested
for the shareholder's benefit without specific instruction
and Salomon Smith Barney will benefit from the use of
temporarily uninvested funds.  Redemption proceeds for
shares purchased by check, other than a certified or
official bank check, will be remitted upon clearance of the
check, which may take up to fifteen days or more.

Distribution in Kind

If the board of trustees of the trust determines that it
would be detrimental to the best interests of the remaining
shareholders to make a redemption payment wholly in cash,
the fund may pay, in accordance with SEC rules, any portion
of a redemption in excess of the lesser of $250,000 or 1.00%
of the fund's net assets by a distribution in kind of
portfolio securities in lieu of cash.  Securities issued as
a distribution in kind may incur brokerage commissions when
shareholders subsequently sell those securities.

Automatic Cash Withdrawal Plan

An automatic cash withdrawal plan (the "Withdrawal Plan") is
available to shareholders of the fund who own shares of the
fund with a value of at least $10,000 and who wish to
receive specific amounts of cash monthly or quarterly.
Withdrawals of at least $50 may be made under the Withdrawal
Plan by redeeming as many shares of the fund as may be
necessary to cover the stipulated withdrawal payment.  Any
applicable Deferred Sales Charge will not be waived on
amounts withdrawn by shareholders that exceed 1.00% per
month of the value of a shareholder's shares at the time the
Withdrawal Plan commences.  (With respect to Withdrawal
Plans in effect prior to November 7, 1994, any applicable
Deferred Sales Charge will be waived on amounts withdrawn
that do not exceed 2.00% per month of the value of a
shareholder's shares at the time the Withdrawal Plan
commences). To the extent that withdrawals exceed dividends,
distributions and appreciation of a shareholder's investment
in a fund, continued withdrawal payments will reduce the
shareholder's investment, and may ultimately exhaust it.
Withdrawal payments should not be considered as income from
investment in a fund.  Furthermore, as it generally would
not be advantageous to a shareholder to make additional
investments in the fund at the same time he or she is
participating in the Withdrawal Plan, purchases by such
shareholders in amounts of less than $5,000 ordinarily will
not be permitted.

Shareholders of a fund who wish to participate in the
Withdrawal Plan and who hold their shares of the fund in
certificate form must deposit their share certificates with
the sub-transfer agent as agent for Withdrawal Plan members.
All dividends and distributions on shares in the Withdrawal
Plan are reinvested automatically at net asset value in
additional shares of the fund involved.  A shareholder who
purchases shares directly through the sub-transfer agent may
continue to do so and applications for participation in the
Withdrawal Plan must be received by the sub-transfer agent
no later than the eighth day of the month to be eligible for
participation beginning with that month's withdrawal.  For
additional information, shareholders should contact a
Salomon Smith Barney Financial Consultant.

Additional Information Regarding Telephone Redemption And
Exchange Program

Neither the fund nor its agents will be liable for following
instructions communicated by telephone that are reasonably
believed to be genuine.  The fund and its agents will employ
procedures designed to verify the identity of the caller and
legitimacy of instructions (for example, a shareholder's
name and account number will be required and phone calls may
be recorded).  The fund reserves the right to suspend,
modify or discontinue the telephone redemption and exchange
program or to impose a charge for this service at any time
following at least seven (7) days prior notice to
shareholders.

VALUATION OF SHARES

The net asset value per share of the fund's Classes is
calculated on each day, Monday through Friday, except days
on which the NYSE is closed.  The NYSE currently is
scheduled to be closed on New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas, and
on the preceding Friday or subsequent Monday when one of
these holidays falls on a Saturday or Sunday, respectively.
Because of the differences in distribution fees and Class-
specific expenses, the per share net asset value of each
Class may differ.  The following is a description of the
procedures used by the trust in valuing its assets.

Securities listed on a national securities exchange will be
valued on the basis of the last sale on the date on which
the valuation is made or, in the absence of sales, at the
mean between the closing bid and asked prices.  Over-the-
counter securities will be valued at the mean between the
closing bid and asked prices on each day, or, if market
quotations for those securities are not readily available,
at fair value, as determined in good faith by the fund's
board of trustees.  Short-term obligations with maturities
of 60 days or less are valued at amortized cost, which
constitutes fair value as determined by the fund's board of
trustees.  Amortized cost involves valuing an instrument at
its original cost to the fund and thereafter assuming a
constant amortization to maturity of any discount or
premium, regardless of the effect of fluctuating interest
rates on the market value of the instrument.  All other
securities and other assets of the fund will be valued at
fair value as determined in good faith by the fund's board
of trustees.

EXCHANGE PRIVILEGE

Except as noted below, shareholders of any of the Smith
Barney mutual funds may exchange all or part of their shares
for shares of the same Class of other Smith Barney mutual
funds, on the basis of relative net asset value per share at
the time of exchange as follows:

A. Class A and Class Y shares of the fund may be
exchanged without a sales charge for the respective
shares of any of the Smith Barney mutual funds.

B. Class B shares of any fund may be exchanged without
a sales charge.  Class B shares of the fund exchanged
for Class B shares of another Smith Barney mutual fund
will be subject to the higher applicable Deferred
Sales Charge of the two funds and, for purposes of
calculating deferred sales charge rates and conversion
periods, will be deemed to have been held since the
date the shares being exchanged were deemed to be
purchased.

C. Class L shares of any fund may be exchanged without
a sales charge.  For purposes of Deferred Sales Charge
applicability, Class L shares of the fund exchanged
for Class C shares of another Smith Barney mutual fund
will be deemed to have been owned since the date the
shares being exchanged were deemed to be purchased.

D. Holders of Class Z shares should consult their
Qualified Plans for information about available
exchange options.

The exchange privilege enables shareholders in any Smith
Barney mutual fund to acquire shares of the same Class in a
fund with different investment objectives when they believe
a shift between funds is an appropriate investment decision.
This privilege is available to shareholders residing in any
state in which the fund shares being acquired may legally be
sold.  Prior to any exchange, the shareholder should obtain
and review a copy of the current prospectus of each fund
into which an exchange is being considered.  Prospectuses
may be obtained from a Salomon Smith Barney Financial
Consultant.

Upon receipt of proper instructions and all necessary
supporting documents, shares submitted for exchange are
redeemed at the then-current net asset value and, subject to
any applicable Deferred Sales Charge, the proceeds are
immediately invested, at a price as described above, in
shares of the fund being acquired.  Salomon Smith Barney
reserves the right to reject any exchange request.  The
exchange privilege may be modified or terminated at any time
after written notice to shareholders.

Additional Information Regarding the Exchange Privilege.
Although the exchange privilege is an important benefit,
excessive exchange transactions can be detrimental to the
fund's performance and its shareholders.  The manager may
determine that a pattern of frequent exchanges is excessive
and contrary to the best interests of the fund's other
shareholders.  In this event, the fund may, at its
discretion, decide to limit additional purchases and/or
exchanges by a shareholder.  Upon such a determination, the
fund will provide notice in writing or by telephone to the
shareholder at least 15 days prior to suspending the
exchange privilege and during the 15 day period the
shareholder will be required to (a) redeem his or her shares
in the fund or (b) remain invested in the fund or exchange
into any of the funds of the Smith Barney mutual funds
ordinarily available, which position the shareholder would
be expected to maintain for a significant period of time.
All relevant factors will be considered in determining what
constitutes an abusive pattern of exchanges.

PERFORMANCE DATA

From time to time the fund may advertise its total return
and average annual total return in advertisements and/or
other types of sales literature.  These figures are computed
separately for Class A, Class B, Class L, Class Y and Class
Z shares of the fund.  These figures are based on historical
earnings and are not intended to indicate future
performance.  Total return is computed for a specified
period of time assuming deduction of the maximum sales
charge, if any, from the initial amount invested and
reinvestment of all income dividends and capital gain
distributions on the reinvestment dates at prices calculated
as stated in this prospectus, then dividing the value of the
investment at the end of the period so calculated by the
initial amount invested and subtracting 100%.  The standard
average annual total return, as prescribed by the SEC is
derived from this total return, which provides the ending
redeemable value.  Such standard total return information
may also be accompanied with nonstandard total return
information for differing periods computed in the same
manner but without annualizing the total return or taking
sales charges into account.  The fund may also include
comparative performance information in advertising or
marketing its shares.  Such performance information may
include data from Lipper Analytical Services, Inc. and other
financial publications.

From time to time, the trust may quote a fund's yield or
total return in advertisements or in reports and other
communications to shareholders. The trust may include
comparative performance information in advertising or
marketing the fund's shares. Such performance information
may include the following industry and financial
publications- Barron's, Business Week, CDA Investment
Technologies, Inc., Changing Times, Forbes, Fortune,
Institutional Investor, Investors Daily, Money, Morningstar
Mutual Fund Values, The New York Times, USA Today and The
Wall Street Journal.  To the extent any advertisement or
sales literature of the fund describes the expenses or
performance of any Class it will also disclose such
information for the other Classes.


Average Annual Total Return

A fund's "average annual total return," as described below,
is computed according to a formula prescribed by the SEC.
The formula can be expressed as follows:

P(1 + T)n = ERV

		Where:	P	= 	a hypothetical
initial payment of $1,000.

			T	= 	average annual total
return.

			n	= 	number of years.

			ERV	=	Ending Redeemable Value
of a hypothetical $1,000
investment made at the
beginning of a 1-, 5- or
10-year period at the
end of a 1-, 5- or 10-
year period (or
fractional portion
thereof), assuming
reinvestment of all
dividends and
distributions.

The ERV assumes complete redemption of the hypothetical
investment at the end of the measuring period.  A fund's net
investment income changes in response to fluctuations in
interest rates and the expenses of the fund.



Average Annual Total Return



Class of Shares
1-Year
5-Year
10-
Year
Since
Inceptio
n1
Class A2
32.50%
N/A
N/A
34.35%
Class B3
33.51%
N/A
N/A
35.56%
Class L4
36.15%
N/A
N/A
35.85%
Class Y5
40.00%
N/A
N/A
36.52%
Class Z5
N/A
N/A
N/A
25,08%
_______________________
	1	Class A, B and L shares commenced operations on August
29, 1997.  Class Y and Class Z commenced operations on
October 15, 1997 and January 4, 1999, respectively.
	2	The average annual total return figure assumes that
the maximum 5.00% sales charge has been deducted from
the investment at the time of purchase.  If the
maximum sales charge had not been deducted, the
average annual total return for Class A shares for the
same period would have been 39.50% and 37.46% for one
year and since inception of the fund, respectively.
	3	The average annual total return figure assumes that
the maximum applicable Deferred Sales Charge has been
deducted from the investment at the time of
redemption.  If the maximum deferred sales charge had
not been deducted, the average annual total return for
Class B shares for the same period would have been
38.51% and 36.46% for one year and since inception of
the fund, respectively.
	4	The average annual total return figure assumes that
the maximum applicable initial and Deferred Sales
Charges have been deducted from the investment at the
time of redemption.  If the maximum initial and
Deferred Sales Charges have not been deducted, the
average annual total return for Class L shares for the
same period would have been 38.51% and 36.46% for one
year and since inception of the fund, respectively.
	5	Class Y sharesand Class Z shares do not incur sales
charges nor Deferred Sales Charges.


Aggregate Total Return

The fund's "aggregate total return," as described below,
represents the cumulative change in the value of an
investment in the fund for the specified period and is
computed by the following formula:


ERV - P
P

	Where: 	P 	=	a hypothetical initial payment
of $10,000.

				ERV	=	Ending Redeemable Value of a
hypothetical $10,000
investment made at the
beginning of the 1-, 5- or 10-
year period at the end of the
1-, 5- or 10-year period (or
fractional portion thereof),
assuming reinvestment of all
dividends and distributions.

The ERV assumes complete redemption of the hypothetical
investment at the end of the measuring period.



Aggregate Annual Total Return



Class of Shares
1-Year
5-Year
10-
Year
Since
Inceptio
n1
Class A2
32.50%
N/A
N/A
94.60%
Class B3
33.51%
N/A
N/A
98.56%
Class L4
36.15%
N/A
N/A
99.55%
Class Y5
40.00%
N/A
N/A
93.83%
Class Z5
N/A
N/A
N/A
25.08%
_______________________
	1	Classes A, B and L shares commenced operations on
August 29, 1997.  Class Y and Class Z shares commenced
operations on October 15, 1997 and January 4, 1999,
respectively.
	2	The average annual total return figure assumes that
the maximum 5.00% sales charge has been deducted from
the investment at the time of purchase.  If the
maximum sales charge had not been deducted, the
average annual total return for Class A shares for the
same period would have been 39.50% and 104.92% for one
year and since inception of the fund, respectively.
	3	The average annual total return figure assumes that
the maximum applicable Deferred Sales Charge has been
deducted from the investment at the time of
redemption.  If the maximum Deferred Sales Charge had
not been deducted, the average annual total return for
Class B shares for the same period would have been
38.51% and 101.56% for one year and since inception of
the fund, respectively.
	4	The average annual total return figure assumes that
the maximum applicable initial and Deferred Sales
Charges have been deducted from the investment at the
time of redemption.  If the maximum initial and
Deferred Sales Charges had not been deducted, the
average annual total return for Class L shares for the
same period would have been 38.51% and 101.56% for one
year and since inception of the fund, respectively.
	5	Class Y shares and Class Z shares do not incur sales
charges nor Deferred Sales Charges.

Performance will vary from time to time depending upon
market conditions, the composition of the fund's portfolio
and operating expenses and the expenses exclusively
attributable to the Class. Consequently, any given
performance quotation should not be considered
representative of the Class's performance for any specified
period in the future.  Because performance will vary, it may
not provide a basis for comparing an investment in the Class
with certain bank deposits or other investments that pay a
fixed yield for a stated period of time. Investors comparing
a Class's performance with that of other mutual funds should
give consideration to the quality and maturity of the
respective investment companies' portfolio securities.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

The fund's policy is to distribute its net investment income
and net realized capital gains, if any, annually.  The fund
may also pay additional dividends shortly before December 31
from certain amounts of undistributed ordinary and capital
gains realized, in order to avoid a Federal excise tax
liability.

If a shareholder does not otherwise instruct, dividends and
capital gains distributions will be reinvested automatically
in additional shares of the same Class at net asset value,
subject to no sales charge or deferred sales charge.   A
shareholder may change the option at any time by notifying
his Salomon Smith Barney Financial Consultant or Dealer
Representative.  Shareholders whose account are held
directly at the sub-transfer agent should notify the sub-
transfer agent in writing, requesting a change to this
reinvest option

The per share dividends on Class B and Class L shares of the
fund may be lower than the per share dividends on Class A
and Class Y shares principally as a result of the
distribution fee applicable with respect to Class B and
Class L shares. The per share dividends on Class A shares of
the fund may be lower than the per share dividends on Class
Y shares principally as a result of the service fee
applicable to Class A shares. Distributions of capital
gains, if any, will be in the same amount for Class A, Class
B, Class L and Class Y shares.

Taxes

The following is a summary of the material United States
federal income tax considerations regarding the purchase,
ownership and disposition of shares of a fund.  Each
prospective shareholder is urged to consult his own tax
adviser with respect to the specific federal, state, local
and foreign tax consequences of investing in a fund.  The
summary is based on the laws in effect on the date of this
SAI and existing judicial and administrative interpretations
thereof, both of, which are subject to change.

The Fund and Its Investments

The fund intends to continue to qualify to be treated as a
regulated investment company during each taxable year under
the Internal Revenue Code of 1986, as amended (the "Code").
To so qualify, the fund must, among other things: (a) derive
at least 90% of its gross income in each taxable year from
dividends, interest, payments with respect to securities
loans and gains from the sale or other disposition of stock
or securities, foreign currencies, or other income
(including, but not limited to, gains from options, futures
or forward contracts) derived with respect to its business
of investing in such stock, securities or currencies; and
(b) diversify its holdings so that, at the end of each
quarter of the fund's taxable year, (i) at least 50% of the
market value of the fund's assets is represented by cash,
securities of other regulated investment companies, United
States government securities and other securities, with such
other securities limited, in respect of any one issuer, to
an amount not greater than 5% of the fund's assets and not
greater than 10% of the outstanding voting securities of
such issuer and (ii) not more than 25% of the value of its
assets is invested in the securities (other than United
States government securities or securities of other
regulated investment companies) of any one issuer or any two
or more issuers that the fund controls and which are
determined to be engaged in the same or similar trades or
businesses or related trades or businesses..

As a regulated investment company, the fund will not be
subject to United States federal income tax on its net
investment income (i.e., income other than its net realized
long-term and short-term capital gains) and its net realized
long- and short-term capital gains, if any, that it
distributes to its shareholders, provided an amount equal to
at least 90% of the sum of its investment company taxable
income (i.e., 90% of its taxable income minus the excess, if
any, of its net realized long-term capital gains over its
net realized short-term capital losses (including any
capital loss carryovers), plus or minus certain other
adjustments as specified in the Code) and its net tax-exempt
income for the taxable year is distributed to its
shareholders in compliance with the Code's timing and other
requirements, but will be subject to tax at regular
corporate rates on any taxable income or gains it does not
distribute.  Furthermore, the fund will be subject to a
United States corporate income tax with respect to such
distributed amounts in any year it fails to qualify as a
regulated investment company or fails to meet this
distribution requirement.

The Code imposes a 4% nondeductible excise tax on the fund
to the extent it does not distribute by the end of any
calendar year at least 98% of its ordinary income for that
year and at least 98% of its net of its capital gains (both
long-term and short-term) for the one-year period ending, as
a general rule, on October 31 of that year.  For this
purpose, however, any ordinary income or net capital gains
retained by the fund that is subject to corporate income tax
will be considered to have been distributed by year-end.  In
addition, the minimum amounts that must be distributed in
any year to avoid the excise tax will be increased or
decreased to reflect any underdistribution or
overdistribution, as the case may be, from the previous
year.  The fund anticipates that it will pay such dividends
and will make such distributions as are necessary in order
to avoid the application of this excise tax.

If, in any taxable year, the fund fails to qualify as a
regulated investment company under the Code or fails to meet
the distribution requirement, it would be taxed in the same
manner as an ordinary corporation and distributions to its
shareholders would not be deductible by the fund in
computing its taxable income.  In addition, in the event of
a failure to qualify, the fund's distributions, to the
extent derived from the fund's current or accumulated
earnings and profits would constitute dividends (eligible
for the corporate dividends-received deduction) which are
taxable to shareholders as ordinary income, even though
those distributions might otherwise (at least in part) have
been treated in the shareholders' hands as long-term capital
gains.  Moreover, if the fund fails to qualify as a
regulated investment company in any year, it must pay out
its earnings and profits accumulated in that year in order
to qualify again as a regulated investment company.  In
addition, if the fund failed to qualify as a regulated
investment company for a period greater than one taxable
year, the fund may be required to recognize any net built-in
gains with respect to certain of its assets (i.e. the excess
of the aggregate gains, including items of income, over
aggregate losses that would have been realized with respect
to such assets if the fund had been liquidated) in order to
qualify as a regulated investment company in a subsequent
year.

The fund's transactions in foreign currencies, forward
contracts, options and futures contracts (including options
and futures contracts on foreign currencies) will be subject
to special provisions of the Code (including provisions
relating to "hedging transactions" and "straddles") that,
among other things, may affect the character of gains and
losses realized by the fund (i.e., may affect whether gains
or losses are ordinary or capital), accelerate recognition
of income to the fund and defer fund losses.  These rules
could therefore affect the character, amount and timing of
distributions to shareholders.  These provisions also (a)
will require the fund to mark-to-market certain types of the
positions in its portfolio (i.e., treat them as if they were
closed out) and (b) may cause the fund to recognize income
without receiving cash with which to pay dividends or make
distributions in amounts necessary to satisfy the
distribution requirements for avoiding income and excise
taxes.  The fund will monitor its transactions, will make
the appropriate tax elections and will make the appropriate
entries in its books and records when it acquires any
foreign currency, forward contract, option, futures contract
or hedged investment in order to mitigate the effect of
these rules and prevent disqualification of the fund as a
regulated investment company.

The fund's investment in so-called "section 1256 contracts",
such as regulated futures contracts, most foreign currency
forward contracts traded in the interbank market and options
on most stock indices, are subject to special tax rules.
All section 1256 contracts held by the fund at the end of
its taxable year are required to be marked to their market
value, and any unrealized gain or loss on those positions
will be included in the fund's income as if each position
had been sold for its fair market value at the end of the
taxable year.  The resulting gain or loss will be combined
with any gain or loss realized by the fund from positions in
section 1256 contracts closed during the taxable year.
Provided such positions were held as capital assets and were
not part of a "hedging transaction" nor part of a
"straddle," 60% of the resulting net gain or loss will be
treated as long-term capital gain or loss, and 40% of such
net gain or loss will be treated as short-term capital gain
or loss, regardless of the period of time the positions were
actually held by the fund.

Foreign Investments.  Dividends or other income (including,
in some cases, capital gains) received by the fund from
investments in foreign securities may be subject to
withholding and other taxes imposed by foreign countries.
Tax conventions between certain countries and the United
States may reduce or eliminate such taxes in some cases.
The fund will not be eligible to elect to treat any foreign
taxes paid by it as paid by its shareholders, who therefore
will not be entitled to credits for such taxes on their own
tax returns.  Foreign taxes paid by the fund will reduce the
return from the fund's investments.

Passive Foreign Investment Companies.  If the fund purchases
shares in certain foreign investment entities, called
"passive foreign investment companies" (a "PFIC"), it may be
subject to United States federal income tax on a portion of
any "excess distribution" or gain from the disposition of
such shares even if such income is distributed as a taxable
dividend by the fund to its shareholders.  Additional
charges in the nature of interest may be imposed on the fund
in respect of deferred taxes arising from such distributions
or gains.  If the fund were to invest in a PFIC and elected
to treat the PFIC as a "qualified electing fund" under the
Code, in lieu of the foregoing requirements, the fund might
be required to include in income each year a portion of the
ordinary earnings and net capital gains of the qualified
electing fund, even if not distributed to the fund, and such
amounts would be subject to the 90% and excise tax
distribution requirements described above.  In order to make
this election, the fund would be required to obtain certain
annual information from the passive foreign investment
companies in which it invests, which may be difficult or
impossible to obtain.

Alternatively, the fund may make a mark-to-market election
that will result in the fund being treated as if it had sold
and repurchased all of the PFIC stock at the end of each
year.  In such case, the fund would report any such gains as
ordinary income and would deduct any such losses as ordinary
losses to the extent of previously recognized gains. The
election, once made, would be effective for all subsequent
taxable years of the fund, unless revoked with the consent
of the Internal Revenue Service (the "IRS").  By making the
election, the fund could potentially ameliorate the adverse
tax consequences with respect to its ownership of shares in
a PFIC, but in any particular year may be required to
recognize income in excess of the distributions it receives
from PFICs and its proceeds from dispositions of PFIC stock.
The fund may have to distribute this "phantom" income and
gain to satisfy the 90% distribution requirement and to
avoid imposition of the 4% excise tax.  The fund will make
the appropriate tax elections, if possible, and take any
additional steps that are necessary to mitigate the effect
of these rules.

Taxation of United States Shareholders

Dividends and Distributions.  Any dividend declared by the
fund in October, November or December of any calendar year
and payable to shareholders of record on a specified date in
such a month shall be deemed to have been received by each
shareholder on December 31 of such calendar year and to have
been paid by the fund not later than such December 31,
provided such dividend is actually paid by the fund during
January of the following calendar year.  The fund intends to
distribute annually to its shareholders substantially all of
its investment company taxable income, and any net realized
long-term capital gains in excess of net realized short-term
capital losses (including any capital loss carryovers).  The
fund currently expects to distribute any excess annually to
its shareholders.  However, if the fund retains for
investment an amount equal to all or a portion of its net
long-term capital gains in excess of its net short-term
capital losses and capital loss carryovers, it will be
subject to a corporate tax (currently at a rate of 35%) on
the amount retained.  In that event, the fund will designate
such retained amounts as undistributed capital gains in a
notice to its shareholders who (a) will be required to
include in income for United Stares federal income tax
purposes, as long-term capital gains, their proportionate
shares of the undistributed amount, (b) will be entitled to
credit their proportionate shares of the 35% tax paid by the
fund on the undistributed amount against their United States
federal income tax liabilities, if any, and to claim refunds
to the extent their credits exceed their liabilities, if
any, and (c) will be entitled to increase their tax basis,
for United States federal income tax purposes, in their
shares by an amount equal to 65% of the amount of
undistributed capital gains included in the shareholder's
income.  Organizations or persons not subject to federal
income tax on such capital gains will be entitled to a
refund of their pro rata share of such taxes paid by the
fund upon filing appropriate returns or claims for refund
with the IRS

Dividends of net investment income and distributions of net
realized short-term capital gains are taxable to a United
States shareholder as ordinary income, whether paid in cash
or in shares.  Distributions of realized-long-term capital
gains, if any, that the fund designates as capital gains
dividends are taxable as long-term capital gains, whether
paid in cash or in shares and regardless of how long a
shareholder has held shares of the fund.  Dividends and
distributions paid by the fund attributable to dividends on
stock of U.S. corporations received by the fund, with
respect to which the fund meets certain holding period
requirements, will be eligible for the deduction for
dividends received by corporations. Distributions in excess
of the fund's current and accumulated earnings and profits
will, as to each shareholder, be treated as a tax-free
return of capital to the extent of a shareholder's basis in
his shares of the fund, and as a capital gain thereafter (if
the shareholder holds his shares of the fund as capital
assets).  Shareholders receiving dividends or distributions
in the form of additional shares should be treated for
United States federal income tax purposes as receiving a
distribution in an amount equal to the amount of money that
the shareholders receiving cash dividends or distributions
will receive, and should have a cost basis in the shares
received equal to such amount.

Investors considering buying shares just prior to a dividend
or capital gain distribution should be aware that, although
the price of shares just purchased at that time may reflect
the amount of the forthcoming distribution, such dividend or
distribution may nevertheless be taxable to them. If the
fund is the holder of record of any stock on the record date
for any dividends payable with respect to such stock, such
dividends are included in the fund's gross income not as of
the date received but as of the later of (a) the date such
stock became ex-dividend with respect to such dividends
(i.e., the date on which a buyer of the stock would not be
entitled to receive the declared, but unpaid, dividends) or
(b) the date the fund acquired such stock.  Accordingly, in
order to satisfy its income distribution requirements, the
fund may be required to pay dividends based on anticipated
earnings, and shareholders may receive dividends in an
earlier year than would otherwise be the case.

Sales of Shares.  Upon the sale or exchange of his shares, a
shareholder will realize a taxable gain or loss equal to the
difference between the amount realized and his basis in his
shares.  Such gain or loss will be treated as capital gain
or loss if the shares are capital assets in the
shareholder's hands, and will be long-term capital gain or
loss if the shares are held for more than one year and
short-term capital gain or loss if the shares are held for
one year or less.  Any loss realized on a sale or exchange
will be disallowed to the extent the shares disposed of are
replaced, including replacement through the reinvesting of
dividends and capital gains distributions in the fund,
within a 61-day period beginning 30 days before and ending
30 days after the disposition of the shares.  In such a
case, the basis of the shares acquired will be increased to
reflect the disallowed loss.  Any loss realized by a
shareholder on the sale of a fund share held by the
shareholder for six months or less will be treated for
United States federal income tax purposes as a long-term
capital loss to the extent of any distributions or deemed
distributions of long-term capital gains received by the
shareholder with respect to such share during such six-month
period. If a shareholder incurs a sales charge in acquiring
shares of the fund, disposes of those shares within 90 days
and then acquires shares in a mutual fund for which the
otherwise applicable sales charge is reduced by reason of a
reinvestment right (e.g., an exchange privilege), the
original sales charge will not be taken into account in
computing gain/loss on the original shares to the extent the
subsequent sales charge is reduced.  Instead, the
disregarded portion of the original sales charge will be
added to the tax basis of the newly acquired shares.
Furthermore, the same rule also applies to a disposition of
the newly acquired shares made within 90 days of the second
acquisition.  This provision prevents a shareholder from
immediately deducting the sales charge by shifting his or
her investment in a family of mutual funds.

Backup Withholding.  The fund may be required to withhold,
for United States federal income tax purposes, 31% of the
dividends, distributions and redemption proceeds payable to
shareholders who fail to provide the fund with their correct
taxpayer identification number or to make required
certifications, or who have been notified by the IRS that
they are subject to backup withholding.  Certain
shareholders are exempt from backup withholding.  Backup
withholding is not an additional tax and any amount withheld
may be credited against a shareholder's United States
federal income tax liabilities.

Notices.  Shareholders will be notified annually by the fund
as to the United States federal income tax status of the
dividends, distributions and deemed distributions
attributable to undistributed capital gains (discussed above
in "Taxes - Taxation of United States Shareholders -
Dividends and Distributions") made by the fund to its
shareholders.  Furthermore, shareholders will also receive,
if appropriate, various written notices after the close of
the fund's taxable year regarding the United States federal
income tax status of certain dividends, distributions and
deemed distributions that were paid (or that are treated as
having been paid) by the fund to its shareholders during the
preceding taxable year.

Class Z

Qualified plan participants should consult their plan
document or tax advisors about the tax consequences of
participating in a Qualified Plan. In addition to the
considerations described below, there may be other federal,
state, local, and/or foreign tax applications to consider.
Provided that a Qualified Plan has not borrowed to finance
its investment in the fund, it will not be taxable on the
receipt of dividends and distributions from the fund.
Qualified plan participants should consult their plan
document or tax advisors about the tax consequences of
participating in a Qualified Plan.

Other Taxation

Distributions also may be subject to additional state, local
and foreign taxes depending on each shareholder's particular
situation.

The foregoing is only a summary of certain material tax
consequences affecting the fund and its shareholders.
Shareholders are advised to consult their own tax advisers
with respect to the particular tax consequences to them of
an investment in the fund.

ADDITIONAL INFORMATION

The trust was organized on October 17, 1991 under the laws
of the Commonwealth of Massachusetts and is a business
entity commonly known as a "Massachusetts business trust."
The trust offers shares of beneficial interest of five
separate funds with a par value of $.001 per share.  The
fund offers shares of beneficial interest currently
classified into five Classes - A, B, L, Y and Z.  Each Class
of the fund represents an identical interest in the fund's
investment portfolio.  As a result, the Classes have the
same rights, privileges and preferences, except with respect
to:  (a) the designation of each Class; (b) the effect of
the respective sales charges; if any, for each class;
(c) the distribution and/or service fees borne by each Class
pursuant to the Plan; (d) the expenses allocable exclusively
to each Class; (e) voting rights on matters exclusively
affecting a single Class; (f) the exchange privilege of each
Class; and (g) the conversion feature of the Class B shares.
The trust's board of trustees does not anticipate that there
will be any conflicts among the interests of the holders of
the different Classes. The trustees, on an ongoing basis,
will consider whether any such conflict exists and, if so,
take appropriate action.

Under Massachusetts's law, shareholders could, under certain
circumstances, be held personally liable for the obligations
of the fund.  The Master Trust Agreement disclaims
shareholder liability for acts or obligations of the fund,
however, and requires that notice of such disclaimer be
given in each agreement, obligation or instrument entered
into or executed by the fund or a trustee.  The Master Trust
Agreement provides for indemnification from fund property
for all losses and expenses of any shareholder held
personally liable for the obligations of the fund.  Thus,
the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances
in which the fund itself would be unable to meet its
obligations, a possibility which management of the fund
believes is remote.  Upon payment of any liability incurred
by the fund, a shareholder paying such liability will be
entitled to reimbursement from the general assets of the
fund.  The trustees intend to conduct the operation of the
fund in such a way so as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of
the fund.

The Master Trust Agreement of the fund permits the trustees
of the fund to issue an unlimited number of full and
fractional shares of a single class and to divide or combine
the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interests in
the fund.  Each share in the fund represents an equal
proportional interest in the fund with each other share.
Shareholders of the fund are entitled upon its liquidation
to share pro rata in its net assets available for
distribution.  No shareholder of the fund has any preemptive
or conversion rights. Shares of the fund are fully paid and
non-assessable.

Pursuant to the Master Trust Agreement, the fund's trustees
may authorize the creation of additional series of shares
(the proceeds of which would be invested in separate,
independently managed portfolios) and additional classes of
shares within any series (which would be used to distinguish
among the rights of different categories of shareholders, as
might be required by future regulations or other unforeseen
circumstances).

The fund does not hold annual shareholder meetings. There
normally will be no meetings of shareholders for the purpose
of electing trustees unless and until such time as less than
a majority of the trustees holding office have been elected
by shareholders, at which time the trustees then in office
will call a shareholders' meeting for the election of
trustees.  Shareholders of record of no less than two-thirds
of the outstanding shares of the trust may remove a trustee
through a declaration in writing or by vote cast in person
or by proxy at a meeting called for that purpose.  The
trustees will call a meeting for any purpose upon written
request of shareholders holding at least 10% of the trust's
outstanding shares and the trust will assist shareholders in
calling such a meeting as required by the 1940 Act.

When matters are submitted for shareholder vote,
shareholders of each Class will have one vote for each full
share owned and a proportionate, fractional vote for any
fractional share held of that Class.  Generally, shares of
the fund will be voted on a fund-wide basis on all matters
except matters affecting only the interests of one Class, in
which case only shares of the affected Class would be
entitled to vote.

The trust was organized as an unincorporated Massachusetts
business trust on October 17, 1991 under the name Shearson
Lehman Brothers Intermediate-Term Trust.  On October 14,
1994 and August 16, 1995, the Trust's name was changed Smith
Barney Income Trust and Smith Barney Investment Trust,
respectively.


Annual and Semi-Annual Reports.  The fund sends its
shareholders a semi-annual report and an audited annual
report, which include listings of investment securities held
by the fund at the end of the period covered. In an effort
to reduce the fund's printing and mailing costs, the fund
consolidates the mailing of its semi-annual and annual
reports by household. This consolidation means that a
household having multiple accounts with the identical
address of record will receive a single copy of each report.
In addition, the fund also consolidates the mailing of its
prospectus so that a shareholder having multiple accounts
(that is, individual, IRA and/or Self-Employed Retirement
Plan accounts) will receive a single Prospectus annually.
Shareholders who do not want this consolidation to apply to
their accounts should contact their Salomon Smith Barney
Financial Consultant or the transfer agent.

Styles of Fund Management:  In an industry where the average
portfolio manager has seven years of experience (source:
ICI, 1998), the portfolio managers of Smith Barney Mutual
Funds average 21 years in the industry and 15 years with the
firm.

Smith Barney Mutual Funds offers more than 60 mutual funds.
We understand that many investors prefer an active role in
allocating the mix of funds in their portfolio, while others
want the asset allocation decisions to be made by
experienced managers.

That's why we offer four "styles" of fund management that
can be tailored ot suit each investor's unique financial
goals.

Style Pure Series - Our style Pure Series funds stay fully
invested within their asset class and investment style,
enabling investors to make asset allocation decisions in
conjunction with their Salomon Smith Barney Financial
Consultant.

Classic Investor Series - Our Classic Investor Series funds
offer a range of equity and fixed income strategies that
seek to capture opportunities across asset classes and
investment styles using disciplined investment approaches.

The Concert Allocation Series - As a fund of funds,
investors can select a Concert Portfolio that may help their
investment needs.  As needs change, investors can easily
choose another long-term, diversified investment from our
Concert family.

Special Discipline Series - Our Special Discipline Series
funds are designed for investors who are looking beyond more
traditional market categories: from natural resources to a
roster of state-specific municipal funds.


FINANCIAL STATEMENTS

The fund's annual report for the fiscal year ended November
30, 1999 is incorporated herein by reference in its
entirety.  The annual report was filed on February 16, 2000,
Accession Number 91155-00-110.





























SMITH BARNEY
INVESTMENT TRUST



Large Capitalization
Growth
Fund















March 29, 2000


SMITH BARNEY INVESTMENT TRUST
388 Greenwich Street
New York, NY 10013

								SALOMON SMITH BARNEY
								A Member of
Citigroup [Symbol]






   March 29, 2000

STATEMENT OF ADDITIONAL INFORMATION

SMITH BARNEY INVESTMENT TRUST

Smith Barney Mid Cap Blend Fund

388 Greenwich Street
New York, New York 10013
(800) 451-2010

This Statement of Additional Information ("SAI") is meant to
be read in conjunction with the prospectus of the Smith
Barney Mid Cap Blend Fund (the "fund") dated March 29, 2000,
as amended or supplemented from time to time (the
"prospectus"), and is incorporated by reference in it
entirety into the prospectus. Additional information about
the fund's investments is available in the fund's annual and
semi-annual reports to shareholders which are incorporated
herein by reference.  The prospectus and copies of the
reports may be obtained free of charge by contacting a
Salomon Smith Barney Financial Consultant, or by writing or
calling Salomon Smith Barney Inc. at the address or
telephone number above. The fund is a separate investment
series of Smith Barney Investment Trust (the "trust").

TABLE OF CONTENTS

Investment Objective and Management Policies	2
Investment  Restrictions......	..................................14
Trustees of the Trust and Executive Officers of the Fund	16
Investment Management and Other Services	19
Portfolio Transactions...	.............................23
Portfolio Turnover..................	.....................25
Purchase of Shares 	.............................................25
Redemption of Shares	34
Valuation of Shares	36
Exchange Privilege	37
Performance Data	38
Dividends, Distribution and Taxes	41
Additional Information	46
Financial Statements 	...................................................49



INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

The prospectus discusses the fund's investment objective and
policies. This section contains supplemental information
concerning the types of securities and other instruments in
which the fund may invest, the investment policies and
portfolio strategies the fund may utilize and certain risks
associated with these investments, policies and strategies.
SSB Citi Fund Management LLC (successor to SSBC Fund
Management Inc.) ("SSB Citi" or the "manager") serves as
investment manager to the fund.

The fund is an open-end, diversified, management investment
company whose investment objective is to seek long-term
growth of capital by investing, under normal market
conditions, at least 65% of its total assets in equity
securities of medium-sized companies. Medium sized companies
are thosewhose market capitalization is within the market
capitalization range of companies in the S&P Mid Cap Index
("Index") at the time of investment.  The size of the
companies in the Index changes with market conditions and
the composition of the Index.  As of February 29, 2000, the
largest market capitalization of a company in the Index was
$51 billion and the smallest market capitalization was $106
million. Investing in medium-capitalization stocks may
involve greater risk than investing in large capitalization
stocks since they can be subject to more abrupt or erratic
movements.  However, they tend to involve less risk than
stocks of small capitalization companies.

The fund normally invests in all types of equity securities,
including common stocks, preferred stocks, securities that
are convertible into common or preferred stocks, such as
warrants and convertible bonds, and depository receipts for
those securities.  The fund may maintain a portion of its
assets, which will usually not exceed 10%, in U.S.
Government securities, money market obligations, and in cash
to provide for payment of the fund's expenses and to meet
redemption requests.  It is the policy of the fund to be as
fully invested in equity securities as practicable at all
times.  The fund reserves the right, as a defensive measure,
to hold money market securities, including repurchase
agreements or cash, in such proportions as, in the opinion
of management, prevailing market or economic conditions
warrant.

Equity Securities.  The fund will normally invest at least
65% of its assets in equity securities, including primarily
common stocks and, to a lesser extent, securities
convertible into common stock and rights to subscribe for
common stock. Common stocks represent an equity (ownership)
interest in a corporation.  Although equity securities have
a history of long-term growth in value, their prices
fluctuate based on changes in a company's financial
condition and on overall market and economic conditions.

Real Estate Investment Trusts ("REITS"). The fund may invest
in REITS, which are pooled investment vehicles that invest
primarily in either real estate or real estate related
loans. The value of a REIT is affected by changes in the
value of the properties owned by the REIT or securing
mortgage loans held by the REIT. REITs are dependent upon
cash flow from their investments to repay financing costs
and the ability of the REIT's manager. REITs are also
subject to risks generally associated with investments in
real estate. The fund will indirectly bear its proportionate
share of any expenses, including management fees, paid by a
REIT in which it invests.

Convertible Securities.  Convertible securities in which the
fund may invest, including both convertible debt and
convertible preferred stock, may be converted at either a
stated price or stated rate into underlying shares of common
stock.  Because of this feature, convertible securities
enable an investor to benefit from increases in the market
price of the underlying common stock.  Convertible
securities provide higher yields than the underlying equity
securities, but generally offer lower yields than
non-convertible securities of similar quality.  Like bonds,
the value of convertible securities fluctuates in relation
to changes in interest rates and, in addition, also
fluctuates in relation to the underlying common stock.
When-Issued, Delayed-Delivery and Forward Commitment
Transactions.  The fund may purchase securities on a
"when-issued" basis, for delayed delivery (i.e., payment or
delivery occur beyond the normal settlement date at a stated
price and yield) or on a forward commitment basis.  The fund
does not intend to engage in these transactions for
speculative purposes, but only in furtherance of its
investment goal.  These transactions occur when securities
are purchased or sold by the fund with payment and delivery
taking place in the future to secure what is considered an
advantageous yield and price to the fund at the time of
entering into the transaction. The payment obligation and
the interest rate that will be received on when-issued
securities are fixed at the time the buyer enters into the
commitment.  Due to fluctuations in the value of securities
purchased or sold on a when-issued, delayed-delivery basis
or forward commitment basis, the prices obtained on such
securities may be higher or lower than the prices available
in the market on the dates when the investments are actually
delivered to the buyers.
When the fund agrees to purchase when-issued or delayed-
delivery securities, its fund will set aside cash or liquid
securities equal to the amount of the commitment in a
segregated account on the fund's books.  Normally, the fund
will set aside portfolio securities to satisfy a purchase
commitment, and in such a case the fund may be required
subsequently to place additional assets in the segregated
account in order to ensure that the value of the account
remains equal to the amount of the fund's commitment.  The
assets contained in the segregated account will be marked-
to-market daily.  It may be expected that the fund's net
assets will fluctuate to a greater degree when it sets aside
portfolio securities to cover such purchase commitments than
when it sets aside cash.  When the fund engages in
when-issued or delayed-delivery  transactions, it relies on
the other party to consummate the trade.  Failure of the
seller to do so may result in the fund's incurring a loss or
missing an opportunity to obtain a price considered to be
advantageous.

Foreign Securities.  The fund has the authority to invest up
to 25% of its assets in foreign securities (including
European Depository Receipts ("EDRs") and Global Depository
Receipts ("GDRs")) and American Depository Receipts ("ADRs")
or other securities representing underlying shares of
foreign companies.  EDRs are receipts issued in Europe which
evidence ownership of underlying securities issued by a
foreign corporations.  ADRs are receipts typically issued by
an American bank or trust company which evidence a similar
ownership arrangement.  Generally, ADRs which are issued in
registered form, are designed for use in the United States
securities markets and EDRs, which are issued in bearer
form, are designed for use in European securities markets.
GDRs are tradeable both in the U.S. and Europe and are
designed for use throughout the world.

There are certain risks involved in investing in securities
of companies and governments of foreign nations that are in
addition to the usual risks inherent in domestic
investments.  These risks include those resulting from
revaluation of currencies, future adverse political and
economic developments and the possible imposition of
currency exchange blockages or other foreign governmental
laws or restrictions, reduced availability of public
information concerning issuers and the lack of uniform
accounting, auditing and financial reporting standards or of
other regulatory practices and requirements comparable to
those applicable to domestic companies.  The yield of the
fund may be adversely affected by fluctuations in value of
one or more foreign currencies relative to the U.S. dollar.
Moreover, securities of many foreign companies and their
markets may be less liquid and their prices more volatile
than those of securities of comparable domestic companies.
In addition, with respect to certain foreign countries,
there is the possibility of expropriation, nationalization,
confiscatory taxation and limitations on the use or removal
of funds or other assets of the fund, including the
withholding of dividends.  Foreign securities may be subject
to foreign government taxes that could reduce the yield on
such securities.  Because the fund may invest in securities
denominated or quoted in currencies other than the U.S.
dollar, changes in foreign currency exchange rates may
adversely affect the value of portfolio securities and the
appreciation or depreciation of investments.  Investment in
foreign securities also may result in higher expenses due to
the cost of converting foreign currency to U.S. dollars, the
payment of fixed brokerage commissions on foreign exchanges,
which generally are higher than commissions on domestic
exchanges, the expense of maintaining securities with
foreign custodians, and the imposition of transfer taxes or
transaction charges associated with foreign exchanges.
Moreover, individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such respects as
growth of gross domestic product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of
payment positions. The fund may invest in securities of
foreign governments (or agencies or subdivisions thereof),
and therefore many, if not all, of the foregoing
considerations apply to such investments as well.  These
securities may not necessarily be denominated in the same
currency as the securities into which they may be converted.
In addition, the fund may invest in securities into which
they may be converted.  The fund also may invest in
securities denominated in European Currency Units (ECUs).
An ECU is a "basket" consisting of a specified amount of
currencies of certain of the twelve member states of the
European Community.  In addition, the fund may invest in
securities denominated in other currency "baskets."

The Economic Monetary Union (EMU):  For participating
countries, EMU will mean sharing a single currency (the
Euro) and single official interest rate and adhering to
agreed upon limits on government borrowing.  There are a
number of significant risks associated with EMU.  Monetary
and economic union on this scale has never been before.
There is a significant degree of uncertainty as to whether
participating countries will remain committed to EMU in the
face of changing economic conditions.  This uncertainty may
increase the volatility of European markets.   The
conversion to the Euro is being phased in over a three-year
period.  During this time, valuation, systems and other
operational problems may occur in connection with the fund's
investments quoted in the Euro.

Short-Term Debt Securities.  Debt securities in which the
fund may invest include notes, bills, commercial paper,
obligations issued or guaranteed by the government or any of
its political subdivisions, agencies or instrumentalities,
and certificates of deposit.  Debt securities represent
money borrowed that obligate the issuer (e.g., a
corporation, municipality, government, government agency) to
repay the borrowed amount at maturity (when the obligation
is due and payable) and usually to pay the holder interest
at specific times.

All debt securities are subject to market risk and credit
risk.  Market risk relates to market-induced changes in a
security's value, usually as a result of changes in interest
rates.  The value of the fund's investments in debt
securities will change as the general levels of interest
rates fluctuate.  During periods of falling interest rates,
the value of the fund's debt securities will generally rise.
Conversely, during periods of rising interest rates, the
value of the fund's debt securities will generally decline.
Credit risk relates to the ability of the issuer to make
payments of principal and interest.  The fund has no
restrictions with respect to the maturities or duration of
the debt securities it holds.  The fund's investment in
fixed income securities with longer terms to maturity or
greater duration are subject to greater volatility than the
fund's shorter-term securities.

Money Market Instruments.  The fund may invest for temporary
defensive purposes in short-term instruments including
corporate and government bonds and notes and money market
instruments.  Short-term instruments in which the fund may
invest include obligations of banks having at least $1
billion in assets (including certificates of deposit, time
deposits and bankers' acceptances of domestic or foreign
banks, domestic savings and loan associations and similar
institutions); commercial paper rated no lower than A-2 by
Standard & Poor's Ratings Group or Prime-2 by Moody's
Investors Service, Inc. or the equivalent from another
nationally recognized statistical rating organization or, if
unrated, of an issuer having an outstanding, unsecured debt
issue then rated within the two highest rating categories;
and repurchase agreements with respect to any of the
foregoing entered into with banks and non-bank dealers
approved by the Trust's Board of Trustees. Certificates of
deposit ("CDs") are short-term, negotiable obligations of
commercial banks. Time deposits ("TDs") are non-negotiable
deposits maintained in banking institutions for specified
periods of time at stated interest rates.  Bankers'
acceptances are time drafts drawn on commercial banks by
borrowers, usually in connection with international
transactions.

U.S. Government Securities.  The fund may invest in U.S.
Government securities.  Generally, these securities include
U.S. Treasury obligations and obligations issued or
guaranteed by U.S. Government agencies, instrumentalities or
sponsored enterprises.  U.S. Government securities also
include Treasury receipts and other stripped U.S. Government
securities, where the interest and principal components of
stripped U.S. Government securities are traded
independently.  The fund may also invest in zero coupon U.S.
Treasury securities and in zero coupon securities issued by
financial institutions, which represent a proportionate
interest in underlying U.S. Treasury securities.  A zero
coupon security pays no interest to its holder during its
life and its value consists of the difference between its
face value at maturity and its cost.  The market values of
zero coupon securities generally are more volatile than the
market prices of securities that pay interest periodically.

Repurchase Agreements.  The fund may agree to purchase
securities from a bank or recognized securities dealer and
simultaneously commit to resell the securities to the bank
or dealer at an agreed-upon date and price reflecting a
market rate of interest unrelated to the coupon rate or
maturity of the purchased securities ("repurchase
agreements"). The fund would maintain custody of the
underlying securities prior to their repurchase; thus, the
obligation of the bank or dealer to pay the repurchase price
on the date agreed to would be, in effect, secured by such
securities.  If the value of such securities were less than
the repurchase price, plus interest, the other party to the
agreement would be required to provide additional collateral
so that at all times the collateral is at least 102% of the
repurchase price plus accrued interest. Default by or
bankruptcy of a seller would expose the fund to possible
loss because of adverse market action, expenses and/or
delays in connection with the disposition of the underlying
obligations. The financial institutions with which the fund
may enter into repurchase agreements will be banks and non-
bank dealers of U.S. Government securities that are on the
Federal Reserve Bank of New York's list of reporting
dealers, if such banks and non-bank dealers are deemed
creditworthy by the fund's manager.  The manager will
continue to monitor creditworthiness of the seller under a
repurchase agreement, and will require the seller to
maintain during the term of the agreement the value of the
securities subject to the agreement to equal at least 102%
of the repurchase price (including accrued interest).  In
addition, the manager will require that the value of this
collateral, after transaction costs (including loss of
interest) reasonably expected to be incurred on a default,
be equal to 102% or greater than the repurchase price
(including accrued premium) provided in the repurchase
agreement or the daily amortization of the difference
between the purchase price and the repurchase price
specified in the repurchase agreement.  The manager will
mark-to-market daily the value of the securities. Repurchase
agreements are considered to be loans by the fund under the
1940 Act.
Reverse Repurchase Agreements.  The fund may enter into
reverse repurchase agreements with the same parties with
whom it may enter into repurchase agreements.  Reverse
repurchase agreements involve the sale of securities held by
the fund pursuant to its agreement to repurchase them at a
mutually agreed upon date, price and rate of interest.  At
the time the fund enters into a reverse repurchase
agreement, it will establish and maintain a segregated
account with an approved custodian containing cash or liquid
securities having a value not less than the repurchase price
(including accrued interest).  The assets contained in the
segregated account will be marked-to-market daily and
additional assets will be placed in such account on any day
in which the assets fall below the repurchase price (plus
accrued interest).  The fund's liquidity and ability to
manage its assets might be affected when it sets aside cash
or portfolio securities to cover such commitments.  Reverse
repurchase agreements involve the risk that the market value
of the securities retained in lieu of sale may decline below
the price of the securities the fund has sold but is
obligated to repurchase.  If the buyer of securities under a
reverse repurchase agreement files for bankruptcy or becomes
insolvent, such buyer or its trustee or receiver may receive
an extension of time to determine whether to enforce the
fund's obligation to repurchase the securities, and the
fund's use of the proceeds of the reverse repurchase
agreement may effectively be restricted pending such
decision.  The fund currently intends to invest not more
than 33% of its net assets in reverse repurchase agreements.

Lending of Portfolio Securities.  Consistent with applicable
regulatory requirements, the fund may lend portfolio
securities to brokers, dealers and other financial
organizations that meet capital and other credit
requirements or other criteria established by the Board.
The fund will not lend portfolio securities to affiliates of
the manager unless they have applied for and received
specific authority to do so from the Securities and Exchange
Commission ("SEC"). Loans of portfolio securities will be
collateralized by cash, letters of credit or U.S. Government
Securities, which are maintained at all times in an amount
equal to at least 102% of the current market value of the
loaned securities.  Any gain or loss in the market price of
the securities loaned that might occur during the term of
the loan would be for the account of the fund.  From time to
time, the fund may return a part of the interest earned from
the investment of collateral received for securities loaned
to the borrower and/or a third party that is unaffiliated
with the fund and that is acting as a "finder."
By lending its securities, the fund can increase its income
by continuing to receive interest and any dividends on the
loaned securities as well as by either investing the
collateral received for securities loaned in short-term
instruments or obtaining yield in the form of interest paid
by the borrower when U.S. Government Securities are used as
collateral.  Although the generation of income is not the
primary investment goal of the fund, income received could
be used to pay the fund's expenses and would increase an
investor's total return. The fund will adhere to the
following conditions whenever its portfolio securities are
loaned:  (i) the fund must receive at least 102% cash
collateral or equivalent securities of the type discussed in
the preceding paragraph from the borrower; (ii) the borrower
must increase such collateral whenever the market value of
the securities rises above the level of such collateral;
(iii) the fund must be able to terminate the loan at any
time; (iv) the fund must receive reasonable interest on the
loan, as well as any dividends, interest or other
distributions on the loaned securities and any increase in
market value; (v) the fund may pay only reasonable custodian
fees in connection with the loan; and (vi) voting rights on
the loaned securities may pass to the borrower, provided,
however, that if a material event adversely affecting the
investment occurs, the Board must terminate the loan and
regain the right to vote the securities.  Loan agreements
involve certain risks in the event of default or insolvency
of the other party including possible delays or restrictions
upon a fund's ability to recover the loaned securities or
dispose of the collateral for the loan.
Illiquid Securities.  The fund may invest up to an aggregate
amount equal to 15% of its net assets in illiquid
securities, which term includes securities subject to
contractual or other restrictions on resale and other
instruments that lack readily available markets.

Options, Futures and Currency Strategies.  The fund may use
forward currency contracts and certain options and futures
strategies to attempt to hedge its portfolio, i.e., reduce
the overall level of investment risk normally associated
with the fund.  There can be no assurance that such efforts
will succeed.

In order to assure that the fund will not be deemed to be a
"commodity pool" for purposes of the Commodity Exchange Act,
regulations of the Commodity Futures Trading Commission
("CFTC") require that the fund enter into transactions in
futures contracts and options on futures only (i) for bona
fide hedging purposes (as defined in CFTC regulations), or
(ii) for non-hedging purposes, provided that the aggregate
initial margin and premiums on such non-hedging positions do
not exceed 5% of the liquidation value of the fund's assets.
To attempt to hedge against adverse movements in exchange
rates between currencies, the fund may enter into forward
currency contracts for the purchase or sale of a specified
currency at a specified future date.  Such contracts may
involve the purchase or sale of a foreign currency against
the U.S. dollar or may involve two foreign currencies.  The
fund may enter into forward currency contracts either with
respect to specific transactions or with respect to its
portfolio positions.  For example, when the manager
anticipates making a purchase or sale of a security, it may
enter into a forward currency contract in order to set the
rate (either relative to the U.S. dollar or another
currency) at which the currency exchange transaction related
to the purchase or sale will be made ("transaction
hedging").  Further, when the manager believes that a
particular currency may decline compared to the U.S. dollar
or another currency, the fund may enter into a forward
contract to sell the currency the manager expects to decline
in an amount approximating the value of some or all of the
fund's securities denominated in that currency, or when the
manager believes that one currency may decline against a
currency in which some or all of the portfolio securities
held by the fund are denominated, it may enter into a
forward contract to buy the currency expected to decline for
a fixed amount ("position hedging").  In this situation, the
fund may, in the alternative, enter into a forward contract
to sell a different currency for a fixed amount of the
currency expected to decline where the investment manager
believes that the value of the currency to be sold pursuant
to the forward contract will fall whenever there is a
decline in the value of the currency in which portfolio
securities of the fund are denominated ("cross hedging").
The fund places (i) cash, (ii) U.S. Government securities or
(iii) equity securities or debt securities (of any grade) in
certain currencies provided such assets are liquid,
unencumbered and marked to market daily, or other high-
quality debt securities denominated in certain currencies in
a separate account of the fund having a value equal to the
aggregate account of the fund's commitments under forward
contracts entered into with respect to position hedges and
cross-hedges.  If the value of the securities placed in a
separate account declines, additional cash or securities are
placed in the account on a daily basis so that the value of
the amount will equal the amount of the fund's commitments
with respect to such contracts.

For hedging purposes, the fund may write covered call
options and purchase put and call options on currencies to
hedge against movements in exchange rates and on debt
securities to hedge against the risk of fluctuations in the
prices of securities held by the fund or which the manager
intends to include in its portfolio.  The fund also may use
interest rates futures contracts and options thereon to
hedge against changes in the general level in interest
rates.

The fund may write call options on securities and currencies
only if they are covered, and such options must remain
covered so long as the fund is obligated as a writer.  A
call option written by the fund is "covered" if the fund
owns the securities or currency underlying the option or has
an absolute and immediate right to acquire that security or
currency without additional cash consideration (or for
additional cash consideration held in a segregated account
by its custodian) upon conversion or exchange of other
securities or currencies held in its portfolio.  A call
option is also covered if the fund holds on a share-for-
share basis a call on the same security or holds a call on
the same currency as the call written where the exercise
price of the call held is equal to less than the exercise
price of the call written or greater than the exercise price
of the call written if the difference is maintained by the
fund in cash, Treasury bills or other high-grade, short-term
obligations in a segregated account on the fund's books.

The fund may purchase put and call options in anticipation
of declines in the value of portfolio securities or
increases in the value of securities to be acquired.  In the
event that the expected changes occur, the fund may be able
to offset the resulting adverse effect on its portfolio, in
whole or in part, through the options purchased.  The risk
assumed by the fund in connection with such transactions is
limited to the amount of the premium and related transaction
costs associated with the option, although the fund may be
required to forfeit such amounts in the event that the
prices of securities underlying the options do not move in
the direction or to the extent anticipated.

Although the fund might not employ the use of forward
currency contracts, options and futures, the use of any of
these strategies would involve certain investment risks and
transaction costs to which it might not otherwise be
subject. These risks include: dependence on the manager's
ability to predict movements in the prices of individual
debt securities, fluctuations in the general fixed-income
markets and movements in interest rates and currency
markets, imperfect correlation between movements in the
price of currency, options, futures contracts or options
thereon and movements in the price of the currency or
security hedged or used for cover; the fact that skills and
techniques needed to trade options, futures contracts and
options thereon or to use forward currency contracts are
different from those needed to select the securities in
which the fund invests; lack of assurance that a liquid
market will exist for any particular option, futures
contract or options thereon at any particular time and
possible need to defer or accelerate closing out certain
options, futures contracts and options thereon in order to
continue to qualify for the beneficial tax treatment
afforded "regulated investment companies" under the Internal
Revenue Code of 1986, as amended (the "Code").

Over-the-counter options in which the fund may invest differ
from exchange traded options in that they are two-party
contracts, with price and other terms negotiated between
buyer and seller, and generally do not have as much market
liquidity as exchange-traded options.  The fund may be
required to treat as illiquid over-the-counter options
purchased and securities being used to cover certain written
over-the-counter options.

Options on Securities.  As discussed more generally above,
the fund may engage in the writing of covered call options.
The fund may also purchase put options and enter into
closing transactions.

The principal reason for writing covered call options on
securities is to attempt to realize, through the receipt of
premiums, a greater return than would be realized on the
securities alone. In return for a premium, the writer of a
covered call option forfeits the right to any appreciation
in the value of the underlying security above the strike
price for the life of the option (or until a closing
purchase transaction can be effected). Nevertheless, the
call writer retains the risk of a decline in the price of
the underlying security. Similarly, the principal reason for
writing covered put options is to realize income in the form
of premiums. The writer of a covered put option accepts the
risk of a decline in the price of the underlying security.
The size of the premiums the fund may receive may be
adversely affected as new or existing institutions,
including other investment companies, engage in or increase
their option-writing activities.

Options written by the fund will normally have expiration
dates between one and six months from the date written. The
exercise price of the options may be below, equal to or
above the current market values of the underlying securities
at the times the options are written. In the case of call
options, these exercise prices are referred to as "in-the-
money," "at-the-money" and "out-of-the-money," respectively.

The fund may write (a) in-the-money call options when SSB
Citi expects the price of the underlying security to remain
flat or decline moderately during the option period, (b) at-
the-money call options when SSB Citi expects the price of
the underlying security to remain flat or advance moderately
during the option period and (c) out-of-the-money call
options when SSB Citi expects that the price of the security
may increase but not above a price equal to the sum of the
exercise price plus the premiums received from writing the
call option. In any of the preceding situations, if the
market price of the underlying security declines and the
security is sold at this lower price, the amount of any
realized loss will be offset wholly or in part by the
premium received. Out-of-the-money, at-the-money and in-the-
money put options (the reverse of call options as to the
relation of exercise price to market price) may be utilized
in the same market environments as such call options are
used in equivalent transactions.

So long as the obligation of the fund as the writer of an
option continues, the fund may be assigned an exercise
notice by the broker-dealer through which the option was
sold, requiring it to deliver, in the case of a call, or
take delivery of, in the case of a put, the underlying
security against payment of the exercise price. This
obligation terminates when the option expires or the fund
effects a closing purchase transaction. The fund can no
longer effect a closing purchase transaction with respect to
an option once it has been assigned an exercise notice. To
secure its obligation to deliver the underlying security
when it writes a call option, or to pay for the underlying
security when it writes a put option, the fund will be
required to deposit in escrow the underlying security or
other assets in accordance with the rules of the Options
Clearing Corporation ("Clearing Corporation") or similar
clearing corporation and the securities exchange on which
the option is written.

An option position may be closed out only where there exists
a secondary market for an option of the same series on a
recognized securities exchange or in the over-the-counter
market.  The fund expects to write options only on national
securities exchanges or in the over-the-counter market.  The
fund may purchase put options issued by the Clearing
Corporation or in the over-the-counter market.

The fund may realize a profit or loss upon entering into a
closing transaction. In cases in which the fund has written
an option, it will realize a profit if the cost of the
closing purchase transaction is less than the premium
received upon writing the original option and will incur a
loss if the cost of the closing purchase transaction exceeds
the premium received upon writing the original option.
Similarly, when the fund has purchased an option and engages
in a closing sale transaction, whether it recognizes a
profit or loss will depend upon whether the amount received
in the closing sale transaction is more or less than the
premium the fund initially paid for the original option plus
the related transaction costs.

Although the fund generally will purchase or write only
those options for which SSB Citi believes there is an active
secondary market so as to facilitate closing transactions,
there is no assurance that sufficient trading interest to
create a liquid secondary market on a securities exchange
will exist for any particular option or at any particular
time, and for some options no such secondary market may
exist. A liquid secondary market in an option may cease to
exist for a variety of reasons. In the past, for example,
higher than anticipated trading activity or order flow, or
other unforeseen events, have at times rendered certain of
the facilities of the Clearing Corporation and national
securities exchanges inadequate and resulted in the
institution of special procedures, such as trading
rotations, restrictions on certain types of orders or
trading halts or suspensions in one or more options. There
can be no assurance that similar events, or events that may
otherwise interfere with the timely execution of customers'
orders, will not recur. In such event, it might not be
possible to effect closing transactions in particular
options. If, as a covered call option writer, the fund is
unable to effect a closing purchase transaction in a
secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the
underlying security upon exercise.

Securities exchanges generally have established limitations
governing the maximum number of calls and puts of each class
which may be held or written, or exercised within certain
periods, by an investor or group of investors acting in
concert (regardless of whether the options are written on
the same or different securities exchanges or are held,
written or exercised in one or more accounts or through one
or more brokers).  It is possible that the fund and other
clients of the manager and certain of their affiliates may
be considered to be such a group.  A securities exchange may
order the liquidation of positions found to be in violation
of these limits, and it may impose certain other sanctions.

In the case of options written by the fund that are deemed
covered by virtue of the fund's holding convertible or
exchangeable preferred stock or debt securities, the time
required to convert or exchange and obtain physical delivery
of the underlying common stocks with respect to which the
fund has written options may exceed the time within which
the fund must make delivery in accordance with an exercise
notice. In these instances, the fund may purchase or
temporarily borrow the underlying securities for purposes of
physical delivery. By so doing, the fund will not bear any
market risk because the fund will have the absolute right to
receive from the issuer of the underlying security an equal
number of shares to replace the borrowed stock, but the fund
may incur additional transaction costs or interest expenses
in connection with any such purchase or borrowing.

Although SSB Citi will attempt to take appropriate measures
to minimize the risks relating to the fund's writing of call
options and purchasing of put and call options, there can be
no assurance that the fund will succeed in its option-
writing program.

Stock Index Options.  As described generally above, the fund
may purchase put and call options and write call options on
domestic stock indexes listed on domestic exchanges in order
to realize its investment objective of capital appreciation
or for the purpose of hedging its portfolio. A stock index
fluctuates with changes in the market values of the stocks
included in the index. Some stock index options are based on
a broad market index such as the New York Stock Exchange
Composite Index or the Canadian Market Portfolio Index, or a
narrower market index such as the Standard & Poor's 100.
Indexes also are based on an industry or market segment such
as the American Stock Exchange Oil and Gas Index or the
Computer and Business Equipment Index.

Options on stock indexes are generally similar to options on
stock except that the delivery requirements are different.
Instead of giving the right to take or make delivery of
stock at a specified price, an option on a stock index gives
the holder the right to receive a cash "exercise settlement
amount" equal to (a) the amount, if any, by which the fixed
exercise price of the option exceeds (in the case of a put)
or is less than (in the case of a call) the closing value of
the underlying index on the date of exercise, multiplied by
(b) a fixed "index multiplier." Receipt of this cash amount
will depend upon the closing level of the stock index upon
which the option is based being greater than, in the case of
a call, or less than, in the case of a put, the exercise
price of the option. The amount of cash received will be
equal to such difference between the closing price of the
index and the exercise price of the option expressed in
dollars or a foreign currency, as the case may be, times a
specified multiple. The writer of the option is obligated,
in return for the premium received, to make delivery of this
amount. The writer may offset its position in stock index
options prior to expiration by entering into a closing
transaction on an exchange or it may let the option expire
unexercised.

The effectiveness of purchasing or writing stock index
options as a hedging technique will depend upon the extent
to which price movements in the portion of the securities
portfolio of the fund correlate with price movements of the
stock index selected. Because the value of an index option
depends upon movements in the level of the index rather than
the price of a particular stock, whether the fund will
realize a gain or loss from the purchase or writing of
options on an index depends upon movements in the level of
stock prices in the stock market generally or, in the case
of certain indexes, in an industry or market segment, rather
than movements in the price of a particular stock.
Accordingly, successful use by the fund of options on stock
indexes will be subject to the manager's ability to predict
correctly movements in the direction of the stock market
generally or of a particular industry. This requires
different skills and techniques than predicting changes in
the price of individual stocks.

Futures Contracts and Options on Futures Contracts.  As
described generally above, the fund may invest in stock
index futures contracts and options on futures contracts
that are traded on a domestic exchange or board of trade.
Futures contracts provide for the future sale by one party
and purchase by another party of a specified amount of a
specific security at a specified future time and at a
specified price.  The primary purpose of entering into a
futures contract by the fund is to protect the fund from
fluctuations in the value of securities without actually
buying or selling the securities.  The fund may enter into
futures contracts and options on futures to seek higher
investment returns when a futures contract is priced more
attractively than stocks comprising a benchmark index, to
facilitate trading or to reduce transaction costs.  The fund
will only enter into futures contracts and options on
futures contracts that are traded on a domestic exchange and
board of trade.  Assets committed to futures contracts will
be segregated on the fund's books to the extent required by
law.

The purpose of entering into a futures contract by the fund
is to protect the fund from fluctuations in the value of
securities without actually buying or selling the
securities. For example, in the case of stock index futures
contracts, if the fund anticipates an increase in the price
of stocks that it intends to purchase at a later time, the
fund could enter into contracts to purchase the stock index
(known as taking a "long" position) as a temporary
substitute for the purchase of stocks. If an increase in the
market occurs that influences the stock index as
anticipated, the value of the futures contracts increases
and thereby serves as a hedge against the fund's not
participating in a market advance. The fund then may close
out the futures contracts by entering into offsetting
futures contracts to sell the stock index (known as taking a
"short" position) as it purchases individual stocks. The
fund can accomplish similar results by buying securities
with long maturities and selling securities with short
maturities. But by using futures contracts as an investment
tool to reduce risk, given the greater liquidity in the
futures market, it may be possible to accomplish the same
result more easily and more quickly.

No consideration will be paid or received by the fund upon
the purchase or sale of a futures contract. Initially, the
fund will be required to deposit with the broker an amount
of cash or cash equivalents equal to approximately 1% to 10%
of the contract amount (this amount is subject to change by
the exchange or board of trade on which the contract is
traded and brokers or members of such board of trade may
charge a higher amount). This amount is known as "initial
margin" and is in the nature of a performance bond or good
faith deposit on the contract which is returned to the fund,
upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Subsequent
payments, known as "variation margin," to and from the
broker, will be made daily as the price of the index or
securities underlying the futures contract fluctuates,
making the long and short positions in the futures contract
more or less valuable, a process known as "marking-to-
market." In addition, when the fund enters into a long
position in a futures contract or an option on a futures
contract, it must deposit into a segregated account on the
fund's books an amount of cash or cash equivalents equal to
the total market value of the underlying futures contract,
less amounts held in the fund's commodity brokerage account
at its broker. At any time prior to the expiration of a
futures contract, the fund may elect to close the position
by taking an opposite position, which will operate to
terminate the fund's existing position in the contract.

There are several risks in connection with the use of
futures contracts as a hedging device. Successful use of
futures contracts by the fund is subject to the ability of
the manager to predict correctly movements in the stock
market or in the direction of interest rates. These
predictions involve skills and techniques that may be
different from those involved in the management of
investments in securities. In addition, there can be no
assurance that there will be a perfect correlation between
movements in the price of the securities underlying the
futures contract and movements in the price of the
securities that are the subject of the hedge. A decision of
whether, when and how to hedge involves the exercise of
skill and judgment, and even a well-conceived hedge may be
unsuccessful to some degree because of market behavior or
unexpected trends in market behavior or interest rates.

Positions in futures contracts may be closed out only on the
exchange on which they were entered into (or through a
linked exchange) and no secondary market exists for those
contracts. In addition, although the fund intends to enter
into futures contracts only if there is an active market for
the contracts, there is no assurance that an active market
will exist for the contracts at any particular time. Most
futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a
single trading day. Once the daily limit has been reached in
a particular contract, no trades may be made that day at a
price beyond that limit. It is possible that futures
contract prices could move to the daily limit for several
consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses. In
such event, and in the event of adverse price movements, the
fund would be required to make daily cash payments of
variation margin; in such circumstances, an increase in the
value of the portion of the portfolio being hedged, if any,
may partially or completely offset losses on the futures
contract. As described above, however, no assurance can be
given that the price of the securities being hedged will
correlate with the price movements in a futures contract and
thus provide an offset to losses on the futures contract.

INVESTMENT RESTRICTIONS

The investment restrictions numbered 1 through 7 below and
the fund's investment objective have been adopted by the
trust as fundamental policies of the fund.  Under the 1940
Act, a fundamental policy may not be changed with respect to
a fund without the vote of a majority of the outstanding
voting securities of the fund.  Majority is defined in the
1940 Act as the lesser of (a) 67% or more of the shares
present at a fund meeting, if the holders of more than 50%
of the outstanding shares of the fund are present or
represented by proxy, or (b) more than 50% of outstanding
shares.  The remaining restrictions may be changed by a vote
of a majority of the trust's board of trustees at any time.

Under the investment restrictions adopted by the trust with
respect to the fund:  The fund will not

	1.	Invest in a manner that would cause it to fail
to be a "diversified company" under the 1940 Act and the
rules, regulations and orders thereunder.

	2.	Issue "senior securities" as defined in the 1940
Act, and the rules, regulations and orders thereunder,
except as permitted under the 1940 Act and the rules,
regulations and orders thereunder.

	3.	Invest more than 25% of its total assets in
securities, the issuers of which conduct their principal
business activities in the same industry. For purposes of
this limitation, securities of the U.S. government
(including its agencies and instrumentalities) and
securities of state or municipal governments and their
political subdivisions are not considered to be issued by
members of any industry.

	4.	Borrow money, except that (a) the fund may
borrow from banks for temporary or emergency (not
leveraging) purposes, including the meeting of redemption
requests which might otherwise require the untimely
disposition of securities, and (b) the fund may, to the
extent consistent with its investment policies, enter into
reverse repurchase agreements, forward roll transactions and
similar investment strategies and techniques.  To the extent
that it engages in transactions described in (a) and (b),
the fund will be limited so that no more than 33 1/3% of the
value of its total assets (including the amount borrowed),
valued at the lesser of cost or market, less liabilities
(not including the amount borrowed), is derived from such
transactions.

	5.	Make loans.  This restriction does not apply to:
(a) the purchase of debt obligations in which the fund may
invest consistent with its investment objective and
policies;  (b) repurchase agreements; and (c) loans of its
portfolio securities, to the fullest extent permitted under
the 1940 Act.

	6.	Engage in the business of underwriting
securities issued by other persons, except to the extent
that the fund may technically be deemed to be an underwriter
under the Securities Act of 1933, as amended, in disposing
of portfolio securities.

7.	Purchase or sell real estate, real estate
mortgages, commodities or commodity contracts, but this
restriction shall not prevent the fund from: (a) investing
in securities of issuers engaged in the real estate business
or the business of investing in real estate (including
interests in limited partnerships owning or otherwise
engaging in the real estate business or the business of
investing in real estate) and securities which are secured
by real estate or interests therein; (b) holding or selling
real estate received in connection with securities it holds
or held; (c) trading in futures contracts and options on
futures contracts (including options on currencies to the
extent consistent with the funds' investment objective and
policies); or (d) investing in real estate investment trust
securities.

	8.	Purchase any securities on margin (except for
such short-term credits as are necessary for the clearance
of purchases and sales of portfolio securities) or sell any
securities short (except "against the box"). For purposes of
this restriction, the deposit or payment by the fund of
underlying securities and other assets in escrow and
collateral agreements with respect to initial or maintenance
margin in connection with futures contracts and related
options and options on securities, indexes or similar items
is not considered to be the purchase of a security on
margin.

	9.	Invest in oil, gas or other mineral exploration
or development programs.

	10.	Purchase or otherwise acquire any security if,
as a result, more than 15% of its net assets would be
invested in securities that are illiquid.

11. Invest for the purpose of exercising control of
management.

If any percentage restriction described above is complied
with at the time of an investment, a later increase or
decrease in percentage resulting from a change in values or
assets will not constitute a violation of such restriction.

TRUSTEES OF THE TRUST AND EXECUTIVE OFFICERS OF THE FUND

The names of the trustees of the trust and executive
officers of the fund, together with information as to their
principal business occupations, are set forth below.  The
executive officers of the fund are employees of
organizations that provide services to the fund.  Each
trustee who is an "interested person" of the trust, as
defined in the 1940 Act, is indicated by an asterisk. The
address of the "non-interested" trustees and the executive
officers of the fund is 388 Greenwich Street, New York, New
York 10013, unless otherwise indicated.

Herbert Barg, Trustee (Age 76).  Private Investor.  His
address is 273 Montgomery Avenue, Bala Cynwyd, Pennsylvania
19004.  Director/Trustee of sixteen investment companies
associated with Citigroup, Inc. ("Citigroup")

*Alfred J. Bianchetti Trustee (Age 77).  Retired; formerly
Senior Consultant to Dean Witter Reynolds Inc.  His address
is 19 Circle End Drive, Ramsey, New Jersey 07466.
Director/Trustee of eleven investment companies associated
with Citigroup.

Martin Brody Trustee (Age 78).  Consultant, HMK Associates;
Retired Vice Chairman of the Board of Restaurant Associates
Corp.  His address is c/o HMK Associates, 30 Columbia
Turnpike, Florham Park, New Jersey 07932.  Director/Trustee
of twenty-one investment companies associated with
Citigroup.

Dwight B. Crane Trustee (Age 62).  Professor, Harvard
Business School.  His address is c/o Harvard Business
School, Soldiers Field Road, Boston, Massachusetts 02163.
Director/Trustee of twenty-four investment companies
associated with Citigroup.

Burt N. Dorsett Trustee (Age 69).  Managing Partner of
Dorsett McCabe Management. Inc., an investment counseling
firm; Director of Research Corporation Technologies, Inc., a
nonprofit patent clearing and licensing firm.  His address
is 201 East 62nd Street, New York, New York 10021.
Director/Trustee of eleven investment companies associated
with Citigroup.

Elliot S. Jaffe Trustee (Age 73).  Chairman of the Board and
President of The Dress Barn, Inc.  His address is 30
Dunnigan Drive, Suffern, New York 10901.  Director/Trustee
of eleven investment companies associated with Citigroup.

Stephen E. Kaufman Trustee (Age 68).  Attorney.  His address
is 277 Park Avenue, New York, New York 10172.
Director/Trustee of thirteen investment companies associated
with Citigroup.

Joseph J. McCann Trustee (Age 69).  Financial Consultant;
Retired Financial Executive, Ryan Homes, Inc.  His address
is 200 Oak Park Place, Pittsburgh, Pennsylvania 15243.
Director/Trustee of eleven investment companies associated
with Citigroup.

*Heath B. McLendon Trustee (Age 66). Chairman of the Board,
President and Chief Executive Officer; Managing Director of
Salomon Smith Barney; President of SSB Citi and Travelers
Investment Adviser, Inc. ("TIA"); Chairman or Co-Chairman of
the Board of 71 investment companies associated with Salomon
Smith Barney. His address is 7 World Trade Center, New York,
New York 10048.

Cornelius C. Rose, Jr. Trustee (Age 66).  President,
Cornelius C. Rose Associates, Inc., financial consultants,
and Chairman and Director of Performance Learning Systems,
an educational consultant.  His address is Meadowbrook
Village, Building 4, Apt 6, West Lebanon, New Hampshire
03784.  Director/Trustee of eleven investment companies
associated with Citigroup.

Lewis E. Daidone (Age 42).  Senior Vice President and
Treasurer; Managing Director of Salomon Smith Barney; Chief
Financial Officer of the Smith Barney Mutual funds; Director
and Senior Vice President of SSB Citi and TIA.

Lawrence Weissman (Age 39).  Vice President and Investment
Officer; Managing Director of Salomon Smith Barney;
Investment Officer of SSB Citi;  prior to 1998, portfolio
manager at Neuberger & Berman, LLC.; prior to that he was a
portfolio manager at TIAA-CREFF.

Paul Brook (Age 46). Controller; Director of Salomon Smith
Barney; from 1997-1998 Managing Director of AMT Capital
Services Inc.; prior to 1997, Partner with Ernst & Young
LLP.

Christina T. Sydor (Age 49).  Secretary; Managing Director
of Salomon Smith Barney; General Counsel and Secretary of
SSB Citi and TIA.

As of March 9, 2000, the trustees and officers owned, in the
aggregate, less than 1% of the outstanding shares of each of
the funds. No officer, director or employee of Salomon Smith
Barney or any of its affiliates receives any compensation
from the trust for serving as an officer of the funds or
trustee of the trust.  The trust pays each trustee who is
not an officer, director or employee of Salomon Smith Barney
or any of its affiliates a fee of $12,000 per annum plus
$1000 per in-person meeting and $100 per telephonic meeting.
Each trustee emeritus who is not an officer, director or
employee of Salomon Smith Barney or its affiliates receives
a fee of $5,000 per annum plus $500 per in-person meeting
and $50 per telephonic meeting.  All trustees are reimbursed
for travel and out-of-pocket expenses incurred to attend
such meetings and for the most recent calendar year it was
$14,437.

The following table contains a list of shareholders of
record or who beneficially owned at least 5% of the
outstanding shares of a particular class of shares of a fund
as of March 9, 2000.


CLASS Y - PERCENTAGE OF SHARES

Smith Barney Concert Series, Inc.
Growth Portfolio
PNC Bank NA
200 Stevens Drive, Suite 440
Attn: Beverly Timson
Lester, PA 19113
Owned 2,981,907.611 (47.19%) shares

Smith Barney Concert Series, Inc.
High Growth Portfolio
PNC Bank NA
200 Stevens Drive, Suite 440
Attn: Beverly Timson
Lester, PA 19113
Owned 2,337,012.659 (36.98%) shares

Smith Barney Concert Series, Inc.
Select Growth Portfolio
PNC Bank NA
200 Stevens Drive, Suite 440
Attn: Beverly Timson
Lester, PA 19113
Owned 618,902.873 (9.79%) shares

Smith Barney Concert Series, Inc.
Select High Growth Portfolio
PNC Bank NA
200 Stevens Drive, Suite 440
Attn: Beverly Timson
Lester, PA 19113
Owned 379,826.745 (6.01%) shares

For the fiscal year ended November 30, 1999, the Trustees of
the fund were paid the following compensation:




Name of Person



Aggregate
Compensat
ion
from
Trust

Total
Pension or
Retirement
Benefits
Accrued
As part of
Trust
Expenses

Compensation
From Trust
and Fund
Complex
Paid to
Trustees

Number of
Funds for
Which Trustee
Serves Within
Fund Complex

Herbert Barg**
Alfred
Bianchetti* **
Martin Brody**
Dwight B.
Crane**
Burt N.
Dorsett**
Elliot S.
Jaffe**
Stephen E.
Kaufman**
Joseph J.
McCann**
Heath B.
McLendon*
Cornelius C.
Rose, Jr.**

$15,600
   14,600
   13,600
   15,500
   15,500
   12,600
   15,600
   15,600
-----
   14,600

$0
0
0
0
0
0
0
0
0
0

$114,288
    53,900
  138,600
  155,363
   57,950
   45,100
  110,650
   58,050
------
  53,500

16
11
21
24
11
11
13
11
71
11
* 	Designated an "interested" trustee.
**	Designates member of Audit Committee

Upon attainment of age 80, fund trustees are required to
change to emeritus status. Trustees emeritus are entitled to
serve in emeritus status for a maximum of 10 years.  A
trustee emeritus may attend meetings but has no voting
rights.



INVESTMENT MANAGEMENT AND OTHER SERVICES

Investment Manager - SSB Citi

SSB Citi serves as investment manager to the fund pursuant
to an investment management agreement (the "Investment
Management Agreement") with the trust which was approved by
the board of trustees, including a majority of trustees who
are not "interested persons" of the trust or the manager.
The manager is a wholly owned subsidiary of Salomon Smith
Barney Holdings Inc. ("Holdings"), which in turn, is a
wholly owned subsidiary of Citigroup.  Subject to the
supervision and direction of the trust's board of trustees,
the manager manages the fund's portfolio in accordance with
the fund's stated investment objective and policies, makes
investment decisions for the fund, places orders to purchase
and sell securities, and employs professional portfolio
managers and securities analysts who provide research
services to the fund.  The manager pays the salary of any
officer and employee who is employed by both it and the
trust.  The manager bears all expenses in connection with
the performance of its services. The manager bears all
expenses in connection with the performance of its services.
The manager also: (a) assists in supervising all aspects of
the Fund's operations except those performed by the fund's
investment manager under its investment advisory agreement;
b) supplies the fund with office facilities (which may be in
SSBC's own offices), statistical and research data, data
processing services, clerical, accounting and bookkeeping
services, including, but not limited to, the calculation of
(i) the net asset value of shares of the fund, (ii)
applicable contingent deferred sales charges ("CDSC") and
similar fees and charges and (iii) distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c) prepares reports to shareholders of the fund, tax
returns and reports to and filings with the SEC and state
blue sky authorities.

As compensation for investment management services, the fund
pays the manager a fee computed daily and paid monthly at
the annual rate of 0.75% of the fund's average daily net
assets.  The management fee paid by the fund in fiscal year
ended November 30, 1999 was $3,544,958.

Auditors

KPMG LLP, independent auditors, 345 Park Avenue, New York,
New York 10017, have been selected to serve as auditors of
the trust and to render opinions on the fund's financial
statements for the fiscal year ending November 30, 2000.

Custodian, Transfer Agent and Sub-Transfer Agent

PNC Bank, National Association ("PNC" or "custodian")
located at 17th and Chestnut Streets, Philadelphia,
Pennsylvania, 19103, serves as the custodian of the fund.
Under its custody agreement with the fund, PNC holds the
fund's securities and keeps all necessary accounts and
records.  For its services, PNC receives a monthly fee based
upon the month-end market value of securities held in
custody and also receives securities transactions charges.
The assets of the fund are held under bank custodianship in
compliance with the 1940 Act.

Smith Barney Private Trust Company (the "transfer agent"),
located at 388 Greenwich Street, New York, New York 10013
serves as the transfer agent and shareholder services agent
for the fund.

PFPC Global Fund Services ("PFPC" or "sub-transfer agent"),
located at Exchange Place, Boston, Massachusetts 02109,
serves as the trust's sub-transfer agent.  Under the
transfer agency agreement, the sub-transfer agent maintains
the shareholder account records for the trust, handles
certain communications between shareholders and the trust
and distributes dividends and distributions payable by the
trust.  For these services, the sub-transfer agent receives
a monthly fee computed on the basis of the number of
shareholder accounts it maintains for the trust during the
month, and is reimbursed for out-of-pocket expenses.

Code of Ethics. Pursuant to Rule 17j-1 of the 1940 Act, the
funds, their investment advisers and principal underwriter
have adopted codes of ethics that permit personnel to invest
in securities for their own accounts, including securities
that may be purchased or held by the funds.  All personnel
must place the interests of clients first and avoid
activities, interests and relationships that might interfere
with the duty to make decisions in the best interests of the
clients.  All personal securities transactions by employees
must adhere to the requirements of the codes and must be
conducted in such a manner as to avoid any actual or
potential conflict of interest, the appearance of such a
conflict, or the abuse of an employee's position of trust
and responsibility.

A copy of the Fund's Code of Ethics is on file with the
Securities and Exchange Commission.

Distributor

CFBDS, Inc., located at 20 Milk Street, Boston,
Massachusetts 02109-5408 serves as the fund's distributor
pursuant to a written agreement dated October 8, 1998 (the
"Distribution Agreement") which was approved by the fund's
Board of Trustees, including a majority of the Independent
trustees on July 15, 1998.  Prior to the merger of Travelers
Group, Inc. and Citicorp Inc. on October 8, 1998, Salomon
Smith Barney served as the fund's distributor. Salomon Smith
Barney continues to sell the funds shares as part of the
selling group.

For the period September 1, 1998 through October 7, 1998 the
aggregate dollar amount of commissions on Class A shares was
$104,000 all of which was paid to Salomon Smith Barney.  For
the period October 8, 1998 through November 30, 1998 the
aggregate dollar amount of commissions on Class A shares was
$592,000, $532,800 of which was paid to Salomon Smith
Barney.  For the fiscal year ended November 30, 1999 the
aggregate dollar amount of commissions on Class A shares was
$1,421,000 of which $1278,900 was paid to Salomon Smith
Barney

For the period September 1, 1998 through October 7, 1998 the
aggregate dollar amount of commissions on Class L shares was
$58,000, all of which was paid to Salomon Smith Barney. For
the period October 8, 1998 through November 30, 1998 the
aggregate dollar amount of commissions on Class L shares was
$270,000, $243,000 of which was paid to Salomon Smith
Barney.  For the fiscal year ended November 30, 1999 the
aggregate dollar amount of commissions on Class L shares was
$919,000, of which $827,000 was paid to Salomon Smith Barney

For the fiscal period ended November 30, 1998, Salomon Smith
Barney received from shareholders $10,000 and $2,000, in
deferred sales charges on the redemption of Class B and
Class L shares, respectively.  For the fiscal year ended
November 30, 1999 Salomon Smith Barney received from
shareholders $6,000, $318,000 and $44,000 in deferred sales
charges on the redemption of Class A, Class B, and Class L
shares respectively.

When payment is made by the investor before the settlement
date, unless otherwise noted by the investor, the funds will
be held as a free credit balance in the investor's brokerage
account and Salomon Smith Barney may benefit from the
temporary use of the funds.  The fund's board of trustees
has been advised of the benefits to Salomon Smith Barney
resulting from these settlement procedures and will take
such benefits into consideration when reviewing the
Investment Management and Distribution Agreements for
continuance.

Distribution Arrangements.  To compensate Salomon Smith
Barney for the service it provides and for the expense it
bears, the fund has adopted a services and distribution plan
(the "Plan") pursuant to Rule 12b-1 under the 1940 Act.
Under the Plan, the fund pays Salomon Smith Barney a service
fee, accrued daily and paid monthly, calculated at the
annual rate of 0.25% of the value of the fund's average
daily net assets attributable to the Class A, Class B and
Class L shares.  In addition, the fund pays Salomon Smith
Barney a distribution fee with respect to Class B and Class
L shares primarily intended to compensate Salomon Smith
Barney for its initial expense of paying Financial
Consultants a commission upon sales of those shares.  The
Class B and Class L distribution fee is calculated at the
annual rate of 0.75% of the value of the fund's average net
assets attributable to the shares of the respective Class.


The following service and distribution fees were incurred
pursuant to a Distribution Plan during the period indicated:




Distribution Plan Fees





Fiscal Year
Ended
11/30/99

  Fiscal
Period
  Ended
11/30/98




Class A

$
231,993


$16,625



Class B

$1,695,0
42


$121,87
4



Class L

$1,130,2
46


$81,200




For the fiscal year ended November 30, 1999, the distributor
incurred distribution expenses totaling $9,195,907,
consisting of $357,515 for advertising, $20,500 for printing
and mailing of prospectuses, $1,412,337 for support
services, $6,490,212 to Salomon Smith Barney Financial
Consultants, and $295,836 in accruals for interest on the
excess of Salomon Smith Barney expenses incurred in
distribution of the funds' shares over the sum of the
distribution fees and Deferred Sales Charge received by
Salomon Smith Barney from the fund.  For the fiscal year
ended November 30, 1999, the distributor, received
$3,057,281 in the aggregate from the Plan.

Under its terms, the Plan continues from year to year,
provided such continuance is approved annually by vote of
the board of trustees, including a majority of the trustees
who are not interested persons of the trust and who have no
direct or indirect financial interest in the operation of
the Plan or in the Distribution Agreement (the "independent
trustees").  The Plan may not be amended to increase the
amount of the service and distribution fees without
shareholder approval, and all amendments of the Plan also
must be approved by the trustees including all of the
independent trustees in the manner described above.  The
Plan may be terminated with respect to a Class at any time,
without penalty, by vote of a majority of the independent
trustees or, with respect to any fund, by vote of a majority
of the outstanding voting securities of a fund (as defined
in the 1940 Act).  Pursuant to the Plan, Salomon Smith
Barney will provide the board of trustees with periodic
reports of amounts expended under the Plan and the purpose
for which such expenditures were made.

PORTFOLIO TRANSACTIONS

The manager arranges for the purchase and sale of the fund's
securities and selects brokers and dealers (including
Salomon Smith Barney) which in its best judgment provide
prompt and reliable execution at favorable prices and
reasonable commission rates.  The manager may select brokers
and dealers that provide it with research services and may
cause the fund to pay such brokers and dealers commissions
which exceed those other brokers and dealers may have
charged, if it views the commissions as reasonable in
relation to the value of the brokerage and/or research
services.  In selecting a broker, including Salomon Smith
Barney, for a transaction, the primary consideration is
prompt and effective execution of orders at the most
favorable prices. Subject to that primary consideration,
dealers may be selected for research statistical or other
services to enable the manager to supplement its own
research and analysis.

Decisions to buy and sell securities for the fund are made
by the manager, subject to the overall supervision and
review of the trust's board of trustees. Portfolio
securities transactions for the fund are effected by or
under the supervision of the manager.

Transactions on stock exchanges involve the payment of
negotiated brokerage commissions. There is generally no
stated commission in the case of securities traded in the
over-the-counter market, but the price of those securities
includes an undisclosed commission or mark-up. Over-the-
counter purchases and sales are transacted directly with
principal market makers except in those cases in which
better prices and executions may be obtained elsewhere. The
cost of securities purchased from underwriters includes an
underwriting commission or concession, and the prices at
which securities are purchased from and sold to dealers
include a dealer's mark-up or mark-down.

In executing portfolio transactions and selecting brokers or
dealers, it is the fund's policy to seek the best overall
terms available. The manager, in seeking the most favorable
price and execution, considers all factors it deems
relevant, including, for example, the price, the size of the
transaction, the reputation, experience and financial
stability of the broker-dealer involved and the quality of
service rendered by the broker-dealer in other transactions.
The manager receives research, statistical and quotation
services from several broker-dealers with which it places
the fund's portfolio transactions. It is possible that
certain of the services received primarily will benefit one
or more other accounts for which the manager exercises
investment discretion. Conversely, the fund may be the
primary beneficiary of services received as a result of
portfolio transactions effected for other accounts. The
manager's fee under the management agreement is not reduced
by reason of its receiving such brokerage and research
services. The trust's Board of Trustees, in its discretion,
may authorize the manager to cause the fund to pay a broker
that provides brokerage and research services to the manager
a commission in excess of that which another qualified
broker would have charged for effecting the same
transaction. Salomon Smith Barney will not participate in
commissions from brokerage given by the fund to other
brokers or dealers and will not receive any reciprocal
brokerage business resulting therefrom.

In accordance with Section 17(e) of the 1940 Act and Rule
17e-1 thereunder, the trust's board of trustees has
determined that any portfolio transaction for the fund may
be executed through Salomon Smith Barney or an affiliate of
Salomon Smith Barney if, in the manager's judgment, the use
of Salomon Smith Barney or an affiliate is likely to result
in price and execution at least as favorable as those of
other qualified brokers and if, in the transaction, Salomon
Smith Barney or the affiliate charges the fund a commission
rate consistent with those charged by Salomon Smith Barney
or an affiliate to comparable unaffiliated customers in
similar transactions. In addition, under SEC rules Salomon
Smith Barney may directly execute such transactions for the
fund on the floor of any national securities exchange,
provided: (a) the board of trustees has expressly authorized
Salomon Smith Barney to effect such transactions; and (b)
Salomon Smith Barney annually advises the fund of the
aggregate compensation it earned on such transactions.

Even though investment decisions for the fund are made
independently from those of the other accounts managed by
the manager, investments of the kind made by the fund also
may be made by those other accounts. When the fund and one
or more accounts managed by the manager are prepared to
invest in, or desire to dispose of, the same security,
available investments or opportunities for sales will be
allocated in a manner believed by the manager to be
equitable. In some cases, this procedure may adversely
affect the price paid or received by the fund or the size of
the position obtained for or disposed of by the fund.

The fund will not purchase securities during the existence
of any underwriting or selling group relating to the
securities, of which the manager is a member, except to the
extent permitted by the SEC.  Under certain circumstances,
the fund may be at a disadvantage because of this limitation
in comparison with other funds that have similar investment
objectives but that are not subject to a similar limitation.

The fund has paid the following in brokerage commissions for
portfolio transactions :


						Fiscal Year Ended
	Fiscal Period Ended
						11/30/99
	11/30/98


Total Brokerage Commissions		$496,811
	$133,876


Total Brokerage Commissions
paid to Salomon Smith Barney	$10,200
$0

% of Total Brokerage Commissions	     2.05%
0%
paid to Salomon Smith Barney

% of Total Transactions involving	      2.04%
	 0%
Commissions paid to Salomon
Smith Barney

During the fiscal period ended November 30, 1998, the total
amount of commissionable transactions was $133,217,263, and
during the fiscal year ended November 30, 1999, the total
amount of commissionable transactions was $426,679,434 .

Portfolio securities transactions on behalf of the fund are
placed by the manager with a number of brokers and dealers,
including Salomon Smith Barney.  Salomon Smith Barney has
advised the fund that in transactions with the fund, Salomon
Smith Barney charges a commission rate at least as favorable
as the rate that Salomon Smith Barney charges its comparable
unaffiliated customers in similar transactions.

PORTFOLIO TURNOVER

The fund's portfolio turnover rate (the lesser of purchases
or sales of portfolio securities during the year, excluding
purchases or sales of short-term securities, divided by the
monthly average value of portfolio securities) is generally
not expected to exceed 100%.  The rate of turnover will not
be a limiting factor, however, when the fund deems it
desirable to sell or purchase securities.  This policy
should not result in higher brokerage commissions to the
fund, as purchases and sales of portfolio securities are
usually effected as principal transactions.  Securities may
be sold in anticipation of a rise in interest rates (market
decline) or purchased in anticipation of a decline in
interest rates (market rise) and later sold.  In addition, a
security may be sold and another security of comparable
quality purchased at approximately the same time to take
advantage of what the fund believes to be a temporary
disparity in the normal yield relationship between the two
securities.  These yield disparities may occur for reasons
not directly related to the investment quality of particular
issues or the general movement of interest rates, such as
changes in the overall demand for, or supply of, various
types of tax-exempt securities. The fund's portfolio
turnover rate for the fiscal period ended November 30, 1998
was 15%, and for the fiscal year ended November 30, 1999 was
61%.

PURCHASE OF SHARES

Sales Charge Alternatives

The following classes of shares are available for purchase.
See the prospectus for a discussion of factors to consider
in selecting which Class of shares to purchase.

Class A Shares.  Class A shares are sold to investors at the
public offering price, which is the net asset value plus an
initial sales charge as follows:



Amount
of
Investme
nt

Sales Charge
as a %
of
Transaction

Sales
Charge as a
%
of Amount
Invested
Dealers'
Reallowance as
%
of Offering
Price
Less than
$25,000
5.00%
5.26%
4.50%
$ 25,000 -
49,999
4.00
4.17
3.60
50,000 -
99,999
3.50
3.63
3.15
100,000 -
249,999
3.00
3.09
2.70
250,000 -
499,999
2.00
2.04
1.80
500,000 and
over
*
*
*

*	Purchases of Class A shares of $500,000 or more will
be made at net asset value without any initial sales
charge, but will be subject to a deferred sales charge
of 1.00% on redemptions made within 12 months of
purchase. The deferred sales charge on Class A shares
is payable to Salomon Smith Barney, which compensates
Salomon Smith Barney Financial Consultants and other
dealers whose clients make purchases of $500,000 or
more. The deferred sales charge is waived in the same
circumstances in which the deferred sales charge
applicable to Class B and Class L shares is waived.
See "Deferred Sales Charge Provisions" and "Waivers of
Deferred Sales Charge."

Members of the selling group may receive up to 90% of the
sales charge and may be deemed to be underwriters of the
fund as defined in the 1933 Act.  The reduced sales charges
shown above apply to the aggregate of purchases of Class A
shares of the fund made at one time by "any person," which
includes an individual and his or her immediate family, or a
trustee or other fiduciary of a single trust estate or
single fiduciary account.

Class B Shares.  Class B shares are sold without an initial
sales charge but are subject to a Deferred Sales Charge
payable upon certain redemptions. See "Deferred Sales Charge
Provisions" below.

Class L Shares.  Class L shares are sold with an initial
sales charge of 1.00% (which is equal to 1.01% of the amount
invested) and are subject to a deferred sales charge payable
upon certain redemptions.  See "Deferred Sales Charge
Provisions" below.  Until June 22, 2001 purchases of Class L
shares by investors who were holders of Class C shares of
other Smith Barney mutual funds on June 12, 1998 will not be
subject to the 1% initial sales charge.

Class Y Shares.  Class Y shares are sold without an initial
sales charge or deferred sales charge and are available only
to investors investing a minimum of $15,000,000 (except
purchases of Class Y shares by Smith Barney Concert
Allocation Series Inc., for which there is no minimum
purchase amount).

General

Investors may purchase shares from a Salomon Smith Barney
Financial Consultant or a broker that clears through Salomon
Smith Barney ("Dealer Representative"). In addition, certain
investors, including qualified retirement plans purchasing
through certain Dealer Representatives, may purchase shares
directly from the fund. When purchasing shares of the fund,
investors must specify whether the purchase is for Class A,
Class B, Class L or Class Y shares.  Salomon Smith Barney
and Dealer Representatives may charge their customers an
annual account maintenance fee in connection with a
brokerage account through which an investor purchases or
holds shares.  Accounts held directly at sub-transfer agent
are not subject to a maintenance fee.

Investors in Class A, Class B and Class L shares may open an
account in the fund by making an initial investment of at
least $1,000 for each account, or $250 for an IRA or a Self-
Employed Retirement Plan, in the fund. Investors in Class Y
shares may open an account by making an initial investment
of $15,000,000. Subsequent investments of at least $50 may
be made for all Classes. For participants in retirement
plans qualified under Section 403(b)(7) or Section 401(c) of
the Code, the minimum initial investment required for Class
A, Class B and Class L shares and the subsequent investment
requirement for all Classes in the fund is $25.  For
shareholders purchasing shares of the fund through the
Systematic Investment Plan on a monthly basis, the minimum
initial investment requirement for Class A, Class B and
Class L shares and subsequent investment requirement for all
Classes is $25.  For shareholders purchasing shares of the
fund through the Systematic Investment Plan on a quarterly
basis, the minimum initial investment required for Class A,
Class B and Class L shares and the subsequent investment
requirement for all Classes is $50.  There are no minimum
investment requirements for Class A shares for employees of
Citigroup and its subsidiaries, including Salomon Smith
Barney, unitholders who invest distributions from a unit
investment trust ("UIT") sponsored by Salomon Smith Barney,
and Directors/Trustees of any of the Smith Barney mutual
funds, and their spouses and children. The fund reserves the
right to waive or change minimums, to decline any order to
purchase its shares and to suspend the offering of shares
from time to time. Shares purchased will be held in the
shareholder's account by the sub-transfer agent. Share
certificates are issued only upon a shareholder's written
request to the sub-transfer agent.

Purchase orders received by the fund or a Salomon Smith
Barney Financial Consultant prior to the close of regular
trading on the New York Stock Exchange ("NYSE"), on any day
the fund calculates its net asset value, are priced
according to the net asset value determined on that day (the
''trade date'').  Orders received by a Dealer Representative
prior to the close of regular trading on the NYSE on any day
the fund calculates its net asset value, are priced
according to the net asset value determined on that day,
provided the order is received by the fund or the fund's
agent prior to its close of business. For shares purchased
through Salomon Smith Barney or a Dealer Representative
purchasing through Salomon Smith Barney, payment for shares
of the fund is due on the third business day after the trade
date. In all other cases, payment must be made with the
purchase order.

Systematic Investment Plan.  Shareholders may make additions
to their accounts at any time by purchasing shares through a
service known as the Systematic Investment Plan. Under the
Systematic Investment Plan, Salomon Smith Barney or the sub-
transfer agent is authorized through preauthorized transfers
of at least $25 on a monthly basis or at least $50 on a
quarterly basis to charge the shareholder's account held
with a bank or other financial institution on a monthly or
quarterly basis as indicated by the shareholder, to provide
for systematic additions to the shareholder's fund account.
A shareholder who has insufficient funds to complete the
transfer will be charged a fee of up to $25 by Salomon Smith
Barney or the sub-transfer agent.  The Systematic Investment
Plan also authorizes Salomon Smith Barney to apply cash held
in the shareholder's Salomon Smith Barney brokerage account
or redeem the shareholder's shares of a Smith Barney money
market fund to make additions to the account. Additional
information is available from the fund or a Salomon Smith
Barney Financial Consultant or a Dealer Representative.

Sales Charge Waivers and Reductions

Initial Sales Charge Waivers.  Purchases of Class A shares
may be made at net asset value without a sales charge in the
following circumstances: (a) sales to (i) Board Members and
employees of Citigroup and its subsidiaries and any
Citigroup affiliated funds including the Smith Barney mutual
funds (including retired Board Members and employees); the
immediate families of such persons (including the surviving
spouse of a deceased Board Member or employee); and to a
pension, profit-sharing or other benefit plan for such
persons and (ii) employees of members of the National
Association of Securities Dealers, Inc., provided such sales
are made upon the assurance of the purchaser that the
purchase is made for investment purposes and that the
securities will not be resold except through redemption or
repurchase; (b) offers of Class A shares to any other
investment company to effect the combination of such company
with the fund by merger, acquisition of assets or otherwise;
(c) purchases of Class A shares by any client of a newly
employed Salomon Smith Barney Financial Consultant (for a
period up to 90 days from the commencement of the Financial
Consultant's employment with Salomon Smith Barney), on the
condition the purchase of Class A shares is made with the
proceeds of the redemption of shares of a mutual fund which
(i) was sponsored by the Financial Consultant's prior
employer, (ii) was sold to the client by the Financial
Consultant and (iii) was subject to a sales charge; (d)
purchases by shareholders who have redeemed Class A shares
in the fund (or Class A shares of another Smith Barney
mutual fund that is offered with a sales charge) and who
wish to reinvest their redemption proceeds in the fund,
provided the reinvestment is made within 60 calendar days of
the redemption; (e) purchases by accounts managed by
registered investment advisory subsidiaries of Citigroup;
(f) direct rollovers by plan participants of distributions
from a 401(k) plan offered to employees of Citigroup or its
subsidiaries or a 401(k) plan enrolled in the Smith Barney
401(k) Program (Note: subsequent investments will be subject
to the applicable sales charge); (g) purchases by a separate
account used to fund certain unregistered variable annuity
contracts; (h) investments of distributions from or proceeds
form a sale of a UIT sponsored by Salomon Smith Barney;
(i) purchases by investors participating in a Salomon Smith
Barney fee-based arrangement;  and (j)  purchases of Class A
shares by Section 403(b) or Section 401(a) or (k) accounts
associated with Copeland Retirement Programs. In order to
obtain such discounts, the purchaser must provide sufficient
information at the time of purchase to permit verification
that the purchase would qualify for the elimination of the
sales charge.

Right of Accumulation.  Class A shares of the fund may be
purchased by ''any person'' (as defined above) at a reduced
sales charge or at net asset value determined by aggregating
the dollar amount of the new purchase and the total net
asset value of all Class A shares of the fund and of other
Smith Barney mutual funds that are offered with a sales
charge as currently listed under ''Exchange Privilege'' then
held by such person and applying the sales charge applicable
to such aggregate.  In order to obtain such discount, the
purchaser must provide sufficient information at the time of
purchase to permit verification that the purchase qualifies
for the reduced sales charge.  The right of accumulation is
subject to modification or discontinuance at any time with
respect to all shares purchased thereafter.

Letter of Intent - Class A Shares.  A Letter of Intent for
an amount of $50,000 or more provides an opportunity for an
investor to obtain a reduced sales charge by aggregating
investments over a 13 month period, provided that the
investor refers to such Letter when placing orders.  For
purposes of a Letter of Intent, the ''Amount of Investment''
as referred to in the preceding sales charge table includes
(i) all Class A shares of the fund and other Smith Barney
mutual funds offered with a sales charge acquired during the
term of the letter plus (ii) the value of all Class A shares
previously purchased and still owned.  Each investment made
during the period receives the reduced sales charge
applicable to the total amount of the investment goal.  If
the goal is not achieved within the period, the investor
must pay the difference between the sales charges applicable
to the purchases made and the charges previously paid, or an
appropriate number of escrowed shares will be redeemed.  The
term of the Letter will commence upon the date the Letter is
signed, or at the options of the investor, up to 90 days
before such date.  Please contact a Salomon Smith Barney
Financial Consultant or the Transfer Agent to obtain a
Letter of Intent application.

Letter of Intent - Class Y Shares.  A Letter of Intent may
also be used as a way for investors to meet the minimum
investment requirement for Class Y shares (except purchases
of Class Y shares by Smith Barney Concert Allocation Series
Inc., for which there is no minimum purchase amount).  Such
investors must make an initial minimum purchase of
$5,000,000 in Class Y shares of the fund and agree to
purchase a total of $15,000,000 of Class Y shares of the
fund within 13 months from the date of the Letter. If a
total investment of $15,000,000 is not made within the 13-
month period, all Class Y shares purchased to date will be
transferred to Class A shares, where they will be subject to
all fees (including a service fee of 0.25%) and expenses
applicable to the fund's Class A shares, which may include a
deferred sales charge of 1.00%. Please contact a Salomon
Smith Barney Financial Consultant or the Transfer Agent for
further information.


Deferred Sales Charge Provisions

''Deferred Sales Charge Shares'' are: (a) Class B shares;
(b) Class L shares; and (c) Class A shares that were
purchased without an initial sales charge but are subject to
a deferred sales charge.  A deferred sales charge may be
imposed on certain redemptions of these shares.

Any applicable deferred sales charge will be assessed on an
amount equal to the lesser of the original cost of the
shares being redeemed or their net asset value at the time
of redemption. Deferred Sales Charge Shares that are
redeemed will not be subject to a deferred sales charge to
the extent that the value of such shares represents: (a)
capital appreciation of fund assets; (b) reinvestment of
dividends or capital gain distributions; (c) with respect to
Class B shares, shares redeemed more than five years after
their purchase; or (d) with respect to Class L shares and
Class A shares that are Deferred Sales Charge Shares, shares
redeemed more than 12 months after their purchase.

Class L shares and Class A shares that are Deferred Sales
Charge Shares are subject to a 1.00% deferred sales charge
if redeemed within 12 months of purchase. In circumstances
in which the deferred sales charge is imposed on Class B
shares, the amount of the charge will depend on the number
of years since the shareholder made the purchase payment
from which the amount is being redeemed. Solely for purposes
of determining the number of years since a purchase payment,
all purchase payments made during a month will be aggregated
and deemed to have been made on the last day of the
preceding Salomon Smith Barney statement month. The
following table sets forth the rates of the charge for
redemptions of Class B shares by shareholders, except in the
case of Class B shares held under the Smith Barney 401(k)
Program, as described below. See ''Purchase of Shares-Smith
Barney 401(k) and ExecChoiceTM Programs.''




Year Since Purchase Payment Was
Made

Deferred Sales Charge

First

5.00%

Second

4.00

Third

3.00

Fourth

2.00

Fifth

1.00

Sixth and thereafter

0.00

Class B shares will convert automatically to Class A shares
eight years after the date on which they were purchased and
thereafter will no longer be subject to any distribution
fees. There will also be converted at that time such
proportion of Class B Dividend Shares owned by the
shareholders as the total number of his or her Class B
shares converting at the time bears to the total number of
outstanding Class B shares (other than Class B Dividend
Shares) owned by the shareholder.

In determining the applicability of any CDSC, it will be
assumed that a redemption is made first of shares
representing capital appreciation, next of shares
representing the reinvestment of dividends and capital gain
distributions and finally of other shares held by the
shareholder for the longest period of time.  The length of
time that deferred sales charge shares acquired through an
exchange have been held will be calculated from the date
that the shares exchanged were initially acquired in one of
the other Smith Barney mutual funds, and fund shares being
redeemed will be considered to represent, as applicable,
capital appreciation or dividend and capital gain
distribution reinvestments in such other funds. For Federal
income tax purposes, the amount of the deferred sales charge
will reduce the gain or increase the loss, as the case may
be, on the amount realized on redemption. The amount of any
deferred sales charge will be paid to Salomon Smith Barney.

To provide an example, assume an investor purchased 100
Class B shares of the fund at $10 per share for a cost of
$1,000.  Subsequently, the investor acquired 5 additional
shares of the fund through dividend reinvestment.  During
the fifteenth month after the purchase, the investor decided
to redeem $500 of his or her investment.  Assuming at the
time of the redemption the net asset value had appreciated
to $12 per share, the value of the investor's shares would
be $1,260 (105 shares at $12 per share). The deferred sales
charge would not be applied to the amount which represents
appreciation ($200) and the value of the reinvested dividend
shares ($60).  Therefore, $240 of the $500 redemption
proceeds ($500 minus $260) would be charged at a rate of
4.00% (the applicable rate for Class B shares) for a total
deferred sales charge of $9.60.


Waivers of Deferred Sales Charge

The deferred sales charge will be waived on: (a) exchanges
(see ''Exchange Privilege''); (b) automatic cash withdrawals
in amounts equal to or less than 1.00% per month of the
value of the shareholder's shares at the time the withdrawal
plan commences (see ''Automatic Cash Withdrawal Plan'')
(provided, however, that automatic cash withdrawals in
amounts equal to or less than 2.00% per month of the value
of the shareholder's shares will be permitted for withdrawal
plans that were established prior to November 7, 1994); (c)
redemptions of shares within 12 months following the death
or disability of the shareholder; (d) redemptions of shares
made in connection with qualified distributions from
retirement plans or IRAs upon the attainment of age 591/2; (e)
involuntary redemptions; and (f) redemptions of shares to
effect a combination of the fund with any investment company
by merger, acquisition of assets or otherwise. In addition,
a shareholder who has redeemed shares from other Smith
Barney mutual funds may, under certain circumstances,
reinvest all or part of the redemption proceeds within 60
days and receive pro rata credit for any deferred sales
charge imposed on the prior redemption.

Deferred sales charge waivers will be granted subject to
confirmation (by Salomon Smith Barney in the case of
shareholders who are also Salomon Smith Barney clients or by
the Transfer Agent in the case of all other shareholders) of
the shareholder's status or holdings, as the case may be.

Smith Barney Retirement Programs

You may be eligible to participate in a retirement program
sponsored by Salomon Smith Barney or one of its affiliates.
The fund offers Class A and Class L shares at net asset
value to participating plans under the programs. You can
meet minimum investment and exchange amounts, if any by
combining the plan's investments in any of the Smith Barney
mutual funds.

There are no sales charges when you buy or sell shares and
the class of shares you may purchase depends on the amount
of your initial investment and/or the date your account is
opened.  Once a class of shares is chosen, all additional
purchases must by of the same class.

For plans opened on or after March 1, 2000 that are not part
of the Paychex offering, Class A shares may be purchased
regardless of the amount invested.

For plans opened prior to March 1, 2000 and for plans that
are part of the Paychex offering, the class of shares you
may purchase depends on the amount of your initial
investment:

Class A Shares.  Class A shares may be purchased by plans
investing at least $1million.

Class L Shares.  Class L shares may be purchased by plans
investing less than $1 million.  Class L shares are eligible
to exchange into Class A shares not later than 8 years after
the plan joined the program.  They are eligible for exchange
in the following circumstances:

If the plan was opened on or after June 21, 1996 and a total
of $1 million is invested in Smith Barney Funds Class L
shares (other than money market funds), all Class L shares
are eligible for exchange after the plan is in the program
for 5 years.

If the plan was opened before June 21, 1996 and a total of
$500,000 is invested in Smith Barney Funds Class L shares
(other than money market funds) on December 31 in any year,
all Class L shares are eligible for exchange on or about
March 31 of the following year.

For more information, call your Salomon Smith Barney
Financial Consultant or the transfer agent.

Retirement Programs Opened On or After June 21, 1996.  If,
at the end of the fifth year after the date the
participating plan enrolled in the Smith Barney 401(k)
Program or the ExecChoiceTM Program, a participating plan's
total Class L and/or Class O holdings in all non-money
market Smith Barney mutual funds equal at least $1,000,000,
the participating plan will be offered the opportunity to
exchange all of its Class L shares and/or Class O shares for
Class A shares of the fund. (For participating plans that
were originally established through a Salomon Smith Barney
retail brokerage account, the five-year period will be
calculated from the date the retail brokerage account was
opened.) Such participating plans will be notified of the
pending exchange in writing within 30 days after the fifth
anniversary of the enrollment date and, unless the exchange
offer has been rejected in writing, the exchange will occur
on or about the 90th day after the fifth anniversary date.
If the participating plan does not qualify for the five-year
exchange to Class A shares, a review of the participating
plan's holdings will be performed each quarter until either
the participating plan qualifies or the end of the eighth
year.

Retirement Programs Opened Prior to June 21, 1996.  In any
year after the date a participating plan enrolled in the
Smith Barney 401(k) Program, if a participating plan's total
Class L/ or Class O holdings in all non-money market Smith
Barney mutual funds equal at least $500,000 as of the
calendar year-end, the participating plan will be offered
the opportunity to exchange all of its Class Land/or Class O
shares for Class A shares of the fund. Such Plans will be
notified in writing within 30 days after the last business
day of the calendar year and, unless the exchange offer has
been rejected in writing, the exchange will occur on or
about the last business day of the following March.

Any participating plan in the Smith Barney 401(k) or the
ExecChoiceTM Program, whether opened before or after June 21,
1996, that has not previously qualified for an exchange into
Class A shares will be offered the opportunity to exchange
all of its Class L and/or Class O shares for Class A shares
of the fund, regardless of asset size, at the end of the
eighth year after the date the participating plan enrolled
in the Smith Barney 401(k) Program or ExecChoiceTM Program.
Such plans will be notified of the pending exchange in
writing approximately 60 days before the eighth anniversary
of the enrollment date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the
eighth anniversary date. Once an exchange has occurred, a
participating plan will not be eligible to acquire
additional Class L shares, but instead may acquire Class A
shares of the same fund. Any Class L and/or Class O shares
not converted will continue to be subject to the
distribution fee.

Participating plans wishing to acquire shares of the fund
through the Smith Barney 401(k) Program or the Smith Barney
ExecChoiceTM Program must purchase such shares directly from
the transfer agent. For further information regarding these
Programs, investors should contact a Salomon Smith Barney
Financial Consultant.

Retirement Programs Investing in Class B Shares:  Class B
shares of a fund are not available for purchase by
participating plans opened on or after June 21, 1996, but
may continue to be purchased by any participating plan in
the Smith Barney 401 (k) Program opened prior to such date
and originally investing in Such Class.  Class B shares
acquired are subject to a deferred sales charge of 3.00% of
redemption proceeds if the participating plan terminates
within eight years of the date the partcipating plan first
enrolled int eh Smith Banrey 401 (k) Program.

At the end of the eighth year after the date the
participating plan enrolled in the Smith Barney 401 (k)
Program, the participating plan will be offered the
opportunity to exchange all of its Class B shares for Class
A shares of the same fund.  Such participating plan will be
notified of the pending exchange in writing approximately 60
days before the eighth anniversary of the enrollment date
and, unless the exchange has been rejected in writing, the
exchange will occur on or about the eighth anniversary date.
Once the exchange has occurred, a participating plan will
not be eligible to acquire additional Class B shares, but
instead may acquire Class A shares ofa the same fund.  If
the participating elects not to exchange all of its Class B
shares at that time, each Class B share held by the
participating plan will have the same conversion feature as
Class B shares held by other investors.  See "Purchase of
Shares-Deferred Sales Charge Alternatives."

No deferred sales charge is imposed on redemptions of Class
B shares to the extent that the net asset value of the
shares redeemed does not exceed the current net asset value
of the sahres purchased through reinvestment of dividends or
capital gain distributions, plus the current net asset vlaue
of Class B shares purchased more than eight years prior to
the redemption, plus increases in the net asset value of the
shareholders Class B shares above the purchase payments made
during the preceding eight years.  Whether or not the
deferred sales charge applies to the redemption by a
participating plan depends on the number of years since the
participating plan first became enrolled  in the Smith
Barney 401(k) Program, unlike the applicability of the
deferred sales charge to redemptions by other shareholders,
which depends on the number of years since those
shareholders made the purchase payment from which the amount
is being redeemed.

The deferred sales charge will be waived on redemptions of
Class B shares in connection with lump-sum or other
distributions made by a participating plan; as a result of
(a) the retirement of an employee in the participating plan;
(b) the termination of employment of an employee in the
participating plan; (c) the death or disability or an
employee in the participating plan; (d) the attainment of
age 59 1/2 by an employee in the participating plan; (e)
hardship of an employee in the participating plan to the
extent permitted under Section 401(k) o the Code; or (f)
redemptions of shares in connection with a loan made by the
participating plan to an employee.

Determination of Public Offering Price

The fund offers its shares to the public on a continuous
basis.  The public offering price for a Class A and Class Y
share of the fund is equal to the net asset value per share
at the time of purchase, plus for Class A shares an initial
sales charge based on the aggregate amount of the
investment.  The public offering price for a Class L share
(and Class A share purchases, including applicable rights of
accumulation, equaling or exceeding $500,000) is equal to
the net asset value per share at the time of purchase and no
sales charge is imposed at the time of purchase.  A deferred
sales charge, however, is imposed on certain redemptions of
Class L shares, and Class A shares when purchased in amounts
exceeding $500,000.  The method of computation of the public
offering price is shown in each fund's financial statements,
incorporated by reference in their entirety into this SAI.

REDEMPTION OF SHARES

The right of redemption of shares of the fund may be
suspended or the date of payment postponed (a) for any
periods during which the NYSE is closed (other than for
customary weekend and holiday closings), (b) when trading in
the markets the fund normally utilizes is restricted, or an
emergency exists, as determined by the SEC, so that disposal
of the fund's investments or determination of its net asset
value is not reasonably practicable or (c) for any other
periods as the SEC by order may permit for the protection of
the fund's shareholders.

If the shares to be redeemed were issued in certificate
form, the certificates must be endorsed for transfer (or be
accompanied by an endorsed stock power) and must be
submitted to the sub-transfer agent together with the
redemption request.  Any signature appearing on a share
certificate, stock power or written redemption request in
excess of $10,000 must be guaranteed by an eligible
guarantor institution such as a domestic bank, savings and
loan institution, domestic credit union, member bank of the
Federal Reserve System or member firm of a national
securities exchange.  Written redemption requests of $10,000
or less do not require a signature guarantee unless more
than one such redemption request is made in any 10-day
period or the redemption proceeds are to be sent to an
address other than the address of record.  Unless otherwise
directed, redemption proceeds will be mailed to an
investor's address of record.  The Transfer Agent may
require additional supporting documents for redemptions made
by corporations, executors, administrators, trustees or
guardians.  A redemption request will not be deemed properly
received until the Transfer Agent receives all required
documents in proper form.

If a shareholder holds shares in more than one Class, any
request for redemption must specify the Class being
redeemed.  In the event of a failure to specify which Class,
or if the investor owns fewer shares of the Class than
specified, the redemption request will be delayed until the
Transfer Agent receives further instructions from Salomon
Smith Barney, or if the shareholder's account is not with
Salomon Smith Barney, from the shareholder directly.  The
redemption proceeds will be remitted on or before the third
business day following receipt of proper tender, except on
any days on which the NYSE is closed or as permitted under
the 1940 Act, in extraordinary circumstances.  Generally, if
the redemption proceeds are remitted to a Salomon Smith
Barney brokerage account, these funds will not be invested
for the shareholder's benefit without specific instruction
and Salomon Smith Barney will benefit from the use of
temporarily uninvested funds.  Redemption proceeds for
shares purchased by check, other than a certified or
official bank check, will be remitted upon clearance of the
check, which may take up to fifteen days or more.

Distribution in Kind

If the board of trustees of the trust determines that it
would be detrimental to the best interests of the remaining
shareholders to make a redemption payment wholly in cash,
the fund may pay, in accordance with SEC rules, any portion
of a redemption in excess of the lesser of $250,000 or 1.00%
of the fund's net assets by a distribution in kind of
portfolio securities in lieu of cash.  Securities issued as
a distribution in kind may incur brokerage commissions when
shareholders subsequently sell those securities.

Automatic Cash Withdrawal Plan

An automatic cash withdrawal plan (the "Withdrawal Plan") is
available to shareholders of the fund who own shares of the
fund with a value of at least $10,000 and who wish to
receive specific amounts of cash monthly or quarterly.
Withdrawals of at least $50 may be made under the Withdrawal
Plan by redeeming as many shares of the fund as may be
necessary to cover the stipulated withdrawal payment.  Any
applicable deferred sales charge will not be waived on
amounts withdrawn by shareholders that exceed 1.00% per
month of the value of a shareholder's shares at the time the
Withdrawal Plan commences.  (With respect to Withdrawal
Plans in effect prior to November 7, 1994, any applicable
deferred sales charge will be waived on amounts withdrawn
that do not exceed 2.00% per month of the value of a
shareholder's shares at the time the Withdrawal Plan
commences).  To the extent that withdrawals exceed
dividends, distributions and appreciation of a shareholder's
investment in a fund, continued withdrawal payments will
reduce the shareholder's investment, and may ultimately
exhaust it.  Withdrawal payments should not be considered as
income from investment in a fund.  Furthermore, as it
generally would not be advantageous to a shareholder to make
additional investments in the fund at the same time he or
she is participating in the Withdrawal Plan, purchases by
such shareholders in amounts of less than $5,000 ordinarily
will not be permitted.

Shareholders of a fund who wish to participate in the
Withdrawal Plan and who hold their shares of the fund in
certificate form must deposit their share certificates with
the sub-transfer agent as agent for Withdrawal Plan members.
All dividends and distributions on shares in the Withdrawal
Plan are reinvested automatically at net asset value in
additional shares of the fund involved.  A shareholder who
purchases shares directly through the sub-transfer agent may
continue to do so and applications for participation in the
Withdrawal Plan must be received by the sub-transfer agent
no later than the eighth day of the month to be eligible for
participation beginning with that month's withdrawal.  For
additional information, shareholders should contact a
Salomon Smith Barney Financial Consultant.


Additional Information Regarding Telephone Redemption And
Exchange Program

Neither the fund nor its agents will be liable for following
instructions communicated by telephone that are reasonably
believed to be genuine.  The fund and its agents will employ
procedures designed to verify the identity of the caller and
legitimacy of instructions (for example, a shareholder's
name and account number will be required and phone calls may
be recorded).  The fund reserves the right to suspend,
modify or discontinue the telephone redemption and exchange
program or to impose a charge for this service at any time
following at least seven (7) days prior notice to
shareholders.

VALUATION OF SHARES

The net asset value per share of the fund's Classes is
calculated on each day, Monday through Friday, except days
on which the NYSE is closed.  The NYSE currently is
scheduled to be closed on New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas, and
on the preceding Friday or subsequent Monday when one of
these holidays falls on a Saturday or Sunday, respectively.
Because of the differences in distribution fees and Class-
specific expenses, the per share net asset value of each
Class may differ.  The following is a description of the
procedures used by the trust in valuing its assets.

Securities listed on a national securities exchange will be
valued on the basis of the last sale on the date on which
the valuation is made or, in the absence of sales, at the
mean between the closing bid and asked prices.  Over-the-
counter securities will be valued at the mean between the
closing bid and asked prices on each day, or, if market
quotations for those securities are not readily available,
at fair value, as determined in good faith by the fund's
board of trustees.  Short-term obligations with maturities
of 60 days or less are valued at amortized cost, which
constitutes fair value as determined by the fund's board of
trustees.  Amortized cost involves valuing an instrument at
its original cost to the fund and thereafter assuming a
constant amortization to maturity of any discount or
premium, regardless of the effect of fluctuating interest
rates on the market value of the instrument.  All other
securities and other assets of the fund will be valued at
fair value as determined in good faith by the fund's board
of trustees.
EXCHANGE PRIVILEGE

Except as noted below, shareholders of any of the Smith
Barney mutual funds may exchange all or part of their shares
for shares of the same Class of other Smith Barney mutual
funds, on the basis of relative net asset value per share at
the time of exchange as follows:

A. Class A and Class Y shares of the fund may be
exchanged without a sales charge for the respective
shares of any of the Smith Barney mutual funds.

B. Class B shares of any fund may be exchanged without
a sales charge.  Class B shares of the fund exchanged
for Class B shares of another Smith Barney mutual fund
will be subject to the higher applicable deferred
sales charge of the two funds and, for purposes of
calculating deferred sales charge rates and conversion
periods, will be deemed to have been held since the
date the shares being exchanged were deemed to be
purchased.

C. Class L shares of any fund may be exchanged without
a sales charge.  For purposes of deferred sales charge
applicability, Class L shares of the fund exchanged
for Class C shares of another Smith Barney mutual fund
will be deemed to have been owned since the date the
shares being exchanged were deemed to be purchased.

The exchange privilege enables shareholders in any Smith
Barney mutual fund to acquire shares of the same Class in a
fund with different investment objectives when they believe
a shift between funds is an appropriate investment decision.
This privilege is available to shareholders residing in any
state in which the fund shares being acquired may legally be
sold.  Prior to any exchange, the shareholder should obtain
and review a copy of the current prospectus of each fund
into which an exchange is being considered.  Prospectuses
may be obtained from a Salomon Smith Barney Financial
Consultant.

Upon receipt of proper instructions and all necessary
supporting documents, shares submitted for exchange are
redeemed at the then-current net asset value and, subject to
any applicable deferred sales charge, the proceeds are
immediately invested, at a price as described above, in
shares of the fund being acquired.  Salomon Smith Barney
reserves the right to reject any exchange request.  The
exchange privilege may be modified or terminated at any time
after written notice to shareholders.

Additional Information Regarding the Exchange Privilege.
Although the exchange privilege is an important benefit,
excessive exchange transactions can be detrimental to the
fund's performance and its shareholders.  The manager may
determine that a pattern of frequent exchanges is excessive
and contrary to the best interests of the fund's other
shareholders.  In this event, the fund may, at its
discretion, decide to limit additional purchases and/or
exchanges by a shareholder.  Upon such a determination, the
fund will provide notice in writing or by telephone to the
shareholder at least 15 days prior to suspending the
exchange privilege and during the 15 day period the
shareholder will be required to (a) redeem his or her shares
in the fund or (b) remain invested in the fund or exchange
into any of the funds of the Smith Barney mutual funds
ordinarily available, which position the shareholder would
be expected to maintain for a significant period of time.
All relevant factors will be considered in determining what
constitutes an abusive pattern of exchanges.

PERFORMANCE DATA

From time to time the fund may advertise its total return
and average annual total return in advertisements and/or
other types of sales literature.  These figures are computed
separately for Class A, Class B, Class L and Class Y shares
of the fund.  These figures are based on historical earnings
and are not intended to indicate future performance.  Total
return is computed for a specified period of time assuming
deduction of the maximum sales charge, if any, from the
initial amount invested and reinvestment of all income
dividends and capital gain distributions on the reinvestment
dates at prices calculated as stated in this prospectus,
then dividing the value of the investment at the end of the
period so calculated by the initial amount invested and
subtracting 100%.  The standard average annual total return,
as prescribed by the SEC is derived from this total return,
which provides the ending redeemable value.  Such standard
total return information may also be accompanied with
nonstandard total return information for differing periods
computed in the same manner but without annualizing the
total return or taking sales charges into account.  The fund
may also include comparative performance information in
advertising or marketing its shares.  Such performance
information may include data from Lipper Analytical
Services, Inc. and other financial publications.

From time to time, the trust may quote a fund's yield or
total return in advertisements or in reports and other
communications to shareholders. The trust may include
comparative performance information in advertising or
marketing the fund's shares. Such performance information
may include the following industry and financial
publications- Barron's, Business Week, CDA Investment
Technologies, Inc., Changing Times, Forbes, Fortune,
Institutional Investor, Investors Business Daily, Money,
Morningstar Mutual Fund Values, The New York Times, USA
Today and The Wall Street Journal.  To the extent any
advertisement or sales literature of the fund describes the
expenses or performance of any Class it will also disclose
such information for the other Classes.


Average Annual Total Return

A fund's "average annual total return," as described below,
is computed according to a formula prescribed by the SEC.
The formula can be expressed as follows:

P(1 + T)n = ERV

		Where:	P	= 	a hypothetical
initial payment of $1,000.

			T	= 	average annual total
return.

			n	= 	number of years.

			ERV	=	Ending Redeemable Value
of a hypothetical $1,000
investment made at the
beginning of a 1-, 5- or
10-year period at the
end of a 1-, 5- or 10-
year period (or
fractional portion
thereof), assuming
reinvestment of all
dividends and
distributions.

The ERV assumes complete redemption of the hypothetical
investment at the end of the measuring period.  A fund's net
investment income changes in response to fluctuations in
interest rates and the expenses of the fund.


Average Annual Total Return



Class of Shares
1-Year
5-Year
10-
Year
Since
Inceptio
n1
Class A2
27.62%
N/A
N/A
40.37%
Class B3
28.43%
N/A
N/A
42.26%
Class L4
30.99%
N/A
N/A
43.91%
Class Y
N/A
N/A
N/A
34.49%
_______________________
	1	Class A, B, L and Y commenced operations on September
1, 1998.
	2	The average annual total return figure assumes that
the maximum 5.00% sales charge has been deducted from
the investment at the time of purchase.  If the
maximum sales charge had not been deducted, the
average annual total return for Class A shares for the
same period would have been 34.36% and 46.27% for one
year and since inception of the fund, respectively.
	3	The average annual total return figure assumes that
the maximum applicable deferred sales charge has been
deducted from the investment at the time of
redemption.  If the maximum deferred sales charge had
not been deducted, the average annual total return for
Class B shares for the same period would have been
33.43% and 45.19% for one year and since inception of
the fund, respectively.
	4	The average annual total return figure assumes that
the maximum applicable initial and deferred sales
charges have been deducted from the investment at the
time of redemption.  If the maximum initial and
deferred sales charges had not been deducted, the
average annual total return for Class L shares for the
same period would have been 33.35% and 45.13% for one
year and since inception of the fund, respectively..

Aggregate Total Return

The fund's "aggregate total return," as described below,
represents the cumulative change in the value of an
investment in the fund for the specified period and is
computed by the following formula:

ERV - P
P

	Where: 	P 	=	a hypothetical initial payment
of $10,000.

				ERV	=	Ending Redeemable Value of a
hypothetical $10,000
investment made at the
beginning of the 1-, 5- or 10-
year period at the end of the
1-, 5- or 10-year period (or
fractional portion thereof),
assuming reinvestment of all
dividends and distributions.

The ERV assumes complete redemption of the hypothetical
investment at the end of the measuring period.


Aggregate Annual Total Return



Class of Shares
1-Year
5-Year
10-
Year
Since
Inceptio
n1
Class A2
27.62%
N/A
N/A
52.61%
Class B3
28.43%
N/A
N/A
55.18%
Class L4
30.99%
N/A
N/A
57.43%
Class Y
N/A
N/A
N/A
34.49%
_______________________
	1	Classes A, B L and Y commenced operations on September
1, 1998.
	2	The average annual total return figure assumes that
the maximum 5.00% sales charge has been deducted from
the investment at the time of purchase.  If the
maximum sales charge had not been deducted, the
average annual total return for Class A shares for the
same period would have been 34.36% and 60.65% for one
year and since inception of the fund, respectively.
	3	The average annual total return figure assumes that
the maximum applicable deferred sales charge has been
deducted from the investment at the time of
redemption.  If the maximum deferred sales charge had
not been deducted, the average annual total return for
Class B shares for the same period would have been
33.43% and 59.18% for on e year and since inception of
the fund, respectively.
	4	The average annual total return figure assumes that
the maximum applicable initial and deferred sales
charges have been deducted from the investment at the
time of redemption.  If the maximum initial and
deferred sales charges had not been deducted, the
average annual total return for Class L shares for the
same period would have been 33.35% and 59.09% for one
year and since inception of the fund, respectively.

Performance will vary from time to time depending upon
market conditions, the composition of the fund's portfolio
and operating expenses and the expenses exclusively
attributable to the Class. Consequently, any given
performance quotation should not be considered
representative of the Class's performance for any specified
period in the future.  Because performance will vary, it may
not provide a basis for comparing an investment in the Class
with certain bank deposits or other investments that pay a
fixed yield for a stated period of time. Investors comparing
a Class's performance with that of other mutual funds should
give consideration to the quality and maturity of the
respective investment companies' portfolio securities.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions.

The fund's policy is to distribute its net investment income
and net realized capital gains, if any, annually.  The fund
may also pay additional dividends shortly before December 31
from certain amounts of undistributed ordinary and capital
gains realized, in order to avoid a Federal excise tax
liability.

If a shareholder does not otherwise instruct, dividends and
capital gains distributions will be reinvested automatically
in additional shares of the same Class at net asset value,
subject to no sales charge or deferred sales charge.   A
shareholder may change the option at any time by notifying
his Salomon Smith Barney Financial Consultant or Dealer
Representative.  Shareholders whose account are held
directly at PFPC should notify PFPC in writing, requesting a
change to this reinvest option

The per share dividends on Class B and Class L shares of the
fund may be lower than the per share dividends on Class A
and Class Y shares principally as a result of the
distribution fee applicable with respect to Class B and
Class L shares. The per share dividends on Class A shares of
the fund may be lower than the per share dividends on Class
Y shares principally as a result of the service fee
applicable to Class A shares. Distributions of capital
gains, if any, will be in the same amount for Class A, Class
B, Class L and Class Y shares.

Taxes

The following is a summary of the material United States
federal income tax considerations regarding the purchase,
ownership and disposition of shares of a fund.  Each
prospective shareholder is urged to consult his own tax
adviser with respect to the specific federal, state, local
and foreign tax consequences of investing in a fund.  The
summary is based on the laws in effect on the date of this
SAI and existing judicial and administrative interpretations
thereof, both of which are subject to change.

The Fund and Its Investments

The fund intends to continue to qualify to be treated as a
regulated investment company during each taxable year under
the Internal Revenue Code of 1986, as amended (the "Code").
To so qualify, the fund must, among other things: (a) derive
at least 90% of its gross income in each taxable year from
dividends, interest, payments with respect to securities
loans and gains from the sale or other disposition of stock
or securities, foreign currencies, or other income
(including, but not limited to, gains from options, futures
or forward contracts) derived with respect to its business
of investing in such stock, securities or currencies; and
(b) diversify its holdings so that, at the end of each
quarter of the fund's taxable year, (i) at least 50% of the
market value of the fund's assets is represented by cash,
securities of other regulated investment companies, United
States government securities and other securities, with such
other securities limited, in respect of any one issuer, to
an amount not greater than 5% of the fund's assets and not
greater than 10% of the outstanding voting securities of
such issuer and (ii) not more than 25% of the value of its
assets is invested in the securities (other than United
States government securities or securities of other
regulated investment companies) of any one issuer or any two
or more issuers that the fund controls and which are
determined to be engaged in the same or similar trades or
businesses or related trades or businesses..

As a regulated investment company, the fund will not be
subject to United States federal income tax on its net
investment income (i.e., income other than its net realized
long-term and short-term capital gains) and its net realized
long- and short-term capital gains, if any, that it
distributes to its shareholders, provided an amount equal to
at least 90% of the sum of its investment company taxable
income (i.e., 90% of its taxable income minus the excess, if
any, of its net realized long-term capital gains over its
net realized short-term capital losses (including any
capital loss carryovers), plus or minus certain other
adjustments as specified in the Code) and its net tax-exempt
income for the taxable year is distributed to its
shareholders in compliance with the Code's timing and other
requirements, but will be subject to tax at regular
corporate rates on any taxable income or gains it does not
distribute.  Furthermore, the fund will be subject to a
United States corporate income tax with respect to such
distributed amounts in any year it fails to qualify as a
regulated investment company or fails to meet this
distribution requirement.

The Code imposes a 4% nondeductible excise tax on the fund
to the extent it does not distribute by the end of any
calendar year at least 98% of its ordinary income for that
year and at least 98% of its net of its capital gains (both
long-term and short-term) for the one-year period ending, as
a general rule, on October 31 of that year.  For this
purpose, however, any ordinary income or net capital gains
retained by the fund that is subject to corporate income tax
will be considered to have been distributed by year-end.  In
addition, the minimum amounts that must be distributed in
any year to avoid the excise tax will be increased or
decreased to reflect any underdistribution or
overdistribution, as the case may be, from the previous
year.  The fund anticipates that it will pay such dividends
and will make such distributions as are necessary in order
to avoid the application of this excise tax.

If, in any taxable year, the fund fails to qualify as a
regulated investment company under the Code or fails to meet
the distribution requirement, it would be taxed in the same
manner as an ordinary corporation and distributions to its
shareholders would not be deductible by the fund in
computing its taxable income.  In addition, in the event of
a failure to qualify, the fund's distributions, to the
extent derived from the fund's current or accumulated
earnings and profits would constitute dividends (eligible
for the corporate dividends-received deduction) which are
taxable to shareholders as ordinary income, even though
those distributions might otherwise (at least in part) have
been treated in the shareholders' hands as long-term capital
gains.  Moreover, if the fund fails to qualify as a
regulated investment company in any year, it must pay out
its earnings and profits accumulated in that year in order
to qualify again as a regulated investment company.  In
addition, if the fund failed to qualify as a regulated
investment company for a period greater than one taxable
year, the fund may be required to recognize any net built-in
gains with respect to certain of its assets (i.e. the excess
of the aggregate gains, including items of income, over
aggregate losses that would have been realized with respect
to such assets if the fund had been liquidated) in order to
qualify as a regulated investment company in a subsequent
year.

The fund's transactions in foreign currencies, forward
contracts, options and futures contracts (including options
and futures contracts on foreign currencies) will be subject
to special provisions of the Code (including provisions
relating to "hedging transactions" and "straddles") that,
among other things, may affect the character of gains and
losses realized by the fund (i.e., may affect whether gains
or losses are ordinary or capital), accelerate recognition
of income to the fund and defer fund losses.  These rules
could therefore affect the character, amount and timing of
distributions to shareholders.  These provisions also (a)
will require the fund to mark-to-market certain types of the
positions in its portfolio (i.e., treat them as if they were
closed out) and (b) may cause the fund to recognize income
without receiving cash with which to pay dividends or make
distributions in amounts necessary to satisfy the
distribution requirements for avoiding income and excise
taxes.  The fund will monitor its transactions, will make
the appropriate tax elections and will make the appropriate
entries in its books and records when it acquires any
foreign currency, forward contract, option, futures contract
or hedged investment in order to mitigate the effect of
these rules and prevent disqualification of the fund as a
regulated investment company.

The fund's investment in so-called "section 1256 contracts",
such as regulated futures contracts, most foreign currency
forward contracts traded in the interbank market and options
on most stock indices, are subject to special tax rules.
All section 1256 contracts held by the fund at the end of
its taxable year are required to be marked to their market
value, and any unrealized gain or loss on those positions
will be included in the fund's income as if each position
had been sold for its fair market value at the end of the
taxable year.  The resulting gain or loss will be combined
with any gain or loss realized by the fund from positions in
section 1256 contracts closed during the taxable year.
Provided such positions were held as capital assets and were
not part of a "hedging transaction" nor part of a
"straddle," 60% of the resulting net gain or loss will be
treated as long-term capital gain or loss, and 40% of such
net gain or loss will be treated as short-term capital gain
or loss, regardless of the period of time the positions were
actually held by the fund.

Foreign Investments.  Dividends or other income (including,
in some cases, capital gains) received by the fund from
investments in foreign securities may be subject to
withholding and other taxes imposed by foreign countries.
Tax conventions between certain countries and the United
States may reduce or eliminate such taxes in some cases.
The fund will not be eligible to elect to treat any foreign
taxes paid by it as paid by its shareholders, who therefore
will not be entitled to credits for such taxes on their own
tax returns.  Foreign taxes paid by the fund will reduce the
return from the fund's investments.

Passive Foreign Investment Companies.  If the fund purchases
shares in certain foreign investment entities, called
"passive foreign investment companies" (a "PFIC"), it may be
subject to United States federal income tax on a portion of
any "excess distribution" or gain from the disposition of
such shares even if such income is distributed as a taxable
dividend by the fund to its shareholders.  Additional
charges in the nature of interest may be imposed on the fund
in respect of deferred taxes arising from such distributions
or gains.  If the fund were to invest in a PFIC and elected
to treat the PFIC as a "qualified electing fund" under the
Code, in lieu of the foregoing requirements, the fund might
be required to include in income each year a portion of the
ordinary earnings and net capital gains of the qualified
electing fund, even if not distributed to the fund, and such
amounts would be subject to the 90% and excise tax
distribution requirements described above.  In order to make
this election, the fund would be required to obtain certain
annual information from the passive foreign investment
companies in which it invests, which may be difficult or
impossible to obtain.

Alternatively, the fund may make a mark-to-market election
that will result in the fund being treated as if it had sold
and repurchased all of the PFIC stock at the end of each
year.  In such case, the fund would report any such gains as
ordinary income and would deduct any such losses as ordinary
losses to the extent of previously recognized gains. The
election, once made, would be effective for all subsequent
taxable years of the fund, unless revoked with the consent
of the Internal Revenue Service..  By making the election,
the fund could potentially ameliorate the adverse tax
consequences with respect to its ownership of shares in a
PFIC, but in any particular year may be required to
recognize income in excess of the distributions it receives
from PFICs and its proceeds from dispositions of PFIC stock.
The fund may have to distribute this "phantom" income and
gain to satisfy the 90% distribution requirement and to
avoid imposition of the 4% excise tax.  The fund will make
the appropriate tax elections, if possible, and take any
additional steps that are necessary to mitigate the effect
of these rules.

Taxation of United States Shareholders

Dividends and Distributions.  Any dividend declared by the
fund in October, November or December of any calendar year
and payable to shareholders of record on a specified date in
such a month shall be deemed to have been received by each
shareholder on December 31 of such calendar year and to have
been paid by the fund not later than such December 31,
provided such dividend is actually paid by the fund during
January of the following calendar year.  The fund intends to
distribute annually to its shareholders substantially all of
its investment company taxable income, and any net realized
long-term capital gains in excess of net realized short-term
capital losses (including any capital loss carryovers).  The
fund currently expects to distribute any excess annually to
its shareholders.  However, if the fund retains for
investment an amount equal to all or a portion of its net
long-term capital gains in excess of its net short-term
capital losses and capital loss carryovers, it will be
subject to a corporate tax (currently at a rate of 35%) on
the amount retained.  In that event, the fund will designate
such retained amounts as undistributed capital gains in a
notice to its shareholders who (a) will be required to
include in income for United Stares federal income tax
purposes, as long-term capital gains, their proportionate
shares of the undistributed amount, (b) will be entitled to
credit their proportionate shares of the 35% tax paid by the
fund on the undistributed amount against their United States
federal income tax liabilities, if any, and to claim refunds
to the extent their credits exceed their liabilities, if
any, and (c) will be entitled to increase their tax basis,
for United States federal income tax purposes, in their
shares by an amount equal to 65% of the amount of
undistributed capital gains included in the shareholder's
income.  Organizations or persons not subject to federal
income tax on such capital gains will be entitled to a
refund of their pro rata share of such taxes paid by the
fund upon filing appropriate returns or claims for refund
with the IRS

Dividends of net investment income and distributions of net
realized short-term capital gains are taxable to a United
States shareholder as ordinary income, whether paid in cash
or in shares.  Distributions of net realizedlong-term
capital gains, if any, that the fund designates as capital
gains dividends are taxable as long-term capital gains,
whether paid in cash or in shares and regardless of how long
a shareholder has held shares of the fund.  Dividends and
distributions paid by the fund attributable to dividends on
stock of U.S. corporations received by the fund, with
respect to which the fund meets certain holding period
requirements, will be eligible for the deduction for
dividends received by corporations. Distributions in excess
of the fund's current and accumulated earnings and profits
will, as to each shareholder, be treated as a tax-free
return of capital to the extent of a shareholder's basis in
his shares of the fund, and as a capital gain thereafter (if
the shareholder holds his shares of the fund as capital
assets).  Shareholders receiving dividends or distributions
in the form of additional shares should be treated for
United States federal income tax purposes as receiving a
distribution in an amount equal to the amount of money that
the shareholders receiving cash dividends or distributions
will receive, and should have a cost basis in the shares
received equal to such amount.

Investors considering buying shares just prior to a dividend
or capital gain distribution should be aware that, although
the price of shares just purchased at that time may reflect
the amount of the forthcoming distribution, such dividend or
distribution may nevertheless be taxable to them. If the
fund is the holder of record of any stock on the record date
for any dividends payable with respect to such stock, such
dividends are included in the fund's gross income not as of
the date received but as of the later of (a) the date such
stock became ex-dividend with respect to such dividends
(i.e., the date on which a buyer of the stock would not be
entitled to receive the declared, but unpaid, dividends) or
(b) the date the fund acquired such stock.  Accordingly, in
order to satisfy its income distribution requirements, the
fund may be required to pay dividends based on anticipated
earnings, and shareholders may receive dividends in an
earlier year than would otherwise be the case.

Sales of Shares.  Upon the sale or exchange of his shares, a
shareholder will realize a taxable gain or loss equal to the
difference between the amount realized and his basis in his
shares.  Such gain or loss will be treated as capital gain
or loss if the shares are capital assets in the
shareholder's hands, and will be long-term capital gain or
loss if the shares are held for more than one year and
short-term capital gain or loss if the shares are held for
one year or less.  Any loss realized on a sale or exchange
will be disallowed to the extent the shares disposed of are
replaced, including replacement through the reinvesting of
dividends and capital gains distributions in the fund,
within a 61-day period beginning 30 days before and ending
30 days after the disposition of the shares.  In such a
case, the basis of the shares acquired will be increased to
reflect the disallowed loss.  Any loss realized by a
shareholder on the sale of a fund share held by the
shareholder for six months or less will be treated for
United States federal income tax purposes as a long-term
capital loss to the extent of any distributions or deemed
distributions of long-term capital gains received by the
shareholder with respect to such share during such six-month
period.. If a shareholder incurs a sales charge in acquiring
shares of the fund, disposes of those shares within 90 days
and then acquires shares in a mutual fund for which the
otherwise applicable sales charge is reduced by reason of a
reinvestment right (e.g., an exchange privilege), the
original sales charge will not be taken into account in
computing gain/loss on the original shares to the extent the
subsequent sales charge is reduced.  Instead, the
disregarded portion of the original sales charge will be
added to the tax basis oof the newly acquired shares.
Furthermore, the same rule also applies to a disposition of
the newly acquired shares made within 90 days of the second
acquisition.  This provision prevents a shareholder from
immediately deducting the sales charge by shifting his or
her investment in a family of mutual funds.

Backup Withholding.  The fund may be required to withhold,
for United States federal income tax purposes, 31% of the
dividends, distributions and redemption proceeds payable to
shareholders who fail to provide the fund with their correct
taxpayer identification number or to make required
certifications, or who have been notified by the IRS that
they are subject to backup withholding.  Certain
shareholders are exempt from backup withholding.  Backup
withholding is not an additional tax and any amount withheld
may be credited against a shareholder's United States
federal income tax liabilities.

Notices.  Shareholders will be notified annually by the fund
as to the United States federal income tax status of the
dividends, distributions and deemed distributions
attributable to undistributed capital gains (discussed above
in "Taxes - Taxation of United States Shareholders -
Dividends and Distributions") made by the fund to its
shareholders.  Furthermore, shareholders will also receive,
if appropriate, various written notices after the close of
the fund's taxable year regarding the United States federal
income tax status of certain dividends, distributions and
deemed distributions that were paid (or that are treated as
having been paid) by the fund to its shareholders during the
preceding taxable year.

Other Taxation

Distributions also may be subject to additional state, local
and foreign taxes depending on each shareholder's particular
situation.

The foregoing is only a summary of certain material tax
consequences affecting the fund and its shareholders.
Shareholders are advised to consult their own tax advisers
with respect to the particular tax consequences to them of
an investment in the fund.

ADDITIONAL INFORMATION

The trust was organized on October 17, 1991 under the laws
of the Commonwealth of Massachusetts and is a business
entity commonly known as a "Massachusetts business trust."
The trust offers shares of beneficial interest of five
separate funds with a par value of $.001 per share.  The
fund offers shares of beneficial interest currently
classified into four Classes - A, B, L and Y.  Each Class of
the fund represents an identical interest in the fund's
investment portfolio.  As a result, the Classes have the
same rights, privileges and preferences, except with respect
to:  (a) the designation of each Class; (b) the effect of
the respective sales charges; if any, for each class;
(c) the distribution and/or service fees borne by each Class
pursuant to the Plan; (d) the expenses allocable exclusively
to each Class; (e) voting rights on matters exclusively
affecting a single Class; (f) the exchange privilege of each
Class; and (g) the conversion feature of the Class B shares.
The trust's board of trustees does not anticipate that there
will be any conflicts among the interests of the holders of
the different Classes. The trustees, on an ongoing basis,
will consider whether any such conflict exists and, if so,
take appropriate action.

Under Massachusetts's law, shareholders could, under certain
circumstances, be held personally liable for the obligations
of the fund.  The Master Trust Agreement disclaims
shareholder liability for acts or obligations of the fund,
however, and requires that notice of such disclaimer be
given in each agreement, obligation or instrument entered
into or executed by the fund or a trustee.  The Master Trust
Agreement provides for indemnification from fund property
for all losses and expenses of any shareholder held
personally liable for the obligations of the fund.  Thus,
the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances
in which the fund itself would be unable to meet its
obligations, a possibility which management of the fund
believes is remote.  Upon payment of any liability incurred
by the fund, a shareholder paying such liability will be
entitled to reimbursement from the general assets of the
fund.  The trustees intend to conduct the operation of the
fund in such a way so as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of
the fund.

The Master Trust Agreement of the fund permits the trustees
of the fund to issue an unlimited number of full and
fractional shares of a single class and to divide or combine
the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interests in
the fund.  Each share in the fund represents an equal
proportional interest in the fund with each other share.
Shareholders of the fund are entitled upon its liquidation
to share pro rata in its net assets available for
distribution.  No shareholder of the fund has any preemptive
or conversion rights. Shares of the fund are fully paid and
non-assessable.

Pursuant to the Master Trust Agreement, the fund's trustees
may authorize the creation of additional series of shares
(the proceeds of which would be invested in separate,
independently managed portfolios) and additional classes of
shares within any series (which would be used to distinguish
among the rights of different categories of shareholders, as
might be required by future regulations or other unforeseen
circumstances).

The fund does not hold annual shareholder meetings. There
normally will be no meetings of shareholders for the purpose
of electing trustees unless and until such time as less than
a majority of the trustees holding office have been elected
by shareholders, at which time the trustees then in office
will call a shareholders' meeting for the election of
trustees.  Shareholders of record of no less than two-thirds
of the outstanding shares of the trust may remove a trustee
through a declaration in writing or by vote cast in person
or by proxy at a meeting called for that purpose.  The
trustees will call a meeting for any purpose upon written
request of shareholders holding at least 10% of the trust's
outstanding shares and the trust will assist shareholders in
calling such a meeting as required by the 1940 Act.

When matters are submitted for shareholder vote,
shareholders of each Class will have one vote for each full
share owned and a proportionate, fractional vote for any
fractional share held of that Class.  Generally, shares of
the fund will be voted on a fund-wide basis on all matters
except matters affecting only the interests of one Class, in
which case only shares of the affected Class would be
entitled to vote.

The trust was organized as an unincorporated Massachusetts
business trust on October 17, 1991 under the name Shearson
Lehman Brothers Intermediate-Term Trust.  On October 14,
1994 and August 16, 1995, the Trust's name was changed Smith
Barney Income Trust and Smith Barney Investment Trust,
respectively.

Annual and Semi-Annual Reports.  The fund sends its
shareholders a semi-annual report and an audited annual
report, which include listings of investment securities held
by the fund at the end of the period covered. In an effort
to reduce the fund's printing and mailing costs, the fund
consolidates the mailing of its semi-annual and annual
reports by household. This consolidation means that a
household having multiple accounts with the identical
address of record will receive a single copy of each report.
In addition, the fund also consolidates the mailing of its
prospectus so that a shareholder having multiple accounts
(that is, individual, IRA and/or Self-Employed Retirement
Plan accounts) will receive a single Prospectus annually.
Shareholders who do not want this consolidation to apply to
their accounts should contact their Salomon Smith Barney
Financial Consultant or the transfer agent.

Styles of Fund Management:  In an industry where the average
portfolio manager has seven years of experience (source:
ICI, 1998), the portfolio managers of Smith Barney Mutual
Funds average 21 years in the industry and 15 years with the
firm.

Smith Barney Mutual Funds offers more than 60 mutual funds.
We understand that many investors prefer an active role in
allocating the mix of funds in their portfolio, while others
want the asset allocation decisions to be made by
experienced managers.

That's why we offer four "styles" of fund management that
can be tailored ot suit each investor's unique financial
goals.

Style Pure Series - Our style Pure Series funds stay fully
invested within their asset class and investment style,
enabling investors to make asset allocation decisions in
conjunction with their Salomon Smith Barney Financial
Consultant.

Classic Investor Series - Our Classic Investor Series funds
offer a range of equity and fixed income strategies that
seek to capture opportunities across asset classes and
investment styles using disciplined investment approaches.

The Concert Allocation Series - As a fund of funds,
investors can select a Concert Portfolio that may help their
investment needs.  As needs change, investors can easily
choose another long-term, diversified investment from our
Concert family.

Special Discipline Series - Our Special Discipline Series
funds are designed for investors who are looking beyond more
traditional market categories: from natural resources to a
roster of state-specific municipal funds.

FINANCIAL STATEMENTS

The fund's annual report for the fiscal year ended November
30, 1999 is incorporated herein by reference in its
entirety.  The annual report was filed on February 16, 2000,
Accession Number 91155-00-000110.































SMITH BARNEY
INVESTMENT TRUST



Mid Cap Blend Fund















March 29, 2000


SMITH BARNEY INVESTMENT TRUST
388 Greenwich Street
New York, NY 10013

								SALOMON SMITH BARNEY
								A Member of
Citigroup [Symbol]




PART C - OTHER INFORMATION

Item 23. Exhibits

	Unless otherwise noted, all references are to
the Registrants Registration Statement on Form N-1A
(the Registration Statement) as filed with the
Securities and Exchange
Commission (SEC) on October 21, 1991 (File Nos.
33-43446 and 811-6444).

	(a)(1) Registrant's Master Trust Agreement dated
October 17, 1991 and Amendments to the Master Trust
Agreement dated November 21, 1991 and July 30,1993,
respectively, are incorporated by reference to Post-
Effective Amendment No. 4 to the Registration
Statement filed on January 28, 1994 (Post-Effective
Amendment No. 4).

	(a)(2)  Amendments to the Master Trust Agreement
dated October 14, 1994 and November 7, 1994,
respectively, are incorporated by reference to the
Registration Statement filed on Form N-14 on January
6, 1995 (the N-14).

	(a)(3)  Amendments to the Master Trust Agreement
dated July 20, 1995 and August 10, 1995 are
incorporated by reference to Post-Effective Amendment
No. 9 to the Registration Statement filed on August
29, 1995 (Post-Effective Amendment No. 9).

	(a)(4) Amended and Restated Master Trust Agreement
dated February 28, 1998 is incorporated by reference
to Post Effective Amendment No. 18 to the Registration
Statement filed on March 30, 1998 (Post-
Effective Amendment No, 18)

	(a)(5) Amendment No. 1 to the First Amended and
Restated
Master Trust Agreement dated June 1, 1998
is incorporated by reference to Post-Effective Amendment
No.20 to the
Registration Statement filed on June 26, 1998.

	(a)(6) Amendment No. 2 to the First Amended and
Restated Master
Trust Agreement dated October 16, 1998 is incorporated by
reference
to Post-Effective Amendment No.21 to the Registration
Statement
filed on November 12, 1998.

(b)  Registrant's by-laws are incorporated by
reference to the Registration Statement.

	(c)(1) Registrant's form of stock certificate
for Smith Barney S&P 500 Index Fund is incorporated by
reference to Post-Effective Amendment No. 16 to the
Registration Statement filed on December 29, 1997.

	(c)(2) Registrant's form of stock certificate
for Smith Barney Large Capitalization Growth Fund is
incorporated by reference to Post-Effective Amendment
No.17 to the Registration Statement filed on
February 20, 1998 (Post-Effective Amendment No. 17).

 	(c)(3) Registrant's form of stock certificate for
Smith Barney Mid Cap Blend Fund is incorporated by
reference to Post-Effective Amendment No. 22 to the
Registration Statement filed on January 28, 1999
(Post-Effective Amendment No. 22).

	(d)(1)  Investment Advisory Agreement between
the Registrant and
Greenwich Street Advisors dated July 30, 1993 is
incorporated by reference to Post-Effective Amendment
No. 3 to the Registration Statement filed on December
1, 1993 (Post-Effective Amendment No. 3).

	(d)(2)  Transfer of Investment Advisory Agreement
dated November 7, 1994 between the Registrant on
behalf of Smith Barney Intermediate Maturity
California Municipals Fund, Greenwich Street Advisors
and Mutual Management Corp. is incorporated by
reference to the N-14.

	(d)(3)  Form of Transfer of Investment Advisory
Agreement for Smith Barney Limited Maturity
Municipals Fund, Smith Barney Intermediate Maturity
New York Municipals Fund and Smith Barney Limited
Maturity Treasury Fund is incorporated by reference
to Post-Effective Amendment No. 6 to the Registration
Statement filed on January 27, 1995 (Post-Effective
Amendment No. 6).

	(d)(4)  Form of Investment Advisory Agreement
between the Registrant on behalf of Smith Barney S&P
500 Index Fund and Travelers Investment
Management Company dated December 11, 1997 is
incorporated by reference to Post Effective Amendment
No. 15 to the Registration Statement
filed on December 12, 1997.

	(d)(5)  Form of Investment Management Agreement
between the Registrant on behalf of Smith Barney
Large Capitalization Growth Fund and Mutual
Management Corp.("MMC") (f/k/a Smith Barney Mutual Funds
Management Inc.) is incorporated by reference to
Post-Effective Amendment No. 17 to the Registration
Statement filed on February 20,1998 (Post-Effective
Amendment No. 17)

(d)(6) Form of Investment Management Agreement
between Smith Barney Mid Cap Blend Fund and MMC.
is incorporated by reference to Post-Effective Amendment
No. 17 to the Registration Statement filed on February
20,1998
(Post-Effective Amendment No. 17)

	(e)(1)  Distribution Agreement between the
Registrant and Smith Barney Shearson Inc. dated July
30, 1993 is incorporated by reference to Post-
Effective Amendment No. 3.

	(e)(2)  Form of Distribution Agreement between the
Registrant on behalf of Smith Barney S&P 500 Index
Fund and PFS Distributors is incorporated by
reference to Post-Effective Amendment No. 10.

	(e)(3) Distribution Agreement between the Registrant
and CFBDS, Inc. dated October 8, 1998 is incorporated by
reference
to Post-Effective Amendment No.21 to the Registration
Statement
Filed on November 12, 1998.

	(e)(4) Selling Group Agreement between CFBDS Inc. And
Salomon Smith Barney is incorporated by reference to Post-
Effective
Amendment No. 24 to the Registration Statement filed on
March 30, 1999
(Post-Effective Amendment No.24).

	(f)  Not Applicable.

	(g)  Form of Custody Agreement with PNC Bank,
National Association, is incorporated by reference to
Post-Effective Amendment No. 9.

	(h)(1)  Administration Agreement between the
Registrant on behalf of Smith Barney Intermediate
Maturity California Municipals Fund and Smith Barney
Advisers, Inc. (SBA) is incorporated by reference to
the N-14.

	(h)(2)  Form of Administration Agreement between
the Registrant on behalf of Smith Barney Limited
Maturity Municipals Fund and Smith Barney
Intermediate Maturity New York Municipals Fund and
SBA is incorporated by reference to Post-Effective
Amendment No. 6.

	(h)(3)  Form of Administration Agreement between
the Registrant on behalf of Smith Barney S&P 500
Index Fund and Mutual Management Corp. is
incorporated by reference to Post Effective Amendment
No. 15.

	(h)(4)  Transfer Agency Agreement with First Data
Investor Services Group, Inc. is incorporated by reference
to Post-Effective Amendment No. 3.

	(h)(5)  Form of Sub-Transfer Agency Agreement
between the Registrant on behalf of Smith Barney S&P
500 Index Fund and PFS Shareholder Services is
incorporated by reference to Post-Effective Amendment
No. 10.

	(h)(6)  Form of Administration Agreement between
the Registrant on behalf of Smith Barney U.S. 5000 Index
Fund ("U.S. 5000 Index Fund") and SSB Citi Fund
Management LLC ("SSB Citi") is incorporated by reference to
Post-Effective Amendment No. 26 to the Registration
Statement
filed on October 13, 1999 (Post-Effective Amendment No.
26).

	(h)(7)  Form of Administration Agreement between
the Registrant on behalf of Smith Barney EAFE Index Fund
("EAFE Index Fund") and SSB Citi is incorporated by
reference
to Post-Effective Amendment No. 26.

	(i)  Opinion of counsel regarding legality of
shares being registered is incorporated by reference to
Pre-
Effective Amendment No. 1 to the Registration
Statement filed on December 6, 1991.

	(i)(2)  Legal Counsel's consent is incorporated by
reference to Post-Effective Amendment No. 24.

	(j)  Auditor's consent is filed herein.

	(k)  Not Applicable.


	(l)  Purchase Agreement between the Registrant
and Shearson Lehman Brothers Inc. is incorporated by
reference to Pre-Effective Amendment No. 1.

	(m)(1)  Amended Service and Distribution Plan
pursuant to Rule 12b-1 between  the Registrant on
behalf of Smith Barney Intermediate Maturity
California Municipals Fund and Smith Barney Inc. is
incorporated by reference to the N-14.

	(m)(2) Form of Amended Service and Distribution
Plan pursuant to Rule 12b-1 between the Registrant on
behalf of Smith Barney Limited Maturity Municipals
Fund and Smith Barney Intermediate Maturity New York
Municipals Fund and Smith Barney Inc. is incorporated
by reference to Post-Effective Amendment No. 6.

	(m)(3)  Form of Shareholder Services and
Distribution Plan pursuant to Rule 12b-1 between the
Registrant on behalf of Smith Barney S&P 500 Index
Fund is incorporated by reference to Post Effective
Amendment No. 15.

	(m)(4) Form of Service and Distribution Plan
pursuant to Rule 12b-1 between the Registrant on behalf
of the Fund and Smith Barney Large Capitalization Growth
Fund is incorporated by reference to Post
Effective Amendment No. 17 to the Registration
Statement filed on February 20, 1998 (Post-Effective
Amendment
No. 17).

	(m)(5) Form of Amended and Restated
Service and Distribution Plan
pursuant to Rule 12b-1 between the Registrant on behalf
of the Funds is incorporated by
reference to Post-Effective Amendment No. 22.

	(m)(6) Form of Shareholder Services Plan
pursuant to Rule 12b-1 between the Registrant on
behalf of the U.S. 5000 Index Fund and Salomon
Smith Barney Inc. is incorporated by reference to
Post-Effective Amendment No. 26.

	(m)(7) Form of Shareholder Services Plan
pursuant to Rule 12b-1 between the Registrant on
behalf of the EAFE Index Fund and Salomon
Smith Barney Inc. is incorporated by reference
to Post-Effective Amendment No. 26.

(n) Financial Data Schedule is filed herein.

	(o)(1) Plan adopted pursuant to Rule 18f-3(d) of
the Investment Company Act of 1940, as amended, is
incorporated by reference to Post-Effective Amendment
No. 10.
(o)(2) Rule 18f-3(d) Multiple Class Plan of the
Registrant
is incorporated by reference to Post-Effective Amendment
No. 22.

   	(p) Code of Ethics is incorporated by reference to
Post-Effective
Amendment No. 27 to the Registration Statement filed on
March 27, 2000 (Post-Effective Amendment No. 27).

Item 24.	Persons Controlled by or under Common
Control with Registrant

		None

Item 25.	Indemnification

	The response to this item is incorporated by
reference to Pre-Effective Amendment No. 1.

Item 26(a).	Business and Other Connections of Investment
Adviser

Investment Adviser - SSB Citi Fund Management LLC ("SSB
Citi")
(successor to SSBC Fund Management Inc.) was incorporated
in
December 1968 under the laws of the State of Delaware.

On September 21, 1999, SSB Citi was converted into a
Delaware Limited
Liability Company. SSB Citi is a wholly owned subsidiary of
Salomon
Smith Barney Holdings Inc. ("Holdings"), which in turn is a
wholly
owned subsidiary of Citigroup Inc. (formerly known as
Travelers
Group Inc.).  SSB Citi is registered as an investment
adviser under the
Investment Advisers Act of 1940 (the "Advisers Act") and
has, through its
predecessors, been in the investment counseling business
since 1968.

SSB Citi serves as the Investment Adviser and Administrator
for Smith Barney Intermediate Maturity California
Fund and Smith Barney Intermediate Maturity New York
Fund and Investment Manager for Smith Barney Large
Capitalization Growth Fund and Smith Barney Mid Cap Blend
Fund.
SSB Citi also serves as the administrator to the Smith
Barney S&P 500
Index Fund, the Smith Barney U.S. 5000 Index Fund and the
Smith Barney EAFE Index Fund.

The list required by this Item 26 of officers and directors
of SSB
Citi together with information as to any other business,
profession,
vocation or employment of a substantial nature engaged in
by such
officers and directors during the past two fiscal years, is
incorporated
by reference to Schedules A and D of FORM ADV filed by SSB
Citi
pursuant to the Advisers Act (SEC File No. 801-8314).

Investment Adviser - Travelers Investment Management
Company. (TIMCO).  TIMCO serves as the investment
adviser for Smith Barney S&P 500 Index Fund pursuant to a
written
agreement (the Advisory Agreement). TIMCO was
incorporated on August 31, 1967 under the laws of the
State of Connecticut.  TIMCO is a wholly owned
subsidiary of Holdings, which in turn is a wholly owned
subsidiary of Citigroup.

TIMCO is registered as an investment adviser under
the Investment Advisers Act of 1940 (the Advisers
Act) since 1971 and has, through its predecessors,
been in the investment counseling business since
1967.

The list required by this Item 26 of the officers
and directors of TIMCO together with information as
to any other business, profession, vocation or
employment of a substantial nature engaged in by such
officers and directors during the past two fiscal
years, is incorporated by reference to Schedules A
and D of FORM ADV filed by SSBC pursuant to the
Advisers Act (SEC File No.801-07212).

Item 27.	Principal Underwriters

(a) CFBDS, Inc. the Registrant's Distributor, is also
the distributor for

CitiFundsSM International Growth & Income Portfolio,
CitiFundsSM International Equity Portfolio, CitiFundsSM
Large Cap
Growth Portfolio, CitiFundsSM Intermediate Income
Portfolio,
CitiFundsSM Short-Term U.S. Government Income Portfolio,
CitiFundsSM Emerging Asian Markets Equity Portfolio,
CitiFundsSM U.S. Treasury Reserves, CitiFundsSM Cash
Reserves,
CitiFundsSM Premium U.S. Treasury Reserves,
CitiFundsSM Premium Liquid Reserves, CitiFundsSM
Institutional U.S.
Treasury Reserves, CitiFundsSM Institutional Liquid
Reserves,
SM Institutional Cash Reserves, CitiFundsSM Tax Free
Reserves,
CitiFundsSM Institutional Tax Free Reserves,
CitiFundsSM California Tax Free Reserves,
CitiFundsSM Connecticut Tax Free Reserves,
CitiFundsSM New York Tax Free Reserves, CitiFundsSM
Balanced Portfolio,
CitiFundsSM Small Cap Value Portfolio, CitiFundsSM Growth &
Income
Portfolio,CitiFundsSM Small Cap Growth Portfolio,
CitiFundsSM National
Tax Free Income Portfolio, CitiFundsSM New York Tax Free
Income
Portfolio,CitiSelect VIP Folio 200, Citiselect VIP Folio
300,
CitiSelect VIP Folio 400, CitiSelect VIP Folio 500,
CitiFundsSM Small Cap Growth VIP Portfolio, CitiSelect
Folio 200,
CitiSelect Folio 300, CitiSelect Folio 400, and CitiSelect
Folio
500.

CFBDS is also the placement agent for Large Cap Value
Portfolio,
International Portfolio, Foreign Bond Portfolio,
Intermediate Income Portfolio, Short-Term Portfolio,
Growth & Income Portfolio, Large Cap Growth Portfolio,
Small Cap Growth Portfolio, International Equity Portfolio,
Balanced Portfolio, Government Income Portfolio, Emerging
Asian Markets Equity Portfolio, Tax Free Reserves
Portfolio,
Cash Reserves Portfolio and U.S. Treasury Reserves
Portfolio.

CFBDS, Inc. is also the distributor for the following
Smith Barney Mutual Fund registrants:
Concert Investment Series
Consulting Group Capital Markets Funds
Greenwich Street Series Fund
Smith Barney Adjustable Rate Government Income Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
Smith Barney Concert Allocation Series Inc.
Smith Barney Equity Funds
Smith Barney Fundamental Value Fund Inc.
Smith Barney Funds, Inc.
Smith Barney Income Funds
Smith Barney Institutional Cash Management Fund, Inc.
Smith Barney Investment Funds Inc.
Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc.
Smith Barney Muni Funds
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Sector Series Inc.
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund Inc.
Smith Barney Principal Return Fund
Smith Barney Small Cap Blend Fund, Inc.
Smith Barney Telecommunications Trust
Smith Barney Variable Account Funds
Smith Barney World Funds, Inc.
Travelers Series Fund Inc.
And various series of unit investment trusts.

CFBDS also serves as the distributor for the following
funds: The
Travelers Fund UL for Variable Annuities, The Travelers
Fund VA for
Variable Annuities, The Travelers Fund BD for Variable
Annuities, The
Travelers Fund BD II for Variable Annuities, The Travelers
Fund BD
III for Variable Annuities, The Travelers Fund BD IV for
Variable
Annuities, The Travelers Fund ABD for Variable Annuities,
The
Travelers Fund ABD II for Variable Annuities, The Travelers
Separate
Account PF for Variable Annuities, The Travelers Separate
Account PF
II for Variable Annuities, The Travelers Separate Account
QP for
Variable Annuities, The Travelers Separate Account TM for
Variable
Annuities, The Travelers Separate Account TM II for
Variable
Annuities, The Travelers Separate Account Five for Variable
Annuities, The Travelers Separate Account Six for Variable
Annuities,
The Travelers Separate Account Seven for Variable
Annuities, The
Travelers Separate Account Eight for Variable Annuities,
The
Travelers Fund UL for Variable Annuities, The Travelers
Fund UL II
for Variable Annuities, The Travelers Variable Life
Insurance
Separate Account One, The Travelers Variable Life Insurance
Separate
Account Two, The Travelers Variable Life Insurance Separate
Account
Three, The Travelers Variable Life Insurance Separate
Account Four,
The Travelers Separate Account MGA, The Travelers Separate
Account
MGA II, The Travelers Growth and Income Stock Account for
Variable
Annuities, The Travelers Quality Bond Account for Variable
Annuities,
The Travelers Money Market Account for Variable Annuities,
The
Travelers Timed Growth and Income Stock Account for
Variable
Annuities, The Travelers Timed Short-Term Bond Account for
Variable
Annuities, The Travelers Timed Aggressive Stock Account for
Variable
Annuities, The Travelers Timed Bond Account for Variable
Annuities.

CFBDS, Inc. is also the distributor for the following
Salomon Brothers funds;
Salomon Brothers Opportunity Fund Inc
Salomon Brothers Investors Fund Inc
Salomon Brothers Capital Fund Inc
Salomon Brothers Series Funds Inc
Salomon Brothers Institutional Series Funds Inc
Salomon Brothers Variable Series Funds Inc

In addition, CFBDS is also the distributor for the
Centurion Funds,
Inc.

(b)	The information required by this Item 27 with respect
to each
director and officer of CFBDS is incorporated by reference
to
Schedule A of Form BD filed by CFBDS pursuant to the
Securities and
Exchange Act of 1934 (File No. 8-32417).

(c)	Not applicable.

Item 28.  Location of Accounts and Records

(1) 	Smith Barney Investment Trust
	388 Greenwich Street, 22nd Floor
	New York, New York 10013

(2) With respect to the Registrant's Administrator:
SSB Citi Fund Management LLC
(successor to SSBC Fund Management Inc.)
	388 Greenwich Street, 22nd Floor
	New York, New York  10013

(3)	With respect to the Registrant's Investment Adviser:
Travelers Investment Management Company
	One Tower Square
	Hartford, CT 06183
	(For Smith Barney S&P 500 Index Fund)

(4)	With respect to the Registrant's Custodian:

(a)	PNC Bank, National Association
	17th and Chestnut Streets
	Philadelphia, PA

	(Custodian for Smith Barney Intermediate Maturity
	California Municipals Fund, Smith Barney Intermediate
	Maturity New York Municipals Fund, Smith Barney
Large Capitalization Growth Fund and Smith Barney
Mid Cap Blend Fund and Smith Barney S&P 500
Index Fund)

(b)	Investors Bank and Trust Company
	200 Clarendon Street
	Boston, Massachusetts  02117-9130

	(Custodian for Smith Barney U.S. 5000 Index Fund and
	Smith Barney EAFE Index Fund)

(5)	With respect to the Registrant's Sub-Transfer Agent:
PFPC Global Fund Services
	One Exchange Place
	Boston, Massachusetts 02109

	With respect to the Registrant's Transfer Agent:
SB Private Trust Company
	388 Greenwich Street
	New York, New York  10013

(6) 	With respect to the Registrant's Distributor:
CFBDS Inc.
	21 Milk Street, 5th floor
	Boston, Massachusetts 02109

Item 29. Management Services

	Not Applicable.

Item 30. Undertakings

Not applicable

EXHIBIT INDEX

Exhibit No.		Exhibit


(j)			Consent of Auditor's

(n)			Financial Data Schedule


SIGNATURES

	Pursuant to the requirements of the Securities
Act of 1933, and the Investment Company Act of 1940,
the Fund certifies that it meets all of the requirements
for effectiveness
of this registration statement under rule 485(b) under the
Securities
Act and has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereto duly
authorized in the City of New York, in the State of
New York on the    29th day of March, 2000.

SMITH BARNEY INVESTMENT TRUST

/s/Heath B. McLendon
Heath B. McLendon,
Chief Executive Officer

	Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed
below by the following persons in the capacities and on
the date indicated.

Signature			Title					Date
/s/Heath B. McLendon	Chairman of the Board
	   03/29/00
Heath B. McLendon		(Chief Executive Officer)
				and President

/s/Lewis E. Daidone	Treasurer
	   03/29/00
Lewis E. Daidone		(Chief Financial and
				Accounting Officer)

/s/Herbert Barg*			Trustee
	   03/29/00
Herbert Barg

/s/Alfred J. Bianchetti*		Trustee
	   03/29/00
Alfred J. Bianchetti

/s/Martin Brody*			Trustee
   03/29/00
Martin Brody

/s/Dwight B. Crane*			Trustee
	   03/29/00
Dwight B. Crane

/s/Burt N. Dorsett*			Trustee
	   03/29/00
Burt N. Dorsett


/s/Elliot S. Jaffe*			Trustee
	   03/29/00
Elliot S. Jaffe

/s/Stephen E. Kaufman*		Trustee
	   03/29/00
Stephen E. Kaufman

/s/Joseph J. McCann*			Trustee
	   03/29/00
Joseph J. McCann

/s/Cornelius C. Rose, Jr.*		Trustee
	   03/29/00
Cornelius C. Rose, Jr.

___________________________________________________________
__________
* Signed by Heath B. McLendon, their duly authorized
attorney-in-fact, pursuant to power
of attorney dated January 27, 1995.

/s/ Heath B. McLendon
Heath B. McLendon