Legg Mason Partners Municipal Funds N-CSR Certified annual shareholder report (management investment company)

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-4395

Smith Barney Muni Funds
(Exact name of registrant as specified in charter)

125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.
Smith Barney Fund Management LLC
300 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 451-2010

Date of fiscal year end: March 31
Date of reporting period: March 31, 2005

ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.

	SMITH BARNEY MUNI FUNDS
	MASSACHUSETTS MONEY MARKET PORTFOLIO
ANNUAL REPORT  |  MARCH 31, 2005
		Smith Barney Mutual Funds
	Your Serious Money. Professionally Managed.®
Your Serious Money. Professionally Managed.® is a registered service mark of Citigroup Global Markets Inc.
	NOT FDIC INSURED • NOT BANK GUARANTEED • MAY LOSE VALUE

WHAT’S INSIDE

Letter from the Chairman	1
Manager Overview	3
Fund at a Glance	6
Fund Expenses	7
Schedule of Investments	9
Statement of Assets and Liabilities	15
Statement of Operations	16
Statements of Changes in Net Assets	17
Financial Highlights	18
Notes to Financial Statements	19
Report of Independent Registered Public Accounting Firm	25
Additional Information	26
Important Tax Information	30

LETTER FROM THE CHAIRMAN

Dear Shareholder, Despite rising interest rates, continued high oil prices, geopolitical concerns and uncertainties surrounding the U.S. Presidential election, the U.S. economy continued to expand during the period. Given the strength of the economy and surging energy prices, the Federal Reserve Board (“Fed”)i raised the federal funds rateii target seven times during the fiscal year in an attempt to ward off inflation. The Fed raised its target rate by an additional 0.25% to 3.00% at its May meeting, after Fund’s reporting period. Because bond prices decline when interest rates rise, this is generally troublesome for longer-term fixed-income securities. However, this market environment can be a positive for short-term instruments such as money market securities. Rising rates result in higher levels of income offered by new short-term securities. Throughout the one-year period, money market yields rose as these securities closely tracked the rising federal funds rate target.

R. JAY GERKEN, CFA Chairman, President and Chief Executive Officer

Please read on for a more detailed look at prevailing economic and market conditions during the fund’s fiscal year and to learn how those conditions have affected Fund performance.

Information About Your Fund

As you may be aware, several issues in the mutual fund industry have recently come under the scrutiny of federal and state regulators. The Fund’s Adviser and some of its affiliates have received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Fund’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund has been informed that the Adviser and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations.

Important information concerning the Fund and its Adviser with regard to recent regulatory developments is contained in the “Additional Information” note in the Notes to the Financial Statements included in this report.

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As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you continue to meet your financial goals.

Sincerely,

R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer

May 3, 2005

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MANAGER OVERVIEW

Market Review The U.S. economy was surprisingly resilient during the one year period ended March 31, 2005. Following a 3.3% gain in the second quarter of 2004, gross domestic product (“GDP”)ⁱⁱⁱ growth was a robust 4.0% in the third quarter and 3.8% in the fourth quarter. On April 28, after the reporting period ended, the first quarter 2005 GDP growth estimate came in at 3.1%. Given the overall strength of the economy, the Fed moved to raise interest rates to head off inflation. As expected, the Fed increased its target for the federal funds rate by 0.25% to 1.25% on June 30, 2004—the first rate hike in four years. The Fed again raised rates in 0.25% increments during its next six meetings, bringing the target for the federal funds rate from 1.00% to 2.75% by the end of March. The Fed raised its target by an additional 0.25% to 3.00% at its May meeting, after the Fund’s reporting period. JOSEPH P. DEANE
Vice President and
Investment Officer

JULIE P. CALLAHAN, CFA
Vice President and
Investment Officer

For much of the reporting period, the fixed-income market confounded many investors as short-term interest rates rose in concert with the Fed rate tightening, while longer-term rates, surprisingly, remained fairly steady. However, this changed late in the period, coinciding with the Fed’s official statement accompanying its March rate hike. While the Fed continued to say it expected to raise rates at a “measured” pace, it made several adjustments to its statement, which some investors interpreted to mean larger rate hikes could be possible in the future. This subsequently caused longer-term interest rates to rise sharply.

Municipal money market yields rose during the fiscal year as a whole. This trend began in the second quarter of 2004, in anticipation of the first Fed rate increase. Monetary policy was viewed as being accommodative and the Fed was seen as needing to shift to a less stimulative stance.

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Performance Review

As of March 31, 2005, the seven-day current yield for Class A shares of the Smith Barney Muni Funds - Massachusetts Money Market Portfolio was 1.44% and its seven-day effective yield, which reflects compounding, was 1.45%.¹

SMITH BARNEY MUNI FUNDS MASSACHUSETTS MONEY MARKET PORTFOLIO YIELDS AS OF MARCH 31, 2005 (unaudited)
	Seven-day current yield1	1.44%
	Seven-day effective yield1	1.45%
	The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.
	Yields will fluctuate and may reflect reimbursements and/or fee waivers, without which the performance would have been lower.

An investment is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

Investment Approach

During the period the Fund included a significant amount of municipal obligations backed by school districts and revenue bonds. Revenue bonds are issued to finance public works such as tunnels, sewer systems and bridges, and the issuers’ finances are supported directly by the operations of these systems. The Fund maintained a diversified mix of securities that included commercial paper, fixed-income notes and variable-rate demand notes.

Given the current rate environment and expectations that interest rates will continue to rise, the manager maintained a cautious maturity stance in the municipal money market portfolio. While no one can say with any certainty where interest rates will head, as of the period’s close, we felt this strategy was prudent considering the close proximity of yields on shorter- and longer-term money market instruments given the recent economic environment.

¹ The seven-day effective yield is calculated similarly to the seven-day current yield but, when annualized, the income earned by an investment in the Fund is assumed to be reinvested. The effective yield typically will be slightly higher than the current yield because of the compounding effect of the assumed reinvestment.

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Thank you for your investment in the Smith Barney Muni Funds - Massachusetts Money Market Portfolio. As ever, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Joseph P. Deane Vice President and Investment Officer	Julie P. Callahan, CFA Vice President and Investment Officer
May 3, 2005

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

RISKS: An investment is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. Certain investors may be subject to the Federal Alterative Minimum Tax (AMT), and state and local taxes will apply. Capital gains, if any, are fully taxable.

i	The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.
ii	The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.
iii	Gross domestic product is a market value of goods and services produced by labor and property in a given country.

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   Fund at a Glance (unaudited)

    Investment Breakdown

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   Fund Expenses (unaudited)

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments, reinvested dividends, or other distributions; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested on October 1, 2004 and held for the six months ended March 31, 2005.

Actual Expenses

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.

    Based on Actual Total Return⁽¹⁾

	Actual Total Return(2)	Beginning Account Value	Ending Account Value	Annualized Expense Ratio	Expenses Paid During the Period(3)
Class A	0.55%	$ 1,000.00	$ 1,005.50	0.64%	$ 3.20

(1)	For the six months ended March 31, 2005.
(2)	Assumes reinvestment of all dividends and capital gain distributions, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect voluntary fee waivers and/or reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or reimbursements, the total return would have been lower.
(3)	Expenses (net of voluntary fee waiver) are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

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   Fund Expenses (unaudited) (continued)

Hypothetical Example for Comparison Purposes

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

   Based on Hypothetical Total Return⁽¹⁾

	Hypothetical Annualized Total Return		Beginning Account Value		Ending Account Value		Annualized Expense Ratio		Expenses Paid During the Period(2)
Class A		5.00%		$ 1,000.00		$ 1,021.74		0.64%		$ 3.23

(1)	For the six months ended March 31, 2005.
(2)	Expenses (net of voluntary fee waiver) are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

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   Schedule of Investments March 31, 2005  

FACE AMOUNT		RATING(a)	SECURITY	VALUE
Education — 27.7%
$	5,130,000	VMIG 1*	Massachusetts State College Building Authority MERLOT
			Series B-11 AMBAC-Insured PART 2.34% VRDO	$	5,130,000
			Massachusetts State DFA:
	5,000,000	A-1+	Boston University XLCA-Insured Series R-3 2.27% VRDO		5,000,000
	7,176,000	A-1+	Higher Education Smith College 2.26% VRDO		7,176,000
	6,500,000	A-1+	Phillips Academy 2.28% VRDO		6,500,000
			Massachusetts State HEFA:
	5,000,000	A-1+	Bentley College 2.27% VRDO		5,000,000
	3,000,000	A-1	Berklee College of Music Series 385 MBIA-Insured
			PART 2.28% VRDO		3,000,000
			Simmons College AMBAC-Insured:
	4,390,000	VMIG 1*	MERLOT Series T PART 2.34% VRDO		4,390,000
	1,500,000	A-1+	Series E 2.27% VRDO		1,500,000
			Williams College :
	4,900,000	A-1+	Series E 2.28% VRDO		4,900,000
	4,000,000	A-1+	Series I 1.05% due 4/1/05		4,000,000
	4,100,000	VMIG 1*	Massachusetts State IFA Buckingham Browne Nichols
			2.28% VRDO		4,100,000
					50,696,000
General Obligation — 22.0%
	4,000,000	MIG 1*	Bridgewater & Raynham Regional School District GO
			3.00% due 7/1/05		4,013,040
	3,000,000	SP-1+	Brookline MA GO BAN 3.00% due 4/15/05		3,001,292
	4,510,000	MIG 1*	Dover & Sherborn Regional School District MA GO
			3.00% due 11/10/05		4,531,219
	1,655,000	SP-1+	Holliston MA GO BAN 2.50% due 4/15/05		1,655,408
			Massachusetts State GO:
	1,750,000	AA	Central Artery GO Series A 2.31% VRDO		1,750,000
	4,000,000	A-1	MSTC Series 02-209 FSA-Insured PART 2.29% VRDO (b)		4,000,000
	1,000,000	AA	Series C 2.30% VRDO		1,000,000
	4,880,000	MIG 1*	Medfield MA GO BAN 3.00% due 8/1/05		4,891,862
	6,000,000	MIG 1*	Milton GO BAN 3.00% due 8/5/05		6,025,920
	1,200,000	MIG 1*	Peabody MA GO BAN 3.00% due 9/30/05		1,205,827
			Puerto Rico GDB TECP:
	2,000,000	A-1	1.95% due 5/12/05		2,000,000
	3,000,000	A-1	2.08% due 6/8/05		3,000,000
	2,760,000	A-1	2.08% due 6/9/05		2,760,000
			Spencer East Brookfield Regional School District MA GO
			MBIA-Insured:
	280,000	Aaa*	4.00% due 4/15/05		280,303
	160,000	Aaa*	4.20% due 4/15/05		160,189
					40,275,060

See Notes to Financial Statements.

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   Schedule of Investments (continued) March 31, 2005  

FACE AMOUNT		RATING(a)	SECURITY	VALUE
Hospitals — 7.4%
$	7,820,000	VMIG 1*	Massachusetts State DFA Notre Dame Health Care Center
			2.38% VRDO	$	7,820,000
			Massachusetts State HEFA:
	2,500,000	A-1	Baystate Medical Center Series 834 FGIC-Insured PART
			2.31% VRDO		2,500,000
			Partners Healthcare:
	1,000,000	A-1+	Series D-4 2.23% VRDO		1,000,000
	200,000	A-1+	Series D-6 2.27% VRDO		200,000
	2,000,000	A-1+	Series P-1 FSA-Insured 2.23% VRDO		2,000,000
					13,520,000
Housing: Multi-Family — 5.0%
	3,600,000	VMIG 1*	Massachusetts State DFA MFH Archstone Readstone
			2.33% VRDO AMT		3,600,000
			Massachusetts State HFA:
	2,000,000	VMIG 1*	MFH Princeton Crossings FNMA 2.32% VRDO AMT		2,000,000
	3,650,000	A-1+	Series F FSA-Insured 2.25% VRDO		3,650,000
					9,250,000
Housing: Single-Family — 2.4%
			Massachusetts State HFA Single Family:
	4,089,000	VMIG 1*	Clipper Tax Exempt Trust Series 98-8 AMBAC-Insured
			2.31% VRDO		4,089,000
	400,000	AAA	FSA-Insured 2.28% VRDO AMT		400,000
					4,489,000
Industrial Development — 3.2%
			Massachusetts State DFA:
	700,000	A-1+	Cider Mill Farms 2.35% VRDO AMT		700,000
	3,055,000	NR†	Epichem Inc. Project 2.43% VRDO AMT		3,055,000
	815,000	A-1+	Ocean Spray Cranberries Project 2.28% VRDO		815,000
			Massachusetts State IFA:
	750,000	A-1+	420 Newburyport Turnpike Series 1998 2.34% VRDO		750,000
	500,000	NR†	Peterson American Corp. Project 2.45% VRDO AMT		500,000
					5,820,000
Lifecare Systems — 5.1%
			Massachusetts State DFA:
	6,800,000	A-1	Brooksby Village Inc. Project 2.28% VRDO		6,800,000
	500,000	A-1+	Carleton Willard Village 2.28% VRDO		500,000
	2,000,000	VMIG 1*	Massachusetts State HEFA CIL Realty of Massachusetts Inc.
			Series 1999 2.28% VRDO		2,000,000
					9,300,000

See Notes to Financial Statements.

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   Schedule of Investments (continued) March 31, 2005  

FACE AMOUNT		RATING(a)	SECURITY	VALUE
Miscellaneous — 7.1%
			Massachusetts State DFA:
$	2,090,000	A-1+	Decas Cranberry Products Inc. 2.35% VRDO AMT	$	2,090,000
	4,700,000	A-1+	Draper Laboratory Issue MBIA-Insured 2.29% VRDO		4,700,000
	2,670,000	A-1+	Horner Millwork Corp. 2.35% VRDO AMT		2,670,000
	3,000,000	P-1*	Revenue Notes 2.25% due 8/30/05 TECP		3,000,000
	500,000	Aa1*	Massachusetts State HEFA Capital Asset Program Series E
			2.30% VRDO		500,000
					12,960,000
Solid Waste — 4.3%
			Massachusetts State DFA, Solid Waste Disposal Newark
			Group Project:
	500,000	A-1+	Series A 2.34% VRDO AMT		500,000
	7,300,000	A-1+	Series C 2.34% VRDO AMT		7,300,000
					7,800,000
Transportation — 9.1%
			Massachusetts Bay Transportation Authority:
	3,935,000	A-1+	2.27% VRDO		3,935,000
	2,800,000	A-1+	Series B 1.90% due 4/6/05 TECP		2,800,000
			Massachusetts Port Authority TECP:
	4,000,000	A-1+	Series 2003A 1.80% due 4/4/05		4,000,000
	2,000,000	A-1+	Series 2003B 2.06% due 6/6/05 AMT		2,000,000
	3,999,000	VMIG 1*	Massachusetts State Turnpike Authority Clipper
			Tax Exempt Trust Series 00-2 PART 2.12% due 8/11/05		3,999,000
					16,734,000
Utilities — 2.2%
	4,000,000	VMIG 1 *	Massachusetts State DFA ISO New England Inc.
			2.30% VRDO		4,000,000
Water & Sewer — 4.2%
	1,400,000	A-1+	Boston Water and Sewer Commission Series A
			2.25% VRDO		1,400,000
			Massachusetts State Water Authority FGIC-Insured:
	3,300,000	A-1+	Series C 2.23% VRDO		3,300,000
	3,000,000	A-1+	Series D 2.23% VRDO		3,000,000
					7,700,000
			TOTAL INVESTMENTS — 99.7%		182,544,060
			(Cost — $182,544,060 ** )
			Other Assets in Excess of Liabilities — 0.3%		506,422
			TOTAL NET ASSETS — 100.0%	$	183,050,482

See Notes to Financial Statements.

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   Schedule of Investments (continued) March 31, 2005  

(a)	All ratings are by Standard & Poor’s Ratings Service (“Standard & Poor’s”), except for those identified by an asterisk (*), which are rated by Moody’s Investors Service (“Moody’s”).
(b)	Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to the guidelines approved by the Board of Trustees.
†	Security has not been rated by either Standard & Poor’s or Moody’s. However, the Board of Trustees had determined this security to be considered a first tier quality issue due to enhancement features, such as insurance and/or irrevocable letters of credit.
**	Aggregate cost for federal income tax purposes is substantially the same.
	See pages 13 and 14 for definitions of ratings and certain abbreviations.

See Notes to Financial Statements.

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   Bond Ratings (unaudited)

The definitions of the applicable rating symbols are set forth below:

Standard & Poor’s Ratings Service (“Standard & Poor’s”) — Rating “AA” may be modified by the addition of a plus (+) or minus (-) sign to show relative standings within the major rating categories.

AAA	—	Bonds rated “AAA” have the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong.
AA	—	Bonds rated “AA” have a very strong capacity to pay interest and repay principal and differ from the highest rated issue only in a small degree.
Moody’s Investors Service (“Moody’s”) — Numerical modifiers 1, 2 and 3 may be applied to generic rating “Aa”, where 1 is the highest and 3 the lowest ranking within its generic category.
Aaa	—	Bonds rated “Aaa” are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
Aa	—	Bonds rated “Aa” are judged to be of high quality by all standards. Together with the “Aaa” group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in “Aaa” securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in “Aaa” securities.

    Short-Term Security Ratings (unaudited)

SP-1	—	Standard & Poor’s highest rating indicating very strong or strong capacity to pay principal and interest; those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign.
A-1	—	Standard & Poor’s highest commercial paper and variable-rate demand obligation (VRDO) rating indicating that the degree of safety regarding timely payment is either overwhelming or very strong; those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign.
VMIG 1	—	Moody’s highest rating for issues having a demand feature — VRDO.
MIG 1	—	Moody’s highest rate for short-term municipal obligations.
P-1	—	Moody’s highest rating for commercial paper and for VRDO prior to the advent of the VMIG 1 rating.
NR	—	Indicates that the bond is not rated by Standard & Poor’s or Moody’s.

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   Abbreviations* (unaudited)

ABAG	—	Association of Bay Area	ISO	—	Independent System Operator
		Governments	LOC	—	Letter of Credit
AIG	—	American International Guaranty	MBIA	—	Municipal Bond Investors
AMBAC	—	Ambac Assurance Corporation			Assurance Corporation
AMT	—	Alternative Minimum Tax	MERLOT	—	Municipal Exempt Receipts
BAN	—	Bond Anticipation Notes			Liquidity Optional Tender
BIG	—	Bond Investors Guaranty	MFH	—	Multi-Family Housing
CDA	—	Community Development	MSTC	—	Municipal Securities Trust
		Authority			Certificates
CGIC	—	Capital Guaranty Insurance	MUD	—	Municipal Utilities District
		Company	MVRICS	—	Municipal Variable Rate Inverse
CHFCLI	—	California Health Facility			Coupon Security
		Construction Loan Insurance	PART	—	Partnership Structure
CONNIE	—	College Construction Loan	PCFA	—	Pollution Control Finance
LEE		Insurance Association			Authority
COP	—	Certificate of Participation	PCR	—	Pollution Control Revenue
CSD	—	Central School District	PFA	—	Public Finance Authority
CTFS	—	Certificates	PFC	—	Public Finance Corporation
DFA	—	Development Finance Agency	PSFG	—	Permanent School Fund
EDA	—	Economic Development			Guaranty
		Authority	Q-SBLF	—	Qualified School Bond Loan
EFA	—	Educational Facilities Authority			Fund
ETM	—	Escrowed To Maturity	Radian	—	Radian Asset Assurrance
FGIC	—	Financial Guaranty Insurance	RAN	—	Revenue Anticipation Notes
		Company	RAW	—	Revenue Anticipation Warrants
FHA	—	Federal Housing Administration	RDA	—	Redevelopment Agency
FHLMC	—	Federal Home Loan Mortgage	RIBS	—	Residual Interest Bonds
		Corporation	RITES	—	Residual Interest Tax-Exempt
FLAIRS	—	Floating Adjustable Interest Rate			Securities
		Securities	SPA	—	Standby Bond Purchase
FNMA	—	Federal National Mortgage			Agreement
		Association	SWAP	—	Swap Structure
FRTC	—	Floating Rate Trust Certificates	SYCC	—	Structured Yield Curve
FSA	—	Federal Savings Association			Certificate
GDB	—	Government Development Bond	TAN	—	Tax Anticipation Notes
GIC	—	Guaranteed Investment Contract	TCRS	—	Transferable Custodial Receipts
GNMA	—	Government National Mortgage	TECP	—	Tax Exempt Commercial Paper
		Association	TFA	—	Transitional Finance Authority
GO	—	General Obligation	TOB	—	Tender Option Bond Structure
HDC	—	Housing Development	TRAN	—	Tax and Revenue Anticipation
		Corporation			Notes
HEFA	—	Health & Educational Facilities	UFSD	—	Unified Free School District
		Authority	UHSD	—	Unified High School District
HFA	—	Housing Finance Authority	USD	—	Unified School District
IBC	—	Insured Bond Certificates	VA	—	Veterans Administration
IDA	—	Industrial Development	VRDD	—	Variable Rate Daily Demand
		Authority	VRDO	—	Variable Rate Demand
IDB	—	Industrial Development Board			Obligation
IDR	—	Industrial Development Revenue	VRWE	—	Variable Rate Wednesday
IFA	—	Industrial Finance Agency			Demand
INFLOS	—	Inverse Floaters	XLCA	—	XL Capital Assurance
ISD	—	Independent School District

* Abbreviations may or may not appear in the schedule of investments.

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   Statement of Assets and Liabilities March 31, 2005  

ASSETS:
Investments, at amortized cost	$	182,544,060
Cash		1,759
Receivable for Fund shares sold		1,247,063
Receivable for securities sold		1,001,956
Interest receivable		744,422
Prepaid expenses		3,037
Other assets		1,165
Total Assets		185,543,462
LIABILITIES:
Payable for Fund shares reacquired		2,240,250
Dividends payable		125,188
Management fee payable		76,573
Transfer agency service fees payable		7,014
Distribution plan fees payable		5,733
Trustees’ fees payable		1,165
Accrued expenses		37,057
Total Liabilities		2,492,980
Total Net Assets	$	183,050,482
NET ASSETS:
Par value of shares of beneficial interest (Note 3)	$	182,928
Capital paid in excess of par value		182,867,554
Total Net Assets	$	183,050,482
Shares Outstanding		182,927,873
Net Asset Value, Per Share (and redemption price)	$	1.00

See Notes to Financial Statements.

15Smith Barney Muni Funds   |   2005 Annual Report

   Statement of Operations For the Year Ended March 31, 2005 

INVESTMENT INCOME:
Interest	$	2,947,840
EXPENSES:
Management fee (Note 2)		983,063
Distribution plan fees (Note 2)		206,966
Transfer agency service fees (Note 2)		44,166
Audit and legal		29,412
Custody		25,161
Shareholder communications		20,419
Registration fees		5,956
Trustees’ fees		3,190
Other		13,775
Total Expenses		1,332,108
Less: Management fee waiver (Notes 2 and 5)		(12,330	)
Net Expenses		1,319,778
Net Investment Income	$	1,628,062

See Notes to Financial Statements.

16Smith Barney Muni Funds   |   2005 Annual Report

   Statements of Changes in Net Assets For the Years Ended March 31, 

	2005			2004
OPERATIONS:
Net investment income	$	1,628,062		$	1,164,804
DISTRIBUTIONS TO SHAREHOLDERS
FROM (NOTE 1):
Net investment income		(1,628,062	)		(1,164,804	)
Decrease in Net Assets From
Distribution to Shareholders		(1,628,062	)		(1,164,804	)
FUND SHARE TRANSACTIONS (NOTE 3):
Net proceeds from sale of shares		801,144,776			1,122,099,513
Net asset value of shares issued for
reinvestment of distributions		1,523,195			1,160,548
Cost of shares reacquired		(842,227,262	)		(1,154,786,703	)
Decrease in Net Assets From
Fund Share Transactions		(39,559,291	)		(31,526,642	)
Decrease in Net Assets		(39,559,291	)		(31,526,642	)
NET ASSETS:
Beginning of year		222,609,773			254,136,415
End of year	$	183,050,482		$	222,609,773

See Notes to Financial Statements.

17Smith Barney Muni Funds   |   2005 Annual Report

   Financial Highlights

For a share of beneficial interest outstanding throughout each year ended March 31:

Class A Shares(1)	2005			2004			2003			2002			2001
Net Asset Value,   Beginning of Year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.008			0.004			0.008			0.018			0.034
Dividends from net
investment income		(0.008	)		(0.004	)		(0.008	)		(0.018	)		(0.034	)
Net Asset Value, End of Year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return(2)		0.81	%		0.44	%		0.78	%		1.81	%		3.46	%
Net Assets,   End of Year (millions)	$	183		$	223		$	254		$	300		$	336
Ratios to Average
Net Assets:
Expenses(3)		0.64	%(4)		0.61	%		0.65	%		0.65	%(4)		0.65	%(4)
Net investment income		0.79			0.43			0.78			1.80			3.36

(1)	Per share amounts have been calculated using monthly average shares method.
(2)	Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower.
(3)	As a result of voluntary expense limitations, the ratio of expenses to average net assets will not exceed 0.80%.
(4)	The investment manager voluntarily waived a portion of its management fee for the years ended March 31, 2005, 2002 and 2001. If such fees were not voluntarily waived, the actual expense ratios would have been 0.64%, 0.66% and 0.66%, respectively.

See Notes to Financial Statements.

18Smith Barney Muni Funds   |   2005 Annual Report

   Notes to Financial Statements

1.    Organization and Significant Accounting Policies

The Massachusetts Money Market Portfolio (“Fund”), a separate investment fund of the Smith Barney Muni Funds (“Trust”), a Massachusetts business trust, is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.

(a) Investment Valuation. Money market instruments are valued at amortized cost, in accordance with Rule 2a-7 under the 1940 Act, which approximates market value. This method involves valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. The Fund’s use of amortized cost is subject to it’s compliance with certain conditions as specified under Rule 2a-7 of the 1940 Act.

(b) Fund Concentration. Since the Fund invests primarily in obligations of issuers within the Commonwealth of Massachusetts, it is subject to possible concentration risks associated with economic, political, or legal developments or industrial or regional matters specifically affecting Massachusetts.

(c) Securities Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. The cost of investments sold is determined by use of the specific identification method.

(d) Distributions to Shareholders. Distributions from net investment income, if any, are declared and paid on a monthly basis. The Fund intends to satisfy conditions that will enable interest from municipal securities, which is exempt from federal and certain state income taxes, to retain such tax-exempt status when distributed to the shareholders of the Fund. Distributions of net realized gains, if any, are taxable and are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

19    Smith Barney Muni Funds  |  2005 Annual Report

   Notes to Financial Statements (continued)

(e) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal tax provision is required.

(f) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. During the year ended March 31, 2005 there were no reclassifications.

2.    Management Agreement and Other Transactions with Affiliates

Smith Barney Fund Management LLC (“SBFM”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), acts as investment manager to the Fund. As compensation for its services, the Fund pays SBFM a management fee calculated at an annual rate of 0.475% on the first $1 billion of the Fund’s average daily net assets; 0.450% on the next $1 billion; 0.425% on the next $3 billion; 0.400% on the next $5 billion and 0.375% on the Fund’s average daily net assets in excess of $10 billion. This fee is calculated daily and paid monthly.

During the year ended March 31, 2005, the Fund’s Class A shares had a voluntary expense limitation in place of 0.80%. This expense limitation can be terminated at any time by SBFM. During the year ended March 31, 2005, SBFM voluntarily waived a portion of its management fee amounting to $12,330.

Citicorp Trust Bank, fsb. (“CTB”), another subsidiary of Citigroup, acts as the Fund’s transfer agent. PFPC Inc. (“PFPC”) acts as the Fund’s sub-transfer agent. CTB receives account fees and asset-based fees that vary according to the size and type of account. PFPCis responsible for shareholder recordkeeping and financial processing for all shareholder accounts and is paid by CTB. For the year ended March 31, 2005, the Fund paid transfer agent fees of $33,712 to CTB.

Citigroup Global Markets Inc. (“CGM”), another indirect wholly-owned subsidiary of Citigroup, acts as the Fund’s distributor.

20    Smith Barney Muni Funds  |  2005 Annual Report

   Notes to Financial Statements (continued)

Pursuant to a Rule 12b-1 Distribution Plan, the Fund pays a distribution fee with respect to its Class A shares calculated at the annual rate of 0.10% of the average daily net assets of that class. For the year ended March 31, 2005, total Rule 12b-1 Distribution Plan fees, which are accrued daily and paid monthly, were $206,966.

All officers and one Trustee of the Trust are employees of Citigroup or its affiliates and do not receive compensation from the Trust.

3.    Shares of Beneficial Interest

At March 31, 2005, the Trust had an unlimited amount of shares of beneficial interest authorized with a par value of $0.001 per share.

Transactions in shares of the Fund were as follows:

	Year Ended March 31, 2005		Year Ended March 31, 2004
Class A
Shares sold	801,144,776		1,122,099,513
Shares issued on reinvestment	1,523,195		1,160,548
Shares reacquired	(842,227,262	)	(1,154,786,703	)
Net Decrease	(39,559,291	)	(31,526,642	)

4.    Income Tax Information and Distributions to Shareholders

Subsequent to the fiscal year end, the Fund has made the following distributions:

Declaration Date	Record Date	Payable Date	Class A
Daily	Daily	4/8/2005	$0.0011
Daily	Daily	5/13/2005	$0.0019

The tax character of distributions paid during the years ended March 31 were as follows:

	2005	2004
Tax-exempt income	$1,628,062	$1,164,804

As of March 31, 2005, there were no significant differences between the book and tax components of assets.

21    Smith Barney Muni Funds  |  2005 Annual Report

   Notes to Financial Statements (continued)

5.     Additional Information

Smith Barney Fund Management LLC (“SBFM”) and Citigroup Global Markets Inc. (“CGMI”) have submitted an Offer of Settlement of an administrative proceeding to the U.S. Securities and Exchange Commission (“SEC”) in connection with an investigation into the 1999 appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Funds”). SBFM and CGMI understand that the SEC has accepted the Offer of Settlement, but has not yet issued the administrative order.

The SEC order will find that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order will find that SBFM and CGMI knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”) had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI. The order also will find that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGMI do not admit or deny any wrongdoing or liability. The settlement will not establish wrongdoing or liability for purposes of any other proceeding.

The SEC will censure SBFM and CGMI and order them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order will require Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers.

22    Smith Barney Muni Funds  |  2005 Annual Report

   Notes to Financial Statements (continued)

The remaining $183.7 million, including the penalty, will be paid to the U.S. Treasury and then distributed pursuant to a plan to be prepared by Citigroup and submitted within 90 days of the entry of the order for approval by the SEC. The distribution plan may also include a portion of certain escrowed transfer agency fees, in accordance with the terms of the order.

The order will require SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submits a proposal to serve as transfer agent or sub-transfer agent, an independent monitor must be engaged at the expense of SBFM and CGMI to oversee a competitive bidding process. Under the order, Citigroup also will be required to comply with an amended version of a vendor policy that Citigroup instituted in August 2004. That policy, as amended, among other things, requires that when requested by a Fund board, CAM will retain at its own expense an independent consulting expert to advise and assist the board on the selection of certain service providers affiliated with Citigroup.

At this time, there is no certainty as to how the proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Funds.

6.    Legal Matters

Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against Citigroup Global Markets Inc. (the “Distributor”) and a number of its affiliates, including Smith Barney Fund Management LLC and Salomon Brothers Asset Management Inc. (the “Advisers”), substantially all of the mutual funds managed by the Advisers, including the Fund (the “Funds”), and directors or trustees of the Funds (collectively, the “Defendants”). The complaints alleged, among other things, that the Distributor created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Advisers caused the Funds to pay excessive brokerage commissions to the Distributor for steering clients towards proprietary funds. The complaints also alleged that the defendants breached their fiduciary duty to the Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets

23    Smith Barney Muni Funds  |  2005 Annual Report

   Notes to Financial Statements (continued)

to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Funds’ contracts with the Advisers, recovery of all fees paid to the Advisers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.

On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. While the lawsuit is in its earliest stages, to the extent that the Complaint purports to state causes of action against the Funds, Citigroup Asset Management believes the Funds have significant defenses to such allegations, which the Funds intend to vigorously assert in responding to the Complaint.

Additional lawsuits arising out of theses circumstances and presenting similar allegations and requests for relief may be filed against the Defendants in the future.

As of the date of this report, Citigroup Asset Management and the Funds believe that the resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.

24    Smith Barney Muni Funds  |  2005 Annual Report

   Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
Smith Barney Muni Funds:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Massachusetts Money Market Portfolio (“Fund”) of Smith Barney Muni Funds as of March 31, 2005, 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 the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2005, by correspondence with the custodian. 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Massachusetts Money Market Portfolio of Smith Barney Muni Funds as of March 31, 2005, and the results of its operations for the year then ended, and the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York
May 27, 2005

25    Smith Barney Muni Funds  |  2005 Annual Report

   Additional Information (unaudited)

Information about Trustees and Officers

The business and affairs of the Massachusetts Money Market Portfolio (“Fund”) are managed under the direction of the Smith Barney Muni Funds’ (“Trust”) Board of Trustees. Information pertaining to the Trustees and Officers of the Trust is set forth below. The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling the Trust’s transfer agent (Citicorp Trust Bank, fsb. at 1-800-451-2010) or the sub-transfer agent (PFPC at 1-800-451-2010).

Name, Address and Birth Year	Position(s) Held with Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Board Memberships Held by Trustee
Non-Interested Trustees:
Lee Abraham 13732 LeHavre Drive Frenchman’s Creek Palm Beach Gardens, FL 33410 Birth Year: 1927	Trustee	Since 1999	Retired; Former Director of Signet Group PLC	27	None
Jane F. Dasher Korsant Partners 283 Greenwich Avenue 3rd Floor Greenwich, CT 06830 Birth Year: 1949	Trustee	Since 1999	Controller of PBK Holdings Inc., a family investment company	27	None
Donald R. Foley 3668 Freshwater Drive Jupiter, FL 33477 Birth Year: 1922	Trustee	Since 1982	Retired	18	None
Richard E. Hanson, Jr. 2751 Vermont Route 140 Poultney, VT 05764 Birth Year: 1941	Trustee	Since 1999	Retired; Former Head of the New Atlanta Jewish Community High School	27	None
Paul Hardin 12083 Morehead Chapel Hill, NC 27514-8426 Birth Year: 1931	Trustee	Since 1994	Professor of Law & Chancellor Emeritus at the University of North Carolina	34	None
Roderick C. Rasmussen 9 Cadence Court Morristown, NJ 07960 Birth Year: 1926	Trustee	Since 1985	Investment Counselor	27	None

26    Smith Barney Muni Funds  |  2005 Annual Report

    Additional Information (unaudited) (continued)

Name, Address and Birth Year	Position(s) Held with Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Board Memberships Held by Trustee
John P. Toolan 13 Chadwell Place Morristown, NJ 07960       Birth Year: 1930	Trustee	Since 1985	Retired	27	John Hancock Funds
Interested Trustee:
R. Jay Gerken, CFA** Citigroup Asset Management (“CAM”) 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1951	Chairman,       President       and Chief       Executive       Officer	Since 2002	Managing Director of Citigroup Global Markets Inc. (“CGM”); Chairman, President and Chief Executive Officer of Smith Barney Fund Management LLC (“SBFM”), Travelers Investment Adviser, Inc. (“TIA”) and Citi Fund Management Inc. (“CFM”); President and Chief Executive Officer of certain mutual funds associated with Citigroup Inc. (“Citigroup”); Formerly Portfolio Manager of Smith Barney Allocation Series Inc. (from 1996 to 2001) and Smith Barney Growth and Income Fund (from 1996 to 2000)	219	None
Officers:
Andrew B. Shoup CAM 125 Broad Street 11th Floor New York, NY 10004 Birth Year: 1956	Senior Vice       President and       Chief       Administrative       Officer	Since 2003	Director of CAM ; Senior Vice President and Chief Administra- tive Officer of mutual funds associated with Citigroup; Head of International Funds Administration of CAM (from 2001 to 2003); (from 2000 to 2001)	N/A	N/A

27    Smith Barney Muni Funds  |  2005 Annual Report

   Additional Information (unaudited) (continued)

Name, Address and Birth Year	Position(s) Held with Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Board Memberships Held by Trustee
Robert J. Brault CAM125 Broad Street11th FloorNew York, NY 10004Birth Year: 1965	Chief        Financial        Officer and        Treasurer	Since 2004	Director of CGM; Chief Financial Officer and Treasurer of certain mutual funds associated with Citigroup; Director of Internal Control for CAM U.S. Mutual Fund Administration (from 2002 to 2004); Director of Project Management & Information Systems for CAM U.S. Mutual Fund Administration (from 2000 to 2002); Vice President of Mutual Fund Administration at Investors Capital Services (from 1999 to 2000)	N/A	N/A
Julie P. Callahan, CFACAM399 Park Avenue4th FloorNew York, NY 10022 Birth Year:1972	Vice       President       and       Investment       Officer	Since2002	Director of CGM	N/A	N/A
Joseph P. DeaneCAM399 Park Avenue4th FloorNew York, NY 10022Birth Year: 1947	Vice       President       and       Investment       Officer	Since 1999	Managing Directorof CGM; Investment Officer of SBFM	N/A	N/A

28   Smith Barney Muni Funds  |  2005 Annual Report

   Additional Information (unaudited) (continued)

Name, Address and Birth Year	Position(s) Held with Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Board Memberships Held by Trustee
Andrew BeagleyCAM399 Park Avenue4th FloorNew York, NY 10022Birth Year: 1962	Chief      Anti-money      Laundering      Compliance     Officer     Chief     Compliance     Officer	Since2002 Since 2004	Director of CGM (since 2000); Director of Compliance, North America, CAM (since 2000); Chief Anti- Money Laundering Compliance Officer, Chief Compliance Officer Director of Compliance, Europe, the Middle East and Africa, CAM (from 1999 to 2000); Chief Compliance Officer, SBFM, TIA	N/A	N/A
Robert I. FrenkelCAM300 First Stamford Place 4th FloorStamford, CT 06902 Birth Year: 1954	Secretary and     Chief Legal     Officer	Since2003	Managing Director and General Counsel of Global Mutual Funds for CAM and its predecessor (since 1994); Secretary and Chief Legal Officer of mutual funds associated with Citigroup	N/A	N/A

*	Each Trustee and Officer serves until his or her successor has been duly elected and qualified.
**	Mr. Gerken is an “interested person” of the Fund as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of SBFM and certain of its affiliates.

29   Smith Barney Muni Funds  |  2005 Annual Report

Important Tax Information (unaudited)

All of the net investment income distributions paid monthly by the Fund during the taxable year ended March 31, 2005, qualify as tax-exempt interest dividends for federal income tax purposes.

Please retain this information for your records.

30  Smith Barney Muni Funds  |  2005 Annual Report

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SMITH BARNEYMUNI FUNDS
	TRUSTEES	INVESTMENT MANAGER
	Lee Abraham	Smith Barney Fund
	Jane F. Dasher	Management LLC
	Donald R. Foley
	R. Jay Gerken, CFA	DISTRIBUTORS
	Chairman	Citigroup Global Markets Inc.
	Richard E. Hanson, Jr.
	Paul Hardin	CUSTODIAN
	Roderick C. Rasmussen	State Street Bank and
	John P. Toolan	Trust Company
	OFFICERS
	R. Jay Gerken, CFA	TRANSFER AGENT
	President and Chief	Citicorp Trust Bank, fsb.
	Executive Officer	125 Broad Street, 11th Floor
		New York, New York 10004
	Andrew B. Shoup
	Senior Vice President and	SUB-TRANSFER AGENT
	Chief Administrative Officer	PFPC Inc.
		P.O. Box 9699
	Robert J. Brault	Providence, Rhode Island
	Chief Financial Officer	02940-9699
	and Treasurer
	Julie P. Callahan, CFA
	Vice President and
	Investment Officer
	Joseph P. Deane
	Vice President and
	Investment Officer
	Andrew Beagley
	Chief Anti-Money Laundering
	Compliance Officer and
	Chief Compliance Officer
	Robert I. Frenkel
	Secretary and
	Chief Legal Officer

Smith Barney Muni Funds
Massachusetts Money Market Portfolio	This report is submitted for the general information of the shareholders of Smith Barney Muni Funds — Massachusetts Money Market Portfolio.
The Fund is a separate investment fund of the Smith Barney Muni Funds, a Massachusetts business trust.	SMITH BARNEY MUNI FUNDS Smith Barney Mutual Funds 125 Broad Street 10th Floor, MF-2 New York, New York 10004
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010.
Information on how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2004 and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.citigroupam.com and (3) on the SEC’s website at www.sec.gov.
	©2005 Citigroup Global Markets Inc. Member NASD, SIPC
	FD01908 5/05	05-8536

ITEM 2. CODE OF ETHICS.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees of the registrant has determined that Jane Dasher, Chairman of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Ms. Dasher as the Audit Committee’s financial expert. Ms. Dasher is an “independent” Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) Audit Fees for the Smith Barney Muni Funds were $170,500 and $170,500 for the years ended 3/31/05 and 3/31/04.

(b) Audit-Related Fees for the Smith Barney Muni Funds were $0 and $0 for the years ended 3/31/05 and 3/31/04.

(c) Tax Fees for Smith Barney Muni Funds were $38,600 and $18,500 for the years ended 3/31/05 and 3/31/04. These amounts represent aggregate fees paid for tax compliance, tax advice and tax planning services, which include (the filing and amendment of federal, state and local income tax returns, timely RIC qualification review and tax distribution and analysis planning) rendered by the Accountant to Smith Barney Muni Funds.

(d) All Other Fees for Smith Barney Muni Funds were $0 and $0 for the years ended 3/31/05 and 3/31/04.

(e) (1) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent registered public accounting firm to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the independent registered public accounting firm. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent registered public accounting firm, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.

(2) For the Smith Barney Muni Funds, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for the years ended 3/31/05 and 3/31/04; Tax Fees were 100% and 100% for the years ended 3/31/05 and 3/31/04; and Other Fees were 100% and 100% for the years ended 3/31/05 and 3/31/04.

(f) N/A

(g) Non-audit fees billed by the Accountant for services rendered to Smith Barney Muni Funds and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Smith Barney Muni Funds. Fees billed to and paid by Citigroup Global Markets Inc. related to transfer agent matter as fully described in the notes to the financial statements titled “Additional Information” were $75,000 and $0 for the years ended 3/31/05 and 3/31/04.

(h) Yes. The Smith Barney Muni Funds’ Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Accountant’s independence. All services provided by the Accountant to the Smith Barney Muni Funds or to Service Affiliates which were required to be pre-approved were pre-approved as required.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. [RESERVED]

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. [RESERVED]

ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 10. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended

(the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

ITEM 11. EXHIBITS.

(a) Code of Ethics attached hereto.

Exhibit 99.CODE ETH

(b) Attached hereto.

Exhibit 99.CERT	Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 99.906CERT	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Smith Barney Muni Funds

By: /s/ R. Jay Gerken
R. Jay Gerken
Chief Executive Officer of
Smith Barney Muni Fund

Date: June 9, 2005

        Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ R. Jay Gerken
R. Jay Gerken
Chief Executive Officer of
Smith Barney Muni Fund

Date: June 9, 2005

By: /s/ Robert J. Brault
Robert J. Brault
Chief Financial Officer of
Smith Barney Muni Fund

Date: June 9, 2005