SALOMON BROTHERS CAPITAL FUND INC
497, 1997-11-06
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                       SALOMON BROTHERS INVESTMENT SERIES
                              7 WORLD TRADE CENTER
                            NEW YORK, NEW YORK 10048
                                 (800) SALOMON
                                 (800) 725-6666
 
                       SUPPLEMENT DATED OCTOBER 29, 1997
                       TO PROSPECTUS DATED APRIL 29, 1997

The following information supplements and should be read in conjunction with the
section of the current Prospectus for Salomon Brothers Investment Series (the 
'Series') entitled 'Management:'

     'On September 24, 1997, Travelers Group Inc. ('Travelers') and Salomon Inc
     ('Salomon'), the ultimate parent company of Salomon Brothers Asset
     Management Inc ('SBAM'), Salomon Brothers Asset Management Limited ('SBAM
     Ltd.') and Salomon Brothers Asset Management Asia Pacific Limited ('SBAM
     AP'), announced their agreement to merge Salomon with and into Smith Barney
     Holdings Inc., a subsidiary of Travelers, to form a new company expected to
     be called Salomon Smith Barney Holdings Inc. (the 'Transaction'). Upon
     consummation of the Transaction, Travelers will become the ultimate
     parent of SBAM, SBAM Ltd. and SBAM AP, which will continue to serve as the
     investment adviser, and subadvisers, respectively, to the Series.
     Travelers is a diversified financial services company engaged in investment
     services, asset management, consumer finance and life and property casualty
     insurance  services.
 
     Under certain interpretations, the Transaction might be deemed to
     create an 'assignment,' as defined in the Investment Company Act of 1940,
     as amended, of the Management Contracts with SBAM and the Subadvisory
     Agreements between SBAM and SBAM Ltd. and SBAM AP with regard to certain
     of the Funds, which, if so interpreted, would result in the termination
     of such contracts and agreements. Accordingly, at a Special Meeting of
     the Board of Directors held on October 28, 1997, the Board approved new
     management contracts and subadvisory agreements for the Funds identical
     in all material respects to the existing contracts and agreements, to be
     presented to stockholders for approval.

     The Transaction is expected to be completed by the end of November 1997,
     subject to a number of conditions, including the receipt of U.S. and
     foreign regulatory approvals and the approval of Salomon stockholders.'




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                       SALOMON BROTHERS INVESTMENT SERIES
                              7 WORLD TRADE CENTER
                            NEW YORK, NEW YORK 10048
                                 (800) SALOMON
                                 (800) 725-6666
 
                       SUPPLEMENT DATED OCTOBER 29, 1997
           TO STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 29, 1997

The following information supplements and should be read in conjunction with the
section of the current Statement of Additional Information for Salomon Brothers
Investment Series (the  'Series') entitled 'Investment Management:'

     'On September 24, 1997, Travelers Group Inc. ('Travelers') and Salomon Inc
     ('Salomon'), the ultimate parent company of Salomon Brothers Asset
     Management Inc ('SBAM'), Salomon Brothers Asset Management Limited ('SBAM
     Ltd.') and Salomon Brothers Asset Management Asia Pacific Limited ('SBAM
     AP'), announced their agreement to merge Salomon with and into Smith Barney
     Holdings Inc., a subsidiary of Travelers, to form a new company expected to
     be called Salomon Smith Barney Holdings Inc. (the 'Transaction').  Upon
     consummation of the Transaction, Travelers will become the ultimate parent
     of SBAM, SBAM Ltd. and SBAM AP, which will continue to serve as the
     investment adviser, and subadvisers, respectively, to the Series.
     Travelers is a diversified financial services company engaged in investment
     services, asset management, consumer finance and life and property casualty
     insurance  services.
     
     Under certain interpretations, the Transaction might be deemed to
     create an 'assignment,' as defined in the Investment Company Act of 1940,
     as amended, of the Management Contracts with SBAM and the Subadvisory
     Agreements between SBAM and SBAM Ltd. and SBAM AP with regard to certain
     of the Funds, which, if so interpreted, would result in the termination
     of such contracts and agreements. Accordingly, at a Special Meeting of
     the Board of Directors held on October 28, 1997, the Board approved new
     management contracts and subadvisory agreements for the Funds identical
     in all material respects to the existing contracts and agreements, to be
     presented to stockholders for approval.

 
     The Transaction is expected to be completed by the end of November 1997,
     subject to a number of conditions, including the receipt of U.S. and
     foreign regulatory approvals and the approval of Salomon stockholders.'




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