Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of  1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [   ]

Check the appropriate box:

[   ] Preliminary proxy statement
[X] Definitive proxy statement
[   ] Definitive additional materials
[   ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Smith Barney Intermediate Municipal Fund, Inc.
(Name of Registrant as Specified in its Charter)

Gordon Swartz
Name of Person Filing Proxy Statement

Payment of Filing Fee (Check appropriate box):
[X]   No longer applicable
[   ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1)	Title of each class of securities to which the
transaction applies:

(2)	Aggregate number of securities to which transactions
applies:

(3)	Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:1

(4)	Proposed maximum aggregate value of transaction:

	[   ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

1.  Set forth the amount on which the filing fee is calculated and
state how it  was determined.


                 SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
                              388 Greenwich Street
                            New York, New York 10013

--------------------------------------------------------------------------------
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------------------

                          To Be Held on April 20, 2000

To the Stockholders of Smith Barney Intermediate Municipal Fund, Inc.:

      The Annual Meeting of Stockholders of Smith Barney Intermediate Municipal
Fund, Inc. (the "Fund") will be held at the Fund's offices at 388 Greenwich
Street, New York, New York, 26th Floor, on April 20, 2000 at 10:00 A.M. (New
York Time) for the following purposes:

            1. To elect three Class I directors, each to hold office for the
      term indicated and until his or her successor shall have been elected and
      qualified;

            2. To ratify the selection of KPMG LLP as independent auditors of
      the Fund; and

            3. To transact such other business as may properly come before the
      meeting or any adjournments thereof.

      The Board of Directors has fixed the close of business on March 3, 2000 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting and any adjournments thereof.

                                          By Order of the Board of Directors


                                          Christina T. Sydor
                                          Secretary

New York, New York
March 24, 2000

                                   ----------

      IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON
OR BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROVIDED FOR
YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

<PAGE>

                 SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
                              388 Greenwich Street
                            New York, New York 10013

                                 ---------------

                                 PROXY STATEMENT

                                 ---------------

                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON APRIL 20, 2000

                                  INTRODUCTION

      This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Smith Barney Intermediate Municipal
Fund, Inc. (the "Fund") of proxies to be voted at the Annual Meeting of
Stockholders (the "Meeting") of the Fund, to be held at the Fund's principal
executive offices at 388 Greenwich Street, 26th Floor, New York, New York 10013,
on April 20, 2000 at 10:00 A.M. (New York Time), and at any adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Stockholders (the "Notice").

      The cost of soliciting proxies will be borne by the Fund. Proxy
solicitations will be made mainly by mail. In addition, certain officers,
directors and employees of the Fund; Salomon Smith Barney Inc. ("Salomon Smith
Barney"), which makes a market in the Fund's shares; SSB Citi Fund Management
LLC ("SSB Citi" or the "Manager") (successor to SSBC Fund Management Inc.), the
Fund's investment manager; and/or PFPC Global Fund Services ("PFPC"), the Fund's
transfer agent, may solicit proxies in person or by telephone, telegraph, or
mail. Salomon Smith Barney and SSB Citi are each located at 388 Greenwich
Street, New York, New York 10013; PFPC is located at 101 Federal Street, Boston,
Massachusetts 02110.

      The Annual Report of the Fund, including audited financial statements for
the fiscal year ended December 31, 1999, has previously been furnished to all
stockholders of the Fund. This proxy statement and form of proxy are first being
mailed to stockholders on or about March 24, 2000. The Fund will provide
additional copies of the annual report to any stockholder upon request by
calling the Fund at 1-800-331-1710.

      All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals. For purposes
of determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (i.e. proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not

<PAGE>

have discretionary power) will be treated as shares that are present but which
have not been voted. Because the requisite approval of both proposals is
measured by a portion of the votes actually cast, abstentions and broker
"non-votes" will have no impact on the approval of a proposal. Proposal 1
requires for approval the affirmative vote of a plurality of the votes cast at
the Meeting with a quorum present. Proposal 2 requires for approval the
affirmative vote of a majority of the votes cast at the Meeting with a quorum
present. Any proxy may be revoked at any time prior to the exercise thereof by
submitting another proxy bearing a later date, by giving written notice to the
Secretary of the Fund at the Fund's address indicated above, or by voting in
person at the Meeting.

      The Board knows of no business other than that specifically mentioned in
the Notice to be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment to the extent
permissible under applicable law.

      The Board of Directors of the Fund has fixed the close of business on
March 3, 2000 as the record date (the "Record Date") for the determination of
stockholders of the Fund entitled to notice of and to vote at the Meeting or any
adjournment thereof. Stockholders of the Fund on that date will be entitled to
one vote on each matter for each share held, and a fractional vote with respect
to fractional shares, with no cumulative voting rights. At the Record Date, the
Fund had outstanding 8,285,064.706 shares of Common Stock, par value $.001 per
share, the only authorized class of stock, of which 8,034,094.000 shares, or
96.97% were held in accounts, but not beneficially owned by, CEDE & CO., as
nominee for The Depository Trust Company, Box 20, Bowling Green Station, New
York, NY 10004-9998. At the Record Date, no other person (including any "group"
as that term is used in Section 13(d) of the Securities Exchange Act of 1934) to
the knowledge of the Board or the Fund, owned beneficially more than 5% of the
outstanding shares of the Fund. As of the Record Date, the officers and Board
members of the Fund in the aggregate beneficially owned less than 1% of the
outstanding shares of the Fund.

      In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice and this Proxy Statement are not
received by the time scheduled for the Meeting, the persons named as proxies may
move for one or more adjournments of the Meeting to permit further solicitation
of proxies with respect to any such proposals. In determining whether to adjourn
the Meeting, the following factors may be considered: the nature of the
proposals that are the subject of the Meeting, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to stockholders with respect to
the reasons for the solicitation. Any such adjournment will require the
affirmative vote of a majority of the shares present at the Meeting. The persons
named as proxies will vote in favor of such adjournment those shares which they
are entitled to vote and which have voted in favor of such proposals.


                                       2
<PAGE>

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

      The Board of Directors of the Fund is currently classified into three
classes. The directors serving in Class I have terms expiring at the Meeting;
the Class I Directors currently serving on the Board have been nominated by the
Board of Directors for re-election at the Meeting to serve for a term of three
years (until the 2003 Annual Meeting of Stockholders) or until their successors
have been duly elected and qualified. The affirmative vote of a plurality of the
votes cast at the Meeting at which a quorum is present is sufficient to elect
each nominee. It is the intention of the persons named in the enclosed proxy to
vote in favor of the election of the persons listed below as nominees.

      The Board knows of no reason why any of the Class I nominees listed below
will be unable to serve, but in the event of any such unavailability, the
proxies received will be voted for such substitute nominees as the Board may
recommend.

      Certain information concerning the nominees is set forth below. All of the
nominees for Class I currently serve as directors of other Smith Barney mutual
funds. Any director affiliated with the Manager or otherwise considered an
"interested person" of the Fund, as defined in the Investment Company Act of
1940, as amended (the "1940 Act") is indicated by an asterisk (*).

                   Persons Nominated for Election as Directors

<TABLE>
<CAPTION>
                                                                                  Number of Shares
                                    Principal Occupations                       and % Beneficially
                                    During Past Five Years,                         Owned as of
      Name                      Other Directorships, and Age                       March 3, 2000
      ----                      ----------------------------                    ------------------
<S>                       <C>                                                     <C>
CLASS I DIRECTORS

Heath B. McLendon*        Managing Director of Salomon Smith Barney;                 527.216**
 Director since 1995      Chairman, Co-Chairman or Trustee of the Board of
                          71 investment companies associated with Citigroup        (less than 1%)
                          Inc. ("Citigroup"); Director and President of SSB
                          Citi and Travelers Investment Adviser, Inc.
                          ("TIA"); age 66.

Allan J. Bloostein        President of Allan J. Bloostein Associates, a                None
 Director since 1999      consulting firm; Director of 19 investment
                          companies associated with Citigroup; Director of
                          CVS Corporation, a drugstore chain, and Taubman
                          Centers Inc., a real estate development company;
                          Retired Vice Chairman and Director of The May
                          Department Stores Company; age 70.

Richard E. Hanson, Jr.    Head of School, New Atlanta Jewish Community High            None
 Director since 1999      School, since September 1996; Director of 12
                          investment companies associated with Citigroup.
                          Formerly Headmaster, The Peck School, Morristown,
                          New Jersey; age 58.
</TABLE>

----------
*     Designates a Director who is an "interested person" of the Fund as defined
      under the 1940 Act.
**    Includes shares owned by members of this director's family.


                                       3
<PAGE>

      The remainder of the Board currently constitutes the Class II and Class
III directors, none of whom will stand for election at the Meeting, as their
terms are not due to expire until the year 2001 and 2002, respectively.

                         Directors Continuing in Office

<TABLE>
<CAPTION>
                                                                                  Number of Shares
                                    Principal Occupations                       and % Beneficially
                                    During Past Five Years,                         Owned as of
      Name                      Other Directorships, and Age                       March 3, 2000
      ----                      ----------------------------                    ------------------
<S>                       <C>                                                     <C>
CLASS II DIRECTORS

Paul Hardin               Professor of Law at the University of North                  None
 Director since 1994      Carolina at Chapel Hill; Director of 14
                          investment companies associated with
                          Citigroup; Director of The Summit
                          Bancorporation. Formerly, Chancellor of the
                          University of North Carolina at Chapel Hill;
                          age 68.

Roderick C. Rasmussen     Investment Counselor; Director of 12                        107.265
 Director since 1992      investment companies associated with                     (less than 1%)
                          Citigroup. Formerly Vice President of Dresdner
                          and Company Inc. (investment counselors); age
                          73.

John P. Toolan            Retired; Director of 12 investment companies                 None
 Director since 1992      associated with Citigroup; Trustee of John
                          Hancock Funds. Formerly Director and Chairman
                          of the Smith Barney Trust Company, Director of
                          Smith Barney Holdings Inc. and various
                          subsidiaries, Senior Executive Vice President,
                          Director and Member of the Executive Committee
                          of Smith Barney; age 69.

CLASS III DIRECTORS

Lee Abraham               Retired; Director of 12 investment companies                 None
 Director since 1999      associated with Citigroup. Director of R.G.
                          Barry Corp., a footwear manufacturer and
                          Signet Group plc, a specialty retailer and
                          eNote.com, Inc., a computer hardware company.
                          Formerly Chairman and Chief Executive Officer
                          of Associated Merchandising Corporation, a
                          major retail merchandising and sourcing
                          organization and formerly Director of Galey &
                          Lord, an apparel manufacturer and Liz
                          Claiborne, a specialty retailer; age 72.

Jane F. Dasher            Investment Officer of Korsant Partners, a                    None
 Director since 1999      family investment company; Director of 12
                          investment company associated with Citigroup.
                          Prior to 1997, an Independent Financial
                          Consultant; age 50.


Donald R. Foley           Retired; Director of 12 investment companies                124.304
 Director since 1992      associated with Citigroup. Formerly Vice                 (less than 1%)
                          President of Edwin Bird Wilson, Inc.
                          (advertising); age 77.
</TABLE>


                                       4
<PAGE>

             Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires the Fund's
officers and directors, and persons who beneficially own more than ten percent
of a registered class of the Fund's equity securities, to file reports of
ownership with the Securities and Exchange Commission, the American Stock
Exchange and the Fund. Based solely upon its review of the copies of such forms
received by it and representations from such persons, the Fund believes that,
during fiscal year 1999, all filing requirements applicable to such persons were
complied with.

      The Fund has no compensation committee of the Board of Directors, or any
committee performing similar functions. The Fund has an administrative and
governance committee composed of Lee Abraham, Donald R. Foley, Richard E.
Hanson, Jr., and Paul Hardin, which acts as a nominating committee of the Board
of Directors. The Fund has an audit and investment performance committee
composed of Allan J. Bloostein, Jane F. Dasher, Roderick C. Rasmussen and John
P. Toolan, which is charged with recommending a firm of independent auditors to
the Fund and reviewing accounting matters with the auditors. The Directors of
these respective committees are not "interested persons" of the Fund as defined
under the 1940 Act (the "independent directors").

      Seven meetings of the Board were held between January 1, 1999 and December
31, 1999, four of which were regular meetings. Four administrative and
governance committee meetings were held. Two Audit Committee meetings were also
held. No incumbent director attended less than 75% of these meetings since
his/her election to the Board of Directors.

      Only the independent directors receive remuneration from the Fund for
acting as a director. Aggregate fees and expenses (including reimbursement for
travel and out-of-pocket expenses) of $14.695 were paid to such directors by the
Fund during the fiscal year ended on December 31, 1999. Fees for the independent
directors, who also serve as board members of certain other funds sponsored by
or affiliated with Salomon Smith Barney, are currently set at $60,000 per annum
plus a per meeting fee of $2,500, with respect to in-person meetings and $100
for each telephone meeting. None of the officers of the Fund received any
compensation from the Fund for such period. Officers and interested directors of
the Fund are compensated by Salomon Smith Barney.


                                       5
<PAGE>

      The following table shows the compensation paid to each person who was a
director of the Fund during the Fund's last fiscal year:

                               COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                 Compensation
                                                                   from Fund
                            Aggregate                              and Fund              Total
                          Compensation        Pension or            Complex            Number of
                            from Fund         Retirement       Paid to Directors       Funds for
                         for the Fiscal    Benefits Accrued    for the Calendar     Which Director
                           Year Ended         as part of          Year Ended         Serves Within
    Name of Person          12/31/99         Fund Expenses         12/31/99          Fund Complex
    --------------          --------         -------------         --------          ------------
<S>                           <C>                 <C>             <C>                     <C>
Lee Abraham                   $ 39                0               $ 71,133                12
Allan J. Bloostein              39                0                112,483                19
Jane F. Dasher                 144                0                 65,733                12
Donald R. Foley*               259                0                 71,300                12
Richard E. Hanson, Jr.          38                0                 68,233                12
Paul Hardin                    259                0                 90,450                14
Heath B. McLendon+               0                0                      0                71
Roderick C. Rasmussen          259                0                 71,200                12
John P. Toolan*                159                0                 69,100                12
</TABLE>

----------
+     Designates a director who is an "interested person" of the Fund as defined
      under the 1940 Act.

*     Pursuant to the Fund's deferred compensation plan, the indicated Directors
      have elected to defer the following amounts of their compensation from the
      Fund: Donald R. Foley: $21, John P. Toolan: $159, and the following
      amounts of their total compensation from the Fund Complex: Donald R.
      Foley: $21,600, and John P. Toolan: $69,100.

      Upon attainment of age 72 the Fund's current directors may elect to change
      to emeritus status. Any directors elected or appointed to the Board of
      Directors in the future will be required to change to emeritus status upon
      attainment of age 80. Directors Emeritus are entitled to serve in emeritus
      status for a maximum of 10 years during which time they are paid 50% of
      the annual retainer fee otherwise applicable to the Fund's directors,
      together with reasonable out-of-pocket expenses for each meeting attended.
      During the Fund's last fiscal year, total compensation paid by the Fund to
      Directors Emeritus totalled $130.

      The following is a list of the current executive officers of the Fund, all
of whom have been elected by the directors to serve until their respective
successors are elected:

<TABLE>
<CAPTION>
                     Offices and Positions        Period          Principal Occupations During
Name                    Held with Fund         Offices Held          Past Five Years and Age
----                    --------------         ------------          -----------------------
<S>                  <C>                       <C>                <C>
Heath B. McLendon    Chairman of the           1995 to date       (see table of directors above)
                     Board, President
                     and Chief Executive
                     Officer
</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>
                     Offices and Positions        Period          Principal Occupations During
Name                    Held with Fund         Offices Held          Past Five Years and Age
----                    --------------         ------------          -----------------------
<S>                  <C>                       <C>                <C>
Lewis E. Daidone     Senior Vice President     1992 to date       Managing Director of Salomon Smith
                     and Treasurer                                Barney; Senior Vice President or
                                                                  Executive Vice President and Treasurer
                                                                  of 61 investment companies associated
                                                                  with Citigroup; Director and Senior Vice
                                                                  President of the Manager and TIA; 42.

Peter M. Coffey      Vice President            1992 to date       Managing Director of Salomon Smith
                                                                  Barney and investment officer of certain
                                                                  other investment companies associated
                                                                  with Citigroup; 55.

Christina T. Sydor   Secretary                 1992 to date       Managing Director of Salomon Smith
                                                                  Barney; Secretary of 61 investment
                                                                  companies associated with Citigroup;
                                                                  Secretary and General Counsel of the
                                                                  Manager and TIA; 49.

Paul Brook           Controller                1998 to date       Director of Salomon Smith Barney and
                                                                  Controller or Assistant Treasurer of 43
                                                                  investment companies associated with
                                                                  Citigroup; Prior to 1998, Managing
                                                                  Director of AMT Capital Services Inc.;
                                                                  Prior to 1997, Partner with Ernst &
                                                                  Young LLP; 46.
</TABLE>

                  THE BOARD OF DIRECTORS, INCLUDING ALL OF THE
                INDEPENDENT DIRECTORS, RECOMMENDS THAT YOU VOTE
                  "FOR" THE ELECTION OF NOMINEES TO THE BOARD.

                                 PROPOSAL NO. 2

                RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

      On December 17, 1999, based upon the recommendation of the Audit Committee
of the Fund's Board of Directors, and in accordance with Section 32 of the 1940
Act and the rules thereunder, the Board and the independent directors selected
KPMG LLP ("KPMG") as the Fund's independent auditors for the fiscal year ending
December 31, 2000. KPMG also serves as the independent auditors for the Manager,
other investment companies associated with Salomon Smith Barney and for
Citigroup, as of December 31, 1999. Citigroup is the ultimate parent company of
both SSB Citi and Salomon Smith Barney. KPMG has no direct or material indirect
financial interest in the Fund, the Manager, Citigroup, or any other investment
company sponsored by Salomon Smith Barney or its affiliates.


                                       7
<PAGE>

      If the Fund receives a written request from any stockholder at least five
days prior to the Meeting stating that the stockholder will be present in person
at the Meeting and desires to ask questions of the auditors concerning the
Fund's financial statements, the Fund will arrange to have a representative of
KPMG present at the Meeting who will respond to appropriate questions and have
an opportunity to make a statement.

      The affirmative vote of a majority of votes cast is required to ratify the
selection of KPMG.

      THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE SELECTION OF
INDEPENDENT AUDITORS.

                       SUBMISSION OF STOCKHOLDER PROPOSALS

      Stockholder proposals intended to be presented at its 2001 Annual Meeting
of Stockholders of the Fund must be received by November 24, 2000 to be included
in the proxy statement and the form of proxy relating to that meeting, as the
Fund expects that the 2001 Annual Meeting of Stockholders will be held in April
of 2001. The submission by a stockholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included. Stockholder
proposals are subject to certain regulations under the federal securities laws.

      The persons named as proxies for the Annual Meeting of Stockholders for
2001 will have discretionary authority to vote on any matter presented by a
stockholder for action at that meeting unless the Fund receives notice of the
matter by February 7, 2001, in which case these persons will not have
discretionary voting authority except as provided in the Securities and Exchange
Commission's rules governing stockholder proposals.

                                  OTHER MATTERS

      The Manager knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their judgment on such
matters.

                                     By Order of the Board of Directors,


                                     Christina T. Sydor
                                     Secretary

March 24, 2000


                                       8




FORM OF PROXY
SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
388 Greenwich Street
New York, New York 10013
This Proxy is Solicited on Behalf of the Board of Directors of the
Fund

The undersigned hereby appoints HEATH B. McLENDON, CHRISTINA T. SYDOR,
and GORDON E. SWARTZ, and each of them acting in the absence of the
other, as Proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated herein, all
the shares of common stock of Smith Barney Intermediate Municipal Fund, Inc.
held of record by the undersigned on March 3, 2000 at an Annual Meeting of
Stockholders to be held on April 20, 2000 or any adjournment thereof.



[SEE REVERSE SIDE]   CONTINUED AND TO BE SIGNED ON REVERSE SIDE   [SEE REVERSE
SIDE]


[ X ]	Please mark
	votes as in
	this example.

The Board of Directors recommends a vote "FOR" the following
proposals. This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder.  If no
direction is made, this proxy will be voted FOR each nominee for
director and FOR each proposal.

1.	ELECTION OF DIRECTORS
Class I Nominees: (1) Heath B. McLendon (2) Allan J. Bloostein
			and (3) Richard E. Hanson, Jr.

	   FOR			WITHHELD
	[         ]			[         ]

	[         ]
	For all nominees except as noted above


2.	PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT
AUDITORS OF THE FUND FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.

	   FOR			AGAINST		ABSTAIN
	[        ]			[        ]		[        ]

3.	In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

	MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
	[          ]

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

Please sign exactly as name appears to the left.  When shares
are held by joint tenants, both should sign, or if one signs, that
stockholder's vote binds both stockholders. When signing as attorney,
executor, administrator, agent, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer.  If a partnership,
please sign in partnership name by authorized person.



Signature: ____________________________ Date: ______________

Signature: ____________________________ Date: ______________



g:/legal/funds/#sbi/2000/secdocs/proxycrd