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.
FD
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