SMITH BARNEY GROWTH OPPORTUNITY FUND
(the "Fund")
Supplement dated July 28, 1997 to
Prospectus dated April 30, 1997
Effective August 1, 1997, Dennis A. Johnson, CFA, a Managing
Director of Smith Barney Inc. and President and Chief Investment
Officer of Peachtree Asset Management ("Peachtree"), a division of
Smith Barney Mutual Funds Management Inc., the Fund's investment
adviser and administrator, will be responsible for managing the
day to day investment operations of the Fund, including the making
of investment decisions. Prior to joining Peachtree, Mr. Johnson
was Vice President of Trusco Capital.
In attempting to achieve the Fund's investment objective of
capital appreciation, Mr. Johnson will use a disciplined approach
to identify the equity securities of companies having prospects of
strong, sustainable earnings growth and that are believed to
afford attractive opportunities for stock priced appreciation.
This disciplined approach involves computer-aided, quantitative
analysis supported by fundamental research. Mr. Johnson selects
stocks for the Fund's portfolio by sorting a universe of 1500
stocks into deciles based on earnings and other valuation
characteristics. Those stocks sorted into the top two deciles are
further analyzed quantitatively and fundamentally to determine if
they are attractive investments. In addition to determining which
stocks may be attractive investments for the Fund, this analysis
is used to determine if a particular stock held in the Fund's
portfolio continues to be an attractive investment and stocks
appearing in the bottom two deciles are sold. Although the Fund
may invest in the stocks of smaller capitalized companies, the
Fund's assets will be invested primarily in the stock of mid- and
larger-capitalized companies.
FD 01315
