Smith Barney
INVESTMENT TRUST
388 Greenwich Street
New York, New York 10013
(800) 451-2010

	March 30, 1998 as amended June 17, 1998

This Statement of Additional Information (the SAI) supplements the 
information contained in the current Prospectus of the Smith Barney Large 
Capitalization Growth Fund (the Fund) dated March 30, 1998, as amended or 
supplemented from time to time, and should be read in conjunction with the 
Prospectus.  The Prospectus may be obtained by contacting a Smith Barney 
Financial Consultant, or by writing or calling Smith Barney Investment Trust 
(the Trust), of which the Large Capitalization Growth Fund is a series, at 
the address or telephone number set forth above.  This SAI, although not in 
itself a prospectus, is incorporated by reference into each Prospectus in its 
entirety.

TABLE OF CONTENTS

For ease of reference, the section headings used in this SAI are identical to 
those used in each Prospectus except as noted in parentheses below:

Management of the Trust and the Funds	
1
Investment Objectives and Management Policy	
4
Purchase of Shares	
8
Redemption of Shares	
9
Distributor	
10
Valuation of Shares	
11
Exchange Privilege	
12
Performance Data (See in the Prospectus Performance )	
12
Taxes (See in the Prospectus Dividend, Distribution and Taxes)	
15
Additional Information	
16
Financial Statements	
17
MANAGEMENT OF THE TRUST AND THE FUND
The executive officers of the Fund are employees of certain of the 
organizations that provide services to the Fund.  These organizations are as 
follows:
NAME	SERVICE
Smith Barney Inc. (Smith Barney or the Distributor)	
Distributor
Mutual Management Corp. (MMC or the Manager)	
Investment Manager
PNC Bank, National Association (PNC or the Custodian)	
Custodian
First Data Investor Services Group, Inc.,
(First Data or the  Custodian)	

Transfer Agent

These organizations and the functions they perform for the Fund are discussed 
in the Prospectus and in this SAI.


TRUSTEES AND EXECUTIVE OFFICERS OF THE TRUST

The names of the Trustees of the Trust and executive officers of the Fund, 
together with information as to their principal business occupations, are set 
forth below.  The executive officers of the Fund are employees of 
organizations that provide services to the Fund.  Each Trustee who is an 
interested person of the Trust, as defined in the Investment Company Act of 
1940, as amended (the 1940 Act), is indicated by an asterisk.

	Herbert Barg (Age 74). Private Investor.  His address is 273 Montgomery 
Avenue, Bala Cynwyd, Pennsylvania 19004.

	*Alfred J. Bianchetti, Trustee (Age 75).  Retired; formerly Senior 
Consultant to Dean Witter Reynolds Inc.  His address is 19 Circle End Drive, 
Ramsey, New Jersey 07466.

	Martin Brody, Trustee (Age 76).  Consultant, HMK Associates; Retired 
Vice Chairman of the Board of Restaurant Associates Corp.  His address is c/o 
HMK Associates, 30 Columbia Turnpike, Florham Park, New Jersey 07932.

	Dwight B. Crane, Trustee (Age 60).  Professor, Harvard Business School.  
His address is c/o Harvard Business School, Soldiers Field Road, Boston, 
Massachusetts 02163.

	Burt N. Dorsett, Trustee (Age 67).  Managing Partner of Dorsett McCabe 
Management. Inc., an investment counseling firm; Trustee of Research 
Corporation Technologies, Inc., a nonprofit patent clearing and licensing 
firm.  His address is 201 East 62nd Street, New York, New York 10021.

	Elliot S. Jaffe, Trustee (Age 71).  Chairman of the Board and President 
of The Dress Barn, Inc.  His address is 30 Dunnigan Drive, Suffern, New York 
10901.

	Stephen E. Kaufman, Trustee (Age 66).  Attorney.  His address is 277 
Park Avenue, New York, New York 10172.

	Joseph J. McCann, Trustee (Age 67).  Financial Consultant; Retired 
Financial Executive, Ryan Homes, Inc.  His address is 200 Oak Park Place, 
Pittsburgh, Pennsylvania 15243.

	*Heath B. McLendon, Chairman of the Board and Investment Officer (Age 
64).  Managing Director of Smith Barney, Chairman of the Board of Smith 
Barney Strategy Advisers Inc. and President of MMC and Travelers Investment 
Adviser, Inc. (TIA); prior to July 1993, Senior Executive Vice President of 
Shearson Lehman Brothers Inc., Vice Chairman of Shearson Asset Management.  
Mr. McLendon is Chairman of the Board of 42 Smith Barney Mutual Funds. His 
address is 388 Greenwich Street, New York, New York 10013.

	Cornelius C. Rose, Jr., Trustee (Age 64).  President, Cornelius C. Rose 
Associates, Inc., financial consultants, and Chairman and Trustee of 
Performance Learning Systems, an educational consultant.  His address is Fair 
Oaks, Enfield, New Hampshire 03748.

	James J. Crisona,  Trustee Emeritus.  Attorney; formerly Justice of the 
Supreme Court of the State of New York.  His address is 118 East 60th Street,  
New York,  New York 10022

	Lewis E. Daidone, Senior Vice President and Treasurer (Age 40).  
Managing Director of Smith Barney, Chief Financial Officer of the Smith 
Barney Mutual Funds; Director and Senior Vice President of MMC and TIA. Mr. 
Daidone serves as Senior Vice President and Treasurer of 42 Smith Barney 
Mutual Funds.  His address is 388 Greenwich Street, New York, New York 10013.

	Alan Blake, Vice President and Investment Officer (Age 48), Managing 
Director of Smith Barney.  His address is 388 Greenwich Street, New York, New 
York 10013.

	Christina T. Sydor, Secretary (Age 46), Managing Director of Smith 
Barney. General Counsel and Secretary of MMC and TIA.  Ms. Sydor serves as 
secretary of 42 Smith Barney Mutual Funds.  Her address is 388 Greenwich 
Street, New York, New York 10013.

	No officer, director or employee of Smith Barney or any of its 
affiliates receives any compensation from the Trust for serving as an officer 
of the Fund or Trustee of the Trust.  The Trust pays each Trustee who is not 
an officer, director or employee of Smith Barney or any of its affiliates a 
fee of $8,000 per annum plus $500 per in-person meeting and $100 per 
telephonic meeting.  Each Trustee emeritus who is not an officer, director or 
employee of Smith Barney or its affiliates receives a fee of $4,000 per annum 
plus $250 per in-person meeting and $50 per telephonic meeting.  All Trustees 
are reimbursed for travel and out-of-pocket expenses incurred to attend such 
meetings.

	For the fiscal year ended November 30, 1997, the Trustees of the Fund 
were paid the following compensation:






Name of Person



Aggregate
Compensat
ion
from Fund 
#
Total
Pension or
Retirement
Benefits 
Accured
as part of
Fund Expenses


Compensatio
n
from Fund
and Fund
Complex
Paid to 
Trustees

Number of
Funds for
Which 
Trustees
Serves 
Within
Fund Complex
Herbert Barg
$6,600
$0
$101,600
18
Alfred 
Bianchetti*
  6,600
  0
49,600
13
Martin Brody
  6,000
  0
119,814
21
Dwight B. Crane
  6,600
  0
133,850
24
Burt N. Dorsett
  6,600
  0
49,600
13
Elliot S. Jaffe
  6,600
  0
48,500
13
Stephen E. 
Kaufman
  6,600
  0
91,964
15
Joseph J. 
McCann
  6,600
  0
49,600
13
Heath B. 
McLendon *
-
-
-
42
Cornelius C. 
Rose, Jr.
  6,600
  0
49,600
13
	
*      Designates an interested Trustee.
#   Upon attainment of age 80, Fund Trustees are required to change to 
emeritus status.  Trustees Emeritus are entitled to serve in emeritus 
status for a maximum of 10 years, during which time they are paid 50% of 
the annual retainer fee and meeting fees otherwise applicable to Fund 
Trustees, together with reasonable out-of-pocket expenses for each meeting 
attended.  Mr. Crisona is a Trustee Emeritus and as such may attend 
meetings but has no voting rights. During the Funds last fiscal year,  
aggregate compensation paid by the Fund to Trustees achieving emeritus 
status totaled $11,423

Investment Manager - MMC

MMC serves as investment manager to the Fund pursuant to an investment 
management agreement (the Investment Management Agreement) with the Trust 
which was approved by the Board of Trustees, including a majority of Trustees 
who are not interested persons of the Trust or the Manager.  The Manager is a 
wholly owned subsidiary of Salomon Smith Barney Holdings Inc. (Holdings), 
which in turn, is a wholly owned subsidiary of Travelers Group Inc. 
(Travelers).  The services provided by the Manager under the Investment 
Management Agreement are described in the prospectus under Management of the 
Trust and the Fund.  The Manager pays the salary of any officer and employee 
who is employed by both it and the Trust.  The Manager bears all expenses in 
connection with the performance of its services.
As compensation for investment management services, the Fund pays the Manager 
a fee computed daily and paid monthly at the annual rate of 0.75% of the 
Funds average daily net assets.

Counsel and Auditors

Willkie Farr & Gallagher serves as legal counsel to the Trust.  The Trustees 
who are not interested persons of the Trust have selected Stroock & Stroock & 
Lavan LLP as their counsel.

KPMG Peat Marwick LLP, independent auditors, 345 Park Avenue, New York, New 
York 10154, have been selected to serve as auditors of the Trust and to 
render opinions on the Funds financial statements for the fiscal year ended 
November 30, 1998.

INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

The Prospectus discusses the Funds investment objective and the policies it 
employs to achieve its objective.  This section contains supplemental 
information concerning the types of securities and other instruments in which 
the Fund may invest, the investment policies and portfolio strategies that 
the Fund may utilize and certain risks attendant to such investments, 
policies and strategies.

Money Market Instruments. As stated in the Prospectus, the Fund may invest 
for temporary defensive purposes in corporate and government bonds and notes 
and money market instruments.  Money market instruments in which the Fund may 
invest include: obligations issued or guaranteed by the United States 
government, its agencies or instrumentalities (U.S. government securities); 
certificates of deposit, time deposits and bankers acceptances issued by 
domestic banks (including their branches located outside the United States 
and subsidiaries located in Canada), domestic branches of foreign banks, 
savings and loan associations and similar institutions; high grade commercial 
paper; and repurchase agreements with respect to the foregoing types of 
instruments.  The following is a more detailed description of such money 
market instruments.

Certificates of deposit (CDs) are short-term, negotiable obligations of 
commercial banks.  Time deposits (TDs) are non-negotiable deposits maintained 
in banking institutions for specified periods of time at stated interest 
rates.  Bankers acceptances are time drafts drawn on commercial banks by 
borrowers, usually in connection with international transactions.
Domestic commercial banks organized under Federal law are supervised and 
examined by the Comptroller of the Currency and are required to be members of 
the Federal Reserve System and to be insured by the Federal Deposit Insurance 
Corporation the (FDIC).  Domestic banks organized under state law are 
supervised and examined by state banking authorities but are members of the 
Federal Reserve System only if they elect to join.  Most state banks are 
insured by the FDIC (although such insurance may not be of material benefit 
to the Fund, depending upon the principal amount of CDs of each bank held by 
the Fund) and are subject to Federal examination and to a substantial body of 
Federal law and regulation.  As a result of governmental regulations, 
domestic branches of domestic banks are, among other things, generally 
required to maintain specialized levels of reserves, and are subject to other 
supervision and regulation designed to promote financial soundness.
Obligations of foreign branches of domestic banks, such as CDs and TDs, may 
be general obligations of the parent bank in addition to the issuing branch, 
or may be limited by the terms of a specific obligation and governmental 
regulation.  Such obligations are subject to different risks than are those 
of domestic banks or domestic branches of foreign banks. These risks include 
foreign economic and political developments, foreign governmental 
restrictions that may adversely affect payment of principal and interest on 
the obligations, foreign exchange controls and foreign withholding and other 
taxes on interest income.  Foreign branches of domestic banks are not 
necessarily subject to the same or similar regulatory requirements that apply 
to domestic banks, such as mandatory reserve requirements, loan limitations, 
and accounting, auditing and financial recordkeeping requirements.  In 
addition, less information may be publicly available about a foreign branch 
of a domestic bank than about a domestic bank.  CDs issued by wholly owned 
Canadian subsidiaries of domestic banks are guaranteed as to repayment of 
principal and interest (but not as to sovereign risk) by the domestic parent 
bank.
Obligations of domestic branches of foreign banks may be general obligations 
of the parent bank in addition to the issuing branch, or may be limited by 
the terms of a specific obligation and by Federal and state regulation as 
well as governmental action in the country in which the foreign bank has its 
head office.  A domestic branch of a foreign bank with assets in excess of $1 
billion may or may not be subject to reserve requirements imposed by the 
Federal Reserve System or by the state in which the branch is located if the 
branch is licensed in that state.  In addition, branches licensed by the 
Comptroller of the Currency and branches licensed by certain states (State 
Branches) may or may not be required: (a) to pledge to the regulator by 
depositing assets with a designated bank within the state, an amount of its 
assets equal to 5% of its total liabilities; and (b) to maintain assets 
within the state in an amount equal to a specified percentage of the 
aggregate amount of liabilities of the foreign bank payable at or through all 
of its agencies or branches within the state.  The deposits of State Branches 
may not necessarily be insured by the FDIC.  In addition, there may be less 
publicly available information about a domestic branch of a foreign bank than 
about a domestic bank.
In view of the foregoing factors associated with the purchase of CDs and TDs 
issued by foreign branches of domestic banks or by domestic branches of 
foreign banks, the Manager will carefully evaluate such investments on a 
case-by-case basis.  Savings and loans associations whose CDs may be 
purchased by the Fund are supervised by the Office of Thrift Supervision and 
are insured by the Savings Association  Insurance Fund.  As a result, such 
savings and loan associations are subject to regulation and examination.

American, European and Continental Depository Receipts.  The Fund may invest 
in the securities of foreign and domestic issuers in the form of American 
Depository Receipts (ADRs) and European Depository Receipts (EDRs).  These 
securities may not necessarily be denominated in the same currency as the 
securities into which they may be converted.  ADRs are receipts typically 
issued by a U.S. bank or trust company that evidence ownership of underlying 
securities issued by a foreign corporation.  EDRs, which sometimes are 
referred to as Continental Depository Receipts (CDRs), are receipts issued in 
Europe typically by foreign banks and trust companies that evidence ownership 
of either foreign or domestic securities.  Generally, ADRs, in registered 
form, are designed for use in U.S. securities markets and EDRs and CDRs, in 
bearer form, are designed for use in European securities markets.

Miscellaneous Investment Policies

The Fund may invest up to an aggregate amount equal to 10% of its net assets 
of illiquid securities, which term includes securities subject to contractual 
or other restrictions on resale and other instruments that lack readily 
available markets.

Investment Restrictions

The investment restrictions numbered 1 through 7 below have been adopted by 
the Trust as fundamental policies of the Fund.  Under the 1940 Act, a 
fundamental policy may not be changed with respect to a Fund without the vote 
of a majority of the outstanding voting securities of the Fund.  Majority is 
defined in the 1940 Act as the lesser of (a) 67% or more of the shares 
present at a Fund meeting, if the holders of more than 50% of the outstanding 
shares of the Fund are present or represented by proxy, or (b) more than 50% 
of outstanding shares.  The remaining restrictions may be changed by a vote 
of a majority of the Trusts Board of Trustees at any time.

Under the investment restrictions adopted by the Trust with respect to the 
Fund:  The Fund will not

1. Invest in a manner that would cause it to fail to be a diversified company 
under the 1940 Act and the rules, regulations and orders thereunder.
 
2. Invest more than 25% of its total assets in securities, the issuers of 
which conduct their business activities in the same industry. For purposes of 
this limitation, securities of the U.S. government (including its agencies 
and instrumentalities) and securities of state or municipal governments and 
their political subdivisions are not considered to be issued by members of 
any industry.
 
3. Borrow money, except that (a) the Fund may borrow from banks for temporary 
or emergency (not leveraging) purposes, including the meeting of redemption 
requests which might otherwise require the untimely disposition of securities, 
and (b) the Fund may, to the extent consistent with its investment policies, 
enter into reverse repurchase agreements, forward roll transactions and 
similar investment strategies and techniques.  To the extent that it engages 
in transactions described in (a) and (b), the Fund will be limited so that no 
more than 331/3% of the value of its total assets (including the amount 
borrowed), valued at the lesser of cost or market, less liabilities (not 
including the amount borrowed) valued at the time the borrowing is made, is 
derived from such transactions.
 
4. Issue senior securities as defined in the 1940 Act and the rules, 
regulations and orders thereunder, except as permitted under the 1940 Act and 
the rules, regulations and orders thereunder
 
5. Make loans.  This restriction does not apply to: (a) the purchase of debt 
obligations in which the Fund may invest consistent with its investment 
objectives and policies; (b) repurchase agreements; and (c) loans of its 
portfolio securities, to the fullest extent permitted under the 1940 Act.
 
6. Purchase or sell real estate, real estate mortgages, commodities or 
commodity contracts, but this restriction shall not prevent the Fund from (a) 
investing in securities of issuers engaged in the real estate business or the 
business of investing in real estate (including interests in limited 
partnerships owning or otherwise engaging in the real estate business or the 
business of investing in real estate) and securities which are secured by real 
estate or interests therein;  (b) holding or selling real estate received in 
connection with securities it holds or held;  (c)  trading in futures 
contracts and options on futures contracts (including options on currencies to 
the extent consistent with the Funds investment objective and policies);  or 
(d) investing in real estate investment trust securities.
 
7. Engage in the business of underwriting securities issued by other persons, 
except to the extent that the Fund may technically be deemed to be an 
underwriter under the Securities Act of 1933, as amended, in disposing of 
portfolio securities.
 
8. Purchase any securities on margin (except for such short-term credits as 
are necessary for the clearance of purchases and sales of portfolio 
securities) or sell any securities short (except against the box).  For 
purposes of this restriction, the deposit or payment by the Fund of underlying 
securities and other assets in escrow and collateral agreements with respect 
to initial or maintenance margin in connection with futures contracts and 
related options and options on securities, indexes or similar items is not 
considered to be the purchase of a security on margin.  
 
9. Invest in oil, gas or other mineral leases or exploration or development 
programs.
 
10. Write or sell puts, calls, straddles, spreads or combinations of those 
transactions, except as permitted under the Funds investment objective and 
policies.
 
11. Purchase a security if, as a result, the Fund would then have more than 5% 
of its total assets invested in securities of issuers (including 
predecessors) that have been in continuous operation for fewer than three 
years.

12. Make investments for the purpose of exercising control of management.

Portfolio Transactions 

Decisions to buy and sell securities for the Fund are made by the Manager, 
subject to the overall review of the Trusts Board of Trustees.  Although 
investment decisions for the Fund are made independently from those of the 
other accounts managed by the Manager, investments of the type that the Fund 
may make also may be made by those other accounts.  When the Fund and one or 
more other accounts managed by the Manager are prepared to invest in, or 
desire to dispose of, the same security, available investments or 
opportunities for sales will be allocated in a manner believed by the Manager 
to be equitable to each.  In some cases, this procedure may adversely affect 
the price paid or received by the Fund or the size of the position obtained 
or disposed of by the Fund.  The Trust has paid no brokerage commissions 
since its commencement of operations.

Allocation of transactions on behalf of the Fund, including their frequency, 
to various dealers is determined by the Manager in its best judgment and in a 
manner deemed fair and reasonable to the Funds shareholders.  The primary 
considerations of the Manager in allocating transactions are availability of 
the desired security and the prompt execution of orders in an effective 
manner at the most favorable prices.  Subject to these considerations, 
dealers that provide supplemental investment research and statistical or 
other services to the Manager may receive orders for portfolio transactions 
by the Fund.  Information so received is in addition to, and not in lieu of, 
services required to be performed by the Manager, and the fees of the Manager 
are not reduced as a consequence of their receipt of the supplemental 
information.  The information may be useful to the Manager in serving both 
the Fund and other clients, and conversely, supplemental information obtained 
by the placement of business of other clients may be useful to the Manager in 
carrying out its obligations to the Fund.

The Fund will not purchase securities during the existence of any 
underwriting or selling group relating to the securities, of which the 
Manager is a member, except to the extent permitted by the SEC.  Under 
certain circumstances, the Fund may be at a disadvantage because of this 
limitation in comparison with other funds that have similar investment 
objectives but that are not subject to a similar limitation.

Portfolio Turnover

While the Funds portfolio turnover rate (the lesser of purchases or sales of 
portfolio securities during the year, excluding purchases or sales of short-
term securities, divided by the monthly average value of portfolio 
securities) is generally not expected to exceed 100%, it has in the past 
exceeded 100%.  The rate of turnover will not be a limiting factor, however, 
when the Fund deems it desirable to sell or purchase securities.  This policy 
should not result in higher brokerage commissions to the Fund, as purchases 
and sales of portfolio securities are usually effected as principal 
transactions.  Securities may be sold in anticipation of a rise in interest 
rates (market decline) or purchased in anticipation of a decline in interest 
rates (market rise) and later sold.  In addition, a security may be sold and 
another security of comparable quality purchased at approximately the same 
time to take advantage of what the Fund believes to be a temporary disparity 
in the normal yield relationship between the two securities.  These yield 
disparities may occur for reasons not directly related to the investment 
quality of particular issues or the general movement of interest rates, such 
as changes in the overall demand for, or supply of, various types of tax-
exempt securities.
The portfolio turnover rate for the period ended November 30, 1997 was 1%. 

PURCHASE OF SHARES

Volume Discounts

The schedules of sales charges described in the Prospectus apply to purchases 
of shares of the Fund made by any purchaser, which term is defined to include 
the following: (a) an individual; (b) an individuals spouse and his or her 
children purchasing shares for his or her own account; (c) a trustee or other 
fiduciary purchasing shares for a single trust estate or single fiduciary 
account; (d) a pension, profit-sharing or other employee benefit plan 
qualified under Section 401(a) of the Code and qualified employee benefit 
plans of employers who are affiliated persons of each other within the 
meaning of the 1940 Act; (e) tax-exempt organizations enumerated in Section 
501(c)(3) or (13) of the Code; or (f) any other organized group of persons, 
provided that the organization has been in existence for at least six months 
and was organized for a purpose other than the purchase of investment company 
securities at a discount.  Purchasers who wish to combine purchase orders to 
take advantage of volume discounts should contact a Smith Barney Financial 
Consultant.

Combined Right of Accumulation

Reduced sales charges, in accordance with the schedules in the Prospectus, 
apply to any purchase of shares of a Fund by any purchaser (as defined 
above).  The reduced sales charge is subject to confirmation of the 
shareholders holdings through a check of appropriate records.  The Trust 
reserves the right to terminate or amend the combined right of accumulation 
at any time after written notice to shareholders.  For further information 
regarding the right of accumulation, shareholders should contact a Smith 
Barney Financial Consultant.


Determination of Public Offering Price

The Fund offers its shares to the public on a continuous basis.  The public 
offering price for a Class A and Class Y share of a Fund is equal to the net 
asset value per share at the time of purchase, plus for Class A shares an 
initial sales charge based on the aggregate amount of the investment.  The 
public offering price for a Class C share (and Class A share purchases, 
including applicable rights of accumulation, equaling or exceeding $500,000) 
is equal to the net asset value per share at the time of purchase and no 
sales charge is imposed at the time of purchase.  A contingent deferred sales 
charge (CDSC), however, is imposed on certain redemptions of Class C shares, 
and Class A shares when purchased in amounts exceeding $500,000.  The method 
of computation of the public offering price is shown in each Funds financial 
statements, incorporated by reference in their entirety into this SAI.

REDEMPTION OF SHARES

Detailed information on how to redeem shares of the Fund is included in the 
Prospectus.  The right of redemption of shares of the Fund may be suspended 
or the date of payment postponed (a) for any periods during which the New 
York Stock Exchange, Inc.  (the NYSE) is closed (other than for customary 
weekend and holiday closings), (b) when trading in the markets the Fund 
normally utilizes is restricted, or an emergency exists, as determined by the 
SEC, so that disposal of the Funds investments or determination of its net 
asset value is not reasonably practicable or (c) for any other periods as the 
SEC by order may permit for the protection of the Funds shareholders.

Distribution in Kind

If the Board of Trustees of the Trust determines that it would be detrimental 
to the best interests of the remaining shareholders to make a redemption 
payment wholly in cash, the Fund may pay, in accordance with SEC rules, any 
portion of a redemption in excess of the lesser of $250,000 or 1.00% of the 
Funds net assets by a distribution in kind of portfolio securities in lieu of 
cash.  Securities issued as a distribution in kind may incur brokerage 
commissions when shareholders subsequently sell those securities.

Automatic Cash Withdrawal Plan

An automatic cash withdrawal plan (the Withdrawal Plan) is available to 
shareholders of the Fund who own shares of the Fund with a value of at least 
$10,000 and who wish to receive specific amounts of cash monthly or 
quarterly.  Withdrawals of at least $50 may be made under the Withdrawal Plan 
by redeeming as many shares of the Fund as may be necessary to cover the 
stipulated withdrawal payment.  Any applicable CDSC will not be waived on 
amounts withdrawn by shareholders that exceed 1.00% per month of the value of 
a shareholders shares at the time the Withdrawal Plan commences.  (With 
respect to Withdrawal Plans in effect prior to November 7, 1994, any 
applicable CDSC will be waived on amounts withdrawn that do not exceed 2.00% 
per month of the value of a shareholders shares at the time the Withdrawal 
Plan commences).  To the extent that withdrawals exceed dividends, 
distributions and appreciation of a shareholders investment in a Fund, 
continued withdrawal payments will reduce the shareholders investment, and 
may ultimately exhaust it.  Withdrawal payments should not be considered as 
income from investment in a Fund.  Furthermore, as it generally would not be 
advantageous to a shareholder to make additional investments in the Fund at 
the same time he or she is participating in the Withdrawal Plan, purchases by 
such shareholders in amounts of less than $5,000 ordinarily will not be 
permitted.

Shareholders of a Fund who wish to participate in the Withdrawal Plan and who 
hold their shares of the Fund in certificate form must deposit their share 
certificates with the Transfer Agent as agent for Withdrawal Plan members.  
All dividends and distributions on shares in the Withdrawal Plan are 
reinvested automatically at net asset value in additional shares of the Fund 
involved.  A shareholder who purchases shares directly through the Transfer 
Agent may continue to do so and applications for participation in the 
Withdrawal Plan must be received by the Transfer Agent no later than the 
eighth day of the month to be eligible for participation beginning with that 
months withdrawal.  For additional information, shareholders should contact a 
Smith Barney Financial Consultant.

DISTRIBUTOR

Smith Barney serves as the Trusts distributor on a best efforts basis 
pursuant to a written agreement (the Distribution Agreement), which was 
approved by the Trusts Board of Trustees.  

For the fiscal year ended November 30, 1997, the Distributor  received 
approximately $3,023,000 in sales charges for the sale of the Funds Class A 
shares, and did not reallow any portion thereof to dealers. 

For the fiscal year ended November 30, 1997, the Distributor received 
approximately $28,000 representing CDSC on redemption of the Funds Class B 
shares.

For the fiscal year ended November 30, 1997, the Distributor received 
approximately $3,000 representing CDSC on redemption of the Funds Class C 
shares.

When payment is made by the investor before the settlement date, unless 
otherwise requested in writing by the investor, the funds will be held as a 
free credit balance in the investors brokerage account and Smith Barney may 
benefit from the temporary use of the funds.  The investor may designate 
another use for the funds prior to settlement date, such as an investment in 
a money market fund (other than Smith Barney Exchange Reserve Fund) of the 
Smith Barney Mutual Funds.  If the investor instructs Smith Barney to invest 
the funds in a Smith Barney money market fund, the amount of the investment 
will be included as part of the average daily net assets of both the Fund and 
the money market fund, and affiliates of Smith Barney that serve the funds in 
an investment advisory or administrative capacity will benefit from the fact 
that they are receiving fees from both such investment companies for managing 
these assets, computed on the basis of their average daily net assets.  The 
Trusts Board of Trustees has been advised of the benefits to Smith Barney 
resulting from these settlement procedures and will take such benefits into 
consideration when reviewing the Investment Management and Distribution 
Agreements for continuance.

For the fiscal year ended November 30, 1997, the Distributor incurred 
distribution expenses totaling approximately $10,736,062, consisting of 
approximately $373,258 for advertising, $4,583 for printing and mailing of 
prospectuses, $1,811,797 for support services, $8,177,797 to Smith Barney 
Financial Consultants, and $368,627 in accruals for interest on the excess of 
Smith Barney expenses incurred in distribution of the Funds shares over the 
sum of the distribution fees and CDSC received by Smith Barney from the Fund.

For the fiscal year ended November 30, 1997, the Distributor, received 
$551,254 in the aggregate from the Plan.

Under its terms, the Plan continues from year to year, provided such 
continuance is approved annually by vote of the Board of Trustees, including 
a majority of the Trustees who are not interested persons of the Trust and 
who have no direct or indirect financial interest in the operation of the 
Plan or in the Distribution Agreement (the Independent Trustees).  The Plan 
may not be amended to increase the amount of the service and distribution 
fees without shareholder approval, and all amendments of the Plan also must 
be approved by the Trustees including all of the Independent Trustees in the 
manner described above.  The Plan may be terminated with respect to a Class 
at any time, without penalty, by vote of a majority of the Independent 
Trustees or, with respect to any Fund, by vote of a majority of the 
outstanding voting securities of a Fund (as defined in the 1940 Act).  
Pursuant to the Plan, Smith Barney will provide the Board of Trustees with 
periodic reports of amounts expended under the Plan and the purpose for which 
such expenditures were made.

Distribution Arrangements

To compensate Smith Barney for the services it provides and for the expense 
it bears under the Distribution Agreement, the Fund has adopted a services 
and distribution plan (the Plan) pursuant to Rule 12b-1 under the 1940 Act.  
Under the Plan, the Fund pays Smith Barney a service fee, accrued daily and 
paid monthly, calculated at the annual rate of 0.25% of the value of the 
Funds average daily net assets attributable to the Class A, Class B and Class 
C shares.  In addition, the Fund pays Smith Barney a distribution fee with 
respect to the Class B and Class C shares primarily intended to compensate 
Smith Barney for its initial expense of paying Financial Consultants a 
commission upon sales of those shares. The Class B and Class C distribution 
fee is calculated at the annual rate of 0.75% of the value of the Funds 
average daily net assets attributable to the shares of the respective Class.

SERVICE FEES

Year Ended
11/30/97
Class A 
	$  64,109
Class B
	101,125
Class C
	20,661

DISTRIBUTION FEES

Year Ended
11/30/97
Class B 
	$303,375
Class C
	61,984


VALUATION OF SHARES

The net asset value per share of the Funds Classes is calculated on each day, 
Monday through Friday, except days on which the NYSE is closed.  The NYSE 
currently is scheduled to be closed on New Years Day, Martin Luther King, Jr. 
Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, 
Thanksgiving and Christmas, and on the preceding Friday or subsequent Monday 
when one of these holidays falls on a Saturday or Sunday, respectively.  
Because of the differences in distribution fees and Class-specific expenses, 
the per share net asset value of each Class may differ.  The following is a 
description of the procedures used by the Trust in valuing its assets.
Securities listed on a national securities exchange will be valued on the 
basis of the last sale on the date on which the valuation is made or, in the 
absence of sales, at the mean between the closing bid and asked prices.  
Over-the-counter securities will be valued at the mean between the closing 
bid and asked prices on each day, or, if market quotations for those 
securities are not readily available, at fair value, as determined in good 
faith by the Funds Board of Trustees.  Short-term obligations with maturities 
of 60 days or less are valued at amortized cost, which constitutes fair value 
as determined by the Funds Board of Trustees.  Amortized cost involves 
valuing an instrument at its original cost to the Fund and thereafter 
assuming a constant amortization to maturity of any discount or premium, 
regardless of the effect of fluctuating interest rates on the market value of 
the instrument.  All other securities and other assets of the Fund will be 
valued at fair value as determined in good faith by the Funds Board of 
Trustees.

EXCHANGE PRIVILEGE

Except as noted below, shareholders of any of the Smith Barney Mutual Funds 
may exchange all or part of their shares for shares of the same Class of 
other Smith Barney Mutual Funds, on the basis of relative net asset value per 
share at the time of exchange as follows: 

A. Class A shares of the Fund may be exchanged without a sales charge 
for Class A shares of any of the Smith Barney Mutual Funds.
B. Class C shares of any fund may be exchanged without a sales charge.  
For purposes of CDSC applicability, Class C shares of the Fund 
exchanged for Class C shares of another Smith Barney Mutual Fund will 
be deemed to have been owned since the date the shares being exchanged 
were deemed to be purchased.
Dealers other than Smith Barney must notify the Transfer Agent of the 
investors prior ownership of Class A shares of Smith Barney High Income Fund 
and the account number in order to accomplish an exchange of shares of Smith 
Barney High Income Fund under paragraph B above.
The exchange privilege enables shareholders in any Smith Barney Mutual Fund 
to acquire shares of the same Class in a fund with different investment 
objectives when they believe a shift between funds is an appropriate 
investment decision.  This privilege is available to shareholders residing in 
any state in which the fund shares being acquired may legally be sold.  Prior 
to any exchange, the shareholder should obtain and review a copy of the 
current prospectus of each fund into which an exchange is being considered.  
Prospectuses may be obtained from a Smith Barney Financial Consultant.
Upon receipt of proper instructions and all necessary supporting documents, 
shares submitted for exchange are redeemed at the then-current net asset 
value and, subject to any applicable CDSC, the proceeds are immediately 
invested, at a price as described above, in shares of the fund being 
acquired.  Smith Barney reserves the right to reject any exchange request.  
The exchange privilege may be modified or terminated at any time after 
written notice to shareholders.

PERFORMANCE DATA

From time to time, the Trust may quote a Funds yield or total return in 
advertisements or in reports and other communications to shareholders.  The 
Trust may include comparative performance information in advertising or 
marketing the Funds shares.  Such performance information may include the 
following industry and financial publications- Barrons, Business Week, CDA 
Investment Technologies, Inc., Changing Times, Forbes, Fortune, Institutional 
Investor, Investors Daily, Money, Morningstar Mutual Fund Values, The New 
York Times, USA Today and The Wall Street Journal.  To the extent any 
advertisement or sales literature of a Fund describes the expenses or 
performance of any Class it will also disclose such information for the other 
Classes.

Average Annual Total Return 

A Funds average annual total return, as described below, is computed 
according to a formula prescribed by the SEC.  The formula can be expressed 
as follows: 
P(1 + T)n = ERV
Where: P	= 	a hypothetical initial payment of $1,000. 
T	= 	average annual total return.
n	= 	number of years.
ERV	=	Ending Redeemable Value of a hypothetical 
$1,000 investment made at the beginning of a 1-
, 5- or 10-year period at the end of a 1-, 5- 
or 10-year period (or fractional portion 
thereof), assuming reinvestment of all 
dividends and distributions.
The ERV assumes complete redemption of the hypothetical investment at the end 
of the measuring period.  A Funds net investment income changes in response 
to fluctuations in interest rates and the expenses of the Fund.

Class A shares average annual total return was as follows for the period 
indicated:

(1.84)% for the period from inception (July 14, 1997) through November 30, 
1997.

The average annual total return figure assumes that the maximum 5.00% sales 
charge has been deducted from the investment at the time of purchase.  If the 
maximum sales charge had not been deducted, the average annual total return 
for Class A shares for the same period would have been 3.37%.

Class B shares average annual total return was as follows for the period 
indicated:

(1.80)% for the period from inception (July 14, 1997) through November 30, 
1997.

The average annual total return figure assumes that the maximum applicable 
CDSC has been deducted from the investment at the time of redemption.  If the 
maximum CDSC had not been deducted, the average annual total return for Class 
B shares for the same period would have been 3.20%.

Class C shares average annual total return was as follows for the period 
indicated:

2.2% for the period from inception (July 14, 1997) through November 30, 1997.

The average annual total return figure assumes that the maximum applicable 
CDSC has been deducted from the investment at the time of redemption.  If the 
maximum CDSC had not been deducted, the average annual total return for Class 
C shares for the same period would have been 3.20%.

Class Y shares average annual total return was as follows for the period 
indicated:
(2.92)% for the period from inception (July 14, 1997) through November 30, 
1997.

Class Y shares do not incur sales charges nor CDSCs.

Aggregate Total Return

The Funds aggregate total return, as described below, represents the 
cumulative change in the value of an investment in the Fund for the specified 
period and is computed by the following formula: 
ERV - P
P
Where: P 	=	a hypothetical initial payment of $10,000.
ERV	=	Ending Redeemable Value of a hypothetical $10,000 
investment made at the beginning of the 1-, 5- or 
10-year period at the end of the 1-, 5- or 10-year 
period (or fractional portion thereof), assuming 
reinvestment of all dividends and distributions.
The ERV assumes complete redemption of the hypothetical investment at the end 
of the measuring period.
Class A shares aggregate total return was as follows for the period 
indicated:

(1.84)% for the period from inception (July 14, 1997) through November 30, 
1997.

The aggregate total returns figures assume that the maximum 5.00% sales 
charge has been deducted from the investment at the time of purchase.  If the 
maximum sales charge had not been deducted, the aggregate total return for 
Class A shares for the same period would have been 3.37%.

Class B shares aggregate total return was as follows for the period 
indicated:

(1.80)% for the period from inception (July 14, 1997) through November 30, 
1997.

The aggregate total returns figures assume that the maximum applicable CDSC 
has been deducted from the investment at the time of redemption.  If the 
maximum CDSC had not been deducted, the aggregate total return for Class B 
shares for the same period would have been 3.20%.

Class C shares average annual total return was as follows for the period 
indicated:

2.20% for the period from inception (July 14, 1997) through November 30, 
1997.

The aggregate total returns figures assume that the maximum applicable CDSC 
has been deducted from the investment at the time of redemption.  If the 
maximum CDSC had not been deducted, the aggregate total return for Class C 
shares for the same period would have been 3.20%.

Class Y shares aggregate total return was as follows for the period 
indicated:

(2.92)% for the period from inception (July 14, 1997) through November 30, 
1997.

Class Y shares do not incur sales charges nor CDSCs.

Performance will vary from time to time depends upon market conditions, the 
composition of the Funds portfolio and operating expenses and the expenses 
exclusively attributable to the Class.  Consequently, any given performance 
quotation should not be considered representative of the Class performance 
for any specified period in the future.  Because performance will vary, it 
may not provide a basis for comparing an investment in the Class with certain 
bank deposits or other investments that pay a fixed yield for a stated period 
of time.  Investors comparing a Class performance with that of other mutual 
funds should give consideration to the quality and maturity of the respective 
investment companies portfolio securities.


TAXES 

The following is a summary of certain Federal income tax considerations that 
may affect the Fund and its shareholders.  The summary is not intended as a 
substitute for individual tax advice and investors are urged to consult their 
own tax advisors as to the tax consequences of an investment in the Fund.

The Fund has qualified and intends to continue to qualify each year as a 
regulated investment company under the Code.  If the Fund (a) qualifies as a 
regulated investment company and (b) distributes to its shareholders at least 
90% of its net investment income (including, for this purpose, its net 
realized short-term capital gains), the Fund will not be liable for Federal 
income taxes to the extent that its net investment income and its net 
realized long- and short-term capital gains, if any, are distributed to its 
shareholders.

Gains or losses on the sales of stock or securities by the Fund generally 
will be long-term capital gains or losses if the Fund has held the stock or 
securities for more than one year.  Gains or losses on sales of stock or 
securities held for not more than one year generally will be short-term 
capital gains or losses.
Any net long-term capital gains realized by the Fund will be distributed 
annually as described in the Prospectus.  Such distributions (capital gain 
dividends) will be taxable to shareholders as long-term capital gains, 
regardless of how long a shareholder has held Fund shares, and will be 
designated as capital gain dividends in a written notice mailed by the Fund 
to shareholders after the close of the Funds prior taxable year.  If a 
shareholder receives a capital gain dividend with respect to any share and if 
the share has been held by the shareholder for six months or less, then any 
loss on the sale or exchange of such share will be treated as a long-term 
capital loss to the extent of the capital gain dividend.

The portion of the dividends received from the Fund that qualifies for the 
dividends-received deduction for corporations will be reduced to the extent 
that the Fund holds dividend-paying stock for less than 46 days (91 days for 
certain preferred stocks).  The Funds holding period will not include any 
period during which the Fund has reduced its risk of loss from holding the 
stock by purchasing an option to sell or entering into a short sale of 
substantially identical stock or securities convertible into the stock.  The 
holding period for stock may also be reduced if the Fund diminishes its risk 
of loss by holding one or more other positions with respect to substantially 
similar or related properties.  Dividends-received deductions will be allowed 
only with respect to shares that a corporate shareholder has held for at 
least 46 days within the meaning of the same holding period rules applicable 
to the Fund.

If the Fund is the holder of record of any stock on the record date for any 
dividends payable with respect to such stock, such dividends shall be 
included in the Funds gross income as of the later of (a) the date that such 
stock became ex-dividend with respect to such dividends (that is, the date on 
which a buyer of the stock would not be entitled to receive the declared but 
unpaid, dividends) or (b) the date that the Fund acquired such stock.  
Accordingly, in order to satisfy its income distribution requirements, the 
Fund may be required to pay dividends based on anticipated earnings and 
shareholders may receive dividends in an earlier year than would otherwise be 
the case.

If a shareholder incurs a sales charge in acquiring shares of the Fund, 
disposes of those shares within 90 days and then acquires shares in a mutual 
fund for which the otherwise applicable sales charge is reduced by reason of 
a reinvestment right (that is an exchange privilege), the original sales 
charge will not be taken into account in computing gain/loss on the original 
shares to the extent the subsequent sales charge is reduced.  Instead, it 
will he added to the tax basis in the newly acquired shares.  Furthermore, 
the same rule also applies to a disposition of the newly acquired or redeemed 
shares made within 90 days of the second acquisition.  This provision 
prevents a shareholder from immediately deducting the sales charge by 
shifting his or her investment in a family of mutual funds.

Investors considering buying shares of the Fund on or just prior to a record 
date for a taxable dividend or capital gain distribution should be aware 
that, regardless of whether the price of the Fund shares to be purchased 
reflects the amount of the forthcoming dividend or distribution payment, any 
such payment will be a taxable dividend or distribution payment.

If a shareholder fails to furnish a correct taxpayer identification number, 
fails fully to report dividend and interest income, or fails to certify that 
he or she has provided a correct taxpayer identification number and that he 
or she is not subject to backup withholding, then the shareholder may be 
subject to a 31% backup withholding tax with respect to (a) any taxable 
dividends and distributions and (b) the proceeds of any redemptions of Fund 
shares.  An individuals taxpayer identification number is his or her social 
security number.  The backup withholding tax is not an additional tax and may 
be credited against a shareholders regular Federal income tax liability.

The foregoing is only a summary of certain tax considerations generally 
affecting the Fund and its shareholders and is not intended as a substitute 
for careful tax planning.  Shareholders are urged to consult their tax 
advisors with specific reference to their own tax situations, including their 
state and local tax liabilities.

ADDITIONAL INFORMATION

The Trust was organized as an unincorporated business trust on October 17, 
1991 under the name Shearson Lehman Brothers Intermediate-Term Trust.  On 
November 20, 1991, July 30, 1993, October 14, 1994 and August 16, 1995, the 
Trusts name was changed to Shearson Lehman Brothers Income Trust, Smith 
Barney Shearson Income Trust, Smith Barney Income Trust and Smith Barney 
Investment Trust, respectively.

PNC, located at 17th and Chestnut Streets, Philadelphia, Pennsylvania, 19103, 
serves as the custodian of the Fund.  Under its custody agreement with the 
Fund, PNC holds the Funds securities and keeps all necessary accounts and 
records. For its services, PNC receives a monthly fee based upon the month-
end market value of securities held in custody and also receives securities 
transactions charges.  The assets of the Fund are held under bank 
custodianship in compliance with the 1940 Act.

First Data, located at Exchange Place, Boston, Massachusetts 02109, serves as 
the Trusts transfer agent.  Under the transfer agency agreement, the Transfer 
Agent maintains the shareholder account records for the Trust, handles 
certain communications between shareholders and the Trust and distributes 
dividends and distributions payable by the Trust.  For these services, the 
Transfer Agent receives a monthly fee computed on the basis of the number of 
shareholder accounts it maintains for the Trust during the month, and is 
reimbursed for out-of-pocket expenses.

FINANCIAL STATEMENTS

The Funds Annual Report for the fiscal year ended November 30, 1997 is 
incorporated herein by reference in its entirety.



	Smith Barney
	Investment 
	Trust 





















SMITH BARNEY
INVESTMENT TRUST
388 Greenwich Street
New York, NY 10013

	SMITH BARNEY
								      A Member of Travelers Group

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