FORM OF 
INVESTMENT ADVISORY AGREEMENT


December 11, 1997

Travelers Investment Management Company
One Tower Square
Hartford, CT  06188-203


Dear Sirs:

	This Investment Advisory Agreement (the "Agreement") is made on this 
11th day of December, 1997, by and between Smith Barney Investment Trust, a 
business trust organized under the laws of the Commonwealth of Massachusetts 
(the "Trust"), in respect of its sub-trust, Smith Barney S&P 500 Index Fund 
(the "Fund"), and Travelers Investment Management Company ("TIMCO") as 
follows:

1.	Investment Description; Appointment

	The Fund desires to employ its capital by investing and reinvesting in 
investments of the kind and in accordance with the limitations specified 
in: (i) the Trust's Master Trust Agreement, as amended from time to time 
(the "Master Trust Agreement"); (ii) the Fund's Prospectus (the 
"Prospectus"); and (iii) the Fund's Statement of Additional Information 
(the "Statement") filed with the Securities and Exchange Commission (the 
"SEC") as part of the Fund's Registration Statement on Form N-lA, as 
amended from time to time, and in such manner and to such extent as may 
from time to time be approved by the Board of Trustees of the Trust (the 
"Board").  Copies of the Fund's Prospectus and the Statement and the 
Trust's Master Trust Agreement have been or will be submitted to TIMCO.  
The Trust desires to employ and hereby appoints TIMCO to act as 
investment adviser for the Fund. TIMCO accepts the appointment and 
agrees to furnish the services for the compensation set forth below. 
TIMCO is hereby authorized to retain third parties and is hereby 
authorized to delegate some or all of its duties and obligations 
hereunder to such persons, provided such persons shall remain under the 
general supervision of TIMCO.

2.	Services as Investment Adviser

	Subject to the supervision and direction of the Board, TIMCO will: (a) 
manage the Fund's portfolio in accordance with the Fund's investment 
objective and policies as stated in the Prospectus and the Statement; 
(b) make investment decisions for the Fund; (c) place purchase and sale 
orders for portfolio transactions for the Fund; and (d) employ 
professional portfolio managers and securities analysts to provide 
research services to the Fund.  In providing those services, TIMCO will 
conduct a continual program of investment, evaluation and, if 
appropriate, sale and reinvestment of the Fund's assets.




3.	Compensation

	In consideration of the services rendered pursuant to this Agreement, 
the Trust will pay TIMCO, on the first business day of each month, a fee 
for the previous month at an annual rate of 0.15% of the Fund's average 
daily net assets.  The fee for the period from the date the Fund 
commences its investment operations to the end of the month during which 
the Fund commences its investment operations shall be pro-rated 
according to the proportion that such period bears to the full monthly 
period.  Upon any termination of this Agreement before the end of any 
month, the fee for such part of that month shall be pro-rated according 
to the proportion that such period bears to the full monthly period and 
shall be payable upon the date of termination of this Agreement.  For 
the purpose of determining fees payable to TIMCO, the value of the 
Fund's net assets shall be computed at the times and in the manner 
specified in the Fund's Prospectus and/or the Statement, as from time to 
time in effect.

4.	Expenses

	TIMCO will bear all expenses in connection with the performance of its 
services under this Agreement.  The Fund will bear certain other 
expenses to be incurred in its operation, including: investment advisory 
and administration fees; charges of custodians and transfer and dividend 
disbursing agents; fees for necessary professional services, such as the 
Fund's and Board members' proportionate share of insurance premiums, 
professional associations, dues and/or assessments; and brokerage 
services, including taxes, interest and commissions; costs of preparing 
and printing prospectuses and statements of additional information for 
regulatory purposes and for distribution to existing shareholders; the 
costs of regulatory compliance, such as SEC fees and state blue sky 
qualifications fees; outside auditing and legal expenses and costs 
associated with maintaining the Fund's legal existence; costs of 
shareholders' reports and meetings of the officers or Board; fees of the 
members of the Board who are not officers, directors or employees of 
Smith Barney, Inc. or its affiliates or any person who is an affiliate 
of any person to whom duties may be delegated hereunder.

5.	Reimbursement to the Fund

	If in any fiscal year the aggregate expenses of the Fund (including fees 
pursuant to this Agreement, but excluding distribution fees, interest, 
taxes, brokerage and, if permitted by state securities commissions, 
extraordinary expenses) exceed the expense limitations of any state 
having jurisdiction over the Fund, TIMCO will reimburse the Fund for 
that excess expense to the extent required by state law in the same 
proportion as its respective fees bear to the combined fees for 
investment advice and administration. The expense reimbursement 
obligation of TIMCO will be limited to the amount of its fees hereunder.  
Such expense reimbursement, if any, will be estimated, reconciled and 
paid on a monthly basis.

6.	Brokerage

	In selecting brokers or dealers to execute transactions on behalf of the 
Fund, TIMCO will seek the best overall terms available.  In assessing 
the best overall terms available for any transaction, TIMCO will 
consider factors it deems relevant, including, but not limited to, the 
breadth of the market in the security, the price of the security, the 
financial condition and execution capability of the broker or dealer and 
the reasonableness of the commission, if any, for the specific 
transaction and on a continuing basis.  In selecting brokers or dealers 
to execute a particular transaction, and in evaluating the best overall 
terms available, TIMCO is authorized to consider the brokerage and 
research services (as those terms are defined in Section 28(e) of the 
Securities Exchange Act of 1934, as amended) provided to the Fund and/or 
other accounts over which TIMCO or its affiliates exercise investment 
discretion.

7.	Information Provided to the Fund

	TIMCO will keep the Trust informed of developments materially affecting 
the Fund's portfolio, and will, on its own initiative, furnish the Trust 
from time to time with whatever information TIMCO believes is 
appropriate for this purpose.

8.	Standard of Care

	TIMCO shall exercise its best judgment in rendering the services listed 
in paragraph 2 above. TIMCO shall not be liable for any error of 
judgment or mistake of law or for any loss suffered by the Fund in 
connection with the matters to which this Agreement relates, provided 
that nothing in this Agreement shall be deemed to protect or purport to 
protect TIMCO against any liability to the Trust or to the Fund's 
shareholders to which TIMCO would otherwise be subject by reason of 
willful malfeasance, bad faith or gross negligence on its part in the 
performance of its duties or by reason of TIMCO 's reckless disregard of 
its obligations and duties under this Agreement.

9.	Services to Other Companies or Accounts

	The Trust understands that TIMCO now acts, will continue to act and may 
act in the future as: investment adviser to fiduciary and other managed 
accounts, as well as to other investment companies; and the Trust has no 
objection to TIMCO's so acting, provided that whenever the Fund and one 
or more other investment companies advised by TIMCO have available funds 
for investment, investments suitable and appropriate for each will be 
allocated in accordance with a formula believed to be equitable to each 
company.  The Trust recognizes that in some cases this procedure may 
adversely affect the size of the position obtainable for the Fund.  In 
addition, the Trust understands that the persons employed by TIMCO to 
assist in the performance of TIMCO's duties under this Agreement will 
not devote their full time to such service and nothing contained in this 
Agreement shall be deemed to limit or restrict the right of TIMCO or any 
affiliate of TIMCO to engage in and devote time and attention to other 
businesses or to render services of whatever kind or nature.

10.	Term of Agreement

	This Agreement shall become effective as of the date the Fund commences 
its investment operations and continue for an initial two-year term and 
shall continue thereafter so long as such continuance is specifically 
approved at least annually by (i) the Board or (ii) a vote of a 
"majority" (as defined in the Investment Company Act of 1940, as amended 
(the "1940 Act")) of the Fund's outstanding voting securities, provided 
that in either event the continuance is also approved by a majority of 
the Board who are not "interested persons" (as defined in the 1940 Act) 
of any party to this Agreement, by vote cast in person or by proxy at a 
meeting called for the purpose of voting on such approval.  This 
Agreement is terminable, without penalty, on 60 days' written notice, by 
the Board or by vote of holders of a majority of the Fund's shares, or 
upon 90 days' written notice, by TIMCO. This Agreement will also 
terminate automatically in the event of its assignment (as defined in 
the 1940 Act).

11.	Representation by the Trust

	The Trust represents that a copy of the Master Trust Agreement is on 
file with the Secretary of the Commonwealth of Massachusetts and with 
the City of Boston.

12.	Limitation of Liability

	The Trust and TIMCO agree that the obligations of the Trust under this 
Agreement shall not be binding upon any of the Board members, 
shareholders, nominees, officers, employees or agents, whether past, 
present or future, of the Trust individually, but are binding only upon 
the assets and property of the Fund, as provided in the Master Trust 
Agreement.  The execution and delivery of this Agreement have been duly 
authorized by the Trust and TIMCO, and signed by an authorized officer 
of each, acting as such. Neither the authorization by the Board members 
of the Trust, nor the Trust execution and delivery by the officer of the 
Trust shall be deemed to have been made by any of them individually or 
to impose any liability on any of them personally, but shall bind only 
the assets and property of the Fund as provided in the Master Trust 
Agreement.

	If the foregoing is in accordance with your understanding, kindly 
indicate your acceptance hereof by signing and returning the enclosed copy of 
this Agreement to us.

								Very truly yours,


							Smith Barney Investment Trust,
								on behalf of 
							Smith Barney S&P 500 Index Fund.

							By:                                                          
							Title:

Accepted:
Travelers Investment Management Company

By:                                           Title:

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