SMITH BARNEY CONCERT SERIES  INC.

Supplement dated December 10, 1996
 to Prospectus dated August 5, 1996

The following supplements and, to the extent inconsistent therewith, 
supersedes the information contained in the Prospectuses of the above fund 
(the "Series") under the section "Purchase of Shares - Systematic Investment 
Plan:"

	For shareholders purchasing shares of the High Growth, Growth, Balanced, 
Conservative and Income Portfolios of the Series (each a "Portfolio" and 
collectively, the "Portfolios") through the Systematic Investment Plan on a 
monthly basis, the minimum initial investment requirement for Class A, Class B 
and Class C shares and the minimum subsequent investment requirement for all 
Classes  is $25.  For shareholders purchasing shares of a Portfolio through 
the Systematic Investment Plan on a quarterly basis, the minimum initial 
investment requirement for Class A, Class B and Class C shares and the minimum 
subsequent investment requirement for all Classes is $50.

_______________________________

The following information supplements the section of the Prospectus entitled, 
"Purchase of Shares - General:"

	The minimum initial and subsequent investment requirements in a 
Portfolio for accounts established through a payroll deduction program offered 
by Travelers Group Diversified Distribution Services Inc. is $50 per month.

	The minimum initial investment requirement in a Portfolio for an account 
established under the Uniform Gift to Minors Act  is $250 and the subsequent 
investment requirement is $50.

	Purchases of Class A shares also may be made at net asset value without 
a sales charge by employees of employers participating in payroll deduction 
programs offered by Travelers Group Diversified Distribution Services Inc.  
Such employees may purchase sales charge waived Class A shares through payroll 
deductions or a lump-sum, direct payment initial investment.  All other 
purchases of Class A shares will be subject to applicable sales charges in 
accordance with the terms of the Prospectus.

_______________________________

	The following information supplements the section of the Series' 
Prospectus entitled "Purchase of Shares - Initial Sales Charge Waivers:"

	Purchase of Class A shares also may be made at new asset value without a 
sales charge in the following circumstances: (1) direct rollovers by plan 
participants of distributions from a 401(k) plan enrolled in the Smith Barney 
401(k) Program (note: subsequent investments will be subject to the applicable 
sales charge); (2) purchases by separate accounts used to fund certain 
unregistered variable annuity contracts; and (3) purchases by investors 
participating in a Smith Barney fee based arrangement.
___________________________________


	The following information replaces in its entirety the disclosure in the 
Prospectus of the Series under "Purchase of Shares - Smith Barney 401(k) 
Program:"

Smith Barney 401(k) and ExecChoice Programs:

	Investors may be eligible to participate in the Smith Barney 401(k) 
Program or the Smith Barney ExecChoice Program.  To the extent applicable, 
the same terms and conditions, which are outlined below, are offered to all 
plans participating ("Participating Plans") in these programs.

	Each of the Portfolios offers to Participating Plans Class A and Class C 
shares as investment alternatives under the Smith Barney 401(k) and 
ExecChoice Programs.  Class A and Class C shares acquired through the 
Participating Plans are subject to the same service and/or distribution fees 
as the Class A and Class C shares acquired by other investors; however, they 
are not subject to any initial sales charge or contingent deferred sales 
charge ("CDSC").  Once a Participating Plan has made an initial investment in 
a Portfolio, all of its subsequent investments in the Portfolio must be in the 
same Class of shares, except as otherwise described below.

	Class A Shares.  Class A shares of a Portfolio are offered without any 
sales charge or CDSC to any Participating Plan that purchases $1,000,000 or 
more of Class A shares of one or more Smith Barney Mutual Funds.

	Class C Shares.  Class C shares of a Portfolio are offered without any 
sales charge or CDSC to any Participating Plan that purchases less than 
$1,000,000 of Class C shares of one or more Smith Barney Mutual Funds.

	401(k) and ExecChoice Plans Opened On or After June 21, 1996.  At the 
end of the fifth year after the date the Participating Plan enrolled in the 
Smith Barney 401(k) Program or Smith Barney ExecChoice Program, if its total 
Class C holdings in all non-money market Smith Barney Mutual Funds equal at 
least $1,000,000, it will be offered the opportunity to exchange all of its 
Class C shares for Class A shares of a Portfolio.  (For Participating Plans 
that were originally established through a Smith Barney retail brokerage 
account, the five year period will be calculated from the date the retail 
brokerage account was opened.)  Such Participating Plans will be notified of 
the pending exchange in writing within 30 days after the fifth anniversary of 
the enrollment date and, unless the exchange offer has been rejected in 
writing, the exchange will occur on or about the 90th day after the fifth 
anniversary date.  If the Participating Plan does not qualify for the five 
year exchange of Class A shares, a review of the Participating Plan's holdings 
will be performed each quarter until either the Participating Plan qualifies 
or the end of the eighth year.

	401(k) Plans Opened Prior to June 21, 1996.  In any year after the date 
a Participating Plan enrolled in the Smith Barney 401(k) Program, if its total 
Class C holdings in all non-money market Smith Barney Mutual Funds equal at 
least $500,000 as of the calendar year-end, the Participating Plan will be 
offered the opportunity to exchange all of its Class C shares for Class A 
shares of a Portfolio.  Such Plans will be notified in writing within 30 days 
after the last business day of the calendar year and, unless the exchange 
offer has been rejected in writing, the exchange will occur on or about the 
last business day of the following March.

	Any Participating Plan in the Smith Barney 401(k) Program that has not 
previously qualified for an exchange into Class A shares will be offered the 
opportunity to exchange all of its  Class C shares for Class A shares of a 
Portfolio, regardless of asset size, at the end of the eighth year after the 
date the Participating Plan enrolled in the Smith Barney 401(k) Program.  Such 
Plans will be notified of the pending exchange in writing approximately 60 
days before the eighth anniversary of the enrollment date and, unless the 
exchange has been rejected in writing, the exchange will occur on or about the 
eighth anniversary date.  Once an exchange has occurred, a Participating Plan 
will not be eligible to acquire additional Class C shares of the Portfolio, 
but instead may acquire Class A shares of the Portfolio.  Any Class C shares 
not converted will continue to be subject to the distribution fee.

	Participating Plans wishing to acquire shares of a Portfolio through the 
Smith Barney 401(k) Program or the Smith Barney ExecChoice Program must 
purchase such shares directly from the Transfer Agent.  For further 
information regarding these Programs, investors should contact a Smith Barney 
Financial Consultant.

	Existing 401(k) Plans Investing in Class B Shares.  Class B shares of 
the Smith Barney Mutual Funds are not available for purchase by Participating 
Plans opened on or after June 21, 1996, but may continue to be purchased by 
any Participating Plan in the Smith Barney 401(k) Program opened prior to such 
date and originally investing in such Class.  Class B shares acquired are 
subject to a CDSC of 3.00% of redemption proceeds, if the Participating Plan 
terminates within eight years of the date the Participating Plan first 
enrolled in the Smith Barney 401(k) Program.

	At the end of the eighth year after the date the Participating Plan 
enrolled in the Smith Barney 401(k) Program. it Will be offered the 
opportunity to exchange all of its Class B shares for Class A shares of a 
Portfolio.  Such Participating Plan will be notified of the pending exchange 
in writing approximately 60 days before the eighth anniversary of the 
enrollment date and, unless the exchange has been rejected in writing, the 
exchange will occur on or about the eighth anniversary date.  Once the 
exchange has occurred, a Participating Plan will not be eligible to acquire 
Class B shares of the Portfolio but instead may acquire Class A shares of the 
Portfolio.  If the Participating Plan elects not to exchange all of its Class 
B shares at that time, each Class B share held by the Participating Plan will 
have the same conversion feature as Class B shares held by other investors.  
See "Purchase of Shares - Deferred Sales Charge Alternatives" in the Series' 
Prospectus.  

	No CDSC is imposed on redemptions of Class B shares to the extent that 
the net asset value of the shares redeemed does not exceed the current net 
asset value of the shares purchased through reinvestment of dividends or 
capital gain distributions, plus the current net asset value of Class B shares 
purchased more than eight years prior to the redemption, plus increases in the 
net asset value of the shareholder's Class B shares above the purchase 
payments made during the preceding eight years.  Whether or not the CDSC 
applies to the redemption by a Participating Plan depends on the number of 
years since the Participating Plan first became enrolled in the Smith Barney 
401(k) Program, unlike the applicability of the CDSC to redemptions by other 
shareholders, which depends on the number of years since those shareholders 
made the purchase payment from which the amount is being redeemed.

	The CDSC will be waived on redemptions of Class B shares in connection 
with lump-sum or other distributions made by a Participating Plan as a result 
of: (a) the retirement of an employee in the Participating Plan; (b) the 
termination of employment of an employee in the Participating Plan; (c) the 
death or disability of an employee in the Participating Plan; (d) the 
attainment of age 59 1/2  by an employee in the Participating Plan; 
(e) hardship of an employee in the Participating Plan to the extent 
permitted under Section 401(k) of the Code; or (f)  redemptions of shares 
in connection with a loan made by the Participating Plan to an employee.

________________________

	The provisions contained in the Series' Prospectus under "Exchange 
Privilege - Class A Exchanges" notwithstanding, Class A shares of the 
Portfolios that are exchanged for the same class of shares of another Smith 
Barney Mutual Fund sold with a higher maximum sales charge, will not be 
subject to any sales charge differential.




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