SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
SMITH BARNEY OREGON MUNICIPALS FUND
SMITH BARNEY AGGRESSIVE GROWTH FUND INC.
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.

Supplement dated June 12, 1998
to the Prospectuses* 

The following information supplements, and to the extent inconsistent
 therewith, replaces the information 
contained in the Prospectuses. 

Effective immediately, Class C shares will be renamed Class L shares.
 Effective June 15, 1998, Class L 
shares will be sold at net asset value per share plus a maximum initial 
sales charge of 1.00%.

Class L Share Expenses:

The following expense table lists the costs and expenses an investor
 will incur either directly or 
indirectly as a Class L shareholder of the Funds shown below,
 based on the maximum sales charge and maximum 
CDSC that may be incurred at the time of purchase or redemption and,
 unless otherwise noted, each Funds 
operating expenses for its most recent fiscal year:


Massachusetts 
Municipals
Oregon 
Municipals
Aggressive 
Growth
Fundamental 
Value 
Shareholder Transaction Expenses




Maximum sales charge imposed 
on purchases (as a percentage  
of offering price)
1.00%
1.00%
1.00%
1.00%
Maximum CDSC
(as a percentage of original cost 
or 
redemption proceeds, whichever is 
lower)
1.00%
1.00%
1.00%
1.00%
Annual Fund Operating Expenses
(as a percentage of average net 
assets)




Management fees
0.42%
0.12
0.80%
0.75%
12b-1 fees **
0.70%
0.70
1.00
1.00%
Other expenses
0.22%
0.51
0.17
0.17%
TOTAL FUND OPERATING EXPENSES
1.34%
1.33%
1.97
1.92%

EXAMPLE 
 
     The following example is intended to assist an investor in 
understanding the various costs that an 
investor in class L shares of the Funds shown below will bear directly or
 indirectly. The example assumes 
payment by each Fund of operating expenses at the levels set forth in
 the preceding table. See Purchase of 
Shares, Redemption of Shares and Management of the Fund in the
 accompanying Prospectus for more 
information.
 

Massachusetts
Municipals
Oregon 
Municipals
Aggressive 
Growth
Fundamental 
Value

An investor would pay the following 
expenses 
on a $1,000 investment, assuming (1) 
5.00% annual return and (2) 
redemption at the end of 
each time period:




1 year
34
33
40
39
3 years
52
52
71
70
5 years
83
82
115
113
10 years
170
169
237
232
An investor would pay the following 
expenses
on the same investment, assuming the 
same
annual return and no redemption: 




1 year
24
23
30
29
3 years
52
52
71
70
5 years
83
82
115
113
10 years
170
169
237
232
The example also provides a means for the investor to compare expense
 levels of funds with different fee 
structures over varying investment periods. To facilitate such comparison,
 all funds are required to 
utilize a 5.00% annual return assumption. However, each Funds actual return
 will vary and may be greater or 
less than 5.00%. This example should not be considered a representation of
 past or future expenses and 
actual expenses may be greater or less than those shown. 
 											

Purchase of Shares:
Until June 25, 1999 purchases of Class L shares by investors who were
 holders of Class C shares of any 
Smith Barney Mutual Fund 
on June 12,1998 will not be subject to the 1% front-end sales charge.



*Prospectuses Dated:
  Massachusetts Municipals Fund	March 30, 1998
  Oregon Municipals Fund	August 28, 1997
  Aggressive Growth Fund	December 29, 1997
  Fundamental Value Fund	January 28, 1998

a "Management fees" have been restated to reflect the management fee waiver
 currently in effect for the Massachusetts Municipals Fund (MMF) and Oregon
 Municipals Fund (ORF).  Absent the fee 
waiver, the management fee would be incurred at the rate of 0.50% of each
  both Funds Class average daily net assets for the current fiscal period.
  Absent the fee waiver, total expenses would be at the 
rate of 1.42% and 1.96%, respectively for Class L shares of  MMF and OMF.
**Class L shares do not have a conversion feature and, therefore, are
 subject to an ongoing distribution fee. As a result, long term shareholders
 of Class L shares may pay more than the economic 
equivalent of the maximum front-end sales charge permitted by the National
 Association of Securities Dealers, Inc.
u:\legal\users\mpk\massclsl.doc