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 assess 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 D Shares

Class D shares are offered without a front-end sales load, CDSC, service 
fee or distribution fee.  

4.  Class L Shares 

Class L shares are offered with a front-end load, 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 L 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.

5.  Class I Shares 

Class I shares are offered without a front-end sales load, but are 
subject under the Services and Distribution Plan to a service fee at an 
annual rate of up to 0.25% of average daily net assets.

6.  Class O Shares 

Class O 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 0.50% of 
average daily net assets.  Unlike Class B shares, Class O 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.    

Effective June __, 1999, Class O share will be offered with a front-end 
load and will continue to be subject to a one year CDSC, 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 0.50% of average daily net 
assets.

    	7.  Class Y Shares

Class Y shares are offered without imposition of either a sales charge 
or a service or distribution fee for investments where the amount of 
purchase is equal to or exceeds a specific amount as specified in each 
Fund's prospectus.

	8.  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.

     	9.  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 asset 
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 does 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.  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 May 29, 1998)


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 Concert Allocation Series Inc.
     Conservative Portfolio
     Balanced Portfolio
     Global Portfolio
     Growth Portfolio
     Income Portfolio
     High Growth Portfolio
Smith Barney Equity Funds -
     Concert Social Awareness Fund
     Smith Barney Large Cap Blend Fund
Smith Barney Fundamental Value Fund Inc.
Smith Barney Funds, Inc. -
     Large Cap Value Fund
     Short-Term High Grade Bond Fund
     U.S. Government Securities Fund
Smith Barney Income Funds -
     Smith Barney Balanced Fund
     Smith Barney Convertible Fund
     Smith Barney Diversified Strategic Income Fund
     Smith Barney Exchange Reserve Fund
     Smith Barney High Income Fund
     Smith Barney Municipal High Income Fund
     Smith Barney Premium Total Return Fund
     Smith Barney Total Return Bond Fund
Smith Barney Investment Trust -
     Smith Barney Intermediate Maturity California Municipals Fund
     Smith Barney Intermediate Maturity New York Municipals Fund
     Smith Barney Large Capitalization Growth Fund
     Smith Barney S&P 500 Index Fund
Smith Barney Investment Funds Inc. - 
     Concert Peachtree Growth Fund
     Smith Barney Contrarian Fund
     Smith Barney Government Securities Fund
     Smith Barney Hansberger Global Small Cap Value Fund
     Smith Barney Hansberger Global Value Fund
     Smith Barney Investment Grade Bond Fund
Smith Barney Special Equities Fund

Smith Barney Institutional Cash Management Fund, Inc.
    Cash Portfolio
    Government Portfolio
    Municipal Portfolio
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
     Georgia Portfolio
     Limited Term Portfolio
     National Portfolio
     New York Portfolio
     New York Money Market 
     Pennsylvania Portfolio
Smith Barney Natural Resources Fund Inc.
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Small Cap Blend Fund, Inc.
Smith Barney Telecommunications Trust -
     Smith Barney Telecommunications Income Fund
Smith Barney World Funds, Inc. -
     International Equity Portfolio
     International Balanced Portfolio
     European Portfolio
     Pacific Portfolio
     Global Government Bond Portfolio
     Emerging Markets Portfolio	
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