SMITH BARNEY INVESTMENT TRUST -
SMITH BARNEY S&P 500 INDEX FUND

ADMINISTRATION AGREEMENT 



December __, 1997 


Smith Barney Mutual Funds Management Inc. 
388 Greenwich Street 
New York, New York 10013 

Dear Sirs: 

	Smith Barney Investment Trust, a business trust organized under the laws 
of the Commonwealth of Massachusetts, confirms its agreement with Smith Barney 
Mutual Funds Management Inc. ("SBMFM") and its sub-trust,  Smith Barney S&P 
500 Index Fund (the "Fund") 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 Master Trust Agreement, as amended from time to time (the "Master Trust 
Agreement"), in its Prospectus(es) and Statement(s) 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 Trustees of the Fund (the 
"Board").  Copies of the Fund's Prospectus, Statement of Additional 
Information and Master Trust Agreement have been or will be submitted to 
SBMFM. Travelers Investment Management Company ("TIMCO"), a wholly owned 
subsidiary of Smith Barney Holdings Inc., serves as the Fund's investment 
adviser, and the Fund desires to employ and hereby appoints SBMFM to act as 
its administrator.  SBMFM accepts this appointment and agrees to furnish the 
services to the Fund for the compensation set forth below. SBMFM 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 SBMFM.

2.	Services as Administrator

	Subject to the supervision and direction of the Board, SBMFM 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 SBMFM'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 SBMFM on the first business day of each month a fee for the 
previous month at an annual rate of 0.10 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 SBMFM, 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

	SBMFM 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 SBMFM 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, SBMFM 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 
SBMFM 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

	SBMFM shall exercise its best judgment in rendering the services listed 
in paragraph 2 above, and SBMFM 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 SBMFM against liability to the Fund or 
to its shareholders to which SBMFM 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 SBMFM'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 SBMFM 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 SBMFM so acting.  In addition, the Fund 
understands that the persons employed by SBMFM 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 SBMFM 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 SBMFM 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, SBMFM and TIMCO 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 Master Trust Agreement.  The 
execution and delivery of this Agreement has been duly authorized by the Fund 
and SBMFM 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 an 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 
Master Trust Agreement. 

	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 Investment Trust,
							 on behalf of
							Smith Barney S&P 500 Index Fund



							By:  ____________________________
							Name:	Heath B. McLendon 
							Title:	Chairman of the Board 
 
Accepted: 
 
Smith Barney Mutual Funds Management Inc.
 
By: 	__________________________ 
Name:	
Title:	
 
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