FORM OF SHAREHOLDER
SERVICES AND DISTRIBUTION PLAN


	This Shareholder Services and Distribution Plan (the "Plan") is adopted in 
accordance with Rule 12b-1 (the "Rule") under the Investment Company Act of 
1940, as amended (the "1940 Act"), by Smith Barney Investment Trust, a 
business trust organized under the laws of the Commonwealth of Massachusetts 
(the "Trust"), in respect to the Smith Barney Large Capitalization Growth Fund 
(the "Fund"), subject to the following terms and conditions:

	Section 1.  Annual Fee.

	(a)	Class A Service Fee. The Trust will pay to the distributor of the 
Fund's shares of beneficial interest, Smith Barney Inc., a 
corporation organized under the laws of the State of Delaware (the 
"Distributor"), a service fee under the Plan at an annual rate of 
0.25% of the average daily net assets of the Fund attributable to the 
Class A shares sold by the Distributor (the "Class A Service Fee").

	(b)	Service Fee for Class B shares. The Trust will pay to the Fund's 
Distributor a service fee under the Plan at the annual rate of 0.25% 
of the average daily net assets of the Fund attributable to the Class 
B shares sold by the Distributor (the "Class B Service Fee").

	(c)	Distribution Fee for Class B shares. In addition to the Class B 
Service Fee, the Trust will pay the Distributor a distribution fee 
under the Plan at the annual rate of 0.75% of the average daily net 
assets of the Fund attributable to the Class B shares sold by the 
Distributor (the "Class B Distribution Fee").

	(d)	Service Fee for Class C shares.  The Trust will pay to the Fund's 
Distributor a service fee under the plan at the annual rate of 0.25% 
of the average daily net assets of the Fund attributable to the Class 
C shares sold by the Distributor (the "Class C Service Fee").

	(e)	Distribution Fee for Class C shares.  In addition to the Class C 
Service Fee, the Trust will pay the Fund's Distributor a distribution 
fee under the plan at the annual rate of 0.75% of the average daily 
net assets of the Fund attributable to the Class C shares sold by the 
Distributor (the "Class C Distribution Fee").

	(f)	Payment of Fees. The Service Fees and Distribution Fees will be 
calculated daily and paid monthly by the Trust with respect to the 
foregoing classes of the Fund's shares (each a "Class" and together, 
the "Classes") at the annual rates indicated above.

	Section 2.  Expenses Covered by the Plan.

	With respect to expenses incurred by each Class, its respective Service 
Fees and/or Distribution Fees may be used by the Distributor for: (a) costs of 
printing and distributing the Fund's prospectuses, statements of additional 
information and reports to prospective investors in the Fund; (b) costs 
involved in preparing, printing and distributing sales literature pertaining 
to the Fund; (c) an allocation of overhead and other branch office 
distribution-related expenses of the Distributor; (d) payments made to, and 
expenses of, the Distributor's financial consultants and other persons who 
provide support services to Fund shareholders in connection with the 
distribution of the Fund's shares, including but not limited to, office space 
and equipment, telephone facilities, answering routine inquires regarding the 
Fund and its operation, processing shareholder transactions, forwarding and 
collecting proxy material, changing dividend payment elections and providing 
any other shareholder services not otherwise provided by the Fund's transfer 
agent; and (e) accruals for interest on the amount of the foregoing expenses 
that exceed the Distribution Fee and, in the case of Class B and Class C 
shares, the contingent deferred sales charge received by the Distributor; 
provided, however, that the Distribution Fees may be used by the Distributor 
only to cover expenses primarily intended to result in the sale of those 
shares, including, without limitation, payments to the Distributor's financial 
consultants at the time of the sale of the shares. In addition, Service Fees 
are intended to be used by the Distributor primarily to pay its financial 
consultants for servicing shareholder accounts, including a continuing fee to 
each such financial consultant, which fee shall begin to accrue immediately 
after the sale of such shares.

	Section 3.  Approval by Shareholders

	The Plan will not take effect, and no fees will be payable in accordance 
with Section 1 of the Plan, with respect to a Class until the Plan has been 
approved by a vote of at least a majority of the outstanding voting securities 
of the Class. The Plan will be deemed to have been approved with respect to a 
Class, so long as a majority of the outstanding voting securities of the Class 
votes for the approval of the Plan, notwithstanding that: (a) the Plan has not 
been approved by a majority of the outstanding voting securities of any other 
Class; or (b) the Plan has not been approved by a majority of the outstanding 
voting securities of the Fund.  

	Section 4.  Approval by Trustees

	Neither the Plan nor any related agreements will take effect until approved 
by a majority vote of both (a) the Board of Trustees and (b) those 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 any agreements related 
to it (the "Qualified Trustees"), cast in person at a meeting called for the 
purpose of voting on the Plan and the related agreements.

	Section 5.  Continuance of the Plan.

	The Plan will continue in effect with respect to each Class until April 30, 
1998 and thereafter for successive twelve-month periods with respect to each 
Class; provided, however, that such continuance is specifically approved at 
least annually by the Trustees of the Trust and by a majority of the Qualified 
Trustees.

	Section 6.  Termination.

	The Plan may be terminated at any time with respect to a Class (i) by the 
Trust without the payment of any penalty, by the vote of a majority of the 
outstanding voting securities of such Class or (ii) by a majority vote of the 
Qualified Trustees. The Plan may remain in effect with respect to a particular 
Class even if the Plan has been terminated in accordance with this Section 6 
with respect to any other Class.




	Section 7.  Amendments.

	The Plan may not be amended with respect to any Class so as to increase 
materially the amounts of the fees described in Section 1 above, unless the 
amendment is approved by a vote of holders of at least a majority of the 
outstanding voting securities of that Class. No material amendment to the Plan 
may be made unless approved by the Trust's Board of Trustees in the manner 
described in Section 3 above.

	Section 8.  Selection of Certain Trustees.

	While the Plan is in effect, the selection and nomination of the Trust's 
Trustees who are not interested persons of the Fund will be committed to the 
discretion of the Trustees then in office who are not interested persons of 
the Fund.

	Section 9.  Written Reports

	In each year during which the Plan remains in effect, any person authorized 
to direct the disposition of monies paid or payable by the Fund pursuant to 
the Plan or any related agreement will prepare and furnish to the Trust's 
Board of Trustees and the Board will review, at least quarterly, written 
reports complying with the requirements of the Rule, which set out the amounts 
expended under the Plan and the purposes for which those expenditures were 
made.

	Section 10.  Preservation of Materials.

	The Trust will preserve copies of the Plan, any agreement relating to the 
Plan and any report made pursuant to Section 9 above, for a period of not less 
than six years (the first two years in an easily accessible place) from the 
date of the Plan, agreement or report.

	Section 11.  Meanings of Certain Terms.

	As used in the Plan, the terms "interested person" and "majority of the 
outstanding voting securities" will be deemed to have the same meaning that 
those terms have under the rules and regulations under the 1940 Act, subject 
to any exemption that may be granted to the Fund under the 1940 Act, by the 
Securities and Exchange Commission.



	 IN WITNESS WHEREOF, the Fund has executed the Plan as of April ____, 1997.


						SMITH BARNEY INVESTMENT TRUST,
							On behalf of 
						Smith Barney Large Capitalization Growth Fund


						By: ____________________________________
						     Heath B. McLendon
						     Chairman of the Board

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