SMITH BARNEY INCOME FUNDS
SMITH BARNEY EQUITY FUNDS

Supplement dated June 12, 1998
to the Prospectuses+ 

The following information supplements, and to the extent inconsistent 
therewith, replaces the information contained in the Prospectuses. 

Effective immediately, Class C shares will be renamed Class L shares.
Effective June 15, 1998, Class L shares will be sold at net asset 
value per share plus a maximum initial sales charge of 1.00% (except for 
the Smith Barney Exchange Reserve Fund which will continue to have no 
initial sales charge). 

Class L Share Expenses:

The following expense table lists the costs and expenses an investor 
will incur either directly or indirectly as a Class L shareholder 
of the Funds shown below, based on the maximum sales charge and maximum 
CDSC that may be incurred at the time of purchase or redemption and,
unless otherwise noted, each Fund's operating expenses for its 
most recent fiscal year:


Diversified 
Strategic 
Income 
Fund

High 
Income 
Fund

Total 
Return 
Bond 
Fund**

Municipal 
High 
Income 
Fund

Exchange 
Reserve 
Fund

Concert 
Social 
Awareness 
Fund

Shareholder Transaction Expenses


Maximum sales charge imposed 
on purchases (as a percentage  
of offering price)

1.00%
1.00%
1.00%
1.00%
None
1.00%

Maximum CDSC
(as a percentage of original 
cost or 
redemption proceeds, whichever 
is lower)

1.00%
1.00%
1.00%
1.00%
None
1.00%

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


Management fees

0.65%
0.70%
0.65%
0.60%
0.50%
0.75%

12b-1 fees *

0.70
0.70
0.70
0.70
0.50
1.00

Other expenses

0.11
0.08
0.12
0.10
0.16
0.18

TOTAL FUND OPERATING EXPENSES

1.46%
1.48%
1.47%
1.40%
1.16%
1.93%


EXAMPLE 
 
    The following example is intended to assist an investor in understanding
the various costs that an investor in Class L shares of the Funds 
shown below will bear directly or indirectly. The example assumes 
payment by each Fund of operating expenses at the levels set forth
in the preceding table. See "Purchase of Shares," "Redemption of
Shares" and "Management of the Fund" in the accompanying Prospectus for
more information.
 

Diversified 
Strategic 
Income 
Fund

High 
Income 
Fund

Total 
Return 
Bond Fund

Municipal  
High 
Income 
Fund

Exchange 
Reserve 
Fund

Concert 
Social 
Awareness 
Fund

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


1 year

$35
$35
$35
$34
$32
$39

3 years

56
56
56
54
46
70

5 years

89
90
89
86
73
113

10 years

183
185
184
176
149
233

An investor would pay the 
following expenses
on the same investment, assuming 
the same
annual return and no redemption: 


1 year

$25
$25
$25
$24
$22
$29

3 years

56
56
56
54
46
70

5 years

89
90
89
86
73
113

10 years

183
185
184
176
149
233

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, 
each 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. 

Purchase of Shares:
Until June 25, 1999 purchases of Class L shares by investors who were
holders of Class C shares of any Smith Barney Mutual Fund 
on June 12,1998 will not be subject to the 1% front-end sales charge.

+Prospectuses Dated:
  Concert Social Awareness Fund	May 29, 1998
  Smith Barney Diversified Strategic Income Fund	November 28, 1997
  Smith Barney High Income Fund	November 28, 1997
  Smith Barney Total Return Bond Fund	January 21, 1998
  Smith Barney Municipal High Income Fund	  November 28, 1997
  Smith Barney Exchange Reserve Fund    	November 28, 1997
*Class L shares do not have a conversion feature and, therefore, are 
subject to an ongoing distribution fee. As a result, long term 
shareholders of Class L shares may pay more than the economic 
equivalent of the maximum front-end sales charge permitted by 
the National Association of Securities Dealers, Inc. 
** Other expenses have been estimated because no Class C shares 
were outstanding during the Fund's fiscal year ended July 31, 1997. 


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