As filed with the Securities and Exchange Commission on January 3,
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. 37
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940, as amended
Amendment No. 38 [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, 1996 was filed on March 29, 1996.
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 3rd day of
January, 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 1/3/97
Heath B. McLendon (Chief Executive Officer)
/s/ Lewis E. Daidone Senior Vice President and 1/3/97
Lewis E. Daidone Treasurer (Chief Financial
and Accounting Officer)
/s/ Lee Abraham* Trustee 1/3/97
Lee Abraham
/s/ Antoinette C. Bentley* Trustee 1/3/97
Antoinette C. Bentley
/s/ Allan J. Bloostein* Trustee 1/3/97
Allan J. Bloostein
/s/ Madelon Devoe-Talley* Trustee 1/3/97
Madelon Devoe-Talley
/s/ Richard E. Hanson* Trustee 1/3/97
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 1/3/97
Heath B. McLendon
January 3, 1997
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