James Knoll Gardner

(Indicate part of Report.)

1. Re Part VII, Line 22: Brokerage Account #2 (Custodial Account #1) does not qualify for reporting this period because the account owner is over age 21

and is not a dependent of the reporting person within the meaning of the Internal Revenue Code of 1986 (26 U.S.C. §152), and therefore is not a dependent

I as defined in section 102(e)(2) of the Ethics in Goverument Act of 1978, as amended, 5 U.S.C. §102(e)(2). Moreover, the account does not qualify

for reporting this period because its sole asset (City Bank, NA, Bank Deposit Program) did not have a fair market value in excess of $1,000 at the end of

the cuerent year (December 31, 2003) 2nd because income in excess of $200 from the asset was not received during the current reporting period.

2. Re Part V1, line 31: On March 31, 2003 Smith Bamey Premium Total Return Fund Class A mutual fund changed i% name to Smith Bamey Capital

and Income Fund Class A (See Part VTI, line 36).

3. Re Part VIL, line 36: On March 31, 2003 the former Smith Barney Premium Total Return Fund Class A mutual fund (See Part VII, line 31) changed its

name to Smith Barney Capital and Income Fund Class A mutual fund.