SMITH BARNEY HIGH INCOME FUND
SMITH BARNEY DIVERSIFIED STRATEGIC INCOME FUND  

Supplement dated October 8, 1997
to the Prospectuses dated November 28, 1996


	The following information supplements, and to the extent inconsistent
 therewith, supersedes, the information set forth in the prospectuses under
"Certain Investment Guidelines." 

	Illiquid Securities.  Up to 15% of the Fund may be invested in illiquid
 securities. The Fund's investments in illiquid securities are subject to
 the risks that these securities may not be transferable and, if 
transferable, there may be no ascertainable market for them.  Accordingly,
should the Fund desire to sell any of these securities, it may be legally
unable to do so, or unable to do so at a price that the Fund deems
representative of their value.

	In addition, the Fund may invest up to 5% of its assets in the securities of
 issuers that have been in continuous operation for less than three years. 
 The Fund may also borrow from banks for temporary or emergency purposes, but
 not for investment purposes, in an amount up to 10% of its total assets, and
 may pledge its assets to the same extent in connection with such borrowings.
 Whenever these borrowings exceed 5% of the value of the Fund's total assets,
 the Fund will not make any additional investments.  Immediatly after any
 borrowing (including reverse repurchase agreements and forward roll
 transactions) by the Fund, the Fund will maintain
asset coverage of at least 300% with respect to all of its borrowings.
 Except for the limitations on borrowing, the investment guidelines set 
forth below in this paragraph may be changed at any time without shareholder
consent by vote of the Trust's Board of Trustees.  A complete list of 
investment restrictions that identifies additional restrictions that cannot 
be changed without the approval of a majority of the Fund's outstanding
shares is contained in the Statment of Additional Information.

	The following information supplements and to the extent inconsistent
 therewith supersedes the information contained in the Smith Barney
 Diversified Strategic Income Fund Prospectus under the section "Risk Factors
 and Special Considerations- Non-Publicly Traded and Illiquid Securities" and
 the Smith Barney High Income Fund Prospectus under the section "Additional
 Investments-Non-Publicly Traded and Illiquid Securities."
 
	Rule 144A Securities.  The Portfolio may purchase Rule 144A Securities,
 which are unregistered securities restricted to purchase by "qualified 
institutional buyers" pursuant to Rule 144A under the 1933 Act.  Because 
Rule 144A Securities are freely transferable among qualified institutional 
buyers, a liquid market may exist among such buyers.  The Board of Trustees 
has adopted guidelines and delegated to management the daily function of 
determining and monitoring liquidity of Rule 144A securities.  However, the
Board of Trustees maintains sufficient oversights and is ultimately responsible
for the liquidity determinations.  Investments in restricted securities such as
Rule 144A securities could have the effect of increasing the level of
illiquidity in the Portfolio to the extent that there is temporarily no 
market for these securities among qualified institutional buyers. 

FD 01335
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