EXHIBIT 18 
 
 
Rule 18f-3 (d) Multiple Class Plan 
for Smith Barney Mutual Funds 
 
 
Introduction 
 
This plan (the "Plan") is adopted pursuant to Rule 18f-3 (d) of  
the Investment Company Act of 1940, as amended (the "1940 Act").   
The purpose of the Plan is to restate the existing arrangements  
previously approved by the Boards of Directors and Trustees of  
certain of the open-end investment companies set forth on  
Schedule A (the "Funds" and each a "Fund") distributed by Smith  
Barney Inc. ("Smith Barney") under the Funds' existing order of  
exemption (Investment Company Act Release Nos. 20042 (January 28,  
1994) (notice) and 20090 (February 23, 1994)).  Shares of the  
Funds are distributed pursuant to a system (the "Multiple Class  
System") in which each class of shares (a "Class") of a Fund  
represents a pro rata interest in the same portfolio of  
investments of the Fund and differs only to the extent outlined  
below. 
 
I.  Distribution Arrangements and Service Fees 
 
One or more Classes of shares of the Funds are offered for  
purchase by investors with the following sales load structure.   
In addition, pursuant to Rule 12b-1 under the 1940 Act (the  
"Rule"), the Funds have each adopted a plan (the "Services and  
Distribution Plan") under which shares of the Classes are subject  
to the services and distribution fees described below. 
 
     1.  Class A Shares 
 
Class A shares are offered with a front-end sales load and under  
the Services and Distribution Plan are subject to a service fee  
of up to 0.25% of average daily net assets.  In addition, the  
Funds are permitted to asses a contingent deferred sales charge  
("CDSC") on certain redemptions of Class A shares sold pursuant  
to a complete waiver of front-end sales loads applicable to large  
purchases, if the shares are redeemed within one year of the date  
of purchase.  This waiver applies to sales of Class A shares  
where the amount of purchase is equal to or exceeds $500,000  
although this amount may be changed in the future. 
 
     2.  Class B Shares 
 
Class B shares are offered without a front-end sales load, but  
are subject to a five-year declining CDSC and under the Services  
and Distribution Plan are subject to a service fee at an annual  
rate of up to 0.25% of average daily net assets and a  
distribution fee at an annual rate of up to 0.75% of average  
daily net assets. 
 
     3.  Class C Shares 
 
Class C shares are offered without a front-end load, but are  
subject to a one-year CDSC and under the Services and  
Distribution Plan are subject to a service fee at an annual rate  
of up to 0.25% of average daily net assets and a distribution fee  
at an annual rate of up to 0.75% of average daily net assets.   
Unlike Class B shares, Class C shares do not have the conversion  
feature as discussed below and accordingly, these shares are  
subject to a distribution fee for an indefinite period of time.   
The Funds reserve the right to impose these fees at such higher  
rates as may be determined. 
 
     4.  Class Y Shares 
 
Class Y shares are offered without impositions of either a sales  
charge or a service or distribution fee for investments where the  
amount of purchase is equal to or exceeds $5 million. 
 
     5.  Class Z Shares 
 
Class Z shares are offered without imposition of either a sales  
charge or a service or distribution fee for purchase (i) by  
employee benefit and retirement plans of Smith Barney and its  
affiliates, (ii) by certain unit investment trusts sponsored by  
Smith Barney and its affiliates, and (iii) although not currently  
authorized by the governing boards of the Funds, when and if  
authorized, (x) by employees of Smith Barney and its affiliates  
and (y) by directors, general partners or trustees of any  
investment company for which Smith Barney serves as a distributor  
and, for each of (x) and (y), their spouses and minor children. 
 
     6.  Additional Classes of Shares 
 
The Boards of Directors and Trustees of the Funds have the  
authority to create additional classes, or change existing  
Classes, from time to time, in accordance with Rule 18f-3 of the  
1940 Act. 
 
II.  Expense Allocations 
 
Under the Multiple Class System, all expenses incurred by a Fund  
are allocated among the various Classes of shares based on the  
net assets of the Fund attributable to each Class, except that  
each Class's net assets value and expenses reflect the expenses  
associated with that Class under the Fund's Services and  
Distribution Plan, including any costs associated with obtaining  
shareholder approval of the Services and Distribution Plan (or an  
amendment thereto) and any expenses specific to that Class.  Such  
expenses are limited to the following: 
 
     (I)  transfer agency fees as identified by the transfer  
agent as being attributable to a specific Class; 
 
     (ii)  printing and postage expenses related to preparing and  
distributing materials such as shareholder reports,  
prospectuses and proxies to current shareholders; 
 
     (iii)  Blue Sky registration fees incurred by a Class of  
shares; 
 
     (iv)  Securities and Exchange Commission registration fees  
incurred by a Class of shares; 
 
     (v)  the expense of administrative personnel and services as  
required to support the shareholders of a specific Class; 
 
     (vi)  litigation or other legal expenses relating solely to  
one Class of shares; and 
 
     (vii)  fees of members of the governing boards of the funds  
incurred as a result of issues relating to one Class of  
shares. 
 
Pursuant to the Multiple Class System, expenses of a Fund  
allocated to a particular Class of shares of that Fund are borne  
on a pro rata basis by each outstanding share of that Class. 
 
III.  Conversion Rights of Class B Shares 
 
All Class B shares of each Fund will automatically convert to  
Class A shares after a certain holding period, expected to be, in  
most cases, approximately eight years but may be shorter.  Upon  
the expiration of the holding period, Class B shares (except  
those purchases through the reinvestment of dividends and other  
distributions paid in respect of Class B shares) will  
automatically convert to Class A shares of the Fund at the  
relative net asset value of each of the Classes, and will, as a  
result, thereafter be subject to the lower fee under the Services  
and Distribution Plan.  For purposes of calculating the holding  
period required for conversion, newly created Class B shares  
issued after the date of implementation of the Multiple Class  
System are deemed to have been issued on (i) the date on which  
the issuance of the Class B shares occurred or (ii) for Class B  
shares obtained through an exchange, or a series of exchanges,  
the date on which the issuance of the original Class B shares  
occurred. 
 
Shares purchased through the reinvestment of dividends and other  
distributions paid in respect of Class B shares are also Class B  
shares.  However, for purposes of conversion to Class A, all  
Class B shares in a shareholder's Fund account that were  
purchased through the reinvestment of dividends and other  
distributions paid in respect of Class B shares (and that have  
not converted to Class A shares as provided in the following  
sentence) are considered to be held in a separate sub-account.   
Each time any Class B shares in the shareholder's Fund account  
(other than those in the sub-account referred to in the preceding  
sentence) convert to Class A, a pro rata portion of the Class B  
shares then in the sub-account also converts to Class A.  The  
portion is determined by the ratio that the shareholder's Class B  
shares converting to Class A bears to the shareholder's total  
Class B shares not acquired through dividends and distributions. 
 
The conversion of Class B shares to Class A shares is subject to  
the continuing availability of a ruling of the Internal Revenue  
Service that payment of different dividends on Class A and Class  
B shares does not result in the Fund's dividends or distributions  
constituting "preferential dividends" under the Internal Revenue  
Code of 1986, as amended (the "Code"), and the continuing  
availability of an opinion of counsel to the effect that the  
conversion of shares does not constitute a taxable event under  
the Code.  The conversion of Class B shares to Class A shares may  
be suspended if this opinion is no longer available,  In the  
event that conversion of Class B shares of not occur, Class B  
shares would continue to be subject to the distribution fee and  
any incrementally higher transfer agency costs attending the  
Class B shares for an indefinite period. 
 
IV.	Exchange Privileges 
 
Shareholders of a Fund may exchange their shares at net asset  
value for shares of the same Class in certain other of the Smith  
Barney Mutual Funds as set forth in the prospectus for such Fund.   
Class A shareholders who wish to exchange all or part of their  
shares for Class A shares of a Fund sold subject to a sales  
charge equal to or lower that that assessed with respect to the  
shares of the Fund being exchanged may do so without paying a  
sales charge.  Class A shareholders of a Fund who wish to  
exchange all or part of their shares for Class A shares of a Fund  
sold subject to a sales charge higher than that assessed with  
respect to the shares of the Fund being exchanged are charged the  
appropriate "sales charge differential."  Funds only permit  
exchanges into shares of money market funds having a plan under  
the Rule if, as permitted by paragraph (b) (5) of Rule 11a-3  
under the 1940 Act, either (i) the time period during which the  
shares of the money market funds are held is included in the  
calculations of the CDSC or (ii) the time period is not included  
but the amount of the CDSC is reduced by the amount of any  
payments made under a plan adopted pursuant to the Rule by the  
money market funds with respects to those shares.  Currently, the  
Funds include the time period during which shares of the money  
market fund are held in the CDSC period.  The exchange privileges  
applicable to all Classes of shares must comply with Rule 11a-3  
under the 1940 Act. 
 
 
 
 
 
 
 
 
 
Smith Barney Sponsored Investment Companies 
Operating under Rule 18f-3 - Schedule A 
(as of February 28, 1996) 
 
 
Smith Barney Adjustable Rate Government Income Fund 
Smith Barney Aggressive Growth Fund Inc. 
Smith Barney Appreciation Fund Inc. 
Smith Barney Arizona Municipals Fund Inc. 
Smith Barney California Municipals Fund 
Smith Barney Equity Funds - 
     Smith Barney Strategic Investors Fund 
     Smith Barney Growth and Income Fund 
Smith Barney Fundamental Value Fund Inc. 
Smith Barney Funds, Inc. - 
     Equity Income Portfolio 
 Income Return Account Portfolio 
     Short-Term U.S. Treasury Securities Portfolio 
     U.S. Government Securities Portfolio 
Smith Barney Income Funds  - 
     Smith Barney Premium Total Return Fund 
     Smith Barney Convertible Fund 
     Smith Barney Diversified Strategic Income Fund 
     Smith Barney High Income Fund 
     Smith Barney Tax-Exempt Income Fund 
     Smith Barney Exchange Reserve Fund 
     Smith Barney Utilities Fund 
Smith Barney Income Trust - 
     Smith Barney Limited Maturity Municipals Fund 
     Smith Barney Limited Maturity Treasury Fund 
     Smith Barney Intermediate Maturity  
                       California Municipals Fund 
     Smith Barney Intermediate Maturity  
                       New York Municipals Fund 
Smith Barney Investment Funds Inc. - 
     Smith Barney Special Equities Fund 
     Smith Barney Government Securities Fund 
     Smith Barney Investment Grade Bond Fund 
     Smith Barney Growth Opportunity Fund 
     Smith Barney Managed Growth Fund 
Smith Barney Institutional Cash Management Fund Inc. 
Smith Barney Managed Governments Fund Inc. 
Smith Barney Managed Municipals Fund Inc. 
Smith Barney Massachusetts Municipals Fund 
Smith Barney Money Funds, Inc. - 
     Cash Portfolio 
     Government Portfolio 
     Retirement Portfolio 
Smith Barney Municipal Money Market Fund, Inc. 
 
 
 
Smith Barney Muni Funds - 
  
     California Money Market Portfolio 
     Florida Portfolio 
     Florida Limited Portfolio 
     Georgia Portfolio 
     Limited Term Portfolio 
     National Portfolio 
     New York Portfolio 
     New York Money Market Portfolio 
     Ohio Portfolio 
     Pennsylvania Portfolio 
Smith Barney New Jersey Municipals Fund Inc. 
Smith Barney Oregon Municipals Fund 
Smith Barney Precious Metals and Minerals Fund Inc. 
Smith Barney Telecommunications Trust - 
     Smith Barney Telecommunications Growth Fund 
     Smith Barney Telecommunications Income Fund 
Smith Barney World Funds, Inc. - 
     Emerging Markets Portfolio	
     International Equity Portfolio 
     International Balanced Portfolio 
     European Portfolio 
     Pacific Portfolio 
     Global Government Bond Portfolio 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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