SMITH BARNEY ALLOCATION SERIES INC.

                      ARTICLES OF AMENDMENT

     SMITH BARNEY ALLOCATION SERIES INC., a Maryland corporation,
having its principal office in the City of Baltimore, Maryland
(the Corporation), certifies to the State Department of
Assessments and Taxation that:

     FIRST: The Charter of the Corporation is amended by (i)
reclassifying all of the shares of the Corporation's Select
Conservative Portfolio as shares of the Corporation's Select
Balanced Portfolio, (ii) reclassifying all of the shares of the
Corporation's Select Income Portfolio as shares of the
Corporation's Select Balanced Portfolio, and (iii) increasing the
aggregate number of authorized shares of the Select Balanced
Portfolio by 1,000,000,000 shares.

     SECOND: Upon effectiveness of these Articles of Amendment:

          (a).  All of the assets and liabilities belonging to
     the Corporation's Select Conservative Portfolio and Select
     Income Portfolio and attributable to their respective shares
     shall be conveyed, transferred and delivered to the
     Corporation's Select Balanced Portfolio, and shall thereupon
     become and be assets and liabilities belonging to the Select
     Balanced Portfolio and attributable to its shares.

          (b).  Each of the issued and outstanding shares of the
     Corporation's Select Conservative Portfolio and Select
     Income Portfolio will automatically, and without the need of
     any further act or deed, be reclassified and changed to that
     number of full and fractional issued and outstanding
     share(s) of the Corporation's Select Balanced Portfolio
     having an aggregate net asset value equal to the net asset
     value of a Select Conservative Portfolio or a Select Income
     Portfolio share, respectively, being reclassified and
     changed, such net asset values to be determined as of the
     close of regular trading on the New York Stock Exchange on
     the effective date of these Articles of Amendment.

          (c).  Each unissued share (or fraction thereof) of the
     Corporation's Select Conservative Portfolio and Select
     Income Portfolio, respectively, will automatically, and
     without the need for any further act or deed, be
     reclassified and changed to such number of unissued shares
     (or fractions thereof) of the Corporation's Select Balanced
     Portfolio as shall result, as of the effective time of these
     Articles of Amendment and as a result hereof, in the total
     number of unissued shares of the Corporation's Select
     Balanced Portfolio being increased by 1,000,000,000 shares
     less the number of issued and outstanding shares of the
     Corporation's Select Balanced Portfolio resulting from
     paragraph (b) of this Article SECOND.

          (d).  Open accounts on the share records of the
     Corporation's Select Balanced Portfolio owned by each former
     holder of its respective shares of the Select Conservative
     Portfolio and Select Income Portfolio shall be established
     representing the appropriate number of the Select Balanced
     Portfolio shares deemed to be owned by each such stockholder
     as a result of the reclassification.

     THIRD: This amendment does not increase the authorized
capital stock of the Corporation or the aggregate par value
thereof.  This amendment reclassifies and changes the 500,000,000
authorized shares of each of the Select Conservative Portfolio
and Select Income Portfolio to 1,000,000,000 additional
authorized shares of the Select Balanced Portfolio but does not
amend the description of any class of stock as set forth in the
Charter.  As a result of this amendment, the Corporation is
authorized to issue up to 1,500,000,000 shares of the Select
Balanced Portfolio.  The shares of the Select Balanced Portfolio
shall have all of the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such
Portfolio as set forth in the Charter of the Corporation.

     FOURTH: Outstanding stock certificates representing issued
and outstanding shares of each of the Select Conservative
Portfolio and Select Income Portfolio of the Corporation
immediately prior to these Articles of Amendment becoming
effective shall, upon these Articles becoming effective, be
deemed to represent the appropriate number of issued and
outstanding shares of the Corporation's Select Balanced
Portfolio, calculated as set forth in Article SECOND of these
Articles.

     FIFTH: This amendment has been duly authorized and advised
by the Board of Directors of the Corporation and approved by the
stockholders of the Corporation entitled to vote thereon.

     SIXTH: These Articles of Amendment shall be effective as of
5:00 P.M., Eastern Time, on April 27, 2001.

IN WITNESS WHEREOF, SMITH BARNEY ALLOCATION SERIES INC. has
caused these Articles of Amendment to be signed in its name and
on its behalf by its Chairman, and witnessed by its Assistant
Secretary, as of the 24th day of April, 2001.


WITNESS:                      SMITH BARNEY ALLOCATION SERIES INC.

By:  _____________________________ By:
_____________________________
   Name:  Barbara J. Allen      Name:  Heath B. McLendon
   Assistant Secretary          Office:  Chairman

THE UNDERSIGNED, Heath B. McLendon, Chairman of Smith Barney
Allocation Series Inc., who executed on behalf of the Corporation
the foregoing Articles of Amendment of which this certificate is
made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles of Amendment to be the
corporate act of said Corporation and hereby certifies that to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the authorization and
approval thereof are true in all material respects under the
penalties of perjury.

                              ___________________________
                              Name:  Heath B. McLendon
                              Office:  Chairman