Filed with the Securities and Exchange Commission on November 19, 1996    



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

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933					[X]
   
Pre-Effective Amendment No.					[   ]
Post-Effective Amendment No. 5					[X]
    
and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940			[X]
   
Amendment No. 6						[X]
    

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

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

Registrant's Telephone Number, including Area Code: 212-723-9218

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

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

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





SMITH BARNEY CONCERT SERIES INC.

FORM N-1A
CROSS REFERENCE SHEET


Part A
Item No.

Heading in the Prospectus


1. Cover Page

Cover Page


2.  Synopsis
Prospectus Summary


3.  Condensed Financial Information
Not Applicable


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


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


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


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


8.  Redemption or Repurchase


Redemption of Shares

9.  Legal Proceedings
Not Applicable





Part B
Item No.

Heading in Statement of Additional 
Information



10.  Cover Page

Cover Page


11.  Table of Contents
Table of Contents


12.  General Information and History
Not Applicable


13. Investment Objectives and 
Policies
Investment Objectives and Management 
Policies


14.  Management of the Fund
Management of the Concert Series


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



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


17.  Brokerage Allocation and Other 
Practices


Not Applicable

18.  Capital Stock and Other 
Securities
Additional Information


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


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


21.  Underwriters
Not Applicable



22. Calculation of Performance Data
Performance


23.  Financial Statements
Financial Statements




PART A

   The Prospectus for Class A, Class B, Class C and Class Y shares of the High 
Growth,  Growth, Balanced, Conservative and Income Portfolios of Smith Barney 
Concert Series Inc. (the "Fund") is incorporated by reference to Part A of 
Post-Effective Amendment No. 1 to the Fund's Registration Statement filed on 
August 7, 1996 (Accession No. 91155-96-315).

The Prospectus for the Select High Growth, Select Growth, Select Balanced, 
Select Conservative and Select Income Portfolios of the Fund is incorporated 
by reference to Part A of Post-Effective Amendment No. 4 to the Fund's 
Registration Statement filed on October 31, 1996 (Accession No. 91155-96-
000448)

The Prospectus for Class Z shares of the Growth, High Growth, Balanced, 
Conservative and Income Portfolios of the Fund is filed herein.
<PAGE>
 
 
                                                                    SMITH BARNEY
                                                                         CONCERT
                                                                     SERIES INC.
                                                             Class Z Shares Only
                                                               November 19, 1996
 
                                                   PROSPECTUS BEGINS ON PAGE ONE
 
 
[LOGO] SMITH BARNEY MUTUAL FUNDS
       Ivesting for your future.
       Everyday.
<PAGE>
 
PROSPECTUS                                                    NOVEMBER 19, 1996
 
388 Greenwich Street
New York, New York 10013
(212) 723-9218
 
 Smith Barney Concert Series Inc. (the "Concert Series" or "Series") offers ten
professionally managed investment portfolios, five of which are offered by this
Prospectus (each, a "Portfolio"). Each Portfolio seeks to achieve its objective
by investing in a number of other Smith Barney Mutual Funds ("Underlying Smith
Barney Funds").
 
    The High Growth Portfolio seeks capital appreciation.
    The Growth Portfolio seeks long-term growth of capital.
    The Balanced Portfolio seeks a balance of growth of capital and income.
    The Conservative Portfolio seeks income and, secondarily, long-term
    growth of capital.
    The Income Portfolio seeks high current income.
 
 This Prospectus sets forth concisely certain information about the Concert
Series and each of the Portfolios, that prospective investors will find helpful
in making an investment decision. Investors are encouraged to read this Pro-
spectus carefully and retain it for future reference.
 
 The Class Z shares described in this Prospectus are currently offered exclu-
sively for sale to tax-exempt employee benefit and retirement plans of Smith
Barney Inc. ("Smith Barney") or any of its affiliates ("Qualified Plans") and
to certain unit investment trusts sponsored by Smith Barney or any of its
affiliates ("Smith Barney UITs").
 
 Additional information about the Concert Series and each of the Portfolios is
contained in a Statement of Additional Information dated August 5, 1996, as
amended November 19, 1996, and as amended or supplemented from time to
time, that is available upon request and without charge by calling or writing 
the Concert Series at the telephone number
or address set forth above or by contacting a Smith Barney Financial Consul-
tant. The Statement of Additional Information has been filed with the Securi-
ties and Exchange Commission (the "SEC") and is incorporated by reference into
this Prospectus in its entirety.
 
SMITH BARNEY INC.
Distributor
 
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Investment Adviser and Administrator
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
 
                                                                               1
<PAGE>
 
TABLE OF CONTENTS
 
<TABLE>
<S>                                            <C>
THE FUND'S EXPENSES                              3
--------------------------------------------------
WHY INVEST IN THE CONCERT SERIES                 4
--------------------------------------------------
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES    4
--------------------------------------------------
RISK FACTORS AND SPECIAL CONSIDERATIONS          6
--------------------------------------------------
PORTFOLIO TURNOVER                               7
--------------------------------------------------
INVESTMENT RESTRICTIONS                          7
--------------------------------------------------
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS     7
--------------------------------------------------
VALUATION OF SHARES                             15
--------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES              16
--------------------------------------------------
PURCHASE, EXCHANGE AND REDEMPTION OF SHARES     16
--------------------------------------------------
PERFORMANCE                                     17
--------------------------------------------------
MANAGEMENT OF THE FUND                          17
--------------------------------------------------
ADDITIONAL INFORMATION                          19
--------------------------------------------------
APPENDIX                                       A-1
--------------------------------------------------
</TABLE>
 
-------------------------------------------------------------------------------
 No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information or
representations must not be relied upon as having been authorized by the Fund
or the distributor. This Prospectus does not constitute an offer by the Fund
or the distributor to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction.
-------------------------------------------------------------------------------
 
2
<PAGE>
 
THE FUND'S EXPENSES
 
 The following expense table lists the costs and expenses an investor will
incur either directly or indirectly as a shareholder of Class Z shares of each
Portfolio, based on estimates of the Portfolios' operating expenses for its
first full year of operation.
 
<TABLE>
<CAPTION>
                                                           APPLICABLE TO
                                                           EACH PORTFOLIO
-------------------------------------------------------------------------
  <S>                                                      <C>
  ANNUAL PORTFOLIO OPERATING EXPENSES (AS A PERCENTAGE OF
   AVERAGE NET ASSETS)
    Management fees                                            0.35%
    Other expenses                                              None
-------------------------------------------------------------------------
  TOTAL PORTFOLIO OPERATING EXPENSES                           0.35%
-------------------------------------------------------------------------
</TABLE>
 
 The nature of the services for which each Portfolio pays management fees is
described under "Management of the Portfolios."
 
 The Portfolios will invest only in Class Y shares of the Underlying Smith Bar-
ney Funds and, accordingly, will not pay any sales load or 12b-1 service or
distribution fees in connection with their investments in shares of the Under-
lying Smith Barney Funds. The Portfolios, however, will indirectly bear their
pro rata share of the fees and expenses incurred by the Underlying Smith Barney
Funds that are applicable to Class Y shareholders. The investment returns of
each Portfolio, therefore, will be net of the expenses of the Underlying Smith
Barney Funds in which it is invested. The following chart shows the expense
ratios applicable to Class Y shareholders of each Underlying Smith Barney Fund
held by a Portfolio, based on estimated operating expenses for its current fis-
cal year:
 
<TABLE>
<CAPTION>
UNDERLYING SMITH BARNEY FUND                    EXPENSE RATIO
-------------------------------------------------------------
<S>                                             <C>
Smith Barney Aggressive Growth Fund Inc.            0.84%
Smith Barney Appreciation Fund Inc.                 0.69%
Smith Barney Equity Funds
 Smith Barney Growth and Income Fund                0.87%
Smith Barney Fundamental Value Fund Inc.            0.90%
Smith Barney Funds, Inc.
 Equity Income Portfolio                            0.67%
 Short-Term U.S. Treasury Securities Portfolio      0.54%
Smith Barney Income Funds
 Smith Barney High Income Fund                      0.76%
 Smith Barney Utilities Fund                        0.78%
 Smith Barney Premium Total Return Fund             0.87%
 Smith Barney Convertible Fund                      1.00%
 Smith Barney Diversified Strategic Income Fund     0.69%
Smith Barney Investment Funds Inc.
 Smith Barney Managed Growth Fund                   0.95%
 Smith Barney Special Equities Fund                 0.86%
 Smith Barney Government Securities Fund            0.64%
 Smith Barney Investment Grade Bond Fund            0.76%
Smith Barney Managed Governments Fund Inc.          0.78%
Smith Barney Money Funds, Inc.
 Cash Portfolio                                     0.46%
Smith Barney Natural Resources Fund Inc.            1.74%
Smith Barney World Funds, Inc.
 International Equity Portfolio                     0.98%
 Emerging Markets Portfolio                         1.40%
 International Balanced Portfolio                   1.07%
 Global Government Bond Portfolio                   0.95%
-------------------------------------------------------------
</TABLE>
 
 Based on each Portfolio's estimated annual operating expenses plus a weighted
average of the Class Y expense ratios of Underlying Smith Barney Funds in which
each Portfolio is expected to invest at the commencement of investment opera-
tions, the approximate expense ratios are expected to be as follows: High
Growth Portfolio, Class Z 1.26%; Growth Portfolio, Class Z 1.20%; Balanced
Portfolio, Class Z 1.13%; Conservative Portfolio, Class Z 1.11%; and Income
Portfolio, Class Z 1.05%. The expense ratios may be higher or lower depending
on the allocation of the Underlying Smith Barney Funds within a Portfolio.
 
                                                                               3
<PAGE>
 
THE FUND'S EXPENSES (CONTINUED)
 
 
 EXAMPLE
 
 The following example is intended to assist an investor in understanding the
various costs that an investor in each of the Portfolios will bear directly or
indirectly. The example assumes payment by each Portfolio of operating expenses
at the levels set forth in the table above. The example also reflects each
Portfolio's pro rata share of the Class Y expenses of the Underlying Smith Bar-
ney Funds (see preceding paragraph) in which it is currently invested in.
 
<TABLE>
<CAPTION>
                         AN INVESTOR    AN INVESTOR
                          WOULD PAY      WOULD PAY
                        THE FOLLOWING  THE FOLLOWING
                        EXPENSES ON A   EXPENSES ON
                            $1,000        THE SAME
                         INVESTMENT,    INVESTMENT,
                           ASSUMING       ASSUMING
                          (1) 5.00%       THE SAME
                        ANNUAL RETURN  ANNUAL RETURN
                             AND       BUT WITHOUT A
                        (2) REDEMPTION REDEMPTION AT
                          AT THE END     THE END OF
                         OF EACH TIME    EACH TIME
                           PERIOD:        PERIOD:
                        -------------- --------------
                        1 YEAR 3 YEARS 1 YEAR 3 YEARS
-----------------------------------------------------
<S>                     <C>    <C>     <C>    <C>
 High Growth Portfolio   $13     $40    $13     $40
 Growth Portfolio         12      38     12      38
 Balanced Portfolio       12      36     12      36
 Conservative Portfolio   11      35     11      35
 Income Portfolio         11      33     11      33
-----------------------------------------------------
</TABLE>
 
 The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Fund's actual return will vary and may be
greater or less than 5.00%. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTA-
TION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
 
WHY INVEST IN THE CONCERT SERIES
 
 
 The proliferation of mutual funds over the last several years has left many
investors in search of a simple means to manage their long-term investments.
With new investment categories emerging each year and with each mutual fund
reacting differently to political, economic and business events, many investors
are forced to make complex investment decisions in the face of limited experi-
ence, time and personal resources. The Portfolios are designed to meet the
needs of investors who prefer to have their asset allocation decisions made by
professional money managers, are looking for an appropriate core investment for
their retirement portfolio and appreciate the advantages of broad diversifica-
tion. The Portfolios may be most appropriate for long-term investors planning
for retirement, particularly investors in tax-advantaged retirement accounts
including IRAs, 401(k) corporate employee savings plans, 403(b) non-profit
organization savings plans, profit-sharing and money-purchase pension plans,
and other corporate pension and savings plans.
 
 The Concert Series will be managed so that each Portfolio can serve as a com-
plete investment program or as a core part of a larger portfolio. Each of the
Portfolios invests in a select group of Underlying Smith Barney Funds suited to
the Portfolio's particular investment objective. The allocation of assets among
Underlying Smith Barney Funds within each Portfolio is determined by Smith Bar-
ney Mutual Funds Management Inc. ("SBMFM") according to fundamental and quanti-
tative analysis. Because the assets will be adjusted only periodically and only
within pre-determined ranges that will attempt to ensure broad diversification,
there should not be any sudden large-scale changes in the allocation of a Port-
folio's investments among Underlying Smith Barney Funds. The Concert Series is
not designed as a market timing vehicle, but rather as a simple and conserva-
tive approach to helping investors meet retirement and other long-term goals.
 
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES
 
 
 The Concert Series is an open-end, non-diversified, management investment com-
pany that currently offers ten managed investment portfolios, five of which are
offered by this Prospectus. Each portfolio seeks to achieve its investment
objective by investing within specified ranges among Underlying Smith Barney
Funds, as well as in repurchase agreements. Initially, each Portfolio will
invest in the Underlying Smith Barney Funds listed below.
 
 The investment manager for each Portfolio, SBMFM, will allocate investments
for each Portfolio among Underlying Smith Barney Funds based on its outlook for
the economy, financial markets and the relative performance of the Underlying
Smith Barney Funds. The allocation among the Underlying Smith Barney Funds will
be made within investment ranges established by the Board of Directors of the
Concert Series which designate minimum and maximum percentages for each of the
Underlying Smith Barney Funds.
 
4
<PAGE>
 
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES (CONTINUED)
 
 
 The High Growth Portfolio's investment objective is to seek capital apprecia-
tion. The Growth Portfolio's investment objective is to seek long-term growth
of capital. The Balanced Portfolio's investment objective is to seek a balance
of growth of capital and income. The Conservative Portfolio's investment objec-
tive is to seek income and, secondarily, long-term growth of capital. The
Income Portfolio's investment objective is to seek high current income. Each
Portfolio's investment objective is fundamental and may be changed only with
the approval of a majority of the Portfolio's outstanding shares. There can be
no assurance that any Portfolio's investment objective will be achieved.
 
 In investing in Underlying Smith Barney Funds, the Portfolios seek to maintain
different allocations between equity funds and fixed income funds (including
money market funds) depending on a Portfolio's investment objective. Allocating
investments between equity funds and fixed income funds permits each Portfolio
to attempt to optimize performance consistent with its investment objective.
The tables below illustrate the initial equity/fixed income fund allocation
targets and ranges for each Portfolio:
 
    Equity/Fixed Income Fund Range (Percent of Each Portfolio's Net Assets)
 
<TABLE>
<CAPTION>
TYPE OF FUND            TARGET  RANGE
---------------------------------------
<S>                     <C>    <C>
High Growth Portfolio
 Equity                  90%   80%-100%
 Fixed Income            10%    0%- 20%
Growth Portfolio
 Equity                  70%   60%- 80%
 Fixed Income            30%   20%- 40%
Balanced Portfolio
 Equity                  50%   40%- 60%
 Fixed Income            50%   40%- 60%
Conservative Portfolio
 Equity                  30%   20%- 40%
 Fixed Income            70%   60%- 80%
Income Portfolio
 Equity                  10%    0%- 20%
 Fixed Income            90%   80%-100%
---------------------------------------
</TABLE>
 
 The Portfolios invest their assets in the Underlying Smith Barney Funds listed
below within the ranges indicated.
 
           Investment Range (Percent of Each Portfolio's Net Assets)
 
<TABLE>
<CAPTION>
UNDERLYING SMITH BARNEY   HIGH GROWTH  GROWTH   BALANCED  CONSERVATIVE  INCOME
FUND                       PORTFOLIO  PORTFOLIO PORTFOLIO  PORTFOLIO   PORTFOLIO
--------------------------------------------------------------------------------
<S>                       <C>         <C>       <C>       <C>          <C>
Smith Barney Aggressive
Growth Fund Inc.             10-30%      0-15%     --          --          --
Smith Barney
Appreciation Fund Inc.        0-20%     10-30%    0-20%        --          --
Smith Barney Equity
Funds:
 Smith Barney Growth and
 Income Fund                  0-20%      0-20%    5-20%        --          --
Smith Barney Fundamental
Value Fund Inc.               0-20%     10-30%    0-20%        --          --
Smith Barney Funds,
Inc.:
 Equity Income Portfolio       --        0-20%    5-20%       5-20%       0-15%
 Short-Term U.S.
  Treasury Securities
  Portfolio                    --        0-15%    5-20%       5-20%       5-30%
Smith Barney Income
Funds:
 Smith Barney High
 Income Fund                  0-20%      5-20%    0-15%       0-20%       0-20%
 Smith Barney Utilities
 Fund                          --        0-20%    5-20%       5-20%       0-15%
 Smith Barney Premium
  Total Return Fund            --         --      5-20%       5-25%       0-15%
 Smith Barney
 Convertible Fund              --         --      5-20%       5-15%       0-15%
 Smith Barney
 Diversified Strategic
 Income Fund                   --         --      5-25%      10-30%      10-30%
Smith Barney Investment
Funds Inc.:
 Smith Barney Managed
 Growth Fund                  0-20%     10-30%    0-15%        --          --
 Smith Barney Special
 Equities Fund               10-30%      0-15%     --          --          --
 Smith Barney Government
  Securities Fund             0-15%      0-20%    0-20%       5-20%       5-20%
 Smith Barney Investment
  Grade Bond Fund             0-15%      0-15%     --          --         0-15%
Smith Barney Managed
 Governments Fund Inc.         --        0-15%    5-20%       5-25%       5-30%
Smith Barney Money
Funds, Inc.:
 Cash Portfolio               0-20%      0-20%    0-25%       0-30%       0-30%
Smith Barney Natural
Resources Fund Inc.           0-10%      0-10%    0-10%        --          --
Smith Barney World
Funds, Inc.:
 International Equity
 Portfolio                   10-25%      5-20%    0-15%       0-10%       0-10%
 Emerging Markets
 Portfolio                    0-20%       --       --          --          --
 International Balanced
 Portfolio                    0-15%      0-10%    0-10%       0-10%       0-10%
 Global Government Bond
 Portfolio                    0-15%      0-15%    0-15%       0-20%       0-20%
--------------------------------------------------------------------------------
</TABLE>
 
                                                                               5
<PAGE>
 
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES (CONTINUED)
 
 
 The Underlying Smith Barney Funds have been selected to represent a broad
spectrum of investment options for the Portfolios. The equity/fixed income
ranges and the investment ranges are based on the degree to which the Under-
lying Smith Barney Funds selected are expected in combination to be appropriate
for a Portfolio's particular investment objective. If, as a result of apprecia-
tion or depreciation, the percentage of a Portfolio's assets invested in an
Underlying Smith Barney Fund exceeds or is less than the applicable percentage
limitations set forth above, SBMFM will consider, in its discretion, whether to
reallocate the assets of the Portfolio to comply with the foregoing percentage
limitations. THE PARTICULAR UNDERLYING SMITH BARNEY FUNDS IN WHICH EACH PORTFO-
LIO MAY INVEST, THE EQUITY/FIXED INCOME FUND TARGETS AND RANGES AND THE INVEST-
MENT RANGES APPLICABLE TO EACH UNDERLYING SMITH BARNEY FUND MAY BE CHANGED FROM
TIME TO TIME BY THE CONCERT SERIES' BOARD OF DIRECTORS WITHOUT THE APPROVAL OF
THE PORTFOLIO'S SHAREHOLDERS.
 
 Each Portfolio can invest a certain portion of its cash reserves in repurchase
agreements. Each Portfolio may also invest its cash reserves in the Cash Port-
folio of Smith Barney Money Funds, Inc. A reserve position provides flexibility
in meeting redemptions, expenses and the timing of new investments, and serves
as a short-term defense during periods of unusual volatility.
 
 For information about the investment objectives of each of the Underlying
Smith Barney Funds and the investment techniques and the risks involved in the
Underlying Smith Barney Funds, please refer to "Description of the Underlying
Smith Barney Funds," the Appendix to this Prospectus, the Statement of Addi-
tional Information and the prospectus for each of the Underlying Smith Barney
Funds.
 
RISK FACTORS AND SPECIAL CONSIDERATIONS
 
 
 Non-Diversified Investment Company. The Concert Series is a "non-diversified"
investment company for purposes of the Investment Company Act of 1940, as
amended (the "1940 Act"), because it invests in the securities of a limited
number of mutual funds. However, the Underlying Smith Barney Funds themselves
are diversified investment companies (with the exception of the Global Govern-
ment Bond Portfolio, the International Balanced Portfolio and the Emerging Mar-
kets Portfolio). The Concert Series intends to qualify as a diversified invest-
ment company for the purposes of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code").
 
 Investing in Underlying Smith Barney Funds. The investments of each Portfolio
are concentrated in the Underlying Smith Barney Funds, so each Portfolio's
investment performance is directly related to the investment performance of the
Underlying Smith Barney Funds held by it. The ability of each Portfolio to meet
its investment objective is directly related to the ability of the Underlying
Smith Barney Funds to meet their objectives as well as the allocation among
those Underlying Smith Barney Funds by SBMFM. There can be no assurance that
the investment objective of any Portfolio or any Underlying Smith Barney Fund
will be achieved.
 
 Affiliated Persons. SBMFM, the investment manager of the Portfolios, and the
officers and directors of the Concert Series presently serve as investment
adviser, officers and directors, respectively, of many of the Underlying Smith
Barney Funds. Therefore, conflicts may arise as these persons fulfill their
fiduciary responsibilities to the Portfolios and the Underlying Smith Barney
Funds.
 
 Investment Practices of Underlying Smith Barney Funds. In addition to their
principal investments, certain Underlying Smith Barney Funds may: invest a por-
tion of their assets in foreign securities; enter into forward currency trans-
actions; lend their portfolio securities; enter into stock index, interest rate
and currency futures contracts, and options on such contracts; engage in
options transactions; make short sales; purchase zero coupon bonds and payment-
in-kind bonds; purchase restricted and illiquid securities; enter into forward
roll transactions; purchase securities on a when-issued or delayed delivery
basis; enter into repurchase or reverse repurchase agreements; borrow money;
and engage in various other investment practices.
 
 High Yield Securities. Each of the Portfolios also may invest in an Underlying
Smith Barney Fund that invests primarily in high yield, high risk securities,
commonly referred to as junk bonds. As a result, the Portfolios may be subject
to some of the risks resulting from high yield investing. Further, each of the
Portfolios may invest in Underlying Smith Barney Funds that invest in medium
grade bonds. If these bonds are downgraded, the Portfolios will consider
whether to increase or decrease their investment in the affected Underlying
Smith Barney Fund. Lower quality debt instruments generally offer a higher cur-
rent yield than that available from higher grade issues, but typically involve
greater risk. Lower rated and comparable unrated securities are especially sub-
ject to adverse changes in general economic conditions, to changes in the
financial condition of their issuers, and to price fluctuation in response to
changes in interest rates. During periods of economic downturn or rising inter-
est rates, issuers of these instruments may experience financial stress that
could adversely affect their ability to make payments of principal and interest
and increase the possibility of default. Further information on these invest-
ment policies and
 
6
<PAGE>
 
RISK FACTORS AND SPECIAL CONSIDERATIONS (CONTINUED)
 
practices can be found under "Description of the Underlying Smith Barney
Funds," in the Appendix to this Prospectus and in the Statement of Additional
Information as well as the prospectus of each Underlying Smith Barney Fund.
 
 Concentration. Each Portfolio other than the High Growth Portfolio may invest
in an Underlying Smith Barney Fund that concentrates its investments in the
utilities industry. Under certain unusual circumstances, this could result in
those Portfolios being indirectly concentrated in this industry. If this were
to occur, the relevant Portfolios would consider whether to maintain or change
their investment in that Underlying Smith Barney Fund.
 
 Market and Economic Factors. The Portfolios' share prices and yields will
fluctuate in response to various market and economic factors related to both
the stock and bond markets. All Portfolios may invest in mutual funds that in
turn invest in international securities and thus are subject to additional
risks of these investments, including changes in foreign currency exchange
rates and political risk.
 
PORTFOLIO TURNOVER
 
 
 Each Portfolio's turnover rate is not expected to exceed 25% annually. A Port-
folio 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) main-
tain 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 above.
 
 The turnover rates of the Underlying Smith Barney Funds have ranged from 16%
to 292% during their most recent fiscal years. There can be no assurance that
the turnover rates of these funds will remain within this range during subse-
quent fiscal years. Higher turnover rates may result in higher expenses being
incurred by the Underlying Smith Barney Funds.
 
INVESTMENT RESTRICTIONS
 
 
 In addition to the investment objectives of each Portfolio, the Concert Series
has adopted restrictions with respect to each Portfolio that may not be changed
without approval of a majority of the Portfolio's outstanding shares (as 
defined 
in the 1940 Act)  The fundamental investment restrictions imposed by the
Concert Series prohibit each Portfolio from, among other things: (I)
borrowing money except from banks for temporary or emergency purposes,
including the meeting of redemption requests in an amount not exceeding 
33 1/3% of the value of the Portfolio's total assets (including the amount 
borrowed) valued at market less liabilities (not including the amount borrowed)
at the time the borrowing is made and (ii) making loans to others, except 
through the purchase of portfolio securities consistent with its investment 
objective and policies and through entering into repurchase
agreements.
 
 Certain other investment restrictions, including fundamental restrictions as
well as restrictions that may be changed without a shareholder vote, adopted by
the Concert Series are described in the Statement of Additional Information.
Investment restrictions of the Underlying Smith Barney Funds in which the Port-
folios invest may be more or less restrictive than those adopted by the Concert
Series.
 
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS
 
 
 The following is a concise description of the investment objectives and prac-
tices for each of the Underlying Smith Barney Funds in which the Portfolios may
invest. There can be no assurance that the investment objectives of the Under-
lying Smith Barney Funds will be met. Additional information regarding the
investment practices of the Underlying Smith Barney Funds is located in the
Appendix to this Prospectus, in the Statement of Additional Information and in
the prospectus of each of the Underlying Smith Barney Funds. No offer is made
in this Prospectus of any of the Underlying Smith Barney Funds.
 
EQUITY FUNDS The following Underlying Smith Barney Funds are funds that invest
primarily in equity securities.
 
 Smith Barney Aggressive Growth Fund Inc. seeks capital appreciation by invest-
ing primarily in common stock of companies the Fund's investment adviser
believes are experiencing, or have the potential to experience, growth in earn-
ings that exceed the average earnings growth rate of companies whose securities
are included in the Standard & Poor's Daily Price Index of 500 Common Stocks
(the "S&P 500"), a weighted index that measures the aggregate change in market
value of 400 industrials, 60 transportation stocks and utility companies and 40
financial issues. SBMFM focuses its stock selection for the Fund on a diversi-
fied group of small- or medium-sized emerging growth companies that have passed
their "start-up" phase
 
                                                                               7
<PAGE>
 
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS (CONTINUED)
 
and show positive earnings and the prospect of achieving significant profit
gains in the two to three years after the Fund acquires their stocks. These
companies generally may be expected to benefit from new technologies, tech-
niques, products or services or cost-reducing measures, and may be affected by
changes in management, capitalization or asset deployment, government regula-
tions or other external circumstances.
 
 Although SBMFM anticipates that the assets of the Fund ordinarily will be
invested primarily in common stocks of U.S. companies, the Fund may invest in
convertible securities, preferred stocks, securities of foreign issuers, war-
rants and restricted securities. The Fund also is authorized to borrow up to 33
1/3% of its total assets less liabilities for leveraging purposes. Securities
of the kinds of companies in which the Fund invests may be subject to signifi-
cant price fluctuation and above average risk.
 
 Smith Barney Appreciation Fund Inc. seeks long-term appreciation of sharehold-
ers' capital. The Fund attempts to achieve its investment objective by invest-
ing primarily in equity securities (consisting of common stocks, preferred
stocks, warrants, rights and securities convertible into common stocks) that
are believed to afford attractive opportunities for investment appreciation.
The core holdings of the Fund are blue chip companies that are dominant in
their industries; however, at the same time, the Fund may hold securities of
companies with prospects of sustained earnings growth and/or companies with a
cyclical earnings record if it is felt these offer attractive investment oppor-
tunities. Typically, the Fund invests in middle- and larger-sized companies,
though it does invest in smaller companies whose securities may reasonably be
expected to appreciate. The Fund's investments are spread broadly among differ-
ent industries. The Fund may hold issues traded over-the-counter as well as
those listed on one or more national securities exchanges, and the Fund may
make investments in foreign securities although management intends to limit
such investments to 10% of the Fund's assets.
 
 Smith Barney Fundamental Value Fund Inc.'s investment objective is long-term
capital growth. Current income is a secondary objective. The Fund seeks to
achieve its primary objective by investing in a diversified portfolio of common
stocks and common stock equivalents and, to a lesser extent, in bonds and other
debt instruments. The Fund's investment emphasis is on securities that are
undervalued in the marketplace and, accordingly, have above-average potential
for capital growth. In general, the Fund invests in securities of companies
that are temporarily unpopular among investors but which SBMFM regards as pos-
sessing favorable prospects for earnings growth and/or improvements in the
value of their assets and, consequently, as having a reasonable likelihood of
experiencing a recovery in market price.
 
 Smith Barney Special Equities Fund, an investment portfolio of Smith Barney
Investment Funds Inc., seeks long-term capital appreciation by investing in
equity securities (common stocks or securities that are convertible into or
exchangeable for such stocks, including warrants) that SBMFM believes to have
superior appreciation potential. The Fund invests primarily in equity securi-
ties of secondary growth companies, generally not within the S&P 500, as iden-
tified by SBMFM. These companies may not have reached a fully mature stage of
earnings growth, since they may still be in the developmental stage, or may be
older companies that appear to be entering a new stage of more rapid earnings
progress due to factors such as management change or development of new tech-
nology, products or markets. A significant number of these companies may be in
technology areas, including health care related sectors, and may have annual
sales of less than $300 million. The Fund may also choose to invest in some
relatively unseasoned stocks, i.e., securities issued by companies whose market
capitalization is under $100 million. Investing in smaller, newer issuers gen-
erally involves greater risk than investing in larger, more established
issuers.
 
 Smith Barney Managed Growth Fund, an investment portfolio of Smith Barney
Investment Funds Inc., has as its investment objective long term growth of cap-
ital. The Fund attempts to achieve its objective by investing primarily in
undervalued or out of favor common stock and other securities, including debt
securities that are convertible into common stock and that are currently price
depressed. Such securities might typically be valued at the low end of their
52-week trading range. Although under normal circumstances the Fund's portfolio
will primarily consist of these securities, the Fund may also invest in pre-
ferred stocks and warrants when SBMFM perceives an opportunity for capital
growth from such securities.
 
 The Equity Income Portfolio, an investment portfolio of Smith Barney Funds,
Inc., seeks current income and long-term growth of capital. The Fund invests
primarily in common stocks offering a current return from dividends and will
also normally include some interest-paying debt obligations (such as U.S. gov-
ernment obligations, investment grade bonds and debentures) and high quality
short-term debt obligations (such as commercial paper and repurchase agreements
collateralized by U.S. government securities with broker/dealers or other
financial institutions, including the Fund's custodian) and may also purchase
preferred stocks and convertible securities. Temporary defensive investments or
a higher percentage of debt securities may be held when deemed advisable by
SBMFM, the Fund's adviser. In the selection of common stock investments, empha-
sis is generally placed on issues with established dividend records as well as
potential for price appreciation. From time to time, however, a portion of the
assets may be invested in non-dividend paying stocks. The Fund may make invest-
ments in foreign
 
8
<PAGE>
 
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS (CONTINUED)
 
securities, though management currently intends to limit such investments to 5%
of the Fund's assets, and an additional 10% of its assets may be invested in
American Depository Receipts ("ADRs") representing shares in foreign securities
that are traded in U.S. securities markets.
 
 Smith Barney Growth and Income Fund, an investment portfolio of Smith Barney
Equity Funds, seeks long-term capital growth and income by investing in income
producing equity securities, including dividend-paying common stocks, securi-
ties that are convertible into common stocks and warrants. Consistent with data
used in developing and maintaining quantitative investment criteria developed
by SBMFM to evaluate investment decisions, the Fund expects to invest primarily
in domestic companies of varying sizes, generally with capitalizations exceed-
ing $250 million in a wide range of industries. The Fund may also invest up to
20% in the securities of foreign issuers, including ADRs or European Depository
Receipts. Under normal market conditions, the Fund will invest substantially
all, but not less than 65%, of its assets in equity securities. The Fund may
invest the remainder of its assets in high grade money market instruments in
order to develop income, as well as in corporate bonds and mortgage related
securities that are rated investment grade or are deemed by SBMFM to be of com-
parable quality and in U.S. government securities.
 
 Smith Barney Natural Resources Fund Inc. seeks long-term capital appreciation
by investing at least 65% under normal market conditions in "Natural Resource
Investments." Natural Resource Investments are defined as equity and debt secu-
rities of issuers that: (1) own or process natural resources, such as precious
metals, other minerals, water, timberland, agricultural commodities and forest
products; (2) own or produce sources of energy such as oil, natural gas, coal,
uranium, geothermal, oil shale and biomass; (3) participate in the exploration
and development, transportation, distribution and/or processing of natural
resources; (4) own or control oil, gas, or other mineral leases, rights or roy-
alties; (5) provide related services or supplies, such as drilling, well ser-
vicing, chemicals, parts and equipment; (6) develop or participate in energy-
efficient technologies; and (7) are involved in the upgrading or processing of
raw commodities into intermediate products. The Fund may also invest in gold
bullion and gold coins. (A company is considered a "Natural Resources Invest-
ment" when it derives at least 50% of its total revenue from a business or
activity described above.)
 
 Up to 35% of the Fund's assets may be invested in companies not in the natural
resources area, investment grade corporate debt securities, U.S. Government
securities and, for cash management purposes, money market instruments. For
temporary defensive purposes, the Fund may invest in excess of 35% in money
market instruments. The Fund may utilize up to 10% of its assets to purchase
put options on securities it owns and up to an additional 10% of its assets to
purchase call options on securities it may acquire in the future. The Fund may
purchase only put options that are traded on a regulated exchange. It also may
write covered put and call options on securities. The Fund may enter into
futures on domestic and foreign stock indexes and purchase and write related
put and call options to hedge against risks of market-wide movements affecting
that portion of its assets invested in the country whose stocks are subject to
the hedges.
 
 The Fund may invest in debt securities when SBMFM believes they will enhance
the Fund's ability to achieve long-term capital appreciation. The Fund may
invest in fixed-income securities that are rated as low as B by Moody's Invest-
ors Service, Inc. ("Moody's") or Standard & Poor's Rating Services ("S&P") or
if unrated, are deemed by SBMFM to be of comparable quality.
 
 Because issuers of Natural Resource Investments often are located outside the
United States, a significant portion of the Fund's investments may consist of
securities of foreign issuers. The percentage of assets invested in particular
countries or regions will change from time to time in accordance with the judg-
ment of the Fund's investment manager, which may be based on, among other
things of consideration of the political stability and economic outlook of
these countries or regions.
 
 Smith Barney Premium Total Return Fund, an investment portfolio of Smith Bar-
ney Income Funds, seeks to provide shareholders with total return, consisting
of long-term capital appreciation and income, by investing primarily in a
diversified portfolio of dividend-paying common stocks. The Fund also purchases
put and call options and writes covered put and call options on securities it
holds and on stock indexes primarily as a hedge to reduce investment risk.
Because the Fund seeks total return by emphasizing investments in dividend-
paying common stocks, it will not have as much investment flexibility as total
return funds that may pursue their objective by investing in both income and
equity stocks without such an emphasis. The Fund also may invest up to 10% of
its assets in: (a) securities rated less than investment grade by Moody's or
S&P or unrated securities of comparable quality; (b) interest-paying debt secu-
rities, such as U.S. government securities; and (c) other securities, including
convertible bonds, convertible preferred stock and warrants.
 
 The Emerging Markets Portfolio, an investment portfolio of Smith Barney World
Funds, Inc., seeks long term capital appreciation on its assets through a port-
folio invested primarily in securities of emerging country issuers (consisting
of dividend and non-dividend paying common stocks, preferred stocks, convert-
ible securities and rights and warrants to such securities). The
 
                                                                               9
<PAGE>
 
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS (CONTINUED)
 
Fund will also invest in debt securities having a high potential for capital
appreciation, especially in countries where direct equity investment is not
permitted. Under normal conditions, at least 70% of the Fund's assets will be
invested in equity securities. For purposes of its investment objective, the
Fund considers as "emerging" all countries other than the United States, Cana-
da, Ireland, the United Kingdom, Sweden, Norway, Finland, Denmark, Holland,
Germany, Switzerland, Belgium, France, Italy, Spain and Japan. The Fund is a
non-diversified portfolio, but will generally invest its assets broadly among
countries and will normally have at least 65% of its assets invested in issuers
in not less than three different countries.
 
 The Fund also may invest in debt securities of issuers in countries having
smaller capital markets. Capital appreciation in debt securities may arise as a
result of a favorable change in relative foreign exchange rates, in relative
interest rate levels, or in the creditworthiness of issuers. The Fund will not
seek to benefit from anticipated short-term fluctuations in currency exchange
rates. The Fund may invest in debt securities with relatively high yields (as
compared to other debt securities meeting the Fund's investment criteria), not-
withstanding that the Fund may not anticipate that such securities will experi-
ence substantial capital appreciation. The Fund also may invest in debt securi-
ties issued or guaranteed by foreign governments (including foreign states,
provinces and municipalities) or their agencies and instrumentalities, issued
or guaranteed by supranational organizations or issued by foreign corporations
or financial institutions.
 
 The International Equity Portfolio, an investment portfolio of Smith Barney
World Funds, Inc., seeks a total return on its assets from growth of capital
and income. Under normal market conditions, the Fund invests at least 65% of
its assets in a diversified portfolio of equity securities consisting of divi-
dend and non-dividend paying common stock, preferred stock, convertible debt
and rights and warrants to such securities and up to 35% of the Fund's assets
in bonds, notes and debt securities (consisting of securities issued in the
Eurocurrency markets or obligations of the U.S. or foreign governments and
their political subdivisions) of established non-U.S. issuers. Investments may
be made for capital appreciation or for income or any combination of both for
the purpose of achieving a higher overall return than might otherwise be
obtained solely from investing for growth of capital or for income. There is no
limitation on the percent or amount of the Fund's assets that may be invested
for growth or income and, therefore, from time to time the investment emphasis
may be placed solely or primarily on growth of capital or solely or primarily
on income. The Fund may borrow up to 25% of the value of its assets for invest-
ment purposes, which involves certain risk considerations.
 
 The Fund will generally invest its assets broadly among countries and will
normally have represented in the portfolio business activities in not less than
three different countries. The Fund will normally invest at least 65% of its
assets in companies organized or governments located in any area of the world
other than the U.S. However, under unusual economic or market conditions as
determined by the investment adviser, for defensive purposes the Fund may tem-
porarily invest all or a major portion of its assets in U.S. government securi-
ties or in debt or equity securities of companies incorporated in and having
their principal business activities in the U.S.
 
FIXED INCOME FUNDS The following Underlying Smith Barney Funds invest primarily
in fixed income securities, including the money market fund in which each Port-
folio may invest and which may serve as the cash reserve portion of each Port-
folio.
 
 Smith Barney High Income Fund, an investment portfolio of the Smith Barney
Income Funds, seeks to provide shareholders with high current income. Although
growth of capital is not an investment objective of the Fund, SBMFM may con-
sider potential for growth as one factor, among others, in selecting invest-
ments for the Fund. The Fund will seek high current income by investing, under
normal circumstances, at least 65% of its assets in high risk, high-yielding
corporate bonds, debentures and notes denominated in U.S. dollars or foreign
currencies. Up to 40% of the Fund's assets may be invested in fixed-income
obligations of foreign issuers, and up to 20% of its assets may be invested in
common stock or other equity-related securities, including convertible securi-
ties, preferred stock, warrants and rights. Securities purchased by the Fund
generally will be rated in the lower rating categories of recognized rating
agencies, as low as Caa by Moody's or D by S&P, or in unrated securities that
SBMFM deems of comparable quality. However, the Fund will not purchase securi-
ties rated lower than B by both Moody's and S&P unless, immediately after such
purchase, no more than 10% of its total assets are invested in such securities.
The Fund may hold securities with higher ratings when the yield differential
between low-rated and higher-rated securities narrows and the risk of loss may
be reduced substantially with only a relatively small reduction in yield. The
Fund also may invest in higher-rated securities when SBMFM believes that a more
defensive investment strategy is appropriate in light of market or economic
conditions.
 
 Smith Barney Investment Grade Bond Fund, an investment portfolio of Smith Bar-
ney Investment Funds Inc., seeks to provide as high a level of current income
as is consistent with prudent investment management and preservation of capi-
tal. Except when in a temporary defensive investment position, the Fund intends
to maintain at least 65% of its assets invested in bonds. The Fund seeks to
achieve its objective by investing in any of the following securities: corpo-
rate bonds rated Baa or
 
10
<PAGE>
 
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS (CONTINUED)
 
better by Moody's or BBB or better by S&P; U.S. government securities; commer-
cial paper issued by domestic corporations and rated Prime-1 or Prime-2 by
Moody's or A-1 or A-2 by S&P, or, if not rated, issued by a corporation having
an outstanding debt issue rated Aa or better by Moody's or AA or better by
S&P; negotiable bank certificates of deposit and bankers' acceptances issued
by domestic banks (but not their foreign branches) having total assets in
excess of $1 billion; and high-yielding common stocks and warrants. A reduc-
tion in the rating of a security does not require the sale of the security by
the Fund.
 
 Smith Barney Government Securities Fund, an investment portfolio of Smith
Barney Investment Funds Inc., seeks high current return by investing in obli-
gations of, or guaranteed by, the U.S. government, its agencies or instrumen-
talities (including, without limitation, Treasury bills and bonds, mortgage
participation certificates issued by the Federal Home Loan Mortgage Corpora-
tion ("FHLMC") and mortgage-backed securities issued by the Government
National Mortgage Association ("GNMA"). The Fund may invest up to 5% of its
net assets in U.S. government securities for which the principal repayment at
maturity, while paid in U.S. dollars, is determined by reference to the
exchange rate between the U.S. dollar and the currency of one or more foreign
countries. In addition, the Fund may borrow money (up to 25% of its total
assets) to increase its investments, thereby leveraging its portfolio and
exaggerating the effect on net asset value of any increase or decrease in the
market value of the Fund's securities. Except when in a temporary defensive
investment position, the Fund intends to maintain at least 65% of its assets
invested in U.S. government securities (including futures contracts and
options thereon and options relating to U.S. government securities).
 
 The Short-Term U.S. Treasury Securities Portfolio, an investment portfolio of
Smith Barney Funds, Inc., seeks current income, preservation of capital and
liquidity. The Fund seeks to achieve its objective by investing its assets in
U.S. Treasury securities backed by the full faith and credit of the U.S. gov-
ernment. Shares of the Fund are not issued, insured or guaranteed, as to value
or yield, by the U.S. government or its agencies or instrumentalities. In an
effort to minimize fluctuations in market value of its portfolio securities,
the Fund is expected to maintain a dollar-weighted average maturity of approx-
imately three years. Pending direct investment in U.S. Treasury debt securi-
ties, the Fund may enter into repurchase agreements secured by such securities
in an amount up to 10% of the value of its total assets. The Fund may, to a
limited degree, engage in short-term trading to attempt to take advantage of
short-term market variations, or may dispose of a portfolio security prior to
its maturity if it believes such disposition advisable or it needs to generate
cash to satisfy redemptions.
 
 Smith Barney Managed Governments Fund Inc. seeks high current income consis-
tent with liquidity and safety of capital. The Fund invests substantially all
of its assets in U.S. government securities and, under normal circumstances,
the Fund is required to invest at least 65% of its assets in such securities.
The Fund's portfolio of U.S. government securities consists primarily of mort-
gage-backed securities issued or guaranteed by GNMA, the Federal National
Mortgage Association ("FNMA") and FHLMC. Assets not invested in such mortgage-
backed securities are invested primarily in direct obligations of the United
States Treasury and other U.S. government securities. The weighted average
maturity of the Fund's portfolio will vary from time to time and the Fund may
invest in U.S. government securities of all maturities: short-term, intermedi-
ate-term and long-term. The Fund may invest without limit in securities of any
issuer of U.S. government securities, and may invest up to an aggregate of 15%
of its total assets in securities with contractual or other restrictions on
resale and other instruments that are not readily marketable (such as repur-
chase agreements with maturities in excess of seven days). The Fund may invest
up to 5% of its net assets in U.S. government securities for which the princi-
pal repayment at maturity, while paid in U.S. dollars, is determined by refer-
ence to the exchange rate between the U.S. dollar and the currency of one or
more foreign countries.
 
 Smith Barney Diversified Strategic Income Fund, an investment portfolio of
Smith Barney Income Funds, seeks high current income primarily through invest-
ment in fixed-income securities. The Fund attempts to achieve its objective by
allocating and reallocating its assets primarily among various types of fixed-
income securities selected by Greenwich Street Advisors (a division of SBMFM)
based on its analysis of economic and market conditions and the relative risks
and opportunities of particular securities. The types of fixed-income securi-
ties among which the Fund's assets will be primarily allocated are: obliga-
tions issued or guaranteed as to principal and interest by the United States
government; mortgage-related securities issued by various governmental and
non-governmental entities; domestic and foreign corporate securities; and for-
eign government securities. Under normal conditions, at least 65% of the
Fund's assets will be invested in fixed-income securities, which includes non-
convertible preferred stocks. The Fund generally will invest in intermediate-
and long-term fixed-income securities with the result that, under normal mar-
ket conditions, the weighted average maturity of the Fund's securities is
expected to be between five and 12 years.
 
 Mortgage-related securities in which the Fund may invest include mortgage
obligations collateralized by mortgage loans or mortgage pass-through certifi-
cates. Mortgage-related securities held by the Fund generally will be rated no
lower than Aa by Moody's or AA by S&P or, if not rated, of equivalent invest-
ment quality as determined by Greenwich Street Advisors. The Fund may invest
up to 35% of its assets in corporate fixed-income securities of domestic
issuers rated Ba or lower by
 
                                                                             11
<PAGE>
 
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS (CONTINUED)
 
Moody's or BB or lower by S&P or in nonrated securities deemed by Greenwich
Street Advisors to be of comparable quality. The Fund may invest in fixed-
income securities rated as low as Caa by Moody's or CCC by S&P.
 
 In general, the Fund may invest in debt securities issued by foreign govern-
ments or any of their political subdivisions that are considered stable by
Smith Barney Global Capital Management, Inc., the Fund's subadviser. Up to 5%
of the Fund's assets may be invested in foreign securities issued by countries
with developing economies. The Fund may also invest in securities issued by
supranational organizations.
 
 The Global Government Bond Portfolio, an investment portfolio of Smith Barney
World Funds, Inc., seeks as high a level of current income and capital appre-
ciation as is consistent with its policy of investing principally in high
quality bonds of the U.S. and foreign governments. Under normal market condi-
tions, the Fund invests at least 65% of its total assets in bonds issued or
guaranteed by the U.S. or foreign governments (including foreign states, prov-
inces, cantons and municipalities) or their agencies, authorities or instru-
mentalities denominated in various currencies, including U.S. dollars, or in
multinational currency units, such as the European Currency Unit. Except with
respect to government securities of less developed countries, the Fund invests
in foreign government securities only if the issue or the issuer thereof is
rated in the two highest rating categories by Moody's or S&P, or if unrated,
are of comparable quality in the determination of the investment adviser.
 
 Under normal circumstances the Fund may invest up to 35% of its total assets
in debt obligations (including debt obligations convertible into common stock)
of U.S. or foreign corporations and financial institutions and supranational
entities. Any non-governmental investment would be limited to issues that are
rated A or better by Moody's or S&P, or if not rated, determined to be of com-
parable quality by the investment adviser.
 
 The Fund is a non-diversified portfolio and currently contemplates investing
primarily in obligations of the U.S. and of developed nations (i.e., industri-
alized countries) that the investment adviser believes to pose limited credit
risks. These countries currently are Australia, Austria, Belgium, Canada, Den-
mark, Finland, France, Ireland, Italy, Japan, Luxembourg, the Netherlands, New
Zealand, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom and
Germany. Investments may be made from time to time in government securities
including loan assignments and loan participations, of less developed coun-
tries. Such countries currently include Argentina, Brazil, Czech Republic,
Ecuador, Hungary, Indonesia, Lithuania, Malaysia, Mexico, Peru, Philippines,
Poland, Russia, Slovakia, South Africa, Thailand, Turkey, Uruguay and Venezue-
la. Countries may be added or deleted from this list as economic and political
conditions warrant. Historical experience indicates that markets of less
developed countries have been more volatile than the markets of the mature
economies of developed countries; however such markets often provide rates of
return to investors commensurate with the credit and market risks. The invest-
ment adviser does not intend to invest more than 10% of the Fund's total
assets in government securities of less developed countries and will not
invest more than 5% of its assets in the government securities of any one such
country. Such investments may be unrated or rated below investment grade or
may be in default. Under normal market conditions the Fund invests at least
65% of its assets in issues of not less than three different countries; issues
of any one country (other than the United States) will represent no more than
45% of the Fund's total assets.
 
 The Cash Portfolio is an investment portfolio of Smith Barney Money Funds,
Inc., a money market fund that seeks maximum current income and preservation
of capital. The Fund may invest in domestic and foreign money market securi-
ties consisting of bank obligations and high quality commercial paper, corpo-
rate obligations and municipal obligations, in addition to U.S. government
obligations and related repurchase agreements. The Fund intends to maintain at
least 25% of its total assets invested in obligations of domestic and foreign
banks. Shares of the Fund are not insured or guaranteed by the U.S. govern-
ment.
 
 The Fund has adopted certain investment policies to assure that, to the
extent reasonably possible, the Fund's price per share will not change from
$1.00, although no assurance can be given that this goal will be achieved on a
continuous basis. In order to minimize fluctuations in market price, the Fund
will not purchase a security with a remaining maturity of greater than 13
months or maintain a dollar-weighted average portfolio maturity in excess of
90 days (securities used as collateral for repurchase agreements are not sub-
ject to these restrictions).
 
 The Fund's investments are limited to U.S. dollar-denominated instruments
that have received the highest rating from the "Requisite NRSROs," securities
of issuers that have received such rating with respect to other short-term
debt securities and comparable unrated securities. "Requisite NRSROs" means
(a) any two nationally recognized statistical ratings organizations ("NRSROs")
that have issued a rating with respect to a security or class of debt obliga-
tions of an issuer, or (b) one NRSRO, if only one NRSRO has issued such a rat-
ing at the time that the Fund acquires the security. The NRSROs currently des-
ignated as such by the SEC are S&P, Moody's, Fitch Investors Services, Inc.,
L.P., Duff and Phelps Inc., IBCA Limited and its affiliate, IBCA, Inc. and
Thomson BankWatch.
 
12
<PAGE>
 
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS (CONTINUED)
 
 
 For purposes of the equity/fixed income fund allocation targets and ranges
applicable to each Portfolio (see page 5 above), each of the following Under-
lying Smith Barney Funds is considered to be an equity fund with respect to 50%
of a Portfolio's investment in such Fund and an income fund with respect to the
remaining 50% of such Portfolio's investment.
 
 The Smith Barney Convertible Fund, an investment portfolio of Smith Barney
Income Funds, seeks current income and capital appreciation by investing in
convertible securities and in combinations of nonconvertible fixed-income secu-
rities and warrants or call options that together resemble convertible securi-
ties ("synthetic convertible securities"). Under normal circumstances, the Fund
will invest at least 65% of its assets in convertible securities, but is not
required to sell securities to conform to this limitation and may retain on a
temporary basis securities received upon the conversion or exercise of such
securities. The Fund will not invest in fixed-income securities that are rated
lower than B by Moody's or S&P or, if unrated, deemed by SBMFM to be comparable
to securities rated lower than B. The Fund may invest up to 35% of its assets
in synthetic convertible securities and in equity and debt securities that are
not convertible into common stock and, for temporary defensive purposes, may
invest in these securities without limitation.
 
 The Smith Barney Utilities Fund, an investment portfolio of Smith Barney
Income Funds, seeks current income by investing in equity and debt securities
of companies in the utility industry. Long-term capital appreciation is a sec-
ondary objective of the Fund. The utility industries are deemed to be comprised
of companies principally engaged (that is, at least 50% of a company's assets,
gross income or net profits results from utility operations or the company is
regulated as a utility by a government agency or authority) in the manufacture,
production, generation, transmission and sale of electric and gas energy and
companies principally engaged in the communications field, including entities
such as telephone, telegraph, satellite, microwave and other companies regu-
lated by governmental agencies as utilities that provide communication facili-
ties for the public benefit, but not including those in public broadcasting.
The Fund will invest primarily in utility equity and debt securities that have
a high expected rate of return as determined by SBMFM. Under normal market con-
ditions, the Fund will invest at least 65% of its assets in such securities.
The Fund may invest up to 35% of its assets in equity and debt securities of
non-utility companies believed to afford a reasonable opportunity for achieving
the Fund's investment objectives. The Fund will invest in investment grade debt
securities, but may invest up to 10% of its assets in securities rated BB or B
by S&P or Ba or B by Moody's whenever SBMFM believes that the incremental yield
on such securities is advantageous to the Fund in comparison to the additional
risk involved.
 
 The International Balanced Portfolio, an investment portfolio of Smith Barney
World Funds, Inc., seeks a competitive total return on its assets from growth
of capital and income through a portfolio invested primarily in securities of
established non-U.S. issuers. The Fund may borrow up to 15% of the value of its
assets for investment purposes, which involves certain risks. Under normal mar-
ket conditions, the Fund will invest its assets in an international portfolio
of equity securities (consisting of dividend and non-dividend paying common
stocks, preferred stocks, convertible securities, ADRs and rights and warrants
to such securities) and debt securities (consisting of corporate debt securi-
ties, sovereign debt instruments issued by governments or governmental enti-
ties, including supranational organizations and U.S. and foreign money market
instruments). The Fund attempts to achieve a balance between equity and debt
securities. However, the proportion of equity and debt held by the Fund at any
one time will depend on SBMFM's views on current market and economic condi-
tions. Under normal conditions, no more than 70%, nor less than 30%, of the
Fund's assets will be invested in either equity or debt securities; however,
there is no limitation on the percent or amount of the Fund's assets that may
be invested for growth or income.
 
 The Fund is a non-diversified portfolio but will generally invest its assets
broadly among countries and will normally have at least 65% of its assets
invested in business activities in not less than three different countries out-
side of the U.S. The Fund will invest in a broad range of industries and sec-
tors and will mainly invest in securities issued by companies with market capi-
talization of at least $50,000,000. The Fund may invest in companies organized
or governments located in any area of the world. However, under unusual eco-
nomic or market conditions as determined by the investment adviser, for defen-
sive purposes the Fund may temporarily invest all or a major portion of its
assets in U.S. government securities, debt or equity securities of companies
incorporated in and having their principal business activities in the U.S. or
in U.S. as well as foreign money market instruments and equivalents.
 
 The debt securities in which the Fund invests generally range in maturity from
two to ten years. Debt securities of developed foreign countries must be rated
as investment grade (or deemed by SBMFM to be of comparable quality) at the
time of purchase. Debt securities of emerging market countries may be rated
below investment grade and could include securities that are in default as to
payments of principal or interest. Up to 25% of the total assets of the Fund
may be invested in securities of emerging market countries.
 
                                                                              13
<PAGE>
 
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS (CONTINUED)
 
 
 PERFORMANCE OF UNDERLYING SMITH BARNEY FUNDS
 
 The following chart shows the average annual total returns for the longest
outstanding class of shares for each of the Underlying Smith Barney Funds in
which the Portfolios may invest (other than the Cash Portfolio of Smith Barney
Money Funds, Inc.) for the most recent one-, five- and ten-year periods (or
since inception if shorter and giving effect to the maximum applicable sales
charges) and the 30-day yields for income-oriented funds, in each case for the
period ended June 30, 1996.
 
<TABLE>
<CAPTION>
                                                          AVERAGE ANNUAL
                                                           TOTAL RETURNS
                                                         THROUGH JUNE 30,           30-DAY
                           ASSETS OF ALL                       1996                YIELD FOR
                           CLASSES AS OF                 -------------------        PERIOD
 UNDERLYING SMITH BARNEY   JUNE 30, 1996 INCEPTION        ONE   FIVE    TEN          ENDED
           FUND              ($000'S)      DATE    CLASS YEAR   YEARS  YEARS     JUNE 30, 1996
----------------------------------------------------------------------------------------------
 <S>                       <C>           <C>       <C>   <C>    <C>    <C>       <C>
 Smith Barney Aggressive
  Growth Fund Inc.          $  574,476   10/24/83    A    5.35% 13.61% 11.90%         --
 Smith Barney
  Appreciation Fund Inc.     3,247,113   03/10/70    A   13.15  11.45  11.30          --
 Smith Barney Equity
  Funds:
  Smith Barney Growth and
   Income Fund                 269,640   11/06/92     A  17.70    --   10.18 (+)      --
 Smith Barney Fundamental
  Value Fund Inc.            1,203,172   11/12/81    A   14.23  16.01  12.57          --
 Smith Barney Funds,
  Inc.:
  Equity Income Portfolio      799,135   01/01/72    A   18.46  12.85  11.08          --
  Short-Term U.S.
   Treasury Securities
   Portfolio                   101,757   11/11/91    A    1.98    --    5.00 (+)     5.78%
 Smith Barney Equity
  Funds:
  Smith Barney High
   Income Fund                 951,429   09/02/86    B    6.21  12.73   8.68 (+)     7.80
  Smith Barney Utilities
   Fund                      1,698,139   03/28/88    B    7.03   9.73  10.25 (+)      --
  Smith Barney Premium
   Total Return Fund         2,639,519   09/16/85    B   13.34  13.53  11.76          --
  Smith Barney
   Convertible Fund             88,587   09/02/86    B    7.43  10.57   8.29 (+)     2.74
  Smith Barney
   Diversified Strategic
   Income Fund               2,644,082   12/28/89    B    4.27   8.47   8.89 (+)     6.62
 Smith Barney Investment
  Funds Inc.:
  Smith Barney Managed
   Growth Fund                 751,907   06/30/95    A    5.05    --    5.02(+)       --
  Smith Barney Special
   Equities Fund               603,055   12/13/82    B   41.94  25.01  10.53          --
  Smith Barney Government
   Securities Fund             551,860   03/20/84    B   (2.72)  6.80   6.26         5.83
  Smith Barney Investment
   Grade Bond Fund             475,699   01/04/82    B   (2.02) 10.49   8.64         6.62
 Smith Barney Managed
  Governments Fund Inc.        598,285   09/04/84    A   (1.00)  6.64   7.18         5.79
 Smith Barney Natural
  Resources Fund Inc.          118,232   12/24/86    A   16.35   9.52   4.29 (+)      --
 Smith Barney World
  Funds, Inc.:
  International Equity
   Portfolio                 1,265,728   02/18/86    A    5.75  12.13  11.08          --
  Emerging Markets
   Portfolio                    25,315   05/11/95    A    2.67    --    0.49(+)       --
  International Balanced
   Portfolio                    35,474   08/25/94    A    8.19    --    7.26 (+)      --
  Global Government Bond
   Portfolio                   147,790   07/22/91    A    3.83    --    7.68 (+)     5.23
-----------
</TABLE>
+ Since inception (less than 10 years)
--------------------------------------------------------------------------------
 
 For the seven-day period ended June 30, 1996, the yield for the Cash Portfolio
of Smith Barney Money Funds, Inc. was 4.76% and the effective yield was 4.88%.
 
 The performance data relating to the Underlying Smith Barney Funds set forth
above is not, and should not be viewed as, indicative of the future performance
of either the Underlying Smith Barney Funds or the Concert Series. The perfor-
mance reflects the impact of sales charges and other distribution related
expenses that will not be incurred by the Class Y shares of the Underlying
Smith Barney Funds in which the Portfolios will invest.
 
 INVESTMENT POLICIES AND STRATEGIES OF THE UNDERLYING SMITH BARNEY FUNDS
 
 In pursuing their investment objectives and programs, each of the Underlying
Smith Barney Funds is permitted to engage in a wide range of investment poli-
cies. The Underlying Smith Barney Funds' risks are determined by the nature of
the securities held and the investment strategies used by the Funds' adviser.
Certain of these policies are described below and further information about the
investment policies and strategies of the Underlying Smith Barney Funds in
which the Portfolios may invest is contained in the Appendix to this Prospectus
and in the Statement of Additional Information as well as the prospectuses of
the Underlying Smith Barney Funds. Because each Portfolio invests in the Under-
lying Smith Barney Funds, shareholders of each Portfolio will be affected by
these investment policies in direct proportion to the amount of assets each
Portfolio allocates to the Underlying Smith Barney Funds pursuing such poli-
cies.
 
 Securities of Non-U.S. Issuers. The Portfolios will each invest in certain
Underlying Smith Barney Funds that invest all or a portion of their assets in
securities of non-U.S. issuers. These include non-dollar denominated securities
traded outside the U.S. and dollar-denominated securities traded in the U.S.
(such as ADRs). Such investments involve some special risks such as fluctua-
tions in foreign exchange rates, future political and economic developments,
and the possible imposition of exchange controls or other foreign governmental
laws or restrictions. In addition, with respect to certain countries, there is
the possibility of expropriation of assets, repatriation, confiscatory taxa-
tion, political or social instability or diplomatic developments that
 
14
<PAGE>
 
DESCRIPTION OF UNDERLYING SMITH BARNEY FUNDS (CONTINUED)
 
could adversely affect investments in those countries. There may be less pub-
licly available information about a foreign company than about a U.S. company,
and foreign companies may not be subject to accounting, auditing, and financial
reporting standards and requirements comparable to or as uniform as those of
U.S. companies. Non-U.S. securities markets, while growing in volume, have, for
the most part, substantially less volume than U.S. markets, and securities of
many foreign companies are less liquid and their prices more volatile than
securities of comparable U.S. companies. Transaction costs on non-U.S. securi-
ties markets are generally higher than in the U.S. There is generally less gov-
ernment supervision and regulation of exchanges, brokers and issuers than there
is in the U.S. An Underlying Smith Barney Fund might have greater difficulty
taking appropriate legal action in non-U.S. courts. Dividend and interest
income from non-U.S. securities will generally be subject to withholding taxes
by the country in which the issuer is located and may not be recoverable by the
Underlying Smith Barney Fund or a Portfolio investing in such Fund.
 
 Options and Futures. Certain of the Underlying Smith Barney Funds may enter
into stock index, interest rate and currency futures contracts (or options
thereon) as a hedging device, or as an efficient means of regulating their
exposure to various markets. Certain of the Underlying Smith Barney Funds may
also purchase and sell call and put options. Futures (a type of potentially
high-risk derivative) are often used to manage risk because they enable the
investor to buy or sell an asset at a predetermined price in the future. The
Underlying Smith Barney Funds may buy and sell futures and options contracts
for a number of reasons including: to manage their exposure to changes in
interest rates, stock and bond prices, and foreign currencies; as an efficient
means of adjusting their overall exposure to certain markets; to adjust the
portfolio's duration; to enhance income; and to protect the value of the port-
folio securities. Certain of the Underlying Smith Barney Funds may purchase,
sell or write call and put options on securities, financial indices, and for-
eign currencies. Options and futures can be volatile investments, and involve
certain risks. If the adviser to the Underlying Smith Barney Fund applies a
hedge at an inappropriate time or judges market conditions incorrectly, options
and futures strategies may lower the Underlying Smith Barney Fund's return.
Further losses could also be experienced if the options and futures positions
held by an Underlying Smith Barney Fund were poorly correlated with its other
investments, or if it could not close out its positions because of an illiquid
secondary market.
 
 The Smith Barney Natural Resources Fund may also enter into futures contracts
for the purchase and sale of gold, purchase put and call options on those
future contracts and write call options on those futures contracts. The Smith
Barney Natural Resources Fund will purchase or write options on gold futures
only on a regulated domestic or foreign exchange approved for such purpose by
the Commodities Futures Trading Commission.
 
 Debt Securities. Certain of the Underlying Smith Barney Funds may be affected
by general changes in interest rates, which will result in increases or
decreases in the market value of the debt securities held by the Funds. The
market value of the fixed-income obligations in which the Underlying Smith Bar-
ney Funds may invest can be expected to vary inversely in relation to the
changes in prevailing interest rates and also may be affected by other market
and credit factors.
 
 Certain of the Underlying Smith Barney Funds may invest only in high-quality,
high-grade or investment-grade securities. High quality securities are those
rated in the two highest categories by Moody's (Aaa or Aa) or S&P (AAA or AA).
High-grade securities are those rated in the three highest categories by
Moody's (Aaa, Aa or A) or S&P (AAA, AA or A). Investment-grade securities are
those rated in the four highest categories by Moody's (Aaa, Aa, A or Baa) or
S&P (AAA, AA, A or BBB). Securities rated Baa or BBB have speculative charac-
teristics and changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity of their issuers to make principal and
interest payments than is the case with higher grade securities.
 
 Certain Underlying Smith Barney Funds may invest in securities that are rated
below investment-grade; that is, rated below Baa by Moody's or BBB by S&P.
Securities rated below investment grade (and comparable unrated securities) are
the equivalent of high yield, high risk bonds, commonly known as "junk bonds."
Such securities are regarded as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligations and involve major risk exposure to adverse business,
financial, economic or political conditions. See the Appendix to the Statement
of Additional Information for additional information on the bond ratings by
Moody's and S&P.
 
VALUATION OF SHARES
 
 
 The net asset value per share of Class Z shares is determined as of the close
of regular trading on the New York Stock Exchange, Inc. (the "NYSE"), on each
day that the NYSE is open by dividing the value of the Portfolio's net assets
attributable to Class Z by the number of shares of the Class outstanding. The
per share net asset value of the Class Z shares may be higher than those of
other Classes because of the lower expenses attributable to Class Z shares. The
value of each Underlying
 
                                                                              15
<PAGE>
 
VALUATION OF SHARES (CONTINUED)
 
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 unless conditions dictate otherwise.
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
 
 DIVIDENDS AND DISTRIBUTIONS
 
 The Concert Series intends to declare monthly income dividends on shares of
the Income Portfolio, quarterly income dividends on shares of the Conservative
Portfolio and the Balanced Portfolio and annual income dividends on shares of
the High Growth Portfolio and the Growth Portfolio. In addition, the Concert
Series intends to make annual distributions of capital gains, if any, on shares
of each Portfolio.
 
 Unless a shareholder is eligible for qualified distributions and instructs
that dividends and capital gains distributions on shares be paid in cash and
credited to the shareholder's account, dividends and capital gains distribu-
tions will be reinvested automatically in additional shares of the Class at net
asset value, subject to no sales charge or CDSC.
 
 TAXES
 
 Each Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Code to be relieved of federal income tax on that part of
its net investment income and realized capital gains that it pays out to its
shareholders. To qualify, the Portfolio must meet certain tests, including dis-
tributing at least 90% of its investment company taxable income, and deriving
less than 30% of its gross income from the sale or other disposition of certain
investments held for less than three months.
 
 Dividends from net investment income and distributions of realized short-term
capital gains on the sale of securities, whether paid in cash or automatically
invested in additional shares of the same Portfolio, are taxable to sharehold-
ers of each Portfolio as ordinary income. A portion of each Portfolio's divi-
dends may qualify for the dividends received deduction for corporations. Divi-
dends and distributions declared by each Portfolio may also be subject to state
and local taxes. Distributions out of net long-term capital gains (i.e., net
long-term capital gains in excess of net short-term capital losses) are taxable
to shareholders as long-term capital gains. Information as to the tax status of
dividends paid or deemed paid in each calendar year will be mailed to share-
holders as early in the succeeding year as practical but not later than January
31.
 
PURCHASE, EXCHANGE AND REDEMPTION OF SHARES
 
 
 Purchases of a Portfolio's Class Z shares must be made in accordance with the
terms of a Qualified Plan or Smith Barney UIT. Purchases are effected at the
net asset value next determined after a purchase order is received by Smith
Barney (the "trade date"). For shares purchased through Smith Barney or Intro-
ducing Brokers purchasing through Smith Barney, payment is due to Smith Barney
on the third business day (the "settlement date") after the trade date. In all
other cases, payment must be made with the purchase order. Investors who make
payment prior to the settlement date may designate a temporary investment (such
as a money market fund of the Smith Barney Mutual Funds) for such payment until
settlement date. The Concert Series reserves the right to reject any purchase
order and to suspend the offering of shares for a period of time. There are no
minimum investment requirements for Class Z shares; however, the Concert Series
reserves the right to vary this policy at any time.
 
 Purchase orders received by the Concert Series or Smith Barney prior to the
close of regular trading on the NYSE, currently 4:00 p.m., New York time, on
any day that the Concert Series calculates its net asset value, are priced
according to the net asset value determined on that day. See "Valuation of
Shares."
 
 Shareholders may redeem their shares on any day on which the Concert Series
calculates the Portfolios' net asset values. See "Valuation of Shares." Redemp-
tion requests received in proper form prior to the close of regular trading on
the NYSE are priced at the net asset value per share determined on that day.
Redemption requests received after the close of regular trading on the NYSE are
priced at the net asset value as next determined. Shareholders acquiring Class
Z shares through a Qualified Plan or a Smith Barney UIT should consult the
terms of their respective plans for redemption provisions.
 
 Holders of Class Z shares should consult their Qualified Plans for information
about exchange options.
 
16
<PAGE>
 
PERFORMANCE
 
 TOTAL RETURN
 
 From time to time, a Portfolio may include its total return, average annual
total return, yield, and current dividend return for Class Z shares in adver-
tisements. These figures are based on historical earnings and are not intended
to indicate future performance. Total return is computed for a specified period
of time assuming deduction of the maximum sales charge, if any, from the ini-
tial amount invested and reinvestment of all income dividends and capital gain
distributions on the reinvestment dates at prices calculated as stated in this
Prospectus, then dividing the value of the investment at the end of the period
so calculated by the initial amount invested and subtracting 100%. The standard
average annual total return, as prescribed by the SEC, is derived from this
total return, which provides the ending redeemable value. Such standard total
return information may also be accompanied with nonstandard total return infor-
mation for differing periods computed in the same manner but without
annualizing the total return or taking sales charges into account. The yield of
a Portfolio's Class Z refers to the net investment income earned by investments
in the Class over a 30-day period. This net investment income is then
annualized, i.e., the amount of income earned by the investments during the 30-
day period is assumed to be earned each 30-day period for twelve periods and is
expressed as a percentage of the investments. The yield is calculated according
to a formula prescribed by the SEC to facilitate comparison with yields quoted
by other investment companies. The Balanced Portfolio and the Conservative
Portfolio calculate current dividend return for Class Z shares by annualizing
the most recent quarterly dividend distribution and dividing by the net asset
value on the last day of the period for which the current dividend return is
presented. The Income Portfolio calculates current dividend return for Class Z
shares by annualizing the most recent monthly distribution and dividing by net
asset value on the last day of the period for which the current dividend return
is presented. The current dividend return may vary from time to time depending
on market conditions, the composition of its investment portfolio and operating
expenses. These factors and possible differences in the methods used in calcu-
lating current dividend return should be considered when comparing the Fund's
current return to yields published for other investment companies and other
investment vehicles. Each Portfolio may also include comparative performance
information in advertising or marketing the Class Z shares. Such performance
information may include data from Lipper Analytical Services, Inc. and other
financial publications.
 
MANAGEMENT OF THE FUND
 
 
 BOARD OF DIRECTORS
 
 Overall responsibility for management and supervision of the Concert Series
rests with the Concert Series' Board of Directors. A majority of the Series'
directors are non-interested persons as defined in Section 2(a)(19) of the 1940
Act. However, the directors and officers of the Series also serve in similar
positions with many of the Underlying Smith Barney Funds. Thus, if the inter-
ests of a Portfolio and the Underlying Smith Barney Funds were ever to become
divergent, it is possible that a conflict of interest could arise and affect
how the directors and officers of the Series fulfill their fiduciary duties to
that Portfolio and the Underlying Smith Barney Funds. The directors of the
Series believe they have structured each Portfolio to avoid these concerns.
However, conceivably a situation could occur where proper action for the Series
or a Portfolio separately could be adverse to the interests of an Underlying
Smith Barney Fund, or the reverse could occur. If such a possibility arises,
the directors and officers of the Series, the affected Underlying Smith Barney
Funds and SBMFM will carefully analyze the situation and take all steps they
believe reasonable to minimize and, where possible, eliminate the potential
conflict. Moreover, limitations on aggregate investments in the Underlying
Smith Barney Funds have been adopted by the Series to minimize this possibili-
ty, and close and continuous monitoring will be exercised to avoid, insofar as
is possible, these concerns. The Statement of Additional Information contains
background information regarding each director and executive officer of the
Concert Series.
 
 INVESTMENT MANAGER--SBMFM
 
 SBMFM, the investment manager to each Portfolio, is a registered investment
adviser whose principal offices are located at 388 Greenwich Street, New York,
New York 10013. SBMFM (through its predecessor entities) has been in the
investment counseling business since 1940. SBMFM renders investment advice to a
wide variety of investment company clients that had aggregate assets under man-
agement as of September 30, 1996 in excess of $77.8 billion. Subject to the
supervision and direction of the Concert Series' Board of Directors, SBMFM will
determine how each Portfolio's assets will be invested in the Underlying Smith
Barney Funds and in repurchase agreements pursuant to the investment objective
and policies of each Portfolio set forth in this Prospectus and make recommen-
dations to the Board of Directors concerning changes to (a) the Underlying
Smith Barney Funds in which the 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
 
                                                                              17
<PAGE>
 
MANAGEMENT OF THE FUND (CONTINUED)
 
invested in equity funds and fixed income funds (including money market funds).
The directors of the Concert Series will periodically monitor the allocations
made and the basis upon which such allocations were made or maintained. SBMFM
also furnishes each Portfolio with bookkeeping, accounting and administrative
services, office space and equipment, and the services of the officers and
employees of the Concert Series. Under the Asset Allocation and Administration
Agreement with each Portfolio, SBMFM has agreed to bear all expenses of the
Concert Series other than the management fee, the fees payable pursuant to the
plan adopted pursuant to Rule 12b-1 under the 1940 Act and extraordinary
expenses. For the services rendered and expenses borne, each Portfolio pays
SBMFM a monthly fee at the annual rate of 0.35% of the value of its average
daily net assets.
 
 SBMFM also serves as investment adviser to each of the Underlying Smith Barney
Funds in which the Portfolios may invest (other than the Smith Barney Premium
Total Return Fund) and is responsible for the selection and management of each
of the Underlying Smith Barney Fund's investments. Smith Barney Strategy
Advisers Inc. ("SBSA"), located at 388 Greenwich Street, New York, New York
10013, serves as investment adviser to Smith Barney Premium Total Return Fund.
SBSA has been in the investment counseling business since 1968 and is a wholly
owned subsidiary of SBMFM. SBSA renders investment advice to investment
companies that had aggregate assets under management as of September 30, 1996
in excess of $3.3 billion.
 
 Each Portfolio, as a shareholder in the Underlying Smith Barney Funds, will
indirectly bear its proportionate share of any investment management fees and
other expenses paid by the Underlying Smith Barney Funds. The effective manage-
ment fee of each of the Underlying Smith Barney Funds in which the Portfolios
may invest is set forth below as a percentage rate of the Fund's annual net
assets:
 
<TABLE>
<CAPTION>
                                                MANAGEMENT
UNDERLYING SMITH BARNEY FUND                       FEES
----------------------------------------------------------
<S>                                             <C>
Smith Barney Aggressive Growth Fund Inc.          0.80%
Smith Barney Appreciation Fund Inc.               0.61%
Smith Barney Equity Funds
 Smith Barney Growth and Income Fund              0.65%
Smith Barney Fundamental Value Fund Inc.          0.75%
Smith Barney Funds, Inc.
 Equity Income Portfolio                          0.58%
 Short-Term U.S. Treasury Securities Portfolio    0.45%
Smith Barney Income Funds
 Smith Barney High Income Fund                    0.70%
 Smith Barney Utilities Fund                      0.65%
 Smith Barney Premium Total Return Fund           0.75%
 Smith Barney Convertible Fund                    0.70%
 Smith Barney Diversified Strategic Income Fund   0.65%
Smith Barney Investment Funds Inc.
 Smith Barney Managed Growth Fund                 0.85%
 Smith Barney Special Equities Fund               0.75%
 Smith Barney Government Securities Fund          0.55%
 Smith Barney Investment Grade Bond Fund          0.65%
Smith Barney Managed Governments Fund Inc.        0.65%
Smith Barney Money Funds, Inc.
 Cash Portfolio                                   0.41%
Smith Barney Natural Resources Fund Inc.          0.75%
Smith Barney World Funds, Inc.
 International Equity Portfolio                   0.85%
 Emerging Markets Portfolio                       1.00%
 International Balanced Portfolio                 0.85%
 Global Government Bond Portfolio                 0.75%
----------------------------------------------------------
</TABLE>
 
 PORTFOLIO MANAGEMENT
 
 Thomas B. Stiles II, Chief Investment Officer of SBMFM, has primary responsi-
bility for the day-to-day management of each Portfolio. Mr. Stiles, born in
1940, is Chairman and Chief Executive Officer of Greenwich Street Advisors, a
division of SBMFM, and a Managing Director of Smith Barney. Certain managing
directors of SBMFM will assist Mr. Stiles in managing the Portfolios.
 
 DISTRIBUTOR -- SMITH BARNEY
 
 Smith Barney is located at 388 Greenwich Street, New York, New York 10013, and
serves as the Fund's distributor. Smith Barney is a wholly owned subsidiary of
Travelers Group Inc. ("Travelers").
 
18
<PAGE>
 
ADDITIONAL INFORMATION
 
 The Concert Series, an open-end, non-diversified investment company, was
incorporated in Maryland on August 11, 1995. The Concert Series has authorized
capital of 5,500,000,000 shares with a par value of $.001 per share. The Board
of Directors has authorized the issuance of ten series of shares, each repre-
senting shares in one of ten separate portfolios and may authorize the issu-
ance of additional series of shares in the future. The assets of each Portfo-
lio are segregated and separately managed and a shareholder's interest is in
the assets of the Portfolio in which he or she holds shares. Class A, Class B,
Class C, Class Y and Class Z shares of a Portfolio represent interests in the
assets of that Portfolio and have identical voting, dividend, liquidation and
other rights (other than conversion) on the same terms and conditions except
that expenses related to the distribution of each Class of shares are borne
solely by each Class and each Class of shares has exclusive voting rights with
respect to provisions of the Concert Series' Rule 12b-1 distribution plan that
pertain to a particular Class. As described under "Voting" in the Statement of
Additional Information, the Concert Series ordinarily will not hold share-
holder meetings; however, shareholders have the right to call a meeting upon a
vote of 10% of the Concert Series' outstanding shares and the Concert Series
will assist shareholders in calling such a meeting as required by the 1940
Act. Shares do not have cumulative voting rights or preemptive rights and are
fully paid, transferable and non-assessable when issued for payment as
described in this Prospectus.
 
 On matters submitted for consideration by shareholders of any Underlying
Smith Barney Fund, a Portfolio will vote its shares in proportion to the vote
of all other holders of shares of that Fund or, in certain limited instances,
the Portfolio will vote its shares in the manner indicated by a vote of hold-
ers of shares of the Portfolio.
 
 PNC Bank, National Association, located at 17th and Chestnut Streets, Phila-
delphia, Pennsylvania 19103, serves as custodian of the Portfolios' invest-
ments.
 
 First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Concert Series' transfer agent.
 
 The Concert Series intends to send its shareholders a semi-annual report and
an audited annual report, which will include listings of the investment secu-
rities held by the Concert Series at the end of the period covered. In an
effort to reduce the Concert Series' printing and mailing costs, the Concert
Series plans to consolidate the mailing of its semi-annual and annual reports
by household. This consolidation means that a household having multiple
accounts with the identical address of record will receive a single copy of
each report. In addition, the Concert Series also plans to consolidate the
mailing of its Prospectus so that a shareholder having multiple accounts (that
is, individual, IRA and/or Self-Employed Retirement Plan accounts) will
receive a single Prospectus annually. Shareholders who do not want this con-
solidation to apply to their account should contact their Smith Barney Finan-
cial Consultant or the Concert Series' transfer agent.
 
                                                                             19
<PAGE>
 
 
 
 
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<PAGE>
 
APPENDIX
 
 DESCRIPTIONS OF CERTAIN RISKS RELATED TO VARIOUS SECURITIES INVESTED IN, AND
 INVESTMENT STRATEGIES EMPLOYED BY, THE UNDERLYING SMITH BARNEY FUNDS IN WHICH
 THE PORTFOLIOS MAY INVEST
 
 Repurchase Agreements. Repurchase agreements, as utilized by an Underlying
Smith Barney Fund or a Portfolio of the Concert Series, could involve certain
risks in the event of default or insolvency of the other party, including pos-
sible delays or restrictions upon the ability of an Underlying Smith Barney
Fund or a Portfolio to dispose of the underlying securities, the risk of a
possible decline in the value of the underlying securities during the period
in which an Underlying Smith Barney Fund or a Portfolio 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 agreement.
 
 Reverse Repurchase Agreements. Certain of the Underlying Smith Barney Funds
may engage in reverse repurchase agreement transactions with banks, brokers
and other financial institutions. Reverse repurchase agreements involve the
risk that the market value of the securities sold by the Underlying Smith Bar-
ney Fund may decline below the repurchase price of the securities.
 
 Lending of Portfolio Securities. The risks in lending portfolio securities,
like those associated with other extensions of secured credit, consist of pos-
sible delays in receiving additional collateral or in the recovery of the
securities or possible loss of rights in the collateral should the borrower
fail financially. Loans will be made to firms deemed by the adviser to the
Underlying Smith Barney Fund 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.
 
 When-Issued Securities and Delayed-Delivery Transactions. The purchase of
securities on a when-issued or delayed-delivery basis involves the risk that,
as a result of an increase in yields available in the marketplace, the value
of the securities purchased will decline prior to the settlement date. The
sale of securities for delayed delivery involves the risk that the prices
available in the market on the delivery date may be greater than those
obtained in the sale transaction.
 
 Non-Diversified Funds. Certain of the Underlying Smith Barney Funds are
classified as non-diversified investment companies under the 1940 Act. Since,
as a non-diversified fund, such an Underlying Smith Barney Fund is permitted
to invest a greater proportion of its assets in the securities of a smaller
number of issuers, each such Fund may be subject to greater risk with respect
to its individual portfolio than a Fund that is more broadly diversified.
 
 Securities of Unseasoned Issuers. Securities in which certain of the Under-
lying Smith Barney Funds may invest may have limited marketability and, there-
fore, may be subject to wide fluctuations in market value. In addition, cer-
tain securities may lack a significant operating history and be dependent on
products or services without an established market share.
 
 Convertible Securities and Synthetic Convertible Securities. While convert-
ible securities generally offer lower yields than non-convertible debt securi-
ties of similar quality, their prices may reflect changes in the value of the
underlying common stock. Convertible securities entail less credit risk than
the issuer's common stock.
 
 Synthetic convertible securities are created by combining non-convertible
bonds or preferred stocks with warrants or stock call options. Synthetic con-
vertible securities differ from convertible securities in certain respects,
including that each component of a synthetic convertible security has a sepa-
rate market value and responds differently to market fluctuations. Investing
in synthetic convertible securities involves the risks normally involved in
holding the securities comprising the synthetic convertible security.
 
 Securities of Developing Countries. A developing country generally is consid-
ered to be a country that is in the initial stages of its industrialization
cycle. Investing in the equity and fixed-income markets of developing coun-
tries involves exposure to economic structures that are generally less diverse
and mature, and to political systems that can be expected to have less stabil-
ity, than those of developed countries. Historical experience indicates that
the markets of developing countries have been more volatile than the markets
of the more mature economies of developed countries; however, such markets
often have provided higher rates of return to investors.
 
 Sovereign Debt Obligations. Sovereign debt of developing countries may
involve a high degree of risk, and may be in default or present the risk of
default. Governmental entities responsible for repayment of the debt may be
unable or unwilling to repay principal and interest when due, and may require
renegotiation or rescheduling of debt payments. In addition, prospects for
repaying of principal and interest may depend on political as well as economic
factors. Although some sovereign debt, such as Brady Bonds, is collateralized
by U.S. government securities, repayment of principal and interest is not
guaranteed by the U.S. government.
 
                                                                            A-1
<PAGE>
 
APPENDIX (CONTINUED)
 
 
 Restrictions on Foreign Investment. Some countries prohibit or impose substan-
tial restrictions on investments in their capital markets, particularly their
equity markets, by foreign entities. As illustrations, certain countries
require governmental approval prior to investments by foreign persons, or limit
the amount of investment by foreign persons in a particular company, or limit
the investment by foreign persons to only a specific class of securities of a
company that may have less advantageous terms than securities of the company
available for purchase by nationals or limit the repatriation of funds for a
period of time.
 
 Smaller capital markets, while often growing in trading volume, have substan-
tially less volume than U.S. markets, and securities in many smaller capital
markets are less liquid and their prices may be more volatile than securities
of comparable U.S. companies. Brokerage commissions, custodial services, and
other costs relating to investment in smaller capital markets are generally
more expensive than in the U.S. Such markets have different clearance and set-
tlement procedures, and in certain markets there have been times when settle-
ments have been unable to keep pace with the volume of securities transactions,
making it difficult to conduct such transactions. Further, satisfactory custo-
dial services for investment securities may not be available in some countries
having smaller capital markets, which may result in an Underlying Smith Barney
Fund incurring additional costs and delays in transporting and custodying such
securities outside such countries. Delays in settlement could result in tempo-
rary periods when assets of a Fund are uninvested and no return is earned
thereon. The inability of an Underlying Smith Barney Fund to make intended
security purchases due to settlement problems could cause such Fund to miss
attractive investment opportunities. Inability to dispose of a portfolio secu-
rity due to settlement problems could result either in losses to the Fund due
to subsequent declines in value of the portfolio security or, if the Fund has
entered into a contract to sell the security, could result in possible liabil-
ity to the purchaser. There is generally less government supervision and regu-
lation of exchanges, brokers and issuers in countries having smaller capital
markets than there is in the U.S.
 
 Mortgage-Related Securities. To the extent that an Underlying Smith Barney
Fund purchases mortgage-related securities at a premium, mortgage foreclosures
and prepayments of principal by mortgagors (which may be made at any time with-
out penalty) may result in some loss of the Fund's principal investment to the
extent of the premium paid. The Underlying Smith Barney Fund's yield may be
affected by reinvestment of prepayments at higher or lower rates than the orig-
inal investment. In addition, like other debt securities, the values of mort-
gage-related securities, including government and government-related mortgage
pools, generally will fluctuate in response to market interest rates.
 
 Non-Publicly Traded and Illiquid Securities. The sale of securities that are
not publicly traded is typically restricted under the Federal securities laws.
As a result, an Underlying Smith Barney Fund may be forced to sell these secu-
rities at less than fair market value or may not be able to sell them when the
Fund's adviser believes it desirable to do so. Investments by an Underlying
Smith Barney Fund in illiquid securities are subject to the risk that should
the Fund desire to sell any of these securities when a ready buyer is not
available at a price that the Fund's adviser deems representative of its value,
the value of the Underlying Smith Barney Fund's net assets could be adversely
affected.
 
 Short Sales. Possible losses from short sales differ from losses that could be
incurred from a purchase of a security, because losses from short sales may be
unlimited, whereas losses from purchases can equal only the total amount
invested.
 
 Forward Roll Transactions. Forward roll transactions involve the risk that the
market value of the securities sold by an Underlying Smith Barney Fund may
decline below the repurchase price of the securities. Forward roll transactions
are considered borrowings by a Fund. Although investing the proceeds of these
borrowings in repurchase agreements or money market instruments may provide an
Underlying Smith Barney Fund with the opportunity for higher income, this
leveraging practice will increase a Fund's exposure to capital risk and higher
current expenses. Any income earned from the securities purchased with the
proceeds of these borrowings that exceeds the cost of the borrowings would
cause a Fund's net asset value per share to increase faster than would
otherwise be the case; any decline in the value of the securities purchased
would cause a Fund's net asset value per share to decrease faster than would
otherwise be the case.
 
 Leverage. Certain of the Underlying Smith Barney Funds may borrow from banks,
on a secured or unsecured basis, in order to leverage their portfolios. Lever-
age creates an opportunity for increased returns to shareholders of an Under-
lying Smith Barney Fund but, at the same time, creates special risk considera-
tions. For example, leverage may exaggerate changes in the net asset value of a
Fund's shares and in a Fund's yield. Although the principal or stated value of
such borrowings will be fixed, the Fund's assets may change in value during the
time the borrowing is outstanding. Leverage will create interest or dividend
expenses for the Fund that can exceed the income from the assets retained. To
the extent the income or other gain derived from securities purchased with bor-
rowed funds exceeds the interest or dividends the Fund will have to pay in
respect thereof, the Fund's net income or other gain will be greater than if
leverage had not been used. Conversely, if the income or
 
A-2
<PAGE>
 
APPENDIX (CONTINUED)
 
other gain from the incremental assets is not sufficient to cover the cost of
leverage, the net income or other gain of the Fund will be less than if lever-
age had not been used. If the amount of income from the incremental securities
is insufficient to cover the cost of borrowing, securities might have to be
liquidated to obtain required funds. Depending on market or other conditions,
such liquidations could be disadvantageous to the Underlying Smith Barney Fund.
 
 Floating and Variable Rate Income Securities. Floating and variable rate
income securities include securities whose rates vary inversely with changes in
market rates of interest. Such securities may also pay a rate of interest
determined by applying a multiple to the variable rate. The extent of increases
and decreases in the value of securities whose rates vary inversely with
changes in market rates of interest generally will be larger than comparable
changes in the value of an equal principal amount of a fixed rate security hav-
ing similar credit quality, redemption provisions and maturity.
 
 Zero Coupon, Discount and Payment-in-Kind Securities. Zero coupon securities
generally pay no cash interest (or dividends in the case of preferred stock) to
their holders prior to maturity. Payment-in-kind securities allow the lender,
at its option, to make current interest payments on such securities either in
cash or in additional securities. Accordingly, such securities usually are
issued and traded at a deep discount from their face or par value and generally
are subject to greater fluctuations of market value in response to changing
interest rates than securities of comparable maturities and credit quality that
pay cash interest (or dividends in the case of preferred stock) on a current
basis.
 
 Premium Securities. Premium securities are income securities bearing coupon
rates higher than prevailing market rates. Premium securities are typically
purchased at prices greater than the principal amounts payable on maturity. If
securities purchased by an Underlying Smith Barney Fund at a premium are called
or sold prior to maturity, the Fund will recognize a capital loss to the extent
the call or sale price is less than the purchase price. Additionally, the Fund
will recognize a capital loss if it holds such securities to maturity.
 
 Yankee Bonds. Yankee bonds are U.S. dollar-denominated bonds sold in the U.S.
by non-U.S. issuers. As compared with bonds issued in the U.S., such bond
issues normally carry a higher interest rate but are less actively traded.
 
 Swap Agreements. As one way of managing its exposure to different types of
investments, certain of the Underlying Smith Barney Funds may enter into inter-
est rate swaps, currency swaps, and other types of swap agreements such as
caps, collars, and floors. Swap agreements can be highly volatile and may have
a considerable impact on a Fund's performance. Swap agreements are subject to
risks related to the counterparty's ability to perform, and may decline in
value if the counterparty's creditworthiness deteriorates. A Fund may also suf-
fer losses if it is unable to terminate outstanding swap agreements or reduce
its exposure through offsetting transactions.
 
 Indexed Securities. Certain of the Underlying Smith Barney Funds may invest in
indexed securities, including inverse floaters, whose value is linked to cur-
rencies, interest rates, commodities, indices, or other financial indicators.
Indexed securities may be positively or negatively indexed (i.e., their value
may increase or decrease if the underlying instrument appreciates), and may
have return characteristics similar to direct investments in the underlying
instrument or to one or more options on the underlying instrument. Indexed
securities may be more volatile than the underlying instrument itself.
 
 Investment in Utility Securities. The Smith Barney Utilities Fund is particu-
larly subject to risks that are inherent to the utility industries, including
difficulty in obtaining an adequate return on invested capital, difficulty in
financing large construction programs during an inflationary period, restric-
tions on operations and increased cost and delays attributable to environmental
considerations and regulation, difficulty in raising capital in adequate
amounts on reasonable terms in periods of high inflation and unsettled capital
markets, increased costs and reduced availability of certain types of fuel,
occasional reduced availability and high costs of natural gas for resales, the
effects of energy conservation, the effects of a national energy policy and
lengthy delays and greatly increased costs and other problems associated with
the design, construction, licensing, regulation and operation of nuclear facil-
ities for electric generation, including, among other considerations, the prob-
lems associated with the use of radioactive materials and the disposal of
radioactive wastes. There are substantial differences between the regulatory
practices and policies of various jurisdictions, and any given regulatory
agency may make major shifts in policy from time to time. There is no assurance
that regulatory authorities will grant rate increases in the future or that
such increases will be adequate to permit the payment of dividends on common
stocks. Additionally, existing and possible future regulatory legislation may
make it even more difficult for these utilities to obtain adequate relief. Cer-
tain of the issuers of securities held by the Smith Barney Utilities Fund may
own or operate nuclear generating facilities. Governmental authorities may from
time to time review existing policies, and impose additional requirements gov-
erning the licensing, construction and operation of nuclear power plants.
 
                                                                             A-3
<PAGE>
 
APPENDIX (CONTINUED)
 
 
 Each of the risks referred to above could adversely affect the ability and
inclination of public utilities to declare or pay dividends and the ability of
holders of common stock to realize any value from the assets of the issuer upon
liquidation or bankruptcy. All of the utilities that are issuers of the securi-
ties held by the Smith Barney Utilities Fund have been experiencing one or more
of these problems in varying degrees. Moreover, price disparities within
selected utility groups and discrepancies in relation to averages and indices
have occurred frequently for reasons not directly related to the general move-
ments or price trends of utility common stocks. Causes of these discrepancies
include changes in the overall demand for and supply of various securities (in-
cluding the potentially depressing effect of new stock offerings), and changes
in investment objectives, market expectations or cash requirements of other
purchasers and sellers of securities.
 
A-4
<PAGE>
 
                                              SMITH BARNEY
                                              ----------------------------------
                                              A Member of Travelers Group [LOGO]
 
 
 
 
 
 
 
 
 
 
                                                          SMITH BARNEY
                                                          CONCERT SERIES INC.
 
                                                            388 Greenwich Street
                                                        New York, New York 10013


PART B

    
   
The Statement of Additional Information for Class A, Class B, Class C, Class Y 
and Class Z shares of the High Growth,  Growth, Balanced, Conservative and 
Income Portfolios of Smith Barney Concert Series Inc. (the "Fund") is filed 
herein.

The Statement of Additional Information for Select High Growth, Select Growth, 
Select Balanced, Select Conservative and Select Income Portfolios of the Fund 
is incorporated by reference to Part B of Post-Effective Amendment No. 4 to 
the Fund's Registration Statement filed on October 31, 1996 (Accession No. 
91155-96-000448).
    
Statement of Additional Information
August 5, 1996, as amended November 19, 1996
Smith Barney Concert Series Inc.
HIGH GROWTH PORTFOLIO
GROWTH PORTFOLIO
BALANCED PORTFOLIO
CONSERVATIVE PORTFOLIO
INCOME PORTFOLIO

388 Greenwich Street, New York, New York 10013 (212) 723-9218

   
This Statement of Additional Information expands upon and supplements the 
information contained in the current Prospectuses of Smith Barney Concert 
Series Inc. (the "Concert Series") dated August 5, 1996 for Class A, Class B, 
Class C and Class Y shares of the High Growth Portfolio, Growth Portfolio, 
Balanced Portfolio, Conservative Portfolio and Income Portfolio (individually, 
a "Portfolio" and collectively, the "Portfolios") and the current Prospectus 
dated November 19, 1996 for Class Z shares of the Portfolios, as amended or 
supplemented from time to time (collectively the "Prospectus"), and should be 
read in conjunction therewith.  The Concert Series currently offers ^ ten  
investment portfolios^, five of which are offered hereby.  Each Portfolio 
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 Smith Barney, Smith Barney Mutual Funds 
Management Inc. ("SBMFM") or Smith Barney Strategy Advisers Inc. ("SBSA") now 
or in the future acts as investment adviser.  The ^ Prospectus may be obtained 
from a Smith Barney Financial Consultant or an Investment Representative of 
PFS Distributors, Inc. ("PFS"), 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 
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 	 21
Distributors 	 21
Valuation ^ of Shares 	 23
Exchange Privilege 	 23
IRA ^ and other Prototype Plans 	 24
Performance 	 25
Taxes ^(see in the Prospectus "Dividends, Distributions And Taxes") 	 26
Voting ^(see in the Prospectus "Additional Information") 	 29
Additional Information 	 29
Financial Statement 	 29
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:

Smith Barney and PFS 	 Distributors
SBMFM 	 Investment Manager
PNC Bank, National Association ("PNC Bank") 	 Custodian
First Data Investor Services Group, Inc. ("First Data"), 
	a subsidiary of First Data Corporation 	 Transfer Agent
PFS Shareholder Services (the "Sub-Transfer Agent") 	 Sub-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 75).  Consultant to companies in the 
financial services industry; Director of Pimco Advisers L.P.  His address is 
6001 N. 62nd Place, Paradise Valley, Arizona 85253.

	Martin Brody, Director (Age ^ 75).  Vice Chairman of the Board of 
Restaurant Associates Industries, Inc.  His address is c/o HMK Associates, 30 
Columbia Turnpike, Florham Park, New Jersey 07932.

	H. John Ellis, Jr., Director (Age ^ 66).  Prior to 1992, Executive Vice 
President of the Consulting Services Division of Shearson Lehman Brothers Inc. 
("Shearson Lehman Brothers").  His address is 858 East Crystal Downs Drive, 
Frankfort, Michigan 49635.

	Stephen E. Kaufman, Director (Age 64).  Attorney.  His address is 277 
Park Avenue, New York, New York 10172. 

	Armon E. Kamesar, Director (Age ^ 69).  Chairman of TEC, an 
international organization of Chief Executive Officers; Trustee, U.S. 
Bankruptcy Court.  His address is 7328 Country Club Drive, LaJolla, California 
92037.

	*Heath B. McLendon, Chairman of the Board (Age 63).  Managing Director 
of Smith Barney, Chairman of the Board of Smith Barney Strategy Advisers Inc. 
and President of SBMFM; prior to July 1993, Senior Executive Vice President of 
Shearson Lehman Brothers, Vice Chairman of Asset Management Division of 
Shearson Lehman Brothers.  Mr. McLendon also serves as Chairman of the Board 
of 42 investment companies sponsored by Smith Barney ("Smith Barney Mutual 
Funds").  His address is 388 Greenwich Street, New York, New York 10013.

	Madelon DeVoe Talley, Director (Age ^ 64).  Author.  Governor-at-large 
of the National Association of Securities Dealers, Inc.  Her address is 876 
Park Avenue, New York, New York 10021.

	Jessica M. Bibliowicz, President (Age 36).  Executive Vice President of 
Smith Barney; prior to 1994, Director of Sales and Marketing for Prudential 
Mutual Funds.  Ms. Bibliowicz also serves as President of 40 Smith Barney 
Mutual Funds.  Her address is 388 Greenwich Street, New York, New York 10013. 

	Lewis E. Daidone, Senior Vice President and Treasurer (Age ^ 39).  
Managing Director of Smith Barney; Director and Senior Vice President of 
SBMFM.  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. 
    
	Christina T. Sydor, Secretary (Age 45).  Managing Director of Smith 
Barney; General Counsel and Secretary of SBMFM.  Ms. Sydor also serves as 
Secretary of 42 Smith Barney Mutual Funds.  Her address is 388 Greenwich 
Street, New York, New York 10013. 

No officer, director or employee of Smith Barney, PFS or any of their 
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 Smith Barney, PFS or 
any of their affiliates a fee of $5,000 per annum plus $100 per Portfolio per 
meeting attended and reimburses travel and out-of-pocket expenses.

The following table shows the estimated compensation to be provided by Concert 
Series to the directors during its first fiscal year and compensation paid to 
such directors during the 1995 calendar year by other Smith Barney Mutual 
Funds:

Compensation Table
			Total
	Pension or	Total	Number
	Retirement Benefits	Estimated	Compensation	of Funds
	Aggregate	Accrued as Expense	Benefits on	From	Served in
	Name	Compensation	of Concert Series	Retirement	Fund Complex	Complex
Heath B. McLendon	None	None	None	None	41
Walter Auch	$  7,000	None	None	$ 19,500	2
Martin Brody	7,000	None	None	103,625	15
H. John Ellis	7,000	None	None	None	1
Armon E. Kamesar	7,000	None	None	19,500	1
Stephen E. Kaufman	7,000	None	None	83,600	10
Madelon DeVoe Talley	7,000	None 	None	63,500	3

Investment Manager - SBMFM

SBMFM acts as investment manager to each Portfolio pursuant to separate asset 
allocation and administration agreements (the "Asset Allocation and 
Administration Agreements").  SBMFM is a wholly owned subsidiary of Smith 
Barney Holdings Inc. ("Holdings") and Holdings is a wholly owned subsidiary of  
Travelers Group Inc. ("Travelers").  The Asset Allocation and Administration 
Agreements with respect to each Portfolio were approved by the Board of 
Directors, including a majority of the directors who are not "interested 
persons" of the Concert Series or SBMFM (the "Independent Directors"), on 
December 14, 1995 and by the initial shareholder of the respective Portfolios 
on January 31, 1996.  Pursuant to the Asset Allocation and Administration 
Agreements, SBMFM will determine how each 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 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, 
SBMFM 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 
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.  SBMFM provides investment 
advisory and management services to investment companies affiliated with Smith 
Barney.

The management fee for each 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, SBMFM has agreed to bear all 
expenses incurred in the operation of each Portfolio other than the management 
fee, the fees payable pursuant to the plan adopted pursuant to Rule 12b-1 
under the 1940 Act 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 SBMFM; 
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.

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 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 and will 
render an opinion on the Concert Series' financial statements annually.


INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

The Prospectus discusses the investment objectives of the Portfolios and each 
of the Underlying Smith Barney Funds in which the 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 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 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 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 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 they anticipate.

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 securities 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 and the International Balanced Portfolio 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 or index underlying the futures contract fluctuates, 
making the long and short positions in the futures contract more or less 
valuable, a process known as "marking-to-market." At any time prior to 
expiration of a futures contract, 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 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 or index and movements in the price of the securities 
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 securities 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 securities 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 
securities to meet daily variation margin requirements at a time when it may 
be disadvantageous to do so.  These sales of securities may, but will not 
necessarily, be at increased prices which reflect the change in interest rates 
or currency values, as the case may be.

OPTIONS ON FUTURES CONTRACTS.  An option on an interest rate 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 futures contracts 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 and foreign currency futures will be based upon 
predictions by a Fund's adviser as to anticipate trends in interest rates and 
currency values, as the case may be, which could price to 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 securities in the currencies 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 or U.S. government securities.  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 Funds 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 or cash equivalents.

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.  Shareholder 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 6 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 from banks for temporary or emergency purposes, 
including the meeting of redemption requests in an amount not exceeding 33-
1/3% of the value of a Portfolio's total assets (including the amount 
borrowed) valued at market less liabilities (not including the amount 
borrowed) at the time the borrowing is made.

2.  Making loans of money to others, except through the purchase of portfolio 
securities consistent with its investment objective and policies and 
repurchase agreements.

3.  Underwriting the securities of other issuers, except insofar as the 
Portfolio may be deemed an underwriter under the Securities Act of 1933, as 
amended, by virtue of disposing of portfolio securities.

4.  Purchasing or selling real estate except that each Portfolio may purchase 
and sell money market securities that are secured by real estate or issued by 
companies that invest or deal in real estate.

5.  Investing in commodities.

6.  Issuing senior securities except as permitted by investment restriction 1.

7.  Purchasing securities on margin.

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

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

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

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

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

13.  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).

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

15.  Purchasing or retaining securities of any company if, to the knowledge of 
the Concert Series, any officer or director of the Concert Series or SBMFM 
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.

Pursuant to an exemptive order issued by the SEC (Investment Company Act 
Release No. IC-21613, December 19, 1995) each Portfolio may (i) purchase more 
than 3% of the outstanding voting securities of any Underlying Smith Barney 
Fund, (ii) invest more than 5% of its assets in any one Underlying Smith 
Barney Fund and (iii) invest substantially all of its assets in the Underlying 
Smith Barney Funds.

Because of their investment objectives and policies, the Portfolios will each 
concentrate more than 25% of their assets in the mutual fund industry.  In 
accordance with the 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 16% 
to 292% 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

Volume Discounts

The schedule of sales charges on Class A shares described in the Prospectus 
applies to purchases made by any "purchaser," which is defined to include the 
following: (a) an individual; (b) an individual's spouse and his or her 
children purchasing shares for his or her own account; (c) a pension, profit-
sharing or other employee benefit plan qualified under Section 401(a) of the 
Internal Revenue Code of 1986, as amended (the "Code"), and qualified employee 
benefit plans of employers who are "affiliated persons" of each other within 
the meaning of the 1940 Act; (d) tax-exempt organizations enumerated in 
Section 501(c)(3) or (13) of the Code; and (e) a trustee or other professional 
fiduciary (including a bank, or an investment adviser registered with the SEC 
under the Investment Advisers Act of 1940, as amended) purchasing shares of a 
Portfolio for one or more trust estates of fiduciary accounts.  Purchasers who 
wish to combine purchase orders to take advantage of volume discounts on Class 
A shares should contact a Smith Barney Financial Consultant.

Combined Right of Accumulation

Reduced sales charges, in accordance with the schedule in the Prospectus, 
apply to any purchase of Class A shares from Smith Barney if the aggregate 
investment in Class A shares of a Portfolio and in Class A shares of other 
funds of the Smith Barney Mutual Funds that are offered with an initial sales 
charge, including the purchase being made, of any purchaser is $25,000 or 
more.  The reduced sales charge is subject to confirmation of the 
shareholder's holdings through a check of appropriate records.  The Concert 
Series reserves the right to terminate or amend the combined right of 
accumulation at any time after written notice to shareholders.  For further 
information regarding the combined right of accumulation, shareholders should 
contact a Smith Barney Financial Consultant.

   
Determination of Public Offering Price

The Concert Series offers its shares to the public on a continuous basis.  The 
public offering price for Class A shares of the Concert Series is equal to the 
net asset value per share at the time of purchase plus an initial sales charge 
based on the aggregate amount of the investment.  The public offering price 
for Class B, Class C ^, Class Y and Class Z shares (and Class A share 
purchases, including applicable rights of accumulation, equaling or exceeding 
$500,000) is equal to the net asset value per share at the time of purchase 
and no sales charge is imposed at the time of purchase.  A contingent deferred 
sales charge ("CDSC"), however, is imposed on certain redemptions of Class B 
and Class C shares, and of Class A shares when purchased in amounts equaling 
or exceeding $500,000. The method of determining a Portfolio's net asset value 
is discussed below under "Valuation of Shares."
    
REDEMPTION OF SHARES

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

Automatic Cash Withdrawal Plan

An automatic cash withdrawal plan (the "Withdrawal Plan") is available to 
shareholders who own shares with a value of at least $10,000 ($5,000 for 
retirement plan accounts) and who wish to receive specific amounts of cash 
monthly or quarterly.  Withdrawals of at least $100 may be made under the 
Withdrawal Plan by redeeming as many shares of a Portfolio as may be necessary 
to cover the stipulated withdrawal payment.  Any applicable CDSC will not be 
waived on amounts withdrawn by shareholders that exceed 1.00% per month of the 
value of a shareholder's shares at the time the Withdrawal Plan commences. 
(With respect to Withdrawal Plans in effect prior to November 7, 1994, any 
applicable CDSC will be waived on amounts that do not exceed 2.00% per month 
of the value of a shareholder's shares at the time the Withdrawal Plan 
commences.) To the extent withdrawals exceed dividends, distributions and 
appreciation of a shareholder's investment in a Portfolio, there will be a 
reduction in the value of the shareholder's account and continued withdrawal 
payments will reduce the shareholder's investment and ultimately may exhaust 
it.  Withdrawal payments should not be considered as income from investment in 
a Portfolio.  Furthermore, as it generally would not be advantageous to a 
shareholder to make additional investments in a Portfolio at the same time he 
or she is participating in the Withdrawal Plan, purchases by such shareholders 
in amounts of less than $5,000 ordinarily will not be permitted.
   
Shareholders who wish to participate in the Withdrawal Plan and who hold their 
shares in certificate form must deposit their share certificates with First 
Data as agent for Withdrawal Plan members.  All dividends and distributions on 
shares in the Withdrawal Plan are reinvested automatically at net asset value 
in additional shares of the Portfolio.  Effective November 7, 1994, Withdrawal 
Plans should be set up with ^ a Smith Barney Financial Consultant.  ^ 
Shareholders who purchase shares directly through First Data may continue to 
do so and applications for participation in the Withdrawals Plan must be 
received by First Data no later than the eighth day of the month to be 
eligible for participation beginning with that month's withdrawal.  For 
additional information, shareholders should contact a Smith Barney Financial 
Consultant.  
    

DISTRIBUTORS

SMITH BARNEY.  Smith Barney serves as a principal underwriter of the Concert 
Series on a best efforts basis pursuant to a distribution agreement (the 
"Distribution Agreement").  The Distribution Agreement also gives authority to 
the Concert Series to use the "Smith Barney" name so long as the Distribution 
Agreement is in effect.  To compensate its distributors for the services 
provided and for the expenses borne, the Concert Series has adopted a services 
and distribution plan (the "Plan'") pursuant to Rule 12b-1 under the 1940 Act.  
Under the Plan, each Portfolio pays Smith Barney a service fee, accrued daily 
and paid monthly, calculated at the annual rate of 0.25% of the value of the 
Portfolio's average daily net assets attributable to the Class A, Class B and 
Class C shares sold through Smith Barney.  In addition, each Portfolio pays 
Smith Barney a distribution fee with respect to the Class B and Class C shares 
sold through Smith Barney primarily intended to compensate Smith Barney for 
its initial expense of paying Financial Consultants a commission upon sales of 
those shares.  The distribution fees applicable to Class B and Class C shares 
of the High Growth Portfolio, the Growth Portfolio and the Balanced Portfolio, 
accrued daily and paid monthly, are calculated at the annual rate of 0.75% of 
the value of a Portfolio's average daily net assets attributable to the shares 
of the respective Class.  The distribution fees applicable to Class B and 
Class C shares of the Conservative Portfolio and the Income Portfolio, accrued 
daily and paid monthly, are calculated at the annual rate of 0.50% and 0.45%, 
respectively, of the value of the Portfolio's average daily net assets 
attributable to the shares of the respective Class.

PFS.  PFS, located at 3100 Breckinridge Boulevard, Building 200, Duluth, 
Georgia 30199-0062, also distributes shares of each Portfolio as a principal 
underwriter and as such conducts a continuous offering pursuant to a best 
efforts arrangement requiring PFS to take and pay for only such securities as 
may be sold to the public.  The only Classes of shares being offered for sale 
through PFS are Class A shares and Class B shares.  Pursuant to the Plan 
(described above), PFS is paid a service fee with respect to Class A and Class 
B shares of each Portfolio sold through PFS at the annual rate of 0.25% of the 
average daily net assets attributable to each Class.  PFS is also paid a 
distribution fee with respect to Class B shares of the High Growth Portfolio, 
the Growth Portfolio and the Balanced Portfolio sold through PFS at the annual 
rate of 0.75% of the average daily net assets attributable to that Class.  PFS 
is paid a distribution fee with respect to Class B shares of the Conservative 
Portfolio and the Income Portfolio sold through PFS at the annual rate of 
0.50% of the average daily net assets attributable to that Class.  Class B 
shares that automatically convert to Class A shares eight years after the date 
of original purchase will no longer be subject to a distribution fee.  The 
fees are paid to PFS, which in turn, pays PFS Investments Inc. ("PFS 
Investments") to pay its Investments Representatives for servicing shareholder 
accounts and, in the case of Class B shares, to cover expenses primarily 
intended to result in the sale of those shares.  These expenses include: 
advertising expenses; the cost of printing and mailing prospectuses to 
potential investors; payments to and expenses of Investments Representatives 
and other persons who provide support services in connection with the 
distribution of shares; interest and/or carrying charges; and indirect and 
overhead costs of PFS Investments associated with the sale of Portfolio 
shares, including lease, utility, communications and sales promotion expenses.

The payments to PFS Investments Representatives for selling shares of a Class 
include a commission or fee paid by the investor or PFS at the time of sale 
and, with respect to Class A and Class B shares, a continuing fee for 
servicing shareholder accounts for as long as a shareholder remains a holder 
of that Class.  Investments Representatives may receive different levels of 
compensation for selling different Classes of shares.

PFS Investments may be deemed to be an underwriter for purposes of the 
Securities Act of 1933.  From time to time, PFS or its affiliates may also pay 
for certain non-cash sales incentives provided to PFS Investments 
Representatives.  Such incentives do not have any effect on the net amount 
invested.  In addition to the reallowances from the applicable public offering 
price described above, PFS may from time to time, pay or allow additional 
reallowances or promotional incentives, in the form of cash or other 
compensation to PFS Investments Representatives that sell shares of each 
Portfolio.

Under its terms, the Plan continues from year to year, provided such 
continuance is approved annually by vote of the Concert Series' Board of 
Directors, including a majority of the Independent Directors.  The Plan may 
not be amended to increase the amount of the service and distribution fees 
without shareholder approval, and all material amendments of the Plan also 
must be approved by the directors and Independent directors in the manner 
described above.  The Plan may be terminated with respect to a Class of a 
Portfolio at any time, without penalty, by the vote of a majority of the 
Independent Directors or by a vote of a majority of the outstanding voting 
securities of the Class (as defined in the 1940 Act).  Pursuant to the Plan, 
Smith Barney and PFS will provide the Concert Series' Board of Directors with 
periodic reports of amounts expended under the Plan and the purpose for which 
such expenditures were made.

GENERAL.  Actual distribution expenses for Class B shares of each Portfolio 
for any given year may exceed the fees received pursuant to the Plan and will 
be carried forward and paid by each Portfolio in future years so long as the 
Plan is in effect.  Interest is accrued monthly on such carryforward amounts 
at a rate comparable to that paid by Smith Barney for bank borrowings.  The 
Concert Series' Board of Directors will evaluate the appropriateness of the 
Plan and its payment terms on a continuing basis and in so doing will consider 
all relevant factors, including amounts received under the Plan and proceeds 
of the CDSC.


VALUATION OF SHARES
   
The net asset value of each Portfolio's Classes of Shares will be determined 
on any day that the New York Stock Exchange (the "NYSE") is open.  The NYSE is 
closed on the following holidays: New Year's 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.  Because of the 
differences in distribution fees and Class-specific expenses, the per share 
net asset value of each Class may differ.  The following is a description of 
the procedures used by each 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.


EXCHANGE PRIVILEGE

Except as noted below and in the Prospectus, shareholders of any Portfolio and 
of any other  Smith Barney Mutual Fund may exchange all or part of their 
shares for shares of the same class of any other Portfolio or of other Smith 
Barney Mutual Funds, to the extent such shares are offered for sale in the 
shareholder's state of residence, on the basis of relative net asset value per 
share at the time of exchange as follows:

A.  Class A shares of any fund purchased with a sales charge may be exchanged 
for Class A shares of any of the other funds, and a sales charge differential, 
if any, will be applied.  Class A shares of any fund may be exchanged without 
a sales charge for shares of the funds that are offered without a sales 
charge.  Class A shares of any fund purchased without a sales charge may be 
exchanged for shares sold with a sales charge, and the appropriate sales 
charge differential will be applied.

B.  Class A shares of any fund acquired by a previous exchange of shares may 
be exchanged for Class A shares of any of the other funds, and the sales 
charge differential, if any, will be applied.

C.  Class B shares of any fund may be exchanged without a sales charge.  Class 
B shares of any fund exchanged for Class B shares of another fund will be 
subject to the higher applicable CDSC of the two funds and, for purposes of 
calculating CDSC rates, and conversion periods, will be deemed to have been 
held since the date the shares being exchanged were deemed to be purchased.

AS STATED IN THE PROSPECTUS FOR SHARES DISTRIBUTED THROUGH PFS, THE EXCHANGE 
PRIVILEGE IS LIMITED.  Dealers other than Smith Barney must notify First Data 
of the investor's prior ownership of Class A shares of Smith Barney High 
Income Fund and the account number in order to accomplish an exchange of 
shares of Smith Barney High Income Fund under paragraph B above.

The exchange privilege enables shareholders to acquire shares of the same 
Class in a fund with different investment objectives when they believe that a 
shift between funds is an appropriate investment decision.  This privilege is 
available to shareholders residing in any state in which the fund shares being 
acquired may legally be sold.  Prior to any exchange, the shareholder should 
obtain and review a copy of the current prospectus of each fund into which an 
exchange is being considered.  Prospectuses may be obtained from a Smith 
Barney Financial Consultant or a PFS Investments Representative.

Upon receipt of proper instructions and all necessary supporting documents, 
shares submitted for exchange are redeemed at the then-current net asset value 
and, subject to any applicable sale charge differential, the proceeds are 
immediately invested, at a price as described above, in shares of the fund 
being acquired.  Smith Barney and PFS reserve the right to reject any exchange 
request.  The exchange privilege may be modified or terminated at any time 
after written notice to shareholders.


IRA AND OTHER PROTOTYPE PLANS

Copies of the following plans with custody or trust agreements have been 
approved by the Internal Revenue Service and are available from the Concert 
Series, Smith Barney or PFS; investors should consult with their own tax or 
retirement planning advisors prior to the establishment of a plan.

IRA, Rollover IRA and Simplified Employee Pension - IRA

The Tax Reform Act of 1986 (the "Tax Reform Act") changed the eligibility 
requirements for participants in Individual Retirement Accounts ("IRAs").  
Under the Tax Reform Act's new provisions, if you or your spouse has earned 
income and neither you nor your spouse is an active participant in any 
employer-sponsored retirement plan, each of you may establish an IRA and make 
maximum annual contributions equal to the lesser of earned income or $2,000.  
If your spouse is not employed, you may contribute and deduct on your joint 
venture a total of $2,250 between two IRA's.

If you or your spouse is an active participant in an employer-sponsored 
retirement plan, a deduction for contributions to an IRA might still be 
allowed in full or in part, depending on your combined adjusted gross income.  
For married couples filing jointly, a full deduction of contributions to an 
IRA will be allowed where the couples' adjusted gross income is below $40,001 
($25,001 for an unmarried individual); a partial deduction will be allowed 
when adjusted gross income is between $40,001-$50,000 ($25,001-$35,000 for an 
unmarried individual); and no deduction when adjusted income is $50,000 
($35,000 for an unmarried individual).  Shareholders should consult their tax 
advisors concerning the effects of the Tax Reform Act on the deductibility of 
their IRA contributions.

A Rollover IRA is available to defer taxes on lump sum payments and other 
qualifying rollover amounts (no maximum) received from another retirement 
plan.

An employer who has established a Simplified Employee Pension - IRA ("SEP-
IRA") on behalf of eligible employees may make a maximum annual contribution 
to each participant's account of 15% (up to $22,500) of each participant's 
compensation.

In addition, certain small employers (those who have 25 or fewer employees) 
can establish a Simplified Employees Pension Plan - Salary Reduction Plan 
("SEP-Salary Reduction Plan") under which employees can make elective pre-tax 
contributions up to $9,240 of gross income.  Consult your tax advisor for 
special rules regarding establishing either type of SEP.

An ERISA disclosure statement providing additional details is included with 
each IRA application sent to participants.  

Paired Defined Contribution Prototype

Corporations (including Subchapter S corporations) and non-corporate entities 
may purchase shares of the Fund through the Smith Barney Prototype Paired 
Defined Contribution Plan.  The prototype permits adoption of profit-sharing 
provisions, money purchase pension provisions, or both, to provide benefits 
for eligible employees and their beneficiaries. The prototype provides for a 
maximum annual tax deductible contribution on behalf of each Participant of up 
to 25% of compensation, but not to exceed $30,000 (provided that a money 
purchase pension plan or both a profit-sharing plan and a money purchase 
pension plan are adopted thereunder).


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 the following industry and financial 
publications: BARRON'S, BUSINESS WEEK, CDA INVESTMENT TECHNOLOGIES, INC., 
CHANGING TIMES, FORBES, FORTUNE, INSTITUTIONAL INVESTOR, INVESTORS DAILY, 
MONEY, MORNINGSTAR MUTUAL FUND VALUES, THE NEW YORK TIMES, USA TODAY AND THE 
WALL STREET JOURNAL.

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.  A 
Class' total return figures calculated in accordance with the 
above formula assume that the maximum applicable sales charge or 
maximum applicable CDSC, as the case may be, has been deducted 
from the hypothetical $1,000 initial investment at the time of 
purchase or redemption, as applicable.

Aggregate Total Return

Aggregate total return figures, as described below, represent the cumulative 
change in the value of an investment in the Class for the specified period and 
are computed by the following formula:

(ERV-P)/P

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

A Class' performance will vary from time to time depending upon market 
conditions, the composition of the Portfolio's investment portfolio and 
operating expenses and the expenses exclusively attributable to the Class.  
Consequently, any given performance quotation should not be considered 
representative of the Class' performance for any specified period in the 
future.  Because performance will vary, it may not provide a basis for 
comparing an investment in the Class with certain bank deposits or other 
investments that pay a fixed yield for a stated period of time.  Investors 
comparing the Class' performance with that of other mutual funds should give 
consideration to the quality and maturity of the respective investment 
companies' portfolio securities.


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

Distributions of investment company taxable income generally are taxable to 
shareholders as ordinary income.  If an Underlying Smith Barney Fund derives 
dividends from domestic corporations, a portion of the income distributions of 
a Portfolio which invests in that Fund may be eligible for the 70% deduction 
for dividends received by corporations.  Shareholders will be informed of the 
portion of dividends that qualify.  The dividends received deduction is 
reduced to the extent the shares of the Underlying Smith Barney Fund with 
respect to which the dividends are received are treated as debt-financed under 
federal income tax law and is eliminated if either the shares of the 
corporation paying the dividend, the shares of the Underlying Smith Barney 
Fund or the shares of the Portfolio are deemed to have been held by the 
Underlying Smith Barney Fund, the Portfolio or the shareholders, as the case 
may be, for less than 46 days.

Distributions of net realized capital gain designated by a Portfolio as 
capital gain dividends are taxable to shareholders as long-term capital gain, 
regardless of the length of time the shares of a Portfolio have been held by a 
shareholder.  Distributions of capital gain, whether long- or short-term, are 
not eligible for the dividends received deduction.

Dividends (including capital gain dividends) declared by a Portfolio in 
October, November or December of any calendar year to shareholders of record 
on a date in such a month will be deemed to have been received by shareholders 
on December 31 of that calendar year, provided that the dividend is actually 
paid by the Portfolio during January of the following calendar year.

All dividends are taxable to the shareholder whether reinvested in additional 
shares or received in cash.  Shareholders receiving distributions in the form 
of additional shares will have a cost basis for Federal income tax purposes in 
each share received equal to the net asset value of a share of Portfolio on 
the reinvestment date.  Shareholders will be notified annually as to the 
Federal tax status of distributions.

Distributions by a Portfolio reduce the net asset value of the Portfolio's 
shares.  Should a distribution reduce the net asset value below a 
shareholder's cost basis, such distribution nevertheless generally would be 
taxable to the shareholder as ordinary income or capital gain as described 
above, even though, from an investment standpoint, it may constitute a partial 
return of capital.  In particular, investors should be careful to consider the 
tax implications of buying shares just prior to a distribution.  The price of 
shares purchased at that time includes the amount of the forthcoming 
distribution but the distribution generally would be taxable to him or her.

Upon redemption, sale or exchange of his shares, a shareholder will realize a 
taxable gain or loss depending upon his basis for his shares.  Such gain or 
loss will be treated as capital gain or loss if the shares are capital assets 
in the shareholder's hands.  Such gain or loss generally will be long-term or 
short-term depending upon the shareholder's holding period for the shares.  
However, a loss realized by a shareholder on the sale of shares of a Portfolio 
with respect to which capital gain dividends have been paid will, to the 
extent of such capital gain dividends, be treated as long-term capital loss if 
such shares have been held by the shareholder for six months or less.  A gain 
realized on a redemption, sale or exchange will not be affected by a 
reacquisition of shares.  A loss realized on a redemption, sale or exchange, 
however, will be disallowed to the extent the shares disposed of are replaced 
(whether through reinvestment of distributions or otherwise) within a period 
of 61 days beginning 30 days before and ending 30 days after the disposition 
of the shares.  In such a case, the basis of the shares acquired will be 
adjusted to reflect the disallowed loss.

If a shareholder (a) incurs a sales charge in acquiring shares of the Concert 
Series, (b) disposes of those shares within 90 days and (c) acquires shares in 
a mutual fund for which the otherwise applicable sales charge is reduced by 
reason of a reinvestment right (i.e., exchange privilege), the original sales 
charge increases the shareholder's tax basis in the original shares only to 
the extent the otherwise applicable sales charge for the second acquisition is 
not reduced.  The portion of the original sales charge that does not increase 
the shareholder's tax basis in the original shares would be treated as 
incurred with respect to the second acquisition and, as a general rule, would 
increase the shareholder's tax basis in the newly acquired shares.  
Furthermore, the same rule also applies to a disposition of the newly acquired 
shares made within 90 days of the subsequent acquisition.  This provision 
prevents a shareholder from immediately deducting the sales charge by shifting 
his or her investment in a family of mutual funds.

BACKUP WITHHOLDING.  If a shareholder fails to furnish a correct taxpayer 
identification number, fails to fully report dividend or interest income, or 
fails to certify that he or she has provided a correct taxpayer identification 
number and that he or she is not subject to such withholding, then the 
shareholder may be subject to a 31% "backup withholding tax" with respect to 
(a) any taxable dividends and distributions and (b) any proceeds of any 
redemption of the Concert Series shares.  An individual's taxpayer 
identification number is his or her social security number.  The backup 
withholding tax is not an additional tax and may be credited against a 
shareholder's regular federal income tax liability.

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

As permitted by Maryland law, there will normally be no meetings of 
shareholders for the purpose of electing directors unless and until such time 
as less than a majority of the directors holding office have been elected by 
shareholders.  At that time, the directors then in office will call a 
shareholders' meeting for the election of directors.  The directors must call 
a meeting of shareholders when requested in writing to do so by the record 
holders of not less than 10% of the outstanding shares of the Concert Series.  
At such a shareholder meeting called for the purpose, a director may be 
removed after the holders of record of not less than a majority of the 
outstanding shares of the Concert Series have declared that the director be 
removed by votes cast in person or by proxy.  Except as set forth above, the 
directors shall continue to hold office and may appoint successor directors.

On matters submitted for consideration by shareholders of any Underlying Smith 
Barney Fund, a Portfolio will vote its shares in proportion to the vote of all 
other holders of shares of that Fund or, in certain limited instances, the 
Portfolio will vote its shares in the manner indicated by a vote of holders of 
shares of the Portfolio.

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 Class) 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 or Class) are represented at 
the meeting in person or by proxy.  A Portfolio or Class shall be deemed to be 
affected by a matter unless it is clear that the interests of each Portfolio 
or Class in the matter are identical or that the matter does not affect any 
interest of the Portfolio or Class.  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 STATEMENT

The Concert Series' Statement of Assets and Liabilities as of January 22, 1996 
accompanies this Statement of Additional Information and is incorporated 
herein by reference.



APPENDIX - RATINGS OF DEBT OBLIGATIONS

BOND (AND NOTE) RATINGS

Moody's Investors Services, Inc.

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 Corporation

AAA - Debt rated "AAA" has the highest rating assigned by Standard & Poor's.  
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 
Federal Savings & Loan Insurance Corp. or the Federal Deposit Insurance Corp.

+ 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 Investors Service, Inc.

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.  

Standard & Poor's Corporation

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.




STATEMENT OF ASSETS AND LIABILITIES


Independent Auditors Report

The Shareholder and Board of Trustees
of Smith Barney Concert Series Fund Inc.:


We have audited the accompanying statement of assets and liabilities of the 
High Growth Portfolio of Smith Barney Concert Series Fund Inc. as of January 
22, 1996.  This statement of assets and liabilities is the responsibility of 
the Fund's management.  Our responsibility is to express an opinion on this 
statement of assets and liabilities based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the statement of assets and 
liabilities is free of material misstatement.  An audit of a statement of 
assets and liabilities includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the statement of assets and 
liabilities.  Our procedures included confirmation of cash in bank by 
correspondence with the custodian.  An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall financial statement presentation.  We believe 
that our audit provides a reasonable basis for our opinion.

In our opinion, the statement of assets and liabilities referred to above 
presents fairly, in all material respects, the financial position of the High 
Growth Portfolio of Smith Barney Concert Series Fund Inc. as of January 22, 
1996 in conformity with generally accepted accounting principles.


/s/ KPMG Peat Marwick LLP
     KPMG Peat Marwick LLP



New York, New York
January 22, 1996




SMITH BARNEY CONCERT SERIES FUND INC.
High Growth Portfolio
Statement of Assets and Liabilities
January 22, 1996



ASSETS:
  Cash

    Total Assets   $100,000.00


NET ASSETS
  Paid-in Capital   $100,000.00

    Net Assets    $100,000.00


NET ASSET VALUE AND REDEMPTION PRICE PER SHARE  $11.40

MAXIMUM PUBLIC OFFERING PRICE PER SHARE $12.00

SHARES OUTSTANDING 8,772


The accompanying notes are an integral part of this financial statement.





SMITH BARNEY CONCERT SERIES FUND INC.
High Growth Portfolio
Notes to Statement of Assets and Liabilities
January 22, 1996


Note 1.  Organization

The Concert Series Funds (the "Trust") was incorporated in Maryland on August 
11, 1995 and is registered under the Investment Company Act of 1940, as 
amended, as an open-end non-diversified management investment company.  The 
Trust consists of five portfolios (the "Funds"): The High Growth Portfolio, 
The Growth Portfolio, The Balanced Portfolio, The Conservative Portfolio, and 
The Income Portfolio.

The only transactions of the Funds have been the initial sale on January 18, 
1996 of 8,772 shares of the High Growth Portfolio to Smith Barney Inc.

Note 2.  Federal Taxes

The Trust intends to comply with the requirements of the Internal Revenue Code 
applicable to regulated investments companies and to distribute each year 
substantially all of the investment company taxable income to the shareholders 
of each of the Funds.  Accordingly, no federal tax provisions are required.

Note 3.  Asset Allocation and Administration Agreement

The Funds have entered into an Advisory Agreement with Smith Barney Mutual 
Funds Management Inc.  (the "Advisor"), a subsidiary of Smith Barney Holdings 
Inc.  Pursuant to the terms of the Advisory Agreement, the Advisor will manage 
the investments and make investment decisions for each of the Funds.  A 
portfolio management committee consisting of senior investment professionals 
of Smith Barney Mutual Funds Management will allocate investments for each 
Portfolio among Underlying Smith Barney Funds based on the outlook of Smith 
Barney Mutual Funds Management, each Portfolio's investment manager, for the 
economy, financial markets and the relative performance of the Underlying 
Smith Barney Funds.  The allocation among the Underlying Smith Barney Funds 
will be made within investment ranges established by the Board of Directors of 
the Concert Series which designate minimum and maximum percentages for each of 
the Underlying Smith Barney Funds.  For these services, the Advisor is 
entitled to a monthly fee at the annual rate of 0.35% of each Fund's average 
daily net assets.



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PART C

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

OTHER INFORMATION

Item 24:	Financial Statements and Exhibits	

a.	Financial Statements:

		Included in Part A of this Registration Statement:

			Financial Highlights

		Included in Part B of this Registration Statement:

		Statement of assets and liabilities as of January 22, 1996.
		Statement of assets and liabilities as of May 31, 1996.

b.	Exhibits:

	1.	Articles of Incorporation of the Registrant is incorporated by 
reference to Registrant's Registration Statement Pre-Effective Amendment No. 1 
on Form N-1A as filed on January 23, 1996 (the "Registration Statement").
   
	1(a)	Articles Supplementary to the Articles of Incorporation of the 
Registrant dated October 28, 1996 is incorporated by reference to Post-
Effective Amendment No. 4 to the  Registration Statement as filed on October 
31, 1996 ("Post-Effective Amendment No. 4").
    
	2.	Restated By-Laws of the Registrant is incorporated by reference to 
the Registration Statement.

	3.	Inapplicable.

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

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

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

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

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

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

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

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

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

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

	(l)	Registrant's form of stock certificate for Class Z shares of the 
Growth Portfolio is filed herein.

	(m) 	Registrant's form of stock certificate for Class Z shares of the 
Balanced Portolio is filed herein.

	(n)	Registrant's form of stock certificate for Class Z shares of the 
Conservative Portfolio is filed herein.

	(o)	Registrant's form of stock certificate for Class Z shares of the 
Income Portfolio is filed herein.
    
	5.(a)	Form of Asset Allocation and Administration Agreement between the 
Registrant and Smith Barney Mutual Funds Management Inc. is incorporated by 
reference to the Registration Statement  for each of the following:

	(i)	High Growth Portfolio

	(ii)	Growth Portfolio

	(iii)	Balanced Portfolio

	(iv)	Conservative Portfolio

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

	(i)	Select High Growth Portfolio

	(ii)	Select Growth Portfolio

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

	(v)	Select Income Portfolio

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

	(b)	Form of the Distribution Agreement between the Registrant and PFS 
Distributors, Inc. is incorporated by reference to the Registration Statement.
   
	(c)	Form of Participation Agreement between the Registrant and 
Travelers Fund BD for Variable Annuities and Travelers Fund BD II for Variable 
Annuities is incorporated by reference to Post-Effective Amendment No. 4.
    

	7.	Inapplicable.

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

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

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

	10.	Opinion and Consent of Willkie Farr & Gallagher as to legality of 
the series of shares being registered is filed herein.

   
	11.	Consent of Independent Public Accountants is incorporated by 
reference to Post-Effective Amendment No. 4.
    

	12.	Inapplicable.

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

	14.	Inapplicable.

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

	16.	Inapplicable.

	17.	Inapplicable.

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

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

			None.




Item 26. 	Number of Holders of Securities.

		November 1, 1996			Shares
		Balanced Portfolio Class A		5,852,541
		Balanced Portfolio Class B 		7,216,613
		Balanced Portfolio Class C		1,372,714
		Balanced Portfolio Class Y		0

		Income Portfolio Class A	 		1,255,734
		Income Portfolio Class  B			1,302,954
		Income Portfolio Class  C			154,853
		Income Portfolio Class  Y			0

		High Growth Portfolio Class A		9,901,873
		High Growth Portfolio Class B		9,004,069
		High Growth Portfolio Class C		1,302,655
		High Growth Portfolio Class Y		0

		Conservative Portfolio Class A		2,106,680
		Conservative Portfolio Class B		1,868,397
		Conservative Portfolio Class C		262,047
		Conservative Portfolio Class Y		0

		Growth Portfolio Class A			10,182,314
		Growth Portfolio Class B			13,447,260
		Growth Portfolio Class C			2,082,760
		Growth Portfolio Class Y			0
	
Item 27. Indemnification.

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

Item 28.	Business or Other Connections of Investment Adviser.

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


SBMFM was incorporated in December 1968 under the laws of the State of 
Delaware.  SBMFM is a wholly  owned  subsidiary  of Smith Barney  Holdings 
Inc.  (formerly  known as Smith Barney  Shearson  Holdings  Inc.),  which in 
turn is a wholly owned subsidiary of The Travelers Group Inc. (formerly known 
as Primerica Corporation)  ("Travelers").  SBMFM is registered as an 
investment adviser under the Investment Advisers Act of 1940 (the "Advisers 
Act").

The list  required by this Item 28 of officers and  directors of  SBMFM 
together with  information  as to any other  business,  profession,  vocation 
or employment  of a  substantial  nature  engaged in by such officers and 
directors during the past two years,  is incorporated by reference to 
Schedules A and D of the  Form ADV  filed  by  SBMFM  pursuant  to the 
Advisers  Act  (SEC  File No.  801-8314).

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

The list  required by this Item 28 of officers and  directors of  TIA together 
with  information  as to any other  business,  profession,  vocation or 
employment  of a  substantial  nature  engaged in by such officers and 
directors during the past two years,  is incorporated by reference to 
Schedules A and D of the  Form ADV  filed  by  TIA  pursuant  to the Advisers  
Act  (SEC  File No.  801-52365).


Item 29.	Principal Underwriters.

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

	(a)	Smith Barney Managed Municipals Fund Inc.
		Smith Barney California Municipals Fund Inc.
		Smith Barney Massachusetts Municipals Fund
		Smith Barney Global Opportunities Fund
		Smith Barney Aggressive Growth Fund Inc.
		Smith Barney Appreciation Fund Inc.
		Smith Barney Principal Return Fund
		Smith Barney Income Funds
		Smith Barney Equity Funds
		Smith Barney Investment Funds Inc.
		Smith Barney Natural Resources Fund Inc.
		Smith Barney Telecommunications Trust
		Smith Barney Arizona Municipals Fund Inc.
		Smith Barney New Jersey Municipals Fund Inc.
		The USA High Yield Fund N.V.
		Garzarelli Sector Analysis Portfolio N.V.
		Smith Barney Fundamental Value Fund Inc.
		Smith Barney Series Fund
		Consulting Group Capital Markets Funds
		Smith Barney Investment Trust
		Smith Barney Adjustable Rate Government Income Fund
		Smith Barney Oregon Municipals Fund
		Smith Barney Funds, Inc.
		Smith Barney Muni Funds
		Smith Barney World Funds, Inc.
		Smith Barney Money Funds, Inc.
		Smith Barney Municipal Money Market Fund, Inc.
		Smith Barney Variable Account Funds
		Smith Barney U.S. Dollar Reserve Fund (Cayman)
		Worldwide Special Fund, N.V.
		Worldwide Securities Limited (Bermuda)
		Smith Barney International Fund (Luxembourg)
		and various series of unit investment trusts.

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

	(c)	Inapplicable.





Item 30.	 Location of Accounts and Records.

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

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

Item 31.	 Management Services.

		Inapplicable.	

Item 32.	Undertakings.

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

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

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

The  Registrant  hereby  undertakes to file, with respect to the Select High 
Growth Portfolio, Select Growth Portfolio, Select Balanced Portfolio, Select 
Conservative Portfolio and Select Income Portfolio, a  post-effective  
amendment, using financial statements which need not be certified, within four 
to six months from the effectiveness date of this Amendment to the 
Registrant's Registration Statement under the Securities Act of 1933, as 
amended (the "Securities Act").

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933 and the 
Investment  Company  Act of  1940,  the  Registrant  has duly  caused  this 
Amendment  to its  Registration  Statement  to be  signed  on its  behalf by 
the undersigned, thereunto duly authorized, in the City of New York and the 
State of New York on the 19th day of  November 1996.




SMITH BARNEY CONCERT SERIES INC.

Pursuant to the requirements of the Securities Act of 1933,  as amended, and 
the Investment Company Act of 1940, as amended, the  Registrant, Smith Barney 
Concert Series, has duly caused this Post-Effective Amendment No. 5 to the 
Registration Statement to be signed on its behalf  by the undersigned, 
thereunto duly authorized, all in the City of  New York, State of New York as 
of the 19th day of November, 1996.   

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




Signature

Title
Date

/s/ Heath B. McLendon
Heath B. McLendon

Director; Chairman of 
the Board
November 19, 1996

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

November 19, 1996


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

Director
November 19, 1996

/s/ Martin Brody*
Martin Brody
Director


November 19, 1996


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

Director
November 19, 1996

/s/ Stephen E. 
Kaufman*
Stephen E. Kaufman
Director


November 19, 1996


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


November 19, 1996

/s/ Madelon DeVoe 
Talley*
Madelon DeVoe Talley
Director
November 19, 1996



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

/s/ Heath B. McLendon
Heath B. McLendon




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