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. 18				[X]

and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940			[X]

Amendment No. 19						[X]


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

7 World Trade Center, New York, NY 10048
 (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: 212-783-0693

Christina T. Sydor, Esq.
Smith Barney Fund Management LLC
7 World Trade Center
New York, New York 10048
 (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

	immediately upon filing pursuant to paragraph (b)

XXX	on May 1, 2001 pursuant to paragraph (b) of Rule 485

	60 days after filing pursuant to paragraph (a)(i) of Rule 485

	on (date) pursuant to paragraph (a)(i) of Rule 485

	75 days after filing pursuant to paragraph (a)(ii)of Rule 485

	on (date) pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

	this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.


PART A


<PAGE>

                                  SMITH BARNEY
                             ALLOCATION SERIES INC.






                              P R O S P E C T U S


                               M A Y  1, 2 0 0 1

                       S E L E C T  P O R T F O L I O S


                         Prospectus begins on page one

Shares of each portfolio are offered only to insurance company separate accounts
which fund certain annuity and variable life insurance contracts and to certain
qualified pension and retirement plans. This prospectus should be read together
with the prospectus for those contracts.

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete. Any
statement to the contrary is a crime.

                                                                    Smith Barney
                                                                    Mutual Funds
<PAGE>

Contents

Smith Barney Allocation Series Inc. consists of 9 separate investment
portfolios, each with its own investment objective and policies. This
prospectus relates to 3 of those portfolios. Each portfolio offers dif-
ferent levels of potential return and involves different levels of
risk.

<TABLE>
<S>                                      <C>
Investments, risks and performance         2
--------------------------------------------
 Select High Growth Portfolio              3
--------------------------------------------
 Select Growth Portfolio                   5
--------------------------------------------
 Select Balanced Portfolio                 7
--------------------------------------------

More on the portfolios' investments        9
--------------------------------------------

Investment strategies and related risks   11
--------------------------------------------

Management                                13
--------------------------------------------

Share transactions                        14
--------------------------------------------

Share price                               15
--------------------------------------------

Dividends, distributions and taxes        16
--------------------------------------------

Financial highlights                      17
--------------------------------------------
</TABLE>

                                       1

 Allocation Series--Select Portfolios Prospectus
<PAGE>

Investments, Risks and Performance

About the portfolios

Each portfolio is a "fund of funds"--meaning it invests in other mutual funds
rather than directly in portfolio securities like stocks, bonds, and money mar-
ket instruments. These underlying mutual funds will be open-end funds managed
by the investment manager or its affiliates and have investment goals similar,
but not identical to, those of the portfolios.

Each portfolio is managed to serve as a complete investment program or as a
core part of a larger portfolio.

 Target Allocation is the manager's initial strategic focus in allocating
 between equity funds and fixed income funds.

 Target Range is the range in which the manager may vary from the Target
 Allocation.

Investing primarily in other mutual funds presents special risks:

 . In addition to the portfolio's operating expenses, you will indirectly bear
  the operating expenses of the underlying funds. For instance, you will pay
  management fees of both the portfolio and the underlying funds.

 . One underlying fund may buy the same securities that another underlying fund
  sells. You would indirectly bear the costs of these trades without accom-
  plishing any investment purpose.


You should know:

You could lose money on your investment in a portfolio, or the portfolio may
not perform as well as other investments

An investment in any of the portfolios is not a bank deposit and is not insured
or guaranteed by the FDIC or any other government agency

Principal risks of investing in fixed income securities and equity securities

The underlying funds invest in fixed income securities and equity securities.
Risks common to investments in fixed income securities and equity securities
are set forth below. Because each portfolio has a different investment strate-
gy, there are also principal risks which are specific to an investment in a
particular portfolio. These unique risks are described in the portfolio summa-
ries beginning on the next page.

Fixed Income Securities:

 . When interest rates go up, prices of fixed income securities go down

 . An issuer of a security may default on its obligation to pay principal and/or
  interest or the security's credit rating may be downgraded

 . An issuer of a security may prepay principal earlier than scheduled, which
  would force an underlying fund to reinvest in lower yielding securities. This
  is known as call or prepayment risk

 . Slower than expected principal payments may extend a security's life. This
  locks in a below-market interest rate, increases the security's duration and
  reduces the value of the security. This is known as extension risk

Equity Securities:

 . Stock prices may decline generally

 . If an adverse event occurs, such as the issuance of an unfavorable earnings
  report, the value of a particular issuer's security may be depressed

                                       2

 Allocation Series--Select Portfolios Prospectus
<PAGE>


Select High Growth Portfolio
Investment objective

Capital appreciation.

Principal investment strategies

The portfolio is a fund of funds. It invests in the Smith Barney mutual funds
listed below, which are primarily equity funds.

Selection process

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the eq-
uity markets in general, particular sectors of such markets and the performance
outlook for the underlying funds. In assessing the equity markets, the manager
considers a broad range of market and economic trends and quantitative factors.
The performance of the underlying funds also influences their weighting in the
portfolio. The manager tends to emphasize underlying funds that focus upon
smaller cap, higher growth companies. However, the portfolio can invest in un-
derlying funds that have a range of investment styles and focuses, including
large cap, international, emerging markets and high yield (Smith Barney High
Income Fund) funds. The portfolio also allocates a portion of its assets to un-
derlying funds that primarily invest in debt securities.

--------------------------------------------------------------------------------
<TABLE>
<S>                 <C>
Target Allocation
---------------------------
Equity Funds            90%
---------------------------
Fixed Income Funds      10%
---------------------------
Target Range
---------------------------
Equity Funds        80-100%
---------------------------
Fixed Income Funds    0-20%
---------------------------
</TABLE>

Underlying Funds and Target Percentage of Portfolio
--------------------------------------------------------------------------------

<TABLE>
<S>                                        <C>   <C>                                             <C>
Smith Barney Aggressive Growth Fund Inc.   5-30% Smith Barney Growth and Income Fund             0-20%
------------------------------------------------------------------------------------------------------
International All Cap Growth Portfolio     5-25% Smith Barney High Income Fund                   0-20%
------------------------------------------------------------------------------------------------------
Smith Barney Hansberger Global Value Fund  0-25% Smith Barney Large Capitalization Growth Fund   0-20%
------------------------------------------------------------------------------------------------------
Smith Barney Small Cap Core Fund, Inc.     0-25% Global Government Bond Portfolio                0-15%
------------------------------------------------------------------------------------------------------
Cash Portfolio                             0-20% Smith Barney Government Securities Fund         0-15%
------------------------------------------------------------------------------------------------------
Smith Barney Peachtree Growth Fund         0-20% Smith Barney Investment Grade Bond Fund         0-15%
------------------------------------------------------------------------------------------------------
Large Cap Value Fund                       0-20% Smith Barney Mid Cap Core Fund                  0-15%
------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Fund Inc.        0-20% Smith Barney Small Cap Growth Fund              0-15%
------------------------------------------------------------------------------------------------------
Smith Barney Fundamental Value Fund Inc.   0-20% Smith Barney Small Cap Value Fund               0-15%
------------------------------------------------------------------------------------------------------
</TABLE>
Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with in-
vesting in equity securities generally. The principal risks associated with in-
vesting in equity securities are described on page 2 under "About the portfo-
lios". Your investment in the portfolio is also subject to the following spe-
cific risks:

 . You could lose money on your investment in a portfolio, or the portfolios may
  not perform as well as other investments

 . Growth stocks or small capitalization stocks (generally those comprising the
  Russell 2000 Indices) may fall out of favor with investors and may experience
  greater volatility, as well as greater potential for gain or loss

 . An underlying fund's investments in foreign securities may decline because of
  adverse governmental action or political, economic or market instability in a
  foreign country or region. In addition, currency fluctuations could erase in-
  vestment gains or add to investment losses. These risks are heightened for
  investments in emerging markets

 . The manager's judgment about the attractiveness and risk adjusted return po-
  tential of particular asset classes, investment styles, underlying funds or
  other issues may prove to be wrong

 Allocation Series--Select Portfolios Prospectus
                                        3
<PAGE>


                           Select High Growth Portfolio, continued
Risk return bar chart
--------------------------------------------------------------------------------

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio for the past 3 calendar years. Performance figures
do not reflect expenses incurred from investing in a Separate Account. These
expenses will reduce performance. Please refer to the Separate Account prospec-
tus for more information on expenses.

Past performance does not necessarily indicate how the portfolio will perform
in the future.

Quarterly Returns: Highest: 22.23% in 4th quarter 1998; Lowest: (15.57)% in
3rd quarter 1998

                                  [BAR CHART]

           Percentage Total Returns for Select High Growth Portfolio

                      98              99              00
                    ------          ------          -------
                    15.38%          26.87%          (7.20%)

                       Calendar years ended December 31

Risk return table
--------------------------------------------------------------------------------

The table assumes the redemption of shares at the end of the period and rein-
vestment of distributions and dividends.

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of the portfolio for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Russell 2000 Index (Russell 2000), a broad-based
unmanaged capitalization weighted index of small capitalization companies; the
Morgan Stanley Capital International EAFE Index (MSCI EAFE), a broad-based un-
managed index of foreign stocks; and the Salomon Smith Barney High Yield Market
Index (High Yield), a broad-based unmanaged index of high yield securities.

<TABLE>
<CAPTION>
Average Annual Total Returns (Calendar Years Ended December
31, 2000)
-----------------------------------------------------------------------------
<S>               <C>         <C>       <C>            <C>         <C>
                  Portfolio   S&P 500   Russell 2000   MSCI EAFE   High Yield
-----------------------------------------------------------------------------
1 Year              (7.20)%   (9.11)%        (3.02)%    (13.96)%      (5.68)%
-----------------------------------------------------------------------------
Since Inception     10.87 %   16.14 %         8.79 %      8.86 %       2.47 %
-----------------------------------------------------------------------------
Inception Date       2/5/97         *              *           *            *
-----------------------------------------------------------------------------
</TABLE>

*Index comparison begins on February 5, 1997.


                                        4

 Allocation Series--Select Portfolios Prospectus
<PAGE>


Select Growth Portfolio

Investment objective

Long-term growth of capital.

Principal investment strategies

The portfolio is a fund of funds. It invests in the Smith Barney mutual funds
listed below, which are primarily equity funds.

Selection process

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the eq-
uity markets in general, particular sectors of such markets and the performance
outlook for the underlying funds and, to a lesser degree, the bond markets. In
assessing the equity markets, the manager considers a broad range of market and
economic trends and quantitative factors. The performance of the underlying
funds also influences their weighting in the portfolio. The manager tends to
emphasize underlying funds that focus upon larger capitalization companies.
However, the portfolio can invest in underlying funds that have a range of in-
vestment styles and focuses, including small cap, international and high yield
(Smith Barney High Income Fund) funds. The portfolio also allocates a signifi-
cant portion of its assets to underlying funds that primarily invest in a broad
range of debt securities to help reduce volatility.

--------------------------------------------------------------------------------
<TABLE>
<S>                 <C>
Target Allocation
--------------------------
Equity Funds           70%
--------------------------
Fixed Income Funds     30%
--------------------------
Target Range
--------------------------
Equity Funds        60-80%
--------------------------
Fixed Income Funds  20-40%
--------------------------
</TABLE>

Underlying Funds and Target Percentage of Portfolio
--------------------------------------------------------------------------------

<TABLE>
<S>                                        <C>   <C>                                             <C>
Smith Barney Appreciation Fund Inc.        0-30% Smith Barney Large Capitalization Growth Fund   0-20%
------------------------------------------------------------------------------------------------------
Smith Barney Fundamental Value Fund Inc.   0-30% Smith Barney Small Cap Core Fund, Inc.          0-20%
------------------------------------------------------------------------------------------------------
Smith Barney High Income Fund              5-20% Global Government Bond Portfolio                0-15%
------------------------------------------------------------------------------------------------------
Cash Portfolio                             0-20% Short-Term High Grade Bond Fund                 0-15%
------------------------------------------------------------------------------------------------------
Smith Barney Peachtree Growth Fund         0-20% Smith Barney Aggressive Growth Fund Inc.        0-15%
------------------------------------------------------------------------------------------------------
International All Cap Growth Portfolio     0-20% Smith Barney Investment Grade Bond Fund         0-15%
------------------------------------------------------------------------------------------------------
Large Cap Value Fund                       0-20% Smith Barney Managed Governments Fund Inc.      0-15%
------------------------------------------------------------------------------------------------------
Smith Barney Government Securities Fund    0-20% Smith Barney Mid Cap Core Fund                  0-10%
------------------------------------------------------------------------------------------------------
Smith Barney Hansberger Global Value Fund  0-20% Smith Barney Small Cap Growth Fund              0-10%
------------------------------------------------------------------------------------------------------
Smith Barney Growth and Income Fund        0-20% Smith Barney Small Cap Value Fund               0-10%
------------------------------------------------------------------------------------------------------
</TABLE>
Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with in-
vesting in equity securities and, to a lesser degree, fixed income securities
generally. The principal risks associated with investing in equity securities
are described on page 2 under "About the portfolios". Your investment in the
portfolio is also subject to the following specific risks:

 . You could lose money on your investment in a portfolio, or the portfolio may
  not perform as well as other investments.

 . An underlying fund's investments in foreign securities may decline because of
  adverse governmental action or political, economic or market instability in a
  foreign country or region. In addition, currency fluctuations could erase in-
  vestment gains or add to investment losses. These risks are heightened for
  investments in emerging markets.

 . The manager's judgment about the attractiveness and risk adjusted return po-
  tential of particular asset classes, investment styles, underlying funds or
  other issues may prove to be wrong

 . Growth stocks or small capitalization stocks (generally those listed on the
  Russell 2000 Indices) may fall out of favor and may experience greater vola-
  tility, as well as greater potential for gain or loss

 . When interest rates go up, prices of fixed income securities go down

                                        5

 Allocation Series--Select Portfolios Prospectus
<PAGE>


                                Select Growth Portfolio, continued

Risk return bar chart
--------------------------------------------------------------------------------

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio for the past 3 calendar years. Performance figures
do not reflect expenses incurred from investing in a Separate Account. These
expenses will reduce performance. Please refer to the Separate Account prospec-
tus for more information on expenses.

Past performance does not necessarily indicate how the portfolio will perform
in the future.

Quarterly Returns: Highest: 15.73% in 4th quarter 1998; Lowest: (10.70)% in
3rd quarter 1998

                                  [BAR CHART]

           Percentage Total Returns for Select High Growth Portfolio

                      98              99              00
                    ------          ------          -------
                    13.97%          16.15%          (4.78%)

                       Calendar years ended December 31


Risk return table
--------------------------------------------------------------------------------

The table assumes redemption of shares at the end of the period and reinvest-
ment of distributions and dividends.

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of the portfolio for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Russell 2000 Index (Russell 2000), a broad-based
unmanaged capitalization weighted index of small capitalization companies; the
Morgan Stanley Capital International EAFE Index (MSCI EAFE), broad-based unman-
aged index of foreign stocks; and the Lehman Government/Corporate Bond Index
(Lehman), a broad-based unmanaged index of fixed income securities.

<TABLE>
<CAPTION>
Average Annual Total Returns (Calendar Years Ended December 31, 2000)
------------------------------------------------------------------------------
<S>               <C>          <C>        <C>             <C>          <C>
                   Portfolio    S&P 500    Russell 2000    MSCI EAFE    Lehman
------------------------------------------------------------------------------
1 Year               (4.78)%    (9.11)%         (3.02)%     (13.96)%    11.85%
------------------------------------------------------------------------------
Since Inception       9.22 %    16.14 %          8.79 %       8.86 %     7.31%
------------------------------------------------------------------------------
Inception Date      2/5/97         *               *            *           *
------------------------------------------------------------------------------
</TABLE>

*Index comparison begins on February 5, 1997.


                                        6

 Allocation Series--Select Portfolios Prospectus
<PAGE>


Select Balanced Portfolio

Investment objective

Balance of growth of capital and income.

Principal investment strategies

The portfolio is a fund of funds. It invests in the Smith Barney equity and
fixed income funds listed below.

Selection process

The manager periodically adjusts the allocation of the portfolio's assets among
different Smith Barney funds depending upon the manager's outlook for the eq-
uity and bond markets in general, particular sectors of such markets, and the
performance outlook for the underlying funds. In assessing the equity and bond
markets, the manager considers a broad range of market and economic trends and
quantitative factors. The performance of the underlying funds also influences
their weighting in the portfolio. In selecting equity funds, the manager tends
to emphasize underlying funds that focus upon established large-capitalization,
U.S. stocks. The portfolio's fixed income funds mainly invest in U.S. govern-
ment and agency securities and mortgage-backed securities. However, the portfo-
lio can invest in underlying funds that have a range of investment styles and
focuses.

--------------------------------------------------------------------------------
<TABLE>
<S>                 <C>
Target Allocation
--------------------------
Equity Funds           50%
--------------------------
Fixed Income Funds     50%
--------------------------
Target Range
--------------------------
Equity Funds        40-60%
--------------------------
Fixed Income Funds  40-60%
--------------------------
</TABLE>

Underlying Funds and Target Percentage of Portfolio
--------------------------------------------------------------------------------
<TABLE>
<S>                                             <C>   <C>                                             <C>
Smith Barney Diversified Strategic Income Fund  5-25% Smith Barney Fundamental Value Fund Inc.        0-20%
-----------------------------------------------------------------------------------------------------------
Cash Portfolio                                  0-25% Smith Barney Government Securities Fund         0-20%
-----------------------------------------------------------------------------------------------------------
Smith Barney Convertible Fund                   5-20% Smith Barney Peachtree Growth Fund              0-15%
-----------------------------------------------------------------------------------------------------------
Smith Barney Managed Governments Fund Inc.      5-20% Global Government Bond Portfolio                0-15%
-----------------------------------------------------------------------------------------------------------
Smith Barney Premium Total Return Fund          5-20% International All Cap Growth Portfolio          0-15%
-----------------------------------------------------------------------------------------------------------
Short-Term High Grade Bond Fund                 0-20% Smith Barney Hansberger Global Value Fund       0-15%
-----------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Fund Inc.             0-20% Smith Barney High Income Fund                   0-15%
-----------------------------------------------------------------------------------------------------------
Large Cap Value Fund                            0-20% Smith Barney Large Capitalization Growth Fund   0-15%
-----------------------------------------------------------------------------------------------------------
Smith Barney Growth and Income Fund             0-20% Smith Barney Small Cap Core Fund, Inc.          0-15%
-----------------------------------------------------------------------------------------------------------
</TABLE>
Principal risks of investing in the portfolio

Your investment in the portfolio is subject to the risks associated with in-
vesting in both fixed income securities and equity securities generally. The
principal risks associated with investing in these securities are described on
page 2 under "About the portfolios". Your investment in the portfolio is also
subject to the following specific risks:

 . You could lose money on your investment in a portfolio, or the portfolio may
  not perform as well as other investments

 . An underlying fund's investments in foreign securities may decline because of
  adverse governmental action or political, economic or market instability in a
  foreign country or region. In addition, currency fluctuations could erase in-
  vestment gains or add to investment losses. These risks are heightened for
  investments in emerging markets

 . The manager's judgment about the attractiveness and risk adjusted return po-
  tential of particular asset classes, investment styles, underlying funds or
  other issues may prove to be wrong

 . When interest rates go up, prices of fixed income securities go down

 Allocation Series--Select Portfolios Prospectus
                                        7
<PAGE>


                              Select Balanced Portfolio, continued

Risk return bar chart
--------------------------------------------------------------------------------

The bar chart indicates the risks of investing in the portfolio by showing the
performance of the portfolio for the past 3 calendar years. Performance figures
do not reflect expenses incurred from investing in a Separate Account. These
expenses will reduce performance. Please refer to the Separate Account prospec-
tus for more information on expenses.

Past performance does not necessarily indicate how the portfolio will perform
in the future.

Quarterly Returns: Highest: 7.87% in 4th quarter 1998; Lowest: (5.07)% in
3rd quarter 1998

                                  [BAR CHART]

           Percentage Total Returns for Select High Growth Portfolio

                      98              99              00
                    ------          ------          -------
                     9.59%           7.57%           4.83%

                       Calendar years ended December 31


Risk return table
--------------------------------------------------------------------------------

The table assumes redemption of shares at the end of the period and reinvest-
ment of distributions and dividends.

The table indicates the risks of investing in the portfolio by comparing the
average annual total return of the portfolio for the periods shown to that of
the S&P 500 Composite Stock Index (S&P 500), a broad-based unmanaged index of
widely held common stocks; the Lehman Government/Corporate Bond Index (Lehman
Gov/Corp), a broad-based unmanaged index of fixed income securities; the
Salomon Smith Barney One-Year Treasury Bill Index (T-bill), consisting of a 1-
Year Treasury bill whose return is tracked until maturity; and the Salomon
Smith Barney World Government Bond Index (World Bond), a broad-based unmanaged
index of international fixed income securities.

<TABLE>
<CAPTION>
Average Annual Total Returns (Calendar Years Ended December
31, 2000)
------------------------------------------------------------------------------
<S>               <C>         <C>       <C>               <C>       <C>
                  Portfolio   S&P 500   Lehman Gov/Corp   T-bill    World Bond
------------------------------------------------------------------------------
1 Year                4.83%   (9.11)%            11.85%     7.10%        1.59%
------------------------------------------------------------------------------
Since Inception       8.67%   16.14 %             7.31%     5.86%        3.83%
------------------------------------------------------------------------------
Inception Date       2/5/97        *                 *         *            *
------------------------------------------------------------------------------
</TABLE>

*Index comparison begins on February 5, 1997.


                                        8

 Allocation Series--Select Portfolios Prospectus
<PAGE>

More on the Portfolios' Investments

Underlying funds

The following is a description of the investment objectives and principal in-
vestments of the underlying funds in which the portfolios invest.

The underlying funds that invest primarily in equity securities are:

Smith Barney Aggressive Growth Fund Inc. seeks capital appreciation by invest-
ing primarily in common stocks of companies the adviser believes are experienc-
ing, or have the potential to experience, growth in earnings that exceed the
average earnings growth rate of companies whose securities are included in the
Standard & Poor's 500 Index.

Smith Barney Appreciation Fund Inc. seeks long-term appreciation of shareholder
capital by investing primarily in equity securities of U.S. companies. The core
holdings of the fund are blue chip companies that are dominant in their indus-
tries.

Smith Barney Growth and Income Fund seeks reasonable growth and income by in-
vesting in a portfolio consisting principally of equity securities, including
convertible securities, that provide dividend or interest income and potential
appreciation in value. The fund emphasizes U.S. stocks with large market capi-
talizations. Its convertible securities may be of any credit quality and may
include below investment grade securities.

Smith Barney Fundamental Value Fund Inc.'s investment objective is long-term
capital growth. Current income is a secondary objective. The fund seeks to
achieve its primary objective by investing in a diversified portfolio of common
stocks and common stock equivalents and, to a lesser extent, in bonds and other
debt instruments.

Large Cap Value Fund seeks current income and long-term growth of capital. The
fund invests primarily in common stocks of companies having a market capital-
ization of at least $5 billion that are considered by its adviser (i) to be un-
dervalued by the marketplace, (ii) to offer potential opportunities not yet
recognized by the marketplace, or (iii) to have been out of favor in the mar-
ketplace but that are poised to turn around because of a new management team,
product or business strategy.

Smith Barney Large Capitalization Growth Fund seeks long-term growth of capital
by investing in equity securities of large capitalization companies with market
capitalizations greater than $5 billion at the time of investment that are be-
lieved to afford attractive opportunities for investment growth.

Smith Barney Mid Cap Core Fund seeks long-term growth of capital by investing
primarily in equity
securities of medium-sized companies whose market capitalizations are no
greater than the market capitalizations of companies in the S&P Mid Cap Index
at the time of investment.

Smith Barney Peachtree Growth Fund's investment objective is capital apprecia-
tion by investing in securities believed to have above average potential for
capital appreciation. In attempting to achieve the fund's investment objective,
the fund uses a disciplined approach to identify equity securities of companies
having prospects of strong, sustainable earnings growth and that are believed
to afford attractive opportunities for stock price appreciation.

Smith Barney Small Cap Core Fund, Inc. seeks long-term capital appreciation by
investing primarily in the common stocks of U.S. companies with relatively
small market capitalizations at the time of investment.

Smith Barney Small Cap Growth Fund seeks long-term growth of capital by invest-
ing primarily in equity securities of high growth companies. These companies
possess a market capitalization within the market capitalization range of com-
panies in the Russell 2000 Growth Index at the time of the fund's investment.

Smith Barney Small Cap Value Fund seeks long-term growth of capital by invest-
ing primarily in equity securities of smaller capitalized companies whose mar-
ket capitalizations are no greater than the market capitalization of companies
in the Russell 2000 Value Index at the time of investment.

Smith Barney Premium Total Return Fund seeks to provide shareholders with total
return, consisting of long-term capital appreciation and income, by investing
primarily in a diversified portfolio of equity and fixed income securities.

Smith Barney Hansberger Global Value Fund seeks long-term capital growth by in-
vesting primarily in equity securities of companies in any country including
the United States which, in the opinion of its advisers, are undervalued. In-
come is an incidental consideration.

International All Cap Growth Portfolio seeks total return on its assets from
growth of capital and income. The fund invests primarily in a diversified port-
folio of equity securities of foreign companies including exchange traded and
over-the-counter common stocks and preferred shares, debt securities convert-
ible into equity securities and rights and warrants relating to equity securi-
ties.

European Portfolio seeks long-term capital appreciation by investing primarily
in the equity securities of issuers

                                       9

 Allocation Series--Select Portfolios Prospectus
<PAGE>


                         More on the Portfolios' Investments, continued

based in European countries including countries located in Western Europe
(e.g., France, Germany, Italy, the Netherlands, Switzerland and the United
Kingdom) and Eastern Europe (e.g., Czech Republic, Hungary, Poland and the
countries of the former Soviet Union).

The underlying funds that invest primarily in fixed income securities are:

Smith Barney High Income Fund seeks to provide shareholders with high current
income. Although growth of capital is not an investment objective of the fund,
its adviser may consider potential for growth as one factor, among others, in
selecting investments for the fund. The fund will seek high current income by
investing in high risk, high-yielding corporate bonds, debentures and notes de-
nominated in U.S. dollars or foreign currencies.

Smith Barney Investment Grade Bond Fund seeks to provide as high a level of
current income as is consistent with prudent investment management and preser-
vation of capital. The fund invests primarily in a portfolio of investment
grade bonds.

Smith Barney Government Securities Fund seeks high current return by investing
in obligations of, or securities guaranteed by, the U.S. government, its agen-
cies or instrumentalities (including, without limitation, treasury bills and
bonds, mortgage participation certificates issued by the Federal Home Loan
Mortgage Corporation ("FHLMC") and mortgage-backed securities issued by the
Government National Mortgage Association ("GNMA").

Short-Term High Grade Bond Fund seeks current income, preservation of capital
and liquidity. The fund seeks to achieve its objective by investing its assets
in corporate debt securities, bank obligations and securities issued by the
U.S. Government and its agencies and instrumentalities.

Smith Barney Managed Governments Fund Inc. seeks high current income consistent
with liquidity and safety of capital. The fund invests substantially all of its
assets in U.S. government securities. The fund's portfolio consists primarily
of mortgage-backed securities issued or guaranteed by GNMA, the Federal Na-
tional Mortgage Association ("FNMA") and FHLMC.

Smith Barney Diversified Strategic Income Fund seeks high current income pri-
marily through investment in fixed income securities, including high yield se-
curities. The fund attempts to achieve its objective by allocating and reallo-
cating its assets primarily among various types of fixed-income securities such
as: obligations issued or guaranteed as to principal and interest by the U.S.
government; mortgage-related securities issued by various governmental and non-
governmental entities; domestic and foreign corporate securities; and foreign
government securities.

Global Government Bond Portfolio seeks as high a level of current income and
capital appreciation as is consistent with its policy of investing principally
in high quality bonds of the U.S. and foreign governments.

Cash Portfolio is a money market fund that seeks maximum current income and
preservation of capital by investing in high quality U.S. dollar denominated
short-term debt securities.

Smith Barney Convertible Fund seeks current income and capital appreciation by
investing in investment and non-investment grade convertible securities and in
combinations of non-convertible fixed-income securities and warrants or call
options that together resemble convertible securities.

Temporary defensive investments (all portfolios)

Each of the portfolios may depart from its principal investment strategies in
response to adverse market, economic or political conditions by taking tempo-
rary defensive positions in the Cash Portfolio, a series of Smith Barney Money
Funds Inc., repurchase agreements or cash. If a portfolio takes a temporary de-
fensive position, it may be unable to achieve its investment objective.

                                       10

 Allocation Series--Select Portfolios Prospectus
<PAGE>


Investment Strategies and Related Risks

Portfolio turnover (all portfolios)

Each underlying fund may engage in active and frequent trading to achieve its
principal investment strategies. Frequent trading also increases transaction
costs, which could detract from an underlying fund's performance.

Non-diversification

Each portfolio is not diversified, which means that it can invest a higher per-
centage of its assets in any one under- lying fund than a diversified portfo-
lio. Being non-diversified may magnify a portfolio's losses from adverse events
affecting a particular underlying fund. However, each of the underlying funds
(except Global Government Bond Portfolio) is diversified.

Changes in allocations

The underlying funds in which the portfolios may invest, and the range of as-
sets allocated to each fund, may be changed by the board of directors from time
to time. Similarly, the target allocation between equity and fixed income ori-
ented investments may be adjusted from time to time. If the target limits for
investment in a particular fund are exceeded or are not met because of cash
flows or changes in the market value of the shares of the underlying funds, the
investment manager may but is not required to adjust the portfolio's holdings.

High yield securities

Certain of the underlying funds can invest all or a portion of their assets in
high yield securities. High yield securities involve a substantial risk of
loss. These securities are considered speculative with respect to the issuer's
ability to pay interest and principal and are susceptible to default or decline
in market value because of adverse economic and business developments. The mar-
ket values for high yield securities tend to be very volatile, and these secu-
rities are less liquid than investment grade debt securities. Underlying funds
that hold these issues are subject to the following specific risks:

 . Increased price sensitivity to changing interest rates

 . Greater risk of loss because of default or declining credit quality

 . Adverse company specific events are more likely to render the issuer unable
  to make interest and/or principal payments

 . A negative perception of the high yield market may develop, depressing the
  price and liquidity of high yield securities. This negative perception could
  last for a significant period of time

Foreign securities

Certain of the underlying funds focus upon foreign securities and other under-
lying funds may invest a portion of their assets outside the U.S. Investing in
non-U.S. issuers involves unique risks compared to investing in the securities
of U.S. issuers. These risks are more pronounced to the extent a fund invests
in issuers in countries with emerging markets. These risks may include:

 . Less information about non-U.S. issuers or markets may be available because
  of less rigorous disclosure and accounting standards or regulatory practices

 . Many non-U.S. markets are smaller, less liquid and more volatile than U.S.
  markets. In a changing market, the adviser may not be able to sell the fund's
  portfolio securities in amounts and at prices the adviser considers reason-
  able

 . The U.S. dollar may appreciate against non-U.S. currencies or a foreign gov-
  ernment may impose restrictions on currency conversion or trading

 . The economies of non-U.S. countries may grow at a slower rate than expected
  or may experience a downturn or recession

 . Economic, political and social developments may adversely affect the securi-
  ties markets

 . Foreign governmental obligations may involve the risk of debt moratorium, re-
  pudiation or renegotiation and the fund may be unable to enforce its rights
  against the issuers

Economic and Monetary Union (EMU) and the introduction of a single European
currency (the Euro), which began on January 1, 1999, may increase uncertainties
relating to investment in European markets. Among other things, EMU entails
sharing a single currency and official interest rate and adhering to limits on
government borrowing by participating countries. EMU is driven by the expecta-
tion of economic benefits; however, there are significant risks associated with
EMU. Monetary and economic union on this scale has not been attempted before,
and there is uncertainty whether participating countries will remain committed
to EMU in the face of changing economic conditions.

                                       11

 Allocation Series--Select Portfolios Prospectus
<PAGE>


                     Investment Strategies and Related Risks, continued

Small capitalization issuers

Certain of the underlying funds focus on small capitalization companies. In-
vesting in small companies involves unique risks. Compared to large companies,
small companies, and the market for their common stocks, are likely to:

 . Be more sensitive to changes in the economy, earnings results and investor
  expectations

 . Have more limited product lines and capital resources

 . Experience sharper swings in market values

 . Be harder to sell at the times and prices the fund thinks appropriate

 . Offer greater potential for gain and loss

Derivatives

Certain of the underlying funds may, but need not, use derivative contracts,
such as futures and options on securities, securities indices or currencies;
options on these futures; forward currency contracts; and interest rate or cur-
rency swaps for any of the following purposes:

 . To hedge against the economic impact of adverse changes in the market value
  of its securities, because of changes in stock market prices, currency ex-
  change rates or interest rates

 . As a substitute for buying or selling securities

A derivative contract will obligate or entitle an underlying fund to deliver or
receive an asset or cash payment based on the change in value of one or more
securities, currencies or indices. Even a small investment in derivative con-
tracts can have a big impact on an underlying fund's stock market, currency and
interest rate exposure. Therefore, using derivatives can disproportionately in-
crease losses and reduce opportunities for gains when stock prices, currency
rates or interest rates are changing. The underlying fund may not fully benefit
from or may lose money on derivatives if changes in their value do not corre-
spond accurately to changes in the value of the fund's holdings. The other par-
ties to certain derivative contracts present the same types of credit risk as
issuers of fixed income securities. Derivatives can also make the underlying
fund less liquid and harder to value, especially in declining markets.

Investment policies (all portfolios)

Each portfolio's investment policies, including the particular underlying funds
in which each portfolio may invest and the equity/fixed income targets applica-
ble to each portfolio, may be changed by the board of directors without share-
holder approval.

                                       12

 Allocation Series--Select Portfolios Prospectus
<PAGE>

Management

Portfolio manager

The portfolios' investment manager is Travelers Investment Advisers, Inc.
("TIA"), an affiliate of Salomon Smith Barney Inc. The manager's address is 7
World Trade Center, New York, NY 10048. The manager selects the portfolios' in-
vestments and oversees their operations. The manager and Salomon Smith Barney
are subsidiaries of Citigroup Inc. Citigroup businesses produce a broad range
of financial services--asset management, banking and consumer finance, credit
and charge cards, insurance, investments, investment banking and trading--and
use diverse channels to make them available to consumer and corporate customers
around the world.

R. Jay Gerken, a Managing Director of Salomon Smith Barney, has been responsi-
ble for the day-to-day operations of the portfolios since inception. Mr. Gerken
has been with Salomon Smith Barney or companies that are now part of Salomon
Smith Barney since 1988.

Management fees

Management fees paid during the fiscal year ended January 31, 2001*
(as % of average daily net assets)

<TABLE>
<CAPTION>
   High Growth                          Growth                                               Balanced
-----------------------------------------------------------------------------------------------------
   <S>                                  <C>                                                  <C>
         0.35%                           0.35%                                                  0.35%
-----------------------------------------------------------------------------------------------------
</TABLE>
* For more information regarding the management fees of the underlying funds,
please consult the statement of additional information.

Transfer Agent and shareholder servicing agent

Citi Fiduciary Trust Company serves as the portfolios' transfer agent and
shareholder servicing agent (the "transfer agent"). Pursuant to a sub-transfer
agency and services agreement with the transfer agent, PFPC Global Fund Serv-
ices serves as the portfolios' sub-transfer agent (the "sub-transfer agent").
The sub-transfer agent performs certain shareholder record keeping and account-
ing services.

Possible conflict of interest

The Directors and officers of the Smith Barney Allocation Series Inc. ("Alloca-
tion Series") also serve in similar positions with many of the underlying Smith
Barney funds. Thus, if the interests of a portfolio and of the underlying funds
were ever to become divergent, it is possible that a conflict of interest could
arise and affect how the Directors and officers of the Allocation Series ful-
fill their fiduciary duties to that portfolio and the underlying funds. The Di-
rectors of the Allocation Series believe they have structured each portfolio to
avoid these concerns. However, conceivably a situation could occur where proper
action for the Allocation Series or a portfolio separately could be adverse to
the interests of an underlying fund, or the reverse could occur. If such a pos-
sibility arises, the Directors and officers of the Allocation Series, the af-
fected underlying funds and TIA will carefully analyze the situation and take
all steps they believe reasonable to minimize, and where possible eliminate,
the potential conflict. Moreover, limitations on aggregate investments in the
underlying funds have been adopted by the Allocation Series to minimize this
possibility, and close and continuous monitoring will be exercised to avoid,
insofar as is possible, these concerns.

                                       13

 Allocation Series--Select Portfolios Prospectus
<PAGE>

Share Transactions

Availability of shares

Individuals may not purchase shares directly from the portfolios. You should
read the prospectus for your insurance company's variable contract to learn how
to purchase a variable contract based on the portfolios.

Each portfolio may sell its shares directly to separate accounts established
and maintained by insurance companies for the purpose of funding variable annu-
ity and variable life insurance contracts and to certain qualified pension and
retirement plans. The variable insurance products and qualified plans may or
may not make investments in all the portfolios described in this prospectus.
Shares of the portfolios are sold at net asset value.

The interests of different variable insurance products and qualified plans in-
vesting in a portfolio could conflict due to differences of tax treatment and
other considerations. The portfolios currently do not foresee any disadvantages
to investors arising from the fact that each portfolio may offer its shares to
different insurance company separate accounts that serve as the investment me-
dium for their variable annuity and variable life products and to qualified
plans. Nevertheless, the board of directors intends to monitor events to iden-
tify any material conflicts which may arise, and to determine what action, if
any, should be taken in response to these conflicts. If a conflict were to oc-
cur, one or more insurance companies' separate accounts or qualified plans
might be required to withdraw their investments in one or more portfolios and
shares of another portfolio may be substituted.

The sale of shares may be suspended or terminated if required by law or regula-
tory authority or if it is in the best interests of the portfolios' sharehold-
ers. Each portfolio reserves the right to reject any specific purchase order.

Redemption of shares

Redemption requests may be placed by separate accounts of participating insur-
ance companies and by qualified plans. The redemption price of the shares of
each portfolio will be the net asset value next determined after receipt by the
portfolio of a redemption request in good order. The value of redeemed shares
may be more or less than the price paid for the shares. Sales proceeds will
normally be forwarded to the selling insurance company or qualified plan on the
next business day after receipt of a redemption request in good order but in no
event later than 3 days following receipt of instructions. Each portfolio may
suspend sales or postpone payment dates during any period in which any of the
following conditions exist:

 . the New York Stock Exchange is closed;

 . trading on the New York Stock Exchange is restricted;

 . an emergency exists as a result of which disposal by the portfolio of securi-
  ties is not reasonably practicable or it is not reasonably practicable for a
  portfolio and underlying fund to fairly determine the value of its net as-
  sets; or

 . as permitted by a Securities and Exchange Commission order in extraordinary
  circumstances.

                                       14

 Allocation Series--Select Portfolios Prospectus
<PAGE>

Share Price

Each portfolio's net asset value is the value of its assets minus its liabili-
ties. Each portfolio calculates its net asset value every day the New York
Stock Exchange is open. The Exchange is closed on certain holidays listed in
the Statement of Additional Information. This calculation is based on the net
asset value of the underlying funds, which is calculated when regular trading
closes on the Exchange (normally 4:00 p.m., Eastern time). If the New York
Stock Exchange closes early, each portfolio and each underlying fund acceler-
ates the calculation of its net asset value to the actual closing time.

International markets may be open on days when U.S. markets are closed and the
value of foreign securities owned by an underlying fund could change on days
when you cannot buy or redeem shares.

Each portfolio and underlying fund generally values its fund securities based
on market prices or quotations. To the extent an underlying fund holds securi-
ties denominated in a foreign currency, the fund's currency conversions are
done when the London Stock Exchange closes. When reliable market prices or quo-
tations are not readily available, or when the value of a security held by an
underlying fund has been materially affected by events occurring after a for-
eign exchange closes, the fund may price those securities at fair value. Fair
value is determined in accordance with procedures approved by the fund's board.
A fund that uses fair value to price securities may value those securities
higher or lower than another fund using market quotations to price the same se-
curities.

Short-term investments that have a maturity of more than 60 days are generally
valued based on market prices or quotations. Short-term investments that have a
maturity of 60 days or less are valued at amortized cost. Using this method, a
portfolio and underlying fund constantly amortizes over the remaining life of a
security the difference between the principal amount due at maturity and the
cost of the security to the portfolio and underlying fund.

In order to buy, redeem or exchange shares at that day's price, an insurance
company separate account or a qualified plan must place its order with the
transfer agent before the New York Stock Exchange closes. If the New York Stock
Exchange closes early, the order must be placed prior to the actual closing
time. Otherwise, the investor will receive the next business day's price.

                                       15

 Allocation Series--Select Portfolios Prospectus
<PAGE>

Dividends, Distributions and Taxes

Taxes

Each portfolio intends to qualify and be taxed as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). In order to qualify to be taxed as a regulated investment
company, each portfolio must meet certain income and diversification tests and
distribution requirements. As a regulated investment company meeting these
requirements, a portfolio will not be subject to federal income tax on its net
investment income and net capital gains that it distributes to its
shareholders. All income and capital gain distributions are automatically
reinvested in additional shares of the portfolio at net asset value and are
includable in gross income of the separate accounts holding such shares. See
the accompanying contract prospectus for information regarding the federal
income tax treatment of distributions to the separate accounts and to holders
of the contracts.

Each portfolio is also subject to asset diversification regulations promulgated
by the U.S. Treasury Department under the Code. The regulations generally pro-
vide that, as of the end of each calendar quarter or within 30 days thereafter,
no more than 55% of the total assets of each portfolio may be represented by
any one investment, no more than 70% by any two investments, no more than 80%
by any three investments, and no more than 90% by any four investments. For
this purpose all securities of the same issuer are considered a single invest-
ment. An alternative diversification test may be satisfied under certain cir-
cumstances. If a portfolio should fail to comply with these regulations or
fails to qualify for the special tax treatment afforded regulated investment
companies under the Code, contracts invested in that portfolio would not be
treated as annuity, endowment or life insurance contracts under the Code.

                                       16

 Allocation Series--Select Portfolios Prospectus
<PAGE>

Financial Highlights


The financial highlights tables are intended to help you understand the perfor-
mance of each portfolio since inception. Certain information reflects financial
results for a single share. Total returns represent the rate that a shareholder
would have earned (or lost) on a portfolio share assuming reinvestment of all
dividends and distributions. The information in the following tables was au-
dited by KPMG LLP, independent auditors, whose report, along with the fund's
financial statements is included in the annual report (available upon request).

For a share of capital stock outstanding throughout each year ended January 31:

<TABLE>
-----------------------------------------------------------------------------
<CAPTION>
                                             Select High Growth Portfolio
                                          2001(1)  2000(1) 1999(1) 1998(1)(2)
-----------------------------------------------------------------------------
<S>                                      <C>      <C>      <C>     <C>
Net asset value, beginning of year         $15.16   $13.02  $11.06    $10.00
-----------------------------------------------------------------------------
Income (loss) from operations:
 Net investment income(3)                    0.65     0.60    0.13      0.26
 Net realized and unrealized gain (loss)   (0.84)     1.78    1.94      0.80
-----------------------------------------------------------------------------
Total income (loss) from operations        (0.19)     2.38    2.07      1.06
-----------------------------------------------------------------------------
Less distributions from:
 Net investment income                     (0.39)   (0.07)  (0.07)       --
 Net realized gains                        (0.35)   (0.17)  (0.04)       --
-----------------------------------------------------------------------------
Total distributions                        (0.74)   (0.24)  (0.11)       --
-----------------------------------------------------------------------------
Net asset value, end of year               $14.23   $15.16  $13.02    $11.06
-----------------------------------------------------------------------------
Total return                              (1.33)%   18.46%  18.79%  10.60%++
-----------------------------------------------------------------------------
Net assets, end of year (000's)          $182,570 $148,033 $75,780  $ 27,071
-----------------------------------------------------------------------------
Ratios to average net assets:
 Expenses                                   0.35%    0.35%   0.35%    0.35%+
 Net investment income                      4.33     4.30    1.08     2.41+
-----------------------------------------------------------------------------
Portfolio turnover rate                        7%       0%     19%       43%
-----------------------------------------------------------------------------
</TABLE>
(1) Per share amounts have been calculated using the monthly average shares
    method.
(2) For the period from February 5, 1997 (commencement of operations) to
    January 31, 1998.
(3) Net investment income per share includes short-term capital gain
    distributions from Underlying Funds.
 ++ Total return is not annualized, as it may not be representative of the
    total return for the year.
 +  Annualized.

For a share of capital stock outstanding throughout each year ended January 31:

<TABLE>
------------------------------------------------------------------------------
<CAPTION>
                                                Select Growth Portfolio
                                          2001(1)  2000(1)  1999(1) 1998(1)(2)
------------------------------------------------------------------------------
<S>                                      <C>      <C>      <C>      <C>
Net asset value, beginning of year         $13.80   $12.87   $11.28    $10.00
------------------------------------------------------------------------------
Income (loss) from operations:
 Net investment income(3)                    0.58     0.51     0.27      0.44
 Net realized and unrealized gain (loss)   (0.55)     0.72     1.55      0.84
------------------------------------------------------------------------------
Total income from operations                 0.03     1.23     1.82      1.28
------------------------------------------------------------------------------
Less distribution from:
 Net investment income                     (0.37)   (0.13)   (0.11)       --
 Net realized gains                        (0.43)   (0.17)   (0.12)       --
------------------------------------------------------------------------------
Total distributions                        (0.80)   (0.30)   (0.23)       --
------------------------------------------------------------------------------
Net asset value, end of year               $13.03   $13.80   $12.87    $11.28
------------------------------------------------------------------------------
Total return                                0.22%    9.72%   16.31%  12.80%++
------------------------------------------------------------------------------
Net assets, end of year (000's)          $272,426 $236,028 $129,929  $ 45,982
------------------------------------------------------------------------------
Ratios to average net assets:
 Expenses                                   0.35%    0.35%    0.35%    0.35%+
 Net investment income                      4.29     3.85     2.29     4.11+
------------------------------------------------------------------------------
Portfolio turnover rate                        4%       0%      10%       43%
------------------------------------------------------------------------------
</TABLE>

(1) Per share amounts have been calculated using the monthly average shares
    method.

(2) For the period from February 5, 1997 (commencement of operations) to
    January 31, 1998.

(3) Net investment income per share includes short-term capital gain
    distributions from Underlying Funds.

 ++ Total return is not annualized, as it may not be representative of the
    total return for the year.

 +  Annualized.

                                       17

 Allocation Series--Select Portfolios Prospectus
<PAGE>


                                        Financial Highlights, continued

For a share of capital stock outstanding throughout each year ended January 31:

<TABLE>
-------------------------------------------------------------------------
<CAPTION>
                                          Select Balanced Portfolio
                                     2001(1)  2000(1)  1999(1) 1998(1)(2)
-------------------------------------------------------------------------
<S>                                 <C>      <C>      <C>      <C>
Net asset value, beginning of year    $12.13   $12.04   $11.28    $10.00
-------------------------------------------------------------------------
Income from operations:
 Net investment income(3)               0.60     0.48     0.42      0.64
 Net realized and unrealized gain       0.52     0.07     0.66      0.64
-------------------------------------------------------------------------
Total income from operations            1.12     0.55     1.08      1.28
-------------------------------------------------------------------------
Less distributions from:
 Net investment income                (0.40)   (0.22)   (0.16)       --
 Net realized gains                   (0.50)   (0.24)   (0.16)       --
-------------------------------------------------------------------------
Total distributions                   (0.90)   (0.46)   (0.32)       --
-------------------------------------------------------------------------
Net asset value, end of year          $12.35   $12.13   $12.04    $11.28
-------------------------------------------------------------------------
Total return                           9.57%    4.69%    9.76%  12.80%++
-------------------------------------------------------------------------
Net assets, end of year (000's)     $228,352 $192,922 $133,796  $ 45,071
-------------------------------------------------------------------------
Ratios to average net assets:
 Expenses                              0.35%    0.35%    0.35%    0.35%+
 Net investment income                 4.90     3.92     3.64     5.89+
-------------------------------------------------------------------------
Portfolio turnover rate                   1%       0%       7%       19%
-------------------------------------------------------------------------
</TABLE>
(1) Per share amounts have been calculated using the monthly average shares
    method.
(2) For the period from February 5, 1997 (commencement of operations) to
    January 31, 1998.
(3) Net investment income per share includes short-term capital gain
    distributions from Underlying Funds.
 ++ Total return is not annualized, as it may not be representative of the
    total return for the year.
 +  Annualized.

                                       18

 Allocation Series--Select Portfolios Prospectus
<PAGE>


Smith Barney
                                     [LOGO OF SALOMON SMITH BARNEY]
Allocation
Series Inc.



Select Portfolios

Select High Growth Portfolio

Select Growth Portfolio

Select Balanced Portfolio

--------------------------------------------------------------------------------

Additional Information About the
Portfolios

Shareholder Reports

Annual and semiannual reports to shareholders provide additional information
about the portfolios' investments. These reports discuss the market conditions
and investment strategies that significantly affected each portfolio's perfor-
mance during its last fiscal year or period.

The portfolios send one report to a household if more than one account has the
same address. Contact your participating life insurance company representative
or your Salomon Smith Barney Financial Consultant if you do not want this pol-
icy to apply to you.

Statement of Additional Information
The statement of additional information provides more detailed information
about each portfolio. It is incorporated by reference into (is legally part of)
this prospectus.

You can make inquiries about the portfolios or obtain shareholder reports or
the statement of additional information (without charge), by contacting Salomon
Smith Barney Inc., by calling the portfolios at 1-800-451-2010, or by writing
to the portfolios at Smith Barney Mutual Funds, 7 World Trade Center, 39th
Floor, New York, New York 10048.

Information about the portfolios (including the SAI) can be reviewed and copied
at the Securities and Exchange Commission's (the "Commission") Public Reference
Room in Washington D.C. In addition, information on the operation of the Public
Reference Room may be obtained by calling the Commission at 1-202-942-8090. Re-
ports and other information about the portfolios are available on the EDGAR
Database on the Commission's Internet site at http://www.sec.gov. Copies of
this information may be obtained for a duplicating fee by electronic request at
the following E-mail address: publicinfo@sec.gov, or by writing the Commis-
sion's Public Reference Section, Washington, D.C. 20549-0102.

If someone makes a statement about the portfolios that is not in this prospec-
tus, you should not rely upon that information. Neither the portfolios nor the
distributor is offering to sell shares of the portfolios to any person to whom
the portfolios may not lawfully sell their shares.

Your Serious Money. Professionally Managed. is a service mark of Salomon Smith
Barney Inc.

(Investment Company Act file no. 811-07435)

[FD01656 5/01]


PART B


May 1, 2001
Statement of Additional Information
Smith Barney Allocation Series Inc.
Select High Growth Portfolio
Select Growth Portfolio
Select Balanced Portfolio
7 World Trade Center, New York, New York
10048
(800) 451-2010

Smith Barney Allocation Series Inc. (the
"Allocation Series" or the "fund")
currently offers nine investment
portfolios, three of which are described in
this Statement of Additional Information
("SAI") (individually, a "portfolio" and
collectively, the "Select Portfolios.")
This SAI expands upon and supplements the
information contained in the current
prospectus dated May 1, 2001 for the Select
Portfolios, as amended or supplemented from
time to time, and should be read in
conjunction therewith.

Each portfolio seeks to achieve its
objective by investing in a number of open-
end management investment companies or
series thereof ("underlying funds") for
which Salomon Smith Barney Inc. ("Salomon
Smith Barney") now or in the future acts as
principal underwriter or for which Salomon
Smith Barney, Smith Barney Fund Management
LLC ("SBFM") (formerly known as SSB Citi
Fund Management LLC) or Travelers
Investment Management Company ("TIMCO") now
or in the future acts as investment
adviser.  The prospectus may be obtained
from designated insurance companies
offering separate accounts ("separate
accounts") which fund certain variable
annuity and variable life insurance
contracts (each, a "contract") and
qualified pension and retirement plans or
by writing or calling the Allocation Series
at the address or telephone number listed
above.  This SAI, although not in itself a
prospectus, is incorporated by reference
into the prospectus in its entirety.

CONTENTS
Page
Why Invest in the Allocation Series
2
Directors and Executive Officers of the Allocation Series
2
Investment Objectives, Management Policies and Risk Factors
4
Additional Risk Factors
21
Investment Restrictions
25
Portfolio Turnover
27
Purchase of Shares
27
Redemption of Shares
28
Taxes
28
Performance
30
Valuation of Shares
31
Investment Management and Other Services
31
Additional Information About the Portfolios
32
Financial Statements
34
Appendix - Ratings of Debt Obligations
A-1


WHY INVEST IN THE ALLOCATION SERIES

The proliferation of mutual funds over
the last several years has left many
investors in search of a simple means to
manage their long-term investments.  With
new investment categories emerging each
year and with each mutual fund reacting
differently to political, economic and
business events, many investors are forced
to make complex investment decisions in the
face of limited experience, time and
personal resources.  The portfolios are
designed to meet the needs of investors who
prefer to have their asset allocation
decisions made by professional money
managers, are looking for an appropriate
core investment for their retirement
portfolio and appreciate the advantages of
broad diversification.

Each of the portfolios invests in a
select group of underlying funds suited to
the portfolio's particular investment
objective.  The allocation of assets among
underlying funds within each portfolio is
determined by the portfolios' manager,
Travelers Investment Adviser, Inc. ("TIA"
or the "Manager") according to fundamental
and quantitative analysis.  Because the
assets will be adjusted only periodically
and only within pre-determined ranges that
will attempt to ensure broad
diversification, there should not be any
sudden large-scale changes in the
allocation of a portfolio's investments
among underlying funds.  The Allocation
Series is not designed as a market timing
vehicle, but rather as a simple and
conservative approach to helping investors
meet retirement and other long-term goals.

DIRECTORS AND EXECUTIVE OFFICERS
OF THE ALLOCATION SERIES

Overall responsibility for management and
supervision of the fund rests with the
fund's Board of Directors.  The Directors
approve all significant agreements between
the portfolios and the companies that
furnish services to the portfolios,
including agreements with the portfolios'
distributor, investment adviser, custodian
and transfer agent.  The day-to-day
operations of the portfolios are delegated
to TIA.

The names of the Directors and executive
officers of the Allocation Series, together
with information as to their principal
business occupations during the past five
years, are shown below.  Each Director who
is an "interested person" of the Allocation
Series, as defined in the Investment
Company Act of 1940, as amended (the " 1940
Act"), is indicated by an asterisk.
Walter E. Auch, Director (Age 80).
Consultant to companies in the financial
services industry; Director of Brinson
Partners; Nicholas-Applegate (each a
registered investment adviser); Legend
Properties, a real estate management
company; Banyan Realty Trust; and Banyan
Land Fund II. Director or trustee of 2
investment companies associated with
Citigroup Inc. ("Citigroup"). His address
is 6001 N. 62nd Place, Paradise Valley,
Arizona 85253.
Martin Brody, Director (Age 79).
Consultant, HMK Associates; Retired Vice
Chairman of the Board of Restaurant
Associates Industries, Inc. Director or
trustee of 21 investment companies
associated with Citigroup. His address is
c/o HMK Associates, 30 Columbia Turnpike,
Florham Park, New Jersey 07932.
H. John Ellis, Jr., Director (Age
74).  Retired. Director or trustee of 2
investment companies associated with
Citigroup.His address is 858 East Crystal
Downs Drive, Frankfort, Michigan 49635.
Stephen E. Kaufman, Director (Age
69).  Attorney. Director or trustee of 13
investment companies associated with
Citigroup. His address is 277 Park Avenue,
New York, New York 10172.

Arrnon E. Kamesar, Director (Age 74).
Chairman of TEC, an international
organization of Chief Executive Officers;
Trustee, U.S. Bankruptcy Court. Director
or trustee of 2 investment companies
associated with Citigroup.  His address is
7328 Country Club Drive, La Jolla,
California 92037.
*Heath B. McLendon, Chairman of the
Board (Age 68).  Managing Director of Salomon
Smith Barney, and President of SBFM and TIA.
Mr. McLendon also serves as Chairman or Co-
Chairman of 77 investment companies
associated with Citigroup.  His address is 7
World Trade Center, New York, New York 10048.
Lewis E. Daidone, Senior Vice President
and Treasurer (Age 43).  Managing Director of
Salomon Smith Barney; Director and Senior
Vice President of SBFM and TIA.  Mr. Daidone
also serves as Senior Vice President or
Executive Vice President and Treasurer of 61
investment companies associated with
Citigroup.  His address is 125 Broad Street,
New York, New York 10004.
Jay Gerken, Vice President and
Investment Officer (Age 49).  Managing
Director of Salomon Smith Barney and
portfolio manager of four investment
companies associated with Citigroup.  His
address is 7 World Trade Center, New York,
New York 10048.

Irving David, Controller (Age 40).
Director of Salomon Smith Barney.
Controller or Assistant Treasurer of 43
investment companies associated with
Citigroup; His address is 125 Broad Street,
New York, New York 10004.
Christina T. Sydor, Secretary (Age 50).
Managing Director of Salomon Smith Barney;
General Counsel and Secretary of SBFM and
TIA.  Ms. Sydor also serves as Secretary of
61 investment companies associated with
Citigroup. Her address is 7 World Trade
Center, New York, New York 10048.

As of April 12, 2001, the Directors and
officers of the portfolios, as a group,
owned less than 1.00% of the outstanding
common stock of the portfolios.

No officer, director or employee of Salomon
Smith Barney or any of their affiliates
will receive any compensation from the
Allocation Series for serving as an officer
or director of the Allocation Series.  The
Allocation Series pays each Director who is
not an officer, director or employee of
Salomon Smith Barney or any of their
affiliates a fee of $10,000 per annum plus
$100 per portfolio per meeting attended and
reimburses travel and out-of-pocket
expenses.  In addition, each such director
is paid $100 per telephone meeting
attended.  Upon attainment of age 80,
Directors are required to change to
emeritus status.  Directors Emeritus are
entitled to serve in emeritus status for a
maximum of 10 years during which time they
receive 50% of the annual retainer fee and
meeting fees otherwise applicable to the
Allocation Series Directors.  All Directors
are reimbursed for travel and out-of-pocket
expenses incurred in attending such
meetings. For the fiscal year ended January
31, 2001, the directors were reimbursed, in
the aggregate, $21,924 for travel and out-
of-pocket expenses.




The following table shows the compensation
paid by Allocation Series to each incumbent
Director for the fiscal year ended January
31, 2001:






Name

Aggregate
Compensation
from
Allocation
Series
Pension or
Retirement
Benefits
Accrued as
Expense
of
Allocation
Series


Total
Compensation
From
Fund
Complex**

Total
Number
of Funds
Served in
Complex
Heath B. McLendon*
None
None
None
77
Walter Auch
$14,400
None
$50,600
2
Martin Brody
12,200
None
138,600
21
H. John Ellis
14,400
None
50,600
2
Armon E. Kamesar
15,500
None
52,600
2
Stephen E. Kaufman
15,500
None
110,650
13

*	Designates "Interested Director" of Allocation
Series.
**	As of December 31, 2000.


INVESTMENT OBJECTIVES, MANAGEMENT POLICIES AND RISK
FACTORS

The Allocation Series is an open-end, non-
diversified management investment company.
The prospectus discusses the investment
objectives of the Select Portfolios and
each of the underlying funds in which the
portfolios may invest.  In pursuing their
investment objectives and policies, each of
the underlying funds is permitted to engage
in a wide range of investment policies.
Because the portfolios invest in the
underlying funds, shareholders of each
portfolio will be affected by these
investment policies in direct proportion to
the amount of assets each portfolio
allocates to the underlying funds pursuing
such policy.  This section contains
supplemental information concerning the
types of securities and other instruments
in which the underlying funds may invest
(and repurchase agreements in which the
portfolios and/or the underlying funds may
invest), the investment policies and
portfolio strategies the underlying funds
may utilize and certain risks attendant to
such investments, policies and strategies.
There can be no assurance that the
respective investment objectives of the
portfolios or the underlying funds will be
achieved.

The Articles of Incorporation of the
Allocation Series permit the Board of
Directors to establish additional
portfolios of the Allocation Series from
time to time.  The investment objectives,
policies and restrictions applicable to
additional portfolios would be established
by the Board of Directors at the time such
portfolios were established and may differ
from those set forth in the prospectus and
this SAI.


EQUITY SECURITIES

Common Stocks.  Certain of the underlying
funds invest primarily in common stocks.
Common stocks are shares of a corporation
or other entity that entitle the holder to
a pro rata share of the profits of the
corporation, if any, without preference
over any other shareholder or class of
shareholders, including holders of the
entity's preferred stock and other senior
equity.  Common stock usually carries with
it the right to vote and frequently an
exclusive right to do so.

Preferred Stock.  Certain of the underlying
funds invest in preferred stocks which,
like debt obligations, have characteristics
similar to fixed-income securities.
Shareholders of preferred stocks normally
have the right to receive dividends at a
fixed rate when and as declared by the
issuer's board of directors, but do not
participate in other amounts available for
distribution by the issuing corporation.
Dividends on preferred stock may be
cumulative, and all cumulative dividends
usually must be paid prior to common
shareholders receiving any dividends.
Preferred stock dividends must be paid
before common stock dividends and, for that
reason, preferred stocks generally entail
less risk than common stocks.  Upon
liquidation, preferred stocks are entitled
to a specified liquidation preference,
which is generally the same as the par or
stated value, and are senior in right of
payment to common stock.  Preferred stocks
are, however, equity securities in the
sense that they do not represent a
liability of the issuer and, therefore, do
not offer as great a degree of protection
of capital or assurance of continued income
as investments in corporate debt
securities.  In addition, preferred stocks
are subordinated in right of payment to all
debt obligations and creditors of the
issuer, and convertible preferred stocks
may be subordinated to other preferred
stock of the same issuer.

Foreign Investments.  The portfolios will
each invest in certain underlying funds
that invest all or a portion of their
assets in securities of non-U.S. issuers.
Foreign investments include non-dollar
denominated securities traded outside the
U.S. and dollar-denominated securities
traded in the U.S. (such as American
Depositary Receipts).  Investors should
recognize that investing in foreign
companies involves certain considerations
which are not typically associated with
investing in U.S. issuers.  Since certain
underlying funds will be investing in
securities denominated in currencies other
than the U.S. dollar, and since certain
funds may temporarily hold funds in bank
deposits or other money market investments
denominated in foreign currencies, the
funds may be affected favorably or
unfavorably by exchange control regulations
or changes in the exchange rate between
such currencies and the dollar.  A change
in the value of a foreign currency relative
to the U.S. dollar will result in a
corresponding change in the dollar value of
a fund's assets denominated in that foreign
currency.  Changes in foreign currency
exchange rates may also affect the value of
dividends and interest earned, gains and
losses realized on the sale of securities
and net investment income and gain, if any,
to be distributed to shareholders by the
fund.

The rate of exchange between the U.S.
dollar and other currencies is determined
by the forces of supply and demand in the
foreign exchange markets.  Changes in the
exchange rate may result over time from the
interaction of many factors directly or
indirectly affecting economic conditions
and political developments in other
countries.  Of particular importance are
rates of inflation, interest rate levels,
the balance of payments and the extent of
government surpluses or deficits in the
U.S. and the particular foreign country,
all of which are in turn sensitive to the
monetary, fiscal and trade policies pursued
by the governments of the U.S. and other
foreign countries important to
international trade and finance.
Governmental intervention may also play a
significant role.  National governments
rarely voluntarily allow their currencies
to float freely in response to economic
forces.  Sovereign governments use a
variety of techniques, such as intervention
by a country's central bank or imposition
of regulatory controls or taxes, to affect
the exchange rates of their currencies.

Securities held by an underlying fund may
not be registered with, nor the issuers
thereof be subject to reporting
requirements of the SEC.  Accordingly,
there may be less publicly available
information about the securities and about
the foreign company or government issuing
them than is available about a domestic
company or government entity.  Foreign
issuers are generally not subject to
uniform financial reporting standards,
practices and requirements comparable to
those applicable to U.S. issuers.  In
addition, with respect to some foreign
countries, there is the possibility of
expropriation or confiscatory taxation,
limitations on the removal of funds or
other assets of the fund, political or
social instability, or domestic
developments which could affect U.S.
investments in those countries.  Moreover,
individual foreign economies may differ
favorably or unfavorably from the U.S.
economy in such respects as growth of gross
national product, rate of inflation,
capital reinvestment, resource self-
sufficiency and balance of payments
positions.  Certain underlying funds may
invest in securities of foreign governments
(or agencies or instrumentalities thereof),
and many, if not all, of the foregoing
considerations apply to such investments as
well.

Securities of some foreign companies are
less liquid and their prices are more
volatile than securities of comparable
domestic companies.  Certain foreign
countries are known to experience long
delays between the trade and settlement
dates of securities purchased or sold.

The interest and dividends payable on a
fund's foreign securities may be subject to
foreign withholding taxes and the general
effect of these taxes will be to reduce the
fund's income.  Additionally, the operating
expenses of a fund can be expected to be
higher than that of an investment company
investing exclusively in U.S. securities,
since the expenses of the fund, such as
custodial costs, valuation costs and
communication costs, as well as the rate of
the investment advisory fees, though
similar to such expenses of some other
international funds, are higher than those
costs incurred by other investment
companies.  In addition, dividend and
interest income from non-U.S. securities
will generally be subject to withholding
taxes by the country in which the issuer is
located and may not be recoverable by the
underlying fund or a portfolio investing in
such fund.

American, European and Continental
Depositary Receipts.  Certain of the
underlying funds may invest in the
securities of foreign and domestic issuers
in the form of American Depositary Receipts
("ADRs") and European Depositary Receipts
("EDRs").  These securities may not
necessarily be denominated in the same
currency as the securities into which they
may be converted.  ADRs are receipts
typically issued by a U.S. bank or trust
company that evidence ownership of
underlying securities issued by a foreign
corporation.  EDRs, which sometimes are
referred to as Continental Depositary
Receipts ("CDRs"), are receipts issued in
Europe typically by foreign banks and trust
companies that evidence ownership of either
foreign or domestic securities.  Generally,
ADRs, in registered form, are designed for
use in U.S. securities markets and EDRs and
CDRs are designed for use in European
securities markets.

Warrants.  Because a warrant does not carry
with it the right to dividends or voting
rights with respect to the securities that
the warrant holder is entitled to purchase,
and because it does not represent any
rights to the assets of the issuer, a
warrant may be considered more speculative
than certain other types of investments.
In addition, the value of a warrant does
not necessarily change with the value of
the underlying securities and a warrant
ceases to have value if it is not exercised
prior to its expiration date.  Warrants
acquired by an underlying fund in units or
attached to securities may be deemed to be
without value.


FIXED INCOME SECURITIES

General.  Fixed income securities may be
affected by general changes in interest
rates, which will result in increases or
decreases in the market value of the debt
securities held by the underlying funds.
The market value of the fixed-income
obligations in which the underlying funds
may invest can be expected to vary
inversely in relation to the changes in
prevailing interest rates and also may be
affected by other market and credit
factors.

Certain of the underlying funds may invest
only in high-quality, high-grade or
investment grade securities.  High quality
securities are those rated in the two
highest categories by Moody's Investors
Service ("Moody's") (Aaa or Aa) or Standard
& Poor's Ratings Group ("S&P") (AAA or AA).
High grade securities are those rated in
the three highest categories by Moody's
(Aaa, Aa or A) or S&P (AAA, AA or A).
Investment-grade securities are those rated
in the four highest categories by Moody's
(Aaa, Aa, A or Baa) or S&P (AAA, AA, A or
BBB).  Securities rated Baa or BBB have
speculative characteristics and changes in
economic conditions or other circumstances
are more likely to lead to a weakened
capacity of their issuer to make principal
and interest payments than is the case with
higher grade securities.

High Yield Securities.  Certain of the
underlying funds may invest in securities
rated below investment grade; that is rated
below Baa by Moody's or BBB by S&P, or
determined by the underlying fund's adviser
to be of comparable quality.  Securities
rated below investment grade (and
comparable unrated securities) are the
equivalent of high yield, high risk bonds,
commonly known as "junk bonds." Such
securities are regarded as predominantly
speculative with respect to the issuer's
capacity to pay interest and repay
principal in accordance with the terms of
the obligations and involve major risk
exposure to adverse business, financial,
economic or political conditions.  See the
Appendix for additional information on the
bond ratings of Moody's and S&P.

Convertible Securities.  Convertible
securities are fixed-income securities that
may be converted at either a stated price
or stated rate into underlying shares of
common stock.  Convertible securities have
general characteristics similar to both
fixed-income and equity securities.
Although to a lesser extent than with
fixed-income securities generally, the
market value of convertible securities
tends to decline as interest rates increase
and, conversely, tends to increase as
interest rates decline.  In addition,
because of the conversion feature, the
market value of convertible securities
tends to vary with fluctuations in the
market value of the underlying common
stocks and, therefore, also will react to
variations in the general market for equity
securities.  A unique feature of
convertible securities is that as the
market price of the underlying common stock
declines, convertible securities tend to
trade increasingly on a yield basis, and so
may not experience market value declines to
the same extent as the underlying common
stock.  When the market price of the
underlying common stock increases, the
prices of the convertible securities tend
to rise as a reflection of the value of the
underlying common stock.  While no
securities investments are without risk,
investments in convertible securities
generally entail less risk than investments
in common stock of the same issuer.

As fixed-income securities, convertible
securities are investments that provide for
a stable stream of income with generally
higher yields than common stocks.  Of
course, like all fixed-income securities,
there can be no assurance of current income
because the issuers of the convertible
securities may default on their
obligations.  Convertible securities,
however, generally offer lower interest or
dividend yields than non-convertible
securities of similar quality because of
the potential for capital appreciation.  A
convertible security, in addition to
providing fixed income, offers the
potential for capital appreciation through
the conversion feature, which enables the
holder to benefit from increases in the
market price of the underlying common
stock.  There can be no assurance of
capital appreciation, however, because
securities prices fluctuate.

While convertible securities generally
offer lower yields than non-convertible
debt securities of similar quality, their
prices may reflect changes in the value of
the underlying common stock.  Convertible
securities entail less credit risk than the
issuer's common stock.

Synthetic convertible securities are
created by combining non-convertible bonds
or preferred stocks with warrants or stock
call options.  Synthetic convertible
securities differ from convertible
securities in certain respects, including
that each component of a synthetic
convertible security has a separate market
value and responds differently to market
fluctuations.  Investing in synthetic
convertible securities involves the risks
normally involved in holding the securities
comprising the synthetic convertible
security.

Convertible securities generally are
subordinated to other similar but non-
convertible securities of the same issuer,
although convertible bonds, such as
corporate debt obligations, enjoy seniority
in right of payment to all equity
securities, and convertible preferred stock
is senior to common stock, of the same
issuer.  Because of the subordination
feature, however, convertible securities
typically have lower ratings than similar
nonconvertible securities.

Money Market Instruments.  Money market
instruments include: U.S. government
securities; certificates of deposit
("CDs"), time deposits ("TDs") and bankers'
acceptances issued by domestic banks
(including their branches located outside
the United States and subsidiaries located
in Canada), domestic branches of foreign
banks, savings and loan associations and
similar institutions; high grade commercial
paper; and repurchase agreements with
respect to the foregoing types of
instruments.

U.S. Government Securities.  U.S.
government securities include debt
obligations of varying maturities issued or
guaranteed by the U.S. government or its
agencies or instrumentalities.  U.S.
government securities include not only
direct obligations of the U.S. Treasury,
but also securities issued or guaranteed by
the Federal Housing Administration, Farmers
Home Administration, Export-Import Bank of
the United States, Small Business
Administration, Government National
Mortgage Association ("GNMA"), General
Services Administration, Central Bank for
Cooperatives, Federal Intermediate Credit
Banks, Federal Land Banks, Federal National
Mortgage Association ("FNMA"), Maritime
Administration, Tennessee Valley Authority,
District of Columbia Armory Board, Student
Loan Marketing Association and Resolution
Trust Corporation.  Certain U.S. government
securities, such as those issued or
guaranteed by GNMA, FNMA and Federal Home
Loan Mortgage Corporation ("FHLMC"), are
mortgage-related securities.  Because the
U.S. government is not obligated by law to
provide support to an instrumentality that
it sponsors, a portfolio or an underlying
fund will invest in obligations issued by
such an instrumentality only if its
investment adviser determines that the
credit risk with respect to the
instrumentality does not make its
securities unsuitable for investment by the
portfolio or the underlying fund, as the
case may be.

Mortgage-Related Securities.  The average
maturity of pass-through pools of mortgage-
related securities varies with the
maturities of the underlying mortgage
instruments.  In addition, a pool's stated
maturity may be shortened by unscheduled
payments on the underlying mortgages.
Factors affecting mortgage prepayments
include the level of interest rates,
general economic and social conditions, the
location of the mortgaged property and age
of the mortgage.  Because prepayment rates
of individual pools vary widely, it is not
possible to accurately predict the average
life of a particular pool.  Common practice
is to assume that prepayments will result
in an average life ranging from 2 to 10
years for pools of fixed-rate 30-year
mortgages.  Pools of mortgages with other
maturities or different characteristics
will have varying average life assumptions.

Mortgage-related securities may be
classified as private, governmental or
government-related, depending on the issuer
or guarantor.  Private mortgage-related
securities represent pass-through pools
consisting principally of conventional
residential mortgage loans created by non-
governmental issuers, such as commercial
banks, savings and loan associations and
private mortgage insurance companies.
Governmental mortgage-related securities
are backed by the full faith and credit of
the U.S. government.  GNMA, the principal
guarantor of such securities, is a wholly
owned U.S. government corporation within
the Department of Housing and Urban
Development.  Government-related mortgage-
related securities are not backed by the
full faith and credit of the U.S.
government.  Issuers of such securities
include FNMA and FHLMC.  FNMA is a
government-sponsored corporation owned
entirely by private stockholders, which is
subject to general regulation by the
Secretary of Housing and Urban Development.
Pass-through securities issued by FNMA are
guaranteed as to timely payment of
principal and interest by FNMA.  FHLMC is a
corporate instrumentality of the U.S., the
stock of which is owned by Federal Home
Loan Banks.  Participation certificates
representing interests in mortgages from
FHLMC's national portfolio are guaranteed
as to the timely payment of interest and
ultimate collection of principal by FHLMC.

Private U.S. governmental or government-
related entities create mortgage loan pools
offering pass-through investments in
addition to those described above.  The
mortgages underlying these securities may
be alternative mortgage instruments, that
is, mortgage instruments whose principal or
interest payments may vary or whose terms
to maturity may be shorter than previously
customary.  As new types of mortgage-
related securities are developed and
offered to investors, certain of the
underlying funds, consistent with their
investment objective and policies, may
consider making investments in such new
types of securities.

Foreign Government Securities.  Among the
foreign government securities in which
certain underlying funds may invest are
those issued by countries with developing
economies, which are countries in the
initial stages of their industrialization
cycles.  Investing in securities of
countries with developing economies
involves exposure to economic structures
that are generally less diverse and less
mature, and to political systems that can
be expected to have less stability, than
those of developed countries.  The markets
of countries with developing economies
historically have been more volatile than
markets of the more mature economies of
developed countries, but often have
provided higher rates of return to
investors.

Brady Bonds.  Certain of the underlying
funds may invest in Brady bonds which are
debt securities, generally denominated in
U.S. dollars, issued under the framework of
the Brady Plan.  In restructuring its
external debt under the Brady Plan
framework, a debtor nation negotiates with
its existing bank lenders as well as
multilateral institutions such as the
International Bank for Reconstruction and
Development (the "World Bank') and the
International Monetary Fund (the "IMF').
Brady bonds may also be issued in respect
of new money being advanced by existing
lenders in connection with the debt
restructuring.  Under these arrangements
with the World Bank and/or the IMF, debtor
nations have been required to agree to the
implementation of certain domestic monetary
and fiscal reforms including liberalization
of trade and foreign investment,
privatization of state-owned enterprises
and establishing targets for public
spending and borrowing.

Brady Bonds which have been issued to date
are rated in the categories "BB" 'or "B" by
S&P or "Ba" or "B" by Moody's or, in cases
in which a rating by S&P or Moody's has not
been assigned, are generally considered by
the underlying fund's investment adviser to
be of comparable quality.

Agreements implemented under the Brady Plan
to date are designed to achieve debt and
debt-service reduction through specific
options negotiated by a debtor nation with
its creditors.  As a result, the financial
packages offered by each country differ.
Brady bonds issued to date have traded at a
deep discount from their face value.
Certain sovereign bonds are entitled to
"value recovery payments" in certain
circumstances, which constitute
supplemental interest payments but
generally are not collateralized.  Certain
Brady bonds have been collateralized as to
principal due at maturity (typically 30
years from the date of issuance) by U.S.
Treasury zero coupon bonds with a maturity
equal to the final maturity of such Brady
Bonds, although the collateral is not
available to investors until the final
maturity of the Brady Bonds.

Bank Obligations.  Domestic commercial
banks organized under federal law are
supervised and examined by the Comptroller
of the Currency and are required to be
members of the Federal Reserve System and
to be insured by the Federal Deposit
Insurance Corporation (the "FDIC").
Domestic banks organized under state law
are supervised and examined by state
banking authorities but are members of the
Federal Reserve System only if they elect
to join.  Most state banks are insured by
the FDIC (although such insurance may not
be of material benefit to an underlying
fund, depending upon the principal amount
of CDs of each held by the fund) and are
subject to Federal examination and to a
substantial body of federal law and
regulation.  As a result of federal and
state laws and regulations, domestic
branches of domestic banks are, among other
things, generally required to maintain
specified levels of reserves, and are
subject to other supervision and regulation
designed to promote financial soundness.

Obligations of foreign branches of U.S.
banks, such as CDs and TDs, may be general
obligations of the parent bank in addition
to the issuing branch, or may be limited by
the terms of a specific obligation and
governmental regulation.  Obligations of
foreign branches of U.S. banks and foreign
banks are subject to different risks than
are those of U.S. banks or U.S. branches of
foreign banks.  These risks include foreign
economic and political developments,
foreign governmental restrictions that may
adversely affect payment of principal and
interest on the obligations, foreign
exchange controls and foreign withholding
and other taxes on interest income.
Foreign branches of U.S. banks are not
necessarily subject to the same or similar
regulatory requirements that apply to U.S.
banks, such as mandatory reserve
requirements, loan limitations and
accounting, auditing and financial
recordkeeping requirements.  In addition,
less information may be publicly available
about a foreign branch of a U.S. bank than
about a U.S. bank.  CDs issued by wholly
owned Canadian subsidiaries of U.S. banks
are guaranteed as to repayment of principal
and interest, but not as to sovereign risk,
by the U.S. parent bank.

Obligations of U.S. branches of foreign
banks may be general obligations of the
parent bank in addition to the issuing
branch, or may be limited by the terms of a
specific obligation and by Federal and
state regulation as well as governmental
action in the country in which the foreign
bank has its head office.  A U.S. branch of
a foreign bank with assets in excess of $1
billion may or may not be subject to
reserve requirements imposed by the Federal
Reserve System or by the state in which the
branch is located if the branch is licensed
in that state.  In addition, branches
licensed by the Comptroller of the Currency
and branches licensed by certain states
("State Branches") may or may not be
required to: (a) pledge to the regulator by
depositing assets with a designated bank
within the state, an amount of its assets
equal to 5% of its total liabilities; and
(b) maintain assets within the state in an
amount equal to a specified percentage of
the aggregate amount of liabilities of the
foreign bank payable at or through all of
its agencies or branches within the state.
The deposits of State Branches may not
necessarily be insured by the FDIC.  In
addition, there may be less publicly
available information about a U.S. branch
of a foreign bank than about a U.S. bank.

Commercial Paper.  Commercial paper
consists of short-term (usually from 1 to
270 days) unsecured promissory notes issued
by corporations in order to finance their
current operations.  A variable amount
master demand note (which is a type of
commercial paper) represents a direct
borrowing arrangement involving
periodically fluctuating rates of interest
under a letter agreement between a
commercial paper issuer and an
institutional lender, such as one of the
underlying funds, pursuant to which the
lender may determine to invest varying
amounts.  Transfer of such notes is usually
restricted by the issuer, and there is no
secondary trading market for such notes.

Ratings as Investment Criteria.  In
general, the ratings of nationally
recognized statistical rating organization
("NRSROs") represent the opinions of these
agencies as to the quality of securities
that they rate.  Such ratings, however, are
relative and subjective, and are not
absolute standards of quality and do not
evaluate the market value risk of the
securities.  These ratings will be used by
the underlying funds as initial criteria
for the selection of portfolio securities,
but the funds also will rely upon the
independent advice of their respective
advisers to evaluate potential investments.
Among the factors that will be considered
are the long-term ability of the issuer to
pay principal and interest and general
economic trends.  The Appendix to this SAI
contains further information concerning the
rating categories of NRSROs and their
significance.

Subsequent to its purchase by a fund, an
issue of securities may cease to be rated
or its rating may be reduced below the
minimum required for purchase by the fund.
In addition, it is possible that an NRSRO
might not change its rating of a particular
issue to reflect subsequent events.  None
of these events will require sale of such
securities by a fund, but the fund's
adviser will consider such events in its
determination of whether the fund should
continue to hold the securities.  In
addition, to the extent that the ratings
change as a result of changes in such
organizations or their rating systems, or
due to a corporate reorganization, a fund
will attempt to use comparable ratings as
standards for its investments in accordance
with its investment objective and policies.

INVESTMENT PRACTICES

In attempting to achieve its investment
objective, an underlying fund may employ,
among others, the following portfolio
strategies.

Repurchase Agreements.  The Select
Portfolios and the underlying funds may
enter into repurchase agreements with
certain member banks which are the issuers
of instruments acceptable for purchase by
the portfolio or the underlying fund, as
the case may be, and with certain dealers
on the Federal Reserve Bank of New York's
list of reporting dealers.  Repurchase
agreements are contracts under which the
buyer of a security simultaneously commits
to resell the security to the seller at an
agreed-upon price and date.  Under each
repurchase agreement, the selling
institution will be required to maintain
the value of the securities subject to the
repurchase agreement at not less than their
repurchase price.  Repurchase agreements
could involve certain risks in the event of
default or insolvency of the other party,
including possible delays or restrictions
upon a portfolio's or an underlying fund's
ability to dispose of the underlying
securities, the risk of a possible decline
in the value of the underlying securities
during the period in which the portfolio or
underlying fund seeks to assert its rights
to them, the risk of incurring expenses
associated with asserting those rights and
the risk of losing all or part of the
income from the repurchase agreement.

When-issued Securities and Delayed-delivery
Transactions.  To secure an advantageous
price or yield, certain of the underlying
funds may purchase certain securities on a
when-issued basis or purchase or sell
securities for delayed delivery.  Delivery
of the securities in such cases occurs
beyond the normal settlement periods, but
no payment or delivery is made by an
underlying fund prior to the reciprocal
delivery or payment by the other party to
the transaction.  In entering into a when-
issued or delayed-delivery transaction, an
underlying fund will rely on the other
party to consummate the transaction and may
be disadvantaged if the other party fails
to do so.

U.S. government securities normally are
subject to changes in value based upon
changes, real or anticipated, in the level
of interest rates and the public's
perception of the creditworthiness of the
issuers.  In general, U.S. government
securities tend to appreciate when interest
rates decline and depreciate when interest
rates rise.  Purchasing these securities on
a when-issued or delayed-delivery basis,
therefore, can involve the risk that the
yields available in the market when the
delivery takes place may actually be higher
than those obtained in the transaction
itself.  Similarly, the sale of U.S.
government securities for delayed delivery
can involve the risk that the prices
available in the market when the delivery
is made may actually be higher than those
obtained in the transaction itself.

In the case of the purchase by an
underlying fund of securities on a when-
issued or delayed-delivery basis, a
segregated account in the name of the fund
consisting of cash or liquid securities
equal to the amount of the when-issued or
delayed-delivery commitments will be
established.  For the purpose of
determining the adequacy of the securities
in the accounts, the deposited securities
will be valued at market or fair value.  If
the market or fair value of the securities
declines, additional cash or securities
will be placed in the account daily so that
the value of the account will equal the
amount of such commitments by the fund
involved.  On the settlement date, a fund
will meet its obligations from then-
available cash flow, the sale of securities
held in the segregated account, the sale of
other securities or, although it would not
normally expect to do so, from the sale of
the securities purchased on a when-issued
or delayed-delivery basis (which may have a
value greater or less than the fund's
payment obligations).

Lending of Portfolio Securities.  Certain
of the underlying funds have the ability to
lend portfolio securities to brokers,
dealers and other financial organizations.
A fund will not lend portfolio securities
to Salomon Smith Barney unless it has
applied for and received specific authority
to do so from the Securities and Exchange
Commission ("SEC").  Loans of portfolio
securities will be collateralized by cash,
letters of credit or U.S. government
securities which are maintained at all
times in an amount at least equal to the
current market value of the loaned
securities.  From time to time, an
underlying fund may pay a part of the
interest earned from the investment of
collateral received for securities loaned
to the borrower and/or a third party which
is unaffiliated with the fund and is acting
as a "finder."

By lending its securities, an underlying
fund can increase its income by continuing
to receive interest on the loaned
securities as well as by either investing
the cash collateral in short-term
instruments or obtaining yield in the form
of interest paid by the borrower when U.S.
government securities are used as
collateral.  A fund will comply with the
following conditions whenever its portfolio
securities are loaned: (a) the fund must
receive at least 100% cash collateral or
equivalent securities from the borrower;
(b) the borrower must increase such
collateral whenever the market value of the
securities loaned rises above the level of
such collateral; (c) the fund must be able
to terminate the loan at any time; (d) the
fund must receive reasonable interest on
the loan, as well as any dividends,
interest or other distributions on the
loaned securities, and any increase in
market value; (e) the fund may pay only
reasonable custodian fees in connection
with the loan; and (f) voting rights on the
loaned securities may pass to the borrower;
provided, however, that if a material event
adversely affecting the investment in the
loaned securities occurs, the fund's
trustees or directors, as the case may be,
must terminate the loan and regain the
right to vote the securities.  The risks in
lending portfolio securities, as with other
extensions of secured credit, consist of a
possible delay in receiving additional
collateral or in the recovery of the
securities or possible loss of rights in
the collateral should the borrower fail
financially.  Loans will be made to firms
deemed by each underlying fund's investment
adviser to be of good standing and will not
be made unless, in the judgment of the
adviser, the consideration to be earned
from such loans would justify the risk.

Short Sales.  Certain of the underlying
funds may from time to time sell securities
short.  A short sale is a transaction in
which the fund sells securities that it
does not own (but has borrowed) in
anticipation of a decline in the market
price of the securities.

When a fund makes a short sale, the
proceeds it receives from the sale are
retained by a broker until the fund
replaces the borrowed securities.  To
deliver the securities to the buyer, the
fund must arrange through a broker to
borrow the securities and, in so doing, the
fund becomes obligated to replace the
securities borrowed at their market price
at the time of replacement, whatever that
price may be.  The fund may have to pay a
premium to borrow the securities and must
pay any dividends or interest payable on
the securities until they are replaced.

A fund's obligation to replace the
securities borrowed in connection with a
short sale will be secured by collateral
deposited with the broker that consists of
cash or U.S. government securities.  In
addition, the fund will place in a
segregated account with its custodian an
amount of cash or U.S. government
securities equal to the difference, if any,
between (a) the market value of the
securities sold at the time they were sold
short and (b) any cash or U.S. government
securities deposited as collateral with the
broker in connection with the short sale
(not including the proceeds of the short
sale).  Until it replaces the borrowed
securities, the fund will maintain the
segregated account daily at a level so that
the amount deposited in the account plus
the amount deposited with the broker (not
including the proceeds from the short sale)
(a) will equal the current market value of
the securities sold short and (b) will not
be less than the market value of the
securities at the time they were sold
short.

Short Sales Against the Box.  Certain of
the underlying funds may enter into a short
sale of common stock such that when the
short position is open the fund involved
owns an equal amount of preferred stocks or
debt securities, convertible or
exchangeable, without payment of further
consideration, into an equal number of
shares of the common stock sold short.
This kind of short sale, which is described
as "against the box," will be entered into
by a fund for the purpose of receiving a
portion of the interest earned by the
executing broker from the proceeds of the
sale.  The proceeds of the sale will be
held by the broker until the settlement
date when the fund delivers the convertible
securities to close out its short position.
Although prior to delivery a fund will have
to pay an amount equal to any dividends
paid on the common stock sold short, the
fund will receive the dividends from the
preferred stock or interest from the debt
securities convertible into the stock sold
short, plus a portion of the interest
earned from the proceeds of the short sale.
The funds will deposit, in a segregated
account with their custodian, convertible
preferred stock or convertible debt
securities in connection with short sales
against the box.

Restricted Securities.  Certain of the
underlying funds may invest in securities
the disposition of which is subject to
legal or contractual restrictions.  The
sale of restricted securities often
requires more time and results in higher
brokerage charges or dealer discounts and
other selling expenses than does the sale
of securities eligible for trading on a
national securities exchange that are not
subject to restrictions on resale.
Restricted securities often sell at a price
lower than similar securities that are not
subject to restrictions on resale.

Reverse Repurchase Agreements.  Certain
underlying funds may enter into reverse
repurchase agreements with banks or broker-
dealers.  A reverse repurchase agreement
involves the sale of a money market
instrument held by an underlying fund
coupled with an agreement by the fund to
repurchase the instrument at a stated
price, date and interest payment.  The fund
will use the proceeds of a reverse
repurchase agreement to purchase other
money market instruments which either
mature at a date simultaneous with or prior
to the expiration of the reverse repurchase
agreement or which are held under an
agreement to resell maturing as of that
time.

An underlying fund will enter into a
reverse repurchase agreement only when the
interest income to be earned from the
investment of the proceeds of the
transaction is greater than the interest
expense of the transaction.  Under the 1940
Act, reverse repurchase agreements may be
considered to be borrowings by the seller.
Entry into such agreements requires the
creation and maintenance of a segregated
account with the fund's custodian
consisting of U.S. government securities,
cash or cash equivalents.

Leveraging.  Certain of the underlying
funds may from time to time leverage their
investments by purchasing securities with
borrowed money.  A fund is required under
the 1940 Act to maintain at all times an
asset coverage of 300% of the amount of its
borrowings.  If, as a result of market
fluctuations or for any other reason, the
fund's asset coverage drops below 300%, the
fund must reduce its outstanding borrowings
within three business days so as to restore
its asset coverage to the 300% level.

Any gain in the value of securities
purchased with borrowed money that exceeds
the interest paid on the amount borrowed
would cause the net asset value of the
underlying fund's shares to increase more
rapidly than otherwise would be the case.
Conversely, any decline in the value of
securities purchased would cause the net
asset value of the fund's shares to
decrease more rapidly than otherwise would
be the case.  Borrowed money thus creates
an opportunity for greater capital gain but
at the same time increases exposure to
capital risk.  The net cost of any borrowed
money would be an expense that otherwise
would not be incurred, and this expense
could restrict or eliminate a fund's net
investment income in any given period.

DERIVATIVE TRANSACTIONS

Derivative transactions, including the
options and futures transactions described
below, are used for a number of reasons
including: to manage exposure to changes in
interest rates, stock and bond prices and
foreign currencies; as an efficient means
of adjusting overall exposure to certain
markets; to adjust duration; to enhance
income; and to protect the value of
portfolio securities.  Options and futures
can be volatile instruments, and involve
certain risks.  If the adviser to the
underlying fund applies a hedge at an
inappropriate time or judges market
conditions incorrectly, options and futures
strategies may lower the underlying fund's
return.  Further losses could also be
experienced if the options and futures
positions held by an underlying fund were
poorly correlated with its other
investments, or if it could not close out
its positions because of an illiquid
secondary market.

Certain of the underlying funds may enter
into stock index, interest rate and
currency futures contracts (or options
thereon, including swaps, caps, collars and
floors).  Certain underlying funds may also
purchase and sell call and put options,
futures and options contracts.


Options on Securities.  Certain of the
underlying funds may engage in transactions
in options on securities, which, depending
on the fund, may include the writing of
covered put options and covered call
options, the purchase of put and call
options and the entry into closing
transactions.

The principal reason for writing covered
call options on securities is to attempt to
realize, through the receipt of premiums, a
greater return than would be realized on
the securities alone.  Certain underlying
funds, however, may engage in option
transactions only to hedge against adverse
price movements in the securities that they
hold or may wish to purchase and the
currencies in which certain portfolio
securities may be denominated.  In return
for a premium, the writer of a covered call
option forfeits the right to any
appreciation in the value of the underlying
security above the strike price for the
life of the option (or until a closing
purchase transaction can be effected).
Nevertheless, the call writer retains the
risk of a decline in the price of the
underlying security.  Similarly, the
principal reason for writing covered put
options is to realize income in the form of
premiums.  The writer of a covered put
option accepts the risk of a decline in the
price of the underlying security.  The size
of the premiums that a fund may receive may
be adversely affected as new or existing
institutions, including other investment
companies, engage in or increase their
option-writing activities.

Options written by an underlying fund
normally will have expiration dates between
one and nine months from the date written.
The exercise price of the options may be
below, equal to or above the market values
of the underlying securities at the times
the options are written.  In the case of
call options, these exercise prices are
referred to as "in-the-money," "at-the-
money" and "out-of-the-money,"
respectively.  An underlying fund with
option-writing authority may write (a) in-
the-money call options when its investment
adviser expects that the price of the
underlying security will remain flat or
decline moderately during the option
period, (b) at-the-money call options when
its adviser expects that the price of the
underlying security will remain flat or
advance moderately during the option period
and (c) out-of-the-money call options when
its adviser expects that the price of the
underlying security may increase but not
above a price equal to the sum of the
exercise price plus the premiums received
from writing the call option.  In any of
the preceding situations, if the market
price of the underlying security declines
and the security is sold at this lower
price, the amount of any realized loss will
be offset wholly or in part by the premium
received.  Out-of-the-money, at-the-money
and in-the-money put options (the reverse
of call options as to the relation of
exercise price to market price) may be
utilized in the same market environments
that such call options are used in
equivalent transactions.

So long as the obligation of an underlying
fund as the writer of an option continues,
the fund may be assigned an exercise notice
by the broker-dealer through which the
option was sold, requiring the fund to
deliver, in the case of a call, or take
delivery of, in the case of a put, the
underlying security against payment of the
exercise price.  This obligation terminates
when the option expires or the fund effects
a closing purchase transaction.  A fund can
no longer effect a closing purchase
transaction with respect to an option once
it has been assigned an exercise notice.
To secure its obligation to deliver the
underlying security when it writes a call
option, or to pay for the underlying
security when it writes a put option, an
underlying fund will be required to deposit
in escrow the underlying security or other
assets in accordance with the rules of the
Options Clearing Corporation (the "Clearing
Corporation") or similar foreign clearing
corporation and of the securities exchange
on which the option is written.

Certain underlying funds may purchase and
sell put, call and other types of option
securities that are traded on domestic or
foreign exchanges or the over-the-counter
market including, but not limited to,
"spread" options, "knock-out" options,
"knock-in" options and "average rate" or
"look-back" options.  "Spread" options are
dependent upon the difference between the
price of two securities or futures
contracts, "knock-out" options are canceled
if the price of the underlying asset
reaches a trigger level prior to
expiration, "knock-in" options only have
value if the price of the underlying asset
reaches a trigger level and, "average rate"
or "look-back" options are options where,
at expiration, the option's strike price is
set based on either the average, maximum or
minimum price of the asset over the period
of the option.

An option position may be closed out only
where there exists a secondary market for
an option of the same series on a
recognized securities exchange or in the
over-the-counter market.  Certain
underlying funds with option-writing
authority may write options on U.S. or
foreign exchanges and in the over-the-
counter market.

An underlying fund may realize a profit or
loss upon entering into a closing
transaction.  In cases in which a fund has
written an option, it will realize a profit
if the cost of the closing purchase
transaction is less than the premium
received upon writing the original option
and will incur a loss if the cost of the
closing purchase transaction exceeds the
premium received upon writing the original
option.  Similarly, when a fund has
purchased an option and engages in a
closing sale transaction, whether the fund
realizes a profit or loss will depend upon
whether the amount received in the closing
sale transaction is more or less than the
premium that the fund initially paid for
the original option plus the related
transaction costs.

Although an underlying fund generally will
purchase or write only those options for
which its adviser believes there is an
active secondary market so as to facilitate
closing transactions, there is no assurance
that sufficient trading interest to create
a liquid secondary market on a securities
exchange will exist for any particular
option or at any particular time, and for
some options no such secondary market may
exist.  A liquid secondary market in an
option may cease to exist for a variety of
reasons.  In the past, for example, higher
than anticipated trading activity or order
flow, or other unforeseen events, have at
times rendered inadequate certain
facilities of the Clearing Corporation and
U.S. and foreign securities exchanges and
resulted in the institution of special
procedures, such as trading rotations,
restrictions on certain types of orders or
trading halts or suspensions in one or more
options.  There can be no assurance that
similar events, or events that may
otherwise interfere with the timely
execution of customers' orders, will not
recur.  In such event, it might not be
possible to effect closing transactions in
particular options.  If as a covered call
option writer a fund is unable to effect a
closing purchase transaction in a secondary
market, it will not be able to sell the
underlying security until the option
expires or it delivers the underlying
security upon exercise.

Securities exchanges generally have
established limitations governing the
maximum number of calls and puts of each
class which may be held or written, or
exercised within certain time periods, by
an investor or group of investors acting in
concert (regardless of whether the options
are written on the same or different
securities exchanges or are held, written
or exercised in one or more accounts or
through one or more brokers).  It is
possible that the underlying funds with
authority to engage in options transactions
and other clients of their respective
advisers and certain of their affiliates
may be considered to be such a group.  A
securities exchange may order the
liquidation of positions found to be in
violation of these limits and it may impose
certain other sanctions.

In the case of options written by an
underlying fund that are deemed covered by
virtue of the fund's holding convertible or
exchangeable preferred stock or debt
securities, the time required to convert or
exchange and obtain physical delivery of
the underlying common stocks with respect
to which the fund has written options may
exceed the time within which the fund must
make delivery in accordance with an
exercise notice.  In these instances, an
underlying fund may purchase or borrow
temporarily the underlying securities for
purposes of physical delivery.  By so
doing, the fund will not bear any market
risk because the fund will have the
absolute right to receive from the issuer
of the underlying security an equal number
of shares to replace the borrowed stock,
but the fund may incur additional
transaction costs or interest expenses in
connection with any such purchase or
borrowing.

Additional risks exist with respect to
certain of the U.S. government securities
for which an underlying fund may write
covered call options.  If a fund writes
covered call options on mortgage-backed
securities, the securities that it holds as
cover may, because of scheduled
amortization or unscheduled prepayments,
cease to be sufficient cover.  The fund
will compensate for the decline in the
value of the cover by purchasing an
appropriate additional amount of those
securities.

Stock Index Options.  Certain of the
underlying funds may purchase and write put
and call options on U.S. stock indexes
listed on U.S. exchanges for the purpose of
hedging their portfolios.  A stock index
fluctuates with changes in the market
values of the stocks included in the index.
Some stock index options are based on a
broad market index such as the New York
Stock Exchange Composite Index or a
narrower market index such as the Standard
& Poor's 100.

Options on stock indexes are similar to
options on stock except that (a) the
expiration cycles of stock index options
are monthly, while those of stock options
currently are quarterly, and (b) the
delivery requirements are different.
Instead of giving the right to take or make
delivery of stock at a specified price, an
option on a stock index gives the holder
the right to receive a cash "exercise
settlement amount" equal to (a) the amount,
if any, by which the fixed exercise price
of the option exceeds (in the case of a
put) or is less than (in the case of a
call) the closing value of the underlying
index on the date of exercise, multiplied
by (b) a fixed "index multiplier." Receipt
of this cash amount will depend upon the
closing level of the stock index upon which
the option is based being greater than, in
the case of a call, or less than, in the
case of a put, the exercise price of the
option.  The amount of cash received will
be equal to such difference between the
closing price of the index and the exercise
price of the option expressed in dollars
times a specified multiple.  The writer of
the option is obligated, in return for the
premium received, to make delivery of this
amount.  The writer may offset its position
in stock index options prior to expiration
by entering into a closing transaction on
an exchange or it may let the options
expire unexercised.

The effectiveness of purchasing or writing
stock index options as a hedging technique
will depend upon the extent to which price
movements in the portion of a securities
portfolio being hedged correlate with price
movements of the stock index selected.
Because the value of an index option
depends upon movements in the level of the
index rather than the price of a particular
stock, whether a fund will realize a gain
or loss from the purchase or writing of
options on an index depends upon movements
in the level of stock prices in the stock
market generally or, in the case of certain
indexes, in an industry or market segment,
rather than movements in the price of a
particular stock.  Accordingly, successful
use by a fund of options on stock indexes
will be subject to its adviser's ability to
predict correctly movements in the
direction of the stock market generally or
of a particular industry.  This requires
different skills and techniques than
predicting changes in the prices of
individual stocks.

An underlying fund will engage in stock
index options transactions only when
determined by its adviser to be consistent
with the fund's efforts to control risk.
There can be no assurance that such
judgment will be accurate or that the use
of these portfolio strategies will be
successful.  When a fund writes an option
on a stock index, the fund will establish a
segregated account with its custodian in an
amount equal to the market value of the
option and will maintain the account while
the option is open.


Currency Transactions.  Certain of the
underlying funds may enter into forward
currency exchange transactions.  A forward
currency contract is an obligation to
purchase or sell a currency against another
currency at a future date and price as
agreed upon by the parties.  An underlying
fund that enters into a forward currency
contract may either accept or make delivery
of the currency at the maturity of the
forward contract or, prior to maturity,
enter into a closing transaction involving
the purchase or sale of an offsetting
contract.  A fund may engage in forward
currency transactions in anticipation of,
or to protect itself against, fluctuations
in exchange rates.  A fund might sell a
particular foreign currency forward, for
example, when it holds bonds denominated in
that currency but anticipates, and seeks to
be protected against, decline in the
currency against the U.S. dollar.
Similarly, a fund may sell the U.S. dollar
forward when it holds bonds denominated in
U.S. dollars but anticipates, and seeks to
be protected against, a decline in the U.S.
dollar relative to other currencies.
Further, a fund may purchase a currency
forward to "lock in" the price of
securities denominated in that currency
which it anticipates purchasing.

Transaction hedging is the purchase or sale
of forward currency contracts with respect
to a specific receivable or payable of the
fund generally arising in connection with
the purchase or sale of its securities.
Position hedging, generally, is the sale of
forward currency contracts with respect to
portfolio security positions denominated or
quoted in the currency.  A fund may not
position hedge with respect to a particular
currency to an extent greater than the
aggregate market value at any time of the
security or securities held in its
portfolio denominated or quoted in or
currently convertible (such as through
exercise of an option or consummation of a
forward currency contract) into that
particular currency, except that certain
underlying funds may utilize forward
currency contracts denominated in the
European Currency Unit to hedge portfolio
security positions when a security or
securities are denominated in currencies of
member countries in the European Monetary
System.  If a fund enters into a
transaction hedging or position hedging
transaction, it will cover the transaction
through one or more of the following
methods: (a) ownership of the underlying
currency or an option to purchase such
currency; (b) ownership of an option to
enter into an offsetting forward currency
contract; (c) entering into a forward
contract to purchase currency being sold or
to sell currency being purchased, provided
that such covering contract is itself
covered by any one of these methods unless
the covering contract closes out the first
contract; or (d) depositing into a
segregated account with the custodian or a
sub-custodian of the fund cash or readily
marketable securities in an amount equal to
the value of the fund's total assets
committed to the consummation of the
forward currency contract and not otherwise
covered.  In the case of transaction
hedging, any securities placed in an
account must be liquid securities.  In any
case, if the value of the securities placed
in the segregated account declines,
additional cash or securities will be
placed in the account so that the value of
the account will equal the above amount.
Hedging transactions may be made from any
foreign currency into dollars or into other
appropriate currencies.

At or before the maturity of a forward
contract, a fund either may sell a
portfolio security and make delivery of the
currency, or retain the security and offset
its contractual obligation to deliver the
currency by purchasing a second contract
pursuant to which the relevant Fund will
obtain, on the same maturity date, the same
amount of the currency which it is
obligated to deliver.  If a fund retains
the portfolio security and engages in an
offsetting transaction, the fund, at the
time of execution of the offsetting
transaction, will incur a gain or loss to
the extent movement has occurred in forward
contract prices.  Should forward prices
decline during the period between a fund's
entering into a forward contract for the
sale of a currency and the date that it
enters into an offsetting contract for the
purchase of the currency, the fund will
realize a gain to the extent that the price
of the currency it has agreed to sell
exceeds the price of the currency it has
agreed to purchase.  Should forward prices
increase, the fund will suffer a loss to
the extent the price of the currency it has
agreed to purchase exceeds the price of the
currency it has agreed to sell.

The cost to a fund of engaging in currency
transactions varies with factors such as
the currency involved, the length of the
contract period and the market conditions
then prevailing.  Because transactions in
currency exchange are usually conducted on
a principal basis, no fees or commissions
are involved.  The use of forward currency
contracts does not eliminate fluctuations
in the underlying prices of the securities,
but it does establish a rate of exchange
that can be achieved in the future.  In
addition, although forward currency
contracts limit the risk of loss due to a
decline in the value of the hedged
currency, at the same time, they limit any
potential gain that might result should the
value of the currency increase.  If a
devaluation is generally anticipated a fund
may not be able to contract to sell the
currency at a price above the devaluation
level it anticipates.

Foreign Currency Options.  Certain
underlying funds may purchase or write put
and call options on foreign currencies for
the purpose of hedging against changes in
future currency exchange rates.  Foreign
currency options generally have three, six
and nine month expiration cycles.  Put
options convey the right to sell the
underlying currency at a price which is
anticipated to be higher than the spot
price of the currency at the time the
option expires.  Call options convey the
right to buy the underlying currency at a
price which is expected to be lower than
the spot price of the currency at the time
that the option expires.

An underlying fund may use foreign currency
options under the same circumstances that
it could use forward currency exchange
transactions.  A decline in the dollar
value of a foreign currency in which a
fund's securities are denominated, for
example, will reduce the dollar value of
the securities, even if their value in the
foreign currency remains constant.  In
order to protect against such diminution in
the value of securities that it holds, the
fund may purchase put options on the
foreign currency.  If the value of the
currency does decline, the fund will have
the right to sell the currency for a fixed
amount in dollars and will thereby offset,
in whole or in part, the adverse effect on
its securities that otherwise would have
resulted.  Conversely, if a rise in the
dollar value of a currency in which
securities to be acquired are denominated
is projected, thereby potentially
increasing the cost of the securities, the
fund may purchase call options on the
particular currency.  The purchase of these
options could offset, at least partially,
the effects of the adverse movements in
exchange rates.  The benefit to the fund
derived from purchases of foreign currency
options, like the benefit derived from
other types of options, will be reduced by
the amount of the premium and related
transaction costs.  In addition, if
currency exchange rates do not move in the
direction or to the extent anticipated, the
fund could sustain losses on transactions
in foreign currency options that would
require it to forego a portion or all of
the benefits of advantageous changes in the
rates.

Futures Contracts.  The purpose of the
acquisition or sale of a futures contract
by a fund is to mitigate the effects of
fluctuations in interest rates or currency
or market values, depending on the type of
contract, on securities or their values
without actually buying or selling the
securities.  Of course, because the value
of portfolio securities will far exceed the
value of the futures contracts sold by a
fund, an increase in the value of the
futures contracts could only mitigate --
but not totally offset -- the decline in
the value of the fund.

Certain of the underlying funds may enter
into futures contracts or related options
on futures contracts that are traded on a
domestic or foreign exchange or in the
over-the-counter market.  Generally, these
investments may be made solely for the
purpose of hedging against changes in the
value of its portfolio securities due to
anticipated changes in interest rates,
currency values and/or market conditions
when the transactions are economically
appropriate to the reduction of risks
inherent in the management of the fund and
not for purposes of speculation.  However,
the International All Cap Growth Portfolio
may also enter into futures transactions
for non-hedging purposes, subject to
applicable law.  The ability of the funds
to trade in futures contracts may be
limited by the requirements of the Internal
Revenue Code of 1986 as amended (the
"Code"), applicable to a regulated
investment company.

No consideration is paid or received by a
fund upon entering into a futures contract.
Initially, a fund will be required to
deposit with its custodian an amount of
cash or cash equivalents equal to
approximately 1% to 10% of the contract
amount (this amount is subject to change by
the board of trade on which the contract is
traded and members of such board of trade
may charge a higher amount).  This amount,
known as initial margin, is in the nature
of a performance bond or good faith deposit
on the contract and is returned to a fund
upon termination of the futures contract,
assuming that all contractual obligations
have been satisfied.  Subsequent payments,
known as variation margin, to and from the
broker, will be made daily as the price of
the securities, currency or index
underlying the futures contract fluctuates,
making the long and short positions in the
futures contract more or less valuable, a
process known as "marking-to-market." At
any time prior to expiration of a futures
contract, a fund may elect to close the
position by taking an opposite position,
which will operate to terminate the fund's
existing position in the contract.

Several risks are associated with the use
of futures contracts as a hedging device.
Successful use of futures contracts by a
fund is subject to the ability of its
adviser to predict correctly movements in
interest rates, stock or bond indices or
foreign currency values.  These predictions
involve skills and techniques that may be
different from those involved in the
management of the portfolio being hedged.
In addition, there can be no assurance that
there will be a correlation between
movements in the price of the underlying
securities, currency or index and movements
in the price of the securities which are
the subject of the hedge.  A decision of
whether, when and how to hedge involves the
exercise of skill and judgment, and even a
well-conceived hedge may be unsuccessful to
some degree because of market behavior or
unexpected trends in interest rates or
currency values.

There is no assurance that an active market
will exist for futures contracts at any
particular time.  Most futures exchanges
and boards of trade limit the amount of
fluctuation permitted in futures contract
prices during a single trading day.  Once
the daily limit has been reached in a
particular contract, no trades may be made
that day at a price beyond that limit.  It
is possible that futures contract prices
could move to the daily limit for several
consecutive trading days with little or no
trading, thereby preventing prompt
liquidation of futures positions and
subjecting some futures traders to
substantial losses.  In such event, and in
the event of adverse price movements, a
fund would be required to make daily cash
payments of variation margin, and an
increase in the value of the portion of the
portfolio being hedged, if any, may
partially or completely offset losses on
the futures contract.  As described above,
however, there is no guarantee that the
price of the securities being hedged will,
in fact, correlate with the price movements
in a futures contract and thus provide an
offset to losses on the futures contract.

If a fund has hedged against the
possibility of a change in interest rates
or currency or market values adversely
affecting the value of securities held in
its portfolio and rates or currency or
market values move in a direction opposite
to that which the fund has anticipated, the
fund will lose part or all of the benefit
of the increased value of securities which
it has hedged because it will have
offsetting losses in its futures positions.
In addition, in such situations, if the
fund had insufficient cash, it may have to
sell securities to meet daily variation
margin requirements at a time when it may
be disadvantageous to do so.  These sales
of securities may, but will not
necessarily, be at increased prices which
reflect the change in interest rates or
currency values, as the case may be.


Options on Futures Contracts.  An option on
an interest rate futures contract, as
contrasted with the direct investment in
such a contract, gives the purchaser the
right, in return for the premium paid, to
assume a position in the underlying
interest rate futures contract at a
specified exercise price at any time prior
to the expiration date of the option.  An
option on a foreign currency futures
contract, as contrasted with the direct
investment in such a contract, gives the
purchaser the right, but not the
obligation, to assume a long or short
position in the relevant underlying foreign
currency futures contract at a
predetermined exercise price at a time in
the future.  Upon exercise of an option,
the delivery of the futures position by the
writer of the option to the holder of the
option will be accompanied by delivery of
the accumulated balance in the writer's
futures margin account, which represents
the amount by which the market price of the
futures contract exceeds, in the case of a
call, or is less than, in the case of a
put, the exercise price of the option on
the futures contract.  The potential for
loss related to the purchase of an option
on futures contracts is limited to the
premium paid for the option (plus
transaction costs).  Because the value of
the option is fixed at the point of sale,
there are no daily cash payments to reflect
changes in the value of the underlying
contract; however, the value of the option
does change daily and that change would be
reflected in the net asset value of a fund
investing in the options.

Several risks are associated with options
on futures contracts.  The ability to
establish and close out positions on such
options will be subject: to the existence
of a liquid market.  In addition, the
purchase of put or call options on interest
rate and foreign currency futures will be
based upon predictions by a fund's adviser
as to anticipated trends in interest rates
and currency values, as the case may be,
which could prove to be incorrect.  Even if
the expectations of an adviser are correct,
there may be an imperfect correlation
between the change in the value of the
options and of the portfolio securities in
the currencies being hedged.

Foreign Commodity Exchanges.  Unlike
trading on domestic commodity exchanges,
trading on foreign commodity exchanges is
not regulated by the Commodity Futures
Trading Commission and may be subject to
greater risks than trading on domestic
exchanges.  For example, some foreign
exchanges may be principal markets so that
no common clearing facility exists and a
trader may look only to the broker for
performance of the contract.  In addition,
unless an underlying fund trading on a
foreign commodity exchange hedges against
fluctuations in the exchange rate between
the U.S. dollar and the currencies in which
trading is done on foreign exchanges, any
profits that the fund might realize in
trading could be eliminated by adverse
changes in the exchange rate, or the fund
could incur losses as a result of those
changes.

Swap Agreements.  Among the hedging
transactions into which certain underlying
funds may enter are interest rate swaps and
the purchase or sale of interest rate caps
and floors. Interest rate swaps involve the
exchange by a fund with another party of
their respective commitments to pay or
receive interest, e.g., an exchange of
floating rate payments for fixed rate
payments.  The purchase of an interest rate
cap entitles the purchaser, to the extent
that a specified index exceeds a
predetermined interest rate, to receive
payments of interest on a notional
principal amount from the party selling
such interest rate cap.  The purchase of an
interest rate floor entitles the purchaser,
to the extent that a specified index fails
below a predetermined interest rate, to
receive payment of interest on a notional
principal amount from the party selling
such interest rate floor.

Certain underlying funds may enter into
interest rate swaps, caps and floors on
either an asset-based or liability-based
basis, depending on whether a fund is
hedging its assets or its liabilities, and
will usually enter into interest rate swaps
on a net basis, i.e., the two payment
streams are netted, with the fund receiving
or paying, as the case may be, only the net
amount of the two payments.  Inasmuch as
these hedging transactions are entered into
for good faith hedging purposes, the
investment adviser and the fund believe
such obligations do not constitute senior
securities and accordingly will not treat
them as being subject to its borrowing
restrictions.  The net amount of the
excess, if any, of a fund's obligations
over its entitlements with respect to each
interest rate swap will be accrued on a
daily basis and an amount of cash or liquid
securities having an aggregate net asset
value at least equal to the accrued excess
will be maintained in a segregated account
with PFPC Trust Company.  If there is a
default by the other party to such a
transaction, a fund will have contractual
remedies pursuant to the agreement related
to the transaction.  The swap market has
grown substantially in recent years with a
large number of banks and investment
banking firms acting both as principals and
as agents.  As a result, the swap market
has become relatively liquid.  Caps and
floors are more recent innovations for
which standardized documentation has not
yet been developed and, accordingly, they
are less liquid than swaps.


ADDITIONAL RISK FACTORS

Investment in Other Mutual Funds.  The
investments of each portfolio are
concentrated in underlying funds so each
portfolio's investment performance is
directly related to the investment
performance of the underlying funds held by
it.  The ability of each portfolio to meet
its investment objective is directly
related to the ability of the underlying
funds to meet their objectives as well as
the allocation among those underlying funds
by TIA.  There can be no assurance that the
investment objective of any portfolio or
any underlying fund will be achieved.  The
portfolios will only invest in Class Y
shares of the underlying Smith Barney funds
and, accordingly, will not pay any sales
loads or 12b-1 or service or distribution
fees in connection with their investments
in shares of the underlying funds.  The
portfolios, however, will indirectly bear
their pro rata share of the fees and
expenses incurred by the underlying Smith
Barney funds that are applicable to Class Y
shareholders.  The investment returns of
each portfolio, therefore, will be net of
the expenses of the underlying funds in
which it is invested.

Non-Diversified Portfolios.  Each portfolio
and certain of the underlying funds are
classified as non-diversified investment
companies under the 1940 Act.  Since, as a
non-diversified investment company, each
such company is permitted to invest a
greater proportion of its assets in the
securities of a smaller number of issuers,
each such company may be subject to greater
risk with respect to its individual
portfolio than an investment company that
is more broadly diversified.

Securities of Unseasoned Issuers.
Securities in which certain of the
underlying funds may invest may have
limited marketability and, therefore, may
be subject to wide fluctuations in market
value.  In addition, certain securities may
lack a significant operating history and be
dependent on products or services without
an established market share.

Floating and Variable Rate Income
Securities.  Floating and variable rate
income securities include securities whose
rates vary inversely with changes in market
rates of interest.  Such securities may
also pay a rate of interest determined by
applying a multiple to the variable rate.
The extent of increases and decreases in
the value of securities whose rates vary
inversely with changes in market rates of
interest generally will be larger than
comparable changes in the value of an equal
principal amount of a fixed rate security
having similar credit quality, redemption
provisions and maturity.

Zero Coupon, Discount and Payment-in-Kind
Securities.  Zero coupon securities
generally pay no cash interest (or
dividends in the case of preferred stock)
to their holders prior to maturity.
Payment-in-kind securities allow the
lender, at its option, to make current
interest payments on such securities either
in cash or in additional securities.
Accordingly, such securities usually are
issued and traded at a deep discount from
their face or par value and generally are
subject to greater fluctuations of market
value in response to changing interest
rates than securities of comparable
maturities and credit quality that pay cash
interest (or dividends in the case of
preferred stock) on a current basis.

Premium Securities.  Premium securities are
income securities bearing coupon rates
higher than prevailing market rates.
Premium securities are typically purchased
at prices greater than the principal
amounts payable on maturity.  If securities
purchased by an underlying fund at a
premium are called or sold prior to
maturity, the fund will recognize a capital
loss to the extent the call or sale price
is less than the purchase price.
Additionally, the fund will recognize a
capital loss if it holds such securities to
maturity.

Yankee Bonds.  Yankee bonds are U.S.
dollar-denominated bonds sold in the U.S.
by non-U.S. issuers.  As compared with
bonds issued in the U.S., such bond issues
normally carry a higher interest rate but
are less actively traded.

Sovereign Debt Obligations.  Sovereign debt
of developing countries may involve a high
degree of risk, and may be in default or
present the risk of default.  Governmental
entities responsible for repayment of the
debt may be unable or unwilling to repay
principal and interest when due, and may
require renegotiation or rescheduling of
debt payments.  In addition, prospects for
repaying of principal and interest may
depend on political as well as economic
factors.  Although some sovereign debt,
such as Brady Bonds, is collateralized by
U.S. government securities, repayment of
principal and interest is not guaranteed by
the U.S. government.

Brady Bonds.  A significant amount of the
Brady bonds that the underlying funds may
purchase have no or limited
collateralization, and an underlying fund
will be relying for payment of interest and
(except in the case of principal
collateralized Brady bonds) principal
primarily on the willingness and ability of
the foreign government to make payment in
accordance with the terms of the Brady
bonds.  In the event of a default on
collateralized Brady bonds for which
obligations are accelerated, the collateral
for the payment of principal will not be
distributed to investors, nor will such
obligations be sold and the proceeds
distributed.  In light of the residual risk
of the Brady bonds and, among other
factors, the history of default with
respect to commercial bank loans by public
and private entities of countries issuing
Brady bonds, investments in Brady bonds are
to be viewed as speculative.

Sovereign obligors in developing and
emerging market countries are among the
world's largest debtors to commercial
banks, other governments, international
financial organizations and other financial
institutions.  These obligors have in the
past experienced substantial difficulties
in servicing their external debt
obligations, which led to defaults on
certain obligations and the restructuring
of certain indebtedness.  Restructuring
arrangements have included, among other
things, reducing and rescheduling interest
and principal payments by negotiating new
or amended credit agreements or converting
outstanding principal and unpaid interest
to Brady bonds, and obtaining new credit to
finance interest payments.  Holders of
certain foreign sovereign debt securities
may be requested to participate in the
restructuring of such obligations and to
extend further loans to their issuers.
There can be no assurance that the Brady
bonds and other foreign sovereign debt
securities in which the funds may invest
will not be subject to similar
restructuring arrangements or to requests
for new credit which may adversely affect a
fund's holdings.  Furthermore, certain
participants in the secondary market for
such debt may be directly involved in
negotiating the terms of these arrangements
and may therefore have access to
information not available to other market
participants.

Restrictions on Foreign Investment.  Some
countries prohibit or impose substantial
restrictions on investments in their
capital markets, particularly their equity
markets, by foreign entities.  For example,
certain countries require governmental
approval prior to investments by foreign
persons, or limit the amount of investment
by foreign persons in a particular company,
or limit the investment by foreign persons
to only a specific class of securities of a
company that may have less advantageous
terms than securities of the company
available for purchase by nationals or
limit the repatriation of funds for a
period of time.

Smaller capital markets, while often
growing in trading volume, have
substantially less volume than U.S.
markets, and securities in many smaller
capital markets are less liquid and their
prices may be more volatile than securities
of comparable U.S. companies.  Brokerage
commissions, custodial services, and other
costs relating to investment in smaller
capital markets are generally more
expensive than in the U.S. Such markets
have different clearance and settlement
procedures, and in certain markets there
have been times when settlements have been
unable to keep pace with the volume of
securities transactions, making it
difficult to conduct such transactions.
Further, satisfactory custodial services
for investment securities may not be
available in some countries having smaller
capital markets, which may result in an
underlying fund incurring additional costs
and delays in transporting and custodying
such securities outside such countries.
Delays in settlement could result in
temporary periods when assets of a fund are
uninvested and no return is earned thereon.
The inability of an underlying fund to make
intended security purchases due to
settlement problems could cause such fund
to miss attractive investment
opportunities.  Inability to dispose of a
portfolio security due to settlement
problems could result either in losses to
the fund due to subsequent declines in
value of the portfolio security or, if the
fund has entered into a contract to sell
the security, could result in possible
liability to the purchaser.  There is
generally less government supervision and
regulation of exchanges, brokers and
issuers in countries having smaller capital
markets than there is in the U.S.

Economic and Monetary Union (EMU).  EMU
began on January 1, 1999 when 11 European
countries adopted a single currency -- the
Euro.  EMU may create new economic
opportunities for investors, such as lower
interest rates, easier cross-border
mergers, acquisitions and similar
restructurings, more efficient distribution
and product packaging and greater
competition.  Budgetary decisions remain in
the hands of each participating country,
but are subject to each country's
commitment to avoid "excessive deficits"
and other more specific budgetary criteria.
A European Central Bank is responsible for
setting the official interest rate within
the Euro zone.  EMU and the introduction of
the Euro, however, present unique risks and
uncertainties for investors in EMU-
participating countries, including:  (i)
monetary and economic union on this scale
has never before been attempted; (ii) there
is uncertainty whether participating
countries will remain committed to EMU in
the face of changing economic conditions;
(iii) instability within EMU may increase
the volatility of European markets and may
adversely affect the prices of securities
of European issuers in the funds'
portfolios; (iv) there is uncertainty
concerning the fluctuation of the Euro
relative to non-Euro currencies during the
transition period; and (v) there is no
assurance that interest rate, tax and labor
regimes of EMU-participating countries will
converge over time.  These and other
factors may cause market disruption and
could adversely affect European securities
and currencies held by the funds.

Mortgage-Related securities.  To the extent
that an underlying fund purchases mortgage-
related securities at a premium, mortgage
foreclosures and prepayments of principal
by mortgagors (which may be made at any
time without penalty) may result in some
loss of the fund's principal investment to
the extent of the premium paid.  The
underlying fund's yield may be affected by
reinvestment of prepayments at higher or
lower rates than the original investment.
In addition, like other debt securities,
the values of mortgage-related securities,
including government and government-related
mortgage pools, generally will fluctuate in
response to market interest rates.

Non-Publicly Traded and Illiquid
Securities.  The sale of securities that
are not publicly traded is typically
restricted under the Federal securities
laws.  As a result, an underlying fund may
be forced to sell these securities at less
than fair market value or may not be able
to sell them when the fund's adviser
believes it desirable to do so.
Investments by an underlying fund in
illiquid securities are subject to the risk
that should the fund desire to sell any of
these securities when a ready buyer is not
available at a price that the fund's
adviser deems representative of its value,
the value of the underlying fund's net
assets could be adversely affected.

High Yield Securities.  An underlying fund
may invest in high yield, below investment
grade securities.  Investments in high
yield securities are subject to special
risks, including a greater risk of loss of
principal and non-payment of interest.  An
investor should carefully consider the
following factors before investing in these
funds.

Generally, high yield, below investment
grade securities offer a higher return
potential than higher-rated securities but
involve greater volatility of price and
greater risk of loss of income and
principal, including the possibility of
default or bankruptcy of the issuers of
such securities.  Below investment grade
securities and comparable non-rated
securities will likely have large
uncertainties or major risk exposure to
adverse conditions and are predominantly
speculative with respect to the issuer's
capacity to pay interest and repay
principal in accordance with the terms of
the obligation.  The occurrence of adverse
conditions and uncertainties would likely
reduce the value of securities held by an
underlying fund, with a commensurate effect
on the value of the underlying fund's
shares.

The markets in which below investment grade
securities or comparable non-rated
securities are traded generally are more
limited than those in which higher-quality
securities are traded.  The existence of
limited markets for these securities may
restrict the availability of securities for
an underlying fund to purchase and also may
restrict the ability of an underlying fund
to obtain accurate market quotations for
purposes of valuing securities and
calculating net asset value or to sell
securities at their fair value.  An
economic downturn could adversely affect
the ability of issuers of high yield
securities to repay principal and pay
interest thereon.

While the market values of below investment
grade securities and comparable non-rated
securities tend to react less to
fluctuations in interest rate levels than
do those of higher-quality securities, the
market values of certain of these
securities also tend to be more sensitive
to individual corporate developments and
changes in economic conditions than higher-
quality securities.  In addition, below
investment grade securities and comparable
non-rated securities generally present a
higher degree of credit risk.  Issuers of
below investment grade securities and
comparable non-rated securities are often
highly leveraged and may not have more
traditional methods of financing available
to them so that their ability to service
their debt obligations during an economic
downturn or during sustained periods of
rising interest rates may be impaired.  The
risk of loss due to default by such issuers
is significantly greater because below
investment grade securities and comparable
non-rated securities generally are
unsecured and frequently are subordinated
to the prior payment of senior
indebtedness.  An underlying fund may incur
additional expenses to the extent that it
is required to seek recovery upon a default
in the payment of principal or interest on
its portfolio holdings.

Short Sales.  Possible losses from short
sales differ from losses that could be
incurred from a purchase of a security,
because losses from short sales may be
unlimited, whereas losses from purchases
can equal only the total amount invested.

Repurchase Agreements.  Repurchase
agreements, as utilized by an underlying
fund or a portfolio of the Allocation
Series, could involve certain risks in the
event of default or insolvency of the other
party, including possible delays or
restrictions upon the ability of an
underlying fund or a portfolio to dispose
of the underlying securities, the risk of a
possible decline in the value of the
underlying securities during the period in
which an underlying fund or a portfolio
seeks to assert its rights to them, the
risk of incurring expenses associated with
asserting those rights and the risk of
losing all or part of the income from the
agreement.

Reverse Repurchase Agreements.  Certain of
the underlying funds may engage in reverse
repurchase agreement transactions with
banks, brokers and other financial
institutions.  Reverse repurchase
agreements involve the risk that the market
value of the securities sold by the
underlying fund may decline below the
repurchase price of the securities.

Lending of Portfolio Securities.  The risks
in lending portfolio securities, like those
associated with other extensions of secured
credit, consist of possible delays in
receiving additional collateral or in the
recovery of the securities or possible loss
of rights in the collateral should the
borrower fail financially.  Loans will be
made to firms deemed by the adviser to the
underlying fund to be of good standing and
will not be made unless, in the judgment of
the adviser, the consideration to be earned
from such loans would justify the risk.

When-Issued Securities and Delayed-Delivery
Transactions.  The purchase of securities
on a when-issued or delayed-delivery basis
involves the risk that, as a result of an
increase in yields available in the
marketplace, the value of the securities
purchased will decline prior to the
settlement date.  The sale of securities
for delayed delivery involves the risk that
the prices available in the market on the
delivery date may be greater than those
obtained in the sale transaction.

Leverage.  Certain of the underlying funds
may borrow from banks, on a secured or
unsecured basis, in order to leverage their
portfolios.  Leverage creates an
opportunity for increased returns to
shareholders of an underlying fund but, at
the same time, creates special risk
considerations.  For example, leverage may
exaggerate changes in the net asset value
of a fund's shares and in a fund's yield.
Although the principal or stated value of
such borrowings will be fixed, the fund's
assets may change in value during the time
the borrowing is outstanding.  Leverage
will create interest expenses for the fund
that can exceed the income from the assets
retained.  To the extent the income or
other gain derived from securities
purchased with borrowed funds exceeds the
interest the fund will have to pay in
respect thereof, the fund's net income or
other gain will be greater than if leverage
had not been used.  Conversely, if the
income or other gain from the incremental
assets is not sufficient to cover the cost
of leverage, the net income or other gain
of the fund will be less than if leverage
had not been used.  If the amount of income
for the incremental securities is
insufficient to cover the cost of
borrowing, securities might have to be
liquidated to obtain required funds.
Depending on market or other conditions,
such liquidations could be disadvantageous
to the underlying fund.

Indexed Securities.  Certain of the
underlying funds may invest in indexed
securities, including inverse floaters,
whose value is linked to currencies,
interest rates, commodities, indices, or
other financial indicators.  Indexed
securities may be positively or negatively
indexed (i.e., their value may increase or
decrease if the underlying instrument
appreciates), and may have return
characteristics similar to direct
investments in the underlying instrument or
to one or more options on the underlying
instrument.  Indexed securities may be more
volatile than the underlying instrument
itself.

Forward Roll Transactions.  Forward roll
transactions involve the risk that the
market value of the securities sold by an
underlying fund may decline below the
repurchase price of the securities.
Forward roll transactions are considered
borrowings by a fund.  Although investing
the proceeds of these borrowings in
repurchase agreements or money market
instruments may provide an underlying fund
with the opportunity for higher income,
this leveraging practice will increase a
fund's exposure to capital risk and higher
current expenses.  Any income earned from
the securities purchased with the proceeds
of these borrowings that exceeds the cost
of the borrowings would cause a fund's net
asset value per share to increase faster
than would otherwise be the case; any
decline in the value of the securities
purchased would cause a fund's net asset
value per share to decrease faster than
would otherwise be the case.

Swap Agreements.  As one way of managing
its exposure to different types of
investments, certain of the underlying
funds may enter into interest rate swaps,
currency swaps, and other types of swap
agreements such as caps, collars, and
floors.  Swap agreements can be highly
volatile and may have a considerable impact
on a fund's performance.  Swap agreements
are subject to risks related to the
counterparty's ability to perform, and may
decline in value if the counterparty's
creditworthiness deteriorates.  A fund may
also suffer losses if it is unable to
terminate outstanding swap agreements or
reduce its exposure through offsetting
transactions.


INVESTMENT RESTRICTIONS

The Allocation Series has adopted the
following fundamental investment
restrictions for the protection of
shareholders.  Under the 1940 Act, a
fundamental policy of a portfolio may not
be changed without the vote of a majority,
as defined in the 1940 Act, of the
outstanding voting securities of the
portfolio.  Such majority is defined as the
lesser of (a) 67% or more of the shares
present at the meeting, if the holders of
more than 50% of the outstanding shares of
the portfolio are present or represented by
proxy, or (b) more than 50% of the
outstanding shares.  The percentage
limitations contained in the restrictions
listed below (other than with respect to
(1) below) apply at the time of purchases
of securities.

The investment policies adopted by the
Allocation Series prohibit a portfolio
from:

1.	Borrowing money except that (a)
the portfolio may borrow from
banks for temporary or emergency
(not leveraging) purposes,
including the meeting of
redemption requests which might
otherwise require the untimely
disposition of securities, and
(b) the portfolio may, to the
extent consistent with its
investment policies, enter into
reverse repurchase agreements,
forward roll transactions and
similar investment strategies
and techniques.  To the extent
that it engages in transactions
described in (a) and (b), the
portfolio will be limited so
that no more than 33-1/3% of the
value of its total assets
(including the amount borrowed)
valued at the lesser of cost or
market, less liabilities (not
including the amount borrowed),
is derived from such
transactions.

2.	Making loans.  This restriction
does not apply to: (a) the
purchase of debt obligations in
which the portfolio may invest
consistent with its investment
objectives and policies; (b)
repurchase agreements; and (c)
loans of its portfolio
securities, to the fullest
extent permitted under the 1940
Act.

3.	Engaging in the business of
underwriting securities issued
by other persons, except to the
extent that the portfolio may
technically be deemed to be an
underwriter under the Securities
Act of 1933, as amended, in
disposing of portfolio
securities.

4.	Purchasing or selling real
estate, real estate mortgages,
commodities or commodity
contracts, but this restriction
shall not prevent the portfolio
from (a) investing in securities
of issuers engaged in the real
estate business or business of
investing in real estate
(including interests in limited
partnerships owning or otherwise
engaging in the real estate
business or the business of
investing in real estate) and
securities which are secured by
real estate or interests
therein; (b) holding or selling
real estate received in
connection with securities it
holds or held; (c) trading in
futures contracts and options on
futures contracts (including
options on currencies to the
extent consistent with the
portfolio's investment objective
and policies); or (d) investing
in real estate investment trust
securities.

5.	Issuing "senior securities" as
defined in the 1940 Act and the
rules, regulations and orders
thereunder, except as permitted
under the 1940 Act and the
rules, regulations and orders
thereunder.

The portfolios have also adopted certain
nonfundamental investment restrictions that
may be changed by the portfolios' Board of
Directors at any time.  Accordingly the
portfolios are prohibited from:

1.	Purchasing securities on margin.

2.	Making short sales of securities
or maintaining a short position.

3.	Pledging, hypothecating,
mortgaging or otherwise
encumbering more than 33-1/3% of
the value of a portfolio's total
assets.

4.	Investing in oil, gas or other
mineral exploration or
development programs.

5.	Writing or selling puts, calls,
straddles, spreads or
combinations thereof

6.	Purchasing restricted
securities, illiquid securities
(such as repurchase agreements
with maturities in excess of
seven days) or other securities
that are not readily marketable.

7.	Purchasing any security if as a
result the portfolio would then
have more than 5% of its total
assets invested in securities of
companies (including
predecessors) that have been in
continuous operation for fewer
than three years (except for
underlying funds).

8.	Making investments for the
purpose of exercising control or
management.

9.	Purchasing or retaining
securities of any company if, to
the knowledge of the Allocation
Series, any officer or Director
of the Allocation Series or TIA
individually owns more than 1/2
of 1% of the outstanding
securities of such company and
together they own beneficially
more than 5% of such securities.

Notwithstanding the foregoing investment
restrictions, the underlying funds in which
the portfolios invest have adopted certain
investment restrictions which may be more
or less restrictive than those listed
above, thereby permitting a portfolio to
engage in investment strategies indirectly
that are prohibited under the investment
restrictions listed above.  The investment
restrictions of an underlying fund are
located in its SAI.

Under Section 12d(l)(G) of the 1940 Act,
each portfolio may invest substantially all
of its assets in the underlying funds.

Because of their investment objectives and
policies, the portfolios will each
concentrate more than 25% of their assets
in the mutual fund industry.  In accordance
with the portfolios' investment programs
set forth in the prospectus, each of the
portfolios may invest more than 25% of its
assets in certain underlying funds.
However, each of the underlying funds in
which each portfolio will invest (other
than the Smith Barney Money Funds, Inc. -
Cash Portfolio) will not concentrate more
than 25% of its total assets in any one
industry.  The Smith Barney Money Funds,
Inc. - Cash Portfolio will invest at least
25% of its assets in obligations issued by
banks.


PORTFOLIO TURNOVER

Each portfolio's turnover rate is not
expected to exceed 25% annually.  Under
certain market conditions, a portfolio may
experience high portfolio turnover as a
result of its investment strategies.  A
portfolio may purchase or sell securities
to: (a) accommodate purchases and sales of
its shares, (b) change the percentages of
its assets invested in each of the
underlying funds in response to market
conditions, and (c) maintain or modify the
allocation of its assets between equity and
fixed income funds and among the underlying
funds within the percentage limits
described in the prospectus.

The portfolio turnover for the fiscal years
ended January 31, 2000 and 2001 for each
portfolio is contained in the following
table:





Fiscal Year
Fiscal Year
Name of Portfolio
Ended 01/31/00
Ended 01/31/01
High Growth
Portfolio
0%
7%
Growth Portfolio
0%
 4%
Balanced
Portfolio
 0%
 1%


The turnover rates of the underlying funds
have ranged from 8% to 205% during their
most recent fiscal years.  There can be no
assurance that the turnover rates of these
funds will remain within this range during
subsequent fiscal years.  Higher turnover
rates may result in higher expenses being
incurred by the underlying funds.



PURCHASE OF SHARES

The Allocation Series offers it shares of
capital stock on a continuous basis.
Shares of the Select Portfolios can only be
acquired by buying a contract from an
insurance company designated by Allocation
Series and directing the allocation of part
or all of the net purchase payment to one
or more of five subaccounts (the
"Subaccounts"), each of which invests in a
Select Portfolio as permitted under the
contract prospectus.  Investors should read
this SAI and the prospectus for the Select
Portfolios dated May 1, 2001 along with the
contract prospectus.

Sales Charges and Surrender Charges

The Allocation Series Select Portfolios do
not assess any sales charge, either when
they sell or when they redeem shares of a
portfolio.  Surrender charges may be
assessed under the contract, as described
in the contract prospectus.  Mortality and
expense risk fees and other charges are
also described in that prospectus.

REDEMPTION OF SHARES

The Allocation Series will redeem the
shares of the Select Portfolios presented
by the subaccounts, its sole shareholders,
for redemption.  The subaccounts' policy on
when or whether to buy or redeem portfolio
shares is described in the contract
prospectus.

Payment upon redemption of shares of a
portfolio is normally made within three
days of receipt of such request.  The right
of redemption of shares of a portfolio may
be suspended or the date of payment
postponed (a) for any periods during which
the New York Stock Exchange, Inc. ("NYSE")
is closed (other than for customary weekend
and holiday closings), (b) when trading in
the markets the portfolio customarily
utilizes is restricted, or an emergency, as
defined by the rules and regulations of the
SEC, exists, making disposal of the
portfolio's investments or determination of
its net asset value not reasonably
practicable, or (c) for such other periods
as the SEC by order may permit for the
protection of the portfolio's shareholders.

Should the redemption of shares of a
portfolio be suspended or postponed, the
Allocation Series' Board of Directors may
make a deduction from the value of the
assets of the portfolio to cover the cost
of future liquidations of assets so as to
distribute fairly these costs among all
owners of the contract.


TAXES

General.  The following is a summary of
certain federal income tax considerations
that may affect the Allocation Series and
its shareholders.  The discussion relates
only to federal income tax law as
applicable to U.S. citizens.  Distributions
by the portfolio also may be subject to
state, local and foreign taxes, and their
treatment under state, local and foreign
income tax laws may differ from the federal
income tax treatment.  The summary is not
intended as a substitute for individual tax
advice, and investors are urged to consult
their tax advisors as to the tax
consequences of an investment in any
portfolio of the Allocation Series.

Tax Status of the Portfolios

Each portfolio will be treated as a
separate taxable entity for federal income
tax purposes.

Each portfolio intends to continue to
qualify separately each year as a
"regulated investment company" under the
Code.  A qualified portfolio will not be
liable for Federal income taxes to the
extent that its taxable net investment
income and net realized capital gains are
distributed to its shareholders, provided
that such portfolio distributes at least
90% of the sum of its net investment income
and any excess of its net short-term
capital gain over its net long-term capital
loss.

Each portfolio intends to accrue dividend
income for federal income tax purposes in
accordance with the rules applicable to
regulated investment companies.  In some
cases, these rules may have the effect of
accelerating (in comparison to other
recipients of the dividend) the time at
which the dividend is taken into account by
a portfolio as taxable income.

Each Select Portfolio intends at least
annually to declare and make distributions
of substantially all of its taxable income
and net taxable capital gains to its
shareowners (i.e., the Separate Accounts).
Such distributions are automatically
reinvested in additional shares of the
portfolio at net asset value and are
includable in gross income of the separate
accounts holding such shares.  See the
accompanying contract prospectus for
information regarding the federal income
tax treatment of distributions to the
separate accounts and to holders of the
contracts.

Distributions of an underlying fund's
investment company taxable income are
taxable as ordinary income to a portfolio
which invests in the fund.  Distributions
of the excess of an underlying fund's net
long-term capital gain over its net short-
term capital loss, which are properly
designated as "capital gain dividends," are
taxable as long-term capital gain to a
portfolio which invests in the fund,
regardless of how long the portfolio held
the fund's shares, and are not eligible for
the corporate dividends-received deduction.
Upon the sale or other disposition by a
portfolio of shares of any underlying fund,
the portfolio generally will realize a
capital gain or loss which will be long-
term or short-term, generally depending
upon the portfolio's holding period for the
shares.

The Allocation Series has undertaken to
meet the diversification requirements of
Section 817(h) of the Code.  This
undertaking may limit the ability of a
particular Select Portfolio to make certain
otherwise permitted investments.

If, in any taxable year, the fund fails to
qualify as a regulated investment company
under the Code or fails to meet the
distribution requirement, it would be taxed
in the same manner as an ordinary
corporation and distributions to its
shareholders would not be deductible by the
fund in computing its taxable income.  In
addition, in the event of a failure to
qualify, the fund's distributions, to the
extent derived from the fund's current or
accumulated earnings and profits would
constitute dividends (eligible for the
corporate dividends-received deduction)
which are taxable to shareholders as
ordinary income, even though those
distributions might otherwise (at least in
part) have been treated in the
shareholders' hands as long-term capital
gains.  If the fund fails to qualify as a
regulated investment company in any year,
it must pay out its earnings and profits
accumulated in that year in order to
qualify again as a regulated investment
company.  In addition, if the fund failed
to qualify as a regulated investment
company for a period greater than one
taxable year, the fund may be required to
recognize any net built-in gains (the
excess of the aggregate gains, including
items of income, over aggregate losses that
would have been realized if it had been
liquidated) with respect to certain of its
assets in order to qualify as a regulated
investment company in a subsequent year.

Segregated asset account.  The Allocation
Series has been informed that certain of
the life insurance companies offering
contracts intend to qualify each of the
subaccounts as a "segregated asset account"
within the meaning of the Code.  For a
subaccount to qualify as a segregated asset
account, the Select Portfolio in which such
subaccount holds shares must meet the
diversification requirements of Section
817(h) of the Code and the regulations
promulgated thereunder.  To meet those
requirements, a Select Portfolio generally
may not invest more than certain specified
percentages of its assets in the securities
of any one, two, three or four issuers.
For these purposes, all obligations of the
United States Treasury and each
governmental instrumentality are treated as
securities of separate issuers.

Income on assets of a subaccount qualified
as a segregated asset account whose
underlying investments are adequately
diversified will not be taxable to contract
owners.  However, in the event a subaccount
is not so qualified, all annuities
allocating any amount of premiums to such
subaccount will not qualify as annuities
for federal income tax purposes and the
holders of such annuities would be taxed on
any income on the annuities for any taxable
year.

Taxation of the underlying funds.  Each
underlying fund intends to continue to
qualify annually and elect to be treated as
a regulated investment company under
Subchapter M of the Code. In any year in
which an underlying fund qualifies as a
regulated investment company and timely
distributes all of its taxable income, the
underlying fund generally will not pay any
federal income or excise tax.

If more than 50% in value of an underlying
fund's assets at the close of any taxable
year consists of stocks or securities of
foreign corporations, that underlying fund
may elect to treat certain foreign taxes
paid by it as paid by its shareholders.
The shareholders would then be required to
include their proportionate share of the
electing fund's foreign income and related
foreign taxes in income even if the
shareholder does not receive the amount
representing foreign taxes.  Shareholders
itemizing deductions could then deduct the
foreign taxes, or, whether or not
deductions are itemized but subject to
certain limitations, claim a direct dollar
for dollar tax credit against their U.S.
federal income tax liability attributable
to foreign income.  In many cases, a
foreign tax credit will be more
advantageous than a deduction for foreign
taxes.  Each of the portfolios may invest
in some underlying funds that expect to be
eligible to make the above-described
election.  While a portfolio will be able
to deduct the foreign taxes that it will be
treated as receiving if the election is
made, the portfolio will not itself be able
to elect to treat its foreign taxes as paid
by its shareholders.  Accordingly, the
shareholders of the portfolio will not have
an option of claiming a foreign tax credit
or deduction for foreign taxes paid by the
underlying funds, while persons who invest
directly in such underlying funds may have
that option.

PERFORMANCE

From time to time, the Allocation Series
may quote a portfolio's yield or total
return in advertisements or in reports and
other communications to shareholders.  The
Allocation Series may include comparative
performance information in advertising or
marketing the portfolio's shares.  Such
performance information may include data
from the following industry and financial
publications: Barron's, Business Week, CDA
Investment Technologies Inc., Changing
Times, Forbes, Fortune, Institutional
Investor, Investors Daily, Money,
Morningstar Mutual Fund Values, The New
York Times, USA Today and The Wall Street
Journal.

Yield

A portfolio's 30-day yield figure described
below is calculated according to a formula
prescribed by the SEC.  The formula can be
expressed as follows: YIELD = 2[( [(a-
b/(c*d))/1] + 1)6 - 1], where

a = dividends and interest earned
during the period
b = expenses accrued for the period
(net of reimbursement)
c = the average daily number of shares
outstanding during the period that
were entitled to receive dividends
d = the maximum offering price per
share on the last day of the period

For the purpose of determining the interest
earned (variable "a" in the formula) on
debt obligations purchased by the portfolio
at a discount or premium, the formula
generally calls for amortization of the
discount or premium; the amortization
schedule will be adjusted monthly to
reflect changes in the market values of the
debt obligations.

Investors should recognize that in periods
of declining interest rates a portfolio's
yield will tend to be somewhat higher than
prevailing market rates, and in periods of
rising interest rates, the portfolio's
yield will tend to be somewhat lower.  In
addition, when interest rates are failing,
the inflow of net new money to the
portfolio from the continuous sale of its
shares will likely be invested in portfolio
instruments producing lower yields than the
balance of the portfolio's investments,
thereby reducing the current yield of the
portfolio.  In periods of rising interest
rates, the opposite can be expected to
occur.

Average Annual Total Return

"Average annual total return" figures, as
described below, are computed according to
a formula prescribed by the SEC.  The
formula can be expressed as follows:
P(I+T)/n = ERV, where:

P	= a hypothetical initial payment
of $ 1,000
T	= average annual total return
n	= number of years
ERV	= Ending Redeemable Value of a
Hypothetical $ 1,000 investment
made at the beginning of a 1-, 5-
or 10-year period at the end of
the 1-, 5- or 10-year period (or
fractional portion thereof),
assuming reinvestment of all
dividends and distributions.

Each portfolio's average annual total
return with respect to its shares for the
one-year period and for the life of the
portfolio through January 31, 2001 is as
follows:


One Year
Since
Inception
Inception
Date
High Growth
  (1.33)%
11.36%
2/5/97
Growth
     0.22%
  9.63%
2/5/97
Balanced
     9.57%
  9.20%
2/5/97

Performance of Underlying Funds
The following chart shows the average annual total return (unaudited) for
the longest outstanding class of shares for each of the underlying funds in
which the portfolios may invest (other than the Cash Portfolio of Smith
Barney Money Funds, Inc.) for the most recent one-, five-, and ten-year
periods (or since inception if shorter and giving effect to the maximum
applicable sales charges) and the 30-day yields for income-oriented funds,
in each case for the period ended December 31, 2000.







Average Annual Total Returns
through
December 31, 2000
30-Day
Yield for
period
ended
December
31,
Underlying Fund

Net Assets
of all
Classes as
of
December
31, 2000
($000's)

Incept
ion
Date

Class


One
Year


Five
Years


Ten
Years
2000
Smith Barney Aggressive Growth Fund
Inc.

$2,402,888

10/27/
83
A
  13.16%
26.99%
22.73%
N/A
Smith Barney Appreciation Fund Inc.


5,046,432

03/10/
70
A
  (4.32)
14.84
14.09
N/A
Smith Barney Fundamental Value Fund
Inc.

1,974,035

11/12/
81
A
   10.48
18.23
18.41
N/A
Smith Barney Funds, Inc.:
Large Cap Value Fund
Short-Term High Grade Bond Fund


1,318,999

97,421


01/01/
72
11/11/
91

A
A


7.31

7.69

12.57
  4.64

13.78
  5.39(+)

N/A
5.66%
Smith Barney Income Funds:
Smith Barney High Income Fund
Smith Barney Balanced Fund
Smith Barney Premium Total Return
Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic
Income Fund


1,570,593
   888,957
2,013,758
   138,004
2,380,334


09/02/
86
03/28/
88
09/16/
85
09/02/
86
12/28/
89

B
B
B
B
B


(13.15)

(5.83)

1.40

2.73

(2.04)

   3.01
   8.41
 11.77
   5.54
   4.54

  6.76(+)
  9.93
13.50
  9.01
  7.11

11.22
N/A
N/A
3.25
7.85
Smith Barney Investment Funds Inc.:
Smith Barney Peachtree Growth Fund
Smith Barney Hansberger Global Value
Fund
Smith Barney Small Cap Growth Fund
Smith Barney Small Cap Value Fund
Smith Barney Government Securities
Fund
Smith Barney Investment Grade Bond
Fund



375,136

258,850

553,300
   173,400
   819,264
   524,369



06/30/
95
12/19/
97
10/11/
99
02/26/
99
03/20/
84
01/04/
82

A
A
A
A
B
B


(24.14)

(17.91)

(11.88)

26.75

6.56

6.23

   7.74
N/A
N/A
N/A
  4.72
  4.36

10.29(+)
  0.98(+)
12.17(+)
   18.36
   6.60
   9.07

N/A
N/A
N/A
N/A
5.14
6.16
Smith Barney Investment Series
     Smith Barney Growth & Income Fund


$1,800,000


08/18/
96

A


(14.11)%

N/A

12.70%(+)

N/A
Smith Barney Investment Trust
Smith Barney Large Capitalization
Growth Fund
Smith Barney Mid Cap Core Fund


3,724,161
   760,578


08/29/
97
09/01/
98

A
A


(13.32)
   11.58

N/A
N/A

20.50(+)
34.48(+)

N/A
N/A
Smith Barney Managed Governments
Fund, Inc.

   476,822

09/04/
84
A

4.87
  4.54%
  6.51
5.71%
Smith Barney Small Cap Core Fund,
Inc.


367,449

01/23/
90
A

(3.51)
12.26
12.15
N/A
Smith Barney World Funds, Inc.:
International All Cap Growth
Portfolio
European Portfolio
Global Government Bond Portfolio


1,312,722
   102,700

121,526


02/18/
86
02/07/
94
07/22/
91

A
A
A


(34.23)

(11.76)

4.43

  6.40
13.97
  4.92


10.43
12.15(+)
7.04(+)

N/A
N/A
4.04

+   inception (less than 10 years)


For the seven-day period ended December 31, 2000, the yield for the Class
A shares of Cash Portfolio of Smith Barney Money Funds, Inc. was 6.08% and
the effective yield was 6.26%.

The performance data relating to the underlying funds set forth above is
not, and should not be viewed as, indicative of the future performance of
either the underlying funds or the Allocation Series.  The performance
reflects the impact of sales charges and other distribution related
expenses that will not be incurred by the Class Y shares of underlying
funds in which the portfolios invest.


The portfolios will invest only in Class Y
shares of the underlying funds and,
accordingly, will not pay any sales load or
12b-1 service or distribution fees in
connection with their investments in shares
of the underlying funds.  The portfolios,
however, will indirectly bear their pro
rata share of the fees and expenses
incurred by the underlying funds that are
applicable to Class Y shareholders.  The
investment returns of each portfolio,
therefore, will be net of the expense of
the underlying funds in which it is
invested.  The following chart shows the
expense ratios applicable to Class Y
shareholders of each underlying fund held
by a portfolio, based on operating expenses
for its most recent fiscal year:

Underlying Fund
Expense Ratio
Smith Barney Aggressive Growth Fund Inc.
0.82%
Smith Barney Appreciation Fund Inc.
0.58
Smith Barney Fundamental Value Fund Inc.
0.82
Smith Barney Funds, Inc.:

Large Cap Value Fund
0.57
Short-Term High Grade Bond Fund
0.54
Smith Barney Income Funds:

Smith Barney High Income Fund
0.72
Smith Barney Balanced Fund
0.67
Smith Barney Premium Total Return Fund
0.77
Smith Barney Convertible Fund
0.83
Smith Barney Diversified Strategic Income
Fund
0.67
Smith Barney Investment Funds Inc.:

Smith Barney Peachtree Growth Fund
0.97
Smith Barney Hansberger Global Value Fund
1.10
Smith Barney SmallCap Growth Fund*
1.00
Smith Barney Small Cap Value Fund*
1.07
Smith Barney Government Securities Fund
0.58
Smith Barney Investment Grade Bond Fund
0.69
Smith Barney Investment Series

      Smith Barney Growth & Income Fund
1.06
Smith Barney Investment Trust

Smith Barney Large Capitalization Growth
Fund
0.78
Smith Barney Mid Cap Core Fund*
0.82
Smith Barney Managed Governments Fund Inc.
0.70
Smith Barney Money Funds, Inc.
      Cash Portfolio

0.42
Smith Barney Small Cap Core Fund, Inc.
0.65
Smith Barney World Funds, Inc.:
0.92
International All Cap Growth Portfolio
1.26
European Portfolio*
3.14
Global Government Bond Portfolio
0.91

*Operating expenses of Class Y shares for Smith Barney
Investment Funds Inc.-Smith Barney Small Cap Growth
Fund and Smith Barney Small Cap Value Fund, and Smith
Barney World Funds, Inc.-European Portfolio are
estimated because no Class Y shares were outstanding
during each Fund's most recent fiscal year.

Based on a weighted average of the Class Y
expense ratios of the underlying funds in
which a particular portfolio is expected to
invest during the current fiscal year, the
approximate expense ratios are expected to be
as follows: High Growth Portfolio, 1.18%;
Growth Portfolio, 1.11%; and Balanced
Portfolio 1.05%. The expense ratios may be
higher or lower depending on the allocation of
the underlying funds within a portfolio.



VALUATION OF SHARES

The net asset value of each portfolio's
shares will be determined on any day that
the NYSE is open.  The NYSE is closed on
the following holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving
and Christmas and on the preceding Friday
or subsequent Monday when one of these
holidays falls on a Saturday or Sunday,
respectively.  The following is a
description of the procedures used by each
portfolio in valuing its assets.

The value of each underlying fund will be
its net asset value at the time of
computation.  Short-term investments that
have a maturity of more than 60 days are
valued at prices based on market quotations
for securities of similar type, yield and
maturity.  Short-term investments that have
a maturity of 60 days or less are valued at
amortized cost, which constitutes fair
value as determined by the Allocation
Series' Board of Directors.  Amortized cost
involves valuing an instrument at its
original cost to the portfolio and
thereafter assuming a constant amortization
to maturity of any discount or premium
regardless of the effect of fluctuating
interest rates on the market value of the
instrument.

INVESTMENT MANAGEMENT AND OTHER SERVICES
Investment Manager
TIA acts as investment manager to the
portfolios pursuant to a separate asset
allocation and administration agreement for
each portfolio (an "Asset Allocation and
Administration Agreement").  TIA is a
wholly owned subsidiary of Salomon Smith
Barney Holdings Inc. ("Holdings") and
Holdings is a wholly owned subsidiary of
Citigroup.

Pursuant to each Asset Allocation and
Administration Agreement, TIA will
determine how each portfolio's assets will
be invested in the underlying funds and in
repurchase agreements pursuant to the
investment objectives and policies of each
portfolio set forth in the prospectus and
make recommendations to the Board of
Directors concerning changes to (a) the
underlying funds in which the portfolios
may invest, (b) the percentage range of
assets that may be invested by each
portfolio in any one underlying fund and
(c) the percentage range of assets of any
portfolio that may be invested in equity
funds and fixed income funds (including
money market funds).  In addition to such
services, TIA pays the salaries of all
officers and employees who are employed by
both it and the Allocation Series,
maintains office facilities for the
Allocation Series, furnishes the Allocation
Series with statistical and research data,
clerical help and accounting, data
processing, bookkeeping, internal auditing
and legal services and certain other
services required by the Allocation Series
and each portfolio, prepares reports to
each portfolio's shareholders and prepares
tax returns, reports to and filings with
the SEC and state Blue Sky authorities.
TIA provides investment advisory and
management services to investment companies
affiliated with Salomon Smith Barney.

The management fee for each portfolio is
calculated at the annual rate of 0.35% of
that portfolio's average daily net assets.
Under each portfolio's Asset Allocation and
Administration Agreement, TIA has agreed to
bear all expenses incurred in the operation
of each portfolio other than the management
fee and extraordinary expenses.  Such
expenses include taxes, interest, brokerage
fees and commissions, if any; fees of
Directors who are not officers, directors,
shareholders or employees of Salomon Smith
Barney or TIA; SEC fees and state Blue Sky
qualification fees; charges of custodians;
transfer and dividend disbursing agent's
fees; certain insurance premiums; outside
auditing and legal expenses; costs of
maintenance of corporate existence;
investor services (including allocated
telephone and personnel expenses); and
costs of preparation and printing of the
prospectus for regulatory purposes and for
distribution to existing shareholders; cost
of shareholders' reports and shareholder
meetings and meetings of the officers or
Board of Directors of the Allocation
Series.

For the fiscal years ended January 31,
2001, January 31, 2000 and January 31,
1999, the management fees for each
portfolio were as follows:

Portfolio
2001
2000
1999

Select High
Growth
$627,420
$376,639
$164,464

Select Growth

933,339
650,124
280,011

Select Balanced

746,910
596,867
289,300

Decisions to buy and sell shares of the
underlying funds for the portfolios are
made by TIA, subject to the overall
supervision and review of the Allocation
Series' Board of Directors.

Each portfolio, as a shareholder in the
underlying funds, will indirectly bear its
proportionate share of any investment
management fees and other expenses paid by
the underlying funds.  The effective
management fee of each of the underlying
funds in which the portfolios may invest is
set forth below as a percentage rate of the
fund's average net assets:



Underlying Fund

Management
Fees
Smith Barney Aggressive Growth Fund Inc.
0.80%
Smith Barney Appreciation Fund Inc.
0.56
Smith Barney Fundamental Value Fund Inc.
0.75
Smith Barney Funds, Inc.:

Large Cap Value Fund
0.55
Short-Term High Grade Bond Fund
0.45
Smith Barney Income Funds:

Smith Barney High Income Fund
0.70
Smith Barney Balanced Fund
0.65
Smith Barney Premium Total Return Fund
0.75
Smith Barney Convertible Fund
0.70
Smith Barney Diversified Strategic
Income Fund
0.65
Smith Barney Investment Funds Inc.:

Smith Barney Peachtree Growth Fund
0.99
Smith Barney Hansberger Global Value
Fund
0.95
Smith Barney Small Cap Growth Fund
0.75
Smith Barney Small Cap Value Fund
0.75
Smith Barney Government Securities Fund
0.55
Smith Barney Investment Grade Bond Fund
0.65
Smith Barney Investment Series

      Smith Barney Growth & Income Fund
0.65
Smith Barney Investment Trust:

Smith Barney Large Capitalization
Growth Fund
0.75
Smith Barney Mid Cap Core Fund
0.75
Smith Barney Managed Governments Fund Inc.
0.65
Smith Barney Money Funds, Inc.
       Cash Portfolio

0.38
Smith Barney Small Cap Core Fund, Inc.
0.75
Smith Barney World Funds, Inc.:

International All Cap Growth Portfolio
0.85
European Portfolio
0.85
Global Government Bond Portfolio
0.75



Code of Ethics

Pursuant to Rule 17j-1 of the 1940 Act, the
fund, its investment advisers and principal
underwriter have adopted codes of ethics
that permit personnel to invest in
securities for their own accounts,
including securities that may be purchased
or held by the fund.  All personnel must
place the interests of clients first and
avoid activities, interests and
relationships that might interfere with the
duty to make decisions in the best
interests of the clients.  All personal
securities transactions by employees must
adhere to the requirements of the codes and
must be conducted in such a manner as to
avoid any actual or potential conflict of
interest, the appearance of such a
conflict, or the abuse of an employee's
position of trust and responsibility.
A copy of the fund's Code of Ethics is on
file with the SEC.

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS

Portfolio history.  The Allocation Series,
an open-end, non-diversified investment
company, was incorporated in Maryland on
August 11, 1995.  The Allocation Series
commenced operations on February 5, 1996
under the name Smith Barney Concert Series
Inc.  The Select Portfolios of Allocation
Series commenced operations on February 5,
1997.  On February 24, 1997, the Allocation
Series changed its name to Smith Barney
Concert Allocation Series Inc.  On
September 13, 2000, the Allocation Series
changed its name to Smith Barney Allocation
Series Inc. The Allocation Series has
authorized capital of 6,100,000,000 shares
with a par value of $.001 per share.  The
Board of Directors has authorized the
issuance of nine series of shares, each
representing shares in one of nine separate
portfolios and may authorize the issuance
of additional series of shares in the
future.

Custodian.  Portfolio securities and cash
owned by the Allocation Series are held in
the custody of PFPC Trust Company
(successor as assigned by PNC bank,
National Association) is located at 8800
Tinicum Blvd., Philadelphia, Pennsylvania
19153.

Auditors.  KPMG LLP, 757 Third Avenue, New
York, New York 10017, has been selected as
independent auditors for the Allocation
Series for its fiscal year ending January
31, 2002 to examine and report on the
Allocation Series' financial statements and
financial highlights.

Transfer Agent.  Citi Fiduciary Trust
Company, located at 125 Broad Street, New
York, New York 10004, serves as the Select
Portfolios' transfer and dividend-paying
agent.  Under the transfer agency agreement,
the transfer agent maintains the shareholder
account records for the fund, handles
certain communications between shareholders
and the fund, distributes dividends and
distributions payable by the fund and
produces statements with respect to account
activity for the fund and its shareholders.
For these services, the transfer agent
receives fees from the fund computed on the
basis of the number of shareholder accounts
that the transfer agent maintains for the
fund during the month and is reimbursed for
out-of-pocket expenses.

Sub-Transfer Agent.  PFPC Global Fund
Services, located at P.O. Box 9699,
Providence, RI 02940-9699, serves as the
fund's sub-transfer agent.  Under the
transfer agency agreement, the sub-transfer
agent maintains the shareholder account
records for the fund, handles certain
communications between shareholders and the
fund and distributes dividends and
distributions payable by the fund.  For
these services, the sub-transfer agent
receives a monthly fee computed on the
basis of the number of shareholder accounts
it maintains for the fund during the month,
and is reimbursed for out-of-pocket
expenses.

Minimum Account Size.  The Allocation
Series reserves the right to involuntarily
liquidate any shareholder's account in a
portfolio if the aggregate net asset value
of the shares held in that portfolio
account is less than $500. (If a
shareholder has more than one account in a
portfolio, each account must satisfy the
minimum account size.) The Allocation
Series, however, will not redeem shares
based solely on market reductions in net
asset value.  Before the Allocation Series
exercises such right, shareholders will
receive written notice and will be
permitted 60 days to bring accounts up to
the minimum to avoid involuntary
liquidation.

Voting.  The Allocation Series offers
shares of the Select High Growth, Select
Growth and Select Balanced Portfolios only
for purchase by insurance company separate
accounts.  Thus, the insurance company is
technically the shareholder of these
portfolios, and under the 1940 Act, is
deemed to be in control of these
portfolios.  Nevertheless, with respect to
any Allocation Series shareholder meeting,
an insurance company will solicit and
accept timely voting instructions from its
contract owners who own units in a separate
account investment division which
corresponds to shares in the Select
Portfolios in accordance with the
procedures set forth in the accompanying
prospectus of the applicable contract
issued by the insurance company and to the
extent required by law.  Shares of the
Allocation Series attributable to contract
owner interests for which no voting
instructions are received will be voted by
an insurance company in proportion to the
shares for which voting instructions are
received.

Each share of a portfolio represents an
equal proportionate interest in that
portfolio with each other share of the same
portfolio and is entitled to such dividends
and distributions out of the net income of
that portfolio as are declared in the
discretion of the Directors.  Shareowners
are entitled to one vote for each share
held and will vote by individual portfolio
except to the extent required by the 1940
Act.  The Allocation Series is not required
to hold annual shareowner meetings,
although special meetings may be called for
Allocation Series as a whole, or a specific
portfolio, for purposes such as electing or
removing Directors, changing fundamental
policies or approving a management
contract.  Shareowners may cause a meeting
of shareowners to be held upon a vote of
10% of the portfolio's outstanding shares
for the purposes of voting on the removal
of Directors.

As used in the prospectus and this SAI, a
"vote of a majority of the outstanding
voting securities" means the affirmative
vote of the lesser of (a) more than 50% of
the outstanding shares of the Allocation
Series (or the affected portfolio ) or (b)
67% or more of such shares present at a
meeting if more than 50% of the outstanding
shares of the Allocation Series (or the
affected portfolio) are represented at the
meeting in person or by proxy.  A portfolio
shall be deemed to be affected by a matter
unless it is clear that the interests of
each portfolio in the matter are identical
or that the matter does not affect any
interest of the portfolio.  The approval of
a management agreement, a distribution
agreement or any change in a fundamental
investment policy would be effectively
acted upon with respect to a portfolio only
if approved by a "vote of a majority of the
outstanding voting securities" of the
portfolio affected by the matter; however,
the ratification of independent accountants
and the election of directors are not
subject to separate voting requirements and
may be effectively acted upon by a vote of
the holders of a majority of all Allocation
Series shares voting without regard to
portfolio.

In the event of the liquidation or
dissolution of the Allocation Series,
shareholders of a portfolio are entitled to
receive the assets belonging to that
portfolio that are available for
distribution and a proportionate
distribution, based upon the relative net
assets of the respective portfolios, of any
general assets not belonging to any
particular portfolio that are available for
distribution.

As of April 12, 2001, to the best knowledge
of the fund and the Board of Directors, no
single shareholder or "group" (as that term
is used in Section 13(d) of the Securities
Act of 1934) beneficially owned more than
5% of the outstanding shares of the fund
with the exception of the following:




Portfolio
Shareholder
Name
And Address
Number of
Shares
Percen
t
Select High
Growth










Travelers Life
& Annuity Co.
Attn:
Shareholder
Accounting.
One Tower
Square
Hartford, CT
06183

Equitable Life
of Iowa
Prime Elite
Attn: Gina Keck
M51
604 Locust
Street
Des Moines, IA
50306

The Travelers
Ins. Co.
Attn:
Shareholder
Accounting
One Tower
Square
Hartford, CT
06183
8,360,308.754*






3,055,579.306*





1,112,213.778*
66.73%






24.39%





8.98%


Select Growth




Travelers Life
& Annuity Co.
Attn:
Shareholder
Accounting.
One Tower
Square
Hartford, CT
06183

Equitable Life
of Iowa
Prime Elite
Attn: Gina Keck
M51
604 Locust
Street
Des Moines, IA
50306

The Travelers
Ins. Co.
Attn:
Shareholder
Accounting
One Tower
Square
Hartford, CT
06183
13,144,696.304
*






4,863,680.250*





2,359,675.238*
64.54%






23.88%





11.59%






Portfolio
Shareholder
Name
And Address
Number of
Shares
Percent

Select Balanced




Travelers Life
& Annuity Co.
Attn:
Shareholder
Accounting.
One Tower
Square
Hartford, CT
06183

Equitable Life
of Iowa
Prime Elite
Attn: Gina Keck
M51
604 Locust
Street
Des Moines, IA
50306

The Travelers
Ins. Co.
Attn:
Shareholder
Accounting
One Tower
Square
Hartford, CT
06183

12,031,558.723
*






6,578,905.481*





2,031,573.335*
64.54%




24.56%







10.90%
* The Select Portfolios believe that these
entities are not the beneficial owners of
shares held of record by them.



FINANCIAL STATEMENTS

The Allocation Series' Annual Reports for
the fiscal year ended January 31, 2001 are
incorporated herein by reference in its
entirety.  It was filed with the Securities
and Exchange Commission on April 5, 2001
(Accession Number 950130-01-500511).  A
copy of the reports is furnished with this
Statement of Additional Information.


APPENDIX - RATINGS OF DEBT OBLIGATIONS

BOND (AND NOTE) RATINGS

Moody's Investors Services, Inc.

Aaa - Bonds that are rated "Aaa" are judged
to be of the best quality.  They carry the
smallest degree of investment risk and are
generally referred to as "gilt edged."
Interest payments are protected by a large
or by an exceptionally stable margin and
principal is secure.  While the various
protective elements are likely to change,
such changes as can be visualized are most
unlikely to impair the fundamentally strong
position of such issues.

Aa - Bonds that are rated "Aa" are judged
to be of high quality by all standards.
Together with the "Aaa" group they comprise
what are generally known as high grade
bonds.  They are rated lower than the best
bonds because margins of protection may not
be as large as in "Aaa" securities or
fluctuation of protective elements may be
of greater amplitude or there may be other
elements present that make the long term
risks appear somewhat larger than in "Aaa"
securities.

A - Bonds that are rated "A" possess many
favorable investment attributes and are to
be considered as upper medium grade
obligations.  Factors giving security to
principal and interest are considered
adequate but elements may be present that
suggest a susceptibility to impairment
sometime in the future.

Baa - Bonds that are rated "Baa" are
considered as medium grade obligations,
i.e., they are neither highly protected nor
poorly secured.  Interest payments and
principal security appear adequate for the
present but certain protective elements may
be lacking or may be characteristically
unreliable over any great length of time.
Such bonds lack outstanding investment
characteristics and in fact have
speculative characteristics as well.

Ba - Bonds which are rated "Ba" are judged
to have speculative elements; their future
cannot be considered as well assured.
Often the protection of interest and
principal payments may be very moderate and
thereby not well safeguarded during both
good and bad times over the future.
Uncertainty of position characterizes bonds
in this class.

B - Bonds which are rated "B" generally
lack characteristics of the desirable
investment.  Assurance of interest and
principal payments or of maintenance of
other terms of the contract over any long
period of time may be small.

Caa - Bonds which are rated "Caa" are of
poor standing.  Such issues may be in
default or there may be present elements of
danger with respect to principal or
interest

Ca - Bonds which are rated "Ca" represent
obligations which are speculative in a high
degree.  Such issues are often in default
or have other marked shortcomings.

C - Bonds which are rated "C" are the
lowest class of bonds and issues so rated
can be regarded as having extremely poor
prospects of ever attaining any real
investment standing.

Con (..)- Bonds for which the security
depends upon the completion of some act or
the fulfillment of some condition are rated
conditionally.  These are bonds secured by
(a) earnings of projects under
construction, (b) earnings of projects
unseasoned in operating experience, (c)
rentals which begin when facilities are
completed, or (d) payments to which some
other limiting condition attaches.
Parenthetical rating denotes probable
credit stature upon completion of
construction or elimination of basis of
condition.

Note:	The modifier 1 indicates that the
security ranks in the higher end of its
generic rating category; the modifier 2
indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks
in the lower end of its generic rating
category.


Standard & Poor's Ratings Group

AAA - Debt rated "AAA" has the highest
rating assigned by Standard & Poor's
Ratings Group.  Capacity to pay interest
and repay principal is extremely strong.

AA - Debt rated "AA" has a very strong
capacity to pay interest and repay
principal and differs from the highest
rated issues only in small degree.

A - Debt rated "A" has a strong capacity to
pay interest and repay principal although
it is somewhat more susceptible to the
adverse effects of changes in circumstances
and economic conditions than debt in higher
rated categories.

BBB - Debt rated "BBB" is regarded as
having an adequate capacity to pay interest
and repay principal.  Whereas it normally
exhibits adequate protection parameters,
adverse economic conditions or changing
circumstances are more likely to lead to a
weakened capacity to pay interest and repay
principal for debt in this category than in
higher rated categories.

BB, B, CCC, CC, C - Debt rated "BB", "B",
"CCC", "CC" and "C" is regarded, on
balance, as predominantly speculative with
respect to capacity to pay interest and
repay principal in accordance with the term
of the obligation.  "BB" indicates the
lowest degree of speculation and "C" the
highest degree of speculation.  While such
debt will likely have some quality and
protective characteristics, these are
outweighed by large uncertainties or major
risk exposures to adverse conditions.

Plus (+) or Minus (-): The ratings from
"AA" to "B" may be modified by the addition
of a plus or minus to show relative
standing within the major rating
categories.

Provisional Ratings: The letter "p"
indicates that the rating is provisional.
A provisional rating assumes the successful
completion of the project being financed by
the debt being rated and indicates that
payment of debt service requirements is
largely or entirely dependent upon the
successful and timely completion of the
project.  This rating, however, while
addressing credit quality subsequent to
completion of the project, makes no comment
on the likelihood of, or the risk of
default upon failure of, such completion.
The investor should exercise judgment with
respect to such likelihood and risk.

L - The letter "L" indicates that the
rating pertains to the principal amount of
those bonds where the underlying deposit
collateral is fully insured by the Federal
Savings & Loan Insurance Corp. or the
Federal Deposit Insurance Corp.

+ Continuance of the rating is contingent
upon Standard & Poor's Ratings Group's
receipt of closing documentation confirming
investments and cash flow.

* Continuance of the rating is contingent
upon Standard & Poor's Rating Group's
receipt of an executed copy of the escrow
agreement.

NR Indicates no rating has been requested,
that there is insufficient information on
which to base a rating, or that S&P does
not rate a particular type of obligation as
a matter of policy.

COMMERCIAL PAPER RATINGS

Moody's Investors Service, Inc.

Issuers rated "Prime- I" (or related
supporting institutions) have a superior
capacity for repayment of short- term
promissory obligations.  Prime-1 repayment
will normally be evidenced by the following
characteristics:  leading market positions
in well-established industries- high rates
of return on funds employed; conservative
capitalization structures with moderate
reliance on debt and ample asset
protection; broad margins in earnings
coverage of fixed financial charges and
high internal cash generation; well-
established access to a range of financial
markets and assured sources of alternate
liquidity.

Issuers rated "Prime-2" (or related
supporting institutions) have strong
capacity for repayment of short- term
promissory obligations.  This will normally
be evidenced by many of the characteristics
cited above but to a lesser degree.
Earnings trends and coverage ratios, while
sound, will be more subject to variation.
Capitalization characteristics, while still
appropriate, may be more affected by
external conditions.  Ample alternate
liquidity is maintained.

Standard & Poor's Ratings Group

A-1 - This designation indicates that the
degree of safety regarding timely payment
is either overwhelming or very strong.
Those issuers determined to possess
overwhelming safety characteristics will be
noted with a plus (+) sign designation.

A-2 - Capacity for timely payment on issues
with this designation is strong.  However,
the relative degree of safety is not as
high as for issues designated A-1.








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 23. Exhibits

	(a)(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").

	(a)(2) 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").

	(a)(3) Articles Supplementary to the Articles of Incorporation of the
Registrant dated June 2, 1998 is incorporated by reference to Post-
Effective Amendment No. 16 to the Registration Statement as filed on June 1,
1999 ("Post-Effective Amendment No. 16").

	(a)(4) Articles of Amendment to the Articles of Incorporation of the
Registrant dated June 4, 1998 is incorporated by reference to Post-Effective
Amendment No. 16.

	(a)(5) Articles of Amendment to the Articles of Incorporation of the
Registrant dated September 13, 2000 is filed herein.

	(a)(6) Articles of Amendment to the Articles of Incorporation of the
Registrant dated February 15, 2001 is filed herein.

	(a)(7) Articles of Amendment to the Articles of Incorporation of the
Registrant dated April 9, 2001 is filed herein.

	(b)	Restated By-Laws of the Registrant is incorporated by reference to
the Registration Statement.

	(c)(1) 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.

	(c)(2) 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)(3) 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.

	(c)(4) 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.

	(c)(5)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.

	(c)(6) 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").

	(c)(7) 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.

	(c)(8) 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.

	(c)(9)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.

	(c)(10)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.

	(c)(11)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.

	(c)(12)Registrant's form of stock certificate for Class Z shares of the
Growth Portfolio is incorporated by reference to Post-Effective Amendment No.
5.

	(c)(13) Registrant's form of stock certificate for Class Z shares of the
Balanced Portolio is incorporated by reference to Post-Effective Amendment No.
5.

	(c)(14) Registrant's form of stock certificate for Class Z shares of the
Conservative Portfolio is incorporated by reference to Post-Effective
Amendment No. 5.


	(c)(15) Registrant's form of stock certificate for Class Z shares of the
Income Portfolio is incorporated by reference to Post-Effective Amendment No.
5.


	(c)(16) Registrant's form of stock certificate for Class A, B, C and Y
shares of the Global Portfolio will be filed by amendment.

	(d)(1) 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


	(d)(2) 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

	(e)(1) Form of the Distribution Agreement between the Registrant and
Smith Barney Inc. is incorporated by reference to the Registration Statement.

	(e)(2) Form of the Distribution Agreement between the Registrant and PFS
Distributors, Inc. is incorporated by reference to the Registration Statement.

	(e)(3) 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.

	(e)(4) Form of Distribution Agreement between Registrant and
CFBDS, Inc. is incorporated by reference to Post-Effective Amendment No. 16.

	(e)(5) Form of Selling Group Agreement is incorporated by reference to
Post-Effective Amendment No. 16.

	(f)	Inapplicable.

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

	(h)(1) Form of Transfer Agency and Service Agreement between the
Registrant and The Shareholder Services Group, Inc. is incorporated by
reference to the Registration Statement.

	(h)(2) Form of Sub-Transfer Agency Agreement between the Registrant and
PFS Shareholders Services is incorporated by reference to the Registration
Statement.

	(i)	Opinion and Consent of Willkie Farr & Gallagher as to legality of
the series of shares being registered is incorporated by reference to the
Registration Statement and Post-Effective
Amendment No. 4.


	(j)	Consent of Independent Public Accountants is filed herewith.

	(k)	Inapplicable.

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

	(m)(1) Form of Service and Distribution Plan pursuant to Rule 12b-1
is incorporated by reference to the Registration Statement.

	(m)(2) Form of Amended Service and Distribution Plan pursuant to
Rule 12b-1 is incorporated by reference to Post-Effective Amendment No. 16.

	(n)	Not Applicable

	(o)(1) 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.

	(o)(2) Form of Amended Multiple Class Plan pursuant to Rule 18f-3(d) of
the Investment Company Act of 1940 is incorporated by reference to Post-
Effective Amendment No. 16.

(p)Code of Ethics - North America is incorporated by reference to Post-
Effective Amendment No. 17 filed on May 26, 2000.


Item 24.	Persons Controlled by or Under Common Control with Registrant.

			None.

Item 25. Indemnification.

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

Item 26.	Business or Other Connections of Investment Advisers.

(a)	Investment Adviser-Smith Barney Fund Management LLC
(formerly known as SSB Citi Fund Management LLC) ("SBFM")


SBFM was incorporated in December 1968 under the
laws of the State of Delaware and converted to a
Delaware limited liability company in 1999. SBFM
is a wholly owned subsidiary of Salomon Smith Barney
Holdings Inc., formerly known as Smith Barney Holdings
Inc., which in turn is a wholly owned subsidiary of
Citigroup Inc. ("Citigroup"). SBFM is registered
as an investment adviser under the Investment Advisers
Act of 1940 (the "1940 Act").

The list required by this Item 26 of officers and
directors of SBFM 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 Form
ADV filed by SBFM pursuant to the Investment
Advisers Act of 1940 Act (the "Advisers Act") (SEC
File No. 801-8314).

(b)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
Citigroup.  TIA is registered as an investment adviser under the Advisers Act.

The list  required by this Item 26 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 27.	Principal Underwriters.
    Salomon Smith Barney, Inc., ("Salomon Smith Barney")
the Registrant's Distributor, is also the distributor for
the following Smith Barney
funds: Smith Barney Investment Series, Consulting Group
Capital Markets Funds, Greenwich Street Series Fund,
Smith Barney Adjustable Rate Government Income Fund,
Smith Barney Aggressive Growth Fund Inc., Smith Barney
Appreciation Fund Inc., Smith Barney Arizona Municipals
Fund Inc., Smith Barney California Municipals Fund Inc.,
Smith Barney
Equity Funds, Smith Barney Fundamental Value Fund Inc.,
Smith Barney Funds, Inc., Smith Barney Income Funds,
Smith Barney Institutional Cash Management Fund, Inc.,
Smith Barney Investment Funds Inc., Smith Barney
Investment Trust, Smith Barney Managed
Governments Fund Inc.,Smith Barney Managed Municipals
Fund Inc.,Smith Barney Massachusetts Municipals Fund,
Smith Barney Money Funds, Inc., Smith Barney Muni Funds,
Smith Barney Municipal Money Market Fund, Inc., Smith
Barney New Jersey Municipals Fund Inc., Smith Barney
Oregon Municipals Fund Inc., Smith Barney Principal
Return Fund, Smith Barney Sector Series Inc.,
 Smith Barney Small Cap Core Fund, Inc.,
Smith Barney Telecommunications Trust, Smith Barney
Variable Account Funds, Smith Barney World Funds, Inc.,
Travelers Series Fund Inc., and various
series of unit investment trusts.


PFS Distributors, Inc., ("PFS Distributors"),
a Distributor of the Registrant, is also a distributor for the
following Smith Barney funds:

Smith Barney Investment Series,
Smith Barney Aggressive Growth Fund Inc.,
Smith Barney Appreciation Fund Inc.,
Smith Barney Equity Funds,
Smith Barney Income Funds,
Smith Barney Investment Funds Inc.,
Smith Barney Investment Trust,
Smith Barney Managed Municipals Fund Inc.,
Smith Barney Money Funds, Inc.
Smith Barney Sector Series Inc.

(b) The information required by this Item 27 with respect
to each director, officer and partner of Salomon Smith Barney
is incorporated by reference to Schedule A of Form BD
filed by Salomon Smith Barney  pursuant to the Securities
Exchange Act of 1934 (SEC File No. 812-8510).

The information required by this Item 27 with respect
to each director, officer and partner of PFS Distributors
is incorporated by reference to Schedule A of Form BD
filed by PFS Distributors  pursuant to the Securities
Exchange Act of 1934 (SEC File No. 8-37352).


(c)	Not applicable.



Item 28.	 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 Salomon Smith Barney Inc., 388 Greenwich Street,  New York, New York 10013.

(1)	Smith Barney Fund Management LLC
	7 World Trade Center
	New York, New York  10048
	(Records relating to its function as Investment
Adviser and Administrator)

(2)	Travelers Investment Adviser, Inc.
	388 Greenwich Street
	New York, New York  10013
	(Records relating to its function as Investment
Adviser)


(3)		Salomon Smith Barney Inc.
		388 Greenwich Street
		New York, New York 10013

		And

		PFS Distributors Inc.
3120 Breckinridge Blvd.
		Duluth, GA 30099-0062
	(Records relating to its function as Distributor)

(4)		PFPC Trust Co.
		8800 Tinicum Blvd.
		Philadelphia, PA, 19153
	(Records relating to its function as Custodian)

(5) 		Citi Fiduciary Trust Company
125 Broad Street
New York, New York 10048
(Records relating to its function as Transfer Agent
and Dividend Paying Agent)

(6)		PFPC Global Fund Services
		P. O. Box 9699
		Providence, RI 02940-9699
		(Records relating to its function as Sub-Transfer
Agent)

(7) PFS Shareholder Services
3100 Breckinridge Blvd., Bldg. 200
Duluth, Georgia 30099
	(Records relating to its function as Sub-Transfer
Agent)

Item 29.	 Management Services.

		Inapplicable.

Item 30.	Undertakings.

		Inapplicable

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b)under the 1933 Act and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, and where applicable, the true and lawful attorney-in-fact,
thereto duly authorized, in the City of New York and State of New York on
the 24th day of April 2001.


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


     Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.

Signatures		Title					Date


/s/ Heath B. McLendon	Director, and
(Heath B. McLendon)	Chief Executive Officer        4/24/01

Signature

Title
Date

/s/ Heath B. McLendon		Director; Chairman       4/24/01
Heath B. McLendon			of the Board


/s/ Lewis E. Daidone		Senior Vice President;   4/24/01
Lewis E. Daidone			Treasurer
		(Principal
Accounting Officer)

/s/ Walter E. Auch*		Director			 4/24/01
Walter E. Auch

/s/ Martin Brody*			Director			 4/24/01
Martin Brody


/s/ H. John Ellis*		Director			 4/24/01
H. John Ellis

/s/ Stephen E. Kaufman*		Director			 4/24/01
Stephen E. Kaufman


/s/ Armon E. Kamesar*		Director			 4/24/01
Armon E. Kamesar



* 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