SMITH BARNEY SHEARSON TELECOMMUNICATIONS TRUST
N-30B-2, 1995-08-29
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<PAGE>
                         SMITH BARNEY
                         TELECOMMUNICATIONS
                         INCOME
                         FUND
 SEMI-                   ------------------
ANNUAL                   JUNE 30, 1995
REPORT









                 [LOGO]  SMITH BARNEY MUTUAL FUNDS
                         INVESTING FOR YOUR FUTURE.
                         EVERY DAY.

<PAGE>

             DEAR SHAREHOLDER:

[NAME OF FUND--BAR CALLOUT]

                         We are pleased to provide you with
the semi-annual
                         report for the six months ended
June 30, 1995,
                         including the portfolio of
investments, for the Smith
                         Barney Telecommunications Income
Fund. As you know, the
             Fund's primary objective is to provide an
attractive level of
             investment income; growth of capital is a
secondary objective. The
             Fund's holdings are largely concentrated in
stocks of Bell
             operating companies.

             The Fund's aggregate total return (income plus
change in share
             price) was 12.49% for the first six months of
1995. By comparison,
             the Standard & Poor's 500 Stock Index, an
unmanaged index used to
             portray common stock price movement of large
U.S. companies that
             historically have paid dividends on their
stock, was 20.19%. The
             Fund underperformed this index because Bell
operating companies,
             whose stocks comprise 95% of the portfolio, are
viewed as stable
             but slow-growth companies. The best performing
stocks in the last
             six months were the high-growth companies, and
the earnings growth
             rate of the Bell operating companies is only
about one half of the
             S&P 500. Also, the uncertainty of deregulation
and the potential of
             increased competition in the telephone business
concerned
             investors.

             We are optimistic on the prospects for the Bell
operating companies
             and believe they will continue to provide the
Fund with a level
             monthly dividend. They provide an attractive
current dividend yield
             and a dividend growth rate of 3% to 5%. Their
modest but steady
             earnings growth rate of 4% to 6% should help
keep their stock
             prices fairly stable. However, the basic copper
wire telephone
             business is evolving because of new
technologies. Not all Bell
             operating companies have the same prospects,
and we have committed
             our investment resources to those we believe
have the
brightest future, particularly in the area of wireless
communication. Although
wireless communication is not the Bell operating companies'
major business, it
is important to their future growth.

It is our goal in managing the Fund to provide you with a
level of income that
is competitive with a rate that is 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,

[SIGNATURE]                                    [SIGNATURE]

<TABLE>
<S>                                            <C>
Heath B. McLendon                              Guy R. Scott
Chairman of the Board and                      Investment
Officer
Investment Officer
July 28, 1995
</TABLE>



1

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 PORTFOLIO HIGHLIGHTS (UNAUDITED)
JUNE 30, 1995
- ------------------------------------------------------------
- --------------------

TOP TEN HOLDINGS


<TABLE>
<CAPTION>

Percentage of
Company
Net Assets
- ------------------------------------------------------------
- ---------
<S>
<C>
SBC COMMUNICATIONS INC.
17.6%
BELLSOUTH CORPORATION
17.4
BELL ATLANTIC CORPORATION
17.4
AMERITECH CORPORATION
13.6
U.S. WEST, INC.
9.4
AIRTOUCH COMMUNICATIONS
9.4
PACIFIC TELESIS GROUP
8.9
NYNEX CORPORATION
2.8
GENERAL ELECTRIC CAPITAL CORPORATION
2.6
SEARS ROEBUCK & COMPANY
1.8

</TABLE>


2

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 PORTFOLIO OF INVESTMENTS (UNAUDITED)
JUNE 30, 1995
- ------------------------------------------------------------
- --------------------

<TABLE>
<CAPTION>

MARKET VALUE
  SHARES
(NOTE 1)
<C>           <S>
<C>
- ------------------------------------------------------------
- ---------------------------------
COMMON STOCK - 96.5%
              TELECOMMUNICATIONS - 96.5%
  214,436     AirTouch Communications+
$ 6,111,426
  199,942     Ameritech Corporation
8,797,448
  201,092     Bell Atlantic Corporation
11,261,152
  177,697     BellSouth Corporation
11,283,760
   45,896     NYNEX Corporation
1,847,314
  214,436     Pacific Telesis Group
5,736,163
  239,008     SBC Communications Inc.
11,382,756
  146,858     U.S. West, Inc.
6,112,964
- ------------------------------------------------------------
- ---------------------------------
TOTAL COMMON STOCK (COST $16,652,773)
62,532,983
- ------------------------------------------------------------
- ---------------------------------
CONVERTIBLE PREFERRED STOCK - 1.8% (COST $684,773)
   19,852     Sears Roebuck & Company, Convertible
              Preferred, Series A, Depository Shares
              Representing  1/4 share, PERCS.
1,188,638
- ------------------------------------------------------------
- ---------------------------------
</TABLE>

<TABLE>
<CAPTION>
FACE VALUE
- ---------
 <C>          <S>
<C>              <C>
COMMERCIAL PAPER - 2.6% (COST $1,685,000)
$1,685,000    General Electric Capital Corporation, 6.200%
              due 7/3/95
1,685,000
- ------------------------------------------------------------
- ---------------------------------
TOTAL INVESTMENTS (COST $19,022,546*)
100.9%            65,406,621
OTHER ASSETS AND LIABILITIES (NET)
(0.9)              (626,164)
- ------------------------------------------------------------
- ---------------------------------
 NET ASSETS
100.0%           $64,780,457
- ------------------------------------------------------------
- ---------------------------------
<FN>

* Aggregate cost for Federal tax purposes was $14,945,981.
+ Non-income producing security.
PERCS - Preferred Equity Redemption Cumulative Stock.

</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.


3

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
JUNE 30, 1995
- ------------------------------------------------------------
- --------------------

<TABLE>
<S>
<C>        <C>
ASSETS:

    Investments, at value (Cost $19,022,546) (Note 1)
      See accompanying schedule
$65,406,621
    Dividends and interest receivable
135,280
- ------------------------------------------------------------
- -----------------------------
      TOTAL ASSETS
65,541,901
- ------------------------------------------------------------
- -----------------------------
LIABILITIES:
    Dividends payable
$651,445
    Payable for Fund shares redeemed
36,876
    Investment advisory fee payable (Note 2)
29,290
    Administration fee payable (Note 2)
10,651
    Custodian fees payable (Note 2)
3,550
    Transfer agent fees payable (Note 2)
1,650
    Due to custodian
1,266
    Accrued expenses and other payables
26,716
- ------------------------------------------------------------
- -----------------------------
      TOTAL LIABILITIES
761,444
- ------------------------------------------------------------
- -----------------------------
NET ASSETS
$64,780,457
- ------------------------------------------------------------
- -----------------------------
NET ASSETS consist of:
    Undistributed net investment income
$    38,586
    Accumulated net realized gain on investments sold
340,036
    Unrealized appreciation of investments
46,384,075
    Par value
621
    Paid-in capital in excess of par value
18,017,139
- ------------------------------------------------------------
- -----------------------------
      TOTAL NET ASSETS
$64,780,457
- ------------------------------------------------------------
- -----------------------------
NET ASSET VALUE, offering price and redemption price per
share
  ($64,780,457 / 621,293 shares of beneficial interest
  outstanding)
$104.27
- ------------------------------------------------------------
- -----------------------------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.

4

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 STATEMENT OF OPERATIONS (UNAUDITED)
                                          FOR THE SIX MONTHS
ENDED JUNE 30, 1995
- ------------------------------------------------------------
- --------------------

<TABLE>
<S>
<C>        <C>
INVESTMENT INCOME:

    Dividends and interest
$1,334,828
- ------------------------------------------------------------
- -----------------------------
EXPENSES:
    Investment advisory fee (Note 2)
$174,540
    Administration fee (Note 2)
63,469
    Legal and audit fees
19,653
    Custodian fees (Note 2)
12,502
    Trustees' fees and expenses (Note 2)
11,310
    Transfer agent fees (Note 2)
9,677
    Other
15,671
- ------------------------------------------------------------
- -----------------------------
         TOTAL EXPENSES
306,822
- ------------------------------------------------------------
- -----------------------------
NET INVESTMENT INCOME
1,028,006
- ------------------------------------------------------------
- -----------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  (NOTES 1 AND 3):
    Net realized gain on investments sold during the period
3,563,206
    Net unrealized appreciation of investments during the
period                2,887,325
- ------------------------------------------------------------
- -----------------------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
6,450,531
- ------------------------------------------------------------
- -----------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$7,478,537
- ------------------------------------------------------------
- -----------------------------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.


5

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------
- --------------------

<TABLE>
<CAPTION>

SIX MONTHS

ENDED              YEAR

6/30/95            ENDED

(UNAUDITED)         12/31/94
<S>
<C>               <C>
Net investment income                                      $
1,028,006       $  2,564,672
Net realized gain on investments sold during the period
3,563,206          2,301,558
Net unrealized appreciation/(depreciation) of investments
  during the period
2,887,325         (6,098,127)
- ------------------------------------------------------------
- -----------------------------
Net increase/(decrease) in net assets resulting from
  operations
7,478,537         (1,231,897)
Distributions from net investment income
(991,170)        (2,586,399)
Distributions from net realized gain on investments
(1,004,936)        (3,845,617)
Net decrease in net assets from Fund share transactions
  (Note 4)
(1,957,772)        (2,650,191)
- ------------------------------------------------------------
- -----------------------------
Net increase/(decrease) in net assets
3,524,659        (10,314,104)
NET ASSETS:
Beginning of period
61,255,798         71,569,902
- ------------------------------------------------------------
- -----------------------------
End of period (including undistributed net investment
  income of $38,586 and $1,750, respectively)
$64,780,457       $ 61,255,798
- ------------------------------------------------------------
- -----------------------------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.

6

<PAGE>

                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


7

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------
- --------------------

FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD.

<TABLE>
<CAPTION>

SIX MONTHS

ENDED         YEAR        YEAR

6/30/95       ENDED       ENDED

(UNAUDITED)    12/31/94    12/31/93
<S>
<C>            <C>         <C>
Net asset value, beginning of period
$ 95.62      $107.62     $102.67
- ------------------------------------------------------------
- ----------------------------------------
Income from investment operations:
Net investment income
1.66         4.02        3.94
Net realized and unrealized gain/(loss) on investments
10.19        (5.91)      12.30
- ------------------------------------------------------------
- ----------------------------------------
Total from investment operations
11.85        (1.89)      16.24
- ------------------------------------------------------------
- ----------------------------------------
Less distributions:
Dividends from net investment income
(1.60)       (4.05)      (4.42)
Distributions from net realized capital gains
(1.60)       (6.06)      (6.87)
Distributions from capital
- --            --          --
Distributions in excess of net realized gains
- --            --          --
- ------------------------------------------------------------
- ----------------------------------------
Total distributions
(3.20)      (10.11)     (11.29)
- ------------------------------------------------------------
- ----------------------------------------
Net asset value, end of period
$104.27      $ 95.62     $107.62
- ------------------------------------------------------------
- ----------------------------------------
Total return++
12.49%       (1.83)%     16.00%
- ------------------------------------------------------------
- ----------------------------------------
Ratios to average net assets/supplemental data:
Net assets, end of period (000's)
$64,780      $61,256     $71,570
Ratio of operating expenses to average net assets
0.97%+       0.95%       0.93%
Ratio of net investment income to average net assets
3.24%+       3.80%       3.47%
Portfolio turnover rate
0%           0%          0%
- ------------------------------------------------------------
- ----------------------------------------
<FN>

  + Annualized.

 ++ Total return represents aggregate total return for the
period indicated.

</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.

8

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------

- ------------------------------------------------------------
- --------------------

<TABLE>
<CAPTION>
      YEAR         YEAR         YEAR         YEAR
YEAR         YEAR         YEAR         YEAR
     ENDED        ENDED        ENDED        ENDED
ENDED        ENDED        ENDED        ENDED
    12/31/92     12/31/91     12/31/90     12/31/89
12/31/88     12/31/87     12/31/86     12/31/85
<S> <C>          <C>          <C>          <C>          <C>
<C>          <C>          <C>
    $110.75      $129.06      $140.93      $  99.10     $
90.28      $ 99.20      $ 86.19      $ 70.16
- ------------------------------------------------------------
- ------------------------------------------
       4.91         5.74         6.10          5.18
5.55         5.87         5.54         5.30
       6.79        (2.20)       (8.98)        45.31
9.66        (4.67)       15.38        16.87
- ------------------------------------------------------------
- ------------------------------------------
      11.70         3.54        (2.88)        50.49
15.21         1.20        20.92        22.17
- ------------------------------------------------------------
- ------------------------------------------
      (4.55)       (6.05)       (5.79)        (5.85)
(5.40)       (7.20)       (5.40)       (5.34)
     (15.23)      (14.62)       (3.20)        (2.65)
(0.99)       (2.92)       (2.51)       (0.80)
      --           (1.18)       --            --          --
- --           --           --
      --           --           --            (0.16)      --
- --           --           --
- ------------------------------------------------------------
- ------------------------------------------
     (19.78)      (21.85)       (8.99)        (8.66)
(6.39)      (10.12)       (7.91)       (6.14)
- ------------------------------------------------------------
- ------------------------------------------
    $102.67      $110.75      $129.06      $ 140.93     $
99.10      $ 90.28      $ 99.20      $ 86.19
- ------------------------------------------------------------
- ------------------------------------------
      10.89%        3.30%       (1.80)%       52.11%
17.12%        0.91%       24.99%       33.30%
- ------------------------------------------------------------
- ------------------------------------------
    $70,637      $79,419      $94,854      $109,970
$82,546      $80,349      $95,439      $88,926
       0.92%        0.90%        0.92%         0.89%
0.95%        0.97%        0.96%        1.07%
       4.41%        4.57%        4.81%         4.32%
5.70%        5.84%        5.68%        6.91%
          2%          18%           3%            5%
3%           6%          15%          21%
- ------------------------------------------------------------
- ------------------------------------------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.


9

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- ------------------------------------------------------------
- --------------------

1.  SIGNIFICANT ACCOUNTING POLICIES

Smith Barney Telecommunications Trust (the "Trust") was
organized as an
unincorporated business trust under the laws of the
Commonwealth of
Massachusetts by an Agreement and Declaration of Trust dated
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 investment company
consisting of two
portfolios, Smith Barney Telecommunications Growth Fund and
Smith Barney
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 attached.
The following is a summary of significant accounting
policies consistently
followed by the Fund in the preparation of its financial
statements:

Portfolio valuation:  Investments in securities which are
traded on a national
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 transactions.
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 period. 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 collateral 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
decline in the value of the underlying securities during the
period while the
Fund seeks to assert its rights. The Fund's investment
adviser or sub-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.

10

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (continued)
- ------------------------------------------------------------
- --------------------

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
recorded on the accrual
basis. Realized gains or losses on sales of investments are
determined on the
basis of identified cost.

Dividends and distributions to shareholders:  Dividends from
net investment
income, if any, of the Fund are declared quarterly and are
paid on the last
Friday of the calendar quarter. Distributions, 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 4.00%
nondeductible excise tax on certain undistributed amounts of
ordinary income and
capital gains.

Income distributions and capital gain distributions are
determined in accordance
with income tax regulations which may differ from generally
accepted accounting
principles. These differences are primarily due to differing
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 investment
company, if such qualification is in the best interest of
its shareholders, 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

The Trust on behalf of the Fund has entered into an
investment advisory
agreement (the "Advisory Agreement") with Smith Barney
Strategy Advisers Inc.
("SBSA"), a division of Smith Barney Mutual Funds
Management, Inc. ("SBMFM").
SBMFM is a wholly-owned subsidiary of Smith Barney Holdings
Inc. ("Holdings"),
which is in turn a wholly-owned subsidiary of Travelers
Group Inc. Under this
agreement, the Fund paid a monthly fee at the annual rate of
0.55% of the value
of the Fund's average daily net assets.


11

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (continued)
- ------------------------------------------------------------
- --------------------

The Fund has entered into a sub-investment advisory
agreement (the "Sub-Advisory
Agreement") with The Boston Company Advisors, Inc. ("Boston
Advisors"), an
indirect wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). Under
the terms of the Sub-Advisory Agreement, SBSA pays Boston
Advisors a monthly fee
based on the value of the Fund's average daily net assets.

The Fund also entered into an administration agreement ( the
"Administration
Agreement") with SBMFM. For administration services
rendered, the Fund pays
SBMFM a monthly fee at the annual rate of 0.20% of the value
of the Fund's
average daily net assets.

The Fund and SBMFM have also entered into a sub-
administration agreement (the
"Sub-Administration Agreement") with Boston Advisors. Under
the Sub-
Administration Agreement, SBMFM pays Boston Advisors a
portion of its
administration fee at a rate agreed upon from time to time
between SBMFM and
Boston Advisors.

For the six months ended June 30, 1995, the Fund incurred
total brokerage
commissions of $6,350, of which $2,050 was paid to Smith
Barney Inc. ("Smith
Barney").

No officer, director or employee of Smith Barney or any of
its affiliates
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
per annum plus $250
per meeting attended and reimburses 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.  SECURITIES TRANSACTIONS

Proceeds from sales of securities, excluding short-term
obligations, aggregated
$5,071,312 during the six months ended June 30, 1995. No
purchases were made
during the six months ended June 30, 1995.

At June 30, 1995, aggregate gross unrealized appreciation
for all securities in
which there was an excess of value over tax cost was
$50,460,640.

12

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (continued)
- ------------------------------------------------------------
- --------------------

4.  SHARES OF BENEFICIAL INTEREST

The Trustees have authority to issue an unlimited number of
shares of beneficial
interest of the Trust, with par value of $.001 per share.
The Fund, however, has
not offered additional shares since its inception, except
for shares purchased
through the reinvestment of dividends. 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.

<TABLE>
<CAPTION>
                                              SIX MONTHS
ENDED               YEAR ENDED
                                                  6/30/95
12/31/94
                                           SHARES
AMOUNT         SHARES       AMOUNT
<S>                                        <C>        <C>
<C>        <C>
- ------------------------------------------------------------
- ---------------------------------
Issued as reinvestment of dividends          3,649    $
364,096        8,675    $   883,503
Issued as reinvestment of capital gains      3,258
339,724       13,862      1,358,512
Redeemed                                   (26,200)
(2,661,592)     (46,981)    (4,892,206)
- ------------------------------------------------------------
- ---------------------------------
Net decrease                               (19,293)
$(1,957,772)     (24,444)   $(2,650,191)
- ------------------------------------------------------------
- ---------------------------------
</TABLE>

5.  CONCENTRATION OF CREDIT

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

6.  LINE OF CREDIT

The Fund and several affiliated entities participate in a
$50 million line of
credit provided by Bank of America, N.A. under an Amended
and Restated Line of
Credit Agreement (the "Agreement") dated April 30, 1992, and
renewed effective
May 31, 1994, primarily for temporary or emergency purposes,
including the
meeting of redemption requests that otherwise might require
the untimely
disposition of securities. The Fund may borrow up to the
lesser of $25 million
or 25% of its net assets. However, pursuant to the Fund's
prospectus, the Fund
may only borrow up to 10% of its net assets. Under the terms
of the Agreement,
as amended, the Fund and the other affiliated entities are
charged an aggregate


13

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (continued)
- ------------------------------------------------------------
- --------------------

commitment fee of $100,000 which is allocated 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 aggregate amount of indebtedness pursuant
to the Agreement of
no less than 5 to 1. At June 30, 1995, the Fund had no
outstanding borrowings.
During the six months ended June 30, 1995, the Fund had an
average outstanding
daily balance of $59,116 with interest rates ranging from
6.000% to 6.375%.
Interest expense totalled $1,838, which has been offset
against interest income
on the Statement of Operations for the six months ended June
30, 1995.

14

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 PARTICIPANTS
- ------------------------------------------------------------
- --------------------

DISTRIBUTOR

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

INVESTMENT ADVISER AND
ADMINISTRATOR

Smith Barney Mutual Funds
  Management Inc.
388 Greenwich Street
New York, New York 10013

SUB-INVESTMENT ADVISOR

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

COUNSEL

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


15

<PAGE>

Smith Barney
Telecommunications Income Fund

- ------------------------------------------------------------
- --------------------
 GLOSSARY OF COMMONLY USED MUTUAL FUND TERMS
- ------------------------------------------------------------
- --------------------

Capital Gain (or Loss)  This is the increase (or decrease)
in the market value
(price) of a security in your portfolio. If a stock or bond
appreciates in
price, there is a capital gain; if it depreciates, there is
a capital loss. A
capital gain or loss is "realized" upon the sale of a
security; if net capital
gains exceed net capital losses, there may be a capital gain
distribution to
shareholders.

CDSC (Contingent Deferred Sales Charge)  One kind of back-
end load, a CDSC is
imposed if shares are redeemed during the first few years of
ownership. The CDSC
may be expressed as a percentage of either the original
purchase price or the
redemption proceeds. Most CDSCs decline over time, and some
will not be charged
if shares are redeemed after a certain period of time.

Distribution Rate  This is the rate at which a mutual fund
pays out (or
distributes) interest, dividends and realized capital gains
to shareholders. A
fund's distribution rate is usually expressed as an
annualized percent of the
fund's offering price.

Dividend  This is income generated by securities in a
portfolio and distributed
after expenses to shareholders.

Front-End Sales Charge  This is the sales charge applied to
an investment at the
time of initial purchase.

Net Asset Value (NAV)  Net asset value is the total market
value of all
securities held by a fund, minus any liabilities, divided by
the number of
shares outstanding. It is the value of a single share of a
mutual fund on a
given day. The total value of your investment would be the
NAV multiplied by the
number of shares you own.

SEC Yield  This standardized calculation of a mutual fund's
yield is based on a
formula developed by the Securities and Exchange Commission
(SEC) to allow funds
to be compared on an equal basis. It is an annualized yield
based on the
portfolio's potential earnings from dividends, interest and
yield to maturity of
its holdings, and it reflects the payments of all portfolio
expenses for the
most recent 30-day period. Mutual funds are required to use
this figure when
stating yield.

Total Return  Total return measures a fund's performance,
taking into account
the combination of dividends paid and the gain or loss in
the value of the
securities held in the portfolio. It may be expressed on an
average annual basis
or cumulative basis (total change over a given period). In
addition, total
return may be expressed with or without the effects of sales
charges or the
reinvestment of dividends and capital gains.

Whenever a fund reports any type of performance, it must
also report the average
annual total return according to the standardized
calculation developed by the
SEC. The SEC average annual total return calculation
includes the effects of all
fees and sales charges and assumes the reinvestment of all
dividends and capital
gains.

16

<PAGE>
TELECOMMUNICATIONS                   SMITH BARNEY
INCOME FUND                          ------------

TRUSTEES                    A MEMBER OF TRAVELERS GROUP
[LOGO]
Paul R. Ades
Herbert Barg
Alger B. Chapman
Dwight B. Crane
Frank G. Hubbard
Allan Johnson
Heath B. McLendon
Ken Miller
John F. White

OFFICERS
Heath B. McLendon
Chairman of the Board
and Investment Officer

Jessica Bibliowicz
President
                                     This report is
submitted for the     SEMI-
Lewis B. Daidone                     general information of
the          ANNUAL
Senior Vice President                shareholders of Smith
Barney        REPORT
and Treasurer                        Telecommunications
Income
                                     Fund. It is not a
prospectus,
Guy R. Scott                         circular or
representation
Investment Officer                   intended for use in the
purchase
                                     or sale of shares of
the Fund or
Thomas M. Reynolds                   of any securities
mentioned in
Controller                           this report.

Christina T. Sydor
Secretary


                                     SMITH BARNEY
                                     MUTUAL FUNDS
                                     388 Greenwich Street
                                     New York, New York
10013

[LOGO] RECYCLED
       RECYCLABLE                    Fund 11
                                     FD 0412 8/95



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