Independent Auditors' Consent


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


We consent to the incorporation by reference, in these Prospectus and Statement
of Additional Information, of our report dated February 8, 2002, on the
statement of assets and liabilities for the Smith Barney Appreciation Fund Inc.
(the "Fund ") as of December 31, 2001, and the related statement of operations
for the year then ended, the statements of 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. These financial statements and
financial highlights and our report thereon are included in the Annual Report of
the Fund as filed on Form N-30D.


We also consent to the references to our firm under the headings "Financial
Highlights" in these Prospectuses and "Independent Auditors" in the Statement of
Additional Information.



                                                            KPMG LLP



New York, New York
April 18, 2002