SMITH BARNEY SHEARSON STRATEGIC INVESTORS FUND
(the "Fund")
Supplement to Prospectus
Dated April 1, 1994
The following information replaces the disclosure found in the
Fund's Prospectus under the headings "Prospectus Summary--Management
of the Fund" and "Management of the Fund--Investment Adviser:"
Investment Adviser
Smith Barney Strategy Advisers Inc. ("SBSA") serves as the
Fund's investment adviser pursuant to an investment advisory
agreement dated July 6, 1994. For investment advisory services
rendered, SBSA receives a fee paid monthly at the annual rate of
.55% of the value of the Fund's average daily net assets. SBSA is
located at 1345 Avenue of the Americas, New York, New York 10105 and
has been in the investment counseling business since 1968. SBSA is a
wholly owned subsidiary of Smith Barney Holdings Inc., which is in
turn a wholly owned subsidiary of The Travelers Inc. ("Travelers").
Travelers is a financial services holding company engaged through its
subsidiaries principally in the businesses of consumer financial,
investment and insurance services.
Sub-Investment Adviser
The Boston Company Advisors, Inc. ("Boston Advisors") serves as
the Fund's sub-investment adviser pursuant to a sub-investment
advisory agreement dated July 6, 1994. For sub-investment advisory
services rendered, Boston Advisors receives a fee from SBSA, paid
monthly at the annual rate of .275% of the value of the Fund's
average daily net assets. Boston Advisors is located at One Boston
Place, Boston, Massachusetts 02108 and is a wholly owned subsidiary
of The Boston Company, Inc. ("TBC"). TBC is a wholly owned
subsidiary of Mellon Bank Corporation ("Mellon"). Mellon is a
publicly owned holding company registered under the Federal Banking
Holding Company Act of 1956 and through its subsidiaries provides a
comprehensive range of financial products and services in domestic
and selected international markets
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July 29, 1994
domestic\clients\shearson\funds\slep\stag\tbcstk.doc
