CERTIFICATIONS PURSUANT TO SECTION 302
EX-99.CERT

                                 CERTIFICATIONS

I, R. JAY GERKEN, certify that:

1.       I have reviewed this report on Form N-CSR of Capital Appreciation Fund;

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 statements, and other financial
        information included in this report, 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 of 1940) 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: September 2, 2003                       /s/ R. Jay Gerken
     --------------------                  -------------------------------
                                               R. Jay Gerken
                                               Chief Executive Officer



I, RICHARD PETEKA, certify that:

1.      I have reviewed this report on Form N-CSR of Capital Appreciation Fund;

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: September 2, 2003                      /s/ Richard Peteka
      -------------------------              ------------------------------
                                                 Richard Peteka
                                                 Chief Financial Officer