SMITH BARNEY ALLOCATION SERIES INC.
Global Portfolio
High Growth Portfolio
Growth Portfolio
Income Portfolio
Conservative Portfolio
Balanced Portfolio

Supplement dated
March 19, 2001 to
Prospectus dated May 30, 2000, as Amended September 11, 2000


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

	SSB Citi Fund Management LLC ("SSB Citi") currently acts as
investment adviser to the Global Portfolio, High Growth
Portfolio, Growth Portfolio, Balanced Portfolio, Conservative
Portfolio and Income Portfolio (each a "Portfolio" and together
the "Portfolios"), each a series of Smith Barney Allocation
Series Inc. (the "Fund") pursuant to a separate Asset Allocation
and Administration Agreement for each Portfolio (each, a "Current
Agreement" or together, the "Current Agreements").  Under the
Current Agreements, SSB Citi provides investment advisory and
administrative services, including investing each Portfolio's
assets, providing investment research and supervising each
Portfolio's investments in accordance with its investment
objective, policies and restrictions.  For these services, SSB
Citi is paid an annual fee of 0.35% of each Portfolio's average
daily net assets.  This fee is a bundled, or "all-in" fee, which
requires SSB Citi to pay all other operating expenses for each
Portfolio out of this one fee, except charges for distribution
under the Fund's distribution plan.  In a traditional mutual fund
advisory contract, the investment adviser is compensated solely
for its investment advisory services, as described above, and the
fund bears the cost of all other operating expenses.

	On October 10, 2000, a majority of the Board of Directors
of the Fund, including a majority of the Directors who are not
interested persons of the Fund, voted to restructure the Current
Agreements by eliminating the all-in advisory fee and replacing
it with a traditional advisory fee that compensates SSB Citi
solely for its investment advisory services.  Pursuant to the
restructuring, each Current Agreement will be replaced by a new
agreement (each a "New Agreement" or collectively the "New
Agreements") providing for an advisory fee calculated at the
annual rate of 0.20% of that Portfolio's average daily net
assets.  Although the New Agreements provide for lower advisory
fees, the Portfolios will be subject to higher total operating
expenses since they will bear all of their own operating
expenses.  However, the proposed fee structure will be subject to
a voluntary fee waiver and expense reimbursement in order to
maintain an expense cap on each of the Portfolios that is no more
than 0.20% higher than the current total expenses for that
Portfolio.  This expense cap will not be changed in the future
without the approval of the Board of Directors of the Fund.  This
structure should permit the Portfolios to remain competitive and
allow the Fund and the Portfolios to provide shareholders with
enhanced services on the same basis provided by other funds.

At a meeting of shareholders of the Fund held on March 2,
2001, the shareholders of each Portfolio approved the New
Agreements on behalf of each Portfolio.  The New Agreements will
become effective on or about July 1, 2001.

There are no other changes and the Portfolios will continue
to be managed pursuant to the investment objectives and policies
as set forth in the Prospectus.

The above information supplements and to the extent
inconsistent therewith, replaces the information set forth in the
Prospectus.

















FD _________



SMITH BARNEY ALLOCATION SERIES INC.
on behalf of
SELECT INCOME PORTFOLIO AND SELECT CONSERVATIVE PORTFOLIO

Supplement dated March 19, 2001 to
Prospectus dated May 30, 2000


On February 12, 2001, the Board of Directors of Smith Barney
Allocation Series Inc. (formerly known as Smith Barney Concert
Allocation Series Inc.), on behalf of its Select Income Portfolio
and its Select Conservative Portfolio ("Income Portfolio" and
"Conservative Portfolio," respectively), approved a proposed
reorganization pursuant to which its Smith Barney Allocation
Select Balanced Portfolio ("Balanced Portfolio") would acquire
the assets and assume the stated liabilities of the Income
Portfolio and the Conservative Portfolio in exchange for shares
of the Balanced Portfolio.  The reorganization will allow Income
Portfolio and Conservative Portfolio shareholders to maintain an
investment in a fund with similar investment objectives and
investment policies.

Under the terms of the proposed reorganization, Income Portfolio
and Conservative Portfolio shareholders would receive shares of
the Balanced Portfolio equal in value to their investments in the
Income Portfolio and Conservative Portfolio in accordance with
the terms of the reorganization.  Income Portfolio and
Conservative Portfolio shareholders would not be charged a sales
load when Balanced Portfolio shares are issued to them and it is
anticipated that no gain or loss for Federal income tax purposes
would be recognized by shareholders as a result of the
reorganization.

The proposed reorganization is subject to the fulfillment of
certain conditions, including approval by the shareholders of the
Income Portfolio and the Conservative Portfolio.  Proxy materials
describing the proposed reorganization will be mailed to Income
Portfolio and Conservative Portfolio shareholders of record on
February 14, 2001, on or about March 26, 2001, in anticipation of
a meeting of the shareholders expected to be held on April 18,
2001.  If approved by Income Portfolio and Conservative Portfolio
shareholders at that time, the reorganization will occur as soon
after the shareholder meeting as practicable.


FD