SMITH BARNEY CALIFORNIA MUNICIPALS FUND INC. 
SMITH BARNEY FLORIDA PORTFOLIO 
SMITH BARNEY GEORGIA PORTFOLIO 
SMITH BARNEY INCOME RETURN ACCOUNT PORTFOLIO 
SMITH BARNEY INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS FUND 
SMITH BARNEY INTERMEDIATE MATURITY NEW YORK MUNICIPALS FUND 
SMITH BARNEY LIMITED TERM PORTFOLIO 
SMITH BARNEY MANAGED MUNICIPALS FUND INC. 
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND 
SMITH BARNEY NATIONAL PORTFOLIO 
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC. 
SMITH BARNEY NEW YORK PORTFOLIO 
SMITH BARNEY OREGON MUNICIPALS FUND 
SMITH BARNEY PENNSYLVANIA PORTFOLIO 
SMITH BARNEY TAX-EXEMPT INCOME FUND 
  
               SUPPLEMENT DATED OCTOBER 7, 1996 TO PROSPECTUSES* 
  
  The following supplements and, to the extent inconsistent therewith, 
supersedes the information contained in each Fund's Prospectus under 
"Purchase 
of Shares-Systematic Investment Plan": 
  
  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 C shares and the minimum 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 requirement for Class A, Class B and Class C shares 
and the 
minimum subsequent investment requirement for all Classes is $50. 
  
                            ---------------------- 
  
  The following information supplements the section of the Prospectus of 
each 
of the funds listed above (each a "Fund") entitled "Purchase of Shares--
Initial 
Sales Charge Waivers:" 
  
  Purchases of Class A shares also may be made at net asset value 
without a 
sales charge by investors participating in a Smith Barney fee based 
arrangement. 
  
                            ---------------------- 
  
  The provisions contained in the Prospectus under "Exchange Privilege--
Class A 
Exchanges" notwithstanding, effective October 4, 1996, Class A shares of 
the 
Fund that are exchanged for the same class of shares of another Smith 
Barney 
Mutual Fund sold with a higher maximum sales charge, will not be subject 
to any 
sales charge differential. 
<PAGE> 
  
----------- 
* Prospectuses dated: 
  
<TABLE> 
<S>              <C> 
SMITH BARNEY 
  CALIFORNIA 
  MUNICIPALS 
  FUND INC.      June 3, 1996 
SMITH BARNEY 
  FLORIDA 
  PORTFOLIO      July 29, 1996 
SMITH BARNEY 
  GEORGIA 
  PORTFOLIO      July 1, 1996 
SMITH BARNEY 
  INCOME RE- 
  TURN AC- 
  COUNT PORT- 
  FOLIO          April 1, 1996 
SMITH BARNEY 
  INTERMEDIATE 
  MATURITY 
  CALIFORNIA 
  MUNICIPALS 
  FUND           March 22, 1996 
SMITH BARNEY 
  INTERMEDIATE 
  MATURITY 
  NEW YORK 
  MUNICIPALS 
  FUND           March 22, 1996 
SMITH BARNEY 
  LIMITED 
  TERM PORT- 
  FOLIO          July 29, 1996 
SMITH BARNEY 
  MANAGED 
  MUNICIPALS 
  FUND INC.      May 6, 1996 
SMITH BARNEY 
  MASSACHUSETTS 
  MUNICIPALS 
  FUND           January 29, 1996 
SMITH BARNEY 
  NATIONAL 
  PORTFOLIO      July 1, 1996 
SMITH BARNEY 
  NEW JERSEY 
  MUNICIPALS 
  FUND INC.      June 1, 1996 
SMITH BARNEY 
  NEW YORK 
  PORTFOLIO      July 29, 1996 
SMITH BARNEY 
  OREGON 
  MUNICIPALS 
  FUND           August 19, 1996 
SMITH BARNEY 
  PENNSYLVANIA 
  PORTFOLIO      July 1, 1996 
SMITH BARNEY 
  TAX-EXEMPT 
  INCOME FUND    November 28, 1995 
</TABLE> 
  
FD01212 10/96