POWER OF ATTORNEY




KNOW ALL MEN BY THESE PRESENTS, that I Donald R. Foley, hereby
make, constitute and appoint Heath B. McLendon, Christina T.
Sydor and Gordon E. Swartz, and each and any one of them, his
true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities for the purpose of executing
in my name, (a) in my personal capacity or (b) in my capacity as
a Trustee of the Smith Barney Equity Funds and Smith Barney
Income Funds, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or
regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory body or required or
requested by any other person or entity pursuant to any legal or
regulatory requirement, and any other documents relating or
ancillary thereto, including but not limited to, all documents
relating to filings with the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended
(collectively, the "Acts"), and the rules and regulations
promulgated thereunder, including any registration statements
(including pre-effective and post-effective amendments thereto)
on Form N-1A required to be filed with the SEC pursuant to the
Acts.

All past acts of the attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.

This power of attorney shall be valid for the date hereof until
revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the
20th day of May, 1999.



/s/Donald R. Foley
Donald R. Foley


POWER OF ATTORNEY




KNOW ALL MEN BY THESE PRESENTS, that I Paul Hardin, hereby make,
constitute and appoint Heath B. McLendon, Christina T. Sydor and
Gordon E. Swartz, and each and any one of them, his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities for the purpose of executing
in my name, (a) in my personal capacity or (b) in my capacity as
a Trustee of the Smith Barney Equity Funds and Smith Barney
Income Funds, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or
regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory body or required or
requested by any other person or entity pursuant to any legal or
regulatory requirement, and any other documents relating or
ancillary thereto, including but not limited to, all documents
relating to filings with the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended
(collectively, the "Acts"), and the rules and regulations
promulgated thereunder, including any registration statements
(including pre-effective and post-effective amendments thereto)
on Form N-1A required to be filed with the SEC pursuant to the
Acts.

All past acts of the attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.

This power of attorney shall be valid for the date hereof until
revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the
20th day of May, 1999.



/s/ Paul Hardin
Paul Hardin


POWER OF ATTORNEY




KNOW ALL MEN BY THESE PRESENTS, that I Roderick C. Rasmussen,
hereby make, constitute and appoint Heath B. McLendon, Christina
T. Sydor and Gordon E. Swartz, and each and any one of them, his
true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities for the purpose of executing
in my name, (a) in my personal capacity or (b) in my capacity as
a Trustee of the Smith Barney Equity Funds and Smith Barney
Income Funds, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or
regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory body or required or
requested by any other person or entity pursuant to any legal or
regulatory requirement, and any other documents relating or
ancillary thereto, including but not limited to, all documents
relating to filings with the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended
(collectively, the "Acts"), and the rules and regulations
promulgated thereunder, including any registration statements
(including pre-effective and post-effective amendments thereto)
on Form N-1A required to be filed with the SEC pursuant to the
Acts.

All past acts of the attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.

This power of attorney shall be valid for the date hereof until
revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the
20th day of May, 1999.


/s/Roderick C. Rasmussen
Roderick C. Rasmussen


POWER OF ATTORNEY




KNOW ALL MEN BY THESE PRESENTS, that I John P. Toolan, hereby
make, constitute and appoint Heath B. McLendon, Christina T.
Sydor and Gordon E. Swartz, and each and any one of them, his
true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities for the purpose of executing
in my name, (a) in my personal capacity or (b) in my capacity as
a Trustee of the Smith Barney Equity Funds and Smith Barney
Income Funds, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or
regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory body or required or
requested by any other person or entity pursuant to any legal or
regulatory requirement, and any other documents relating or
ancillary thereto, including but not limited to, all documents
relating to filings with the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended
(collectively, the "Acts"), and the rules and regulations
promulgated thereunder, including any registration statements
(including pre-effective and post-effective amendments thereto)
on Form N-1A required to be filed with the SEC pursuant to the
Acts.

All past acts of the attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.

This power of attorney shall be valid for the date hereof until
revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the
20th day of May, 1999.



/s/John P. Toolan
John P. Toolan

POWER OF ATTORNEY




KNOW ALL MEN BY THESE PRESENTS, that I, Jane F. Dasher, hereby
make, constitute and appoint Heath B. McLendon, Christina T.
Sydor and Gordon E. Swartz, and each and any one of them, her
true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for her and in her name, place
and stead, in any and all capacities for the purpose of executing
in my name, (a) in my personal capacity or (b) in my capacity as
a Trustee of the Smith Barney Equity Funds and Smith Barney
Income Funds, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or
regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory body or required or
requested by any other person or entity pursuant to any legal or
regulatory requirement, and any other documents relating or
ancillary thereto, including but not limited to, all documents
relating to filings with the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended
(collectively, the "Acts"), and the rules and regulations
promulgated thereunder, including any registration statements
(including pre-effective and post-effective amendments thereto)
on Form N-1A required to be filed with the SEC pursuant to the
Acts.

All past acts of the attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.

This power of attorney shall be valid for the date hereof until
revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the
20th day of May, 1999.


/s/Jane F. Dasher
Jane F. Dasher


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