Smith Barney
Aggressive Growth Fund Inc.

388 Greenwich Street
New York, New York 10013
(800) 451-2010
   
Statement of Additional 
Information

December 29, 1997
As amended June 29, 1998
    
	This Statement of Additional Information expands upon and 
supplements the information contained in the current Prospectus 
of Smith Barney Aggressive Growth Fund Inc. (the "Fund"), dated 
December 29, 1997, as amended or supplemented from time to time, 
and should be read in conjunction with the Fund's Prospectus. The 
Fund's Prospectus may be obtained from any Smith Barney Financial 
Consultant, or by writing or calling the Fund at the address or 
telephone number set forth above. This Statement of Additional 
Information, although not in itself a prospectus, is incorporated 
by reference into the Prospectus in its entirety.


TABLE OF CONTENTS

	For ease of reference, the same section headings are used 
in both the Prospectus and this Statement of Additional 
Information, except where shown below:

Management of the Fund 	 1
Investment Objective and Management Policies	 5
Purchase of Shares	 12
Redemption of Shares	 12
Distributor 	 13
Valuation of Shares	 15
Exchange Privilege	 15
Performance Data (See in the Prospectus "Performance") 	 16
Taxes (See in the Prospectus "Dividends, Distributions and 
Taxes") 	 18
Additional Information 	 20
Financial Statements	 20


MANAGEMENT OF THE FUND

The executive officers of the Fund are employees of certain of 
the organizations that provide services to the Fund.  These 
organizations are as follows:

Name	Service
Smith Barney Inc. ("Smith Barney") 	Distributor
Smith Barney Mutual Funds Management Inc. ("SBMFM") 	Investment 
Adviser and 
Administrator
PNC Bank, National Association ("PNC") 	Custodian
First Data Investor Services Group, Inc. ("First Data") 
	Transfer Agent


	These organizations and the functions they perform for the 
Fund are discussed in the Prospectus and in this Statement of 
Additional Information.

Directors and Executive Officers of the Fund

	The Directors and executive officers of the Fund, 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 Fund, as defined in the Investment 
Company Act of 1940, as amended (the "1940 Act"), is indicated by 
an asterisk.

	Paul R. Ades, Director (Age 57). Partner in the law firm of 
Murov & Ades.  His address is 272 South Wellwood Avenue, P.O. Box 
504, Lindenhurst, New York 11757.

	Herbert Barg, Director (Age 74). Private investor. His 
address is 273 Montgomery Avenue, Bala Cynwyd, Pennsylvania 
19004.

	Dwight B. Crane, Director (Age 59). Professor, Graduate 
School of Business Administration, Harvard University. His 
address is Graduate School of Business Administration, Harvard 
University, Boston, Massachusetts 02163.

	Frank G. Hubbard, Director (Age 59). President of Avatar 
International; Former Vice President of S&S Industries; Former 
Corporate Vice President, Materials Management and Marketing 
Services of Huls America, Inc.  His address is 80 Centennial 
Avenue P.O. Box 456, Piscataway, New Jersey 08855-0456.

	*Heath B. McLendon, Chairman of the Board and Investment 
Officer (Age 64). Managing Director of Smith Barney, Chairman of 
the Board of Smith Barney Strategy Advisers Inc. and President of 
SBMFM; prior to July 1993, Senior Executive Vice President of 
Shearson Lehman Brothers Inc.; Vice Chairman of Shearson Asset 
Management; a Director of PanAgora Asset Management, Inc. and 
PanAgora Asset Management Limited. His address is 388 Greenwich 
Street, New York, New York 10013.

	Ken Miller, Director (Age 55). President of Young Stuff 
Apparel Group, Inc.  His address is 1407 Broadway, 6th Floor, New 
York, New York 10018.

	John R. White, Director (Age 79). President Emeritus of The 
Cooper Union for the Advancement of Science and Art. Special 
Assistant to the President of the Aspen Institute.  His address 
is Crows Nest Road, Tuxedo Park, New York 10987.

	Richard A. Freeman (Age 43). Managing Director of Smith 
Barney; prior to July 1993, Executive Vice President of Shearson 
Asset Management. His address is 388 Greenwich Street, New York, 
New York 10013.

	Lewis E. Daidone (40). Senior Vice President and Treasurer. 
Managing Director of Smith Barney; Director and Senior Vice 
President of SBMFM. His address is 388 Greenwich Street, New 
York, New York 10013.

	Christina T. Sydor (46). Secretary. Managing Director of 
Smith Barney; General Counsel and Secretary of SBMFM. Her address 
is 388 Greenwich Street, New York, New York 10013.

	As of December 10, 1997, the Trustees and officers of the 
Funds, as a group, owned less than 1% of the outstanding shares of 
beneficial interest of the Fund.

	To the best knowledge of the Directors, as of December 10, 
1997, the following shareholders or "groups" (as such term is 
defined in Section  13(d) of the Securities Exchange Act of 1934, 
as amended) owned beneficially or of record more than 5% of the 
shares of the following classes:

Class Y

Smith Barney Concert Allocation Series, Inc.
High Growth Portfolio
PNC Bank, NA
Attn: Beverly Timson
200 Stevens Drive Suite 440
Lester, PA 19113-1522
owned 1,832,184.270 (52.0679%) shares

Smith Barney Concert Allocation Series, Inc.
Growth Portfolio
PNC Bank, NA
Attn: Beverly Timson
200 Stevens Drive Suite 440
Lester, PA 19113-1522
owned 1,526,717.906 (43.6012%) shares

Class Z

Citibank NA, Custodian
Smith Barney Shearson 401(k) Savings Plan
Smith Barney Account
Attn: Nancy Kronenberg
111 Wall Street FISD/20th Floor
New York, NY 10043
owned 1,103,245.636 (99.9848%) shares

	No officer, director or employee of Smith Barney or any 
parent or subsidiary receives any compensation from the Fund for 
serving as an officer or Director of the Fund. The Fund pays each 
Director who is not an officer, director or employee of Smith 
Barney or any of its affiliates a fee of $3,000 per annum plus 
$500 per meeting attended and reimburses them for travel and out-
of-pocket expenses. For the Fund's fiscal year ended August 31, 
1997, such fees and expenses totaled $40,157.

For the fiscal year ended August 31, 1997 and the calendar 
year ended December 31, 1996, the Directors of the Fund were paid 
the following compensation: 



                     Aggregate          Pension or             Total 
                     Compensation       Retirement            Compensation 
                     from the Fund      Benefits Accrued      from the Fund 
                                        as Part of            and the Fund 
Director (*)                            Fund Expenses         Complex 


Paul R. Ades (5)       $5,100            $0                 $ 52,475 
Herbert Barg (18)       5,600             0                  105,175 
Dwight B. Crane (30)    5,100             0                  140,375
Frank G. Hubbard (5)    5,600             0                   52,475 
Allan R. Johnson (5)+   3,444             0                   33,125  
Heath B. McLendon (42)      0             0                        0
Ken Miller (5)++        5,600             0                   49,475 
John White (5)@         5,500             0                   52,375
_____________________
* 	Total Number of directorships/trusteeships held with other 
mutual funds in the Smith Barney Mutual Funds family.
+	Director Emeritus
++	Director has elected to defer a portion of his compensation 
for the fiscal year ended August 31, 1997.  Amount deferred 
totaled 
$12,125.
@	Director has elected to defer 100% of his compensation for 
the fiscal year ended August 31, 1997.

	Upon attaining 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 
are paid 50% of the annual retainer fee and meeting fees 
otherwise applicable to the Fund Directors with reasonable out-
of-pocket expenses for each meeting attended.  During the Fund's 
last fiscal year, aggregate compensation paid by the Fund to 
Directors achieving emeritus status totaled $3,444.

Investment Adviser and Administrator-SBMFM

	SBMFM serves as investment adviser to the Fund pursuant to 
a written agreement (the "Advisory Agreement"), which was most 
recently approved by the Fund's Board of Directors, including a 
majority of the Directors who are not "interested persons" of the 
Fund or SBMFM, on July 24, 1997.  The services provided by SBMFM 
under the Advisory Agreement are described in the Prospectus 
under "Management of the Fund." SBMFM pays the salary of any 
officer and employee who is employed by both it and the Fund. 
SBMFM bears all expenses in connection with the performance of 
its services. SBMFM is a wholly owned subsidiary of Salomon Smith 
Barney Holdings Inc. ("Holdings"), which is in turn a wholly 
owned subsidiary of Travelers Group Inc. ("Travelers").

	As compensation for investment advisory services, the Fund 
pays SBMFM a fee computed daily and paid monthly at the annual 
rate of 0.60% of the value of the Fund's average daily net 
assets. For the 1995, 1996 and 1997 fiscal years, the Fund paid 
$1,829,883, $3,229,363 and $3,956,238, respectively, in 
investment advisory fees.

	SBMFM also serves as administrator to the Fund pursuant to 
a written agreement dated April 20, 1994 (the "Administration 
Agreement"), which was most recently approved by the Fund's Board 
of Directors, including a majority of Directors who are not 
"interested persons" of the Fund or SBMFM, on July 24, 1997. The 
services provided by SBMFM under the Administration Agreement are 
described in the Prospectus under "Management of the Fund." SBMFM 
pays the salary of any officer and employee who is employed by 
both it and the Fund and bears all expenses in connection with 
the performance of its services.

	As compensation for administration services rendered to the 
Fund, SBMFM receives a fee at the annual rate of 0.20% of the 
value of the Fund's average daily net assets. For the 1995, 1996 
and 1997 fiscal years, the Fund paid SBMFM $1,829,833, $1,076,455 
and $1,318,746, respectively, in administration fees.

	The Fund bears expenses incurred in its operation, 
including: taxes, interest, brokerage fees and commissions, if 
any; fees of Directors who are not officers, directors, 
shareholders or employees of Smith Barney, or SBMFM,  Securities 
and Exchange Commission (the "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 
prospectuses and statements of additional information for 
regulatory purposes and for distribution to existing 
shareholders, shareholders' reports and corporate meetings.

	SBMFM has agreed that if in any fiscal year the aggregate 
expenses of the Fund (including fees paid pursuant to the 
Advisory and Administration Agreements, but excluding interest, 
taxes, brokerage, fees paid pursuant to the Fund's services and 
distribution plan, and, with the prior written consent of the 
necessary state securities commissions, extraordinary expenses) 
exceed the expense limitation of any state having jurisdiction 
over the Fund, SBMFM will, to the extent required by state law, 
reduce its management fee by such excess expense. Such a fee 
reduction, if any, will be reconciled on a monthly basis. The 
most restrictive state limitation applicable to the Fund would 
require SBMFM to reduce its fees in any year that such excess 
expenses exceed 2.50% of the first $30 million of average net 
assets, 2.00% of the next $70 million of average net assets and 
1.50% of the remaining average net assets. No fee reduction was 
required for the 1995, 1996 and 1997 fiscal years.

Counsel and Auditors

	Willkie Farr & Gallagher serves as counsel to the Fund. The 
Directors who are not "interested persons" of the Fund have 
selected Stroock & Stroock & Lavan LLP as their legal counsel.

	KPMG Peat Marwick LLP, 345 Park Avenue, New York, New York 
10154, has been selected as the Fund's independent auditor to 
examine and report on the Fund's financial statements and 
highlights for the fiscal year ending August 31, 1998. 


INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

	The Prospectus discusses the Fund's investment objective 
and the policies it employs to achieve its objective. The 
following discussion supplements the description of the Fund's 
investment objective and management policies in the Prospectus.

Leveraging

	The Fund may from time to time leverage its investments by 
purchasing securities with borrowed money. The Fund may borrow 
money only from banks and in an amount not to exceed 33 1/3% of 
the total value of its assets less its liabilities. The amount of 
the Fund's borrowings also may be limited by the availability and 
cost of credit and by restrictions imposed by the Federal Reserve 
Board.

	The 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 bank debt 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 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 the Fund's net 
investment income in any given period.

Lending of Portfolio Securities
   
	As stated in the Prospectus, the Fund has the ability to 
lend securities from its portfolio to brokers, dealers and other 
financial organizations. Such loans, if and when made, will be 
consistent with applicable regulatory requirements.  The Fund may 
not lend its portfolio securities to Smith Barney or its 
affiliates unless it has applied for and received specific 
authority from the SEC. Loans of portfolio securities by the Fund 
will be collateralized by cash, letters of credit or securities 
issued or guaranteed by the United States government, its 
agencies or instrumentalities ("U.S. government securities") 
which will be maintained at all times in an amount equal to at 
least 100% of the current market value of the loaned securities. 
From time to time, the Fund may return 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 or with Smith Barney, and which is 
acting as a "finder."
    
	In lending its portfolio securities, the 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 government securities are used as 
collateral. Requirements of the SEC, which may be subject to 
future modifications, currently provide that the following 
conditions must be met whenever 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 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 an amount 
equal to 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; however, if a material event adversely affecting 
the investment occurs, the Fund's Board of Directors 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 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 SBMFM to be of good standing and will not be made unless, in 
the judgment of SBMFM the consideration to be earned from such 
loans would justify the risk.

Money Market Instruments

	As stated in the Prospectus, the Fund may invest for 
defensive purposes in corporate and government bonds and notes 
and money market instruments. Money market instruments in which 
the Fund may invest include: U.S. government securities; 
certificates of deposit, time deposits 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. The following is a more detailed description of such 
money market instruments.

	Bank Obligations. Certificates of deposits ("CDs") are 
short-term, negotiable obligations of commercial banks. Time 
deposits ("TDs") are non-negotiable deposits maintained in 
banking institutions for specified periods of time at stated 
interest rates. Bankers' acceptances are time drafts drawn on 
commercial banks by borrowers, usually in connection with 
international transactions.

	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 the Fund, depending upon the principal 
amount of CDs of each bank held by the Fund) and are subject to 
Federal examination and to a substantial body of Federal law and 
regulation. As a result of governmental 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 domestic 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. Such 
obligations are subject to different risks than are those of 
domestic banks or domestic 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 domestic banks are not necessarily 
subject to the same or similar regulatory requirements that apply 
to domestic 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 domestic bank than about a 
domestic bank. CDs issued by wholly owned Canadian subsidiaries 
of domestic banks are guaranteed as to repayment of principal and 
interest (but not as to sovereign risk) by the domestic parent 
bank.

	Obligations of domestic 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 governmental regulation as well as governmental action in 
the country in which the foreign bank has its head office. A 
domestic 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 domestic branch of a foreign bank than about 
a domestic bank.

	In view of the foregoing factors associated with the 
purchase of CDs and TDs issued by foreign branches of domestic 
banks or by domestic branches of foreign banks, SBMFM will 
carefully evaluate such investments on a case-by-case basis.

	Savings and loans associations whose CDs may be purchased 
by the Fund are supervised by the Office of Thrift Supervision 
and are insured by the Savings Association Insurance Fund which 
is administered by the FDIC and is backed by the full faith and 
credit of the United States government. As a result, such savings 
and loan associations are subject to regulation and examination.



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.

	Convertible securities generally are subordinated to other 
similar but nonconvertible securities of the same issuer, 
although convertible bonds, 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 
non-convertible securities.

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, warrants 
may be considered more speculative than certain other types of 
investments. Also, 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.

Investment Restrictions
   
	The Fund has adopted the following investment restrictions 
for the protection of shareholders. Restrictions 1 through 7 
cannot be changed without approval by the holders of a majority 
of the outstanding shares of the Fund, defined as the lesser of 
(a) 67% or more of the Fund's shares present at a meeting, if the 
holders of more than 50% of the outstanding shares are present in 
person or by proxy or (b) more than 50% of the Fund's outstanding 
shares. The remaining restrictions may be changed by the Board of 
Directors at any time. The Fund may not:
    
   
1. 	Invest in a manner that would cause it to fail to be 
a "diversified company" under the 1940 Act and the rules, 
regulations and orders thereunder. 

2. Issue "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.

3. Invest more than 25% of its total assets in securities, the 
issuers of which conduct their principal business 
activities in the same industry. For purposes of this 
limitation, securities of the U.S. government (including 
its agencies and instrumentalities) and securities of state 
or municipal governments and their political subdivisions 
are not considered to be issued by members of any industry.

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

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

6. Purchase or sell real estate, real estate mortgages, 
commodities or commodity contracts, but this restriction 
shall not prevent the Fund from: (a) investing in 
securities of issuers engaged in the real estate business 
or the 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 Funds investment objective and 
policies); or (d) investing in real estate investment trust 
securities.

7. 	Borrow money except that (a) the Fund 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 Fund 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 
Fund 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) valued at the time the 
borrowing is made, is derived from such transactions.

8. 	Purchase any securities on margin (except for such 
short-term credits as are necessary for the clearance of 
purchases and sales of portfolio securities) or sell any 
securities short (except "against the box"). For purposes 
of this restriction, the deposit or payment by the Fund of 
underlying securities and other assets in escrow and 
collateral agreements with respect to initial or 
maintenance margin in connection with futures contracts and 
related options and options on securities, indexes or 
similar items is not considered to be the purchase of a 
security on margin.

9.	Purchase or otherwise acquire any security if, as a result, 
more than 15% of its net assets would be invested in 
securities that are illiquid.

10.	Invest more than 5% of the value of its net assets 
(valued at the lower of cost or market) in warrants, of 
which no more than 2% of net assets may be invested in 
warrants not listed on the New York Stock Exchange, Inc. 
(the "NYSE") or the American Stock Exchange. The 
acquisition of warrants attached to other securities is not 
subject to this restriction.

11. 	Purchase, sell or write put, call, straddle or spread 
options.

12. 	Purchase participations or other direct interests in 
oil, gas or other mineral exploration or development 
programs.

13. 	Invest in companies for the purpose of exercising 
management or control. 

14.	Invest more than 5% of the value of its total assets 
in securities of issuers having a record of fewer than 
three years of continual operation except that the 
restriction will not apply to U.S. government securities. 
(For purposes of this restriction, issuers include 
predecessors, sponsors, controlling persons, general 
partners, and guarantors of underlying assets.) 
    
	Certain restrictions listed above permit the Fund without 
shareholder approval to engage in investment practices that the 
Fund does not currently pursue. The Fund has no present intention 
of altering its current investment practices as otherwise 
described in the Prospectus and this Statement of Additional 
Information and any future change in these practices would 
require Board approval. If any percentage restriction described 
above is complied with at the time of an investment, a later 
increase or decrease in percentage resulting from a change in 
values or assets will not constitute a violation of such 
restriction.

Portfolio Turnover

	The Fund's investment policies may result in its 
experiencing a greater portfolio turnover rate than those of 
investment companies that seek to produce income or to maintain a 
balanced investment position. Although the Fund's portfolio 
turnover rate cannot be predicted and will vary from year to 
year, SBMFM expects that the Fund's annual portfolio turnover 
rate may exceed 100%, but will not exceed 200%. A 100% portfolio 
turnover rate would occur, for instance, if all securities in the 
Fund's portfolio were replaced once during a period of one year. 
A high rate of portfolio turnover in any year will increase 
brokerage commissions paid and could result in high amounts of 
realized investment gain subject to the payment of taxes by 
shareholders. Any realized short-term investment gain will be 
taxed to shareholders as ordinary income. For the 1995, 1996 and 
1997 fiscal years, the Fund's portfolio turnover rates were 44%, 
13% and 6%, respectively.

Portfolio Transactions

	Decisions to buy and sell securities for the Fund are made 
by SBMFM, subject to the overall supervision and review of the 
Fund's Board of Directors. Portfolio securities transactions for 
the Fund are effected by or under the supervision of SBMFM.

	Transactions on stock exchanges involve the payment of 
negotiated brokerage commissions. There is generally no stated 
commission in the case of securities traded in the over-the-
counter markets, but the price of those securities includes an 
undisclosed commission or mark-up. The cost of securities 
purchased from underwriters includes an underwriting commission 
or concession, and the prices at which securities are purchased 
from and sold to dealers include a dealer's mark-up or mark-down. 
For the 1995, 1996 and 1997 fiscal years, the Fund paid $210,164, 
$147,324 and $101,369, respectively, in brokerage commissions.

	In executing portfolio transactions and selecting brokers 
or dealers, it is the Fund's policy to seek the best overall 
terms available. The Advisory Agreement between the Fund and 
SBMFM provides that, in assessing the best overall terms 
available for any transaction, SBMFM shall consider the factors 
it deems relevant, including the breadth of the market in the 
security, the price of the security, the financial condition and 
execution capability of the broker or dealer, and the 
reasonableness of the commission, if any, for the specific 
transaction and on a continuing basis. In addition, the Advisory 
Agreement authorizes SBMFM, in selecting brokers or dealers to 
execute a particular transaction and in evaluating the best 
overall terms available, to consider the brokerage and research 
services (as those terms are defined in Section 28(e) of the 
Securities Exchange Act of 1934) provided to the Fund and/or 
other accounts over which SBMFM or an affiliate exercises 
investment discretion.

	The Fund's Board of Directors will periodically review the 
commissions paid by the Fund to determine if the commissions paid 
over representative periods of time were reasonable in relation 
to the benefits inuring to the Fund. It is possible that certain 
of the services received will primarily benefit one or more other 
accounts for which investment discretion is exercised. 
Conversely, the Fund may be the primary beneficiary of services 
received as a result of portfolio transactions effected for other 
accounts. SBMFM's fee under the Advisory Agreement is not reduced 
by reason of SBMFM's receiving such brokerage and research 
services.

	The Fund's Board of Directors has determined that any 
portfolio transaction for the Fund may be executed through Smith 
Barney if, in SBMFM's judgment, the use of Smith Barney is likely 
to result in price and execution at least as favorable as those 
of other qualified brokers, and if, in the transaction, Smith 
Barney charges the Fund a commission rate consistent with that 
charged by Smith Barney to comparable unaffiliated customers in 
similar transactions. In addition, under SEC rules, Smith Barney 
may directly execute such transactions for the Fund on the floor 
of any national securities exchange, provided (a) the Board of 
Directors has expressly authorized Smith Barney to effect such 
transactions and (b) Smith Barney annually advises the Fund of 
the aggregate compensation it earned on such transactions. Smith 
Barney will not participate in commissions from brokerage given 
by the Fund to other brokers or dealers and will not receive any 
reciprocal brokerage business resulting therefrom. Over-the-
counter purchases and sales are transacted directly with 
principal market makers except in those cases in which better 
prices and executions may be obtained elsewhere. For the 1995, 
1996 and 1997 fiscal years, the Fund paid $23,768, $3,000 and   
$0, respectively, in brokerage commissions to Smith Barney. For 
the 1997 fiscal year, Smith Barney received 0% of the brokerage 
commissions paid by the Fund and effected 0% of the total dollar 
amount of transactions for the Fund involving the payment of 
brokerage commissions.

	Even though investment decisions for the Fund are made 
independently from those of the other accounts managed by SBMFM, 
investments of the kind made by the Fund also may be made by 
those other accounts. When the Fund and one or more accounts 
managed by SBMFM are prepared to invest in, or desire to dispose 
of, the same security, available investments or opportunities for 
sales will be allocated in a manner believed by SBMFM to be 
equitable. In some cases, this procedure may adversely affect the 
price paid or received by the Fund or the size of the position 
obtained for or disposed of by the Fund.



PURCHASE OF SHARES

Volume Discounts

	The schedule of sales charges on Class A shares described 
in the Prospectus applies to purchases made by any "purchaser," 
which is defined to include the following: (a) an individual; (b) 
an individual's spouse and his or her children purchasing shares 
for his or her own account; (c) a trustee or other fiduciary 
purchasing shares for a single trust estate or single fiduciary 
account; (d) a pension, profit-sharing or other employee benefit 
plan qualified under Section 401(a) of the Internal Revenue Code 
of 1986, as amended (the "Code"), and qualified employee benefit 
plans of employers who are "affiliated persons" of each other 
within the meaning of the 1940 Act; (e) tax-exempt organizations 
enumerated in Section 501(c)(3) or (13) of the Code; and (f) a 
trustee or other professional fiduciary (including a bank, or an 
investment adviser registered with the SEC under the Investment 
Advisers Act of 1940, as amended) purchasing shares of the Fund 
for one or more trust estates or fiduciary accounts. Purchasers 
who wish to combine purchase orders to take advantage of volume 
discounts should contact a Smith Barney Financial Consultant.

Combined Right of Accumulation

Reduced sales charges, in accordance with the schedule in the 
Prospectus, apply to any purchase of Class A shares if the 
aggregate investment in Class A shares of the Fund and in Class A 
shares of other funds of the Smith Barney Mutual Funds that are 
offered with a sales charge, including the purchase being made, 
of any purchaser is $25,000 or more. The reduced sales charge is 
subject to confirmation of the shareholder's holdings through a 
check of appropriate records. The Fund reserves the right to 
terminate or amend the combined rights of accumulation at any 
time after written notice to shareholders. For further 
information regarding the right of accumulation, shareholders 
should contact a Smith Barney Financial Consultant.

Determination of Public Offering Price

	The Fund offers its shares to the public on a continuous 
basis. The public offering price for a Class A, Class Y and Class 
Z share of the Fund is equal to the net asset value per share at 
the time of purchase, plus for Class A shares an initial sales 
charge based on the aggregate amount of the investment. The 
public offering price for a Class B and Class C share (and Class 
A share purchases, including applicable rights of accumulation, 
equaling or exceeding $500,000), is equal to the net asset value 
per share at the time of purchase and no sales charge is imposed 
at the time of purchase. A contingent deferred sales charge 
("CDSC"), however, is imposed on certain redemptions of Class B 
and Class C shares, and of Class A shares when purchased in 
amounts equaling or exceeding $500,000. The method of computation 
of the public offering price is shown in the Fund's financial 
statements incorporated by reference in their entirety into this 
Statement of Additional Information.


REDEMPTION OF SHARES

	The right of redemption may be suspended or the date of 
payment postponed (a) for any period during which the NYSE is 
closed (other than for customary weekend or holiday closings), 
(b) when trading in markets the Fund normally utilizes is 
restricted, or an emergency exists, as determined by the SEC, so 
that disposal of the Fund's investments or determination of net 
asset value is not reasonably practicable or (c) for such other 
periods as the SEC by order may permit for the protection of the 
Fund's shareholders.

Distributions in Kind

	If the Board of Directors of the Fund determines that it 
would be detrimental to the best interests of the remaining 
shareholders of the Fund to make a redemption payment wholly in 
cash, the Fund may pay, in accordance with SEC rules, any portion 
of a redemption in excess of the lesser of $250,000 or 1% of the 
Fund's net assets by distribution in kind of portfolio securities 
in lieu of cash. Securities issued as a distribution in kind may 
incur brokerage commissions when shareholders subsequently sell 
those securities.

Automatic Cash Withdrawal Plan

	An automatic cash withdrawal plan (the "Withdrawal Plan") 
is available to shareholders who own shares with a value of at 
least $10,000 ($5,000 for retirement plan accounts) and who wish 
to receive specific amounts of cash monthly or quarterly. 
Withdrawals of at least $100 may be made under the Withdrawal 
Plan by redeeming as many shares of the Fund as may be necessary 
to cover the stipulated withdrawal payment. Any applicable CDSC 
will not be waived on amounts withdrawn by shareholders that 
exceed 1.00% per month of the value of a shareholder's shares at 
the time the Withdrawal Plan commences. (With respect to 
Withdrawal Plans in effect prior to November 7, 1994 any 
applicable CDSC will be waived on amounts withdrawn that do not 
exceed 2.00% per month of the value of a shareholder's shares at 
the time the Withdrawal Plan commences.) To the extent 
withdrawals exceed dividends, distributions and appreciation of a 
shareholder's investment in the Fund, there will be a reduction 
in the value of the shareholder's investment and continued 
withdrawal payments will reduce the shareholder's investment and 
ultimately may exhaust it. Withdrawal payments should not be 
considered as income from investment in the Fund. Furthermore, as 
it generally would not be advantageous to a shareholder to make 
additional investments in the Fund at the same time that he or 
she is participating in the Withdrawal Plan, purchases by such 
shareholders in amounts of less than $5,000 ordinarily will not 
be permitted.

	Shareholders who wish to participate in the Withdrawal Plan 
and who hold their shares in certificate form must deposit their 
share certificates with First Data as agent for Withdrawal Plan 
members. All dividends and distributions on shares in the 
Withdrawal Plan are reinvested automatically at net asset value 
in additional shares of the Fund.  A shareholder who purchases 
shares directly through First Data may continue to do so and 
applications for participation in the Withdrawal Plan must be 
received by First Data no later than the eighth day of the month 
to be eligible for participation beginning with that month's 
withdrawal. For additional information, shareholders should 
contact a Smith Barney Financial Consultant.


DISTRIBUTOR

	Smith Barney serves as the Fund's distributor on a best 
efforts basis pursuant to a written agreement (the "Distribution 
Agreement"), which was most recently approved by the Fund's Board 
of Directors on July 24, 1997. For the 1995, 1996 and 1997 fiscal 
years, Smith Barney received $476,500, $834,000 and $2,996,866, 
respectively, in sales charges for the sale of Class A shares, 
and did not reallow any portion thereof to dealers. For the 1995, 
1996 and 1997 fiscal years, Smith Barney received from 
shareholders $154,700, $237,000 and $497,000, respectively, in 
CDSC on the redemption of Class B shares.

	When payment is made by the investor before settlement 
date, unless otherwise directed by the investor, the funds will 
be held as a free credit balance in the investor's brokerage 
account and Smith Barney may benefit from the temporary use of 
the funds. The investor may designate another use for the funds 
prior to settlement date, such as an investment in a money market 
fund (other than Smith Barney Exchange Reserve Fund) of the Smith 
Barney Mutual Funds. If the investor instructs Smith Barney to 
invest the funds in a Smith Barney money market fund, the amount 
of the investment will be included as part of the average daily 
net assets of both the Fund and the Smith Barney money market 
fund, and affiliates of Smith Barney that serve the funds in an 
investment advisory capacity or administrative capacity will 
benefit from the fact that they are receiving fees from both such 
investment companies for managing these assets computed on the 
basis of their average daily net assets. The Fund's Board of 
Directors has been advised of the benefits to Smith Barney 
resulting from these settlement procedures and will take such 
benefits into consideration when reviewing the Advisory, 
Administration and Distribution Agreements for continuance.

	For the fiscal year ended August 31, 1997, Smith Barney 
incurred distribution expenses totaling approximately $4,771,657, 
consisting of approximately $166,095 for advertising, $21,496 for 
printing and mailing prospectuses, $1,255,230 for support 
services and overhead expenses, $2,968,986 to Smith Barney to 
compensate financial consultants and $359,850 for accruals for 
interest on the excess of Smith Barney expenses incurred in 
distribution of the Fund's shares over the sum of the 
distribution fees and CDSC received by Smith Barney. 

Distribution Arrangements

	To compensate Smith Barney for the services it provides and 
for the expense it bears under the Distribution Agreement, the 
Fund has adopted a services and distribution plan (the "Plan") 
pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the 
Fund pays Smith Barney a service fee, accrued daily and paid 
monthly, calculated at the annual rate of 0.25% of the value of 
the Fund's average daily net assets attributable to the Class A, 
Class B and Class C shares. In addition, the Fund pays Smith 
Barney a distribution fee with respect to Class B and Class C 
shares primarily intended to compensate Smith Barney for its 
initial expense of paying Financial Consultants a commission upon 
sales of those shares. The Class B and Class C distribution fee 
is calculated at the annual rate of 0.75% of the value of the 
Fund's average net assets attributable to the shares of the 
respective Class.

	For the fiscal year ended August 31, 1997, the Fund 
incurred $717,814 and $400,318 in service fees for Class A and 
Class B shares, respectively.  For the fiscal years ended August 
31, 1995, 1996 and 1997, the Fund incurred  $45,155, $181,560 and 
$169,445, respectively, in service fees for its Class C shares.  
For the fiscal years ended August 31, 1995, 1996 and 1997, the 
Fund incurred $1,095, $453,832 and 1,601,273 for Class B shares 
and $980,293, $544,679 and $677,779 for Class C shares, 
respectively, in distribution fees.

	Under its terms, the Plan continues from year to year, 
provided such continuance is approved annually by vote of the 
Board of Directors, including a majority of the Directors who are 
not interested persons of the Fund and who have no direct or 
indirect financial interest in the operation of the Plan or in 
the Distribution Agreement (the "Independent Directors"). The 
Plan may not be amended to increase the amount of the service and 
distribution fees without shareholder approval, and all material 
amendments of the Plan also must be approved by the Directors and 
Independent Directors in the manner described above. The Plan may 
be terminated with respect to a Class of the Fund at any time, 
without penalty, by vote of a majority of the Independent 
Directors or by vote of a majority of the outstanding voting 
securities of the Class (as defined in the 1940 Act). Pursuant to 
the Plan, Smith Barney will provide the Fund's Board of Directors 
with periodic reports of amounts expended under the Plan and the 
purpose for which such expenditures were made.


VALUATION OF SHARES

	Each Class' net asset value per share is calculated on each 
day, Monday through Friday, except days on which the NYSE is 
closed. The NYSE currently is scheduled to be closed on 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. Because of the differences in distribution fees and 
Class-specific expenses, the per share net asset value of each 
Class may differ. The following is a description of the 
procedures used by the Fund in valuing its assets.

	Securities listed on a national securities exchange will be 
valued on the basis of the last sale on the date on which the 
valuation is made or, in the absence of sales, at the mean 
between the closing bid and asked prices. Over-the-counter 
securities will be valued on the basis of the bid price at the 
close of business on each day, or, if market quotations for those 
securities are not readily available, at fair value, as 
determined in good faith by the Fund's Board of Directors. Short-
term obligations with maturities of 60 days or less are valued at 
amortized cost, which constitutes fair value as determined by the 
Fund's Board of Directors. Amortized cost involves valuing an 
instrument at its original cost to the Fund 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. All other securities and 
other assets of the Fund will be valued at fair value as 
determined in good faith by the Fund's Board of Directors.


EXCHANGE PRIVILEGE

Shareholders of any fund of the Smith Barney Mutual Funds may 
exchange all or part of their shares for shares of the same class 
of other funds of the Smith Barney Mutual Funds, to the extent 
such shares are offered for sale in the shareholder's state of 
residence, on the basis of relative net asset value per share at 
the time of exchange, except that Class B shares of the Fund 
exchanged for Class B shares of another fund will be subject to 
the higher applicable CDSC of the two funds and, for purposes of 
calculating CDSC rates and conversion periods, will be deemed to 
have been held since the date the shares being exchanged were 
deemed to be purchased. 

	The exchange privilege enables shareholders to acquire 
shares of the same Class in a fund with different investment 
objectives when they believe that a shift between funds is an 
appropriate investment decision. This privilege is available to 
shareholders residing in any state in which the fund shares being 
acquired may legally be sold. Prior to any exchange, the 
shareholder should obtain and review a copy of the current 
prospectus of each fund into which an exchange is being 
considered. Prospectuses may be obtained from a Smith Barney 
Financial Consultant.

	Upon receipt of proper instructions and all necessary 
supporting documents, shares submitted for exchange are redeemed 
at the then-current net asset value and, subject to any 
applicable CDSC, the proceeds are immediately invested, at a 
price as described above, in shares of the fund being acquired. 
Smith Barney reserves the right to reject any exchange request. 
The exchange privilege may be modified or terminated at any time 
after written notice to shareholders. 


PERFORMANCE DATA

	From time to time, the Fund may quote total return of the 
Classes in advertisements or in reports and other communications 
to shareholders. The Fund may include comparative performance 
information in advertising or marketing the Fund'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.  To the extent any advertisement or 
sales literature of the Fund describes the expenses or 
performance of Class A, Class B, Class C or Class Y, it will also 
disclose such information for the other Classes.

Average Annual Total Return

	"Average annual total return" figures are computed 
according to a formula prescribed by the SEC. The formula can be 
expressed as follows:

			P(1 + 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. 
	
Class A's average annual total return was as follows for the 
periods indicated:

41.67%	for the one-year period beginning on September 1, 
1996 through August 31, 1997;

19.57%	per annum during the five-year period beginning on 
September 1, 1992 through August 31, 1997; and 

12.44%	 per annum during the ten-year period beginning on 
September 1, 1987 through August 31, 1997.

	Class B's average annual total return was as follows for 
the periods indicated:

42.94%	for the one-year period beginning on September 1, 
1996 through August 31, 1997; and

18.66%	per annum from November 6, 1992 through August 31, 
1997.

	Class C's average annual total return was as follows for 
the periods indicated:

46.97%	for the one-year period beginning on September 1, 
1996 through August 31, 1997; and

20.43%	per annum from May 13, 1993 through August 31, 1997.

Class Y's average annual total return was as follows for the 
periods indicated:

49.64%	for the one-year period beginning on September 1, 
1996 through August 31, 1997; and

20.54%	per annum for the period from January 31, 1996 
through August 31, 1997.


	Class Z's average annual total return was as follows for 
the periods indicated:

49.61%	for the one-year period beginning on September 1, 
1996 through August 31, 1997; and

20.09%	per annum from November 6, 1992 through August 31, 
1997.

	Average annual total return figures calculated in 
accordance with the above formula assume that the maximum 5.00% 
sales charge or maximum applicable CDSC, as the case may be, has 
been deducted from the hypothetical investment.

Aggregate Total Return

	"Aggregate total return" figures represent the cumulative 
change in the value of an investment in the Class for the 
specified period and are computed by the following formula:

				ERV-P
				AGGREGATE TOTAL RETURN =    P

	Where: 	P	=  a hypothetical initial payment of $10,000. 
			ERV	=  Ending Redeemable Value of a hypothetical 
				   $10,000 investment made at the beginning of the 
				   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.

	Class A's aggregate total return was as follows for the 
periods indicated:

49.11%	for the one-year period from September 1, 1996 
through August 31, 1997.

157.31%	for the five-year period from September 1, 1992 
through August 31, 1997; and 

240.03%	for the ten-year period from September 1, 1987 
through August 31, 1997.

	These aggregate total return figures do not assume the 
maximum 5.00% sales charge has been deducted from the investment 
at the time of purchase. If the maximum sales charge had been 
deducted at the time of purchase, the Fund's aggregate total 
return for those same periods would have been 41.67%, 144.41% and 
223.01%, respectively.
	
	Class B's aggregate total return was as follows for the 
periods indicated:

47.94%	for one-year period from September 1, 1996 through 
August 31, 1997; and

129.06%	for the period from November 6, 1992 through August 
31, 1997.

	Class B's aggregate total return figures assume that the 
maximum applicable CDSC has not been deducted from the investment 
at the time of purchase. If the maximum applicable CDSC had been 
reflected, Class B's aggregate total return for the same periods 
would have been 42.94% and 128.06%, respectively.
	
	Class C's aggregate total return was as follows for the 
periods indicated:

47.97%	for the one-year period from September 1, 1996 
through August 31, 1997; and

122.61%	for the period from May 13, 1993 through August 31, 
1997.

Class Y's aggregate total return was as follows for the periods 
indicated:

49.64%	for the one-year period beginning on September 1, 
1996 through August 31, 1997; and

34.49%	per annum for the period from January 31, 1996 
through August 31, 1997.

	Class Z's aggregate total return was as follows for the 
periods indicated:

49.61%	for the one-year period from September 1, 1996 
through August 31, 1997; and

141.63%	for the period from November 6, 1992 through August 
31, 1997.

	Performance will vary from time to time depending upon 
market conditions, the composition of the Fund's portfolio, 
operating expenses and the expenses exclusively attributable to 
the Class. Consequently, any given performance quotation should 
not be considered representative of the Class' performance for 
any specified period in the future. Because performance will 
vary, it may not provide a basis for comparing an investment in 
the Class with certain bank deposits or other investments that 
pay a fixed yield for a stated period of time. Investors 
comparing the Class' performance with that of other mutual funds 
should give consideration to the quality and maturity of the 
respective investment companies' portfolio securities.

	It is important to note that the total return figures set 
forth above are based on historical earnings and are not intended 
to indicate future performance.


TAXES

	The following is a summary of certain Federal income tax 
considerations that may affect the Fund and its shareholders. The 
summary is not intended as a substitute for individual tax advice 
and investors are urged to consult their own tax advisers as to 
the tax consequences of an investment in the Fund.

	The Fund has qualified and intends to continue to qualify 
each year as a regulated investment company under the Code. 
Provided that the Fund (a) is a regulated investment company and 
(b) distributes at least 90% of its net investment income 
(including, for this purpose, net realized short-term capital 
gains), the Fund will not be liable for Federal income taxes to 
the extent its net investment income and its net realized long- 
and short-term capital gains, if any, are distributed to its 
shareholders. Although the Fund expects to be relieved of all or 
substantially all Federal, state, and local income or franchise 
taxes, depending upon the extent of its activities in states and 
localities in which its offices are maintained, in which its 
agents or independent contractors are located, or in which it is 
otherwise deemed to be conducting business, that portion of the 
Fund's income which is treated as earned in any such state or 
locality could be subject to state and local taxes. Any such 
taxes paid by the Fund would reduce the amount of income and 
gains available for distribution to shareholders. All net 
investment income and net capital gains earned by the Fund will 
be reinvested automatically in additional shares of the same 
Class of the Fund at net asset value, unless the shareholder 
elects to receive dividends and distributions in cash.

	Gains or losses on the sales of securities by the Fund 
generally will be long-term capital gains or losses if the Fund 
has held the securities for more than one year. Gains or losses 
on the sales of securities held for not more than one year 
generally will be short-term capital gains or losses. If the Fund 
acquires a debt security at a substantial discount, a portion of 
any gain upon the sale or redemption will be taxed as ordinary 
income, rather than capital gain to the extent it reflects 
accrued market discount.

	Dividends of net investment income and distributions of net 
realized short-term capital gains will be taxable to shareholders 
as ordinary income for Federal income tax purposes, whether 
received in cash or reinvested in additional shares. Dividends 
received by corporate shareholders will qualify for the 
dividends-received deduction only to the extent that the Fund 
designates the amount distributed as a dividend and the amount so 
designated does not exceed the aggregate amount of dividends 
received by the Fund from domestic corporations for the taxable 
year. The Federal dividends-received deduction for corporate 
shareholders may be further reduced or disallowed if the shares 
with respect to which dividends are received are treated as debt 
financed or are deemed to have been held for less than 46 days.

	Foreign countries may impose withholding and other taxes on 
dividends and interest paid to the Fund with respect to 
investments in foreign securities. However, certain foreign 
countries have entered into tax conventions with the United 
States to reduce or eliminate such taxes.

	Distributions of long-term capital gains will be taxable to 
shareholders as such, whether paid in cash or reinvested in 
additional shares and regardless of the length of time that the 
shareholder has held his or her interest in the Fund. If a 
shareholder receives a distribution taxable as long-term capital 
gain with respect to his or her investment in the Fund and 
redeems or exchanges the shares before he or she has held them 
for more than six months, any loss on the redemption or exchange 
that is less than or equal to the amount of the distribution will 
be treated as a long-term capital loss.

	A portion of long-term capital gains may be designated as 
eligible for the 20% maximum capital gains tax rate on gains 
realized by individuals from capital assets held for more than 18 
months.

	If a shareholder (a) incurs a sales charge in acquiring or 
redeeming shares of the Fund, (b) disposes of those shares within 
90 days and (c) acquires shares in a mutual fund for which the 
otherwise applicable sales charge is reduced by reason of a 
reinvestment right (i.e., exchange privilege), the original sales 
charge increases the shareholder's tax basis in the original 
shares only to the extent the otherwise applicable sales charge 
for the second acquisition is not reduced. The portion of the 
original sales charge that does not increase the shareholder's 
tax basis in the original shares would be treated as incurred 
with respect to the second acquisition and, as a general rule, 
would increase the shareholder's tax basis in the newly acquired 
shares. Furthermore, the same rule also applies to a disposition 
of the newly acquired or redeemed shares made within 90 days of 
the second acquisition. This provision prevents a shareholder 
from immediately deducting the sales charge by shifting his or 
her investment in a family of mutual funds.

	Investors considering buying shares of the Fund on or just 
prior to a record date for a taxable dividend or capital gain 
distribution should be aware that, regardless of whether the 
price of the Fund shares to be purchased reflects the amount of 
the forthcoming dividend or distribution payment, any such 
payment will be a taxable dividend or distribution payment.

	If a shareholder fails to furnish a correct taxpayer 
identification number, fails to report dividend and interest 
income in full, or fails to certify that he or she has provided a 
correct taxpayer identification number and that he or she is not 
subject to such withholding, the shareholder may be subject to a 
31% "backup withholding" tax with respect to (a) any taxable 
dividends and distributions and (b) any proceeds of any 
redemption of Fund shares. An individual's taxpayer 
identification number is his or her social security number. The 
backup withholding tax is not an additional tax and may be 
credited against a shareholder's regular Federal income tax 
liability.

	The foregoing is only a summary of certain tax 
considerations generally affecting the Fund and its shareholders 
and is not intended as a substitute for careful tax planning. 
Shareholders are urged to consult their tax advisers with 
specific reference to their own tax situations, including their 
state and local tax liabilities.


ADDITIONAL INFORMATION

	The Fund was incorporated on May 12, 1983 under the name 
Shearson Aggressive Growth Fund Inc. On May 20, 1988, November 6, 
1992, July 30, 1993 and October 14, 1994, the Fund changed its 
name to Shearson Lehman Aggressive Growth Fund Inc., Shearson 
Lehman Brothers Aggressive Growth Fund Inc., Smith Barney 
Shearson Aggressive Growth Fund Inc. and Smith Barney Aggressive 
Growth Fund Inc., respectively.

	PNC Bank is located at 17th and Chestnut Street, 
Philadelphia, PA  19103, and serves as the custodian of the Fund. 
Under its agreement with the Fund, PNC Bank holds the Fund's 
portfolio securities and keeps all necessary accounts and 
records. For its services, PNC Bank receives a monthly fee based 
upon the month-end market value of securities held in custody and 
also receives securities transaction charges. PNC Bank is 
authorized to establish separate accounts for foreign securities 
owned by the Fund to be held with foreign branches of other 
domestic banks as well as with certain foreign banks and 
securities depositories. The assets of the Fund are held under 
bank custodianship in compliance with the 1940 Act.

	First Data is located at Exchange Place, Boston, 
Massachusetts 02109, and serves as the Fund's transfer agent. 
Under the transfer agency agreement, First Data 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, First Data 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.


FINANCIAL STATEMENTS

	The Fund's Annual Report for the fiscal year ended August 
31, 1997, accompanies this Statement of Additional Information 
and is incorporated herein by reference in its entirety.



						Smith Barney
						Aggressive
						Growth Fund Inc.



Statement of

Additional 
Information








   
December 29, 1997 
as 
amended June 29, 
1998
    






Smith Barney
Aggressive Growth Fund Inc.
388 Greenwich Street
New York, NY  10013
								SMITH BARNEY
								A Member of Travelers Group 



21

u:/legal\funds\grow\1997\secdocs\698am.doc	1