As filed with the Securities and Exchange Commission on April 29, 1997

Registration No. 2-86519						811-3763
------------------------------------------------------------------------------
---------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM N-1A

 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

[   ]   Pre-Effective   Amendment   No. 		 [X]   Post-Effective 
Amendment No. 21

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940, as amended

Amendment No. 22  [X]

 SMITH BARNEY TELECOMMUNICATIONS TRUST
(Exact name of Registrant as Specified in Charter)

 Area Code and Telephone Number: (212) 723-9218
 388 Greenwich Street, New York, New York 10013
 (Address of Principal Executive Offices)  (Zip Code)

 Christina T. Sydor
 Secretary

  388 Greenwich Street New York, New York  10013
 (Name and Address of Agent for Service)

 copies to:

 Burton M. Leibert, Esq.
 Willkie Farr & Gallagher
 One Citicorp Center
153 East 53rd Street
 				          New York, NY  10022

Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment becomes effective.

It is proposed that this filing become effective:

_____  Immediately upon filing pursuant to Rule 485(b)
__X___  on April 30, 1996 pursuant to Rule 485(b)
        60 days after filing pursuant to Rule 485(a)
_____  on -------------- pursuant to Rule 485(a)

The Registrant has previously filed a declaration of indefinite registration 
of its shares pursuant to Rule 24f-2  under the Investment Company Act of 
1940, as amended. Registrant's Rule 24f-2 Notice of the fiscal year ended 
December 31, 1996 was filed on February 25, 1997, as accession number 
000091155-97-000097.


	To Register Additional Securities under Reg. 270.24e-2

	CALCULATION OF REGISTRATION FEE	 		  
Title of                           Share
securities                        Amount
being                              being
registered                       registered
			
Income Fund                   23,282


During its fiscal year ended December 31, 1996, the Income Fund redeemed 
50,952. During its current fiscal year, the Incocme Fund used 27,670 shares of 
the Income Fund it redeemed during its fiscal year ended December 31, 1996, 
for a reduction pursuant to Rule 24f-2(c).  

The fund currently is registering 23,282 shares for the Income Fund, during 
its fiscal year ended December 31, 1996. 

During its current fiscal year, the Regstrant filed no other post-effective 
amendments for the purpose of reduction pursuant to Rule 24e-2(a).




 SMITH BARNEY TELECOMMUNICATIONS TRUST

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the  following  pages and documents:

Front Cover

Contents Page

Cross-Reference Sheet

Part A - Prospectus

Part B - Statement of Additional Information

Part C - Other Information

 Signature Page

Exhibits


 SMITH BARNEY TELECOMMUNICATIONS TRUST

FORM  N-1A CROSS REFERENCE SHEET
Pursuant to Rule 495(b) Under the Securities Act of 1933, as amended


Part A
Item No. and Caption 						Prospectus Caption


1.   Cover Page							Cover Page

2.   Synopsis 							Prospectus Summary

3.   Condensed Financial   Information 				Financial 
Highlights;

4.   General   Description  of  Registrant 				Cover Page; 
Prospectus Summary;
 								Investment   Objective and
								Policies; Distributor; 
Additional
								Information

5     Management  of  the  Fund 					Prospectus 
Summary; Management
								of  the   Trust  and  the 
Fund;
								Distributor; Additional
								Information

5A   Management's Discussion of 					Management of the 
Trust and the
        Fund Performance						Fund

6.   Capital Stock and Other Securities 				Investment 
Objective and Policies;
 								Dividends, Distributions and
								Taxes; Additional Information

7.   Purchase  of Securities Being Offered 				Valuation of 
Shares; Purchase of
								Shares;  Exchange Privilege;
								Redemption of  Shares;  
Minimum
								Account Size; Distributor

8.   Redemption or Repurchase of Shares  				Purchase of 
Shares; Redemption of
								Shares; Exchange Privilege

9.   Pending Legal Proceedings  					Not Applicable


Part B 

Item No. and Caption						Statement of Additional
								Information Caption

10.  Cover Page							Cover page

11.  Table of Contents 						Contents

12.  General   Information  and  History				Distributor; 
Additional
								Information

13.  Investment   Objectives   and   Policies				Investment 
Objectives and
								Management Policies

14.  Management of the Fund  					Management of the Trust 
and the
								Funds; Distributor

15.  Control Persons and Principal 					Management  of the 
Trust and the
								Funds Holders of Securities

16   Investment Advisory and Other Services  			Management of the 
Trust and the
								Funds; Distributor

17   Brokerage Allocation						Investment 
Objectives and
								Management Policies; 
Distributor

18.  Capital   Stock   and  Other  Securities				Investment 
Objectives and
 								Management Policies; Purchase 
of
								Shares; Redemption of Shares;
 								Taxes

19.  Purchase, Redemption and Pricing				Purchase of 
Shares; Redemption of
        Securities Being Offered					Shares; Valuation 
of Shares;
								Distributor; Exchange 
Privilege

20.  Tax Status							Taxes

21.  Underwriters 						Distributor

22.  Calculation of Performance Data				Performance Data

23.  Financial Statements						Financial 
Statements

SMITH BARNEY
TELECOMMUNICATIONS INCOME TRUST

388 Greenwich Street, New York, New York 10013 - 800-451-2010

PROSPECTUS	April 30, 1997

The investment objective of Smith Barney Telecommunications Fund (the "Fund") 
of Smith Barney Telecommunications Trust (the "Trust") is current income, with 
growth of capital as a secondary consideration.  The Fund seeks to achieve 
this objective primarily by investing in income-producing equity and debt 
securities of companies in the telecommunications industry. The Fund is a 
portfolio of the Trust, a non-diversified, open-end management investment 
company.

Shares of the Fund are not currently being offered for sale to new investors. 
Current shareholders are encouraged to read this Prospectus carefully and 
retain it for future reference.

Additional information about the Trust and the Fund is contained in a 
Statement of Additional Information dated April 30, 1997, as amended or 
supplemented from time to time, which is available upon request and without 
charge by calling or writing the Fund at the telephone number or address set 
forth above or by contacting a Smith Barney Financial Consultant. The 
Statement of Additional Information has been filed with the Securities and 
Exchange Commission (the "SEC") and is incorporated by reference into this 
Prospectus in its entirety.

SMITH BARNEY INC.
Distributor
SMITH BARNEY STRATEGY ADVISERS INC.
Investment Adviser
SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
Administrator
THE BOSTON COMPANY ASSET MANAGEMENT, INC.
Sub-Investment Adviser 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS 
A CRIMINAL OFFENSE.

	


INTRODUCTION

The Fund is a portfolio of the Trust, a non-diversified, open-end management 
investment company created in response to the reorganization of American 
Telephone & Telegraph Company ("AT&T") to provide stockholders of AT&T with 
the opportunity to exchange their shares of AT&T for shares of the Trust. This 
exchange of shares took place and the Trust commenced operations on January 1, 
1984.  The Fund's investments are primarily concentrated in the securities of 
issuers engaged in the telecommunications industry.  The Fund does not 
currently offer its shares for sale to new investors.

As with most mutual funds, the Trust employs various organizations to perform 
necessary functions and to provide services to its shareholders. These 
organizations are carefully selected by the Trust's Board of Trustees which 
regularly reviews the quality and scope of their performance. The Trust 
employs Smith Barney Inc. ("Smith Barney") as its distributor, Smith Barney 
Strategy Advisers Inc. ("SBSA") as its investment adviser, Smith Barney Mutual 
Funds Management Inc. ("SBMFM") as its administrator, The Boston Company Asset 
Management, Inc. ("TBCAM") as its sub-investment adviser , PNC Bank, National 
Association ("PNC") as its custodian and First Data Investor Shareholder 
Services Group, Inc. ("First Data"), as its transfer agent.

More detailed information regarding these organizations and the functions they 
perform is provided in this Prospectus as well as in the Statement of 
Additional Information.

TABLE OF CONTENTS


Introduction.............................................................
 .........................................................................
 ............
2

The Fund's 
Expenses.................................................................
 ....................................................................
3

Financial 
Highlights...............................................................
 .......................................................................
4

Management of the Fund and the 
Trust....................................................................
 .....................................
6

Investment Objective and Management 
Policies.................................................................
 ...........................
8

Redemption of 
Shares...................................................................
 .................................................................
1
1

Minimum Account 
Size.....................................................................
 ............................................................
1
3

Valuation of 
Shares...................................................................
 ....................................................................
1
3

Exchange 
Privilege................................................................
 ........................................................................
1
3

Dividends, Distributions and 
Taxes....................................................................
 ............................................
1
6

Additional 
Information..............................................................
 ....................................................................
1
7






THE FUND'S EXPENSES

The following expense table lists the costs and expenses that an investor will 
incur either directly or indirectly as a shareholder in the Fund, based upon 
the Fund's expenses for its most recent fiscal year:

Annual Fund Operating Expenses (as a percentage of average daily net assets)

	Management fees		0.75%
	Other expenses 		0.15%
	Total Fund Operating Expenses		0.90%

	Management fees paid by the Fund include investment advisory fees paid 
monthly to SBSA at the annual rate of 0.55% and administration fees paid 
monthly to SBMFM at the annual rate of 0.20%, both of which are based on the 
value of the Fund's average daily net assets. The nature of the services for 
which the Fund pays management fees is described under "Management of the Fund 
and the Trust."  "Other expenses" in the above table include fees for 
shareholder services, custodial fees, legal and accounting fees, printing 
costs and registration fees.

Example.  The following example demonstrates the projected dollar amount of 
total cumulative expenses that would be incurred over various periods with 
respect to a hypothetical investment in the Fund. These amounts are based upon 
(a) payment by the Fund of operating expenses at the levels set forth in the 
table above and (b) the following assumptions:

	1 year 	3 years 	5 years 	10 years

A shareholder would pay
the following expenses on	$9	$29	$50	$111
a $1,000 investment,
assuming (1) 5.00% annual
return and (2) redemption
at the end of each time period:
______________________

The example also provides a means for the investor to compare expense levels 
of funds with different fee structures over varying investment periods. To 
facilitate such comparison, all funds are required to utilize a 5.00% annual 
return assumption. However, the Fund's actual return will vary and may be 
greater or less than 5.00%. This example should not be considered a 
representation of past or future expenses and actual expenses may be greater 
or less than those shown.


FINANCIAL HIGHLIGHTS

The following information for the two year period ended December 31, 1996 has 
been audited by KPMG Peat Marwick LLP, independent auditors, whose report 
thereon appears in the Fund's Annual Report dated December 31, 1996.  The 
following information for the fiscal years ended December 31, 1987 through 
December 31, 1994 has been audited by other independent auditors.  The 
information set out below should be read in conjunction with the financial 
statements and related notes that also appear in the Fund's Annual Report, 
which is incorporated by reference into the Statement of Additional 
Information.  

For a share of beneficial interest outstanding throughout each year:


1996
1995
1994
1993
1992
1991

Net Asset Value, Beginning 
of Year
$119.69
$95.62
$107.62
$102.67
$110.75
$129.06

Income (Loss) From 
Operations:







Net investment income
3.12
3.58
4.02
3.94
4.91
5.74

Net realized and 
unrealized gain/(loss)
(5.35)
35.57
(5.91)
12.30
6.79
(2.20)

Total Income (Loss) From 
Operations
(2.23)
39.15
(1.89)
16.24
11.70
3.54

Less Distributions From:







Net investment income
(3.12)
(3.58)
(4.05)
(4.42)
(4.55)
(6.05)

Net realized gains
(9.72)
(11.50)
(6.06)
(6.87)
(15.23)
(14.62)

Capital
--
--
--
--
--
(1.18)

Total Distributions
(12.84)
(15.08)
(10.11)
(11.29)
(19.78)
(21.85)

Net Asset Value, End of 
Year
$104.62
$119.69
$95.62
$107.62
$102.67
$110.75

Total Return*
(1.45)%
42.93%
(1.83)%
16.00%
10.89%
3.30%

Net Assets, End of Year 
(millions)
$63
 $75
     
$61
     $72
     $71
     $79

Ratios to Average Net 
Assets:







Expenses
0.90%
0.95%
0.95%
0.93%
0.92%
0.90%

Net investment income
2.80
3.23
3.80
3.47
4.41
4.57

Portfolio Turnover Rate
0%
0%
0%
0%
2%
18%

Average commissions paid 
on equity security 
transactions(1)

$0.05

$0.06

--

--

--

--


(1) As of September 1995, the SEC instituted new guidelines requiring the 
disclosure of average commissions per share.
* Total return represents the aggregate total return for the period indicated.


For a share of beneficial interest outstanding throughout each year:


        1990
        1989
       1988
       
1987

Net Asset Value, Beginning of 
Year
$140.93
$99.10
$90.28
$99.20

Income (Loss) From 
Operations:





Net investment income
6.10
5.18
5.55
5.87

Net realized and unrealized 
gain/loss
(8.98)
45.31
9.66
(4.67)

Total Income (Loss) From 
Operations
(2.88)
50.49
15.21
1.20

Less Distributions From:





Net investment income
(5.79)
(5.85)
(5.40)
(7.20)

Net realized gains
(3.20)
(2.81)
(0.99)
(2.92)

Capital
--
--
--
--

In excess of net realized 
gains
--
(0.16)
--
--

Total Distributions
(8.99)
(8.66)
(6.39)
(10.12)

Net Asset Value, End of Year
$129.06
$140.93
$99.10
$90.28

Total Return*
(1.80)%
52.11%
17.12%
0.91%

Net Assets, End of Year 
(millions)
$95
    $110
     $83
      $80

Ratios to Average Net Assets:





Expenses
0.92%
0.89%
0.95%
0.97%

Net investment income
4.81%
4.32%
5.70%
5.84%

Portfolio Turnover Rate
3%
5%
3%
6%


*Total return represents the aggregate total return for the period indicated.





MANAGEMENT OF THE FUND AND THE TRUST

Board of Trustees

Overall responsibility for management and supervision of the Fund rests with 
the Trusts Board of Trustees. The Trustees approve all significant agreements 
between the Fund and the companies that furnish services to the Fund, 
including agreements with its distributor, investment adviser, sub-investment 
adviser, administrator, custodian and transfer agent. The day-to-day 
operations of the Fund are delegated to the Fund's investment adviser, sub-
investment adviser and administrator. The Statement of Additional Information 
contains background information regarding the Trust's Trustees and the 
executive officers of the Fund.

Investment Adviser -- SBSA

SBSA, located at 388 Greenwich Street, New York, New York 10013, serves as the 
Fund's investment adviser pursuant to an investment advisory agreement dated 
June 16, 1994. SBSA (through its predecessors) has been in the investment 
counseling business since 1968 and is a registered investment adviser. SBSA 
renders investment advice to investment companies which had aggregate assets 
under management as of March 31, 1997 in excess of $80 billion.

Subject to the supervision and direction of the Trust's Board of Trustees, 
SBSA manages the Fund's portfolio in accordance with the Fund's stated 
objective and policies, makes investment decisions for the Fund, places orders 
to purchase and sell securities and employs professional portfolio managers 
and securities analysts who provide research services to the Fund. For 
investment advisory services rendered, the Fund pays SBSA a monthly fee at the 
annual rate of 0.55% of the value of its average daily net assets.

Portfolio Management

Valerie Sill, Senior Vice President of TBCAM, has served as portfolio manager 
of the Fund since April 1997 and manages the day-to-day operations of the 
Fund, including making all investment decisions.

Management's discussion and analysis, and additional performance information 
regarding the Fund during the fiscal year ended December 31, 1996, is included 
in the Annual Report dated December 31, 1996. A copy of the Annual Report may 
be obtained upon request without charge from a Smith Barney Financial 
Consultant or by writing or calling the Trust at the address or phone number 
listed on page one of this Prospectus.




Administrator-- SBMFM

SBMFM, located at 388 Greenwich Street, New York, New York 10013, serves as 
the Fund's administrator and oversees all aspects of the Fund's 
administration. SBMFM provides investment management, investment advisory 
and/or administrative services to investment companies that had aggregate 
assets under management as of January 31, 1997 in excess of $84 billion. For 
administration services rendered, the Fund pays SBMFM a monthly fee at the 
annual rate of 0.20% of the value of the Fund's average daily net assets.

Sub-Investment Adviser -- TBCAM

TBCAM, located at One Boston Place, Boston, Massachusetts 02108, serves as the 
Fund's sub-investment adviser .  TBCAM is a wholly owned subsidiary of The 
Boston Company, Inc. ("TBC"), which in turn is a wholly owned subsidiary of 
Mellon Bank Corporation ("Mellon").  TBCAM serves as the Fund's sub-investment 
adviser pursuant to a sub-investment advisory agreement dated June 16, 1994.  
For sub-investment advisory services rendered, TBCAM receives a fee from SBSA 
paid monthly at the annual rate of 0.275% of the value of the Fund's average 
daily net assets. 

Subject to the supervision and direction of the Trust's Board of Trustees and 
SBSA, TBCAM manages the Fund's portfolio in accordance with the Fund's 
investment objective and policies, makes investment decisions for the Fund, 
places orders to purchase and sell securities and employs professional 
portfolio managers and securities analysts who provide research services to 
the Fund.


INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

The investment objective of the Fund is current income, with long-term growth 
of capital as a secondary objective. This investment objective may not be 
changed without the approval of the holders of a majority of the Fund's 
outstanding shares. There is no guarantee the Fund's investment objective will 
be achieved.

The Fund seeks to achieve its investment objective primarily through 
investment in income-producing equity and debt securities of companies engaged 
in the telecommunications industry. The Fund defines the telecommunications 
industry as companies engaged in the communication, display, reproduction, 
storage and retrieval of information, generally in one or more of the 
following forms: voice, data, or print facsimile. Under normal market 
conditions, at least 65% of the total assets of the Fund will be invested in 
securities of issuers engaged in the telecommunications industry. During 
certain periods when economic conditions in that industry are adverse or when 
market conditions suggest a defensive position, however, the Fund may 
temporarily have less than 65% of the value of its total assets invested in 
that industry.

Securities for the Fund are selected principally on the basis of their ability 
to produce current income and, as a result, the Fund invests principally in 
income-producing common stocks, preferred stocks and debt securities, 
including securities convertible into common and preferred stocks. The Fund 
also may invest in short-term fixed-income obligations, such as commercial 
paper. Debt securities purchased by the Fund will be rated within the three 
highest ratings by Standard & Poor's Ratings Group ("S&P") or Moody's 
Investors Service, Inc. ("Moody's") or, if not so rated, of comparable quality 
in the opinion of SBSA and/or TBCAM.  Commercial paper purchased by the Fund 
will be rated Prime-2 or better by Moody's or A-2 or better by S&P.

The Trust is classified as a non-diversified investment company under the 
Investment Company Act of 1940, as amended ("the 1940 Act"), which means that 
the Fund is not limited by the 1940 Act in the proportion of its assets that 
it may invest in the obligations of a single issuer. The Fund intends to 
conduct its operations, however, so as to qualify as a "regulated investment 
company" for purposes of the Internal Revenue Code of 1986, as amended (the 
"Code"), which will relieve the Fund of any liability for Federal income tax 
to the extent that its earnings are distributed to shareholders. To so 
qualify, among other requirements, the Fund will limit its investments so 
that, at the close of each quarter of the taxable year, (a) not more than 25% 
of the market value of the Fund's total assets will be invested in the 
securities of a single issuer, and (b) with respect to 50% of the market value 
of its total assets, not more than 5% of the market value of its total assets 
will be invested in the securities of a single issuer and the Fund will not 
own more than 10% of the outstanding voting securities of a single issuer. 
These 25% and 5% limits will not be deemed exceeded to the extent that any 
excess results from fluctuations in market value or sales of other securities, 
as opposed to purchases of securities. The Fund's assumption of large 
positions in the obligations of a small number of issuers may cause the Fund's 
yield to fluctuate to a greater extent than that of a diversified company as a 
result of changes in the financial condition or in the market's assessment of 
the issuers.

Further information about the Fund's investment policies, including a list of 
those restrictions on the Fund's investment activities that cannot be changed 
without shareholder approval, appears in the Statement of Additional 
Information.

Investment Policies and Strategies

Lending of Portfolio Securities. The Fund is authorized to lend securities 
that it holds to brokers, dealers and other financial organizations. These 
loans, if any, may not exceed 33 1/3% of the Fund's assets taken at value. The 
Fund's loans of securities will be collateralized by cash, letters of credit 
or obligations of the United States government and its agencies and 
instrumentalities ("U.S. government securities") which are maintained at all 
times in a segregated account with the Trust's custodian in an amount equal to 
at least 100% of the current market value of the loaned securities. By lending 
its portfolio securities, the Fund will seek to generate income by continuing 
to receive interest on the loaned securities, by investing the cash collateral 
in short-term instruments or by obtaining yield in the form of interest paid 
by the borrower when U.S. government securities are used as collateral. The 
risks in lending portfolio securities, as with other extensions of secured 
credit, consist of possible delays in receiving additional collateral or in 
the recovery of the securities or possible loss of rights in the collateral 
should the borrower fail financially. Loans will be made to firms deemed by 
SBSA and/or TBCAM to be of good standing and will not be made unless, in the 
judgment of SBSA and/or TBCAM, the consideration to be earned from such loans 
would justify the risk.

Borrowing. The Fund is authorized to borrow money in an amount up to 10% of 
its total assets for extraordinary or emergency purposes (such as meeting 
anticipated redemptions) and to pledge its assets in connection with such 
borrowings. Whenever borrowings exceed 5% of the value of the Fund's total 
assets, the Fund will not purchase securities for investment.

Short-Term Investments. The Fund may invest in short-term money market 
instruments, such as U.S. government securities; certificates of deposit, time 
deposits, and bankers' acceptances issued by domestic banks (including their 
branches located outside of the United States and subsidiaries located in 
Canada), domestic branches of foreign banks, savings and loan associations and 
similar institutions; high grade commercial paper; and repurchase agreements 
with respect to such instruments.

Repurchase Agreements The Fund may enter into repurchase agreements with banks 
which are the issuers of instruments acceptable for purchase by the Fund and 
with certain dealers on the Federal Reserve Bank of New York's list of 
reporting dealers. Under the terms of a typical repurchase agreement, the Fund 
would acquire an underlying debt obligation for a relatively short period 
(usually not more than one week) subject to an obligation of the seller to 
repurchase, and the Fund to resell, the obligation at an agreed-upon price and 
time, thereby determining the yield during the Fund's holding period. This 
arrangement results in a fixed rate of return that is not subject to market 
fluctuations during the Fund's holding period. The value of the underlying 
securities at all times will be at least equal to the total amount of the 
repurchase obligation, including interest. Repurchase agreements could involve 
certain risks in the event of default or insolvency of the other party, 
including possible delays or restrictions upon the Fund's ability to dispose 
of the underlying securities, the risk of a possible decline in the value of 
the underlying securities during the period in which the Fund seeks to assert 
its rights to them, the risk of incurring expenses associated with asserting 
those rights and the risk of losing all or part of the income from the 
agreement. SBSA and/or TBCAM, acting under the supervision of the Trust's 
Board of Trustees, reviews on an ongoing basis the value of the collateral and 
the creditworthiness of those banks and dealers with which the Fund enters 
into repurchase agreements to evaluate potential risks.

Covered Call Options. In order to earn additional income, and as a means of 
seeking to partially protect its assets against market declines, the Fund may, 
to a limited extent, write covered call option contracts on certain securities 
and purchase call option contracts for the purpose of terminating its 
outstanding obligations with respect to securities upon which call option 
contracts have been written ("closing purchase transactions"). Only call 
options which are traded on a United States exchange will be written. The 
Fund's ability to engage in closing purchase transactions depends on the 
existence of a liquid secondary market; for some options, no such secondary 
market may exist or the market may cease to exist. 

The Fund may write option contracts on its securities up to an amount not in 
excess of 20% of the value of its net assets at the time that such options are 
written. The Fund may not sell (uncover) the securities against which an 
option contract has been written until after the option period has expired, 
the option contract has been exercised or a closing purchase transaction has 
been executed. Successful use of options by the Fund will depend on the 
ability of SBSA and/or TBCAM to correctly predict movements in the prices of 
the securities underlying the option.

Portfolio Transactions. Portfolio securities transactions on behalf of the 
Fund will be executed by a number of brokers and dealers, including Smith 
Barney and certain of its affiliated brokers, that are selected by SBSA and/or 
TBCAM. The Fund may use Smith Barney or a broker affiliated with Smith Barney 
in connection with a purchase or sale of securities when SBSA and/or TBCAM 
believes that such brokers charge for the transaction does not exceed the 
usual and customary levels.

Certain Risk Considerations

Shareholders should be aware that the Fund concentrates its assets in the 
telecommunications industry and, as a result, the Fund should not be 
considered as a complete investment program. Moreover, the investment 
flexibility of the Fund may be restricted by the necessity of satisfying 
certain diversification requirements in order to maintain the qualification of 
the Fund as a regulated investment company within the meaning of the Code. See 
"Dividends, Distributions and Taxes."


REDEMPTION OF SHARES

The Fund is required to redeem the shares of the Fund tendered to it, as 
described below, at a redemption price equal to their net asset value per 
share next determined after receipt of a written request in proper form at no 
charge.   Redemption requests received after the close of regular trading on 
the New York Stock Exchange (NYSE") are priced at the net asset value as next 
determined.

The redemption proceeds will be remitted on or before the third business day 
following reciept of proper tender, except on any days on which the NYSE is 
closed or as permitted under the 1940 Act in extraordinary circumstances. 
Generally, if the redemption proceeds are remitted to a Smith Barney brokerage 
account, these funds will not be invested for the shareholders benefit without 
specific instruction, and Smith Barney will benefit from the use of 
temporarily uninvested funds.

Shares held by Smith Barney as custodian must be redeemed by submitting a 
written request to a Smith Barney Financial Consultant.  Shares other than 
those held by Smith Barney as custodian may be redeemed through an investors 
Financial Consultant, a broker that clears securities transactions through 
Smith Barney on a fully disclosed basis or dealer in the selling group or by 
submitting a written request for redemption to:

		Smith Barney Telecommunications Income Fund
		c/o First Data Investor Services Group, Inc.
		P.O. Box 5128
		Boston, Massachusetts 01581-5128

A written redemption request must (a) state the number of shares or dollar 
amount to be redeemed, (b) identify the shareholder's account number and (c) 
be signed by each registered owner exactly as the shares are registered. If 
the shares to be redeemed were issued in certificate form, the certificates 
must be endorsed for transfer (or be accompanied by an endorsed stock power) 
and must be submitted to First Data together with a redemption request. Any 
signature appearing on a redemption request in excess of $2,000, share 
certificate or stock power must be guaranteed by an eligible guarantor 
institution such as a domestic bank, savings and loan institution, a domestic 
credit union, member bank of the Federal Reserve System or member firm of a 
national securities exchange. Written redemption requests of $2,000 or less do 
not require a signature guarantee unless more than one such redemption request 
is made in any 10-day period or the redemption proceeds are to to sent to an 
address other than the address of record.  Unless otherwise directed, 
redemption proceeds will be mailed to an investor's address of record.  First 
Data may require additional supporting documents for redemptions made by 
corporations, executors, administrators, trustees or guardians. A redemption 
request will not be deemed to be properly received until First Data receives 
all required documents in proper form.

TELEPHONE REDEMPTION AND EXCHANGE PROGRAM

	Shareholders who do not have a Smith Barney brokerage account may be 
eligible to redeem and exchange Fund shares by telephone.  To determine if a 
shareholder is entitled to participate in this program he or she should 
contact First Data at 1-800-451-2010.  Once eligibility is confirmed, the 
shareholder must complete and return a Telephone/Wire Authorization Form, 
along with a signature guarantee that will be provided by First Data upon 
request.  

	Redemptions.  Redemption requests of up to $10,000 of the Fund's shares 
may be made by eligible shareholders by calling First Data at 1-800-451-2010.  
Such requests may be made between 9:00 a.m. and 5:00 p.m. (New York City time) 
on any day the NYSE is open.  Redemption requests receive after the close of 
regular trading on the NYSE are priced at the net asset value next determined.  
Redemptions of shares (i) by retirement plans or (ii) for which certificates 
have been issued are not permitted under this program.

	A shareholder will have the option of having the redemption proceeds 
mailed to his/her address of record or wired to a bank account predesignated 
by the shareholder.  Generally, redemption proceeds will be mailed or wired, 
as the case may be, on the next business day following the redemption request.  
In order to use the wire procedures, the bank receiving the proceeds must be a 
member of the Federal Reserve System or have a correspondent/relationship with 
a member bank.  The Fund reserves the right to charge shareholders a nominal 
fee for each wire redemption.  Such charges, if any, will be assessed against 
the shareholder's account from which shares were redeemed.  In order to change 
the bank account designated to receive redemption proceeds, a shareholder must 
complete a new Telephone/Wire Authorization Form and, for the protection of 
the shareholder's assets, will be required to provide a signature guarantee 
and certain other documentation.

	Exchanges.  Eligible shareholders may make exchanges by telephone if the 
account registration of the shares of the fund being acquired is identical to 
the registration of the shares of the fund exchanged.  Such exchange requests 
may be made by calling First Data at 1-800-451-2010 between 9:00 a.m. and 5:00 
p.m. (New York City time) on any day on which the NYSE is open.  Exchange 
requests received after the close of regular trading on the NYSE are processed 
at the net asset value next determined.

	Additional Information regarding Telephone Redemption and Exchange 
Program.  Neither the Fund nor its agents will be liable for following 
instructions communicated that are reasonably believed to be genuine.  The 
Fund and its agents will employ procedures designed to verify the identity of 
the caller and legitimacy of instructions (for example, a shareholder's name 
and account number will be required and phone calls may be recorded).  The 
Fund reserves the right to suspend, modify or discontinue the telephone 
redemption and exchange program or to impose a charge for this service at any 
time following at least seven (7) days' prior notice to shareholders. 




MINIMUM ACCOUNT SIZE

The Fund reserves the right to involuntarily liquidate any shareholder's 
account in the Fund if the aggregate net asset value of the shares held in the 
account is less than $500. (If a shareholder has more than one account in the 
Fund, each account must satisfy the minimum account size.) The Fund, however, 
will not redeem shares based solely on market reductions in net asset value. 
Before the Fund exercises such right, shareholders will receive written notice 
and will be permitted 60 days to bring accounts up to the minimum to avoid 
involuntary liquidation.

VALUATION OF SHARES

The Fund's net asset value per share is determined as of the close of regular 
trading on the NYSE on each day that the NYSE is open, by dividing the value 
of the Fund's net assets by the total number of shares outstanding.

Securities listed on an exchange are valued on the basis of the last sale 
prior to the time the valuation is made. If there has been no sale since the 
immediately previous valuation, then the current bid price is used. Quotations 
are taken from the exchange where the security is primarily traded. Portfolio 
securities which are primarily traded on foreign exchanges may be valued at 
the preceding closing values of such securities on their respective exchange, 
except that when an occurrence subsequent to the time a foreign security is 
valued is likely to have changed such value, then the fair value of those 
securities will be determined by consideration of other factors by or under 
the direction of the Board of Trustees. Over-the-counter securities are valued 
on the basis of the bid price at the close of business on each day. Unlisted 
foreign securities are valued at the mean between the last available bid and 
offer price prior to the time of valuation. Any assets or liabilities 
initially expressed in terms of foreign currencies will be converted into U.S. 
dollars as last quoted by any recognized dealer. Securities for which market 
quotations are not readily available are valued at fair value. Notwithstanding 
the above, bonds and other fixed-income securities are valued by using market 
quotations and may be valued on the basis of prices provided by a pricing 
service approved by the Board of Trustees.

EXCHANGE PRIVILEGE

Except as otherwise noted below, shares of the Fund may be exchanged at the 
net asset value next determined for Class A shares in the following funds of 
the Smith Barney Mutual Funds, to the extent shares are offered for sale in 
the shareholder's state of residence. Exhanges of Fund shares are subject to 
minimum investment requirements and to the other requirements of the fund into 
which exchanges are made.

Fund Name

Growth Funds

Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Growth Opportunity Fund
Smith Barney Managed Growth Fund
Smith Barney Natural Resources Fund
Smith Barney Special Equities Fund

Growth and Funds

	Concert Social Awareness Fund
Smith Barney Convertible Fund
Smith Barney Funds, Inc. -- Equity Income Portfolio
Smith Barney Growth and Fund
Smith Barney Premium Total Return Fund
Smith Barney Utilities Fund

Taxable Fixed-Funds

Smith Barney Adjustable Rate Government Fund
Smith Barney Diversified Strategic Fund
Smith Barney Funds, Inc. -- Income Return Account Portfolio
Smith Barney Funds, Inc. -- Short-Term U.S. Treasury Securities 
Portfolio
Smith Barney Funds, Inc. -- U.S. Government Securities Portfolio
Smith Barney Government Securities Fund
Smith Barney High Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.

Tax-Exempt Funds

Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
Smith Barney Intermediate Maturity California Municipals Fund
Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Managed Municipals Fund
Smith Barney Massachusetts Municipals Fund
Smith Barney Muni Funds -- Florida Portfolio
Smith Barney Muni Funds -- Georgia Portfolio
Smith Barney Muni Funds -- Limited Term Portfolio
Smith Barney Muni Funds -- National Portfolio
Smith Barney Muni Funds -- New York Portfolio
Smith Barney Muni Funds -- Pennsylvania Portfolio
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Tax-Exempt Fund

International Funds

Smith Barney World Funds Inc. -- Emerging Markets Portfolio
Smith Barney World Funds Inc. -- European Portfolio
Smith Barney World Funds Inc. -- Global Government Bond Portfolio
Smith Barney World Funds Inc. -- International Balanced Portfolio
Smith Barney World Funds Inc. -- International Equity Portfolio
Smith Barney World Funds Inc. -- Pacific Portfolio

Smith Barney Concert Allocation Series, Inc.

	Smith Barney Concert Allocation Series, Inc. -- Balanced Portfolio
	Smith Barney Concert Allocation Series, Inc. -- Conservative Portfolio
	Smith Barney Concert Allocation Series, Inc. -- Growth Portfolio
	Smith Barney Concert Allocation Series, Inc. -- High Growth Portfolio
	Smith Barney Concert Allocation Series, Inc. -- Income Portfolio

Money Market Funds

Smith Barney Money Funds, Inc. -- Cash Portfolio
Smith Barney Money Funds, Inc. -- Government Portfolio
Smith Barney Money Funds, Inc. -- Retirement Portfolio
Smith Barney Muni Funds -- California Money Market Portfolio
Smith Barney Muni Funds -- New York Money Market Portfolio
Smith Barney Municipal Money Market Fund, Inc.

Additional Information Regarding the Exchange Privilege.  Although the 
exchange privilege is an important benefit, excessive exchange transactions 
can be detrimental to the Fund's performance and its shareholders. SBSA may 
determine that a pattern of frequent exchanges is excessive and contrary to 
the best interests of the Fund's other shareholders. In this event, SBSA will 
notify Smith Barney and the Fund may, at its discretion, decide to limit 
additional purchases and/or exchanges by the shareholder. Upon such a 
determination, the Fund will provide notice in writing or by telephone to the 
shareholder at least 15 days prior to suspending the exchange privilege and 
during the 15 day period the shareholder will be required to (a) redeem his or 
her shares in the Fund or (b) remain invested in the Fund or exchange into any 
of the funds of the Smith Barney Mutual Funds listed above, which position the 
shareholder would be expected to maintain for a significant period of time. 
All relevant factors will be considered in determining what constitutes an 
abusive pattern of exchanges.

Certain shareholders may be able to exchange shares by telephone.  See 
"Redemption of Shares - Telephone Redemption and Exchange Program."  Exchanges 
will be processed at the net asset value next determined. Redemption 
procedures discussed below are also applicable for exchanging shares, and 
exchanges will be made upon receipt of all supporting documents in proper 
form. If the account registration of the shares of the fund being acquired is 
identical to the registration of shares of the fund exchanged, no signature 
guarantee is required. A taxable gain or loss for tax purposes will be 
realized upon the exchange, depending upon the cost or other basis of shares 
redeemed. Before exchanging shares, investors should read the current 
prospectus describing the shares to be acquired. The Fund reserves the right 
to modify or discontinue exchange privileges upon 60 days' prior notice to 
shareholders.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends from the Fund's net investment income (i.e., its income other than 
its net long- and short-term capital gains, if any) will be declared as of the 
last Friday of each quarter and will be payable as of the last Friday of the 
calendar quarter. Distributions of the Fund's net short and long-term capital 
gains, if any, will be declared and paid once a year, normally at the end of 
the calendar year in which they were earned or at the beginning of the next 
year. Short-term gains also may be attributed to the regular quarterly 
distributions as necessary. Unless a shareholder instructs the Fund to pay 
dividends and capital gains distributions in cash and credit them to the 
shareholders account at Smith Barney, dividends and capital gains 
distributions will be reinvested automatically in additional shares of the 
Fund at net asset value, without a sales charge. The Fund is subject to a 
4.00% non-deductible excise tax measured with respect to certain undistributed 
amounts of income and capital gain. In order to avoid the application of this 
tax, the Fund may make an additional distribution shortly before December 31 
in each year of any undistributed ordinary income or capital gains and expects 
to make any other distributions necessary to avoid the application of this 
tax.

Dividends paid by the Fund from investment income and distributions of any net 
realized short-term capital gains are taxable to shareholders as ordinary 
income, whether received in cash or reinvested in additional shares of the 
Fund. Distributions of net realized long-term capital gains are taxable to 
shareholders as long-term capital gains whether received in cash or reinvested 
in additional shares of the Fund, regardless of the length of time that Fund 
shares have been held by the shareholder.

Generally, dividends of investment income (but not capital gain) from the Fund 
will qualify for the Federal dividends-received deduction for corporate 
shareholders. Each shareholder will receive a statement annually from the 
Fund, which will set forth separately the aggregate dollar amount of dividends 
and capital gains distributed to the shareholder by the Fund with respect to 
the prior calendar year and the amount of the distributions that qualify for 
the dividends-received deduction.

Shareholders are urged to consult their tax advisors regarding the application 
of Federal, state and local tax laws to their specific situations before 
investing in the Fund.

Statements as to the tax status of each shareholder's dividends and 
distributions are mailed annually. Each shareholder also will receive, if 
appropriate, various written notices after the close of the Fund's prior 
taxable year as to the Federal income tax status of his or her dividends and 
distributions which were received from the Fund during it's prior taxable 
year. Shareholders should consult their tax advisors about the status of 
dividends and distributions from the Fund in their own states and localities 
and with respect to their own tax situations.


ADDITIONAL INFORMATION

The Trust, organized on June 2, 1983 under the laws of the Commonwealth of 
Massachusetts, is a business entity commonly known as a "Massachusetts 
business trust" and is registered with the SEC as a non-diversified, open-end 
management investment company.

The Trustees have authority to create an unlimited number of shares of 
beneficial interest of the Trust, with a par value of $.001 per share.  The 
Trustees have authority to create additional sub-trusts at any time in the 
future without shareholder approval. The Trustees from time to time may 
consider whether to offer a new sub-trust to the general public.

The Trust does not hold annual shareholder meetings. There normally will be no 
meetings of shareholders held for the purpose of electing Trustees unless and 
until such time as less than a majority of the Trustees holding office have 
been elected by shareholders. The Trustees will call a meeting for any purpose 
upon written request of shareholders holding at least 10% of the Fund's 
outstanding shares and the Fund will assist shareholders in calling such a 
meeting as required by the 1940 Act. When matters are submitted for 
shareholder vote, shareholders of the Fund will have one vote for each full 
share held and a proportionate, fractional vote for each fractional share 
held.

PNC Bank, located at 17th and Chestnut Streets, PA 19103, serves as custodian 
of the Trust's investments.

First Data located at Exchange Place, Boston, Massachusetts 02109, serves as 
the Trust's transfer agent.

The Fund sends shareholders a semi-annual report and an audited annual report, 
which include listings of the investment securities held by the Fund at the 
end of the period covered. In an effort to reduce the Fund's printing and 
mailing costs, the Fund plans to consolidate the mailing of its semi-annual 
and annual reports by household. This consolidation means that a household 
having multiple accounts with the identical address of record will receive a 
single copy of each report. In addition, the Fund also plans to consolidate 
the mailing of its Prospectus so that a shareholder having multiple accounts 
(i.e., individual, IRA and/or Self-Employed Retirement Plan accounts) will 
receive a single Prospectus annually. Shareholders who do not want this 
consolidation to apply to their accounts should contact their Smith Barney 
Financial Consultants or First Data.

No person has been authorized to give any information or to make any 
representations in connection with this offering other than those contained in 
this Prospectus, and, if given or made, such other information or 
representations must not be relied upon as having been authorized by the Fund 
or the distributor. This Prospectus does not constitute an offer by the Fund 
or the distributor to sell or a solicitation of an offer to buy any of the 
securities offered hereby in any jurisdiction to any person to whom it is 
unlawful to make such an offer or solicitation in such jurisdiction.


FD 01120  4/97


PART B

SMITH BARNEY
TELECOMMUNICATIONS TRUST


388 Greenwich Street, New York, New York 10013 - 800-451-2010



STATEMENT OF ADDITIONAL INFORMATION 	April 30, 1997

This Statement of Additional Information expands upon and supplements the 
information contained in the current Prospectus of Smith Barney 
Telecommunications Income Fund (the "Fund") of Smith Barney Telecommunications 
Trust (the "Trust"), dated April 30, 1997, as amended or supplemented from 
time to time, and should be read in conjunction with the Prospectus of the 
Fund.  The Fund's Prospectus may be obtained from a Smith Barney Financial 
Consultant or by writing or calling the Trust at the address or telephone 
number set forth above. This Statement of Additional Information, although not 
in itself a prospectus, is incorporated by reference into the Prospectus in 
its entirety.


CONTENTS

For ease of reference the same section headings are used in both the 
Prospectus and the Statement of Additional Information, except where shown 
below.

Management of the Fund and the Trust	
2

Investment Objective and Management Policies	
7

Redemption of Shares	
17

Valuation of Shares	
17

Exchange Privilege	
18

Performance Data
18

Taxes (See in the Prospectus "Dividends, 
Distributions 
and Taxes")	

20

Additional Information	
22

Financial Statements	
22

Appendix	
24




MANAGEMENT OF THE FUND AND THE TRUST

The executive officers of the Trust are employees of certain of the 
organizations that provide services to the Trust. These organizations are as 
follows:



Name
Service




Smith Barney Inc.
("Smith Barney")	

Distributor


Smith Barney Strategy Advisers Inc.
(SBSA")	


Investment Adviser


Smith Barney Mutual Funds Management Inc.
(SBMFM")	


Administrator




The Boston Company Asset Management, Inc.
(TBCAM")	


Sub-Investment 
Adviser 

PNC Bank, National Association
(PNC")	

Custodian


First Data Investor Services Group, Inc. 
("FDISG"),....................................
 ..................................
	


Transfer Agent


These organizations and the functions they perform for the Trust are discussed 
in the Prospectus and in this Statement of Additional Information.

Trustees of the Trust and Executive Officers of the Fund

The Trustees of the Trust and executive officers of the Fund, together with 
information as to their principal business occupations during the past five 
years, are set forth below. Each Trustee who is an "interested person" of the 
Trust, as defined in the Investment Company Act of 1940, as amended (the "1940 
Act"), is indicated by an asterisk.

Paul R. Ades, Trustee (Age 56). Partner in the law firm of Murov & Ades. His 
address is 272 South Wellwood Avenue, Lindenhurst, New York 11757.

Herbert Barg, Trustee (Age 73). Private investor. His address is 273 
Montgomery Avenue, Bala Cynwyd, Pennsylvania 19004.

Alger B. Chapman, Trustee (Age 65). Chairman and Chief Operating Officer of 
the Chicago Board of Options Exchange. His address is Chicago Board of Options 
Exchange, LaSalle at Van Buren, Chicago, Illinois 60605.

Dwight B. Crane, Trustee (Age 59). Professor, Graduate School of Business 
Administration, Harvard University; Business Consultant.  His address is 
Graduate School of Business Administration, Harvard University, Boston, 
Massachusetts 02163.

Frank G. Hubbard, Trustee (Age 61). Vice President, S & S Industries; Former 
Corporate Vice President, Materials Management and Marketing Services of Huls 
America, Inc. His address is 80 Centennial Drive P.O. Box 456, Piscataway, New 
Jersey 08855-0456.

*Heath B. McLendon, Chairman of the Board and Investment Officer (Age 63). 
Managing Director of Smith Barney, Chairman of SmithBarney Strategy Advisers 
Inc. and President of SBMFM; prior to July 1993, Senior Executive Vice 
President of Shearson Lehman Brothers Inc. ("Shearson Lehman Brothers"); Vice 
Chairman of Shearson Asset Management.   Mr McLendon is Chairman of the Board 
of 42 Smith Barney Mutual Funds.  His address is 388 Greenwich Street, New 
York, New York 10013.

Ken Miller, Trustee (Age 55). President of Young Stuff Apparel Group, Inc. His 
address is 1407 Broadway, 6th Floor, New York, New York 10018.

John F. White, Trustee (Age 79). President Emeritus of The Cooper Union for 
the Advancement of Science and Art; Special Assistant to the President of the 
Aspen Institute. His address is 97 Sunset Drive, Apt 402, Sarasota, Florida 
34236.

Allan R. Johnson, Trustee Emeritus (Age 80). Retired; Former Chairman, Retail 
Division of BATUS, Inc., and Chairman and Chief Executive Officer of Saks 
Fifth Avenue, Inc. His address is 2 Sutton Place South, New York, New York 
10022.

Jessica M. Bibliowicz, President (Age 37). Executive Vice President of Smith 
Barney; prior to 1994, Director of Sales and Marketing for Prudential Mutual 
Funds. Ms. Bibliowicz serves as President of 40 funds of the Smith Barney 
Mutual Funds. Her address is 388 Greenwich Avenue, New York, New York 10013.

Lewis E. Daidone, Senior Vice President and Treasurer (age 39). Managing 
Director of Smith Barney; Director and Senior Vice President of SBMFM.  Mr. 
Daidone also serves as Senior Vice President and Treasurer of 42 of the Smith 
Barney Mutual Funds. His address is 388 Greenwich Street, New York, New York 
10013.

Christina T. Sydor, Secretary (age 46). Managing Director of Smith Barney, 
General Counsel and Secretary of SBMFM. Ms. Sydor also serves as Secretary of 
42 funds of the Smith Barney Mutual Funds. Her address is 388 Greenwich 
Street, New York, New York 10013.

Each Trustee also serves as a director, trustee and/or individual general 
partner of certain other mutual funds for which Smith Barney serves as 
distributor. The Trustees and officers of the Trust, as a group, owned less 
than 1.00% of the Fund's outstanding shares as of February 28, 1997.

No officer, director or employee of Smith Barney or any parent or subsidiary, 
receives any compensation from the Trust for serving as an officer or Trustee 
of the Trust. The Trust pays each Trustee who is not an officer, director or 
employee of Smith Barney or any of its affiliates a fee of $4,500 per annum 
plus $250 per meeting attended and reimburses them for travel and out-of-
pocket expenses. For the fiscal year ended December 31, 1996, such fees and 
expenses totaled $ 11,500.



For the calendar year ended December 31, 1996, the Trustees of the Trust were 
paid the following compensation:



Trustee(#)

Aggregate Compensation 
from the Trust
Aggregate Compensation 
from the Smith Barney 
Mutual Funds





Paul R. Ades (5)	
$1,643
$ 52,475

Herbert Barg (20)	
1,643
105,175

Alger B. Chapman (9)	     
1,643
76,775

Dwight B. Crane (26)	
1,643
140,375

Frank G. Hubbard (5)	
1,643
52,475

+Allan Johnson (5)	
1,538
33,125

Heath B. McLendon (42)	
N/A
N/A

Ken Miller (5)	
1,643*
37,350

John F. White (5)	
1,643*
48,375

________________________
(#)	Number of director/trusteeships held with mutual funds in the Smith Barney 
Mutual Funds family.
* Mr. Miller has deferred $402 and Mr. White has deferred $1,643 of his 
compensation.
(+) Trustee Emeritus 


Upon attainment of age 72 the Fund's current Directors may elect to change to 
emeritus status.  Any directors elected or appointed to the Board in the 
future will be required to change to emeritus status upon attainment of age 
80.  Directors Emeritus are entitled to serve in emeritus status for a maximum 
of 10 years during which time they are paid 50% of the annual retainer fee and 
meeting fees otherwise applicable to the Fund Directors, together with 
reasonable out-of-pocket expenses for each meeting attended.

Investment Adviser -- SBSA

SBSA serves as investment adviser to the Fund pursuant to a written agreement 
dated June 16, 1994 (the "Advisory Agreement"), which was first approved by 
the Trust's Board of Trustees, including a majority of the Trustees who are 
not "interested persons" of the Trust or SBSA, on April 21, 1994 and by 
shareholders on June 15, 1994. SBSA pays the salary of any officer and 
employee who is employed by both it and the Fund. The services provided by 
SBSA under the Advisory Agreement are described in the Prospectus under 
"Management of the Trust and the Fund." SBSA bears all expenses in connection 
with the performance of its services. SBSA is a wholly owned subsidiary of 
Smith Barney Holdings Inc. ("Holdings"). Holdings is a wholly owned subsidiary 
of Travelers Group Inc. ("Travelers").

As compensation for investment advisory services rendered, the Fund pays SBSA 
a fee computed daily and paid monthly at the annual rate of 0.55% of the 
Fund's average daily net assets. For the period from June 16, 1994 through 
December 31, 1994, and for the fiscal years ended December 31, 1995 and 
December 31, 1996, the Fund paid SBSA $202,511, $ 373,600, and $369,448, 
respectively, in investment advisory fees.

Sub-Investment Adviser -- TBCAM

TBCAM serves as sub-investment adviser to the Fund pursuant to a written 
agreement dated June 16, 1994 (the "Sub-Advisory Agreement"), which was first 
approved by the Trust's Board of Trustees, including a majority of the 
Trustees who are not "interested persons" of the Fund or TBCAM, on April 21, 
1994 and by shareholders on June 15, 1994. TBCAM is a wholly owned subsidiary 
of Mellon Bank.

As compensation for sub-investment advisory services rendered, SBSA pays TBCAM 
a monthly fee at the annual rate of 0.275% of the value of the Fund's average 
daily net assets. For the period from June 16, 1994 through December 31, 1994, 
and for the fiscal years ended December 31, 1995 and December 31, 1996, TBCAM 
received $101,255, $186,800 and $184,724 respectively in sub-investment 
advisory fees. Prior to June 16, 1994, TBCAM served as the Fund's investment 
adviser and administrator. As compensation for those services, the Fund paid 
TBCAM a fee, computed daily and paid monthly, at the annual rate of 0.75% of 
the value of the Fund's average daily net assets. For the period from January 
1, 1994 through June 15, 1994, TBCAM received $209,635 from the Fund.



Administrator-- SBMFM

SBMFM serves as administrator to the Fund pursuant to a written agreement 
dated April 21, 1994 (the "Administration Agreement"), which was first 
approved by the Trust's Board of Trustees, including a majority of the 
Trustees who are not "interested persons" of the Fund or SBMFM, on April 21, 
1994. The services provided by SBMFM under the Administration Agreement are 
described in the Prospectus under "Management of the Trust and the Fund. " 
SBMFM pays the salary of any officer and employee who is employed by both it 
and the Fund and bears all expenses in connection with the performance of its 
services.

As compensation for administrative services rendered to the Fund, SBMFM 
receives a fee at the annual rate of 0.20% of the value of the Fund's average 
daily net assets. For the fiscal period from April 21, 1994 through December 
31, 1994, and the fiscal years ended December 31, 1995 and December 31, 1996, 
the Fund paid SBMFM $94,363, $135,855 and $134,345, respectively, in 
administration fees.

The Fund bears expenses incurred in its operation, including taxes, interest, 
brokerage fees and commissions, if any; fees of Trustees who are not officers, 
directors, shareholders or employees of Smith Barney or TBCAM; SEC fees and 
state Blue Sky qualification fees; charges of custodians; transfer and 
dividend disbursing agents' fees; certain insurance premiums; outside auditing 
and legal expenses; investor services (including allocated telephone and 
personnel expenses); and costs of preparation and printing of prospectuses for 
regulatory purposes and for distribution to existing shareholders, 
shareholders' reports and meetings.

SBMFM and TBCAM have agreed that if in any fiscal year the aggregate expenses 
of the Fund (including fees paid pursuant to the Advisory, Sub-Advisory and 
Administration Agreements, but excluding interest, taxes, brokerage fees paid 
pursuant to the Fund's services and distribution plan, and, with the prior 
written consent of the necessary state securities commissions, extraordinary 
expenses) exceed the expense limitation of any state having jurisdiction over 
the Fund, SBMFM and TBCAM will, to the extent required by state law, reduce 
their management fees by the amount of such excess expense, such amount to be 
allocated between them in the proportion that their respective fees bear to 
the aggregate of such fees paid by the Fund. Such fee reduction, if any, will 
be estimated and reconciled on a monthly basis. The most restrictive state 
expense limitation applicable to the Fund would require SBMFM and TBCAM to 
reduce their fees in any year that such excess expenses exceed 2.50% of the 
first $30 million of average daily net assets, 2.00% of the next $70 million 
of average daily net assets and 1.50% of the remaining average daily net 
assets. No fee reduction was required for the Fund for the 1996, 1995 and 1994 
fiscal years.


Counsel and Auditors

Willkie Farr & Gallagher serves as counsel to the Trust. The Trustees who are 
not "interested persons" of the Trust have selected Stroock & Stroock & Lavan 
LLP, as their counsel.


KPMG Peat Marwick LLP, 345 Park Avenue, New York, New York 10154, has been 
selected as the Trust's independent auditor to examine and report on the 
Trust's financial statements and highlights for the fiscal year ending 
December 31, 1997. 


INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

The Prospectus discusses the Fund's investment objective and the policies it 
employs to achieve that objective. The following discussion supplements the 
description of the Fund's investment objective and policies in the Prospectus.

Lending of Portfolio Securities
The Fund has the ability to lend its portfolio securities to brokers, dealers 
and other financial organizations. These loans may not exceed 33 1/3% of the 
Fund's assets taken at value. The Fund may not lend portfolio securities to 
Smith Barney or its affiliates without specific authority to do so from the 
SEC.

Requirements of the SEC, which may be subject to future modifications, 
currently provide that the following conditions must be met whenever the 
Fund's securities are loaned: (a) the Fund must receive at least 100% cash 
collateral or equivalent securities from the borrower; (b) the borrower must 
increase such collateral whenever the market value of the securities rises 
above the level of such collateral; (c) the Fund must be able to terminate the 
loan at any time; (d) the Fund must receive reasonable interest on the loan, 
as well as an amount equal to any dividends, interest or other distributions 
on the loaned securities and any increase in market value; (e) the Fund may 
pay only reasonable custodian fees in connection with the loan; and (f) voting 
rights on the loaned securities may pass to the borrower; provided, however, 
that if a material event adversely affecting the investment in the loaned 
securities occurs, the Trust's Board of Trustees must terminate the loan and 
regain the right to vote the securities. From time to time, the Fund may 
return a part of the interest earned from the investment of collateral 
received for securities loaned to the borrower and/or a third party, which is 
unaffiliated with the Fund or with Smith Barney, and which is acting as a 
"finder."

The limit of 33 1/3% of the Fund's total assets to be committed to securities 
lending is a fundamental policy of the Fund, which means that it cannot be 
changed without approval of a majority of the Fund's outstanding shares. See 
"Investment Restrictions" below.

Money Market Instruments  The Fund may invest without limit in short-term 
money market instruments when SBSA and/or TBCAM believes that a "defensive" 
investment posture is advisable due to market or economic conditions. Money 
market instruments in which the Fund may invest include obligations issued or 
guaranteed by the United States government, its agencies or instrumentalities 
("U.S. government securities"); certificates of deposit ("CDs"), time deposits 
("TDs") and bankers' acceptances issued by domestic banks (including their 
branches located outside the United States and subsidiaries located in 
Canada), domestic branches of foreign banks, savings and loan associations and 
similar institutions; high grade commercial paper; and repurchase agreements 
with respect to the foregoing types of instruments. The following is a more 
detailed description of such money market instruments.

Bank Obligations.  CDs are short-term negotiable obligations of commercial 
banks; TDs are non-negotiable deposits maintained in banking institutions for 
specified periods of time at stated interest rates; and bankers' acceptances 
are time drafts drawn on commercial banks by borrowers, usually in connection 
with international transactions.

Domestic commercial banks organized under Federal law are supervised and 
examined by the Comptroller of the Currency and are required to be members of 
the Federal Reserve System and to be insured by the Federal Deposit Insurance 
Corporation (the "FDIC"). Domestic banks organized under state law are 
supervised and examined by state banking authorities but are members of the 
Federal Reserve System only if they elect to join. Most state banks are 
insured by the FDIC (although such insurance may not be of material benefit to 
the Fund, depending upon the principal amount of CDs of each bank held by the 
Fund) and are subject to Federal examination and to a substantial body of 
Federal law and regulation. As a result of governmental regulations, domestic 
branches of domestic banks, among other things, generally are required to 
maintain specified levels of reserves, and are subject to other supervision 
and regulation designed to promote financial soundness.

Obligations of foreign branches of domestic banks, such as CDs and TDs, may be 
general obligations of the parent bank in addition to the issuing branch, or 
may be limited by the terms of a specific obligation and governmental 
regulations. Such obligations are subject to different risks than are those of 
domestic banks or domestic branches of foreign banks. These risks include 
foreign economic and political developments, foreign governmental restrictions 
that may adversely affect payment of principal and interest on the 
obligations, foreign exchange controls and foreign withholding and other taxes 
on interest income. Foreign branches of domestic banks are not necessarily 
subject to the same or similar regulatory requirements that apply to domestic 
banks, such as mandatory reserve requirements, loan limitations, and 
accounting, auditing and financial recordkeeping requirements. In addition, 
less information may be publicly available about a foreign branch of a 
domestic bank than about a domestic bank.  CDs issued by wholly owned Canadian 
subsidiaries of domestic banks are guaranteed as to repayment of principal and 
interest (but not as to sovereign risk) by the domestic parent bank.

Obligations of domestic branches of foreign banks may be general obligations 
of the parent bank in addition to the issuing branch, or may be limited by the 
terms of a specific obligation and by Federal and state regulation, as well as 
governmental action in the country in which the foreign bank has its head 
office. A domestic branch of a foreign bank with assets in excess of $1 
billion may or may not be subject to reserve requirements imposed by the 
Federal Reserve System or by the state in which the branch is located if the 
branch is licensed in that state. In addition, branches licensed by the 
Comptroller of the Currency and branches licensed by certain states ("State 
Branches") may or may not be required to: (a) pledge to the regulator by 
depositing assets with a designated bank within the state, an amount of its 
assets equal to 5% of its total liabilities; and (b) maintain assets within 
the state in an amount equal to a specified percentage of the aggregate amount 
of liabilities of the foreign bank payable at or through all of its agencies 
or branches within the state. The deposits of State Branches may not 
necessarily be insured by the FDIC. In addition, there may be less publicly 
available information about a domestic branch of a foreign bank than about a 
domestic bank.

In view of the foregoing factors associated with the purchase of CDs and TDs 
issued by foreign branches of domestic banks or by domestic branches of 
foreign banks, SBSA and/or TBCAM will carefully evaluate such investments on a 
case-by-case basis.

Savings and loan associations, the CDs of which may be purchased by the Fund, 
are supervised by the Office of Thrift Supervision and are insured by the 
Savings Association Insurance Fund which is administered by the FDIC and is 
backed by the full faith and credit of the United States government. As a 
result, such savings and loan associations are subject to regulation and 
examination.

Commercial Paper. Commercial paper is a short-term, unsecured negotiable 
promissory note of a domestic or foreign company. When investing for defensive 
purposes, the Fund may invest in short-term debt obligations of issuers that 
at the time of purchase are rated A-2, A-1 or A-1+ by Standard & Poor's 
Ratings Group ("S&P") or Prime-2 or Prime-l by Moody's Investors Service, Inc, 
("Moody's") or, if unrated, are issued by companies having an outstanding 
unsecured debt issue currently rated within the two highest ratings of S&P or 
Moody's. A discussion of S&P and Moody's rating categories appears in the 
Appendix to this Statement of Additional Information. The Fund also may invest 
in variable rate master demand notes, which typically are issued by large 
corporate borrowers providing for variable amounts of principal indebtedness 
and periodic adjustments in the interest rate according to the terms of the 
instrument. Demand notes are direct lending arrangements between the Fund and 
an issuer, and are not normally traded in a secondary market. The Fund, 
however, may demand payment of principal and accrued interest at any time. In 
addition, while demand notes generally are not rated, their issuers must 
satisfy the same criteria as those set forth above for issuers of commercial 
paper. SBSA and/or TBCAM will consider the earning power, cash flow and other 
liquidity ratios of issuers of demand notes and continually will monitor their 
financial ability to meet payment on demand.

Convertible Securities.  Convertible securities are fixed-income securities 
that may be converted at either a stated price or stated rate into underlying 
shares of common stock.  Convertible securities have general characteristics 
similar to both fixed-income and equity securities. Although to a lesser 
extent than with fixed-income securities, generally the market value of 
convertible securities tends to decline as interest rates increase and, 
conversely, tends to increase as interest rates decline. In addition, because 
of the conversion feature, the market value of convertible securities tends to 
vary with fluctuations in the market value of the underlying common stocks 
and, therefore, also will react to variations in the general market for equity 
securities. A unique feature of convertible securities is that as the market 
price of the underlying common stock declines, convertible securities tend to 
trade increasingly on a yield basis, and so may not experience market value 
declines to the same extent as the underlying common stock. When the market 
price of the underlying common stock increases, the prices of the convertible 
securities tend to rise as a reflection of the value of the underlying common 
stock. While no securities investments are without risk, investments in 
convertible securities generally entail less risk than investments in common 
stock of the same issuer.

As fixed-income securities, convertible securities are investments that 
provide for a stable stream of income with generally higher yields than common 
stocks. Of course, like all fixed-income securities, there can be no assurance 
of current income because the issuers of the convertible securities may 
default on their obligations. Convertible securities, however, generally offer 
lower interest or dividend yields than non-convertible securities of similar 
quality because of the potential for capital appreciation. A convertible 
security, in addition to providing fixed income, offers the potential for 
capital appreciation through the conversion feature, which enables the holder 
to benefit from increases in the market price of the underlying common stock. 
There can be no assurance of capital appreciation, however, because securities 
prices fluctuate.

Convertible securities generally are subordinated to other similar but non-
convertible securities of the same issuer, although convertible bonds, as 
corporate debt obligations, enjoy seniority in right of payment to all equity 
securities, and convertible preferred stock is senior to common stock, of the 
same issuer. Because of the subordination feature, however, convertible 
securities typically have lower ratings than similar non-convertible 
securities.

Preferred Stock.  Preferred stocks, like debt obligations, are generally 
fixed-income securities. Shareholders of preferred stocks normally have the 
right to receive dividends at a fixed rate when and as declared by the 
issuer's board of directors, but do not participate in other amounts available 
for distribution by the issuing corporation. Dividends on preferred stock may 
be cumulative, and all cumulative dividends usually must be paid prior to 
common shareholders receiving any dividends. Preferred stock dividends must be 
paid before common stock dividends and for that reason, preferred stocks 
generally entail less risk than common stocks. Upon liquidation, preferred 
stocks are entitled to a specified liquidation preference, which is generally 
the same as the par or stated value, and are senior in right of payment to 
common stock. Preferred stocks are, however, equity securities in the sense 
that they do not represent a liability of the issuer and therefore do not 
offer as great a degree of protection of capital or assurance of continued 
income as investments in corporate debt securities. In addition, preferred 
stocks are subordinated in right of payment to all debt obligations and 
creditors of the issuer, and convertible preferred stocks may be subordinated 
to other preferred stock of the same issuer.

Covered Call Options.  The Fund may, to a limited extent, write covered call 
option contracts on certain securities and purchase call options for the 
purpose of terminating their outstanding obligations with respect to 
securities upon which call option contracts have been written.

The principal reason for writing covered call options on securities is to 
attempt to realize, through the receipt of premiums, a greater return than 
would be realized on the securities alone. In return for a premium, the writer 
of a covered call option forfeits the right to any appreciation in the value 
of the underlying security above the strike price for the life of the option 
(or until a closing purchase transaction can be effected). Nevertheless, the 
call writer retains the risk of a decline in the price of the underlying 
security. The size of the premiums that the Fund may receive may be adversely 
affected as new or existing institutions, including other investment 
companies, engage in or increase their option-writing activities.

Options written by the Fund normally will have expiration dates between three 
and nine months from the date that they are written. The exercise price of the 
options may be below, equal to or above the market values of the underlying 
securities at the times the options are written. In the case of call options, 
these exercise prices are referred to as "in-the-money," "at-the-money" and 
"out-of-the-money," respectively. The Fund may write (a) in-the-money call 
options when SBSA and/or TBCAM expects that the price of the underlying 
security will remain flat or decline moderately during the option period, (b) 
at-the-money call options when SBSA and/or TBCAM expects that the price of the 
underlying security will remain flat or advance moderately during the option 
period and (c) out-of-the-money call options when SBSA and/or TBCAM expects 
that the premiums received from writing the call option plus the appreciation 
in market price of the underlying security up to the exercise price will be 
greater than the appreciation in the price of the underlying security alone. 
In any of the preceding situations, if the market price of the underlying 
security declines, and the security is sold at this lower price, the amount of 
any realized loss will be offset wholly or in part by the premium received.

So long as the obligation of the Fund as the writer of an option continues, 
the Fund may be assigned an exercise notice by the broker-dealer through which 
the option was sold, requiring the Fund to deliver the underlying security 
against payment of the exercise price. This obligation terminates when the 
option expires or the Fund effects a closing purchase transaction. The Fund 
can no longer effect a closing purchase transaction with respect to an option 
once it has been assigned an exercise notice. To secure its obligation to 
deliver the underlying security when it writes a call option, the Fund will be 
required to deposit in escrow the underlying security or other assets in 
accordance with the rules of the Options Clearing Corporation (the "Clearing 
Corporation") and of the national securities exchange on which the option is 
written.

An option position may be closed out only where there exists a secondary 
market for an option for the same series on a recognized national securities 
exchange or in the over-the-counter market. The Fund expects to write options 
only on national securities exchanges.

The Fund may realize a profit or loss upon entering into a closing 
transaction. In cases where the Fund has written an option, it will realize a 
profit if the cost of the closing purchase transaction is less than the 
premium received upon writing the original option and will incur a loss if the 
cost of the closing purchase transaction exceeds the premium received upon 
writing the original option.

Although the Fund generally will write only those options for which SBSA 
and/or TBCAM believes there is an active secondary market so as to facilitate 
closing transactions, there is no assurance that sufficient trading interest 
to create a liquid secondary market on a securities exchange will exist for 
any particular option or at any particular time, and for some options no such 
secondary market may exist. A liquid secondary market in an option may cease 
to exist for a variety of reasons. In the past, for example, higher than 
anticipated trading activity or order flow, or other unforeseen events, have 
at times rendered certain of the facilities of the Clearing Corporation and 
the national securities exchanges inadequate and resulted in the institution 
of special procedures, such as trading rotations, restrictions on certain 
types of orders or trading halts or suspensions in one or more options. There 
can be no assurance that similar events, or events that may otherwise 
interfere with the timely execution of customers' orders, will not recur. In 
such event, it might not be possible to effect closing transactions in 
particular options. If as a covered call option writer the Fund is unable to 
effect a closing purchase transaction in a secondary market, it will not be 
able to sell the underlying security until the option expires or it delivers 
the underlying security upon exercise.

Securities exchanges generally have established limitations governing the 
maximum number of calls and puts of each class which may be held or written, 
or exercised within certain time periods, by an investor or group of investors 
acting in concert (regardless of whether the options are written on the same 
or different national securities exchanges or are held, written or exercised 
in one or more accounts or through one or more brokers). It is possible that 
the Fund and other clients of SBSA and/or TBCAM and certain of their 
affiliates may be considered to be such a group. A national securities 
exchange or the National Association of Securities Dealers, Inc. may order the 
liquidation of positions found to be in violation of these limits and it may 
impose certain other sanctions. At the date of this Statement of Additional 
Information, the position and exercise limits for common stocks generally were 
3,000, 5,500 or 8,000 options per stock (i.e., options representing, 300,000, 
550,000 or 800,000 shares), depending on various factors relating to the 
underlying security and the Fund's combined stock and option positions.  
Dollar amount limits apply to U.S. government securities. These limits may 
restrict the number of options which the Fund will be able to write on a 
particular security.

Call options may be purchased by the Fund but only to terminate an obligation 
as a writer of a call option. This is accomplished by making a "closing 
purchase transaction," (i.e., the purchase of a call option on the same 
security with the same exercise price and expiration date as specified in the 
call option which had previously been written). A closing purchase transaction 
with respect to calls traded on a national securities exchange has the effect 
of extinguishing the obligation of a writer. Although the cost to the Fund of 
such a transaction may be greater than the net premium received by the Fund 
upon writing the original option, the Trust's Board of Trustees believes that 
it is appropriate for the Fund to have the ability to make closing purchase 
transactions in order to limit the risks involved in writing options. SBSA 
and/or TBCAM also may permit the call option to be exercised.

Investment Restrictions

The Fund has adopted the following investment restrictions for the protection 
of shareholders. Investment restrictions 1 through 7 below cannot be changed 
without approval by the holders of a majority of the outstanding shares of the 
Funds, defined as the lesser of (a) 67% or more of the voting securities 
present or represented by proxy at a meeting if the holders of more than 50% 
of the outstanding voting securities of the Fund are present or represented by 
proxy or (b) more than 50% of the outstanding shares of the Fund. Investment 
restrictions 8 through 17 may be changed by vote of a majority of the Trustees 
at any time. If any percentage restriction described below is complied with at 
the time of an investment, a later increase or decrease in the percentage 
resulting from a change in the values of assets will not constitute a 
violation of the restriction.

The Fund may not:

(1) Invest less than 65% of the value of its total assets in the 
telecommunications industry under normal market conditions as 
determined by SBSA and/or TBCAM, as described under "Investment 
Objective and Management Policies" in the Prospectus.
 
(2) Purchase or sell real estate, real estate mortgages, real estate 
investment trust securities, commodities or commodity contracts, 
but this shall not prevent the Fund from (a) investing in 
securities of issuers engaged in the real estate business and 
securities which are secured by real estate or interests therein; 
(b) holding or selling real estate received in connection with 
securities it holds; or (c) trading in futures contracts and 
options on futures contracts.
 
(3) Engage in the business of underwriting securities issued by other 
persons, except to the extent that the Fund may technically be 
deemed to be an underwriter under the Securities Act of 1933, as 
amended (the "1933 Act"), in disposing of portfolio securities.
 
(4) Make loans. This restriction does not apply to: (a) the purchase 
of debt obligations in which the Fund may invest consistent with 
its investment objective and policies, (b) repurchase agreements; 
and (c) loans of its portfolio securities.
 
(5) Borrow money, except that the Fund may borrow from banks for 
temporary or emergency (not leveraging) purposes including the 
meeting of redemption requests which might otherwise require the 
untimely disposition of securities, in an amount not exceeding 10% 
of the value of the Fund's total assets (including the amount 
borrowed) valued at market less liabilities (not including the 
amount borrowed) at the time the borrowing is made. Whenever 
borrowings exceed 5% of the value of the Fund's total assets, the 
Fund will not make any additional investments.
 
(6) Purchase the securities of any issuer (except U.S. government 
securities) if, as a result of such purchase, more than 10% of any 
class of securities or of the outstanding voting securities of 
such issuer would be held in the Fund; for this purpose, all 
securities of an issuer shall be divided into three classes, 
namely, all debt securities, all preferred stock and all common 
stock.
 
(7) Issue senior securities as defined in the 1940 Act and any rules 
and orders thereunder, except insofar as the Fund may be deemed to 
have issued Senior Securities by reason of (a) borrowing money or 
purchasing securities on a when-issued or delayed-delivery basis, 
(b) purchasing or selling futures contracts and options on futures 
contracts and other similar instruments and (c) issuing separate 
classes of shares.
 
(8) Purchase securities subject to restrictions on disposition under 
the 1933 Act ("restricted securities"), or securities without 
readily available market quotations, if the purchase causes more 
than 10% of its assets to be invested in restricted securities, 
securities without readily available market quotations and 
repurchase agreements maturing in more than seven days.
 
(9) Purchase securities of companies for the purpose of exercising 
control.
 
(10) Purchase securities on margin (except short-term credits as are 
necessary for the clearance of purchases and sales of portfolio 
securities) or sell any securities short (except against the box). 
For purposes of this restriction, the deposit or payment by the 
Fund of initial or maintenance margin in connection with futures 
contracts and related options and options on securities is not 
considered to be the purchase of a security on margin.
 
(11) Purchase or retain the securities of any issuer if those Trustees 
and officers of the Trust or directors and officers of SBSA and/or 
TBCAM who beneficially own more than 1/2 of 1% of the outstanding 
securities of the issuer together beneficially own more than 5% of 
such outstanding securities.
 
(12) Purchase securities of any other investment company except as part 
of a plan of merger, consolidation or acquisition of assets.
 
(13) Purchase securities of any issuers which together with 
predecessors have a record of less than three years continuous 
operation, if, as a result, more than 5% of such portfolio's net 
assets would then be invested in such securities. (For purposes of 
this restriction, issuers include predecessors, sponsors, 
controlling persons, general partners, guarantors and originators 
of underlying assets which have less than three years of 
continuous operations or relevant business experience.)
 
(14) Invest in puts, calls, straddles, spreads, and any combination 
thereof (except in connection with the writing of covered call 
options).
 
(15) Invest in oil, gas or other mineral exploration or development 
programs.
 
(16) Purchase securities from or sell securities to any of its officers 
or Trustees, except with respect to its own shares and as is 
permissible under applicable statutes, rules and regulations.
 
(17) Pledge, hypothecate, mortgage or otherwise encumber the assets of 
any portfolio, except in an amount up to 10% of the value of such 
portfolio's total assets to secure borrowings for temporary or 
emergency purposes.
 
Portfolio Turnover

In seeking its objective, the Fund does not generally engage in short-term 
trading but may do so when circumstances warrant. Numerous factors, including 
those relating to particular investments, tax considerations, covered call 
option writing (see "Covered Call Options"), market or economic conditions or 
redemptions of shares, may affect the rate at which the Fund buys or sells 
portfolio securities from year to year. The portfolio turnover rate is 
calculated by dividing the lesser of purchases or sales of portfolio 
securities during the year by the average monthly value of the Fund's 
portfolio securities. Securities with remaining maturities of one year or less 
at the date of acquisition are excluded from the calculation. The Fund has no 
fixed policy with respect to portfolio turnover; however, it is anticipated 
that the annual portfolio turnover rate in the Fund generally will not exceed 
50%. For the 1996 and 1995 fiscal years, the portfolio turnover rates for the 
Fund were 0%.

Portfolio Transactions

Decisions to buy and sell securities for the Fund are made by SBSA and/or 
TBCAM, subject to the overall supervision and review of the Trust's Board of 
Trustees. Portfolio securities transactions for the Fund are effected by or 
under the supervision of SBSA and/or TBCAM.

Transactions on stock exchanges involve the payment of negotiated brokerage 
commissions. There is generally no stated commission in the case of securities 
traded in the over-the-counter markets, but the price of those securities 
includes an undisclosed commission or mark-up. Over-the-counter purchases and 
sales are transacted directly with principal market makers except in those 
cases in which better prices and executions may be obtained elsewhere. The 
cost of securities purchased from underwriters includes an underwriting 
commission or concession, and the prices at which securities are purchased 
from and sold to dealers include a dealer's mark-up or mark-down. For the 
1996, 1995 and 1994 fiscal years, the Fund paid total brokerage commissions of 
$14,543, $13,538 and $8,075, respectively.

In executing portfolio transactions and selecting brokers or dealers, it is 
the Fund's policy to seek the best overall terms available. In assessing the 
best overall terms available for any transactions, SBSA and/or TBCAM shall 
consider the factors that it deems relevant, including the breadth of the 
market in the security, the price of the security, the financial condition and 
execution capability of the broker or dealer, and the reasonableness of the 
commission, if any, for the specific transaction and on a continuing basis. In 
addition, the Advisory Agreement authorizes SBSA and/or TBCAM, in selecting 
brokers or dealers to execute a particular transaction and in evaluating the 
best overall terms available, to consider the brokerage and research services 
(as those terms are defined in Section 28(e) of the Securities Exchange Act of 
1934) provided to the Fund or other accounts over which SBSA and/or TBCAM or 
an affiliate exercises investment discretion.

The Trust's Board of Trustees periodically will review the commissions paid by 
the Fund to determine if the commissions paid over representative periods of 
time were reasonable in relation to the benefits inuring to the Fund. It is 
possible that certain of the services received will primarily benefit one or 
more other accounts for which investment discretion is exercised. Conversely, 
the Fund may be the primary beneficiary of services received as a result of 
portfolio transactions effected for other accounts. The fees of SBSA and/or 
TBCAM under the Advisory Agreement are not reduced by reason of SBSA and/or 
TBCAM receiving such brokerage and research services. Further, Smith Barney 
will not participate in commissions from brokerage given by the Fund to other 
brokers or dealers and will not receive any reciprocal brokerage business 
resulting therefrom.

The Trustees of the Trust have determined that any portfolio transaction for 
the Fund may be executed through Smith Barney or an affiliate of Smith Barney, 
if, in the judgment of SBSA and/or TBCAM, the use of Smith Barney is likely to 
result in price and execution at least as favorable as those of other 
qualified brokers, and if, in the transaction, Smith Barney charges the Fund a 
commission rate consistent with that charged by Smith Barney to comparable 
unaffiliated customers in similar transactions. In addition, under rules 
recently adopted by the SEC, Smith Barney may directly execute such 
transactions for the Fund on the floor of any national securities exchange, 
provided: (a) the Board of Trustees has expressly authorized Smith Barney to 
effect such transactions; and (b) Smith Barney annually advises the Fund of 
the aggregate compensation it earned on such transactions. For the 1996, 1995 
and 1994 fiscal years, brokerage commissions of $5,343, $5,960 and $2,000, 
respectively, were paid by the Fund to Smith Barney. The amount of brokerage 
commissions paid to Smith Barney for the 1996 fiscal year represented 36.7% of 
the total brokerage commissions paid by the Fund and Smith Barney effected 
10.9% of the total dollar amount of transactions involving the payment of 
brokerage commissions.

Even though investment decisions for the Fund are made independently from 
those of the other accounts managed by SBSA and/or TBCAM, investments of the 
kind made by the Fund also may be made by those other accounts. When the Fund 
and one or more accounts managed by SBSA and/or TBCAM are prepared to invest 
in, or desire to dispose of, the same security, available investments or 
opportunities for sales will be allocated in a manner believed by SBSA and/or 
TBCAM to be equitable. In some cases, this procedure may adversely affect the 
price paid or received by the Fund or the size of the position obtained for or 
disposed of by the Fund.


REDEMPTION OF SHARES

The right of redemption may be suspended or the date of payment postponed (a) 
for any period during which the New York Stock Exchange, Inc. (the "NYSE") is 
closed (other than for customary weekend or holiday closings), (b) when 
trading in the markets the Fund normally utilizes is restricted, or an 
emergency exists, as determined by the SEC, so that disposal of the Fund's 
investments or determination of net asset value is not reasonably practicable, 
or (c) for such other periods as the SEC by order may permit for protection of 
the Fund's shareholders.



Distributions in Kind

If the Trust's Board of Trustees determines that it would be detrimental to 
the best interests of the remaining shareholders of the Fund to make a 
redemption payment wholly in cash, the Fund may pay, in accordance with SEC 
rules, any portion of a redemption in excess of the lesser of $250,000 or 
1.00% of the Fund's net assets by a distribution in kind of portfolio 
securities in lieu of cash. Securities issued as a distribution in kind may 
incur brokerage commissions when shareholders subsequently sell those 
securities.


VALUATION OF SHARES

The Fund's net asset value per share is calculated on each day, Monday through 
Friday, except days on which the NYSE is closed. The NYSE currently is 
expected to be closed on New Year's Day, Presidents' Day, Good Friday, 
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas and on 
the preceding Friday or subsequent Monday when one of these holidays falls on 
a Saturday or Sunday, respectively. The following is a description of the 
procedures used by the Fund in valuing its assets.

Securities listed on a national securities exchange will be valued on the 
basis of the last sale on the date on which the valuation is made or, in the 
absence of such sales, at the mean between the closing bid and asked prices. 
Over-the-counter securities will be valued at the most recent bid price at the 
close of regular trading on the NYSE on each day, or, if market quotations for 
those securities are not readily available, at fair market value, as 
determined in good faith by the Trust's Board of Trustees. Short-term 
obligations with maturities of 60 days or less are valued at amortized cost, 
which constitutes fair value as determined by the Trusts Board of Trustees. 
Amortized cost involves valuing an instrument at its original cost to the Fund 
and thereafter assuming a constant amortization to maturity of any discount or 
premium, regardless of the impact of fluctuating interest rates on the market 
value of the instrument. All other securities and other assets of the Fund 
will be appraised at their fair value as determined in good faith by the 
Trust's Board of Trustees.


EXCHANGE PRIVILEGE

Except as noted below, shareholders of any fund of the Smith Barney Mutual 
Funds may exchange all or part of their shares for shares of the same class of 
other funds of the Smith Barney Mutual Funds as listed in the Prospectus on 
the basis of relative net asset value per share at the time of exchange. 

The exchange privilege enables shareholders to acquire shares of the same 
Class in a fund with different investment objectives when they believe that a 
shift between funds is an appropriate investment decision. This privilege is 
available to shareholders resident in any state in which the fund shares being 
acquired may be legally sold. Prior to any exchange, the investor should 
obtain and review a copy of the current prospectus of each fund into which an 
exchange is being made. Prospectuses may be obtained from a Smith Barney 
Financial Consultant.

Upon receipt of proper instructions and all necessary supporting documents, 
shares submitted for exchange are redeemed at the then-current net asset value 
and the proceeds are immediately invested, at a price as described above, in 
shares of the fund being acquired with such shares being subject to any 
applicable contingent deferred sales charge. Smith Barney reserves the right 
to reject any exchange request. The exchange privilege may be modified or 
terminated at any time after written notice to shareholders.

PERFORMANCE DATA

From time to time, a Fund may quote its yield or total return in 
advertisements or in reports and other communications to shareholders.  The 
fund may include comparative performance information in advertising or 
marketing the Fund's shares.  Such performance information may include the 
following industry and financial publications:  Barron's, Business Week, CDA 
Investment Technologies Inc., Changing Times, Forbes, Fortune, Institutional 
Investor, Investors Daily, Money, Morningstar Mutual Fund Values, The New York 
Times, USA Today and The Wall Street Journal.  To the extent any advertisement 
or sales literature of a Fund describes the expenses or performance of a 
Class, it will also disclose such information for the other Classes.

Yield

A Fund's 30-day yield figure described below is calculated according to a 
formula prescribed by the SEC.  The Formula can be expressed as follows:

YIELD = 2[(a-bcd + 1)6 - 1]

Where:			a =  dividends and interest earned during the period.
			b =  expenses accrued for the period (net of reimbursement).
			c =  the average daily number of shares outstanding during 
the period that were entitled 					to receive 
dividends.
			d =  the maximum offering price per share on the last day of 
the period.

For the purpose of determining the interest earned (variable "a" in the 
formula) on debt obligations purchased by the Fund at a discount or premium, 
the formula generally calls for amortization of the discount or premium, the 
amortization schedule will be adjusted monthly to reflect changes in the 
market values of the debt obligations.

Investors should recognize that in periods of declining interest rates a 
Fund's yield will tend to be somewhat higher than prevailing market rates, and 
in periods of rising interest rates, the Fund's yield will tend to be somewhat 
lower.  In addition, when interest rates are falling, the inflow of net new 
money to the fund from the continuous sales of its shares will likely be 
invested in portfolio instruments producing lower yields than the balance of 
the Fund's investments, thereby reducing the current yield of the Fund.  In 
periods of rising interest rates, the opposite can be expected to occur.

Average Annual Total Return

"Average annual total return" figures, as described below, are computed 
according to a formula prescribed by the SEC.  The formula can be expressed as 
follows:

P(1+T)n =ERV

Where:			P	=  a hypothetical initial payment of $1,000.
			T	=  average annual total return.
			n	=  number of years. 
                                                          ERV      =  Ending 
Redeemable Value of a hypothetical $1,000 
investment made at the beginning of a 1-, 5- or 10-
year period at the end of the 1-5- or 10- year 
period (or fractional portion thereof), assuming 
reinvestment of all dividends and distributions.  A  
Class' total return figures calculated in 
accordance with above formula assume that the 
maximum applicable sales charge or maximum 
applicable CDSC, as the case may be, has been 
deducted from the hypothetical $1,000 initial 
investment at the time of purchase or redemption, 
as applicable.

				Period Ended 12/31/96
										
			One Year 	Five Year	Ten Year 	

			(1.45)%		12.21%	  	12.49%	 	
		



TAXES

The following is a summary of selected Federal income tax considerations that 
may affect the Fund and its shareholders. The summary is not intended as a 
substitute for individual tax advice and investors are urged to consult their 
own tax advisors as to the tax consequences of an investment in the Fund.

Taxation of the Fund

The Fund has qualified and intends to qualify each year as a "regulated 
investment company" under the Code. As a regulated investment company, the 
Fund will not be subject to Federal income tax on its net investment income 
and capital gain net income (capital gains net of capital losses), if any, 
that it distributes to shareholders provided that at least 90% of its net 
investment income for the taxable year is distributed. All net investment 
income and capital gain net income earned by the Fund will be reinvested 
automatically in additional shares of the Fund at net asset value, unless the 
shareholder elects to receive dividends and distributions in cash.

To qualify as a regulated investment company, the Fund must meet certain 
requirements set forth in the Code. One requirement is that the Fund must earn 
at least 90% of its gross income from (a) interest, (b) dividends, (c) 
payments with respect to securities loans, (d) gains from the sale or other 
disposition of stock, securities or options and (e) other income derived with 
respect to its business of investing in stock or securities (the "90% Test"). 
The Fund must earn no more than 30% of its gross income from the sale or other 
disposition of stock or securities or options held for less than three months 
(the "30% Test").

Generally, the Fund's return on its investments will be considered to be 
qualified income under the 90% Test. The 30% Test may limit the extent to 
which the Fund may sell securities held for less than three months or covered 
call options.

Tax Status of the Fund's Investments

Gain or loss on the sale of a security by the Fund generally will be long-term 
capital gain or loss if the Fund has held the security for more than one year. 
Gain or loss on the sale of a security held for one year or less generally 
will be short-term capital gain or loss. Generally, if the Fund acquires a 
debt security at a discount, any gain upon the sale or redemption of the 
security will be taxable as ordinary income to the extent that such gain 
reflects accrued market discount.

The tax consequences of the Fund's covered call option transactions will 
depend on the nature of the underlying security. In the case of a call option 
on an equity or convertible debt security, the Fund will receive a premium 
that will be treated for tax purposes as follows: no income is recognized upon 
the receipt of an option premium; if the option expires unexercised or if the 
Fund enters into a closing purchase transaction, it will realize a gain (or a 
loss, if the cost of the closing transaction exceeds the amount of the 
premium) without regard to the unrealized gain or loss in the underlying 
security. Any such gain or loss will be short-term, except that a loss will be 
long-term if the option exercise price is below market and the underlying 
stock has been held for more than a year. If a call option is exercised, the 
Fund will recognize a capital gain or loss from the underlying security, and 
the option premium will constitute additional sales proceeds.

The Fund also will not recognize income on the receipt of an option premium on 
a debt security. Listed options on debt securities, however, are subject to a 
special "mark-to-market" system governing the taxation of "section 1256 
contracts," which include listed options on debt securities (including U.S. 
government securities), options on certain stock indexes and certain foreign 
currencies. In general, gain or loss on section 1256 contracts will be taken 
into account for tax purposes when actually realized. In addition, any section 
1256 contracts held at the end of a taxable year (and, for purposes of the 4% 
excise tax, on October 31 of each year) will be treated as sold at fair market 
value (that is, marked-to-market), and the resulting gain or loss will be 
recognized for tax purposes. Both the realized and the unrealized taxable 
year-end gain or loss positions will be treated as 60% long-term and 40% 
short-term capital gain or loss, regardless of the period of time that a 
particular position is actually held by the Fund.

Taxation of Shareholders

Dividends of investment income and distributions of short-term gain will be 
taxable to shareholders as ordinary income for Federal income tax purposes, 
whether received in cash or reinvested in additional shares. Distributions of 
long-term capital gain will be taxable to shareholders as long-term capital 
gain, whether paid in cash or reinvested in additional shares, and regardless 
of the length of time that the shareholder has held his/her shares of the 
Fund.

Dividends of investment income (but not distributions of capital gain) from 
the Fund generally will qualify for the Federal dividends-received deduction 
for corporate shareholders to the extent that the dividends do not exceed the 
aggregate amount of dividends received by the Fund from domestic corporations. 
If securities held by the Fund are considered to be "debt-financed" 
(generally, acquired with borrowed funds) or are held by the Fund for less 
than 46 days (91 days in the case of certain preferred stock), the portion of 
the dividends paid by the Fund that corresponds to the dividends paid with 
respect to the securities will not be eligible for the corporate dividends-
received deduction.

If the Fund is the holder of record of any stock on the record date for any 
dividends payable with respect to such stock, such dividends must be included 
in the Fund's gross income as of the later of (a) the date that such stock 
became ex-dividend with respect to such dividends (i.e., the date on which a 
buyer of the stock would not be entitled to receive the declared, but unpaid, 
dividends) or (b) the date that the Fund acquired such stock. Accordingly, in 
order to satisfy its income distribution requirements, the Fund may be 
required to pay dividends based on anticipated earnings, and shareholders may 
receive dividends in an earlier year than would otherwise be the case.

Capital Gains Distribution

In general, a shareholder who redeems or exchanges his or her shares will 
recognize long-term capital gain or loss if the shares have been held for more 
than one year, and will recognize short-term capital gain or loss if the 
shares have been held for one year or less. If a shareholder receives a 
distribution taxable as long-term capital gain with respect to shares of the 
Fund and redeems or exchanges the shares before he or she has held them for 
more than six months, however, any loss on the redemption or exchange that is 
less than or equal to the amount of the distribution will be treated as a 
long-term capital loss.

Backup Withholding

If a shareholder fails to furnish a correct taxpayer identification number, 
fails fully to report dividend and interest income, or fails to certify that 
he or she has provided a correct taxpayer identification number and that he or 
she is not subject to "backup withholding," then the shareholder may be 
subject to a 31% Federal backup withholding tax with respect to (a) dividends 
and distributions and (b) the proceeds of any redemptions or exchanges of Fund 
shares. An individual's taxpayer identification number is his or her social 
security number. The backup withholding tax is not an additional tax and may 
be credited against a shareholder's regular Federal income tax liability.


ADDITIONAL INFORMATION

The Trust is organized as an unincorporated business trust under the laws of 
the Commonwealth of Massachusetts pursuant to an Agreement and Declaration of 
Trust dated June 2, 1983 (the "Trust Agreement") which was amended and 
restated on November 5, 1992. On October 4, 1989, the Trust and the Fund 
changed their names from American Telecommunications Trust and Income 
Portfolio Shares to SLH Telecommunications Trust and SLH Telecommunications 
Fund, respectively. On August 27, 1990, July 30, 1993 and October 14, 1994, 
the Trust and the Fund changed their names to Shearson Lehman Brothers 
Telecommunications Trust and Telecommunications Fund, Smith Barney Shearson 
Telecommunications Trust and Smith Barney Shearson Telecommunications Fund, 
and Smith Barney Telecommunications Trust and Smith Barney Telecommunications 
Fund, respectively.

PNC Bank National Association is located at 17th and Chestnut Streets, 
Philadelphia, PA 19103 and serves as the custodian of the Trust investments 
pursuant to a custody agreement.  Under the custody agreement, PNC holds the 
Trust's securities and keeps all necessary accounts and records. For its 
services, PNC receives a monthly fee based upon the Trust's month-end market 
value of securities held in custody and also receives securities transaction 
charges including out-of-pocket expenses. PNC is authorized to establish 
separate accounts for foreign securities owned by the Trust to be held with 
foreign branches of other United States banks as well as with certain foreign 
banks and securities depositories. The assets of the Trust are held under bank 
custodianship in compliance with the 1940 Act.

First Data is located at Exchange Place, Boston, Massachusetts 02109 and 
serves as the Trust's transfer agent. Under the transfer agency agreement, 
First Data maintains the shareholder account records for the Trust and handles 
certain communications between shareholders and the Trust. For these services, 
First Data receives a monthly fee computed on the basis of the number of 
shareholder accounts that it maintains for the Trust during the month and is 
reimbursed for out-of-pocket expenses.

FINANCIAL STATEMENTS

The Fund's Annual Report for the fiscal year ended December 31, 1996 is 
incorporated herein by reference in its entirety.




APPENDIX

The following is a description of the two highest ratings categories of NRSROs 
for commercial paper:

The rating A-l is the highest commercial paper rating assigned by S&P. Paper 
rated A-1 must have either the direct credit support of an issuer or guarantor 
that possesses excellent long-term operating and financial strength combined 
with strong liquidity characteristics (typically, such issuers or guarantors 
would display credit quality characteristics which would warrant a senior bond 
rating of AA- or higher), or the direct credit support of an issuer or 
guarantor that possesses above average long-term fundamental operating and 
financing capabilities combined with ongoing excellent liquidity 
characteristics. Paper rated A-1 must have the following characteristics: 
liquidity ratios are adequate to meet cash requirements; long-term senior debt 
is rated A or better; the issuer has access to at least two additional 
channels of borrowing; basic earnings and cash flow have an upward trend with 
allowance made for unusual circumstances; typically, the issuers industry is 
well established and the issuer has a strong position within the industry; and 
the reliability and quality of management are unquestioned.

The rating Prime-l is the highest commercial paper rating assigned by Moody's. 
Among the factors considered by Moody's in assigning ratings are the 
following: (a) evaluation of the management of the issuer; (b) economic 
evaluation of the issuer's industry or industries and an appraisal of 
speculative-type risks which may be inherent in certain areas; (c) evaluation 
of the issuers products in relation to competition and customer acceptance; 
(d) liquidity; (e) amount and quality of long-term debt; (f) trend of earnings 
over a period of ten years; (g) financial strength of a parent company and the 
relationship which exists with the issuer; and (h) recognition by the 
management of obligations which may be present or may arise as a result of 
public interest questions and preparations to meet such obligations.

Short-term obligations including commercial paper rated A-l+ by IBCA Limited 
or its affiliate, IBCA Inc., are obligations supported by the highest capacity 
for timely repayment. Obligations rated A-l -have a very strong capacity for 
timely repayment. Obligations rated A-2 have a strong capacity for timely 
repayment, although such capacity may be susceptible to adverse changes in 
business,economics or financial conditions.

Fitch Investors Services, Inc. employs the rating F-1+ to indicate issues 
regarded as having the strongest degree of assurance for timely payment. The 
rating F-1 reflects an assurance of timely payment only slightly less in 
degree than issues rated F-1+, while the rating F-2 indicates a satisfactory 
degree of assurance for timely payment, although the margin of safety is not 
as great as indicated by the F-1+ and F-l categories.

Duff & Phelps Inc. employs the designation of  Duff 1 with respect to top 
grade commercial paper and bank money instruments. Duff 1+ indicates the 
highest certainty of timely payments: short-term liquidity is clearly 
outstanding, and safety is just below risk free U.S. Treasury short-term 
obligations. Duff 1- indicates high certainty of timely payment. Duff 2 
indicates good certainty of timely payment: liquidity factors and company 
fundamentals are sound.

The Thomson BankWatch ("TBW") Short-Term Ratings apply to commercial paper, 
other senior short-term obligations and deposit obligations of the entities to 
which the rating has been assigned, and apply only to unsecured instruments 
that have a maturity of one year or less.

TBW-1	The highest category; indicates a very high degree of 
likelihood that principal and interest will be paid on a 
timely basis.

TWB-2	The second highest category; while the degree of safety 
regarding timely repayment of principal and interest is 
strong, the relative degree of safety is not as high as for 
issues rated "TBW- 1".


 SMITH BARNEY TELECOMMUNICATIONS TRUST PART C

Item 24.  Financial Statements and Exhibits

(a)  Financial Statements:

          Included in Part A:

          Financial Highlights

           Included in Part B:

                The Registrant's Annual Reports for the fiscal  year ended 
December 31, 1996 and the reports of Independent Accountants are incorporated 
by reference to the definitive 30b2-1 filed on March 13, 1997 as accession 
numbers 91155-97-000143.

(b)  Exhibits

       All references are to the Registrant's registration statement on Form 
N-1A (the "Registration Statement")  as filed with the Securities and Exchange 
Commission (the "SEC") on September 14, 1983, (File Nos. 2-86519 and 811-
3736). 

 (1)	(a)	Registrant's Second Amended and Restated Master Trust Agreement 
and Declaration of Trust is incorporated by reference to Post-Effective 
Amendment No. 14 as filed on April 27, 1993.
	
	(b)	Amendment No. 1 to the Second Amended and Restated Master Trust 
Agreement is incorporated by reference to Registrant's Post-Effective 
Amendment No. 18 as filed on February 28, 1995.

	(c)	Amendment No. 2 to the Second Amended and Restated Master Trust 
Agreement is incorporated by reference to Registrant's Post-Effective 
Amendment No. 18 as filed on February 28, 1995

	(d)	Amendment No. 3 to the Second Amended and Restated Master Trust 
Agreement is incorporated by reference to Registrant's Post-Effective 
Amenddment No. 18 as filed on February 28, 1995.
	
 (2)      Registrant's By-Laws are incorporated by reference to the 
Registration Statement.

 (3)      Not Applicable.

(4)  	Specimen Share Certificate for the Income Fund is incorporated by 
reference to the Registration Statement.

(5) 	(a) 	Investment Advisory Agreements between the Registrant and Smith 
Barney Strategic Advisers, Inc. dated  June 16, 1994 and July 27, 1994 are 
incorporated by reference to Registrant's Post-Effective Amendment No. 18 as 
filed on February 28, 1995.

	(b)	Sub-Investment Advisory Agreement between the Registrant, Smith 
Barney Strategy Advisers Inc. and the Boston Company Inc.dated June 16, 1994 
and July 27, 1994  are incorporated by reference to Registrant's Post-
Effective Amendment No. 18 as filed on February 28, 1995

(6)	Distribution  Agreement  between the Registrant and Smith Barney Inc. is 
incorporated  by  reference to the Post-Effective Amendment No. 15 to the 
Registration Statement as filed on July 30, 1993.

 (7)      Not Applicable.

 (8) 	Custodian Agreement between the Registrant and PNC Bank, National 
Association ("PNC Bank") is filed 	herewith

 (9)	 (a) Transfer Agency Agreement dated August 2, 1993 between the 
Registrant and First Data Investors Services Group (formerly the Shareholder 
Services Group, Inc.) is incorporated by reference to Post-Effective Amendment 
No. 15 to the Registration Statement..

      	(b) Administration Agreement dated April 21, 1994  between the 
Registrant and Smith Barney Mutual Funds Management Inc. (formerly Smith 
Barney Advisers, Inc.) is incorporated  by  reference  to Post-Effective 
Amendment No. 18 to the Registration Statement.

	
(10)	Opinion filed with Registrant's Rule 24f-2 notice as Accession 
No.0000091155-97-000097 is incorporated 	by reference.

(11) 	Consent of KPMG Peat Marwick Llp is filed herewith.

(12) 	Not Applicable.

(13) 	Not Applicable.

(14)	Not Applicable.

(15)  Services and Distribution Plan pursuant to Rule 12b-1 between Registrant 
on behalf of Smith Barney Telecommunications Income Fund is incorporated by 
reference to Post-Effective Amendment No.16 to the Registration Statement.

(16) Performance Data for Registrant is incorporated by reference to Post-
Effective Amendments No. 5 to the Registration Statement filed on May 1, 1988 

(17) Financial Data Schedule is filed herewith

(18) Plan pursuant to Rule 18f-3 is incorporated by reference to the Post-
Effective Amendment No. 19 to the registration Statement as filed on December 
26, 1995. 

Item 25   Persons Controlled by or Under Common Control with Registrant

     None.


Item 26   Number of Holders of Securities

      (2)            (1)

                     Number of Record Holders by Class
Title of Class           as of March 31, 1997

Shares of beneficial Interest $.001 par value

	Income Funds         Class A: 1,742

Item 27          Indemnification

The response to  this item is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 to the Registration Statement.

Item 28(a)      Business  and  Other  Connections  of Investment Adviser

Investment Adviser - - Smith Barney Mutual Funds Management Inc. ("SBMFM") 
SBMFM, formerly known as Smith Barney Advisers, Inc. SBMFM was incorporated in 
December 1968 under the laws of the State of Delaware.  SBMFM is a wholly 
owned subsidiary  of Smith Barney Holdings Inc.  ("Holdings") (formerly  known 
as  Smith Barney Shearson  Holdings Inc.), which in turn is a wholly owned 
subsidiary of Travelers Group Inc. (formerly known as Primerica Corporation) 
("Travelers"). SBMFM is registered as an investment adviser  under the 
Investment Advisers Act of 1940 (the "Advisers Act"). 

The list required by this Item 28 of officers and directors of SBMFM and 
Strategy Advisers, together with information as to any other business, 
profession, vocation or employment of a substantial nature engaged in by such 
officers and directors during the past two years, is incorporated by reference 
to Schedules A and D of FORM ADV filed by SBMFM on behalf of Strategy Advisers 
pursuant to the Advisers Act (SEC File No. 801-8314).

Prior to the close of business on July 30, 1993, (the "Closing"), Shearson 
Lehman Investment Strategy Advisors Inc. ("Shearson Lehman Strategy 
Advisors"), was a wholly owned subsidiary of Shearson Lehman Brothers and 
served as the Registrant's investment adviser.  On the Closing, Travelers and 
Smith Barney Inc. acquired the domestic retail brokerage and asset management 
business of Shearson Lehman Brothers which included the business of the 
Registrant's prior investment adviser.  Information as to any past business 
vocation or employment of a substantial nature engaged in by officers and 
directors of Shearson Lehman Investment Strategy Advisors can be located in 
Schedules A and D of FORM ADV filed by Shearson Lehman Investment Strategy 
Advisors prior to July 30, 1993 (SEC File No. 801-28715).

Item  28(b)      Business  and  Other Connections  of Investment Adviser

Sub-Investment Adviser  - The Boston Company Advisors, Inc. ("Boston 
Advisors")

Boston Advisors is a wholly owned subsidiary of The Boston Company, Inc., 
which is in turn a wholly owned subsidiary of Mellon Bank Corporation 
("Mellon").  Mellon is a publicly owned multibank holding company registered 
under the Federal bank Holding Company Act of 1956 and through its 
subsidiaries Mellon provides a comprehensive range of financial products and 
services in domestic and selected international markets.  Boston Advisors is 
an investment adviser registered under the Investment  Advisers Act of 1940 
(the "Advisers  Act")and serves as investment counsel for individuals with 
substantial capital, executors, trustees and institutions.  It also serves as 
investment adviser, administrator or sub-administrator to numerous investment 
companies.

The list required by this Item 28 of officers and directors of Boston 
Advisers, together with information as to any other business, profession, 
vocation or employment of a substantial nature engaged in by such officers and 
directors during  the past  two years, is incorporated  by reference to 
Schedules A and D of FORM ADV filed by Boston Advisors pursuant to the 
Advisers Act (SEC File No. 801- 14158).


Item 29.     Principal Underwriters

Smith  Barney Inc. ("Smith Barney") also acts as principal underwriter for 
Smith Barney Money Funds, Inc.; Smith Barney Muni Funds; Smith Barney Funds, 
Inc., Smith Barney Variable Account Funds; Smith Barney Intermediate Municipal 
Fund, Inc., Smith Barney Municipal Fund, Inc., High Income Opportunity Fund 
Inc., Smith Barney/Travelers Series Fund Inc., Smith Barney World Funds, Inc., 
Greenwich Street California Municipal Fund Inc., The Inefficient Fund, Inc., 
Smith Barney Adjustable Rate Government Income Fund, Smith Barney Equity 
Funds, Smith Barney Income Funds, Smith Barney Massachusetts Municipals Fund, 
Zenix Income Fund Inc., Smith Barney Arizona Municipals Fund Inc., Smith 
Barney Principal Return Fund, Municipal High Income Fund Inc., The Trust for 
TRAK Investments, Smith Barney Series Fund, Smith Barney Income Trust, Smith 
Barney Oregon Municipals Fund Inc., Smith Barney Municipal Money Market Fund, 
Inc., Smith Barney Aggressive Growth Fund Inc., Smith Barney Appreciation Fund 
Inc., Smith Barney California Municipals Fund Inc., Smith Barney Fundamental 
Value Fund Inc., Smith Barney Managed Governments Fund Inc., Smith Barney 
Managed Municipals Fund Inc., Smith Barney New York Municipals Fund., Smith 
Barney New Jersey Municipals Fund Inc., Smith Barney Precious Metals and 
Minerals Fund Inc., Smith Barney Investment Funds Inc., Smith Barney FMA 
Trust, The Italy Fund Inc., Smith Barney Telecommunications Trust, Managed 
Municipals Portfolio Inc., Managed Municipals Portfolio II Inc., Smith Barney 
Florida Municipal Fund, Managed High Income Portfolio Inc. On June 1, 1994, 
Smith Barney changed its name from Smith Barney Shearson Inc. to its current 
name. The information required  by this Item 29 with respect to each director, 
officer and partner of  Smith Barney is incorporated by reference to Schedule 
A of FORM BD filed by Smith Barney pursuant to the Securities Exchange Act of 
1934 (SEC File No. 812-8510).

Item 30   Location of Accounts and Records

          (1)  Smith Barney Inc.
               388 Greenwich Street
               New York, New York  10013

          (2)  Smith Barney Telecommunications Trust
               388 Greenwich Street
               New York, New York  10013

          (3)  Smith Barney Mutual Funds Management Inc.
               388 Greenwich Street
               New York, New York  10013

 ..........(4)  Boston Company Advisors, Inc..
               One Boston Place
               Boston, Massachusetts  02155

          (5)  PNC Bank, National Association
               17th and Chestnut Streets 
               Philadelphia, PA  19103

          (6)  First Data Investor Services Group, Inc.
               One Exchange Place
               Boston, Massachusetts  02109

Item 31   Management Services

          Not Applicable.

Item 32   Undertakings

	None

 SIGNATURES
      Pursuant to the requirements of the Securities Act of 1933, as  amended, 
and the Investment Company Act of 1940, as amended, the Registrant, SMITH 
BARNEY TELECOMMUNICATIONS TRUST, has duly caused this Amendment to the 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, all in the City of New York, State of New York on 
the 29th day of April, 1997.

                   SMITH BARNEY INCOME FUNDS

 By: /s/ Heath B.McLendon*
          Heath B. McLendon, Chairman of the Board


      Pursuant to the requirements of the Securities Act of 1933, as  amended,  
this  Post-Effective Amendment to the Registration Statement has been signed 
below by the following persons   in the capacities and on the dates indicated.

Signature  				Title				 Date


/s/ Heath B. McLendon* 			 Chairman of the Board		 04/29/97
Heath B. McLendon  			 (Chief Executive Officer)

/s/  Lewis  E.  Daidone* 			 Senior Vice President and 	 
04/29/97
Lewis E. Daidone  			Treasurer (Chief Financial
 					and Accounting Officer)

/s/ Paul R. Ades* 			Trustee				04/29/97
Paul Ades

/s/ Herbert Barg* 			Trustee				04/29/97
Herbert Barg

/s/ Alger B. Chapman*			 Trustee				04/29/97
Alger B. Chapman

/s/ Dwight B. Crane	* 		Trustee				04/29/97
Dwight B. Crane

/s/ Frank G. Hubbard* 			Trustee				04/29/97
Frank G. Hubbard

/s/ Ken Miller*				Trustee				04/29/97
Ken Miller

/s/ John F. White*			Trustee				04/29/97
John F. White

*  Signed by Heath McLendon, their duly authorized attorney-in-fact, pursuant 
to power of attorney dated October 20, 1993.

/s/ Heath McLendon
Heath McLendon




EXHIBITS


Exhibit No.         Description of Exhibits

	          	Custodian Agreement
		
		Consent of Auditors

         		Financial Data Schedule

          		Cover Letter to SEC