SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Supplement dated March 7, 1997
to Class Z Shares Prospectus dated November 19, 1996
________________________
The Board of Directors of the Smith Barney Concert Series (the
"Series") has voted to change the name of the Series to the Smith Barney
Concert Allocation Series Inc., effective February 24, 1997. Management
believed that the insertion of the word "allocation " is necessary to
differentiate the current Series portfolios with other funds that will
carry the Concert name.
This change in name does not represent a change in the investment
policies or objectives of the Series. Rather, by adding the word
allocation, the name will better define the Series investment strategy-
to allocate the investments of the individual portfolios in a number of
other Smith Barney Mutual Funds, based on the investment objective of
each portfolio.
______________________________
Effective October 14, 1996, the Board of Directors of Smith Barney
World Funds, Inc. has approved permitting the Global Government Bond
Portfolio to invest in the government securities of less developed
countries that are rated below investment grade. (The Global Government
Bond Portfolio is one of the fixed income funds available for investment
by certain of the Portfolios of Smith Barney Concert Series.)
Thus, the following information supplements, and to the extent
inconsistent therewith, supersedes, the information in the Prospectus
under: Description of Underlying Smith Barney Funds - Fixed Income
Funds - Global Government Bond Portfolio:
Investments may be made from time to time in government
securities, including loan assignments and loan participations, of
less developed countries. Such countries currently include
Argentina, Brazil, Bulgaria, Czech Republic, Ecuador, Hungary,
Indonesia, Lithuania, Malaysia, Mexico, Peru, Philippines, Poland,
Russia, Slovakia, South Africa, Thailand, Turkey, Uruguay and
Venezuela. Countries may be added to or deleted from this list as
economic and political conditions warrant. Historical experience
indicates that the markets of less developed countries have been
more volatile than the markets of the more mature economies of
developed countries; however, such markets often provide rates of
return to investors commensurate with the credit and market risks.
The investment adviser does not intend to invest more than 10% of
the Fund's assets in the government securities of less developed
countries and will not invest more than 5% of the Fund's assets in
the government securities of any one such country. Such
investments may be unrated or rated below investment grade or may
be in default. Securities rated below investment grade (and
comparable unrated securities) are the equivalent of high yield,
high risk bonds. Such securities are regarded as predominantly
speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the
obligations and involve major risk exposure to adverse business,
financial, economic, and political conditions, whether or not
occurring within the issuers' borders.
FD 01281 3/97
