As filed with the Securities and Exchange Commission
on December 5, 1996
Registration No. 2-96408
811-4254
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. [X] Post-Effective Amendment No.
44
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940, as amended
Amendment No. 45 [X]
SMITH BARNEY INCOME FUNDS
(Exact name of Registrant as Specified in Charter)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (Zip Code)
(212) 723-9218
(Registrant's telephone number, including Area Code)
Christina T. Sydor
Secretary
Smith Barney Income Funds
388 Greenwich Street
New York, New York 10013, 22nd Floor
(Name and address of agent for service)
copies to:
Burton M. Leibert, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment becomes
effective.
It is proposed that this filing become effective:
X Immediately upon filing pursuant to Rule 485(b)
on pursuant to Rule 485(b)
60 days after filing pursuant to Rule 485(a)
_____ on -------------- pursuant to Rule 485(a)
The Registrant has previously filed a declaration of indefinite
registration of its shares pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal year
ended July 31, 1996 was filed on September 27, 1996 as Accession Number
000076424-96-000002
<TABLE>
<CAPTION>
To Register Additional Securities under Reg. 270.24e-2
CALCULATION OF REGISTRATION FEE
<S>
<C>
<C>
<C>
<C>
<C>
Title of
Securities
being
registered
Funds
Share
Amount
being
registered
Proposed
Maximum
offering
price
per share
Proposed
Maximum
aggregate
offering
price*
Amount of
registration
fee
Shares of
beneficial
interest par
value $.001
per share
Exchange
Reserve Fund
3,432,750
$1.00
$290,000
$100
Tax-Exempt
Fund
5,357,838
$18.48
$290,000
$100
Utilities
Fund
14,556,473
$15.89
$290,000
$100
</TABLE>
The fee for the shares to be registered by this filing has been computed
on the basis of the market value per share in effect on November 29,
1996.
*Calculation of the proposed maximum offering price has been made
pursuant to Rule 24e-2.
During its fiscal year ended July 31, 1996, the Fund redeemed
426,972,534 shares of the Exchange Reserve Fund. During its current
fiscal year, the Fund used 423,829,784 shares of the Exchange Reserve
Fund it redeemed during its fiscal year ended July 31, 1996, for a
reduction pursuant to Rule 24f-2(c).
The Fund currently is registering 3,432,750 shares for the Exchange
Reserve Fund, which is equal to the remaining 3,142,750 shares redeemed
during its fiscal year ended July 31, 1996, plus 290,000 shares.
During its current fiscal year, the Fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule 24e-2(a).
During its fiscal year ended July 31, 1996, the Fund redeemed 10,084,557
shares of the Tax-Exempt Fund. During its current fiscal year, the Fund
used 4,742,412 shares of the Tax-Exempt Fund it redeemed during its
fiscal year ended July 31, 1996, for a reduction pursuant to Rule 24f-
2(c).
The Fund currently is registering 5,357,838 shares for the Tax-Exempt
Fund, which is equal to the remaining 5,342,145 shares redeemed during
its fiscal year ended July 31, 1996, plus 15,693 shares.
During its current fiscal year, the Fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule 24e-2(a).
During its fiscal year ended July 31, 1996, the Fund redeemed 36,489,853
shares of the Utilities Fund. During its current fiscal year, the Fund
used 21,951,630 shares of the Tax-Exempt Fund it redeemed during its
fiscal year ended July 31, 1996, for a reduction pursuant to Rule 24f-
2(c).
The Fund currently is registering 14,556,473 shares for the Utilities
Fund, which is equal to the remaining 14,538,223 shares redeemed during
its fiscal year ended July 31, 1996, plus 18,250 shares.
During its current fiscal year, the Fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule 24e-2(a).
SMITH BARNEY INCOME FUNDS
CONTENTS OF
REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
SMITH BARNEY INCOME FUNDS
FORM N-1A CROSS REFERENCE SHEET
Pursuant to Rule 495(a) Under the Securities Act of 1933, as amended
Part A
Item No. and Caption Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Prospectus Summary
3. Condensed Financial Information Financial Highlights;
4. General Description of Registrant Cover Page; Prospectus
Summary;
Investment Objective and
Policies;
Distributor; Additional
Information
5. Management of the Fund Prospectus Summary; Management
of
the Trust and the Fund;
Distributor;
Additional Information
6. Capital Stock and Other Securities Investment Objective and
Policies;
Dividends, Distributions and
Taxes;
Additional Information
7. Purchase of Securities Being Offered Valuation of
Shares; Purchase of
Shares; Exchange Privilege;
Redemption
of Shares;Purchase, Exchange
and
Redemption of Shares; Minimum
Account Size;
Distributor
8. Redemption or Repurchase of Shares Purchase of Shares;
Redemption of
Shares; Exchange Privilege;
Purchase, Exchange and
Redemption of Shares
9. Pending Legal Proceedings Not Applicable
Part B Statement of Additional
Item No. and Caption Information Caption
10. Cover Page Cover page
11. Table of Contents Contents
12. General Information and History Distributor;
Additional Information
13. Investment Objectives and Policies Investment Objectives
and Management
Policies
14. Management of the Fund Management of the Trust and
the Funds;
Distributor
15. Control Persons and Principal Management of the Trust
and the Funds
Holders of Securities
16. Investment Advisory and Management of the Trust and
the Funds;
Other Services Distributor
17. Brokerage Allocation Investment Objectives
and Management
Policies; Distributor
18. Capital Stock and Other Securities Investment Objectives
and Management
Policies; Purchase of Shares;
Redemption of Shares; Taxes
19. Purchase, Redemption and Pricing Purchase of Shares;
Redemption of
of Securities Being Offered Shares; Valuation of
Shares; Distributor;
Exchange Privilege
20. Tax Status Taxes
21. Underwriters Distributor
22. Calculation of Performance Data Performance Data
23. Financial Statements Financial Statements
SMITH BARNEY INCOME FUNDS
PART A
Incorporated by reference to Part A of Post-Effective Amendment No.
43 ("Post-Effective Amendment No. 43") to the Registrant's Registration
Statement on Form N-1A as filed with the Securities and Exchange
Commission (the "SEC") on November 27, 1996 as Accession number
0000091155-96-000486 (File Nos. 2-96408 and 811-4254) (the "Registration
Statement.")
SMITH BARNEY INCOME FUNDS
PART B
Incorporated by reference to Part B of Post-Effective Amendment No.
43 to the Registrant's Registration Statement filed with the SEC on
November 27, 1996 as Accession number 0000091155-96-000486.
SMITH BARNEY INCOME FUNDS
PART C
Incorporated by reference to Part C of Post-Effective Amendment No.
43 to the Registrant's Registration Statement filed with the SEC on
November 27, 1996 as Accession number 0000091155-96-000486.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant, SMITH BARNEY INCOME FUNDS, has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York,
State of New York on the 5th day of December, 1996.
SMITH BARNEY INCOME FUNDS
By: /s/ Heath B. McLendon
Heath B. McLendon, Chairman of the
Board
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment to the Registration Statement has
been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Heath B. McLendon Chairman of the Board
12/5/96
Heath B. McLendon (Chief Executive Officer)
/s/ Lewis E. Daidone Senior Vice President and
12/5/96
Lewis E. Daidone Treasurer (Chief Financial
and Accounting Officer)
/s/ Lee Abraham* Trustee
12/5/96
Lee Abraham
/s/ Antoinette C. Bentley* Trustee
12/5/96
Antoinette C. Bentley
/s/ Allan J. Bloostein* Trustee
12/5/96
Allan J. Bloostein
/s/ Madelon Devoe-Talley* Trustee
12/5/96
Madelon Devoe-Talley
/s/ Richard E. Hanson* Trustee
12/5/96
Richard E. Hanson
* Signed by Heath B. McLendon, their duly authorized attorney-in-fact,
pursuant to power of attorney dated September 4, 1996.
/s/ Heath B. McLendon
Heath B. McLendon
EXHIBITS
Exhibit No. Description of Exhibits
Cover Letter to SEC
g:\funds\slip\1996\secdocs\pea44.doc
