CONSULTING GROUP CAPITAL MARKETS FUNDS
497, 1998-10-09
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CONSULTING GROUP CAPITAL MARKETS FUNDS (the "Trust")
Supplement dated October 9, 1998 to the
Prospectus dated July 1, 1998

On September 17, 1998 the Trust's Board of Trustees approved the 
following:

   A new investment advisory agreement between Mutual Management Corp. 
("MMC") and Standish, Ayer & Wood, Inc. ("Standish, Ayer") 
reflecting a decrease in the advisory fee paid by MMC to Standish, 
Ayer on behalf of Government Money Investments.  Pursuant to this 
new agreement, MMC will pay Standish, Ayer 0.15% of the first $100 
million and 0.10% thereafter.

   A new investment advisory agreement between MMC and State Street 
Global Advisors ("State Street") reflecting a decrease in the 
advisory fee paid by MMC to State Street on behalf of International 
Equity Investments.  Pursuant to this new agreement, MMC will pay 
State Street 0.06%.

   A new investment advisory agreement between MMC and The Boston 
Company Asset Management Company, Inc. ("TBCAM") reflecting a 
decrease in the advisory fee paid by MMC to TBCAM on behalf of Large 
Capitalization Value Equity Investments.  Pursuant to this new 
agreement, MMC will pay TBCAM  0.30% of the first $350 million and 
0.25% thereafter.

   A new investment advisory agreement between MMC and Oechsle 
International Advisors, LLC ("Oechsle") investment adviser to 
International Equity Investments ("International Equity 
Portfolio"). Recently, Oechsle signed an agreement with Fleet 
Financial Group ("Fleet") and Dresdner Bank AG ("Dresdner") that 
will result in a management led buyout of Dresdner's limited 
partnership interest in Oechsle.  As a result of this transaction, 
Oechsle's management will approximately double its collective equity 
interests in the firm.  Fleet will simultaneously become an 
indirect, minority investor and Dresdner which indirectly owns 
Oechsle's largest limited partnership interest, will no longer own 
any interest in the firm. This transaction has caused a change in 
control of Oechsle resulting in an assignment of the current 
investment advisory agreement between MMC and Oechsle.  Pursuant to 
the Investment Company Act of 1940, as amended, an assignment 
results in the automatic termination of the investment advisory 
agreement.  Accordingly, the Board of Trustees approved a new 
investment advisory agreement identical to the prior advisory 
agreement.  All the principals of Oechsle will remain with the firm 
resulting in no change to the management of the International Equity 
Portfolio.


    Shareholders of the Government Money, International Equity and Large 
Capitalization Value Equity Portfolios will soon receive an information 
statement regarding these changes.

    In addition, effective October 8, 1998, CFBDS, Inc. ("CFBDS"), a 
registered broker-dealer and an indirect wholly-owned subsidiary of 
Signature Financial Group, Inc. ("Signature"), will serve as the 
Trust's distributor.


FD 01561




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