Filed with the Securities and Exchange Commission on December 29, 1997

Registration Nos.: 33-43446
	               811-6444
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.      16           X

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940        X

	Amendment No.        16         X

SMITH BARNEY INVESTMENT TRUST
                                                                      
(Exact name of Registrant as specified in Charter)

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

Christina T. Sydor
Secretary

Smith Barney Investment Trust
388 Greenwich Street
New York, New York  10013
(212) 816-6474 
(Name and Address of Agent for Service)

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

It is proposed that this filing will become effective:
			   
			       immediately upon filing pursuant to Rule 485(b)
		     X	 on December 30, 1997 pursuant to Rule 485(b)
				    
Registrant previously registered an indefinite number of its shares pursuant 
to Rule 24f-2 of the Investment Company Act of 1940.  The Registrants Rule 
24f-2 Notice for the fiscal year ended November 30, 1996 was filed on January 
28, 1997 as Accession No. 000091155-97-000045.


CONTENTS OF REGISTRATION STATEMENT

Front Cover

Contents Page

Cross Reference Sheet


Part A: 
PROSPECTUS  
<PAGE>
 
SMITH BARNEY
S&P 500 Index Fund
 
PROSPECTUS                                   DECEMBER 30, 1997
 
--------------------------------------------------------------------------------
 
  388 Greenwich Street
  New York, New York 10013
  1-800-451-2010
   
  The Smith Barney S&P 500 Index Fund (the "Fund") seeks to provide investment
results that, before expenses, correspond to the price and yield performance of
the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"), which
is representative of the U.S. stock market. The Fund will hold a broadly diver-
sified portfolio of common stocks that is comparable to the S&P 500 Index in
terms of economic sector weightings, market capitalization and liquidity.     
 
  The Fund is one of a number of funds, each having distinct investment objec-
tives and policies making up the Smith Barney Investment Trust (the "Trust").
The Trust is an open-end management investment company commonly referred to as
a mutual fund.
   
  This Prospectus sets forth concisely certain information about the Fund,
including service fees and expenses, that prospective investors will find help-
ful in making an investment decision. Investors are encouraged to read this
Prospectus carefully and retain it for future reference.     
 
  Shares of the other Funds offered by the Trust are described in separate pro-
spectuses that may be obtained by calling the Trust at 1-800-451-2010.
 
  Additional information about the Fund is contained in a Statement of Addi-
tional Information (the "SAI") dated December 30, 1997, as amended or supple-
mented from time to time, that is available upon request and without charge by
calling or writing the Fund at the telephone number or address set forth above
or by contacting a Smith Barney Financial Consultant. The SAI has been filed
with the Securities and Exchange Commission (the "SEC") and is incorporated by
reference into this Prospectus in its entirety.
 
SMITH BARNEY INC.
  Distributor
 
THE TRAVELERS INVESTMENT MANAGEMENT COMPANY
  Investment Adviser
 
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
  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.
 
<PAGE>
 
TABLE OF CONTENTS
 
<TABLE>   
<S>                                           <C>
PROSPECTUS SUMMARY                              3
-------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES    6
-------------------------------------------------
VALUATION OF SHARES                            11
-------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES             11
-------------------------------------------------
PURCHASE OF SHARES                             13
-------------------------------------------------
REDEMPTION OF SHARES                           14
-------------------------------------------------
EXCHANGE PRIVILEGE                             17
-------------------------------------------------
MINIMUM ACCOUNT SIZE                           17
-------------------------------------------------
PERFORMANCE                                    17
-------------------------------------------------
MANAGEMENT OF THE FUND                         17
-------------------------------------------------
DISTRIBUTOR                                    18
-------------------------------------------------
ADDITIONAL INFORMATION                         19
-------------------------------------------------
</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 offer or solicitation in such jurisdiction.
 
--------------------------------------------------------------------------------
 
 
2
<PAGE>
 
PROSPECTUS SUMMARY
 
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the SAI. Cross references in this
summary are to headings in the Prospectus. See "Table of Contents."
   
INVESTMENT OBJECTIVE The Fund is an open-end, diversified management investment
company whose investment objective is to seek a total return, before expenses,
that is consistent with the return of the aggregate U.S. stock market, as mea-
sured by the S&P 500 Index. The Fund will hold a broadly diversified portfolio
of common stocks that is comparable to the S&P 500 Index in terms of economic
sector weightings, market capitalization and liquidity. See "Investment Objec-
tive and Management Policies."     
   
PURCHASE ARRANGEMENTS The Fund offers two classes of shares, Class A shares and
Class D shares. Both Class A and D shares are sold at net asset value without a
sales charge. Class D Shares are offered to a limited group of investors who
participate in certain investment programs which charge a fee for participa-
tion. In addition, Class D Shares are offered to tax-exempt employee benefit
and retirement plans of Smith Barney Inc. and its affiliates. Class A shares
are subject to an annual service fee of 0.20% of the average daily net assets
of this Class. Class D Shares are not subject to any service fees.     
 
  See "Purchase of Shares," "Management of the Fund," "Valuation of Shares,"
and "Dividends, Distributions and Taxes" for other information.
 
PURCHASE OF SHARES Shares may be purchased through the Fund's distributor,
Smith Barney, a broker that clears securities transactions through Smith Barney
on a fully disclosed basis (an "Introducing Broker") or an investment dealer in
the selling group. In addition, certain investors, including qualified retire-
ment plans and certain other institutional investors may purchase shares
directly from the Fund through the Fund's transfer agent, First Data Investor
Services Group, Inc. ("First Data"). See "Purchase of Shares."
   
INVESTMENT MINIMUMS Investors may open an account by making an initial invest-
ment of at least $1,000 for each account, or $250 for an individual retirement
account ("IRA") or a self-employed retirement plan. Subsequent investments of
at least $50 may be made. The minimum investment requirements for purchases of
Fund shares through the Systematic Investment Plan are described below. See
"Purchase of Shares."     
 
SYSTEMATIC INVESTMENT PLAN The Fund offers shareholders a Systematic Investment
Plan under which they may authorize the automatic placement of a purchase order
each month or quarter for Fund shares. The minimum initial investment require-
ment and the subsequent investment requirement for share-
 
                                                                               3
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
 
holders purchasing shares through the Systematic Investment Plan on a monthly
basis is $25 and on a quarterly basis is $50. See "Purchase of Shares."
   
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Redemption of Shares."     
   
MANAGEMENT OF THE FUND The Travelers Investment Management Company ("TIMCO" or
the Adviser) serves as the Fund's investment adviser. The Adviser provides
investment advisory and management services to certain investment companies
affiliated with Smith Barney Inc. ("Smith Barney") The Adviser is a wholly
owned subsidiary of Salomon Smith Barney Holdings Inc. ("Holdings"). Holdings
is a wholly owned subsidiary of Travelers Group Inc. ("Travelers"), a diversi-
fied financial services holding company engaged, through its subsidiaries,
principally in four business segments: Investment Services, Consumer Finance
Services, Life Insurance Services and Property & Casualty Insurance Services.
    
  Smith Barney Mutual Funds Management Inc. ("SBMFM") serves as the Fund's
administrator. SBMFM is a wholly owned subsidiary of Holdings. SBMFM provides
investment advisory and administration services to investment companies affil-
iated with Smith Barney. See "Management of the Fund."
   
EXCHANGE PRIVILEGE Shareholders of certain fee based programs and/or employer-
sponsored retirement plans are allowed to exchange Class D shares for other
classes of another Smith Barney Mutual Fund.     
 
VALUATION OF SHARES Net asset value of the Fund for the prior day generally is
quoted daily in the financial section of most newspapers and is also available
from a Smith Barney Financial Consultant. See "Valuation of Shares."
 
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income, if any, are
paid annually. Distributions of net realized long and short-term capital
gains, if any, are declared and paid annually. See "Dividends, Distributions
and Taxes."
 
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares will be
reinvested automatically in additional shares at current net asset value
unless otherwise specified by an investor.
   
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Fund's investment objective will be achieved. An investment in the Fund should
be considered a long-term holding and subject to all the risks associated with
investing in equity securities. The market value of the Fund's portfolio
securities and, therefore, the Fund's net asset value per share, will increase
or decrease due to a variety of economic, market or political factors which
cannot be predicted. The Fund operates as a "pure" index fund and will     
 
4
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
   
therefore not be actively managed; as such, the adverse performance of a
portfolio security will ordinarily not result in the elimination of the
security from the Fund's portfolio. The Fund may enter into repurchase
agreements, may lend its portfolio securities and may utilize transactions
involving stock index futures which may be considered speculative in nature and
may involve greater risks than those customarily assumed by other investment
companies which do not invest in such instruments. An investment in shares of
the Fund should not be considered a complete investment program and is not
appropriate for all investors. Investors should carefully consider their
ability to assume these risks before making an investment in the Fund.     
 
THE FUND'S EXPENSES The following expense table lists the costs and estimated
expenses that an investor will incur either directly or indirectly as a
shareholder of the Fund based, unless otherwise noted, on the Fund's estimated
operating expenses.
 
<TABLE>   
<CAPTION>
                                                               CLASS A CLASS D
------------------------------------------------------------------------------
<S>                                                            <C>     <C>
SHAREHOLDER TRANSACTION EXPENSES
 Maximum sales charge imposed on purchases (as a percentage of
 offering price)                                                None    None
 Maximum CDSC (as a percentage of redemption proceeds)          None    None
------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
 (as a percentage of average net assets)
 Management Fees                                                0.25%   0.25%
 12b-1 Fees                                                     0.20    None
 Other Expenses                                                 0.14    0.14
------------------------------------------------------------------------------
TOTAL FUND OPERATING EXPENSES                                   0.59%   0.39%
------------------------------------------------------------------------------
</TABLE>    
   
  Smith Barney receives an annual 12b-1 service fee of 0.20% of the value of
average daily net assets of the Class A shares which it has sold. "Other
expenses" in the above table include fees for shareholder services, custodial
fees, legal and accounting fees, printing costs and registration fees.     
 
 
                                                                               5
<PAGE>
 
PROSPECTUS SUMMARY (CONTINUED)
 
  EXAMPLE
 
  The following example is intended to assist an investor in understanding the
various costs that an investor in the Fund will bear directly or indirectly.
The example assumes payment by the Fund of operating expenses at the levels set
forth in the table above. See "Purchase of Shares," "Redemption of Shares" and
"Management of the Fund."
 
<TABLE>   
<CAPTION>
                                                                 1 YEAR 3 YEARS
-------------------------------------------------------------------------------
<S>                                                              <C>    <C>
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5.00% annual return and (2) redemption
at the end of each time period:
 Class A shares                                                    $6     $19
 Class D shares                                                     4      13
An investor would pay the following expenses on the same
investment, assuming the same annual return and no redemption:
 Class A shares                                                    $6     $19
 Class D shares                                                     4      13
-------------------------------------------------------------------------------
</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 ABOVE.
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
 
  The Fund seeks to provide investment results that, before expenses, corre-
spond to the price and yield performance of the S&P 500 Index, which is repre-
sentative of the U.S. stock market. The Fund will hold a broadly diversified
portfolio of common stocks that is comparable to the S&P 500 Index in terms of
economic sector weightings, market capitalization and liquidity.
   
  The Fund seeks to achieve its objective by investing, under normal circum-
stances, at least 80% of its total assets in common stocks included in the S&P
500 Index in approximately the same weightings as the S&P 500 Index. The Fund
intends to invest in substantially all of the stocks that comprise the S&P 500
Index. The Fund operates as a "pure" index fund and will not be actively man-
aged; as such, adverse performance of a security will ordinarily not result in
the elimination of the security from the Fund's portfolio. The Fund will remain
invested in common stocks even when stock prices are generally falling. Ordi-
narily, portfolio securities will not be sold except to reflect additions or
deletions of the stocks that comprise the S&P 500 Index, including mergers,
reorganizations and similar transactions, or as may be necessary to satisfy
redemption requests.     
 
6
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
 
 
  The Fund will be reviewed daily and adjusted, when necessary, to maintain
security weightings as close to those of the S&P 500 Index as possible, given
the amount of assets in the Fund at that time.
   
  No attempt will be made to manage the Fund in the traditional sense using
economic, financial and market analysis, nor will the adverse financial situa-
tion of an issuer necessarily result in the elimination of its securities from
the Fund, unless the securities are removed from the S&P 500 Index. From time
to time, administrative adjustments may be made in the Fund because of changes
in the composition of the S&P 500 Index.     
 
  The S&P 500 Index is a market capitalization index composed of 500 widely
held common stocks listed on the NYSE, American Stock Exchange and the over-
the-counter market. The S&P 500 Index is used as the performance benchmark
because it represents approximately 70% of the total market value of all U.S.
common stocks and is well known to investors; because it is unmanaged it is
not subject to the same management and trading expenses as a mutual fund. Over
time, the Fund is expected to exhibit performance volatility that is similar
to that of the S&P 500 Index. Of course, there can be no assurance that the
Fund's total return, before or after expenses, will match or exceed that of
the S&P 500 Index.
   
  Further information about the Fund's investment policies, including a list
of those restrictions on its investment activities that cannot be changed
without shareholder approval, appears in the SAI.     
 
  INVESTMENTS AND STRATEGIES
   
  The ability of the Fund to meet its investment objective depends to some
extent on the Adviser's ability to manage cash flows (primarily from purchases
and redemptions and distributions from the Fund's portfolio investments). Gen-
erally, the Adviser will utilize futures to provide liquidity necessary to
meet anticipated redemptions or for day-to-day operating purposes. In addi-
tion, a portion of the Fund's assets not exceeding 20% of its total assets may
be invested in money market instruments. The Adviser will also make investment
changes to the Fund's portfolio to accommodate cash flows while continuing to
seek to replicate the total return of the S&P 500 Index. Investors should also
be aware that the investment performance of the S&P 500 Index is a hypotheti-
cal number which does not take into account brokerage commissions and other
transaction costs, custody and other costs of investing, which will be borne
by the Fund, and any incremental operating costs borne by the Fund. Finally,
since the Fund seeks to provide investment results that, before expenses, cor-
respond to the total return of the S&P 500 Index, the Adviser will generally
not attempt to judge the merits of any particular security as an investment.
    
                                                                              7
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
 
 
  Money Market Instruments. A portion of the Fund's assets, not exceeding 20%
of its total assets, may be invested temporarily in money market instruments
under any one or more of the following circumstances: (a) pending investment
of proceeds of sale of shares of the Fund; (b) pending settlement of purchases
of portfolio securities; or (c) to maintain liquidity for the purpose of
meeting anticipated redemptions. The Fund may invest in short-term money
market instruments, such as: U.S. government securities; certificates of
deposit, time deposits and bankers' acceptances issued by domestic banks
(including their branches located outside the United States and subsidiaries
located in Canada), domestic branches of foreign banks, savings and loan
associations and similar institutions; high grade commercial paper; and
repurchase agreements with respect to such instruments.
 
  Repurchase Agreements. The Fund may enter into repurchase agreements with
banks which are the issuers of instruments acceptable for purchase by the Fund
and with certain dealers on the Federal Reserve Bank of New York's list of
reporting dealers. Under the terms of a typical repurchase agreement, the Fund
would acquire an underlying obligation for a relatively short period (usually
not more than one week) subject to an obligation of the seller to repurchase,
and the Fund to resell, the obligation at an agreed-upon price and time,
thereby determining the yield during the Fund's holding period. This arrange-
ment results in a fixed rate of return that is not subject to market fluctua-
tions during the Fund's holding period. Further information on repurchase
agreements and the risks associated with such investments appears in the SAI.
   
  Futures Contracts. The Fund may enter into futures contracts, options,
options on futures contracts, including stock index futures, for the purpose
of simulating full investment in the underlying index and reducing transaction
costs. The Fund will not use futures or options for speculative purposes. The
Fund will only use futures and options only for bona-fide hedging purposes
while retaining a cash balance for fund management purposes.     
   
  Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified
future time and at a specified price. Futures contracts are traded on national
futures exchanges. Assets committed to futures contracts will be segregated at
the Fund's custodian to the extent required by law. An option on a futures
contract, as contrasted with the direct investment in a futures contract,
gives the purchaser the right, in return for the premium paid, to assume a
position in a futures contract at a specified exercise price at any time prior
to the expiration date of the option. A call option gives the purchaser of the
option the right to enter into a futures contract to buy and obliges the
writer to enter into a futures contract to sell the underlying securities. A
put option gives the pur     -
 
8
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
   
chaser the right to sell and obliges the writer to buy the underlying con-
tract. The Fund may enter into futures contracts to purchase securities when
the Adviser anticipates purchasing the underlying securities and believes that
prices will rise before the purchases will be made. When the Fund enters into
a futures contract to purchase an underlying security, an amount of cash, U.S.
government securities, equity securities and debt securities of any grade so
long as such assets are liquid, unencumbered and marked to market daily, equal
to the market value of the contract, will be deposited in a segregated account
with the Fund's custodian to collateralize the position, thereby insuring that
the use of the contract is unleveraged. The Fund will not enter into futures
contracts for speculation and will only enter into futures contracts that are
traded on a U.S. exchange or board of trade.     
   
  The Fund may purchase put options on futures contracts to hedge its portfo-
lio against the risk of a decline in the market value of securities held, and
may purchase call options on futures contracts to hedge against an increase in
the price of securities it is committed to purchase. The Fund may write put
and call options on futures contracts along with a long position in options on
future contracts to increase its ability to hedge against changes in the mar-
ket value of the securities it holds or is committed to purchase. The Fund
will purchase or write put and call options only on futures contracts that are
traded on a domestic exchange or board of trade.     
   
  The Fund may purchase or sell stock index futures contracts that are traded
on U.S. commodity exchanges on the S&P 500 Index. As a futures contract pur-
chaser, the Fund incurs an obligation to take delivery of a specified amount
of the securities underlying the contract at a specified time in the future
for a specified price. As a seller of a futures contract, the Fund incurs an
obligation to deliver the specified amount of the underlying securities at a
specified time in return for an agreed upon price.     
   
  The Fund will purchase or sell futures for the following reasons: to simu-
late full investment in the S&P 500 Index while retaining a cash balance for
Fund management purposes, to facilitate trading, to reduce transaction costs
or to seek higher investment returns when a futures contract is priced more
attractively than stocks comprising the S&P 500 Index. The Fund may enter into
such instruments provided that not more than 5% of its assets are required as
an initial margin deposit and provided that the contract prices of the stock
index futures contracts do not exceed 20% of its total assets. While such
instruments can be used as leveraged investments, the Fund may not use them to
leverage its assets.     
   
  All futures will be traded on exchanges that are licensed and regulated by
the Commodity Futures Trading Commission ("CFTC"). To ensure that its futures
    
                                                                              9
<PAGE>
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
   
transactions meet CFTC standards, the Fund will enter into futures contracts
for bona fide hedging purposes only. For a more detailed discussion of finan-
cial futures contracts and associated risks, please see the SAI.     
   
  Lending Securities. Consistent with applicable regulatory requirements, the
Fund may lend securities it holds to brokers, dealers and other financial orga-
nizations. The Fund's loans of securities will be collateralized by cash, let-
ters of credit or government securities that are maintained at all times in a
segregated account with the Fund's custodian in an amount at least equal to the
current market value of the loaned securities. By lending its portfolio securi-
ties, the Fund will seek to generate income by continuing to receive interest
on the loaned securities, by investing the cash collateral in short-term
instruments or by obtaining yield in the form of interest paid by the borrower
when government securities are used as collateral. The risks in lending portfo-
lio securities, as with other extensions of secured credit, consist of possible
delays in receiving additional collateral or in the recovery of the securities
or possible loss of rights in the collateral should the borrower fail finan-
cially. Loans will be made to firms deemed by the Adviser to be of good stand-
ing and will not be made unless, in the judgment of the Adviser, the considera-
tion to be earned from such loans would justify the risk.     
   
  Foreign Securities. The Fund may purchase common stocks, including American
Depository Receipts, of foreign corporations represented in the S&P 500 Index
(such securities are publicly traded on securities exchanges or over-the-
counter in the United States). Investments in foreign securities may be
affected by changes in governmental administration or economic policy (in the
United States and abroad) or changed circumstances in dealings between nations.
Foreign companies may be subject to less governmental regulation that U.S. com-
panies. Securities of foreign companies may be more volatile than securities of
U.S. companies. As noted above, the Fund's investment in common stock of for-
eign corporations represented in the S&P 500 Index may also be in the form of
American Depository Receipts (ADRs). ADRs are receipts typically issued by a
United States bank or trust company evidencing ownership of the underlying
securities and are designated for use in the U.S. securities markets.     
   
  Portfolio Transactions and Turnover. The Adviser arranges for the purchase
and sale of the Fund's securities and selects brokers and dealers (including
Smith Barney), which in its best judgment provide prompt and reliable execution
at favorable prices and reasonable commission rates. The Adviser may select
brokers and dealers that provide it with research services and may cause the
Fund to pay such brokers and dealers commissions which exceed those other bro-
kers and dealers may have charged, if it views the commissions as reasonable in
relation to the value of the brokerage and/or research services. In     
 
10
<PAGE>
 
   
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)     
   
selecting a broker, including Smith Barney, for a transaction, the primary con-
sideration is prompt and effective execution of orders at the most favorable
prices. Subject to that primary consideration, dealers may be selected for
research, statistical or other services to enable the Adviser to supplement its
own research and analysis.     
       
          
  Although the Fund will use a passive, indexing approach to investing, the
Fund may engage in a substantial number of portfolio transactions. The rate of
portfolio turnover will be a limiting factor when the Adviser considers whether
to purchase or sell securities only to the extent that the Adviser will con-
sider the impact of transaction costs on the Fund's tracking error. Changes in
the securities comprising the Fund's index will tend to increase the portfolio
turnover rate, as the Adviser restructures the Fund's holdings to reflect the
changes in the index. The portfolio turnover rate is, in summary, the percent-
age computed by the average net asset value of the Fund. High portfolio turn-
over involves correspondingly greater brokerage commissions and other transac-
tion costs which are borne directly by the Fund. A high portfolio turnover rate
may also result in the realization of taxable capital gains, including short-
term capital gains taxable at ordinary income rates. While it is impossible to
predict the portfolio turnover rate for the Fund, it is anticipated that the
portfolio turnover rate for the Fund will not exceed 100%.     
   
VALUATION OF SHARES     
 
 
  The Fund's net asset value per share is determined as of the close of regular
trading on the NYSE, on each day that the NYSE is open, by dividing the value
of the Fund's net assets by the total number of shares outstanding.
          
  The Fund's securities that are traded on stock exchanges are valued at the
last sale price as of the close of business on the day the securities are being
valued, or, lacking any sales, at the closing bid price. Portfolio securities
traded on a stock exchange are valued according to the broadest and most repre-
sentative market. Other investments, including futures contracts and related
options, are stated as market value. Securities and assets for which market
quotations are not readily available are valued at fair market value, as deter-
mined in good faith by or under the direction of the Trustees of the Trust.
    
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
 
 DIVIDENDS AND DISTRIBUTIONS
   
  The Fund's policy is to distribute substantially all its net investment
income and net realized capital gains, if any, once a year, normally at the end
of the year in which earned or at the beginning of the next year.     
 
                                                                              11
<PAGE>
 
   
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)     
 
 
  If a shareholder does not otherwise instruct, dividends and capital gains
distributions will be reinvested automatically in additional shares at net
asset value.
 
  Income dividends and capital gain distributions that are invested are
credited to shareholders' accounts in additional shares at the net asset value
as of the close of business on the payment date. A shareholder may change the
option at any time by notifying a Smith Barney Financial Consultant. Accounts
held directly by First Data should notify First Data in writing at least five
business days prior to the payment date to permit the change to be entered in
the shareholder's account. If a shareholder redeems in full an account between
payment dates, all dividends accrued to the date of liquidation will be paid
with the proceeds from the redemption of shares.
 
 TAXES
 
  The Fund 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 which it pays out to its
shareholders. To qualify, the Fund must meet certain tests, including distrib-
uting at least 90% of its investment company taxable income.
   
  Dividends paid from net investment income and distributions of net realized
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Fund, are taxable to share-
holders of the Fund as ordinary income. Distributions out of net long-term cap-
ital gains (i.e., net long-term capital gains in excess of net short-term capi-
tal 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
including eligibility of long-term capital gains dividends for a reduced maxi-
mum 20% tax rate, will be mailed to shareholders as early in the succeeding
year as practical but not later than January 31.     
 
  The Fund is required to withhold and remit to the U.S. Treasury 31% of divi-
dends, distributions and redemption proceeds to shareholders who fail to pro-
vide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not an
additional tax, but is creditable against a shareholder's Federal income tax
liability.
 
12
<PAGE>
 
   
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)     
 
  Prior to investing in shares of the Fund, investors should consult their tax
advisors concerning the Federal, state and local tax consequences of such an
investment.
 
PURCHASE OF SHARES
 
 
 GENERAL
   
  Class A and Class D shares are sold to investors at net asset value with no
initial or deferred sales charge. Class A shares are subject to an ongoing
service fee.     
   
  Class D shares are offered to a limited group of investors who participate in
certain investment programs which charge a fee for participation, including the
Smith Barney 401(k) Platform program. In addition, Class D shares are offered
to tax-exempt employee benefit and retirement plans of Smith Barney and its
affiliates. For more information about these programs, contact a Smith Barney
Financial Consultant.     
 
  Purchases of Fund shares must be made through a brokerage account maintained
with Smith Barney, with an Introducing Broker or with an investment dealer in
the selling group. In addition, certain investors may purchase shares directly
from the Fund through First Data. Smith Barney and other broker/dealers may
charge their customers an annual account maintenance fee in connection with a
brokerage account through which an investor purchases or holds shares. Accounts
held directly at First Data are not subject to a maintenance fee.
   
  Investors may open an account in the Fund by making an initial investment of
at least $1,000 for each account, or $250 for an IRA or a self-employed retire-
ment plan. Subsequent investments of at least $50 may be made. For shareholders
purchasing shares of the Fund through the Systematic Investment Plan, the mini-
mum initial and subsequent investment requirement is $25 for monthly purchases
and $50 for quarterly purchases. The minimum initial investment requirement in
the Fund for an account established under the Uniform Gift to Minors Act is
$250 and the subsequent investment requirement is $50. There are no minimum
investment requirements for employees of Travelers and its subsidiaries,
including Smith Barney, and Directors or Trustees of any of the Smith Barney
Mutual Funds and their spouses and children. The Fund reserves the right to
waive or change minimums, to decline any order to purchase its shares and to
suspend the offering of shares from time to time. Shares purchased will be held
in the shareholder's account by the Fund's transfer agent, First Data. Share
certificates are issued only upon a shareholder's written request to First
Data.     
 
                                                                              13
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
          
  Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Fund calculates its net asset val-
ue, are priced according to the net asset value determined on that day (the
"trade date"). Orders received by dealers or Introducing Brokers prior to the
close of regular trading on the NYSE on any day the Fund calculates its net
asset value, are priced according to the net asset value determined on that
day, provided the order is received by the Fund or Smith Barney prior to Smith
Barney's close of business. For shares purchased through Smith Barney or Intro-
ducing Brokers purchasing through Smith Barney, payment for Fund shares is due
on the third business day (the "settlement date") after the trade date. In all
other cases, payment must be made with the purchase order.     
 
 SYSTEMATIC INVESTMENT PLAN
 
  Shareholders may make additions to their accounts at any time by purchasing
shares through a service known as the Systematic Investment Plan. Under the
Systematic Investment Plan, Smith Barney or First Data is authorized through
preauthorized transfers of at least $25 on a monthly basis or at least $50 on a
quarterly basis to charge the regular bank account or other financial institu-
tion indicated by the shareholder, to provide systematic additions to the
shareholder's Fund account. A shareholder who has insufficient funds to com-
plete the transfer will be charged a fee of up to $25 by Smith Barney or First
Data. The Systematic Investment Plan also authorizes Smith Barney to apply cash
held in the shareholder's Smith Barney brokerage account or redeem the share-
holder's shares of a Smith Barney money market fund to make additions to the
account. Additional information is available from the Fund or a Smith Barney
Financial Consultant.
   
REDEMPTION OF SHARES     
 
 
  The Fund is required to redeem the shares of the Fund tendered to it, as
described below, at a redemption price equal to their net asset value per share
next determined after receipt of a written request in proper form at no charge.
Redemption requests received after the close of regular trading on the NYSE are
priced at the net asset value next determined.
   
  The redemption proceeds will be remitted on or before the third business day
following receipt of proper tender, except on any days on which the NYSE is
closed or as permitted under the Investment Company Act of 1940, as amended,
(the "1940 Act"), in extraordinary circumstances. Generally, if the redemption
proceeds are remitted to a Smith Barney brokerage account, these funds will not
be invested for the shareholder's benefit without specific instruction     
 
14
<PAGE>
 
   
REDEMPTION OF SHARES (CONTINUED)     
 
and Smith Barney will benefit from the use of temporarily uninvested funds.
Redemption proceeds for shares purchased by check, other than a certified or
official bank check, will be remitted upon clearance of the check, which may
take up to ten days or more.
 
  Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than those
held by Smith Barney as custodian may be redeemed through an investor's Finan-
cial Consultant, Introducing Broker or dealer in the selling group or by sub-
mitting a written request for redemption to:
 
  Smith Barney S&P 500 Index Fund
  c/o First Data Investor Services Group, Inc.
  P.O. Box 5128
  Westborough, Massachusetts 01581-5128
 
  A written redemption request must (a) state the Class and number or dollar
amount of shares to be redeemed, (b) identify the shareholder's account number
and (c) be signed by each registered owner exactly as the shares are regis-
tered. If the shares to be redeemed were issued in certificate form, the cer-
tificates must be endorsed for transfer (or be accompanied by an endorsed stock
power) and must be submitted to First Data together with the redemption
request. Any signature appearing on a written redemption request in excess of
$2,000, or share certificate stock power must be guaranteed by an eligible
guarantor institution, such as a domestic bank, savings and loan institution,
domestic credit union, member bank of the Federal Reserve System or member firm
of a national securities exchange. Written redemption requests of $2,000 or
less do not require a signature guarantee unless more than one such redemption
request is made in any 10-day period. Redemption proceeds will be mailed to an
investor's address of record. First Data may require additional supporting doc-
uments for redemptions made by corporations, executors, administrators, trust-
ees or guardians. A redemption request will not be deemed properly received
until First Data receives all required documents in proper form.
 
 TELEPHONE REDEMPTION AND EXCHANGE PROGRAM
   
  Shareholders who do not have a Smith Barney brokerage account may be eligible
to redeem Fund shares by telephone. To determine if a shareholder is entitled
to participate in this program, he or she should contact First Data at 1-800-
451-2010. Once eligibility is confirmed, the shareholder must complete and
return a Telephone/Wire Authorization Form, along with a signature guarantee
that will be provided by First Data upon request. (Alternatively, an investor
may authorize telephone redemptions on the new account application with the
applicant's signature guarantee when making his/her initial investment in the
Fund.)     
 
                                                                              15
<PAGE>
 
REDEMPTION OF SHARES (CONTINUED)
 
 
  Redemptions. Redemption requests of up to $10,000 of the Fund's shares may be
made by eligible shareholders by calling First Data at 1-800-451-2010. Such
requests may be made between 9:00 a.m. and 5:00 p.m. (New York City time) on
any day the NYSE is open. Redemption requests received after the close of regu-
lar trading on the NYSE are priced at the net asset value next determined.
Redemption of shares (i) by retirement plans or (ii) for which certificates
have been issued are not permitted under this program.
   
  A shareholder will have the option of having the redemption proceeds mailed
to his/her address of record or wired to a bank account predesignated by the
shareholder. Generally, redemption proceeds will be mailed or wired, as the
case may be, on the next business day following the redemption request. In
order to use the wire procedures, the bank receiving the proceeds must be a
member of the Federal Reserve System or have a correspondent relationship with
a member bank. The Fund reserves the right to charge shareholders a nominal fee
for each wire redemption. Such charges, if any, will be assessed against the
shareholder's account from which shares were redeemed. In order to change the
bank account designated to receive redemption proceeds, a shareholder must com-
plete a new Telephone/Wire Authorization Form and, for the protection of the
shareholder's assets, will be required to provide a signature guarantee and
certain other documentation.     
 
  Additional Information regarding Telephone Redemption Program. Neither the
Fund nor its agents will be liable for following instructions communicated by
telephone that are reasonably believed to be genuine. The Fund and its agents
will employ procedures designed to verify the identity of the caller and legit-
imacy of instructions (for example, a shareholder's name and account number
will be required and phone calls may be recorded). The Fund reserves the right
to suspend, modify or discontinue the telephone redemption program or impose a
charge for this service at any time following at least seven (7) days' prior
notice to shareholders.
 
 AUTOMATIC CASH WITHDRAWAL PLAN
 
  The Fund offers shareholders an automatic cash withdrawal plan, under which
shareholders who own shares with a value of at least $10,000 may elect to
receive periodic cash payments of at least $50 monthly or quarterly. Retirement
plan accounts are eligible for automatic cash withdrawal plans only where the
shareholder is eligible to receive qualified distributions and has an account
value of at least $5,000. The withdrawal plan will be carried over on exchanges
between funds. For further information regarding the automatic cash withdrawal
plan, shareholders should contact their Smith Barney Financial Consultants.
 
16
<PAGE>
 
   
EXCHANGE PRIVILEGE     
   
  Shareholders of certain fee based programs and/or employer-sponsored retire-
ment plans are allowed to exchange Class D shares for other classes of another
Smith Barney Mutual Fund.     
 
MINIMUM ACCOUNT SIZE
 
 
  The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Fund if the aggregate net asset value of the shares held in the
Fund account is less than $500. (If a shareholder has more than one account in
this Fund, each account must satisfy the minimum account size). The Fund, how-
ever, will not redeem shares based solely on market reductions in net asset
value. Before the Fund exercises such right, shareholders will receive written
notice and will be permitted 60 days to bring accounts up to the minimum to
avoid involuntary liquidation.
   
PERFORMANCE     
   
  From time to time the Fund may include its total return and average annual
total return in advertisements and/or other types of sales literature. These
figures will be based on historical earnings and will not be intended to indi-
cate future performance. Total return is computed for a specified period of
time assuming reinvestment of all income dividends and capital gain distribu-
tions on the reinvestment dates at prices calculated as stated in this Prospec-
tus, then dividing the value of the investment at the end of the period so cal-
culated by the initial amount invested and subtracting 100%. The standard aver-
age 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 information
for differing periods computed in the same manner but without annualizing the
total return. The Fund may also include comparative performance information
when advertising or marketing its shares. Such performance information may
include data from Lipper Analytical Services, Inc. and other financial publica-
tions.     
 
MANAGEMENT OF THE FUND
 
 
 BOARD OF TRUSTEES
 
  Overall responsibility for management and supervision of the Fund rests with
the Trust's Board of Trustees. The Trustees approve all significant agreements
between the Trust, on behalf of the Fund, and the companies that furnish serv-
ices to the Fund, including agreements with its distributor, investment advis-
er,
 
                                                                              17
<PAGE>
 
   
MANAGEMENT OF THE FUND (CONTINUED)     
   
administrator, custodian and transfer agent. The day-to-day operations of the
Fund are delegated to the Fund's investment adviser and administrator. The SAI
contains background information regarding each Trustee of the Trust and the
executive officers of the Fund.     
    
 ADVISER -- TIMCO
        
  The Adviser, located at One Tower Square, Hartford, Connecticut 06183-203,
serves as the Fund's investment adviser and manages the day-to-day operations
of the Fund pursuant to an investment advisory agreement entered into by the
Adviser and the Fund. The Adviser, which is a registered investment adviser,
has been in the investment counseling business since 1967 and renders invest-
ment advice to investment companies that had aggregate assets under management
as of October 31, 1997, in excess of $1.6 billion.     
   
  Subject to the supervision and direction of the Fund's Board of Trustees, the
Adviser manages the Fund's portfolio in accordance with the Fund's stated
investment objective and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities and employs professional portfo-
lio managers and securities analysts who provide research services to the Fund.
    
  Investment advisory fees are computed daily and paid monthly at the annual
rate of 0.15% of the Fund's average daily net assets.
 
 PORTFOLIO MANAGEMENT
   
  The investment management team of the Fund's Adviser is headed by Sandip
Bhagat, president and chief investment officer, of the Adviser. Messrs. Bhagat
and John Lau, a portfolio manager at the Adviser, are primarily responsible for
the day-to-day operations of the Fund, including making all investment deci-
sions.     
 
 ADMINISTRATOR
 
  SBMFM, located at 388 Greenwich Street, New York, New York 10013, serves as
the Fund's administrator and oversees all aspects of the Fund's administration
and operation. Administration fees are computed daily and paid monthly at the
annual rate of 0.10% of the Fund's average daily net assets.
 
DISTRIBUTOR
 
 
  Smith Barney distributes shares of the Fund as a principal underwriter and as
such conducts a continuous offering pursuant to a "best efforts" arrangement
requiring Smith Barney to take and pay for only such securities as may be sold
 
18
<PAGE>
 
   
DISTRIBUTOR (CONTINUED)     
   
to the public. Pursuant to a services plan adopted by the Fund under Rule 12b-1
under the 1940 Act (the "Plan"), Smith Barney is paid an annual service fee
with respect to Class A shares of the Fund at the annual rate of 0.20% of the
average daily net assets of that Class. The fees are used by Smith Barney to
pay its Financial Consultants for servicing shareholder accounts.     
       
  Payments under the Plan are not tied exclusively to the shareholder service
expenses actually incurred by Smith Barney and the payments may exceed expenses
actually incurred. The Trust's Board of Trustees will evaluate the appropriate-
ness of the Plan and its payment terms on a continuing basis and in so doing
will consider all relevant factors, including expenses borne by Smith Barney
and amounts received under the Plan.
   
ADDITIONAL INFORMATION     
 
 
  The Trust was organized on October 17, 1991 under the laws of the Common-
wealth of Massachusetts and is a business entity commonly known as a "Massachu-
setts business trust."
 
  PNC Bank, National Association, located at 17th and Chestnut Streets, Phila-
delphia, Pennsylvania 19103, serves as custodian of the Fund's investments.
 
  First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as
the Fund's transfer agent.
 
  The Trust does not hold annual shareholder meetings. There normally will be
no meeting of shareholders for the purpose of electing Trustees unless and
until such time as less than a majority of the Trustees holding office have
been elected by shareholders. The Trustees will call a meeting for any purpose
upon written request of shareholders holding at least 10% of the Fund's out-
standing shares and the Fund will assist shareholders in calling such a meeting
as required by the 1940 Act. When matters are submitted for shareholder vote,
shareholders will have one vote for each full share owned and a proportionate,
fractional vote for any fractional share held. Generally, shares of the Fund
will be voted on a Fund-wide basis on all matters.
 
  The Fund sends its shareholders a semi-annual report and an audited annual
report, each of which includes a list of the investment securities held by the
Fund at the end of the reporting period. In an effort to reduce the Fund's
printing and mailing costs, the Fund 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 Fund plans to consoli-
date the mailing of its Prospectuses so that a shareholder having multiple
accounts (that is, individual, IRA and/or Self-Employed Retirement Plan
accounts) will receive a
 
                                                                              19
<PAGE>
 
   
ADDITIONAL INFORMATION (CONTINUED)     
 
 
single Prospectus annually. When the Fund's annual report is combined with the
Prospectus into a single document, the Fund will mail the combined document to
each shareholder to comply with legal requirements. Shareholders who do not
want this consolidation to apply to their accounts should contact their Smith
Barney Financial Consultant or the Fund's transfer agent.
   
  "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc. and has been
licensed for use by Smith Barney. The Fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
("S&P"). S&P makes no representation or warranty, express or implied, to the
shareholders of the Fund or any member of the public regarding the advisability
of investing in securities generally or in the Fund particularly or the ability
of the S&P 500 Index to track general stock market performance. S&P's only
relationship to Smith Barney is the licensing of certain trademarks and trade
names of S&P and the S&P 500 Index which is determined, composed and calculated
by S&P without regard to Smith Barney or the Fund. S&P has no obligation to
take the needs of Smith Barney or the shareholders of the Fund into considera-
tion in determining, composing or calculating the S&P 500 Index. S&P is not
responsible for and has not participated in the determination of the prices and
amount of the Fund's shares or the timing of the issuance or sale of the Fund's
shares or in the determination or calculation of the equation by which Fund
shares are to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of Fund shares.     
   
  S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, OWNERS OF THE FUND, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED
THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS
ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMIT-
ING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPE-
CIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.     
 
20
<PAGE>
 
--------------------------------------------------------------------------------
 
 
      Smith Barney
     S&P 500
     Index
     Fund
 
     388 Greenwich Street 
     New York, NY 10013
 
     FD01362
 




Part B:
STATEMENT OF ADDITIONAL INFORMATION 

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



Statement of Additional 
Information
December 30, 1997


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

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

Management of the Fund 
 .........................................................
 ..............................
 1

Investment Objective and Management Policies 
 ...................................................
 44

Purchase of Shares 
 ........................................................
 ........................................
11 
0

Redemption of Shares 
 ........................................................
 ...................................

111

Distributor 
 ........................................................
 .....................................................
12
2

Valuation of Shares 
 ........................................................
 .......................................
1
22

Performance Data (See in the Prospectus 
Performance""Performance") 
 ...................................
13
3

Taxes (See in the Prospectus 
"Dividends, Distributions and Taxes
"") ..................
1
43

Additional Information 
 .........................................................
 .................................
15


MANAGEMENT OF THE FUND

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

Name
Service

Smith Barney Inc. (Smith 
Barney")...................................
Distributor

Travelers Investment Management Company (
TIMCO""TIMCO")
Investment Adviser

Smith Barney Mutual Funds Management Inc.


        (
SBMFM""SBMFM") 
 ............................................
 ...................
Administrator

PNC Bank, National Association (
PNC Bank""PNC Bank") ..........
Custodian

First Data Investor Services Group, Inc. (
TSSG""First Data"),
Transfer Agent




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






Trustees and Executive Officers of the Fund

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No officer, director or employee of Smith Barney or any parent or subsidiary 
of Smith Barney receives any compensation from the Fund for serving as an 
officer or Trustee of the Fund. The Trust pays each Trustee who is not an 
officer, director or employee of Smith Barney or any of their affiliates a fee 
of $4,000 per annum plus $500 per meeting attended and each Trustee Emeritus 
$2,000 per annum plus $250 per meeting attended. All Trustees are reimbursed 
for travel and out-of-pocket expenses incurred to attend such meetings.

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

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

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

	

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

					









Investment Adviser-TIMCO

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

Administrator-SBMFM

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

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

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

Counsel and Auditors

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

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



INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

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

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

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

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

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


 the state in an amount equal to a specified percentage of the aggregate 
amount of liabilities of the foreign bank payable at or through all of its 
agencies or branches within the state. The deposits of State Branches may not 
necessarily be insured by the FDIC. In addition, there may be less publicly 
available information about a domestic branch of a foreign bank than about a 
domestic bank.

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

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

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



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

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

No consideration will be paid or received by the Fund upon entering into a 
futures contract.  Initially, the Fund will be required to deposit with the 
broker an amount of cash or cash equivalents equal to approximately 1% to 10% 
of the contract amount (this amount is subject to change by the board of trade 
on which the contract is traded and members of such board of trade may charge 
a higher amount).  This amount, known as "initial margin," is in the nature of 
a performance bond or good faith deposit on the contract and is returned to 
the Fund upon termination of the futures contract, assuming all contractual 
obligations have been satisfied.  Subsequent payments, known as "variation 
margin," to and from the broker will be made daily as the price of the index 
underlying the futures contract fluctuates, making the long and short 
positions in the futures contract more or less valuable, a process known as 
"marking-to-market." At any time prior to expiration of a futures contract, 
the Fund may elect to close the position by taking an opposite position, which 
will operate to terminate the 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 the Fund will be subject to 
the ability of the Investment Adviser to predict correctly  changes in market 
conditions.  These predictions involve skills and techniques that may be 
different from those involved in the management of the Fund being hedged.  In 
addition, there can be no assurance that there will be a correlation between 
movements in the price of the underlying index  and movements in the price of 
the securities  that isare the subject of a hedge.  A decision of whether, 
when and how to hedge involves the exercise of skill and judgment, and even a 
well-conceived hedge may be unsuccessful to some degree because of market 
behavior or unexpected trends in interest rates or currency values. 

Although the Fund intends to enter into futures contracts only if there is an 
active market for such contracts, there is no assurance that an active market 
will exist for the contracts at any particular time.  Most U.S. futures 
exchanges and boards of trade limit the amount of fluctuation permitted in 
futures contract prices during a single trading day.  Once the daily limit has 
been reached in a particular contract, no trades may be made that day at a


 price beyond that limit.  It is possible that futures contract prices could 
move to the daily limit for several consecutive trading days with little or no 
trading, thereby preventing prompt liquidation of futures positions and 
subjecting some futures traders to substantial losses.  In such event, and in 
the event of adverse price movements, the Fund would be required to make daily 
cash payments of variation margin, and an increase in the value of the portion 
of the Fund being hedged, if any, may partially or completely offset losses on 
the futures contract.  As described above, however, there is no guarantee that 
the price of the securities being hedged will, in fact, correlate with the 
price movements in a futures contract and thus provide an offset to losses on 
the futures contract.

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

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

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

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

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

Investment Restrictions

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

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

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

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

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

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

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

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

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

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

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

11.   Purchase the securities of any other open-end investment company, 
except through a purchase on the open market involving no commission or profit 
to a sponsor or dealer (other than the customary stock exchange or over-the-
counter brokerage commission) and except as part of a merger, consolidation or 
acquisition of assets. 

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



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

Certain Investment Activities

While the Fund is authorized to borrow money from banks for purposes of 
investment (leveraging) and to invest in securities of foreign issuers, it has 
no current intention of engaging in these investment activities and will do so 
only when the Trust's Board of Trustees determines that either or both of 
these activities aresuch activity is in the best interests of shareholders.

Portfolio Turnover

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


Portfolio Transactions

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

Transactions on stock exchanges involve the payment of negotiated brokerage 
commissions. There is generally no stated commission in the case of securities 
traded in the over-the-counter market, but the price of those securities 
includes an undisclosed commission or mark-up. Over-the-counter purchases and 
sales are transacted directly with principal market makers except in those 
cases in which better prices and executions may


 be obtained elsewhere. The cost of securities purchased from underwriters 
includes an underwriting commission or concession, and the prices at which 
securities are purchased from and sold to dealers include a dealer's mark-up 
or mark-down.

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

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

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




PURCHASE OF SHARES



Determination of Public Offering Price

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

REDEMPTION OF SHARES

The right of redemption may be suspended or the date of payment postponed (a) 
for any period during which the NYSE is closed (other than for customary 
weekend or holiday closings), (b) when trading in markets the Fund normally 
utilizes is restricted, or an emergency, as determined by the SEC, exists so 
that disposal of the Fund'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 the protection of the Fund's shareholders.

Distributions in Kind

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

Automatic Cash Withdrawal Plan

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



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


DISTRIBUTOR

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

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



Shareholding Servicing Arrangements

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

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

VALUATION OF SHARES

The net asset value per share is calculated on each day, Monday through 
Friday, except days on which the NYSE is closed. The NYSE currently is 
scheduled to be closed on New Year's Day, Martin Luther King, Jr. Day, 
Presidents' Day, Good


 Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and 
Christmas, and on the preceding Friday or subsequent Monday when one of these 
holidays falls on a Saturday or Sunday, respectively. The following is a 
description of the procedures used by the Fund in valuing its assets. 

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



PERFORMANCE DATA

From time to time, the Fund may quote its total return in advertisements or in 
reports and other communications to shareholders. The Fund may include 
comparative performance information in advertising or marketing the Fund'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. 

Average Annual Total Return

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


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


T
=
average annual total return.


n
=
number of years.


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


Aggregate Total Return

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

ERV-P
    P


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


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



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

TAXES

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



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

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

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

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

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

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

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

If a shareholder fails to furnish a correct taxpayer identification number, 
fails fully to report dividend and interest income, or fails to certify that 
he or she has provided a correct taxpayer identification number and that he or 
she is not subject to "backup withholding," then the shareholder may be 
subject to a 31% backup withholding tax with respect to (a) any taxable 
dividends and distributions and (b) the proceeds of any redemptions of Fund 
shares. An 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. 

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



ADDITIONAL INFORMATION

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

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



				


					Smith Barney

					S&P 500 Index Fund
						


Statement of


Additional 
Information








December 30, 1997





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





27
u:\legal\boards\wed\1997\misc\S&PSAI.5








Part C:	Other Information

SMITH BARNEY INVESTMENT TRUST

FORM N-1A

CROSS-REFERENCE SHEET
PURSUANT TO RULE 495(b)


Part A Item No.

Prospectus Caption

1.  Cover Page

Cover Page

2.  Synopsis

Prospectus Summary

3.  Financial Highlights

Financial Highlights

4.  General Description of 
Registrant

Cover Page; Prospectus Summary; 
Investment
Objective and Management Policies; 
Additional Information


5.  Management of the Fund

Management of the Trust and the 
Fund; Distributor; Additional 
Information; Annual Report


6.  Capital Stock and Other 
Securities

Investment Objective and 
Management Policies; Dividends, 
Distributions and Taxes; 
Additional Information


7.  Purchase of Securities Being 
Offered

Purchase of Shares; Valuation of 
Shares; Exchange Privilege; 
Redemption of Shares; Minimum 
Account Size; Distributor; 
Additional Information


8.  Redemption or Repurchase

Purchase of Shares; Redemption of 
Shares; Exchange Privilege


9.  Pending Legal Proceedings

Not applicable



Part B Item No.
Statement of Additional 
Information Caption


10.  Cover Page

Cover Page

11.  Table of Contents

Table of Contents

12.  General Information and 
History

Distributor; Additional 
Information

13.  Investment Objective and 
Policies

Investment Objectives and 
Management Policies


14.  Management of the Fund

Management of the Trust and the 
Funds; Distributor



15.  Control Persons and Principal 
Holders of 
       Securities

Management of the Trust and the 
Funds

16.  Investment Advisory and Other 
Services

Management of the Trust and the 
Funds; Distributor


17.  Brokerage Allocation and Other 
Services

Investment Objectives and 
Management Policies; Distributor


18.  Capital Stock and Other 
Securities

Investment Objectives and 
Management Policies; Purchase of 
Shares; Redemption of Shares; 
Taxes


19.  Purchase, Redemption and 
Pricing of Securities Being Offered

Purchase of Shares; Redemption of 
Shares; Valuation of Shares; 
Distributor; Exchange Privilege


20.  Tax Status

Taxes

21.  Underwriters

Distributor

22.  Calculation of Performance 
Data

Performance Data

23.  Financial Statements

Financial Statements





PART  C

OTHER INFORMATION

Item 24.	Financial Statements and Exhibits

(a)  Financial Statements

	Included in Part A:

      Financial Highlights

	Included in Part B:

	Smith Barney Intermediate Maturity New York Municipals Fund Semi 
Annual Report for the six month period ended May 31, 1997, together with Smith 
Barney 
Intermediate Maturity California Municipals Fund Semi Annual Report for the 
six month period ended May 31, 1997 are incorporated by reference to the 
Rule 30(b)2-1 filings made on July 29, 1997 as Accession No. 91155-97-000341. 


	Included in Part C:

	Consent of Independent Accountants to be filed by
	Amendment  

(b)	Exhibits

	Unless otherwise noted, all references are to the Registrants 
Registration Statement on Form N-1A (the Registration Statement") as filed 
with the Securities and Exchange Commission ("SEC") on October 21, 
1991 (File Nos. 33-43446 and 811-6444).

	(1)(a) Registrants Master Trust Agreement dated October 17, 1991 and 
Amendments to the Master Trust Agreement dated November 21, 1991 and July 30, 
1993, respectively, are incorporated by reference to Post-Effective Amendment 
No. 4 to the Registration Statement filed on January 28, 1994 (Post-Effective 
Amendment No. 4").

	(b)  Amendments to the Master Trust Agreement dated October 14, 1994 and 
November 7, 1994, respectively, are incorporated by reference to a 
Registration Statement filed on Form N-14 on January 6, 1995 (the N-14").

	(c)  Amendments to the Master Trust Agreement dated July 20, 1995 and 
August 10, 1995 are incorporated by reference to Post-Effective Amendment No. 
9 to the Registration Statement filed on August 29, 1995 ("Post-Effective 
Amendment No. 9").

	(2)  Registrants By-Laws are incorporated by reference to the 
Registration Statement.

	(3)  Not Applicable.

        (4) (a) Registrants form of stock certificate for Smith Barney
S&P 500 Index Fund is filed herewith.    

	(4) (b) Registrants form of stock certificate for Smith Barney
Large Capitalization Growth Fund is to be filed by Amendment.
	
	(5)(a)  Investment Advisory Agreement between the Registrant and 
Greenwich Street Advisors dated July 30, 1993 is incorporated by reference to 
Post-Effective Amendment No. 3 to the Registration Statement filed on December 
1, 1993 (Post-Effective Amendment No. 3").

	(b)  Transfer of Investment Advisory Agreement dated November 7, 1994 
between the Registrant on behalf of Smith Barney Intermediate Maturity 
California Municipals Fund, Greenwich Street Advisors and Smith Barney Mutual 
Funds Management Inc. is incorporated by reference to the N-14.

	(c)  Form of Transfer of Investment Advisory Agreement for Smith Barney 
Limited Maturity Municipals Fund, Smith Barney Intermediate Maturity New York 
Municipals Fund and Smith Barney Limited Maturity Treasury Fund is 
incorporated by reference to Post-Effective Amendment No. 6 to the 
Registration Statement filed on January 27, 1995 (Post-Effective Amendment No. 
6").

   	(d)  Form of Investment Advisory Agreement between the Registrant on 
behalf of Smith Barney S&P 500 Index Fund and Travelers Investment 
Management Company dated December 11, 1997 is incorporated by
reference to Post Effective Amendment No. 15 to the Registration Statement
filed on December 12, 1997.     

	(e)  Form of Investment Advisory Agreement between the Registrant on 
behalf of Smith Barney Large Capitalization Growth Fund and Smith Barney 
Mutual Funds Management Inc. is to be filed by Amendment.

	(6)(a)  Distribution Agreement between Registrant and Smith Barney 
Shearson Inc. dated July 30, 1993 is incorporated by reference to Post-
Effective Amendment No. 3.

	(b)  Form of Distribution Agreement between the Registrant on behalf of 
Smith Barney S&P 500 Index Fund and PFS Distributors is incorporated 
by reference to Post-Effective Amendment No. 10.

	(7)  Not Applicable.

	(8)  Form of Custody Agreement with PNC Bank, National Association, is 
incorporated by reference to Post-Effective Amendment No. 9.

	(9)(a)  Administration Agreement between the Registrant on behalf of 
Smith Barney Intermediate Maturity California Municipals Fund and Smith, 
Barney Advisers, Inc. (SBA") is incorporated by reference to the N-14.

	(b)   Form of Administration Agreement between the Registrant on behalf 
of Smith Barney Limited Maturity Municipals Fund and Smith Barney Intermediate 
Maturity New York Municipals Fund and SBA is incorporated by reference to 
Post-Effective Amendment No. 6.

   	 (c)  Form of Administration Agreement between the Registrant on behalf 
of Smith Barney S&P 500 Index Fund and Smith Barney Mutual Funds 
Management Inc. is incorporated by reference to Post Effective 
Amendment No. 15.     


	(d)  Transfer Agency Agreement with First Data Investor Services
 Group, Inc.(formerly known as "The Shareholder Services Group Inc.")
is incorporated by reference to Post-Effective Amendment No. 3.

	(e)  Form of Sub-Transfer Agency Agreement between the Registrant on 
behalf of Smith Barney S&P 500 Index Fund and PFS Shareholder Services is 
 incorporated by reference to Post-Effective Amendment No. 10.

	(10) Opinion of counsel regarding legality of shares being 
registered is incorporated by reference to Pre-Effective Amendment No. 1 to 
the Registration Statement filed on December 6, 1991.

	(11)   Consent of Independent Accountants is to be filed by 
Amendment.

	(12)  Not Applicable.

	(13)  Purchase Agreement between the Registrant and Shearson Lehman 
Brothers Inc. is incorporated by reference to Pre-Effective Amendment No. 1.

	(14)  Not Applicable.

	(15)(a)  Amended Service and Distribution Plan pursuant to Rule 12b-1 
between  the Registrant on behalf of Smith Barney Intermediate Maturity 
California Municipals Fund and Smith Barney Inc. is incorporated by reference 
to the N-14.

	(b) Form of Amended Service and Distribution Plan pursuant to Rule 12b-1 
between the Registrant on behalf of Smith Barney Limited Maturity Municipals 
Fund and Smith Barney Intermediate Maturity New York Municipals Fund and Smith 
Barney Inc. is incorporated by reference to Post-Effective Amendment No. 6.

   	(c)  Form of Shareholder Services and Distribution Plan pursuant to Rule 
12b-1 between the Registrant on behalf of Smith Barney S&P 500 Index Fund 
is incorporated by reference to Post Effective Amendment No. 15.    

	(d) Form of Service and Distribution Plan pursuant to Rule 12b-1 
between the Registrant on behalf of Fund and Smith Barney
Large Capitalization Growth Fund is to be filed by Amendment.

	(16)  Performance Data is incorporated by reference to Post-Effective 
Amendment No. 2 to the Registration Statement as filed on April 1, 1993.


	(17)  Financial Data Schedule is filed herewith.


	(18) Plan adopted pursuant to Rule 18f-3(d) of the Investment Company 
Act of 1940, as amended, is incorporated by reference to Post-Effective 
Amendment No. 10.

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

		None


Item 26.	Number of Holders of Securities

		(1)						(2)
	Title of Class					
	Beneficial Interest par value	Number of Record Holders
	$0.001 per share		as of November 30, 1997 

	 
	Intermediate Maturity California 	
		Municipals Fund		  550
	Intermediate Maturity New York	
		Municipals Fund		 1,192
	Smith Barney S&P 500
		Index Fund			None

	Large Capitalization Growth Fund 	25,432
	

Item 27.	Indemnification

	The response to this item is incorporated by reference to Pre-Effective 
Amendment No. 1.

Item 28(a).	Business and Other Connections of Investment Adviser
   
Investment Adviser -- Travelers Investment Management Company. ("TIMCO").

TIMCO serves as the investment adviser for the Fund pursuant to a written
agreement (the "Advisory Agreement").  TIMCO was incorporated on August 31, 
1967
under the laws of the State of Connecticut.  TIMCO is a wholly owned 
subsidiary
of Salomon Smith Barney Holdings Inc. (formerly known as Smith Barney
Holdings Inc.), which in turn is a wholly owned subsidiary of
Travelers Group Inc. (formerly known as Primerica Corporation) ("Travelers").
TIMCO is registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act") since 1971 and has, through its
predecessors, been in the investment counseling business since 1967.
The list required by this Item 28 of the officers and directors of TIMCO 
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 fiscal years, is incorporated by reference to Schedules A 
and D of FORM ADV filed by SBA pursuant to the Advisers Act (SEC File No. 
801-07212).    


Item 29.	Principal Underwriters

Consulting Group Capital Markets Funds; Global Horizons Investment Series 
(Cayman Islands); Greenwich Street California Municipal Fund Inc.; Greenwich 
Street Municipal Fund Inc.; Greenwich Street Series Fund; High Income 
Opportunity Fund Inc.; The Italy Fund Inc.; Managed High Income Portfolio 
Inc.; Managed Municipals Portfolio II Inc.; Managed Municipals Portfolio Inc.; 
Municipal High Income Fund Inc.; Puerto Rico Daily Liquidity Fund Inc.; Smith 
Barney Adjustable Rate Government Income Fund; Smith Barney Aggressive Growth 
Fund Inc.; Smith Barney Appreciation Fund Inc.; Smith Barney Arizona 
Municipals Fund Inc.; Smith Barney California Municipals Fund Inc.; Smith 
Barney Concert Series Inc.; Smith Barney Disciplined Small Cap Fund, Inc.; 
Smith Barney Equity Funds; Smith Barney Fundamental Value Fund Inc.; Smith 
Barney Funds, Inc.; Smith Barney Income Funds; Smith Barney Income Trust; 
Smith Barney Institutional Cash Management Fund, Inc.; Smith Barney 
Intermediate Municipal Fund, Inc.; Smith Barney Investment Funds Inc.; Smith 
Barney Investment Trust; Smith Barney Large Capitalization Growth Fund; Smith 
Barney Managed Governments Fund Inc.; Smith Barney Managed Municipals Fund 
Inc.; Smith Barney Massachusetts Municipals Fund; Smith Barney Money Funds, 
Inc.; Smith Barney Muni Funds; Smith Barney Municipal Fund, Inc.; Smith Barney 
Municipal Money Market Fund, Inc.; Smith Barney Natural Resources Fund Inc.; 
Smith Barney New Jersey Municipals Fund Inc.; Smith Barney Oregon Municipals 
Fund Inc.; Smith Barney Principal Return Fund; Smith Barney Telecommunications 
Trust; Smith Barney Variable Account Funds; Smith Barney World Funds, Inc.; 
Smith Barney Worldwide Special Fund N.V. (Netherlands Antilles); Travelers 
Series Fund Inc.; The USA High Yield Fund N.V.; Worldwide Securities Limited  
(Bermuda); Zenix Income Fund Inc. and various series of unit investment 
trusts. 

   	Smith Barney is a wholly owned subsidiary of Salomon Smith Barney
Holdings Inc.( formerly known as Smith Barney Holdings Inc.).      The 
information required by this Item 29 with respect to each director, officer 
and partner of Smith Barney is incorporated by reference to Schedule A of Form 
BD filed by Smith Barney pursuant to the Securities Exchange Act of 1934 (SEC 
File No. 812-8510).

Item 30.	Location of Accounts and Records

	(1)	Smith Barney Investment Trust
		388 Greenwich Street
		New York, New York  10013

	(2)	Smith Barney Mutual Funds Management Inc.
		388 Greenwich Street
		New York, New York  10013
		(Records relating to its function as investment adviser to certain 
		of the Funds and administrator to all of the Funds)

	(3)	Travelers Investment Management Company
		One Tower Square
		Hartford, CT  06183-2030
		(Records relating to its function as investment adviser to Smith 
		Barney S&P 500 Index Fund) 

	(4)	PNC Bank, National Association
		17th and Chestnut Streets
		Philadelphia, PA  19103
		(Records relating to its function as custodian)

	(5)	First Data Investor Services Group, Inc.
		One Exchange Place
		Boston, Massachusetts 02109
		(Records relating to its function as Transfer Agent and Dividend 
		Paying Agent)

Item 31.	Management Services

		Not Applicable

Item 32.	Undertakings

	(a)  Registrant undertakes to call a meeting of its shareholders of the 
Series for the purpose of voting upon the question of removal of a trustee or 
trustees of Registrant when requested in writing to do so by the holders of at 
least 10% of Registrants outstanding shares.  Registrant undertakes further, 
in connection with the meeting, to comply with the provisions of Section 16(c) 
of the Investment Company Act of 1940, as amended, relating to communications 
with the shareholders of certain common-law trusts.

   
	485(b)  Registrant undertakes to file a post-effective amendment, with
respect to the Fund, containing reasonably current financial statements that 
need
not be certified, within four to six months from the effective date of this 
Registration
Statement.    

 SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, and the 
Investment Company Act of 1940, the Registrant, SMITH BARNEY INVESTMENT TRUST, 
has duly caused this registration statement to be signed on its behalf by the 
undersigned, thereto duly authorized in the City of New York, in the State of 
New York on the     29th day of December, 1997.    

								SMITH BARNEY
								INVESTMENT TRUST

								/s/Heath B. McLendon
								Heath B. McLendon, Chief
								Executive Officer

	Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the date indicated.


Signature
Title
Date


/s/Heath B. McLendon
Heath B. McLendon

Chairman of the Board
(Chief Executive 
Officer)

   December 29, 1997    

/s/Lewis E. Daidone
Lewis E. Daidone

Treasurer
(Chief Financial and 
Accounting Officer)

   December 29, 1997    

/s/Herbert Barg*
Herbert Barg

   Trustee    

   December 29, 1997    

/s/Alfred J. 
Bianchetti*
Alfred J. Bianchetti

   Trustee    

   December 29, 1997    


/s/Martin Brody*
Martin Brody

   Trustee    

   December 29, 1997    

/s/Dwight B. Crane*
Dwight B. Crane

   Trustee    

   December 29, 1997    

/s/Burt N. Dorsett*
Burt N. Dorsett

   Trustee    

   December 29, 1997    

/s/Elliot S. Jaffe*
Elliot S. Jaffe

   Trustee    

   December 29, 1997    

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

   Trustee    

   December 29, 1997    

/s/Joseph J. McCann*
Joseph J. McCann

   Trustee    

   December 29, 1997    

/s/Cornelius C. Rose, *
Jr.
Cornelius C. Rose, Jr.

   Trustee    

   December 29, 1997    

_________________________________________________________________________
* Signed by Heath B. McLendon, their duly authorized attorney-in-fact, 
pursuant to power
of attorney dated January 27, 1995.

/s/ Heath B. McLendon
Heath B. McLendon


u:\legal\funds\slit\1997\secdocs\pea16.ltr