SMITH BARNEY GROWTH AND INCOME FUND (the "Fund")
Supplement dated November 17, 1997 to
Prospectus dated May 31, 1997
On November 10, 1997, the Board of Trustees of
Smith Barney Equity Funds approved changes to the
investment objective of the Fund whereby the
investment objective of the Fund would be long-term
capital growth only. Under the Board's proposal the
Fund would fulfill its investment objective by
investing primarily in large capitalization domestic
companies that have a combination of growth and value
characteristics. By no longer having an investment
objective of income, the Fund would no longer be
required to purchase income-producing equity
securities, including dividend-paying common stocks.
In addition to recommending the change in the Fund's
investment objective, the Board recommended changing
the Fund's name to Smith Barney Large Cap Blend. The
Board also instructed that a Special meeting of
shareholders of the Fund be called on sometime in
March of 1998 for the purpose of approving this
change.
FD 01407
