CERTIFICATE
The undersigned, Controller of SMITH BARNEY INCOME
FUNDS (the "Fund"), hereby certifies that the Fund has
received full payment, in accordance with the provisions of
its Prospectus, for 608,503,406 shares of beneficial
interest, par value $0.001 per share, the sales of which are
reported in the Fund's Rule 24f-2 Notice covering the fiscal
year ended July 31, 1997 and that the facts otherwise
stated in such Notice are true.
Thomas M. Reynolds
Controller
Dated: September 17, 1997
September 17, 1997
Smith Barney Income Funds
388 Greenwich Street
New York, New York 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Income
Funds, a Massachusetts business trust (the "Trust"), of a
Notice (the "Notice"), pursuant to Rule 24f-2 (the "Rule")
under the Investment Company Act of 1940, as amended (the
"Act"), for the Trust's fiscal year ended July 31, 1997, the
undersigned hereby provides the legal opinion required by
that Rule.
In accordance with the Rule, the Trust has registered
an indefinite number of shares of common stock, $0.001 par
value, under the Securities Act of 1933, as amended (the
"1933 Act"). The purpose of the Notice is to make definite
the registration of 608,503,406 shares of the Trust (the
"Shares") sold in reliance upon the Rule during the fiscal
year ended July 31, 1997.
The undersigned is Associate General Counsel of Smith
Barney Mutual Funds Management Inc., the Trust's Investment
Adviser and Administrator, and in such capacity, from time
to time and for certain purposes, acts as counsel to the
Trust. He has examined copies of the Trust's Articles of
Incorporation, its By-Laws, resolutions adopted by its Board
of Trustees, and such other records and documents as have
been deemed necessary for purposes of this opinion.
Furthermore, he has examined a Certificate of the Controller
of the Trust to the effect that the Trust received the cash
consideration for each of the Shares in accordance with the
aforementioned organizational documents and resolutions.
On the basis of the foregoing, and assuming all of the
Shares were sold in accordance with the terms of the Trust's
Prospectus in effect at the time of sale, he is of the
opinion that the Shares have been duly authorized and
validly issued and are fully paid and non-assessable. This
opinion is for the limited purposes expressed above and
should not be deemed to be an expression of opinion as to
compliance with the 1933 Act, the 1940 Act or applicable
State "blue sky" laws in connection with the sales of the
Shares.
Very truly yours,
David Barnett
Associate General
Counsel
Smith Barney Mutual
Funds
Management Inc.
5
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Smith Barney Income Funds
388 Greenwich Street
New York, NY 10013
2. Name of each series or class of funds for which this
notice is filed:
Convertible Fund - Class A, B, C, and Y shares
Diversified Strategic Income Portfolio - Class A, B, C,
Y, and Z shares
High Income Fund - Class A, B, C, Y, and Z shares
Exchange Reserve Fund - Class B and C shares
Tax-Exempt Fund - Class A, B, and C shares
Utilities Fund - Class A, B, C, Y, and Z shares
3. Investment Company Act File Number:
811-4254
Securities Act File Number:
2-96408
4. Last day of fiscal year for which this notice is filed:
July 31, 1997
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close of
the fiscal year but before termination of the issuer's
24f-2 declaration:
N/A
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or
series which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning
of the fiscal year:
0 SHARES $0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
23,347,061 SHARES
$333,747,952
9. Number and aggregate sale price of securities sold
during the fiscal year:
608,503,406 SHARES $1,993,591,018
10 Number and aggregate sale price of securities sold
. during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
Convertible Fund
1,659,203 SHARES
$27,777,236
Diversified Strategic Income Portfolio
85,301,778 SHARES
$681,096,764
High Income Fund
49,814,899 SHARES
$568,105,228
Exchange Reserve Fund
455,056,224 SHARES
$455,056,224
Tax-Exempt Fund
5,072,412 SHARES
$89,154,962
Utilities Fund
11,598,890 SHARES
$172,400,604
11 Number and aggregate sale price of securities issued
. during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction B.7):
INCLUDED IN ITEM 9
12 Calculation of registration fee for Convertible Fund
a. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_27,777,236__________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__20,188,440____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__7,588,796___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
__2,299.64_____________
12 Calculation of registration fee for Diversified
b. Strategic Income Portfolio
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_681,096,764__________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__523,282,497____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__157,814,267___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
__47,822.51_____________
12 Calculation of registration fee for High Income Fund:
c. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_568,105,228___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__327,525,297____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__240,579,931___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __72,903.01
_____________
12 Calculation of registration fee for Exchange Reserve
d. Fund:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_455,056,224___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__455,056,224____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__0___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __0
_____________
12 Calculation of registration fee for Tax-Exempt Fund:
e. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_89,154,962___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__89,154,962____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__0___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __0
_____________
12 Calculation of registration fee for Utilities Fund:
f. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_172,400,604___________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__172,400,604____________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__0___________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
x_1/3300_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __0
_____________
Instruc Issuers should complete lines (ii), (iii), (iv),
tion: and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
13 Check box if fees are being remitted to the Commission's
. lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17
CFR 202.3a).
[ x ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following
persons on behalf of the issuer and in the capacities
and on the dates indicated.
By (Signature and Title)*
___________________________________
_Thomas M.
Reynolds - Controller_______
Date _9/17/97_
*Please print the name and title of the signing officer
below the signature.
