SCHEDULE 14A INFORMATION

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

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

MANAGED MUNICIPALS PORTFOLIOGREENWICH STREET MUNICIPAL FUND INC.
(Name of Registrant as Specified In Its Charter)
Lauren L. Giudice
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:

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

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

1) Amount Previously Paid:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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MANAGED MUNICIPALS PORTFOLIO INC.

TWO WORLD TRADE CENTER388 GREENWICH STREET
NEW YORK, NEW YORK 10048

------------------------------------------------------10013

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

------------------------
TO BE HELD ON SEPTEMBER 28, 1994

------------------------------------------------------13, 1995
------------------------

To the Shareholders:Shareholders of Greenwich Street Municipal Fund Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of Managed
Municipals PortfolioGreenwich
Street Municipal Fund Inc. (the "Portfolio""Fund"), will be held at Two World Trade
Center, 100ththe offices of Smith
Barney, 388 Greenwich Street, 22nd Floor, New York, New York at 11:00 a.m. on
September 28, 1994, commencing at
10:00 a.m.

The Annual Meeting is being held13, 1995 for the purposes of:following purposes:

1. electing three (3)To elect six (6) Directors of the Portfolio (ProposalFund (PROPOSAL 1);

2. ratifyingTo ratify the selection of Coopers & LybrandKPMG Peat Marwick LLP as the independent
accountants forof the PortfolioFund for the current fiscal year of the Portfolio
(ProposalFund
(PROPOSAL 2);

3. To consider and 3. transactingvote upon such other businessmatters as may properly come before the Annual
Meeting andsaid
meeting or any adjournmentsadjournment thereof.

The close of business on July 5, 199417, 1995 has been fixed as the record date
for the determination of shareholders of the Portfolio entitled to notice of and to vote at the
Annual Meetingmeeting and any adjournmentsadjournment thereof.

By Order of the Board of Directors,

CHRISTINAChristina T. SYDORSydor
Secretary

August 3, 1994
New York, New York

SHAREHOLDERS WHO DO9, 1995

--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT EXPECTYOU PLAN TO ATTEND THE ANNUAL MEETING, ARE REQUESTED TOWE ASK THAT YOU PLEASE
COMPLETE AND SIGN DATETHE ENCLOSED PROXY CARD AND RETURN THE PROXY CARDIT PROMPTLY IN THE
ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXY CARDSPROXIES ARE SET
FORTH BELOW. IT IS IMPORTANT THAT
PROXIES BE RETURNED PROMPTLY.ON THE INSIDE COVER.
--------------------------------------------------------------------------------

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 to the PortfolioFund involved in validating your vote
if you fail to sign your proxy card properly.

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

2. JOINT ACCOUNTS:Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to thea name shown in the registration onregistration.

3. All Other Accounts: The capacity of the individual signing 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 SIGNATURE
------------ ---------------

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

TRUST 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) Estate of John B. Smith........should be indicated unless it is reflected in the form of
registration. For example:

Registration Valid Signature
------------ ---------------

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

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

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

GREENWICH STREET MUNICIPAL FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013

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

ANNUAL MEETING OF SHAREHOLDERS

SEPTEMBER 28, 1994

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

MANAGED MUNICIPALS PORTFOLIO INC.

TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048

---------------------------------------------13, 1995

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

PROXY STATEMENT

INTRODUCTION

This proxy statementProxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of Managed Municipals PortfolioGreenwich Street Municipal Fund Inc. (the
"Portfolio""Fund") for use at the Annual Meeting of Shareholders of the Portfolio,Fund to be held on
September 28, 1994, or any adjournment or adjournments thereof
(collectively,13, 1995, at the "Meeting"). The Meeting will be held at Two World Trade
Center, 100thoffices of Smith Barney, 388 Greenwich Street, 22nd
Floor, New York, New York and at 10:00 a.m. This proxy statementany adjournments thereof (the "Meeting"). A
Notice of Meeting of Shareholders and accompanyinga proxy card are first being mailed on or about August 3, 1994.accompany this Proxy
Statement. Proxy solicitations will be made primarily by mail, but proxy
solicitations also may be made by telephone, telegraph, or personal interviewsinterview
conducted by officers of the Fund and officers and regular employees of the Portfolio; the Greenwich Street Advisors Division ofSmith
Barney Mutual Funds Management Corp. (the "Adviser"Inc. ("SBMFM"), the Fund's investment adviser for the Portfolio; The Boston
Company Advisors, Inc., sub-administrator for the Portfolio ("Boston
Advisors");
and/orand
administrator and The Shareholder Services Group, Inc. ("TSSG"), a subsidiary of First
Data Corporation ("TSSG"), the Fund's transfer agent foragent. The cost of solicitations
and the Portfolio. The costs of proxy
solicitation and expensesexpense incurred in connection with preparing the preparation of this
proxy statementProxy Statement and
its enclosures will be paid by the Portfolio.Fund. The PortfolioFund will also reimburse brokerage
firms and others for their expenses in forwarding solicitation materialmaterials to the
beneficial owners of Portfolio shares. The Annual
Report of the Portfolio, including audited financial statements for the fiscal
year ended May 31, 1994, has previously beenThis Proxy Statement is first being mailed to
shareholder on or is being furnished to all
shareholders of the Portfolio.about August 9, 1995.

If the enclosed proxyProxy is properly executed and returned in time to be voted
at the Meeting, the shares of the capital stock of the Fund ("Shares")
represented thereby will be voted in accordance with the instructions marked
thereon. Unless instructions to the contrary are marked thereon, a proxy will be
voted FOR each of the nominees
for
director and FOR the other matters listed in the accompanying Notice of Annual Meeting of
Shareholders. For purposes of determining the presence of 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 sharesShares on

a particular matter with respect to which the brokersbroker or nominees
do not have discretionary power) will be treated as sharesShares that are present but
which have not been voted. Approval of Proposals 1 and 2 require the affirmative vote of
a
majority of shares voted. BecauseFor this reason, abstentions and broker non-votes are not
treated as shares voted, abstentions and broker non-votes would"non-votes"
will have no impact
on such Proposals. Any shareholder who has giventhe effect of a proxy has"no" vote for purposes of obtaining the right to
revoke
it at any time prior to its exercise either by attending the Meeting and
voting
his or her shares in person or by submitting a letterrequisite
approval of revocation or a
later-dated proxy to the Portfolio at the above address prior to the date of
the
Meeting.each proposal.

In the event that a quorum is not present at athe Meeting, or in the event
that a quorum is present but sufficient votes to approve any of the proposals

are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitationsolicitations of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposals that are the subject of the Meeting,Meeting; the
percentage of votes actually cast,cast; the percentage of negative votes actually
cast,cast; the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those sharesthe Shares
represented at the Meeting in person or by proxy. A shareholder vote may be
taken on any one of the proposals in this proxy statementProxy Statement prior to anysuch adjournment
if sufficient votes have been received for approval.and it is otherwise appropriate. Under
the Fund's By-laws, of the Portfolio, as applicable, a quorum is constituted by the presence
in person or by proxy of the
holders of a majority of the outstanding sharesShares entitled to vote on the particular matter at the Meeting.

The Board has fixed the close of business on July 5, 199417, 1995 has been fixed as the record date (the "Record Date") forof
the determination of shareholders of the
Portfolio entitled to notice of and to vote at the
Meeting.Meeting and all adjournments thereof.

The PortfolioFund has one class of share common stock which has a par value of $.001$.01
per share. At the close of
business
on the Record Dateshare (the "Common Stock"). On July 17, 1995, there were 34,495,979.41619,558,334 shares
of common stock
outstanding
(the "Shares").the Common Stock outstanding. Each shareholder is entitled to one vote for
each Share held and a proportionate fraction of a vote for any fractional shareShare
held.

As of the Record Date, to the knowledge of the PortfolioFund and its Board, no
single shareholder or "group" (as that term is used in Section 13(d) of the
Securities and Exchange Act of 1934 (the "Exchange Act")), except as set forth
below, beneficially owned more than 5% of the outstanding Shares of the Portfolio.Fund. As
of the Record Date, Cede & Co., a nominee partnership of the Depository Trust
Company, held 33,350,41519,029,368 Shares, or 96%99% of the Portfolio'sFund's Shares. Of the Shares held
by Cede &and Co., Smith Barney Inc. ("Smith Barney")
held of 30,547,309record 17,947,011 Shares, or 88%89% of the
Portfolio'sFund's Shares, for which it has discretionary and non-discretionary authority.
As of the Record Date, the officers 2

and Board Members of the PortfolioFund as a group
beneficially owned less than 1% of the sharesShares of that Portfolio.the Fund.

In order that a shareholder's Shares may be represented at the Meeting,
shareholders are required to allow sufficient time for their proxies to be
received on or before 10:9:00 a.m. on September 28, 1994.

The following table shows certain information about the executive
officers
of the Portfolio, other than Heath B. McLendon, for whom comparable
information
is provided in the discussion of Proposal 1 below. Each officer of the
Portfolio
serves at the discretion of the Board.

AMOUNT (AND
PERCENTAGE) OF
OUTSTANDING
SHARES OF
COMMON STOCK
BENEFICIALLY PRINCIPAL
OCCUPATION
OFFICE OWNED* AS OF DURING THE PAST
FIVE
NAME (AGE) AND ADDRESS HELD THE RECORD DATE YEARS
---------------------- ------ --------------- ---------------
- - -----

Stephen J. Treadway (46) President None Executive Vice
1345 Avenue of the Americas President and
New York, NY 10105 Director of
Smith
Barney;
Director
and President
of
Mutual
Management
Corp., Smith,
Barney Advisors
Inc. and other
investment
companies
associated with
Smith Barney;
and
Trustee of
Corporate
Realty
Income Trust I

Richard P. Roelofs (40) Executive 1000-(.01%) Managing
Director
Two World Trade Center Vice of Smith Barney
New York, NY 10048 President and President
of
Smith Barney
Investment
Strategy
Advisors
Inc.; prior to
July 1993,
Senior
Vice President
of
Shearson Lehman
Brothers Inc.
("Shearson
Lehman
Brothers") and
Vice President
of
Shearson Lehman
Strategy
Advisors Inc.

AMOUNT (AND
PERCENTAGE) OF
OUTSTANDING
SHARES OF
COMMON STOCK PRINCIPAL
BENEFICIALLY OCCUPATION
OFFICE OWNED* AS OF DURING THE PAST
NAME (AGE) AND ADDRESS HELD THE RECORD DATE FIVE YEARS
---------------------- ------ --------------- ---------------

Lewis E. Daidone (37) Chief None Managing
Director
1345 Avenue of the Americas Financial of Smith
Barney
New York, NY 10105 and and Greenwich
Accounting Street
Advisors;
Officer and Director and
Treasurer Senior Vice
President of
Mutual
Management
Corp. and
Smith
Barney
Advisors;
prior to
January
1990 Senior
Vice
President and
Chief
Financial
Officer of
Cortland
Financial
Group,
Inc.

Christina T. Sydor (43) Secretary None Managing
Director
1345 Avenue of the Americas of Smith
Barney
New York, NY 10105 and Secretary
of
Mutual
Management
Corp. and
Smith
Barney
Advisors

Joseph P. Deane (45) Vice None Senior Vice
Two World Trade Center President President and
New York, NY 10048 and Managing
Director
Investment of the
Adviser;
Officer prior to July
1993, Senior
Vice
President and
Managing
Director
of Shearson
Lehman
Advisors

David Fare (30) Investment None Vice President
of
Two World Trade Center Officer the Adviser;
New York, NY 10048 prior to July
1993, Vice
President of
Shearson
Lehman
Advisors;
prior
to March 1989,
a
senior
portfolio
accountant
with
the firm of
Merrill Lynch
Pierce, Fenner
&
Smith Inc.,
New
York, New York

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

* For this purpose "beneficial ownership" is defined under Section 13(d) of
the
Exchange Act. The information as to beneficial ownership is based solely
upon
information furnished to the Portfolio by the officers.

413, 1995.

Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at the Meeting in person or by proxy by the shareholders of the Fund
voting on the matter. Proposal 2 requires for approval the affirmative vote of a
plurality of the votes cast at the Meeting in person or by proxy by the
shareholders of the Fund voting on the matter.

PROPOSAL 1: TO ELECT THREE (3)ELECTION OF DIRECTORS OF THE PORTFOLIO

The first proposal to be considered at the Meeting is the election of three
(3)six
(6) Directors of the Portfolio.

The BoardFund.

Under the terms of the Fund's Charter, the holders of Common Stock, are to
elect six Directors of the Portfolio is divided into three classes
with
the terms of office of one class expiring each year. At the forthcoming
Meeting,
it is proposed that Martin Brody and Allan J. Bloostein each be elected for
a term of three years (until the Annual Meeting in 1997) and thatFund. Charles Barber, Robert A. Frankel, be elected for a term of one year (until the Annual Meeting in 1995), in each
case
until their respective successors are duly electedMartin
Brody, Dwight B. Crane, Heath B. McLendon and qualified. Messrs.
Brody
andAllen J. Bloostein have previously
been elected by the shareholders and are
currently
servingserved as Class I Directors. Mr. Frankel is currently serving as a Class II
Director.

Messrs. Brody, Bloostein and Frankel haveEach nominee has consented to serve as Directorsa Director if
elected at the Meeting. If a designated nominee declines or otherwise becomes
unavailable for election, however, the proxy confers discretionary power on the
persons named therein to vote in favor of a substitute nominee or nominees.

Set forth below are the names of the nominees for re-election to the Fund's
Board of Directors, together with certain other information:

Number Of The
Fund's Common
Name, Age, Principal Occupation and Served as Stock Beneficially
Other Business Experience During the a Director Owned As Of
Past Five Years Since Class July 17, 1995
------------------------------------ --------------- -----------------

Charles Barber (76) 1994 Common
Consultant; formerly Chairman of the
Board, ASARCO Incorporated

Allan J. Bloostein (64) 1994 Common
Consultant, formerly Vice Chairman of
the Board of May Department Stores
Company; Director of Crystals Brands,
Inc. Melville Corp., R.G. Barry Corp.
and Hechinger Co.

Martin Brody (72) 1994 Common
Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; Director of Jaclyn, Inc. an
apparel manufacturer

Dwight B. Crane (56) 1994 Common 450
Harvard Business School
Soldiers Field Road
Boston, MA 02163

Robert A. Frankel (68) 1994 Common 200
102 Grand Street
Croton-on-Hudson, New York
10520

Heath B. McLendon* (62) 1994 Common 527
388 Greenwich Street, 22nd Floor
New York, New York 10013
Managing Director of Smith Barney
Inc., Chairman of Smith Barney
Strategy Advisers Inc. and President
SBMFM; prior to July 1993,
Senior Executive Vice President of
Shearson Lehman Brothers Inc.,
Vice Chairman of Asset Management
Division of Shearson Lehman Brothers
Inc., Director of PanAgora Asset
Management, Inc. and PanAgora Asset
Management Limited

----------
* Interested person of the Fund as defined in the Investment Company Act of
1940, as amended (the "1940 Act").

** For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"). This information
as to beneficial ownership is based upon information furnished to the Fund
by Directors.

Section 16(a) of the Exchange Act requires the Portfolio'sFund's officers and
Directors,directors and persons who beneficially own more than ten percent of a
registered class of the Portfolio's equity securities,Fund's
Common Stock, to file reports of ownership with the Securities and Exchange
Commission, (the "SEC"), the New York Stock Exchange, Inc. and the Portfolio.Fund. Based solely upon
its review of the copies of such forms received by it and written representations from
certain such persons, the PortfolioFund believes that during its fiscal year 1993,ended May
31, 1995, all filing requirements applicable to such persons were complied with.

The names of the principal officers of the Fund, with the exception of Mr.
McLendon are listed in the table below together with certain additional
information. Mr. McLendon was elected Chairman of the Board in 1994. Each of the
officers of the Fund will hold such office until a successor is voted upon by
the Board of Directors.

Principal Occupations and
Position other Affiliations During
Name and Age (Year First Elected) the Past Five Years
------------- -------------------- -----------------------------

Jessica M. Bibliowicz, President (1995) Executive Vice President of
age 35 Smith Barney Inc.; prior to
1994, Director of Sales and
Marketing for Prudential
Mutual Portfolios; prior to
1991, First Vice President,
Asset Management Division of
Shearson Lehman Brothers Inc.

Joseph P. Deane, Vice President and Managing Director of SBMFM;
age 39 Investment Officer prior to July 1993, Managing
(1994) Director of Shearson Lehman
Advisors.

Lewis E. Daidone, Senior Vice President Chief Financial Officer,
age 37 Managing Director Director and Senior Vice
of Smith Barney President of SBMFM.
Inc.; and Treasurer
(1994)

Christina T. Sydor, Secretary (1994) Managing Director of Smith
age 44 Barney Inc.; General Counsel
and Secretary of SBMFM.

The principal business address of Ms. Bibliowicz, Mr. Deane, Mr. Daidone
and Ms. Sydor is 388 Greenwich Street, New York, New York 10013. None of the
executive officers of the Fund owns any shares of the Fund.

No officer, director or employee of the Fund's investment adviser or
administrator receives any compensation from the Fund for serving as an officer
or director of the Fund. The Fund pays each Director who is not an "interested person"a director,
officer or employee of the Portfolio (an
"Independent Board Member") receivesFund's investment adviser or administrator a fee of
$5,000 per annumyear plus $500 per meeting attended, and reimbursement for travel and out-of-pocket expenses.regular meeting. The Fund also reimburses each
Director actual out of pocket expenses relating to attendance at meeting. The
aggregate remuneration and expenses paid to Directors by the Portfolio for the fiscal year
ended May 31, 1994 amountedFund to $35,775 (including reimbursement for travel and
out-of-pocket expenses). The Board ofsuch Directors held five meetings during
the fiscal year ended May 31, 1994, four1995 amounted to $39,500.

Number of
Portfolios for
Total which were regular meetings.

The Board has an Audit Committee consistingDirector
Total Compensation Serves Within
Compensation from Portfolio Portfolio
Name of all Independent Board
Members. The Audit Committee reviews the scope and results of the Portfolio's
annual audit with the Portfolio's independent accountants and recommends the
engagement of accountants. The Audit Committee met twice duringPerson from Fund Complex Complex
-------------- ------------ -------------- --------------

Charles Barber $8,000 $ 40,500 6
Martin Brody $8,000 $111,675 20
Dwight Crane $7,500 $125,975 24
Allan Bloostein $8,000 $ 79,000 10
Robert Frankel $8,000 $ 75,850 8
Heath B. McLendon -- -- 41

During the fiscal year ended May 31, 1994.1995 the Directors of the Fund met 5
times. Each incumbent Director attended at least 75% of the meetings held during the
period they were in office. The Fund's Audit Committee is comprised of those
Directors who are not "interested persons" of the Board and committees of which he is a member that were heldFund as defined in the last fiscal year.

Each1940
Act. The Audit Committee is responsible for recommending the selection of the
nomineesFund's independent accountants and reviewing all audit as well as non-audit
accounting services performed for Directorthe Fund. During the fiscal year ended May 31,
1995 the Audit Committee met three times. All of the Portfolio currently serves as a
Director ofAudit Committee members
attended the Portfolio. Any Director may resign and any Director may be
removed at any meeting of shareholders called for that purpose by a vote of a
majority of the votes entitled to be cast for election of Directors. In case a

vacancy shall exist for any reason, the remaining Directors may fill the
vacancy
by appointing another Director. If at any time less than a majority of the
Directors holding office have been elected by shareholders, the Directors then
in office will call a shareholders meeting for the purpose of electing
Directors.

Set forth in the following table are the existing Directors and nominees
for election to the Board of Directors of the Portfolio, together with certain
other information:

AMOUNT (AND
PERCENTAGE) OF
OUTSTANDING
SHARES OF PRINCIPAL
COMMON STOCK OCCUPATION
BENEFICIALLY AND OTHER
BOARD MEMBER OWNED** DIRECTORSHIPS***
OF PORTFOLIO AS OF THE DURING THE
NAME (AGE) AND ADDRESS SINCE RECORD DATE PAST FIVE YEARS
---------------------- ------------ -------------- ----------------

NOMINEES TO SERVE UNTIL
THE 1997 MEETING OF
SHAREHOLDERS:

Martin Brody (71) 1992 None Vice Chairman of the
Board of
Three ADP Boulevard Directors of
Restaurant
Roseland, NJ 07068 Associates Corp.;
Director of
Jaclyn, Inc., an
apparel
manufacturer

Allan J. Bloostein (63) 1992 None Consultant; formerly
Vice
27 West 67th Street, Chairman of the Board
of May
Apt. 5FW Department Stores
Company;
New York, NY 10023 Director of Crystal
Brands,
Inc., Melville Corp.,
R.G.
Barry Corp. and
Hechinger Co.
DIRECTORS TO SERVE UNTIL
THE 1996 MEETING OF
SHAREHOLDERS:

Dwight B. Crane (55) 1992 None Professor, Graduate
School of
Harvard Business School Business
Administration,
Soldiers Field Road Harvard University;
Director
Boston, MA 02163 of Peer Review
Analysis, Inc.

Charles Barber (75) 1992 None Consultant; formerly
Chairman
66 Glenwood Drive of the Board, ASARCO
Greenwich, CT 06830 Incorporated

DIRECTOR TO SERVE UNTIL
THE 1995 MEETING OF
SHAREHOLDERS:

Robert A. Frankel (67) 1992 None Consultant; formerly
102 Grand Street, Corporate Vice
President of
Groton-on-Hudson, NY the Readers Digest
10520

Heath B. McLendon* (60) 1992 507- Executive Vice
President of
Two World Trade Center (.01%) Smith Barney; Chairman
of the
New York, NY 10048 Board of Smith Barney
Strategy Advisers
Inc.; prior
to July 1993, Senior
Executive Vice
President of
Shearson Lehman
Brothers,
Vice Chairman of
Shearson
Asset Management, a
member of
the SLB Asset
Management
Division of Shearson
Lehman
Brothers; Director of
PanAgora Asset
Management,
Inc. and PanAgora
Asset
Management Limited,
investment advisory
affiliates of Shearson
Lehman
Brothers

All directors and (.01%)
officers as a group (12
persons including the
foregoing)

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

* "Interested person" of the Portfolio, as defined in the 1940 Act, by
virtue
of his position as an officer or director of the Adviser or one of its
affiliates.

** For this purpose "beneficial ownership" is defined under Section 13(d) of
the Exchange Act. The information as to beneficial ownership is based
solely
upon information furnished to the Portfolio by the nominees/directors.

*** Directorships, general partnerships or trusteeships of companies that are
required to report to the SEC, other than open-end registered investment
companies.

REQUIRED VOTEmeetings.

Election of the listed nominees for Director will require the affirmative
vote of the holders of a majority of the votes cast atshares of the Meeting in person or by proxy.Common Stock.

THE BOARD OF THE PORTFOLIO,FUND, INCLUDING ALL THE INDEPENDENT BOARD MEMBERS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.

PROPOSAL 2: TO RATIFY THE SELECTION OF COOPERS & LYBRANDKMPG PEAT MARWICK LLP AS THE INDEPENDENT
ACCOUNTANTS FOR THE PORTFOLIOFUND FOR THE CURRENT FISCAL YEAR

The second proposal to be considered at the Meeting is the ratification of
the selection of Coopers & LybrandKMPG Peat Marwick LLP ("Peat Marwick") as the independent
public accountants for the Portfolio.Fund for the fiscal year ending May 31, 1996.

Coopers & Lybrand One Post Office Square, Boston, Massachusetts 02109,
hasL.L.P. ("Coopers & Lybrand") served as the Fund's
independent public accountants for the Portfolio for the fiscal year ended May 31, 1995. On May
24, 1995, based upon recommendation of the Audit Committee of the Fund's Board
of Directors, and in accordance with Section 32 of the 1940 Act, and the rules
thereunder, the Board voted to appoint Peat Marwick as the Fund's independent
accountants for the fiscal year ending May 31, 1996.

During the Fund's two most recent fiscal years ended May 31, 1994 and has been selected1995,
Coopers & Lybrand's report on the Fund's financial statements contained no
adverse opinion or disclaimer or opinion, nor were they qualified or modified as
to serve in this capacity foruncertainty, audit scope, or accounting principles. During the Portfolio's current fiscal year by at least a majority of the Independent
Board
Members.same period,

there were no disagreements with Coopers & Lybrand has informedon any matter of accounting
principles or practices, financial statements disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the Portfolio that it has no direct or
indirect financial interest in the Portfolio, Smith Barney, or any of their
affiliates. Representativessatisfaction of Coopers &
Lybrand, are expectedwould have caused it to make reference to the subject matter of the
disagreement in connection with its report. During this period, there have been
no "reportable events" as such term is described in Item 304(a)(1)(v) of
Regulation S-K with respect to Coopers & Lybrand.

During the Fund's two most recent fiscal years ended May 31, 1994 and 1995,
the Fund has not consulted with Peat Marwick on items which (i) concerned the
application of accounting principals to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Fund's financial statements or (ii) concerned the subject matter of a
disagreement or reportable event with Coopers & Lybrand.

The Fund has requested Coopers & Lybrand to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether Coopers &
Lybrand agrees with the statements contained in the paragraphs above. If the
Fund receives a written request from any shareholder at least five (5) days
prior to the Meeting stating that the shareholder will be present in person at
the Meeting and desires to ask questions of Coopers & Lybrand and Peat Marwick,
the Fund will arrange to have representatives of each present at the Meeting and will be given the opportunity to make a statement if they so
desire and will
respond to appropriate questions.

REQUIRED VOTE

Ratification of the selection of Coopers & LybrandPeat Marwick as independent accountants for the Portfolio
requires the affirmative vote of the holders of
a majority of the votes cast at the Meeting
in person or by proxy.

THE BOARD OF THE PORTFOLIO,DIRECTORS, INCLUDING ALL OF THE INDEPENDENT BOARD
MEMBERS,"NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
COOPERS & LYBRAND.

ADDITIONAL INFORMATION

INVESTMENT ADVISER

Greenwich Street Advisors (the "Adviser"), locatedINDEPENDENT ACCOUNTANTS.

OTHER MATTERS TO COME BEFORE THE MEETING

The Directors do not intend to present any other business at Two World Trade
Center, New York, New York 10048, has servedthe Meeting,
nor are they aware that any shareholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named as the investment adviser to the
Portfolio since July 30, 1993 pursuant to an investment advisory agreement
dated
July 30, 1993 (the "Advisory Agreement"). The Adviser (through its
predecessors)
has beenproxies in
the investment counseling business since 1934 and is a divisionaccompanying form of Mutual Management Corp. ("MMC") which was incorporated in 1978. The Adviser
renders investment advice to investment companies that had assets under
management as of June 30, 1994 in excess of $39.1 billion. MMC is a wholly
owned
subsidiary of Smith Barney which in turn is a wholly owned subsidiary of The
Travelers Inc. ("Travelers"). The principal executive offices of Smith Barney
and Travelers are 1345 Avenue of the Americas, New York, New York 10105, and
65
East 55th Street, New York, New York 10022, respectively.

Prior to July 30, 1993, Shearson Lehman Advisors, a member of the
investment management group of the SLB Asset Management Division of Shearson
Lehman Brothers, served as investment adviser to the Portfolio. As of the
close
of business on July 30, 1993, Travelers (which at the time was known as
Primerica Corporation) and Smith Barney, Harris Upham & Co. Incorporated
completed the acquisition of substantially all of the domestic retail
brokerage
and asset management businesses of Shearson Lehman Brothers Inc., and Smith
Barney, Harris Upham & Co. Incorporated was renamed Smith Barney Shearson Inc.
As of June 1, 1994, Smith Barney Shearson Inc. was renamed Smith Barney Inc.
As
of the close of business on July 30, 1993, the Adviser succeeded Shearson
Lehman
Advisors as the Portfolio's investment adviser. The new investment advisory
agreement with the Adviser contains terms and conditions substantially similar
to the investment advisory agreement with the predecessor investment adviser
and
provides for payment of fees at the same rate as was paid to such predecessor
investment adviser.

As of the Record Date, the Directors and/or executive officers of the
Portfolio beneficially owned (or were deemed to beneficially own pursuant to
the
rules of the SEC) less than 1% of the shares of common stock of Travelers. The
name, principal occupation and address of each director and principal
executive
officer of the Adviser are set forth in Exhibit A hereto. An audited balance
sheet for MMC as of December 31, 1993 is set forth as Exhibit B hereto.

THE ADVISORY AGREEMENT

The Advisory Agreement was most recently approved by the Portfolio's
Board
of Directors, including a majority of the Independent Board Members on April
7,
1993, and by the Portfolio's shareholders on June 9, 1993, pursuant to an
undertaking to the SEC to submit the Advisory Agreement to shareholders for
their approval at the first meeting of shareholders. Under the terms of the
Agreement, the Adviser is required, subject to the supervision and approval of
the Board of the Portfolio, to manage the Portfolio's investmentsproxy will vote thereon in accordance with the investment objectives and policies as stated in the Portfolio's
Prospectus. The Adviser is responsible for making investment decisions,
supplying investment research and portfolio management services and placing
orders to purchase and sell securities on behalf of the Portfolio.

In consideration of services rendered by the Adviser pursuant to the
Advisory Agreement, the Portfolio pays a monthly fee at the annual rate of
.70%
of the Portfolio's average monthly net assets. Pursuant to the Advisory
Agreement, the Portfolio paid a total of $3,122,879 in advisory fees for the
fiscal year ended May 31, 1994.

The Adviser bears all expenses in connection with the performance of its
services under the Advisory Agreement. Other expenses incurred in the
operation
of the Portfolio are borne by the Portfolio, including taxes, interest,
brokerage

9their
judgment.

fees and commissions, if any; fees of the Board Members who are not officers,
directors, shareholders or employees of the Adviser, the Portfolio's
administrator or sub-administrator and its affiliates; SEC fees and state blue
sky qualification fees; charges of custodian and transfer and dividend
disbursing agents; certain insurance premiums; outside auditing and legal
expenses; cost of investor services (including allocable telephone and
personnel
expenses); costs of preparation and printing of shareholders' reports; costs
incurred in connection with meetings of the Board and of the shareholders of
the
Portfolio; listing fees; and any extraordinary expenses.

If in any fiscal year the aggregate expenses of the Portfolio (including
fees pursuant to the Advisory Agreement (and the administration agreement) but
excluding interest, taxes, brokerage and, if permitted by state securities
commissions, extraordinary expenses) exceed the expense limitation of any
state
having jurisdiction over the Portfolio, the Adviser will reduce its advisory
fees to the Portfolio for the excess expense to the extent required by state
law
in the same proportion as its advisory fee bears to the Portfolio's aggregate
fees for investment advice and administration. Proportionate reductions would
also be made by the Portfolio's administrator. This expense reimbursement, if
any, will be estimated, reconciled and paid on a monthly basis.

The Advisory Agreement provides that in the absence of willful
misfeasance,
bad faith, gross negligence or reckless disregard of its obligations
thereunder,
the Adviser shall not be liable for any act or omission in the course of, or
in
connection with, the rendering of its services thereunder.

Pursuant to its terms, the Advisory Agreement will remain in effect for
an
initial two-year term and will continue in effect for successive periods if
and
so long as such continuance is specifically approved annually by (a) the
Portfolio's Board or (b) a Majority Vote of the Portfolio's shareholders,
provided that in either event, the continuance also is approved by a majority
of
the Independent Board Members by vote cast in person at a meeting called for
the
purpose of voting on approval. The Advisory Agreement is terminable, without
penalty, on 60 days' written notice by the Board of the Portfolio or by a
Majority Vote of the Portfolio's shareholders, or on 90 days' written notice
by
the Adviser. The Advisory Agreement will terminate automatically in the event
of
its assignment (as defined in the Investment Company Act of 1940, as amended).

PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities for the Portfolio are made by the
Adviser, subject to the overall review of the Portfolio's Board. Although
investment decisions for the Portfolio are made independently from those of
the
other accounts managed by the Adviser, investments of the type the Portfolio
may
make also may be made by those other accounts. When the Portfolio and one or
more other accounts managed by the Adviser are prepared to invest in, or
desire

to dispose of, the same security, available investments or opportunities for
sales will be allocated in a manner believed by the Adviser to be equitable to
each. In some cases, this procedure may adversely affect the price paid or
received by the Portfolio or the size of the position obtained or disposed of
by
the Portfolio.

Transactions on U.S. stock exchanges and many foreign stock exchanges
involve the payment of negotiated brokerage commissions. On exchanges on which
commissions are negotiated, the cost of transactions may vary among different
brokers. No stated commission is generally applicable to securities traded in
U.S. over-the-counter markets, but the prices of those securities include
undisclosed commissions or mark-ups. The cost of securities purchased from
underwriters includes an underwriting commission or concession and the prices
at
which securities are repurchased from and sold to dealers include a dealer's
mark-up or mark-down. U.S. government securities are generally purchased from
underwriters or dealers, although certain newly-issued U.S. government
securities may be purchased directly from the United States Treasury or from
the
issuing agency or instrumentality.

In selecting brokers or dealers to execute portfolio transactions on
behalf
of the Portfolio, the Adviser seeks the best overall terms available. In
assessing the best overall terms available for any transaction, the Adviser
will
consider the factors it deems relevant, including the breadth of the market in
the security, the price of the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of the commission,
if
any, for the specific transaction and on a continuing basis. In addition, the
Adviser is authorized, in selecting brokers or dealers to execute a particular
transaction and in evaluating the best overall terms available, to consider
the
brokerage and research services (as those terms are defined in Section 28(e)
of
the Exchange Act) provided to the Portfolio and/or other accounts over which
the
Adviser or its affiliates exercise investment discretion. The fees under an
Agreement are not reduced by reason of the Portfolio's or the Adviser's
receiving brokerage and research services. Research and investment services
are
those which brokerage houses customarily provide to institutional investors
and
include statistical and economic data and research reports on particular
issues
and industries. These services are used by the Adviser in connection with all
of
its investment activities, and some of the services obtained in connection
with
the execution of transactions for the Portfolio may be used in managing other
investment accounts. Conversely, brokers furnishing these services may be
selected for the execution of transactions for these other accounts, whose
aggregate assets may exceed those of the Portfolio, and the services furnished
by the brokers may be used by the Adviser in providing investment management
for
the Portfolio. During the last fiscal year of the Portfolio, neither the
Portfolio nor its Adviser, pursuant to any agreement or understanding with a
broker or otherwise through an internal allocation procedure, directed the
Portfolio's brokerage transactions to a broker or brokers because of research
services provided. The Board of the Portfolio periodically will

review the commissions paid by the Portfolio to determine if the commissions
paid over representative periods of time were reasonable in relation to the
benefits inuring to the Portfolio. Over-the-counter purchases and sales by the
Portfolio are transacted directly with principal market makers except in those
cases in which better prices and executions may be obtained elsewhere.

To the extent consistent with applicable provisions of the 1940 Act and
the
rules and exemptions adopted by the SEC under the 1940 Act, subject to the
approval of the Board of the Portfolio, transactions for the Portfolio may be
executed through Smith Barney and other affiliated broker-dealers if, in the
judgment of the Adviser, the use of an affiliated broker-dealer is likely to
result in price and execution at least as favorable as those of other
qualified
broker-dealers.

The Portfolio will not purchase any security, including U.S. government
securities, during the existence of any underwriting or selling group relating
to the security of which Smith Barney is a member, except to the extent
permitted by the SEC.

For the fiscal year ended May 31, 1994, the Portfolio did not incur any
brokerage commissions.

SUBMISSION OF SHAREHOLDER PROPOSALS

Shareholders wishing to submit proposals for inclusion in a proxy
statement
for the 1995 annual meeting of shareholders must submit their proposals for
inclusion in the proxy materials relating to the next annual meeting in
writing
to the Secretary of the Portfolio, c/o Smith Barney Inc., 1345 Avenue of the
Americas, New York, New York 10105, no later than April 4, 1995.

SHAREHOLDERS'SHAREHOLDER'S REQUEST FOR SPECIAL MEETING

Shareholders entitled to cast at least 25% of all votes entitled to be cast
at a meeting may require the calling of a meeting of shareholders for the
purpose of voting on the removal of any Board MemberDirector of the Portfolio.Fund. Meetings of
shareholders for any other purpose also shall be called by the Chairman of the
Board, the President or the Secretary of the PortfolioFund when requested in writing by
shareholders entitled to cast at least 25% of all votes entitled to be cast at
a meeting.

OTHER MATTERS TO COME BEFORE THE MEETING

The Portfolio does not intendthe Meeting.

SUBMISSION OF SHAREHOLDERS PROPOSALS

All proposals by shareholders of the Fund which are intended to present any other businessbe
presented at the Fund's next Annual Meeting nor is it aware that any shareholder intendsof Shareholders to do so. If, however, any other
matters are properly brought beforebe held in 1996
must be received by the Meeting, the persons namedFund for consideration for inclusion in the accompanyingFund's proxy
card(s) will vote thereon in accordance with their
judgment.statement and proxy relating to that meeting no later than April 10, 1996.

August 3, 19949, 1995

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

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

EXHIBIT LIST

EXHIBIT A Name, Position with, Principal Occupation and Address
of each Director and Principal Executive Officer of
the Adviser.
EXHIBIT B Audited balance sheet of MMC.

EXHIBIT
A

NAME, OCCUPATION AND ADDRESS OF
EXECUTIVE OFFICERS OF
GREENWICH STREET ADVISORS

The name, position with Greenwich Street Advisors and principal
occupation
of each executive officer and director of Greenwich Street Advisors are set
forth in the following table. The business address of each such person is Two
World Trade Center, New York, New York 10048.

POSITION WITH GREENWICH
NAME STREET ADVISORS PRINCIPAL OCCUPATION
- - ---- ----------------------- --------------------

Thomas B. Stiles II... Chairman and Chief Executive Vice President
Executive Officer of Smith Barney

John C. Bianchi....... Managing Director Same

Robert Brady.......... Managing Director Same

Ellen S. Cammer....... Managing Director Same

Peter M. Coffey....... Managing Director Same

James Conroy.......... Managing Director Same

Joseph P. Deane....... Managing Director Same

Kenneth Egan.......... Managing Director Same

Jay Gerken............ Managing Director Same

Jack Levande.......... Managing Director Same

Lawrence T. Managing Director Same
McDermott...........

George Novello........ Managing Director Same

Ronald Perry.......... Managing Director Same

Kevin Reed............ Managing Director Same

Patrick Sheehan....... Managing Director Same

Phyllis M.
Zahorodny........... Managing Director Same

A-1

EXHIBIT
B

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of
Mutual Management Corp.:

We have audited the accompanying consolidated statement of financial
condition of Mutual Management Corp. (a wholly-owned subsidiary of Smith
Barney
Holdings Inc.) and its Subsidiary as of December 31, 1993. This consolidated
financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this consolidated financial
statement
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain
reasonable assurance about whether the consolidated statement of financial
condition is free of material misstatement. An audit of a consolidated
statement
of financial condition includes examining, on a test basis, evidence
supporting
the amounts and disclosures in the consolidated statement of financial
condition. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit of the
consolidated
statement of financial condition provides a reasonable basis for our opinion.

In our opinion, the consolidated statement of financial condition
referred
to above presents fairly, in all material respects, the financial position of
Mutual Management Corp. and its Subsidiary as of December 31, 1994 in
conformity
with generally accepted accounting principles.

KPMG Peat Marwick

New York, New York
March 14, 1994

B-1

MUTUAL MANAGEMENT CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993

ASSETS

Cash................................. $ 238
Management fees receivable........... 13,428,876
Investments in affiliated mutual
funds, at market................... 1,074,258
Furniture and fixtures, net of
accumulated depreciation and
amortization, of
$142,035........................... 193,356
Investment advisory contracts, net of
accumulated amortization, of
$26,185,930........................ 476,513,330
Receivable from affiliate............ 208,595
Other assets......................... 24,513,330
------------
$515,932,636
============
LIABILITIES AND STOCKHOLDER'S EQUITY
Note payable to Parent............... $412,389,100
Payable to Parent and affiliate...... 37,487,039
Stockholder's equity:
Common stock ($1 par value)........ $ 500
Additional paid-in capital......... 49,053,121
Retained earnings.................. 16,836,177
Cumulative translation
adjustment...................... 166,699
-----------
$66,056,497
------------
$515,932,636
============

NOTES:

(1) Organization -- Mutual Management Corp. ("MMC"), a wholly-owned subsidiary
of Smith Barney Shearson Holdings, Inc. ("Parent") (formerly Smith Barney
Holdings, Inc.), is a registered investment adviser and acts pursuant to
management agreements as investment manager to sixty-eight investment
company portfolios and as administrator of The Inefficient-Market Fund,
Inc. MMC provides each company with personnel, investment advice, office
space and administrative services at fees based on the net assets of each
fund. The consolidated statement of financial condition includes the
accounts of Smith Barney Asset Management Corp., a wholly-owned
subsidiary
of MMC. Significant intercompany balances have been eliminated in
consolidation.

B-2

(2) Shearson Acquisition -- On July 31, 1993, Smith Barney, Harris Upham &
Co.
Incorporated ("SBHU"), together with certain of its affiliates (including
MMC) and The Travelers Inc. (formerly Primerica Corporation) acquired the
domestic retail brokerage and asset management businesses ("Shearson") of
Shearson Lehman Brothers Holdings Inc. and its subsidiaries, a subsidiary
of American Express Company. Shearson was combined with the operations of
SBHU and its affiliates, and SBHU was renamed Smith Barney Shearson Inc.
("SBS"). The acquisition included the contracts to manage fifty-one of
Shearson's investment company portfolios.

(3) Related Party Transactions -- SBS provides MMC with executive and
administrative services (e.g., accounting, legal, personnel, facilities,
mail and other support services) and order processing support on a basis
mutually agreed upon. Receivable from and payable to affiliate are non-
interest bearing. Investments in affiliated mutual funds represent shares
of Smith Barney Money Funds, Inc., Smith Barney Muni Funds and Smith
Barney
Tax Free Money Fund, Inc. Such investments are carried at market value.
In
1993, MMC transferred a deferred tax liability, resulting from the
adoption
of Statement of Financial Accounting Standard No. 109 on January 1, 1992,
to the Parent pursuant to a tax sharing agreement. The resulting payable
to
Parent is non-interest bearing. Substantially all cash collected by MMC
relating to management fees is remitted to the Parent in the form of
dividends.

(4) Income Taxes -- Under an income tax allocation arrangement with the
Parent
and The Travelers Inc., MMC's federal, state and local income taxes are
provided for on a separate return basis without regard to timing
differences, and are subject to the utilization of tax attributes in The
Travelers Inc. consolidated income tax provision. Under the tax sharing
agreement, MMC remits taxes to the Parent.

(5) Investment Advisory Contracts -- Investment advisory contracts include
$387,015,720 of value ascribed to the acquired Shearson investment
company
portfolios purchased by MMC (see note 2). The cost of these contracts is
being amortized over twenty years on a straight-line basis.

In addition, the balance also includes the amortized cost assigned to
certain investment advisory contracts in connection with the acquisition
of
the Parent by Commercial Credit Group, Inc. in December 1988. The
combined
successor firm subsequently changed its name to Primerica Corporation
(now
The Travelers Inc.). The cost of these contracts is being amortized over
thirty years on a straight-line basis.

(6) Notes Payable -- At December 31, 1993 note payable to Parent represents a
demand note at a rate of LIBOR plus .75%. The note was issued for the
financing of investment advisory contracts (purchased on July 31, 1993

B-3

(see note 2) and certain deferred expenses originally paid by SBS
relating
to closed end funds sponsored by MMC.

On November 1, 1993 MMC paid the third and final installment of a
promissory note to SBS relating to the transferral of the investment
advisory contract for the Vantage Money Market Funds from SBS in October,
1990.

(7) Stockholder's Equity -- Common shares authorized consist of 5,000 shares
of
Class A (non-voting) and 5,000 shares of Class B (voting). At December
31,
1993, 449 Class A shares and 51 Class B shares were issued and
outstanding.
In connection with the acquisition of Smith Barney Inc. by Primerica
Corporation on June 19, 1987 and the subsequent acquisition of Primerica
Corporation by Commercial Credit Group, Inc. in December 1988, MMC was
recapitalized and its retained earnings on both dates were transferred to
additional paid-in capital.

B-4

VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS

(Please Detach at Perforation Before Mailing)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .

Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF NOMINEES AS
DIRECTORS AND PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.

1. ELECTION OF DIRECTORS FOR all nominees listed
WITHHOLD AUTHORITY
(except as marked to the
to vote for all nominees
Allan J. Bloostein, Martin Brody and contrary below)
Robert A. Frankel

(Instruction: To withhold authority for any nominee, write his name on the
line provided below.)
___________________________________________________________________________

2. To ratify the selection of Coopers & Lybrand as FOR
AGAINST ABSTAIN
independent accountants for the Portfolio

VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS

(Please Detach at Perforation Before Mailing)

MANAGED MUNICIPALS PORTFOLIO INC. PROXY SOLICITED
BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Managed Municipals Portfolio Inc.
(the "Portfolio"), a Maryland corporation, hereby appoints Heath B.
McLendon, Richard P. Roelofs, Christina T. Sydor and Lee D.
Augsburger attorneys and proxies for the undersigned with full powers
of substitution and revocation, to represents the undersigned and to
vote on behalf of the undersigned all shares of the Portfolio that
the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Managed Municipals Portfolio Inc. to be held at the
offices of the Portfolio, Two World Trade Center, New York, New York
on September 28, 1994 at 10:00 a.m., and any adjournment or
adjournments thereof. The undersigned hereby acknowledges receipt of
the Notice of Meeting and Proxy Statement dated August 3, 1994 and
hereby instructs said attorneys and proxies to vote said shares as
indicated herein. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the Meeting
in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the power and authority
of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
PLEASE
SIGN, DATE AND RETURN
PROMPTLY IN THE
ENCLOSED ENVELOPE

Note: Please sign exactly as your name appears on this
Proxy. If joint owners, EITHER may sign this Proxy.
When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your
full title.

DATE: _________________________________________
_______________________________________________
_______________________________________________
Signature(s) (Title(s), if applicable)

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