SMITH BARNEY INVESTMENT TRUST 
SMITH BARNEY S&P 500 INDEX FUND
CLASS [ ]SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF 
MASSACHUSETTS

ACCOUNT NO. 					CUSIP 

THIS IS TO CERTIFY THAT 


IS THE OWNER OF


FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF 
BENEFICIAL INTEREST 
OF THE PAR VALUE OF $0.1 EACH OF SMITH BARNEY S&P 500 
INDEX FUND

("the Trust") transferable on the books of the Trust 
by the holder hereof in person or by duly authorized 
attorney, upon surrender of this ccrtificate properly 
endorsed. This certificate is not valid until 
countersigned by the Transfer Agent.

WITNESS the facsimile Seal of the Trust and the 
facsimile signatures of its duly authorized officers.

DATED

___________________	____________________
CHAIRMAN		SECRETARY


				Countersigned and Registered:
				FIRST DATA INVESTORS SERVICES 
GROUP, INC.
				a subsidiary of First Data 
Corporation Transfer Agent
				(Boston, Massachusetts)


BY _________________________
AUTHORIZED SIGNATURE



	The following abbreviations, when used in the 
inscription on the face of this certificate, shall be 
construed as though they were written out in full 
according to applicable laws or regulations.


TEN COM    -	as tenants in common		UNIF 
GIFT MIN ACT - ...........Custodian...............
								
	(Cust)                  (Minor)
TEN ENT     -	as tenants by the entireties		
	         	        under Uniform Gifts to 
Minors

JT TEN	       -	as joint tenants with right 	
			
	Act.....................................
                	of survivorship and not as                     
				(State)
                	tenants in common

		Additional abbreviations may also be used 
though not in the above list.

	For value received, 
________________________________________ hereby sell, 
assign and transfer unto

 PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE





	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS 
INCLUDING POSTAL ZIP CODE OF ASSIGNEE





									
		Class A Shares
of the beneficial interest represented by the within 
Certificate, and do hereby irrevocable constitute and 
appoint

									
		Attorney
to transfer the said shares on the books of the 
within-named Trust with full power of substitution in 
the premises.


Dated: 


							NOTICE:  The 
signature to this assignment must 				
					correspond with the name 
as written 								
	upon the face of the Certificate, in 		
							every 
particular, without alteration or 				
					enlargement, or any 
change whatever.


The Trust is authorized to issue two or more classes 
of beneficial interest.  The Trust will furnish to any 
stockholder on request and without charge a full 
statement of the designation and any preferences, 
conversion and other rights, voting powers, 
restrictions, limitations as to dividends, 
qualifications and terms and conditions of redemption 
of the beneficial interest of each class which the 
Trust is authorized to issue and, if the Trust is 
authorized to issue any preferred or special class in 
series, of the differences in the relative rights and 
preferences between the shares of each series to the 
extent they have been set and the authority of the 
Board of Directors to set the relative rights and 
preferences of subsequent series.