SMITH BARNEY INCOME FUNDS
On behalf of
SMITH BARNEY PREMIUM TOTAL RETURN FUND
Supplement dated February 10, 1999 to
Prospectus dated April 29, 1998
At a meeting of the Board of Trustees of the Smith Barney
Income Funds, the Board approved the following to become effective
December 4, 1998:
The Investment Advisory Agreement between the Smith Barney
Income Funds on behalf of Smith Barney Premium Total Return Fund
(the "Fund") and Smith Barney Strategy Advisers Inc. ("SBSA") is
transferred from SBSA to Mutual Management Corp. ("MMC"), SBSA's
parent company, in order to consolidate investment advisory
services. MMC will continue to act as the Administrator to the Fund
in addition to assuming the investment advisory responsibilities.
Investment advisory services provided by MMC for the Fund will be
conducted by the same personnel who advise the Fund under SBSA, and
the terms of the agreement including the fees will remain the same.
FD 01615
U:\legal\funds\slip\1999\secdocs\299stk2
