Statement of Additional Information
April 30, 1998

SMITH BARNEY 
CONCERT ALLOCATION SERIES INC.
SELECT HIGH GROWTH PORTFOLIO
SELECT GROWTH PORTFOLIO
SELECT BALANCED PORTFOLIO
SELECT CONSERVATIVE PORTFOLIO
SELECT INCOME PORTFOLIO

388 Greenwich Street, New York, New York 10013 (800) 451-2010

Smith Barney Concert Allocation Series Inc. (the "Concert Series") 
currently offers eleven investment portfolios, five of which are 
offered by this Statement of Additional Information (individually, a 
"Portfolio" and collectively, the "Select Portfolios").  This 
Statement of Additional Information expands upon and supplements the 
information contained in the current Prospectus of Smith Barney 
Concert Allocation Series Inc. (the "Concert Series") dated April 30, 
1998 for the Select Portfolios, as amended or supplemented from time 
to time (the "Prospectus"), and should be read in conjunction 
therewith. Each of the Select Portfolios seeks to achieve its 
objective by investing in a number of open-end management investment 
companies or series thereof ("Underlying Smith Barney Funds") for 
which Smith Barney Inc. ("Smith Barney") now or in the future acts as 
principal underwriter or for which Mutual Management Corp. ("MMC") 
(formerly Smith Barney, Smith Barney Mutual Funds Management Inc.), 
or Smith Barney Strategy Advisers Inc. ("SBSA") now or in the future 
acts as investment adviser. A Prospectus may be obtained from 
designated insurance companies offering separate accounts ("Separate 
Accounts") which fund certain variable annuity and variable life 
insurance contracts (each a "Contract") or by writing or calling the 
Concert Series at the address or telephone number listed above.  This 
Statement of Additional Information, although not in itself a 
prospectus, is incorporated by reference into the Prospectus in its 
entirety.


TABLE OF CONTENTS

For ease of reference, the same section headings are used in the 
Prospectus for the Select Portfolios and this Statement of Additional 
Information, except as shown below:

Caption	Page
Management of the Concert Series 	 2
Investment Objectives and Management Policies 	 4 
Purchase of Shares 	 20 
Redemption of Shares 	 20 
Valuation of Shares 	 21 
Performance 	 21 
Taxes (See in the Prospectus "Dividends, Distributions and Taxes") 	 22 
Voting (See in the Prospectus "Additional Information") 	 24 
Additional Information 	 25 
Financial Statements	25
Appendix - Ratings of Debt Obligations 	 A-1


MANAGEMENT OF THE CONCERT SERIES

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

Travelers Investment Adviser, Inc. ("TIA") 	 Investment 
Manager
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 Concert 
Series are discussed in the Prospectus and in this Statement of 
Additional Information.

Directors and Executive Officers of the Concert Series

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

	Walter E. Auch, Director (Age 77). Consultant to companies in 
the financial services industry; Director of Pimco Advisers L.P.; 
Brinson Partners; Nicholas-Applegate (each a registered investment 
adviser); Legend Properties, a real estate management company; Banyan 
Realty Trust; Banyan Land Fund II; Geotek Communications Inc., an 
international wireless communications company. His address is 6001 N. 
62nd Place, Paradise Valley, Arizona 85253.


	Martin Brody, Director (Age 76).  Private Investor; His address 
is c/o HMK Associates, 30 Columbia Turnpike, Florham Park, N.J. 
07932.


	H. John Ellis, Jr., Director (Age 71). Retired. His address is 
858 East Crystal Downs Drive, Frankfort, Michigan 49635.

	Stephen E. Kaufman, Director (Age 66).  Attorney.  His address 
is 277 Park Avenue, New York, New York 10172.

	Armon E. Kamesar, Director (Age 70). Chairman of the Board of 
TEC, an international organization of Chief Executive Officers; 
Trustee, U.S. Bankruptcy Court. His address is 7328 Country Club 
Drive, La Jolla, CA 92037.

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

	Lewis E. Daidone, Senior Vice President and Treasurer (Age 40).  
Managing Director of Smith Barney; Director and Senior Vice President 
of MMC and TIA.  Mr. Daidone also serves as Senior Vice President and 
Treasurer of 42 Smith Barney Mutual Funds.  His address is 388 
Greenwich Street, New York, New York 10013. 

	R. Jay Gerken, Vice President and Investment Officer (Age 47). 
Managing Director of Smith Barney and  portfolio manager of  one 
other investment company of Smith Barney Mutual Funds; prior to July 
1993, Managing Director of Shearson Lehman Advisors. His address is 
388 Greenwich Street, New York, New York 10013.

	Thomas Stiles, Vice President and Investment Officer (Age *).


	Christina T. Sydor, Secretary (Age 47).  Managing Director of 
Smith Barney; General Counsel and Secretary of MMC and TIA.  Ms. 
Sydor also serves as Secretary of 42 Smith Barney Mutual Funds.  Her 
address is 388 Greenwich Street, New York, New York 10013. 

Each Director also serves as a director, trustee, consultant and/or 
general partner of certain other mutual funds for which Smith Barney 
serves as distributor.  As of April 3, 1998, the Directors and 
officers of the Fund, as a group, owned less than 1.00% of the 
outstanding common stock of the Fund.

No officer, director or employee of MMC, or any of its affiliates 
will receive any compensation from the Concert Series for serving as 
an officer or director of the Concert Series.  The Concert Series 
pays each director who is not an officer, director or employee of MMC 
or any of its affiliates a fee of $5,000 per annum plus $100 per 
Portfolio per meeting attended and reimburses travel and out-of-
pocket expenses.
Upon attainment of age 80 Directors are required to change to 
emeritus status.  Directors Emeritus are entitled to serve in 
emeritus status for a maximum of 10 years during which time they 
receive 50% of the annual retainer fee and meeting fees otherwise 
applicable to the Concert Series Directors.  All Directors are 
reimbursed for travel and out-of-pocket expenses incurred in 
attending such meetings.

The following table shows the compensation paid by Concert Series to 
each incumbent Director during its first fiscal year:

Compensation Table
		Total
	Pension or	Total	Number
	Retirement Benefits	Compensation	of Funds
	Aggregate	Accrued as Expense	From	Served in
	Name	Compensation	of Concert Series	Fund Complex	Complex
Heath B. McLendon*	None	None	None	42
Walter Auch	$14,950	None	$ 43,400	2
Martin Brody	12,950	None	119,814	19
H. John Ellis	14,950	None	41,200	1
Armon E. Kamesar	14,950	None	43,300	2
Stephen E. Kaufman	14,950	None	91,964	13

* Designates "interested director".

Investment Manager - TIA

TIA acts as investment manager to each Select Portfolio pursuant to 
separate asset allocation and administration agreements (the "Asset 
Allocation and Administration Agreements").  TIA is an indirect 
wholly owned subsidiary of Travelers Group Inc. ("Travelers").  The 
Asset Allocation and Administration Agreements with respect to each 
Select Portfolio were approved by the Board of Directors, including a 
majority of the directors who are not "interested persons" of the 
Concert Series or TIA (the "Independent Directors"), on September 5, 
1996.  Pursuant to the Asset Allocation and Administration 
Agreements, TIA will determine how each Select Portfolio's assets 
will be invested in the Underlying Smith Barney Funds and in 
repurchase agreements pursuant to the investment objectives and 
policies of each Portfolio set forth in the Prospectus and make 
recommendations to the Board of Directors concerning changes to (a) 
the Underlying Smith Barney Funds in which the Select Portfolios may 
invest, (b) the percentage range of assets that may be invested by 
each Portfolio in any one Underlying Smith Barney Fund and (c) the 
percentage range of assets of any Portfolio that may be invested in 
equity funds and fixed income funds (including money market funds).  
In addition to such services, TIA pays the salaries of all officers 
and employees who are employed by both it and the Concert Series, 
maintains office facilities for the Concert Series, furnishes the 
Concert Series with statistical and research data, clerical help and 
accounting, data processing, bookkeeping, internal auditing and legal 
services and certain other services required by the Concert Series 
and each Select Portfolio, prepares reports to each Portfolio's 
shareholders and prepares tax returns, reports to and filings with 
the Securities and Exchange Commission (the "SEC") and state Blue Sky 
authorities.  MMC provides investment advisory and management 
services to investment companies affiliated with Smith Barney.

The management fee for each Select Portfolio is calculated at the 
annual rate of 0.35% of  that Portfolio's average daily net assets.  
Under the Asset Allocation and Administration Agreements, TIA has 
agreed to bear all expenses incurred in the operation of each Select 
Portfolio other than the management fee and extraordinary expenses.  
Such expenses include taxes, interest, brokerage fees and 
commissions, if any; fees of directors who are not officers, 
directors, shareholders or employees of Smith Barney or TIA; SEC fees 
and state Blue Sky qualification fees; charges of custodians; 
transfer and dividend disbursing agent's fees; certain insurance 
premiums; outside auditing and legal expenses; costs of maintenance 
of corporate existence; investor services (including allocated 
telephone and personnel expenses); and costs of preparation and 
printing of the prospectus for regulatory purposes and for 
distribution to existing shareholders; cost of shareholders' reports 
and shareholder meetings and meetings of the officers or Board of 
Directors of the Concert Series.

For the fiscal period ended January 31, 1998, the management fees for 
each Select Portfolio were as follows:

Select Portfolio

High Growth	$37,387
Growth		  58,327
Balanced	  62,481
Conservative	  13,941
Income		    5,866

Counsel and Auditors

Willkie Farr & Gallagher serves as legal counsel to the Concert 
Series.  The Independent Directors of the Concert Series have 
selected Stroock & Stroock & Lavan LLP as their legal counsel

KPMG Peat Marwick LLP, independent accountants, 345 Park Avenue, New 
York, New York 10154, have been selected as auditors for the Concert 
Series for its fiscal year ending January 31, 1999 to examine and 
report on the Concert Series' financial statements and highlights.
 

INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

The Prospectus discusses the investment objectives of the Select 
Portfolios and each of the Underlying Smith Barney Funds in which the 
Select Portfolios may invest, as well as the policies employed to 
achieve those objectives.  This section contains supplemental 
information concerning the types of securities and other instruments 
in which the Underlying Smith Barney Funds may invest (and repurchase 
agreements in which the Select Portfolios and/or the Underlying Smith 
Barney Funds may invest), the investment policies and portfolio 
strategies the Underlying Smith Barney Funds may utilize and certain 
risks attendant to such investments, policies and strategies.  There 
can be no assurance that the respective investment objectives of the 
Select Portfolios or the Underlying Smith Barney Funds will be 
achieved.

The Articles of Incorporation of the Concert Series permit the Board 
of Directors to establish additional portfolios of the Concert Series 
from time to time.  The investment objectives, policies and 
restrictions applicable to additional portfolios would be established 
by the Board of Directors at the time such portfolios were 
established and may differ from those set forth in the Prospectus and 
this Statement of Additional Information.  

MONEY MARKET INSTRUMENTS.  Each of the Underlying Smith Barney Funds 
may invest in certain types of money market instruments which may 
include: U.S. government securities; certificates of deposit ("CDs"), 
time deposits ("TDs") 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.

U.S. GOVERNMENT SECURITIES.  U.S. government securities include debt 
obligations of varying maturities issued or guaranteed by the U.S. 
government or its agencies or instrumentalities.  U.S. government 
securities include not only direct obligations of the U.S. Treasury, 
but also securities issued or guaranteed by the Federal Housing 
Administration, Farmers Home Administration, Export-Import Bank of 
the United States, Small Business Administration, Government National 
Mortgage Association ("GNMA"), General Services Administration, 
Central Bank for Cooperatives, Federal Intermediate Credit Banks, 
Federal Land Banks, Federal National Mortgage Association ("FNMA"), 
Maritime Administration, Tennessee Valley Authority, District of 
Columbia Armory Board, Student Loan Marketing Association, 
International Bank for Reconstruction and Development and Resolution 
Trust Corporation.  Certain U.S. government securities, such as those 
issued or guaranteed by GNMA, FNMA and Federal Home Loan Mortgage 
Corporation ("FHLMC"), are mortgage-related securities.  Because the 
U.S. Government is not obligated by law to provide support to an 
instrumentality that it sponsors, a Portfolio or an Underlying Smith 
Barney Fund will invest in obligations issued by such an 
instrumentality only if its investment adviser determines that the 
credit risk with respect to the instrumentality does not make its 
securities unsuitable for investment by the Portfolio or the Fund, as 
the case may be.

BANK OBLIGATIONS.  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 
an Underlying Smith Barney Fund, depending upon the principal amount 
of certificates of deposit ("CDs") of each held by the Fund) and are 
subject to Federal examination and to a substantial body of Federal 
law and regulation.  As a result of Federal and state laws and 
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 U.S. 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.  Obligations of foreign 
branches of U.S. banks and foreign banks are subject to different 
risks than are those of U.S. banks or U.S. 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 U.S. banks are not necessarily subject to the 
same or similar regulatory requirements that apply to U.S. 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 U.S. bank than about a U.S. bank.  CDs issued by wholly 
owned Canadian subsidiaries of U.S. banks are guaranteed as to 
repayment of principal and interest, but not as to sovereign risk, by 
the U.S. parent bank.

Obligations of U.S. 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 U.S. 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 to: (a) 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) 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 U.S. branch of a foreign bank than 
about a U.S. bank.

COMMERCIAL PAPER.  Commercial paper consists of short-term (usually 
from 1 to 270 days) unsecured promissory notes issued by corporations 
in order to finance their current operations.  A variable amount 
master demand note (which is a type of commercial paper) represents a 
direct borrowing arrangement involving periodically fluctuating rates 
of interest under a letter agreement between a commercial paper 
issuer and an institutional lender, such as one of the Underlying 
Smith Barney Funds, pursuant to which the lender may determine to 
invest varying amounts.  Transfer of such notes is usually restricted 
by the issuer, and there is no secondary trading market for such 
notes.

REPURCHASE AGREEMENTS.  The Select Portfolios and the Underlying 
Smith Barney Funds may purchase securities and concurrently enter 
into repurchase agreements with certain member banks which are the 
issuers of instruments acceptable for purchase by the Portfolio or 
the Fund, as the case may be, and with certain dealers on the Federal 
Reserve Bank of New York's list of reporting dealers.  Repurchase 
agreements are contracts under which the buyer of a security 
simultaneously commits to resell the security to the seller at an 
agreed-upon price and date.  Under each repurchase agreement, the 
selling institution will be required to maintain the value of the 
securities subject to the repurchase agreement at not less than their 
repurchase price.  Repurchase agreements could involve certain risks 
in the event of default or insolvency of the other party, including 
possible delays or restrictions upon a Portfolio's or a Fund's 
ability to dispose of the underlying securities, the risk of a 
possible decline in the value of the underlying securities during the 
period in which the Portfolio or Fund seeks to assert its rights to 
them, the risk of incurring expenses associated with asserting those 
rights and the risk of losing all or part of the income from the 
repurchase agreement.

WHEN-ISSUED SECURITIES AND DELAYED-DELIVERY TRANSACTIONS. To secure 
an advantageous price or yield, certain of the Underlying Smith 
Barney Funds may purchase certain securities on a when-issued basis 
or purchase or sell securities for delayed delivery.  Delivery of the 
securities in such cases occurs beyond the normal settlement periods, 
but no payment or delivery is made by a Fund prior to the reciprocal 
delivery or payment by the other party to the transaction.  In 
entering into a when-issued or delayed-delivery transaction, an 
Underlying Smith Barney Fund will rely on the other party to 
consummate the transaction and may be disadvantaged if the other 
party fails to do so.

U.S. government securities normally are subject to changes in value 
based upon changes, real or anticipated, in the level of interest 
rates and the public's perception of the creditworthiness of the 
issuers.  In general, U.S. government securities tend to appreciate 
when interest rates decline and depreciate when interest rates rise.  
Purchasing these securities on a when-issued or delayed-delivery 
basis, therefore, can involve the risk that the yields available in 
the market when the delivery takes place may actually be higher than 
those obtained in the transaction itself.  Similarly, the sale of 
U.S. government securities for delayed delivery can involve the risk 
that the prices available in the market when the delivery is made may 
actually be higher than those obtained in the transaction itself.

In the case of the purchase by an Underlying Smith Barney Fund of 
securities on a when-issued or delayed-delivery basis, a segregated 
account in the name of the Fund consisting of cash or liquid debt 
securities equal to the amount of the when-issued or delayed-delivery 
commitments will be established at the Fund's custodian.  For the 
purpose of determining the adequacy of the securities in the 
accounts, the deposited securities will be valued at market or fair 
value.  If the market or fair value of the securities declines, 
additional cash or securities will be placed in the account daily so 
that the value of the account will equal the amount of such 
commitments by the Fund involved.  On the settlement date, a Fund 
will meet its obligations from then-available cash flow, the sale of 
securities held in the segregated account, the sale of other 
securities or, although it would not normally expect to do so, from 
the sale of the securities purchased on a when-issued or delayed-
delivery basis (which may have a value greater or less than the 
Fund's payment obligations).

LENDING OF PORTFOLIO SECURITIES.  Certain of the Underlying Smith 
Barney Funds have the ability to lend portfolio securities to 
brokers, dealers and other financial organizations.  A Fund will not 
lend portfolio securities to Smith Barney unless it has applied for 
and received specific authority to do so from the SEC.  Loans of 
portfolio securities will be collateralized by cash, letters of 
credit or U.S. government securities which are maintained at all 
times in an amount at least equal to the current market value of the 
loaned securities.  From time to time, an Underlying Smith Barney 
Fund may pay a part of the interest earned from the investment of 
collateral received for securities loaned to the borrower and/or a 
third party which is unaffiliated with the Fund and is acting as a 
"finder."

By lending its securities, an Underlying Smith Barney 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.  A Fund will comply with the following conditions 
whenever its 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 loaned 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 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; 
provided, however, that if a material event adversely affecting the 
investment in the loaned securities occurs, the Fund's trustees or 
directors, as the case may be, 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 a 
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 
each Underlying Smith Barney Fund's investment adviser to be of good 
standing and will not be made unless, in the judgment of the adviser, 
the consideration to be earned from such loans would justify the 
risk.

OPTIONS ON SECURITIES.  Certain of the Underlying Smith Barney Funds 
may engage in transactions in options on securities, which, depending 
on the Fund, may include the writing of covered put options and 
covered call options, the purchase of put and call options and the 
entry into closing transactions.

The principal reason for writing covered call options on securities 
is to attempt to realize, through the receipt of premiums, a greater 
return than would be realized on the securities alone.  Certain 
Underlying Smith Barney Funds, however, may engage in option 
transactions only to hedge against adverse price movements in the 
securities that it holds or may wish to purchase and the currencies 
in which certain portfolio securities may be denominated.  In return 
for a premium, the writer of a covered call option forfeits the right 
to any appreciation in the value of the underlying security above the 
strike price for the life of the option (or until a closing purchase 
transaction can be effected).  Nevertheless, the call writer retains 
the risk of a decline in the price of the underlying security.  
Similarly, the principal reason for writing covered put options is to 
realize income in the form of premiums.  The writer of a covered put 
option accepts the risk of a decline in the price of the underlying 
security.  The size of the premiums that a Fund may receive may be 
adversely affected as new or existing institutions, including other 
investment companies, engage in or increase their option-writing 
activities.

Options written by an Underlying Smith Barney Fund normally will have 
expiration dates between one and nine months from the date written.  
The exercise price of the options may be below, equal to or above the 
market values of the underlying securities at the times the options 
are written.  In the case of call options, these exercise prices are 
referred to as "in-the-money," "at-the-money" and "out-of-the-money," 
respectively.  An Underlying Smith Barney Fund with option-writing 
authority may write (a) in-the-money call options when its investment 
adviser expects that the price of the underlying security will remain 
flat or decline moderately during the option period, (b) at-the-money 
call options when its adviser expects that the price of the 
underlying security will remain flat or advance moderately during the 
option period and (c) out-of-the-money call options when its adviser 
expects that the price of the underlying security may increase but 
not above a price equal to the sum of the exercise price plus the 
premiums received from writing the call option.  In any of the 
preceding situations, if the market price of the underlying security 
declines and the security is sold at this lower price, the amount of 
any realized loss will be offset wholly or in part by the premium 
received.  Out-of-the-money, at-the-money and in-the-money put 
options (the reverse of call options as to the relation of exercise 
price to market price) may be utilized in the same market 
environments that such call options are used in equivalent 
transactions.

So long as the obligation of an Underlying Smith Barney Fund as the 
writer of an option continues, the Fund may be assigned an exercise 
notice by the broker-dealer through which the option was sold, 
requiring the Fund to deliver, in the case of a call, or take 
delivery of, in the case of a put, the underlying security against 
payment of the exercise price.  This obligation terminates when the 
option expires or the Fund effects a closing purchase transaction.  A 
Fund can no longer effect a closing purchase transaction with respect 
to an option once it has been assigned an exercise notice.  To secure 
its obligation to deliver the underlying security when it writes a 
call option, or to pay for the underlying security when it writes a 
put option, an Underlying Smith Barney Fund will be required to 
deposit in escrow the underlying security or other assets in 
accordance with the rules of the Options Clearing Corporation (the 
"Clearing Corporation") or similar foreign clearing corporation and 
of the securities exchange on which the option is written.

Certain Underlying Smith Barney Funds may purchase and sell put, call 
and other types of option securities that are traded on domestic or 
foreign exchanges or the over-the-counter market including, but not 
limited to, "spread" options, "knock-out" options, "knock-in" options 
and "average rate" or "look-back" options. "Spread" options are 
dependent upon the difference between the price of two securities or 
futures contracts, "knock-out" options are canceled if the price of 
the underlying asset reaches a trigger level prior to expiration, 
"knock-in" options only have value if the price of the underlying 
asset reaches a trigger level and, "average rate" or "look-back" 
options are options where, at expiration, the option's strike price 
is set based on either the average, maximum or minimum price of the 
asset over the period of the option.

An option position may be closed out only where there exists a 
secondary market for an option of the same series on a recognized 
securities exchange or in the over-the-counter market.  Certain 
Underlying Smith Barney Funds with option-writing authority may write 
options on U.S. or foreign exchanges and in the over-the-counter 
market.

An Underlying Smith Barney Fund may realize a profit or loss upon 
entering into a closing transaction.  In cases in which a Fund has 
written an option, it will realize a profit if the cost of the 
closing purchase transaction is less than the premium received upon 
writing the original option and will incur a loss if the cost of the 
closing purchase transaction exceeds the premium received upon 
writing the original option.  Similarly, when a Fund has purchased an 
option and engages in a closing sale transaction, whether the Fund 
realizes a profit or loss will depend upon whether the amount 
received in the closing sale transaction is more or less than the 
premium that the Fund initially paid for the original option plus the 
related transaction costs.

Although an Underlying Smith Barney Fund generally will purchase or 
write only those options for which its adviser believes there is an 
active secondary market so as to facilitate closing transactions, 
there is no assurance that sufficient trading interest to create a 
liquid secondary market on a securities exchange will exist for any 
particular option or at any particular time, and for some options no 
such secondary market may exist.  A liquid secondary market in an 
option may cease to exist for a variety of reasons.  In the past, for 
example, higher than anticipated trading activity or order flow, or 
other unforeseen events, have at times rendered inadequate certain of 
the facilities of the Clearing Corporation and U.S. and foreign 
securities exchanges and resulted in the institution of special 
procedures, such as trading rotations, restrictions on certain types 
of orders or trading halts or suspensions in one or more options.  
There can be no assurance that similar events, or events that may 
otherwise interfere with the timely execution of customers' orders, 
will not recur.  In such event, it might not be possible to effect 
closing transactions in particular options.  If as a covered call 
option writer a Fund is unable to effect a closing purchase 
transaction in a secondary market, it will not be able to sell the 
underlying security until the option expires or it delivers the 
underlying security upon exercise.

Securities exchanges generally have established limitations governing 
the maximum number of calls and puts of each class which may be held 
or written, or exercised within certain time periods, by an investor 
or group of investors acting in concert (regardless of whether the 
options are written on the same or different securities exchanges or 
are held, written or exercised in one or more accounts or through one 
or more brokers).  It is possible that the Underlying Smith Barney 
Funds with authority to engage in options transactions and other 
clients of their respective advisers and certain of their affiliates 
may be considered to be such a group.  A securities exchange may 
order the liquidation of positions found to be in violation of these 
limits and it may impose certain other sanctions.

In the case of options written by an Underlying Smith Barney Fund 
that are deemed covered by virtue of the Fund's holding convertible 
or exchangeable preferred stock or debt securities, the time required 
to convert or exchange and obtain physical delivery of the underlying 
common stocks with respect to which the Fund has written options may 
exceed the time within which the Fund must make delivery in 
accordance with an exercise notice.  In these instances, an 
Underlying Smith Barney Fund may purchase or borrow temporarily the 
underlying securities for purposes of physical delivery.  By so 
doing, the Fund will not bear any market risk because the Fund will 
have the absolute right to receive from the issuer of the underlying 
security an equal number of shares to replace the borrowed stock, but 
the Fund may incur additional transaction costs or interest expenses 
in connection with any such purchase or borrowing.

Additional risks exist with respect to certain of the U.S. government 
securities for which an Underlying Smith Barney Fund may write 
covered call options.  If a Fund writes covered call options on 
mortgage-backed securities, the securities that it holds as cover 
may, because of scheduled amortization or unscheduled prepayments, 
cease to be sufficient cover.  The Fund will compensate for the 
decline in the value of the cover by purchasing an appropriate 
additional amount of those securities.

STOCK INDEX OPTIONS.  Certain of the Underlying Smith Barney Funds 
may purchase and write put and call options on U.S. stock indexes 
listed on U.S. exchanges for the purpose of hedging its portfolio.  A 
stock index fluctuates with changes in the market values of the 
stocks included in the index.  Some stock index options are based on 
a broad market index such as the New York Stock Exchange Composite 
Index or a narrower market index such as the Standard & Poor's 100.  
Indexes also are based on an industry or market segment such as the 
American Stock Exchange Oil and Gas Index or the Computer and 
Business Equipment Index.

Options on stock indexes are similar to options on stock except that 
(a) the expiration cycles of stock index options are monthly, while 
those of stock options currently are quarterly, and (b) the delivery 
requirements are different.  Instead of giving the right to take or 
make delivery of stock at a specified price, an option on a stock 
index gives the holder the right to receive a cash "exercise 
settlement amount" equal to (a) the amount, if any, by which the 
fixed exercise price of the option exceeds (in the case of a put) or 
is less than (in the case of a call) the closing value of the 
underlying index on the date of exercise, multiplied by (b) a fixed 
"index multiplier." Receipt of this cash amount will depend upon the 
closing level of the stock index upon which the option is based being 
greater than, in the case of a call, or less than, in the case of a 
put, the exercise price of the option.  The amount of cash received 
will be equal to such difference between the closing price of the 
index and the exercise price of the option expressed in dollars times 
a specified multiple.  The writer of the option is obligated, in 
return for the premium received, to make delivery of this amount.  
The writer may offset its position in stock index options prior to 
expiration by entering into a closing transaction on an exchange or 
it may let the options expire unexercised.

The effectiveness of purchasing or writing stock index options as a 
hedging technique will depend upon the extent to which price 
movements in the portion of a securities portfolio being hedged 
correlate with price movements of the stock index selected.  Because 
the value of an index option depends upon movements in the level of 
the index rather than the price of a particular stock, whether a Fund 
will realize a gain or loss from the purchase or writing of options 
on an index depends upon movements in the level of stock prices in 
the stock market generally or, in the case of certain indexes, in an 
industry or market segment, rather than movements in the price of a 
particular stock.  Accordingly, successful use by a Fund of options 
on stock indexes will be subject to its adviser's ability to predict 
correctly movements in the direction of the stock market generally or 
of a particular industry.  This requires different skills and 
techniques than predicting changes in the prices of individual 
stocks.

An Underlying Smith Barney Fund will engage in stock index options 
transactions only when determined by its adviser to be consistent 
with the Fund's efforts to control risk.  There can be no assurance 
that such judgment will be accurate or that the use of these 
portfolio strategies will be successful.  When a Fund writes an 
option on a stock index, the Fund will establish a segregated account 
with its custodian in an amount equal to the market value of the 
option and will maintain the account while the option is open.

MORTGAGE-RELATED SECURITIES.  The average maturity of pass-through 
pools of mortgage related securities varies with the maturities of 
the underlying mortgage instruments.  In addition, a pool's stated 
maturity may be shortened by unscheduled payments on the underlying 
mortgages.  Factors affecting mortgage prepayments include the level 
of interest rates, general economic and social conditions, the 
location of the mortgaged property and age of the mortgage.  Because 
prepayment rates of individual pools vary widely, it is not possible 
to accurately predict the average life of a particular pool.  Common 
practice is to assume that prepayments will result in an average life 
ranging from 2 to 10 years for pools of fixed-rate 30-year mortgages.  
Pools of mortgages with other maturities or different characteristics 
will have varying average life assumptions.

Mortgage-related securities may be classified as private, 
governmental or government-related, depending on the issuer or 
guarantor.  Private mortgage-related securities represent pass-
through pools consisting principally of conventional residential 
mortgage loans created by non-governmental issuers, such as 
commercial banks, savings and loan associations and private mortgage 
insurance companies.  Governmental mortgage-related securities are 
backed up by the full faith and credit of the U.S. Government. GNMA, 
the principal guarantor of such securities, is a wholly owned U.S. 
government corporation within the Department of Housing and Urban 
Development.  Government-related mortgage-related securities are not 
backed by the full faith and credit of the U.S. Government.  Issuers 
of such securities include FNMA and FHLMC.  FNMA is a government-
sponsored corporation owned entirely by private stockholders, which 
is subject to general regulation by the Secretary of Housing and 
Urban Development.  Pass-through securities issued by FNMA are 
guaranteed as to timely payment of principal and interest by FNMA.  
FHLMC is a corporate instrumentality of the U.S., the stock of which 
is owned by Federal Home Loan Banks.  Participation certificates 
representing interests in mortgages from FHLMC's national portfolio 
are guaranteed as to the timely payment of interest and ultimate 
collection of principal by FHLMC.

Private U.S. governmental or government-related entities create 
mortgage loan pools offering pass-through investments in addition to 
those described above.  The mortgages underlying these securities may 
be alternative mortgage instruments, that is, mortgage instruments 
whose principal or interest payments may vary or whose terms to 
maturity may be shorter than previously customary.  As new types of 
mortgage-related securities are developed and offered to investors, 
certain of the Underlying Smith Barney Funds, consistent with their 
investment objective and policies, may consider making investments in 
such new types of securities.

CURRENCY TRANSACTIONS.  Certain of the Underlying Smith Barney Funds 
may enter into forward currency exchange transactions.  A forward 
currency contract is an obligation to purchase or sell a currency 
against another currency at a future date and price as agreed upon by 
the parties.  An Underlying Smith Barney Fund that enters into a 
forward currency contract may either accept or make delivery of the 
currency at the maturity of the forward contract or, prior to 
maturity, enter into a closing transaction involving the purchase or 
sale of an offsetting contract.  A Fund may engage in forward 
currency transactions in anticipation of, or to protect itself 
against, fluctuations in exchange rates.  A Fund might sell a 
particular foreign currency forward, for example, when it holds bonds 
denominated in that currency but anticipates, and seeks to be 
protected against, decline in the currency against the U.S. dollar.  
Similarly, a Fund may sell the U.S. dollar forward when it holds 
bonds denominated in U.S. dollars but anticipates, and seeks to be 
protected against, a decline in the U.S. dollar relative to other 
currencies.  Further, a Fund may purchase a currency forward to "lock 
in" the price of securities denominated in that currency which it 
anticipates purchasing.

Transaction hedging is the purchase or sale of forward currency 
contracts with respect to a specific receivable or payable of the 
Fund generally arising in connection with the purchase or sale of its 
securities.  Position hedging, generally, is the sale of forward 
currency contracts with respect to portfolio security positions 
denominated or quoted in the currency.  A Fund may not position hedge 
with respect to a particular currency to an extent greater than the 
aggregate market value at any time of the security or securities held 
in its portfolio denominated or quoted in or currently convertible 
(such as through exercise of an option or consummation of a forward 
currency contract) into that particular currency, except that certain 
Underlying Smith Barney Funds may utilize forward currency contracts 
denominated in the European Currency Unit to hedge portfolio security 
positions when a security or securities are denominated in currencies 
of member countries in the European Monetary System.  If a Fund 
enters into a transaction hedging or position hedging transaction, it 
will cover the transaction through one or more of the following 
methods: (a) ownership of the underlying currency or an option to 
purchase such currency; (b) ownership of an option to enter into an 
offsetting forward currency contract; (c) entering into a forward 
contract to purchase currency being sold or to sell currency being 
purchased, provided that such covering contract is itself covered by 
any one of these methods unless the covering contract closes out the 
first contract; or (d) depositing into a segregated account with the 
custodian or a sub-custodian of the Fund cash or readily marketable 
securities in an amount equal to the value of the Fund's total assets 
committed to the consummation of the forward currency contract and 
not otherwise covered.  In the case of transaction hedging, any 
securities placed in an account must be liquid debt securities.  In 
any case, if the value of the securities placed in the segregated 
account declines, additional cash or securities will be placed in the 
account so that the value of the account will equal the above amount.  
Hedging transactions may be made from any foreign currency into 
dollars or into other appropriate currencies.

At or before the maturity of a forward contract, a Fund either may 
sell a portfolio security and make delivery of the currency, or 
retain the security and offset its contractual obligation to deliver 
the currency by purchasing a second contract pursuant to which the 
relevant Fund will obtain, on the same maturity date, the same amount 
of the currency which it is obligated to deliver.  If a Fund retains 
the portfolio security and engages in an offsetting transaction, the 
Fund, at the time of execution of the offsetting transaction, will 
incur a gain or loss to the extent movement has occurred in forward 
contract prices.  Should forward prices decline during the period 
between a Fund's entering into a forward contract for the sale of a 
currency and the date that it enters into an offsetting contract for 
the purchase of the currency, the Fund will realize a gain to the 
extent that the price of the currency it has agreed to sell exceeds 
the price of the currency it has agreed to purchase.  Should forward 
prices increase, the Fund will suffer a loss to the extent the price 
of the currency it has agreed to purchase exceeds the price of the 
currency it has agreed to sell.

The cost to a Fund of engaging in currency transactions varies with 
factors such as the currency involved, the length of the contract 
period and the market conditions then prevailing.  Because 
transactions in currency exchange are usually conducted on a 
principal basis, no fees or commissions are involved.  The use of 
forward currency contracts does not eliminate fluctuations in the 
underlying prices of the securities, but it does establish a rate of 
exchange that can be achieved in the future.  In addition, although 
forward currency contracts limit the risk of loss due to a decline in 
the value of the hedged currency, at the same time, they limit any 
potential gain that might result should the value of the currency 
increase.  If a devaluation is generally anticipated a Fund may not 
be able to contract to sell the currency at a price above the 
devaluation level anticipated.

FOREIGN CURRENCY OPTIONS.  Certain Underlying Smith Barney Funds may 
purchase or write put and call options on foreign currencies for the 
purpose of hedging against changes in future currency exchange rates.  
Foreign currency options generally have three, six and nine month 
expiration cycles.  Put options convey the right to sell the 
underlying currency at a price which is anticipated to be higher than 
the spot price of the currency at the time the option expires.  Call 
options convey the right to buy the underlying currency at a price 
which is expected to be lower than the spot price of the currency at 
the time that the option expires.

An Underlying Smith Barney Fund may use foreign currency options 
under the same circumstances that it could use forward currency 
exchange transactions.  A decline in the dollar value of a foreign 
currency in which a Fund's securities are denominated, for example, 
will reduce the dollar value of the securities, even if their value 
in the foreign currency remains constant.  In order to protect 
against such diminutions in the value of securities that it holds, 
the Fund may purchase put options on the foreign currency.  If the 
value of the currency does decline, the Fund will have the right to 
sell the currency for a fixed amount in dollars and will thereby 
offset, in whole or in part, the adverse effect on its securities 
that otherwise would have resulted.  Conversely, if a rise in the 
dollar value of a currency in which securities to be acquired are 
denominated is projected, thereby potentially increasing the cost of 
the securities, the Fund may purchase call options on the particular 
currency.  The purchase of these options could offset, at least 
partially, the effects of the adverse movements in exchange rates.  
The benefit to the Fund derived from purchases of foreign currency 
options, like the benefit derived from other types of options, will 
be reduced by the amount of the premium and related transaction 
costs.  In addition, if currency exchange rates do not move in the 
direction or to the extent anticipated, the Fund could sustain losses 
on transactions in foreign currency options that would require it to 
forego a portion or all of the benefits of advantageous changes in 
the rates.

FOREIGN GOVERNMENT SECURITIES.  Among the foreign government 
securities in which certain Underlying Smith Barney Funds may invest 
are those issued by countries with developing economies, which are 
countries in the initial stages of their industrialization cycles.  
Investing in securities of countries with developing economies 
involves exposure to economic structures that are generally less 
diverse and less mature, and to political systems that can be 
expected to have less stability, than those of developed countries.  
The markets of countries with developing economies historically have 
been more volatile than markets of the more mature economies of 
developed countries, but often have provided higher rates of return 
to investors.

RATINGS AS INVESTMENT CRITERIA.  In general, the ratings of 
nationally recognized statistical rating organization ("NRSROs") 
represent the opinions of these agencies as to the quality of 
securities that they rate.  Such ratings, however, are relative and 
subjective, and are not absolute standards of quality and do not 
evaluate the market value risk of the securities.  These ratings will 
be used the by Underlying Smith Barney Funds as initial criteria for 
the selection of portfolio securities, but the Funds also will rely 
upon the independent advice of their respective advisers to evaluate 
potential investments.  Among the factors that will be considered are 
the long-term ability of the issuer to pay principal and interest and 
general economic trends.  The Appendix to this Statement of 
Additional Information contains further information concerning the 
rating categories of NRSROs and their significance.

Subsequent to its purchase by a Fund, an issue of securities may 
cease to be rated or its rating may be reduced below the minimum 
required for purchase by the Fund.  In addition, it is possible that 
an NRSRO might not change its rating of a particular issue to reflect 
subsequent events.  None of these events will require sale of such 
securities by a Fund, but the Fund's adviser will consider such 
events in its determination of whether the Fund should continue to 
hold the securities.  In addition, to the extent that the ratings 
change as a result of changes in such organizations or their rating 
systems, or due to a corporate reorganization, a Fund will attempt to 
use comparable ratings as standards for its investments in accordance 
with its investment objective and policies.

FUTURES CONTRACTS.  The purpose of the acquisition or sale of a 
futures contract by a Fund is to mitigate the effects of fluctuations 
in interest rates or currency or market values, depending on the type 
of contract, on securities or their values without actually buying or 
selling the securities.  Of course, because the value of portfolio 
securities will far exceed the value of the futures contracts sold by 
a Fund, an increase in the value of the futures contracts could only 
mitigate -- but not totally offset -- the decline in the value of the 
Fund.

Certain of the Underlying Smith Barney Funds may enter into futures 
contracts or related options on futures contracts that are traded on 
a domestic or foreign exchange or in the over-the-counter market.  
Generally, these investments may be made solely for the purpose of 
hedging against changes in the value of its portfolio investments due 
to anticipated changes in interest rates, currency values and/or 
market conditions when the transactions are economically appropriate 
to the reduction of risks inherent in the management of the Fund and 
not for purposes of speculation.  However, the International Equity 
Portfolio, the International Balanced Portfolio and the Natural 
Resources Fund may also enter into futures transactions for non-
hedging purposes, subject to applicable law.  The ability of the 
Funds to trade in futures contracts may be limited by the 
requirements of the Internal Revenue Code of 1986, as amended (the 
"Code"), applicable to a regulated investment company.

No consideration is paid or received by a Fund upon entering into a 
futures contract.  Initially, a Fund will be required to deposit with 
its custodian 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 a Fund upon termination of the futures contract, assuming 
that 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 securities, currency, index or gold 
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, a Fund may elect to close the position by taking an 
opposite position, which will operate to terminate the Fund's 
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 a Fund is 
subject to the ability of its adviser to predict correctly movements 
in interest rates, stock or bond indices, the price of gold or 
foreign currency values.  These predictions involve skills and 
techniques that may be different from those involved in the 
management of the portfolio being hedged.  In addition, there can be 
no assurance that there will be a correlation between movements in 
the price of the underlying securities, currency, index or gold and 
movements in the price of the investments which are the subject of 
the 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.

There is no assurance that an active market will exist for future 
contracts at any particular time.  Most 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, a Fund would be required to make daily cash payments 
of variation margin, and an increase in the value of the portion of 
the portfolio 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 a Fund has hedged against the possibility of a change in interest 
rates or currency or market values adversely affecting the value of 
investments held in its portfolio and rates or currency or market 
values move in a direction opposite to that which the Fund has 
anticipated, the Fund will lose part or all of the benefit of the 
increased value of investments which 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 investments to meet daily variation margin requirements at a 
time when it may be disadvantageous to do so.  These sales of 
investments may, but will not necessarily, be at increased prices 
which reflect the change in interest rates or currency or market 
values, as the case may be.

OPTIONS ON FUTURES CONTRACTS.  An option on an interest rate or gold 
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 interest rate futures 
contract at a specified exercise price at any time prior to the 
expiration date of the option.  An option on a foreign currency 
futures contract, as contracted with the direct investment in such a 
contract, gives the purchaser the right, but not the obligation, to 
assume a long or short position in the relevant underlying foreign 
currency futures contract at a predetermined exercise price at a time 
in the future.  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 writer's 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 a 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 a Fund investing 
in the options.

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 on interest rate, foreign currency 
and gold futures will be based upon predictions by a Fund's adviser 
as to anticipated trends in interest rates, currency and gold values, 
as the case may be, which could be incorrect.  Even if the 
expectations of an adviser are correct, there may be an imperfect 
correlation between the change in the value of the options and of the 
portfolio investments being hedged.

FOREIGN INVESTMENTS.  Investors should recognize that investing in 
foreign companies involves certain considerations which are not 
typically associated with investing in U.S. issuers.  Since certain 
Underlying Smith Barney Funds will be investing in securities 
denominated in currencies other than the U.S. dollar, and since 
certain Funds may temporarily hold funds in bank deposits or other 
money market investments denominated in foreign currencies, the Funds 
may be affected favorably or unfavorably by exchange control 
regulations or changes in the exchange rate between such currencies 
and the dollar.  A change in the value of a foreign currency relative 
to the U.S. dollar will result in a corresponding change in the 
dollar value of a Fund's assets denominated in that foreign currency.  
Changes in foreign currency exchange rates may also affect the value 
of dividends and interest earned, gains and losses realized on the 
sale of securities and net investment income and gain, if any, to be 
distributed to shareholders by the Fund.

The rate of exchange between the U.S. dollar and other currencies is 
determined by the forces of supply and demand in the foreign exchange 
markets.  Changes in the exchange rate may result over time from the 
interaction of many factors directly or indirectly affecting economic 
conditions and political developments in other countries.  Of 
particular importance are rates of inflation, interest rate levels, 
the balance of payments and the extent of government surpluses or 
deficits in the U.S. and the particular foreign country, all of which 
are in turn sensitive to the monetary, fiscal and trade policies 
pursued by the governments of the U.S. and other foreign countries 
important to international trade and finance.  Governmental 
intervention may also play a significant role.  National governments 
rarely voluntarily allow their currencies to float freely in response 
to economic forces.  Sovereign governments use a variety of 
techniques, such as intervention by a country's central bank or 
imposition of regulatory controls or taxes, to affect the exchange 
rates of their currencies.

Securities held by an Underlying Smith Barney Fund may not be 
registered with, nor the issuers thereof be subject to reporting 
requirements of, the SEC.  Accordingly, there may be less publicly 
available information about the securities and about the foreign 
company or government issuing them than is available about a domestic 
company or government entity.  Foreign issuers are generally not 
subject to uniform financial reporting standards, practices and 
requirements comparable to those applicable to U.S. issuers.  In 
addition, with respect to some foreign countries, there is the 
possibility of expropriation or confiscatory taxation, limitations on 
the removal of funds or other assets of the Fund, political or social 
instability, or domestic developments which could affect U.S. 
investments in those countries.  Moreover, individual foreign 
economies may differ favorably or unfavorably from the U.S. economy 
in such respects as growth of gross national product, rate of 
inflation, capital reinvestment, resource self-sufficiency and 
balance of payments positions.  Certain Underlying Smith Barney Funds 
may invest in securities of foreign governments (or agencies or 
instrumentalities thereof), and many, if not all, of the foregoing 
considerations apply to such investments as well.

Securities of some foreign companies are less liquid and their prices 
are more volatile than securities of comparable domestic companies.  
Certain foreign countries are known to experience long delays between 
the trade and settlement dates of securities purchased or sold.

The interest payable on a Fund's foreign securities may be subject to 
foreign withholding taxes, and while investors may be able to claim 
some credit or deductions for such taxes with respect to their 
allocated shares of such foreign tax payments, the general effect of 
these taxes will be to reduce the Fund's income.  Additionally, the 
operating expenses of a Fund can be expected to be higher than that 
of an investment company investing exclusively in the U.S. 
securities, since the expenses of the Fund, such as custodial costs, 
valuation costs and communication costs, as well as the rate of the 
investment advisory fees, though similar to such expenses of some 
other international funds, are higher than those costs incurred by 
other investment companies.

FOREIGN COMMODITY EXCHANGES.  Unlike trading on domestic commodity 
exchanges, trading on foreign commodity exchanges is not regulated by 
the Commodity Futures Trading Commission and may be subject to 
greater risks than trading on domestic exchanges.  For example, some 
foreign exchanges may be principal markets so that no common clearing 
facility exists and a trader may look only to the broker for 
performance of the contract.  In addition, unless an Underlying Smith 
Barney Fund trading on a foreign commodity exchange hedges against 
fluctuations in the exchange rate between the U.S. dollar and the 
currencies in which trading is done on foreign exchanges, any profits 
that the Fund might realize in trading could be eliminated by adverse 
changes in the exchange rate, or the Fund could incur losses as a 
result of those changes.

SHORT SALES.  Certain of the Underlying Smith Barney Funds may from 
time to time sell securities short.  A short sale is a transaction in 
which the Fund sells securities that it does not own (but has 
borrowed) in anticipation of a decline in the market price of the 
securities.

When a Fund makes a short sale, the proceeds it receives from the 
sale are retained by a broker until the Fund replaces the borrowed 
securities.  To deliver the securities to the buyer, the Fund must 
arrange through a broker to borrow the securities and, in so doing, 
the Fund becomes obligated to replace the securities borrowed at 
their market price at the time of replacement, whatever that price 
may be.  The Fund may have to pay a premium to borrow the securities 
and must pay any dividends or interest payable on the securities 
until they are replaced.

A Fund's obligation to replace the securities borrowed in connection 
with a short sale will be secured by collateral deposited with the 
broker that consists of cash, U.S. government securities, equity 
securities or debt securities of any grade so long as such assets are 
liquid, unencumbered and marked to market daily.  In addition, the 
Fund will place in a segregated account with its custodian an amount 
of cash or U.S. government securities equal to the difference, if 
any, between (a) the market value of the securities sold at the time 
they were sold short and (b) any cash or U.S. government securities 
deposited as collateral with the broker in connection with the short 
sale (not including the proceeds of the short sale).  Until it 
replaces the borrowed securities, the Fund will maintain the 
segregated account daily at a level so that the amount deposited in 
the account plus the amount deposited with the broker (not including 
the proceeds from the short sale) (a) will equal the current market 
value of the securities sold short and (b) will not be less than the 
market value of the securities at the time they were sold short.

SHORT SALES AGAINST THE BOX.  Certain of the Underlying Smith Barney 
Funds may enter into a short sale of common stock such that when the 
short position is open the Fund involved owns an equal amount of 
preferred stocks or debt securities, convertible or exchangeable, 
without payment of further consideration, into an equal number of 
shares of the common stock sold short.  This kind of short sale, 
which is described as "against the box," will be entered into by a 
Fund for the purpose of receiving a portion of the interest earned by 
the executing broker from the proceeds of the sale.  The proceeds of 
the sale will be held by the broker until the settlement date when 
the Fund delivers the convertible securities to close out its short 
position.  Although prior to delivery a Fund will have to pay an 
amount equal to any dividends paid on the common stock sold short, 
the Fund will receive the dividends from the preferred stock or 
interest from the debt securities convertible into the stock sold 
short, plus a portion of the interest earned from the proceeds of the 
short sale.  The Fund will deposit, in a segregated account with 
their custodian, convertible preferred stock or convertible debt 
securities in connection with short sales against the box.

SWAP AGREEMENTS.  Among the hedging transactions into which certain 
Underlying Smith Barney Funds may enter are interest rate swaps and 
the purchase or sale of interest rate caps and floors.  Interest rate 
swaps involve the exchange by a Fund with another party of their 
respective commitments to pay or receive interest, e.g., an exchange 
of floating rate payments for fixed rate payments.  The purchase of 
an interest rate cap entitles the purchaser, to the extent that a 
specified index exceeds a predetermined interest rate, to receive 
payments of interest on a notional principal amount from the party 
selling such interest rate cap.  The purchase of an interest rate 
floor entitles the purchaser, to the extent that a specified index 
falls below a predetermined interest rate, to receive payment of 
interest on a notional principal amount from the party selling such 
interest rate floor.

Certain Underlying Smith Barney Funds may enter into interest rate 
swaps, caps and floors on either an asset-based or liability-based 
basis, depending on whether it is hedging its assets or its 
liabilities, and will usually enter into interest rate swaps on a net 
basis, i.e., the two payment streams are netted, with the Fund 
receiving or paying, as the case may be, only the net amount of the 
two payments.  Inasmuch as these hedging transactions are entered 
into for good faith hedging purposes, the investment adviser and the 
Fund believe such obligations do not constitute senior securities 
and, accordingly will not treat them as being subject to its 
borrowing restrictions.  The net amount of the excess, if any, of a 
Fund's obligations over its entitlement with respect to each interest 
rate swap will be accrued on a daily basis and an amount of cash or 
liquid securities having an aggregate net asset value at least equal 
to the accrued excess will be maintained in a segregated account with 
PNC Bank. If there is a default by the other party to such a 
transaction, a Fund will have contractual remedies pursuant to the 
agreement related to the transaction.  The swap market has grown 
substantially in recent years with a large number of banks and 
investment banking firms acting both as principals and as agents.  As 
a result, the swap market has become relatively liquid.  Caps and 
floors are more recent innovations for which standardized 
documentation has not yet been developed and, accordingly, they are 
less liquid than swaps.

RESTRICTED SECURITIES.  Certain of the Underlying Smith Barney Funds 
may invest in securities the disposition of which is subject to legal 
or contractual restrictions.  The sale of restricted securities often 
requires more time and results in higher brokerage charges or dealer 
discounts and other selling expenses than does the sale of securities 
eligible for trading on a national securities exchange that are not 
subject to restrictions on resale.  Restricted securities often sell 
at a price lower than similar securities that are not subject to 
restrictions on resale.

REVERSE REPURCHASE AGREEMENTS.  Certain Underlying Smith Barney Funds 
may enter into reverse repurchase agreements with banks or broker-
dealers.  A reverse repurchase agreement involves the sale of a money 
market instrument held by an Underlying Smith Barney Fund coupled 
with an agreement by the Fund to repurchase the instrument at a 
stated price, date and interest payment.  The Fund will use the 
proceeds of a reverse repurchase agreement to purchase other money 
market instruments which either mature at a date simultaneous with or 
prior to the expiration of the reverse repurchase agreement or which 
are held under an agreement to resell maturing as of that time.

An Underlying Smith Barney Fund will enter into a reverse repurchase 
agreement only when the interest income to be earned from the 
investment of the proceeds of the transaction is greater than the 
interest expense of the transaction.  Under the 1940 Act, reverse 
repurchase agreements may be considered to be borrowings by the 
seller. Entry into such agreements requires the creation and 
maintenance of a segregated account with the Fund's custodian 
consisting of U.S. government securities, cash, equity securities or 
debt securities of any grade so long as such assets are liquid, 
unencumbered and marked to market daily.

LEVERAGING.  Certain of the Underlying Smith Barney Funds may from 
time to time leverage their investments by purchasing securities with 
borrowed money.  A Fund is required under the 1940 Act to maintain at 
all times an asset coverage of 300% of the amount of its borrowings.  
If, as a result of market fluctuations or for any other reason, the 
Fund's asset coverage drops below 300%, the Fund must reduce its 
outstanding borrowings within three business days so as to restore 
its asset coverage to the 300% level.

Any gain in the value of securities purchased with borrowed money 
that exceeds the interest paid on the amount borrowed would cause the 
net asset value of the Underlying Smith Barney Fund's shares to 
increase more rapidly than otherwise would be the case.  Conversely, 
any decline in the value of securities purchased would cause the net 
asset value of the Fund's shares to decrease more rapidly than 
otherwise would be the case.  Borrowed money thus creates an 
opportunity for greater capital gain but at the same time increases 
exposure to capital risk.  The net cost of any borrowed money would 
be an expense that otherwise would not be incurred, and this expense 
could restrict or eliminate a Fund's net investment income in any 
given period.  

AMERICAN, EUROPEAN AND CONTINENTAL DEPOSITORY RECEIPTS.  Certain of 
the Underlying Smith Barney Funds may invest in the securities of 
foreign and domestic issuers in the form of American Depository 
Receipts ("ADRs") and European Depository Receipts ("EDRs").  These 
securities may not necessarily be denominated in the same currency as 
the securities into which they may be converted.  ADRs are receipts 
typically issued by a U.S. bank or trust company that evidence 
ownership of underlying securities issued by a foreign corporation.  
EDRs, which sometimes are referred to as Continental Depository 
Receipts ("CDRs"), are receipts issued in Europe typically by foreign 
banks and trust companies that evidence ownership of either foreign 
or domestic securities.  Generally, ADRs, in registered form, are 
designed for use in U.S. securities markets and EDRs and CDRs are 
designed for use in European securities markets.

CONVERTIBLE SECURITIES.  Convertible securities are fixed-income 
securities that may be converted at either a stated price or stated 
rate into underlying shares of common stock.  Convertible securities 
have general characteristics similar to both fixed-income and equity 
securities.  Although to a lesser extent than with fixed-income 
securities generally, the market value of convertible securities 
tends to decline as interest rates increase and, conversely, tends to 
increase as interest rates decline.  In addition, because of the 
conversion feature, the market value of convertible securities tends 
to vary with fluctuations in the market value of the underlying 
common stocks and, therefore, also will react to variations in the 
general market for equity securities.  A unique feature of 
convertible securities is that as the market price of the underlying 
common stock declines, convertible securities tend to trade 
increasingly on a yield basis, and so may not experience market value 
declines to the same extent as the underlying common stock.  When the 
market price of the underlying common stock increases, the prices of 
the convertible securities tend to rise as a reflection of the value 
of the underlying common stock.  While no securities investments are 
without risk, investments in convertible securities generally entail 
less risk than investments in common stock of the same issuer.

As fixed-income securities, convertible securities are investments 
that provide for a stable stream of income with generally higher 
yields than common stocks.  Of course, like all fixed-income 
securities, there can be no assurance of current income because the 
issuers of the convertible securities may default on their 
obligations.  Convertible securities, however, generally offer lower 
interest or dividend yields than non-convertible securities of 
similar quality because of the potential for capital appreciation.  A 
convertible security, in addition to providing fixed income, offers 
the potential for capital appreciation through the conversion 
feature, which enables the holder to benefit from increases in the 
market price of the underlying common stock.  There can be no 
assurance of capital appreciation, however, because securities prices 
fluctuate.

Convertible securities generally are subordinated to other similar 
but non-convertible securities of the same issuer, although 
convertible bonds, such as corporate debt obligations, enjoy 
seniority in right of payment to all equity securities, and 
convertible preferred stock is senior to common stock, of the same 
issuer.  Because of the subordination feature, however, convertible 
securities typically have lower ratings than similar nonconvertible 
securities.

WARRANTS.  Because a warrant does not carry with it the right to 
dividends or voting rights with respect to the securities that the 
warrant holder is entitled to purchase, and because it does not 
represent any rights to the assets of the issuer, a warrant may be 
considered more speculative than certain other types of investments.  
In addition, the value of a warrant does not necessarily change with 
the value of the underlying securities and a warrant ceases to have 
value if it is not exercised prior to its expiration date.  Warrants 
acquired by an Underlying Smith Barney Fund in units or attached to 
securities may be deemed to be without value.

PREFERRED STOCK.  Preferred stocks, like debt obligations, are 
generally fixed-income securities.  Shareholders of preferred stocks 
normally have the right to receive dividends at a fixed rate when and 
as declared by the issuer's board of directors, but do not 
participate in other amounts available for distribution by the 
issuing corporation.  Dividends on the preferred stock may be 
cumulative, and all cumulative dividends usually must be paid prior 
to common shareholders receiving any dividends.  Preferred stock 
dividends must be paid before common stock dividends and, for that 
reason, preferred stocks generally entail less risk than common 
stocks.  Upon liquidation, preferred stocks are entitled to a 
specified liquidation preference, which is generally the same as the 
par or stated value, and are senior in right of payment to common 
stock.  Preferred stocks are, however, equity securities in the sense 
that they do not represent a liability of the issuer and, therefore, 
do not offer as great a degree of protection of capital or assurance 
of continued income as investments in corporate debt securities.  In 
addition, preferred stocks are subordinated in right of payment to 
all debt obligations and creditors of the issuer, and convertible 
preferred stocks may be subordinated to other preferred stock of the 
same issuer.

Investment Restrictions

The Concert Series has adopted the following investment restrictions 
for the protection of shareholders.  Restrictions 1 through 5 below 
have been adopted by the Concert Series with respect to each 
Portfolio as fundamental policies.  Under the 1940 Act, a fundamental 
policy of a Portfolio may not be changed without the vote of a 
majority, as defined in the 1940 Act, of the outstanding voting 
securities of the Portfolio.  Such majority is defined as the lesser 
of (a) 67% or more of the shares present at the meeting, if the 
holders of more than 50% of the outstanding shares of the Portfolio 
are present or represented by proxy, or (b) more than 50% of the 
outstanding shares.  Investment restrictions 7 through 15 may be 
changed by a vote of a majority of the Concert Series' Board of 
Directors at any time.

The investment policies adopted by the Concert Series prohibit a 
Portfolio from:

1. Borrowing 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,.

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

3. Engaging in the business if 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.

4. Purchasing or selling 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 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.

5. Issuing "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.

6. Purchasing securities on margin.

7. Making short sales of securities or maintaining a short position.

8. Pledging, hypothecating, mortgaging or otherwise encumbering more 
than 33-1/3% of the value of a Portfolio's total assets.

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

10. Writing or selling puts, calls, straddles, spreads or combinations 
thereof.

11. Purchasing restricted securities, illiquid securities (such as 
repurchase agreements with maturities in excess of seven days) or 
other securities that are not readily marketable.

12. Purchasing any security if as a result the Portfolio would then 
have more than 5% of its total assets invested in securities of 
companies (including predecessors) that have been in continuous 
operation for fewer than three years (except for Underlying Smith 
Barney Funds).

13. Making investments for the purpose of exercising control or 
management.

14. Purchasing or retaining securities of any company if, to the 
knowledge of the Concert Series, any officer or director of the 
Concert Series or TIA individually owns more than 1/2 of 1% of the 
outstanding securities of such company and together they own 
beneficially more than 5% of such securities.

The Concert Series may make commitments more restrictive than the 
restrictions listed above with respect to a Portfolio so as to permit 
the sale of shares of the Portfolio in certain states.  Should the 
Concert Series determine that any such commitment is no longer in the 
best interests of the Portfolio and its shareholders, the Concert 
Series will revoke the commitment by terminating the sale of shares 
of the Portfolio in the relevant state.  The percentage limitations 
contained in the restrictions listed above (other than with respect 
to (1) above) apply at the time of purchases of securities.

Notwithstanding the foregoing investment restrictions, the Underlying 
Smith Barney Funds in which the Portfolios invest have adopted 
certain investment restrictions which may be more or less restrictive 
than those listed above, thereby permitting a Portfolio to engage in 
investment strategies indirectly that are prohibited under the 
investment restrictions listed above.  The investment restrictions of 
an Underlying Smith Barney Fund are located in its Statement of 
Additional Information.

Under Rule 12d(1)(G) of the 1940 Act, each Select Portfolio may 
invest substantially all of its assets in the Underlying Smith Barney 
Funds.

Because of their investment objectives and policies, the Select 
Portfolios will each concentrate more than 25% of their assets in the 
mutual fund industry.  In accordance with the Select Portfolios' 
investment programs set forth in the Prospectus, each of the 
Portfolios may invest more than 25% of its assets in certain 
Underlying Smith Barney Funds.  However, each of the Underlying Smith 
Barney Funds in which each Fund will invest (other than the Smith 
Barney Utilities Fund) will not concentrate more than 25% of its 
total assets in any one industry.  The Smith Barney Utilities Fund 
will invest at least 65% of its assets in securities of companies in 
the utility industries.

Portfolio Turnover

Each Portfolio's turnover rate is not expected to exceed 25% 
annually.  A Portfolio may purchase or sell securities to: (a) 
accommodate purchases and sales of its shares, (b) change the 
percentages of its assets invested in each of the Underlying Smith 
Barney Funds in response to market conditions, and (c) maintain or 
modify the allocation of its assets between equity and fixed income 
funds and among the Underlying Smith Barney Funds within the 
percentage limits described in the Prospectus.

The turnover rates of the Underlying Smith Barney Funds have ranged 
from 1% to 367% during their most recent fiscal years.  There can be 
no assurance that the turnover rates of these funds will remain 
within this range during subsequent fiscal years.  Higher turnover 
rates may result in higher expenses being incurred by the Underlying 
Smith Barney Funds.

PURCHASE OF SHARES

The Concert Series offers its shares of capital stock on a continuous 
basis.  Shares can only be acquired by buying a Contract from a life 
insurance company designated by Concert Series and directing the 
allocation of part or all of the net purchase payment to one or more 
of five subaccounts (the "Subaccounts"), each of which invests in a 
Select Portfolio as permitted under the Contract prospectus.  
Investors should read this Statement of Additional Information and 
the Fund's Prospectus for the Select Portfolios dated April 30, 1998 
along with the Contract prospectus.





Sales Charges and Surrender Charges

The Concert Series does not assess any sales charge, either when it 
sells or when it redeems shares of a Portfolio.  Surrender charges 
may be assessed under the Contract, as described in the Contract 
prospectus.  Mortality and expense risk fees and other charges are 
also described in that prospectus.


REDEMPTION OF SHARES

The Concert Series will redeem any shares of the Select Portfolios 
presented by the Subaccounts, its sole shareholders, for redemption.  
The Subaccounts' policy on when or whether to buy or redeem Portfolio 
shares is described in the Contract prospectus.

Payment upon redemption of shares of a Portfolio is normally made 
within three days of receipt of such request.  The right of 
redemption of shares of a Portfolio may be suspended or the date of 
payment postponed (a) for any periods during which the New York Stock 
Exchange, Inc. ("NYSE") is closed (other than for customary weekend 
and holiday closings), (b) when trading in the markets the Portfolio 
customarily utilizes is restricted, or an emergency, as defined by 
the rules and regulations of the SEC, exists, making disposal of the 
Portfolio's investments or determination of its net asset value not 
reasonably practicable, or (c) for such other periods as the SEC by 
order may permit for the protection of the Portfolio's shareholders.

Should the redemption of shares of a Portfolio be suspended or 
postponed, the Concert Series' Board of Directors may make a 
deduction from the value of the assets of the Portfolio to cover the 
cost of future liquidations of the assets so as to distribute fairly 
these costs among all owners of the Contract.


VALUATION OF SHARES

The net asset value of each Portfolio's Classes of Shares will be 
determined on any day that the NYSE is open.  The NYSE is closed on 
the following holidays: New Year's Day, Martin Luther King, Jr. Day, 
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor 
Day, Thanksgiving Day and Christmas Day, 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 each Select Portfolio in valuing its assets.

The value of each Underlying Smith Barney Fund will be its net asset 
value at the time of computation.  Short-term investments that have a 
maturity of more than 60 days are valued at prices based on market 
quotations for securities of similar type, yield and maturity.  
Short-term investments that have a maturity of 60 days or less are 
valued at amortized cost, which constitutes fair value as determined 
by the Concert Series' Board of Directors.  Amortized cost involves 
valuing an instrument at its original cost to the Portfolio 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.


PERFORMANCE

From time to time, the Concert Series may quote a Portfolio's yield 
or total return in advertisements or in reports and other 
communications to shareholders.  The Concert Series may include 
comparative performance information in advertising or marketing the 
Portfolio's shares.  Such performance information may include data 
from the following industry and financial publications: BARRON'S, 
BUSINESS WEEK, CDA INVESTMENT TECHNOLOGIES, INC., CHANGING TIMES, 
FORBES, FORTUNE, INSTITUTIONAL INVESTOR, INVESTORS BUSINESS DAILY, 
MONEY, MORNINGSTAR MUTUAL FUND VALUES, THE NEW YORK TIMES, USA TODAY 
and THE WALL STREET JOURNAL.

Yield

A Portfolio's 30-day yield figure described below is calculated 
according to a formula prescribed by the SEC.  The formula can be 
expressed as follows: YIELD = 2[( [(a-b/(c*d))/1] + 1)6 - 1], where:

	a =	dividends and interest earned during the period.
	b =	expenses accrued for the period (net of reimbursement).
	c =	the average daily number of shares outstanding during the 
period that were entitled to receive dividends.
	d =	the maximum offering price per share on the last day of 
the period.

For the purpose of determining the interest earned (variable "a" in 
the formula) on debt obligations purchased by the Portfolio at a 
discount or premium, the formula generally calls for amortization of 
the discount or premium; the amortization schedule will be adjusted 
monthly to reflect changes in the market values of the debt 
obligations.

Investors should recognize that in periods of declining interest 
rates a Portfolio's yield will tend to be somewhat higher than 
prevailing market rates, and in periods of rising interest rates, the 
Portfolio's yield will tend to be somewhat lower.  In addition, when 
interest rates are falling, the inflow of net new money to the 
Portfolio from the continuous sale of its shares will likely be 
invested in portfolio instruments producing lower yields than the 
balance of the Portfolio's investments, thereby reducing the current 
yield of the Portfolio.  In periods of rising interest rates, the 
opposite can be expected to occur.

Average Annual Total Return

"Average annual total return" figures, as described below, 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.

	Each Select Portfolio's average annual total return with respect 
to its Shares for the one-year period, five-year period, if any, and 
for the life of the Portfolio ended January 31, 1998 is as follows:


	One Year	Five Years	Life	Inception Date

High Growth 	N/A	N/A	10.60%	2/5/97

Growth	N/A	N/A	12.80	2/5/97	

Balanced	N/A	N/A	12.80	2/5/97

Conservative	N/A	N/A	13.80	2/5/97

Income	N/A	N/A	12.90	2/5/97


TAXES

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

Tax Status of the Portfolios

Each Portfolio will be treated as a separate taxable entity for 
Federal income tax purposes.

Each Portfolio intends to qualify separately each year as a 
"regulated investment company" under the Code.  A qualified Portfolio 
will not be liable for Federal income taxes to the extent that its 
taxable net investment income and net realized capital gains are 
distributed to its shareholders, provided that each Portfolio 
distributes at least 90% of its net investment income.

Each Portfolio intends to accrue dividend income for Federal income 
tax purposes in accordance with the rules applicable to regulated 
investment companies.  In some cases, these rules may have the effect 
of accelerating (in comparison to other recipients of the dividend) 
the time at which the dividend is taken into account by a Portfolio 
as taxable income.

Distributions of an Underlying Smith Barney Fund's investment company 
taxable income are taxable as ordinary income to a Portfolio which 
invests in the Fund.  Distributions of the excess of an Underlying 
Smith Barney Fund's net long-term capital gain over its net short-
term capital loss, which are properly designated as "capital gain 
dividends," are taxable as long-term capital gain to a Portfolio 
which invests in the Fund, regardless of how long the Portfolio held 
the Fund's shares, and are not eligible for the corporate dividends-
received deduction.  Upon the sale or other disposition by a 
Portfolio of shares of any Underlying Smith Barney Fund, the 
Portfolio generally will realize a capital gain or loss which will be 
long-term or short-term, generally depending upon the Portfolio's 
holding period for the shares.


Tax Treatment of Shareholders

The Concert Series has been informed that certain of the life 
insurance companies offering Contracts intend to qualify each of the 
Subaccounts as a "segregated asset account" within the meaning of the 
Code.  For a Subaccount to quality as a segregated asset account, the 
Select Portfolio in which such Subaccount holds shares must meet the 
diversification requirements of Section 817(h) of the Code and the 
regulations promulgated thereunder.  To meet those requirements, a 
Select Portfolio may not invest more than certain specified 
percentages of its assets in the securities of any one, two, three or 
four issuers.  However, certain increases are made to the percentage 
limitations to the extent of investments in United States Treasury 
obligations.  For these purposes, all obligations of the United 
States Treasury and each instrumentality are treated as securities of 
separate issuers.

Income on assets of a Subaccount qualified as a segregated asset 
account whose underlying investments are adequately diversified will 
not be taxable to Contract owners.  However, in the event a 
Subaccount is not so qualified, all annuities allocating any amount 
of premiums to such Subaccount will not qualify as annuities for 
federal income tax purposes and the holders of such annuities would 
be taxed on any income on the annuities during the period of 
disqualification.

The Concert Series has undertaken to meet the diversification 
requirements of Section 817(h) of the Code.  This undertaking may 
limit the ability of a particular Select Portfolio to make certain 
otherwise permitted investments.




Taxation of the Underlying Smith Barney Funds

Each Underlying Smith Barney Fund intends to qualify annually and 
elect to be treated as a regulated investment company under 
Subchapter M of the Code.  In any year in which an Underlying Smith 
Barney Fund qualifies as a regulated investment company and timely 
distributes all of its taxable income, the Underlying Smith Barney 
Fund generally will not pay any federal income or excise tax.

If more than 50% in value of an Underlying Smith Barney Fund's assets 
at the close of any taxable year consists of stocks or securities of 
foreign corporations, that Underlying Smith Barney Fund may elect to 
treat certain foreign taxes paid by it as paid by its shareholders.  
The shareholders would then be required to include their 
proportionate share of the electing Fund's foreign income and related 
foreign taxes in income even if the shareholder does not receive the 
amount representing foreign taxes.  Shareholders itemizing deductions 
could then deduct the foreign taxes, or, whether or not deductions 
are itemized but subject to certain limitations, claim a direct 
dollar for dollar tax credit against their U.S. federal income tax 
liability attributable to foreign income.  In many cases, a foreign 
tax credit will be more advantageous than a deduction for foreign 
taxes.  Each of the Portfolios may invest in some Underlying Smith 
Barney Funds that expect to be eligible to make the above-described 
election.  While a Portfolio will be able to deduct the foreign taxes 
that it will be treated as receiving if the election is made, the 
Portfolio will not itself be able to elect to treat its foreign taxes 
as paid by its shareholders.  Accordingly, the shareholders of the 
Portfolio will not have an option of claiming a foreign tax credit 
for foreign taxes paid by the Underlying Smith Barney Funds, while 
persons who invest directly in such Underlying Smith Barney Funds may 
have that option.

General

The foregoing discussion related only to Federal income tax law as 
applicable to U.S. citizens.  Distributions by the Portfolio also may 
be subject to state, local and foreign taxes, and their treatment 
under state, local and foreign income tax laws may differ from the 
Federal income tax treatment.  Shareholders should consult their tax 
advisors with respect to particular questions of Federal, state, 
local and foreign taxation.


VOTING

Voting Rights

The Concert Series offers shares of the Select High Growth, Select 
Growth, Select Balanced, Select Conservative and Select Income 
Portfolios only for purchase by insurance company separate accounts.  
Thus, the insurance company is technically the shareholder of these 
Portfolios, and under the 1940 Act, is deemed to be in control of 
these Portfolios.  Nevertheless, with respect to any Concert Series 
shareholder meeting, an insurance company will solicit and accept 
timely voting instruction from its contract owners who own units in a 
separate account investment division which corresponds to shares in 
the Select Portfolios in accordance with the procedures set forth in 
the accompanying prospectus of the applicable contract issued by the 
insurance company and to the extent required by law.  Shares of the 
Concert Series attributable to contract owner interests for which no 
voting instructions are received will be voted by an insurance 
company in proportion to the shares for which voting instructions are 
received.

Each share of a Portfolio represents an equal proportionate interest 
in that Portfolio with each other share of the same Portfolio and is 
entitled to such dividends and distributions out of the net income of 
that Portfolio as are declared in the discretion of the Directors.  
Shareowners are entitled to one vote for each share held and will 
vote by individual Portfolio except to the extent required by the 
1940 Act.  The Concert Series is not required to hold annual 
shareowner meetings, although special meetings may be called for the 
Concert Series as a whole, or a specific Portfolio, for purposes such 
as electing or removing Directors, changing fundamental policies or 
approving a management contract.  Shareowners may cause a meeting of 
shareowners to be held upon a vote of 10% of the Fund's outstanding 
shares for the purposes of voting on the removal of Directors.

As used in the Prospectus and this Statement of Additional 
Information, a "vote of a majority of the outstanding voting 
securities" means the affirmative vote of the lesser of (a) more than 
50% of the outstanding shares of the Concert Series (or the affected 
Portfolio) or (b) 67% or more of such shares present at a meeting if 
more than 50% of the outstanding shares of the Concert Series (or the 
affected Portfolio are represented at the meeting in person or by 
proxy.  A Portfolio shall be deemed to be affected by a matter unless 
it is clear that the interests of each Portfolio in the matter are 
identical or that the matter does not affect any interest of the 
Portfolio.  The approval of a management agreement, a distribution 
agreement or any change in a fundamental investment policy would be 
effectively acted upon with respect to a Portfolio only if approved 
by a "vote of a majority of the outstanding voting securities" of the 
Portfolio affected by the matter; however, the ratification of 
independent accountants and the election of directors are not subject 
to separate voting requirements and may be effectively acted upon by 
a vote of the holders of a majority of all Concert Series shares 
voting without regard to Portfolio.  



ADDITIONAL INFORMATION

The Concert Series was incorporated in Maryland on August 11, 1995.

Portfolio securities and cash owned by the Concert Series are held in 
the custody of PNC Bank, National Association, 17th and Chestnut 
Streets, Philadelphia, Pennsylvania 19103.

In the event of the liquidation or dissolution of the Concert Series, 
shareholders of a Portfolio are entitled to receive the assets 
belonging to that Portfolio that are available for distribution and a 
proportionate distribution, based upon the relative net assets of the 
respective Portfolios, of any general assets not belonging to any 
particular Portfolio that are available for distribution.

FINANCIAL STATEMENTS

The Concert Series'  Annual Report for the fiscal year ended  January 
31, 1998 is incorporated herein by reference in its entirety.



APPENDIX - RATINGS OF DEBT OBLIGATIONS

BOND (AND NOTE) RATINGS

Moody's Investors Services, Inc. ("Moody's")

Aaa - Bonds that are rated "Aaa" are judged to be of the best 
quality.  They carry the smallest degree of investment risk and are 
generally referred to as "gilt edged." Interest payments are 
protected by a large or by an exceptionally stable margin and 
principal is secure.  While the various protective elements are 
likely to change, such changes as can be visualized are most unlikely 
to impair the fundamentally strong position of such issues.

Aa - Bonds that are rated "Aa" are judged to be of high quality by 
all standards.  Together with the "Aaa" group they comprise what are 
generally known as high grade bonds.  They are rated lower than the 
best bonds because margins of protection may not be as large as in 
"Aaa" securities or fluctuation of protective elements may be of 
greater amplitude or there may be other elements present that make 
the long term risks appear somewhat larger than in "Aaa" securities.

A - Bonds that are rated "A" possess many favorable investment 
attributes and are to be considered as upper medium grade 
obligations.  Factors giving security to principal and interest are 
considered adequate but elements may be present that suggest a 
susceptibility to impairment sometime in the future.

Baa - Bonds that are rated "Baa" are considered as medium grade 
obligations, i.e., they are neither highly protected nor poorly 
secured.  Interest payments and principal security appear adequate 
for the present but certain protective elements may be lacking or may 
be characteristically unreliable over any great length of time.  Such 
bonds lack outstanding investment characteristics and in fact have 
speculative characteristics as well.

Ba - Bonds which are rated "Ba" are judged to have speculative 
elements; their future cannot be considered as well assured.  Often 
the protection of interest and principal payments may be very 
moderate and thereby not well safeguarded during both good and bad 
times over the future.  Uncertainty of position characterizes bonds 
in this class.

B - Bonds which are rated "B" generally lack characteristics of the 
desirable investment.  Assurance of interest and principal payments 
or of maintenance of other terms of the contract over any long period 
of time may be small.

Caa - Bonds which are rated "Caa" are of poor standing.  Such issues 
may be in default or there may be present elements of danger with 
respect to principal or interest.

Ca - Bonds which are rated "Ca" represent obligations which are 
speculative in a high degree.  Such issues are often in default or 
have other marked shortcomings.

C - Bonds which are rated "C" are the lowest class of bonds and 
issues so rated can be regarded as having extremely poor prospects of 
ever attaining any real investment standing.

Con (..) - Bonds for which the security depends upon the completion 
of some act or the fulfillment of some condition are rated 
conditionally.  These are bonds secured by (a) earnings of projects 
under construction, (b) earnings of projects unseasoned in operating 
experience, (c) rentals which begin when facilities are completed, or 
(d) payments to which some other limiting condition attaches.  
Parenthetical rating denotes probable credit stature upon completion 
of construction or elimination of basis of condition.

Note: The modifier 1 indicates that the security ranks in the higher 
end of its generic rating category; the modifier 2 indicates a mid-
range ranking; and the modifier 3 indicates that the issue ranks in 
the lower end of its generic rating category.

Standard & Poor's Ratings Group ("S&P") 

AAA - Debt rated "AAA" has the highest rating assigned by S&P.  
Capacity to pay interest and repay principal is extremely strong.  

AA - Debt rated "AA" has a very strong capacity to pay interest and 
repay principal and differs from the highest rated issues only in 
small degree.

A - Debt rated "A" has a strong capacity to pay interest and repay 
principal although it is somewhat more susceptible to the adverse 
effects of changes in circumstances and economic conditions than debt 
in higher rated categories.

BBB - Debt rated "BBB" is regarded as having an adequate capacity to 
pay interest and repay principal.  Whereas it normally exhibits 
adequate protection parameters, adverse economic conditions or 
changing circumstances are more likely to lead to a weakened capacity 
to pay interest and repay principal for debt in this category than in 
higher rated categories.

BB, B, CCC, CC, C - Debt rated "BB", "B", "CCC", "CC" and "C" is 
regarded, on balance, as predominantly speculative with respect to 
capacity to pay interest and repay principal in accordance with the 
terms of the obligation.  'BB' indicates the lowest degree of 
speculation and 'C' the highest degree of speculation.  While such 
debt will likely have some quality and protective characteristics, 
these are outweighed by large uncertainties or major risk exposures 
to adverse conditions.

Plus (+) or Minus (-): The ratings from "AA" to "B" may be modified 
by the addition of a plus or minus to show relative standing within 
the major rating categories.

Provisional Ratings: The letter "p" indicates that the rating is 
provisional.  A provisional rating assumes the successful completion 
of the project being financed by the debt being rated and indicates 
that payment of debt service requirements is largely or entirely 
dependent upon the successful and timely completion of the project.  
This rating, however, while addressing credit quality subsequent to 
completion of the project, makes no comment on the likelihood of, or 
the risk of default upon failure of, such completion.  The investor 
should exercise judgment with respect to such likelihood and risk.

L - The letter "L" indicates that the rating pertains to the 
principal amount of those bonds where the underlying deposit 
collateral is fully insured by the FDIC.

+ Continuance of the rating is contingent upon S&P's receipt of 
closing documentation confirming investments and cash flow.

* Continuance of the rating is contingent upon S&P's receipt of an 
executed copy of the escrow agreement.

"NR" Indicates no rating has been requested, that there is 
insufficient information on which to base a rating, or that S&P does 
not rate a particular type of obligation as a matter of policy.

COMMERCIAL PAPER RATINGS

Moody's 

Issuers rated "Prime-1" (or related supporting institutions) have a 
superior capacity for repayment of short-term promissory obligations. 
Prime-1 repayment will normally be evidenced by the following 
characteristics: leading market positions in well-established 
industries; high rates of return on funds employed; conservative 
capitalization structures with moderate reliance on debt and ample 
asset protection; broad margins in earnings coverage of fixed 
financial charges and high internal cash generation; well-established 
access to a range of financial markets and assured sources of 
alternate liquidity.

Issuers rated "Prime-2" (or related supporting institutions) have 
strong capacity for repayment of short-term promissory obligations.  
This will normally be evidenced by many of the characteristics cited 
above but to a lesser degree.  Earnings trends and coverage ratios, 
while sound, will be more subject to variation.  Capitalization 
characteristics, while still appropriate, may be more affected by 
external conditions.  Ample alternate liquidity is maintained.  

S&P

A-1 - This designation indicates that the degree of safety regarding 
timely payment is either overwhelming or very strong.  Those issuers 
determined to possess overwhelming safety characteristics will be 
noted with a plus (+) sign designation.

A-2 - Capacity for timely payment on issues with this designation is 
strong.  However, the relative degree of safety is not as high as for 
issues designated A-1.


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