SMITH BARNEY INCOME FUNDS
497, 1995-09-15
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DSIP.STK

  SMITH BARNEY DIVERSIFIED STRATEGIC INCOME FUND (the "Fund")


             Supplement dated September 15, 1995 to
               Prospectus dated November 7, 1994


      At a Board Meeting held on August 9, 1995, the Trustees  of
the  Fund approved the elimination by Smith Barney Global Capital
Management Inc., the Fund's sub-investment adviser, of the wavier
of a portion of its sub-investment advisory fee.

      As a result of the elimination of the waiver, the following
information  supersedes the information set forth in  the  Fund's
Prospectus dated November 7, 1994:

                                                  Class A   Class
B    Class C   Class Y
_________________________________________________________________
___________________
Shareholder Transaction Expenses
   Maximum sales charge imposed on purchases
    (as a percentage of offering price)       4.50%          None
None      None
   Maximum CDSC
   (as a percentage of original cost or
   redemption proceeds, whichever is lower)  None*          4.50%
1.00%          None
_________________________________________________________________
___________________
Annual Fund Operating Expenses
   (as a percentage of average net asset)
      Management   fees                   0.65%             0.65%
0.65%          0.65%
     12b-1  fees**                     0.25       0.75       0.70
None
    Other expenses***                    0.22      0.19      0.19
0.22
_________________________________________________________________
___________________
TOTAL FUND OPERATING EXPENSES 1.12%          1.59%          1.54%
0.87%
_________________________________________________________________
___________________
  *  Purchases  of  Class  A  shares, which  when  combined  with
     current  holdings  of Class A shares offered  with  a  sales
     charge,  equal or exceed $500,000 in the aggregate, will  be
     made  at  net asset value with no sales charge, but will  be
     subject  to  a CDSC of 1.00% on redemptions made  within  12
     months.
 **  Upon  conversion of Class B shares to Class A  shares,  such
     shares  will  no  longer be subject to a  distribution  fee.
     Class  C  shares  do  not  have a  conversion  feature  and,
     therefore, are subject to an ongoing distribution fee. As  a
     result,  long-term shareholders of Class C  shares  may  pay
     more  than  the economic equivalent of the maximum front-end
     sales  charge  permitted  by  the  National  Association  of
     Securities Dealers, Inc.
***  For  Class  Y  shares, "Other expenses" have been  estimated
     based  on  expenses incurred by the Class A  shares  because
     Class  Y  shares  were not available for purchase  prior  to
     November 7, 1994.




Supplement dated September 15, 1995


FD---- 9/95

EXAMPLE   The following example is intended to assist an investor
in  understanding the various costs that an investor in the  Fund
will bear directly or indirectly. The example assumes payment  by
the  Fund  of operating expenses at the levels set forth  in  the
table above. See "Purchase of Shares," "Redemption of Shares" and
"Management of the Trust and the Fund."

                               1  Year         3 Years   5  Years
10 Years*
_________________________________________________________________
___________________
An investor would pay the following expenses on a
$1,000 investment, assuming (1) 5.00% annual return
and (2) redemption at the end of each time period:
     Class A                  $61       $84       $109      $180
     Class B                   58        72         87       189
     Class C                   27        50         87       183
     Class Y                    9        28         48       107

An investor would pay the following expenses on
the same investment, assuming the same annual
return and no redemption:
     Class A                  $61       $84       $109      $180
     Class B                   16        50         87       189
     Class C                   16        49         84       183
     Class Y                    9        28         48       107
_________________________________________________________________
___________________
 *   Ten-year  figures  assume conversion of Class  B  shares  to
     Class  A shares at the end of the eighth year following  the
     date of purchase.



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