STAG.STK
SMITH BARNEY STRATEGIC INVESTORS FUND
Supplement dated June 21, 1995 to Prospectus dated April 1, 1995
The Board of Trustees of Smith Barney Equity Funds (the "Trust")
approved the termination of the sub-investment advisory agreement
(the "current sub-advisory agreement") between the Trust, on
behalf of Smith Barney Strategic Investors Fund (the "Fund"),
Smith Barney Strategy Advisers Inc., the Fund's investment
adviser ("Strategy Advisers") and The Boston Company Advisors,
Inc., at a Special Meeting of the Board held on June 15, 1995.
The Board also approved, subject to shareholder approval, a new
investment advisory agreement (the "new advisory agreement")
between the Trust, on behalf of the Fund, and Strategy Advisers.
Until August 14, 1995, the date the current sub-advisory
agreement is effectively terminated, Robert J. Brady and Ellen S.
Cammer, each a Managing Director of Smith Barney Inc. and
Investment Officers of the Fund, will manage the day to day
operations of the Fund, including making all investment
decisions.
The shareholder meeting to approve the new advisory agreement has
been scheduled to take place on August 10, 1995.
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