AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
	OF
	SMITH BARNEY WORLD FUNDS, INC./INTERNATIONAL EQUITY PORTFOLIO



	This Amended Plan of Distribution (the "Plan") is adopted in accordance 
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith 
Barney World Funds, Inc. (the "Fund") on behalf of the International Equity 
Portfolio (the "Portfolio"), subject to the following terms and conditions:

	1.  With respect to Class A, Class B and Class C shares, the Portfolio 
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum 
rate of 0.25% per annum of the average net assets of each such class.  
Shareholder servicing expenses incurred in respect of Class A, Class B and 
Class C shares during any fiscal year in excess of the foregoing limit shall 
not be reimbursable by such class.  With respect to Class B and Class C 
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of 
0.75% of the average net assets of each such class.   Sales-related expenses 
incurred in respect of Class B and Class C shares not reimbursed in any given 
year will be carried forward and paid by the respective class in future years 
so long as the Plan is in effect.  Interest will be accrued on such carry 
forward amounts at a rate equivalent to Smith Barney's "base rate," which 
reflects short-term market rates of interest and Smith Barney's blended 
borrowing costs.  Amounts payable by each class shall be calculated and 
accrued daily and paid monthly or at such other intervals as the Board of 
Directors shall determine.

	2.  The amount payable by a particular class as set forth in paragraph 1 
of the Plan may be spent by Smith Barney on the following types of activities 
or expenses:  (1) compensation to Financial Consultants whose clients are 
shareholders of the class; (2) the pro rata share of other employment costs of 
such Financial Consultants based on their gross production credits (e.g. FICA, 
employee benefits, etc.); (3) employment expenses of home office personnel 
primarily responsible for distribution of the class shares and for providing 
service to the class' shareholders; (4) the pro rata share of branch office 
fixed expenses (including branch overhead allocations); (5) media advertising 
or promotion; (6) printing costs of marketing materials, including 
prospectuses, sales literature, communications to shareholders and 
advertisements (including the creative costs associated therewith); (7) 
payments to other Broker/Dealers and (8) interest and/or carrying charges.  In 
addition, for purposes of paragraph 1 hereof, asset-based sales charges and 
shareholder servicing expenses and the activities of Smith Barney carried out 
in respect thereof shall be interpreted in a manner consistent with Section 
26(d) of the Rules of Fair Practice of the National Association of Securities 
Dealers.

	3.  The Plan shall become effective upon its execution by an authorized 
officer of the Fund following its approval by votes of a majority of both (a) 
the Board of Directors of the Fund and (b) those directors of the Fund who are 
not "interested persons" of the Fund (as defined in the Act) and have no 
direct or indirect financial interest in the operation of the Plan or any 
agreements related to it (the "Independent Directors"), cast in person at a 
meeting (or meetings) called for the purpose of voting on the Plan or any 
related agreements (the "Effective Date").

	4.  The Plan and any related agreements shall remain in effect for one 
year from its Effective Date and may be continued thereafter if it is approved 
each year by the votes set forth in the preceding paragraph.

	5.  Smith Barney shall provide to the Board of Directors of the Fund and 
the Board of Directors shall review, at least quarterly, a written report of 
the amounts so expended for each class and the purposes for which such 
expenditures were made.

	6.  The Plan may be terminated with respect to a class at any time by vote 
of a majority of the Independent Directors or by a vote of a majority of the 
outstanding voting securities of the class.

	7.  The Plan may not be amended to increase materially the amount payable 
by a class in accordance with paragraph 1 hereof unless such amendment is 
approved by a "vote of a majority of the outstanding voting securities" of the 
class, which is defined as the vote of the lesser of (1) 67% or more of the 
shares present at the meeting, if the holders of more than 50% of the 
outstanding shares of the class are present or represented by proxy; (2) more 
than 50% of the outstanding shares of the class.  No material amendment to the 
Plan shall be made unless approved in the manner provided for initial approval 
in paragraph 3 hereof.

	8.  While the Plan is in effect, the selection and nomination of directors 
who are not interested persons (as defined in the Act) of the Fund shall be 
committed to the discretion of the directors who are not interested persons.

	9.  The Fund shall preserve copies of the Plan and any related agreements 
and all reports made pursuant to paragraph 5 hereof, for a period of not less 
than six years from the date of the Plan, or such agreement or such report, as 
the case may be, the first two years in an easily accessible place.

	IN WITNESS THEREOF, the Fund has executed this Amended Plan of 
Distribution on the day and year set forth below in New York, New York.


DATED:  November 7, 1994

		SMITH BARNEY WORLD FUNDS, INC.



		By:                                      
    
		      Stephen J. Treadway
		      President	
		












	-2-





	AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
	OF
	SMITH BARNEY WORLD FUNDS, INC./GLOBAL GOVERNMENT BOND PORTFOLIO



	This Amended Plan of Distribution (the "Plan") is adopted in accordance 
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith 
Barney World Funds, Inc. (the "Fund") on behalf of the Global Government Bond 
Portfolio (the "Portfolio"), subject to the following terms and conditions:

	1.  With respect to Class A, Class B and Class C shares, the Portfolio 
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum 
rate of 0.25% per annum of the average net assets of each such class.  
Shareholder servicing expenses incurred in respect of Class A, Class B and 
Class C shares during any fiscal year in excess of the foregoing limit shall 
not be reimbursable by such class.  With respect to Class B shares, the 
Portfolio shall pay to Smith Barney an asset-based sales charge of 0.50% of 
the average net assets of such class.  With respect to Class C shares, the 
Portfolio shall pay to Smith Barney an asset-based sales charge of 0.45% of 
the average net assets of such class.   Sales-related expenses incurred in 
respect of Class B and Class C shares not reimbursed in any given year will be 
carried forward and paid by the respective class in future years so long as 
the Plan is in effect.  Interest will be accrued on such carry forward amounts 
at a rate equivalent to Smith Barney's "base rate," which reflects short-term 
market rates of interest and Smith Barney's blended borrowing costs.  Amounts 
payable by each class shall be calculated and accrued daily and paid monthly 
or at such other intervals as the Board of Directors shall determine.

	2.  The amount payable by a particular class a set forth in paragraph 1 of 
the Plan may be spent by Smith Barney on the following types of activities or 
expenses:  (1) compensation to Financial Consultants whose clients are 
shareholders of the class; (2) the pro rata share of other employment costs of 
such Financial Consultants based on their gross production credits (e.g. FICA, 
employee benefits, etc.); (3) employment expenses of home office personnel 
primarily responsible for distribution of the class shares and for providing 
service to the class' shareholders; (4) the pro rata share of branch office 
fixed expenses (including branch overhead allocations); (5) media advertising 
or promotion; (6) printing costs of marketing materials, including 
prospectuses, sales literature, communications to shareholders and 
advertisements (including the creative costs associated therewith); (7) 
payments to other Broker/Dealers and (8) interest and/or carrying charges.  In 
addition, for purposes of paragraph 1 hereof, asset-based sales charges and 
shareholder servicing expenses and the activities of Smith Barney carried out 
in respect thereof shall be interpreted in a manner consistent with Section 
26(d) of the Rules of Fair Practice of the National Association of Securities 
Dealers.

	3.  The Plan shall become effective upon its execution by an authorized 
officer of the Fund following its approval by votes of a majority of both (a) 
the Board of Directors of the Fund and (b) those directors of the Fund who are 
not "interested persons" of the Fund (as defined in the Act) and have no 
direct or indirect financial interest in the operation of the Plan or any 
agreements related to it (the "Independent Directors"), cast in person at a 
meeting (or meetings) called for the purpose of voting on the Plan or any 
related agreements (the "Effective Date").

	4.  The Plan and any related agreements shall remain in effect for one 
year from its Effective Date and may be continued thereafter if it is approved 
each year by the votes set forth in the preceding paragraph.

	5.  Smith Barney shall provide to the Board of Directors of the Fund and 
the Board of Directors shall review, at least quarterly, a written report of 
the amounts so expended for each class and the purposes for which such 
expenditures were made.

	6.  The Plan may be terminated with respect to a class at any time by vote 
of a majority of the Independent Directors or by a vote of a majority of the 
outstanding voting securities of the class.

	7.  The Plan may not be amended to increase materially the amount payable 
by a class in accordance with paragraph 1 hereof unless such amendment is 
approved by a "vote of a majority of the outstanding voting securities" of the 
class, which is defined as the vote of the lesser of (1) 67% or more of the 
shares present at the meeting, if the holders of more than 50% of the 
outstanding shares of the class are present or represented by proxy; (2) more 
than 50% of the outstanding shares of the class.  No material amendment to the 
Plan shall be made unless approved in the manner provided for initial approval 
in paragraph 3 hereof.

	8.  While the Plan is in effect, the selection and nomination of directors 
who are not interested persons (as defined in the Act) of the Fund shall be 
committed to the discretion of the directors who are not interested persons.

	9.  The Fund shall preserve copies of the Plan and any related agreements 
and all reports made pursuant to paragraph 5 hereof, for a period of not less 
than six years from the date of the Plan, or such agreement or such report, as 
the case may be, the first two years in an easily accessible place.

	IN WITNESS THEREOF, the Fund has executed this Amended Plan of 
Distribution on the day and year set forth below in New York, New York.


DATED:  November 7, 1994

		SMITH BARNEY WORLD FUNDS, INC.



		By:                                      
    
		      Stephen J. Treadway
		      President
		








	-2-



	AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
	OF
	SMITH BARNEY WORLD FUNDS, INC./EUROPEAN PORTFOLIO



	This Amended Plan of Distribution (the "Plan") is adopted in accordance 
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith 
Barney World Funds, Inc. (the "Fund") on behalf of the European Portfolio (the 
"Portfolio"), subject to the following terms and conditions:

	1.  With respect to Class A, Class B and Class C shares, the Portfolio 
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum 
rate of 0.25% per annum of the average net assets of each such class.  
Shareholder servicing expenses incurred in respect of Class A, Class B and 
Class C shares during any fiscal year in excess of the foregoing limit shall 
not be reimbursable by such class.  With respect to Class B and Class C 
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of 
0.75% of the average net assets of each such class.   Sales-related expenses 
incurred in respect of Class B and Class C shares not reimbursed in any given 
year will be carried forward and paid by the respective class in future years 
so long as the Plan is in effect.  Interest will be accrued on such carry 
forward amounts at a rate equivalent to Smith Barney's "base rate," which 
reflects short-term market rates of interest and Smith Barney's blended 
borrowing costs.  Amounts payable by each class shall be calculated and 
accrued daily and paid monthly or at such other intervals as the Board of 
Directors shall determine.

	2.  The amount payable by a particular class as set forth in paragraph 1 
of the Plan may be spent by Smith Barney on the following types of activities 
or expenses:  (1) compensation to Financial Consultants whose clients are 
shareholders of the class; (2) the pro rata share of other employment costs of 
such Financial Consultants based on their gross production credits (e.g. FICA, 
employee benefits, etc.); (3) employment expenses of home office personnel 
primarily responsible for distribution of the class shares and for providing 
service to the class' shareholders; (4) the pro rata share of branch office 
fixed expenses (including branch overhead allocations); (5) media advertising 
or promotion; (6) printing costs of marketing materials, including 
prospectuses, sales literature, communications to shareholders and 
advertisements (including the creative costs associated therewith); (7) 
payments to other Broker/Dealers and (8) interest and/or carrying charges.  In 
addition, for purposes of paragraph 1 hereof, asset-based sales charges and 
shareholder servicing expenses and the activities of Smith Barney carried out 
in respect thereof shall be interpreted in a manner consistent with Section 
26(d) of the Rules of Fair Practice of the National Association of Securities 
Dealers.

	3.  The Plan shall become effective upon its execution by an authorized 
officer of the Fund following its approval by votes of a majority of both (a) 
the Board of Directors of the Fund and (b) those directors of the Fund who are 
not "interested persons" of the Fund (as defined in the Act) and have no 
direct or indirect financial interest in the operation of the Plan or any 
agreements related to it (the "Independent Directors"), cast in person at a 
meeting (or meetings) called for the purpose of voting on the Plan or any 
related agreements (the "Effective Date").

	4.  The Plan and any related agreements shall remain in effect for one 
year from its Effective Date and may be continued thereafter if it is approved 
each year by the votes set forth in the preceding paragraph.

	5.  Smith Barney shall provide to the Board of Directors of the Fund and 
the Board of Directors shall review, at least quarterly, a written report of 
the amounts so expended for each class and the purposes for which such 
expenditures were made.

	6.  The Plan may be terminated with respect to a class at any time by vote 
of a majority of the Independent Directors or by a vote of a majority of the 
outstanding voting securities of the class.

	7.  The Plan may not be amended to increase materially the amount payable 
by a class in accordance with paragraph 1 hereof unless such amendment is 
approved by a "vote of a majority of the outstanding voting securities" of the 
class, which is defined as the vote of the lesser of (1) 67% or more of the 
shares present at the meeting, if the holders of more than 50% of the 
outstanding shares of the class are present or represented by proxy; (2) more 
than 50% of the outstanding shares of the class.  No material amendment to the 
Plan shall be made unless approved in the manner provided for initial approval 
in paragraph 3 hereof.

	8.  While the Plan is in effect, the selection and nomination of directors 
who are not interested persons (as defined in the Act) of the Fund shall be 
committed to the discretion of the directors who are not interested persons.

	9.  The Fund shall preserve copies of the Plan and any related agreements 
and all reports made pursuant to paragraph 5 hereof, for a period of not less 
than six years from the date of the Plan, or such agreement or such report, as 
the case may be, the first two years in an easily accessible place.

	IN WITNESS THEREOF, the Fund has executed this Amended Plan of 
Distribution on the day and year set forth below in New York, New York.


DATED:  November 7, 1994

		SMITH BARNEY WORLD FUNDS, INC.



		By:                                      
    
		      Stephen J. Treadway
		      President	
		













	-2-



	AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
	OF
	SMITH BARNEY WORLD FUNDS, INC./PACIFIC PORTFOLIO



	This Amended Plan of Distribution (the "Plan") is adopted in accordance 
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith 
Barney World Funds, Inc. (the "Fund") on behalf of the Pacific Portfolio (the 
"Portfolio"), subject to the following terms and conditions:

	1.  With respect to Class A, Class B and Class C shares, the Portfolio 
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum 
rate of 0.25% per annum of the average net assets of each such class.  
Shareholder servicing expenses incurred in respect of Class A, Class B and 
Class C shares during any fiscal year in excess of the foregoing limit shall 
not be reimbursable by such class.  With respect to Class B and Class C 
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of 
0.75% of the average net assets of each such class.   Sales-related expenses 
incurred in respect of Class B and Class C shares not reimbursed in any given 
year will be carried forward and paid by the respective class in future years 
so long as the Plan is in effect.  Interest will be accrued on such carry 
forward amounts at a rate equivalent to Smith Barney's "base rate," which 
reflects short-term market rates of interest and Smith Barney's blended 
borrowing costs.  Amounts payable by each class shall be calculated and 
accrued daily and paid monthly or at such other intervals as the Board of 
Directors shall determine.

	2.  The amount payable by a particular class as set forth in paragraph 1 
of the Plan may be spent by Smith Barney on the following types of activities 
or expenses:  (1) compensation to Financial Consultants whose clients are 
shareholders of the class; (2) the pro rata share of other employment costs of 
such Financial Consultants based on their gross production credits (e.g. FICA, 
employee benefits, etc.); (3) employment expenses of home office personnel 
primarily responsible for distribution of the class shares and for providing 
service to the class' shareholders; (4) the pro rata share of branch office 
fixed expenses (including branch overhead allocations); (5) media advertising 
or promotion; (6) printing costs of marketing materials, including 
prospectuses, sales literature, communications to shareholders and 
advertisements (including the creative costs associated therewith); (7) 
payments to other Broker/Dealers and (8) interest and/or carrying charges.  In 
addition, for purposes of paragraph 1 hereof, asset-based sales charges and 
shareholder servicing expenses and the activities of Smith Barney carried out 
in respect thereof shall be interpreted in a manner consistent with Section 
26(d) of the Rules of Fair Practice of the National Association of Securities 
Dealers.

	3.  The Plan shall become effective upon its execution by an authorized 
officer of the Fund following its approval by votes of a majority of both (a) 
the Board of Directors of the Fund and (b) those directors of the Fund who are 
not "interested persons" of the Fund (as defined in the Act) and have no 
direct or indirect financial interest in the operation of the Plan or any 
agreements related to it (the "Independent Directors"), cast in person at a 
meeting (or meetings) called for the purpose of voting on the Plan or any 
related agreements (the "Effective Date").

	4.  The Plan and any related agreements shall remain in effect for one 
year from its Effective Date and may be continued thereafter if it is approved 
each year by the votes set forth in the preceding paragraph.

	5.  Smith Barney shall provide to the Board of Directors of the Fund and 
the Board of Directors shall review, at least quarterly, a written report of 
the amounts so expended for each class and the purposes for which such 
expenditures were made.

	6.  The Plan may be terminated with respect to a class at any time by vote 
of a majority of the Independent Directors or by a vote of a majority of the 
outstanding voting securities of the class.

	7.  The Plan may not be amended to increase materially the amount payable 
by a class in accordance with paragraph 1 hereof unless such amendment is 
approved by a "vote of a majority of the outstanding voting securities" of the 
class, which is defined as the vote of the lesser of (1) 67% or more of the 
shares present at the meeting, if the holders of more than 50% of the 
outstanding shares of the class are present or represented by proxy; (2) more 
than 50% of the outstanding shares of the class.  No material amendment to the 
Plan shall be made unless approved in the manner provided for initial approval 
in paragraph 3 hereof.

	8.  While the Plan is in effect, the selection and nomination of directors 
who are not interested persons (as defined in the Act) of the Fund shall be 
committed to the discretion of the directors who are not interested persons.

	9.  The Fund shall preserve copies of the Plan and any related agreements 
and all reports made pursuant to paragraph 5 hereof, for a period of not less 
than six years from the date of the Plan, or such agreement or such report, as 
the case may be, the first two years in an easily accessible place.

	IN WITNESS THEREOF, the Fund has executed this Amended Plan of 
Distribution on the day and year set forth below in New York, New York.


DATED:  November 7, 1994

		SMITH BARNEY WORLD FUNDS, INC.



		By:                                      
    
		      Stephen J. Treadway
		      President	
		













	-2-



	AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
	OF
	SMITH BARNEY WORLD FUNDS, INC./INTERNATIONAL BALANCED PORTFOLIO



	This Amended Plan of Distribution (the "Plan") is adopted in accordance 
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith 
Barney World Funds, Inc. (the "Fund") on behalf of the International Balanced 
Portfolio (the "Portfolio"), subject to the following terms and conditions:

	1.  With respect to Class A, Class B and Class C shares, the Portfolio 
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum 
rate of 0.25% per annum of the average net assets of each such class.  
Shareholder servicing expenses incurred in respect of Class A, Class B and 
Class C shares during any fiscal year in excess of the foregoing limit shall 
not be reimbursable by such class.  With respect to Class B and Class C 
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of 
0.75% of the average net assets of each such class.   Sales-related expenses 
incurred in respect of Class B and Class C shares not reimbursed in any given 
year will be carried forward and paid by the respective class in future years 
so long as the Plan is in effect.  Interest will be accrued on such carry 
forward amounts at a rate equivalent to Smith Barney's "base rate," which 
reflects short-term market rates of interest and Smith Barney's blended 
borrowing costs.  Amounts payable by each class shall be calculated and 
accrued daily and paid monthly or at such other intervals as the Board of 
Directors shall determine.

	2.  The amount payable by a particular class as set forth in paragraph 1 
of the Plan may be spent by Smith Barney on the following types of activities 
or expenses:  (1) compensation to Financial Consultants whose clients are 
shareholders of the class; (2) the pro rata share of other employment costs of 
such Financial Consultants based on their gross production credits (e.g. FICA, 
employee benefits, etc.); (3) employment expenses of home office personnel 
primarily responsible for distribution of the class shares and for providing 
service to the class' shareholders; (4) the pro rata share of branch office 
fixed expenses (including branch overhead allocations); (5) media advertising 
or promotion; (6) printing costs of marketing materials, including 
prospectuses, sales literature, communications to shareholders and 
advertisements (including the creative costs associated therewith); (7) 
payments to other Broker/Dealers and (8) interest and/or carrying charges.  In 
addition, for purposes of paragraph 1 hereof, asset-based sales charges and 
shareholder servicing expenses and the activities of Smith Barney carried out 
in respect thereof shall be interpreted in a manner consistent with Section 
26(d) of the Rules of Fair Practice of the National Association of Securities 
Dealers.

	3.  The Plan shall become effective upon its execution by an authorized 
officer of the Fund following its approval by votes of a majority of both (a) 
the Board of Directors of the Fund and (b) those directors of the Fund who are 
not "interested persons" of the Fund (as defined in the Act) and have no 
direct or indirect financial interest in the operation of the Plan or any 
agreements related to it (the "Independent Directors"), cast in person at a 
meeting (or meetings) called for the purpose of voting on the Plan or any 
related agreements (the "Effective Date").

	4.  The Plan and any related agreements shall remain in effect for one 
year from its Effective Date and may be continued thereafter if it is approved 
each year by the votes set forth in the preceding paragraph.

	5.  Smith Barney shall provide to the Board of Directors of the Fund and 
the Board of Directors shall review, at least quarterly, a written report of 
the amounts so expended for each class and the purposes for which such 
expenditures were made.

	6.  The Plan may be terminated with respect to a class at any time by vote 
of a majority of the Independent Directors or by a vote of a majority of the 
outstanding voting securities of the class.

	7.  The Plan may not be amended to increase materially the amount payable 
by a class in accordance with paragraph 1 hereof unless such amendment is 
approved by a "vote of a majority of the outstanding voting securities" of the 
class, which is defined as the vote of the lesser of (1) 67% or more of the 
shares present at the meeting, if the holders of more than 50% of the 
outstanding shares of the class are present or represented by proxy; (2) more 
than 50% of the outstanding shares of the class.  No material amendment to the 
Plan shall be made unless approved in the manner provided for initial approval 
in paragraph 3 hereof.

	8.  While the Plan is in effect, the selection and nomination of directors 
who are not interested persons (as defined in the Act) of the Fund shall be 
committed to the discretion of the directors who are not interested persons.

	9.  The Fund shall preserve copies of the Plan and any related agreements 
and all reports made pursuant to paragraph 5 hereof, for a period of not less 
than six years from the date of the Plan, or such agreement or such report, as 
the case may be, the first two years in an easily accessible place.

	IN WITNESS THEREOF, the Fund has executed this Amended Plan of 
Distribution on the day and year set forth below in New York, New York.


DATED:  November 7, 1994

		SMITH BARNEY WORLD FUNDS, INC.



		By:                                      
    
		      Stephen J. Treadway
		      President	
		













	-2-



 	PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
	OF
	SMITH BARNEY WORLD FUNDS, INC./EMERGING MARKETS PORTFOLIO



	This Amended Plan of Distribution (the "Plan") is adopted in accordance 
with Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Smith 
Barney World Funds, Inc. (the "Fund") on behalf of the Emerging Markets 
Portfolio (the "Portfolio"), subject to the following terms and conditions:

	1.  With respect to Class A, Class B and Class C shares, the Portfolio 
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at the maximum 
rate of 0.25% per annum of the average net assets of each such class.  
Shareholder servicing expenses incurred in respect of Class A, Class B and 
Class C shares during any fiscal year in excess of the foregoing limit shall 
not be reimbursable by such class.  With respect to Class B and Class C 
shares, the Portfolio shall pay to Smith Barney an asset-based sales charge of 
0.75% of the average net assets of each such class.   Sales-related expenses 
incurred in respect of Class B and Class C shares not reimbursed in any given 
year will be carried forward and paid by the respective class in future years 
so long as the Plan is in effect.  Interest will be accrued on such carry 
forward amounts at a rate equivalent to Smith Barney's "base rate," which 
reflects short-term market rates of interest and Smith Barney's blended 
borrowing costs.  Amounts payable by each class shall be calculated and 
accrued daily and paid monthly or at such other intervals as the Board of 
Directors shall determine.

	2.  The amount payable by a particular class as set forth in paragraph 1 
of the Plan may be spent by Smith Barney on the following types of activities 
or expenses:  (1) compensation to Financial Consultants whose clients are 
shareholders of the class; (2) the pro rata share of other employment costs of 
such Financial Consultants based on their gross production credits (e.g. FICA, 
employee benefits, etc.); (3) employment expenses of home office personnel 
primarily responsible for distribution of the class shares and for providing 
service to the class' shareholders; (4) the pro rata share of branch office 
fixed expenses (including branch overhead allocations); (5) media advertising 
or promotion; (6) printing costs of marketing materials, including 
prospectuses, sales literature, communications to shareholders and 
advertisements (including the creative costs associated therewith); (7) 
payments to other Broker/Dealers and (8) interest and/or carrying charges.  In 
addition, for purposes of paragraph 1 hereof, asset-based sales charges and 
shareholder servicing expenses and the activities of Smith Barney carried out 
in respect thereof shall be interpreted in a manner consistent with Section 
26(d) of the Rules of Fair Practice of the National Association of Securities 
Dealers.

	3.  The Plan shall become effective upon its execution by an authorized 
officer of the Fund following its approval by votes of a majority of both (a) 
the Board of Directors of the Fund and (b) those directors of the Fund who are 
not "interested persons" of the Fund (as defined in the Act) and have no 
direct or indirect financial interest in the operation of the Plan or any 
agreements related to it (the "Independent Directors"), cast in person at a 
meeting (or meetings) called for the purpose of voting on the Plan or any 
related agreements (the "Effective Date").

	4.  The Plan and any related agreements shall remain in effect for one 
year from its Effective Date and may be continued thereafter if it is approved 
each year by the votes set forth in the preceding paragraph.

	5.  Smith Barney shall provide to the Board of Directors of the Fund and 
the Board of Directors shall review, at least quarterly, a written report of 
the amounts so expended for each class and the purposes for which such 
expenditures were made.

	6.  The Plan may be terminated with respect to a class at any time by vote 
of a majority of the Independent Directors or by a vote of a majority of the 
outstanding voting securities of the class.

	7.  The Plan may not be amended to increase materially the amount payable 
by a class in accordance with paragraph 1 hereof unless such amendment is 
approved by a "vote of a majority of the outstanding voting securities" of the 
class, which is defined as the vote of the lesser of (1) 67% or more of the 
shares present at the meeting, if the holders of more than 50% of the 
outstanding shares of the class are present or represented by proxy; (2) more 
than 50% of the outstanding shares of the class.  No material amendment to the 
Plan shall be made unless approved in the manner provided for initial approval 
in paragraph 3 hereof.

	8.  While the Plan is in effect, the selection and nomination of directors 
who are not interested persons (as defined in the Act) of the Fund shall be 
committed to the discretion of the directors who are not interested persons.

	9.  The Fund shall preserve copies of the Plan and any related agreements 
and all reports made pursuant to paragraph 5 hereof, for a period of not less 
than six years from the date of the Plan, or such agreement or such report, as 
the case may be, the first two years in an easily accessible place.

	IN WITNESS THEREOF, the Fund has executed this Plan of Distribution on the 
day and year set forth below in New York, New York.


DATED:  January ___, 1995

		SMITH BARNEY WORLD FUNDS, INC.



		By:                                      
    
		      Stephen J. Treadway
		      President	
		













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