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BA0/167665.01

             SMITH BARNEY APPRECIATION FUND INC.

                    ARTICLES OF AMENDMENT


           Smith  Barney Appreciation Fund Inc., a  Maryland
corporation, having its principal office in Baltimore  City,
Maryland (the "Corporation"), hereby certifies to the  State
Department of Assessments and Taxation of Maryland that:

           FIRST:   The  Articles  of Incorporation  of  the
Corporation,  as  amended,  are hereby  further  amended  by
deleting  Article  II  and inserting  in  lieu  thereof  the
following:

                         ARTICLE II

                            NAME

                The  name  of  the corporation  (hereinafter
called   the   "Corporation")   is   Legg   Mason   Partners
Appreciation Fund, Inc.

          SECOND:  The foregoing amendment to the Charter of
the  Corporation  has been approved by  a  majority  of  the
entire  Board  of  Directors and  is  limited  to  a  change
expressly permitted by Section 2-605 of the Maryland General
Corporation   Law  to  be  made  without   action   by   the
stockholders.

          THIRD:  These Articles of Amendment to the Charter
of  the  Corporation shall become effective at 9:00 a.m.  on
April 7, 2006.
           IN  WITNESS WHEREOF, the Corporation  has  caused
these presents to be signed in its name and on its behalf by
its  Chairman,  President and Chief  Executive  Officer  and
witnessed  by  its Assistant Secretary on  the  ___  day  of
____________, 2006.


WITNESS:                      SMITH BARNEY APPRECIATION
                              FUND INC.


By:                           By:
        Thomas C. Mandia              R. Jay Gerken
        Assistant Secretary           Chairman, President
                              and Chief
                                      Executive Officer


THE  UNDERSIGNED,  Chairman, President and  Chief  Executive
Officer of Smith Barney Appreciation Fund Inc., who executed
on  behalf  of the Corporation the Articles of Amendment  of
which  this  Certificate is made a part, hereby acknowledges
in  the name and on behalf of said Corporation the foregoing
Articles  of  Amendment  to be the  corporate  act  of  said
Corporation  and  hereby  certifies  to  the  best  of   his
knowledge,  information and belief,  that  the  matters  and
facts  set  forth therein with respect to the  authorization
and  approval thereof are true in all material respects, and
that this statement is made under the penalties for perjury.




                                       R. Jay Gerken
                                       Chairman, President
                               and Chief
                                       Executive Officer