FORM OF SHAREHOLDER
SERVICES AND DISTRIBUTION PLAN



SHAREHOLDER SERVICES AND DISTRIBUTION PLAN


	This Shareholder Services and Distribution Plan (the "Plan") is 
adopted in accordance with Rule 12b-1 (the "Rule") under the Investment 
Company Act of 1940, as amended (the "1940 Act"), by Smith Barney 
Investment Funds Inc., a corporation organized under the laws of the State of 
Maryland (the "Corporation"), in respect to the Smith Barney Hansberger 
Global Value Fund (the "Fund"), subject to the following terms and 
conditions:

	Section 1.  Annual Fee.

	(a)	Class A Service Fee. The Corporation will pay to the 
distributor of the Fund's shares of beneficial interest, Smith Barney Inc., a 
corporation organized under the laws of the State of Delaware (the 
"Distributor"), a service fee under the Plan at an annual rate of 0.25% of the 
average daily net assets of the Fund attributable to the Class A shares sold by 
the Distributor (the "Class A Service Fee").

	(b)	Service Fee for Class B shares. The Corporation will pay to 
the Fund's Distributor a service fee under the Plan at the annual rate of 0.25% 
of the average daily net assets of the Fund attributable to the Class B shares 
sold by the Distributor (the "Class B Service Fee").

	(c)	Distribution Fee for Class B shares. In addition to the Class 
B Service Fee, the Corporation will pay the Distributor a distribution fee
 under 
the Plan at the annual rate of 0.75% of the average daily net assets of the
 Fund 
attributable to the Class B shares sold by the Distributor (the "Class B 
Distribution Fee").

	(d)	Service Fee for Class C shares.  The Corporation will pay to 
the Fund's Distributor a service fee under the plan at the annual rate of 0.25% 
of the average daily net assets of the Fund attributable to the Class C shares 
sold by the Distributor (the "Class C Service Fee").

	(e)	Distribution Fee for Class C shares.  In addition to the Class 
C Service Fee, the Corporation will pay the Fund's Distributor a distribution 
fee under the plan at the annual rate of 0.75% of the average daily net
 assets of 
the Fund attributable to the Class C shares sold by the Distributor (the "Class 
C 
Distribution Fee").

	(f)	Payment of Fees. The Service Fees and Distribution Fees will 
be calculated daily and paid monthly by the Corporation with respect to the 
foregoing classes of the Fund's shares (each a "Class" and together, the 
"Classes") at the annual rates indicated above.

	Section 2.  Expenses Covered by the Plan.

	With respect to expenses incurred by each Class, its respective 
Service Fees and/or Distribution Fees may be used by the Distributor for: (a) 
costs of printing and distributing the Fund's prospectuses, statements of 
additional information and reports to prospective investors in the Fund; (b) 
costs involved in preparing, printing and distributing sales literature 
pertaining to the Fund; (c) an allocation of overhead and other branch office 
distribution-related expenses of the Distributor; (d) payments made 
to, and expenses of, the Distributor's financial consultants and other persons 
who provide support services to Fund shareholders in connection with the 
distribution of the Fund's shares, including but not limited to, office space
 and 
equipment, telephone facilities, answering routine inquires regarding the Fund 
and its operation, processing shareholder transactions, forwarding and 
collecting proxy material, changing dividend payment elections and providing 
any other shareholder services not otherwise provided by the Fund's transfer 
agent; and (e) accruals for interest on the amount of the foregoing 
expenses that exceed the Distribution Fee and, in the case of Class B and Class 
C shares, the contingent deferred sales charge received by the Distributor; 
provided, however, that the Distribution Fees may be used by the Distributor 
only to cover expenses primarily intended to result in the sale of those
 shares, 
including, without limitation, payments to the Distributor's financial 
consultants at the time of the sale of the shares. In addition, 
Service Fees are intended to be used by the Distributor primarily to pay its 
financial consultants for servicing shareholder accounts, including a 
continuing fee to each such financial consultant, which fee shall begin to 
accrue immediately after the sale of such shares.

	Section 3.  Approval by Shareholders

	The Plan will not take effect, and no fees will be payable in 
accordance with Section 1 of the Plan, with respect to a Class until the Plan 
has been approved by a vote of at least a majority of the outstanding voting 
securities of the Class.  The Plan will be deemed to have been approved with 
respect to a Class, so long as a majority of the outstanding voting securities
 of 
the Class votes for the approval of the Plan, notwithstanding that: (a) the
 Plan 
has not been approved by a majority of the outstanding voting securities of any 
other Class; or (b) the Plan has not been approved by a majority of the 
outstanding voting securities of the Fund.  

	Section 4.  Approval by Directors

	Neither the Plan nor any related agreements will take effect until 
approved by a majority vote of both (a) the Board of Directors and (b) those 
Directors who are not interested persons of the Corporation and who have no 
direct or indirect financial interest in the operation of the Plan or in any 
agreements related to it (the "Qualified "), cast in person at a meeting called 
for the purpose of voting on the Plan and the related agreements.

	Section 5.  Continuance of the Plan.

	The Plan will continue in effect with respect to each Class until 
October 31, 1998 and thereafter for successive twelve-month periods with 
respect to each Class; provided, however, that such continuance is specifically 
approved at least annually by the Directors of the Corporation and by a 
majority of the Qualified Directors.

	Section 6.  Termination.

	The Plan may be terminated at any time with respect to a Class (i) by 
the Corporation without the payment of any penalty, by the vote of a majority 
of the outstanding voting securities of such Class or (ii) by a majority vote
 of 
the Qualified Directors. The Plan may remain in effect with respect to a 
particular Class even if the Plan has been terminated in accordance with this 
Section 6 with respect to any other Class.

	Section 7.  Amendments.

	The Plan may not be amended with respect to any Class so as to 
increase materially the amounts of the fees described in Section 1 above, 
unless the amendment is approved by a vote of holders of at least a majority of 
the outstanding voting securities of that Class. No material amendment to the 
Plan may be made unless approved by the Corporation's Board of Directors in 
the manner described above.

	Section 8.  Selection of Certain Directors.

	While the Plan is in effect, the selection and nomination of the 
Corporation's Directors who are not interested persons of the Fund will be 
committed to the discretion of the Directors then in office who are not 
interested persons of the Fund.

	Section 9.  Written Reports

	In each year during which the Plan remains in effect, any person 
authorized to direct the disposition of monies paid or payable by the Fund 
pursuant to the Plan or any related agreement will prepare and furnish to the 
Corporation's Board of Directors and the Board will review, at least quarterly, 
written reports complying with the requirements of the Rule, which set out the 
amounts expended under the Plan and the purposes for which those 
expenditures were made.

	Section 10.  Preservation of Materials.

	The Corporation will preserve copies of the Plan, any agreement 
relating to the Plan and any report made pursuant to Section 9 above, for a 
period of not less than six years (the first two years in an easily accessible 
place) from the date of the Plan, agreement or report.

	Section 11.  Meanings of Certain Terms.

	As used in the Plan, the terms "interested person" and "majority of 
the outstanding voting securities" will be deemed to have the same meaning 
that those terms have under the rules and regulations under the 1940 Act, 
subject to any exemption that may be granted to the Fund under the 1940 Act, 
by the Securities and Exchange Commission.

	 IN WITNESS WHEREOF, the Fund has executed the Plan as of 
October ____, 1997.


		SMITH BARNEY INVESTMENT FUNDS INC.
		On behalf of Smith Barney Hansberger Global Value Fund


By: ____________________________________
    Heath B. McLendon
     Chairman of the Board