SMITH BARNEY EQUITY FUNDS
497, 1995-10-20
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     SMITH BARNEY STRATEGIC INVESTORS FUND (the Fund)


 Supplement dated October 20, 1995 to Prospectus dated April
                           1, 1995



Effective October 23, 1995 purchases of Class A shares of
the Fund by Section 403(b) or Section 401(a) or (k) accounts
associated with Copeland Retirement Programs may be made at
net asset value without a sales charge.









FD01038 10/95



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