SCHEDULE 14A INFORMATION

	Proxy Statement Pursuant to Section 14(a) of the Securities 
	Exchange Act of 1934 

Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:
[    ]	Preliminary Proxy Statement
[XXX]	Definitive Proxy Statement
[   ]	Definitive Additional Materials
[   ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

	SMITH BARNEY EQUITY FUNDS 
	(Name of Registrant as Specified In Its Charter)

	ROBERT VEGLIANTE
	(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

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2)	Aggregate number of securities to which transaction applies:           

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pursuant to Exchange Act Rule 0-11:

                                                                       

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Set forth the amount on which the filing fee is calculated and state 
how it was determined.


[   ]	Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) 
and identify the filing for which the offsetting fee was paid previously.  
Identify the previous filing by registration statement number, or the 
Form or Schedule and the date of its filing.

1)	Amount Previously Paid:                                                     

2)	Form, Schedule or Registration Statement No.:                  

3)	Filing Party: 
4) Date Filed:	



[Logo] Smith Barney Mutual Funds
       Investing for your future.
       Every day.

Dear Shareholder:

     This letter is to inform you that on December 13, 1996, the Board of
Trustees of the Smith Barney Strategic Investors Fund (the "Fund") approved
certain changes to the Fund's investment policies. We ask that you read the
attached proxy statement carefully and send us your vote regarding these
proposed changes before a special shareholders' meeting scheduled to be held on
Friday, February 14, 1997.

     If these recommendations are approved by shareholders, the Fund's
investment objective of seeking high total return consisting of current income
and capital appreciation would remain unchanged. However, certain aspects of the
Fund's investment policies would be changed requiring the Fund to invest
primarily in the stocks and bonds of companies which, in the view of the Fund's
investment adviser, are socially aware and committed to being a positive force
in society. The Fund's proposed socially-focused investing approach is an
extension of an earlier social investing approach which involved an "avoidance"
style -- no tobacco, no defense, no nuclear, etc. Today's socially aware
investor not only adheres to certain prohibitions, but also seeks out companies
which exemplify "positive" social attributes.

     The Fund's investment adviser believes there is a direct correlation
between companies that maintain a positive social awareness and their long-term
investment potential. For example, companies that are proactive environmentally
can usually avoid costly litigation and expensive clean-up costs. In addition,
companies that create diverse and professionally satisfying workplaces generally
attract the most talented people, which in turn helps to increase both their
productivity and profitability. In other words, being socially responsible can
be very good for the bottom line.

     Another key proposed change to the Fund's investment policies approved by
the Board of Trustees is that the Fund's asset allocation will no longer be
based on recommendations made by Smith Barney's Investment Policy Group.
Instead, under the proposed changes, the Fund's investment adviser will invest
between 65% to 85% of the Fund's assets in stocks and between 15% to 35% of
assets in bonds, with the remaining assets invested in cash and money market
securities only when market conditions warrant and not because of any specific
asset allocation recommendation. Please note that this proposed change to the
Fund's investment policies does not represent a dramatic departure from the
Fund's historical allocation average (i.e., 60% in stocks, 30% in bonds and 10%
in cash). Management believes this proposed change to the Fund should help
improve its long-term total return potential.

     In addition to recommending these changes to the Fund's investment
strategy, the Fund's Board of Trustees has also recommended changing the Fund's
name to the Concert Social Awareness Fund. The Concert name reflects an
important part of 

<PAGE>

Smith Barney Mutual Fund's strategy -- listening to the concerns of our
shareholders and developing products that meet their needs. Smith Barney Mutual
Funds introduced the Concert concept earlier this year with the Concert Series
in response to growing demand for a simple and convenient way to invest in a
well-diversified portfolio of mutual funds. While the Concert Social Awareness
Fund will not be offered as part of the Concert Series, it was developed with a
similar investor focus. Of course, the Concert Social Awareness Fund will
continue to be fully-exchangeable with other funds in the Smith Barney family.

     In closing, thank you for your investment in the Fund. We look forward to
continuing to serve your investment goals.


Sincerely,

/s/ Heath B. McLendon

Heath B. McLendon
Chairman of the Board

January 3, 1997

<PAGE>

                            SMITH BARNEY EQUITY FUNDS
                 388 Greenwich Street, New York, New York 10013

                            -------------------------

                      NOTICE OF MEETING OF SHAREHOLDERS OF
                      SMITH BARNEY STRATEGIC INVESTORS FUND
                         To Be Held On February 14, 1997

                            -------------------------

To the Shareholders:

     A meeting of Shareholders of the Smith Barney Strategic Investors Fund (the
"Fund"), a series of Smith Barney Equity Funds (the "Trust") will be held on
February 14, 1997 at 3:00 p.m. at 388 Greenwich Street, New York, New York, 22nd
Floor, for the following purposes:

     (1) To approve or disapprove changes to certain investment policies of the
Fund; and

     (2) To transact such other business as may properly come before the meeting
or any adjournment thereof.

     Shareholders of record at the close of business on December 23, 1996 will
be entitled to vote at the meeting.

     Please mark, date and sign the enclosed proxy and return it in the prepaid
envelope enclosed for your convenience to insure that your shares are
represented. The prompt return of your proxy will save the expense of further
mailings. If you attend the meeting you can revoke your proxy and vote your
shares in person if you wish.


                                             By Order of the Trustees

New York, New York                           Christina T. Sydor
January 3, 1997                              Secretary

                            -------------------------

     IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE URGED
TO MARK, DATE, SIGN AND RETURN THE PROXY IN THE ENCLOSED PREPAID ENVELOPE.

<PAGE>

                      INSTRUCTIONS FOR SIGNING PROXY CARDS

     The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.

     1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

     2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration.

     3. All Other Accounts: The capacity of the individual signing the proxy
should be indicated unless it is reflected in the form of registration.

For example:

Registration                            Valid Signature
------------                            ---------------

Corporate Accounts
(1) ABC Corp.......................     ABC Corp.
(2) ABC Corp.......................     John Doe, Treasurer
(3) ABC Corp.
      c/o John Doe, Treasurer......     John Doe
(4) ABC Corp. Profit Sharing Plan..     John Doe, Trustee

Trust Accounts
(1) ABC Trust......................     Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
      u/t/d 12/28/78...............     Jane B. Doe

Custodian or Estate Accounts
(1) John B. Smith, Cust.
      f/b/o John B. Smith, Jr. UGMA     John B. Smith
(2) Estate of John B. Smith........     John B. Smith, Executor


                                       2

<PAGE>

                                 PROXY STATEMENT
                     SMITH BARNEY EQUITY FUNDS on behalf of
                      Smith Barney Strategic Investors Fund
                              388 Greenwich Street
                            New York, New York 10013
                                 (800) 224-7523

                            -------------------------

                         SPECIAL MEETING OF SHAREHOLDERS

                                FEBRUARY 14, 1996

                            -------------------------

     This proxy statement is furnished in connection with the solicitation by
the Board of Trustees (the "Trustees") of Smith Barney Equity Funds (the
"Trust") on behalf of its series, Smith Barney Strategic Investors Fund (the
"Fund") of proxies to be voted at a Special Meeting of shareholders, and all
adjournments thereof (the "Meeting") of the Fund, to be held at the offices of
the Trust, 388 Greenwich Street, New York, New York 10013 on the 22nd Floor,
Friday, February 14, 1997, at 3:00 p.m. The approximate mailing date of this
proxy statement and accompanying form of proxy is January 3, 1997.

     The primary purpose of the Meeting is to permit the Fund's shareholders to
consider changes to certain investment policies of the Fund, as further
discussed in this proxy statement. While the policies under consideration here
are not ones for which the Investment Company Act of 1940, as amended, (the
"1940 Act") would require shareholder approval of changes, the Trustees believe
that the proposal involves modifications of sufficient interest and importance
to shareholders that they have determined to seek approval by shareholders prior
to implementation of the proposal. The Trustees have fixed the close of business
on December 23, 1996, as the record date (the "Record Date") for the
determination of holders of shares of the Fund entitled to vote at the Meeting
(the "Shares"). Shareholders of the Fund (the "Shareholders") on the Record Date
will be entitled to one vote per share with respect to each proposal submitted
to the Shareholders of the Fund, with no Share having cumulative voting rights.

     THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT) TO
A SHAREHOLDER OF THE FUND UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO
THE TRUST BY CALLING (800) 224-7523 OR BY WRITING TO THE TRUST AT 388 GREENWICH
STREET, NEW YORK, NEW YORK 10013.

     There are no persons who, to the knowledge of the Trust, owned beneficially
more than 5% of the Fund's outstanding Shares as of the Record Date. As of the
Record Date, the officers and Trustees of the Trust beneficially owned less than
1% of the outstanding Shares of the Fund.


                                       3

<PAGE>

                                     Voting

     With respect to Proposal 1, the proposed changes to the Fund's investment
policies will be implemented if the Proposal receives the affirmative vote of a
"majority of the outstanding voting securities", which is defined under the 1940
Act as the lesser of (i) 67% or more of the voting securities of the Fund
entitled to vote thereon present in person or by proxy at the Meeting, if the
holders of more than 50% of the outstanding voting securities entitled to vote
thereon are present in person or represented by proxy, or (ii) more than 50% of
the outstanding voting securities of the Fund entitled to vote thereon. If an
insufficient number of votes are received approving the proposal, the Fund's
current investment policies will continue to be applied by management.

     THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE FOR APPROVAL OF THE PROPOSED
CHANGES TO CERTAIN OF THE FUND'S INVESTMENT POLICIES.

     With respect to Proposal 1, all Shares of the Fund will vote together as a
single class. All properly executed proxies received prior to the Meeting will
be voted at the Meeting in accordance with the instructions marked thereon. Each
Share is entitled to one vote for the proposal and any fractional share is
entitled to a proportionate fractional vote. On the Record Date the Fund had
20,464,823.164 shares of voting securities.

     Proxies received prior to the Meeting on which no vote is indicated will be
voted "for" the proposal. For purposes of determining the presence of a quorum
for transacting business at the Meeting, abstentions and broker "non-votes"
(that is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as shares that are present but
which have not been voted. The Shares represented by a proxy that represents a
broker non-vote or an abstention will have the same effect as Shares voted
"against" the proposal. A majority of the outstanding Shares entitled to vote on
the proposal must be present in person or by proxy to have a quorum to conduct
business at the Meeting.

     Shareholders who execute proxies may revoke them at any time before they
are voted by filing with the Trust a written notice of revocation, by delivering
a duly executed proxy bearing a later date or by attending the Meeting and
voting in person.

     In the event a quorum is not present at the Meeting or in the event a
quorum is present at the Meeting but sufficient votes to approve the proposal
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposal that is the subject of the Meeting, the
percentage of votes actually cast, the nature of any further solicitation and
the information to be provided to shareholders. 


                                       4
<PAGE>

                                   PROPOSAL 1

                        TO APPROVE CHANGES TO CERTAIN OF
                         THE FUND'S INVESTMENT POLICIES

                                  Introduction

     The investment objective of the Fund is high total return consisting of
capital appreciation and current income. Smith Barney Strategy Advisers Inc.
("Strategy Advisers"), the Fund's investment adviser, seeks to achieve this
objective by investing the Fund's assets in a combination of equity,
fixed-income, money market and gold securities. The percentages of the Fund's
assets invested in each of these four types of securities are adjusted from time
to time in order to conform to the asset allocation most recently determined by
Smith Barney's Investment Policy Group ("IPG"). On December 13, 1996, the
Trustees approved changes to certain of the investment policies of the Fund
whereby the Fund would seek to achieve its objective by investing in equity and
fixed-income securities of issuers who demonstrate a positive awareness of their
impact on the society within which they operate. In addition to instituting this
social awareness overlay to the investment process, the Fund would no longer
modify the percentages of its assets invested in various types of securities in
response to determinations made by IPG, but would instead maintain, under normal
conditions, between 65% and 85% of its assets invested in equity securities and
between 15% and 35% invested in fixed-income securities. The proposed changes to
the asset allocation determination (which should result in a greater percentage
of the Fund's assets being invested in equity securities) and the addition of
the social awareness overlay both reflect management's belief that current
economic and market conditions indicate that concentrating on the equity
securities of companies who demonstrate a positive social awareness will create
better long-term total return opportunities and will permit the Fund to be
marketed to a wider investor population, potentially attracting new assets. The
Trustees unanimously approved these changes and directed that they be submitted
to the shareholders of the Fund for approval at a Meeting of Shareholders. If
approved by the shareholders, it is anticipated that these changes would become
effective on or about February 25, 1997 and the name of the Fund would be
changed to the "Concert Social Awareness Fund".

                       Factors Considered By the Trustees

     In approving the proposed changes, the Trustees considered a number of
factors. First, the Trustees considered management's belief that there is a
direct correlation between companies that demonstrate an acute awareness of
their impact on the society within which they operate and companies which offer
an attractive long-term investment potential. Management believes that
addressing social issues in a positive manner translates into sound business
judgment. For example, by ensuring that a product or service does not negatively
impact the environment, a company can avoid costly litigation and clean-up
costs; by maintaining positive standards for the 


                                       5
<PAGE>

workplace and a diverse employee population, a company can better ensure access
to quality management talent and improve productivity; or by becoming more
involved in the community, a company's consumer franchise can be enhanced. These
are all factors by which a company potentially can gain a significant
competitive advantage over the long term.

     Next, the Trustees considered a presentation by management that illustrated
that over the last few years, the financial markets have reacted to a secular
decline in inflation that provided atypical investment returns for all asset
classes. With the dramatic change in inflation already accomplished, the future
trend line investment returns on various asset classes should revert to a more
traditional pattern and in that environment, equities should provide better
long-term total return opportunities than fixed-income securities or cash.
Management also suggested that increasing the allocation of the Fund's assets in
equities and placing the strategic allocation among asset classes in the hands
of the actual portfolio managers would enable Strategy Advisers to be more
proactive and to react more quickly to changing market conditions. Management
also noted that moving to a target of 75% equities and 25% fixed-income
securities within a +/- 10% range will not represent a dramatic change from the
historic allocation which has averaged 60% equities, 30% fixed-income and 10%
cash. The Fund will continue to be permitted to invest a portion of its assets
in cash or money market securities, but the Fund would hold cash and money
market securities as a temporary defensive measure, not as a specific allocation
class. Management advised that reducing the amount of the Fund's assets invested
in cash and consequently allowing more of the Fund's assets to be fully invested
should provide better long term opportunities.

     The Trustees were informed that, but for the additional overlay of a social
awareness criteria, the Fund's proven investment disciplines will remain the
same and the Fund will be managed by the same portfolio managers. The equity
portion of the Fund's assets will continue to consist primarily of common stocks
of established companies traded on exchanges or over-the-counter that represent
an opportunity for total return on a long-term basis. Strategy Advisers will
continue to select companies that are believed to be undervalued based on
relevant indicators such as price/earnings ratios, forecast growth, as well as
balance sheet, profitability and risk analyses. Equity investments will continue
to be made without regard to the size of companies and generally will be made in
a broad spectrum of industries. The Fund would continue to invest primarily in
common stocks, preferred stocks, securities convertible into or exchangeable for
common stocks and warrants. In addition, the Fund would use futures contracts
and options on futures contracts in order to hedge against market and interest
rate fluctuations. The fixed-income portion of the Fund's assets would continue
to be composed primarily of investment grade corporate bonds, debentures and
notes, asset-backed securities and U.S. government securities. Again, as with
the selection of equity securities, the Fund will utilize a social awareness
criteria in determining which issuers of fixed-income securities are eligible
for investment.


                                       6
<PAGE>

     The Trustees further considered a submission by Strategy Advisers
illustrating its long history of managing assets implementing the same
investment discipline while incorporating social awareness criteria. Robert
Brady, portfolio manager of the Fund responsible for equity investments, has
been managing investments utilizing a social awareness criteria for more than
ten years and currently manages $380 million of equity investments applying such
social awareness criteria. Ellen Cammer will continue to manage the Fund's
investments in fixed-income securities based on traditional investment criteria
and, if the proposal is approved, will apply the social awareness criteria to
issuers of fixed-income securities. The Fund will also invest in direct U.S.
government debt obligations since it is management's experience that these
investments satisfy the social awareness criteria and are acceptable to most
social awareness investors.

         Additional Information Regarding The Social Awareness Criteria

     Strategy Advisers believes that top quality management teams who
successfully balance their companies' business interests with their social
influences can gain a significant competitive advantage over the long term. The
Fund will hold securities issued by companies that, in the opinion of Strategy
Advisers, meet the Fund's investment policies and do not violate the Fund's
social awareness criteria. The primary social emphasis will be to establish
investments in companies that make a positive contribution to society through
their products and services or through the way that they do business. These
include companies known for fostering fair and progressive relations with their
employees, companies taking an active role in promoting worthwhile causes or
known to be good community citizens, companies committed to upholding human
rights in their domestic and international operations and companies promoting
positive alternatives to unsafe, polluting or wasteful business activities or
products. In addition, Strategy Advisers has identified specific areas of social
and financial concern and, thus, will not purchase securities of any company
that Strategy Advisers has reason to believe is engaged at the time of
investment in any of the following:

    o tobacco production;

    o manufacture of unsafe products;

    o engaging in irresponsible advertising or marketing practices; 

    o engaging in activities that cause substantial environmental damage; 

    o production of weapons; 

    o ownership or design of nuclear facilities.

     These criteria are based on a belief that a company will benefit from its
social awareness by enabling it to better position itself in developing business
opportunities while avoiding liabilities that may be incurred when a product or
service is determined to have a negative social impact.

     Strategy Advisers will continue to apply the investment criteria described
above and, in addition, will analyze the company's social impact, eliminating
those securi-


                                       7
<PAGE>

ties that fail either test. Strategy Advisers will use its best efforts to
assess a company's social impact and performance. This analysis will be based on
present activities by the company and will not preclude securities solely
because of past activities. Strategy Advisers will monitor the social progress
or deterioration of each company in which the Fund invests and in the event a
company is no longer in compliance with the Fund's social criteria, the Fund
will sell the securities as soon as is prudent. The social awareness criteria
used by the Fund will be monitored by the Trustees and Strategy Advisers may,
upon approval of the Trustees, modify the criteria used to rate the social
performance of an issuer without shareholder approval.

     While the application of the Fund's social awareness criteria may preclude
some securities with strong earnings and growth potential, Strategy Advisers
believes that there are sufficient investment opportunities among companies that
satisfy the social awareness criteria to meet the Fund's investment objectives.
In fact, as of December 31, 1996, well over 50% of the 1000 largest publicly
traded companies met the proposed social criteria. In addition, management
believes that instituting the social awareness criteria will not have a
significant effect on the current holdings of the Fund. As of December 23, 1996,
approximately 90% of the Fund's assets would meet the social awareness criteria.
If the proposal is approved, those securities that do not satisfy the social
awareness criteria will be sold in a prudent manner.

       The Trustees unanimously recommend that you vote "FOR" the proposed
                           investment policy changes.

                              SHAREHOLDER PROPOSALS

     The Trust is not generally required to hold annual or special shareholders'
meetings. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholders' meeting should send their written
proposals to the Secretary of the Trust at the address set forth on the cover of
this Proxy Statement. Shareholder proposals for inclusion in the Trust's proxy
statement for any subsequent meeting must be received by the Trust a reasonable
period of time prior to any such meeting.

                    SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

     Shareholders holding at least 10% of the Fund's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting of
shareholders for the purpose of voting on the removal of any Trustee. Meetings
of shareholders for any other purpose also shall be called by the Trustees when
requested in writing by shareholders holding at least 10% of the shares of the
Fund then outstanding or, if the Trustees shall fail to call or give notice of
any meeting of shareholders for a period of 30 days after such request,
shareholders holding at least 10% of the shares then outstanding may call and
give notice of such meeting.


                                       8
<PAGE>

                    OTHER MATTERS TO COME BEFORE THE MEETING

     The Trustees do not intend to present any other business at the Meeting,
nor are they aware that any shareholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named in the
accompanying proxy card will vote thereon in accordance with their judgment.

                                             By Order of the Board of Trustees

                                             Christina T. Sydor

January 3, 1997                              Secretary

                            -------------------------

              SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE
                     ENCLOSED PROXY AND RETURN IT PROMPTLY.


                                       9

FORM OF PROXY CARD

SMITH BARNEY STRATEGIC INVESTORS FUND

PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 14, 1997
The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor and 
Robert A. Vegliante, and each of them separately, proxies with the power of 
substitution to each, and hereby authorizes them to represent and to vote, as 
designated below, at the Special Meeting of Shareholders of the Fund indicated 
above, a series of  Smith Barney Equity Funds, on February 14, 1997 at 3:00 
p.m. Eastern time, and at any adjournment thereof, all of the shares of the 
Fund which the undersigned would be entitled to vote if personally present. IF 
THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL 
BE VOTED FOR PROPOSAL 1.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME 
APPEARS ON THIS PROXY CARD. All joint 
owners should sign. When signing as 
executor, administrator, attorney, 
trustee or guardian or as custodian 
for a minor, please give full title as 
such. If a corporation, please sign in 
full corporate name and indicate the 
signer's office. If a partner, sign in 
the partnership name.
___________________________________ 
Signature
		                                                            
__________________________________ 					
	Signature (if held jointly)

___________________________________ 
Date


THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES. THE TRUSTEES RECOMMEND 
VOTING "FOR" THE PROPOSAL. TO VOTE, FILL IN BOX COMPLETELY
							For       Against        Abstain												FOR    AGAINST    ABSTAIN
1. Proposal to approve changes to certain of the Fund's 
investment policies.						/ /             / /                 / /
2. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER 
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY 
ADJOURNMENT THEREOF.