As filed with the Securities and Exchange Commission
on September 24, 1997 


Registration No. 333-12709


U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933


[ x ] Pre-Effective Amendment No. 1      [  ] Post-Effective Amendment No.
SMITH BARNEY MUNI FUNDS 
(Exact name of Registrant as specified in Charter)

Area Code and Telephone Number:  (800) 224-7523
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)   (Zip Code)

Christina T. Sydor, Esq.
Smith Barney Inc.
388 Greenwich Street New York, New York  10013 (22nd floor)
(Name and address of agent for service)

copy to:

John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, NY 10004

Approximate date of proposed public offering:  As soon as possible 
after the effective date of this Registration Statement.

Registrant has registered an indefinite amount of securities 
pursuant to Rule 24f-2 under the Investment Company Act of 1940, 
as amended; accordingly, no fee is payable herewith.  Registrant's 
Rule 24f-2 Notice for the fiscal period ended March 31, 1997 was 
filed with the Securities and Exchange Commission on May 9, 1997.

Registrant hereby amends this Registration Statement on such date 
or dates as may be necessary to delay its effective date until the 
Registrant shall file a further amendment which specifically 
states that this Registration Statement shall thereafter become 
effective in accordance with Section 8(a) of the Securities Act of 
1933 or until the Registration Statement shall become effective on 
such date as the Commission, by action pursuant to said Section 
8(a), may determine. 

SMITH BARNEY MUNI FUNDS 

CONTENTS OF
REGISTRATION STATEMENT

This Registration Statement contains the following pages and 
documents:

	Front Cover 

	Contents Page

	Cross-Reference Sheet

	Letter to Shareholders

	Notice of Special Meeting

	Instructions for Signing Proxy Card

	Part A - Prospectus/Proxy Statement

	Part B - Statement of Additional Information

	Part C - Other Information

	Signature Page

	Exhibits



SMITH BARNEY MUNI FUNDS

FORM N-14 CROSS REFERENCE SHEET
Pursuant to Rule 481(a) Under the Securities Act of 1933

						Prospectus/Proxy
Part A Item No. and Caption			Statement Caption

Item 1.	Beginning of Registration			Cover Page; Cross 
	Statement and Outside Front		Reference Sheet
	Cover Page of Prospectus

Item 2.	Beginning and Outside Back		Table of Contents
	Cover Page of Prospectus

Item 3.	Synopsis Information and Risk Factors	Fee Table; Summary; 
						Risk Factors; Comparison
						of Investment Objectives
						and Policies

Item 4.	Information About the Transaction		Summary: Reasons for the
						Reorganization; 
						Information about the
						Reorganization; Information
						on Shareholders' Rights; 
						Exhibit A (Plan of Reorganization)

Item 5.	Information About the Registrant		Cover Page; Summary; 
						Information about 
						the Reorganization; Comparison
						of Investment Objectives and
						Policies; Information on
						Shareholders' Rights;
						PerformanceInformation for the
						National Portfolio; Additional
						Information About the National
						Portfolio and the Ohio Portfolio

Item 6.	Information About the			Summary; Information 
	Company Being Acquired			About the Reorganization;
						Comparison of Investment 
						Objectives and Policies; 
						Information on Shareholders'
						Rights; Additional Information
						About the National Portfolio
						and the Ohio Portfolio

Item 7.	Voting Information			Summary; Information About 
						the Reorganization; Information on 
						Shareholders' Rights; Voting
						Information

Item 8.	Interest of Certain Persons		Financial Statements and Experts;
	and Experts; 				Legal Matters

Item 9.	Additional Information			Not Applicable
	Required for Reoffering By
	Persons Deemed to be Underwriters



						Statement of Additional
Part B Item No. and Caption			Information Caption

Item 10.	Cover Page				Cover Page

Item 11.	Table of Contents 			Cover Page

Item 12.	Additional Information			Cover Page; Statement of 
	About the Registrant			Additional Information of
						Smith Barney Muni Funds
						dated July 29, 1997

Item 13.	Additional Information 			Cover Page; Statement of
	About the Company Being		Additional Information of
	Acquired				Smith Barney Muni Funds
						dated July 29, 1997

Item 14.	Financial Statements			Annual Report of Smith Barney 
						Muni Funds dated March 31, 1997 

Part C Item No. and Caption			Other Information Caption

Item 15.	Indemnification				Incorporated by Reference to 
						Part A Caption " Information on 
						Shareholders' Rights - Liability
						of Trustees"

Item 16.	Exhibits					Exhibits

Item 17.	Undertakings				Undertakings


SMITH BARNEY MUTUAL FUNDS
Investing for your future.  Every day.

To Shareholders Of Smith Barney Muni Funds - 
Ohio Portfolio
Your Vote is Important

	Dear Shareholder:
   
		The Board of Trustees of Smith Barney Muni Funds (the "Fund") reviewed 
and has unanimously endorsed a proposal for a reorganization of the Smith 
Barney Muni Funds - Ohio Portfolio ("Ohio Portfolio"), a separate investment 
portfolio of the Fund, which it judges to be in the best interests the Ohio 
Portfolio shareholders.

		Under the terms of the proposed reorganization, Smith Barney Muni Funds 
- National Portfolio ("National Portfolio"), would acquire all or 
substantially all of the Ohio Portfolio's assets and liabilities.  The Ohio 
Portfolio would be liquidated and you would become a shareholder of the 
National Portfolio having received shares with an aggregate net asset value 
equivalent to the aggregate net asset value of your Ohio Portfolio investment 
at the time of the transaction. No sales charge would be imposed in the 
transaction. The transaction would, in the opinion of counsel, be free from 
Federal income taxes to you, the Ohio Portfolio and the National Portfolio. 


    
   		The Board of Trustees believes that the proposed reorganization is in 
the best interests of Ohio Portfolio shareholders and should provide benefits 
due, in part, to the substantially higher expense ratio and substantially 
lower performance that would result if management were to discontinue its 
voluntary practice of waiving a portion of the Ohio Portfolio's fees and 
expenses, including the management fee.
    
Please complete, sign and mail the enclosed proxy card...today!
   
		To consider this transaction, we have called a Special Meeting of 
Shareholders to be held on November 21, 1997.  We strongly urge your 
participation by asking you to review, complete and return your proxy promptly 
in the postage-paid envelope provided. 
    
		For more details about the proposed transaction, please refer to the 
enclosed proxy statement.  On behalf of the Board, I thank you for your 
participation as a shareholder.  If you sign and date your proxy card, but do 
not provide voting instructions, your shares will be voted FOR the 
reorganization proposal. 

		We thank you for your timely response and look forward to continuing to 
serve your investment needs with Smith Barney Mutual Funds.  If you have any 
questions, please call your Financial Consultant, who will be pleased to 
assist you. 

		IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS
BE RECEIVED PROMPTLY. 

		Sincerely,

		Heath B. McLendon
		Chairman of the Board 

October 3, 1997



SMITH BARNEY MUNI FUNDS - OHIO PORTFOLIO
388 Greenwich Street
New York, New York 10013

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On November 21, 1997


	Notice is hereby given that a Special Meeting of Shareholders (the 
"Meeting") of Smith Barney Muni Funds - Ohio Portfolio (the "Ohio Portfolio"), 
will be held at 388 Greenwich Street, New York, New York, 22nd Floor on
November 21, 1997, commencing at 10:00 a.m. for the following purposes:

	1.	To consider and act upon the Plan of Reorganization (the "Plan") 
dated as of November 12, 1996 and amended as of September 3, 1997, 
providing for: (i) the acquisition of all or substantially all of the 
assets of the Ohio Portfolio by the National Portfolio, a separate 
series of Smith Barney Muni Funds (the "National Portfolio"), in 
exchange for shares of the National Portfolio and the assumption by the 
National Portfolio of all stated liabilities of the Ohio Portfolio; (ii) 
the distribution of such shares of the National Portfolio to 
shareholders of the Ohio Portfolio in liquidation of the Ohio Portfolio; 
and (iii) the subsequent termination of the Ohio Portfolio.

	2.	To transact any other business which may properly come before the 
Meeting or any adjournment thereof.

		The Trustees of the Smith Barney Muni Funds have fixed the close
of business on September 22, 1997 as the record date for the determination
of shareholders of the Ohio Portfolio entitled to notice of and to vote
at this Meeting or any adjournment thereof (the "Record Date").

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. 
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON ARE
URGED TO SIGN AND RETURN WITHOUT DELAY THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE,
SO THAT THEIR SHARES MAY BE REPRESENTED AT THE MEETING.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE 
SET FORTH ON THE FOLLOWING PAGE.  PROXIES MAY BE REVOKED
AT ANY TIME BEFORE THEY ARE EXERCISED BY THE SUBSEQUENT
EXECUTION AND SUBMISSION OF A REVISED PROXY, BY GIVING 
WRITTEN NOTICE OF REVOCATION TO THE OHIO PORTFOLIO AT ANY
TIME BEFORE THE PROXY IS EXERCISED OR BY VOTING IN PERSON
AT THE MEETING.

					By Order of the Board of Trustees

					Christina T. Sydor
					Secretary
September [24], 1997

YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE 
EXPENSE OF FURTHER SOLICITATION.




INSTRUCTIONS FOR SIGNING PROXY CARDS

	The following general rules for signing proxy cards may be of assistance 
to you and avoid the time and expense involved in validating your vote if you 
fail to sign your proxy card properly.

	1.	Individual Accounts: Sign your name exactly as it appears in 
the registration on the proxy card.

	2.	Joint Accounts:  Either party may sign, but the name of the 
party signing should conform exactly to the name shown on the registration
on the proxy card.

	3.	All Other Accounts:  The capacity of the individual signing 
the proxy card should be indicated unless it is reflected in the form
of registration. For example:

Registration					Valid Signatures

Corporate Accounts
	(1)  ABC Corp.				ABC Corp.
	(2)  ABC Corp.				John Doe, Treasurer
	(3)  ABC Corp.
	         c/o John Doe, Treasurer		John Doe
	(4)  ABC Corp. Profit Sharing Plan	John Doe, Trustee

Fund Accounts
	(1)  ABC Trust				Jane B. Doe, Trustee
	(2)  Jane B. Doe, Trustee
	         u/t/d 12/28/78			Jane B. Doe

Custodial or Estate Accounts
	(1)  John B. Smith, Cust.
	            f/b/o John B. Smith, Jr. UGMA	John B. Smith
	(2)  John B. Smith			John B. Smith, Jr., 
						Executor



PROSPECTUS/PROXY STATEMENT DATED September [24], 1997


SMITH BARNEY MUNI FUNDS - NATIONAL PORTFOLIO
388 Greenwich Street 
New York, New York 10013
(800) 224-7523   

SMITH BARNEY MUNI FUNDS - OHIO PORTFOLIO
388 Greenwich Street 
New York, New York 10013
(800) 224-7523    

	This Prospectus/Proxy Statement is being furnished to shareholders of 
the Ohio Portfolio, a separate series of Smith Barney Muni Funds (the "Ohio 
Portfolio"), in connection with a proposed Plan of Reorganization (the 
"Plan"), to be submitted to shareholders for consideration at a Special 
Meeting of Shareholders to be held on November 21, 1997 at 10:00 a.m. New York 
City time, at the offices of Smith Barney Inc., located at 388 Greenwich 
Street, 22nd Floor, New York, New York, and any adjournments thereof (the 
"Meeting"). 
	
	The Plan provides for all or substantially all of the assets of the Ohio 
Portfolio to be acquired by the National Portfolio, a separate series of Smith 
Barney Muni Funds (the "National Portfolio"), in exchange for shares of the 
National Portfolio and the assumption by the National Portfolio of all stated 
liabilities of the Ohio Portfolio (hereinafter referred to as the 
"Reorganization").  (The Ohio Portfolio and the National Portfolio are 
sometimes referred to hereinafter collectively as the "Portfolios" and 
individually as a "Portfolio.")  Following the Reorganization, shares of the 
National Portfolio will be distributed to shareholders of the Ohio Portfolio 
in liquidation of the Ohio Portfolio and the Ohio Portfolio will be 
terminated.  As a result of the Reorganization, each shareholder of the Ohio 
Portfolio will receive that number of shares of the National Portfolio having 
an aggregate net asset value equal to the aggregate net asset value of such 
shareholder's shares of the Ohio Portfolio.  Holders of Class A shares in the 
Ohio Portfolio will receive Class A shares of the National Portfolio, and no 
sales charge will be imposed on the Class A shares of the National Portfolio 
received by the Ohio Portfolio Class A shareholders. Holders of Class B and 
Class C shares in the Ohio Portfolio will receive Class B and Class C shares, 
respectively, of the National Portfolio, and no contingent deferred sales 
charge ("CDSC") will be imposed upon them in connection with the consummation 
of the Reorganization.  However, any CDSC which is applicable to a 
shareholder's investment will continue to apply, and in calculating the 
applicable CDSC payable upon the subsequent redemption of Class B or Class C 
shares of the National Portfolio, the period during which an Ohio Portfolio 
shareholder held Class B or Class C shares of the Ohio Portfolio will be 
counted.  Holders of Class Y shares in the Ohio Portfolio will receive Class Y 
shares of the National Portfolio.  This Reorganization is being structured as 
a tax-free reorganization.  

	The National Portfolio and the Ohio Portfolio are separate series of 
Smith Barney Muni Funds, an open-end management investment company.  The 
National Portfolio is a diversified fund, whereas the Ohio Portfolio is non-
diversified.  Each Portfolio seeks as high a level of income exempt from 
Federal income taxes as is consistent with prudent investing, although the 
Ohio Portfolio also seeks income exempt from the personal income taxes of the 
State of Ohio.  The Ohio Portfolio shareholders would no longer be invested in 
a fund that seeks to take advantage of the Ohio state income tax exemption if 
they become shareholders of the National Portfolio.  Smith Barney Mutual Funds 
Management Inc. (the "Manager"), a subsidiary of Smith Barney Holdings Inc., 
serves as investment manager to both the National Portfolio and the Ohio 
Portfolio.

	The investment policies of the National Portfolio are similar to those 
of the Ohio Portfolio. Certain differences in the investment policies of the 
Ohio and National Portfolios are described under "Comparison of Investment 
Objectives and Policies" in this Prospectus/Proxy Statement.

	This Prospectus/Proxy Statement, which should be retained for future 
reference, sets forth concisely the information about the National Portfolio 
that a prospective investor should know before investing.  Certain relevant 
documents listed below, which have been filed with the Securities and Exchange 
Commission ("SEC"), are incorporated by reference.  A Statement of Additional 
Information dated October 3, 1997 relating to this Prospectus/Proxy Statement 
and the Reorganization has been filed with the SEC and is incorporated by 
reference into this Prospectus/Proxy Statement.  A copy of such Statement of 
Additional Information is available upon request and without charge by calling 
1 (800) 224-7523, writing to the Ohio Portfolio at the address listed on the 
cover page of this Prospectus/Proxy Statement, or by contacting a Smith Barney 
Financial Consultant.

	The Prospectus of Smith Barney Muni Funds - National Portfolio dated 
July 29, 1997 and the Prospectus of Smith Barney Muni Funds - Ohio Portfolio 
dated July 29, 1997 are incorporated in their entirety by reference and a copy 
of the Prospectus for the National Portfolio is included herewith.  Also 
included as Exhibit A to this Prospectus/Proxy Statement is a copy of the Plan 
of Reorganization for the Reorganization. 


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO 
THE CONTRARY IS A CRIMINAL OFFENSE. 


(Cover, continued)




TABLE OF CONTENTS

							Page
   
Additional Materials					
Fee Tables						
Summary						
Risk Factors						
Reasons for the Reorganization				
Information about the Reorganization			
Performance Information for the National Portfolio 		
Comparison of Investment Objectives and Policies		
Information on Shareholders' Rights			
Additional Information About the National Portfolio
     and the Ohio Portfolio				
Other Business						
Voting Information					
Financial Statements and Experts				
Legal Matters						
Exhibit A: Plan of Reorganization				Appendix
    

ADDITIONAL MATERIALS

	The following additional materials, which have been 
incorporated by reference into the Statement of Additional 
Information dated September [  ], 1997 relating to this 
Prospectus/Proxy Statement and the Reorganization, will be sent 
to all shareholders requesting a copy of such Statement of 
Additional Information.

	1.	Statement of Additional Information 
of Smith Barney Muni Funds dated July 29, 1997.

	2.	Annual Report of Smith Barney Muni 
Funds - National Portfolio dated March 31, 1997. 

	3.	Annual Report of Smith Barney Muni 
Funds - Ohio Portfolio dated March 31, 1997. 




FEE TABLES

	Following are tables showing the current costs and expenses of the Class 
A, B, C and Y shares of the National Portfolio and the Ohio Portfolio for the 
fiscal year ended March 31, 1997 and the pro forma costs and expenses expected 
to be incurred by each such Class of the National Portfolio after giving 
effect to the Reorganization, each based on the maximum sales charge or 
maximum contingent deferred sales charge ("CDSC") that may be incurred at the 
time of purchase or redemption:
<TABLE>
<CAPTION>
<S>					<C>		<C>	     <C>
CLASS A SHARES			National		Ohio
					Portfolio		Portfolio	     Pro Forma***
Shareholder Transaction Expenses
	Maximum sales charge 
	imposed on purchases		4.00%		4.00%	     4.00%
	     (as a percentage of 
	     offering price)
	Maximum CDSC			None*		None*	     None*
	     (as a percentage of
	     original cost or redemption
	      proceeds, whichever is lower)


Annual Portfolio Operating Expenses
	(as a percentage of average 
	net assets)
	     Management fees		0.45%		0.17%**     0.45%
	     12b-1 fees			0.15		0.15	     0.15
	      Other expenses 		0.10		0.46	     0.10


Total Portfolio Operating			0.70%		0.78%**     0.70%
Expenses


*	Purchases of Class A shares, which when combined with current holdings of 
Class A shares offered with a sales charge equal or exceed $500,000 in the 
aggregate, will be made at net asset value with no sales charge, but will 
be subject to a CDSC of 1.00% on redemptions made within 12 months.

**	"Management fees" have been restated to reflect the management fee waiver 
currently in effect for the Fund.  During the fiscal year ended March 31, 
1997, the Manager voluntarily waived its fees, which would otherwise be 
equal to 0.45% of the value of the Fund's average daily net assets, 
thereby decreasing the amount paid by the Fund in respect of management 
fees to 0.00% of the value of the Fund's average daily net assets.  This 
had the effect of lowering the Fund's overall expenses and increasing the 
returns available to investors.  If the Manager had not elected to waive 
fees and reimburse expenses, the total operating expenses for Class A 
shares for the fiscal year ended March 31, 1997 would have been 1.22% of 
average daily net assets.

***	The pro forma financial figures are intended to provide shareholders with 
information about the continuing impact of the Reorganization as if the 
Reorganization had taken place as of April 1, 1997.
</TABLE>

<TABLE>
<CAPTION>
<S>					<C>		<C>	     <C>
CLASS B SHARES			National		Ohio
					Portfolio		Portfolio	     Pro Forma***
Shareholder Transaction Expenses
	Maximum sales charge 
	imposed on purchases		None 		None	     None
	     (as a percentage of 
	     offering price)
	Maximum CDSC			4.50%		4.50%	     4.50%
	     (as a percentage of
	     original cost or redemption
	      proceeds, whichever is lower)


Annual Portfolio Operating Expenses
	(as a percentage of average 
	net assets)
	     Management fees		0.45%		0.17%**     0.45%
	     12b-1 fees			0.65*		0.65*	     0.65*
	      Other expenses 		0.10		0.48**	     0.10


Total Portfolio Operating			1.20%		1.30%**     1.20%
Expenses

*	Upon conversion of Class B shares to Class A shares, such shares will no 
longer be subject to a distribution fee.

**	"Management fees" have been restated to reflect the management fee waiver 
currently in effect for the Fund.  During the fiscal year ended March 31, 
1997, the Manager voluntarily waived its fees, which would otherwise be 
equal to 0.45% of the value of the Fund's average daily net assets, 
thereby decreasing the amount paid by the Fund in respect of management 
fees to 0.00% of the value of the Fund's average daily net assets.  This 
had the effect of lowering the Fund's overall expenses and increasing the 
returns available to investors.  If the manager had not elected to waive 
fees and reimburse expenses, the total operating expenses for Class B 
shares for the fiscal year ended March 31, 1997 would have been 1.74% of 
average daily net assets.

***	The pro forma financial figures are intended to provide shareholders with 
information about the continuing impact of the Reorganization as if the 
Reorganization had taken place as of April 1, 1997.
</TABLE>


<TABLE>
<S>					<C>		<C>	     <C>
CLASS C SHARES			National		Ohio
					Portfolio		Portfolio	     Pro Forma***
Shareholder Transaction Expenses
	Maximum sales charge 
	imposed on purchases		None 		None	     None
	     (as a percentage of 
	     offering price)
	Maximum CDSC			1.00%		1.00%	     1.00%
	     (as a percentage of
	     original cost or redemption
	      proceeds, whichever is lower)


Annual Portfolio Operating Expenses
	(as a percentage of average 
	net assets)
	     Management fees		0.45%		0.17%**     0.45%
	     12b-1 fees			0.70*		0.70*	     0.70
	      Other expenses 		0.12		0.47**	     0.12


Total Portfolio Operating			1.27%		1.34%**     1.27%
Expenses

*	Class C shares do not have a conversion feature and, therefore, are 
subject to an ongoing distribution fee. As a result, long-term 
shareholders of Class C shares may pay more than the economic equivalent 
of the maximum front-end sales charge permitted by the National 
Association of Securities Dealers, Inc.

**	"Management fees" have been restated to reflect the management fee waiver 
currently in effect for the Fund.  During the fiscal year ended March 31, 
1997, the Manager voluntarily waived its fees, which would otherwise be 
equal to 0.45% of the value of the Fund's average daily net assets, 
thereby decreasing the amount paid by the Fund in respect of management 
fees to 0.00% of the value of the Fund's average daily net assets.  This 
had the effect of lowering the Fund's overall expenses and increasing the 
returns available to investors.  If the Manager had not elected to waive 
fees and reimburse expenses, the total operating expenses for Class C 
shares for the fiscal year ended March 31, 1997 would have been 1.78% of 
average daily net assets.

***	The pro forma financial figures are intended to provide shareholders with 
information about the continuing impact of the Reorganization as if the 
Reorganization had taken place as of April 1, 1997.
</TABLE>

<TABLE>
<S>				         	<C>	     	 <C>	     <C>
CLASS Y SHARES			National	 	Ohio
				            	Portfolio		Portfolio	     Pro Forma**
Shareholder Transaction Expenses
	Maximum sales charge 
	imposed on purchases		None 		None	     None
	     (as a percentage of 
	     offering price)
	Maximum CDSC			None		None	     None
	     (as a percentage of
	     original cost or redemption
	      proceeds, whichever is lower)


Annual Portfolio Operating Expenses
	(as a percentage of average 
	net assets)
	     Management fees		0.45%		0.17%*       0.45%
	     12b-1 fees			--		--	     --
	      Other expenses 		0.10+		0.46+*	     0.10


Total Portfolio Operating			0.55%		0.63%*     0.55%
Expenses
                    
+	"Other Expenses" for National Portfolio and Ohio Portfolio Class Y shares 
have been estimated because no National Portfolio or Ohio Portfolio Class 
Y shares were outstanding for the period ended March 31, 1997.

*	"Management fees" have been restated to reflect the management fee waiver 
currently in effect for the Fund.  During the fiscal year ended March 31, 
1997, the Manager voluntarily waived its fees, which would otherwise be 
equal to 0.45% of the value of the Fund's average daily net assets, 
thereby decreasing the amount paid by the Fund in respect of management 
fees to 0.00% of the value of the Fund's average daily net assets.  This 
had the effect of lowering the Fund's overall expenses and increasing the 
returns available to investors.  If the Manager had not elected to waive 
fees and reimburse expenses, the total operating expenses for Class Y 
shares for the fiscal year ended March 31, 1997 would have been 1.07% of 
average daily net assets.

**	The pro forma financial figures are intended to provide shareholders with 
information about the continuing impact of the Reorganization as if the 
Reorganization had taken place as of April 1, 1997
</TABLE>


Examples
	
	The following examples are intended to assist an investor in 
understanding the various costs that an investor will bear directly or 
indirectly.  The examples assume payment of operating expenses at the levels 
set forth in the tables above.
<TABLE>
<CAPTION>
<S>				<C>	<C>	<C>	<C>
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	3 Years 	5 Years	10 Years

Class A
  National Portfolio		$47	$61	$77	$124
  Ohio Portfolio			48	64	82	133
  Pro Forma			47	61	77	124

Class B
  National Portfolio		$57	$68	$76	$132
  Ohio Portfolio			58	71	81	142
  Pro Forma			57	68	76	132

Class C
  National Portfolio		$23	$40	$70	$153
  Ohio Portfolio			24	42	73	161
  Pro Forma			23	40	70	153

Class Y
  National Portfolio		$ 6	$18	$31	$69
  Ohio Portfolio			6	20	35	79
  Pro Forma			6	18	31	69
</TABLE> 



<TABLE>
<S>				<C>	<C>	<C>	<C>
An investor would pay the
following expenses on the
same annual return and no
redemption:			1 Year	3 Years 	5 Years	10Years

Class A
  National Portfolio		$47	$61	$77	$124
  Ohio Portfolio			48	64	82	133
  Pro Forma			47	61	77	124

Class B
  National Portfolio		$12	$38	$66	$132 
  Ohio Portfolio			13	41	71	142 
  Pro Forma			12	38	66	132 

Class C
  National Portfolio		$13	$40	$70	$153 
  Ohio Portfolio			14	42	73	161 
  Pro Forma			13	40	70	153 

Class Y		
  National Portfolio		$6	$18	$31	$69 
  Ohio Portfolio			6	20	35	79 
  Pro Forma			6	18	31	69 
</TABLE>

	The examples also provide 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 Portfolio's actual return will vary and may 
be greater or less than 5.00%.  These examples should not be considered 
representations of past or future expenses and actual expenses may be greater 
or less than those shown.


SUMMARY

	This summary is qualified in its entirety by reference to the additional 
information contained elsewhere in this Prospectus/Proxy Statement, the 
Prospectuses of the National Portfolio and the Ohio Portfolio dated July 29, 
1997, the Statement of Additional Information of Smith Barney Muni Funds dated 
July 29, 1997, and the Plan, a copy of which is attached to this 
Prospectus/Proxy Statement as Exhibit A.

	Proposed Reorganization.  The Plan provides for the transfer of all or 
substantially all of the assets of the Ohio Portfolio in exchange for shares 
of the National Portfolio and the assumption by the National Portfolio of all 
stated liabilities of the Ohio Portfolio.  The Plan also calls for the 
distribution of shares of the National Portfolio to the Ohio Portfolio 
shareholders in liquidation of the Ohio Portfolio. As a result of the 
Reorganization, each shareholder of the Ohio Portfolio will become the owner 
of that number of full and fractional shares of the National Portfolio having 
an aggregate net asset value equal to the aggregate net asset value of the 
shares of the Ohio Portfolio held by the shareholder, as of the close of 
business on the date that the Ohio Portfolio's assets are exchanged for shares 
of the National Portfolio. (Shareholders of Class A, Class B, Class C and 
Class Y shares of the Ohio Portfolio will receive Class A, Class B, Class C 
and Class Y shares, respectively, of the National Portfolio.)  See 
"Information About the Reorganization."

	For the reasons set forth below under "Reasons for the Reorganization," 
the Board of Trustees of Smith Barney Muni Funds (the "Fund"), including all 
of the Trustees who are "interested persons" of the Fund within the meaning of 
the Investment Company Act of 1940, as amended (the "1940 Act") (the 
"Independent Trustees"), have unanimously concluded that the Reorganization 
would be in the best interests of the shareholders of the Ohio Portfolio and 
that the interests of the Ohio Portfolio's shareholders will not be diluted as 
a result of the Reorganization, and therefore has submitted the Plan for 
approval by the Ohio Portfolio's shareholders.  The Board of Trustees of the 
Fund (the "Board") reached similar conclusions with respect to the National 
Portfolio and also approved the Reorganization with respect to the National 
Portfolio. 

	Approval of the Reorganization will require the affirmative vote of a 
majority of the shares of the Ohio Portfolio represented in person or by proxy 
at the Meeting.  The presence in person or by proxy of the holders of record 
of one-third of the shares of the Ohio Portfolio will constitute a quorum at 
the Meeting.  For purposes of voting with respect to the Reorganization, the 
Class A, Class B, Class C and Class Y shares, if any, of the Ohio Portfolio 
will vote together as a single class.  

	Tax Consequences.  Prior to the Reorganization, as described more fully 
below under "Information about the Reorganization--Federal Income Tax 
Consequences," the Fund will have received an opinion from counsel to the 
effect that, upon the Reorganization, no gain or loss will be recognized by 
the Ohio Portfolio or its shareholders for Federal income tax purposes; the 
holding period and tax basis of shares of the National Portfolio that are 
received by each Ohio Portfolio shareholder will be the same as the holding 
period and tax basis of the shares of the Ohio Portfolio previously held by 
such shareholder;  and that the holding period and tax basis of the assets of 
the Ohio Portfolio in the hands of the National Portfolio as a result of the 
Reorganization will be the same as in the hands of the Ohio Portfolio 
immediately prior to the Reorganization.

	Investment Objectives and Policies.  The Ohio Portfolio and the National 
Portfolio both seek as high a level of income exempt form Federal income taxes 
as is consistent with prudent investing.  In addition, the Ohio Portfolio 
invests primarily in obligations issued by the State of Ohio and its political 
subdivisions, agencies and instrumentalities.  The Ohio Portfolio shareholders 
will no longer be invested in a fund which seeks to provide income eligible 
for their state tax exemption if they become shareholders of the National 
Portfolio, since the National Portfolio generally does not seek income exempt 
from Ohio taxes.

	The Portfolios have similar investment policies.  Each of the Portfolios 
may invest in municipal obligations of varying maturities, and each typically 
invests in securities with remaining maturities of 5 to 30 years.  The 
Portfolios have substantially the same policies pertaining to the credit 
ratings of the municipal obligations in which they invest. For a more 
extensive discussion of the similarities and differences between the 
investment policies and restrictions of the National Portfolio and the Ohio 
Portfolio, see "Comparison of Investment Objectives and Policies."

	While the Ohio Portfolio may invest up to 15% of its net assets in 
illiquid securities, the National Portfolio is currently subject to a 10% 
restriction in this regard.  The Board of Trustees has reviewed the 10% 
restriction and has recommended that it be increased to 15%, the maximum limit 
under SEC staff interpretations.

	The Ohio Portfolio is a "non-diversified" fund under the 1940 Act, 
whereas the National Portfolio is a "diversified" fund.  Under the 1940 Act, 
with respect to 75% of a diversified fund's assets, no more than 5% of the 
fund's assets may be invested in one issuer.  With respect to municipal 
securities, the issuers consist of either a particular state (for a general 
obligation bond or note) or the particular facility which backs the payment 
obligation under a revenue bond.  At certain times, a non-diversified fund can 
take advantage of favorable investment opportunities by investing more heavily 
in one issuer, involving more than 5% of the fund's assets.  This could 
provide additional flexibility for the investment of a non-diversified fund's 
assets. However, such flexibility is usually viewed as more useful to a single 
state municipal bond fund (such as the Ohio Portfolio), which has less 
flexibility to make investments in municipal issuers outside the state.  
Because the National Portfolio may invest more broadly among issuers in 
various states, there are more issuers from which to choose.  In addition, the 
diversified status of the National Portfolio may be viewed as providing a 
lower risk profile, since credit risks involved with investments in particular 
issuers will be limited by the greater level of diversification.  Moreover, 
the ability of the Ohio Portfolio to utilize its non-diversified status is 
limited somewhat by certain asset diversification requirements that must be 
met under Subchapter M of the Internal Revenue Code in order for it to obtain 
"flow-through" tax treatment.  The asset diversification requirements under 
Subchapter M are similar to the requirements for a diversified status under 
the 1940 Act, except that the Subchapter M diversification requirements 
limiting investments in the same issuer to no more than 5% of a fund's assets 
and to 10% of the issuer's voting securities are applicable only with respect 
to 50% (rather than 75%) of the assets of the fund, and must be met only on a 
quarterly basis (rather than at all times when an investment is made).

	Purchase and Redemption Procedures.  Purchases of shares of the National 
Portfolio and the Ohio Portfolio may be made through a brokerage account 
maintained with Smith Barney Inc. ("Smith Barney"), the Fund's distributor, a 
broker that clears securities transactions through Smith Barney on a fully 
disclosed basis (an "Introducing Broker") or an investment dealer in the 
selling group, at their respective public offering prices (net asset value 
next determined plus any applicable sales charge).  Class A shares of both 
Portfolios are subject to a maximum initial sales charge of 4.00% of the 
public offering price. Purchases of Class A shares of both Portfolios, which 
when combined with current holdings of Class A shares offered with a sales 
charge equal or exceed $500,000 in the aggregate, will be made at net asset 
value with no sales charge, but will be subject to a CDSC of 1.00% on 
redemptions within 12 months. Class B shares of both Portfolios are offered at 
net asset value subject to a maximum CDSC of 4.50% of redemption proceeds, 
declining by .50% the first year after purchase and by 1.00% each year 
thereafter to zero. The Class B shares' distribution fee may cause that Class 
to have higher expenses and pay lower dividends than Class A shares. Class C 
shares of both Portfolios are sold without an initial sales charge but are 
subject to higher ongoing expenses than Class A shares, and a CDSC is payable 
upon certain redemptions.  Class Y shares of both Portfolios are sold without 
an initial sales charge or CDSC, and are available only to investors investing 
a minimum of $5,000,000.

	Class A shares, except as set forth in the preceding paragraph, and 
Class Y shares of both Portfolios may be redeemed, at their respective net 
asset values per share next determined, without charge.  Class B shares of 
both Portfolios may be redeemed at their net asset value per share subject to 
a CDSC of 4.50% on the lower of the original cost or redemption proceeds, 
declining by 0.50% the first year after purchase and by 1.00% each year 
thereafter. Class C shares of both Portfolios may be redeemed at their net 
asset value per share, subject to a CDSC of 1.00% if such shares are redeemed 
during the first 12 months following their purchase. Shares of both Portfolios 
held by Smith Barney as custodian must be redeemed by submitting a written 
request to a Smith Barney Financial Consultant. All other shares may be 
redeemed through a Smith Barney Financial Consultant, Introducing Broker or 
dealer in the selling group or by forwarding a written request for redemption 
to the transfer agent, First Data Investor Services Group, Inc. ("First 
Data").  See "Redemption of Shares" in the accompanying Prospectus of the 
National Portfolio.

	Exchange Privileges.  The exchange privileges available to shareholders 
of the National Portfolio are identical to those available to shareholders of 
the Ohio Portfolio. Shareholders of both the Ohio Portfolio and the National 
Portfolio may exchange at net asset value all or a portion of their shares for 
shares of the same Class in certain funds of the Smith Barney Mutual Funds.  
Any exchange will be a taxable event for which a shareholder may have to 
recognize a gain or a loss under Federal income tax provisions.  No initial 
sales charge is imposed on the shares being acquired, and no CDSC is imposed 
on the shares being disposed of, through an exchange.  However, a sales charge 
differential may apply to exchanges of Class A shares with other Smith Barney 
Mutual Funds.  With respect to Class B and Class C shares of the Portfolios, 
the Class B and Class C shares acquired in the exchange will be deemed to have 
been purchased on the same date as the Class B and Class C shares that were 
exchanged. See "Exchange Privilege" in the accompanying Prospectus of the 
National Portfolio.
   
	Dividends.  The dividend and distribution policies of both Portfolios 
are identical. Each Portfolio's policy is to declare and pay dividends monthly 
from substantially all of the Portfolio's net investment income, and both 
Portfolios declare and distribute any realized capital gains annually. Unless 
a shareholder otherwise instructs, dividends and capital gains distributions 
are reinvested automatically in additional shares of the same Class at net 
asset value, subject to no sales charge or CDSC.  The distribution option 
currently in effect for a shareholder of the Ohio Portfolio will remain in 
effect after the Reorganization. After the Reorganization, however, the former 
Ohio Portfolio shareholders may change their distribution option at any time 
by contacting a Smith Barney Financial Consultant. See "Dividends, 
Distributions and Taxes" in the accompanying prospectus of the National 
Portfolio.
    
	Shareholder Voting Rights.  Both the National and Ohio Portfolios are 
separate series of Smith Barney Muni Funds, a Massachusetts business trust. 
Shareholders of both Portfolios have identical voting rights. Neither 
Portfolio holds meetings of shareholders annually, and as permitted by 
Massachusetts law, normally no meeting of shareholders is held 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 that time, the 
Trustees of the Fund then in office will call a shareholders' meeting for the 
election of Trustees.  For purposes of voting with respect to the 
Reorganization, the Class A, Class B, Class C and Class Y shares, if any, of 
the Ohio Portfolio shall vote together as a single class.

	In addition, under the laws of the Commonwealth of Massachusetts, 
shareholders of the Portfolios do not have appraisal rights in connection with 
a combination or acquisition of the assets of their Portfolio by another 
entity.  Shareholders of the Ohio Portfolio will continue to have the right to 
redeem their shares at net asset value (subject to any applicable CDSC) prior 
to the date of the Reorganization.

RISK FACTORS

	Due to the similarities of the investment objectives and policies of the 
National Portfolio and the Ohio Portfolio, the investment risks are also 
similar. Such risks are generally those typically associated with investing 
primarily in municipal obligations.  In addition, the Ohio Portfolio's 
investment risks include those risks typically associated with investing 
primarily in obligations issued by a single state and its political 
subdivisions, agencies and instrumentalities. Such risks are discussed under 
the caption "Comparison of Investment Objectives and Policies."

REASONS FOR THE REORGANIZATION

	The Board of Trustees of the Fund has determined that it is advantageous 
to combine the Ohio Portfolio with the National Portfolio.  Both Portfolios 
seek as high a level of income exempt from Federal income tax as is consistent 
with prudent investing, although the Ohio Portfolio also seeks income exempt 
from the personal income taxes of Ohio.  Both Portfolios have similar 
investment policies and the same Manager and shareholder servicing agent.  In 
reaching this conclusion, the Trustees considered a number of factors as 
described below.

	Among the factors considered by the Board was the Manager's 
representation that the Ohio Portfolio does not have sufficient assets to 
justify maintaining it as a stand-alone fund.  At a September 4, 1996 meeting, 
the Board of Trustees was advised that the Ohio Portfolio, which had been in 
existence for more than two years, had only $8.9 million in assets as of June 
28, 1996.  In contrast, the assets of the National Portfolio reached $397 
million as of June 28, 1996.  The Board was also informed that the Ohio 
Portfolio's assets had been growing at a very slow rate and that there was no 
foreseeable potential for significant future growth.  In addition, the Manager 
reminded the Trustees that it had been subsidizing the Ohio Portfolio by 
waiving its management fee and absorbing expenses since the Ohio Portfolio's 
inception and noted that it may be unwilling to continue such subsidies 
indefinitely.  The Board considered that without these subsidies the Ohio 
Portfolio would have had substantially higher expense ratios and, as a result, 
significantly lower performance.  Specifically, the Board of Trustees was 
shown financial information as of June 28, 1996 which indicated that, without 
Smith Barney's subsidies, the total expenses of each of the Ohio Portfolio's 
Classes would be more than five times greater--going from 0.30% to 1.58%--for 
Class A shares, and more than doubled--going from 0.83% to 2.14%--for Class B 
shares and from 0.89% to 2.20% for Class C shares.  The Trustees were also 
shown pro forma information which indicated that the total expense ratio of 
the Class A shares of the combined fund (assuming the same level of assets of 
each Portfolio as of June 28, 1996)  would be 0.70%--a decrease of 0.88% from 
the unsubsidized total expense ratio of Class A shares of the Ohio Portfolio, 
and the total expense ratio of the Class B shares of the combined fund would 
be 1.19%--a decrease of 0.95% from the unsubsidized total expense ratio of the 
Class B shares of the Ohio Portfolio. With respect to Class C shares, the pro 
forma information showed that the total expense ratio of Class C shares of the 
combined fund would be 1.27%--a decrease of 0.93% from the unsubsidized total 
expense ratio of the Class C shares of the Ohio Portfolio.	

	The Board of Trustees also considered that the Reorganization would 
permit the shareholders of the Ohio Portfolio to pursue similar investment 
goals in a larger fund.  A larger fund should enhance the ability of the 
Manager to effect portfolio transactions on more favorable terms and give the 
Manager greater investment flexibility and the ability to select a larger 
number of portfolio securities, with the attendant benefits of increased 
diversification.  In addition, the larger aggregate asset base could 
potentially result in lower overall expense ratios through the spreading of 
both fixed and variable costs of Portfolio operations over a larger asset 
base.  As a general rule, economies can be expected to be realized with 
respect to fixed expenses, such as costs of printing and fees for professional 
services, although expenses that are based on the value of assets or the 
number of shareholder accounts, such as custody assets, would be largely 
unaffected by the Reorganization.  In addition, the Trustees were advised that 
the Reorganization would not have a material impact on the operating costs of 
the National Portfolio and would be effected as a tax-free reorganization.

	In light of the foregoing, the Board of Trustees of the Fund, including 
all of the Independent Trustees, determined that it is in the best interests 
of the Ohio Portfolio and its shareholders to combine with the National 
Portfolio.  The Trustees also determined that a combination of the Ohio 
Portfolio and the National Portfolio would not result in a dilution of the 
interests of the Ohio Portfolio shareholders.

	The Board of Trustees also determined that it is advantageous to the 
National Portfolio to acquire the assets of the Ohio Portfolio.  Among other 
reasons, the Board considered that (1) the impact of the Reorganization on the 
current expenses of the National Portfolio will be minimal; and (2) the 
Reorganization will be effected as a tax-free reorganization.  Accordingly, 
the Trustees of the Fund, including a majority of the non-interested Trustees, 
determined that the Reorganization is in the best interests of the National 
Portfolio's shareholders and that the interests of National Portfolio 
shareholders will not be diluted as a result of the Reorganization.


INFORMATION ABOUT THE REORGANIZATION

	Plan of Reorganization.  The following summary of the Plan is qualified 
in its entirety by reference to the Plan, which is attached as Exhibit A 
hereto.  The Plan provides that the National Portfolio will acquire all or 
substantially all of the assets of the Ohio Portfolio in exchange for shares 
of the National Portfolio and the assumption by the National Portfolio of all 
stated liabilities of the Ohio Portfolio on December 5, 1997, or such later 
date as may be agreed upon by the parties (the "Closing Date").  

	Prior to the Closing Date, the Ohio Portfolio will endeavor to discharge 
all of its known liabilities and obligations.  The National Portfolio will not 
assume any liabilities or obligations of the Ohio Portfolio other than those 
reflected in an unaudited statement of assets and liabilities of the Ohio 
Portfolio prepared as of the close of regular trading on the New York Stock 
Exchange, Inc. (the "NYSE"), currently 4:00 p.m. New York City time, on the 
Closing Date.  The number of full and fractional Class A, Class B, Class C and 
Class Y shares of the National Portfolio to be issued to the Ohio Portfolio 
shareholders will be determined on the basis of the National Portfolio's and 
the Ohio Portfolio's relative net asset values per share for Class A, Class B, 
Class C and Class Y shares, respectively, computed as of the close of regular 
trading on the NYSE on the Closing Date.  The net asset value per share of 
each Class will be determined by dividing assets, minus liabilities, by the 
total number of outstanding shares.

	Both the Ohio Portfolio and the National Portfolio utilize the same 
procedures to determine the value of their respective portfolio securities.  
This method of valuation will be employed for the Reorganization and will be 
consistent with the requirements set forth in each Portfolio's Prospectus, 
Rule 22c-1 under the 1940 Act, and with the interpretation of such rule by the 
SEC's Division of Investment Management.

	At or prior to the Closing Date, the Ohio Portfolio will, and the 
National Portfolio may, declare a dividend or dividends which, together with 
all previous such dividends, shall have the effect of distributing to their 
respective shareholders all taxable income for the taxable year ending on or 
prior to the Closing Date (computed without regard to any deduction for 
dividends paid). In addition, the Ohio Portfolio's dividend will include all 
of its net capital gains realized in the taxable year ending on or prior to 
the Closing Date (after reductions for any capital loss carry forward).

	On or as soon after the Closing Date as conveniently practicable, the 
Ohio Portfolio will liquidate and distribute pro rata to shareholders of 
record as of the close of business on the Closing Date the full and fractional 
shares of the National Portfolio received by the Ohio Portfolio.  Such 
liquidation and distribution will be accomplished by the establishment of 
accounts in the names of the Ohio Portfolio's shareholders on the share 
records of the National Portfolio's shareholder servicing agent.  Each account 
will represent the respective pro rata number of full and fractional shares of 
the National Portfolio due to each of the Ohio Portfolio's shareholders.  
After such distribution has been made and the winding up of its affairs the 
Ohio Portfolio will be terminated.

	The consummation of the Reorganization is subject to the conditions set 
forth in the Plan. Notwithstanding approval of the Ohio Portfolio's 
shareholders, the Plan may be terminated at any time at or prior to the 
Closing Date by the Board.

	As of February 28, 1997, Smith Barney Inc. ("Smith Barney"), the 
distributor of the Portfolios and an affiliate of the Manager, owned 11.2% of 
the outstanding shares of the Ohio Portfolio.  The 1940 Act generally 
prohibits an "affiliated person" from selling a security or other property to 
a fund or from purchasing a security from a fund, and when funds have common 
affiliated persons, transfers of securities between the funds are generally 
prohibited.  These provisions could be deemed to prohibit the transfers 
contemplated by the Plan in view of Smith Barney's ownership of a significant 
number of shares of the Ohio Portfolio.

	However, the 1940 Act also provides that the SEC shall issue an order 
granting an exemption from these prohibitions if, among other requirements, 
evidence establishes that (1) the terms of the proposed transaction, including 
the consideration to be paid or received, are reasonable and fair and do not 
involve overreaching on the part of any person concerned, (2) the proposed 
transaction is consistent with the investment policies of each fund, and (3) 
the proposed transaction is consistent with the general purposes of the 1940 
Act.  The Fund, the Manager and Smith Barney have filed an application with 
the SEC for such an order, and the Fund believes that the applicants meet the 
applicable standards for the receipt of the order.  However, there can be no 
assurance that the SEC will issue the order.  The Portfolios do not intend to 
effect the Reorganization without receiving the order from the SEC.

	Pursuant to the Fund's Declaration of Trust, approval of the 
Reorganization will require the affirmative vote of a majority of the shares 
of the Ohio Portfolio represented in person or by proxy and entitled to vote 
at a meeting of shareholders at which a quorum is present, as determined in 
accordance with the By-Laws.  According to the By-Laws, the presence in person 
or by proxy of the holders of record of one-third of the shares of the Ohio 
Portfolio issued and outstanding and entitled to vote will constitute a 
quorum.  For purposes of voting on the Reorganization, the Class A, Class B, 
Class C and Class Y shares, if any, of the Ohio Portfolio will vote together 
as a single class.  

	Description of the National Portfolio's Shares.  Full and fractional 
shares of the respective classes of shares of the National Portfolio will be 
issued to the Ohio Portfolio in accordance with the procedures detailed in the 
Plan and as described in the National Portfolio's Prospectus.  Generally, the 
National Portfolio does not issue share certificates to shareholders unless a 
specific request is submitted to the National Portfolio's shareholder 
servicing agent.  The shares of the National Portfolio to be issued to the 
Ohio Portfolio shareholders and registered on the shareholder records of the 
shareholder servicing agent will have no preemptive rights.  See "Information 
on Shareholders Rights" and the Prospectus of the National Portfolio for 
additional information with respect to the shares of the National Portfolio.

	Federal Income Tax Consequences.  For Federal income tax purposes, the 
exchange of assets of the Ohio Portfolio for shares of the National Portfolio 
is intended to qualify as a tax-free reorganization under Section 368(a) of 
the Internal Revenue Code of 1986, as amended (the "Code").  As a condition to 
the closing of the Reorganization, the Ohio Portfolio and the National 
Portfolio will receive an opinion from Sullivan & Cromwell to the effect that, 
on the basis of certain assumptions by counsel and certain representations by 
the Ohio and National Portfolios, as well as the existing provisions of the 
Code, U.S. Treasury regulations issued thereunder, current administrative 
rules, pronouncements and court decisions, for Federal income tax purposes, 
upon consummation of the Reorganization, the following will apply:

	(1) 	the transfer of all or substantially all of the Ohio 
Portfolio's assets in exchange for the National Portfolio's 
shares and the assumption by the National Portfolio of all 
stated liabilities of the Ohio Portfolio will constitute a 
"reorganization" within the meaning of Section 368(a)(1)(C) 
of the Code, and the National Portfolio and the Ohio 
Portfolio will each be a "party to a reorganization" within 
the meaning of Section 368(b) of the Code; 

	(2) 	no gain or loss will be recognized by the National Portfolio 
upon the receipt of the assets of the Ohio Portfolio in 
exchange solely for the National Portfolio's shares and the 
assumption by the National Portfolio of all stated 
liabilities of the Ohio Portfolio; 

	(3) 	no gain or loss will be recognized by the Ohio Portfolio 
upon the transfer of the Ohio Portfolio's assets to the 
National Portfolio in exchange solely for the National 
Portfolio's shares and the assumption by the National 
Portfolio of all stated liabilities of the Ohio Portfolio or 
upon the distribution (whether actual or constructive) of 
the National Portfolio's shares to the Ohio Portfolio's 
shareholders; 

	(4) 	no gain or loss will be recognized by shareholders of the 
Ohio Portfolio upon the exchange, pursuant to the 
Reorganizaiton, of their Ohio Portfolio shares for the 
National Portfolio shares; 

	(5) 	the aggregate tax basis of the National Portfolio shares to 
be received by each Ohio Portfolio shareholder pursuant to 
the Reorganization will be the same as the aggregate tax 
basis of the Ohio Portfolio shares surrendered in exchange 
therefor and the holding period of the National Portfolio 
shares to be received by each Ohio Portfolio shareholder 
will include the period during which the shares of the Ohio 
Portfolio which are surrendered in exchange therefor were 
held by such shareholder (provided the Ohio Portfolio shares 
were held as capital assets on the date of the 
Reorganization); and

	(6)	the tax basis of the Ohio Portfolio's assets to be acquired 
by the National Portfolio will be the same as the tax basis 
of such assets to the Ohio Portfolio immediately prior to 
the Reorganization. The holding period of the assets of the 
Ohio Portfolio in the hands of the National Portfolio will 
include the period during which such assets were held by the 
Ohio Portfolio. 

	The foregoing opinion may state that no opinion is expressed as to the 
effect of the Reorganization on the National Portfolio, the Ohio Portfolio or 
the Ohio Portfolio's shareholders in respect of any asset as to which 
unrealized gain or loss is required to be recognized for U.S. federal income 
tax purposes at the end of each year under a mark-to-market system of 
accounting.  The opinion may further state that the tax consequences described 
therein may not apply to the Ohio Portfolio shareholders that acquired shares 
upon the exercise of employee stock options or otherwise as compensation, that 
hold their shares as part of a "straddle" or "conversion transaction" or that 
are insurance companies, securities dealers, financial institutions or foreign 
persons.

	Shareholders of the Ohio Portfolio should consult their tax advisors 
regarding the effect, if any, of the proposed Reorganization in light of their 
individual circumstances.  Since the foregoing discussion only relates to the 
Federal income tax consequences of the Reorganization, shareholders of the 
Ohio Portfolio should also consult their tax advisors as to state and local 
tax consequences, if any, of the Reorganization.

	Capitalization.  The following table, which is unaudited, shows the 
capitalization of the National Portfolio and the Ohio Portfolio as of August 
29, 1997 and on a pro forma basis as of that date, giving effect to the 
proposed acquisition of assets at net asset value:
<TABLE>
<CAPTION>
<S>			<C>		<C>		<C>
(In thousands, except			
per share values)			
			
(Unaudited)		National		Ohio		Pro forma for
			Portfolio		Portfolio		Reorganization
			
Net Assets		$384,896,084	$7,353,254	$392,249,338

Net asset value per share			
	Class A		$14.03		$12.61		$14.03
	Class B		14.04		12.57		14.04
	Class C		14.01		12.58		14.01
			
Shares outstanding			
	Class A		25,365,435	241,550		25,582,537
	Class B		1,003,409	274,793		1,249,431
	Class C		1,057,568	67,765		1,118,416
</TABLE>

As of the Record Date, there were 241,550 outstanding Class A shares, 270,856 
outstanding Class B shares, and 67,765 outstanding Class C shares of the Ohio 
Portfolio and 25,130,553 outstanding Class A shares, 1,012,652 outstanding 
Class B shares, and 1,060,505 outstanding Class C shares of the National 
Portfolio.  As of the Record Date, there were no outstanding Class Y shares of 
either the Ohio Portfolio or the National Portfolio.  As of the Record Date, 
the officers and Trustees of Smith Barney Muni Funds as a group beneficially 
owned less than 1% of the outstanding shares of the Ohio Portfolio and the
National Portfolio, respectively.  Except as set forth below, to the best
knowledge of the Trustees of the Fund, as of the Record Date, no shareholder
or "group" (as that term is used in Section 13(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), owned beneficially or of record 5% or more
of a Class of shares of the Portfolios except as indicated below.    

<TABLE>
<CAPTION>
<S>				<C>			<C>		<C>
							Percentage of Class Owned of Record
								or Beneficially

Name and			Portfolio and		As of the	Upon Consummation
Address				Class			Record Date	of the Reorganization

Smith Barney Inc.		Ohio Class A		29.28		less than 1%
c/o Sam Harris
Capital Market
388 Greenwich Street
New York, NY 10013

Anne C. Eiselstein TTEE		Ohio Class A		5.39		less than 1%
FBO William E. Eiselstein
U/A/D 10/18/96
P.O. Box 344
South Point, OH 45680-0344

Robert Burnett			Ohio Class B		5.37		1.04
Sub 1
18078 Williamsburg Oval
Strongsville, OH 44136-7093

Merle E. Troutwine and		Ohio Class C		20.32		1.10
Dorothy D. Troutwine JTWROS
1229 Broadway
Greenville, OH 45331-2450

Plaford E. Meredith		Ohio Class C		13.70		less than 1%
5063 Waterloo Road
Atwater, OH 44201-9345

Sandhya R. Nuthakki		Ohio Class C		7.28		less than 1%
Municipal Bond Account
4625 Schrubb Drive
Kettering, OH 45429-1984

Catherine Dare			Ohio Class C		6.58		less than 1%
1110 Main Street
Hamilton, OH 45013-1604

Nancy L. Schardt			Ohio Class C		5.90		less than 1%
1648 West Alex-Bell Road
Dayton, OH 45459-1246

James R. Sheele			National Class B		19.99		16.12
P.O. Box 2477
Williston, ND 58802-2477
</TABLE>


PERFORMANCE INFORMATION FOR THE NATIONAL PORTFOLIO

		Management's Discussion and Analysis of Market Conditions and 
Portfolio Review (through March 31, 1997)

The National Portfolio's Performance and Investment Strategy

	For the year ended March 31, 1997, the Class A shares of the National 
Portfolio generated a total return of 5.41%.  In comparison, the National 
Portfolio's Lipper Analytical Services, Inc. peer group average posted a total 
return of 4.81% for the same period.  Lipper Analytical Services, Inc. is an 
independent fund tracking organization.

	Over the past fiscal year (ended March 31, 1997), the National Portfolio 
distributed dividends totaling $0.79 per Class A share; based on its net asset 
value (NAV) of $13.60 as of March 31, 1997 for Class A shares, this equates to 
an annualized distribution rate of 5.81%.  For an individual in the federal 
income tax bracket of 36%, the National Portfolio's tax-free yield of 5.81% is 
equivalent to a taxable yield of 9.06%.  According to the Internal Revenue 
Service, approximately 10% of U.S. taxpayers fall into the 36% federal income 
tax bracket.

	The National Portfolio seeks to provide investors with as high a level 
of current income exempt from federal income taxes as is consistent with a 
prudent investment approach.  The National Portfolio has a bias towards good 
quality and higher coupon bonds, and Management tends to emphasize income 
rather than seeking total return through capital gains.  It is noteworthy that 
the National Portfolio's superior long-term total return performance has been 
accomplished with minimal capital gains distributions.  In addition, as a 
general rule, Management pays closer attention to the coupon, maturity and 
call structures of the National Portfolio's holdings rather than the specific 
purpose for which these municipal bonds are being issued.

	During the past fiscal year (ended March 31, 1997), the National 
Portfolio retained its high-quality orientation, broad sector diversification 
and good call protection.  As of March 31, 1997, the National Portfolio's 
average weighted maturity was approximately 19 years and approximately 97% of 
the National Portfolio's holdings were rated investment grade (BBB/Baa and 
higher) by either Standard & Poor's Rating Service or Moody's Investor 
Service, Inc., with approximately 41% of the National Portfolio's investments 
rated AAA.  Standard & Poor's Rating Service and Moody's Investor Services, 
Inc. are two major credit reporting and bond rating agencies.  As of March 31, 
1997, the National Portfolio's largest holdings were concentrated in hospital 
bonds (14.9%), single-family mortgage bonds (8.8%), escrowed to maturity bonds 
(8.7%) and pollution-control bonds (8.7%).

Market and Economic Overview

	The U.S. bond market experienced considerable volatility throughout the 
year ended March 31, 1997.  In early 1996, a significant bond market sell-off 
was precipitated by a pick-up in inflationary fears that was caused by 
unexpected strength in the U.S. economy and concerns that the Federal Reserve 
Board ("Fed") would tighten rates in response.  In retrospect, those concerns 
were unfounded because Fed monetary policy did not change throughout 1996.  In 
fact, as U.S. economic growth moderated and concerns about Fed tightening 
eased, bond prices improved significantly.

	After his now-infamous remarks regarding "irrational exuberance" in the 
stock market in December, Fed chairman Alan Greenspan continued to warn 
investors about the possible re-emergence of higher inflation in the U.S. 
economy.  In response to a steady stream of strong economic reports, the Fed 
raised the federal funds rate by 25 basis points, or 0.25%, in late March of 
this year. The federal funds rate is the interest rate banks charge each other 
for overnight loans and is a closely watched indicator of the direction of 
interest rates.

HISTORICAL PERFORMANCE (UNAUDITED)

Growth of $10,000 Invested in Class A Shares of
 the National Portfolio vs.
 Lehman Long Bond Index +

March 1987 -- March 1997


<TABLE>
<CAPTION>
<S>	<C>			<C>
				Lehman Long
Date	National Portfolio 	Bond Index
		
3/87	$9,600		$10,000
9/87			$9,366
3/88	$9,464		$10,154
9/88			$10,795
3/89	$10,484		$11,224
9/89			$11,938
3/90	$11,452		$12,470
9/90			$12,686
3/91	$12,464		$13,649
9/91			$14,626
3/92	$13,822		$15,202
9/92			$16,306
3/93	$15,709		$17,428
9/93			$18,874
3/94	$16,166		$17,627
9/94			$17,826
3/95	$17,172		$19,154
9/95			$20,127
3/96	$18,689		$20,914
9/96			$21,818
3/97	$19,700		$22,232
</TABLE>

+	Hypothetical illustration of $10,000 invested in Class A shares on March 
31, 1987, assuming deduction of the maximum 4.00% sales charge at the time 
of investment and reinvestment of dividends (after deduction of applicable 
sales charges through November 6, 1994, and thereafter at net asset value) 
and capital gains (at net asset value) through March 31, 1997.  The Lehman 
Long Bond Index is a broad based, total return index, comprised of 8,000 
actual bonds which are all investment grade, fixed rate, long term 
maturities (greater that twenty-two years) and are selected from issues 
larger than $50 million dated since January 1984.  The index is unmanaged 
and is not subject to the same management and trading expenses as a mutual 
fund.  The performance of the Portfolio's other classes may be greater or 
less than the Class A shares' performance indicated on this chart, 
depending on whether greater or lesser sales charges and fees were incurred 
by shareholders investing in other classes.

	All figures represent past performance and are not a guarantee of future 
results.  Investment returns and principal value will fluctuate, and 
redemption values may be more or less than the original cost.  No 
adjustment has been made for shareholder tax liability on dividends or 
capital gains.


COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

	The following discussion, which summarizes the investment objectives, 
policies and restrictions of the National Portfolio and the Ohio Portfolio, is 
based upon and qualified in its entirety by the discussions, objectives, 
policies and restrictions in the Prospectuses of the National Portfolio and 
the Ohio Portfolio. For a full discussion of these issues as they relate to 
the National Portfolio, refer to the Prospectus which accompanies this 
Prospectus/Proxy Statement under the caption "Investment Objective and 
Management Policies" and for a discussion of these issues as they relate to 
the Ohio Portfolio, refer to the Ohio Portfolio Prospectus under the same 
caption. 

	Investment Objective.  The principal investment objective of the 
National Portfolio and of the Ohio Portfolio is that each seeks as high a 
level of income exempt from Federal income taxes as is consistent with prudent 
investing, although the Ohio Portfolio also seeks income exempt from the 
personal income taxes of Ohio.  Both the National Portfolio's and the Ohio 
Portfolio's investment objective is fundamental and, as such, may be changed 
only by the "vote of a majority of the outstanding voting securities," as 
defined in the 1940 Act.  

	Investment Policies.  The investment policies of the National Portfolio 
and the Ohio Portfolio described below under "Primary Investments" are non-
fundamental (except as otherwise noted) and, as such, may be changed by the 
Board without shareholder approval, provided such change is not prohibited by 
any fundamental investment restriction, or by applicable law, and any such 
change will first be disclosed in the then current prospectus.

	Primary Investments. The National Portfolio and the Ohio Portfolio 
invest primarily in municipal obligations.  Each Portfolio invests in 
municipal obligations of varying maturities but typically invests in 
securities with remaining maturities of 5 to 30 years.  The Portfolios operate 
subject to a fundamental policy that, under normal market conditions, the 
Portfolios will seek to invest at least 100% of their assets and the 
Portfolios will not invest less than 80% of their assets in municipal 
obligations the interest on which is exempt from Federal income taxes (other 
than the alternative minimum tax). The Ohio Portfolio also operates subject to 
a fundamental policy providing that, under normal market conditions, the 
Portfolio will invest at least 65% of its total assets in municipal 
obligations the interest on which is also exempt from the personal income 
taxes of the State of Ohio. Such obligations are issued to raise money for a 
variety of public projects that enhance the quality of life including health 
facilities, housing, airports, schools, highways and bridges.  In addition, 
both Portfolios may invest up to 20% of their assets in taxable fixed-income 
securities but only in obligations issued or guaranteed by the full faith and 
credit of the United States.

	Municipal bonds purchased for both Portfolios must, at the time of 
purchase, be investment-grade municipal bonds and at least two-thirds of the 
Portfolios' municipal bonds must be rated in the category of A or better. 
Investment grade bonds are those rated Aaa, Aa, A and Baa by Moody's Investors 
Service, Inc. ("Moody's") and AAA, AA, A and BBB by Standard & Poor's 
Corporation ("S&P") or have an equivalent rating by any nationally recognized 
statistical rating organization; pre-refunded bonds escrowed by U.S. Treasury 
obligations will be considered AAA-rated even though the issuer does not 
obtain a new rating. Up to one-third of the assets of the Portfolios may be 
invested in municipal bonds rated Baa or BBB or in unrated municipal bonds if, 
based upon credit analysis by the Manager, it is believed that such securities 
are at least of comparable quality to those securities in which the Portfolio 
may invest. After the Portfolios purchase a municipal bond, the issuer may 
cease to be rated or its rating may be reduced below the minimum required for 
purchase. Such an event would not require the elimination of the issue from 
the Portfolio but the Manager will consider such an event in determining 
whether the Portfolio should continue to hold the security. The Portfolios' 
short-term municipal obligations will be limited to high grade obligations 
(obligations that are secured by the full faith and credit of the United 
States or are rated MIG1 or MIG2, VMIG1 or VMIG2 or Prime-1 or Aa or better by 
Moody's or SP-1+, SP-1, SP-2, or A-1 or AA or better by S&P or have an 
equivalent rating by any nationally recognized statistical rating organization 
or obligations determined by the Manager to be equivalent). Among the types of 
short-term instruments in which the Portfolios may invest are floating or 
variable rate term demand instruments, tax-exempt commercial paper (generally 
having a maturity of less than nine months), and other types of notes 
generally having maturities of less than three years, such as Tax Anticipation 
Notes, Revenue Anticipation Notes, Tax and Revenue Anticipation Notes and Bond 
Anticipation Notes. Demand instruments usually have an indicated maturity of 
more than one year, but contain a demand feature that enables the holder to 
redeem the investment on no more than 30 days' notice; variable rate demand 
instruments provide for automatic establishment of a new interest rate on set 
dates; floating rate demand instruments provide for automatic adjustment of 
their interest rates whenever some other specified interest rate changes 
(e.g., the prime rate). The Portfolios may purchase participation interests 
("Participations") in variable rate tax-exempt securities (such as Industrial 
Development Bonds) owned by banks. Participations are frequently backed by an 
irrevocable letter of credit or guarantee of a bank that the Manager has 
determined meets the prescribed quality standards for the Portfolios. 
Participations will be purchased only if management believes interest income 
on such Participations will be tax-exempt when distributed as dividends to 
shareholders. 
 
	Municipal Obligations.  Municipal Obligations are classified as general 
obligation and revenue. General obligations are secured by a municipal 
issuer's pledge of its full faith, credit and taxing power for the payment of 
principal and interest. Revenue obligations are payable only from the revenues 
derived from a particular facility or class of facilities or, in some cases 
from the proceeds of a special excise tax or other specific revenue source, 
but not from 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. 

	In attempting to achieve their respective investment objectives, the 
Portfolios may employ, among others, the following portfolio strategies:

	Illiquid Securities.  The National Portfolio and the Ohio Portfolio may 
invest up to 10% and 15%, respectively, of the value of its net assets in 
illiquid securities, including those that are not readily marketable or for 
which there is no established market. 
  
	Municipal Bond Index Futures.  Each Portfolio may invest in municipal 
bond index futures (currently traded on the Chicago Board of Trade) or in 
listed contracts based on U.S. government securities as a hedging policy in 
pursuit of its investment objective; provided that immediately thereafter not 
more than 33 1/3% of its net assets would be hedged or the amount of margin 
deposit on the Portfolio's existing futures contracts would not exceed 5% of 
the value of its total assets. Since any income would be taxable, it is 
anticipated that such investments would be made only in those circumstances 
when the Manager anticipates the possibility of an extreme change in interest 
rates or in market conditions but does not wish to liquidate the Portfolio's 
securities. 

	Temporary Investments.  Each of the Portfolios may invest up to 20% of 
its assets in taxable fixed income securities, but only in obligations issued 
or guaranteed by the full faith and credit of the United States, and may 
invest more than 20% of its assets in U.S. Government securities during 
periods when in the Manager's opinion a temporary defensive posture is 
warranted, including any period when the Portfolio's monies available for 
investment exceed the municipal obligations available for purchase that meet 
the Portfolio's rating, maturity and other investment criteria.

	When-Issued Securities.  Each Portfolio may purchase new issues of 
Municipal Obligations on a when-issued basis, which means that delivery and 
payment for such securities normally take place within 45 days after the date 
of the commitment to purchase. Each Portfolio will not accrue income with 
respect to a when-issued security prior to its stated delivery date. When-
issued securities may decline in value before this actual delivery to a 
Portfolio. Each Portfolio will establish a segregated account with the 
Portfolio's custodian consisting of cash or other liquid high grade debt 
securities in an amount equal to the purchase price of the Portfolio's when-
issued commitments. The Portfolio generally will purchase Municipal 
Obligations on a when-issued basis only with the intention of actually 
acquiring the securities, but the Portfolio may sell such securities before 
the delivery date if it is deemed advisable. 
 
	The Portfolios may also engage in short-term trading consistent with 
their investment objectives.

	Restrictions.  The Portfolios have adopted the following fundamental 
investment restrictions.  Fundamental restrictions may not be changed without 
the approval of the holders of a "majority of the outstanding voting 
securities" of the respective Portfolio, as defined in the 1940 Act. 

	1.  Neither Portfolio may invest more than 25% of its total assets taken at 
market value in any one industry, except that securities of the U.S. 
Government, its agencies and instrumentalities, and, for the National 
Portfolio, Municipal Obligations, are not considered an industry for purposes 
of this limitation. 
 
	2.  Neither Portfolio may borrow money, except that the Portfolios may 
borrow from banks for temporary purposes (such as facilitating redemptions or 
for extraordinary or emergency purposes) in an amount not exceeding 10% of the 
value of such Portfolio's total assets at the time the borrowing is made (not 
including the amount borrowed) and no investments will be made while 
borrowings exceed 5% of total assets. Each Portfolio is further prohibited 
from pledging or mortgaging its assets, except to secure permitted borrowing. 
 
	3.  Neither Portfolio may make loans, except to the extent the purchase of 
bonds or other evidences of indebtedness or the entry into repurchase 
agreements or deposits with banks, including the Portfolio's custodian, may be 
considered loans (the National Portfolio has no intention of entering into 
repurchase agreements).

	4.  Neither Portfolio may purchase securities on margin. 
 
	5.  Neither Portfolio may make short sales of securities.

	6.  Neither Portfolio may purchase or hold any real estate, except that it 
may invest in securities secured by real estate or interests therein or issued 
by persons (other than real estate investment trusts) which deal in real 
estate or interests therein.

	7.  Neither Portfolio may purchase or sell commodities and commodity 
contracts, except that each may invest in or sell municipal bond index futures 
contracts as described above, provided that immediately thereafter not more 
than 33 1/3% of its net assets would be hedged or the amount of margin 
deposits on the Portfolio's existing futures contracts would not exceed 5% of 
the value of its total assets. 
 
	8.  Neither Portfolio may underwrite the securities of other issuers. 

	9.  Neither Portfolio may write or purchase puts, calls, straddles, or 
spread options. 
 
	10.  The National Portfolio may not with respect to 75% of the value of its 
total assets, purchase securities of any issuer if immediately thereafter more 
than 5% of total assets at market value would be invested in the securities of 
any issuer (except that this limitation does not apply to obligations issued 
or guaranteed either by the U. S. Government or its agencies or 
instrumentalities).

	11.  The National Portfolio may not invest in securities issued by other 
investment companies, except as permitted by Section 12(d)(1) of the 1940 Act 
or in connection with a merger, consolidation, acquisition or reorganization.

	12.  The National Portfolio may not purchase or hold the securities of any 
issuer, if to its knowledge, Trustees or officers of the Fund individually 
owning more than .5% of the securities of that issuer own in the aggregate 
more than 5% of such securities. 

	Other Restrictions. As a matter of operating policy, the Portfolios may 
not  (1) purchase oil, gas or other mineral leases, rights or royalty 
contracts or exploration or development programs, except that each Portfolio 
may invest in securities of issuers which operate, invest in, or sponsor such 
programs; or (2) invest more than 5% of their assets in unseasoned issuers, 
including their predecessors, which have been in operation for less than three 
years.


INFORMATION ON SHAREHOLDERS' RIGHTS

	General.  The National Portfolio is a diversified fund under the 1940 
Act and the Ohio Portfolio is a non-diversified fund under the 1940 Act.  The 
Portfolios are both series of Smith Barney Muni Funds, an open-end management 
investment company.  Smith Barney Muni Funds was organized on August 14, 1985 
under the laws of Massachusetts and is an entity commonly known as a 
Massachusetts business trust.  Smith Barney Muni Funds is governed by its 
Declaration of Trust and By-Laws, and its operations are subject to oversight 
by its Board of Trustees.  Therefore, each Portfolio is governed by 
Massachusetts state law and federal law. 

	Shares of beneficial interest in both of the Portfolios have a par value 
of $.001 per share. The number of authorized shares of each Portfolio that may 
be issued is unlimited. The Board of Trustees of Smith Barney Muni Funds has 
authorized the issuance of twenty series of shares, each representing shares 
in one of twenty portfolios, and may authorize the issuance of additional 
series of shares in the future.  In each Portfolio, Class A shares, Class B 
shares, Class C shares and Class Y shares represent interests in the assets of 
the Portfolio and have identical voting, dividend, liquidation and other 
rights on the same terms and conditions except that expenses related to the 
distribution of a particular class of shares are borne solely by such class of 
shares. Each class has exclusive voting rights with respect to provisions of 
the Portfolio's Rule 12b-1 distribution plan, if any, which pertains to that 
class.

	Trustees.  The Declaration of Trust of Smith Barney Muni Funds provides 
that the term of office of each Trustee shall be from the time of his or her 
election until the termination of the trust or until such Trustee sooner dies, 
resigns or is removed.  A Trustee may be removed with cause by written 
instrument, signed by at least two-thirds of the remaining Trustees. Vacancies 
on the Board of Trustees may be filled by the Trustees remaining in office. A 
meeting of shareholders will be required for the purpose of electing 
additional Trustees whenever fewer than a majority of the Trustees then in 
office were elected by shareholders. 
 
	Voting Rights.  Neither Portfolio holds a meeting of shareholders 
annually, and there normally is no meeting 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. A meeting of 
shareholders of a Portfolio, for any purpose, must be called upon the written 
request of shareholders holding at least 25% of such Portfolio's outstanding 
shares. On each matter submitted to a vote of the shareholders of a Portfolio, 
each shareholder is entitled to one vote for each whole share owned and a 
proportionate, fractional vote for each fractional share outstanding in the 
shareholder's name on the Portfolio's books. With respect to matters relating 
to Smith Barney Muni Funds requiring a majority shareholder vote as described 
in the Declaration of Trust, a majority of shares represented in person or by 
proxy and entitled to vote at a meeting of shareholders at which a quorum is 
present shall decide such matter. In cases where the vote is submitted to the 
holders of one or more but not all series or classes, a majority of the 
outstanding shares of the particular series or class affected by the matter 
shall decide such matter. 

	Liquidation or Termination. In the event of the liquidation or 
termination of either of the Portfolios, the shareholders of the Portfolio are 
entitled to receive, when, and as declared by the Trustees, as the case may 
be, the excess of the assets over the liabilities belonging to the liquidated 
or terminated Portfolio.  The assets so distributed to shareholders of the 
liquidated or terminated Portfolio will be distributed among the shareholders 
in proportion to the number of shares of the particular class held by them and 
recorded on the books of the liquidated or terminated Portfolio. 
   
	Liability of Trustees.  Under the Declaration of Trust and By-Laws of 
Smith Barney Muni Funds, a Trustee will be personally liable only for his or 
her own willful misfeasance, bad faith, gross negligence or reckless disregard 
of the duties involved in the conduct of the office of Trustee. The 
Declaration of Trust of Smith Barney Muni Funds further provides that Trustees 
and officers will be indemnified for the expenses of litigation against them 
unless it is determined that the person did not act in good faith in the 
reasonable belief that the person's actions were in or not opposed to the best 
interest of Smith Barney Muni Funds or the person's conduct is determined to 
constitute willful misfeasance, bad faith, gross negligence or reckless 
disregard of the person's duties.  

	Rights of Inspection.  Shareholders of Smith Barney Muni Funds have the 
same inspection rights as are permitted shareholders of a Massachusetts 
corporation under Massachusetts corporate law. Currently, each shareholder of 
a Massachusetts corporation is permitted to inspect the records, accounts and 
books of a corporation for any legitimate business purpose. 
 
	Shareholder Liability. Under Massachusetts law, shareholders of a 
Massachusetts business trust may, under certain circumstances, be held 
personally liable for the obligations of such Massachusetts business trust. 
Smith Barney Muni Funds' Declaration of Trust, however, disclaims shareholder 
liability for acts or obligations of Smith Barney Muni Funds and requires that 
notice of such disclaimer be given in each agreement, obligation or instrument 
entered into or executed by the Fund.  The Declaration of Trust also provides 
for indemnification out of the property of the Fund for all losses and 
expenses of any shareholder held personally liable for the obligations of the 
Fund. Shares of the National Portfolio issued to the shareholders of the Ohio 
Portfolio in the Reorganization will be fully paid and nonassessable when 
issued, transferable without restrictions and will have no preemptive rights. 
 
	The foregoing is only a summary of certain characteristics of the 
operations of the National and Ohio Portfolios. The foregoing is not a 
complete description of the documents cited. Shareholders should refer to the 
provisions of the trust documents and Massachusetts law governing the 
Portfolios for a more thorough description. 


ADDITIONAL INFORMATION ABOUT
THE NATIONAL PORTFOLIO
AND THE OHIO PORTFOLIO

	The Ohio Portfolio.  Information about the Ohio Portfolio is 
incorporated herein by reference from its current Prospectus dated July 29, 
1997, and in the Statement of Additional Information dated July 29, 1997, 
which have been filed with the SEC.  A copy of such Prospectus and Statement 
of Additional Information is available upon request and without charge by 
writing to Smith Barney Muni Funds on behalf of the Ohio Portfolio at 388 
Greenwich Street, New York, New York 10013 or by calling (800) 224-7523.

	The National Portfolio.  Information concerning the operation and 
management of the National Portfolio is incorporated herein by reference from 
its current Prospectus dated July 29, 1997, a copy of which is enclosed 
herewith, and the Statement of Additional Information dated July 29, 1997, 
which has been filed with the SEC.  A copy of such Statement of Additional 
Information is available upon request and without charge by writing to Smith 
Barney Muni Funds on behalf of the National Portfolio at 388 Greenwich Street, 
New York, New York 10013  or by calling (800) 224-7523.

	Both the National Portfolio and the Ohio Portfolio are subject to the 
informational requirements of the Exchange Act and in accordance therewith 
file reports and other information including proxy material, reports and 
charter documents with the SEC.  These reports can be inspected and copies 
obtained at the Public Reference Facilities maintained by the SEC at 450 Fifth 
Street, N.W., Washington, D.C. 20549 and at the New York Regional Office of 
the SEC, 75 Park Place, New York, New York 10007.  Copies of such material can 
also be obtained from the Public Reference Branch, Office of Consumer Affairs 
and Information Services, SEC, Washington, D.C. 20549 at prescribed rates.


OTHER BUSINESS

	The Board does not intend to present any other business at the Meeting.  
If, however, any other matters are properly brought before the Meeting, the 
persons named in the accompanying form of proxy will vote thereon in 
accordance with their judgment.


VOTING INFORMATION

	This Prospectus/Proxy Statement is furnished in connection with a 
solicitation of proxies by the Board to be used at the Special Meeting of 
Shareholders to be held at 10:00 a.m. New York City time on November 21, 1997, 
at 388 Greenwich Street, New York, New York 10013 and at any adjournments 
thereof. This Prospectus/Proxy Statement, along with a Notice of the Meeting 
and a proxy card, is first being mailed to shareholders of the Ohio Portfolio 
on or about October 3, 1997.  Only shareholders of record as of the close of 
business on the Record Date will be entitled to notice of, and to vote at, the 
Meeting or any adjournment thereof.  The holders of one-third of the shares of 
the Ohio Portfolio issued and outstanding and entitled to vote at the close of 
business on the Record Date present in person or represented by proxy will 
constitute a quorum for the Meeting. For purposes of determining a quorum for 
transacting business at the Meeting, abstentions and broker "non-votes" (that 
is, proxies from brokers or nominees indicating that such persons have not 
received instructions from the beneficial owner or other persons 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 the effect of a "no" vote for purposes of 
obtaining the requisite approval of the Plan.  If the enclosed form of proxy 
is properly executed and returned in time to be voted at the Meeting, the 
proxies named therein will vote the shares represented by the proxy in 
accordance with the instructions marked thereon.  Unmarked proxies will be 
voted FOR the proposed Reorganization and FOR any other matters deemed 
appropriate.  A proxy may be revoked at any time on or before the Meeting by 
written notice to the Secretary of Smith Barney Muni Funds, 388 Greenwich 
Street, New York, New York 10013.  Unless revoked, all valid proxies will be 
voted in accordance with the specifications thereon or, in the absence of such 
specifications, FOR approval of the Plan and the Reorganization contemplated 
thereby.

	Approval of the Reorganization will require the affirmative vote of a 
majority of the shares of the Ohio Portfolio represented in person or by proxy 
and entitled to vote at a meeting of shareholders at which a quorum is 
present.  For purposes of voting on the Reorganization, the Class A, Class B, 
Class C and Class Y shares, if any, of the Ohio Portfolio shall vote together 
as a single class.  Shareholders of the Ohio Portfolio are entitled to one 
vote for one share. Fractional shares are entitled to proportional voting 
rights.

	Proxy solicitations will be made primarily by mail, but proxy 
solicitations may also be made by telephone, telegraph or personal interviews 
conducted by officers or employees of Smith Barney and its affiliates and/or 
by First Data, the transfer agent of the Fund.  In addition, Applied Mailing 
Systems, Inc., an affiliate of the transfer agent ("Applied Mailing") or an 
agent of Applied Mailing, may call shareholders of the Ohio Portfolio to ask 
if they would be willing to have their votes recorded by telephone.  The 
telephone voting procedure is designed to authenticate the shareholder's 
identity by asking the shareholder to provide his social security number, in 
the case of an individual, or a taxpayer identification number, in the case of 
an entity.  The shareholder's telephone vote will be recorded and a 
confirmation will be sent to the shareholder to ensure that the vote has been 
taken in accordance with the shareholder's instructions.  Shareholders voting 
by telephone may vote for or against any proposal.  Although a shareholder's 
vote may be taken by telephone, each shareholder will receive a copy of this 
Prospectus/Proxy Statement and may vote by mail using the enclosed proxy card. 
The aggregate cost of solicitation of the shareholders of the Ohio Portfolio 
is expected to be approximately $10,000. Expenses of the Reorganization, 
including the costs of proxy solicitation, the preparation of this 
Prospectus/Proxy Statement and enclosures attached hereto and reimbursement of 
expenses for forwarding solicitation material to beneficial owners of shares 
of the Ohio Prospectus will be borne by Smith Barney.  

	In the event that sufficient votes to approve the Reorganization are not 
received by November 21, 1997, the persons named as proxies may propose one or 
more adjournments of the Meeting to permit further solicitation of proxies.  
In determining whether to adjourn the Meeting, the following factors may be 
considered: 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 shareholders with respect to the reasons for the 
solicitation.  Any such adjournment will require an affirmative vote by the 
holders of a majority of the shares present in person or by proxy and entitled 
to vote at the Meeting.  The persons named as proxies will vote upon such 
adjournment after consideration of the best interests of all shareholders.

	The votes of the shareholders of the National Portfolio are not being 
solicited by this Prospectus/Proxy Statement.


FINANCIAL STATEMENTS AND EXPERTS

	The statements of assets and liabilities, including the schedules of 
investments, of the Ohio Portfolio and the National Portfolio as of March 31, 
1997, and the related statements of operations for the year then ended, 
changes in net assets for each of the years in the two-year period then ended 
and financial highlights for each of the years in the five-year period then 
ended, have been incorporated by reference into the Statement of Additional 
Information dated September [24], 1997 relating to this Prospectus/Proxy 
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent 
certified public accountants and upon the authority of such firm as experts in 
accounting and auditing.


LEGAL MATTERS

   	Certain legal matters concerning the Federal income tax implications of 
the Reorganization, and the issuance of shares of the National Portfolio, will 
be passed upon by Sullivan & Cromwell, 125 Broad Street, New York, NY 10004.  
In rendering its opinion as to the issuance of the shares, Sullivan & Cromwell 
may rely on an opinion of Massachusetts counsel as to certain matters under 
Massachusetts law.
    

		THE BOARD OF TRUSTEES OF THE FUND, INCLUDING THE "INDEPENDENT" 
TRUSTEES, UNANIMOUSLY RECOMMENDS APPROVAL OF THE PLAN, AND ANY 
UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE 
VOTED IN FAVOR OF APPROVAL OF THE PLAN.


EXHIBIT A

PLAN OF REORGANIZATION

	THIS  PLAN OF REORGANIZATION (the "Plan") is adopted as of the 12th day 
of November 1996, and amended as of the 3rd day of September, 1997, by Smith 
Barney Muni Funds ("Smith Barney Muni Funds"), a Massachusetts business trust 
with its principal place of business at 388 Greenwich Street, New York, New 
York 10013, on behalf of the National Portfolio (the "Acquiring Fund") and the 
Ohio Portfolio (the "Acquired Fund").

	This Plan is intended to be and is adopted as a plan of reorganization 
and liquidation within the meaning of Section 368(a)(1)(C) of the United 
States Internal Revenue Code of 1986, as amended (the "Code").  The 
reorganization (the "Reorganization") will consist of the transfer of all or 
substantially all of the assets of the Acquired Fund in exchange for Class A, 
Class B, Class C and Class Y shares of beneficial interest of the Acquiring 
Fund (collectively, the "Acquiring Fund Shares" and each, an "Acquiring Fund 
Share") and the assumption by the Acquiring Fund of all stated liabilities of 
the Acquired Fund and the distribution, after the Closing Date herein referred 
to, of Acquiring Fund Shares to the shareholders of the Acquired Fund in 
liquidation of the Acquired Fund and the termination of the Acquired Fund, all 
upon the terms and conditions hereinafter set forth in this Plan.

1.	TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE ACQUIRING FUND 
SHARES AND ASSUMPTION OF THE ACQUIRED FUND'S SCHEDULED LIABILITIES AND 
LIQUIDATION AND TERMINATION OF THE ACQUIRED FUND

	1.1.  Subject to the terms and conditions herein set forth, the Acquired 
Fund agrees to transfer its assets as set forth in paragraph 1.2 to the 
Acquiring Fund, and the Acquiring Fund agrees in exchange therefor:  (i) to 
deliver to the Acquired Fund the number of Class A Acquiring Fund Shares, 
including fractional Class A Acquiring Fund Shares, determined by dividing the 
value of the Acquired Fund's net assets attributable to its Class A shares, 
computed in the manner and as of the time and date set forth in paragraph 2.1, 
by the net asset value of one Class A Acquiring Fund Share, computed in the 
manner and as of the time and date set forth in paragraph 2.2 (ii) to deliver 
to the Acquired Fund the number of Class B Acquiring Fund Shares, including 
fractional Class B Acquiring Fund Shares, determined by dividing the value of 
the Acquired Fund's net assets attributable to its Class B shares, computed in 
the manner and as of the time and date set forth in paragraph 2.1, by the net 
asset value of one Class B Acquiring Fund Share, computed in the manner and as 
of the time and date set forth in paragraph 2.2; (iii) to deliver to the 
Acquired Fund the number of Class C Acquiring Fund Shares, including 
fractional Class C Acquiring Fund Shares, determined by dividing the value of 
the Acquired Fund's net assets attributable to its Class C shares, computed in 
the manner and as of the time and date set forth in paragraph 2.1, by the net 
asset value of one Class C Acquiring Fund Share, computed in the manner and as 
of the time and date set forth in paragraph 2.2; and (iv) to deliver to the 
Acquired Fund the number of Class Y Acquiring Fund Shares, including 
fractional Class Y Acquiring Fund Shares, determined by dividing the value of 
the Acquired Fund's net assets attributable to its Class Y shares computed in 
the manner and as of the time and date set forth in paragraph 2.1, by the net 
asset value of one Class Y Acquiring Fund Share, computed in the manner and as 
of the time and date set forth in paragraph 2.2.; and (iv) to assume certain 
scheduled liabilities of the Acquired Fund, as set forth in paragraph 1.3.  
Such transactions shall take place at the closing provided for in paragraph 
3.1 (the "Closing").

	1.2.	 The assets of the Acquired Fund to be acquired by the Acquiring 
Fund shall consist of all or substantially all of its property, including, 
without limitation, all cash, securities and dividends or interest receivables 
which are owned by the Acquired Fund and any deferred or prepaid expenses 
shown as an asset on the books of the Acquired Fund on the closing date 
provided in paragraph 3.1 (the "Closing Date").

	1.3.  The Acquired Fund will endeavor to discharge all its known 
liabilities and obligations prior to the Closing Date.  The Acquiring Fund 
shall assume all liabilities, expenses, costs, charges and reserves reflected 
on an unaudited Statement of Assets and Liabilities of the Acquired Fund as of 
the Valuation Date (as defined in paragraph 2.1), in accordance with generally 
accepted accounting principles consistently applied from the prior audited 
period.  The Acquiring Fund shall assume only those liabilities of the 
Acquired Fund reflected in that unaudited Statement of Assets and Liabilities 
and shall not assume any other liabilities, whether absolute or contingent, 
not reflected thereon.

	1.4.  As provided in paragraph 3.3, as soon after the Closing Date as is 
conveniently practicable (the "Liquidation Date"), the Acquired Fund will 
liquidate and distribute pro rata to the Acquired Fund's shareholders of 
record determined as of the close of business on the Closing Date (the 
"Acquired Fund Shareholders"), the Acquiring Fund Shares it receives pursuant 
to paragraph 1.1.  Shareholders of Class A, Class B, Class C and Class Y 
shares of the Acquired Fund shall receive Class A, Class B, Class C and Class 
Y shares, respectively, of the Acquiring Fund.  Such liquidation and 
distribution will be accomplished by the transfer of the Acquiring Fund Shares 
then credited to the account of the Acquired Fund on the books of the 
Acquiring Fund to open accounts on the share records of the Acquiring Fund in 
the name of the Acquired Fund's shareholders and representing the respective 
pro rata number of the Acquiring Fund Shares due such shareholders.  All 
issued and outstanding shares of the Acquired Fund will simultaneously be 
canceled on the books of the Acquired Fund, although share certificates 
representing interests in the Acquired Fund will represent a number of 
Acquiring Fund Shares after the Closing Date as determined in accordance with 
paragraph 1.1.  The Acquiring Fund shall not issue certificates representing 
the Acquiring Fund Shares in connection with such exchange.

	1.5.  Ownership of Acquiring Fund Shares will be shown on the books of 
the Acquiring Fund's transfer agent.  Acquiring Fund Shares will be issued in 
the manner described in the Acquiring Fund's current prospectus and statement 
of additional information.

	1.6.  Any transfer taxes payable upon issuance of the Acquiring Fund 
Shares in a name other than the registered holder of the Acquired Fund Shares 
on the books of the Acquired Fund as of that time shall, as a condition of 
such issuance and transfer, be paid by the person to whom such Acquiring Fund 
Shares are to be issued and transferred.

	1.7.  The Acquired Fund shall, following the Closing Date and the making 
of all distributions pursuant to paragraph 1.4, be terminated under the laws 
of the Commonwealth of Massachusetts and in accordance with its governing 
documents.

2.	VALUATION

	2.1.  The value of the Acquired Fund's assets to be acquired by the 
Acquiring Fund hereunder shall be the value of such assets computed as of the 
close of regular trading on the New York Stock Exchange, Inc. (the "NYSE") on 
the Closing Date (such time and date being hereinafter called the "Valuation 
Date"), using the valuation procedures set forth in the Acquiring Fund's then 
current prospectus or statement of additional information.

	2.2.  The net asset value of Acquiring Fund Shares shall be the net 
asset value per share computed as of the close of regular trading on the NYSE 
on the Valuation Date, using the valuation procedures set forth in the 
Acquiring Fund's then current prospectus or statement of additional 
information.

	2.3.  All computations of value shall be made by Smith Barney Mutual 
Funds Management Inc. in accordance with its regular practice as pricing agent 
for the Acquired Fund and the Acquiring Fund, respectively.

3.	CLOSING AND CLOSING DATE

	3.1.  The Closing Date shall be December 5, 1997, or such later date as 
the Acquired Fund and the Acquiring Fund may adopt by resolution of Smith 
Barney Muni Funds' Board of Trustees. All acts taking place at the Closing 
shall be deemed to take place simultaneously as of the close of business on 
the Closing Date unless otherwise provided.  The Closing shall be held as of 
5:00 p.m. at the offices of Smith Barney Inc., 388 Greenwich Street, New York, 
New York 10013, or at such other time and/or place as Smith Barney Muni Funds 
may adopt by resolution of its Board of Trustees.

	3.2.  In the event that on the Valuation Date (a) the NYSE or another 
primary trading market for portfolio securities of the Acquiring Fund or the 
Acquired Fund shall be closed to trading or trading thereon shall be 
restricted or (b) trading or the reporting of trading on the NYSE or elsewhere 
shall be disrupted so that accurate appraisal of the value of the net assets 
of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date 
shall be postponed until the first business day after the day when trading 
shall have been fully resumed and reporting shall have been restored.

	3.3.  The Acquired Fund shall deliver at the Closing a list of the names 
and addresses of the Acquired Fund's shareholders and the number and 
percentage ownership of outstanding shares owned by each such shareholder 
immediately prior to the Closing. The Acquiring Fund shall issue and deliver a 
confirmation evidencing the Acquiring Fund Shares to be credited to the 
Acquired Fund's account on the Closing Date. 

	3.4.  The Closing is contingent upon receipt by Smith Barney Muni Funds 
of a favorable opinion of Sullivan & Cromwell, addressed to Smith Barney Muni 
Funds and satisfactory to Christina T. Sydor, Esq., as Secretary of Smith 
Barney Muni Funds, based upon certain assumptions by counsel and certain 
representations by the Acquiring Fund and the Acquired Fund substantially to 
the effect that for federal income tax purposes: 

	(a)  the transfer of all or substantially all of the Acquired Fund's 
assets in exchange for the Acquiring Fund Shares and the assumption by 
the Acquiring Fund of all stated liabilities of the Acquired Fund will 
constitute a "reorganization" within the meaning of Section 368(a)(1)(C) 
of the Code, and the Acquiring Fund and the Acquired Fund will each be a 
"party to a reorganization" within the meaning of Section 368(b) of the 
Code; (b) no gain or loss will be recognized by the Acquiring Fund upon 
the receipt of the assets of the Acquired Fund in exchange solely for 
the Acquiring Fund Shares and the assumption by the Acquiring Fund of 
all stated liabilities of the Acquired Fund; (c) no gain or loss will be 
recognized by the Acquired Fund upon the transfer of the Acquired Fund's 
assets to the Acquiring Fund in exchange solely for the Acquiring Fund 
Shares and the assumption by the Acquiring Fund of all stated 
liabilities of the Acquired Fund or upon the distribution (whether 
actual or constructive) of the Acquiring Fund Shares to the Acquired 
Fund's shareholders; (d) no gain or loss will be recognized by 
shareholders of the Acquired Fund upon the exchange, pursuant to the 
Reorganization, of their Acquired Fund shares for the Acquiring Fund 
Shares and the assumption by the Acquiring Fund of all stated 
liabilities of the Acquired Fund; (e) the aggregate tax basis for the 
Acquiring Fund Shares to be received by each of the Acquired Fund's 
shareholders pursuant to the Reorganization will be the same as the 
aggregate tax basis of the Acquired Fund shares held by such shareholder 
immediately prior to the Reorganization, and (provided that the Acquired 
Fund shares were held as capital assets on the date of the 
Reorganization) the holding period of the Acquiring Fund Shares to be 
received by each Acquired Fund shareholder will include the period 
during which the Acquired Fund shares exchanged therefor were held by 
such shareholder and (f) the tax basis of the Acquired Fund's assets to 
be acquired by the Acquiring Fund will be the same as the tax basis of 
such assets to the Acquired Fund immediately prior to the 
Reorganization, and the holding period of the assets of the Acquired 
Fund in the hands of the Acquiring Fund will include the period during 
which those assets were held by the Acquired Fund.

	The foregoing opinion may state that no opinion is expressed as to the 
effect of the Reorganization on the National Portfolio, the Ohio Portfolio or 
the Ohio Portfolio shareholders in respect of any asset as to which unrealized 
gain or loss is required to be recognized for U.S. federal income tax purposes 
at the end of each year under a mark-to-market system of accounting.  The 
opinion may further state that the tax consequences described therein may not 
apply to the Ohio Portfolio shareholders that acquired shares upon the 
exercise of employee stock options or otherwise as compensation, that hold 
their shares as part of a "straddle" or "conversion transaction" or that are 
insurance companies, securities dealers, financial institutions or foreign 
persons.


4.	BROKERAGE FEES AND EXPENSES

	4.1.  No brokers or finders will be entitled to receive any payments in 
connection with the transactions provided for herein. 

	4.2.  Except as may be otherwise provided herein, Smith Barney will pay 
the expenses incurred in connection with entering into and carrying out the 
provisions of this Plan, including the expenses of: (i) counsel and 
independent accountants associated with the Reorganization; (ii) printing and 
mailing the Prospectus/Proxy Statement and soliciting proxies in connection 
with the meeting of shareholders of the Acquired Fund; (iii) any special 
pricing fees associated with the valuation of the Acquired Fund's or the 
Acquiring Fund's portfolio on the Closing Date; (iv) expenses associated with 
preparing this Plan and preparing and filing the Registration Statement under 
the 1933 Act covering the Acquiring Fund Shares to be issued in the 
Reorganization; (v) registration or qualification fees and expenses of 
preparing and filing such forms, if any, necessary under applicable state 
securities laws to qualify the Acquiring Fund Shares to be issued in 
connection with the Reorganization.  The Acquired Fund shall be liable for:  
(i) all fees and expenses related to the liquidation and termination of the 
Acquired Fund; and (ii) fees and expenses of the Acquired Fund's custodian and 
transfer agent incurred in connection with the Reorganization.  The Acquiring 
Fund shall be liable for any fees and expenses of the Acquiring Fund's 
custodian and transfer agent incurred in connection with the Reorganization.

	Consistent with the provisions of paragraph 1.3, the Acquired Fund, 
prior to the Closing, shall pay for or include in the unaudited Statement of 
Assets and Liabilities prepared pursuant to paragraph 1.3 all of its known and 
reasonably estimated expenses associated with the transactions contemplated by 
this Plan.



5.	TERMINATION

	5.1.  This Plan and the transactions contemplated hereby may be 
terminated and abandoned by resolution of the Board of Trustees of Smith 
Barney Muni Funds, at any time prior to the Closing Date if circumstances 
should develop that, in the opinion of the Board, make proceeding with the 
Plan inadvisable.

	5.2.  In the event of any such termination, the Acquired Fund and the 
Acquiring Fund shall each bear the expenses incurred by it incidental to the 
preparation and carrying out of this Agreement as provided in paragraph 4.


6.	GOVERNING LAW

	This Plan shall be governed by and construed in accordance with the laws 
of the State of New York.








STATEMENT OF ADDITIONAL INFORMATION dated September [24], 1997   

NATIONAL PORTFOLIO
a separate investment portfolio of
SMITH BARNEY MUNI FUNDS
388 Greenwich Street
New York, New York 10013
(800) 224-7523    


OHIO PORTFOLIO
a separate investment portfolio of
SMITH BARNEY MUNI FUNDS
388 Greenwich Street
New York, New York 10013
(800) 224-7523    

	This Statement of Additional Information, relating specifically to the 
proposed transfer of all or substantially all of the assets of the Ohio 
Portfolio (the "Acquired Fund") to the National Portfolio (the "Acquiring 
Fund") in exchange for Class A, Class B, Class C and Class Y shares of the 
Acquiring Fund and the assumption by the Acquiring Fund of certain scheduled 
liabilities of the Acquired Fund, consists of this cover page and the 
following described documents, each of which accompanies this Statement of 
Additional Information and is incorporated herein by reference.

	1.  Statement of Additional Information of Smith Barney Muni Funds dated 
July 29, 1997.

	2.  Annual Report of Smith Barney Muni Funds, National Portfolio for the 
fiscal year ended March 31, 1997.
	
	3.  Annual Report of Smith Barney Muni Funds, Ohio Portfolio for the 
fiscal year ended March 31, 1997.

	This Statement of Additional Information is not a prospectus.  A 
Prospectus/Proxy Statement dated October 3 , 1997, relating to the above-
referenced matter may be obtained without charge by calling or writing either 
the Acquiring Fund or the Acquired Fund at the telephone numbers or addresses 
set forth above or by contacting any Smith Barney Financial Consultant or by 
calling toll-free 1-800-224-7523.  This Statement of Additional Information 
should be read in conjunction with the Prospectus/Proxy Statement dated 
September [24], 1997.


The date of this Statement of Additional Information is September [24], 1997.



PROSPECTUS OF SMITH BARNEY MUNI FUNDS - NATIONAL PORTFOLIO DATED JULY 29, 1997 
IS INCORPORATED BY REFERENCE TO POST EFFECTIVE AMENDMENT NO. 39 TO THE SMITH 
BARNEY MUNI FUNDS REGISTRATION STATEMENT ON FORM N1-A FILED ON JULY 28, 1997. 
REFERENCE NOS. 2-99861 AND 811-4395. 
ACCESSION NUMBER: 91155-27-334


STATEMENT OF ADDITIONAL INFORMATION OF SMITH BARNEY MUNI FUNDS DATED JULY 
29,1997 IS INCORPORATED BY REFERENCE TO POST EFFECTIVE AMENDMENT NO.  39 TO 
THE SMITH BARNEY MUNI FUNDS REGISTRATION STATEMENT ON FORM N-1A FILED ON  JULY 
28, 1997 
ACCESSION NUMBER: 91155-27-334


ANNUAL REPORT OF SMITH BARNEY MUNI FUNDS - NATIONAL PORTFOLIO FOR THE FISCAL 
YEAR ENDED MARCH 31, 1997. 
ACCESSION NUMBER: 91155-97-276

ANNUAL REPORT OF SMITH BARNEY MUNI FUNDS - OHIO PORTFOLIO FOR THE FISCAL YEAR 
ENDED MARCH 31, 1997. 
ACCESSION NUMBER: 91155-97-276


PART C

OTHER INFORMATION

Item 15.	Indemnification

		The response to this item is incorporated by reference to 
"Liability of Trustees" under the caption "Comparative Information 
on Shareholder's Rights" in Part A of this Registration Statement.

Item 16. 	Exhibits

		(1)	(a)	Restated Declaration of Trust dated 
as of April 23, 1986 is incorporated herein by 
reference to Exhibit 1 to Pre-Effective Amendment No. 
1 to the Trust's Registration Statement on Form N-1A, 
File Nos. 2-99861 and 811-4395, filed with the 
Securities and Exchange Commission (the "SEC") on June 
18, 1986 (the " Initial Registration Statement").

			(b)	Instrument of the Trustees 
Establishing and Designating Classes of shares of 
Certain Series of the Trust is incorporated herein by 
reference to Exhibit 1(b) to Post-Effective Amendment 
No. 24 to the Initial Registration Statement filed 
with the SEC on December 21, 1992

		(2)	By-laws of the Trust are incorporated by 
reference to Exhibit 2 to Pre-Effective Amendment No. 2 to 
the Initial Registration Statement filed with the SEC on 
July 29, 1986.

		(3)	Not applicable. 

		(4)	Plan of Reorganization (included as Exhibit A to 
Registrant's Prospectus/Proxy Statement contained in Part A 
of this Registration Statement). 

		(5)	Not applicable. 

		(6)	Management Agreement between The National 
Portfolio and Mutual Management Corp. is incorporated by 
reference to Exhibit 5(c) to Post-Effective Amendment No. 18 
to the Initial Registration Statement filed with the SEC on 
May 31, 1991. 

		(7)	Distribution Agreement between Smith Barney Muni 
Funds and Smith Barney, Harris Upham & Co. Incorporated is 
incorporated by reference to Exhibit 6 to Post-Effective 
Amendment No. 7 to the Initial Registration Statement filed 
with the SEC on February 17, 1989. 

		(8)	Not Applicable

		(9)	Custodian Agreement between Smith Barney Muni 
Funds and  Provident National Bank is incorporated by 
reference to Exhibit 8 to Pre-Effective Amendment No. 1 to 
the Initial Registration Statement filed with the SEC on 
June 18, 1986.

		(10)	Rule 12b-1 Plan incorporated by reference to the 
Initial Registration Statement.
 
		(11)	Opinion and consent of Sullivan & Cromwell with 
respect to validity of shares. (filed herewith).

		(12)	Opinion and consent of Sullivan & Cromwell with 
respect to tax matters (filed herewith).

		(13)	Not Applicable

		(14)	Consent of KPMG Peat Marwick LLP (filed 
herewith).

		(15)	Not Applicable. 

		(16)	Not Applicable.

		(17)	(a)	Form of Proxy Card (filed herewith).

		(17)	(b)	Registrant's Declaration pursuant to 
Rule 24f-2 is incorporated by reference to the Initial 
Registration Statement.

		(17) 	(c)	Powers of Attorney**

					

**	Incorporated by reference to Registrant's Form N-14 (File No. 333-12709) 
Filed with the Commission on September 25, 1996.

Item 17.	Undertakings

(1)	The undersigned Registrant agrees that prior to any public reoffering of 
the securities registered through the use of a prospectus which is a part of 
this Registration Statement by any person or party who is deemed to be an 
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, 
the reoffering prospectus will contain the information called for by the 
applicable registration form for reofferings by persons who may be deemed 
underwriters, in addition to the information called for by the other items of 
the applicable form.

(2)	The undersigned Registrant agrees that every prospectus that is filed 
under paragraph (1) above will be filed as a part of an amendment to the 
Registration Statement and will not be used until the amendment is effective, 
and that, in determining any liability under the Securities Act of 1933, each 
post-effective amendment shall be deemed to be a new registration statement 
for the securities offered therein, and the offering of the securities at that 
time shall be deemed to be the initial bona fide offering of them.




SIGNATURES


	Pursuant to the requirements of the Securities Act of 1933, as amended, 
SMITH BARNEY MUNI FUNDS, has duly caused this Pre-Effective Amendment No. 1 to 
the Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of New York, State of New York on the 
24th day of September, 1997. 



	SMITH BARNEY MUNI FUNDS

	By:  \s\ 	Heath B. McLendon				
	Heath B. McLendon
	Chief Executive Officer


As required by the Securities Act of 1933, this Registration Statement has 
been signed by the following persons in the capacities and on the dates 
indicated. 



Signature	Title	Date

\s\ Heath B. McLendon	Chairman of the Board and	September 24, 1997
Heath B. McLendon	Chief Executive Officer (Trustee)

\s\ Lewis E. Daidone 	Senior Vice President and		September 24, 1997
Lewis E. Daidone	Treasurer (Chief Financial and
			Accounting Officer) 

\s\ Donald R. Foley*	Trustee				September 24, 1997
Donald R. Foley

\s\ Paul Hardin* 		Trustee				September 24, 1997
Paul Hardin

\s\ Francis P. Martin*	Trustee				September 24, 1997
Francis P. Martin

\s\Roderick C. Rasmussen*Trustee				September 24, 1997
Roderick C. Rasmussen

\s\ John P. Toolan* 	Trustee				September 24, 1997
John P. Toolan

* Pursuant to Power of Attorney previously filed.



EXHIBIT INDEX

Exhibit Number		Description

(11)			Opinion and consent of Sullivan & Cromwell 
			with respect to validity of shares.

(12)			Opinion and consent of Sullivan & Cromwell 
			with respect to tax matters.

(14)			Consent of KPMG Peat Marwick LLP

(17)(a)			Form of Proxy Card