Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 
1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [   ]

Check the appropriate box:

[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials	
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Smith Barney Income Funds
Name of Registrant as Specified in its Charter)

David Barnett
Name of Person Filing Proxy Statement

Payment of Filing Fee (Check appropriate box):
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Act Rule 
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[   ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

	(1) Title of each class of securities to which the 
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	(2) Aggregate number of securities to which transactions 
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computed 
pursuant to Exchange Act Rule 0-11:1
											

	(4) Proposed maximum aggregate value of transaction:
											

	[   ] Check box if any part of the fee is offset as provided 
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Act Rule 0-11(a)(2) and identify the filing for which the 
offsetting fee was 
paid previously. Identify the previous filing by registration 
statement 
number, or the form or schedule and the date of its filing.

	(1) Amount previously paid:
											
	(2) Form, schedule or registration statement no.:
										
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	(4) Date filed:
										
			
1.  Set forth the amount on which the filing fee is calculated and 
state how it 
was determined. 	

Dear Shareholder:

	I am writing to ask for your vote on an important matter 
that will affect your investment in the Smith Barney Utilities 
Fund (the "Fund").

	On February 27, 1998, the Board of Trustees of  the Fund 
voted in favor of certain changes to the Fund's investment 
objectives and investment policies.  We ask that you read the 
attached proxy statement carefully and send us your vote regarding 
these proposed changes before a special shareholders' meeting 
scheduled to be held on May 7, 1998.
	
	These proposed changes are in response to fundamental 
changes occurring in the utilities industry which have made it 
increasingly more difficult for the Fund to meet its current 
investment objective.  The utilities industry's new landscape 
involves increased consolidation and competition which has created 
significant and uncharacteristic volatility for utilities stocks.  
The increased volatility in this sector could lead the Fund to 
experience increased volatility.  In addition, market forces, 
regulatory changes and political pressures are forcing utility 
management teams to use their cash flow to design new business 
strategies causing a decline in dividend growth.

	If these recommendations are approved by shareholders, the 
Fund's primary investment objective of income and secondary 
objective of capital appreciation would be modified so that income 
and capital appreciation receive equal consideration.  The Board 
of Trustees also approved changing the Fund's investment policies 
so that the Fund would seek to achieve its objective by investing 
approximately 60% of its assets in equity securities and 
approximately 40% of its assets in fixed-income securities.  The 
Fund would no longer be required to invest in equity and debt 
securities of companies in the utilities industries.  In addition, 
up to 25% of the Fund's assets could be invested in high yield 
securities.

	In addition to recommending these changes to the Fund's 
investment objective and investment policies, the Fund's Board of 
Trustees has also recommended changing the Fund's name to the 
Smith Barney Balanced Fund.  This new name will better reflect the 
Fund's new investment style if the proposed changes are approved 
by shareholders.

	We ask that you review the attached proxy statement.  If you 
do not plan to attend the meeting, we ask that you complete, sign, 
date and return the proxy as soon as possible in the enclosed 
postage-paid envelope.  Thank you in advance for your attention 
and vote with regard to this important proposal. 

Sincerely,


Heath B. McLendon
Chairman




SMITH BARNEY INCOME FUNDS
388 Greenwich Street, New York, New York 10013
_____________________________

NOTICE OF MEETING OF SHAREHOLDERS OF 
SMITH BARNEY UTILITIES FUND
To Be Held On May 7, 1998
________________________

To Shareholders:

A meeting of Shareholders of the Smith Barney Utilities Fund (the 
"Fund"), a series of Smith Barney Income Funds (the "Trust") will be held on 
May 7, 1998 at 2:00 p.m. at 388 Greenwich Street, New York, New York, 22nd 
Floor, for the following purposes:


(1)	To approve or disapprove changes to the investment objective and 
certain investment policies of the Fund; and

(2)	To transact such other business as may properly come before the 
meeting or any adjournment thereof.

Shareholders of record at the close of business on March 16, 1998 will 
be entitled to vote at the meeting.

Please mark, date and sign the enclosed proxy and return it in the 
prepaid envelope enclosed for your convenience to insure that your shares are 
represented.  The prompt return of your proxy will save the expense of further 
mailings.  If you attend the meeting you may revoke your proxy and vote your 
shares in person if you wish.


	By Order of the Trustees

New York, New York	Christina T. Sydor
March 16, 1998	Secretary
_______________________________________

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  SHAREHOLDERS ARE 
URGED TO MARK, DATE, SIGN AND RETURN THE PROXY IN THE ENCLOSED PREPAID 
ENVELOPE.


INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance 
to you and avoid the time and expense to the Fund involved in validating your 
vote if you fail to sign your proxy card properly.

1. Individual Accounts:	Sign your name exactly 
as it appears in the registration on the proxy card.
 
2. Joint Accounts:	Either party may sign, 
but the name of the party signing should conform exactly to the name 
shown in the registration.
 
3. All Other Accounts:	The capacity of the 
individual signing the proxy should be indicated unless it is 
reflected in the form of registration.

For example:

Registration	Valid Signature

Corporate Accounts
(1) ABC Corp.  .	  ABC Corp.
(2) ABC Corp.  	  John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer  	  John Doe
(4) ABC Corp. Profit Sharing Plan  	  John Doe, Trustee

Trust Accounts
(1) ABC Trust  	  Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78	  Jane B. Doe

Custodian or Estate Accounts
(1) John B. Smith, Cust.
	f/b/o John B. Smith, Jr. UGMA	  John B. Smith
(2) Estate of John B. Smith  	  John B. Smith, 
Executor



PROXY STATEMENT
SMITH BARNEY INCOME FUNDS on behalf of
Smith Barney Utilities Fund
388 Greenwich Street
New York, New York 10013
______________________

SPECIAL MEETING OF SHAREHOLDERS
MAY 7, 1998
___________________________

This proxy statement is furnished in connection with the solicitation by 
the Board of Trustees (the "Trustees") of Smith Barney Income Funds (the 
"Trust") on behalf of its series, Smith Barney Utilities Fund (the "Fund") of 
proxies to be voted at a Special Meeting of Shareholders, and all adjournments 
thereof (the "Meeting") of the Fund, to be held at the offices of the Trust, 
388 Greenwich Street, New York, New York 10013 on the 22nd Floor, May 7, 1998, 
at 2:00 p.m.  The approximate mailing date of this proxy statement and 
accompanying form of proxy is March 18, 1998.

The primary purpose of the Meeting is to permit the Fund's shareholders 
to consider changes to the investment objective and investment policies of the 
Fund, as further discussed in this proxy statement.  Changes that are under 
consideration here are the ones for which the Investment Company Act of 1940, 
as amended, (the "1940 Act") would require shareholder approval.  The Trustees 
have fixed the close of business on March 16, 1998, as the record date (the 
"Record Date") for the determination of holders of shares of the Fund entitled 
to vote at the Meeting (the "Shares").  Shareholders of the Fund (the 
"Shareholders") on the Record Date will be entitled to one vote per share with 
respect to each proposal submitted to the Shareholders, with no Share having 
cumulative voting rights.


There are no persons who, to the knowledge of the Trust, owned 
beneficially more than 5% of the Fund's outstanding Shares as of the Record 
Date.  As of the Record Date, the officers and Trustees of the Trust 
beneficially owned less than 1% of the outstanding Shares of the Fund.


Voting

With respect to Proposal 1, the proposed changes to the Fund's 
investment policies will be implemented if the Proposal receives the 
affirmative vote of a "majority of the outstanding voting securities", which 
is defined under the 1940 Act as the lesser of (i) 67% or more of the voting 
securities of the Fund entitled to vote thereon present in person or by proxy 
at the Meeting, if the holders of more than 50% of the outstanding voting 
securities entitled to vote thereon are present in person or represented by 
proxy, or (ii)  more than 50% of the outstanding voting securities of the Fund 
entitled to vote thereon.  If an insufficient number of votes are received to 
approve the proposal, the Fund's current investment objective and policies 
will continue to be applied by management.

THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE FOR APPROVAL OF THE 
PROPOSED CHANGES TO THE FUND'S INVESTMENT OBJECTIVE AND INVESTMENT POLICIES.

With respect to Proposal 1, all Shares of the Fund will vote together as 
a single class.  All properly executed proxies received prior to the Meeting 
will be voted at the Meeting in accordance with the instructions marked 
thereon.  Each Share is entitled to one vote for the proposal and any 
fractional share is entitled to a proportionate fractional vote.  On the 
Record Date the Fund had _____________ shares of voting securities.

Proxies received prior to the Meeting on which no vote is indicated will 
be voted "for" the proposal.  For purposes of determining the presence of a 
quorum for transacting business at the Meeting, abstentions and broker "non-
votes" (that is, proxies from brokers or nominees indicating that such persons 
have not received instructions from the beneficial owner or other persons 
entitled to vote shares on a particular matter with respect to which the 
brokers or nominees do not have discretionary power) will be treated as shares 
that are present but which have not been voted.  The Shares represented by a 
proxy that represent a broker non-vote or an abstention will have the same 
effect as Shares voted "against" the proposal.  A majority of the outstanding 
Shares entitled to vote on the proposal must be present in person or by proxy 
to have a quorum to conduct business at the Meeting.

Shareholders who execute proxies may revoke them at any time before they 
are voted by filing with the Trust a written notice of revocation, by 
delivering a duly executed proxy bearing a later date or by attending the 
Meeting and voting in person.

In the event that a quorum is not present at the Meeting or in the event 
a quorum is present at the Meeting but sufficient votes to approve the 
proposal are not received, the persons named as proxies may propose one or 
more adjournments of the Meeting to permit further solicitation of proxies.  
In determining whether to adjourn the Meeting, the following factors may be 
considered:  the nature of the proposal that is the subject of the Meeting, 
the percentage of votes actually cast, the nature of any further solicitation 
and the information to be provided to shareholders.


PROPOSAL 1

TO APPROVE CHANGES TO THE FUND'S INVESTMENT OBJECTIVE AND INVESTMENT 
POLICIES

Summary of Proposal 

Currently, the Fund's primary investment objective is to seek current 
income by investing in equity and debt securities of utilities companies; 
long-term capital appreciation is a secondary objective.  Stocks of utilities 
companies have traditionally paid relatively high dividends which have tended 
to grow over the years.  Because of changes in the utilities industry 
discussed below, this may no longer be the case.  Management has, therefore, 
considered whether the present requirement that at least 65% of the Fund's 
assets be invested in debt and equities securities of utility companies 
continues to be in the best interests of shareholders.  The Fund's investment 
adviser, Mutual Management Corp. ("MMC" or alternatively "Management"), 
formerly known as Smith Barney Mutual Funds Management Inc., concluded that 
the interests of shareholders would be better served by broadening the 
category of securities in which the Fund may invest and modifying its 
investment objective.

Based upon this recommendation from MMC, the Board of Trustees voted in 
favor of, subject to approval by vote of shareholders, the following:

  1) Changing the Fund's investment objective so that income and capital 
appreciation receive equal consideration; and

 2) Changing the Fund's investment policies by imposing a target asset 
allocation of approximately 60% in equity securities and approximately 40% in 
fixed-income securities while no longer requiring the Fund to invest in equity 
and debt securities of companies in the utilities industries.

If the foregoing changes are approved by Shareholders, the Board of 
Trustees has voted to implement these additional changes which do not require 
Shareholder consideration.

A)  Increasing the portion of the Fund's assets invested in high yield 
securities from a maximum of 10% to a maximum of  25%.

B) Changing the name of the Fund to the Smith Barney Balanced Fund 
("Balanced Fund"). 

If approved by the Shareholders, it is anticipated that these changes 
would become effective on or about May 15, 1998.



Comparison Between Utilities Fund and Proposed Balanced Fund

Set forth below is a chart comparing the Fund's existing investment 
objective and primary investment policies to the proposed changes:
	

Utilities Fund

Balanced Fund

Investment Objective
Primary investment objective: 
current  income; secondary 
objective: capital appreciation
Income and capital 
appreciation

Primary Investments
65% of Fund assets in equity and 
debt securities of companies in 
the utilities industry, defined 
as those companies that are 
principally engaged (i.e., 50% 
of their assets, gross income or 
net profits result from utility 
operations or the company is 
regulated as a utility by a 
governmental agency) in the 
production and sale of electric 
and gas energy and companies in 
the communications field
Target allocation of 60% in 
equity securities and 40% in 
fixed-income securities; may 
invest a minimum of 50%, and 
a maximum of 70% in equity 
securities and a minimum of 
30%, and a maximum of 50%, 
in fixed-income securities; 
no requirement to invest in 
equity and debt securities 
of companies in the utility 
industry.

High Yield 
Securities
Up to 10% of the Fund's assets 
may be invested in high yield 
securities 
Up to 25% of the Balanced 
Fund's assets may be 
invested in high yield 
securities

Foreign Equity and 
Debt Securities
The Fund may purchase foreign 
securities or American 
Depository Receipts.
No Change

Futures and Related 
Options
The Fund may use financial 
futures, options on futures and 
options on securities and 
indices.  
No Change


Proposed Changes in the Investment Selection Process

Pursuant to the Board's proposal, the Fund would no longer be required 
to invest in equity and debt securities in the utility industry.  Instead, the 
Fund's equity investments would consist of primarily mid-and large-cap 
companies that exhibit growth and income characteristics.  In selecting 
securities for the Fund, MMC will evaluate factors favorable to achieving 
capital appreciation including specific financial characteristics of the 
issuer such as historical earnings growth, sales growth, profitability and 
return on equity.  The Fund will consider equity securities to include common 
stocks, preferred stocks, convertible securities and warrants.  When investing 
in convertible securities, MMC will look to the conversion feature and treat 
the securities as "equity securities."

The Fund's fixed-income investments would include a variety of income-
producing securities, such as U.S. government obligations, mortgage-backed 
securities, asset-backed securities and corporate debt obligations, including 
those of foreign issuers. The fixed-income management strategies would be 
driven by the shape of the yield curve and yield spread analysis.  The average 
maturity of these investments will average between 15 and 20 years.  Average 
duration will vary between 8 and 10 years.  Under the Board's proposal, up to 
a maximum of  25% of the Fund's total assets may be invested in fixed-income 
securities rated lower than Baa by Moody's Investor Services, Inc. or BBB by 
Standard  & Poor's Ratings Group.   

Reasons for the Proposal

The Board of Trustees has determined that the proposed changes in the 
investment objective and policies of the Fund would be in the best interests 
of shareholders. During the course of several meetings MMC and the Board of 
Trustees discussed the fundamental changes occurring in the public utilities 
sector and their impact on utilities stocks.  At a February 4, 1998, Board 
meeting,  MMC outlined how recent legislative and regulatory changes have 
increased competition in the utilities industry, introducing a degree of 
uncertainty to companies in this sector which had traditionally been quite 
stable as a result of their protected monopoly status. As utilities companies 
have begun to respond to this deregulation, the performance of their stocks 
has become more volatile.  Moreover, market forces, regulatory changes and 
political pressures are causing utility management teams to use their cash 
flow to design new business strategies and focus on managing their businesses 
for total return. This will result in a decline in dividend growth for the 
utility industry.  MMC informed the Board that these developments could make 
it increasingly difficult for a fund solely investing in utilities stocks to 
deliver consistent and growing income in the future.  

At the conclusion of the February 4, 1998, Board meeting, MMC informed 
the Board that based on these fundamental changes to the utilities sector, it 
was in the process of developing  a proposal to: 1) modify the Fund's 
investment objective so that income and capital appreciation would receive 
equal consideration and 2) broaden the Fund's investment policies to provide 
the Fund with the ability to invest in other market sectors.  MMC stated that 
it would report back to the Board once it had finalized its proposal and had 
determined precisely how the structure of the Fund should be changed.  

At a Board of Trustees meeting held on February 27, 1998, MMC formally 
proposed changing the Fund's investment objective such that income and capital 
appreciation would receive equal consideration.  To achieve this objective, 
Management recommended imposing a target asset allocation of 60% of its total 
assets in equity securities and 40% of its total assets in fixed-income 
securities, without any requirement that the Fund purchase companies engaged 
in the utility industry. The Fund would have the additional flexibility to 
invest a minimum of  50%, and a maximum of 70%, of its total assets in equity 
securities and a minimum of 30%, and a maximum of 50%  of its total assets in 
fixed-income securities. MMC also recommended that the fixed-income portion of 
the Fund be modified to allow up to 25% of the Fund's assets to be invested in 
high yield securities.

Management believes that by allowing the Fund to purchase securities 
outside the utility industries it can offer Shareholders a fund that provides 
access to many more investment opportunities and which is more diversified. 
Consequently, a Shareholder's investment in the Fund would become less 
dependent upon the success of one sector. The Fund would not be prevented from 
participating in the utilities sector, rather the Fund's focus would be 
broadened to include investment opportunities in other industries.  MMC noted 
that the proposed target asset allocation would not represent a dramatic 
change from the Fund's historic allocation between equity and fixed-income 
securities.  Allowing the Fund to have the flexibility to invest within 10% 
plus or minus the target asset allocation would enhance MMC's ability  to 
react more quickly to market changes. MMC informed the Board that increasing 
the high yield portion to a maximum of 25% would increase the Fund's exposure 
to what are commonly referred to as "junk bonds."   Management advised the 
Board that although these securities are more speculative with respect to the 
issuer's capacity to pay interest and repay principal, they offer shareholders 
a greater potential for realizing current income.  Management believes that 
the broadening of the Fund's investment focus would therefore necessitate a 
balancing of the Fund's investment objective so that individual securities can 
be evaluated for purposes of income and capital appreciation.   
 
Based on MMC's review of the utilities industry and a belief that 
Shareholders would be better served by a fund offering greater 
diversification, the Board unanimously approved and recommended that the 
proposed changes to the Fund's investment objective and investment policies be 
submitted for Shareholder approval.  The Board also unanimously approved, 
subject to shareholders approving the above modifications, changing the Fund's 
name to the Smith Barney Balanced Fund.  MMC has advised that if the proposals 
are approved by Shareholders, it  would be required to restructure the Fund 
and divest many holdings in the utility industries.  This restructuring of the 
Fund would likely result in the realization of short- and long-term capital 
gains for shareholders.  However, the Board of Trustees has determined that 
the long-term result of changing the Fund's investment objectives and polices 
outweighs the tax consequences of restructuring the Fund. 

The Trustees unanimously recommend that you vote "FOR" the
proposed investment objective and investment policy changes.

SHAREHOLDER PROPOSALS


The Trust is not generally required to hold annual or special 
shareholders' meetings.  Shareholders wishing to submit proposals for 
inclusion in a proxy statement for a subsequent Shareholders' meeting should 
send their written proposals to the Secretary of the Fund at the address set 
forth on the cover of this proxy statement.  Proposals must be received at a 
reasonable time prior to the date of a meeting of Shareholders to be 
considered for inclusion in the materials for a Fund's meeting   Timely 
submission of a proposal doe not however, necessarily mean that such proposal 
will be included.

SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

Shareholders holding at least 10% of the Fund's outstanding voting 
securities (as defined in the 1940 Act) may require the calling of a meeting 
of shareholders for the purpose of voting on the removal of any Board member 
of the Fund.  Meetings of shareholders for any other purpose also shall be 
called by the Trustees when requested in writing by shareholders holding at 
least 10% of the shares outstanding or, if the Trustees shall fail to call or 
give notice of any meeting of shareholders for a period of 30 days after such 
application, shareholders holding at least 10% of the shares outstanding may 
call and give notice of such meeting.

OTHER MATTERS TO COME BEFORE THE MEETING

The Trustees do not intend to present any other business at the meeting. 
	

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL 
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT) 
TO A SHAREHOLDER OF THE FUND UPON REQUEST.  ANY SUCH REQUEST SHOULD BE 
DIRECTED TO THE TRUST BY CALLING 1-800-451-2010 OR BY WRITING TO THE TRUST AT 
388 GREENWICH STREET, NEW YORK, NEW YORK 10013.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  SHAREHOLDERS WHO DO 
NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGES TO COMPLETE, SIGN, DATE 
AND RETURN EACH PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID 
ENVELOPE.


                        FORM OF PROXY CARD


PLEASE VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

NOTE:  YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED BELOW.

Please fold and detach card at perforation before mailing.

SMITH BARNEY INCOME FUNDS - SMITH BARNEY UTILITIES FUND (the "Fund")
MEETING:  MAY 7, 1998 AT 2:00 PM
PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of the Fund referenced above hereby
appoints Heath B. McLendon, Christina T. Sydor and David A. Barnett
attorneys with full powers of substitution and revocation, to represent
the undersigned and to vote on behalf of the undersigned all shares of the
Fund that the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of the Fund, 388
Greenwich Street, New York, New York, at the date and time indicated
above and at any ad

Date:                                        1998

PLEASE SIGN IN BOX BELOW

Please sign exactly as your name appears on this Proxy.  If joint owners,
EITHER may sign the Proxy.  When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your
full title.

PLEASE VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

NOTE:  YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE.

Please vote by filling in the boxes below.

Please fold and detach card at perforation before mailing.

FOR                       AGAINST			  	ABSTAIN

To approve or disapprove changes to the investment objective and certain
investment policies of the Fund; and

To transact such other business as may properly come before the meeting or any
adjournment thereof