SMITH BARNEY MANAGED MUNICIPALS FUND INC. PRIVATE


	ARTICLES SUPPLEMENTARY


	Smith Barney Managed Municipals Fund Inc., a
Maryland corporation, having its principal office in
Baltimore City, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and
Taxation of Maryland that:

	FIRST:		The Corporation is authorized to
issue 1,100,00,000 shares of capital stock, par value
$.001 per share, with an aggregate par value of
$1,100,000.  These Articles Supplementary do not
increase the total authorized capital stock of the
Corporation or the aggregate par value thereof.  The
Board of Directors hereby classifies and reclassifies
all of the unissued shares of capital stock of all
classes of the Corporation in such manner that the
Corporation's capital stock will be classified into
six classes, each with a par value of $.001 per share,
designated Class A Common Stock, Class B Common Stock,
Class L Common Stock, Class Y Common Stock, Class Z
Common Stock and Class 1 Common Stock.  The
Corporation shall be authorized to issue up to
1,100,000,000 shares of each such class of capital
stock less, at any time, the total number of shares of
all other such classes of capital stock then issued
and outstanding.  At not time may the Corporation
cause to be issued and outstanding more than
1,100,000,000 shares of capital stock of all such
classes in the aggregate unless such number be
hereafter increased in accordance with the Maryland
General Corporation Law.

	SECOND:	The shares of Class A Common Stock,
Class B Common Stock, Class L Common Stock, Class Y
Common Stock, and Class Z Common Stock, classified
hereby shall have the preferences, conversion and
other rights, voting powers, restrictions, limitations
as to dividends, qualifications and terms and
conditions of redemption as currently set forth in the
Charter of the Corporation with respect to those
classes of capital stock.  The Class 1 Common Stock
classified hereby shall have the preferences,
conversion and other rights, voting powers,
restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption
as set forth in Article V, being also referred to as
Article FIFTH, of the Corporation's Articles of
Incorporation and shall be subject to all provisions
of its Articles of Incorporation relating to stock of
the Corporation generally.

	THIRD:  The Board of Directors of the
Corporation has classified the shares described above
pursuant to authority contained in the Corporation's
Charter.

	The undersigned President of the Corporation
acknowledges these Articles Supplementary to be the
corporate act of the Corporation and states that to
the best of his knowledge, information and belief, the
matters and facts set forth in these Articles with
respect to authorization and approval are true in all
material respects and that this statement is made
under penalties of perjury.


	IN WITNESS WHEREOF, Smith Barney Managed
Municipals Fund Inc. has caused these Articles
Supplementary to be signed and filed in its name and
on its behalf by its President and witnessed by its
Assistant Secretary as of July 12, 2000.


WITNESS:					SMITH BARNEY
MANAGED MUNICIPALS
FUND INC.


	                             	 	By:

Michael Kocur	 				       Heath
B. McLendon
Assistant Secretary
President
G:\Fund Accounting\Legal\FUNDS\SMMU\ARTICLES SUPPLEMENTARY CLASS 1 JULY
2000.doc