SMITH BARNEY INVESTMENT TRUST
AMENDMENT NO. 2
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT

AMENDMENT NO. 2 to the First Amended and Restated Master Trust 
Agreement dated as of February 28, 1998 (the "Agreement") of Smith 
Barney Investment Trust (the "Trust"), made as of the 16th day of 
October 1998.

WITNESSETH:

WHEREAS, Article VII, Section 7.3 of the Agreement provides that 
the Agreement may be amended at any time, so long as such amendment 
does not adversely affect the rights of any shareholder and so long as 
such amendment is not in contravention of applicable law, including the 
Investment Company Act of 1940, as amended, by an instrument in writing 
signed by an officer of the Trust pursuant to a vote of a majority of 
the Trustees; and
WHEREAS, the Trustees have the authority under Section 4.1 of the 
Agreement to issue classes of shares (as defined in the Agreement) of 
any Sub-Trust (as defined in the Agreement) or divide the shares of any 
Sub-Trust into classes, each class having such different dividend, 
liquidation, voting and other rights as the Trustees may determine, and 
to establish and designate the specific classes of shares of each Sub-
Trust; and
WHEREAS, on October 14, 1998, a majority of the Trustees voted to 
authorize the establishment of an additional class of shares to be 
designated as the "Class Z" shares with respect to the Smith Barney 
Large Capitalization Growth Fund and the Smith Barney S&P 500 Index 
Fund; and
WHEREAS, the undersigned has been duly authorized by the Trustees 
to execute and file this Amendment No. 2 to the Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Article IV, Section 4.2 of the 
Agreement is hereby amended to read in pertinent part as follows:
"Section 4.2 Establishment and Designation of Sub-Trusts.  
Without limiting the authority of the Trustees set forth in Section 4.1 
to establish and designate any further Sub-Trusts and classes, the 
Trustees hereby establish and designate the following Sub-Trusts and 
classes thereof: "Smith Barney Intermediate Maturity California 
Municipals Fund", "Smith Barney Intermediate Maturity New York 
Municipals Fund", "Smith Barney Large Capitalization Growth Fund", 
"Smith Barney S&P 500 Index Fund" and "Smith Barney Mid Cap Blend 
Fund", each of which shall consist of four classes designated as Class 
A, Class B, Class L, and Class Y shares, and solely with respect to the 
Smith Barney S&P 500 Index Fund, an additional class designated as 
Class D shares, and solely with respect to Smith Barney Mid Cap Blend 
Fund, Smith Barney Large Capitalization Growth and the Smith Barney S&P 
500 Index Fund an additional class designated as Class Z shares.  The 
shares of such Sub-Trusts and classes thereof and any shares of any 
further Sub-Trusts or classes that may from time to time be established 
and designated by the Trustees shall (unless the Trustees otherwise 
determine with respect to some further Sub-Trust or class at the time 
of establishing and designating the same) have the following relative 
rights and preferences:"
The undersigned hereby certifies that the Amendment set forth 
above has been duly adopted in accordance with the provisions of the 
Agreement.
IN WITHNESS WHEREOF, the undersigned has hereto set his hands as 
of the day and year first above written.

	SMITH BARNEY INVESTMENT TRUST

	By:  /s/ Michael Kocur		  
	Name:  Michael Kocur
	Title:   Assistant Secretary
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