Smith Barney
S&P 500 Index Fund 
388 Greenwich Street
New York, New York 10013
1-800-451-2010



Statement of Additional 
Information
December 30, 1997 as amended June 17, 1998

This Statement of Additional Information (SAI) expands upon and supplements 
the information contained in the current Prospectus of Smith Barney S&P 500 
Index Fund (the Fund) dated December 30, 1997, as amended or supplemented 
from time to time, and should be read in conjunction with the Funds 
Prospectus. The Fund is a sub-trust of Smith Barney Investment Trust (the 
Trust). The Funds Prospectus may be obtained from a Smith Barney Financial 
Consultant or by writing or calling the Fund at the address or telephone 
number set forth above.  This SAI, although not in itself a prospectus, is 
incorporated by reference into the Prospectus in its entirety. 
CONTENTS

For ease of reference, the same section headings are used in both the 
Prospectus and this SAI, except where shown below:

Management of the Fund 
 ........................................................
 ...............................
 1
Investment Objective and Management Policies 
 ...................................................
 4
Purchase of Shares 
 ........................................................
 ........................................
10 
Redemption of Shares 
 ........................................................
 ...................................
10
Distributor 
 ........................................................
 .....................................................
11
Valuation of Shares 
 ........................................................
 .......................................
12
Performance Data (See in the Prospectus Performance) 
 ...................................
12
Taxes (See in the Prospectus Dividends, Distributions 
and Taxes) ..................
13
Additional Information 
 .........................................................
 .................................
15

MANAGEMENT OF THE FUND

The executive officers of the Fund are employees of certain of the 
organizations that provide services to the Fund.  These organizations are the 
following:

Name
Service
Smith Barney Inc. (Smith 
Barney)...................................
Distributor
Travelers Investment Management Company 
(TIMCO)
Investment Adviser
Smith Barney Mutual Funds Management Inc.

        (SBMFM) 
 ...........................................
 ....................
Administrator
PNC Bank, National Association (PNC Bank) 
 ..........
Custodian
First Data Investor Services Group, Inc. 
(First Data),
Transfer Agent

These organizations and the functions they perform for the Fund are discussed 
in the Prospectus and in this SAI.





Trustees and Executive Officers of the Fund

The Trustees and executive officers of the Fund, together with information as 
to their principal business occupations during the past five years, are shown 
below. Each Trustee who is an interested person of the Fund, as defined in 
the Investment Company Act of 1940, as amended (the 1940 Act), is indicated 
by an asterisk. 

	Herbert Barg, Trustee (Age 74).  Private Investor.  His address is 273 
Montgomery Avenue, Bala Cynwyd, Pennsylvania 19004.

	*Alfred J. Bianchetti, Trustee (Age 74).  Retired; formerly Senior 
Consultant to Dean Witter Reynolds Inc.  His address is 19 Circle End Drive, 
Ramsey, New Jersey 07466.

	Martin Brody, Trustee (Age 76).  Consultant, HMK Associates; Retired 
Vice Chairman of the Board of Restaurant Associates Corp.  His address is c/o 
HMK Associates, 30 Columbia Turnpike, Florham Park, New Jersey 07932.

	Dwight B. Crane, Trustee (Age 59).  Professor, Harvard Business School.  
His address is c/o Harvard Business School, Soldiers Field Road, Boston, 
Massachusetts 02163.

	Burt N. Dorsett, Trustee (Age 66).  Managing Partner of Dorsett McCabe 
Management. Inc., an investment counseling firm; Director of Research 
Corporation Technologies, Inc., a nonprofit patent clearing and licensing 
firm.  His address is 201 East 62nd Street, New York, New York 10021.

	Elliot S. Jaffe, Trustee (Age 71).  Chairman of the Board and President 
of The Dress Barn, Inc.  His address is 30 Dunnigan Drive, Suffern, New York 
10901.

	Stephen E. Kaufman, Trustee (Age 65).  Attorney.  His address is 277 
Park Avenue, New York, New York 10172.

	Joseph J. McCann, Trustee (Age 67).  Financial Consultant; Retired 
Financial Executive, Ryan Homes, Inc.  His address is 200 Oak Park Place, 
Pittsburgh, Pennsylvania 15243.

	*Heath B. McLendon, Chairman of the Board and Investment Officer (Age 
64).  Managing Director of Smith Barney, Chairman of the Board of Smith 
Barney Strategy Advisers Inc. and President of SBMFM and Travelers Investment 
Adviser, Inc. (TIA); prior to July 1993, Senior Executive Vice President of 
Shearson Lehman Brothers Inc., Vice Chairman of Shearson Asset Management.  
Mr. McLendon is Chairman of the Board of 42 Smith Barney Mutual Funds. His 
address is 388 Greenwich Street, New York, New York 10013.

	Cornelius C. Rose, Jr., Trustee (Age 63).  President, Cornelius C. Rose 
Associates, Inc., financial consultants, and Chairman and Director of 
Performance Learning Systems, an educational consultant.  His address is Fair 
Oaks, Enfield, New Hampshire 03748.

	James J. Crisona, Director Emeritus.  Attorney; formerly Justice of the 
Supreme Court of the State of New York.  His address is 118 East 60th Street, 
New York, New York 10022

	Lewis E. Daidone, Senior Vice President and Treasurer (Age 40).  
Managing Director of Smith Barney, Chief Financial Officer of the Smith 
Barney Mutual Funds; Director and Senior Vice President of SBMFM and TIA. His 
address is 388 Greenwich Street, New York, New York 10013.

	Sandip Bhagat, Vice President and Investment Officer (Age 37). 
President of TIMCO, prior to 1995, Senior Portfolio Manager of TIMCO.  His 
address is One Tower Square, Hartford, Connecticut, 06183-2030.

	John Lau, Assistant Vice President and Investment Officer (Age 32).  
Portfolio Manager of TIMCO; prior to 1995, Lead Engineer of knowledge-based 
engineering projects at United Technologies, Pratt and Whitney Aircraft 
Engine Division.  His address is One Tower Square, Hartford, Connecticut, 
06183-2030.

	Christina T. Sydor, Secretary (Age 46). Managing Director of Smith 
Barney; General Counsel and Secretary of SBMFM and TIA.  Her address is 388 
Greenwich Street, New York, New York 10013.

No officer, director or employee of Smith Barney or any parent or subsidiary 
of Smith Barney receives any compensation from the Fund for serving as an 
officer or Trustee of the Fund. The Trust pays each Trustee who is not an 
officer, director or employee of Smith Barney or any of their affiliates a 
fee of $4,000 per annum plus $500 per meeting attended. All Trustees are 
reimbursed for travel and out-of-pocket expenses incurred to attend such 
meetings.

For the calendar year ended November 30, 1997, the Trustees of the Fund were 
paid the following compensation. 

		Total
		Pension or	Compensation	Number of
		Retirement	from Fund	Funds for
	                Aggregate	Benefits Accrued	and Fund	                 Which  
Director
	Compensation 	as part of 	Complex	Serves Within
Name of Person	from Fund 	  Fund Expenses  	Paid to Directors	 Fund Complex 

Herbert Berg	$0	                    $0		           $105,175	
	     18
Alfred Bianchetti	0		       0			51,000		     
13
Martin Brody	0		       0		             124,286		     
21
Dwight B. Crane	0		       0		             140,375		     
24
Burt N. Dorsett*	0		       0			47,400		     
13
Elliot S. Jaffe	0		       0			51,100		     
13
Stephen E. Kaufman	0		       0			92,336		     
15
Joseph J. McCann	0		       0			52,700		     
13
Heath B. McLendon **	 -		       -			     -		     
42
Cornelius C. Rose, Jr.	0		       0			51,400		     
13
James J. Crisona***	0		       0			20,575		     
12

	

*	Pursuant to the Funds deferred compensation plan, Mr. Dorsett elected to 
defer the compensation due to him from the Fund.  As of January 1, 1997, 
Mr. Dorsett elected not to defer his future compensation.
**    Designates an interested Director.
***  Upon attainment of age 80,  Fund Trustees are required to change to 
emeritus status.  Trustees Emeritus are entitled to                 serve 
in emeritus status for a maximum of 10 years, during which time they are 
paid 50% of the annual retainer fee and meeting fees otherwise applicable 
to Fund Trustees, together with reasonable out-of-pocket expenses for each 
meeting attended.  Mr. Crisona is a Director Emeritus and as such may 
attend meetings but has no voting rights.

					






Investment Adviser-TIMCO

TIMCO serves as investment adviser to the Fund pursuant to a written 
agreement (the Advisory Agreement).  The services provided by the Investment 
Adviser under the Advisory Agreement are described in the Prospectus under 
Management of the Fund. The Investment Adviser will pay the salary of any 
officer and employee who is employed by both it and the Fund. The Investment 
Adviser will bear all expenses in connection with the performance of its 
services. The Investment Adviser is a wholly owned subsidiary of  Travelers 
Group Inc. (Travelers). As compensation for the Investment Advisers 
investment advisory services rendered to the Fund, the Fund will pay a fee 
computed daily and paid monthly at the annual rate of 0.15% of the Funds 
average daily net assets.

Administrator-SBMFM

SBMFM serves as administrator to the Fund pursuant to a written agreement 
(the Administration Agreement). The services provided by the Administrator 
under the Administration Agreement are described in the Prospectus under 
Management of the Fund. The Administrator will pay the salary of any officer 
and employee who is employed by both it and the Fund and bears all expenses 
in connection with the performance of its services.

As compensation for administrative services rendered to the Fund, the 
Administrator will receive a fee computed daily and paid monthly at the 
annual rate of 0.10% of the value of the Funds average daily net assets.

The Fund bears expenses incurred in its operation, including: taxes, 
interest, brokerage fees and commissions, if any; fees of Trustees who are 
not officers, directors, shareholders or employees of the Investment Adviser 
or the Administrator or their affiliates; SEC fees and state Blue Sky 
qualification fees; charges of custodians; transfer and dividend disbursing 
agents fees; certain insurance premiums; outside auditing and legal expenses; 
costs of maintaining corporate existence; investor services (including 
allocated telephone and personnel expenses); costs of preparation and 
printing of prospectuses and statements of additional information for 
regulatory purposes and for distribution to existing shareholders; costs of 
shareholders reports and shareholder meetings; and meetings of the officers 
or Board of Trustees of the Fund. 

Counsel and Auditors

Willkie Farr & Gallagher serves as counsel to the Trust. The Trustees who are 
not interested persons of the Fund have selected Stroock & Stroock & Lavan  
LLP to serve as their legal counsel. 

KPMG Peat Marwick LLP, independent accountants, 345 Park Avenue, New York, 
New York 10154, serve as auditors of the Trust and will render an opinion on 
the Trusts financial statements annually beginning with the fiscal period 
ending  November 30, 1998.

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

The Prospectus discusses the Funds investment objective and the policies it 
employs to achieve its objective. This section contains supplemental 
information concerning the types of securities and other instruments in which 
the Fund may invest, the investment policies and portfolio strategies that 
the Fund may utilize and certain risks attendant to such investments, 
policies and strategies.

Money Market Instruments.  The Fund may invest in corporate and government 
bonds and notes and money market instruments. Money market instruments in 
which the Fund may invest include: obligations issued or guaranteed by the 
United States government, its agencies or instrumentalities (U.S. government 
securities); certificates of deposit, time deposits and bankers acceptances 
issued by domestic banks (including their branches located outside the United 
States and subsidiaries located in Canada), domestic branches of foreign 
banks, savings and loan associations and similar institutions; high grade 
commercial paper; and repurchase agreements with respect to the foregoing 
types of instruments. The following is a more detailed description of such 
money market instruments.

Certificates of deposit (CDs) are short-term, negotiable obligations of 
commercial banks. Time deposits (TDs) are non-negotiable deposits maintained 
in banking institutions for specified periods of time at stated interest 
rates. Bankers acceptances are time drafts drawn on commercial banks by 
borrowers, usually in connection with international transactions.

Domestic commercial banks organized under Federal law are supervised and 
examined by the Comptroller of the Currency and are required to be members of 
the Federal Reserve System and to be insured by the Federal Deposit Insurance 
Corporation (the FDIC). Domestic banks organized under state law are 
supervised and examined by state banking authorities but are members of the 
Federal Reserve System only if they elect to join. Most state banks are 
insured by the FDIC (although such insurance may not be of material benefit 
to the Fund, depending upon the principal amount of CDs of each bank held by 
the Fund) and are subject to Federal examination and to a substantial body of 
Federal law and regulation. As a result of governmental regulations, domestic 
branches of domestic banks are, among other things, generally required to 
maintain specified levels of reserves, and are subject to other supervision 
and regulation designed to promote financial soundness.

Obligations of foreign branches of domestic banks, such as CDs and TDs, may 
be general obligations of the parent bank in addition to the issuing branch, 
or may be limited by the terms of a specific obligation and governmental 
regulation. Such obligations are subject to different risks than are those of 
domestic banks or domestic branches of foreign banks. These risks include 
foreign economic and political developments, foreign governmental 
restrictions that may adversely affect payment of principal and interest on 
the obligations, foreign exchange controls and foreign withholding and other 
taxes on interest income. Foreign branches of domestic banks are not 
necessarily subject to the same or similar regulatory requirements that apply 
to domestic banks, such as mandatory reserve requirements, loan limitations, 
and accounting, auditing and financial recordkeeping requirements. In 
addition, less information may be publicly available about a foreign branch 
of a domestic bank than about a domestic bank. CDs issued by wholly owned 
Canadian subsidiaries of domestic banks are guaranteed as to repayment of 
principal and interest (but not as to sovereign risk) by the domestic parent 
bank.

Obligations of domestic branches of foreign banks may be general obligations 
of the parent bank in addition to the issuing branch, or may be limited by 
the terms of a specific obligation and by Federal and state regulation as 
well as governmental action in the country in which the foreign bank has its 
head office. A domestic branch of a foreign bank with assets in excess of $1 
billion may or may not be subject to reserve requirements imposed by the 
Federal Reserve System or by the state in which the branch is located if the 
branch is licensed in that state. In addition, branches licensed by the 
Comptroller of the Currency and branches licensed by certain states (State 
Branches) may or may not be required: (a) to pledge to the regulator by 
depositing assets with a designated bank within the state, an amount of its 
assets equal to 5% of its total liabilities; and (b) to maintain assets 
within the state in an amount equal to a specified percentage of the 
aggregate amount of liabilities of the foreign bank payable at or through all 
of its agencies or branches within the state. The deposits of State Branches 
may not necessarily be insured by the FDIC. In addition, there may be less 
publicly available information about a domestic branch of a foreign bank than 
about a domestic bank.

In view of the foregoing factors associated with the purchase of CDs and TDs 
issued by foreign branches of domestic banks or by domestic branches of 
foreign banks,  the Investment Adviser will carefully evaluate such 
investments on a case-by-case basis.

Savings and loan associations whose CDs may be purchased by the Fund are 
supervised by the Office of Thrift Supervision and are insured by the Savings 
Association Insurance Fund which is administered by the FDIC and is backed by 
the full faith and credit of the United States government.  As a result,  
such savings and loan associations are subject to regulation and examination.

Lending of Portfolio Securities.  Consistent with applicable regulatory 
requirements,  the Fund may lend securities from its portfolio to brokers, 
dealers and other financial organizations.  The Fund may not lend its 
portfolio securities to the Investment Adviser or the Administrator or their 
affiliates unless they have applied for and received specific authority from 
the SEC. Loans of portfolio securities by the Fund will be collateralized by 
cash, letters of credit or U.S. government securities that are maintained at 
all times in an amount equal to at least 100% of the current market value of 
the loaned securities.

In lending its portfolio securities, the Fund can increase its income by 
continuing to receive interest on the loaned securities as well as by either 
investing the cash collateral in short-term instruments or obtaining yield in 
the form of interest paid by the borrower when U.S. government securities are 
used as collateral. Requirements of the SEC, which may be subject to future 
modifications, currently provide that the following conditions must be met 
whenever the Funds portfolio securities are loaned: (a) the Fund must receive 
at least 100% cash collateral or equivalent securities from the borrower; (b) 
the borrower must increase such collateral whenever the market value of the 
securities rises above the level of such collateral; (c) the Fund must be 
able to terminate the loan at any time; (d) the Fund must receive reasonable 
interest on the loan, as well as an amount equal to any dividends, interest 
or other distributions on the loaned securities, and any increase in market 
value; (e) the Fund may pay only reasonable custodian fees in connection with 
the loan; and (f) voting rights on the loaned securities may pass to the 
borrower; however, if a material event adversely affecting the investment 
occurs, the Trusts Board of Trustees must terminate the loan and regain the 
right to vote the securities. The risks in lending portfolio securities, as 
with other extensions of secured credit, consist of possible delay in 
receiving additional collateral or in the recovery of the securities or 
possible loss of rights in the collateral should the borrower fail 
financially. Loans will be made to firms deemed by the Investment Adviser to 
be of good standing and will not be made unless, in the judgment of the 
Investment Adviser, the consideration to be earned from such loans would 
justify the risk. From time to time, the Fund may return a part of the 
interest earned from the investment of collateral received for securities 
loaned to:  (a) the borrower; and/or (b) a third party, which is unaffiliated 
with the Fund, the Investment Adviser or Administrator and which is acting as 
a finder.

Futures. The Fund may enter into stock index futures contracts and related 
options that are traded thereon. A stock index futures agreement is a 
contract pursuant to which two parties agree to take or make  delivery of an 
amount of cash equal to the difference between the value of the index at the 
close of the last trading day of the contract and the price at which the 
index contract was originally written. No physical delivery of the underlying 
securities in the index is made.

No consideration will be paid or received by the Fund upon entering into a 
futures contract.  Initially, the Fund will be required to deposit with the 
broker an amount of cash or cash equivalents equal to approximately 1% to 10% 
of the contract amount (this amount is subject to change by the board of 
trade on which the contract is traded and members of such board of trade may 
charge a higher amount).  This amount, known as initial margin, is in the 
nature of a performance bond or good faith deposit on the contract and is 
returned to the Fund upon termination of the futures contract, assuming all 
contractual obligations have been satisfied.  Subsequent payments, known as 
variation margin, to and from the broker will be made daily as the price of 
the index underlying the futures contract fluctuates, making the long and 
short positions in the futures contract more or less valuable, a process 
known as marking-to-market. At any time prior to expiration of a futures 
contract, the Fund may elect to close the position by taking an opposite 
position, which will operate to terminate the Funds existing position in the 
contract.

Several risks are associated with the use of futures contracts as a hedging 
device.  Successful use of futures contracts by the Fund will be subject to 
the ability of the Investment Adviser to predict correctly  changes in market 
conditions.  These predictions involve skills and techniques that may be 
different from those involved in the management of the Fund being hedged.  In 
addition, there can be no assurance that there will be a correlation between 
movements in the price of the underlying index  and movements in the price of 
the securities  that are the subject of a hedge.  A decision of whether, when 
and how to hedge involves the exercise of skill and judgment, and even a 
well-conceived hedge may be unsuccessful to some degree because of market 
behavior or unexpected trends in interest rates or currency values. 

Although the Fund intends to enter into futures contracts only if there is an 
active market for such contracts, there is no assurance that an active market 
will exist for the contracts at any particular time.  Most U.S. futures 
exchanges and boards of trade limit the amount of fluctuation permitted in 
futures contract prices during a single trading day.  Once the daily limit 
has been reached in a particular contract, no trades may be made that day at 
a price beyond that limit.  It is possible that futures contract prices could 
move to the daily limit for several consecutive trading days with little or 
no trading, thereby preventing prompt liquidation of futures positions and 
subjecting some futures traders to substantial losses.  In such event, and in 
the event of adverse price movements, the Fund would be required to make 
daily cash payments of variation margin, and an increase in the value of the 
portion of the Fund being hedged, if any, may partially or completely offset 
losses on the futures contract.  As described above, however, there is no 
guarantee that the price of the securities being hedged will, in fact, 
correlate with the price movements in a futures contract and thus provide an 
offset to losses on the futures contract.

If the Fund  hedges against the possibility of a change in market conditions 
adversely affecting the value of securities held in its portfolio and market 
conditions move in a direction opposite to that which has been anticipated, 
the Fund will lose part or all of the benefit of the increased value of 
securities that it has hedged because it will have offsetting losses in its 
futures positions.  In addition, in such situations, if the Fund had 
insufficient cash, it may have to sell securities to meet daily variation 
margin requirements at a time when it may be disadvantageous to do so.  These 
sales of securities may, but will not necessarily, be at increased prices 
that reflect the change in interest rates, market conditions or currency 
values, as the case may be.

Options on Futures Contracts.  An option on a futures contract, as contrasted 
with the direct investment in such a contract, gives the purchaser the right, 
in return for the premium paid, to assume a position in the underlying 
futures contract at a specified exercise price at any time prior to the 
expiration date of the option.  Upon exercise of an option, the delivery of 
the futures position by the writer of the option to the holder of the option 
will be accompanied by delivery of the accumulated balance in the writers 
futures margin account, which represents the amount by which the market price 
of the futures contract exceeds, in the case of a call, or is less than, in 
the case of put, the exercise price of the option on the futures contract.  
The potential for loss related to the purchase of an option on a futures 
contract is limited to the premium paid for the option plus transaction 
costs.  Because the value of the option is fixed at the point of sale, there 
are no daily cash payments to reflect changes in the value of the underlying 
contract; however, the value of the option does change daily and that change 
would be reflected in the net asset value of the Fund.

The Fund may purchase and write put and call options on futures contracts 
that are traded on a U.S. exchange or board of trade as a hedge against 
changes in the value of its portfolio securities, or in anticipation of the 
purchase of securities, and may enter into closing transactions with respect 
to such options to terminate existing positions.  There is no guarantee that 
such closing transactions can be effected.
 
Several risks are associated with options on futures contracts.  The ability 
to establish and close out positions on such options will be subject to the 
existence of a liquid market.  In addition, the purchase of put or call 
options will be based upon predictions by the Investment Adviser as to 
anticipated trends, which predictions could prove to be incorrect.  Even if 
the expectations of the Investment Adviser are correct, there may be an 
imperfect correlation between the change in the value of the options and of 
the portfolio securities being hedged.  

Foreign Securities and American Depository Receipt   The Fund may purchase 
common stocks,  including American Depository Receipts,  of foreign 
corporations represented in the S&P 500 Index (such securities are publicly 
traded on securities exchanges or over-the-counter in the United States). the 
Funds investment in common stock of foreign corporations represented in the 
S&P 500 Index may also be in the form of American Depository Receipts (ADRs).  
ADRs are receipts typically issued by a United States bank or trust company 
evidencing ownership of the underlying securities and are designed for use in 
the U.S securities markets.

Investing in the securities of foreign companies involves special risks and 
considerations not typically associated with investing in U.S. companies.  
These include differences in accounting,  auditing and financial reporting 
standards,  the possibility of expropriation or confiscatory taxation,  
adverse changes in investment or exchange control regulations,  political 
instability which could affect U.S. investments in foreign countries,  and 
potential restrictions on the flow of international capital.  Moreover,  
individual foreign economies may differ favorably or unfavorably from the 
U.S. economy in such respects as growth of gross domestic product,  rate of 
inflation,  capital reinvestment,  resource self-sufficiency and balance of 
payment positions.

Investment Restrictions

The Fund has adopted the following investment restrictions for the protection 
of shareholders. Restrictions 1 through 7 below cannot be changed without 
approval by the holders of a majority of the outstanding shares of the Fund, 
defined as the lesser of (a) 67% or more of the Funds shares present at a 
meeting, if the holders of more than 50% of the outstanding shares are 
present in person or by proxy or (b) more than 50% of the Funds outstanding 
shares. The remaining restrictions may be changed by the Funds Board of 
Trustees at any time. In accordance with these restrictions,  the Fund will 
not: 

1.	Invest in a manner that would cause it to fail to be a diversified 
company under the 1940 Act and the rules, regulations and orders thereunder. 

2.	Issue senior securities as defined in the 1940 Act,  and the rules, 
regulations and orders thereunder,  except as permitted under the 1940 Act 
and the rules, regulations and orders thereunder.

3.   	Invest more than 25% of its total assets in securities, the 
issuers of which conduct their principal business activities in the same 
industry. For purposes of this limitation, securities of the U.S. government 
(including its agencies and instumentalities) and securities of state or 
municipal governments and their political subdivisions are not considered to 
be issued by members of any industry.

      4.    Borrow money, except that (a)  the Fund may borrow from banks for 
temporary or emergency (not leveraging) purposes, including the meeting of 
redemption requests which might otherwise require the untimely disposition of 
securities, and (b)  the Fund may,  to the extent consistent with its 
investment policies,  enter into reverse repurchase agreements,  forward roll 
transactions and similar investment strategies and techniques.  To the extent 
that it engages in transactions described in (a) and (b),  the Fund will be 
limited so that no more than 33 1/3% of the value of its total assets 
(including the amount borrowed),  valued at the lesser of cost or market,  
less liabilities (not including the amount borrowed) valued at the time the 
borrowing is made,  is derived from such transactions.

5.    Make loans.  This restriction does not apply to: (a) the purchase of 
debt obligations in which the Fund may invest consistent with its investment 
objective and policies;  (b) repurchase agreements; and  (c) loans of its 
portfolio securities,  to the fullest extent permitted under the 1940 Act.

6.   Engage in the business of underwriting securities issued by other 
persons, except to the extent that the Fund may technically be deemed to be 
an underwriter under the Securities Act of 1933, as amended,  in disposing of 
portfolio securities.

7.   Purchase or sell real estate, real estate mortgages, commodities or 
commodity contracts, but this restriction shall not prevent the Fund from: 
(a) investing in securities of issuers engaged in the real estate business or 
the business of investing in real estate (including interests in limited 
partnerships owning or otherwise engaging in the real estate business or the 
business of investing in real estate) and securities which are secured by 
real estate or interests therein; (b) holding or selling real estate received 
in connection with securities it holds or held; (c) trading in futures 
contracts and options on futures contracts (including options on currencies 
to the extent consistent with the Funds investment objective and policies); 
or (d) investing in real estate investment trust securities.

8.   Purchase any securities on margin (except for such short-term credits 
as are necessary for the clearance of purchases and sales of portfolio 
securities) or sell any securities short (except against the box). For 
purposes of this restriction, the deposit or payment by the Fund of 
underlying securities and other assets in escrow and collateral agreements 
with respect to initial or maintenance margin in connection with futures 
contracts and related options and options on securities, indexes or similar 
items  is not considered to be the purchase of a security on margin.

 9.   	Invest in oil, gas or other mineral exploration or development 
programs. 

    10.   Purchase or otherwise acquire any security if, as a result, more 
than 15% of its net assets would be invested in securities that are illiquid.

11.   Invest for the purpose of exercising control of management.

If any percentage restriction described above is complied with at the time of 
an investment, a later increase or decrease in percentage resulting from a 
change in values or assets will not constitute a violation of such 
restriction.

Certain Investment Activities

While the Fund is authorized to borrow money from banks for purposes of 
investment (leveraging), it has no current intention of engaging in these 
investment activities and will do so only when the Trusts Board of Trustees 
determines that such activity is in the best interests of shareholders.

Portfolio Turnover

Generally, an index fund sells securities only to respond to redemption 
requests or to adjust the number of shares held to reflect a change in the 
Funds target index.  Because of this,  the turnover rate for the Fund will be 
relatively low.


Portfolio Transactions

Decisions to buy and sell securities for the Fund are made by the Investment 
Adviser, subject to the overall supervision and review of the Trusts Board of 
Trustees. Portfolio securities transactions for the Fund are effected by or 
under the supervision of the Investment Adviser. 

Transactions on stock exchanges involve the payment of negotiated brokerage 
commissions. There is generally no stated commission in the case of 
securities traded in the over-the-counter market, but the price of those 
securities includes an undisclosed commission or mark-up. Over-the-counter 
purchases and sales are transacted directly with principal market makers 
except in those cases in which better prices and executions may be obtained 
elsewhere. The cost of securities purchased from underwriters includes an 
underwriting commission or concession, and the prices at which securities are 
purchased from and sold to dealers include a dealers mark-up or mark-down.

In executing portfolio transactions and selecting brokers or dealers, it is 
the Funds policy to seek the best overall terms available. The Investment 
Adviser, in seeking the most favorable price and execution, considers all 
factors it deems relevant, including, for example, the price, the size of the 
transaction, the reputation, experience and financial stability of the 
broker-dealer involved and the quality of service rendered by the broker-
dealer in other transactions. The Investment Adviser receives research, 
statistical and quotation services from several broker-dealers with which it 
places the Funds portfolio transactions. It is possible that certain of the 
services received primarily will benefit one or more other accounts for which 
the Investment Adviser exercises investment discretion. Conversely, the Fund 
may be the primary beneficiary of services received as a result of portfolio 
transactions effected for other accounts. The Investment Advisers fee under 
the Advisory Agreement is not reduced by reason of its receiving such 
brokerage and research services. The Trusts Board of Trustees, in its 
discretion, may authorize the Investment Adviser to cause the Fund to pay a 
broker that provides brokerage and research services to the Investment 
Adviser a commission in excess of that which another qualified broker would 
have charged for effecting the same transaction. Smith Barney will not 
participate in commissions from brokerage given by the Fund to other brokers 
or dealers and will not receive any reciprocal brokerage business resulting 
therefrom.

In accordance with Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, 
the Funds Board of Trustees has determined that any portfolio transaction for 
the Fund may be executed through Smith Barney or an affiliate of Smith Barney 
if, in the Investment Advisers judgment, the use of Smith Barney or an 
affiliate is likely to result in price and execution at least as favorable as 
those of other qualified brokers and if, in the transaction, Smith Barney or 
the affiliate charges the Fund a commission rate consistent with those 
charged by Smith Barney or an affiliate to comparable unaffiliated customers 
in similar transactions. In addition, under SEC rules Smith Barney may 
directly execute such transactions for the Fund on the floor of any national 
securities exchange, provided: (a) the Board of Trustees has expressly 
authorized Smith Barney to effect such transactions; and (b) Smith Barney 
annually advises the Fund of the aggregate compensation it earned on such 
transactions.

Even though investment decisions for the Fund are made independently from 
those of the other accounts managed by the Investment Adviser, investments of 
the kind made by the Fund also may be made by those other accounts. When the 
Fund and one or more accounts managed by the Investment Adviser are prepared 
to invest in, or desire to dispose of, the same security, available 
investments or opportunities for sales will be allocated in a manner believed 
by the Investment Adviser to be equitable. In some cases, this procedure may 
adversely affect the price paid or received by the Fund or the size of the 
position obtained for or disposed of by the Fund.


PURCHASE OF SHARES

Determination of Public Offering Price

The Fund offers its shares to the public on a continuous basis. The public 
offering price for shares of the Fund is equal to the net asset value per 
share at the time of purchase. The method of computation of the public 
offering price is shown in the Funds financial statements incorporated by 
reference in their entirety into this SAI.

REDEMPTION OF SHARES

The right of redemption may be suspended or the date of payment postponed (a) 
for any period during which the NYSE is closed (other than for customary 
weekend or holiday closings), (b) when trading in markets the Fund normally 
utilizes is restricted, or an emergency, as determined by the SEC, exists so 
that disposal of the Funds investments or determination of net asset value is 
not reasonably practicable or (c) for such other periods as the SEC by order 
may permit for the protection of the Funds shareholders.

Distributions in Kind

If the Board of Trustees of the Trust determines that it would be detrimental 
to the best interests of the Funds remaining shareholders to make a 
redemption payment wholly in cash, the Trust may pay in respect of the Fund, 
in accordance with SEC rules, any portion of a redemption in excess of the 
lesser of $250,000 or 1% of the Funds net assets by distribution in kind of 
portfolio securities in lieu of cash. Securities issued as a distribution in 
kind may incur brokerage commissions when shareholders subsequently sell 
those securities.

Automatic Cash Withdrawal Plan

An automatic cash withdrawal plan (the Withdrawal Plan) is available to 
shareholders who own shares with a value of at least $10,000 ($5,000 for 
retirement plan accounts) and who wish to receive specific amounts of cash 
monthly or quarterly. Withdrawals of at least $50 may be made under the 
Withdrawal Plan by redeeming as many shares of the Fund as may be necessary 
to cover the stipulated withdrawal payment. To the extent withdrawals exceed 
dividends, distributions and appreciation of a shareholders investment in the 
Fund, there will be a reduction in the value of the shareholders investment 
and continued withdrawal payments will reduce the shareholders investment and 
ultimately may exhaust it. Withdrawal payments should not be considered as 
income from investment in the Fund. Furthermore, as it generally would not be 
advantageous to a shareholder to make additional investments in the Fund at 
the same time he or she is participating in the Withdrawal Plan, purchases by 
such shareholders in amounts of less than $5,000 ordinarily will not be 
permitted.

Shareholders who wish to participate in the Withdrawal Plan and who hold 
their shares in certificate form must deposit their share certificates with 
First Data as agent for Withdrawal Plan members. All dividends and 
distributions on shares in the Withdrawal Plan are reinvested automatically 
at net asset value in additional shares of the Fund. Withdrawal Plans should 
be set up with a Smith Barney Financial Consultant. Applications for 
participation in the Withdrawal Plan must be received by First Data no later 
than the eighth day of the month to be eligible for participation beginning 
with that months withdrawal. For additional information, shareholders should 
contact a financial consultant.


DISTRIBUTOR

Smith Barney serves as a distributor for the Fund on a best efforts basis 
pursuant to a written agreement.

When payment is made by the investor, unless otherwise noted by the investor, 
the funds will be held as a free credit balance in the investors brokerage 
account and Smith Barney may benefit from the temporary use of the funds. The 
investor may designate another use for the funds prior to settlement date, 
such as an investment in a money market fund (other than Smith Barney 
Exchange Reserve Fund) of the Smith Barney Mutual Funds. If the investor 
instructs Smith Barney to invest the funds in a Smith Barney money market 
fund, the amount of the investment will be included as part of the average 
daily net assets of both the Fund and the Smith Barney money market fund, and 
affiliates of Smith Barney that serve the funds in an investment advisory or 
administrative capacity will benefit from the fact they are receiving fees 
from both such investment companies for managing these assets computed on the 
basis of their average daily net assets. The Trusts Board of Trustees has 
been advised of the benefits to Smith Barney resulting from these settlement 
procedures and will take such benefits into consideration when reviewing the 
distribution agreements for continuance.


Shareholding Servicing Arrangements

To compensate Smith Barneys Financial Consultants  for the services they 
provide to Fund shareholders, the Fund has adopted a services plan (the Plan) 
pursuant to Rule 12b-1 under the 1940 Act.  Under the Plan, the Fund pays a 
service fee, for Class A shares accrued daily and paid monthly, calculated at 
the annual rate of 0.20% of the value of the Funds average daily net assets 
attributable to Class A shares.  Class D shares are not subject to a service 
fee.

Under its terms, the Plan continues from year to year, provided such 
continuance is approved annually by vote of the Trusts Board of Trustees, 
including a majority of the Trustees who are not interested persons of the 
Fund and who have no direct or indirect financial interest in the operation 
of the Plan or in the distribution agreement (the Independent Trustees). The 
Plan may not be amended to increase the amount of the service fees without 
shareholder approval, and all amendments of the Plan also must be approved by 
the Trustees and Independent Trustees in the manner described above. The Plan 
may be terminated at any time, without penalty, by vote of a majority of the 
Independent Trustees or by vote of a majority (as defined in the 1940 Act) of 
the outstanding voting securities.  Pursuant to the Plan,  the Funds 
distributor will provide the Board of Trustees with periodic reports of 
amounts expended under the Plan and the purpose for which such expenditures 
were made.

VALUATION OF SHARES

The net asset value per share is calculated on each day, Monday through 
Friday, except days on which the NYSE is closed. The NYSE currently is 
scheduled to be closed on New Years Day, Martin Luther King, Jr. Day, 
Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, 
Thanksgiving and Christmas, and on the preceding Friday or subsequent Monday 
when one of these holidays falls on a Saturday or Sunday, respectively. The 
following is a description of the procedures used by the Fund in valuing its 
assets. 

Securities that are traded on a national securities exchange will be valued 
at the last sale price as of the close of business on the day the securities 
are being valued,  or, lacking any sales,  at the closing bid price.  Over-
the-counter securities will be valued on the basis of the bid price at the 
close of business on each day, or, if market quotations for those securities 
are not readily available, at fair value, as determined in good faith by the 
Trusts Board of Trustees. Short-term obligations with maturities of 60 days 
or less are valued at amortized cost, which constitutes fair value as 
determined by the Trusts Board of Trustees. Amortized cost involves valuing 
an instrument at its original cost to the Fund and thereafter assuming a 
constant amortization to maturity of any discount or premium, regardless of 
the effect of fluctuating interest rates on the market value of the 
instrument.  Securities and other assets for which market quotations are not 
readily available are valued at fair market value, as determined in good 
faith by or under the direction of  the Trustee of the Trust.

PERFORMANCE DATA

From time to time, the Fund may quote its total return in advertisements or 
in reports and other communications to shareholders. The Fund may include 
comparative performance information in advertising or marketing the Funds 
shares. Such performance information may include the following industry and 
financial publications: Barrons, Business Week, CDA Investment Technologies, 
Inc., Changing Times, Forbes, Fortune, Institutional Investor, Investors 
Daily, Money, Morningstar Mutual Fund Values, The New York Times, USA Today 
and The Wall Street Journal. 


Average Annual Total Return

Average annual total return figures are computed according to a formula 
prescribed by the SEC. The formula can be expressed as follows: 
P (1 + T)n = 
ERV

Where:
P
=
a hypothetical initial payment of $1,000.

T
=
average annual total return.

n
=
number of years.

ERV
=
Ending Redeemable Value of a hypothetical $1,000 
investment made at the beginning of a 1-, 5- or 
10-year period at the end of the 1-, 5- or 10-
year period (or fractional portion thereof), 
assuming reinvestment of all dividends and 
distributions.

Aggregate Total Return

Aggregate total return figures represent the cumulative change in the value 
of an investment in the Fund for the specified period and are computed by the 
following formula:

ERV-P
    P

Where:
P
=
a hypothetical initial payment of $10,000.

ERV
=
Ending Redeemable Value of a hypothetical $10,000 
investment made at the beginning of a 1-, 5- or 
10-year period at the end of the 1-, 5- or 10-
year period (or fractional portion thereof), 
assuming reinvestment of all dividends and 
distributions.


Performance will vary from time to time depending on market conditions, the 
composition of the Funds portfolio and operating expenses.  Consequently, any 
given performance quotation should not be considered representative of the 
Funds performance for any specified period in the future. Because performance 
will vary, it may not provide a basis for comparing an investment in the Fund 
with certain bank deposits or other investments that pay a fixed yield for a 
stated period of time.

TAXES

The following is a summary of certain Federal income tax considerations that 
may affect the Fund and its shareholders. The summary is not intended as a 
substitute for individual tax advice and investors are urged to consult their 
own tax advisors as to the tax consequences of an investment in the Fund. 

The Trust intends to qualify each year as a regulated investment company 
under the Code. If the Fund (a) qualifies as a regulated investment company 
and (b) distributes to its shareholders at least 90% of its net investment 
income (including, for this purpose, its net realized short-term capital 
gains), the Fund will not be liable for Federal income taxes to the extent 
that its net investment income and its net realized long- and short-term 
capital gains, if any, are distributed to its shareholders. 

As described above,  the Fund may invest in futures contracts and options on 
futures contracts that are traded on a U.S exchange or board of trade.  As a 
general rule,  these investment activities will increase or decrease the 
amount of long-term and short-term capital gains or losses realized by the 
Fund and,  thus,  will affect the amount of capital gains distributed to the 
Funds shareholder.

For federal income tax purposes,  gain or loss on the futures and options 
described above (collectively referred to as Section 1256 Contracts) would,  
as a general rule,  be taxed pursuant to a special mark-to-market system.  
Under the mark-to-market system,  the Fund may be treated as realizing a 
greater or lesser amount of gains or losses than actually realized.  As a 
general rule,  gain or loss on Section 1256 Contracts is treated as 60% long-
term capital gain or loss and 40% short-term capital gain or loss,  and as a 
result,  the mark-to market will generally affect the amount of capital gains 
or losses taxable to the Fund and the amount of distributions taxable to a 
shareholder.  Moreover,  if the Fund invests in both Section 1256 and 
offsetting positions in those contracts,  then the Fund may not be able to 
receive the benefit of certain realized losses for an indeterminate period of 
time.  The Fund expects that its activities with respect to Section 1256 
Contracts and offsetting position in those Contracts (1) will not cause it or 
its shareholders to be treated as receiving a materially greater amount of 
capital gains or distributions than actually realized or received and (2) 
will permit it to use substantially all of its losses for the fiscal years in 
which the losses actually occur.

Gains or losses on the sales of stock or securities by the Fund generally 
will be long-term capital gains or losses if the Fund has held the stock or 
securities for more than one year. Gains or losses on sales of stock or 
securities held for not more than one year generally will be short-term 
capital gains or losses. 

Foreign countries may impose withholding and other taxes on dividends and 
interest paid to the Fund with respect to investments in foreign securities. 
However, certain foreign countries have entered into tax conventions with the 
United States to reduce or eliminate such taxes.  Distributions of long-term 
capital gains will be taxable to shareholders as such, whether paid in cash 
or reinvested in additional shares and regardless of the length of time that 
the shareholder has held his or her interest in the Fund. If a shareholder 
receives a distribution taxable as long-term capital gain with respect to his 
or her investment in the Fund and redeems or exchanges the shares before he 
or she has held them for more than six months, any loss on the redemption or 
exchange that is less than or equal to the amount of the distribution will be 
treated as a long-term capital loss.

Any net long-term capital gains realized by the Fund will be distributed 
annually as described in the Prospectus. Such distributions (capital gain 
dividends) will be taxable to shareholders as long-term capital gains, 
regardless of how long a shareholder has held Fund shares, and will be 
designated as capital gain dividends in a written notice mailed by the Fund 
to shareholders after the close of the Funds prior taxable year. If a 
shareholder receives a capital gain dividend with respect to any share and if 
the share has been held by the shareholder for six months or less, then any 
loss on the sale or exchange of such share will be treated as a long-term 
capital loss to the extent of the capital gain dividend. 

Investors considering buying shares of the Fund on or just prior to a record 
date for a taxable dividend or capital gain distribution should be aware 
that, regardless of whether the price of the Fund shares to be purchased 
reflects the amount of the forthcoming dividend or distribution payment, any 
such payment will be a taxable dividend or distribution payment.

If a shareholder fails to furnish a correct taxpayer identification number, 
fails fully to report dividend and interest income, or fails to certify that 
he or she has provided a correct taxpayer identification number and that he 
or she is not subject to backup withholding, then the shareholder may be 
subject to a 31% backup withholding tax with respect to (a) any taxable 
dividends and distributions and (b) the proceeds of any redemptions of Fund 
shares. An individuals taxpayer identification number is his or her social 
security number. The backup withholding tax is not an additional tax and may 
be credited against a shareholders regular Federal income tax liability. 

The foregoing is only a summary of certain tax considerations generally 
affecting the Fund and its shareholders and is not intended as a substitute 
for careful tax planning. Shareholders are urged to consult their tax 
advisors with specific reference to their own tax situations, including their 
state and local tax liabilities.

ADDITIONAL INFORMATION

PNC Bank, located at 17th and Chestnut Streets, Philadelphia, Pennsylvania 
19103, serves as the custodian of the Fund.  Under its agreement with the 
Trust on behalf of the Fund, PNC Bank holds the Funds portfolio securities 
and keeps all necessary accounts and records.  For its services, PNC Bank 
receives a monthly fee based upon the month-end market value of securities 
held in custody and also receives securities transaction charges.  The assets 
of the Fund are held under bank custodianship in compliance with the 1940 
Act.

First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as 
the Trusts transfer agent. Under the transfer agency agreement, First Data 
maintains the shareholder account records for the Trust, handles certain 
communications between shareholders and the Trust and distributes dividends 
and distributions payable by the Trust. For these services, First Data 
receives a monthly fee computed on the basis of the number of shareholder 
accounts it maintains for the Trust during the month and is reimbursed for 
out-of-pocket expenses


					


					Smith Barney

					S&P 500 Index Fund
						


Statement of

Additional 
Information















December 30, 1997




Smith Barney
S&P 500 Index Fund 
388 Greenwich Street
New York, New York 10013
								SMITH BARNEY
								A Member of Travelers Group 




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