SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
AMENDED AND RESTATED
 SHAREHOLDER  SERVICES AND DISTRIBUTION
PLAN PRIVATE


	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 Arizona Municipals
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 New York ("Salomon Smith
Barney"), a service fee under the Plan at
an annual rate of 0.15% 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
0.15% 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
0.15% 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 0.55% 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 Salomon 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
Salomon Smith Barney; (d) payments made to, and
expenses of, Salomon 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 Salomon Smith Barney; provided,
however, that (i) the Distribution Fee for a
particular Class may be used by Salomon 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 Salomon Smith Barney and
other persons as compensation for the sale of the
shares, and (ii) the Service Fees are intended to
be used by Salomon 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 October 8, 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 ARIZONA
MUNICIPALS FUND INC.



					By:
____________________________________
					     Heath B. McLendon
					     Chairman of the
Board
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