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 Appreciation 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 0.25% 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 0.75% 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 0.75% 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 June_____, 2000.

					SMITH BARNEY APPRECIATION FUND INC.



					By: ____________________________________
					     Heath B. McLendon
					     Chairman of the Board