As filed with the Securities and Exchange Commission
on June 9, 1998
Registration No.  2-96408 
811-4254

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.    49    

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

Amendment No.     50    [X]

SMITH BARNEY INCOME FUNDS
(Exact name of Registrant as Specified in Charter)

388 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (Zip Code)

(212)816-6474
(Registrant's telephone number, including Area Code)

Christina T. Sydor
Secretary

Smith Barney Income Funds
388 Greenwich Street
New York, New York 10013, 22nd Floor
(Name and address of agent for service)

(Approximate Date of Proposed Public Offering): Continuous


It is proposed that this filing becomes effective (check appropriate 
box):

   
[  ]  Immediately upon filing pursuant to paragraph b
[X]   on June 15, 1998 pursuant to paragraph b
[  ]  60 days after filing pursuant to paragraph (a)(1)
[  ]  on (date) pursuant to paragraph (a)(1)
[  ]  75 days after filing pursuant to paragraph (a)(2)
[  ]  on (date) pursuant to paragraph (a) (2) of Rule 485
    

If appropriate, check the following box:

[  ]  This post-effective amendment designates a new effective date 
for a previously filed post-effective amendment

Title of Securities Being Registered: Shares of Common Stock/Shares 
of Beneficial Interest 


SMITH BARNEY INCOME FUNDS

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 INCOME FUNDS

	FORM  N-1A CROSS REFERENCE SHEET
	Pursuant to Rule 495(a) 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

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

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

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

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	Holders of Securities
    Management of the Trust and the 
    Funds 

16. Investment Advisory and	Management of the Trust and
     Other Services	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 
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 INCOME FUNDS

PART A


SMITH BARNEY PREMIUM TOTAL RETURN FUND (the "Fund")

Supplement dated June 15, 1998 to the Prospectus
Dated April 29, 1998


	The following information supplements, and to the extent 
inconsistent therewith, supercedes the information in the 
Prospectus under "Prospectus Summary-Alternative Purchase 
Arrangements."

CLASS L SHARES.	Class L shares are sold 
at net asset value plus an initial sales 
charge of 1%.  They are subject to an 
annual service fee of 0.25% and an annual 
distribution fee of 0.75% of the average 
daily net assets of the Class.  Investors 
pay a CDSC of 1% if they redeem Class L 
shares within 12 months of purchase.

The following information supplements, and to the extent 
inconsistent therewith, supercedes the information in the 
Prospectus under "Prospectus Summary-The Fund's Expenses."


THE FUND'S EXPENSES  The following expense table lists the costs and 
expenses an investor will incur either directly or indirectly as 
a shareholder of the Fund, based on the maximum sales charge or 
maximum CDSC that may be incurred at the time of purchase or 
redemption and the Fund's operating expenses for its most recent 
fiscal year:


Smith Barney Premium Total
Return Fund  
                  Class   Class  Class Class  Class
                  A       B      L***  O****  Y
Shareholder 
Transaction 
Expenses
Maximum sales 
charge imposed
on purchases 
(as a percentage
of offering 
price)            5.00%  None  1.00%  1.00%   None
Maximum CDSC 
(as a percentage
of original cost
or redemption 
proceeds, 
whichever is
lower)           None*   5.00%  1.00%  1.00%  None


Annual Fund 
Operating Expense
(as a percentage
of average net
assets)
Management fees  0.75%  0.75%  0.75%  0.75%  0.75%
12b-1 fees**     0.25   0.75   1.00   0.70   None
Other expenses   0.11   0.10   0.11   0.11   0.01

TOTAL FUND 
OPERATING 
EXPENSES        1.11%  1.60%  1.86%  1.56%  0.76%

* Purchase of Class A shares of $500,000 or more will be made at 
net asset value with no sales charge, but will be subject to a 
CDSC of 1.00% on redemptions made within 12 months of 
purchase.
**	Upon conversion of Class B shares to Class A shares, such 
shares will no longer be subject to a distribution fee.  Class 
L and Class O shares do not have a conversion feature and, 
therefore, are subject to an ongoing distribution fee.  As a 
result, long-term shareholders of Class L and Class O shares 
may pay more than the economic equivalent of the maximum 
front-end sales charge permitted by the National Association 
of Securities Dealers, Inc.
*** Class L  shares "Other Expenses" have been estimated because 
no Class L shares were outstanding during the fiscal year 
ended December 31, 1997
****Class O shares were formerly designated Class C Shares.  
Class O shares are available to purchase only by former Class 
C shareholders.  Purchasers of Class O shares will be subject 
to a 1% sales charge after June 25, 1999.

EXAMPLE

	The following example is intended to assist an investor in 
understanding the various costs that an investor in the Fund will 
bear directly or indirectly.  The example assumes payment by the 
Fund of operating expenses at the levels set forth in the table 
above.  See "Purchase of Shares," "Redemption of Shares" and 
"Management of the Fund."

Smith Barney
Premium Total Return Fund

An investor would pay the following expenses on a $1,000 
investment, assuming (1) 5.00% annual return and (2) redemption 
at the end of each time period:

               1         3         5        10
              year      years      years    years*
Class A	$61         $84       $108      $178 
Class B	66           80         97       177
Class L	29           58        101       218
Class O	26           49         85       186
Class Y	8            24         42        94

An investor would pay the following expenses on the same 
investment, assuming the same annual return and no redemption:
               1         3         5        10
              year      years      years    years*
Class A	$61         $84       $108       $178 
Class B	 16          50         87        177
Class L	 19          58        101        218
Class O	 16          49         85        186
Class Y	 8           24         42         94


* Ten-year figures assume conversion of Class B shares to Class 
A shares at the end of the eighth year following the date of 
purchase.

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.


The following information supplements, and to the extent 
inconsistent therewith, supercedes the information in the 
Prospectus under "Exchange Privilege."


Class L and Class O shares may be 
exchanged with Class L shares of other 
Smith Barney Mutual Funds.

The following information supplements, and to the extent 
inconsistent therewith, supercedes the information in the 
Prospectus under "Additional Information."


Class L shares are subject to the same 
terms and conditions as other classes of 
the Fund as outlined in the Prospectus.



The Prospectus of the Premium Total Return Fund, a Series of
the Smith Barney Income Funds, filed on April 24, 1998 with
Post-Effective Amendment No. 48 to the Fund's Registration Statement
on form N-1A (Accession No. 0000091155-98-000282) is incorporated
by reference in its entirety.

Part B

The Statement of Additional Information of the Premium Total
Return Fund, a Series of the Smith Barney Income Funds,
filed on April 24, 1998 with Post-Effective Amendment No. 48 to the
Fund's Registration Statement on form N-1A (Accession No.
0000091155-98-000282) is incorporated by reference in its entirety.


SMITH BARNEY INCOME FUNDS
PART B


SMITH BARNEY INCOME FUNDS
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 July 
31, 1997 and the Report of Independent Auditors dated September 
15, 1997 are incorporated by reference to the Definitive 30b2-1 
filed on September 30, 1997 as Accession #0000091155-97-000435.

The Registrant's Annual Report (Smith Barney Premium Total 
Return Fund) for the fiscal year ended December 31, 1997 and the 
Report of Independent Auditors dated February 10, 1998 are 
incorporated by reference to the Definitive 30b2-1 filed on 
March 26, 1998 as Accession #0000091155-98-000200.

Included in Part C:

(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 March 13, 1985 
(File Nos. 2-96408 and 811-4254).

(1)	Registrant's First Amended and Restated Master Trust 
Agreement dated November 5, 1993 and Amendment No. 1 to 
the Master Trust Agreement dated July 30, 1993 are 
incorporated by reference to Post-Effective Amendment No. 
36.

(2)	Registrant's By-Laws are incorporated by reference to the 
Registration Statement.

(3)	Not Applicable.

    
   
(4)	Registrant's form of stock certificate for Smith Barney 
Total Return Bond Fund Class A, Class B, Class C and Class 
Y shares of beneficial interest is filed herewith.
    
(5)(a)    Transfer of Investment Advisory Agreements between the 
Registrant and Smith Barney Mutual Funds Management with 
respect to Smith Barney Diversified Strategic Income Fund, 
Smith Barney Utilities Fund, Smith Barney Convertible 
Securities Fund, Smith Barney High Income Fund, Smith 
Barney Tax-Exempt Income Fund and Smith Barney Exchange 
Reserve Fund are incorporated by reference to Post-
Effective Amendment No. 40. 

(b)	Investment Advisory Agreement between Registrant and Smith 
Barney Strategy Advisers Inc. with respect to Smith Barney 
Premium Total Return Fund is incorporated by reference to 
Post-Effective Amendment No. 41 to the Registration 
Statement.

   
(c)	Form of Investment Management Agreement between Registrant 
and Mutual Management Corp. with respect to Smith Barney 
Total Return Bond Fund is filed herewith.
    

(d)	Sub-Investment Advisory Agreement among the Registrant, 
Smith Barney Strategy Advisers, Inc. and Boston Partners 
Asset Management, L.P. with respect to Smith Barney Premium 
Total Return Fund is incorporated by reference to Post-
Effective Amendment No. 41 to the Registration Statement.

(e)	Sub-Investment Advisory Agreement between the Registrant 
and Smith Barney Global Capital Management Inc. with 
respect to Smith Barney Diversified Strategic Income Fund 
is incorporated by reference to Post-Effective Amendment 
No. 40.

(6)(a)	Distribution Agreement between the Registrant and Smith 
Barney Inc. is incorporated by reference to the Post-
Effective Amendment No. 40.

(b)	Distribution Agreement between the Registrant and PFS 
Distributors, Inc. is incorporated by reference to Post-
Effective Amendment No. 43 to the Registration Statement.

(7)	Not Applicable.

(8)(a)	Custodian Agreement between the Registrant and PNC Bank, 
National Association ("PNC Bank") is incorporated by 
reference to Post-Effective Amendment No. 41 to the 
Registration Statement.

(b)	A form of Custodian Agreement between the Registrant and 
Chase Manhattan Bank is incorporated by reference to Post-
Effective Amendment No. 43 to the Registration Statement.

(9)(a)	Administration Agreement between the Registrant and MMC is 
incorporated by reference to Post-Effective Amendment No. 
40.

(b)	Transfer Agency and Registrar Agreement between the 
Registrant and First Data Investor Services Group, Inc., 
(formerly The Shareholder Services Group, Inc.) is 
incorporated by reference to Post-Effective Amendment No. 
40 to the Registration Statement.

(10)	Opinion of Counsel was filed with Registrant's 24f-2 
Notice on February 25, 1997 as accession number 
0000091155-97-000095.
   
(11)	Not applicable.
    
(12)	Not applicable.

(13)	Not applicable.

(14)	Not applicable.

(15)(a)	Services and Distribution Plans pursuant to Rule 
12b-1 between the Registrant on behalf of Smith Barney 
Diversified Strategic Income Fund, Smith Barney Utilities 
Fund, Smith Barney Convertible Securities Fund, Smith 
Barney High Income Fund, Smith Barney Premium Total Return 
Fund, Smith Barney Tax-Exempt Income Fund and Smith Barney 
Exchange Reserve Fund are incorporated by reference to 
Post-Effective Amendment No. 40.

(16)	Performance Data for Registrant is incorporated by 
reference to Post-Effective Amendments No. 14, 15 and 30 
to the Registration Statement filed on September 30, 1988, 
December 30, 1988 and January 29, 1992, respectively.
   
(17)	Not applicable.
    
(18)	Plan pursuant to Rule 18f-3 is incorporated by reference 
to Post-Effective Amendment No. 41 to the Registration 
Statement.

Item 25.  Persons Controlled by or Under Common Control with 
Registrant

None.

Item 26.  Number of Holders of Securities

   
(1) Title of Class			(2) 	Number of Record Holders
			 			by Class as of June 8, 1998

Beneficial Interest par value
$.001 per share


    
   
<TABLE>
<CAPTION>
<S>		<C>		<C>		<C>		<C>		<C>
Fund		Class A	Class B	Class C	Class Y	Class Z

Balanced 
Fund 		21,135	54,090	588		3		10

Convertible
Fund		 3,179	2,997		107		8		N/A

Diversified
Strategic
Income Fund	   17,469	98,928	5,043		9		7

Exchange 
Reserve
Fund		N/A		4,835		861		N/A		N/A

High Income
Fund		23,344	35,108	3,065		15		6

Municipal
High Income
Fund		7,311		12,431	46		3		N/A

Premium 
Total
Return 
Fund		47,404	160,350	8,622		10		N/A


Total Return
Bond Fund	1,673		4,250		847		0		N/A
</TABLE>
    




Item 27.  Indemnification

The response to this item is incorporated by reference to Registrant's 
Post-Effective Amendment No. 2 to the Registration Statement.

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

   
Investment Adviser - Mutual Management Corp. ("MMC")

MMC, formerly known as Smith Barney Mutual Funds Management 
Inc., was incorporated in December 1968 under the laws of the 
State of Delaware. MMC is a wholly owned subsidiary of Salomon 
Smith Barney Holdings Inc. ("Holdings") (formerly known as Smith 
Barney Holdings Inc.), which in turn is a wholly owned 
subsidiary of Travelers Group Inc. ("Travelers"), formerly known 
as Primerica Corporation. MMC 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 
MMC 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 
fiscal years, is incorporated by reference to Schedules A and D 
of FORM ADV filed by MMC pursuant to the Advisers Act (SEC File 
No. 801-14437).
    

Investment Adviser - Smith Barney Strategy Advisers Inc. ("Strategy 
Advisers")

   
Strategy Advisers was incorporated on October 22, 1986 under the 
laws of the State of Delaware. On June 1, 1994, Strategy 
Advisers changed its name from Smith Barney-Shearson Strategy 
Advisers Inc. to its current name. Strategy Advisers is a wholly 
owned subsidiary of MMC. Strategy Advisers is registered as an 
investment adviser under the Investment Advisers Act of 1940 
(the "Advisers Act"). Strategy Advisers is also registered with 
the Commodity Futures Trading Commission (the "CFTC") as a 
commodity pool operator under the Commodity Exchange Act (the 
"CEA"), and is a member of the National Futures Association (the 
"NFA").

The list required by this Item 28 of officers and directors of 
MMC 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, in incorporated b reference to 
Schedules A and D of FORM ADV filed by MMC on behalf of Strategy 
Advisers pursuant to the Advisers Act (SEC File No. 801-8314).
    

Sub-Investment Adviser - Boston Partners Asset Management, L.P. 
("Boston Partners")

Boston Partners was organized in April, 1995 under the laws of 
the State of Delaware as a Limited Partnership and provides a 
comprehensive range of financial products and services in 
domestic and selected international markets. Boston Partners is 
an investment adviser registered under the Investment Advisers 
Act of 1940 (the "Advisers Act") and provides investment advice 
to endowment plans, Taft Hartley Health and Welfare Plans, VEBAS 
and institutional clients. It also serves as investment adviser 
and sub-investment adviser to other investment companies.

The list required by this Item 28 of officers and directors of 
Boston Partners, 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 Partners pursuant to the Advisers Act 
(SEC File No. 801-49059).

Sub-Investment Adviser - Smith Barney Global Capital Management 
Inc. ("SBGCM")

SBGCM was incorporated on January 22, 1988 under the laws of the 
State of Delaware. SBGCM is an indirect wholly owned subsidiary 
of Holdings. SBGCM is an investment adviser registered with the 
Securities and Exchange Commission in the United States and with 
the Investment Management Regulatory  Organization Limited in 
the United Kingdom. SBGCM conducts its operations primarily in 
the United Kingdom.

The list required by this Item 28 of officers and directors of 
SBGCM, 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 SBGCM pursuant to the Advisers Act (SEC File No. 
801-31824).

Item 29.  Principal Underwriters

Smith Barney Inc. ("Smith Barney") currently acts as a 
distributor for Concert Investment Series; Concert 
Investment Series; Consulting Group Capital Markets 
Funds; Global Horizons Investment Series (Cayman 
Islands); Greenwich Street California Municipal Fund 
Inc.; Greenwich Street Municipal Fund Inc.; Greenwich 
Street Series Fund; High Income Opportunity Fund Inc.; 
The Italy Fund Inc.; Managed High Income Portfolio Inc.; 
Managed Municipals Portfolio II Inc.; Managed Municipals 
Portfolio Inc.; Municipal High Income Fund Inc.; Puerto 
Rico Daily Liquidity Fund Inc.; Smith Barney Adjustable 
Rate Government Income Fund; Smith Barney Aggressive 
Growth Fund Inc.; Smith Barney Appreciation Fund Inc.; 
Smith Barney Arizona Municipals Fund Inc.; Smith Barney 
California Municipals Fund Inc.; Smith Barney Concert 
Allocation Series Inc.; Smith Barney Small Cap Blend 
Fund, Inc.; Smith Barney Equity Funds; Smith Barney 
Fundamental Value Fund Inc.; Smith Barney Funds, Inc.; 
Smith Barney Income Funds; Smith Barney Institutional
Cash Management Fund, Inc.; Smith Barney Intermediate
Municipal Fund, Inc.; Smith Barney Investment Funds Inc.;
Smith Barney Investment Trust; Smith Barney Managed
Governments Fund Inc.; Smith Barney Managed Municipals 
Fund Inc.; Smith Barney Massachusetts Municipals Fund;
Smith Barney Money Funds, Inc.; Smith Barney Muni Funds;
Smith Barney Municipal Fund, Inc.; Smith Barney Municipal
Money Market Fund, Inc.; Smith Barney Natural Resources 
Fund Inc.; Smith Barney New Jersey Municipals Fund Inc.; 
Smith Barney Oregon Municipals Fund Inc.; Smith Barney Principal
Return Fund; Smith Barney Small Cap Blend Fund, Inc. 
Smith Barney Telecommunications Trust; Smith Barney 
Variable Account Funds; Smith Barney World Funds, 
Inc.; Smith Barney Worldwide Special Fund N.V. 
(Netherlands Antilles); Travelers Series Fund Inc.; The 
USA High Yield Fund N.V.; Worldwide Securities Limited  
(Bermuda); Zenix Income Fund Inc. and various series of 
unit investment trusts.

Smith Barney is a wholly owned subsidiary of Holdings. 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 Income Funds
388 Greenwich Street
New York, New York  10013

   
(3)	Mutual Management Corp.
388 Greenwich Street
New York, New York  10013
    

(4)	Boston Partners Asset Management, L.P.
One Financial Center
43rd floor
Boston, Massachusetts  02111

(5)	Smith Barney Global Capital Management Inc.
10 Piccadilly
London W1V 9LA
England

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

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

Item 31.  Management Services

Not Applicable.

Item 32.  Undertakings

(a)	The Registrant hereby undertakes to call a meeting of its 
shareholders for the purpose of voting upon the question of 
removal of a trustee or trustees of Registrant when requested in 
to do so by the holders of at least 10% of Registrant's 
outstanding shares. Registrant undertakes further, in connection 
with the meeting, to comply with the provisions of Section 16(c) 
of the 1940 Act relating to communications with the shareholders 
of certain common-law trusts.

	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 INCOME FUNDS, 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 9th day of June, 1998.     

	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	6/9/98
Heath B. McLendon	(Chief Executive Officer)

/s/Lewis E. Daidone	Senior Vice President and	6/9/98
Lewis E. Daidone	Treasurer (Chief Financial
	and Accounting Officer)

/s/Lee Abraham*	Trustee	6/9/98
Lee Abraham

/s/ Allan J. Bloostein*	Trustee	6/9/98
Allan J. Bloostein

/s/ Richard E. Hanson*	Trustee	6/9/98
Richard E. Hanson
    
* Signed by Heath B. McLendon, their duly authorized attorney-in-fact, 
pursuant to power of attorney dated September 4, 1996.

/s/Heath B. McLendon
Heath B. McLendon