SMITH BARNEY AGGRESSIVE GROWTH FUND
(the "Fund")
Supplement dated May 24, 1995 to Prospectus and Statement of
Additional Information dated November 7, 1994.
On May 19, 1995, Smith Barney Mutual Funds Management Inc.
assumed responsibility for all administrative functions for
the Fund, including functions previously performed by The
Boston Company Advisors, Inc. ("Boston Advisors")
As of that date, Boston Advisors ceased to serve as sub
administrator to the Fund.
Also as of May 19, 1995, PNC Bank, National Association
assumed responsibility as the custodian for the Fund.
As of that date, Boston Safe Deposit and Trust Company, an
affiliate of Boston Advisors, ceased to serve as the Funds
custodian. PNC Bank, National Association is located at 17th
and Chestnut Streets, Philadelphia, Pennsylvania.
Supplement dated May 24, 1995
