SMITH BARNEY INCOME FUNDS
On behalf of
SMITH BARNEY UTILITIES FUND
(the "Fund")

Supplement dated May 15, 1998 to
Prospectus dated November 28, 1997

	On May 7, 1998 shareholders of the Fund approved: 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 primarily in equity and debt 
securities of companies in the utilities industry.

In conjunction with shareholders approving these changes, 
the Board of Trustees has approved increasing the portion of the 
Fund's assets invested in high yield securities from a maximum of 
10% to a maximum of 25% and changing the Fund's name to Smith 
Barney Balanced Fund ("Balanced Fund"). 

The equity portion of the Balanced Fund will purchase 
common stocks, preferred stocks, warrants and securities 
convertible into common stocks, which are deemed to afford 
attractive opportunities for capital appreciation and income.  
The Balanced Fund may invest in securities of companies with 
attractive relative valuations based on underlying assets or 
earnings potential, as well as the securities of companies with 
favorable growth prospects.  In analyzing securities for 
investment, Mutual Management Corp. ("MMC"), the Balanced Fund's 
investment adviser, will consider many factors including, but not 
limited to, historical and future earnings and growth potential, 
current market valuation, management strategy and economic and 
financial factors that may affect the price of the securities.  
The Balanced Fund will invest in a broadly diversified portfolio 
across a wide range of industries consisting of middle to large 
capitalization companies, though it may on occasion invest in 
smaller capitalized companies when, in the opinion of MMC, such 
companies offer attractive capital appreciation opportunities.

The fixed-income portion of the Balanced Fund will invest 
in a diversified portfolio of fixed-income securities that are 
believed to afford opportunities for income and capital 
appreciation.  Fixed-income securities the Balanced Fund will 
invest in, include obligations of the U.S. government, its 
agencies and instrumentalities, corporate securities (including 
bonds, notes and convertible issues), mortgage-backed and asset-
backed securities.  The fixed-income management strategies will 
be driven by the shape of the yield curve and yield spread 
analysis.  There are no maturity restrictions on the fixed-income 
securities in which the Balanced Fund invests.  Under normal 
market conditions the weighted average portfolio maturity for the 
fixed-income portfolio will be in the 5 to 15 year range.

The Balanced Fund may invest up to 25% of its total assets 
in fixed-income securities rated less than investment grade by a 
nationally recognized statistical rating organization ("NRSRO") 
such as Moody's and S&P. Such securities are commonly referred to 
as "junk bonds."  The Balanced Fund may also hold, from time to 
time, securities rated Caa by Moody's or CCC by S&P or, if 
unrated or rated by other NRSROs, securities of comparable 
quality as determined by MMC.  While this portion of the 
securities held by the Balanced Fund are expected to provide 
greater income and, possibly, opportunity for greater gain than 
investments in more highly rated securities, they may be subject 
to greater risk of loss of income and principal and are more 
speculative in nature.

The equity portion of the Balanced Fund will be managed by 
Jack Levande and Chad Graves.  Mr. Levande is the current 
portfolio manager of the Fund and has been  responsible for 
making all investment decisions since the Fund commenced 
operations in 1988.  He is currently a Managing Director of Smith 
Barney Inc. ("Smith Barney").  Mr. Graves is also a Managing 
Director of Smith Barney and has had portfolio management 
responsibilities for the Concert Social Awareness Fund.  The 
fixed-income portion of the Balanced Fund will be managed by 
James Conroy and John Bianchi.  Mr. Conroy, a Managing Director 
of Smith Barney,  is currently the portfolio manager of the Smith 
Barney Diversified Strategic Income Fund, Smith Barney Government 
Securities Fund and Short-term U.S. Treasury Securities Fund.  
Mr. Bianchi, also a Managing Director of Smith Barney, is the 
portfolio manager of 10 open and closed-end Smith Barney mutual 
funds including the Smith Barney High Income Fund. 
 
As the Fund is restructured into the Balanced Fund, it will 
be required to divest many of its holdings in the utilities 
industry.  This restructuring of the Fund will likely result in 
the realization of short- and long-term capital gains for 
shareholders.  Distributions of any net long-term capital gains 
earned by the Fund will be made annually after the close of the 
fiscal year in which they are earned.  Distributions of short-
term capital gains may be paid more frequently with dividends 
from net investment income. In particular, investors should be 
careful to consider the tax implications of buying shares just 
prior to a distribution.  The price of shares purchased at that 
time includes the amount of the forthcoming distribution, but the 
distribution generally would be taxable to the investor.  In 
addition, the restructured portfolio, with an emphasis on capital 
appreciation, will cover a broader spectrum of market sectors 
than the Fund's current portfolio, thus resulting in a lower 
monthly distribution rate to shareholders.  



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