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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000899140-02-000217.txt : 20020415
<SEC-HEADER>0000899140-02-000217.hdr.sgml : 20020415
ACCESSION NUMBER:		0000899140-02-000217
CONFORMED SUBMISSION TYPE:	497
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020328

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MANAGED MUNICIPALS PORTFOLIO INC
		CENTRAL INDEX KEY:			0000886043
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-73556
		FILM NUMBER:		02590816

	BUSINESS ADDRESS:	
		STREET 1:		TWO WORLD TRADE CENTER
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10048
		BUSINESS PHONE:		2124648068
</SEC-HEADER>
<DOCUMENT>
<TYPE>497
<SEQUENCE>1
<FILENAME>mm1025426.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>


                        Managed Municipals Portfolio Inc.
                                125 Broad Street
                               New York, NY 10004

March 28, 2002


Dear Shareholder:

Your opinion and your vote are important to us, but we have not yet heard from
you regarding your investment in Managed Municipals Portfolio. We mailed you
proxy material relating to the Fund's Special Meeting of Shareholders on
February 28, 2002 and, to date, we have no record of receiving your vote. The
Special Meeting of Shareholders has been adjourned to April 10, 2002 to allow
for additional time to solicit your vote, and we hope to hear from your before
then.

The proxy asks you to vote on two proposals:

Proposal # 1:
- -------------

Proposal number 1 asks you to approve a Merger Agreement and Plan of
Reorganization whereby Managed Municipals Portfolio II (MTU) would merge with
and into Managed Municipals Portfolio (MMU). Both MMU and MTU are closed-end
investment companies listed on the New York Stock Exchange, and have identical
investment objectives and invest primarily in the same tax-exempt securities. By
combining the two funds, the board of directors of MMU believes that
shareholders could potentially benefit from the resulting economies of scale,
lower operating expenses, and enhanced market liquidity for MMU's shares. If
approved, each share of MTU common stock would convert into an equivalent dollar
amount of MMU shares based on the net asset value per share of each fund. You
may read more about this proposal, including risks and special considerations,
beginning on page 7 of the enclosed proxy statement.

Proposal # 2:
- -------------

Proposal number 2 asks you to approve a change in MMU's investment restriction
relating to the issuance of senior securities. Currently, MMU may not issue
senior securities. The approval of this proposal would allow MMU to issue senior
securities (such as preferred stock), which the board of directors of MMU
believes may, over time, be able to earn a higher incremental return for
shareholders of the common stock. You may read about this proposal, including
the risks associated with the issuance of senior securities, beginning on page
47 of the enclosed proxy statement.

How to Vote:
- ------------

You may vote your shares in one of three ways:

     o    By calling 1-800-454-8683

     o    On the internet using the site http://www.proxyvote.com
                                         ------------------------

     o    Signing and dating the enclosed proxy card and returning it in the
          enclosed self-addressed, postage-paid envelope.

Questions?:
- -----------

If you have any questions or need additional information, please call your
financial consultant or 1-800-331-1710.

Sincerely,

/s/ Health B. McLendon

Heath B. McLendon
President and Chief Executive Officer
Managed Municipals Portfolio Inc.

Enclosure



<PAGE>




                      Managed Municipals Portfolio II Inc.
                                125 Broad Street
                               New York, NY 10004

March 28, 2002


Dear Shareholder:

Your opinion and your vote are important to us, but we have not yet heard from
you regarding your investment in Managed Municipals Portfolio II. We mailed you
proxy material relating to the Fund's Annual Meeting of Shareholders on February
28, 2002 and, to date, we have no record of receiving your vote. The Annual
Meeting of Shareholders has been adjourned to April 10, 2002 to allow for
additional time to solicit your vote, and we hope to hear from your before then.

The proxy asks you to approve proposal number 1, which is a Merger Agreement and
Plan of Reorganization whereby Managed Municipals Portfolio II (MTU) would merge
with and into Managed Municipals Portfolio (MMU). Both MMU and MTU are
closed-end investment companies listed on the New York Stock Exchange, and have
identical investment objectives and invest primarily in the same tax-exempt
securities. By combining the two funds, the board of directors of MTU believes
that shareholders could potentially benefit from the resulting economies of
scale, lower operating expenses, and enhanced market liquidity for MMU's shares.
If approved, each share of MTU common stock would convert into an equivalent
dollar amount of MMU shares based on the net asset value per share of each fund.
You may read more about this proposal, including risks and special
considerations, beginning on page 7 of the enclosed proxy statement.

How to Vote:
- ------------

You may vote your shares in one of three ways:

     o    By calling 1-800-454-8683

     o    On the internet using the site http://www.proxyvote.com
                                         ------------------------

     o    Signing and dating the enclosed proxy card and returning it in the
          enclosed self-addressed, postage-paid envelope.

Questions?:
- -----------

If you have any questions or need additional information, please call your
financial consultant or 1-800-331-1710.

Sincerely,

/s/ Heath B. McLendon

Heath B. McLendon
President and Chief Executive Officer
Managed Municipals Portfolio II Inc.

Enclosure


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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