g:\users\lrg\497.doc
May 2, 1996
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Office of Filings, Information and Consumer
Services
Re: Smith Barney Equity Funds
Files No. 33-2627 and 811-4551
Dear Sirs:
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended, please accept this letter as certification that the
Prospectus and Statement of Additional Information for the
above referenced fund (the Fund) does not differ from that
contained in Post-Effective Amendment No. 33 to the Funds
Registration Statement on Form N-14, which was filed
electronically on April 18, 1996.
Any comments on this filing should be directed to the
undersigned at (212) 816-6397 or to Robert Vegliante at
(212) 816-6393.
Please return an electronic transmittal as evidence of your
receipt of this filing.
Sincerely yours,
Lisa R. Grosswirth
Senior Paralegal
