SMITH BARNEY FUNDS, INC.*
Large Cap Value Fund 
U.S. Government Securities Fund
SMITH BARNEY SMALL CAP BLEND FUND, INC.**

Supplement dated June 12, 1998
to the Prospectuses dated 
 *April 28, 1998
**April 30, 1998

The following information supplements, and to the extent inconsistent
therewith, replaces the information contained in the current Prospectuses. 

Effective immediately, Class C shares will be renamed Class L shares.
Effective June 15, 1998, Class L shares will be sold at net asset
value per share plus a maximum initial sales charge of 1.00%.

Class L Share Expenses:

The following expense table lists the costs and expenses an investor 
will incur either directly or indirectly as a Class L shareholder
of the Portfolios of Smith Barney Funds, Inc. shown below and Smith 
Barney Small Cap Blend Fund, Inc. (each, a "Portfolio") based on 
the maximum sales charge and maximum contingent deferred sales
charge ("CDSC") that may be incurred at the time of purchase or redemption and 
each such Portfolio's operating expenses for its most recent fiscal year:


Large Cap 
Value Fund

U.S. 
Government 
Securities

Small Cap 
Blend

Shareholder Transaction Expenses


Maximum sales charge imposed 
on purchases (as a percentage  of offering price)

1.00%
1.00%
1.00%

Maximum CDSC
(as a percentage of original cost or redemption 
proceeds, whichever is lower)

1.00%
1.00%
1.00%

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


Management fees

0.58%
0.45%
0.75%

12b-1 fees+  

1.00
0.70
1.00

Other expenses

0.11
0.12
0.25

TOTAL PORTFOLIO OPERATING EXPENSES

1.69%
1.27%
2.00%

EXAMPLE 
 
    The following example is intended to assist an investor in understanding 
the various costs that an investor in Class L shares of the Portfolios
 shown below will bear directly or indirectly. The example assumes 
payment by each Portfolio of operating expenses at the levels set forth in the 
preceding table. See "Purchase of Shares," "Redemption of Shares" and 
"Management of the Fund" in the Prospectus for more information.
 

Large Cap 
Value

U.S. 
Government 
Securities

Small Cap 
Blend

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:


1 year       $ 37     $ 33     $ 40

3 years        63       50       72

5 years       101       79      117

10 years      208      162      240

An investor would pay the following expenses
on the same investment, assuming the same
annual return and no redemption: 


1 year         27     $ 23     $ 30

3 years        63       50       72
 
5 years       101       79      117

10 years      208      162      240

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, each Portfolio's 
actual return will vary and may be greater or less than 5.00%. This 
example should not be considered a representation of past or future 
expenses and actual expenses may be greater or less than those shown. 


Purchase of Shares:
Until June 25, 1999 purchases of Class L shares by investors who were 
holders of Class C shares of any Smith Barney Mutual Fund 
on June 12,1998 will not be subject to the 1% front-end sales charge.



+  Class L shares do not have a conversion feature and, therefore, are 
subject to an ongoing distribution fee. As a result, long term 
shareholders of Class L shares may pay more than the economic 
equivalent of the maximum front-end sales charge permitted 
by the National Association of Securities Dealers, Inc.


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