SMITH BARNEY
TELECOMMUNICATIONS TRUST

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

PROSPECTUS	April 30, 1998

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 (the SAI) dated April 30, 1998, 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 SAI 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
MUTUAL MANAGEMENT CORP. 
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.

	


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.................................................................
 ..........................
7
Redemption of 
Shares...................................................................
 .................................................................
1
0
Telephone Redemption and Exchange Program...............................
1
0
Minimum Account 
Size.....................................................................
 ............................................................
1
1
Valuation of 
Shares...................................................................
 ....................................................................
1
1
Exchange 
Privilege................................................................
 .........................................................................
1
2
Dividends, Distributions and 
Taxes....................................................................
 ............................................
1
4
Additional 
Information..............................................................
 .....................................................................
1
5

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, Mutual Management 
Corp. ("MMC") (formerly known as Smith Barney Mutual Funds Management Inc.) 
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 SAI.





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 		0.17%
	Total Fund Operating Expenses		0.92%

	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 MMC 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	$51	$113
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 three year period ended December 31, 1997 
has been audited by KPMG Peat Marwick LLP, independent auditors, whose report 
thereon appears in the Fund's Annual Report dated December 31, 1997.  The 
following information for the fiscal years ended December 31, 1988 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:


1997
1996
1995
1994
1993
1992
Net Asset Value, Beginning 
of Year
$104.62
$119.69
$95.62
$107.62
$102.67
$110.75
Income (Loss) From 
Operations:






Net investment income
2.83
3.12
3.58
4.02
3.94
4.91
Net realized and 
unrealized gain/(loss)
43.05
(5.35)
35.57
(5.91)
12.30
6.79
Total Income (Loss) From 
Operations
45.88
(2.23)
39.15
(1.89)
16.24
11.70
Less Distributions From:






Net investment income
(2.83)
(3.12)
(3.58)
(4.05)
(4.42)
(4.55)
Net realized gains
(13.61)
(9.72)
(11.50)
(6.06)
(6.87)
(15.23)
Total Distributions
(16.44)
(12.84)
(15.08)
(10.11)
(11.29)
(19.78)
Net Asset Value, End of 
Year
$134.06
$104.62
$119.69
$95.62
$107.62
$102.67
Total Return
45.11%
(1.45)%
42.93%
(1.83)%
16.00%
10.89%
Net Assets, End of Year 
(millions)
$73
$63
 $75
     $61
     $72
     $71
Ratios to Average Net 
Assets:






Expenses
0.92%
0.90%
0.95%
0.95%
0.93%
0.92%
Net investment income
2.35
2.80
3.23
3.80
3.47
4.41
Portfolio Turnover Rate
0%
0%
0%
0%
0%
2%
Average commissions paid 
per share on equity 
transactions (1)

$0.05

$0.05

$0.06

--

--

--

(1) As of September 1995, the SEC instituted new guidelines requiring the 
disclosure of average commissions per share.



For a share of beneficial interest outstanding throughout each year:


         
1991
        1990
        1989
       1988
Net Asset Value, Beginning of 
Year
$129.06
$140.93
$99.10
$90.28
Income (Loss) From 
Operations:
5.74



Net investment income
(2.20)
6.10
5.18
5.55
Net realized and unrealized 
gain/loss
3.54
(8.98)
45.31
9.66
Total Income (Loss) From 
Operations

(2.88)
50.49
15.21
Less Distributions From:




Net investment income
(6.05)
(5.79)
(5.85)
(5.40)
Net realized gains
(14.62)
(3.20)
(2.81)
(0.99)
Total Distributions
(21.85)
(8.99)
(8.66)
(6.39)
Net Asset Value, End of Year
$110.75
$129.06
$140.93
$99.10
Total Return*
3.30%
(1.80)%
52.11%
17.12%
Net Assets, End of Year 
(millions)
      $79
$95
    $110
     $83
Ratios to Average Net Assets:




Expenses
0.90%
0.92%
0.89%
0.95%
Net investment income
4.57%
4.81%
4.32%
5.70%
Portfolio Turnover Rate
        18%
3%
5%
3%





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, 1998 of approximately 
$100.5 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, 1997, is 
included in the Annual Report dated December 31, 1997. 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-- MMC

MMC, 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.  
For administration services rendered, the Fund pays MMC a monthly fee at the 
annual rate of 0.20% of the value of the Fund's average daily net assets.

On April 6, 1998, Travelers announced that it had entered into a Merger 
Agreement with Citicorp.  The transaction, which is expected to be completed 
during the third quarter of 1998, is subject to various regulatory approvals, 
including approval by the Federal Reserve Board.  The transaction is also 
subject to approval by the stockholders of each of Travelers Group and 
Citicorp.  Upon consummation of the merger, the surviving corporation would 
be a bank holding company subject to regulation under the Bank Holding 
Company Act of 1956 (the BHCA), the requirements of the Glass-Steagall Act 
and certain other laws and regulations.  Although the effects of the merger 
of Travelers and Citicorp and compliance with the requirements of the BHCA 
and the Glass-Steagall Act are still under review, Smith Barney Strategy 
Advisers, Inc. does not believe that its compliance with applicable law 
following the merger of Travelers and Citicorp will have a material adverse 
effect on its ability to continue to provide the Fund with the same level of 
investment advisory services that it currently receives.

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 a nationally recognized statistical 
rating organization (NRSRO) (such as 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 in the top two ratings categories for 
short-term debt securities by an NRSRO (such as 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. Consistent with applicable regulatory 
requirements, the Fund is authorized to lend securities that it holds to 
brokers, dealers and other financial organizations.  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.

Year 2000.  The investment management services provided to the Fund by MMC 
and the services provided to shareholders by Smith Barney, the Funds 
Distributor, depend on the smooth functioning of their computer systems.  
Many computer software systems in use today cannot recognize the year 2000, 
but revert to 1900 or some other date, due to the manner in which dates were 
encoded and calculated.  That failure could have a negative impact on the 
Funds operations, including the handling of securities trades, pricing and 
account services.  MMC and Smith Barney have advised the Fund that they have 
been reviewing all of their computer systems and actively working on 
necessary changes to their systems to prepare for the year 2000 and expect 
that their systems will be compliant before that date.  In addition, MMC has 
been advised by the Funds custodian, transfer agent and accounting service 
agent that they are also in the process of modifying their systems with the 
same goal.  There can, however, be no assurance that MMC, Smith Barney or any 
other service provider will be successful, or that interaction with other 
non-complying computer systems will not impair Trust services at that time.

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 receipt 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
		Westborough, 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 $10,000, 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 $10,000 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 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 4:00 p.m. (Eastern Standard 
Time) on any day the NYSE is open.  Redemption requests received 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 4:00 p.m. (Eastern Standard 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. Exchanges 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

Concert Peachtree Growth Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Fundamental Value Fund Inc.
Smith Barney Large Cap Blend Fund
Smith Barney Large Capitalization Growth Fund
Smith Barney Managed Growth Fund
Smith Barney Natural Resources Fund
Smith Barney Small Cap Blend Fund, Inc.
Smith Barney Special Equities Fund
		

Growth and Income Funds

	Concert Social Awareness Fund
Smith Barney Convertible Fund
Smith Barney Funds, Inc. -- Large Cap Value 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 Fund
Smith Barney Funds, Inc. -- U.S. Government Securities Fund
Smith Barney Government Securities Fund
Smith Barney High Income Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Managed Governments Fund Inc.
	Smith Barney Total Return Bond Fund

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 Municipal High Income Fund
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund

Global-International Funds

Smith Barney Hansberger Global Small Cap Value Fund
Smith Barney Hansberger Global Value Fund
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. -- Global 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

The Funds policy is to declare and pay quarterly dividends from its net 
investment income.  Dividends from net realized capital gains, if any, will 
be distributed annually.  The Fund may also pay additional dividends shortly 
before December 31 from certain amounts of undistributed ordinary income and 
capital gains realized, in order a Federal excise tax liability.  If a 
shareholder does not otherwise instruct, dividends and capital gain 
distributions will be automatically reinvested in additional shares of the 
Fund at net asset value, without a sales charge.

The following is a summary of the material federal tax considerations 
affecting the Fund and Fund shareholders. Please refer to the SAI for further 
discussion.  In addition to the considerations described below and in the 
SAI, there may be other federal, state, local, and/or foreign tax 
applications to consider.  Because taxes are a complex matter, prospective 
shareholders are urged to consult their tax advisors for more detailed 
information with respect to the tax consequences of any investment.

The Fund intends to qualify, as it has in prior years, under the Code for tax 
treatment as a regulated investment company.  In each taxable year that the 
Fund qualifies, so long as such qualification is in the best interests of its 
shareholders, the Fund will pay no federal income tax on its net investment 
company taxable income and long-term capital gain that is distributed to 
shareholders.

Dividends paid from net investment income and net realized short-term 
securities gain, are subject to federal income tax as ordinary income.  
Distributions, if any, from net realized long-term securities gains, derived 
from the sale of securities held by the Fund for more than one year, are a 
taxable as long-term capital gains, regardless of the length of time a 
shareholder has owned Fund shares.

Shareholders are required to pay tax on all taxable distributions, even if 
those distributions are automatically reinvested in additional Fund shares.  
A portion of the dividends paid by the Fund may qualify for the corporate 
dividends received deduction.  Dividends consisting of interest from U.S. 
government securities may be exempt from state and local income taxes.  The 
Fund will inform shareholders of the source and tax status of all 
distributions promptly after the close of each calendar year.

A shareholders gain or loss on the disposition of Fund shares (whether by 
redemption, sale or exchange), generally will be a long-term or short-term 
gain or loss depending on the length of time the shares had been owned at 
disposition.  Losses realized by a shareholder on the disposition of Fund 
shares owned for six months or less will be treated as a long-term capital 
loss to the extent a capital gain dividend had been distributed on such 
shares.

The Fund is required to withhold (backup withholding) 31% of all taxable 
dividends, capital gain distributions, and the proceeds of any redemption, 
regardless of whether gain or loss is realized upon the redemption, for 
shareholders who do not provide the Fund with a correct taxpayer 
identification number (social security or employer identification number).  
Withholding from taxable dividends and capital gain distributions also is 
required for shareholders who otherwise are subject to backup withholding.  
Any tax withheld as a result of backup withholding does not constitute an 
additional tax, and may be claimed as a credit on the shareholders federal 
income tax return.

No person has been authorized to give any information or to make 
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.


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  4/98


9

16

SMITH BARNEY
TELECOMMUNICATIONS TRUST


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



STATEMENT OF ADDITIONAL INFORMATION 	April 30, 1998

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, 1998, as amended or supplemented from time 
to time, and should be read in conjunction with the Prospectus of the Fund.  
The Funds 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 (the SAI), 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	
5
Redemption of Shares	
11
Valuation of Shares	
11
Exchange Privilege	
11
PerformanceData.................................................
12
Taxes (See in the Prospectus Dividends, Distributions 
and Taxes)	

13
Additional Information	
15
Financial Statements	
15
Appendix	
16


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

Mutual Management Corp.
(MMC) (formerly known as Smith Barney Mutual 
Fund Management, Inc.)	


Administrator


The Boston Company Asset Management, Inc.
(TBCAM)	


Sub-Investment 
Adviser 
PNC Bank, National Association
(PNC)	

Custodian

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



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 58). Partner in the law firm of Murov & Ades. His 
address is 272 South Wellwood Avenue, Lindenhurst, New York 11757.

Herbert Barg, Trustee (Age 75). Private investor. His address is 273 
Montgomery Avenue, Bala Cynwyd, Pennsylvania 19004.

Dwight B. Crane, Trustee (Age 60). 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 60). 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 64). 
Managing Director of Smith Barney, Chairman of Smith Barney Strategy Advisers 
Inc. and President of MMC; 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 56). President of Young Stuff Apparel Group, Inc. 
His address is 1407 Broadway, 6th Floor, New York, New York 10018.

Jerome Miller, Trustee (Age 60).  Retired, Former President, Asset Management 
Group of Shearson Lehman Brothers.  His address is 27 Hemlock Road, 
Manhasset, New York, NY  11030.

Jack White, (Trustee Emeritus) (age 80).  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.

Lewis E. Daidone, Senior Vice President and Treasurer (age 40). Managing 
Director of Smith Barney; Director and Senior Vice President of MMC.  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 47). Managing Director of Smith Barney, 
General Counsel and Secretary of MMC. Ms. Sydor also serves as Secretary of 
42 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 Funds outstanding shares as of April 8, 1998.

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, 1997, such fees and 
expenses totaled $10,097.

For the calendar year ended December 31, 1997, 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)	
5,200
$ 49,000
Herbert Barg (20)	
5,200
101,600
Alger B. Chapman (9)*	     
3,725
53,925
Dwight B. Crane (26)	
5,100
133,850
Frank G. Hubbard (5)	
5,200
52,000
Heath B. McLendon (42)	
N/A
                      
N/A
Jerome Miller (5)...............................
0
12,400
Ken Miller (5)	
5,200
52,000
John F. White (5)**	
5,200
52,000
________________________
(#)	Number of director/trusteeships held with mutual funds in the Smith Barney 
Mutual Funds family.
*Mr. Chapmans resigned from the Board of Trustees effective June 20, 1997.
**Mr. White has deferred $5,200 of aggregate compensation from the Trust and 
$52,000 of compensation from the fund complex.


Upon attainment of age 80 Trustees are required to change to emeritus status.  
Trustees 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 Trustees, together with 
reasonable out-of-pocket expenses for each meeting attended.  During the 
Trusts last fiscal year aggregate compensation paid by the Trust to Trustees 
emeritus totaled $390.  Effective February 6, 1998, Mr. White became a 
Director Emeritus.


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 
Trusts 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 
Salomon 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 
Funds average daily net assets.  For the fiscal years ended December 31, 
1995, December 31, 1996 and December 31, 1997, the Fund paid SBSA $373,600, 
$369,448, and $367,532 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 Trusts 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 Funds 
average daily net assets.  For the fiscal years ended December 31, 1995 
December 31, 1996 and December 31, 1997, TBCAM received $186,800, $184,724 
and $183,766 respectively in sub-investment advisory fees.  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 Funds average daily 
net assets. 


Administrator-- MMC

MMC serves as administrator to the Fund pursuant to a written agreement dated 
April 21, 1994 (the Administration Agreement), which was first approved by 
the Trusts Board of Trustees, including a majority of the Trustees who are 
not interested persons of the Fund or MMC, on April 21, 1994. The services 
provided by MMC under the Administration Agreement are described in the 
Prospectus under Management of the Trust and the Fund.  MMC pays the salary 
of any officer or 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, MMC 
receives a fee at the annual rate of 0.20% of the value of the Funds average 
daily net assets. For the fiscal years ended December 31, 1995, December 31, 
1996 and December 31, 1997, the Fund paid MMC $135,855, $134,345,and 
$133,648, 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.

MMC 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 Funds 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, MMC 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 MMC 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. 

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 Trusts independent auditor to examine and report on the 
Trusts financial statements and highlights for the fiscal year ending 
December 31, 1998. 

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Lending of Portfolio Securities
Consistent with applicable regulatory requirements, the Fund has the ability 
to lend its portfolio securities to brokers, dealers and other financial 
organizations.  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 
Funds 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 Trusts 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.

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 in the top two ratings 
categories for short-term debt securities by a nationally recognized 
statistical rating organization (NRSRO)  (such as A-2, A-1 or A-1+ by 
Standard & Poors Ratings Group (S&P) or Prime-2 or Prime-l by Moodys 
Investors Service, Inc, (Moodys)) or, if unrated, are issued by companies 
having an outstanding unsecured debt issue currently rated within the two 
highest ratings of by an NRSRO (such as S&P or Moodys). A discussion of S&P 
and Moodys 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 
issuers 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.  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 Trusts 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 6 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 7 through 13 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) Purchase or sell real estate, real estate mortgages, commodities 
or commodity contracts, but this restriction shall not prevent 
the Fund from (a) investing in securities of issuers engaged in 
the real estate business or the business of investing in real 
estate (including interests in limited partnerships owning or 
otherwise engaging in the real estate business or the business of 
investing in real estate) 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 held; 
(c) trading in futures contracts and options on futures contracts 
(including options on currencies to the extent consistent with 
the Funds investment objective and policies); or (d) investing in 
real estate investment trust securities. 
 
(2) 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.

(3) 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, to the fullest extent 
permitted under the 1940 Act.

(4) Borrow money, except that (a) 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, and (b) the Fund may, to the 
extent consistent with its investment policies, enter into 
reverse repurchase agreements, forward roll transactions and 
similar investment strategies and techniques. To the extent that 
it engages in transactions described in (a) and (b), the Fund 
will be limited so that no more than 33 1/3% of the value of the 
Funds total assets (including the amount borrowed) valued at the 
lesser of cost or market, less liabilities (not including the 
amount borrowed) valued at the time the borrowing is made, is 
derived from such transactions.
 
(5) 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.
 
(6) Issue senior securities as defined in the 1940 Act and the rules, 
regulations and orders thereunder, except as permitted under the 
1940 Act and rules, regulations and orders thereunder.

(7) 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.
 
(8) Purchase securities of companies for the purpose of exercising 
control.
 
(9) 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.
 
(10) 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 portfolios 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.)
 
(11) Invest in puts, calls, straddles, spreads, and any combination 
thereof (except in connection with the writing of covered call 
options).
 
(12) Invest in oil, gas or other mineral exploration or development 
programs.
 
(13) 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.
 
 
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 Funds 
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 1997 and 1996 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 Trusts 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 dealers mark-up or mark-down. 
For the 1997, 1996, and 1995 fiscal years, the Fund paid total brokerage 
commissions of $11,603, $14,543 and $13,538, respectively.

In executing portfolio transactions and selecting brokers or dealers, it is 
the Funds 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 Trusts 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 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 1997, 1996 and 1995 
fiscal years, brokerage commissions of $4,190, $5,343 and $5,960, 
respectively, were paid by the Fund to Smith Barney. The amount of brokerage 
commissions paid to Smith Barney for the 1997 fiscal year represented 36% of 
the total brokerage commissions paid by the Fund and Smith Barney effected 
63% 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 Funds 
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 Funds shareholders.

Distributions in Kind

If the Trusts 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 Funds 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 Funds 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 Years Day, Martin Luther King Jr. 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 Trusts 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 Trusts 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 Funds shares.  Such performance information may include the 
following industry and financial publications:  Barrons, 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 the Fund describes the expenses or 
performance of a Class, it will also disclose such information for the other 
Classes.

Yield

The Funds 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, and 
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 
Funds yield will tend to be somewhat higher than prevailing market rates, and 
in periods of rising interest rates, the Funds 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 Funds 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 12/31/97
										
			One Year 	Five Year	Ten Year 	

			45.11%		18.40%	  	16.65%	 	
		



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). 

Generally, the Funds return on its investments will be considered to be 
qualified income under the 90% Test. 

Tax Status of the Funds 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 Funds 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 Funds 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. For individuals, the maximum rate 
for long-term capital gains is 28% (20% if the shares have been held for more 
than 18 months).  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 individuals 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 shareholders 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 
Trusts securities and keeps all necessary accounts and records. For its 
services, PNC receives a monthly fee based upon the Trusts 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 Trusts 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 Funds Annual Report for the fiscal year ended December 31, 1997 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 Moodys. 
Among the factors considered by Moodys in assigning ratings are the 
following: (a) evaluation of the management of the issuer; (b) economic 
evaluation of the issuers 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.

Fitch IBCA, Inc. short term ratings apply to debt obligations that are 
payable on demand or have original maturities of generally up to three years, 
including commercial paper, certificates of deposit, medium-term notes, and 
municipal and investment notes.  The short-term rating places greater 
emphasis than a long-term rating on the existence of liquidity necessary to 
meet financial commitment in a timely manner. Fitchs short-term rates are as 
follows: F1+  indicates issues regarded as having the strongest capacity for 
timely payments of financial commitments.  The + denotes an exceptionally 
strong credit feature. The rating F1 reflects issues regarded as having the 
strongest capacity for timely payment of financial commitments while the 
rating F-2 indicates a satisfactory capacity for timely payment of financial 
commitments, but the margin of safety is not as great as in the case of the 
higher ratings.

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.


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