Filed with the Securities and Exchange Commission on  October 2, 1997    

Securities Act File No.  33-64457
Investment Company Act File No.  811-7435
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933					[X]
   
Pre-Effective Amendment No.					[   ]
Post-Effective Amendment No. 12					[X]
    
and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940			[X]
   
Amendment No. 13						[X]
    

Smith Barney Concert  Allocation Series Inc.
(Formerly, Smith Barney Concert Series Inc.)
(Exact Name of Registrant as Specified in Charter)

388 Greenwich Street, New York, NY 10013
 (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: 212-816-6474

Christina T. Sydor, Esq.
Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
 (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:   
As soon as possible after this Post-Effective Amendment 
becomes effective   

It is proposed that this filing will become effective:   
      
		immediately upon filing pursuant to Rule 485(b)   
		on _____________ pursuant to Rule 485(b)(i)(v)   
	X	60 days after filing pursuant to Rule 485(a)  
		75 days after filing pursuant to Rule 485(a)(2) 
		on _________________ pursuant to Rule 485(a)       





SMITH BARNEY CONCERT SERIES INC.

FORM N-1A
CROSS REFERENCE SHEET


Part A
Item No.

Heading in the Prospectus


1. Cover Page

Cover Page


2.  Synopsis
Prospectus Summary


3.  Condensed Financial Information
Not Applicable


4. General Description of 
Registrant
Cover Page; Prospectus Summary; 
Investment Objectives and 
Management Policies; Why Invest in 
the Concert Series; Description of 
Underlying Smith Barney Funds; 
Additional Information; Appendix


5.  Management of the Fund
Prospectus Summary; Management of 
the Concert Series; Additional 
Information


6.  Capital Stock and Other 
Securities
Prospectus Summary; Dividends, 
Distributions and Taxes; Purchase 
of Shares; Additional Information


7.  Purchase of Securities Being 
Offered
Purchase of Shares; Valuation of 
Shares


8.  Redemption or Repurchase


Redemption of Shares

9.  Legal Proceedings
Not Applicable





Part B
Item No.

Heading in Statement of Additional 
Information



10.  Cover Page

Cover Page


11.  Table of Contents
Table of Contents


12.  General Information and History
Not Applicable


13. Investment Objectives and 
Policies
Investment Objectives and Management 
Policies


14.  Management of the Fund
Management of the Concert Series


15. Control Persons and Principal 
Holders of
Securities
Management of the Concert Series



16.  Investment Advisory and Other 
Services
Management of the Concert Series; 
Additional Information


17.  Brokerage Allocation and Other 
Practices


Not Applicable

18.  Capital Stock and Other 
Securities
Additional Information


19.  Purchase, Redemption and Pricing 
of 
Securities Being Offered
Purchase of Shares; Redemption of 
Shares; Valuation of Shares


20.  Tax Status
Taxes (See in the Prospectus 
"Dividends, Distributions and Taxes")


21.  Underwriters
Not Applicable



22. Calculation of Performance Data
Performance


23.  Financial Statements
Financial Statements





PART A

The Prospectus for Class A, Class B, Class C and Class Y shares of the High 
Growth,  Growth, Balanced, Conservative and Income Portfolios of Smith Barney 
Concert Series Inc. (the "Fund") is incorporated by reference to Part A of 
Post-Effective Amendment No. 9 to the Fund's Registration Statement filed on 
May 29, 1997 and became effective on 
May 30, 1997(Accession No. 91155-97-260).

The Prospectus for the Select High Growth, Select Growth, Select Balanced, 
Select Conservative and Select Income Portfolios of the Fund is incorporated 
by reference to Part A of Post-Effective Amendment No. 9 to the Fund's 
Registration Statement filed on May 29, 1997 and became effective
on May 30, 1997. (Accession No. 91155-97-000260).

The Prospectus for Class Z shares of the Growth, High Growth, Balanced, 
Conservative and Income Portfolios of the Fund is incorporated by reference to 
Part A of Post-Effective Amendment No. 9 to the Fund's Registration Statement 
filed on May 29, 1997 (Accession No. 91155-97-260) and became effective
on May 30, 1997.
   
The Supplement to Prospectus dated May 30, 1997 (for Class A, Class B, Class 
C and Class Y shares of the High Growth, Growth, Balanced, Conservative and 
Income Portfolio of the Fund) for the purpose of creating a new portfolio, the 
Global Portfolio is filed herwith. 

SMITH BARNEY CONCERT ALLOCATION SERIES INC.

Supplement dated  __, 1997
to Prospectus dated May 30 , 1997



	Smith Barney Concert Allocation Series Inc. (the "Concert Series" 
or "Series") is offering a newly-created professionally managed 
investment portfolio - the Global Portfolio.  The investment objective 
of the Global Portfolio is to seek capital appreciation.  Under normal 
market conditions, the Fund will invest, with respect to at least 65% of 
its assets, in not less than three different countries.  Like the other 
Concert Series portfolios, the Global Portfolio 
seeks to achieve its investment objective by investing in a diverse mix 
of "Underlying Smith Barney Funds," which consist of open-end management 
investment companies or series thereof for which Smith Barney Inc. 
("Smith Barney") now or in the future acts as principal underwriter or 
for which Smith Barney, Smith Barney Mutual Funds Management Inc. 
("SBMFM") or Smith Barney Strategy Advisers Inc. ("SBSA") now or in the 
future acts as investment adviser.  Unlike the other Concert Series 
portfolios, the Global Portfolio does not serve as a complete investment 
program, but can serve as part of a larger portfolio.

	The following supplements and, to the extent inconsistent with, 
supersedes the disclosure in the Concert Series' prospectus dated May 
30, 1997 (the "Prospectus"):

Purchase of Shares in the Global Portfolio.

	The Global Portfolio offers the general public three classes of 
shares ("Classes"):  Class A shares, Class B shares and Class C shares.  
A fourth Class of shares, Class Y shares, is offered only to investors 
meeting an initial investment minimum of $5,000,000.  

	Class A shares are sold at net asset value plus an initial sales 
charge of up to [5.00%].  The initial sales charge may be reduced or 
waived for certain purchases.  (Global Portfolio Class A shares will 
have the same initial sales charge reductions and waivers as the High 
Growth Portfolio, the Growth Portfolio and the Balanced Portfolio.)  
Purchases of Class A shares which, when combined with current holdings 
of Class A shares offered with a sales charge equal or exceed $500,000 
in the aggregate, will be made at net asset value with no initial sales 
charge, but will be subject to a contingent deferred sales charge 
("CDSC") of 1.00% on redemptions made within 12 months of purchase.  
Class A shares of the Global Portfolio are subject to an annual service 
fee of [0.25%] of the average daily net assets of the Class.

	Class B shares of the Global Portfolio are offered at net asset 
value subject to a maximum CDSC of [5.00%] of redemption proceeds, 
declining by [1.00%] each year after the date of purchase to zero.  The 
CDSC may be waived for certain redemptions.  Class B shares of the 
Global Portfolio 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.  Class B shares will convert automatically to Class A shares, 
based on relative net asset value, eight years after the date of the 
original purchase.  Upon conversion, these shares will no longer be 
subject to an annual distribution fee.  In addition, a certain portion 
of Class B shares that have been acquired through the investment of 
dividends and distributions ("Class B Dividend Shares") will be 
converted at that time.

	Class C shares of the Global Portfolio are sold at net asset value 
with no initial sales charge; however, investors pay a CDSC of 1.00% if 
they redeem Class C shares within 12 months of purchase.  The CDSC may 
be waived for certain redemptions.  Class C shares 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.  Purchases of Global 
Portfolio shares, which when 
combined with current holdings of Class C shares of the Portfolio equal 
or exceed $500,000 in the aggregate, should be made in Class A shares at 
net asset value with no sales charge, and will be subject to a CDSC of 
1.00% on redemptions made within 12 months of purchase.

	Class Y shares are available only to investors meeting an initial 
investment minimum of $5,000,000.  Class Y shares are sold at net asset 
value with no initial sales charge or CDSC.  They are not subject to any 
service or distribution fees.

	Shares of the Global Portfolio may be purchased in the same 
manner, and are subject to the same investment minimums, as shares of 
the other portfolios of the Concert Series.  See "Purchase of Shares" in 
the Prospectus.

Smith Barney 401(k) Program.

	Class A and Class C shares of the Global Portfolio are available 
to investors participating in the Smith Barney 401(k) Program.  See 
"Purchase of Shares - Smith Barney 401(k) Program" in the Prospectus.

Redemption and/or Exchange of Shares of the Global Portfolio

	Shares of the Global Portfolio may be redeemed or exchanged in the 
same manner, and subject to the same conditions, as shares of the other 
portfolios of the Concert Series.  See "Redemption of Shares" and 
"Exchange Privilege" in the Prospectus.




Management of the Global Portfolio

	SBMFM serves as the Global Portfolio's investment manager.  See 
"Management of the Concert Series" in the Prospectus.

Dividends and Distributions 

	The Concert Series intends to pay dividends from net investment 
income annually on shares of the Global Portfolio.  Distributions of net 
realized capital gains, if any, are paid annually for the Global 
Portfolio.  See "Dividends, Distributions and Taxes" in the Prospectus.



The Global Portfolio's Expenses.  The following expense table lists the 
costs and expenses an investor will incur as a shareholder of the Global 
Portfolio, based on the maximum sales charge or maximum CDSC that may be 
incurred at the time of purchase or redemption and estimates of the 
Global Portfolio's operating expenses for its first full year of 
operation.



Class A
Class B
Class C
Class Y


Shareholder Transaction Expenses

     Maximum sales charge imposed     [5.00%]	      None		None		   None
on purchase(as a percentage of offering 
price)
     Maximum CDSC		      None* 	      [5.00%]		1.00%		 None
(as a percentage of original 
cost or redemption
proceeds, whichever is lower)

Annual Portfolio Operating Expenses
(as a percentage of average 
net assets)



Management Fee
0.35%
0.35%
0.35%
0.35%

12b-1 fee**
[0.25%]
[1.00%]
[1.00%]
------

Other Expenses***
None
None
None
None


TOTAL PORTFOLIO OPERATING EXPENSES
[0.60%]
[1.35%]
[1.35%]
[0.35%]


*  Purchases of Class A shares, which when combined with current 
holdings of Class A shares offered with a sales charge equal or exceed 
$500,000 in the aggregate, 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.
** Upon conversion of Class B shares to Class A shares, such shares will 
no longer be subject to a distribution fee.  Class C shares do not have 
a conversion feature and therefore are subject to an ongoing 
distribution 
fee.  As a result, long-term shareholders of Class C shares may pay more 
than the economic equivalent of the maximum front-end sales charge 
permitted by the National Association of Securities Dealers, Inc.
***Under the Asset Allocation and Administration Agreement with the 
Global Portfolio, SBMFM bears all expenses of each Class of the 
Portfolio other than the management fee, the 12b-1 fee and extraordinary 
expenses.


Example

	The following example is intended to assist an investor in 
understanding the various costs that an investor in the Global Portfolio 
will bear directly or indirectly.  The example assumes payment by the 
Global Portfolio of operating expenses at the levels set forth in the 
table above and of its pro rata share of the Class Y expenses of the 
Underlying Smith Barney Funds (as set forth in the Prospectus) in which 
the Global Portfolio is expected to invest at the commencement of 
investment operations.  This example should not be considered a 
representation of future expenses.  Actual expenses may be greater or 
lesser than those shown above.


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.					
	 
Global Portfolio		1 Year			3 Years
Class A				$			$	
Class B
Class C
Class Y



An investor would pay the following expenses on 
the same investment, assuming the same annual return 
but without a redemption at the end of each time 
period.					

Global Portfolio		1 Year			3 Years
Class A				$			$	
Class B
Class C
Class Y



	Based on a weighted average of the Class Y expense ratios of the 
Underlying Smith Barney Funds in which the Global Portfolio is expected 
to invest at the commencement of investment operations, the approximate 
expense ratios are expected to be as follows:  Class A ___%, Class B 
___%, Class C __% and Class Y ___%.  The expense ratios may be higher or 
lower depending on the allocation of the Underlying Smith Barney Funds 
within the Global Portfolio.

Investment Objective and Management Policies

	The Global Portfolio's investment objective is to seek capital 
appreciation.  Under normal market conditions, the Fund will invest, 
with respect to at least 65% of its assets, in not less than three 
different countries.  Issues of any one country (other than the United 
States) will represent no more than 45% of the Global Portfolio's total 
investments.

	In investing in Underlying Smith Barney Funds, the Global 
Portfolio attempts to optimize performance consistent with its 
investment objective.  The table below illustrates the initial 
equity/fixed income fund allocation targets and ranges for the Global 
Portfolio:


Equity/Fixed Income Fund Range
(Percent of Portfolio's Net Assets)


Target
Range

Equity
100%
80% - 100%

Fixed Income
0%
0% - 20%



	The Global Portfolio invests its assets in the Underlying Smith 
Barney Funds listed below within the ranges indicated.

UNDERLYING SMITH BARNEY FUND				GLOBAL PORTFOLIO

Smith Barney Aggressive Growth Fund Inc.
0-20%

Smith Barney Appreciation Fund Inc.
0-10%

Smith Barney Equity Funds:
	Smith Barney Growth and Income Fund

0-20%

Smith Barney Fundamental Value Fund Inc.
0-10%

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

0-20%
---

Smith Barney Income Funds Inc.:
	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

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

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

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

Smith Barney Managed Governments Fund Inc.
---

Smith Barney Money Funds, Inc.:
	Cash Portfolio

0-20%

Smith Barney Natural Resources Fund Inc.
0-15%

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

10-35%
0-20%
---
---
0-15%
0-15%

Smith Barney Large Capitalization Growth Fund
0-20%

Smith Barney Growth Opportunity Fund
0-20%

Smith Barney Disciplined Small Cap Fund, Inc.
0-20%

SB Hansberger Global Value Fund
15-35%

SB Hansberger Small Capitalization Fund
5-20%


	The particular Underlying Smith Barney Funds in which the Global 
Portfolio may invest, the equity/fixed income fund targets and ranges 
and the investment ranges applicable to each Underlying Smith Barney 
Fund may be changed from time to time by the Concert Series' Board of 
Directors without the approval of the Portfolio's shareholders.

	Like the other portfolios of the Concert Series, the Global 
Portfolio may invest a certain portion of its cash reserves in 
repurchase agreements and/or the Cash Portfolio of Smith Barney Money 
Funds, Inc.  For a discussion of investment restrictions applicable to 
all of the portfolios of the Concert Series, including the Global 
Portfolio, see "Investment Restrictions" in the Prospectus.

Risk factors and Special Considerations

	Foreign Investment. Certain Portfolios may invest in securities of 
foreign issuers and in foreign branches of domestic banks, which 
involves some risks different from, or in addition to, those affecting 
investments in securities of U.S. issuers.  For example, publicly 
available information about foreign issuers and economies may be 
limited; foreign issuers are not generally subject to uniform 
accounting, auditing and other reporting standards; securities of 
foreign issuers may be less liquid and more volatile than those of 
domestic issuers; dividends and interest paid by foreign issuers may be 
subject to withholding and other foreign taxes; risks of seizure, 
nationalization or expropriation of a foreign issuer exists; and, since 
securities of foreign issuers are frequently denominated in foreign 
currencies, investments in these securities may involve currency 
exchange risks.

	Investing in Emerging Markets. Certain Portfolios may invest in 
securities of issuers in emerging market countries which involves 
exposure to economic structures that are generally less diverse and 
mature than, and to political systems that can be expected to have less 
stability than, those of developed countries.  Other characteristics of 
emerging market countries that may affect investment in their markets 
include certain national polices that may restrict investment by 
foreigners and the absence of developed legal structures governing 
private and foreign investments and private property.  The typically 
small size of the markets for securities issued by issuers located in 
emerging markets countries and the possibility of a low or nonexistent 
volume of trading in those securities may also result in a lack of 
liquidity and in price volatility of those securities. 


	Smaller Capitalization Stocks.  Certain Portfolios may invest in 
smaller capitalization stocks which can involve greater risk than is 
customarily associated with investing in stocks of larger, more 
established companies.  For example, smaller capitalization companies 
often have limited product lines, markets or financial resources, may be 
dependent for management on one or a few key persons, and can be more 
susceptible to losses.  Also, their securities may be thinly traded (and 
therefore have to be sold at a discount from current prices or sold in 
small lots over an extended period of time), may be followed by fewer 
investment research analysts and may be subject to wider price swings 
and thus may create a greater chance of loss than securities of larger 
capitalization companies.  Transaction costs in stocks of smaller 
capitalization companies may be higher than those of large 
capitalization companies. 

Description of Underlying Smith Barney Funds

Equity Funds The following Underlying Smith Barney Funds are funds that 
invest primarily in Equity Securities

	SB Hansberger Global Value Fund, seeks long-term capital growth by 
investing primarily in equity securities of companies in any country 
including the United States, which in the opinion of SBMFM and 
Hansberger Global Investors, Inc. are undervalued.  Income will be an 
incidental consideration.  The Fund seeks to invest in companies whose 
securities are trading at the greatest discount to future earnings, cash 
flow and/or net asset value and Hansberger utilizes proprietary 
valuation screens, internal and external research sources and other 
fundamental analysis to identify those securities that appear to be 
undervalued.  Under normal market conditions, the Fund will invest its 
assets in at least three countries, which may include the United States. 

	Although the Fund generally invests in common stock, it may also 
invest in preferred stocks and certain debt securities, rated or 
unrated, such as convertible bonds selling at a discount, when 
Hansberger believes the potential for appreciation will equal or exceed 
that available form investments in common stock.  The Fund may also 
invest in warrants or rights to subscribe to or purchase such securities 
and sponsored or unsponsored American depository Receipts ("ADRs"), 
European Depository Receipts ("EDRs"), Global Depository Receipts 
("GDRs") and other depository receipts.

	SB Hansberger Global Value Small Capitalization Fund, seeks long 
term capital growth by investing primarily in equity securities of U.S. 
and foreign issuers with relatively small market capitalizations (share 
price times number of equity securities outstanding) which in the 
opinion of SBMFM and Hansberger, are undervalued.  Income will be an 
incidental consideration.  Under normal market conditions, the Fund will 
invest at least 65% of the value of its total assets in (1) companies 
located in developing countries with individual market capitalizations 
of less than $750 million U.S. dollars (at the time of purchase) and (2) 
companies located in developed countries with individual market 
capitalizations of less than $1.5 billion U.S. dollars (at the time of 
purchase).  Under normal market conditions the Fund will invest its 
assets in at least three countries, which may include the United States.

	Although the Fund generally invests in common stock, it may also 
invest in preferred stocks and certain debt securities, rated or 
unrated, such as convertible bonds selling at a discount, when 
Hansberger believes the potential for appreciation will equal or exceed 
that available form investments in common stock. The Fund may also 
invest in warrants or rights to subscribe to or purchase such securities 
and sponsored or unsponsored American Depository Receipts ("ADRs"), 
European Depository Receipts ("EDRs"), Global Depository Receipts 
("GDRs") and other depository receipts.

	For further discussion regarding the investment objectives and 
management policies (including risk factors) of the Underlying Smith 
Barney Funds, see "Investment Objectives and Management Policies," "Risk 
Factors and Special Considerations," "Description of Underlying Smith 
Barney Funds" and the Appendix to the Prospectus.

Portfolio Turnover

	The Global Portfolio's turnover rate is not expected to exceed 25% 
annually. 

Additional Information

	The Concert Series has authorized capital of 5,500,000,000 shares 
with a par value of $.001 per share.  The Board of Directors has 
authorized the issuance of ten series of shares, each representing 
shares in one of ten separate portfolios and may authorize the issuance 
of additional series of shares in the future.  






U:\legal\funds\sbcs\1997\secdocs\globsup2.doc


    

PART B

The Statement of Additional Information for Class A, Class B, Class C, Class Y 
and Class Z shares of the High Growth,  Growth, Balanced, Conservative and 
Income Portfolios of Smith Barney Concert Series Inc. (the "Fund") is 
incorporated 
by reference to Part B of Post-Effective Amendment No. 9 to the Fund's 
Registration Statement filed on May 29, 1997 and became effective on
May 30, 1997. (Accession No. 91155-97-000260). 

The Statement of Additional Information for Select High Growth, Select Growth, 
Select Balanced, Select Conservative and Select Income Portfolios of the Fund 
is incorporated 
by reference to Part B of Post-Effective Amendment No. 9 to the Fund's 
Registration Statement filed on May 29, 1997 and became effective on
May 30, 1997. (Accession No. 91155-97-000260).





PART C

	Information required to be included in Part C is set forth after the 
appropriate item, so numbered, in Part C of this Registration Statement.

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

         Included in Part A:

                Financial  Highlights  are  incorporated  by
reference to Part A filed herewith.

         Included in Part B:

               The  Registrant's Annual Report for the  year
               ended  January  31, 1997 and  the  Report  of
               Independent  Accountants are incorporated  by
               reference  to the Definitive 30b-1  filed  on
               April 8,  1997  as  Accession  #   91155-97-
               184.

	The  Registrant's Semi-Annual Report for the  period
               ended  July  31, 1997 is incorporated  by
               reference  to the Definitive 30b-1  filed  on
               October 2,  1997  as  Accession  #   91155-97-444.

         Included in Part C:

               Consent  of Independent Accountants is  to be filed
by amendment.

(b) Exhibits

b.	Exhibits:

	1.	Articles of Incorporation of the Registrant is incorporated by 
reference to Registrant's Registration Statement Pre-Effective Amendment No. 1 
on Form N-1A as filed on January 23, 1996 (the "Registration Statement").

	1(a)	Articles Supplementary to the Articles of Incorporation of the 
Registrant dated October 28, 1996 is incorporated by reference to Post-
Effective Amendment No. 4 to the  Registration Statement as filed on October 
31, 1996 ("Post-Effective Amendment No. 4").

	2.	Restated By-Laws of the Registrant is incorporated by reference to 
the Registration Statement.

	3.	Inapplicable.

	4.(a)	Registrant's form of stock certificates for Class A, B, C and Y 
shares of the High Growth Portfolio is  incorporated  by reference the 
Registration Statement.

	(b)	Registrant's form of stock certificates for Class A, B, C and Y 
shares of the Growth Portfolio is incorporated by reference to the 
Registration Statement.

	(c)	Registrant's form of stock certificates for Class A, B, C and Y 
shares of the Balanced Portfolio is incorporated by reference to the 
Registration Statement.

	(d)	Registrant's form of stock certificates for Class A, B, C and Y 
shares of the Conservative Portfolio is incorporated by reference to the 
Registration Statement.

	(e)	Registrant's form of stock certificates for Class A, B, C and Y 
shares of the Income Portfolios incorporated  by reference to the Registration 
Statement.

	(f)	Registrant's form of stock certificate for shares of the Smith 
Barney Concert Series - Select High Growth Portfolio is incorporated by 
reference to Post-Effective Amendment No. 3 to Registration Statement as filed 
August 13, 1996 ("Post-Effective Amendment No. 3").

	(g)	Registrant's form of stock certificate for shares of the Smith 
Barney Concert Series - Select Growth Portfolio is incorporated by reference 
to Post-Effective Amendment No. 3.

	(h)	Registrant's form of stock certificate for shares of the Smith 
Barney Concert Series - Select Balanced Portfolio is incorporated by reference 
to Post-Effective Amendment No. 3.

	(i)	Registrant's form of stock certificate for  shares of the Smith 
Barney Concert Series - Select Conservative Portfolio is incorporated by 
reference to Post-Effective Amendment No. 3.

	(j)	Registrant's form of stock certificate for shares of the Smith 
Barney Concert Series - Select Income Portfolio is incorporated by reference 
to Post-Effective Amendment No. 3.

	(k)	Registrant's form of stock certificate for Class Z shares of the 
High Growth Portfolio is incorporated by reference to Post-Effective Amendment 
No. 5. 

	(l)	Registrant's form of stock certificate for Class Z shares of the 
Growth Portfolio is incorporated by reference to Post-Effective Amendment No. 
5.

	(m) 	Registrant's form of stock certificate for Class Z shares of the 
Balanced Portolio is incorporated by reference to Post-Effective Amendment No. 
5.

	(n)	Registrant's form of stock certificate for Class Z shares of the 
Conservative Portfolio is incorporated by reference to Post-Effective 
Amendment No. 5.


	(o)	Registrant's form of stock certificate for Class Z shares of the 
Income Portfolio is incorporated by reference to Post-Effective Amendment No. 
5.


	(p)	Registrant's form of stock certificate for Class A, B, C and Y 
shares of the Global Portfolio will be filed by amendment.

	5.(a)	Form of Asset Allocation and Administration Agreement between the 
Registrant and Smith Barney Mutual Funds Management Inc. is incorporated by 
reference to the Registration Statement  for each of the following:

	(i)	High Growth Portfolio

	(ii)	Growth Portfolio

	(iii)	Balanced Portfolio

	(iv)	Conservative Portfolio

	(v)	Income Portfolio

	(vi)	Global Portfolio


	5.(b)	Form of Asset Allocation and Administration Agreement between the 
Registrant and Travelers Investment Adviser, Inc. is incorporated by reference 
to Post-Effective Amendment No. 4 for each of the following:


	(i)	Select High Growth Portfolio

	(ii)	Select Growth Portfolio

	(iii)	Select Balanced Portfolio
 
	(iv)	Select Conservative Portfolio

	(v)	Select Income Portfolio

	6.(a)	Form of the Distribution Agreement between the Registrant and 
Smith Barney Inc. is incorporated by reference to the Registration Statement.

	(b)	Form of the Distribution Agreement between the Registrant and PFS 
Distributors, Inc. is incorporated by reference to the Registration Statement.

	(c)	Form of Participation Agreement between the Registrant and 
Travelers Fund BD for Variable Annuities and Travelers Fund BD II for Variable 
Annuities is incorporated by reference to Post-Effective Amendment No. 4.

	7.	Inapplicable.



	8	Form of Custodian Agreement between the Registrant and PNC Bank, 
National Association is incorporated by reference to the Registration 
Statement.

	9.(a)	Form of Transfer Agency and Service Agreement between the 
Registrant and The Shareholder Services Group, Inc. is incorporated by 
reference to the Registration Statement.

	(b)	Form of Sub-Transfer Agency Agreement between the Registrant and 
PFS Shareholders Services is incorporated by reference to the Registration 
Statement.

	10.	Opinion and Consent of Willkie Farr & Gallagher as to legality of 
the series of shares being registered is incorporated by reference to the 
Registration Statement and Post-Effective 
Amendment No. 4.


	11.	Consent of Independent Public Accountants is  to be filed by amendment.


	12.	Inapplicable.

	13.	Form of Purchase  Agreement  between the  Registrant  and the 
Purchaser of the initial shares is incorporated by reference to the 
Registration Statement.

	14.	Inapplicable.

	15.	Form of Service and Distribution Plan pursuant to Rule 12b-1 
between the Registrant and Smith Barney Inc. is incorporated by reference to 
the Registration Statement.

	16.	Inapplicable.

	17.	Inapplicable.

	18.	Form of Multiple  Class Plan pursuant to Rule 18f-3(d) of the 
Investment Company Act of 1940 is incorporated by reference to the 
Registration Statement.

Item 25.	Persons Controlled by or Under Common Control with Registrant.

			None.

Item 26. 	Number of Holders of Securities.

		September  29, 1997			Record Holders
		Balanced Portfolio Class A		1,184
		Balanced Portfolio Class B 		4,146
		Balanced Portfolio Class C		1,142
		Balanced Portfolio Class Y		2
		Balanced Portfolio Class Z		2

		Income Portfolio Class A	 		176
		Income Portfolio Class  B			493
		Income Portfolio Class  C			160
		Income Portfolio Class  Y			2
		Income Portfolio Class Z			2			

		High Growth Portfolio Class A		4,564
		High Growth Portfolio Class B		9,446
		High Growth Portfolio Class C		2,834
		High Growth Portfolio Class Y		3
		High Growth Portfolio Class Z		2

		Conservative Portfolio Class A		249
		Conservative Portfolio Class B		646
		Conservative Portfolio Class C		249
		Conservative Portfolio Class Y		2
		Conservative Portfolio Class Z		2


		Growth Portfolio Class A			4,357
		Growth Portfolio Class B			11,719
		Growth Portfolio Class C			2,810
		Growth Portfolio Class Y			2
		Growth Portfolio Class Z			2
	
Item 27. Indemnification.

	The response to this item is incorporated by reference to the Registrant 
Statement filed with the SEC on January 23, 1996.

Item 28.	Business or Other Connections of Investment Adviser.

Investment  Adviser -- Smith  Barney  Mutual  Funds  Management  Inc., 
formerly known as Smith Barney Advisers, Inc.


SBMFM was incorporated in December 1968 under the laws of the State of 
Delaware.  SBMFM is a wholly  owned  subsidiary  of Smith Barney  Holdings 
Inc.,  which in 
turn is a wholly owned subsidiary of  Travelers Group Inc. ("Travelers").  
SBMFM 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 years,  is incorporated by reference to 
Schedules A and D of the  Form ADV  filed  by  SBMFM  pursuant  to the 
Advisers  Act  (SEC  File No.  801-8314).

Travelers Investment Adviser, Inc. ("TIA") was incorporated in June 1996 under 
the laws of the State of Delaware.  TIA is a wholly owned subsidiary of  The 
Plaza Corporation which, in turn, is an indirect wholly owned subsidiary of 
Travelers.  TIA is registered as an investment adviser under the Advisers Act.

The list  required by this Item 28 of officers and  directors of  TIA 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 years,  is incorporated by reference to 
Schedules A and D of the  Form ADV  filed  by  TIA  pursuant  to the Advisers  
Act  (SEC  File No.  801-52365).


Item 29.	Principal Underwriters.

Smith Barney Inc. ("Smith Barney") also serves as distributor for each of the 
following investment companies:

	(a)	Smith Barney Managed Municipals Fund Inc.
		Smith Barney California Municipals Fund Inc.
		Smith Barney Massachusetts Municipals Fund
		Smith Barney Aggressive Growth Fund Inc.
		Smith Barney Appreciation Fund Inc.
		Smith Barney Principal Return Fund
		Smith Barney Income Funds
		Smith Barney Equity Funds
		Smith Barney Investment Funds Inc.
		Smith Barney Natural Resources Fund Inc.
		Smith Barney Telecommunications Trust
		Smith Barney Arizona Municipals Fund Inc.
		Smith Barney New Jersey Municipals Fund Inc.
		Smith Barney Managed Governments Fund
		The USA High Yield Fund N.V.
		Smith Barney Institutional Cash Management Fund Inc.
		Smith Barney Fundamental Value Fund Inc.
		Greenwich Street Series Fund
		Consulting Group Capital Markets Funds
		Smith Barney Investment Trust
		Smith Barney Adjustable Rate Government Income Fund
		Smith Barney Oregon Municipals Fund
		Smith Barney Funds, Inc.
		Smith Barney Muni Funds
		Smith Barney World Funds, Inc.
		Smith Barney Money Funds, Inc.
		Smith Barney Municipal Money Market Fund, Inc.
		Smith Barney Variable Account Funds
		Travelers Series Fund Inc.
		Smith Barney Small Cap Disciplined Fund Inc.
		Smith Barney U.S. Dollar Reserve Fund (Cayman)
		Worldwide Special Fund, N.V.
		Worldwide Securities Limited (Bermuda)
		Smith Barney International Fund (Luxembourg),
		various series of unit investment trusts and
		various closed-end funds.



	(b)	The  information  required by this Item 29(b) with  respect to 
each director and officer of Smith Barney is incorporated by reference to 
Schedule A of the Form BD filed by Smith Barney pursuant to the  Securities  
Exchange  Act of 1934 (File No. 8-8177).

	(c)	Inapplicable.


Item 30.	 Location of Accounts and Records.

	Certain accounts, books and other documents required to be maintained by 
Section 31(a) of the Investment Company Act of 1940, as amended (the 
"Investment Company Act"), and the Rules promulgated thereunder are maintained 
by Smith Barney Inc., 388 Greenwich Street,  New York, New York 10013. 

	Records relating to the duties of the Registrant's  custodian are 
maintained by PNC Bank, National Association, 17th and Chestnut Streets, 
Philadelphia, Pennsylvania.  Records relating to the duties of the 
Registrant's  transfer agent are  maintained by  First Data Investor  Services 
Group, Inc., Exchange Place, Boston, Massachusetts. 

Item 31.	 Management Services.

		Inapplicable.	

Item 32.	Undertakings.

The Registrant  hereby undertakes to furnish each person to whom a prospectus 
is delivered with a copy of the  Registrant's  latest annual report to 
shareholders upon request and without charge. 

The  Registrant  hereby  undertakes  to call a meeting of  shareholders  for 
the purpose of voting on the  question  of removal of a Director or  Directors 
when requested  to do  so  by  the  holders  of at  least  10%  of  the 
Registrant's outstanding  shares  and in  connection  with such  meeting  to 
comply  with the provisions  of  Section  16(c)  of  the  Investment   Company 
Act  relating  to shareholder communications.

The  Registrant  hereby  undertakes,  insofar as  indemnification  for 
liability arising under the  Securities  Act may be permitted to  Directors, 
officers and controlling persons of the Registrant pursuant to the foregoing 
provisions,  or otherwise,  to indemnify the Directors,  officers and 
controlling persons of the Registrant.  The  Registrant  has  been  advised 
that  in  the  opinion  of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Securities  Act, 
and is,  therefore,  unenforceable.  In the event that a claim for 
indemnification  against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a Director, officer or controlling 
person of the Registrant in the  successful  defense of any action, suit or 
proceeding) is asserted by such Director,  officer or controlling person in 
connection with the securities being registered,  the Registrant will, unless 
in the  opinion  of its  counsel  the matter  has been  settled  by 
controlling precedent,  submit to a court of appropriate  jurisdiction  the 
question whether such  indemnification  by it is  against  public  policy  as 
expressed  in  the Securities Act and will be governed by the final 
adjudication of such issue.




SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933 and the 
Investment  Company  Act of  1940,  the  Registrant  has duly  caused  this 
Amendment  to its  Registration  Statement  to be  signed  on its  behalf by 
the undersigned, thereunto duly authorized, in the City of New York and the 
State of New York on the 1st day of October, 1997.




SMITH BARNEY CONCERT  ALLOCATION SERIES INC.

Pursuant to the requirements of Rule 485(a) of the Securities Act of 1933,  
as amended, and  the Investment Company Act of 1940, as amended, 
the  Registrant, Smith Barney Concert Allocation Series Inc.,
 has duly caused this Post-Effective Amendment No.10 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 as 
of the 1st  day of  October, 1997.   

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




Signature

Title
Date

/s/ Heath B. McLendon
Heath B. McLendon

Director; Chairman of 
the Board
October 1, 1997

/s/ Lewis E. Daidone
Lewis E. Daidone
Senior Vice President; 
Treasurer (Principal 
Accounting Officer)

October 1, 1997


/s/ Walter E. Auch*
Walter E. Auch

Director
October 1, 1997

/s/ Martin Brody*
Martin Brody
Director

October 1, 1997


/s/ H. John Ellis*
H. John Ellis

Director
October 1, 1997

/s/ Stephen E. 
Kaufman*
Stephen E. Kaufman
Director
October 1, 1997


/s/ Armon E. Kamesar*
Armon E. Kamesar
Director

October 1, 1997



* Signed by Heath B. McLendon, their duly authorized attorney-in-fact, 
pursuant to power of attorney dated January 23, 1996.

/s/ Heath B. McLendon
Heath B. McLendon