November 10, 1994
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
ATTN: Office of Filings, Information and Consumer Services
RE: Smith Barney Income Funds (the "Trust")
Smith Barney High Income Fund
Smith Barney Diversified Strategic Income Fund
File No. 2-96408
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended,
please accept this letter as certification that the Class Z prospectuses
for the above-referenced Trust do not differ from that contained
in Post-Effective Amendment No. 40 (the "Amendment") to the Trust's
Registration Statement on Form N-1A.
This Amendment was filed electronically on November 7, 1994.
Any comments on this filing should be directed to Maureen E. Tobin,
Assistant Vice President, The Boston Company Advisors, Inc. at (617) 722-3934.
Please return an electronic transmittal as evidence of your receipt
of this filing.
Very truly yours,
/s/ Lee D. Augsburger
Lee D. Augsburger
First Vice President and
Deputy General Counsel
funds\slip\497jZ.doc
