As filed with the Securities and Exchange Commission 
on June 9, 1998 
------------------------------------------------------
----------------------- 
Registration No. 33-2627
		811-4551
 
U. S. SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C.  20549 
 
FORM N-1A 
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 
1933
 
[   ]  Pre-Effective Amendment No.
   
[X]    Post-Effective Amendment  No. 45

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940, 
as amended  Amendment No. 45 
    

SMITH BARNEY EQUITY FUNDS 
(Exact name of Registrant as Specified in Charter) 
388 Greenwich Street, New York, New York  10013 
(Address of Principal Executive Offices)  (Zip Code) 
(800)-451-2010
(Registrant's Telephone Number, including Area Code:) 
Christina T. Sydor 
388 Greenwich Street, New York, New York 10013(22nd 
Floor)
(Name and Address of Agent For Service)
Continuous
(Approximate Date of Proposed Public Offering)

It is proposed that this filing will become effective: 
_____	immediately upon filing pursuant to Paragraph
     (b) 
   
__X__	On June 15, 1998 pursuant to paragraph (b)
    

_____	60 days after filing pursuant to paragraph (a)
     (1)

_____	On (date) pursuant to paragraph (a)(1)

_____	75 days after filing pursuant to paragraph (a)
     (2)

_____	On (date) pursuant to paragraph(a)(2) of rule
     485

If appropriate, check the following box:

_____	This post-effective amendment designates a new 
effective date for a previously filed post-effective 
amendment.

Title of Securities Being Registered: Shares of Common 
Stock

SMITH BARNEY EQUITY FUNDS

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following 
pages and documents:

Front Cover

Contents Page

Cross-Reference Sheet

Part A - Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Page

Exhibits


SMITH BARNEY EQUITY FUNDS

FORM  N-1A CROSS REFERENCE SHEET
Pursuant to Rule 495(a) Under the Securities Act of 
1933, as amended

Part A 
Item No				Prospectus Caption


1. Cover Page			Cover Page

2. Synopsis			Prospectus Summary

3. Condensed Financial
   Information			Financial Highlights

4. General Description
   of Registrant			Cover Page
				Prospectus Summary
				Investment Objective
				and Management Policies
				Distributor
				Additional Information

5.Management of
   the Fund			Prospectus Summary
				Management of the Trust 
				and the Fund
				Distributor
				Additional Information

6. Capital Stock and
    Other Securities		Investment Objective
				and Management Policies
				Dividends, Distributions
				and Taxes
				Additional Information

7. Purchase of Securities
   Being Offered			Valuation of Shares
				Purchase of Shares 
				Exchange Privilege
				Redemption of Shares
				Minimum Account Size
				Distributor
				Additional Information

8. Redemption or Repurchase
    of Shares			Purchase of Shares
				Redemption of Shares
				Exchange Privilege

9. Pending Legal
    Proceedings			Not Applicable


Part B


Item No.			Statement of Additional 
				Information Caption


10. Cover Page			Cover page

11. Table of Contents		Contents

12. General Information
      and History			Distributor
				Additional Information

13. Investment Objectives
      and Policies			Investment 
Objectives
				and Management Policies

14. Management of the Fund	Management of the Trust
				and the Funds
				Distributor

15. Control Persons 
     and Principal Management
     of the Trust
     and the Funds		Holders of Securities

16. Investment Advisory
      and Other Services		Management of the 
Trust
				and the Funds
				Distributor

17. Brokerage Allocation	Investment Objectives
				and Management Policies
				Distributor

18. Capital Stock
     and Other Securities		Investment 
Objectives
				and Management Policies
				Purchase of Shares
				Redemption of Shares
				Taxes

19. Purchase, Redemption
      and Pricing of Securities
being offered		 	Purchase of Shares
				Redemption of Securities 
Shares
				Valuation of Shares
				Distributor
				Exchange Privilege

20. Tax Status			Taxes

21. Underwriters		Distributor

22.Calculation of
     Performance Data		Performance Data

23. Financial Statements	Financial Statements
Part A
   

SMITH BARNEY LARGE CAP BLEND FUND (the "Fund")

Supplement dated June 15, 1998 to the Prospectus
Dated May 29, 1998


	The following information supplements, and to 
the extent inconsistent therewith, supercedes the 
information in the Prospectus under "Prospectus 
Summary-Alternative Purchase Arrangements."

CLASS L SHARES.	Class L 
shares are sold at net asset 
value plus an initial sales 
charge of 1%.  They are 
subject to an annual service 
fee of 0.25% and an annual 
distribution fee of 0.75% of 
the average daily net assets 
of the Class.  Investors pay a 
CDSC of 1% if they redeem 
Class L shares within 12 
months of purchase.

The following information supplements, and to 
the extent inconsistent therewith, supercedes the 
information in the Prospectus under "Prospectus 
Summary-The Fund's Expenses."


THE FUND'S EXPENSES  The following expense table lists 
the costs and expenses an investor will incur either 
directly or indirectly as a shareholder of the Fund, 
based on the maximum sales charge or maximum CDSC that 
may be incurred at the time of purchase or redemption 
and the Fund's operating expenses for its most recent 
fiscal year:

Smith Barney
Large Cap Blend Fund
                 Class  Class  Class  Class  Class
                 A      B      L***   O****  Y
Shareholder
Transaction
Expenses
Maximum sales
charge imposed
on purchases
(as a percentage
of offering
price)          5.00%  None   1.00%  1.00%  None
Maximum CDSC
(as a percentage
of original cost
or redemption
proceeds,
whichever
is lower)      None*  5.00%  1.00%  1.00%  None

Annual Fund
Operating
Expense
(as a
percentage
of average
net assets)
Management fees 0.65%  0.65%  0.65%  0.65%  0.65%
12b-1 fees**    0.25   0.75   1.00   0.70   None
Other expenses  0.19   0.16   0.17   0.17   0.04

TOTAL FUND
OPERATING
EXPENSES        1.09%  1.59%  1.76% 1.57%  0.69%

? Purchase of Class A shares of $500,000 or more will 
be made at net asset value with no sales charge, 
but will be subject to a CDSC of 1.00% on 
redemptions made within 12 months of purchase.
**	Upon conversion of Class B shares to Class A 
shares, such shares will no longer be subject to a 
distribution fee.  Class L and Class O shares do 
not have a conversion feature and, therefore, are 
subject to an ongoing distribution fee.  As a 
result, long-term shareholders of Class L and Class 
O shares may pay more than the economic equivalent 
of the maximum front-end sales charge permitted by 
the National Association of Securities Dealers, 
Inc.
*** Class L  shares "Other Expenses" have been 
estimated because no Class L shares were 
outstanding during the fiscal year ended December 
31, 1997
****Class O shares were formerly designated Class C 
Shares.  Class O shares are available to purchase 
only by former Class C shareholders.  Purchasers of 
Class O shares will be subject to a 1% sales charge 
after June 25, 1999.

EXAMPLE

	The following example is intended to assist an 
investor in understanding the various costs that an 
investor in the Fund will bear directly or indirectly.  
The example assumes payment by the Fund of operating 
expenses at the levels set forth in the table above.  
See "Purchase of Shares," "Redemption of Shares" and 
"Management of the Fund."

Smith Barney
Large Cap Blend Fund	

An investor would pay the following expenses on a 
$1,000 investment, assuming (1) 5.00% annual return 
and (2) redemption at the end of each time period:
            1       3      5        10 
            Year    Years  Years    Years*
Class A      $61    $83    $107     $176
Class B       66     80      97      175
Class L       28     55      95      207
Class O       26     50      86      187
Class Y        7     22      38       86
An investor would pay the following expenses on the 
same investment, assuming the same annual return and 
no redemption:

Class A      $61    $83    $107     $176
Class B       16     50      87      175
Class L       18     55      95      207
Class O       16     50      86      187
Class Y        7     22      38       86

? Ten-year figures assume conversion of Class B 
shares to Class A shares at the end of the eighth 
year following the date of purchase.

The example also provides a means for the 
investor to compare expense levels of funds with 
different fee structures over varying investment 
periods.  To facilitate such comparison, all funds are 
required to utilize a 5.00% annual return assumption.  
However, the Fund's actual return will vary and may be 
greater or less than 5.00%.  This example should not 
be considered a representation of past or future 
expenses and actual expenses may be greater or less 
than those shown.


The following information supplements, and to 
the extent inconsistent therewith, supercedes the 
information in the Prospectus under "Exchange 
Privilege."


Class L and Class O shares may 
be exchanged with Class L 
shares of other Smith Barney 
Mutual Funds.

The following information supplements, and to 
the extent inconsistent therewith, supercedes the 
information in the Prospectus under "Additional 
Information."


Class L shares are subject to 
the same terms and conditions 
as other classes of the Fund 
as outlined in the Prospectus.


The Prospectuses filed on May 28, 1998 with Post-
Effective Amendment
No. 44 to the Fund's Registration Statement on form N-
1A (Accession No.
 0000091155-98-000358) is incorporated by reference in 
its entirety.
    

Part B
   

The Statement of Additional Information filed on May 
28, 1998 with
Post-Effective Amendment No. 44 to the Fund's 
Registration Statement
on form N-1A (Accession No. 0000091155-98-000358) is 
incorporated
by reference in its entirety.
    

Part C

Item 24.	Financial Statements and Exhibits

(a)	Financial Statements:

	Included in Part A:

	Financial Highlights

	Included in Part B:

The Registrant's Annual Reports for 
the fiscal year ended January 31, 
1998 and the Report of Independent 
Accountants was filed pursuant to 
Rule 30b-2 of the 1933 Act, on April 
18, 1997 as accession number 91155-
98-000270.

Included in Part C:

(b)	Exhibits

All references are to the Registrant's 
registration statement on Form N-1A (the "Registration 
Statement") as filed with the Securities and Exchange 
Commission (the "SEC") on January 9, 1986 (File Nos. 
33-2627 and 811-4551).

(1)(a)	Amended and Restated Master Trust 
	Agreement and all Amendments are incorporated by 
	reference to Post-Effective Amendment No. 26 to 
the 
	Registration Statement filed on January 31, 1994 
	("Post-Effective Amendment No. 26"). 

    (b)	Amendment dated October 14, 1994 and 
	Form of Amendment to Amended and Restated Master 
Trust 
	Agreement are incorporated by reference to Post-
	Effective Amendment No. 29 to the Registration 
	Statement filed on November 7, 1994 ("Post-
Effective 
	Amendment No. 29").

(2)	Registrant's By-Laws are incorporated by 
	reference to Pre-Effective Amendment No. 1 to 
the 
	Registration Statement filed on February 25, 
1986 
	("Pre-Effective Amendment No. 1"). 

(3)	Not applicable.

(4)	Form of share certificate for Class A, B, 
	C and Y shares will be filed by amendment.

(5)(a)	Investment Advisory Agreement 
	between Registrant and Smith Barney Strategy 
Advisers 
	Inc., with respect to Concert Social Awareness 
Fund, 
	is incorporated by reference to Post-Effective 
	Amendment No. 31 to the Registration Statement 
filed 
	on January 30, 1996 ("Post-Effective Amendment 
No. 
	31").

    (b)	Investment Advisory Agreement 
	between Registrant and Greenwich Street Advisors 
	(relating to the Growth and Income Fund) dated 
May 22, 
	1993  is incorporated by reference to Post-
Effective 
	Amendment No. 26. 


(6)	Distribution Agreement between Registrant 
	and Smith Barney Shearson dated July 30, 1993 is 
	incorporated by reference to Post-Effective 
Amendment 
	No. 26. 

(7)	Not applicable.

(8)	Custodian Agreement between Registrant and 
	PNC Bank, National Association ("PNC Bank") is 
	ncorporated by reference to Post-Effective 
Amendment 
	No. 31.

(9)(a)	Administration Agreements between 
	Registrant and SBMFM (relating to the Growth and 
	Income Fund and Strategic Investors Fund) dated 
May 4, 
	1994 are incorporated by reference to Post-
	Effective Amendment No. 29

    (b)	Transfer Agency Agreement between 
	Registrant and First Data Investor Services 
Group 
	(formerly The Shareholder Services Group, Inc.) 
dated 
	August 5, 1993  is incorporated by reference to 
Post-
	Effective Amendment No. 26. 

(10)	Opinion of Robert A. Vegliante, Deputy General
	Counsel of Smith Barney Mutual Funds Management 
Inc.
	filed with the Registrant's rule 24-f2 
(Accession No. 
	000091155-97-000182) is incorporated by 
reference.

   
(11)	Not applicable.
    

(12)	Not applicable.

(13)	Not Applicable

(14)(a)	Prototype Defined Contribution Plan 
	relating to 401(k) program is incorporated by 
	reference to Post-Effective Amendment No. 33.
      (b)	Form of Individual Retirement 
	Account Disclosure Statement is incorporated by 
	reference to Post-Effective Amendment No. 33.

(15)	Amended Services and Distribution Plans 
	pursuant to Rule 12b-1 between the Registrant on 
	behalf of Smith Barney Growth and Income Fund 
and 
	Concert Social Awareness Fund are incorporated 
by 
	reference to Post-Effective Amendment No. 29.

(16)	Performance information is incorporated by 
	reference to Post-Effective Amendments No. 9 and 
10. 

(17)	Financial Data Schedule filed herewith.

(18)	Plan pursuant to Rule 18f-3 is 
	incorporated by reference to Post-Effective 
Amendment 
	No. 31.


Item 25	 	Persons Controlled by or Under 
		Common Control with Registrant

	None.



Item 26		Number of Holders of Securities

Number of 
Record Holders by Class
Title of Class as of May 18,1998

Beneficial Interest par value
$.001 per share	
Class A
Class B
Class C
Class Y

Concert Social
Awareness Fund
17,508
13,103
666
3

Smith Barney
Large Cap Blend Fund
11,569
10,910
448
7

Item 27		Indemnification

The response to this item is incorporated by reference 
to Registrant's Pre-Effective Amendment No. 1 to the 
Registration Statement.


Item 28(a)	Business and Other Connections of 
Investment Adviser

Investment Adviser - - Mutual Management Corp ("MMC")

MMC, formerly known as Smith Barney Mutual Funds
Management Inc., was incorporated in December 1968
under the laws of the State of Delaware. MMC is a 
wholly
owned subsidiary of Salomon Smith Barney Holdings Inc
 ("Holdings") (formerly known as Smith Barney Holdings 
Inc.), which in turn is a wholly owned subsidiary of 
Travelers Group Inc. (formerly known as Primerica 
Corporation) ("Travelers"). MMC is registered as an 
investment adviser under the Investment Advisers Act 
of 1940 (the "Advisers Act").

The list required by this Item 28 of officers and 
directors of SBMFM together with information as to any 
other business, profession, vocation or employment of 
a substantial nature engaged in by such officers and 
directors during the past two fiscal years, is 
incorporated by reference to Schedules A and D of FORM 
ADV filed by SBMFM pursuant to the Advisers Act (SEC 
File No. 801-8314).

Item 29.	Principal Underwriters
   

(a) Smith Barney Inc. ("Smith Barney ") acts as 
principal underwriter for
Concert Investment Series
Consulting Group Capital Markets Funds
Global Horizons Investment Series (Cayman Islands)
Greenwich Street California Municipal Fund Inc.
Greenwich Street Municipal Fund Inc.
Greenwich Street Series Fund
High Income Opportunity Fund Inc.
The Italy Fund Inc.
Managed High Income Portfolio Inc.
Managed Municipals Portfolio II Inc.
Managed Municipals Portfolio Inc.
Municipal High Income Fund Inc.
Puerto Rico Daily Liquidity Fund Inc.
Smith Barney Adjustable Rate Government Income Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
Smith Barney Concert Allocation Series Inc.
Smith Barney Equity Funds
Smith Barney Fundamental Value Fund Inc.
Smith Barney Funds, Inc.
Smith Barney Income Funds
Smith Barney Institutional Cash Management Fund, Inc.
Smith Barney Intermediate Municipal Fund, Inc.
Smith Barney Investment Funds Inc.
Smith Barney Investment Trust
Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc.
Smith Barney Muni Funds
Smith Barney Municipal Fund, Inc.
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Natural Resources Fund Inc.
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund Inc.
Smith Barney Principal Return Fund 
Smith Barney Small Cap Blend Fund, Inc.
Smith Barney Telecommunications Trust
Smith Barney Variable Account Funds
Smith Barney World Funds, Inc.
Smith Barney Worldwide Special Fund N.V. (Netherlands 
Antilles)
Travelers Series Fund Inc.
The USA High Yield Fund N.V.(Netherlands Antilles)
Worldwide Securities Limited  (Bermuda)
Zenix Income Fund Inc. and various series of unit 
investment trusts. 
    
Smith Barney is a wholly owned subsidiary of Holdings. 
On June 1, 1994, Smith Barney changed its name from 
Smith Barney Shearson Inc. to its current name. The 
information required by this Item 29 with respect to 
each director, officer and partner of Smith Barney is 
incorporated by reference to Schedule A of FORM BD 
filed by Smith Barney pursuant to the Securities 
Exchange Act of 1934 (SEC File No. 812-8510).

Item 30	.	Location of Accounts and Records

(1)	Smith Barney Inc.
	388 Greenwich Street
	New York, New York  10013

(2)	Smith Barney Equity Funds
	388 Greenwich Street
	New York, New York  10013

(3)	Mutual Management Corp.
	388 Greenwich Street
	New York, New York  10013

(4)	Smith Barney Strategy Advisers Inc.
	388 Greenwich Street
	New York, New York  10013

(5)	PNC Bank, National Association
	17th and Chestnut Streets
	Philadelphia, PA  19103

(6)	First Data Investor Services Group
	One Exchange Place
	Boston, Massachusetts  02109

Item 31	Management Services

	Not Applicable.


Item 32	Undertakings

(a) The Registrant hereby undertakes to call a 
meeting of its shareholders for the 
purpose of voting upon the question of 
removal of a trustee or trustees of 
Registrant when requested in to do so by 
the holders of at least 10% of 
Registrant's outstanding shares. 
Registrant undertakes further, in 
connection with the meeting, to comply 
with the provisions of Section 16(c) of 
the 1940 Act relating to communications 
with the shareholders of certain common-
law trusts.

   
SIGNATURES

	Pursuant to the requirements of the Securities 
Act of 1933, as amended, and the Investment Company 
Act of 1940, as amended, the Registrant, SMITH BARNEY 
EQUITY FUNDS, has duly caused this Amendment to the 
Registration Statement to be signed on its behalf by 
the undersigned, thereunto duly authorized, all in the 
City of New York, State of New York on the 9th day of 
June, 1998.

	SMITH BARNEY EQUITY FUNDS

By: /s/ Heath B. McLendon*
Heath B. McLendon, 
Chairman of the Board

Pursuant to the requirements of the Securities 
Act of 1933, as amended, this Post-Effective Amendment 
to the Registration Statement has been signed below by 
the following persons in the capacities and on the 
dates indicated.

Signature			Title			Date


/s/ Heath B. McLendon		Chairman of
Heath B. McLendon		the Board		6/9/98
				Chief Executive
				Officer


/s/ Lewis E. Daidone		Senior Vice 
Lewis E. Daidone		President and		6/9/98
				Treasurer 
				Chief Financial
				and Accounting Officer


/s/ Lee Abraham*		Trustee			6/9/98
Lee Abraham


/s/ Allan J. Bloostein*		Trustee		
	6/9/98
Allan J. Bloostein


/s/ Richard E. Hanson*		Trustee		
	6/9/98
Richard E. Hanson

* Signed by Heath B. McLendon, their duly authorized 
attorney-in-fact, pursuant to power of attorney dated 
October 27, 1992.


/s/ Heath B. McLendon
Heath B McLendon
    

EXHIBITS
   

Description of Exhibits

Cover Letter to SEC

Financial Data Schedule