Jonathan G. Katz, Secretary                           February 2, 1998 
     Securities and Exchange Commission
     450 5th Street, N.W., Stop 6-9
     Washington, D.C.  20549
     
     RE:  File No. S7-27-97
     
     Dear Mr. Katz:
     
       Smith Barney Inc. appreciates this opportunity to comment on the 
     Commission's proposed rule relating to the householding of certain 
     mailings required under the rules of the Securities Act of 1933, the 
     Securities and Exchange Act of 1934 and the Investment Company Act of 
     1940.
     
       Smith Barney strongly supports the proposed rules since these 
     changes can substantially reduce the inherent inefficiencies produced 
     by the current mailing requirements and thereby generate economic 
     benefits to stockholders, issuers, broker/dealers and others affected 
     by these requirements.  For the reasons stated below, Smith Barney 
     also believes that the proposed rules should be expanded in several 
     respects to create even greater efficiencies and enhances economic 
     benefits.
     
     Householding Should not be Limited to Specific Items
     
       The householding of client statements was a long overdue efficiency 
     that has produced both client satisfaction and cost effectiveness.  
     Initial reservations relating to client privacy concerns and potential 
     receipt problems were quickly alleviated by the positive reactions to 
     this improved delivery system.  However, client dissatisfaction is 
     still evident in relation to many other required mailings including 
     prospectuses and other communications received in multiple form.
     
       Smith Barney believes that clients who wish to take advantage of 
     householding should not be limited in their options since this 
     methodology has already proved its effectiveness in other areas.  By 
     limiting those items eligible for householding, the Commission appears 
     to be exhalting the importance of one form of prospectus or 
     communication over another.  Although a business combination or 
     exchange offer may generate more excitement than an investment company 
     disclosure document, there is no justification for indicating that the 
     information contained in one is of more significance than another.  
     Excluding certain classes of prospectuses or other documents from the 
     householding option imparts a perceptual duality to the recipient which 
     could frustrate the objectives of full disclosure.
     
       Smith Barney is a firm proponent of full disclosure in all areas of 
     securities transactions however, we do not believe that multiple 
     mailings of identical documents enhance this process.  Rather, these 
     mailings to the same household are more likely to create an impression 
     of "junk" mail than a singular communication earmarked for multiple 
     recipients.  Accordingly, we urge that the Commission address this 
     issue on all encompassing basis and expand the householding concept to 
     all classes of required disclosures and communications.
     
     Written Objections to Householding Should not be Required
     
       Under the proposed rule, affirmative consent to householding is not 
     required if the account is opened before the effective date of the 
     rule.  However, each investor must be contacted by mail and provided 
     with a convenient means of responding in writing if he or she declines 
     the householding option.
     
       Smith Barney believes that the elimination of unnecessary paper 
     communication is essential to modern financial transactions and 
     encourages its clients to maintain frequent contact with their 
     registered Smith Barney Financial Consultant.  Should a client wish to 
     decline the householding option, either before or after commencement, 
     the ability to do so orally should be available.  This method would be 
     chosen by most clients who maintain relationships with individual 
     registered brokers and would reduce much of the burdensome 
     administration associated with the receipt and processing of written 
     communications.  Accordingly, we urge the Commission to modify the 
     proposal and permit the rejection of householding by oral 
     communication with the sender.
     
       We thank you for your attention to this commentary and for your 
     consideration of our requests.
     
       For further information, please contact Jerry Claire at
     (212) 615-9005.
     
     Very truly yours,
     Smith Barney Inc.