VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS

(Please Detach at Perforation Before Mailing)
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SMITH BARNEY WORLD FUNDS, INC. -INTERNATIONAL BALANCED PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of Smith Barney World Funds - International
Balanced Portfolio (the "Balanced Portfolio"), hereby appoints Heath B.
 McLendon,
Christina T. Sydor and Barbara J. Allen, attorneys and proxies for the
 undersigned
with full powers of substitution and revocation, to represent the
undersigned and to
vote on behalf of the undersigned all shares of the Balanced Portfolio that the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Balanced Portfolio to be held at the offices of the Balanced Portfolio, 7 World
Trade Center, New York, New York on April 7, 2000 at 10:00 a.m.
 and any adjournment
or adjournments thereof.  The undersigned hereby acknowledges receipt of
 the Notice
of Special Meeting and Prospectus /Proxy Statement dated February 21, 2000 and
hereby instructs said attorneys and proxies to vote said shares as
 indicated herein.
In their discretion, the proxies are authorized to vote upon such other
 business as
may properly come before the Special Meeting.  A majority of the proxies
 present and
acting at the Special Meeting in person or by substitute
 (or, if only one shall be
so present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder.  The undersigned hereby revokes any proxy
previously given.

	PLEASE SIGN, DATE AND RETURN
	PROMPTLY IN THE ENCLOSED ENVELOPE

		Note: Please sign exactly as your name appears on
this Proxy.  If joint owners, EITHER may sign this
Proxy.  When signing as attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full title.
Date:


	                                       Signature(s)		(Title(s), if
applicable)

VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS

(Please Detach at Perforation Before Mailing)
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Please indicate your vote by an "X" in the appropriate box below.
This proxy, if
properly executed, will be voted in the manner directed by the undersigned
shareholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL.

1.	To approve the Plan of Reorganization dated as of February 21, 2000
providing for: (i) the acquisition of all of the assets and liabilities of
Smith Barney World Funds, Inc. - International Balanced Portfolio (the
"Balanced Portfolio") by Smith Barney World Funds, Inc. - International
Equity Portfolio (the " Equity Portfolio") (ii) the amendment of the Charter
of Smith Barney World Funds, Inc. reclassifying all shares of the Balanced
Portfolio as shares of the Equity Portfolio, and (iii) the accomplishment of
the reclassification by the issuance of such shares of the Equity Portfolio
to shareholders of the Balanced Portfolio.