SMITH BARNEY SHEARSON EQUITY FUNDS, 497, 1994-11-09

SMITH BARNEY SHEARSON EQUITY FUNDS
497, 1994-11-09

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						November 8, 1994



Securities and Exchange Commission
6432 General Green Way
Alexandria, VA  22312

ATTN:	Office of Filings, Information and Consumer Services

   RE:	Smith Barney Equity Funds	File No. 33-2627
		Smith Barney Shearson Growth and Income Fund (the "Fund")

Gentlemen:

	Pursuant to Rule 497(e) under the Securities Act of 1933, please find 
enclosed for filing on behalf of the above-referenced Fund one copy of a 
Supplement to the Prospectus dated 
April 1, 1994.

	Any comments on this filing should be directed to James B. O'Connell 
at (617) 722-3931.

	Please return an electronic transmittal as evidence of your receipt 
of this filing.

						Very truly yours,



						/s/ James B. O'Connell
						James B. O'Connell
						Senior Legal Product Manager



shearsn2/slep/497let.doc