SMITH BARNEY PREMIUM TOTAL RETURN FUND
Supplement dated June 21, 1995 to Prospectus dated November
7, 1994
The Board of Trustees of Smith Barney Income Funds (the
"Trust") approved the termination of the sub-investment
advisory agreement (the "current sub-advisory agreement")
between the Trust, on behalf of the Smith Barney Premium
Total Return Fund (the "Fund"), Smith Barney Strategy
Advisers Inc., the Fund's investment adviser ("Strategy
Advisers") and The Boston Company Advisors Inc., at a
Special Meeting of the Board held on June 15, 1995. The
Board also approved, subject to shareholder approval, a new
investment advisory agreement between the Trust, on behalf
of the Fund, and Strategy Advisers (the "new advisory
agreement") and a new sub-investment advisory agreement (the
"new sub-advisory agreement") between the Trust, on behalf
of the Fund, Strategy Advisers and Boston Partners Asset
Management, L.P. ("Boston Partners").
Until August 14, 1995, the date the current sub-investment
advisory agreement is effectively terminated, Strategy
Advisers will manage the day to day operations of the Fund,
including making all investment decisions. The shareholder
meeting to approve the new advisory agreement and the new
sub-advisory agreement has been scheduled to take place on
August 10, 1995. In the event that the meeting is postponed
for any reason, Boston Partners will serve as sub-adviser
for the Fund pursuant to an interim agreement, in accordance
with Rules adopted by the Securities and Exchange
Commission, commencing on August 14, 1995 and continuing
until shareholders have had an opportunity to vote on such
agreement, but in no event longer than 120 days.
