SMITH BARNEY INCOME FUNDS, 497, 1995-05-22

SMITH BARNEY INCOME FUNDS
497, 1995-05-22

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             SMITH BARNEY INCOME FUNDS (the "Funds") SMITH
BARNEY CONVERTIBLE SECURITIES FUND
SMITH BARNEY HIGH INCOME FUND
SMITH BARNEY DIVERSIFIED STRATEGIC INCOME FUND SMITH BARNEY
UTILITIES FUND
SMITH BARNEY EXCHANGE RESERVE FUND
SMITH BARNEY PREMIUM TOTAL RETURN FUND

             Supplement dated May 22,
             1995 to Prospectuses and
             Statements of Additional
             Information dated November
             7, 1994
 On  March 27, 1995, Smith Barney Mutual Funds
Management Inc. assumed responsibility for all
administrative functions for the Funds,
including functions previously performed by The
Boston Company Advisors, Inc. ("Boston
Advisors").
   As of  that  date, Boston Company Advisors
ceased to serve as sub-administrator to the
Funds.

      Also   as  of   May  15,  1995,  PNC
Bank,
National Association, assumed responsibility as
the custodian for  the Funds.
    As  of  that  date, Boston Safe  Deposit
and Trust Company, an affiliate of Boston
Advisors, ceased to serve as the  Funds'
custodian.  PNC Bank, National Association is
located at 17th
and  Chestnut Streets, Philadelphia,
Pennsylvania.


_________________________________
Supplement dated May 22, 1995