SMITH BARNEY INCOME FUNDS 
on behalf of the
Smith Barney Premium Total Return Fund

Supplement dated April 21, 1999
to Prospectus dated April 29, 1998

At a meeting of the Board of Trustees of Smith Barney Income 
Funds (the "Trust") held on April 15, 1999, the Trustees approved 
an interim sub-advisory contract and subject to shareholder 
approval, a new Sub-Advisory Agreement ("Agreement"), subject to 
shareholder approval, with Salomon Brothers Asset Management 
Inc. ("SaBAM"), on behalf of Smith Barney Premium Total Return 
Fund (the "Fund").  SaBAM is an affiliate of SSBC Fund Management 
Inc. ("SSBC"), the Fund's adviser.  The Trustees also approved 
the termination of the current sub-advisory agreement with Boston 
Partners Asset Management LP ("Boston Partners"). The interim 
sub-advisory agreement will commence on April 26 and will 
terminate on the later of 120 days or upon shareholder approval 
of the Agreement. If the 120 days expires without shareholder 
approval of the Agreement, SSBC would manage the Fund without the 
assistance of a sub-adviser until the Board determines that 
additional action is appropriate. Both the interim sub-advisory 
agreement and the Agreement obligate the sub-adviser to provide 
investment advisory services. The interim agreement is identical 
to the current sub-advisory agreement with Boston Partners in all 
material respects. There are no material changes in its terms and 
conditions and no change in fees. The Agreement would provide for 
fees to be paid by the adviser to the sub-adviser at a rate to be 
agreed upon from time to time but in no instance to exceed the 
fees currently being paid to the adviser.

Ross Margolies, a Managing Director of SaBAM and senior portfolio 
manager for all SaBAM U.S. equity, convertibles and arbitrage 
portfolios will serve as the Fund's portfolio manager under both 
the interim agreement and the Agreement if approved by 
shareholders. Mr. Margolies has over 18 years of investment 
management experience and has been with SaBAM since 1992. SaBAM 
employs a team approach utilizing its investment resources and 
currently manages $27.6 billion in separate accounts, mutual 
funds, partnerships and variable annuities. 

At the meeting the Trustees also approved certain changes to the 
non-fundamental investment policies of the Fund. Those changes 
would increase up to 35% the amount of assets the Fund may invest 
in (a) medium or low rated securities or unrated securities (b) 
interest-paying debt securities, such as obligations issued or 
guaranteed as to principal and interest by the U.S. government 
and (c) other fixed income securities. In addition, the Trustees 
approved the use of futures contracts and options on futures 
contracts as set forth below.

The Fund may enter into transactions in futures contracts and 
options on futures only (i) for bona fide hedging purposes (as 
defined in Commodities Futures Trading Commission regulations), 
or (ii) for non-hedging purposes, provided the aggregate initial 
margin and premiums on such non-hedging positions do not exceed 
5% of the liquidation value of the Fund's assets.

Futures contracts provide for the future sale by one party and 
purchase by another party of a specified amount of a specific 
security at a specified future time and at a specified price.  
The primary purpose of entering into a futures contract by the 
Fund is to protect the Fund from fluctuations in the value of 
securities without actually buying or selling the securities.  
The Fund may enter into futures contracts and options on futures 
to seek higher investment returns when a futures contract is 
priced more attractively than stocks comprising a benchmark 
index, to facilitate trading or to reduce transactions costs.  
The Fund will only enter into futures contracts and options on 
futures contracts that are traded on a domestic exchange or board 
of trade.  Assets committed to futures contracts will be 
segregated to the extent required by law.

Among the several risks accompanying the utilization of futures 
contracts and options on futures contracts are the following: 
First, the successful use of futures and options is dependent 
upon the ability of the adviser to predict correctly movements in 
the stock market or in the direction of interest rates.  These 
predictions involve skills and techniques that may be different 
from those involved in the management of investments in 
securities.  If the prices of the underlying commodities move in 
an unanticipated manner, the Fund may lose the expected benefit 
of these futures or options transactions and may incur losses.  
Second, positions in futures contracts and options on futures 
contracts may be closed out only by entering into offsetting 
transactions on the exchange where the position was entered into 
(or through a linked exchange), and as a result of daily price 
fluctuation limits there can be no assurance the offsetting 
transaction could be entered into at an advantageous price at a 
particular time.  Consequently, the Fund may realize a loss on a 
futures contract or option that is not offset by an increase in 
the value of its portfolio securities being hedged or the Fund 
may not be able to close a futures or options position without 
incurring a loss in the event of adverse price movements.

The above information supplements and to the extent inconsistent 
therewith replaces the information set forth in the Prospectus. 




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