Filed with the Securities and Exchange Commission on December 4, 1996    

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

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933					[X]
   
Pre-Effective Amendment No.					[   ]
Post-Effective Amendment No. 6					[X]
    
and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940			[X]
   
Amendment No. 7						[X]
    

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

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

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

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

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

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





SMITH BARNEY CONCERT SERIES INC.

FORM N-1A
CROSS REFERENCE SHEET


Part A
Item No.

Heading in the Prospectus


1. Cover Page

Cover Page


2.  Synopsis
Prospectus Summary


3.  Condensed Financial Information
Not Applicable


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


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


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


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


8.  Redemption or Repurchase


Redemption of Shares

9.  Legal Proceedings
Not Applicable





Part B
Item No.

Heading in Statement of Additional 
Information



10.  Cover Page

Cover Page


11.  Table of Contents
Table of Contents


12.  General Information and History
Not Applicable


13. Investment Objectives and 
Policies
Investment Objectives and Management 
Policies


14.  Management of the Fund
Management of the Concert Series


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



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


17.  Brokerage Allocation and Other 
Practices


Not Applicable

18.  Capital Stock and Other 
Securities
Additional Information


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


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


21.  Underwriters
Not Applicable



22. Calculation of Performance Data
Performance


23.  Financial Statements
Financial Statements




PART A

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

The Prospectus for the Select High Growth, Select Growth, Select Balanced, 
Select Conservative and Select Income Portfolios of the Fund is incorporated 
by reference to Part A of Post-Effective Amendment No. 4 to the Fund's 
Registration Statement filed on October 31, 1996 (Accession No. 91155-96-
000448).
   
The Prospectus for Class Z shares of the Growth, High Growth, Balanced, 
Conservative and Income Portfolios of the Fund is incorporated by reference to 
Part A of Post-Effective Amendment No. 5 to the Fund's Registration Statement 
filed on November 19, 1996 (Accession No. 91155-96-471) .

The Supplement to Prospectus dated August 5, 1996 (for Class A, Class B, Class 
C and Class Y shares of the High Growth, Growth, Balanced, Conservative and 
Income Portfolio of the Fund) for the purpose of creating a new portfolio, the 
Global Portfolio, is file herein.

 SMITH BARNEY CONCERT SERIES INC.

Supplement dated February __, 1997
to Prospectus dated August 5, 1996



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

	The following supplements and, to the extent inconsistent with, 
supersedes the disclosure in the Concert Series' prospectus dated August 5, 
1996 (the "Prospectus"):

Purchase of Shares in the Global Portfolio.

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

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

	Class B shares of the Global Portfolio are offered at net asset value 
subject to a maximum CDSC of [5.00%] of redemption proceeds, declining  by 
[1.00%] each year after the date of purchase to zero.  The CDSC may be waived 
for certain redemptions.  Class B shares of the Global Portfolio are subject 
to an annual service fee of [0.25%] and an annual distribution  fee of [0.75%] 
of the average daily net assets of the Class.   Class B shares will convert 
automatically to Class A shares, based on relative net asset value, eight 
years after the date of the original purchase.  Upon conversion, these shares 
will no longer be subject to an annual distribution fee.  In addition, a 
certain portion of Class B shares that have been acquired through the 
investment of dividends and distributions ("Class B Dividend Shares") will be 
converted at that time.

	Class C shares of the Global Portfolio are sold at net asset value with 
no initial sales charge; however, investors pay a CDSC of 1.00% if they redeem 
Class C shares within 12 months of purchase.  The CDSC may be waived for 
certain redemptions.  Class C shares are subject to an annual service fee of 
[0.25%] and an annual distribution fee of [0.75%] of the average daily net 
assets of the Class.  Purchases of Global Portfolio shares, which when 
combined with current holdings of Class C shares of the Portfolio equal or 
exceed $500,000 in the aggregate, should be made in Class A shares at net 
asset value with no sales charge, and will be subject to a CDSC of 1.00% on 
redemptions made within 12 months of purchase.

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

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

Smith Barney 401(k) Program.

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

Redemption and/or Exchange of Shares of the Global Portfolio

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


Management of the Global Portfolio

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

Dividends and Distributions 

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



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



Class A
Class B
Class C
Class Y

Shareholder Transaction Expenses
     Maximum sales charge imposed 
on purchase
	(as a percentage of offering 
price)
     Maximum CDSC
	(as a percentage of original 
cost or redemption
	proceeds, whichever is lower)

[5.00%]

None*

None

[5.00%]

None

1.00%

None

None

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





     Management Fee
0.35%
0.35%
0.35%
0.35%

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

     Other Expenses***
None
None
None
None

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

*  Purchases of Class A shares, which when combined with current holdings of 
Class A shares offered with a sales charge equal or exceed $500,000 in the 
aggregate, will be made at net asset value  with no sales charge, but will 
be subject to a CDSC of 1.00% on redemptions made within 12 months.
** Upon conversion of Class B shares to Class A shares, such shares will no 
longer be subject to a distribution fee.  Class C shares do not have a 
conversion feature and therefore are subject to an ongoing distribution 
fee.  As a result, long-term shareholders of Class C shares may pay more 
than the economic equivalent of the maximum front-end sales charge 
permitted by the National Association of Securities Dealers, Inc.
***Under the Asset Allocation and Administration Agreement with the Global 
Portfolio, SBMFM bears all expenses of each Class of the Portfolio other 
than the management fee, the 12b-1 fee and extraordinary expenses.

Example

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






An  investor would pay the 
following expenses on a 
$1,000 investment, 
assuming (1) 5.00% annual 
return and (2) redemption 
at the end of each time 
period.			
	
An investor would pay the 
following expenses on the 
same investment, assuming 
the same annual return but 
without a redemption at 
the end of each time 
period.			

Global 
Portfolio
1 Year
3 Years
1 Year
3 Years

Class A

$
$
$
$

Class B






Class C






Class Y







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

Investment Objective and Management Policies

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

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


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


Target
Range

Equity
    %
% -     %





Fixed Income
     %
   % -     %



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

UNDERLYING SMITH BARNEY FUND
GLOBAL PORTFOLIO


Smith Barney Aggressive Growth Fund Inc.

5 - 25%

Smith Barney Appreciation Fund Inc.
0 - 20%

Smith Barney Equity Funds:


	Smith Barney Growth and Income Fund
0 - 20%

Smith Barney Fundamental Value Fund Inc.
0 - 20%

Smith Barney Funds, Inc.


	Equity Income Portfolio
0 - 20%

	Short-Term U.S. Treasury Securities 
Portfolios
---

Smith Barney Income Funds Inc.:


	Smith Barney High Income Fund
---

	Smith Barney Utilities Fund
---

	Smith Barney Premium Total Return Fund
0 - 15%

	Smith Barney Convertible Fund
0 - 15%

	Smith Barney Diversified Strategic Income 
Fund
---

Smith Barney Investment Funds Inc.:


	Smith Barney Managed Growth Fund
0- 15%

	Smith Barney Special Equities Fund
5 - 25%

	Smith Barney Government Securities Fund
---

	Smith Barney Investment Grade Bond Fund
---

Smith Barney Managed Governments Fund Inc.
---

Smith Barney Money Funds, Inc.:


	Cash Portfolio
0 - 20%

Smith Barney Natural Resources Fund Inc.
0 - 15%

Smith Barney World Funds, Inc.:


	International Equity Portfolio
15 - 35%

	Emerging Markets Portfolio
0 - 25%

	International Balanced Portfolio
0 - 25%

	Global Government Bond Portfolio
0 - 20%

	European Portfolio
0 - 20%

	Pacific Portfolio
0 - 20%



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

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

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

Portfolio Turnover

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

Additional Information

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



5
g:\users\cac\temp\sbcsglob.doc


    
PART B

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

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



PART C

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

OTHER INFORMATION

Item 24:	Financial Statements and Exhibits	

a.	Financial Statements:

		Included in Part A of this Registration Statement:

			Financial Highlights

		Included in Part B of this Registration Statement:

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

b.	Exhibits:

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

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

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

	3.	Inapplicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	(i)	High Growth Portfolio

	(ii)	Growth Portfolio

	(iii)	Balanced Portfolio

	(iv)	Conservative Portfolio

	(v)	Income Portfolio

	(vi)	Global Portfolio
    

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


	(i)	Select High Growth Portfolio

	(ii)	Select Growth Portfolio

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

	(v)	Select Income Portfolio

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

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

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

	7.	Inapplicable.

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

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

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

   	10.	Opinion and Consent of Willkie Farr & Gallagher as to legality of 
the series of shares being registered to be filed by amendment.


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

	12.	Inapplicable.

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

	14.	Inapplicable.

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

	16.	Inapplicable.

	17.	Inapplicable.

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

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

			None.

Item 26. 	Number of Holders of Securities.

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

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

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

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

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

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

Item 28.	Business or Other Connections of Investment Adviser.

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


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

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

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

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


Item 29.	Principal Underwriters.

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

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

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

	(c)	Inapplicable.


Item 30.	 Location of Accounts and Records.

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

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

Item 31.	 Management Services.

		Inapplicable.	

Item 32.	Undertakings.

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

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

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

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

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933 and the 
Investment  Company  Act of  1940,  the  Registrant  has duly  caused  this 
Amendment  to its  Registration  Statement  to be  signed  on its  behalf by 
the undersigned, thereunto duly authorized, in the City of New York and the 
State of New York on the 4th day of  December, 1996.




SMITH BARNEY CONCERT SERIES INC.

Pursuant to the requirements of the Securities Act of 1933,  as amended, and 
the Investment Company Act of 1940, as amended, the  Registrant, Smith Barney 
Concert Series, has duly caused this Post-Effective Amendment No. 6 to the 
Registration Statement to be signed on its behalf  by the undersigned, 
thereunto duly authorized, all in the City of  New York, State of New York as 
of the 4th day of December, 1996.   

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




Signature

Title
Date

/s/ Heath B. McLendon
Heath B. McLendon

Director; Chairman of 
the Board
December 4, 1996

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

December 4, 1996


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

Director
December 4, 1996

/s/ Martin Brody*
Martin Brody
Director


December 4, 1996


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

Director
December 4, 1996

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


December 4, 1996


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


December  4, 1996

/s/ Madelon DeVoe 
Talley*
Madelon DeVoe Talley
Director
December 4, 1996



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

/s/ Heath B. McLendon
Heath B. McLendon




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