SCHEDULE 14A INFORMATION

	Proxy Statement Pursuant to Section 14(a) of the Securities 
	Exchange Act of 1934 

Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:
[ XXX]	Preliminary Proxy Statement
[    ]	Definitive Proxy Statement
[   ]	Definitive Additional Materials
[   ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

	SMITH BARNEY EQUITY FUNDS 
	(Name of Registrant as Specified In Its Charter)

	ROBERT VEGLIANTE
	(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[XXX ]	No Fee Required
[   ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 
0-11.

1)	Title of each class of securities to which transaction applies:         

2)	Aggregate number of securities to which transaction applies:           

3)	Per unit price or other underlying value of transaction computed 
pursuant to Exchange Act Rule 0-11:

                                                                          

4)	Proposed maximum aggregate value of transaction:                    


Set forth the amount on which the filing fee is calculated and state how it 
was determined.


[   ]	Check box if any part of the fee is offset as provided by Exchange 
Act Rule 0-11(a)(2) and identify the filing for which the 
offsetting fee was paid previously.  Identify the previous filing 
by registration statement number, or the Form or Schedule and the 
date of its filing.

1)	Amount Previously Paid:                                               

2)	Form, Schedule or Registration Statement No.:                         

3)	Filing Party:                                                
4)	     Date Filed:	





SMITH BARNEY EQUITY FUNDS
388 Greenwich Street, New York, New York 10013
______________________

NOTICE OF MEETING OF SHAREHOLDERS OF
SMITH BARNEY STRATEGIC INVESTORS FUND
To Be Held On February 14, 1997
______________________

To the Shareholders:

	A meeting of Shareholders of the Smith Barney Strategic Investors Fund 
(the "Fund"), a series of Smith Barney Equity Funds (the "Trust") will be held 
on February 14, 1997 at 3:00 p.m. at 388 Greenwich Street, New York, New York, 
22nd Floor, for the following purposes:

	(1)  To approve or disapprove changes to certain investment policies of 
the Fund; and

	(2)  To transact such other business as may properly come before the 
meeting or any adjournment thereof.

	Shareholders of record at the close of business on December 23, 1996 
will be entitled to vote at the meeting.

	Please mark, date and sign the enclosed proxy and return it in the 
prepaid envelope enclosed for your convenience to insure that your shares are 
represented.  The prompt return of your proxy will save the expense of further 
mailings.  If you attend the meeting you can revoke your proxy and vote your 
shares in person if you wish.

						By Order of the Trustees

						   Christina T. Sydor
						   Secretary

New York, New York
December [   ], 1996
_____________________

	IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  SHAREHOLDERS ARE 
URGED TO MARK, DATE, SIGN AND RETURN THE PROXY IN THE ENCLOSED PREPAID 
ENVELOPE.


INSTRUCTIONS FOR SIGNING PROXY CARDS

	The following general rules for signing proxy cards may be of assistance 
to you and avoid the time and expense to the Fund involved in validating your 
vote if you fail to sign your proxy card properly.

	1.  Individual Accounts:  Sign your name exactly as it appears in the 
registration on the 		     proxy card.
	
	2.  Joint Accounts:  Either party may sign, but the name of the party 
signing should 	     	     conform exactly to a name shown in the 
registration.

 	3.  All Other Accounts:  The capacity of the individual signing the 
proxy should be 		     indicated unless it is reflected in the form of 
registration.

	For example:

Registration						Valid Signature

Corporate Accounts
(1) ABC Corp. ............................................................      
ABC Corp.
(2) ABC Corp. ............................................................      
John Doe, Treasurer
(3) ABC Corp.
	c/o John Doe, Treasurer ..................................     John Doe
(4) ABC Corp. Profit Sharing Plan ..............................     John Doe, 
Trustee

Trust Accounts
(1) ABC Trust ............................................................      
Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
	u/t/d 12/28/78 ................................................      
Jane B. Doe

Custodian or Estate Accounts
(1) John B. Smith, Cust.
	f/b/o John B. Smith, Jr. UGMA ......................      John B. Smith
(2) Estate of John B. Smith .........................................      
John B. Smith, Jr., Executor



PROXY STATEMENT
SMITH BARNEY EQUITY FUNDS on behalf of 
Smith Barney Strategic Investors Fund

388 Greenwich Street
New York, New York 10013
(800) 224-7523

SPECIAL MEETING OF SHAREHOLDERS

February 14, 1997

	This proxy statement is furnished in connection with the solicitation by 
the Board of Trustees (the "Trustees") of Smith Barney Equity Funds (the 
"Trust") on behalf of its series, Smith Barney Strategic Investors Fund (the 
"Fund") of proxies to be voted at a Special Meeting of shareholders, and all 
adjournments thereof (the "Meeting") of the Fund, to be held at the offices of 
the Trust, 388 Greenwich Street, New York, New York 10013 on the 22nd Floor, 
Friday, February 14, 1997, at 3:00 p.m.  The approximate mailing date of this 
proxy statement and accompanying form of proxy is December [    ], 1996.

	The primary purpose of the Meeting is to permit the Fund's shareholders 
to consider changes to certain investment policies of the Fund, as further 
discussed in this proxy statement.  While the policies under consideration 
here are not ones for which the Investment Company Act of 1940, as amended, 
(the "1940 Act") would require shareholder approval if proposed to be changed, 
the Trustees believe that the proposal involves modifications of sufficient 
interest and importance to shareholders that they have determined to seek 
approval by shareholders prior to implementation of the proposal.  The 
Trustees have fixed the close of business on December 23, 1996, as the record 
date (the "Record Date") for the determination of holders of shares of the 
Fund entitled to vote at the Meeting (the "Shares").  Shareholders of the Fund 
(the "Shareholders") on the Record Date will be entitled to one vote per share 
with respect to each proposal submitted to the Shareholders of the Fund, with 
no Share having cumulative voting rights.

	THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL 
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT) 
TO A SHAREHOLDER OF THE FUND UPON REQUEST.  ANY SUCH REQUEST SHOULD BE 
DIRECTED TO THE TRUST BY CALLING (800) 224-7523 OR BY WRITING TO THE TRUST AT 
388 GREENWICH STREET, NEW YORK, NEW YORK 10013.

	There are no persons who, to the knowledge of the Trust, owned 
beneficially more than 5% of the Fund's outstanding Shares as of the Record 
Date.  As of the Record Date, the officers and Trustees of the Trust 
beneficially owned less than 1% of the outstanding Shares of the Fund.

Voting
 
	With respect to Proposal 1, the proposed changes to the Fund's 
investment policies will be implemented if they receive a "vote of a majority 
of the outstanding voting securities", which is defined under the 1940 Act as 
the lesser of (i) 67% or more of the voting securities of the Fund entitled to 
vote thereon present in person or by proxy at the Meeting, if the holders of 
more than 50% of the outstanding voting securities entitled to vote thereon 
are present in person or represented by proxy, or (ii) more than 50% of the 
outstanding voting securities of the Fund entitled to vote thereon.  If an 
insufficient number of votes are received approving the proposal, the Fund's 
current investment policies will continue to be applied by management.

	THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE FOR APPROVAL OF THE 
CHANGES TO CERTAIN OF THE FUND'S INVESTMENT POLICIES.

	All Shares of the Fund affected by a proposal will vote together as a 
single class on such proposal.  All properly executed proxies received prior 
to the Meeting will be voted at the Meeting in accordance with the 
instructions marked thereon.  Only those who were Shareholders as of the close 
of business on the Record Date are considered "shareholders of record" and are 
entitled to notice of and to vote at the Meeting.  Each Share is entitled to 
one vote for the proposal and any fractional share is entitled to a 
proportionate fractional vote.  On the Record Date the Fund had [               
] shares of voting securities.

	Proxies received prior to the Meeting on which no vote is indicated will 
be voted "for" the proposal.  For purposes of determining the presence of a 
quorum for transacting business at the Meeting, abstentions and broker "non-
votes" (that is, proxies from brokers or nominees indicating that such persons 
have not received instructions from the beneficial owner or other persons 
entitled to vote shares on a particular matter with respect to which the 
brokers or nominees do not have discretionary power) will be treated as shares 
that are present but which have not been voted.  The Shares represented by a 
proxy that represents a broker non-vote or an abstention will have the same 
effect as Shares voted "against" the proposal.  A majority of the outstanding 
Shares entitled to vote on the proposal must be present in person or by proxy 
to have a quorum to conduct business at the Meeting.

	Shareholders who execute proxies may revoke them at any time before they 
are voted by filing with the Trust a written notice of revocation, by 
delivering a duly executed proxy bearing a later date or by attending the 
Meeting and voting in person.

	In the event a quorum in not present at the Meeting or in the event a 
quorum is present at the Meeting but sufficient votes to approve the proposal 
are not received, the persons named as proxies may propose one or more 
adjournments of the Meeting to permit further solicitation of proxies.  In 
determining whether to adjourn the Meeting, the following factors may be 
considered:  the nature of the proposal that is the subject of the Meeting, 
the percentage of votes actually cast, the nature of any further solicitation 
and the information to be provided to shareholders.   



PROPOSAL 1

TO APPROVE CHANGES TO CERTAIN OF 
THE FUND'S INVESTMENT POLICIES

Introduction

	The investment objective of the Fund is high total return consisting of 
capital appreciation and current income.  Smith Barney Strategy Advisers Inc. 
("Strategy Advisers"), the Fund's investment adviser, seeks to achieve this 
objective by investing the Fund's assets in a combination of equity, fixed-
income, money market securities and gold securities.  The percentages of the 
Fund's assets invested in each of these four types of securities are adjusted 
from time to time in order to conform to the asset allocation most recently 
determined by Smith Barney's Investment Policy Group (the "IPG").  On December 
13, 1996, the Trustees approved changes to the investment policies of the Fund 
whereby the Fund would seek to achieve its objective by investing in equity 
and fixed-income securities of issuers who demonstrate a positive awareness of 
their impact on the society within which they operate.  In addition to 
instituting this social awareness overlay to the investment process, the Fund 
would no longer modify the percentages of its assets invested in various types 
of securities in response to determinations made by the IPG, but would instead 
maintain, under normal conditions, between 65% and 85% of its assets invested 
in equity securities and between 15% and 35% invested in fixed-income 
securities.  The Trustees determined that adding a social awareness investment 
approach and modifying the method of allocating the Fund's assets (which 
should result in a greater percentage being invested in equity securities) 
will better position the Fund to benefit from current market conditions and 
long-term total return opportunities and will permit the Fund to be marketed 
to a wider investor population, potentially attracting new assets.  The 
Trustees unanimously approved these changes and directed that they be 
submitted to the shareholders of the Fund for approval at a Meeting of 
Shareholders.  If approved by the shareholders, these changes would become 
effective as soon as practical after the meeting and the name of the Fund 
would be changed to the "Concert Social Awareness Fund".

Factors Considered By the Trustees

	In approving the proposed changes, the Trustees considered a number of 
factors.  First, the Trustees considered management's belief that there is a 
direct correlation between companies that demonstrate an acute awareness of 
their impact on the society within which they operate and companies which 
offer an attractive long-term investment potential.  Management believes that 
addressing social issues in a positive manner translates into sound business 
judgment.  For example, by ensuring that a product or service does not 
negatively impact the environment, a company can avoid costly litigation and 
clean-up costs; by maintaining positive standards for the workplace and a 
diverse employee population, a company can better ensure access to quality 
management talent and improve productivity; or by becoming more involved in 
the community, a company's consumer franchise can be enhanced.  These are all 
factors by which a company can gain a significant competitive advantage over 
the long term.
 
	Next, the Trustees considered a presentation by management that 
illustrated that over the last few years, the financial markets have reacted 
to a secular decline in inflation that provided atypical investment returns 
for all asset classes.  With the dramatic change in inflation already 
accomplished, the future trend line investment returns on various asset 
classes should revert to a more traditional pattern and in that environment, 
equities should provide better long-term total return opportunities than 
fixed-income securities or cash.  Management also suggested that increasing 
the allocation of the Fund's assets in equities and placing the strategic 
allocation among asset classes in the hands of the actual portfolio managers 
would enable Strategy Advisers to be more proactive and to react more quickly 
to changing market conditions.  Management also noted that moving to a target 
of 75% equities and 25% fixed-income securities within a +/- 10% range will 
not represent a dramatic change from the historic allocation which has 
averaged 60% equities, 30% fixed-income and 10% cash.  The Fund will continue 
to be permitted to invest a portion of its assets in cash or money market 
securities, but the Fund would hold cash and money market securities as a 
temporary defensive measure, not as a specific allocation class.  Management 
advised that reducing the amount of the Fund's assets invested in cash and 
subsequently allowing more of the Fund's assets to be fully invested should 
provide better long term opportunities.

	The Trustees were informed that, but for the additional overlay of a 
social awareness criteria, the Fund's proven investment disciplines will 
remain the same and the Fund will be managed by the same portfolio managers.  
The equity portion of the Fund's assets will continue to consist primarily of 
common stocks of established companies traded on exchanges or over-the-counter 
that represent an opportunity for total return on a long-term basis.  Strategy 
Advisers will continue to select companies that are believed to be undervalued 
based on relevant indicators such as price/earnings ratios, forecast growth, 
as well as balance sheet, profitability and risk analysis.  Equity investments 
will continue to be made without regard to the size of companies and generally 
will be made in a broad spectrum of industries.  The Fund would continue to 
invest primarily in common stocks, preferred stocks, securities convertible 
into or exchangeable for common stocks and warrants.  In addition, the Fund 
would use futures contracts and options on futures contracts in order to hedge 
against market and interest rate fluctuations.  The fixed-income portion of 
the Fund's assets would continue to be composed primarily of investment grade 
corporate bonds, debentures and notes, asset-backed securities and US 
government securities.  Again, as with the selection of equity securities, the 
Fund will utilize a social awareness criteria in determining which issuers of 
fixed-income securities are eligible for investment.  

	The Trustees further considered a submission by Strategy Advisers 
illustrating its long history of successfully managing assets implementing the 
same investment discipline while incorporating social awareness criteria.  
Robert Brady, portfolio manager of the Fund responsible for equity investments 
has been managing investments utilizing a social awareness criteria for more 
than ten years and currently manages $380 million of equity investments 
applying such social awareness criteria.  Ellen Cammer will continue to manage 
the Fund's investments in fixed-income securities based on traditional 
investment criteria and, if the proposal is approved, will apply the social 
awareness criteria to issuers of fixed-income securities.  The Fund will also 
invest in direct US government debt obligations since it is management's 
experience that these investments satisfy the social awareness criteria and 
are acceptable to most social awareness investors.

Additional Information Regarding The Social Awareness Criteria

	Strategy Advisers believes that top quality management teams who 
successfully balance their companies' business interests with their social 
influences can gain a significant competitive advantage over the long term.  
The Fund will hold securities issued by companies which, in the opinion of 
Strategy Advisers, meet the Fund's investment policies and do not violate the 
Fund's social awareness criteria.  The primary social emphasis will be to 
establish investments in companies that make a positive contribution to 
society through their products and services or through the way that they do 
business.  These include companies known for fostering fair and progressive 
relations with their employees, companies taking an active role in promoting 
worthwhile causes or known to be good community citizens, companies committed 
to upholding human rights in their domestic and international operations and 
companies promoting positive alternatives to unsafe, polluting or wasteful 
business activities or products.  In addition, Strategy Advisers has 
identified specific areas of social and financial concern and, thus, will not 
purchase securities of any company that Strategy Advisers has reason to 
believe is engaged at the time of investment in any of the following:

	   tobacco production;
	   manufacture of unsafe products;
	   engaging in irresponsible advertising or marketing practices;
	   engaging in activities that cause substantial environmental damage;
	   production of weapons;
	   ownership or design of nuclear facilities.

	This criteria is based on a belief that a company will benefit from its 
social awareness and should enable a company to better position itself in 
developing business opportunities while avoiding liabilities that may be 
incurred when a product or service is determined to have a negative social 
impact.  Management beleives that these companies should be better prepared to 
respond to external demands and ensure that over the longer term they will be 
viable to provide a positive return to both investors and society as a whole.

	Strategy Advisers will continue to apply the investment criteria 
described above and, in addition, will analyze the company's social impact, 
eliminating those securities that fail either test.  Strategy Advisers will 
use its best efforts and will direct special research sources using both 
primary and secondary research  to assess a company's social impact and 
performance.  This analysis will be based on present activities by the company 
and will not preclude securities solely because of past activities.  Strategy 
Advisers will monitor the social progress or deterioration of each company in 
which the Fund invests and in the event a company is no longer in compliance 
with the Fund's social criteria, the Fund will sell the securities as soon as 
is prudent.  The social awareness criteria used by the Fund will be monitored 
by the Trustees and Strategy Advisers may, upon approval of the Trustees, 
modify the criteria used to rate the social performance of an issuer without 
shareholder approval.

	While the application of the Fund's social awareness criteria may 
preclude some securities with strong earnings and growth potential, Strategy 
Advisers believes that there are sufficient investment opportunities among 
those companies that satisfy the social awareness criteria to meet the Fund's 
investment objectives.  In fact, as of December 31, 1996, well over 50% of the 
1000 largest publicly traded companies met the proposed social criteria.
       
The Trustees unanimously recommend that you vote "FOR" the proposed 
investment policy changes.


SHAREHOLDER PROPOSALS

	The Trust is not generally required to hold annual or special 
shareholders' meetings.  Shareholders wishing to submit proposals for 
inclusion in a proxy statement for a subsequent shareholders' meeting should 
send their written proposals to the Secretary of the Trust at the address set 
forth on the cover of this Proxy Statement.  Shareholder proposals for 
inclusion in the Trust's proxy statement for any subsequent meeting must be 
received by the Trust a reasonable period of time prior to any such meeting.

SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

	Shareholders holding at least 10% of the Fund's outstanding voting 
securities (as defined in the 1940 Act) may require the calling of a meeting 
of shareholders for the purpose of voting on the removal of any Trustee.  
Meetings of shareholders for any other purpose also shall be called by the 
Trustees when requested in writing by shareholders holding at least 10% of the 
shares of the Fund then outstanding or, if the Trustees shall fail to call or 
give notice of any meeting of shareholders for a period of 30 days after such 
request, shareholders holding at least 10% of the shares then outstanding may 
call and give notice of such meeting.


OTHER MATTERS TO COME BEFORE THE MEETING

	The Trustees do not intend to present any other business at the Meeting, 
nor are they aware that any shareholder intends to do so.  If, however, any 
other matters are properly brought before the Meeting, the persons named in 
the accompanying proxy card will vote thereon in accordance with their 
judgment.

							By Order of the Board of Trustees


							Christina T. Sydor
							Secretary

December [    ], 1996


SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND 
RETURN IT PROMPTLY.



7

FORM OF PROXY CARD

SMITH BARNEY STRATEGIC INVESTORS FUND

PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 14, 1997
The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor and 
Robert A. Vegliante, and each of them separately, proxies with the power of 
substitution to each, and hereby authorizes them to represent and to vote, as 
designated below, at the Special Meeting of Shareholders of the Fund indicated 
above, a series of  Smith Barney Equity Funds, on February 14, 1997 at 3:00 
p.m. Eastern time, and at any adjournment thereof, all of the shares of the 
Fund which the undersigned would be entitled to vote if personally present. IF 
THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL 
BE VOTED FOR PROPOSAL 1.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME 
APPEARS ON THIS PROXY CARD. All joint 
owners should sign. When signing as 
executor, administrator, attorney, 
trustee or guardian or as custodian 
for a minor, please give full title as 
such. If a corporation, please sign in 
full corporate name and indicate the 
signer's office. If a partner, sign in 
the partnership name.
___________________________________ 
Signature
		                                                            
__________________________________ 					
	Signature (if held jointly)

___________________________________ 
Date


THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES. THE TRUSTEES RECOMMEND 
VOTING "FOR" THE PROPOSAL. TO VOTE, FILL IN BOX COMPLETELY
							For       Against        Abstain												FOR    AGAINST    ABSTAIN
1. Proposal to approve changes to certain of the Fund's 
investment policies.						/ /             / /                 / /
2. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER 
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY 
ADJOURNMENT THEREOF.