EX-99.77B ACCT LTTR

                  Independent Auditors' Report


To the Shareholders and Board of Directors of
Smith Barney Appreciation Fund, Inc.:

In planning and performing our audit of the financial statements
of Smith Barney Appreciation Fund, Inc. ( Fund ) for the year
ended December 31, 2002, we considered its internal control,
including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, not to provide assurance on
internal control.

The management of the Fund is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with accounting
principles generally accepted in the United States of America.
Those controls include the safeguarding of assets against
unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or
fraud may occur and not be detected.  Also, projection of any
evaluation of internal control to future periods is subject to
the risk that it may become inadequate because of changes in
conditions or that the effectiveness of the design and operation
may deteriorate.

Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants.  A material weakness is a
condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing
their assigned functions.  However, we noted no matters involving
internal control and its operation, including controls for
safeguarding securities that we consider to be material
weaknesses as defined above as of December 31, 2002.

This report is intended solely for the information and use of
management and the Board of Directors of the Fund and the
Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.


                                                  KPMG LLP

New York, New York
February 12, 2003

EX-99.77Q3

Smith Barney Appreciation Fund Inc.
125 Broad Street
New York, NY 10004

                           SUB-ITEM 77Q3


(a) (i)  Based upon their evaluation of the registrant's disclosure
  controls  and  procedures as conducted within  90  days  of  the
  filing  date  of  this report, the registrant's chief  executive
  officer  and chief financial officer have concluded  that  those
  disclosure controls and procedures provide reasonable  assurance
  that  the material information required to be disclosed  by  the
  registrant  in  the  reports  it  files  or  submits  under  the
  Securities  Exchange Act of 1934, as amended (the  1934  Act  ),
  is  recorded, processed, summarized and reported in  substantial
  compliance  with  the  1934 Act and the Commission's  rules  and
  forms thereunder.

     (ii)             There  were no significant  changes  in  the
  registrant's  internal controls or in other factors  that  could
  significantly affect these controls subsequent to  the  date  of
  their last evaluation.

    (iii)              Certifications

 I, R. Jay Gerken, certify that:

 1.   I have reviewed this report on Form N-SAR of Smith Barney
   Appreciation Fund Inc.;

 2.   Based on my knowledge, this report does not contain any
   untrue statement of a material fact or omit to state a material
   fact necessary to make the statements made, in light of the
   circumstances under which such statements were made, not
   misleading with respect to the period covered by this report;

 3.   Based on my knowledge, the financial information included in
   this report, and the financial statements on which the financial
   information is based, fairly present in all material respects the
   financial condition, results of operations, changes in net assets,
   and cash flows (if the financial statements are required to
   include a statement of cash flows) of the registrant as of, and
   for, the periods presented in this report;

 4.   The registrant's other certifying officers and I are
   responsible for establishing and maintaining disclosure controls
   and procedures (as defined in rule 30a-2(c) under the Investment
   Company Act) for the registrant and have:

   a)   designed such disclosure controls and procedures to ensure
     that material information relating to the registrant, including
     its  consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which
     this report is being prepared;

   b)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing date of this report (the  Evaluation Date ); and

   c)    presented  in  this  report  our  conclusions  about  the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

5.    The  registrant's  other  certifying  officers  and  I  have
  disclosed,  based  on  our  most  recent  evaluation,   to   the
  registrant's auditors and the audit committee of the registrant's
  board   of  directors  (or  persons  performing  the  equivalent
  functions):

   a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize, and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls; and

   b)   any fraud, whether or not material, that involves management
     or other employees who have a significant role in the registrant's
     internal controls; and

6.    The  registrant's  other  certifying  officers  and  I  have
  indicated  in this report whether or not there were  significant
  changes  in  internal controls or in other  factors  that  could
  significantly affect internal controls subsequent  to  the  date
  of  our most recent evaluation, including any corrective actions
  with   regard   to   significant   deficiencies   and   material
  weaknesses.



Date: February 27, 2003                /s/ R. JAY GERKEN
                                Chief Executive Officer



I, Richard Peteka, certify that:

 1.    I  have reviewed this report on Form N-SAR of Smith  Barney
   Appreciation Fund Inc.;

 2.    Based  on  my knowledge, this report does not  contain  any
   untrue statement of a material fact or omit to state a material
   fact  necessary to make the statements made, in  light  of  the
   circumstances  under  which  such  statements  were  made,  not
   misleading with respect to the period covered by this report;

 3.   Based on my knowledge, the financial information included in
   this report, and the financial statements on which the financial
   information is based, fairly present in all material respects the
   financial condition, results of operations, changes in net assets,
   and  cash  flows (if the financial statements are  required  to
   include a statement of cash flows) of the registrant as of, and
   for, the periods presented in this report;

 4.    The  registrant's  other  certifying  officers  and  I  are
   responsible for establishing and maintaining disclosure controls
   and procedures (as defined in rule 30a-2(c) under the Investment
   Company Act) for the registrant and have:

   a)   designed such disclosure controls and procedures to ensure
     that material information relating to the registrant, including
     its  consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which
     this report is being prepared;

   b)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing date of this report (the  Evaluation Date ); and

   c)    presented  in  this  report  our  conclusions  about  the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

 5.    The  registrant's  other certifying  officers  and  I  have
   disclosed,  based  on  our  most  recent  evaluation,  to   the
   registrant's auditors and the audit committee of the registrant's
   board  of  directors  (or  persons  performing  the  equivalent
   functions):

   a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize, and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls; and

   b)   any fraud, whether or not material, that involves management
     or other employees who have a significant role in the registrant's
     internal controls; and

6.    The  registrant's  other  certifying  officers  and  I  have
  indicated  in this report whether or not there were  significant
  changes  in  internal controls or in other  factors  that  could
  significantly affect internal controls subsequent  to  the  date
  of  our most recent evaluation, including any corrective actions
  with   regard   to   significant   deficiencies   and   material
  weaknesses.



Date: February 27, 2003             /s/ RICHARD PETEKA
                                Chief Financial Officer