As filed with the Securities and Exchange Commission on May 9,
1997
Registration No.
33-2627
811-4551
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
[X] Post-Effective Amendment No. 40
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940, as amended
Amendment No. 40 [X]
SMITH BARNEY EQUITY FUNDS
(Exact name of Registrant as Specified in Charter)
Area Code and Telephone Number: (212) 723-9218
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
Christina T. Sydor
Secretary
388 Greenwich Street New York, New York 10013
(Name and Address of Agent for Service)
copies to:
Burton M. Leibert, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
It is proposed that this filing become effective:
____ Immediately upon filing pursuant to Rule 485(b)
on April 22, 1996 pursuant to Rule 485(b)
X 60 days after filing pursuant to Rule 485(a)
____ on -------------- pursuant to Rule 485(a)
The Registrant has previously filed a declaration of indefinite
registration
of its shares pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended.
Registrant's
Rule 24f-2 Notice for the
fiscal year ended January 31, 1997 was filed on March 21, 1997.
SMITH BARNEY EQUITY FUNDS
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and
documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
SMITH BARNEY EQUITY FUNDS
FORM N-1A CROSS REFERENCE SHEET
Pursuant to Rule 495(a) Under the Securities Act of 1933, as
amended
Part A
Item No Prospectus
Caption
1. Cover Page Cover Page
2. Synopsis Prospectus Summary
3. Condensed Financial Information Financial
Highlights;
4. General Description of Registrant Cover Page;
Prospectus Summary;
Investment Objective and
Management
Policies; Distributor;
Additional
Information
5. Management of the Fund Prospectus Summary;
Management of
the trust and the Fund;
Distributor;
Additional Information
6. Capital Stock and Other Securities Investment
Objective and
Management
Policies; Dividends,
Distributions
and Taxes; Additional
Information
7. Purchase of Securities Being Offered Valuation of
Shares; Purchase of
Shares; Exchange
Privilege; Redemption
of Shares; Minimum
Account Size;
Distributor; Additional
Information
8. Redemption or Repurchase of Shares Purchase of
Shares; Redemption of
Shares; Exchange
Privilege
9. Pending Legal Proceedings Not Applicable
Part B Statement of
Additional
Item No. Information Caption
10. Cover Page Cover page
11. Table of Contents Contents
12. General Information and History Distributor;
Additional Information
13. Investment Objectives and Policies Investment
Objectives and Management
Policies
14. Management of the Fund Management of the Trust
and the Funds;
Distributor
15. Control Persons and Principal Management of the
Trust and the Funds
Holders of Securities
16. Investment Advisory and Other Services Management
of the Trust and the
Funds;
Distributor
17. Brokerage Allocation Investment
Objectives and Management
Policies; Distributor
18. Capital Stock and Other Securities Investment
Objectives and Management
Policies; Purchase of
Shares;
Redemption of Shares;
Taxes
19. Purchase, Redemption and Pricing Purchase of
Shares; Redemption of
of Securities Being Offered Shares; Valuation
of Shares; Distributor;
Exchange Privilege
20. Tax Status Taxes
21. Underwriters Distributor
22. Calculation of Performance Data Performance Data
23. Financial Statements Financial
Statements
SMITH BARNEY EQUITY FUNDS
PART A
The Prospectus, filed on August 29, 1996 with Post-Effective
Amendment No. 34
to the Fund's Registration Statement on Form N-1A
(Accession No. 0000091155-96-000353), is incorporated by reference
in its
entirety.
SMITH BARNEY EQUITY FUNDS
PART B
The Statement of Additional Information, filed on August 29, 1996
with
Post-Effective Amendment No.
34 to the Fund's Registration Statement on Form N-1A
(Accession No. 0000091155-96-000353), is
incorporated by reference in its entirety.
SMITH BARNEY EQUITY FUNDS
PART C
Part C of Post-Effective Amendment No. 34 to the Fund's
Registration
Statement on Form N-1A filed on
August 29, 1996 (Accession No. 0000091155-96-000353), is
incorporated by
reference in its entirety.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, and
the Investment Company Act of 1940, as amended, the Registrant,
SMITH BARNEY
EQUITY FUNDS, has duly caused this Amendment to the Registration
Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, all in
the City of New York, State of New York on the 9th day of May,
1997.
SMITH BARNEY EQUITY
FUNDS
By: /s/ Heath B.
McLendon
Heath B.
McLendon,
Chairman of
the Board and
Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this
Post-Effective Amendment to the Registration Statement has been
signed below
by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Heath B. McLendon Chairman of the Board
May 9, 1997
Heath B. McLendon (Chief Executive Officer)
/s/ Lewis E. Daidone Senior Vice President and
May 9, 1997
Lewis E. Daidone Treasurer (Chief Financial
and Accounting Officer)
/s/ Lee Abraham* Trustee May 9,
1997
Lee Abraham
/s/ Allan J. Bloostein* Trustee
May 9, 1997
Allan J. Bloostein
/s/ Madelon Devoe-Talley* Trustee
May 9,1997
Madelon Devoe-Talley
/s/ Richard E. Hanson* Trustee
May 9, 1997
Richard E. Hanson
* Signed by Heath B. McLendon, their duly authorized attorney-in-
fact,
pursuant to power of attorney
dated October 27, 1992.
/s/ Heath B. McLendon May
9,1997
Heath B. McLendon
u:\legal\funds\slep\1997\secdocs\slep40
