FORM OF 
AMENDED AND RESTATED
 SHAREHOLDER  SERVICES AND DISTRIBUTION PLAN


	This Amended and Restated Shareholder Services and Distribution 
Plan (the "Plan") is adopted in accordance with Rule 12b-1 (the 
"Rule") under the Investment Company Act of 1940, as amended (the 
"1940 Act"), by Smith Barney Managed Governments Fund Inc., a 
corporation organized under the laws of the State of Maryland (the 
"Fund"), subject to the following terms and conditions:

	Section 1.  Annual Fee.

	(a)	Service Fee for Class A shares. The Fund will pay to Salomon 
Smith Barney Inc., a corporation organized under the laws of 
the State of Delaware ("Salomon Smith Barney"), a service 
fee under the Plan at an annual rate of 0.25% of the average 
daily net assets of the Fund attributable to the Class A 
shares sold and not redeemed (the "Class A Service Fee").

	(b)	Service Fee for Class B shares. The Fund will pay to Salomon 
Smith Barney a service fee under the Plan at the annual rate 
of 0.25% of the average daily net assets of the Fund 
attributable to the Class B shares sold and not redeemed 
(the "Class B Service Fee").

	(c)	Distribution Fee for Class B shares. In addition to the 
Class B Service Fee, the Fund will pay Salomon Smith Barney 
a distribution fee under the Plan at the annual rate of 
0.50% of the average daily net assets of the Fund 
attributable to the Class B shares  sold and not redeemed 
(the "Class B Distribution Fee").

	(d)	Service Fee for Class L  shares.  The Fund will pay to 
Salomon Smith Barney a service fee under the plan at the 
annual rate of 0.25% of the average daily net assets of the 
Fund attributable to the Class L shares sold and not 
redeemed (the "Class L Service Fee").

	(e)	Distribution Fee for Class L shares.  In addition to the 
Class L Service Fee, the Fund will pay Salomon Smith Barney 
a distribution fee under the Plan at the annual rate of 
0.50% of the average daily net assets of the Fund 
attributable to the Class L shares sold and not redeemed 
(the "Class L Distribution Fee").

	(f)	Payment of Fees. The Service Fees and Distribution Fees will 
be calculated daily and paid monthly by the Fund with 
respect to the foregoing classes of the Fund's shares (each 
a "Class" and together, the "Classes") at the annual rates 
indicated above.

	Section 2.  Expenses Covered by the Plan.

	With respect to expenses incurred by each Class, its respective 
Service Fee and/or Distribution Fee may be used by Smith Barney for: 
(a) costs of printing and distributing the Fund's prospectuses, 
statements of additional information and reports to prospective 
investors in the Fund; (b) costs involved in preparing, printing and 
distributing sales literature pertaining to the Fund; (c) an 
allocation of overhead and other branch office distribution-related 
expenses of Smith Barney; (d) payments made to, and expenses of, 
Smith Barney's financial consultants and other persons who provide 
support services to Fund shareholders in connection with the 
distribution of the Fund's shares, including but not limited to, 
office space and equipment, telephone facilities, answering routine 
inquires regarding the Fund and its operation, processing shareholder 
transactions, forwarding and collecting proxy material, changing 
dividend payment elections and providing any other shareholder 
services not otherwise provided by the Fund's transfer agent; and (e) 
accruals for interest on the amount of the foregoing expenses that 
exceed the Distribution Fee for that Class and, in the case of Class 
B and Class L shares, any contingent deferred sales charges received 
by Smith Barney; provided, however, that (i) the Distribution Fee for 
a particular Class may be used by Smith Barney only to cover expenses 
primarily intended to result in the sale of shares of that Class, 
including, without limitation, payments to the financial consultants 
of Smith Barney and other persons as compensation for the sale of the 
shares, and (ii) the Service Fees are intended to be used by Smith 
Barney primarily to pay its financial consultants for servicing 
shareholder accounts, including a continuing fee to each such 
financial consultant, which fee shall begin to accrue immediately 
after the sale of such shares.

	Section 3.  Approval by Shareholders

The Plan will not take effect, and no fees will be payable in 
accordance with Section 1 of
the Plan, with respect to a Class until the Plan has been approved by 
a vote of at least a majority
of the outstanding voting securities of the Class.  The Plan will be 
deemed to have been approved
with respect to a Class so long as a majority of the outstanding 
voting securities of the Class votes
for the approval of the Plan, notwithstanding that:  (a) the Plan has 
not been approved by a majority of the outstanding voting securities 
of any other Class, or (b) the Plan has not been
approved by a majority of the outstanding voting securities of the 
Fund.

	Section 4.   Approval by Directors.

	Neither the Plan nor any related agreements will take effect until 
approved by a majority vote of both (a) the Board of Directors and 
(b) those Directors who are not interested persons of the Fund and 
who have no direct or indirect financial interest in the operation of 
the Plan or in any agreements related to it (the "Qualified 
Directors"), cast in person at a meeting called for the purpose of 
voting on the Plan and the related agreements.

	Section 5.  Continuance of the Plan.

	The Plan will continue in effect with respect to each Class until 
July     , 1999 and thereafter for successive twelve-month periods 
with respect to each Class; provided, however, that such continuance 
is specifically approved at least annually by the Directors of the 
Fund and by a majority of the Qualified Directors.

	Section 6.  Termination.

	The Plan may be terminated at any time with respect to a Class (i) 
by the Fund without the payment of any penalty, by the vote of a 
majority of the outstanding voting securities of such Class or (ii) 
by a majority vote of the Qualified Directors. The Plan may remain in 
effect with respect to a particular Class even if the Plan has been 
terminated in accordance with this Section 6 with respect to any 
other Class.

	Section 7.  Amendments.

	The Plan may not be amended with respect to any Class so as to 
increase materially the amounts of the fees described in Section 1 
above, unless the amendment is approved by a vote of holders of at 
least a majority of the outstanding voting securities of that Class. 
No material amendment to the Plan may be made unless approved by the 
Fund's Board of Directors in the manner described in Section 4 above.

	Section 8.  Selection of Certain Directors.

	While the Plan is in effect, the selection and nomination of the 
Fund's Directors who are not interested persons of the Fund will be 
committed to the discretion of the Directors then in office who are 
not interested persons of the Fund.

	Section 9.  Written Reports

	In each year during which the Plan remains in effect, any person 
authorized to direct the disposition of monies paid or payable by the 
Fund pursuant to the Plan or any related agreement will prepare and 
furnish to the Fund's Board of Directors and the Board will review, 
at least quarterly, written reports complying with the requirements 
of the Rule, which set out the amounts expended under the Plan and 
the purposes for which those expenditures were made.

	Section 10.  Preservation of Materials.

	The Fund will preserve copies of the Plan, any agreement relating 
to the Plan and any report made pursuant to Section 9 above, for a 
period of not less than six years (the first two years in an easily 
accessible place) from the date of the Plan, agreement or report.

	Section 11.  Meanings of Certain Terms.

	As used in the Plan, the terms "interested person" and "majority 
of the outstanding voting securities" will be deemed to have the same 
meaning that those terms have under the rules and regulations under 
the 1940 Act, subject to any exemption that may be granted to the 
Fund under the 1940 Act, by the Securities and Exchange Commission.


	 IN WITNESS WHEREOF, the Fund has executed the Plan as of October
8, 1998.

						Smith Barney Managed Governments 
Fund Inc.							On behalf of 
						

						By: 
____________________________________
						      Heath B. McLendon					     
						      Chairman of the Board