SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Supplement dated June 12, 1998
to the Prospectus dated May 29, 1998
The following information supplements, and to the extent inconsistent
therewith, replaces the information contained in the Prospectus.
Effective immediately, Class C shares will be renamed Class L shares.
Effective June 15, 1998, Class L shares will be sold at net asset value
per share plus a maximum initial sales charge of 1.00%.
Class L Share Expenses:
The following expense table lists the costs and expenses an investor will
incur either directly or indirectly as a Class L shareholder of the High
Growth Portfolio, Growth Portfolio, Global Portfolio, Balanced Portfolio,
Conservative Portfolio and Income Portfolio (each a "Portfolio" and
together the "Portfolios") of the Smith Barney Concert Allocation
Series Inc., based on the maximum sales charge and maximum CDSC, if any,
that may be incurred at the time of purchase or redemption and, unless
otherwise not l year.
High Growth Portfolio
Growth Portfolio
Global Portfolio1
Balanced Portfolio
Conservative Portfolio
Income Portfolio
Shareholder Transaction Expenses
Maximum sales charge imposed
on purchases (as a percentage
of offering price)
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
Maximum CDSC
(as a percentage of original cost or
redemption proceeds, whichever is lower)
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
Annual Fund
Operating Expenses
as a percentage of average net assets)
Management fees
0.35%
0.35%
0.35%
0.35%
0.35%
0.35%
12b-1 fees2
1.00
1.00
1.00
1.00
0.70
0.70
Other expenses3
None
None
None
None
None
None
TOTAL FUND OPERATING EXPENSES
1.35%
1.35%
1.35%
1.35%
1.05%
1.05%
EXAMPLE
The following example is intended to assist an investor in
understanding the various costs that an investor in Class L shares of the
Portfolios will bear directly or indirectly. The example assumes payment by
the Portfolio of operating expenses at the levels set forth in the table
above. See "Purchase of Shares," "Redemption of Shares" and "Management of
the Fund" in the accompanying prospectus for more information.
High Growth Portfolio
Growth Portfolio
Global Portfolio
Balanced Portfolio
Conservative Portfolio
Income Portfolio
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:
1 year
$33
$32
$37
$31
$31
$30
3 years
49
46
61
45
43
42
5 years
77
73
98
70
68
65
10 years
158
148
202
143
138
131
An investor would pay the following expenses
on the same investment, assuming the same
annual return and no redemption:
1 year
$23
$22
$27
$21
$21
$20
3 years
49
46
61
45
43
42
5 years
77
73
98
70
68
65
10 years
158
148
202
143
138
131
The example also provides a means for the investor to compare expense
levels of portfolios with different fee structures over each varying
investment periods. To facilitate such comparison, all portfolios are
required to utilize a 5.00% annual return assumption. However, the
Portfolio's actual return will vary and may be greater or less than 5.00%.
This example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.
Purchase of Shares
Until June 25, 1999 purchases of Class L Shares by investors who were
holders of Class C Shares of any Smith Barney Mutual Fund on June 12, 1998
will not be subject to the 1% front-end sales charge.
1 The total portfolio operating expenses for the Global Portfolio are
estimated since no shares were outstanding during the Global Portfolio is
most recent fiscal year.
2 Class L shares do not have a conversion feature and, therefore, are
subject to an ongoing distribution fee. As a result, long term shareholders
of Class L shares may pay more than the economic equivalent of the maximum
front-end sales charge permitted by the National Association of Securities
Dealers, Inc.
3 Under the Asset Allocation and Administration Agreement with each
Portfolio, MMC bears all expenses of each Class of each Portfolio other
than the management fee, the 12b-1 fee and extraordinary expenses.
