SMITH BARNEY EQUITY FUNDS
on behalf of
SMITH BARNEY LARGE CAP BLEND FUND
Supplement dated September 14, 2000
to Prospectus dated May 30, 2000
On September 7, 2000 the Board of Trustees of Smith Barney Equity Funds
on behalf of the Smith Barney Large Cap Blend Fund (the "Large Cap Blend
Fund"), approved a proposed reorganization pursuant to which the Growth
and Income Fund of Smith Barney Investment Series (the "Growth and
Income Fund") will acquire the assets and assume the stated liabilities
of the Large Cap Blend Fund in exchange for shares of the Growth and
Income Fund. This reorganization will allow the Large Cap Blend Fund
shareholders to maintain an investment in a fund that has substantially
similar investment objectives and policies with the same portfolio
manager.
Under the terms of the proposed reorganization Large Cap Blend Fund
shareholders would receive shares of the Growth and Income Fund equal in
value to their investment in the Large Cap Blend Fund in accordance with
the terms of the reorganization. Large Cap Blend Fund shareholders would
not be charged a sales load when Large Cap Blend Fund shares are issued
to them and it is anticipated that no gain or loss for Federal income
tax purposes would be recognized by shareholders as a result of the
reorganization.
As of October 6, 2000 Salomon Smith Barney Inc. will no longer be
accepting investments into the Large Cap Blend Fund.
The proposed reorganization is subject to the fulfillment of certain
conditions, including the approval of the shareholders of the Large Cap
Blend Fund. Proxy materials describing the proposed reorganization will
be mailed to shareholders, of record on October 13, 2000, on or about
October 23, 2000 in anticipation of a shareholder meeting on November
22, 2000. If approved by Large Cap Blend Fund shareholders at that
time, the transaction will occur as soon after the shareholder meeting
as practicable.
FD
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