2
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 securities for which
this Form is filed (If the Form is being filed for all
series and classes of securities of the issuer, check
the box but do not list series of classes):
[ ]
Smith Barney Premium Total Return Fund
3. Investment Company Act File Number:
811-4254
Securities Act File Number:
02-96408
4. Last day of fiscal year for which this Form is filed:
(a December 31, 1997
)
4. [ ] Check box if this Form is being filed late
(b (i.e., more than 90 calendar days after the end of the
) issuer's fiscal year).
4. [ ] Check box if this is the last time the issuer
(c will be filing this form.
)
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year
pursuant to section 24(f):
$ 1,043,347,915
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year:
$ 444,981,969
(iii) Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending
no
earlier than October 11, 1995 that were not
previously used to reduce registration fees
payable
to the commission:
$______________
(iv) Total available redemption credits [add Item
5(ii) and (iii): - $
444,981,969
(v) Net sales - if Item 5(i) is greater than Item
5(iv)
[subtract Item 5(iv)from Item 5(i)]:
$ 598,365,946
(vi) Redemption credits available for use
in future years $_(__________)_
-if Item 5(i) is less than Item
5(iv) [subtract Item
5(iv) from Item 5(i):
(vii)Multiplier for determining registration fee
x _0.000295
(viii) Registration fee due [multiply Item 5(v) by Item
5(vii) (enter *0* if no fee is due):
= $ 176,517.95
6. Prepaid Shares
If the response to item 5(i) was determined by
deducting an amount of securities that were registered
under the Securities Act of 1933 pursuant to rule 24e-2
as in effect before [effective date of rescisison of
rule 24e-2], then report the amount of securities
(number of shares or other units) deducted here:
________. If there is a number of shares of other
units that were registered pursuant to rule 24e-2
remaining unsold at the end of the fiscal year for
which this form is filed that are available for use by
the issuer in future fiscal years, then state that
number here: __________.
7. Interest due - if this Form is being filed more than 90
days after the end of the issuer's fiscal year:
+ $__________
8. Total of the amount of the registration fee due plus
any interest due [line 5(viii) plus line 7]:
= _$ 176,517.95
9. Date the registration fee and any interest payment was
sent to the Commission's lockbox depository:
CIK# 764624
Method of Delivery:
[X] Wire
Transfer
[ ]
Mail or other means
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 _03/11/98_
*Please print the name and title of the signing officer
below the signature.
