CONSULTING GROUP CAPITAL MARKETS FUNDS (the "Trust")
Supplement dated February 11, 1997 to the Prospectus dated December 31,
1996
Effective March 31, 1997 Pilgrim Baxter & Associates, Inc.
("PBA"), a wholly-owned subsidiary of United Asset Management
Corporation will cease operating as investment adviser for a portion of
the assets of Small Capitalization Growth Investments (the
"Portfolio"). The Consulting Group, a division of the Trust's
Investment Manager, Smith Barney Mutual Funds Management Inc., had been
involved in ongoing discussions with PBA regarding their future
relationship with the Trust. In anticipation that the relationship may
not continue, the Consulting Group had undertaken a search of possible
replacement investment adviser(s) who specialize in the small
capitalization discipline. In accordance with the investment advisory
agreement between the Trust and PBA, PBA notified the Trust that they
will cease acting as investment adviser on March 31, 1997. Once a
replacement adviser is selected and approved by the Board of Trustees,
the Trust will communicate information to shareholders of this Portfolio
regarding this new adviser.
FD 2/97
