SMITH BARNEY CONCERT ALLOCATION SERIES INC.
High Growth Portfolio
Select High Growth Portfolio
Growth Portfolio
Select Growth Portfolio
Global Portfolio

Supplement dated
December 1, 1998 to
Prospectuses dated May 29, 1998 and April 30, 1998


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

Addition of Underlying Smith Barney Fund

	Effective September 17, 1998, the Smith Barney Mid Cap Blend 
Fund was added as an underlying mutual fund to the Smith Barney 
Concert Allocation Series Inc. ("Concert Allocation Series").  The 
Portfolios listed above will invest their assets in this new 
underlying fund within the ranges indicated below.

 
FUND

PORTFOLIOS

RANGES

Smith Barney Mid Cap Blend Fund

High Growth
Select High Growth
Growth
Select Growth
Global

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

 
 
 Description of the Smith Barney Mid Cap Blend Fund 
 
      The Smith Barney Mid Cap Blend Fund ("Mid Cap Blend Fund") seeks 
long-term growth of capital by investing, under normal market conditions, 
substantially all of its assets in equity securities and at least 65% of 
its total assets in equity securities of medium-sized companies with 
market capitalizations between $1 billion and $5 billion at the time of 
investment.  In selecting equity investments, Mutual Management Corp. 
("MMC") seeks to identify companies that exhibit growth and/or value 
attributes.  When selecting stocks with growth potential, MMC will 
evaluate the specific financial characteristics of the issuer such as 
historical and forecasted earnings growth, sales growth, profitability and 
return on equity.  When selecting stocks with value characteristics, MMC 
will typically be looking at companies that are perhaps growing more 
slowly but whose valuation may be below average relative to earnings 
and/or assets.  In addition, MMC will utilize an active quantitative 
investment strategy for a portion of the Mid Cap Blend Fund.  This portion 
will provide added diversification and, in addition, will select 
securities using a proprietary technique believed to have a high 
probability of outperforming their respective industry or sector.
 
 Consistent with its investment objective and policies, the Mid Cap 
Blend Fund may invest up to 25% of its total assets in foreign securities, 
including both direct investments and investments made through depository 
receipts.  The Mid Cap Blend Fund may also invest in real estate 
investment trusts; purchase or sell securities on a when-issued or delayed 
delivery basis; enter into forward commitments to purchase securities; 
lend portfolio securities; purchase and sell put and call options; and 
enter into interest rate futures contracts, stock index futures contracts 
and related options.
 
 Investing in medium-capitalization stocks may involve greater risk than 
investing in large capitalization stocks since they can be subject to more 
abrupt or erratic movements.  However, they tend to involve less risk than 
stocks of small capitalization companies. 	
 
 	
 Performance of the Mid Cap Blend Fund
 
 Performance of the Mid Cap Blend Fund is presently not available since 
the Mid Cap Blend Fund commenced operations on June 30, 1998.
 
 FD 01576
 
 

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