ADMINISTRATION AGREEMENT

SMITH BARNEY SHEARSON AGGRESSIVE GROWTH FUND INC.


								April 21, 1994



Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105

Dear Sirs:

	Smith Barney Shearson Aggressive Growth Fund Inc. (the 
"Fund"), a corporation organized under the laws of the State of 
Maryland, confirms its agreement with Smith, Barney Advisers, Inc. 
("SBA") 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 its Articles of Incorporation dated 
May 12, 1983 as amended from time to time (the "Articles of 
Incorporation"), in its Prospectus and Statement of Additional 
Information as from time to time in effect and in such manner and 
to such extent as may from time to time be approved by the Board 
of Directors of the Fund (the "Board").  Copies of the Fund's 
Prospectus, Statement of Additional Information and Articles of 
Incorporation have been or will be submitted to SBA. Asset 
Management (the "Adviser") serves as the Fund's investment 
adviser, and the Fund desires to employ and hereby appoints SBA to 
act as its administrator.  SBA accepts this appointment and agrees 
to furnish the services to the Fund for the compensation set forth 
below.  SBA 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 that such persons 
shall remain under the general supervision of SBA.

	2.	Services as Administrator

		Subject to the supervision and direction of the Board, 
SBA will: (a) assist in supervising all aspects of the Fund's 
operations except those performed by the Fund's investment adviser 
under its investment advisory agreement; (b) supply the Fund with 
office facilities (which may be in SBA's own offices), statistical 
and research data, data processing services, clerical, accounting 
and bookkeeping services, including, but not limited to, the 
calculation of (i) the net asset value of shares of the Fund, (ii) 
applicable contingent deferred sales charges and similar fees and 
charges and (iii) distribution fees, internal auditing and legal 
services, internal executive and administrative services, and 
stationary and office supplies; and (c) prepare reports to 
shareholders of the Fund, tax returns and reports to and filings 
with the Securities and Exchange Commission (the "SEC") and state 
blue sky authorities.



	3.	Compensation

		In consideration of services rendered pursuant to this 
Agreement, the Fund will pay SBA on the first business day of each 
month a fee for the previous month at an annual rate of .20 of 
1.00% of the Fund's average daily net assets.  The fee for the 
period from the date the Fund's initial registration statement is 
declared effective by the SEC to the end of the month during which 
the initial registration statement is declared effective shall be 
prorated 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 a month 
shall be prorated according to the proportion which 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 SBA, 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 Statement of Additional Information 
as from time to time in effect.

	4.	Expenses

		SBA 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:  taxes, interest, brokerage fees and commissions, if 
any; fees of the members of the Board of the Fund who are not 
officers, directors or employees of Smith Barney Shearson Inc. or 
its affiliates or any person who is an affiliate of any person to 
whom duties may be delegated hereunder; SEC fees and state blue 
sky qualification fees; charges of custodians and transfer and 
dividend disbursing agents; the Fund's and Board members' 
proportionate share of insurance premiums, professional 
association dues and/or assessments; outside auditing and legal 
expenses; costs of maintaining the Fund's existence; costs 
attributable to investor services, including, without limitation, 
telephone and personnel expenses; costs of preparing and printing 
prospectuses and statements of additional information for 
regulatory purposes and for distribution to existing shareholders; 
costs of shareholders' reports and meetings of the officers or 
Board and any extraordinary expenses.  In addition, the Fund will 
pay all distribution fees pursuant to a Distribution Plan adopted 
under Rule 12b-1 of the Investment Company Act of 1940, as amended 
(the "1940 Act").

	5.	Reimbursement to the Fund

		If in any fiscal year the aggregate expenses of the 
Fund (including fees pursuant to this Agreement and the Fund's 
investment advisory agreement (s), 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, SBA 
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 SBA 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.	Standard of Care

		SBA shall exercise its best judgment in rendering the 
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to 
protect or purport to protect SBA against liability to the Fund or 
to its shareholders to which SBA would otherwise be subject by 
reason of willful misfeasance, bad faith or gross negligence on 
its part in the performance of its duties or by reason of SBA's 
reckless disregard of its obligations and duties under this 
Agreement.

	7.	Term of Agreement

		This Agreement shall continue automatically for 
successive annual periods, provided such continuance is 
specifically approved at least annually by the Board.

	8.	Service to Other Companies or Accounts

		The Fund understands that SBA now acts, will continue 
to act and may act in the future as administrator to one or more 
other investment companies, and the Fund has no objection to SBA 
so acting.  In addition, the Fund understands that the persons 
employed by SBA or its affiliates to assist in the performance of 
its duties hereunder will not devote their full time to such 
service and nothing contained herein shall be deemed to limit or 
restrict the right of SBA or its affiliates to engage in and 
devote time and attention to other businesses or to render 
services of whatever kind or nature.

	9.	Indemnification

		The Fund agrees to indemnify SBA and its officers, 
directors, employees, affiliates, controlling persons, agents 
(including persons to whom responsibilities are delegated 
hereunder) ("indemnitees") against any loss, claim, expense or 
cost of any kind (including reasonable attorney's fees) resulting 
or arising in connection with this Agreement or from the 
performance or failure to perform any act hereunder, provided that 
no such indemnification shall be available if the indemnitee 
violated the standard of care in paragraph 6 above.  This 
indemnification shall be limited by the 1940 Act, and relevant 
state law.  Each indemnitee shall be entitled to advancement of 
its expenses in accordance with the requirements of the 1940 Act 
and the rules, regulations and interpretations thereof as in 
effect from time to time.

	10.	Limitation of Liability

		The Fund, SBA and Boston Advisors agree that the 
obligations of the Fund 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 Fund 
individually, but are binding only upon the assets and property of 
the Fund, as provided in the Articles of Incorporation.  




The execution and delivery of this Agreement has been duly 
authorized by the Fund, SBA and Boston  Advisors, and signed by an 
authorized officer of each, acting as such.  Neither the 
authorization by the Board members of the Fund, nor the execution 
and delivery by the officer of the Fund 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 Articles of Incorporation.

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

							Very truly yours,

							Smith Barney Shearson
							Aggressive Growth Fund 
Inc.



							By: 	/s/Heath B. 
McLendon	
							Name:	Heath B. McLendon
							Title:	Chairman of 
the Board

Accepted:

Smith, Barney Advisers, Inc.

By: 	/s/ Christina Sydor
Name:	Christina Sydor
Title:	Secretary





APPENDIX A


ADMINISTRATIVE SERVICES

Fund Accounting.  Fund accounting services involve comprehensive 
accrual-based recordkeeping and management information.  They include 
maintaining a fund's books and records in accordance with the Investment 
Company Act of 1940, as amended (the "1940 Act"), net asset value 
calculation, daily dividend calculation, tax accounting and portfolio 
accounting.

	The designated fund accountants interact with the Fund's 
custodian, transfer agent and investment adviser daily.  As required, 
the responsibilities of each fund accountant may include:

	* Cash Reconciliation - Reconcile prior day's ending cash 
balance per custodian's records and the accounting system to 
the prior day's ending cash balance per fund accounting's 
cash availability report;

	* Cash Availability - Combine all activity affecting the 
Fund's cash account and produce a net cash amount available 
for investment;

	* Formal Reconciliations - Reconcile system generated reports 
to prior day's calculations of interest, dividends, 
amortization, accretion, distributions, capital stock and 
net assets;

	*	Trade Processing - Upon receipt of instructions from the 
investment adviser review, record and transmit buys and 
sells to the custodian;

	* Journal Entries - Input entries to the accounting system 
reflecting shareholder activity and Fund expense accruals;

	*	Reconcile and Calculate N.O.A. (net other assets) - Compile 
all activity affecting asset and liability accounts other 
than investment account;

	* Calculate Net Income, Mil Rate and Yield for Daily 
Distribution Funds - Calculate income on purchase and sales, 
calculate change in income due to variable rate change, 
combine all daily income less expenses to arrive at net 
income, calculate mil rate and yields (1 day, 7 day and 30 
day);

	* Mini-Cycle (except for Money Market Funds) - Review intra 
day trial balance and reports, review trial balance N.O.A.;

	* Holdings Reconciliation - Reconcile the portfolio holdings 
per the system to custodian records;

	* Pricing - Determine N.A.V. for Fund using market value of 
all securities and currencies (plus N.O.A.), divided by the 
shares outstanding, and investigate securities with 
significant price changes (over 5%);

	* Money Market Fund Pricing - Monitor valuation for compliance 
with Rule 2a-7;

	* System Check-Back - Verify the change in market value of 
securities which saw trading activity per the system;

	* Net Asset Value Reconciliation - Identify the impact of 
current day's Fund activity on a per share basis;

	* Reporting of Price to NASDAQ - 5:30 P.M. is the final 
deadline for Fund prices being reported to the newspaper;

	* Reporting of Price to Transfer Agent- N.A.V.s are reported 
to transfer agent upon total completion of above activities.

	In addition, fund accounting personnel: communicate corporate 
actions of portfolio holdings to portfolio managers; initiate 
notification to custodian procedures on outstanding income receivables; 
provide information to the Fund's treasurer for reports to shareholders, 
SEC, Board members, tax authorities, statistical and performance 
reporting companies and the Fund's auditors; interface with the Fund's 
auditors; prepare monthly reconciliation packages, including expense pro 
forma; prepare amortization schedules for premium and discount bonds 
based on the effective yield method; prepare vault reconciliation 
reports to indicate securities currently "out-for-transfer;" and 
calculate daily expenses based on expense ratios supplied by Fund's 
treasurer.

Financial Administration.  The financial administration services made 
available to the Fund fall within three main categories:  Financial 
Reporting; Statistical Reporting; and Publications.  The following is a 
summary of the services made available to the Fund by the Financial 
Administration Division:

		Financial Reporting

		* Coordinate the preparation and review of the annual, 
semi-annual and quarterly portfolio of investments and 
financial statements included in the Fund's 
shareholder reports.

		Statistical Reporting

		* Total return reporting;

		* SEC 30-day yield reporting and 7-day yield reporting 
(for money market funds);

		* Prepare dividend summary;

		* Prepare quarter-end reports;

		* Communicate statistical data to the financial media 
(Donoghue, Lipper, Morningstar, et al.)

		Publications

		* Coordinate the printing and mailing process with 
outside printers for annual and semi-annual reports, 
prospectuses, statements of additional information, 
proxy statements and special letters or supplements;

		* Provide graphics and design assistance relating to the 
creation of marketing materials and shareholder 
reports.

Treasury.  The following is a summary of the treasury services available 
to the Fund:

		* Provide a Treasurer and Assistant Treasurer for the 
Fund;

		* Determine expenses properly chargeable to the Fund;

		* Authorize payment of bills for expenses of the Fund;

		* Establish and monitor the rate of expense accruals;

		* Prepare financial materials for review by the Fund's 
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 
reports, repurchase agreement dealer lists, securities 
transactions);

		* Recommend dividends to be voted by the Fund's Board;

		* Monitor mark-to-market comparisons for money market 
funds;

		* Recommend valuation to be used for securities which 
are not readily saleable;

		* Function as a liaison with the Fund's outside auditors 
and arrange for audits;

		* Provide accounting, financial and tax support relating 
to portfolio management and any contemplated changes 
in the Fund's structure or operations;

		* 	Prepare and file forms with the Internal Revenue 
Service

			*	Form 8613
			*	Form 1120-RIC
			*	Board Members' and Shareholders' 1099s
			*	Mailings in connection with Section 852 and 
related regulations.

Legal and Regulatory Services.  The legal and regulatory services made 
available to the Fund fall within four main areas: SEC and Public 
Disclosure Assistance; Corporate and Secretarial Services; Compliance 
Services; and Blue Sky Registration.  The following is a summary of the 
legal and regulatory services available to the Fund:

		SEC and Public Disclosure Assistance

		* File annual amendments to the Fund's registration 
statements, including updating the prospectus and 
statement of additional information where applicable;

		* File annual and semi-annual shareholder reports with 
the appropriate regulatory agencies;

		* Prepare and file proxy statements;

		* Review marketing material for SEC and NASD clearance;

		* Provide legal assistance for shareholder 
communications.

		Corporate and Secretarial Services

		* Provide a Secretary and an Assistant Secretary for the 
Fund; 

		* Maintain general corporate calendar;

		* Prepare agenda and background materials for Fund board 
meetings, make presentations where appropriate, 
prepare minutes and follow-up matters raised at Board 
meetings;

		* Organize, attend and keep minutes of shareholder 
meetings;

		* Maintain Articles of Incorporation and By-Laws of the 
Fund.

		Legal Consultation and Business Planning

		* Provide general legal advice on matters relating to 
portfolio management, Fund operations and any 
potential changes in the Fund's investment policies, 
operations or structure;

		* Maintain continuing awareness of significant emerging 
regulatory and legislative developments which may 
affect the Fund, update the Fund's Board and the 
investment adviser on those developments and provide 
related planning assistance where requested or 
appropriate;

		* Develop or assist in developing guidelines and 
procedures to improve overall compliance by the Fund 
and its various agents;

		* Manage Fund litigation matters and assume full 
responsibility for the handling of routine Fund 
examinations and investigations by regulatory 
agencies.

		Compliance Services

		The Compliance Department is responsible for preparing 
compliance manuals, conducting seminars for fund accounting and advisory 
personnel and performing on-going testing of the Fund's portfolio to 
assist the Fund's investment adviser in complying with prospectus 
guidelines and limitations, 1940 Act requirements and Internal Revenue 
Code requirements.  The Department may also act as liaison to the SEC 
during its routine examinations of the Fund.

		State Regulation

		The State Regulation Department operates in a fully 
automated environment using blue sky registration software developed by 
Price Waterhouse.  In addition to being responsible for the initial and 
on-going registration of shares in each state, the Department acts as 
liaison between the Fund and state regulators, and monitors and reports 
on shares sold and remaining registered shares available for sale.






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