Filed with the Securities and Exchange Commission on October 31, 1997

Registration Nos.: 33-43446
811-6444
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.      14           X

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940        X

	Amendment No.        14         X

SMITH BARNEY INVESTMENT TRUST
                                                                      
(Exact name of Registrant as specified in Charter)

388 Greenwich Street, New York, New York  10013
(Address of Principal Executive Offices) (Zip Code)

Christina T. Sydor
Secretary

Smith Barney Investment Trust
388 Greenwich Street
New York, New York  10013
(212) 816-6474 
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment becomes effective

It is proposed that this filing will becomes effective:
			   
			       immediately upon filing pursuant to Rule 485(b)
			 on ________ pursuant to Rule 485(b)
			 days after filing pursuant to Rule 485(a)(2)
		X	60_days on December 30, 1997 pursuant to Rule 485(a)
			    
Registrant previously registered an indefinite number of its shares pursuant 
to Rule 24f-2 of the Investment Company Act of 1940.     The Registrants Rule 
24f-2 Notice for the fiscal year ended November 30, 1996 was filed on January 
28, 1997 as Accession No. 000091155-97-000045.<R/>


CONTENTS OF REGISTRATION STATEMENT

Front Cover

Contents Page

Cross Reference Sheet


Part A:	Prospectus dated December 30, 1997 for 
Smith Barney S& P 500 Index Fund


Part B:	Statement of Additional Information 
dated December 30, 1997, for Smith Barney
S&P 500 Index Fund

Part C:	Other Information

    



SMITH BARNEY INVESTMENT TRUST

FORM N-1A

CROSS-REFERENCE SHEET
PURSUANT TO RULE 495(b)


Part A Item No.

Prospectus Caption

1.  Cover Page

Cover Page

2.  Synopsis

Prospectus Summary

3.  Financial Highlights

Financial Highlights

4.  General Description of 
Registrant

Cover Page; Prospectus Summary; 
Investment
Objective and Management Policies; 
Additional Information


5.  Management of the Fund

Management of the Trust and the 
Fund; Distributor; Additional 
Information; Annual Report


6.  Capital Stock and Other 
Securities

Investment Objective and 
Management Policies; Dividends, 
Distributions and Taxes; 
Additional Information


7.  Purchase of Securities Being 
Offered

Purchase of Shares; Valuation of 
Shares; Exchange Privilege; 
Redemption of Shares; Minimum 
Account Size; Distributor; 
Additional Information


8.  Redemption or Repurchase

Purchase of Shares; Redemption of 
Shares; Exchange Privilege


9.  Pending Legal Proceedings

Not applicable



Part B Item No.
Statement of Additional 
Information Caption


10.  Cover Page

Cover Page

11.  Table of Contents

Table of Contents

12.  General Information and 
History

Distributor; Additional 
Information

13.  Investment Objective and 
Policies

Investment Objectives and 
Management Policies


14.  Management of the Fund

Management of the Trust and the 
Funds; Distributor



15.  Control Persons and Principal 
Holders of 
       Securities

Management of the Trust and the 
Funds

16.  Investment Advisory and Other 
Services

Management of the Trust and the 
Funds; Distributor


17.  Brokerage Allocation and Other 
Services

Investment Objectives and 
Management Policies; Distributor


18.  Capital Stock and Other 
Securities

Investment Objectives and 
Management Policies; Purchase of 
Shares; Redemption of Shares; 
Taxes


19.  Purchase, Redemption and 
Pricing of
       Securities Being Offered

Purchase of Shares; Redemption of 
Shares; Valuation of Shares; 
Distributor; Exchange Privilege


20.  Tax Status

Taxes

21.  Underwriters

Distributor

22.  Calculation of Performance 
Data

Performance Data

23.  Financial Statements

Financial Statements




SMITH BARNEY INVESTMENT TRUST


<PAGE>
 
SMITH BARNEY
   
S&P 500 Index Fund     
   
PROSPECTUS                              DECEMBER 30, 1997     
 
--------------------------------------------------------------------------------
     
  388 Greenwich Street     
     
  New York, New York 10013     
     
  1-800 451-2010     
       
          
  The Smith Barney S&P 500 Index Fund (the "Fund") seeks to provide investment
results that correspond to the price and yield performance of the Standard &
Poor's 500 Composite Stock Price Index ("S&P 500 Index"), which is representa-
tive of the U.S. stock market. The Fund will hold a broadly diversified portfo-
lio of common stocks that is comparable to the S&P 500 Index in terms of eco-
nomic sector weightings, market capitalization and liquidity.     
 
  The Fund is one of a number of funds, each having distinct investment objec-
tives and policies making up the Smith Barney Investment Trust (the "Trust").
The Trust is an open-end management investment company commonly referred to as
a mutual fund.
 
  This Prospectus sets forth concisely certain information about the Fund,
including sales charges, distribution and service fees and expenses, that pro-
spective investors will find helpful in making an investment decision. Invest-
ors are encouraged to read this Prospectus carefully and retain it for future
reference.
   
  Shares of the other Funds offered by the Trust are described in separate pro-
spectuses that may be obtained by calling the Trust at 1-800-451-2010.     
   
  Additional information about the Fund is contained in a Statement of Addi-
tional Information dated December 30, 1997, as amended or supplemented from
time to time, that is available upon request and without charge by calling or
writing the Fund at the telephone number or address set forth above or by con-
tacting a Smith Barney Financial Consultant. The Statement of Additional Infor-
mation has been filed with the Securities and Exchange Commission (the "SEC")
and is incorporated by reference into this Prospectus in its entirety.     
   
SMITH BARNEY INC.     
  Distributor
 
THE TRAVELERS INVESTMENT MANAGEMENT COMPANY
  Investment Adviser
 
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
  Administrator
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
<PAGE>
 
       
TABLE OF CONTENTS
 
<TABLE>   
<S>                                           <C>
PROSPECTUS SUMMARY                              3
-------------------------------------------------
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES    6
-------------------------------------------------
VALUATION OF SHARES                             9
-------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES              9
-------------------------------------------------
PURCHASE OF SHARES                             10
-------------------------------------------------
EXCHANGE PRIVILEGE                             12
-------------------------------------------------
REDEMPTION OF SHARES                           15
-------------------------------------------------
MINIMUM ACCOUNT SIZE                           18
-------------------------------------------------
PERFORMANCE                                    18
-------------------------------------------------
MANAGEMENT OF THE FUND                         19
-------------------------------------------------
DISTRIBUTOR                                    20
-------------------------------------------------
ADDITIONAL INFORMATION                         21
-------------------------------------------------
</TABLE>    
 
 
   No person has been authorized to give any information or to make any
 representations in connection with this offering other than those contained
 in this Prospectus and, if given or made, such other information or
 representations must not be relied upon as having been authorized by the
 Fund or the Distributor. This Prospectus does not constitute an offer by the
 Fund or the Distributor to sell or a solicitation of an offer to buy any of
 the securities offered hereby in any jurisdiction to any person to whom it
 is unlawful to make such offer or solicitation in such jurisdiction.
 
 
2
<PAGE>
 
       
PROSPECTUS SUMMARY
 
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospec-
tus. See "Table of Contents."
   
INVESTMENT OBJECTIVE The Fund is an open-end, diversified management invest-
ment company whose investment objective is to seek a total return that is con-
sistent with the return of the aggregate U.S. stock market, as measured by the
S&P 500 Index. The Fund will hold a broadly diversified portfolio of common
stocks that is comparable to the S&P 500 Index in terms of economic sector
weightings, market capitalization and liquidity. See "Investment Objective and
Management Policies."     
   
PURCHASE ARRANGEMENTS Shares are sold at net asset value without a sales
charge. Shares acquired as part of an exchange privilege transaction, which
were originally acquired in one of the other funds of the Smith Barney Mutual
Funds at net asset value subject to a contingent deferred sales charge
("CDSC"), remain subject to the original fund's CDSC while held in the Portfo-
lio. Shares are subject to an annual service fee of 0.21% of the average daily
net assets of this Class.     
       
          
  See "Purchase of Shares", "Management of the Fund," "Valuation of Shares,"
"Dividends, Distributions and Taxes" and "Exchange Privilege" for other infor-
mation.     
          
PURCHASE OF SHARES Shares may be purchased through the Fund's distributor,
Smith Barney, a broker that clears securities transactions through Smith Bar-
ney on a fully disclosed basis (an "Introducing Broker") or an investment
dealer in the selling group. In addition, certain investors, including quali-
fied retirement plans and certain other institutional investors may purchase
shares directly from the Fund through the Fund's transfer agent, First Data
Investor Services Group, Inc. ("First Data"). See "Purchase of Shares."     
          
INVESTMENT MINIMUMS Investors may open an account by making an initial invest-
ment of at least $1,000 for each account, or $250 for an individual retirement
account ("IRA") or a Self-Employed Retirement Plan. Subsequent investments of
at least $50 may be made. The minimum investment requirements for purchases of
Shares through the Systematic Investment Plan are described below. See "Pur-
chase of Shares."     
 
 
                                                                              3
<PAGE>
 
       
PROSPECTUS SUMMARY (CONTINUED)
   
SYSTEMATIC INVESTMENT PLAN The Fund offers shareholders a Systematic Investment
Plan under which they may authorize the automatic placement of a purchase order
each month or quarter for Fund shares. The minimum initial investment require-
ment and the subsequent investment requirement for shareholders purchasing
shares through the Systematic Investment Plan on a monthly basis is $25 and on
a quarterly basis is $50. See "Purchase of Shares."     
 
REDEMPTION OF SHARES Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and "Re-
demption of Shares."
 
MANAGEMENT OF THE FUND The Travelers Investment Management Company (the "Manag-
er") serves as the Fund's investment adviser. The Manager pro- vides investment
advisory and management services to certain investment com- panies affiliated
with Smith Barney. The Manager is a wholly owned subsidiary of Smith Barney
Holdings Inc. ("Holdings"). Holdings is a wholly owned sub- sidiary of Travel-
ers Group Inc. ("Travelers"), a diversified financial services hold- ing com-
pany engaged, through its subsidiaries, principally in four business seg-
ments: Investment Services, Consumer Finance Services, Life Insurance Services
and Property & Casualty Insurance Services.
 
  Smith Barney Mutual Funds Management Inc. ("SBMFM") serves as the Fund's
administrator. SBMFM is a wholly owned subsidiary of Holdings. SBMFM provides
investment advisory and administration services to investment companies affili-
ated with Smith Barney. See "Management of the Fund."
   
EXCHANGE PRIVILEGE Shares may be exchanged for Class A shares of certain other
funds of the Smith Barney Mutual Funds at the respective net asset values next
determined. See "Exchange Privilege."     
   
VALUATION OF SHARES Net asset value of the Fund for the prior day generally is
quoted daily in the financial section of most newspapers and is also available
from a Smith Barney Financial Consultant. See "Valuation of Shares."     
   
DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income are paid
monthly. Distributions of net realized long and short-term capital gains, if
any, are declared and paid annually. See "Dividends, Distributions and Taxes."
       
REINVESTMENT OF DIVIDENDS Dividends and distributions paid on shares will be
reinvested automatically in additional shares at current net asset value unless
otherwise specified by an investor.     
 
 
4
<PAGE>
 
       
PROSPECTUS SUMMARY (CONTINUED)
   
RISK FACTORS AND SPECIAL CONSIDERATIONS There can be no assurance that the
Fund's investment objective will be achieved. The value of the Fund's
investments, and thus the net asset value of the Fund's shares, will fluctuate
in response to changes in market and economic conditions, as well as the
financial condition and prospects of issuers in which the Fund invests. The
Fund may make certain investments and employ certain investment techniques that
involve other risks, including entering into repurchase agreements, lending
portfolio securities and entering into futures contracts and related options as
hedges. These risks are described under "Investment Objective and Management
Policies--Risk Factors and Special Considerations."     
   
THE FUND'S EXPENSES The following expense table lists the costs and estimated
expenses that an investor will incur either directly or indirectly as a
shareholder of the Fund based, unless otherwise noted, on the Fund's estimated
operating expenses.     
 
<TABLE>   
-----------------------------------------------------------------------------
<S>                                                                     <C>
SHAREHOLDER TRANSACTION EXPENSES
 Maximum sales charge imposed on purchases (as a percentage of offering
 price)                                                                 None
 Maximum CDSC (as a percentage of redemption proceeds)                  None
-----------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
 (as a percentage of average net assets)
 Management Fees                                                        0.25%
 12b-1 Fees                                                             0.21
 Other Expenses                                                         0.14
-----------------------------------------------------------------------------
TOTAL FUND OPERATING EXPENSES                                           0.60%
-----------------------------------------------------------------------------
</TABLE>    
   
  Shares of the Fund purchased through the Smith Barney AssetOne Program will
be subject to an annual asset-based fee, payable quarterly. The fee will vary
to a maximum of 1.50%, depending on the amount of assets held through the Pro-
gram. For more information, please call your Smith Barney Financial Consultant.
       
  The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Fund shares. See "Purchase of
Shares" and "Redemption of Shares." Smith Barney receives an annual 12b-1 serv-
ice fee of 0.21% of the value of average daily net assets of the shares which
it has sold. "Other expenses" in the above table include fees for shareholder
services, custodial fees, legal and accounting fees, printing costs and regis-
tration fees.     
 
 
                                                                               5
<PAGE>
 
       
PROSPECTUS SUMMARY (CONTINUED)
 
  EXAMPLE
 
  The following example is intended to assist an investor in understanding the
various costs that an investor in the Fund will bear directly or indirectly.
The example assumes payment by the Fund of operating expenses at the levels set
forth in the table above. See "Purchase of Shares," "Redemption of Shares" and
"Management of the Fund."
<TABLE>   
<CAPTION>
                                                                 1 YEAR 3 YEARS
-------------------------------------------------------------------------------
<S>                                                              <C>    <C>
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:
                                                                  --      --
                                                                  --      --
-------------------------------------------------------------------------------
An investor would pay the following expenses on the same
investment, assuming the same annual return and no redemption:
                                                                  --      --
                                                                  --      --
-------------------------------------------------------------------------------
</TABLE>    
 
  The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Fund's actual return will vary and may be
greater or less than 5.00%. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTA-
TION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN ABOVE.
 
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
          
  The Smith Barney S&P 500 Index Fund (the "Fund") seeks to provide investment
results that correspond to the price and yield performance of the Standard &
Poor's 500 Composite Stock Price Index ("S&P 500 Index"), which is representa-
tive of the U.S. stock market. The Fund will hold a broadly diversified portfo-
lio of common stocks that is comparable to the S&P 500 Index in terms of eco-
nomic sector weightings, market capitalization and liquidity.     
   
  The Fund will seek to achieve its goal by owning all 500 stocks in the S&P
500 Index in proportion to their actual market capitalization weightings. The
Manager will select stocks for the Fund's portfolio in order of their
weightings in the S&P 500 Index beginning with the heaviest weighted stocks.
The Fund attempts to be fully invested at all times in the stocks that comprise
the S&P 500 Index and stock index futures as described below and, in any event,
at least 80% of the Fund's net assets will be so invested. With respect to the
    
6
<PAGE>
 
       
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)
   
Fund's assets invested in stocks in the S&P 500 Index, the percentage of such
assets invested in each stock is expected to be approximately the same as the
percentage it represents in the S&P 500 Index.     
   
  The Fund will be reviewed daily and adjusted, when necessary, to maintain
security weightings as close to those of the S&P 500 Index as possible, given
the amount of assets in the Fund at that time.     
   
  No attempt will be made to manage the Fund in the traditional sense using
economic, financial and market analysis, nor will the adverse financial situa-
tion of an issuer necessarily result in the elimination of its securities from
the Fund, unless the securities are removed from the S&P 500. From time to
time, administrative adjustments may be made in the Fund because of changes in
the composition of the S&P 500 Index.     
   
  The S&P 500 Index is a market capitalization index composed of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the over-the-counter market. The S&P 500 Index is used as the per-
formance benchmark because it represents approximately 70% of the total market
value of all U.S. common stocks and is well known to investors; because it is
unmanaged it is not subject to the same management and trading expenses as a
mutual fund. Over time, the Fund is expected to exhibit performance volatility
that is similar to that of the S&P 500 Index. Of course, there can be no assur-
ance that the Fund's total return, before or after expenses, will match or
exceed that of the S&P 500 Index.     
 
  Further information about the Fund's investment policies, including a list of
those restrictions on its investment activities that cannot be changed without
shareholder approval, appears in the Statement of Additional Information.
 
  INVESTMENTS AND STRATEGIES
   
  Money Market Instruments. The Fund may invest in short-term money market
instruments, such as: 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 such instruments.     
 
  Repurchase Agreements. The Fund may enter into repurchase agreements with
banks which are the issuers of instruments acceptable for purchase by the Fund
and with certain dealers on the Federal Reserve Bank of New York's list of
reporting dealers. Under the terms of a typical repurchase agreement, the
 
                                                                               7
<PAGE>
 
          
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)     
 
Fund would acquire an underlying obligation for a relatively short period (usu-
ally not more than one week) subject to an obligation of the seller to repur-
chase, and the Fund to resell, the obligation at an agreed-upon price and time,
thereby determining the yield during the Fund's holding period. This arrange-
ment results in a fixed rate of return that is not subject to market fluctua-
tions during the Fund's holding period. Further information on repurchase
agreements and the risks associated with such investments appears in the State-
ment of Additional Information.
 
  Futures Contracts. The Fund may enter into futures contracts, options on
futures contracts, including stock index futures, for purpose of simulating
full investment and reducing transactions costs.  The Fund will not use
futures or options for speculative purposes.  The Fund will only use futures
 and options to simulate full investment in the underlying index while
retaining a cash balance for fund management purposes.
A stock index futures contract is a contractual 
obligation to buy or sell a specified index of stocks at a future date for 
a fixed price. Stock index futures may be used to gain market exposure until
the cash is invested in specific common stocks. The Fund will not purchase or
 sell
futures contracts for which the aggregate initial margin exceeds five percent
(5%) of the fair market value of its assets, after taking into account
unrealized profits and losses on any such contracts which it has entered into.
When a futures contract is purchased, the Fund will set aside, in an identifi-
able manner, an amount of cash and cash equivalents equal to the total market
value of the futures contract, less the amount of the initial margin.
 
  All stock index futures will be traded on exchanges that are licensed and
regulated by the Commodity Futures Trading Commission ("CFTC"). To ensure that
its futures transactions meet CFTC standards, the Fund will enter into futures
contracts for hedging purposes only.  For a more detailed discussion of
financial futures contracts and associated risks, please see the Statement of
Additional Information.

Lending Securities.  The Fund is authorized to lend securities it holds to
brokers, dealers and other financial organizations.  These loans, if and when
made, may not exceed 33 1/3% of the Fund's assets taken at value.
The Fund's loans of securities will be collateralized by cash, letters of credit
or government securities that are maintained at all times in a segregated
account with the Fund's custodian in an amount at least equal to the
current market value of the loaned securities.  By lending its portfolio
securities, the Fund will seek to generate income by continuing to receive
interest on the loaned securities, by investing the cash collateral in short-
term instruments or by obtaining yield in the form of interest paid by the
borrower when government securities are used as collateral.  The risks
in lending portfolio securities, as 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 Manager to be of good standing and will not be made unless, in 
the judgment of The Manager, the consideration to be earned from such
loans would justify the risk.
          
  Portfolio Transactions and Turnover. The Manager arranges for the purchase
and sale of the Fund's securities and selects brokers and dealers (including
Smith Barney), which in its best judgment provide prompt and reliable execution
at favorable prices and reasonable commission rates. The Manager may select
brokers and dealers which provide it with research services and may cause the
Fund to pay such brokers and dealers commissions which exceed those other bro-
kers and dealers may have charged, if it views the commissions as reasonable in
relation to the value of the brokerage and/or research services. In selecting a
broker, including Smith Barney, for a transaction, the primary consideration is
prompt and effective execution of orders at the most favorable prices. Subject
to that primary consideration, dealers may be selected for research,     
 
8
<PAGE>
 
          
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES (CONTINUED)     
   
statistical or other services to enable the Manager to supplement its own
research and analysis. Portfolio turnover is expected to be lower than for most
other investment companies.     
 
  The Fund intends generally to purchase securities for long-term capital
appreciation. The Fund's portfolio turnover rate will vary from year to year.
High turnover rates increase transaction costs and may increase taxable capital
gains. The Manager considers these effects when evaluating the anticipated ben-
efits of short-term investing.
 
VALUATION OF SHARES
   
  The Fund's net asset value per share is determined as of the close of regular
trading on the NYSE, on each day that the NYSE is open, by dividing the value
of the Fund's net assets by the total number of shares outstanding.     
 
  Generally, the Fund's investments are valued at market value or, in the
absence of a market value with respect to any securities, at fair value as
determined by or under the direction of the Trust's Board of Trustees. Short-
term investments that mature in 60 days or less are valued at amortized cost
whenever the Trust's Board of Trustees determines that amortized cost is the
fair value of those instruments. Further information regarding the Fund's valu-
ation policies is contained in the Statement of Additional Information.
   
DIVIDENDS, DISTRIBUTIONS AND TAXES     
 
 
 DIVIDENDS AND DISTRIBUTIONS
          
  The Fund's policy is to distribute substantially all its net investment
income (that is, its income other than its net realized capital gains) and net
realized capital gains, if any, once a year, normally at the end of the year in
which earned or at the beginning of the next year.     
   
  If a shareholder does not otherwise instruct, dividends and capital gains
distributions will be reinvested automatically in additional shares at net
asset value.     
   
  Income dividends and capital gain distributions that are invested are
credited to shareholders' accounts in additional shares at the net asset value
as of the close of business on the payment date. A shareholder may change the
option at any time by notifying a Smith Barney Financial Consultant. Accounts
held     
 
                                                                               9
<PAGE>
 
       
DIVIDENDS, DISTRIBUTIONS AND TAXES (CONTINUED)
   
directly by First Data should notify First Data in writing at least five
business days prior to the payment date to permit the change to be entered in
the shareholder's account. If a shareholder redeems in full an account between
payment dates, all dividends accrued to the date of liquidation will be paid
with the proceeds from the redemption of shares.     
 
 TAXES
   
  The Fund intends to qualify as "a regulated investment company" under
Subchapter M of the Code to be relieved of Federal income tax on that part of
its net investment income and realized capital gains which it pays out to its
shareholders. To qualify, the Fund must meet certain tests, including distrib-
uting at least 90% of its investment company taxable income.     
   
  Dividends paid from net investment income and distributions of net realized 
short-term capital gains on the sale of securities, whether paid in cash or
automatically invested in additional shares of the Fund, are taxable to
shareholders of the Fund as ordinary income. Distributions out of net long-term
capital gains (i.e. net long-term capital gains in excess of net short-term
capital losses) are taxable to shareholders as long-term capital gains. Infor-
mation as to the tax status of dividends paid or deemed paid in each calendar
year including eligibility of long-term capital gains dividends for a reduced
maximum 20% tax rate, will be mailed to shareholders as early in the succeeding
year as practical but not later than January 31.     
   
  The Fund is required to withhold and remit to the U.S. Treasury 31% of divi-
dends, distributions and redemption proceeds to shareholders who fail to pro-
vide a correct taxpayer identification number (the Social Security number in
the case of an individual) or to make the required certifications, or who have
been notified by the Internal Revenue Service that they are subject to backup
withholding and who are not otherwise exempt. The 31% withholding tax is not an
additional tax, but is creditable against a shareholder's Federal income tax
liability.     
   
  Prior to investing in shares of the Fund, investors should consult their
tax advisors concerning the Federal, state and local tax consequences of such
an investment.     
 
PURCHASE OF SHARES
          
 GENERAL     
   
  Shares are sold to investors with no initial sales charge and are subject to
ongoing distribution and service fees.     
 
10
<PAGE>
 
PURCHASE OF SHARES (CONTINUED)
   
  Purchases of Fund shares must be made through a brokerage account maintained
with Smith Barney, with an Introducing Broker or with an investment dealer in
the selling group. In addition, certain investors may purchase shares directly
from the Fund through First Data. Smith Barney and other broker/dealers may
charge their customers an annual account maintenance fee in connection with a
brokerage account through which an investor purchases or holds shares.
Accounts held directly at First Data are not subject to a maintenance fee.
       
  Investors (including purchases through Exchange Purchases) may open an
account in the Fund by making an initial investment of at least $1,000 for
each account, or $250 for an IRA or a Self-employed Retirement Plan.
 Subsequent investments of at least $50 may be made. For shareholders
purchasing shares of the Fund through the Systematic Investment Plan, the min-
imum initial investment requirement is $25 for monthly purchases and $50 for
quarterly purchases. There are no minimum investment requirements for employ-
ees of Travelers and its subsidiaries, including Smith Barney, and Directors
or Trustees of any of the Smith Barney Mutual Funds and their spouses and
children. The Fund reserves the right to waive or change minimums, to decline
any order to purchase its shares and to suspend the offering of shares from
time to time. Employees of members of the National Association of Securities
Dealers, Inc. may purchase shares of the Fund at net asset value. Shares pur-
chased will be held in the shareholder's account by the Fund's transfer agent,
First Data. Share certificates are issued only upon a shareholder's written
request to First Data.     
   
  The minimum initial and subsequent investment requirements in the Fund for
an account established under the Uniform Gift to Minors Act is $250 and the
subsequent investment requirement is $50.     
   
  The minimum initial and subsequent investment requirements in the Fund for
an account established under the Simple IRA and the Easy Simple IRA Programs
is $1. Exchange investments will have a $1 minimum.     
   
  Purchase orders received by the Fund or Smith Barney prior to the close of
regular trading on the NYSE, on any day the Fund calculates its net asset val-
ue, are priced according to the net asset value determined on that day (the
"trade date"). Orders received by dealers or Introducing Brokers prior to the
close of regular trading on the NYSE on any day the Fund calculates its net
asset value, are priced according to the net asset value determined on that
day, provided the order is received by the Fund or Smith Barney prior to Smith
Barney's close of business (the "trade date"). For shares purchased through
Smith Barney or Introducing Brokers purchasing through Smith Barney, payment
for Fund shares is due on the third business day (the "settlement date") after
the trade date. In all other cases, payment must be made with the purchase
order.     
 
                                                                             11
<PAGE>
 
       
PURCHASE OF SHARES (CONTINUED)
 
 
 SYSTEMATIC INVESTMENT PLAN
   
  Shareholders may make additions to their accounts at any time by purchasing
shares through a service known as the Systematic Investment Plan. Under the
Systematic Investment Plan, Smith Barney or First Data is authorized through
preauthorized transfers of at least $25 on a monthly basis or at least $50 on a
quarterly basis to charge the regular bank account or other financial institu-
tion indicated by the shareholder, to provide systematic additions to the
shareholder's Fund account. A shareholder who has insufficient funds to com-
plete the transfer will be charged a fee of up to $25 by Smith Barney or First
Data. The Systematic Investment Plan also authorizes Smith Barney to apply cash
held in the shareholder's Smith Barney brokerage account or redeem the share-
holder's shares of a Smith Barney money market fund to make additions to the
account. Additional information is available from the Fund or a Smith Barney
Financial Consultant.     
       
       
 WAIVERS OF CDSC
   
  The CDSC will be waived on: (a) exchanges (see "Exchange Privilege"); (b)
automatic cash withdrawals in amounts equal to or less than 1.00% per month of
the value of the shareholder's shares at the time the withdrawal plan commences
(see "Automatic Cash Withdrawal Plan"); (c) redemption of shares within 12
months following the death or disability of the shareholder; (d) redemption of
shares made in connection with qualified distributions from retirement plans or
IRAs upon the attainment of age 59 1/2; (e) involuntary redemptions; and (f)
redemption of shares to effect a combination of the Fund with any invest-
ment company by merger, acquisition of assets or otherwise. In addition, a
shareholder who has redeemed shares from other funds of the Smith Barney Mutual
Funds may, under certain circumstances, reinvest all or part of the redemption
proceeds within 60 days and receive pro rata credit for any CDSC imposed on the
prior redemption.     
   
  CDSC waivers will be granted subject to confirmation by Smith Barney in the
case of shareholders who are also Smith Barney clients or by First Data in the
case of all other shareholders) of the shareholder's status or holdings, as the
case may be.     
          
EXCHANGE PRIVILEGE     
   
  Except as otherwise noted below, shares may be exchanged at the net asset
value next determined for shares of Class A in the following funds of the Smith
Barney Mutual Funds, to the extent shares are offered for sale in the share-
holder's state of residence. Exchanges of shares are subject to minimum invest-
ment requirements and all shares are subject to the other requirements of the
fund into which exchanges are made.     
 
12
<PAGE>
 
       
EXCHANGE PRIVILEGE (CONTINUED)
   
FUND NAME:     
--------------------------------------------------------------------------------
   
Growth Funds     
      
   Smith Barney Aggressive Growth Fund Inc.     
      
   Smith Barney Appreciation Fund Inc.     
      
   Smith Barney Fundamental Value Fund Inc.     
      
   Smith Barney Growth Opportunity Fund Inc.     
      
   Smith Barney Managed Growth Fund     
      
   Smith Barney Natural Resources Fund Inc.     
      
   Smith Barney Special Equities Fund     
   
Growth and Income Funds     
      
   Concert Social Awareness Fund     
      
   Smith Barney Convertible Fund     
      
   Smith Barney Funds, Inc.--Equity Income Portfolio     
      
   Smith Barney Growth and Income Fund     
      
   Smith Barney Premium Total Return Fund     
      
   Smith Barney Utilities Fund     
   
Taxable Fixed-Income Funds     
      
   Smith Barney Adjustable Rate Government Income Fund     
      
   Smith Barney Diversified Strategic Income Fund     
      
   Smith Barney Funds, Inc.--Short-Term U.S. Treasury Securities Portfolio
          
   Smith Barney Funds, Inc.--U.S. Government Securities Portfolio     
      
   Smith Barney Government Securities Fund     
      
   Smith Barney High Income Fund     
      
   Smith Barney Investment Grade Bond Fund     
      
   Smith Barney Managed Governments Fund Inc.     
   
Tax-Exempt Funds     
      
   Smith Barney Arizona Municipals Fund Inc.     
      
   Smith Barney California Municipals Fund Inc.     
      
   Smith Barney Intermediate Maturity California Municipals Fund     
      
   Smith Barney Intermediate Maturity New York Municipals Fund     
      
   Smith Barney Managed Municipals Fund Inc.     
      
   Smith Barney Massachusetts Municipals Fund     
      
   Smith Barney Muni Funds--Florida Portfolio     
      
   Smith Barney Muni Funds--Georgia Portfolio     
      
   Smith Barney Muni Funds--Limited Term Portfolio     
      
   Smith Barney Muni Funds--National Portfolio     
      
   Smith Barney Muni Funds--New York Portfolio     
 
                                                                              13
<PAGE>
 
       
EXCHANGE PRIVILEGE (CONTINUED)
      
   Smith Barney Muni Funds--Pennsylvania Portfolio     
      
   Smith Barney New Jersey Municipals Fund Inc.     
      
   Smith Barney Oregon Municipals Fund     
      
   Smith Barney Tax-Exempt Income Fund     
   
International Funds     
      
   Smith Barney World Funds, Inc.--Emerging Markets Portfolio     
      
   Smith Barney World Funds, Inc.--European Portfolio     
      
   Smith Barney World Funds, Inc.--Global Government Bond Portfolio     
      
   Smith Barney World Funds, Inc.--International Balanced Portfolio     
      
   Smith Barney World Funds, Inc.--International Equity Portfolio     
      
   Smith Barney World Funds, Inc.--Pacific Portfolio     
   
Smith Barney Concert Allocation Series Inc.     
      
   Smith Barney Concert Allocation Series Inc.--Balanced Portfolio     
      
   Smith Barney Concert Allocation Series Inc.--Conservative Portfolio
          
   Smith Barney Concert Allocation Series Inc.--Growth Portfolio     
      
   Smith Barney Concert Allocation Series Inc.--High Growth Portfolio     
      
   Smith Barney Concert Allocation Series Inc.--Income Portfolio     
   
Money Market Funds     
          
   Smith Barney Money Funds, Inc.--Cash Portfolio     
      
   Smith Barney Money Funds, Inc.--Government Portfolio     
      
   Smith Barney Money Funds, Inc.--Retirement Portfolio     
      
   Smith Barney Municipal Money Market Fund, Inc.     
      
   Smith Barney Muni Funds--California Money Market Portfolio     
      
   Smith Barney Muni Funds--New York Money Market Portfolio     
          
  FUND NAME:
          
  Exchanges. Class A shares of Smith Barney Mutual Funds sold without a sales
charge or with a maximum charged over Smith Barney Mutual Funds will be subject
to the appropriate "sales charge differential" upon the exchange of such shares
for Class A shares of a fund sold with a higher sales charge. The "sales charge
differential" is limited to a percentage no greater than the excess of the
sales charge charge rate applicable to purchases of shares of the mutual fund
being acquired in the exchange over the sales charge rate(s) actually paid on
the mutual fund shares relinquished in the exchange and on any predecessor of
those shares. For purposes of the exchange privilege, shares obtained through
the automatic reinvestment of dividends and capital gains distributions are
treated as having paid the same sales charge applicable to the shares on which
    
14
<PAGE>
 
       
EXCHANGE PRIVILEGE (CONTINUED)
   
the dividends and capital gains distributions were paid; if no sales charge was
imposed upon the initial purchase of the shares, any shares obtained
through automatic reinvestment will be subject to a sales charge
 differential upon exchange.     
       
          
  Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions
can be detrimental to the Fund's performance and its shareholders. The Manager
may determine that a pattern of frequent exchanges is excessive and contrary
to the best interests of the Fund's other shareholders. In this event, the
Fund may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder. Upon such a determination, the Fund will provide
notice in writing or by telephone to the shareholder at least 15 days prior to
suspending the exchange privilege and during the 15-day period the shareholder
will be required to (a) redeem his or her shares in the Fund or (b) remain
invested in the Fund or exchange into any of the Funds of the Smith Barney
Mutual Funds ordinarily available which position the shareholder would be
expected to maintain for a significant period of time. All relevant factors
will be considered in determining what constitutes an abusive pattern of
exchanges.     
   
  Exchanges will be processed at the net asset value next determined. Redemp-
tion procedures discussed below are also applicable for exchanging shares, and
exchanges will be made upon receipt of all supporting documents in proper
form. If the account registration of the shares of the fund being acquired is
identical to the registration of the shares of the fund exchanged, no signa-
ture guarantee is required. A capital gain or loss for tax purposes will be
realized upon the exchange, depending upon the cost or other basis of shares
redeemed. Before exchanging shares, investors should read the current prospec-
tus describing the shares to be acquired. The Fund reserves the right to mod-
ify or discontinue exchange privileges upon 60 days' prior notice to share-
holders.     
   
REDEMPTION OF SHARES     
       
          
  The Fund is required to redeem the shares of the Fund tendered to it, as
described below, at a redemption price equal to their net asset value per
share next determined after receipt of a written request in proper form at no
charge. Redemption requests received after the close of regular trading on the
NYSE are priced at the net asset value next determined.     
   
  The redemption proceeds will normally be remitted on the business day fol-
lowing receipt of proper tender but, in any event, payment will be made within
    
                                                                             15
<PAGE>
 
       
REDEMPTION OF SHARES (CONTINUED)
   
three business days thereafter, except on any days on which the NYSE is closed
or as permitted under the 1940 Act in extraordinary circumstances. Generally,
if the redemption proceeds are remitted to a Smith Barney brokerage account,
these funds will not be invested for the shareholder's benefit without spe-
cific instruction and Smith Barney will benefit from the use of temporarily
uninvested funds. Redemption proceeds for shares purchased by check, other
than a certified or official bank check, will be remitted upon clearance of
the check, which may take up to ten days or more.     
   
  Shares held by Smith Barney as custodian must be redeemed by submitting a
written request to a Smith Barney Financial Consultant. Shares other than
those held by Smith Barney as custodian may be redeemed through an investor's
Financial Consultant, Introducing Broker or dealer in the selling group or by
submitting a written request for redemption to:     
     
  Smith Barney S&P 500 Index Fund     
            
  c/o First Data Investor Services Group, Inc.     
     
  P.O. Box 5128     
     
  Westborough, Massachusetts 01581-5128     
   
  A written redemption request must (a) state the number or dollar amount of
shares to be redeemed, (b) identify the shareholder's account number and (c)
be signed by each registered owner exactly as the shares are registered. If
the shares to be redeemed were issued in certificate form, the certificates
must be endorsed for transfer (or be accompanied by an endorsed stock power)
and must be submitted to First Data together with the redemption request. Any
signature appearing on a written redemption request in excess of $2,000, or
share certificate stock power must be guaranteed by an eligible guarantor
institution, such as a domestic bank, savings and loan institution, domestic
credit union, member bank of the Federal Reserve System or member firm of a
national securities exchange. Written redemption requests of $2,000 or less do
not require a signature guarantee unless more than one such redemption request
is made in any 10-day period. Redemption proceeds will be mailed to an invest-
or's address of record. First Data may require additional supporting documents
for redemptions made by corporations, executors, administrators, trustees or
guardians. A redemption request will not be deemed properly received until
First Data receives all required documents in proper form.     
          
 TELEPHONE REDEMPTION AND EXCHANGE PROGRAM     
   
  Shareholders who do not have a Smith Barney brokerage account may be eligi-
ble to redeem and exchange Fund shares by telephone. To determine if a share-
holder is entitled to participate in this program, he or she should contact
    
16
<PAGE>
 
          
REDEMPTION OF SHARES (CONTINUED)     
   
First Data at 1-800-451-2010. Once eligibility is confirmed, the shareholder
must complete and return a Telephone/Wire Authorization Form, along with a
signature guarantee that will be provided by First Data upon request. (Alter-
natively, an investor may authorize telephone redemptions on the new account
application with the applicant's signature guarantee when making his/her ini-
tial investment to the Fund.)     
   
  Redemptions. Redemption requests of up to $10,000 of the Fund's shares may
be made by eligible shareholders by calling First Data at 1-800-451-2010. Such
requests may be made between 9:00 a.m. and 5:00 p.m. (New York City time) 
on any day the NYSE is open. Redemption requests received after the close of
regular trading on the NYSE are priced at the net asset value next determined.
Redemption of shares (i) by retirement plans or (ii) for which certificates have
been issued are not permitted under this program.     
   
  A shareholder will have the option of having the redemption proceeds mailed
to his/her address of record or wired to a bank account predesignated by the
shareholder. Generally, redemption proceeds will be mailed or wired, as the
case may be, on the next business day following the redemption request. In
order to use the wire procedures, the bank receiving the proceeds must be a
member of the Federal Reserve System or have a correspondent relationship with
a member bank. The Fund reserves the right to charge shareholders a nominal
fee for each wire redemption. Such charges, if any, will be assessed against
the shareholder's account from which were redeemed. In order to change the
bank account designated to receive redemption proceeds, a shareholder must
complete a new Telephone/Wire Authorization Form and, for the protection of
the shareholder's assets, will be required to provide a signature guarantee
and certain other documentation.     
   
  Exchanges.  Eligible shareholders may make exchanges by telephone if the
account registration of the shares of the fund being acquired is identical to 
the registration of the shares of the fund exchanged. Such exchange
request may be made by calling First Data at 1-800-451-2010 between
 9:00 a.m. and 5:00 p.m. (New York time) on any day on which
the NYSE is open. Exchange requests received after the close of regular
 trading on the NYSE are processed at the net asset value next determined.
     

   
  Additional Information regarding Telephone Redemption and Exchange
Program. Neither the Fund nor its agents will be liable for following instruc-
tions communicated by telephone that are reasonably believed to be genuine.
The Fund and its agents will employ procedures designed to verify the identity
of the caller and legitimacy of instructions (for example, a shareholder's
name and account number will be required and phone calls may be recorded). The
    
                                                                             17
<PAGE>
 
          
REDEMPTION OF SHARES (CONTINUED)     
   
Fund reserves the right to suspend, modify or discontinue the telephone redemp-
tion and exchange program or impose a charge for this service at any time fol-
lowing at least seven (7) days' prior notice to shareholders.     
       
 AUTOMATIC CASH WITHDRAWAL PLAN
           
  The Fund offers shareholders an automatic cash withdrawal plan, under which
shareholders who own shares with a value of at least $10,000 may elect to
receive periodic cash payments of at least $50 monthly or quarterly. Retirement
plan accounts are eligible for automatic cash withdrawal plans only where the
shareholder is eligible to receive qualified distributions and has an account
value of at least $5,000. The withdrawal plan will be carried over on exchanges
between funds. For further information regarding the automatic cash withdrawal
plan, shareholders should contact their Smith Barney Financial Consultants.
       
MINIMUM ACCOUNT SIZE     
   
  The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Fund if the aggregate net asset value of the shares held in the
Fund account is less than $500. (If a shareholder has more than one account in
this Fund, each account must satisfy the minimum account size). The Fund, how-
ever, will not redeem shares based solely on market reductions in net asset
value. Before the Fund 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.     
   
PERFORMANCE     
   
  From time to time the Fund may include its total return, average annual total
return and current dividend return in advertisements and/or other types of
sales literature. These figures will be based on historical earnings and will
not be intended to indicate future performance. Total return is computed for a
specified period of time assuming deduction of the maximum sales charge, if
any, from the initial amount invested and reinvestment of all income dividends
and capital gain distributions on the reinvestment dates at prices calculated
as stated in this Prospectus, then dividing the value of the investment at the
end of the period so calculated by the initial amount invested and subtracting
100%. The standard average annual total return, as prescribed by the SEC, is
derived from this total return, which provides the ending redeemable value.
Such standard total return information may also be accompanied with nonstandard
total     
 
18
<PAGE>
 
          
PERFORMANCE (CONTINUED)     
   
return information for differing periods computed in the same manner but with-
out annualizing the total return or taking sales charges into account. The
Fund calculates current dividend return by annualizing the most recent monthly
distribution and dividing by the net asset value or the maximum public offer-
ing price (including sales charge) on the last day of the period for which
current dividend return is presented. The current dividend return may vary
from time to time depending on market conditions, the composition of the
Fund's investment portfolio and operating expenses. These factors and possible 
differences in the methods used in calculating current dividend return should be
considered when comparing current return to yields published for other invest-
ment companies and other investment vehicles. The Fund may also include com-
parative performance information in advertising or marketing its shares. Such
performance information may include data from Lipper Analytical Services, Inc.
and other financial publications.     
   
MANAGEMENT OF THE FUND     
 
 
 BOARD OF TRUSTEES
 
  Overall responsibility for management and supervision of the Fund rests with
the Trust's Board of Trustees. The Trustees approve all significant agreements
between the Trust, on behalf of the Fund, and the companies that furnish serv-
ices to the Fund, including agreements with its distributor, investment advis-
er, custodian and transfer agent. The day-to-day operations of the Fund are
delegated to the Fund's investment adviser and administrator. The Statement of
Additional Information contains background information regarding each Trustee
of the Trust and the executive officers of the Fund.
 
 MANAGER -- TIMCO
   
  The Manager, located at One Tower Square, Hartford, Connecticut 06183-203,
serves as the Fund's investment adviser and manages the day-to-day operations
of the Fund pursuant to a management agreement entered into by the Manager and
the Fund. The Manager, which is a registered investment adviser, has been in
the investment counseling business since 1967 and renders investment advice to
investment companies that had aggregate assets under management as of Septem-
ber 30, 1997, in excess of $410 million.     
 
  Subject to the supervision and direction of the Fund's Board of Trustees,
the Manager manages the Fund's portfolio in accordance with the Fund's stated
investment objective and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities and employs professional portfo-
lio managers and securities analysts who provide research services to the
Fund.
 
                                                                             19
<PAGE>
 
          
MANAGEMENT OF THE FUND (CONTINUED)     
   
  Investment advisory fees are computed daily and paid monthly at the annual
rate of 0.15% of the Fund's average daily net assets.     
 
 PORTFOLIO MANAGEMENT
          
  The investment management team of the Fund's Manager is headed by Sandip
Bhagat and Kent Kelley, president and chief executive officer, respectively, of
TIMCO. Messrs. Bhagat and Kelley are primarily responsible for the day-to-day
operations of the Fund, including making all investment decisions.     
       
 ADMINISTRATOR
 
  SBMFM, located at 388 Greenwich Street, New York, New York 10013, serves as
the Fund's administrator and oversees all aspects of the Fund's administration
and operation. Administration fees are computed daily and paid monthly at the
annual rate of 0.10% of the Fund's average daily net assets.
   
DISTRIBUTOR     
   
  Smith Barney Inc. distributes shares of the Fund as a principal underwriter
and as such conducts a continuous offering pursuant to a "best efforts"
arrangement requiring Smith Barney to take and pay for only such securities as
may be sold to the public. Pursuant to a plan of distribution adopted by the
Fund under Rule 12b-1 under the 1940 Act (the "Plan"), Smith Barney is paid an
annual service fee with respect to shares of the Fund at the annual rate of
0.21% of the average daily net assets of the respective Class. The fees are
used by Smith Barney to pay its Financial Consultants for servicing shareholder
accounts.     
   
  The payments to Smith Barney Financial Consultants for selling shares include
a commission or fee paid by the investor or Smith Barney at the time of sale
and a continuing fee for servicing shareholder accounts for as long as a share-
holder remains a shareholder.     
          
  Payments under the Plan are not tied exclusively to the distribution and
shareholder service expenses actually incurred by Smith Barney and the payments
may exceed distribution expenses actually incurred. The Trust's Board of Trust-
ees will evaluate the appropriateness of the Plan and its payment terms on a
continuing basis and in so doing will consider all relevant factors, including
expenses borne by Smith Barney and amounts received under the Plan.     
 
20
<PAGE>
 
       
ADDITIONAL INFORMATION
 
 
  The Trust was organized on October 17, 1991 under the laws of the Common-
wealth of Massachusetts and is a business entity commonly known as a "Massa-
chusetts business trust."
       
       
  PNC Bank, National Association, located at 17th and Chestnut Streets, Phila-
delphia, Pennsylvania 19103, serves as custodian of the Fund's investments.
   
  First Data, located at Exchange Place, Boston, Massachusetts 02109, serves
as the Fund's transfer agent.     
          
  The Fund does not hold annual shareholder meetings. There normally will be
no meeting of shareholders for the purpose of electing Trustees unless and
until such time as less than a majority of the Trustees holding office have
been elected by shareholders. The Trustees will call a meeting for any purpose
upon written request of shareholders holding at least 10% of the Fund's out-
standing shares and the Fund will assist shareholders in calling such a meet-
ing as required by the 1940 Act. When matters are submitted for shareholder
vote, shareholders will have one vote for each full share owned and a propor-
tionate, fractional vote for any fractional share held. Generally, shares of
the Fund will be voted on a Fund-wide basis on all matters.     
   
  The Fund sends its shareholders a semi-annual report and an audited annual
report, each of which includes a list of the investment securities held by the
Fund at the end of the reporting period. In an effort to reduce the Fund's
printing and mailing costs, the Fund plans to consolidate the mailing of its
semi-annual and annual reports by household. This consolidation means that a
household having multiple accounts with the identical address of record will
receive a single copy of each report. In addition, the Fund plans to consoli-
date the mailing of its Prospectuses so that a shareholder having multiple
accounts (that is, individual, IRA and/or Self-Employed Retirement Plan
accounts) will receive a single Prospectus annually. When the Fund's annual
report is combined with the Prospectus into a single document, the Fund will
mail the combined document to each shareholder to comply with legal require-
ments. Shareholders who do not want this consolidation to apply to their
accounts should contact their Smith Barney Financial Consultant or the Fund's
transfer agent.     
 
  "S&P 500" is a trademark of McGraw-Hill, Inc. and has been licensed for use
by Smith Barney, Inc. The Fund is not sponsored, endorsed, sold or promoted by
S&P. S&P makes no representation or warranty, express or implied, to the
shareholders of the Fund or any member of the public regarding the advisabil-
ity of investing in securities generally or in the Fund particularly or the
ability of the S&P 500 Index to track general stock market performance. S&P's
only relationship to Smith Barney, Inc. is the licensing of certain trademarks
 
                                                                             21
<PAGE>
 
       
ADDITIONAL INFORMATION (CONTINUED)
 
and trade names of S&P and the S& P 500 Index which is determined, composed
and calculated by S&P without regard to Smith Barney, Inc. or the Fund. S&P
has no obligation to take the needs of Smith Barney, Inc. or the shareholders
of the Fund into consideration in determining, composing or calculating the
S&P 500 Index. S&P is not responsible for and has not participated in the
determination of the prices and amount of the Fund's shares or the timing of
the issuance or sale of the Fund's shares or in the determination or calcula-
tion of the equation by which Fund shares are to be converted into cash. S&P
has no obligation or liability in connection with the administration, market-
ing or trading of Fund shares.
   
  S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, OWNERS OF SUCH FUNDS, OR
ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR-
POSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABIL-
ITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.     
 
22
<PAGE>
 
--------------------------------------------------------------------------------
 
 
 
 
 
 
     Smith Barney
     S&P 500
        
     Index     
     Fund
        
     388 Greenwich Street 
     New York, NY 10013     
 
     FDXXXX XX
 
  PROSPECTUS




PART B  STATEMENT OF ADDITIONAL INFORMATION


   
Smith Barney
S&P 500 Index Fund 
100 Breckenridge Blvd., Bldg. 200
Duluth, Georgia 30199-0062
(800)544-544588 Greenwich Street
New York, New York 10013
(212) 723-9218
      


Statement of Additional 
Information
December 30, 1997

   
This Statement of Additional Information (SAI") expands upon and supplements 
the information contained in the current Prospectuses of Smith Barney S&P 500 
Index Fund (the "Fund") dated December 30, 1997, as amended or supplemented 
from time to time, and should be read in conjunction with the Fund's 
Prospectus. The Fund is a sub-trust of Smith Barney Investment Trust (the 
Trust""Trust"). The Fund's Prospectus may be obtained from a Smith Barney 
Financial Consultant PFS Investments"or by writing or calling the Fund at the 
address or telephone number set forth above. This SAI, although not in itself 
a prospectus, is incorporated by reference into the Prospectus in its 
entirety.      
CONTENTS

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

Management of the Fund 
 .........................................................
 ..............................
 1

Investment Objective and Management Policies 
 ...................................................
 44

Purchase of Shares 
 ........................................................
 ........................................
1
01

Redemption of Shares 
 ........................................................
 ...................................
1
11

Distributor 
 ........................................................
 .....................................................
1
22

Valuation of Shares 
 ........................................................
 .......................................
1
22

Exchange Privilege 
 .........................................................
 .......................................
1
33

Performance Data (See in the Prospectus 
Performance""Performance") 
 ...................................
1
33

Taxes (See in the Prospectus 
"Dividends, Distributions and Taxes
"") ..................
1
44

Additional Information 
 .........................................................
 .................................
15


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 the 
following:
   
Name
Service

Smith Barney Inc. (Smith 
Barney)..................................
 .
Distributor

Travelers Investment Management Company (
TIMCO""TIMCO")
Investment Adviser

Smith Barney Mutual Funds Management Inc.


        
SBMFM""SBMFM") 
 .........................................
 ......................
Administrator

PNC Bank, National Association (
PNC Bank""PNC Bank") ..........
Custodian

First Data Investor Services Group, Inc. 
(
TSSG""First Data"),
Transfer Agent

    


These organizations and the functions they perform for the Fund are discussed 
in the Prospectus and in this SAI.




Trustees and Executive Officers of the Fund

The Trustees and executive officers of the Fund, together with information as 
to their principal business occupations during the past five years, are shown 
below. Each Trustee 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. 

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

	*Alfred J. Bianchetti, Trustee (Age 74).  Retired; formerly Senior 
Consultant to Dean Witter Reynolds Inc.  His address is 19 Circle End Drive, 
Ramsey, New Jersey 17466.

	Martin Brody, Trustee (Age 76).  Consultant, HMK Associates; Retired 
Vice Chairman of the Board of Restaurant Associates Corp.  His address is c/o 
HMK Associates, 30 Columbia Turnpike, Florham Park, New Jersey 07932.

	Dwight B. Crane, Trustee (Age 59).  Professor, Harvard Business School.  
His address is c/o Harvard Business School, Soldiers Field Road, Boston, 
Massachusetts 02163.

	Burt N. Dorsett, Trustee (Age 66).  Managing Partner of Dorsett McCabe 
Management. Inc., an investment counseling firm; Director of Research 
Corporation Technologies, Inc., a nonprofit patent clearing and licensing 
firm.  His address is 201 East 62nd Street, New York, New York 10021.

	Elliot S. Jaffe, Trustee (Age 71).  Chairman of the Board and President 
of The Dress Barn, Inc.  His address is 30 Dunnigan Drive, Suffern, New York 
10901.

	Stephen E. Kaufman, Trustee (Age 65).  Attorney.  His address is 277 
Park Avenue, New York, New York 10017.

	Joseph J. McCann, Trustee (Age 67).  Financial Consultant; Retired 
Financial Executive, Ryan Homes, Inc.  His address is 200 Oak Park Place, 
Pittsburgh, Pennsylvania 15243.

	*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 and Travelers Investment 
Advisor, Inc. ("TIA"); prior to July 1993, Senior Executive Vice President of 
Shearson Lehman Brothers Inc., Vice Chairman of Shearson Asset Management.  
Mr. McLendon is Chairman of the Board of 42 Smith Barney Mutual Funds. His 
address is 388 Greenwich Street, New York, New York 10013.

	Cornelius C. Rose, Jr., Trustee (Age 63).  President, Cornelius C. Rose 
Associates, Inc., financial consultants, and Chairman and Director of 
Performance Learning Systems, an educational consultant.  His address is Fair 
Oaks, Enfield, New Hampshire 03748.

	Lewis E. Daidone, Senior Vice President and Treasurer (Age 40).  
Managing Director of Smith Barney, Chief Financial Officer of the Smith Barney 
Mutual Funds; Director and Senior Vice President of SBMFM and TIA.  Mr. 
Daidone also serves as Senior Vice President and Treasurer of 42 Smith Barney 
Mutual Funds.  His address is 388 Greenwich Street, New York, New York 10013.

	Kent A. Kelley, Vice President and Investment Officer (Age 47). Chief 
Executive Officer of TIMCO, prior to 1992, Executive Vice President of TIMCO. 
His address is One Tower Square, Hartford, Connecticut 06183-2030.

	Sandip Bhagat, Vice President and Investment Officer (Age 37). President 
of TIMCO, prior to 1995, Senior Portfolio Manager of TIMCO.  His address is 
One Tower Square, Hartford, Connecticut, 06183-2030.

	Christina T. Sydor, Secretary (Age 46). Managing Director of Smith 
Barney; General Counsel and Secretary of SBMFM and TIA. Ms. Sydor also serves 
as Secretary of 42 Smith Barney Mutual Funds. Her address is 388 Greenwich 
Street, New York, New York 10013.
    
No officer, director or employee of Smith Barney or any parent or subsidiary 
of Smith Barney receives any compensation from the Fund for serving as an 
officer or Trustee of the Fund. The Trust pays each Trustee who is not an 
officer, director or employee of Smith Barney or any of their affiliates a fee 
of $4,000 per annum plus $500 per meeting attended and each Trustee Emeritus 
$2,000 per annum plus $250 per meeting attended. All Trustees are reimbursed 
for travel and out-of-pocket expenses incurred to attend such meetings.

For the calendar year ended December 31, 1996, the Trustees of the Fund were 
paid the following compensation. 
   
		Total
		Pension or	Compensation	Number of
		Retirement	from Fund	Funds for
	                Aggregate	Benefits Accrued	and Fund	                 Which  
Director
	Compensation 	as part of 	Complex	Serves Within
Name of Person	from Fund 	  Fund Expenses  	Paid to Directors	 Fund Complex 

Herbert Berg	$0	                    $0		           $105,175	
	     18
Alfred Bianchetti	0		       0			51,000		     
13
Martin Brody	0		       0		             124,286		     
21
Dwight B. Crane	0		       0		             140,375		     
24
Burt N. Dorsett***	0		       0			47,400		     
13
Elliot S. Jaffe	0		       0			51,100		     
13
Stephen E. Kaufman	0		       0			92,336		     
15
Joseph J. McCann	0		       0			52,700		     
13
Heath B. McLendon **	   -		       0					     
42
Cornelius C. Rose, Jr.	0		       0			51,400		     
13
James J. Crisona*	0		       0			20,575		     
12

	
    
***	Pursuant to the Fund's deferred compensation plan, Mr. Dorsett has 
elected to defer some or all of the compensation due to him from the Fund.  
As of January 1, 1997, Mr. Dorsett elected not to defer his future 
compensation.
**   Designates an "interested" Director.
*    Upon attainment of age 80,  Fund Trustees are required to change to 
emeritus status.  Trustees 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 Fund 
Trustees,  together with reasonable out-of-pocket expenses for each meeting 
attended.  Mr. Crisona is a Director Emeritis and as such may attend meetings 
but has no voting rights.

					




Investment Adviser-TIMCO

TIMCO serves as investment adviser to the Fund pursuant to a written agreement 
(the "Advisory Agreement") dated ") dated November     , 1997.  The services 
provided by TIMCO under the Advisory Agreement are described in the Prospectus 
under "Management of the Fund." TIMCO will pay the salary of any officer and 
employee who is employed by both it and the Fund. TIMCO will bear all expenses 
in connection with the performance of its services. TIMCO is a wholly owned 
subsidiary of  Travelers Group, Inc. ("Travelers"). 
As compensation for TIMCO's investment advisory services rendered to the Fund, 
the Fund will pay a fee computed daily and paid monthly at the annual rate of 
0.15% of the Fund's average daily net assets.

Administrator-SBMFM

SBMFM serves as administrator to the Fund pursuant to a written agreement 
dated November    , 1997 (the "Administration Agreement"). The services 
provided by SBMFM under the Administration Agreement are described in the 
Prospectus under "Management of the Fund." SBMFM will pay 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 administrative services rendered to the Fund, SBMFM will 
receive a fee computed daily and paid monthly at the annual rate of 0.10% of 
the value of the Fund's average daily net assets.

The Fund bears expenses incurred in its operation, including: taxes, interest, 
brokerage fees and commissions, if any; fees of Trustees who are not officers, 
directors, shareholders or employees of TIMCO or SBMFM or its affiliates; 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 maintaining corporate existence; 
investor services (including allocated telephone and personnel expenses); 
costs of preparation and printing of prospectuses and statements of additional 
information for regulatory purposes and for distribution to existing 
shareholders; costs of shareholders' reports and shareholder meetings; and 
meetings of the officers or Board of Trustees of the Fund. 

Counsel and Auditors

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

KPMG Peat Marwick LLP, independent accountants, 345 Park Avenue, New York, New 
York 10154, serve as auditors of the Trust and will render an opinion on the 
Trust's financial statements annually beginning with the fiscal period ending  
November 30, 1998.



INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

The Prospectus discusse discusses the Fund's investment objective and the 
policies it employs to achieve its objective. This section contains 
supplemental information concerning the types of securities and other 
instruments in which the Fund may invest, the investment policies and 
portfolio strategies that the Fund may utilize and certain risks attendant to 
such investments, policies and strategies.

Money Market Instruments.  The Fund may invest for temporary defensive 
purposes in corporate and government bonds and notes and money market 
instruments. Money market instruments in which the Fund may invest include: 
obligations issued or guaranteed by the United States government, its agencies 
or instrumentalities ("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.

Certificates of deposit ("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 Federal and state 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: (a) to 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) to 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 
isssued by foreign branches of domestic banks or by domestic branches of 
foreign banks,  TIMCO will carefully evaluate such investmens on a case-by-
case basis.

Savings and loan associations whose CDs may be purchases 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.
   
Lending of Portfolio Securities.  The Fund has the ability to lend securities 
from its portfolio to brokers, dealers and other financial organizations. Such 
loans, if and when made, may not exceed 33 1/3% of the Fund's total assets 
taken at value. The Fund may not lend its portfolio securities to TIMCO or 
SBMFM or itstheir affiliates unless it hasthey have 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 U.S. government 
securities that are maintained at all times in an amount equal to at least 
100% of the current market value of the loaned securities.



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 U.S. 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 the Fund's 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 Trust's Board of Trustees 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 TIMCO to be of good 
standing and will not be made unless, in the judgment of TIMCO, the 
consideration to be earned from such loans would justify the risk. From time 
to time, the Fund may return a part of the interest earned from the investment 
of collateral received for securities loaned to:  (a) the borrower; and/or (b) 
a third party, which is unaffiliated with the Fund, TIMCO or SBMFM and which 
is acting as a "finder."    

Futures. The Fund may enter into stock index futures contracts and related 
options that are traded thereon. A stock index futures agreement is a contract 
pursuant to which two parties agree to take or make  delivery of an amount of 
cash equal to the difference between the value of the index at the close of 
the last trading day of the contract and the price at which the index contract 
was originally written. No physical delivery of the underlying securities in 
the index is made.

No consideration will be paid or received by the Fund upon entering into a 
futures contract.  Initially, the Fund will be required to deposit with the 
broker 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 
the Fund upon termination of the futures contract, assuming 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 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, 
the 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 the Fund will be subject to 
the ability of TIMCO to predict correctly  changes in market conditions.  
These predictions involve skills and techniques that may be different from 
those involved in the management of the Fund being hedged.  In addition, there 
can be no assurance that there will be a correlation between movements in the 
price of the underlying index  and movements in the price of the securities  
that     isare      the subject of a 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. 

Although the Fund intends to enter into futures contracts only if there is an 
active market for such contracts, there is no assurance that an active market 
will exist for the contracts at any particular time.  Most U.S. 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, the Fund would be required to make daily 
cash payments of variation margin, and an increase in the value of the portion 
of the Fund 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 the Fund  hedges against the possibility of a change in market conditions 
adversely affecting the value of securities held in its portfolio and market 
conditions move in a direction opposite to that which has been anticipated, 
the Fund will lose part or all of the benefit of the increased value of 
securities that 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 that 
reflect the change in interest rates, market conditions or currency values, as 
the case may be.

Investment Restrictions
   
The Fund has adopted the following investment restrictions for the protection 
of shareholders. Restrictions 1 through 8 below 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 Fund's Board of Trustees at 
any time. In accordance with these restrictions,  the Fund will not: 

1.	Deviate from the definition of a diversified company" as defined in the 
1940 Act and rules thereunder. 

2.	Issue senior securities as defined in the 1940 Act,  and any rules, 
orders thereunder,  except as permitted under the 1940 Act.

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, U.S. government securities and 
securities of state or municipal governments and their political subdivisions 
are not considered to be issued by members of any industry.

      4.    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,  in an amount not exceeding 33 1/3% of the value of the Funds 
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 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.

5.    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 (including participation interests in such 
obligations);  (b) repurchase agreements; and  (c) loans of its portfolio 
securities.

6.   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.

7.   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 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 (c) 
trading in futures contracts and options on futures contracts or (d) investing 
in or purchasing real estate investment trust securities.

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.   	Invest in oil, gas or other mineral exploration or development 
programs. 

    10.   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.  
Securities that are not registered under the 1933 Act, as amended,  and sold 
in reliance on Rule 144A thereunder,  but are determined to be liquid by the 
Board of Trustees,  will not be subject to this 15% limitation.

11.   Purchase the securities of any other open-end investment company, 
except through a purchase on the open market involving no commission or profit 
to a sponsor or dealer (other than the customary stock exchange or over-the-
counter brokerage commission) and except as part of a merger, consolidation or 
acquisition of assets. 

12.   Invest for the purpose of exercising control of management.


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.

A Fund may make commitments more restrictive than the restrictions listed 
above so as to permit the sale of its shares in certain states.  Should a Fund 
determine that a commitment is no longer in the best interests of the Fund and 
its shareholders,  the Fund reserves the right to revoke the commitment by 
terminating the sale of the Funds shares in the state involved.

Certain Investment Activities

While the Fund is authorized to borrow money from banks for purposes of 
investment (leveraging) and to invest in securities of foreign issuers, it has 
no current intention of engaging in these investment activities and will do so 
only when the Trust's Board of Trustees determines that either or both of 
these activities aresuch activity is in the best interests of shareholders.

    
Portfolio Turnover

Generally, an index fund sells securities only to respond to redemption 
requests or to adjust the number of shares held to reflect a change in the 
Funds target index.  Because of this,  the turnover rate for the Fund will be 
extremely low.

Portfolio Transactions

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

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 market, but the price of those securities 
includes an undisclosed commission or mark-up. 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. 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.

In executing portfolio transactions and selecting brokers or dealers, it is 
the Fund's policy to seek the best overall terms available. TIMCO, in seeking 
the most favorable price and execution, considers all factors it deems 
relevant, including, for example, the price, the size of the transaction, the 
reputation, experience and financial stability of the broker-dealer involved 
and the quality of service rendered by the broker-dealer in other 
transactions. TIMCO receives research, statistical and quotation services from 
several broker-dealers with which it places the Fund's portfolio transactions. 
It is possible that certain of the services received primarily will benefit 
one or more other accounts for which TIMCO exercises investment discretion. 
Conversely, the Fund may be the primary beneficiary of services received as a 
result of portfolio transactions effected for other accounts. TIMCO's fee 
under the Advisory Agreement is not reduced by reason of its receiving such 
brokerage and research services. The Trust's Board of Trustees, in its 
discretion, may authorize TIMCO to cause the Fund to pay a broker that 
provides brokerage and research services to TIMCO a commission in excess of 
that which another qualified broker would have charged for effecting the same 
transaction. Smith Barney Inc.     (Smith Barney""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. Portfolio turnover rate may vary from year to year,  as well as 
within a year.

In accordance with Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, 
the Fund's Board of Trustees has determined that any portfolio transaction for 
the Fund may be executed through Smith Barney or an affiliate of Smith Barney 
if, in TIMCO's judgment, the use of Smith Barney or an affiliate 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 or the affiliate 
charges the Fund a commission rate consistent with those charged by Smith 
Barney or an affiliate 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 Trustees 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.

Even though investment decisions for the Fund are made independently from 
those of the other accounts managed by TIMCO, 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 TIMCO 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 TIMCO 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



Determination of Public Offering Price

The Fund offers its shares to the public on a continuous basis. The public 
offering price for     shares      of the Fund is equal to the net asset value 
per share at the time of purchase. 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, as determined by the SEC, exists 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 Trustees of the Trust determines that it would be detrimental 
to the best interests of the Fund's remaining shareholders to make a 
redemption payment wholly in cash, the Trust may pay in respect of the Fund, 
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 $50 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. 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 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. Withdrawal Plans should be set up with a 
Smith Barney Financial Consultant. 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     PFS 
Investments Representativefinancial consultant.     

DISTRIBUTOR
   
Smith Barney serves as a distributor for the Fund on a best efforts basis 
pursuant to a written agreement dated November    , 1997.
    
When payment is made by the investor, unless otherwise noted 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 or administrative capacity will benefit from the fact they 
are receiving fees from both such investment companies for managing these 
assets computed on the basis of their average daily net assets.     The 
Trust's Board of Trustees has been advised of the benefits to Smith Barney 
resulting from these settlement procedures and will take such benefits into 
consideration when reviewing the Distribution Agreementdistribution agreements 
for continuance.     

Distributions Arrangements
   
To compensate PFS for the service it provides and for the expense it bears 
under the Distribution AgreementSmith 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 a service fee, accrued 
daily and paid monthly, calculated at the annual rate of 0.21% of the value of 
the Fund's average daily net assets attributable to the Bshares.
    
Under its terms, the Plan continues from year to year, provided such 
continuance is approved annually by vote of the Trust's Board of Trustees, 
including a majority of the Trustees 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 Agreementdistribution agreement     (the 
"Independent Trustees"). The Plan may not be amended to increase the amount of 
the service and distribution fees without shareholder approval, and all 
amendments of the Plan also must be approved by the Trustees and Independent 
Trustees in the manner described above. The Plan may be terminated at any 
time, without penalty, by vote of a majority of the Independent Trustees or by 
vote of a majority (as defined in the 1940 Act) of the outstanding voting 
securities.  Pursuant to the Plan,  the Fund's distributor will provide the 
Board of Trustees with periodic reports of amounts expended under the Plan and 
the purpose for which such expenditures were made.

VALUATION OF SHARES

The 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. 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 
Trust's Board of Trustees. Short-term obligations with maturities of 60 days 
or less are valued at amortized cost, which constitutes fair value as 
determined by the Trust's Board of Trustees. 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 Trust's Board of Trustees.

   

EXCHANGE PRIVILEGE

Except as noted below, shareholders of the Fund may exchange all or part of 
their shares for shares of the same Class (for this purpose, shares of the 
Fund are deemed to be Class A shares) of certain 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 as follows: 

A.	Class A shares of any such fund purchased with a sales charge may be 
exchanged for Class A shares of any of the other such funds, and the 
sales charge differential, if any, will be applied. Class A shares of 
any such fund may be exchanged without a sales charge for shares of 
the funds that are offered without a sales charge. Class A shares of 
any such fund purchased without a sales charge may be exchanged for 
shares sold with a sales charge, and the appropriate sales charge 
differential will be applied.

B.	Class A shares of any such fund acquired by a previous exchange of 
shares purchased with a sales charge may be exchanged for Class A 
shares of any of the other such funds, and the sales charge 
differential, if any, will be applied.

The exchange privilege enables shareholders to acquire Class A shares 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.  A Prospectus may be obtained from a PFS 
Investments Representativefinancial 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 the proceeds are immediately invested, at a price as described above, in 
shares of the fund being acquired.  The Fund 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 its total return 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 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. 

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.


Aggregate Total Return

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

ERV-P
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 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.



Performance will vary from time to time depending on market conditions, the 
composition of the Fund's portfolio and operating expenses.  Consequently, any 
given performance quotation should not be considered representative of the 
Funds performance for any specified period in the future. Because performance 
will vary, it may not provide a basis for comparing an investment in the Fund 
with certain bank deposits or other investments that pay a fixed yield for a 
stated period of time.

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 advisors as to the tax consequences of an investment in the Fund. 



   
The Trust intends to qualify each year as a regulated investment company under 
the Code. If the Fund (a) qualifies as a regulated investment company and (b) 
distributes to its shareholders at least 90% of its net investment income 
(including, for this purpose, its net realized short-term capital gains), the 
Fund will not be liable for Federal income taxes to the extent that its net 
investment income and its net realized long- and short-term capital gains, if 
any, are distributed to its shareholders.     

Gains or losses on the sales of stock or securities by the Fund generally will 
be long-term capital gains or losses if the Fund has held the stock or 
securities for more than one year. Gains or losses on sales of stock or 
securities held for not more than one year generally will be short-term 
capital gains or losses. 

Any net long-term capital gains realized by the Fund will be distributed 
annually as described in the Prospectus. Such distributions ("capital gain 
dividends") will be taxable to shareholders as long-term capital gains, 
regardless of how long a shareholder has held Fund shares, and will be 
designated as capital gain dividends in a written notice mailed by the Fund to 
shareholders after the close of the Fund's prior taxable year. If a 
shareholder receives a capital gain dividend with respect to any share and if 
the share has been held by the shareholder for six months or less, then any 
loss on the sale or exchange of such share will be treated as a long-term 
capital loss to the extent of the capital gain dividend. 

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 fully to report dividend and interest income, or fails to certify that 
he or she has provided a correct taxpayer identification number and that he or 
she is not subject to "backup withholding," then the shareholder may be 
subject to a 31% backup withholding tax with respect to (a) any taxable 
dividends and distributions and (b) the proceeds of any redemptions 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 advisors 
with specific reference to their own tax situations, including their state and 
local tax liabilities.



ADDITIONAL INFORMATION

PNC Bank, located at 17th and Chestnut Streets, Philadelphia, Pennsylvania 
19103, serves as the custodian of the Fund.  Under its agreement with the 
Trust on behalf of 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.  
The assets of the Fund are held under bank custodianship in compliance with 
the 1940 Act.

    First Data,      located at Exchange Place, Boston, Massachusetts 02109, 
serves as the Trust's transfer agent. Under the transfer agency agreement, 
First Data maintains the shareholder account records for the Trust, handles 
certain communications between shareholders and the Trust and distributes 
dividends and distributions payable by the Trust. For these services, First 
Data receives a monthly fee computed on the basis of the number of shareholder 
accounts it maintains for the Trust during the month and is reimbursed for 
out-of-pocket expenses.










					

   
					Smith Barney

					S&P 500 Index Fund
    						


Statement of


Additional 
Information


December 30, 1997




   
Smith Barney
S&P 500 Index Fund 
3100 Breckenridge Blvd., Bldg. 200
Duluth, Georgia 30199-006288 Greenwich Street
New York, New York 10013     
								SMITH BARNEY
								A Member of Travelers Group 




PART  C

OTHER INFORMATION

Item 24.	Financial Statements and Exhibits

(a)  Financial Statements

	Included in Part A:

      Financial Highlights

	Included in Part B:

   		Smith Barney Intermediate Maturity New York Municipals Fund Semi 
Annual 
Report for the six month period ended May 31, 1997, together with Smith Barney 
Intermediate Maturity California Municipals Fund Semi Annual Report for the 
six month period
ended May 31, 1997 are incorporated by reference to the Rule 30(b)2-1 filings 
made on July 29, 1997 as Accession No. 91155-97-000341.     

	Included in Part C:

		Consent of Independent Accountants 

(b)	Exhibits

	Unless otherwise noted, all references are to the Registrants 
Registration Statement on Form N-1A (the Registration Statement") as filed 
with the     Securities and Exchange Commission ("SEC")      on October 21, 
1991 (File Nos. 33-43446 and 811-6444).

	(1)(a) Registrants Master Trust Agreement dated October 17, 1991 and 
Amendments to the Master Trust Agreement dated November 21, 1991 and July 30, 
1993, respectively, are incorporated by reference to Post-Effective Amendment 
No. 4 to the Registration Statement filed on January 28, 1994 (Post-Effective 
Amendment No. 4").

	(b)  Amendments to the Master Trust Agreement dated October 14, 1994 and 
November 7, 1994, respectively, are incorporated by reference to a 
Registration Statement filed on Form N-14 on January 6, 1995 (the N-14").

	(c)  Amendments to the Master Trust Agreement dated July 20, 1995 and 
August 10, 1995 are incorporated by reference to Post-Effective Amendment No. 
9 to the Registration Statement filed on August 29, 1995 ("Post-Effective 
Amendment No. 9").

	(2)  Registrants By-Laws are incorporated by reference to the 
Registration Statement.

	(3)  Not Applicable.

	(4)  Registrants form of stock certificate is incorporated by reference 
to Pre-Effective Amendment No. 1 to the Registration Statement filed on 
December 6, 1991 (Pre-Effective Amendment No. 1").

	(5)(a)  Investment Advisory Agreement between the Registrant and 
Greenwich Street Advisors dated July 30, 1993 is incorporated by reference to 
Post-Effective Amendment No. 3 to the Registration Statement filed on December 
1, 1993 (Post-Effective Amendment No. 3").

	(b)  Transfer of Investment Advisory Agreement dated November 7, 1994 
between the Registrant on behalf of Smith Barney Intermediate Maturity 
California Municipals Fund,  Greenwich Street Advisors and Smith Barney Mutual 
Funds Management Inc. is incorporated by reference to the N-14.

	(c)  Form of Transfer of Investment Advisory Agreement for Smith Barney 
Limited Maturity Municipals Fund, Smith Barney Intermediate Maturity New York 
Municipals Fund and Smith Barney Limited Maturity Treasury Fund is 
incorporated by reference to Post-Effective Amendment No. 6 to the 
Registration Statement filed on January 27, 1995 (Post-Effective Amendment No. 
6").

   	(d)  Form of Investment Advisory Agreement between the Registrant on 
behalf of Smith Barney S&P 500 Index Fund and Travelers Investment 
Management Company to be filed by Amendment.    

	(e)  Form of Investment Advisory Agreement between the Registrant on 
behalf of Large Capitalization Growth Fund and Smith Barney Mutual Funds
Management Inc. is to be filed by Amendment.

	(6)(a)  Distribution Agreement between Registrant and Smith Barney 
Shearson Inc. dated July 30, 1993 is incorporated by reference to Post-
Effective Amendment No. 3.

   	(b)  Form of Distribution Agreement between the Registrant on behalf of 
Smith Barney S&P 500 Index Fund and PFS Distributors is incorporated 
by reference to Post-Effective Amendment No. 10.    

	(7)  Not Applicable.

	(8)  Form of Custody Agreement with PNC Bank, National Association, is 
incorporated by reference to Post-Effective Amendment No. 9.

	(9)(a)  Administration Agreement between the Registrant on behalf of 
Smith Barney Intermediate Maturity California Municipals Fund and Smith, 
Barney Advisers, Inc. (SBA") is incorporated by reference to the N-14.

	(b)   Form of Administration Agreement between the Registrant on behalf 
of Smith Barney Limited Maturity Municipals Fund and Smith Barney Intermediate 
Maturity New York Municipals Fund and SBA is incorporated by reference to 
Post-Effective Amendment No. 6.

   	 (c)  Form of Administration Agreement between the Registrant on behalf 
of Smith Barney S&P 500 Index Fund and Smith Barney Mutual Funds 
Management Inc. to be filed by Amendment    ) 
No. 10. 

   	(d)  Transfer Agency Agreement with First Data Investor Services
 Group, Inc.(formerly known as "The Shareholder Services Group Inc.")
is incorporated by reference to Post-Effective Amendment No. 3.    

	(e)  Form of Sub-Transfer Agency Agreement between the Registrant on 
behalf of Smith Barney S&P 500 Index Fund and PFS Shareholder Services is 
 incorporated by reference to Post-Effective Amendment No. 10.


	(10) Opinion of counsel regarding legality of shares being 
registered is incorporated by reference to Pre-Effective Amendment No. 1 to 
the Registration Statement filed on December 6, 1991.

	(11)      Consent of Independent Accountants is to be filed by 
Amendment.     

	(12)  Not Applicable.

	(13)  Purchase Agreement between the Registrant and Shearson Lehman 
Brothers Inc. is incorporated by reference to Pre-Effective Amendment No. 1.

	(14)  Not Applicable.

	(15)(a)  Amended Service and Distribution Plan pursuant to Rule 12b-1 
between  the Registrant on behalf of Smith Barney Intermediate Maturity 
California Municipals Fund and Smith Barney Inc. is incorporated by reference 
to the N-14.

	(b) Form of Amended Service and Distribution Plan pursuant to Rule 12b-1 
between the Registrant on behalf of Smith Barney Limited Maturity Municipals 
Fund and Smith Barney Intermediate Maturity New York Municipals Fund and Smith 
Barney Inc. is incorporated by reference to Post-Effective Amendment No. 6.

   	(c)  Form of Shareholder Services and Distribution Plan pursuant to Rule 
12b-1 between the Registrant on behalf of Smith Barney S&P 500 Index Fund 
and Smith Barney Inc. to be filed by Amendment.    

	(d) Form of Service and Distribution Plan pursuant to Rule 12b-1 
between the Registrant on behalf of Fund and 
Large Capitalization Growth Fund is to be filed by Amendment.

	(16)  Performance Data is incorporated by reference to Post-Effective 
Amendment No. 2 to the Registration Statement as filed on April 1, 1993.

   
	(17)  Financial Data Schedule to be filed by Amendment.
    

	(18) Plan adopted pursuant to Rule 18f-3(d) of the Investment Company 
Act of 1940, as amended, is incorporated by reference to Post-Effective 
Amendment No. 10.

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

		None


Item 26.	Number of Holders of Securities

		(1)						(2)
	Title of Class					
	Beneficial Interest par value	Number of Record Holders
	$0.001 per share		 as of October 29, 1997 

	    
	Intermediate Maturity California 	
		Municipals Fund		  554
	Intermediate Maturity New York	
		Municipals Fund		 1,192
	Smith Barney S&P 500
		Index Fund			None

	Large Capitalization Growth Fund 	24,150
	    

Item 27.	Indemnification

	The response to this item is incorporated by reference to Pre-Effective 
Amendment No. 1.

Item 28(a).	Business and Other Connections of Investment Adviser

Investment Adviser -- Smith Barney Mutual Funds Management Inc. (SBMFM").

SBMFM, through its predecessors, has been in the investment counseling 
business since 1934 and was incorporated in December 1968 under the laws of 
the State of Delaware. SBMFM is a wholly owned subsidiary of Smith Barney 
Holdings Inc. (formerly known as Smith Barney Shearson Holdings Inc.), which 
in turn is a wholly owned subsidiary of Travelers Group Inc. (formerly known 
as Primerica Corporation) ("Travelers").  SBMFM is registered as an investment 
adviser under the Investment Advisers Act of 1940 (the "Advisers Act").

The list required by this Item 28 of the officers and directors of SBMFM 
together with information as to any other business, profession, vocation or 
employment of a substantial nature engaged in by such officers and directors 
during the past two fiscal years, is incorporated by reference to Schedules A 
and D of FORM ADV filed by SBMFM pursuant to the Advisers Act (SEC File No. 
801-8314).



Item 29.	Principal Underwriters
   

Consulting Group Capital Markets Funds; Global Horizons Investment Series 
(Cayman Islands); Greenwich Street California Municipal Fund Inc.; Greenwich 
Street Municipal Fund Inc.; Greenwich Street Series Fund; High Income 
Opportunity Fund Inc.; The Italy Fund Inc.; Managed High Income Portfolio 
Inc.; Managed Municipals Portfolio II Inc.; Managed Municipals Portfolio Inc.; 
Municipal High Income Fund Inc.; Puerto Rico Daily Liquidity Fund Inc.; 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 Concert Series Inc.; Smith Barney Disciplined Small Cap Fund, Inc.; 
Smith Barney Equity Funds; Smith Barney Fundamental Value Fund Inc.; Smith 
Barney Funds, Inc.; Smith Barney Income Funds; Smith Barney Income Trust; 
Smith Barney Institutional Cash Management Fund, Inc.; Smith Barney 
Intermediate Municipal Fund, Inc.; Smith Barney Investment Funds Inc.; Smith 
Barney Investment Trust; Smith Barney Large Capitalization Growth Fund; 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 Fund, Inc.; Smith Barney 
Municipal Money Market Fund, Inc.; Smith Barney Natural Resources Fund Inc.; 
Smith Barney New Jersey Municipals Fund Inc.; Smith Barney Oregon Municipals 
Fund Inc.; Smith Barney Principal Return Fund; Smith Barney Telecommunications 
Trust; Smith Barney Variable Account Funds; Smith Barney World Funds, Inc.; 
Smith Barney Worldwide Special Fund N.V. (Netherlands Antilles); Travelers 
Series Fund Inc.; The USA High Yield Fund N.V.; Worldwide Securities Limited  
(Bermuda); Zenix Income Fund Inc. and various series of unit investment 
trusts. 

    

	Smith Barney is a wholly owned subsidiary of  Holdings .  The 
information required by this Item 29 with respect to each director, officer 
and partner of Smith Barney is incorporated by reference to Schedule A of Form 
BD filed by Smith Barney pursuant to the Securities Exchange Act of 1934 (SEC 
File No. 812-8510).

Item 30.	Location of Accounts and Records

	(1)	Smith Barney Investment Trust
		388 Greenwich Street
		New York, New York  10013

	(2)	Smith Barney Mutual Funds Management Inc.
		388 Greenwich Street
		New York, New York  10013
	(Records relating to its function as investment adviser to certain 
of the Funds and administrator to all of the Funds)

   	(3)	Travelers Investment Management Company
		One Tower Square
		Hartford, CT  06183-2030
	(Records relating to its function as investment adviser to Smith 
Barney S&P 500 Index Fund)     

	(4)	PNC Bank, National Association
		17th and Chestnut Streets
		Philadelphia, PA  19103
		(Records relating to its function as custodian)

	(5)	First Data Investor Services Group, Inc.
		One Exchange Place
		Boston, Massachusetts 02109
		(Records relating to its function as Transfer Agent and Dividend 
Paying Agent)

Item 31.	Management Services

		Not Applicable

Item 32.	Undertakings

	(a)  Registrant undertakes to call a meeting of its shareholders of the 
Series for the purpose of voting upon the question of removal of a trustee or 
trustees of Registrant when requested in writing to do so by the holders of at 
least 10% of Registrants outstanding shares.  Registrant undertakes further, 
in connection with the meeting, to comply with the provisions of Section 16(c) 
of the Investment Company Act of 1940, as amended, relating to communications 
with the shareholders of certain common-law trusts.

   
	485(a) Certification

	The Registrant hereby certifies that it meets all of the requirements 
for effectiveness pursuant to Rule 485(a) under the Securities Act of 1933. 
    

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, and the 
Investment Company Act of 1940, the Registrant, SMITH BARNEY INVESTMENT TRUST, 
has duly caused this registration statement to be signed on its behalf by the 
undersigned, thereto duly authorized in the City of New York, in the State of 
New York on the     31st day of October, 1997.    

								SMITH BARNEY
								INVESTMENT TRUST

								/s/Heath B. McLendon
								Heath B. McLendon, Chief
								Executive Officer

	Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the date indicated.


Signature
Title
Date


/s/Heath B. McLendon
Heath B. McLendon

Chairman of the Board
(Chief Executive 
Officer)

   October 31, 1997    

/s/Lewis E. Daidone
Lewis E. Daidone

Treasurer
(Chief Financial and 
Accounting Officer)

   October 31, 1997    

/s/Herbert Barg
Herbert Barg

   Trustee    

   October 31, 1997    



/s/Alfred J. 
Bianchetti
Alfred J. Bianchetti

   Trustee    

   October 31, 1997    


/s/Martin Brody
Martin Brody

   Trustee    

   October 31, 1997    

/s/Dwight B. Crane
Dwight B. Crane

   Trustee    

   October 31, 1997    


/s/Burt N. Dorsett
Burt N. Dorsett

   Trustee    

   October 31, 1997    


/s/Elliot S. Jaffe
Elliot S. Jaffe

   Trustee    

   October 31, 1997    

/s/Stephen E. Kaufman
Stephen E. Kaufman

   Trustee    

   October 31, 1997    


/s/Joseph J. McCann
Joseph J. McCann

   Trustee    

   October 31, 1997    


/s/Cornelius C. Rose, 
Jr.
Cornelius C. Rose, Jr.

   Trustee    

   October 31, 1997