SMITH BARNEY EQUITY FUNDS
on behalf of
SMITH BARNEY GROWTH AND INCOME FUND (the "Fund")
Supplement dated March 25, 1998 to
Prospectus dated May 31, 1997
On March 25, 1998, shareholders of the
Fund approved changing the Fund's investment
objective to long-term capital growth. The
Fund will fulfill this investment objective by
investing primarily in the common stock of large
capitalization domestic companies that exhibit
growth and/or value attributes. The Fund may
hold securities of companies that are
characterized by earnings growth greater than
that of the S&P 500. When selecting stocks with
growth potential, MMC will evaluate the specific
financial characteristics of the issuer such as
historical earnings growth, sales growth,
profitability and return on equity. At the same
time, the Fund may hold the securities of
companies whose prices are undervalued in the
marketplace at the time of purchase. When
selecting stocks with value potential, MMC may
select securities characterized as having below
average price to earnings or price to book
ratios. The Fund expects to invest primarily in
large capitalization companies, generally the
1,000 largest domestic companies as measured by
market capitalization. In conjunction with
shareholders approving this investment objective
change, the Board of Trustees has approved
changing the Fund's name to Smith Barney Large
Cap Blend Fund. This new name will better
reflect the Fund's asset class and investment
strategy of buying large cap stocks that exhibit
a blend of growth and value characteristics.
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