Filed with the Securities and Exchange Commission on October 25, 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 INVESTMENT COMPANY ACT OF 1933			[X]
   
Pre-Effective Amendment No.						[   ]
Post-Effective Amendment No. 3					[X]
    
and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940			[X]
   
Amendment No. 4							[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)   
	X	on October 31, 1996 pursuant to Rule 485(b)(i)(v)   
		60 days after filing pursuant to Rule 485(a)  
		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






<PAGE>4




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





<PAGE>4

PART A

The Prospectus for 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. 2 to the Fund's 
Registration Statement filed on August 14, 1996 (Accession No. 91155-96-326).
 .


PART B

The Statement of Additional Information for 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. 2 to 
the Fund's Registration Statement filed on August 14, 1996 (Accession No. 
91155-96-326).



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").

	2.	Restated By-Laws of the Registrant is incorporated by reference to 
Registrant's Registration Statement as filed January 23, 1996.

	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 to 
Registrant's  Registration Statement as filed January 23, 1996.

	(b)	Registrant's form of stock certificates for Class A, B, C and Y 
shares of the Growth Portfolio is incorporated by reference to Registrant's 
Registration Statement as filed January 23, 1996.

	(c)	Registrant's form of stock certificates for Class A, B, C and Y 
shares of the Balanced Portfolio is incorporated by reference to Registrant's 
Registration Statement as filed January 23, 1996.

	(d)	Registrant's form of stock certificates for Class A, B, C and Y 
shares of the Conservative Portfolio is incorporated by reference to 
Registrant's  Registration Statement as filed January 23, 1996.

	(e)	Registrant's form of stock certificates for Class A, B, C and Y 
shares of the Income Portfolios incorporated  by reference to Registrant's 
Registration Statement as filed January 23, 1996.
   
	(f)	Registrant's form of stock certificate for shares of the Smith 
Barney Concert Series - Select High Growth Portfolio is incorporated by 
reference to Registrant's Registration Statement as filed August 13, 1996.

	(g)	Registrant's form of stock certificate for shares of the Smith 
Barney Concert Series - Select Growth Portfolio is incorporated by reference 
to Registrant's Registration Statement as filed August 13, 1996.

	(h)	Registrant's form of stock certificate for shares of the Smith 
Barney Concert Series - Select Balanced Portfolio is incorporated by reference 
to Registrant's Registration Statement as filed August 13, 1996.

	(i)	Registrant's form of stock certificate for  shares of the Smith 
Barney Concert Series - Select Conservative Portfolio is incorporated by 
reference to Registrant's Registration Statement as filed August 13, 1996.

	(j)	Registrant's form of stock certificate for shares of the Smith 
Barney Concert Series - Select Income Portfolio is incorporated by reference 
to Registrant's Registration Statement as filed August 13, 1996.
    
	5.(a)	Form of Asset Allocation and Administration Agreement between the 
Registrant and Smith Barney Mutual Funds Management Inc. is incorporated by 
reference to Registrant's Registration Statement as filed January 23, 1996 for 
each of the following:

	(i)	High Growth Portfolio

	(ii)	Growth Portfolio

	(iii)	Balanced Portfolio

	(iv)	Conservative Portfolio

	(v)	Income Portfolio

   
	5.(b)	Form of Asset Allocation and Administration Agreement between the 
Registrant and Travelers Investment Adviser, Inc. will be filed by amendment:

	(i)	Select High Growth Portfolio

	(ii)	Select Growth Portfolio

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

	(j)	Select Income Portfolio    

	6.(a)	Form of the Distribution Agreement between the Registrant and 
Smith Barney Inc. is incorporated by reference to Registrant's Registration 
Statement as filed January 23, 1996.

	(b)	Form of the Distribution Agreement between the Registrant and PFS 
Distributors, Inc. is incorporated by reference to Registrant's Registration 
Statement as filed January 23, 1996.

	(c)	Form of Participation Agreement between the Registrant and 
Travelers Fund BD for Variable Annuities and Travelers Fund BD II for Variable 
Annuities to be filed by amendment.

	7.	Inapplicable.

	8	Form of Custodian Agreement between the Registrant and PNC Bank, 
National Association is incorporated by reference to Registrant's Registration 
Statement as filed January 23, 1996.

	8(a)	Form of Custodian Agreement between the Registrant and PNC Bank, 
National Association for the Select Portfolios to be filed by amendment.

	9.(a)	Form of Transfer Agency and Service Agreement between the 
Registrant and The Shareholder Services Group, Inc. is incorporated by 
reference to Registrant's Registration Statement as filed January 23, 1996.

	(b)	Form of Sub-Transfer Agency Agreement between the Registrant and 
PFS Shareholders Services is incorporated by reference to Registrant's 
Registration Statement as filed January 23, 1996.
       

	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 regarding shares being 
registered 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 Registrant's 
Registration Statement as filed January 23, 1996.

	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 
Registrant's Registration Statement as filed January 23, 1996.

	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 Registrant's 
Registration Statement as filed January 23, 1996.

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

			None.

Item 26. 	Number of Holders of Securities.


		August 2, 1996				Shares
		Balanced Portfolio Class A		3,399,391.768
		Balanced Portfolio Class B 		4,782,789.764
		Balanced Portfolio Class C		929,446.663
		Balanced Portfolio Class Y		1

		Income Portfolio Class A	 	819,968.047
		Income Portfolio Class  B		927,418.714
		Income Portfolio Class  C		134,891.461
		Income Portfolio Class  Y		1

		High Growth Portfolio Class A		6,451,969.652
		High Growth Portfolio Class B		6,208,489.221
		High Growth Portfolio Class C		872,938.213
		High Growth Portfolio Class Y		1

		Conservative Portfolio Class A		1,398,051.514
		Conservative Portfolio Class B		1,279,715.543
		Conservative Portfolio Class C		198,172.142
		Conservative Portfolio Class Y		1

		Growth Portfolio Class A		6,715,329.427
		Growth Portfolio Class B		9,070,191.284
		Growth Portfolio Class C		1,438,747.487
		Growth Portfolio Class Y		1

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.

[TIA]

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).

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   25th day of  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. 3 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 25th day of October, 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
October 25, 1996

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

October 25, 1996


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

Director
October 25, 1996

/s/ Martin Brody*
Martin Brody
Director


October 25, 1996


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

Director
October 25, 1996

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


October 25, 1996


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


October 25, 1996

/s/ Madelon DeVoe 
Talley*
Madelon DeVoe Talley
Director
October 25, 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
g:\funds\sbcs\1996\secdoc\pea4.doc