Independent Accountants' 
Report


To the Board of Trustees of Smith Barney Adjustable Rate 
Government
Income Fund and the Securities and Exchange Commission:

We have examined management's assertion about Smith Barney 
Adjustable Rate Government Income Fund's (the "Fund") 
compliance with the requirements of subsection (b) and (c) of 
Rule 17f-2 under the Investment Company Act of 1940 as of May 31, 
1998 and for the period from February 27, 1998 (the date of our 
last examination) through May 31, 1998, included in the 
accompanying Management Statement Regarding Compliance with 
Certain Provisions of the Investment Company Act of 1940.  
Management is responsible for the Fund's compliance with those 
requirements. Our responsibility is to express an opinion on 
management's assertion about the Fund's compliance based on our 
examination.

Our examination was made in accordance with standards established 
by the American Institute of Certified Public Accountants and, 
accordingly, included examining, on a test basis, evidence about 
the Fund's compliance with those requirements and performing such 
other procedures as we considered necessary in the circumstances.  
Included among our procedures were the following tests performed 
as of May 31, 1998 and for the period from February 27, 1998 
through May 31, 1998, with respect to securities transactions, 
without prior notice to management:

 Count and inspection of all securities located in the vault of 
Bankers Trust in New York without prior notice to management,
 
 Agreement of all securities reported by the Fund's records to 
PNC Bank's (the "Custodian") records as of May 31, 1998,
 
 Confirmation of all futures and reverse repurchase agreements 
shown on the Fund's accounting records as of May 31, 1998 with 
respective counterparties and agreement of underlying 
collateral with Custodian records,
 
 Confirmation of all trades shown as pending on the Fund's 
accounting records as of  May 31, 1998 with respective 
counterparties and verification of such trades with Custodian 
records,
 
 
 
 
 
 
 Review of  the Custodian's Report on Policies and Procedures 
Placed in Operation and Tests of Operating Effectiveness 
Pertaining to Custody Services ("SAS 70 Report") for the 
period January 1, 1997 to September 30, 1997 noting no 
exceptions reported in the areas of Asset Safekeeping, 
Security Transaction Processing, Asset Maintenance and 
Computerized Information Systems,
 
 Representation from the Custodian that all control policies 
and procedures as detailed in the Custodian's SAS 70 Report 
identified in the prior paragraph, have remained in operation 
and functioned adequately from February 27, 1998 through May 
31, 1998, and
 
 Tests of selected security transactions since the date of our 
last report.

We believe that our examination provides a reasonable basis for 
our opinion. Our examination does not provide a legal 
determination on the Fund's compliance with the specified 
requirements.

In our opinion, management's assertion that Smith Barney 
Adjustable Rate Government Income Fund was in compliance with the 
above mentioned provisions of Rule 17f-2 of the Investment 
Company Act of 1940 as of May 31, 1998 and for the period from 
February 27, 1998 through May 31, 1998 is fairly stated, in all 
material respects.

This report is intended solely for the information and use of 
management of Smith Barney Adjustable Rate Government Income Fund 
and the Securities and Exchange Commission and should not be used 
for any other purpose.


									
	

July 31, 1998