Independent Auditors' Consent



To the Shareholders and Board of Directors of
Smith Barney Income Funds:

We consent to the incorporation by reference, in this Prospectus
and Statement of Additional Information, of our report dated
September 14, 1999, on the statement of assets and liabilities
for the Smith Barney Balanced Fund (the Fund) of Smith Barney
Income Funds as of July 31, 1999 and the related statement of
operations for the year then ended, the statements of changes in
net assets for each of the years in the two-year period then
ended and the financial highlights for each of the years in the
five-year period then ended.  These financial statements and
financial highlights and our report thereon are included in the
Annual Report of the Fund as filed on Form N-30D.
We also consent to the references to our firm under the headings
"Financial Highlights" in the Prospectus and "Auditors" in the
Statement of Additional Information.



KPMG LLP
New York, New York
November 22, 1999




Independent Auditors' Consent


To the Shareholders and Board of Directors of
Smith Barney Income Funds:

We consent to the incorporation by reference, in this Prospectus
and Statement of Additional Information, of our report dated
September 14, 1999, on the statement of assets and liabilities
for the Smith Barney Convertible Fund (the Fund) of Smith Barney
Income Funds as of July 31, 1999 and the related statement of
operations for the year then ended, the statements of changes in
net assets for each of the years in the two-year period then
ended and the financial highlights for each of the years in the
five-year period then ended.  These financial statements and
financial highlights and our report thereon are included in the
Annual Report of the Fund as filed on Form N-30D.
We also consent to the references to our firm under the headings
"Financial Highlights" in the Prospectus and "Auditors" in the
Statement of Additional Information.



KPMG LLP
New York, New York
November 22, 1999




Independent Auditors' Consent



To the Shareholders and Board of Directors of
Smith Barney Income Funds:

We consent to the incorporation by reference, in this Prospectus
and Statement of Additional Information, of our report dated
September 14, 1999, on the statement of assets and liabilities
for the Smith Barney Diversified Strategic Income Fund (the Fund)
of Smith Barney Income Funds as of July 31, 1999 and the related
statements of operations for the year then ended, the statements
of changes in net assets for each of the years in the two-year
period then ended and the financial highlights for each of the
years in the five-year period then ended.  These financial
statements and financial highlights and our report thereon are
included in the Annual Report of the Fund as filed on Form N-30D.
We also consent to the references to our firm under the headings
"Financial Highlights" in the Prospectus and "Auditors" in the
Statement of Additional Information.



KPMG LLP
New York, New York
November 22, 1999



Independent Auditors' Consent



To the Shareholders and Board of Directors of
Smith Barney Income Funds:

We consent to the incorporation by reference, in this Prospectus
and Statement of Additional Information, of our report dated
September 14, 1999, on the statement of assets and liabilities
for the Smith Barney Exchange Reserve Fund (the Fund) of Smith
Barney Income Funds as of July 31, 1999 and the related statement
of operations for the year then ended, the statements of changes
in net assets for each of the years in the two-year period then
ended and the financial highlights for each of the years in the
five-year period then ended.  These financial statements and
financial highlights and our report thereon are included in the
Annual Report of the Fund as filed on Form N-30D.
We also consent to the references to our firm under the headings
"Financial Highlights" in the Prospectus and "Auditors" in the
Statement of Additional Information.



KPMG LLP
New York, New York
November 22, 1999



Independent Auditors' Consent




To the Shareholders and Board of Directors of
Smith Barney Income Funds:

We consent to the incorporation by reference, in this Prospectus
and Statement of Additional Information, of our report dated
September 14, 1999, on the statement of assets and liabilities
for the Smith Barney High Income Fund (the Fund) of Smith Barney
Income Funds as of July 31, 1999 and the related statement of
operations for the year then ended, the statements of changes in
net assets for each of the years in the two-year period then
ended and the financial highlights for each of the years in the
five-year period then ended.  These financial statements and
financial highlights and our report thereon are included in the
Annual Report of the Fund as filed on Form N-30D.
We also consent to the references to our firm under the headings
"Financial Highlights" in the Prospectus and "Auditors" in the
Statement of Additional Information.



KPMG LLP
New York, New York
November 22, 1999



Independent Auditors' Consent



To the Shareholders and Board of Directors of
Smith Barney Income Funds:

We consent to the incorporation by reference, in this Prospectus
and Statement of Additional Information, of our report dated
September 14, 1999, on the statement of assets and liabilities
for the Smith Barney Municipal High Income Fund (the Fund) of the
Smith Barney Income Funds as of July 31, 1999 and the related
statement of operations for the year then ended, the statements
of changes in net assets for each of the years in the two-year
period then ended and the financial highlights for each of the
years in the five-year period then ended.  These financial
statements and financial highlights and our report thereon are
included in the Annual Report of the Fund as filed on Form N-30D.
We also consent to the references to our firm under the headings
"Financial Highlights" in the Prospectus and "Auditors" in the
Statement of Additional Information.



KPMG LLP
New York, New York
November 22, 1999




Independent Auditors' Consent




To the Shareholders and Board of Directors of
Smith Barney Income Funds:

We consent to the incorporation by reference, in this Prospectus
and Statement of Additional Information, of our report dated
September 14, 1999, on the statement of assets and liabilities
for the Smith Barney Total Return Bond Fund (the Fund) of Smith
Barney Income Funds as of July 31, 1999 and the related statement
of operations for the year then ended, the statements of changes
in net assets and financial highlights for the year then ended
and for the period from February 27, 1998 (commencement of
operations) to July 31, 1998.  These financial statements and
financial highlights and our report thereon are included in the
Annual Report of the Fund as filed on Form N-30D.
We also consent to the references to our firm under the headings
"Financial Highlights" in the Prospectus and "Auditors" in the
Statement of Additional Information.



KPMG LLP
New York, New York
November 22, 1999