SMITH BARNEY CONCERT ALLOCATION SERIES INC.

Supplement dated June 12, 1998
to the Prospectus dated May 29, 1998

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

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

Class L Share Expenses:

The following expense table lists the costs and expenses an investor will 
incur either directly or indirectly as a Class L shareholder of the High 
Growth Portfolio, Growth Portfolio, Global Portfolio, Balanced Portfolio, 
Conservative Portfolio and Income Portfolio (each a "Portfolio" and 
together the "Portfolios") of the Smith Barney Concert Allocation 
Series Inc., based on the maximum sales charge and maximum CDSC, if any, 
that may be incurred at the time of purchase or redemption and, unless 
otherwise not l year.


High Growth Portfolio
Growth Portfolio
Global Portfolio1
Balanced Portfolio
Conservative Portfolio
Income Portfolio


Shareholder Transaction Expenses


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

1.00%
1.00%
1.00%
1.00%
1.00%
1.00%

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

1.00%
1.00%
1.00%
1.00%
1.00%
1.00%

Annual Fund 
Operating Expenses 
as a percentage of average net assets)


Management fees

0.35%
0.35%
0.35%
0.35%
0.35%
0.35%

12b-1 fees2 

1.00
1.00
1.00
1.00
0.70
0.70

Other expenses3

None
None
None
None
None
None

TOTAL FUND OPERATING EXPENSES

1.35%
1.35%
1.35%
1.35%
1.05%
1.05%

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

High Growth Portfolio
Growth Portfolio
Global Portfolio
Balanced Portfolio
Conservative Portfolio
Income Portfolio

An investor would pay the following expenses 
on a $1,000 investment, assuming (1) 5.00% annual return 
and (2) redemption at the end of 
each time period:


1 year

$33
$32
$37
$31
$31
$30

3 years

49
46
61
45
43
42

5 years

77
73
98
70
68
65

10 years

158
148
202
143
138
131

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



1 year
$23
$22
$27
$21
$21
$20

3 years

49
46
61
45
43
42

5 years

77
73
98
70
68
65

10 years

158
148
202
143
138
131

The example also provides a means for the investor to compare expense 
levels of portfolios with different fee structures over each varying 
investment periods. To facilitate such comparison, all portfolios are 
required to utilize a 5.00% annual return assumption. However, the 
Portfolio's actual return will vary and may be greater or less than 5.00%. 
This example should not be considered a representation of past or future 
expenses and actual expenses may be greater or less than those shown. 
 											

Purchase of Shares

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

1 The total portfolio operating expenses for the Global Portfolio are 
estimated since no shares were outstanding during the Global Portfolio is 
most recent fiscal year.

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

3 Under the Asset Allocation and Administration Agreement with each 
Portfolio, MMC bears all expenses of each Class of each Portfolio other 
than the  management fee, the 12b-1 fee and extraordinary expenses.