SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934 

Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:
[   ]	Preliminary Proxy Statement
[XXX]	Definitive Proxy Statement
[   ]	Definitive Additional Materials
[   ]	Soliciting Material Pursuant to "240.14a-11(c) or "240.14a-12


GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
(Name of Registrant as Specified In Its Charter)

 ROBERT M. NELSON
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[    ]	$125 per Exchange Act Rules 0-11 (c) (1)(ii),
 14a-6 (i)(1), or 14a-6(i)(1) and (2) or the 1940 Act Rule 20a-1.
[   ]	$500 per each party to the controversy pursuant
 to Exchange Act Rule 14a-6(i)(3).
[   ]	Fee computed on table below per Exchange Act Rules
 14a-6(i)(4) and 0-11.
[XX]	No fee is required pursuant to Exchange Act Rules 
14a-6 (i)(1) and (2), or the 1940 Act Rule 20a-1.

1)	Title of each class of securities to which transaction applies:    

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction
 computed pursuant to Exchange Act Rule 0-11:

4)	Proposed maximum aggregate value of transaction:                        


Set forth the amount on which the filing fee is calculated and
 state how it was determined.


[   ]	Check box if any part of the fee is offset as provided by
 Exchange Act Rule 0-11(a)(2) and identify the filing for
 which the offsetting fee was paid previously.  Identify the 
previous filing by registration statement number, or the Form 
or Schedule and the date of its filing.

1)	Amount Previously Paid:     

2)	Form, Schedule or Registration Statement No.:   

3)	Filing Party:               

4)	Date Filed:   


<PAGE> 
  
                GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC. 
                             388 GREENWICH STREET 
                           NEW YORK, NEW YORK 10013 
  
                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
  
                            ---------------------- 
  
                        TO BE HELD ON DECEMBER 23, 1996 
  
                            ---------------------- 
  
To the Stockholders of Greenwich Street California Municipal Fund Inc.: 
  
  The Annual Meeting of Stockholders of Greenwich Street California 
Municipal 
Fund Inc. (the "Fund") will be held at the Fund's offices at 388 
Greenwich 
Street, New York, New York, 22nd Floor, on December 23, 1996 at 10:00 
A.M. 
(New York Time) for the following purposes: 
  
    1. To elect three Class I directors, each to hold office for the 
term 
  indicated and until his successor shall have been elected and 
qualified; 
  
    2. To ratify the selection of KPMG Peat Marwick LLP as independent 
  auditors of the Fund; and 
  
    3. To transact such other business as may properly come before the 
  meeting or any adjournments thereof. 
  
  The stock transfer books will not be closed, but in lieu thereof, the 
Board 
of Directors has fixed the close of business on November 15, 1996 as the 
record date for the determination of stockholders entitled to notice of, 
and 
to vote at, the meeting and any adjournments thereof. 
  
                                       By Order of the Board of 
Directors 
  
                                       Christina T. Sydor 
                                       Secretary 
  
New York, New York 
November 22, 1996 
  
                            ---------------------- 
  
  IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN 
PERSON OR 
BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, 
DATE, 
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROVIDED 
FOR 
YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED 
STATES. 
<PAGE> 
  
                GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC. 
                             388 GREENWICH STREET 
                           NEW YORK, NEW YORK 10013 
  
                            ---------------------- 
  
                                PROXY STATEMENT 
  
                            ---------------------- 
  
                    FOR THE ANNUAL MEETING OF STOCKHOLDERS 
  
                        TO BE HELD ON DECEMBER 23, 1996 
  
                                 INTRODUCTION 
  
  This proxy statement is furnished in connection with the solicitation 
by the 
Board of Directors (the "Board") of the Greenwich Street California 
Municipal 
Fund Inc. (the "Fund") of proxies to be voted at the Annual Meeting of 
Stockholders (the "Meeting") of the Fund to be held at the Fund's 
principal 
executive offices at 388 Greenwich Street, 22nd Floor, New York, New 
York 
10013, on December 23, 1996 at 10:00 A.M. (New York Time), and at any 
adjournments thereof, for the purposes set forth in the accompanying 
Notice of 
Annual Meeting of Stockholders. 
  
  The cost of soliciting proxies will be borne by the Fund. Proxy 
solicitations will be made mainly by mail. In addition, certain 
officers, 
directors and employees of the Fund; Smith Barney Inc. ("Smith Barney"), 
 which makes a market in the the 
Fund's shares; Smith Barney Mutual Funds Management Inc. ("SBMFM" or the 
"Manager"), the Fund's investment manager; and/or First Data Investor 
Services 
Group, Inc. ("FDIS"), the Fund's transfer agent, may solicit proxies in 
person 
or by telephone, telegraph, or mail. Smith Barney and SBMFM are each 
located 
at 388 Greenwich Street, New York, New York 10013; FDIS is located at 53 
State 
Street, Boston, Massachusetts 02109. 
  
  The Annual Report of the Fund, including audited financial statements 
for 
the fiscal year ended August 31, 1996 has previously been furnished to 
all 
stockholders of the Fund. This proxy statement and form of proxy are 
first 
being mailed to stockholders on or about November 22, 1996. The Fund 
will 
provide additional copies of the Annual Report to any stockholder upon 
request 
by calling the Fund at 1-800-224-7523. 
  
  All properly executed proxies received prior to the Meeting will be 
voted at 
the Meeting in accordance with the instructions marked thereon or 
otherwise as 
provided therein. Unless instructions to the contrary are marked, shares 
represented by the proxies will be voted "FOR" all the proposals. For 
purposes 
of determining the presence of a quorum for transacting business at the 
Meeting, abstentions and broker "non-votes" (i.e. proxies from brokers 
or 
nominees indicating that such persons have not received instructions 
from the 
beneficial owner or other persons 
<PAGE> 
  
entitled to vote shares on a particular matter with respect to which the 
brokers or nominees do not have discretionary power) will be treated as 
shares 
that are present but which have not been voted. For this reason, 
abstentions 
and broker "non-votes" will have no impact on the requisite approval of 
a 
proposal. Proposal 1 requires for approval the affirmative vote of a 
plurality 
of the votes cast at the Meeting with a quorum present, in person or by 
proxy 
by the stockholders of the Fund voting on the matter. Proposal 2 
requires for 
approval the affirmative vote of a majority of the votes cast at the 
Meeting 
with a quorum present, in person or by proxy by the stockholders of the 
Fund 
voting on the matter. Any proxy may be revoked at any time prior to the 
exercise thereof by submitting another proxy bearing a later date or by 
giving 
written notice to the Secretary of the Fund at the Fund's address 
indicated 
above or by voting in person at the Meeting. 
  
  The Board knows of no business other than that specifically mentioned 
in the 
Notice of Meeting which will be presented for consideration at the 
Meeting. If 
any other matters are properly presented, it is the intention of the 
persons 
named in the enclosed proxy to vote in accordance with their best 
judgment. 
  
  The Board of Directors of the Fund has fixed the close of business on 
November 15, 1996 as the record date (the "Record Date") for the 
determination 
of stockholders of the Fund entitled to notice of and to vote at the 
Meeting 
or any adjournment thereof. Stockholders of the Fund on that date will 
be 
entitled to one vote on each matter for each share held and a fractional 
vote 
with respect to fractional shares with no cumulative voting rights. At 
the 
close of business on November 15, 1996, the Fund had outstanding 
3,658,334 
shares of Common Stock, par value $.001 per share, the only authorized 
class 
of stock, of which 3,610,768 or 98.69% were held in accounts, but not 
beneficially owned by, CEDE & Co., c/o Depository Trust Company, Box 20, 
Bowling Green Station, New York, New York 10004-9998. At the close of 
business 
on November 15, 1996, no other person (including any "group" as that 
term is 
used in Section 13(d) of the Securities Exchange Act of 1934) to the 
knowledge 
of the Board of Directors or the Fund, owned beneficially more than 5% 
of the 
outstanding shares of the Fund. As of the Record Date, the officers and 
Board 
members of the Fund beneficially owned less than 1% of the outstanding 
shares 
of the Fund. 
  
  As of the Record Date, to the knowledge of the Fund, no shares of 
Smith 
Barney's ultimate parent corporation, Travelers Group Inc. 
("Travelers"), were 
held by Board members who are not interested persons of the Fund (as 
that term 
is used in the Investment Company Act of 1940, as amended (the "1940 
Act"). 
  
  In the event that sufficient votes in favor of the proposals set forth 
in 
the Notice of Meeting and this Proxy Statement are not received by the 
time 
scheduled for the Meeting, the persons named as proxies may move for one 
or 
more adjournments of the Meeting to permit further solicitation of 
proxies 
with respect 
  
                                       2 
<PAGE> 
  
to any such proposals. In determining whether to adjourn the Meeting, 
the 
following factors may be considered: the nature of the proposals that 
are the 
subject of the Meeting, the percentage of votes actually cast, the 
percentage 
of negative votes actually cast, the nature of any further solicitation 
and 
the information to be provided to stockholders with respect to the 
reasons for 
the solicitation. Any such adjournment will require the affirmative vote 
of a 
majority of the shares present at the Meeting. The persons named as 
proxies 
will vote in favor of such adjournment those shares which they are 
entitled to 
vote and which have voted in favor of such proposals. 
  
                                PROPOSAL NO. 1 
  
                             ELECTION OF DIRECTORS 
  
  The Board of Directors of the Fund is classified into three classes. 
The 
directors serving in Class I have terms expiring at the meeting; each 
Class I 
director currently serving on the Board has been nominated by the Board 
of 
Directors for reelection at the Meeting to serve for a term of three 
years 
(until the 1999 Annual Meeting of Shareholders) or until their 
successors are 
elected and qualified. The affirmative vote of a plurality of the shares 
present at the Meeting is required to elect the nominees. It is the 
intention 
of the persons named in the enclosed proxy to vote in favor of the 
election of 
the persons listed below. 
  
  The Board of Directors of the Fund knows of no reason why any of the 
Class I 
nominees listed below will be unable to serve, but in the event of any 
such 
unavailability, the proxies received will be voted for such substitute 
nominees as the Board of Directors may recommend. 
  
  Certain information concerning the nominees is set forth below. All of 
the 
nominees are currently directors of the Fund and have served in such 
capacity 
since the Fund commenced operations, except Ms. Bibliowicz, who became a 
director in 1995. Any director affiliated with the Manager and 
considered an 
"interested person" as defined in the 1940 Act is indicated by an 
asterisk(*). 
  
                  PERSONS NOMINATED FOR ELECTION AS DIRECTORS 
  
<TABLE> 
<CAPTION> 
                                                              NUMBER OF 
SHARES 
                               PRINCIPAL OCCUPATIONS         AND % 
BENEFICIALLY 
                              DURING PAST FIVE YEARS,           OWNED AS 
OF 
          NAME             OTHER DIRECTORSHIPS, AND AGE      NOVEMBER 
15, 1996 
          ----             ----------------------------      -----------
------- 
 <C>                    <S>                                  <C> 
 CLASS I DIRECTORS 
 Jessica M. Bibliowicz* Executive Vice President of Smith           None 
  Director since 1995   Barney; Chairman of the Board of 
                        SBMFM; Director of twelve 
                        investment companies associated 
                        with Smith Barney, President of 
                        forty-two investment companies 
                        associated with Smith Barney. 
                        Prior to January 1994, Director of 
                        Sales and Marketing for Prudential 
                        Mutual Funds; prior to September 
                        1991, First Vice President, Asset 
                        Management Division of Shearson 
                        Lehman Brothers Inc.; 37. 
</TABLE> 
  
                                       3 
<PAGE> 
  
<TABLE> 
<CAPTION> 
                                                              NUMBER OF 
SHARES 
                              PRINCIPAL OCCUPATIONS          AND % 
BENEFICIALLY 
                             DURING PAST FIVE YEARS,            OWNED AS 
OF 
         NAME              OTHER DIRECTORSHIPS, AND AGE      NOVEMBER 
15, 1996 
         ----              ----------------------------      -----------
------- 
 <C>                   <S>                                   <C> 
 Joseph H. Fleiss      Retired; Director of ten investment          None 
  Director since 1994  companies associated with Smith 
                       Barney. Formerly, Senior Vice 
                       President of Citibank, Manager of 
                       Citibank's Bond Investment 
                       Portfolio and Money Desk, and a 
                       Director of Citicorp Securities 
                       Co., Inc.; 79. 
 Francis P. Martin     Practicing physician; Director of            None 
  Director since 1994  ten investment companies associated 
                       with Smith Barney. Formerly 
                       President of the Nassau Physicians' 
                       Fund, Inc.; 72. 
</TABLE>  
  
  The remainder of the Board constitutes the Class II and Class III 
directors, 
none of whom will stand for election at the Meeting, as their terms will 
expire 
in 1997 and 1998, respectively. 
  
                        DIRECTORS CONTINUING IN OFFICE 
  
<TABLE>  
 <C>                   <S>                                   <C> 
 CLASS II DIRECTORS 
 Heath B. McLendon*    Managing Director of Smith Barney;         
509.60** 
  Director since 1994  Director of forty-two investment        (Less 
than 1%) 
                       companies associated with Smith 
                       Barney; Chairman of the Board of 
                       Smith Barney Strategy Advisers Inc. 
                       and Director and President of 
                       SBMFM; prior to July 1993, Senior 
                       Executive Vice President of 
                       Shearson Lehman Brothers Inc.; Vice 
                       Chairman of Shearson Asset 
                       Management; 63. 
 Roderick C. Rasmussen Investment Counselor; Director of            None 
  Director since 1994  ten investment companies associated 
                       with Smith Barney. Formerly Vice 
                       President of Dresdner and Company 
                       Inc. (investment counselors); 70. 
 John P. Toolan        Retired; Director of ten investment          None 
  Director since 1994  companies associated with Smith 
                       Barney; Director of John Hancock 
                       Funds. Formerly Director and 
                       Chairman of the Smith Barney Trust 
                       Company, Director of Smith Barney 
                       Inc. and the Manager. Prior to 
                       1992, Senior Executive Vice 
                       President, Director and Member of 
                       the Executive Committee of Smith 
                       Barney; 66. 
 CLASS III DIRECTORS 
 Donald R. Foley       Retired; Director of ten investment          None 
  Director since 1994  companies associated with Smith 
                       Barney. Formerly Vice President of 
                       Edwin Bird Wilson, Incorporated 
                       (advertising); 74. 
</TABLE> 
  
----------- 
** Represents shares owned by this Director's family. 
  
                                       4 
<PAGE> 
  
<TABLE> 
<CAPTION> 
                                                              NUMBER OF 
SHARES 
                                                                    AND 
% 
                              PRINCIPAL OCCUPATIONS             
BENEFICIALLY 
                             DURING PAST FIVE YEARS,             OWNED 
AS OF 
         NAME              OTHER DIRECTORSHIPS, AND AGE       NOVEMBER 
15, 1996 
         ----              ----------------------------       ----------
------- 
 <C>                  <S>                                     <C> 
 Paul Hardin          Professor of Law at the University of         None 
  Director since 1994 North 
                      Carolina at Chapel Hill; Director of 
                      twelve investment companies 
                      associated with Smith Barney; 
                      Director of The Summit 
                      Bancorporation. Formerly, Chancellor 
                      of the University of North Carolina 
                      at Chapel Hill; 65. 
 C. Richard Youngdahl Retired; Director of ten investment           None 
  Director since 1994 companies associated with Smith 
                      Barney and member of the Board of 
                      Directors of D.W. Rich & Company, 
                      Inc. Formerly Chairman of the Board 
                      of Pensions Lutheran Church in 
                      America and Chairman of the Board and 
                      Chief Executive Officer of Aubrey G. 
                      Lanston & Co. (dealers in U.S. 
                      Government Securities) and President 
                      of the Association of Primary Dealers 
                      in U.S. Government Securities; 81. 
</TABLE> 
  
            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
  
  Section 16(a) of the Securities Exchange Act of 1934 requires the 
Fund's 
officers and directors and persons who beneficially own more than ten 
percent 
of a registered class of the Fund's equity securities, to file reports 
of 
ownership with the Securities and Exchange Commission, the American 
Stock 
Exchange and the Fund. Based solely upon its review of the copies of 
such 
forms received by it and representations from such persons, except for a 
late 
filing of a Statement of Changes in Beneficial Ownership for Travelers 
Group 
Inc., the Fund believes that, during fiscal year 1996, all filing 
requirements 
applicable to such persons were complied with. 
  
  The Fund has no compensation or nominating committee of the Board of 
Directors, or any committee performing similar functions. The Fund has 
an 
audit committee composed of all the directors who are not interested 
persons 
of the Fund or the Manager (the "independent directors") which is 
charged with 
recommending a firm of independent auditors to the Fund and reviewing 
accounting matters with the auditors. 
  
  Five meetings of the Board of Directors of the Fund were held between 
September 1, 1995 and August 31, 1996, all of which were regular 
meetings. No 
director attended less than 75% of these meetings. 
  
  Only the independent directors receive remuneration from the Fund for 
acting 
as a director. Aggregate fees (including reimbursement for travel and 
out-of- 
pocket expenses) of $27,358.41 were paid to such directors by the Fund 
during 
the fiscal period beginning on September 1, 1995, through August 31, 
1996. 
Fees for independent directors who are directors of a group of funds 
sponsored 
by Smith Barney are set at $42,000 per annum plus $100 per portfolio for 
each 
Board meeting attended. None of the officers of the Fund received any 
compensation from 
  
                                       5 
<PAGE> 
  
the Fund for such period. Officers and interested directors of the Fund 
are 
compensated by Smith Barney. 
  
  The following table shows the compensation paid by the Fund to each 
incumbent director during the Fund's last fiscal year (from September 1, 
1995 
to August 31, 1996). 
  
                              COMPENSATION TABLE 
  
<TABLE> 
<CAPTION> 
                                                                           
TOTAL 
                                       PENSION OR                        
NUMBER OF 
                                       RETIREMENT    COMPENSATION FROM   
FUNDS FOR 
                        AGGREGATE   BENEFITS ACCRUED   FUND AND FUND   
WHICH DIRECTOR 
                       COMPENSATION    AS PART OF         COMPLEX      
SERVES WITHIN 
 NAME OF PERSON         FROM FUND    FUND EXPENSES   PAID TO DIRECTORS  
FUND COMPLEX 
 --------------        ------------ ---------------- ----------------- -
------------- 
<S>                    <C>          <C>              <C>               
<C> 
Jessica Bibliowicz*        $  0           $ 0             $     0            
12 
Joseph H. Fleiss**          525             0              35,200            
10 
Donald R. Foley**           630             0              27,000            
10 
Paul Hardin                 336             0              73,350            
12 
Francis P. Martin**         648             0              57,800            
10 
Heath B. McLendon*            0             0                   0            
42 
Roderick C. Rasmussen       648             0              58,000            
10 
John P. Toolan**            635             0              47,200            
10 
C. Richard Youngdahl        548             0              54,400            
10 
</TABLE> 
----------- 
 * Designates an "interested director". 
** Pursuant to the Fund's deferred compensation plan, the indicated 
Directors 
  have elected to defer the payment of some or all of their 
compensation. 
  
  The following is a list of the current executive officers of the Fund, 
all 
of whom have been elected by the directors to serve until their 
respective 
successors are elected: 
  
<TABLE> 
<CAPTION> 
                                                               PRINCIPAL 
OCCUPATIONS 
                        OFFICES AND POSITIONS     PERIOD      DURING 
PAST FIVE YEARS 
  NAME                     HELD WITH FUND      OFFICES HELD           
AND AGE 
  ----                  ---------------------  ------------   ----------
------------ 
 <C>                    <C>                    <C>           <S> 
 Heath B. McLendon      Chairman of the Board  1995 to date  (see table 
of directors 
                        and Chief Executive                  above) 
                        Officer                             
                                                            
 Jessica M. Bibliowicz  President              1995 to date  (see table 
of directors 
                                                             above) 
 Lewis E. Daidone       Senior Vice President  1994 to date  Managing 
Director of 
                        and Treasurer                        Smith 
Barney; Senior 
                                                             Vice 
President and 
                                                             Treasurer 
of the other 
                                                             investment 
companies 
                                                             associated 
with Smith 
                                                             Barney; 
Director and 
                                                             Senior Vice 
President of 
                                                             the 
Manager; 39. 
 Joseph P. Deane        Vice President         1994 to date  Managing 
Director of 
                                                             Smith 
Barney and 
                                                             investment 
officer of 
                                                             other 
investment 
                                                             companies 
associated 
                                                             with Smith 
Barney; 49. 
 Christina T. Sydor     Secretary              1994 to date  Managing 
Director of 
                                                             Smith 
Barney; Secretary 
                                                             of the 
other investment 
                                                             companies 
associated 
                                                             with Smith 
Barney; 
                                                             Secretary 
and General 
                                                             Counsel of 
the Manager; 
                                                             45. 
</TABLE> 
  
                                       6 
<PAGE> 
  
<TABLE> 
<CAPTION> 
                                                         PRINCIPAL 
OCCUPATIONS 
                    OFFICES AND POSITIONS    PERIOD     DURING PAST FIVE 
YEARS 
  NAME                 HELD WITH FUND     OFFICES HELD          AND AGE 
  ----              --------------------- ------------  ----------------
------ 
 <C>                <C>                   <C>          <S> 
 Thomas M. Reynolds  Controller and       1994 to date Director of Smith 
Barney 
                     Assistant Secretary               and Controller 
and 
                                                       Assistant 
Secretary of 
                                                       certain other 
investment 
                                                       companies 
associated 
                                                       with Smith 
Barney. Prior 
                                                       to September 
1991, 
                                                       Assistant 
Treasurer of 
                                                       Aquila Management 
                                                       Corporation and 
its 
                                                       associated 
investment 
                                                       companies; 36. 
</TABLE> 
  
  THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT BOARD 
MEMBERS, 
RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD. 
  
                                PROPOSAL NO. 2 
  
               RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS 
  
  KPMG Peat Marwick LLP ("KPMG") have been selected as the independent 
auditors to audit the accounts of the Fund for and during the fiscal 
year 
ending August 31, 1997 by a majority of the independent directors by a 
vote 
cast in person subject to ratification by the stockholders at the 
Meeting (the 
entire Board concurred in the selection). KPMG also serves as the 
independent 
auditors for the Manager, other investment companies associated with 
Smith 
Barney and for Travelers. KPMG has no direct or material indirect 
financial 
interest in the Fund, the Manager, Travelers, or any other investment 
company 
sponsored by Smith Barney or its affiliates. 
  
  If the Fund receives a written request from any stockholder at least 
five 
days prior to the Meeting stating that the stockholder will be present 
in 
person at the Meeting and desires to ask questions of the auditors 
concerning 
the Fund's financial statements, the Fund will arrange to have a 
representative of KPMG present at the Meeting who will respond to 
appropriate 
questions and have an opportunity to make a statement. 
  
  The affirmative vote of a majority of shares present and voting at the 
Meeting is required to ratify the selection of KPMG. 
  
  THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT BOARD 
MEMBERS, 
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE 
SELECTION 
OF INDEPENDENT AUDITORS. 
  
                      DEADLINE FOR STOCKHOLDER PROPOSALS 
  
  Stockholder proposals intended to be presented at the 1997 Annual 
Meeting of 
the Stockholders of the Fund must be received by August 15, 1997 to be 
  
                                       7 
<PAGE> 
  
included in the proxy statement and the form of proxy relating to that 
meeting 
as the Fund expects that the 1997 Annual Meeting will be held in 
December of 
1997. 
  
                                 OTHER MATTERS 
  
  The management knows of no other matters which are to be brought 
before the 
Meeting. However, if any other matters not now known or determined 
properly 
come before the Meeting, it is the intention of the persons named in the 
enclosed form of proxy to vote such proxy in accordance with their 
judgment on 
such matters. 
  
  All proxies received will be voted in favor of all the proposals, 
unless 
otherwise directed therein. 
  
                                       By Order of the Board of 
Directors, 
  
                                       Christina T. Sydor 
                                       Secretary 
  
November 22, 1996 
  
                                       8 
<PAGE> 
  
  
  
  
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