SMITH BARNEY SECURITY AND GROWTH FUND
Supplement dated August 31, 1995 to
Statement of Additional Information dated March 23, 1995
Paragraph 13 of the section of the Statement of Additional
Information entitled "Investment Restrictions" is hereby
amended to read as follows:
"3. The Fund will not invest in the securities of
other investment companies registered or required to be
registered under the 1940 Act, except as the securities may
be acquired as part of a merger, consolidation,
reorganization, acquisition of assets or an offer of
exchange. This restriction does not apply to
investments in closed-end, publicly traded investment
companies."
