SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
FORM OF
DISTRIBUTION AGREEMENT



									October 8, 1998



CFBDS, Inc.
21 Milk Street
Boston, MA 02109

Dear Sirs:

	This is to confirm that, in consideration of the agreements 
hereinafter contained, the above-named investment company (the "Fund") 
has agreed that you shall be, for the period of this Agreement, the non-
exclusive principal underwriter and distributor of shares of the Fund 
and each Series of the Fund set forth on Exhibit A hereto, as such 
Exhibit may be revised from time to time (each, including any shares of 
the Fund not designated by series, a "Series").  For purposes of this 
Agreement, the term "Shares" shall mean shares of the each Series, or 
one or more Series, as the context may require.

	1.	Services as Principal Underwriter and Distributor

		1.1  You will act as agent for the distribution of Shares 
covered by, and in  accordance with, the registration statement, 
prospectus and statement of additional information then in effect under 
the Securities Act of 1933, as amended (the "1933 Act"), and the 
Investment Company Act of 1940, as amended (the "1940 Act"), and will 
transmit or cause to be transmitted promptly any orders received by you 
or those with whom you have sales or servicing agreements for purchase 
or redemption of Shares to the Transfer and Dividend Disbursing Agent 
for the Fund of which the Fund has notified you in writing.

		1.2  You agree to use your best efforts to solicit orders 
for the sale of Shares.  It is contemplated that you will enter into 
sales or servicing agreements with registered securities dealers and 
banks and into servicing agreements with financial institutions and 
other industry professionals, such as investment advisers, accountants 
and estate planning firms.  In entering into such agreements, you will 
act only on your own behalf as principal underwriter and distributor.  
You will not be responsible for making any distribution plan or service 
fee payments pursuant to any plans the Fund may adopt or agreements it 
may enter into.

		1.3  You shall act as principal underwriter and distributor 
of Shares in compliance with all applicable laws, rules, and 
regulations, including, without limitation, all rules and regulations 
made or adopted from time to time by the Securities and Exchange 
Commission (the "SEC") pursuant to the 1933 Act or the 1940 Act or by 
any securities association registered under the Securities Exchange Act 
of 1934, as amended.

		1.4  Whenever in their judgment such action is warranted for 
any reason, including, without limitation, market, economic or political 
conditions, the Fund's officers may decline to accept any orders for, or 
make any sales of, any Shares until such time as those officers deem it 
advisable to accept such orders and to make such sales and the Fund 
shall advise you promptly of such determination.

2.	Duties of the Fund

2.1	The Fund agrees to pay all costs and expenses in 
connection with the registration of Shares under the 1933 Act, and all 
expenses in connection with maintaining facilities for the issue and 
transfer of Shares and for supplying information, prices and other data 
to be furnished by the Fund hereunder, and all expenses in connection 
with the preparation and printing of the Fund's prospectuses and 
statements of additional information for regulatory purposes and for 
distribution to shareholders; provided however, that nothing contained 
herein shall be deemed to require the Fund to pay any of the costs of 
advertising or marketing the sale of Shares.

		2.2  The Fund agrees to execute any and all documents and to 
furnish any and all information and otherwise to take any other actions 
that may be reasonably necessary in the discretion of the Fund's 
officers in connection with the qualification of Shares for sale in such 
states and other U.S. jurisdictions as the Fund may approve and 
designate to you from time to time, and the Fund agrees to pay all 
expenses that may be incurred in connection with such qualification.  
You shall pay all expenses connected with your own qualification as a 
securities broker or dealer under state or Federal laws and, except as 
otherwise specifically provided in this Agreement, all other expenses 
incurred by you in connection with the sale of Shares as contemplated in 
this Agreement.

2.3  The Fund shall furnish you from time to time, for use 
in connection with the sale of Shares, such information reports with 
respect to the Fund or any relevant Series and the Shares as you may 
reasonably request, all of which shall be signed by one or more of the 
Fund's duly authorized officers; and the Fund warrants that the 
statements contained in any such reports, when so signed by the Fund's 
officers, shall be true and correct.  The Fund also shall furnish you 
upon request with (a) the reports of annual audits of the financial 
statements of the Fund for each Series made by independent certified 
public accountants retained by the Fund for such purpose; (b) semi-
annual unaudited financial statements pertaining to each Series; (c) 
quarterly earnings statements prepared by the Fund; (d) a monthly 
itemized list of the securities in each Series' portfolio; (e) monthly 
balance sheets as soon as practicable after the end of each month; (f)  
the current net asset value and  offering price per share for each 
Series on each day such net asset value is computed and (g) from time to 
time such additional information regarding the financial condition of 
each Series of the Fund as you may reasonably request.

	3.	Representations and Warranties

	The Fund represents to you that all registration statements, 
prospectuses and statements of additional information filed by the Fund 
with the SEC under the 1933 Act and the 1940 Act with respect to the 
Shares have been prepared in conformity with the requirements of said 
Acts and the rules and regulations of the SEC thereunder.  As used in 
this Agreement, the  terms "registration statement", "prospectus" and 
"statement of additional information" shall mean any registration 
statement, prospectus and statement of additional information filed by 
the Fund with the SEC and any amendments and supplements thereto filed 
by the Fund with the SEC.  The Fund represents and warrants to you that 
any registration statement, prospectus and statement of additional 
information, when such registration statement becomes effective and as 
such prospectus and statement of additional information are amended or 
supplemented, will include at the time of such effectiveness, amendment 
or supplement all statements required to be contained therein in 
conformance with the 1933 Act, the 1940 Act and the rules and 
regulations of the SEC; that all statements of material fact contained 
in any registration statement, prospectus or statement of additional 
information will be true and correct when such registration statement 
becomes effective; and that neither any registration statement nor any 
prospectus or statement of additional information when such registration 
statement becomes effective will include an untrue statement of a 
material fact or omit to state a material fact required to be stated 
therein or necessary to make the statements therein not misleading to a 
purchaser of the Fund's Shares.  The Fund may, but shall not be 
obligated to, propose from time to time such amendment or amendments to 
any registration statement and such supplement or supplements to any 
prospectus or statement of additional information as, in the light of 
future developments, may, in the opinion of the Fund, be necessary or 
advisable.  If the Fund shall not propose such amendment or amendments 
and/or supplement or supplements within fifteen days after receipt by 
the Fund of a written request from you to do so, you may, at your 
option, terminate this Agreement or decline to make offers of the Fund's 
Shares until such amendments are made.  The Fund shall not file any 
amendment to any registration statement or supplement to any prospectus 
or statement of additional information without giving you reasonable 
notice thereof in advance; provided, however, that nothing contained in 
this Agreement shall in any way limit the Fund's right to file at any 
time such amendments to any registration statement and/or supplements to 
any prospectus or statement of additional information, of whatever 
character, as the Fund may deem advisable, such right being in all 
respects absolute and unconditional.

	4.	Indemnification

		4.1  The Fund authorizes you to use any prospectus or 
statement of additional information furnished by the Fund from time to 
time, in connection with the sale of Shares.  The Fund agrees to 
indemnify, defend and hold you, your several officers and directors, and 
any person who controls you within the meaning of Section 15 of the 1933 
Act, free and harmless from and against any and all claims, demands, 
liabilities and expenses (including the cost of investigating or 
defending such claims, demands or liabilities and any such counsel fees 
incurred in connection therewith) which you, your officers and 
directors, or any such controlling person, may incur under the 1933 Act 
or under common law or otherwise, arising out of or based upon any 
untrue statement, or alleged untrue statement, of a material fact 
contained in any registration statement, any prospectus or any statement 
of additional information or arising out of or based upon any omission, 
or alleged omission, to state a material fact required to be stated in 
any registration statement, any prospectus or any statement of 
additional information or necessary to make the statements in any of 
them not misleading; provided, however, that the Fund's agreement to 
indemnify you, your officers or directors, and any such controlling 
person shall not be deemed to cover any claims, demands, liabilities or 
expenses arising out of any statements or representations made by you or 
your representatives or agents other than such statements and 
representations as are contained in any prospectus or statement of 
additional information and in such financial and other statements as are 
furnished to you pursuant to paragraph 2.3 of this Agreement; and 
further provided that the Fund's agreement to indemnify you and the 
Fund's representations and warranties herein before set forth in 
paragraph 3 of this Agreement shall not be deemed to cover any liability 
to the Fund or its shareholders to which you would otherwise be subject 
by reason of willful misfeasance, bad faith or gross negligence in the 
performance of your duties, or by reason of your reckless disregard of 
your obligations and duties under this Agreement.  The Fund's agreement 
to indemnify you, your officers and directors, and any such controlling 
person, as aforesaid, is expressly conditioned upon the Fund's being 
notified of any action brought against you, your officers or directors, 
or any such controlling person, such notification to be given by letter 
or by telegram addressed to the Fund at its principal office in New 
York, New York and sent to the Fund by the person against whom such 
action is brought, within ten days after the summons or other first 
legal process shall have been served.  The failure so to notify the Fund 
of any such action shall not relieve the Fund from any liability that 
the Fund may have to the person against whom such action is brought by 
reason of any such untrue, or alleged untrue, statement or omission, or 
alleged omission, otherwise than on account of the Fund's indemnity 
agreement contained in this paragraph 4.1.  The Fund will be entitled to 
assume the defense of any suit brought to enforce any such claim, demand 
or liability, but, in such case, such defense shall be conducted by 
counsel of good standing chosen by the Fund.  In the event the Fund 
elects to assume the defense of any such suit and retains counsel of 
good standing, the defendant or defendants in such suit shall bear the 
fees and expenses of any additional counsel retained by any of them; but 
if the Fund does not elect to assume the defense of any such suit, the 
Fund will reimburse you, your officers and directors, or the controlling 
person or persons named as defendant or defendants in such suit, for the 
fees and expenses of any counsel retained by you or them.  The Fund's 
indemnification agreement contained in this paragraph 4.1 and the Fund's 
representations and warranties in this Agreement shall remain operative 
and in full force and effect regardless of any investigation made by or 
on behalf of you, your officers and directors, or any controlling 
person, and shall survive the delivery of any of the Fund's Shares.  
This agreement of indemnity will inure exclusively to your benefit, to 
the benefit of your several officers and directors, and their respective 
estates, and to the benefit of the controlling persons and their 
successors.  The Fund agrees to notify you promptly of the commencement 
of any litigation or proceedings against the Fund or any of its officers 
or Board members in connection with the issuance and sale of any of the 
Fund's Shares.

		4.2  You agree to indemnify, defend and hold the Fund, its 
several officers and Board members, and any person who controls the Fund 
within the meaning of Section 15 of the 1933 Act, free and harmless from 
and against any and all claims, demands, liabilities and expenses 
(including the costs of investigating or defending such claims, demands 
or liabilities and any counsel fees incurred in connection therewith) 
that the Fund, its officers or Board members or any such controlling 
person may incur under the 1933 Act, or under common law or otherwise, 
but only to the extent that such liability or expense incurred by the 
Fund, its officers or Board members, or such controlling person 
resulting from such claims or demands shall arise out of or be based 
upon (a) any unauthorized sales literature, advertisements, information, 
statements or representations or (b) any untrue, or alleged untrue, 
statement of a material fact contained in information furnished in 
writing by you to the Fund and used in the answers to any of the items 
of the registration statement or in the corresponding statements made in 
the prospectus or statement of additional information, or shall arise 
out of or be based upon any omission, or alleged omission, to state a 
material fact in connection with such information furnished in writing 
by you to the Fund and required to be stated in such answers or 
necessary to make such information not misleading.  Your agreement to 
indemnify the Fund, its officers or Board members, and any such 
controlling person, as aforesaid, is expressly conditioned upon your 
being notified of any action brought against the Fund, its officers or 
Board members, or any such controlling person, such notification to be 
given by letter or telegram addressed to you at your principal office in 
Boston, Massachusetts and sent to you by the person against whom such 
action is brought, within ten days after the summons or other first 
legal process shall have been served.  You shall have the right to 
control the defense of such action, with counsel of your own choosing, 
satisfactory to the Fund, if such action is based solely upon such 
alleged misstatement or omission on your part or with the Fund's 
consent, and in any event the Fund, its officers or Board members or 
such controlling person shall each have the right to participate in the 
defense or preparation of the defense of any such action with counsel of 
its own choosing reasonably acceptable to you but shall not have the 
right to settle any such action without your consent, which will not be 
unreasonably withheld.  The failure to so notify you of any such action 
shall not relieve you from any liability that you may have to the Fund, 
its officers or Board members, or to such controlling person by reason 
of any such untrue, or alleged untrue, statement or omission, or alleged 
omission, otherwise than on account of your indemnity agreement 
contained in this paragraph 4.2.  You agree to notify the Fund promptly 
of the commencement of any litigation or proceedings against you or any 
of your officers or directors in connection with the issuance and sale 
of any of the Fund's Shares.
		
	5.	Effectiveness of Registration

	No Shares shall be offered by either you or the Fund under any of 
the provisions of this Agreement and no orders for the purchase or sale 
of such Shares under this Agreement shall be accepted by the Fund if and 
so long as the effectiveness of the registration statement then in 
effect or any necessary amendments thereto shall be suspended under any 
of the provisions of the 1933 Act, or if and so long as a current 
prospectus as required by Section 5(b) (2) of the 1933 Act is not on 
file with the SEC; provided, however, that nothing contained in this 
paragraph 5 shall in any way restrict or have an application to or 
bearing upon the Fund's obligation to repurchase its Shares from any 
shareholder in accordance with the provisions of the Fund's prospectus, 
statement of additional information or charter documents, as amended 
from time to time.

6. Offering Price

Shares of any class of any Series of the Fund offered for sale by 
you shall be offered for sale at a price per share (the "offering 
price") equal to (a) their net asset value (determined in the manner 
set forth in the Fund's charter documents and the then-current 
prospectus and statement of additional information) plus (b) a sales 
charge, if applicable, which shall be the percentage of the offering 
price of such Shares as set forth in the Fund's then-current prospectus 
relating to such Series.  In addition to or in lieu of any sales charge 
applicable at the time of sale, Shares of any class of any Series of the 
Fund offered for sale by you may be subject to a contingent deferred 
sales charge as set forth in the Fund's then-current prospectus and 
statement of additional information.  You shall be entitled to receive 
any sales charge levied at the time of sale in respect of the Shares 
without remitting any portion to the Fund.  Any payments to a broker or 
dealer through whom you sell Shares shall be governed by a separate 
agreement between you and such broker or dealer and the Fund's then-
current prospectus and statement of additional information 

	
7.	Notice to You

	The Fund agrees to advise you immediately in writing:

		(a)  of any request by the SEC for 
amendments to the registration statement, 
prospectus or statement of additional 
information then in effect or for additional 
information;

		(b)  in the event of the issuance by 
the SEC of any stop order suspending the 
effectiveness of the registration statement, 
prospectus or statement of additional 
information then in effect or the initiation 
of any proceeding for that purpose;

		(c)  of the happening of any event that 
makes untrue any statement of a material fact 
made in the registration statement, 
prospectus or statement of additional 
information then in effect or that requires 
the making of a change in such registration 
statement, prospectus or statement of 
additional 
	information in order to make the statements 
therein not misleading; and
		
		(d)  of all actions of the SEC with 
respect to any amendment to the registration 
statement, or any supplement to the 
prospectus or statement of additional 
information which may from time to time be 
filed with the SEC.

	8.	Term of the Agreement

	This Agreement shall become effective on the date hereof, shall 
have an initial term of one year from the date hereof, and shall 
continue for successive annual periods thereafter so long as such 
continuance is specifically approved at least annually by (a) the Fund's 
Board or (b) by a vote of a majority (as defined in the 1940 Act) of the 
Fund's outstanding voting securities, provided that in either event the 
continuance is also approved by a majority of the Board members of the 
Fund who are not interested persons (as defined in the 1940 Act) of any 
party to this Agreement, by vote cast in person at a meeting called for 
the purpose of voting on such approval.  This Agreement is terminable, 
without penalty, on 30 days' notice by the Fund's Board or by vote of 
holders of a majority of the relevant Series outstanding voting 
securities, or on 90 days' notice by you.  This Agreement will also 
terminate automatically, as to the relevant Series, in the event of its 
assignment (as defined in the 1940 Act and the rules and regulations 
thereunder).

9. Arbitration

Any claim, controversy, dispute or deadlock arising under 
this Agreement (collectively, a "Dispute") shall be settled by 
arbitration administered under the rules of the American Arbitration 
Association ("AAA") in New York, New York.  Any arbitration and award 
of the arbitrators, or a majority of them, shall be final and the 
judgment upon the award rendered may be entered in any state or federal 
court having jurisdiction.  No punitive damages are to be awarded.

10.	Miscellaneous

	So long as you act as a principal underwriter and distributor of 
Shares, you shall not perform any services for any entity other than 
investment companies advised or administered by Citigroup Inc. or its 
subsidiaries.  The Fund recognizes that the persons employed by you to 
assist in the performance of your duties under this Agreement may not 
devote their full time to such service and nothing contained in this 
Agreement shall be deemed to limit or restrict your or any of your 
affiliates right to engage in and devote time and attention to other 
businesses or to render services of whatever kind or nature.   This 
Agreement and the terms and conditions set forth herein shall be 
governed by, and construed in accordance with, the laws of the State of 
New York.

	11.	Limitation of Liability  (Massachusetts business trusts 
only)

	The Fund and you agree that the obligations of the Fund under this 
Agreement shall not be binding upon any of the Trustees, 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 have been authorized by the 
Trustees and signed by an authorized officer of the Fund, acting as 
such, and neither such authorization by such Trustees nor such execution 
and delivery by such officer 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 trust property of the Fund as provided in its 
Master Trust Agreement.

	If the foregoing is in accordance with your understanding, kindly 
indicate your acceptance of this Agreement by signing and returning to 
us the enclosed copy, whereupon this Agreement will become binding on 
you.


						Very truly yours,
SMITH BARNEY MANAGED GOVERNMENTS 
FUND INC.


						By:  _____________________
						       Authorized Officer
Accepted:

CFBDS, INC.


By:  __________________________
       Authorized Officer

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