SMITH BARNEY CONCERT ALLOCATION SERIES INC.
High Growth Portfolio
Growth Portfolio
Balanced Portfolio
Conservative Portfolio
Income Portfolio

Supplement dated
October 7, 1997 to
Prospectuses dated May 30, 1997


	The following information supplements the disclosure in the 
Prospectuses of the Portfolios listed above.  Defined terms have the 
same meanings as set forth in the Prospectus.


Addition of Underlying Smith Barney Funds

	Effective September 4, 1997, three underlying Smith Barney 
Mutual Funds were  added to the Smith Barney Concert Allocation Series 
Inc. ("Concert Allocation Series").  The Portfolios listed above will 
invest their assets in these new underlying funds within the ranges 
indicated below.

 
FUND
PORTFOLIOS
RANGES

Smith Barney Large Cap Growth
High Growth
Growth
Balanced
0% -20%
0% - 20%
0% - 15%


Smith Barney Disciplined Small Cap
High Growth
Growth
Balanced
0% -25%
0% - 20%
0% - 15%


Smith Barney Growth Opportunity 
High Growth
Growth
Balanced
0% - 20%
0% - 20%
0% - 15%


 
 
 Description of the Smith Barney Large Capitalization Growth Fund
 
 The Smith Barney Large Capitalization Growth Fund ("Large Cap 
Fund") seeks long term growth of capital by investing in equity 
securities of companies with large market capitalizations.  This 
investment objective may not be changed without the approval of the 
holders of a majority of the Fund's outstanding shares.  There can be 
no assurance that the Fund's investment objective will be achieved.
 
 The Large Cap Fund attempts to achieve its investment objective 
by investing primarily in equity securities consisting of common 
stocks which are believed to afford attractive opportunities for 
investment growth.  The core holdings of the Large Cap Fund are large 
capitalization companies that are dominant in their industries, global 
in scope and have a long history of performance.  The Large Cap Fund 
normally invests at least 65% of its total assets in these securities.  
The Large Cap Fund does have the flexibility, however, to invest the 
balance in companies with other market capitalizations. The Large Cap 
Fund defines large market capitalization companies as those having $5 
billion or more at the time of the Large Cap Fund's investment.  
Companies whose capitalization falls below this level after purchase 
will continue to be considered large market capitalization companies 
for purposes of the 65% policy.
 
 Under normal market conditions, the majority of the Large Cap 
Fund's portfolio will consist of common stocks, securities convertible 
into common stock and rights to subscribe for common stock.  The Large 
Cap Fund may also contain money market instruments for cash management 
purposes such as U.S. government securities, repurchase agreements, 
and time deposits.
  
 Performance of the Large Cap Fund
 
 Performance of the Large Cap Fund is presently not available 
since the Large Cap Fund commenced operations on July 14, 1997.
 
 Description of the Smith Barney Growth Opportunity Fund
 
 The Smith Barney Growth Opportunity Fund ("Growth Opportunity 
Fund") seeks an investment objective of capital appreciation by 
investing in securities believed to have above average potential for 
capital appreciation.  
 
 In attempting to achieve the Growth Opportunity Fund's 
investment objective, the Growth Opportunity Fund will use a 
disciplined approach to identify equity securities of companies having 
prospects of strong, sustainable earnings growth and that are believed 
to afford attractive opportunities for stock price appreciation. This 
disciplined approach involves computer-aided, quantitative analysis 
supported by fundamental research.  The Growth Opportunity Fund 
selects stocks for the Growth Opportunity Fund's portfolio by sorting 
a universe of 1500 stocks into deciles based on earnings and other 
valuation characteristics.  Those stocks sorted into the top two 
deciles are further analyzed quantitatively and fundamentally to 
determine if they are attractive investments.  In addition to 
determining which stocks may be attractive investments for the Growth 
Opportunity Fund, this analysis is used to determine if a particular 
stock held in the Growth Opportunity Fund's portfolio continues to be 
an attractive investment and stocks appearing in the bottom two 
deciles are sold.  Although the Growth Opportunity Fund may invest in 
the stocks of smaller capitalized companies, the Growth Opportunity 
Fund's assets will be invested primarily in the stock of mid- and 
larger-capitalized companies.
 
 The Growth Opportunity Fund invests principally in common stocks 
and Smith Barney Mutual Funds Management Inc. ("SBMFM"), the Growth 
Opportunity Fund's investment adviser uses a flexible management style 
to select what it believes to be unusually attractive growth 
investments on an individual company basis. Such securities will 
typically be issued by small capitalization companies, larger 
companies with established records of growth in sales or earnings, and 
companies with new products, new services, or new processes. The 
Growth Opportunity Fund may also invest in companies in cyclical 
industries during periods when their securities appear overly 
depressed and therefore attractive for capital appreciation. In 
addition to common stocks of companies, the Growth Opportunity Fund 
may invest in securities convertible into or exchangeable for common 
stocks, such as convertible preferred stocks or convertible 
debentures, and warrants.
 
 The Growth Opportunity Fund generally holds a portion of its 
assets in investment grade short-term debt securities, investment 
grade corporate or government bonds, cash and cash equivalents in 
order to provide liquidity. Such investments may be increased when 
deemed appropriate by the SBMFM for temporary defensive purposes. 
Under such circumstances, the Growth Opportunity Fund may invest up to 
100% of its assets in short-term investments which may include 
repurchase agreements with domestic banks or broker-dealers. The 
Growth Opportunity Fund may invest up to 35% of its total assets in 
securities of foreign issuers. The Growth Opportunity Fund may also 
engage in portfolio management strategies and techniques involving 
options, futures contracts and options on futures (which are sometimes 
referred to as "derivatives"). A derivative is a financial instrument 
whose performance is derived, at least in part, from the performance 
of an underlying asset. The Growth Opportunity Fund's use of 
derivatives is limited to 10% of the Growth Opportunity Fund's net 
assets. 
 
 Investments in smaller capitalized companies (companies with a 
capitalization of less than $1 billion) may offer greater 
opportunities for growth of capital than larger, more established 
companies, but may also involve certain risks because smaller 
capitalized companies often have limited product use, market or 
financial resources and may be dependent on one or two people for 
management. In addition, small capitalized companies may be subject to 
a limited liquidity and more volatility which could result in 
significant fluctuations in the price of their shares.
 
 The Growth Opportunity Fund may also invest in money market 
instruments, enter into repurchase agreements and reverse repurchase 
agreements for temporary defensive purposes lend its portfolio 
securities, invest in real estate investment trusts, sell securities 
short "against the box", purchase the securities of companies with 
less than three years of continuous operation, and enter into forward 
contracts.
 
 The value of the Growth Opportunity Fund's portfolio securities 
that are traded in foreign markets may be affected by changes in 
currency exchange rates and exchange control regulations. In addition, 
the Growth Opportunity Fund will incur costs in connection with the 
conversions between various currencies. The Growth Opportunity Fund's 
foreign currency exchange transactions generally will be conducted on 
a spot basis (that is, cash basis) at the spot rate for purchasing or 
selling currency prevailing in the foreign currency exchange market. 
The Growth Opportunity Fund purchases and sells foreign currency on a 
spot basis in connection with the settlement of transactions in 
securities traded in such foreign currency. The Growth Opportunity 
Fund does not purchase and sell foreign currencies as an investment.
  
 Performance of the Growth Opportunity Fund
 
 The following chart shows the average annual total return for 
the longest outstanding class of shares, Class A, of the Growth 
Opportunity Fund for the most recent one-year period and since 
inception, giving effect to the maximum applicable sales charge for 
the period ended December 31, 1996.
 
 Average Annual Returns through December 31, 1996
Assets of all Classes as of 
December 31, 1996 (000s)
Inception 
Date
One Year
Since Inception

$115,502
7/3/95
8.28%
14.44%

 
 The performance data set forth above is not, and should not be 
viewed as, indicative of the future performance of the Growth 
Opportunity Fund.  The performance reflects the impact of sales 
charges and other distribution related expenses that will not be 
incurred by the Class Y shares of the Growth Opportunity Fund in which 
the Portfolios  will invest.
 
 
 Description of the Smith Barney Disciplined Small Cap Fund
 
 Smith Barney Disciplined Small Cap Fund, Inc. (formerly The 
Inefficient-Market Fund, Inc.) (the "Disciplined Small Cap Fund") is 
an open-end diversified management investment company that seeks long 
term capital appreciation by investing primarily (at least 65% of its 
total assets) in the common stocks of U.S. companies with relatively 
small market capitalizations at the time of investment. Companies with 
relatively small market capitalization are defined as those which fall 
in the lowest 20% of market capitalization of publicly traded 
companies in the U.S. with market values above $100 million.
 
 Travelers Investment Management Company, the investment manager 
to the Disciplined Small Cap Fund, will select stocks based on a 
disciplined quantitative screening process that seeks a combination of 
attractive relative value and earnings growth. 
 
 In order to provide consistent relative performance, the 
Disciplined Small Cap Fund will hold a portfolio that is comparable to 
the Russell 2500 Stock Index in terms of overall risk, economic sector 
weightings, and market capitalization. The Russell 2500 is a broad 
based index of the smaller cap segment of the U.S. stock market. By 
linking its investment strategy to the Russell 2500 Stock Index, the 
Disciplined Small Cap Fund will provide diversified exposure to the 
universe of stocks that comprise the lowest 25% of market 
capitalization of publicly traded companies in the U.S. with market 
values of greater than $100 million. However, the Disciplined Small 
Cap Fund is not an index fund and is not limited to investing in the 
stocks that comprise the Russell 2500 Stock Index. Over time, the 
Disciplined Small Cap Fund is expected to exhibit performance 
volatility that is similar to that of the Russell 2500 Stock Index. Of 
course, there can be no assurance that the Disciplined Small Cap 
Fund's total return, before or after expenses, will match or exceed 
that of the Russell 2500 Stock Index. 
 
 The Disciplined Small Cap Fund will employ an active investment 
strategy that focuses primarily on individual stock selection. In 
selecting individual holdings for the Disciplined Small Cap Fund's 
portfolio, the investment adviser will apply a number of computerized  
investment models to identify stocks that have a high probability of 
outperforming their respective industry/sector peer groups within the 
Russell 2500. These investment models incorporate a diverse set of 
valuation, earnings and relative price variables to produce a 
comprehensive appraisal profile on every stock in the universe of 
securities described above. Stocks that are determined to be 
attractive based on a combination of quantitative and fundamental 
criteria will be overweighted relative to the benchmark index. In 
general, the discipline  will  favor stocks that demonstrate an 
improving trend of earnings and also appear attractive based on 
measures of fundamental value. While these securities have the 
potential to outperform the securities represented in the Russell 
2500,  they may in fact be more volatile or have a lower return than 
the benchmark index. Although equity securities have historically 
demonstrated long-term growth in  value, their prices fluctuate based 
on changes in a company's financial condition and general economic 
conditions. This is especially true in the case of smaller companies. 
 
 The Disciplined Small Cap Fund may also invest in real estate 
investment trusts ("REITs"). REITs are pooled investment vehicles that 
invest primarily in either real estate or real estate related loans. 
The value of a REIT is affected by changes in the value of the 
properties owned by the REIT or securing mortgage loans held by the 
REIT. REITs are dependent upon cash flow from its investments to repay 
financing costs and the ability of the REIT's manager. REITs are also 
subject to risks generally associated with investments in real estate.
 
 Performance of the Disciplined Small Cap Fund
 
 The following chart shows the average annual total return for 
the longest outstanding class of shares, Class A, of the Disciplined 
Small Cap Fund for the most recent one-year period, five-year period 
and since inception for the period ended December 31, 1996.
 
 Average Annual Returns through December 31, 1996
Assets of all Classes as 
of 
December 31, 1996 (000s)
One Year
Five Years
Since 
Inception

$52,911
20.56%
11.64%
13.20%

 
 The performance data set forth above is not, and should not be 
viewed as, indicative of the future performance of the Disciplined 
Small Cap Fund.  The performance reflects the impact of sales charges 
and other distribution related expenses that will not be incurred by 
the Class Y shares of the Disciplined Small Cap Fund in which the 
Portfolios will invest.


Investment Objectives and Management Policies

	The Portfolios invest their assets in the underlying Smith Barney Funds 
listed below within the ranges indicated.


Investment Range (Percentage of Each Portfolio's Net Assets)

Underlying Smith Barney 
	Fund
High 
Growth 
Portfolio
Growth 
Portfolio
Balanced 
Portfolio
Conservative 
Portfolio
Income 
Portfolio

Smith Barney Aggressive Growth Fund 
Inc.
10-30%
0-15%
--
--
--

Smith Barney Appreciation Fund Inc.
0-20%
0-30%
0-20%
0-15%
0-10%

Smith Barney Equity Funds:
	Smith Barney Growth and Income 
Fund

0-20%

0-20%

5-20%

--

--

Smith Barney Fundamental Value Fund 
Inc.
0-20%
0-30%
0-20%
0-15%
0-10%

Smith Barney Funds, Inc.:
	Equity Income Portfolio
	Short-Term U.S. Treasury 
Securities
	Portfolio

0-20%

--

0-20%

0-15%

5-20%

0-20%

0-20%

0-20%

0-15%

5-30%

Smith Barney Income Funds: 
	Smith Barney High Income Fund
	Smith Barney Utilities Fund
	Smith Barney Premium Total Return Fund
	Smith Barney Convertible Fund
	Smith Barney Diversified Strategic
	Income Fund

0-20%
--
--
--

--

5-20%
0-20%
--
--

--

0-15%
0-20%
5-20%
5-20%

5-25%

0-20%
0-20%
5-25%
5-15%

10-30%

0-25%
0-15%
0-15%
0-15%

10-30%

Smith Barney Investment Funds Inc.:
	Smith Barney Managed Growth Fund
	Smith Barney Special Equities Fund
	Smith Barney Government Securities  Fund
	Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.

0-20%
10-30%
0-15%
0-15%
--

0-30%
0-15%
0-20%
0-15%
0-15%

0-15%
--
0-20%
--
5-20%

--
--
5-20%
--
5-25%

--
--
5-20%
0-15%
5-30%

Smith Barney Money Funds, Inc.:
	Cash Portfolio

0-20%

0-20%

0-25%

0-30%

0-30%

Smith Barney Natural Resources Fund 
Inc.
0-10%
0-10%
0-10%
--
--

Smith Barney World Funds, Inc.:
	International Equity Portfolio
	Emerging Markets Portfolio
	International Balanced Portfolio
	Global Government Bond Portfolio

5-25%
0-20%
0-15%
0-15%

0-20%
--
0-10%
0-15%

0-15%
--
0-10%
0-15%

0-10%
--
0-10%
0-20%

0-10%
--
0-10%
0-20%


FD 01333 10/97






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