FORM OF 
INVESTMENT MANAGEMENT AGREEMENT


April [  ], 1997

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


Dear Sirs:

	This Investment Management Agreement (the "Agreement") is made on this [  
] day of April, 1997, by and between Smith Barney Investment Trust , a 
business trust organized under the laws of the Commonwealth of Massachusetts 
(the "Trust"), in respect of its sub-trust, Smith Barney Large Capitalization 
Growth Fund (the "Fund"), and Smith Barney Mutual Funds Management Inc. 
("SBMFM") 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: (i) the Trust's Master Trust Agreement, as amended from time to time 
(the "Master Trust Agreement"); (ii) the Fund's Prospectus (the 
"Prospectus"); and (iii) the Fund's Statement of Additional Information 
(the "Statement") filed with the Securities and Exchange Commission (the 
"SEC") as part of the Fund's Registration Statement on Form N-1A, as 
amended from time to time, and in such manner and to such extent as may 
from time to time be approved by the Board of Trustees of the Trust (the 
"Board").  Copies of the Fund's Prospectus and the Statement and the 
Trust's Master Trust Agreement have been or will be submitted to SBMFM.  
The Trust desires to employ and hereby appoints SBMFM to act as 
investment manager for the Fund. SBMFM accepts the appointment and 
agrees to furnish the services 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 such persons shall remain under the 
general supervision of SBMFM.


2.	Services as Investment Manager

	Subject to the supervision and direction of the Board, SBMFM will: (a) 
assist in supervising all aspects of the Fund's operations; (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 stationery 
and office supplies; and (c) prepare reports to shareholders of the 
Fund, tax returns and reports to and filings with the SEC and state blue 
sky authorities.

3.	Compensation

	In consideration of the services rendered pursuant to this Agreement, 
the Trust will pay SBMFM, on the first business day of each month, a fee 
for the previous month at an annual rate of 0.75% of the Fund's average 
daily net assets.  The fee for the period from the date the Fund 
commences its investment operations to the end of the month during which 
the Fund commences its investment operations shall be pro-rated 
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 that month shall be pro-rated according 
to the proportion that 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/or the Statement, 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: investment advisory 
and administration fees; charges of custodians and transfer and dividend 
disbursing agents; fees for necessary professional services, such as the 
Fund's and Board members' proportionate share of insurance premiums, 
professional associations, dues and/or assessments; and brokerage 
services, including taxes, interest and commissions; 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; the costs of regulatory 
compliance, such as SEC fees and state blue sky qualifications fees; 
outside auditing and legal expenses and costs associated with 
maintaining the Fund's legal existence; costs of shareholders' reports 
and meetings of the officers or Board; fees of the members of the Board 
who are not officers, directors or employees of Smith Barney, Inc. or 
its affiliates or any person who is an affiliate of any person to whom 
duties may be delegated hereunder and any extraordinary expenses.  In 
addition, the Fund will pay all service and distribution fees pursuant 
to a Services and 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, 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.	Brokerage

	In selecting brokers or dealers to execute transactions on behalf of the 
Fund, SBMFM will seek the best overall terms available.  In assessing 
the best overall terms available for any transaction, SBMFM will 
consider factors it deems relevant, including, but not limited to, the 
breadth of the market in the security, the price of the security, the 
financial condition and execution capability of the broker or dealer and 
the reasonableness of the commission, if any, for the specific 
transaction and on a continuing basis.  In selecting brokers or dealers 
to execute a particular transaction, and in evaluating the best overall 
terms available, SBMFM is authorized to consider the brokerage and 
research services (as those terms are defined in Section 28(e) of the 
Securities Exchange Act of 1934, as amended) provided to the Fund and/or 
other accounts over which SBMFM or its affiliates exercise investment 
discretion.

7.	Information Provided to the Fund

	SBMFM will keep the Trust informed of developments materially affecting 
the Fund's portfolio, and will, on its own initiative, furnish the Trust 
from time to time with whatever information SBMFM believes is 
appropriate for this purpose.

8.	Standard of Care

	SBMFM shall exercise its best judgment in rendering the services listed 
in paragraph 2 above.  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 in this Agreement shall be deemed to protect or purport to 
protect SBMFM against any liability to the Trust or to the Fund's 
shareholders to which SBMFM would otherwise be subject by reason of 
willful malfeasance, 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.

9.	Services to Other Companies or Accounts

	The Trust understands that SBMFM now acts, will continue to act and may 
act in the future as: investment adviser to fiduciary and other managed 
accounts, as well as to other investment companies; and the Trust has no 
objection to SBMFM's so acting, provided that whenever the Fund and one 
or more other investment companies advised by SBMFM have available funds 
for investment, investments suitable and appropriate for each will be 
allocated in accordance with a formula believed to be equitable to each 
company.  The Trust recognizes that in some cases this procedure may 
adversely affect the size of the position obtainable for the Fund.  In 
addition, the Trust understands that the persons employed by SBMFM to 
assist in the performance of SBMFM's duties under this Agreement will 
not devote their full time to such service and nothing contained in this 
Agreement shall be deemed to limit or restrict the right of SBMFM or any 
affiliate of SBMFM to engage in and devote time and attention to other 
businesses or to render services of whatever kind or nature.


l0.	Term of Agreement

	This Agreement shall become effective as of the date the Fund commences 
its investment operations and continue for an initial two-year term and 
shall continue thereafter so long as such continuance is specifically 
approved at least annually by (i) the Board or (ii) 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 who are not "interested 
persons" (as defined in the 1940 Act) of any party to this Agreement, by 
vote cast in person or by proxy at a meeting called for the purpose of 
voting on such approval.  This Agreement is terminable, without penalty, 
on 60 days' written notice, by the Board or by vote of holders of a 
majority of the Fund's shares, or upon 90 days' written notice, by 
SBMFM. This Agreement will also terminate automatically in the event of 
its assignment (as defined in the 1940 Act).

11.	Representation by the Trust

	The Trust represents that a copy of the Master Trust Agreement is on 
file with the Secretary of the Commonwealth of Massachusetts and with 
the City of Boston.

12.	Indemnification

	The Trust agrees to indemnify SBMFM and its officers, directors, 
employees, affiliates, controlling persons, agents (including persons to 
whom responsibilities are delegated hereunder) 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 9 above. This indemnification shall be 
limited by the 1940 Act and relevant state law. Each indemnitee shall be 
entitled to advance 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.

13.	Limitation of Liability

	The Trust and SBMFM agree that the obligations of the Trust 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 Trust 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 duly 
authorized by the Trust and SBMFM, and signed by an authorized officer 
of each, acting as such. Neither the authorization by the Board members 
of the Trust, nor the Trust execution and delivery by the officer of the 
Trust 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 the enclosed copy of 
this Agreement to us.

							Very truly yours,


							Smith Barney Investment Trust,
								on behalf of 
							Smith Barney Large Capitalization  	
							Growth Fund



							By:                                                          
							Title:

Accepted:
Smith Barney Mutual Funds Management Inc.



By:                 

Name:
Title:
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