SMITH BARNEY GLOBAL BOND FUND
a sub-trust of Smith Barney Income Funds
Supplement to Prospectus dated November 7
On December 21, 1994, the Board of Trustees of Smith Barney Income
Funds (the "Fund") approved for its sub-trust, Smith Barney Global Bond
Fund (the "Portfolio"), a proposed reorganization pursuant to which the
assets of the Portfolio would be acquired by Global Government Bond
Portfolio (the "Acquiring Fund"), a series of Smith Barney World Funds,
Inc. through an exchange of shares of the Acquiring Fund for substantially
all of the Portfolio's assets. These shares would then be distributed to
shareholders of the Portfolio in liquidation of the Portfolio. The
Portfolio and the Acquiring Fund have substantially similar investment
objectives.
Under the terms of the proposed reorganization each shareholder of
the Portfolio would become a shareholder of the Acquiring Fund, receiving
shares of the Acquiring Fund with a value equal to the value of the
shareholder's investment in the Portfolio in accordance with the terms of
the plan of reorganization. No sales charge would be imposed in the
transaction, and it is anticipated that no gain or loss for Federal income
tax purposes would be recognized by shareholders as a result of the
reorganization.
The proposed reorganization is subject to the fulfillment of certain
conditions, including the approved of shareholders of the Portfolio. Proxy
materials describing the proposed reorganization will be mailed to
Portfolio shareholders in anticipation of a meeting of shareholders
expected to be held in May, 1995. If approved by shareholders at that
time, the transaction will occur as soon after the meeting as practicable.
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Dated: December 22, 1994
