SMITH BARNEY INCOME FUNDS (the "Fund")
on behalf of the
Smith Barney Premium Total Return Fund
Supplement dated August 14, 2000
to Prospectus dated April 28, 2000
The information supplements certain information set forth in the
Prospectus of the Fund listed above under the section "Management."
Salomon Brothers Asset Management (SaBAM"), an affiliate of SSB Citi
Fund Management LLC (the "Manager") located at 7 World Trade Center, New
York, New York 10048, serves as subadviser to the Fund. SaBAM manages
the Fund's investment portfolio, subject to the supervision of the
Manager. SaBAM provides investment management and advisory services to
mutual funds and currently manages over $27.6 billion.
FD _____________
