July 3, 1997
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Office of Filings, Information and
Consumer Services
Re: Smith Barney Equity Funds (the "Fund")
Post-Effective Amendment No. 42
File Nos. 33-2627 and 811-4551
Gentlemen:
Pursuant to Rule 485(a) under the Securities Act of
1933, as amended and Rule 8b-16 under the Investment
Company Act of 1940, as amended, please find enclosed
for filing on behalf of the above-referenced Fund one
copy of Post-Effective Amendment No. 42 to the Fund's
Registration Statement on form N-1A ( the "Amendment").
This Amendment is being filed to postpone the
effectiveness of the Peachtree Growth Fund, a new
series of the Fund.
Please direct any questions regarding this filing to
the undersigned at (212)816-6393.
Very truly yours,
/s/Robert A. Vegliante
Robert A. Vegliante
Deputy General Counsel
Enclosure
u:\legal\funds\slep\1997\secdocs\pea42
