UNITED STATES
SECRITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING
(Check One):	[   ] Form 10-k	[   ] Form 20-F	[   ] Form 11-K
	[   ] Form 10-Q	[X] Form N-SAR

		For Period Ended: December 31, 1998_
		[   ] Transition Report on Form 10-K
		[   ] Transition Report on Form 20-F
		[   ] Transition Report on Form 11-K
		[   ] Transition Report on Form 10-Q
		[   ] Transition Report on Form N-SAR
		For the Transition Period Ended:  
_____________________________________

Read Instruction (on back page) Before Preparing From.  Please Print or 
Type.
Nothing in this form shall be construed to imply that the Commission 
has verified any information 
contained herein.

If the notification relates to a portion of the filing checked above, 
identify the Item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION
Smith Barney Appreciation Fund Inc.
Full Name of Registrant


Former Name if Applicable

388 Greenwich Street
Address of Principal Executive Office (Street and Number)

New York, NY  10013
City, State and Zip Code

PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or 
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the 
following should be completed.  (Check box if appropriate)

(a)	The reasons described in reasonable detail in Part III of 
this form could not be eliminated 
without unreasonable effort or expense;
[   ]	(b)	The subject annual report, semi-annual report, transition 
report on Form 10-K, Form 20-F
11-K, Form N-SAR, or portion thereof, will be filed on or 
before the fifteenth calendar day following the prescribed 
due date; or the subject quarterly report of transition 
report on Form 10-Q, or portion thereof will be filed on or 
before the fifth calendar day following the prescribed due 
date; and 
(c) The accountant's statement of other exhibit required by 
Rule 12b-25(C) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 10-Q, 
N-SAR, or the transition report or portion thereof, could not be filed 
within the prescribed time period. (Attach Extra Sheet if Needed)

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this 
notification

_Marianne Motley    ______                 _ 212___              
_816-6561_________
		      (Name)		   (Area Code)	     (Telephone 
Number)

(2) Have all other periodic reports required under Section 13 or 
15(d) of the Securities Exchange Act of 1934 of Section 30 of the 
Investment Company Act of 1940 during the preceding 12 months (or 
for such shorter) period that the registrant was required to file 
such reports) been filed?  If answer is no identify report(s). 	
						[   ]Yes	[   ]No



(3)	Is it anticipated that any significant change in results of 
operations from the corresponding period for the last fiscal year 
will be reflected by the earnings statements to be included in 
the subject report or portion thereof? 					
		[   ]Yes 	[   ]No

	If so, attach an explanation of the anticipated change, both 
narratively and quantitatively, and , if appropriate, state the 
reasons why a reasonable estimate of the results cannot be made. 




Smith Barney Appreciation Fund Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the 
undersigned hereunto duly authorized.


Date _March 1, 1999  _____________   By __Marianne Motley       
___________

INSTRUCTION: The form may be signed by an executive officer of the 
registrant or by any other duly 
authorized representative.  The name and title of the person signing 
the form shall be typed or printed 
beneath the signature.  If the statement is signed on behalf of the 
registrant by an authorized representative 
(other than an executive officer), evidence of the representative's 
authority to sign on behalf of the 
registrant shall be filed with the form.