SMITH BARNEY SHEARSON TELECOMMUNICATIONS TRUST
N-30B-2, 1994-08-30
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SEMI- 
ANNUAL 
REPORT 



SMITH BARNEY SHEARSON 
TELECOMMUNICATIONS 
INCOME 
FUND 



JUNE 30, 1994 



TELECOMMUNICATIONS INCOME FUND 

DEAR SHAREHOLDER: 

We are pleased to provide you with the Semi-Annual Report, which includes 
the portfolio of investments for Smith Barney Shearson Telecommunications 
Income Fund, for the six-month period ended June 30, 1994. As you know, 
the Fund's primary objective is to provide current investment income with 
growth of capital as a secondary objective. The Fund's holdings are con- 
centrated in stocks of Bell Operating companies, with a minority portion 
of the assets in other dividend-paying equities. 

The Fund's aggregate total return (income plus change in share price) was 
2.01% for the first six months of 1994. By comparison, Standard & Poor's 
Daily Price Index of 500 Common Stocks (the "S&P 500"), an unmanaged index 
used to portray common stock price movement of large U.S. companies that 
historically have paid dividends on their stock, was (3.38)%. The Fund 
outperformed this index because Bell Operating companies' stocks, which 
comprise 95% of the portfolio, are viewed as defensive vehicles 
and have provided dividend yields between 4.5% and 5.5% compared to the 
dividend yield of the S&P 500 of 2.8%. In this uncertain market environ- 
ment, defensive stocks with above-market yields performed very well. 

We are optimistic about the prospects for the Bell Operating companies and 
believe they will continue to provide the Fund with a level monthly divi- 
dend. They have provided an attractive current dividend yield and a divi- 
dend growth rate of 3%-5%. We believe this modest but steady earnings 
growth rate of 4%-6% should help keep their stock prices fairly stable. 
However, the basic copper wire telephone business is still evolving be- 
cause of new technologies. Not all Bell Operating companies have the same 
prospects and we have committed our investment resources to those we be- 
lieve have the brightest future, particularly in the area of wireless com- 
munication. Although wireless communications is not the Bell Operating 
companies' major business, we believe it will be important to their future 
growth. We expect wireless communications to revolutionize the way we do 
business and become part of everyday life for many Americans by the year 
2000. The elements leading the revolution are continuously improving cov- 
erage and functionality, lower prices and new applications. We subdivide 
the wireless technologies into three categories: cellular phones, special- 
ized mobile radio, and wireless cable. Our enthusiasm for the industry is 
based on the following assumptions: 

* SUBSTANTIAL INDUSTRY GROWTH. We believe that the number of cellular 
  subscribers could quadruple over the next seven years, from 13 million 
  today to more than 49 million. This growth should drive local cellular 
  revenues up 19% a year, from $8.2 billion to more than $32 billion by 
  the year 2000. 

* NEW PLAYERS JOIN THE GAME. With Motorola's backing, some specialized 
  mobile radio operators are developing enhanced networks (ESMR) that will 
  offer mobile telephone services similar to cellular. We believe that the 
  market for wireless telephones is so young that a third competitive of- 
  fering will help to expand the market, not cannibalize the existing 
  business. 

* LOW-COST PROVIDER TO GRAB CABLE MARKET SHARE. While it provides the 
  same programming as traditional cable, wireless cable's subscriber rates 
  are 25%-40% lower. We look for wireless cable systems to reach penetra- 
  tion rates of 12% over the next five years, up from almost nothing 
  today. 

We hope the Fund can provide you with a level of income that is higher 
than that available on money market funds or other short-term instruments. 
We are also encouraged by the long-term growth potential of our holdings. 
Thank you again for your confidence in the Fund. 

Sincerely, 



Heath B. McLendon                Guy R. Scott 
Chairman of the Board            Investment Administrator 
and Investment Officer 


                                 August 22, 1994 



PORTFOLIO OF INVESTMENTS (UNAUDITED)                         JUNE 30, 1994 

<TABLE>
<CAPTION>
                                                                    MARKET 
VALUE 
SHARES                                                                (NOTE 
1) 
<C>             <S>                                                 <C>
COMMON STOCKS -- 98.8% 
                TELECOMMUNICATIONS -- 98.8% 
   214,436      Airtouch Communications                             $ 
5,066,010 
   264,942      Ameritech Corporation                                
10,134,031 
   278,092      Bell Atlantic Corporation                            
15,573,152 
   193,697      BellSouth Corporation                                
11,960,790 
    45,896      NYNEX Corporation                                     
1,738,311 
   214,436      Pacific Telesis Group                                 
6,620,712 
   247,008      Southwestern Bell Corporation                        
10,744,848 
   146,858      U.S. West, Inc.                                       
6,149,679 
                TOTAL COMMON STOCKS (Cost $18,961,778)               
67,987,533 

CONVERTIBLE PREFERRED STOCK -- 1.3% (Cost $684,800) 
    16,000      Sears Roebuck & Company, Convertible Preferred, 
                  Series A, Depository Shares Representing 1/4 
                  share, PERCS                                          
880,000 

TOTAL INVESTMENTS (Cost $19,646,578*)                    100.1%      
68,867,533 
OTHER ASSETS AND LIABILITIES (NET)                        (0.1)         
(65,516) 
NET ASSETS                                               100.0%     
$68,802,017 
<FN>
 * Aggregate cost for Federal tax purposes was $14,969,998. 
PERCS -- Preferred Equity Redemption Cumulative Stock. 

SEE NOTES TO FINANCIAL STATEMENTS. 
</TABLE>


STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)              JUNE 30, 1994 

<TABLE>
<S>                                                         <C>         <C>
ASSETS: 
   Investments, at value (Cost $19,646,578) (Note 1) 
     See accompanying schedule                                          
$68,867,533 
   Cash                                                                      
26,454 
   Dividends receivable                                                     
286,118 
   TOTAL ASSETS                                                          
69,180,105 
LIABILITIES: 
   Notes payable (Note 6)                                   $300,053 
   Investment advisory fee payable (Note 2)                   42,614 
   Custodian fees payable (Note 2)                             4,200 
   Transfer agent fees payable (Note 2)                        2,000 
   Accrued expenses and other payables                        29,221 
   TOTAL LIABILITIES                                                        
378,088 
NET ASSETS                                                              
$68,802,017 
NET ASSETS CONSIST OF: 
   Undistributed net investment income                                     
$314,154 
   Accumulated net realized gain on investments sold                        
582,054 
   Unrealized appreciation of investments                                
49,220,955 
   Par value                                                                    
646 
   Paid-in capital in excess of par value                                
18,684,208 
TOTAL NET ASSETS                                                        
$68,802,017 
   NET ASSET VALUE, offering price and redemption price 
     per share ($68,802,017 / 646,130 shares of benefi- 
     cial interest outstanding)                                             
$106.48 
<FN>
SEE NOTES TO FINANCIAL STATEMENTS. 
</TABLE>


STATEMENT OF OPERATIONS (UNAUDITED) 
                                    FOR THE SIX MONTHS ENDED JUNE 30, 1994 

<TABLE>
<S>                                                       <C>         <C>
INVESTMENT INCOME: 
   Dividends                                                          
$1,629,282 
   Interest                                                               
14,972 
   TOTAL INVESTMENT INCOME                                             
1,644,254 
EXPENSES: 
   Investment advisory fee (Note 2)                       $255,076 
   Legal and audit fees                                     22,115 
   Custodian fees (Note 2)                                  12,323 
   Transfer agent fees (Note 2)                             10,890 
   Trustees' fees and expenses (Note 2)                      7,422 
   Other                                                    15,384 
   TOTAL EXPENSES                                                        
323,210 
NET INVESTMENT INCOME                                                  
1,321,044 
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS 
 (NOTES 1 AND 3): 
   Net realized gain on investments sold during the 
     period                                                              
335,565 
   Net unrealized depreciation of investments during 
     the period                                                         
(373,922) 
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS                          
(38,357) 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                  
$1,282,687 
<FN>
SEE NOTES TO FINANCIAL STATEMENTS. 
</TABLE>


STATEMENT OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                        SIX MONTHS        
YEAR 
                                                          ENDED           
ENDED 
                                                         6/30/94        
12/31/93 
                                                       (UNAUDITED) 
<S>                                                    <C>            <C>
Net investment income                                   $1,321,044     
$2,587,760 
Net realized gain on investments sold during the 
period*                                                    335,565      
2,578,741 
Net unrealized appreciation/(depreciation) of in- 
  vestments 
  during the period                                       (373,922)     
5,834,676 
Net increase in net assets resulting from opera- 
  tions                                                  1,282,687     
11,001,177 
Distributions to shareholders from: 
   Net investment income                                (1,030,367)    
(2,919,439) 
   Net realized gain on investments                     (1,039,235)    
(4,519,452) 
Net decrease in net assets from Fund share transac- 
  tions (Note 4)                                        (1,980,970)    
(2,629,290) 
Net decrease in net assets                              (4,050,572)   
(10,068,181) 
NET ASSETS: 
Beginning of period                                     71,569,902     
70,636,906 
End of period (including undistributed net invest- 
  ment income of $314,154 and of $23,477, respec- 
  tively)                                              $68,802,017    
$71,569,902 
<FN>
* Net realized gain for Federal tax purposes was $335,565 and $2,637,495, 
  respectively. 

SEE NOTES TO FINANCIAL STATEMENTS. 
</TABLE>


FINANCIAL HIGHLIGHTS 

FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD. 

<TABLE>
<CAPTION>
                                       SIX MONTHS      YEAR       YEAR       
YEAR 
                                          ENDED       ENDED      ENDED      
ENDED 
                                        06/30/94#    12/31/93   12/31/92   
12/31/91 
                                       (UNAUDITED) 
<S>                                    <C>           <C>        <C>        
<C>
Net asset value, beginning of pe- 
  riod                                    $107.62    $102.67    $110.75    
$129.06 
Income from investment operations: 
Net investment income                        2.05       3.94       4.91       
5.74 
Net realized and unrealized gain/ 
  (loss) on investments                       .01++    12.30       6.79      
(2.20) 
Total from investment operations             2.06      16.24      11.70       
3.54 
Less distributions: 
Distributions to shareholders from: 
Dividends from net investment in- 
  come                                      (1.60)     (4.42)     (4.55)     
(6.05) 
Distributions from net realized 
  capital gains                             (1.60)     (6.87)    (15.23)    
(14.62) 
Distributions from capital                 --           --         --        
(1.18) 
Distributions in excess of net re- 
  alized gains                             --           --         --         
- -- 
Total distributions                         (3.20)    (11.29)    (19.78)    
(21.85) 
Net asset value, end of period            $106.48    $107.62    $102.67    
$110.75 
Total return+                                2.01%     16.00%     10.89%      
3.30% 
Ratios to average net assets/sup- 
  plemental data: 
Net assets, end of period (000's)         $68,802    $71,570    $70,637    
$79,419 
Ratio of operating expenses to av- 
  erage net assets                         0.95%**      0.93%      0.92%      
0.90% 
Ratio of net investment income to 
  average net assets                       3.88%**      3.47%      4.41%      
4.57% 
Portfolio turnover rate                         0%         0%         2%        
18% 
<FN>
** Annualized. 
 + Total return represents aggregate total return for the periods indi- 
   cated. 
++ The amount shown at this caption for each share outstanding throughout 
   the period may not accord with the charge in the aggregate gains and 
   losses in the portfolio securities for the period because of the timing 
   of purchases and withdrawals of shares in relation to the fluctuating 
   market values of the portfolio. 
 # As of June 15, 1994, the Fund changed its investment adviser from The  
   Boston Company Advisors, Inc. to its current investment adviser, Smith 
   Barney Strategy Advisers, Inc. The Boston Company Advisors, Inc. is 
   currently the sub-investment adviser to the Fund. 

SEE NOTES TO FINANCIAL STATEMENTS. 
</TABLE>


FINANCIAL HIGHLIGHTS 

FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

<TABLE>
<CAPTION>
                                                      YEAR               
YEAR 
                                                     ENDED               
ENDED 
                                                    12/31/90           
12/31/89 

<S>                                                  <C>                 
<C>
Net asset value, beginning of year                  $140.93              
$99.10 
Income from investment operations: 
Net investment income                                  6.10                
5.18 
Net realized and unrealized gain/(loss) 
  on 
  investments                                         (8.98)              
45.31 
Total from investment operations                      (2.88)              
50.49 
Less distributions: 
Distributions to shareholders from: 
Dividends from net investment income                  (5.79)              
(5.85) 
Distributions from net realized capital 
  gains                                               (3.20)              
(2.65) 
Distributions from capital                             --                 -
- - 
Distributions in excess of net realized 
  gains                                                --                 
(0.16) 
Total distributions                                   (8.99)              
(8.66) 
Net asset value, end of period                      $129.06             
$140.93 
Total return+                                         (1.80)%             
52.11% 
Ratios to average net assets/supplemen- 
  tal data: 
Net assets, end of period (000's)                   $94,854            
$109,970 
Ratio of operating expenses to average 
  net assets                                           0.92%               
0.89% 
Ratio of net investment income to aver- 
  age net assets                                       4.81%               
4.32% 
Portfolio turnover rate                                   3%                  
5% 
<FN>
* The Fund commenced operations on January 1, 1984. 
+ Total return represents aggregate total return for the periods indi- 
  cated. 

SEE NOTES TO FINANCIAL STATEMENTS. 
</TABLE>



<TABLE>
<CAPTION>
  YEAR              YEAR             YEAR              YEAR              
YEAR 
  ENDED            ENDED             ENDED             ENDED             
ENDED 
12/31/88          12/31/87         12/31/86          12/31/85          
12/31/84* 

<S>               <C>              <C>               <C>               <C>
 $ 90.28          $ 99.20           $ 86.19           $ 70.16           $ 
61.25 

    5.55             5.87              5.54              5.30              
5.36 
    9.66            (4.67)            15.38             16.87              
7.71 
   15.21             1.20             20.92             22.17             
13.07 


   (5.40)           (7.20)            (5.40)            (5.34)            
(4.16) 
   (0.99)           (2.92)            (2.51)            (0.80)            -
- - 
   --               --                --                --                -
- - 
   --               --                --                --                -
- - 
   (6.39)          (10.12)            (7.91)            (6.14)            
(4.16) 
 $ 99.10          $ 90.28           $ 99.20           $ 86.19           $ 
70.16 
   17.12%            0.91%            24.99%            33.30%            
21.66% 

 $82,546          $80,349           $95,439           $88,926           
$76,825 
    0.95%            0.97%             0.96%             1.07%             
1.05% 
    5.70%            5.84%             5.68%             6.91%             
8.14% 
       3%               6%               15%               21%               
53% 
<FN>
SEE NOTES TO FINANCIAL STATEMENTS. 
</TABLE>


NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 

1. SIGNIFICANT ACCOUNTING POLICIES 

Smith Barney Shearson Telecommunications Trust (the "Trust") was organized 
as an unincorporated business trust under the laws of the Commonwealth of 
Massachusetts on June 2, 1983. The Trust is registered with the Securities 
and Exchange Commission under the Investment Company Act of 1940, as 
amended (the "1940 Act"), as a non-diversified, open-end management in- 
vestment company consisting of two portfolios, Smith Barney Shearson Tele- 
communications Growth Fund and Smith Barney Shearson Telecommunications 
Income Fund (the "Fund"), each with a separate investment objective. Each 
Fund commenced operations on January 1, 1984, by issuing shares of the 
Trust in a tax-free exchange for shares of American Telephone & Telegraph 
Company with rights to the divested Bell regional operating companies at- 
tached. The following is a summary of significant accounting policies con- 
sistently followed by the Fund in the preparation of its financial state- 
ments: 

Portfolio valuation: Investments in securities which are traded on a na- 
tional securities exchange are valued at the last reported sales price or, 
in the absence of a recorded sale, at the mean of the closing bid and 
asked prices. Over-the-counter securities are valued at the closing bid 
price. Short-term investments with maturities of 60 days or less from the 
valuation date are valued on the basis of amortized cost. 

Repurchase agreements: The Fund engages in repurchase agreement transac- 
tions. Under the terms of a typical repurchase agreement, the Fund takes 
possession of an underlying debt obligation subject to an obligation of 
the seller to repurchase, and the Fund to resell, the obligation at an 
agreed-upon price and time, thereby determining the yield during the 
Fund's holding period. This arrangement results in a fixed rate of return 
that is not subject to market fluctuations during the Fund's holding pe- 
riod. The value of the collateral is at least equal at all times to the 
total amount of the repurchase obligations, including interest. In the 
event of counterparty default, the Fund has the right to use the collat- 
eral to offset losses incurred. There is potential loss to the Fund in the 
event that the Fund is delayed or prevented from exercising its rights to 
dispose of the collateral securities including the risk of a possible de- 
cline in the value of the underlying securities during the period while 
the Fund seeks to assert its rights. The Fund's investment adviser, acting 
under the supervision of the Board of Trustees, reviews the value of the 
collateral and the creditworthiness of those banks and dealers with which 
the Fund enters into repurchase agreements to evaluate potential risks. 

Securities transactions and investment income: Securities transactions 
are recorded as of the trade date. Dividend income and distributions to 
shareholders are recorded on the ex-dividend date. Interest income is re- 
corded on the accrual basis. Realized gains or losses on sales of invest- 
ments are determined on the basis of identified cost. 

Dividends and distributions to shareholders: Dividends from net invest- 
ment income, if any, of the Fund are declared monthly and are paid on the 
last day of the Smith Barney Inc. ("Smith Barney") statement month. Dis- 
tributions, if any, of any net short-and long-term capital gains earned by 
the Fund will be made annually after the close of the fiscal year in which 
they are earned. Additional distributions of net investment income and 
capital gains from the Fund may be made at the discretion of the Trust's 
Board of Trustees in order to avoid the application of a 4% nondeductible 
excise tax on certain undistributed amounts of ordinary income and capital 
gains. 

Income distributions and capital gain distributions are determined in ac- 
cordance with income tax regulations which may differ from generally ac- 
cepted accounting principles. These differences are primarily due to dif- 
fering treatments of income and gains on various investment securities 
held by the Fund, timing differences and differing characterization of 
distributions made by the Fund. 

Federal taxes: It is the Fund's policy to qualify as a regulated invest- 
ment company, if such qualification is in the best interest of its share- 
holders, by complying with the requirements of the Internal Revenue Code 
of 1986, as amended, applicable to regulated investment companies and by 
distributing substantially all of its taxable income to its shareholders. 
Therefore, no Federal income tax provision is required. 

2. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE 
    AND OTHER TRANSACTIONS 

Prior to the close of business on June 15, 1994, the Trust on behalf of 
the Fund had entered into an investment advisory agreement with The Boston 
Company Advisors, Inc. ("Boston Advisors"), an indirect wholly owned sub- 
sidiary of Mellon Bank Corporation ("Mellon"). Under this agreement, the 
Fund paid a monthly fee at an annual rate of 0.75% of the value of its av- 
erage daily net assets. 

As of the close of business on June 15, 1994, Smith Barney Strategy Advis- 
ers Inc. ("SBSA"), an affiliate of Smith Barney, succeeded Boston Advisors 
as the Fund's investment adviser. The new investment advisory agreement 
contains the same terms and conditions as the predecessor agreement. SBSA 
receives a monthly fee paid at the annual rate of .55% of the value of the 
Fund's average daily net assets. 

As of the close of business on June 15, 1994, Boston Advisors was ap- 
pointed as the Fund's sub-investment adviser pursuant to a written agree- 
ment (the "Sub-Advisory Agreement"). Under the terms of the Sub- Advisory 
Agreement, SBSA pays Boston Advisors a monthly fee at an annual rate of 
.275% of the value of the Fund's average daily net assets. 

Prior to April 21, 1994, Boston Advisors provided the Fund with adminis- 
tration services under the terms of the Advisory Agreement between the 
Fund and Boston Advisors. As of the close of business on April 21, 1994, 
Smith, Barney Advisers, Inc. ("SBA"), which is controlled by Smith Barney 
Holdings Inc. ("Holdings"), a wholly owned subsidiary of The Travelers 
Inc., succeeded Boston Advisors as the Fund's administrator. The Fund pays 
SBA .20% of the value of the Fund's average daily net assets. 

As of the close of business on April 21, 1994, the Fund entered into a 
sub-administration agreement (the "Sub-Administration Agreement") with 
Boston Advisors. Under the Sub-Administration Agreement, Boston Advisors 
is paid by SBA at a rate agreed upon from time to time between SBA and 
Boston Advisors. 

For the six months ended June 30, 1994, the Fund incurred total brokerage 
commissions of $2,000, all of which was paid to Smith Barney. 

No officer, director or employee of Smith Barney or any parent or subsid- 
iary of Smith Barney receives any compensation from the Trust for serving 
as a Trustee or officer of the Trust. The Trust pays each of its Trustees 
who is not an officer, director or employee of Smith Barney or any of its 
affiliates $4,500 annually plus $250 for each meeting attended and reim- 
burses each such Trustee for travel and out-of-pocket expenses. 

Boston Safe Deposit and Trust Company, an indirect wholly owned subsidiary 
of Mellon, serves as the Trust's custodian. The Shareholder Services 
Group, Inc., a subsidiary of First Data Corporation, serves as the Trust's 
transfer agent. 

3. PURCHASES AND SALES OF SECURITIES 

Proceeds from sales of securities, excluding short-term obligations, ag- 
gregated $1,037,965, during the six months ended June 30, 1994. No pur- 
chases were made during the six months ended June 30, 1994. 

At June 30, 1994, aggregate gross unrealized appreciation for all securi- 
ties in which there was an excess of value over tax cost was $53,897,535. 

4. SHARES OF BENEFICIAL INTEREST 

The Trustees have authority to issue an unlimited number of shares of ben- 
eficial interest of the Trust, with par value of $.001 per share. Each 
Fund constitutes a sub-trust under an Amended and Restated Master Trust 
Agreement. Shares of two sub-trusts have been authorized by the Trustees 
of the Trust. The shares of the Fund are described herein. 

Transactions in shares of the Fund were as follows: 

<TABLE>
<CAPTION>
                                  SIX MONTHS ENDED             YEAR ENDED 
                                       6/30/94                  12/31/93 
                               SHARES       AMOUNT       SHARES       
AMOUNT 
<S>                           <C>         <C>            <C>        <C>
Issued as reinvestment of 
  dividends                     3,359     $   353,021      8,738    $   
970,506 
Issued as reinvestment of 
  capital  gains                3,603         371,537     14,430      
1,557,844 
Redeemed                      (25,862)     (2,705,528)   (46,167)    
(5,157,640) 
Net decrease                  (18,900)    $(1,980,970)   (22,999)   
$(2,629,290) 
</TABLE>


5. CONCENTRATION OF CREDIT 

Because the Fund concentrates its investments in one industry, its portfo- 
lio may be subject to greater risk and market fluctuations than a portfo- 
lio of securities representing a broader range of investment alternatives. 
The risks could adversely affect the ability and inclination of the issu- 
ers within the telecommunications industry to declare or pay dividends and 
the ability of holders of common stock to realize any value from the as- 
sets of the issuer upon liquidation or bankruptcy. 

6. NOTES PAYABLE 

The Fund and several affiliated entities participate in a $50 million line 
of credit provided by Continental Bank N.A. under an Amended and Restated 
Line of Credit Agreement (the "Agreement") dated April 30, 1992 and re- 
newed effective May 31, 1994, primarily for temporary or emergency pur- 
poses, including the meeting of redemption requests that otherwise might 
require the untimely disposition of securities. Under this Agreement, the 
Fund may borrow up to the lesser of $25 million or 20% of its net assets. 
Interest is payable either at the bank's Money Market Rate or the London 
Interbank Offered Rate (LIBOR) plus .375% on an annualized basis. Under 
the terms of the Agreement, as amended, the Fund and the other affiliated 
entities are charged an aggregate commitment fee of $100,000 which is al- 
located equally among each of the participants. The Agreement requires, 
among other provisions, each participating fund to maintain a ratio of net 
assets (not including funds borrowed pursuant to the Agreement) to aggre- 
gate amount of indebtedness pursuant to the Agreement of no less than 5 to 
1. At June 30, 1994, the Fund had outstanding borrowings of $300,053. Dur- 
ing the six months ended June 30, 1994, the Fund had an average outstand- 
ing daily balance of $4,972 with interest rates ranging from 4.625% to 
6.375%. Interest expense totalled $131 for the six months ended June 30, 
1994. 


PARTICIPANTS 

DISTRIBUTOR 

Smith Barney Inc. 
388 Greenwich Street 
New York, New York 10013 

INVESTMENT ADVISER 

Smith Barney Strategy 
 Advisers, Inc. 
1345 Avenue of the Americas 
New York, New York 10105 

ADMINISTRATOR 

Smith, Barney Advisers, Inc. 
1345 Avenue of the Americas 
New York, New York 10105 

SUB-INVESTMENT ADVISER 
AND SUB-ADMINISTRATOR 

The Boston Company Advisors, Inc. 
One Boston Place 
Boston, Massachusetts 02108 

AUDITORS AND COUNSEL 

Coopers & Lybrand 
One Post Office Square 
Boston, Massachusetts 02109 

Willkie Farr & Gallagher 
153 East 53rd Street 
New York, New York 10022 

TRANSFER AGENT 

The Shareholder Services 
 Group, Inc. 
Exchange Place 
Boston, Massachusetts 02109 

CUSTODIAN 

Boston Safe Deposit 
 and Trust Company 
One Boston Place 
Boston, Massachusetts 02108 


OUR APPROACH TO MUTUAL FUND INVESTING 

1. PERSONAL SERVICE 

The Smith Barney Financial Consultant ("FC") is highly trained and deeply 
committed to client service. Your FC works with you to establish a rela- 
tionship based on one-to-one communication and the highest standards of 
quality. 

2. ANALYZING YOUR NEEDS 

Defining your needs and establishing specific goals is the first step to- 
ward any successful investment program. The Smith Barney Strategic Asset 
Allocator -- a sophisticated financial planning tool -- can help you and 
your FC evaluate your resources and objectives. This groundwork then be- 
comes the basis for a strategy designed specifically for you. Your FC can 
use the Strategic Asset Allocator on a periodic basis to ensure that your 
investment strategy is keeping pace with your changing needs and goals. 

3. A UNIQUE MUTUAL FUND INVESTMENT PROGRAM 

Your Smith Barney FC offers a number of mutual fund assessment tools that 
are unmatched in the financial services industry. Smith Barney FCs have 
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vice, your FC can help guide you through the complex mutual fund maze. 
Specifically, the Evaluation Service can provide a clear picture of the 
past performance of mutual funds you currently own. Presented in both 
graphic and numerical form, this illustration provides a wealth of easily 
understood data on more that 2,100 funds. This complimentary service al- 
lows you to judge whether your mutual fund has helped meet your investment 
needs. 

4. LOOKING AHEAD 

Selecting a mutual fund should not be a one-event process that ends with 
the purchase of shares. You can count on the expertise of your FC as he or 
she continues to monitor and evaluate your funds, to suggest new strate- 
gies and to listen. That, in our opinion, is how to use mutual funds to 
help achieve your financial goals. 



TELECOMMUNICATIONS
INCOME 
FUND 

TRUSTEES 

Paul R. Ades 
Herbert Barg 
Allan Johnson 
Heath B. McLendon 
Ken Miller 
John F. White 

OFFICERS 

Heath B. McLendon 
Chairman of the Board 
and Investment Officer 
Stephen J. Treadway 
President 
Richard P. Roelofs 
Executive Vice President, 
Secretary and Treasurer 
Guy R. Scott 
Investment Administrator 



Recycled 
Recyclable 



This report is submitted for 
the general information of the 
shareholders of Smith Barney 
Shearson Telecommunications 
Income Fund. It is not authorized for 
distribution to prospective investors 
unless accompanied or preceded by 
an effective Prospectus for the Fund, 
which contains information 
concerning the Fund's investment 
policies, fees and expenses as well 
as other pertinent information. 



SMITH BARNEY 



SMITH BARNEY SHEARSON 
MUTUAL FUNDS 
Two World Trade Center 
New York, New York 10048 



Fund 11 
FD0412 H4 





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