Registration Nos. 2-91948
	811-4061

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549

	FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	     X     

Pre-Effective Amendment No.              	           

Post-Effective Amendment No.          23       	     X     

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY 
      ACT OF 1940	     X     

Amendment No.      22      	      X    


	SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
	(Exact name of Registrant as specified in Charter)

	388 Greenwich Street, New York, New York 10013
	(Address of principal executive offices) (Zip Code)

	          (212) 723-9218          
	(Registrant's telephone number, including Area Code)

	Christina T. Sydor
	Secretary

	Smith Barney Managed Governments Fund Inc.
	388 Greenwich Street
	New York, New York 10013
	(22nd Floor)
	(Name and address of agent for service)

	Approximate Date of Proposed Public Offering:
	As soon as possible after this Post-Effective Amendment
	becomes effective.

It is proposed that this filing will become effective:
   
     X             immediately upon filing pursuant to Rule 485(b)
            on                            pursuant to Rule 485(b)
            on                  pursuant to Rule 485(a)

	                                                                         
The registrant has previously filed a declaration of
 indefinite registration of its shares pursuant
 to Rule 24f-2  under the Investment Company Act of 1940. 
 Registrant's Rule 24f-2 Notice for the fiscal year 
ended     July 31, 1996 was filed on September 27, 1996 as
 Accession Number 0000748826-96-000002.    



   
To Register Additional Securities under Reg. 270.24e-2
 Calculation of 
Registration Fee
________________________________________________
__
Title of			Share		Proposed		Proposed
Securities		Amount		Maximum		Maximum	Amount 
of
being			being		Offering			Aggregate
	Registration
Registered		Registered	Price per		Offering*	Fee
					Share
________________________________________________________________________
___
SB Managed Govt	4,052,610	$12.65			$290,000	$100




The fee for the shares to be registered by this filing has been
 computed 
on the basis of the market value
per share in effect on December 3, 1996.

*Calculation of the proposed maximum offering price has been made 
pursuant to Rule 24e-2.

During its fiscal year ended July 31, 1996, the Fund
 redeemed 10,384,768 
shares.  During its current fiscal year, the Fund
 used 6,377,918 shares 
it redeemed during its fiscal year ended July 31, 1996,
 for a reduction 
pursuant to Rule 24f-2(c).

During its current fiscal year, the Fund filed no other
 post-effective 
amendments for the purpose of reduction pursuant to
 Rule 24e-2 (a).

    





SMITH BARNEY MANAGED GOVERNMENTS FUND INC.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contrains the following pages and
 documents

Front Cover

Contents Page

Cross-Reference Sheet

Part C - Other Information

Signature Page

Exhibit 





SMITH BARNEY MANAGED GOVERNMENTS FUND INC.

	FORM N-1A

	CROSS REFERENCE SHEET

	PURSUANT TO RULE 495(a)

Part A.
Item No.					Prospectus Caption

1. Cover Page					Cover Page

2. Synopsis					Prospectus Summary

3. Condensed Financial Information		Financial Highlights;
						The Fund's Performance

4. General Description of Registrant		Cover Page; Prospectus 
Summary;
						Purchase of Shares; Investment 
Objective and
						Management Policies; Additional 
Information

5. Management of the Fund			Management of the Fund; 
Distributor;
						Additional Information

6. Capital Stock and Other Securities		Purchase of Shares; 
Dividends, Distributions
						and Taxes; Additional Information

7. Purchase of Securities				Purchase of Shares; 
Valuation of Shares;
						Redemption of Shares; Exchange 
Privilege;
						Distributor; Additional Information

8. Redemption or Repurchase			Purchase of Shares; Redemption 
of Shares

9. Legal Proceedings				Not Applicable






Part B						Statement of 
Item No.					Additional Information Caption

10. Cover					Cover Page

11. Table of Contents				   Table of     Contents

12. General Information				    Additional 
Information    ; Distributor

13. Investment Objectives and Policies		Investment Objective and 
Management
						Policies

14. Management of the Fund			Management of the Fund; 
Distributor

15. Control Persons and Principal			Management of the Fund
     Holders of Securities			

16. Investment Advisory and Other Services	Management of the Fund; 
Distributor

17. Brokerage Allocation				Investment Objective and 
Management Policies

18. Capital Stock and Other Securities		Purchase of Shares; 
Redemption of Share;
						Taxes

19. Purchase, Redemption and Pricing of		Purchase of Shares; 
Redemption of Shares;
     Securities Being Offered			Distributor; Valuation of 
Shares; Exchange Privilege

20. Tax Status					Taxes

21. Underwriters					Distributor

22. Calculation of Performance Data		Performance Data

23. Financial Statements				Financial Statements

PART A


The Prospectus of Smith Barney Managed Governments Fund Inc. ("the 
Fund") is incorporated by reference to Part A of Post-Effective 
Amendment No. 22 to the Fund's Registration Statement filed on November 
27, 1996, ("Post-Effective Amendment No. 22") (Accession No. 91155-96-
487).	

PART B

The Statement of Additional Information to Smith Barney Managed 
Governments Fund Inc. (the "Fund") is incorporated by reference to Part 
B of Post Effective Amendment No. 22. 



	SMITH BARNEY NEW MANAGED GOVERNMENTS FUND INC.

	PART C

Item 24. Financial Statements and Exhibits

(a)	Financial Statements:

		Included in Part A:

			Financial Highlights

		Included in Part B:

	The Registrant's Annual Report for the year ended July 31, 1996 
and the report of Independent Accountants dated September 23, 1996, are 
incorporated by reference to the Definitive 30b-1 filed on October 1, 
1996 as Accession # 0000091155-96-000396

		Included in Part C:

			Consent of Independent Accountants

(b)	Exhibits

Exhibit No.	Description of Exhibits

		All references are to the Registrant's Registration 
Statement on Form N-1A (the "Registration Statement") as 
filed with the SEC on June 29, 1984 (File Nos. 2-91948 and 
811-4061).

(1)(a)		Registrant's Articles of Incorporation dated June 18, 
1984 are incorporated by reference to the Registration 
Statement.

(b)		Form of Articles of Amendment to Articles of Incorporation 
dated August 20, 1984, May 20, 1988, November 4, 1992, 
November 19, 1992, July 30, 1993 and October 14, 1994 and 
November 7, 1994, respectively, are incorporated by 
reference to Post-Effective Amendment No. 20 to the 
Registration Statement filed on November 7, 1994 ("Post-
Effective Amendment No. 20").


(2)		Registrant's By-Laws are incorporated by reference to the 
Registration Statement.

(3)		Not Applicable.

(4)(a)		Registrant's form of stock certificate for Class A 
shares is incorporated by reference to Pre-Effective 
Amendment No. 1 to the Registration Statement as filed with 
the SEC on August 8, 1985 ("Pre-Effective Amendment No. 1").

(b)		Registrant's form of stock certificate for Class B shares is 
incorporated by reference to Post-Effective Amendment No. 13 
to the Registration Statement as filed with the SEC on 
October 23, 1992 ("Post-Effective Amendment No. 13").

(5)		Investment Advisory Agreement dated July 30, 1993 between 
the Registrant and Greenwich Street Advisors is incorporated 
by reference to Post-Effective Amendment No. 16 to the 
Registration Statement as filed with the SEC on September 
30, 1993 ("Post-Effective Amendment No. 16")

(b)		Form of Transfer of Investment Advisory Agreement dated as 
of November 7, 1994, among  Registrant, Mutual Management 
Corp. and SBMFM is incorporated by reference to Post 
Effective Amendment No. 21 dated November 30, 1995.

(6)		Distribution Agreement dated July 30, 1993 between the 
Registrant and Smith Barney Shearson Inc. is incorporated by 
reference to Post-Effective Amendment No. 16.

(7)		Not Applicable.

(8)		Form of Custody Agreement between the Registrant and PNC 
Bank, National Association dated as of July 12, 1995 is 
incorporated by reference to Post Effective Amendment No. 21 
dated November 30, 1995

(9)(a)		Transfer Agency Agreement dated August 2, 1993 between 
the Registrant and The Shareholder Services Group, Inc. is 
incorporated by reference to Post-Effective Amendment No. 12 
to the Registration Statement filed with the SEC on October 
23, 1992.

(b)		Administration Agreement dated April 20, 1994 between the 
Registrant and Smith, Barney Advisers, Inc. ("SBA") is 
incorporated by reference to Post-Effective Amendment No. 
20.

(10)		Not Applicable.

(11)(a)		Consent of Independent Accountants is incorporated by 
reference to Post-Effective Amendment No. 22  dated November 
27, 1996.

(b)		Consent of Morningstar Mutual Fund Values is incorporated by 
reference to Post-Effective Amendment No. 13.

(12)		Not Applicable.

(13)		Not Applicable.

   
(14)		Form of Smith Barney Defined Contributions Plan Document is 
filed herein.
    

(15)		Amended and Restated Services and Distribution Plan pursuant 
to Rule 12b-1 between the Registrant and Smith Barney Inc. 
("Smith Barney") is incorporated by reference to Post-
Effective Amendment No. 20.

(16)		Performance Data is incorporated by reference to Post-
Effective Amendment No. 7 to the Registration Statement as 
filed with the SEC on November 29, 1988.

(17)		Financial Data Schedule is filed herewith.

(18)		Form of Rule 18f-(3)d Multiple Class Plan A Registrant is 
incorporated by reference to 		
	             Post Effective Amendment No. 21 dated November 30, 
1995.


Item 25.	Persons Controlled by or under Common Control with 
Registrant

		None

Item 26.	Number of Holders of Securities

			(1)					(2)
							Number of Record Holders
		Title of Class				by Class as of October 
31, 1996

		Common stock, par			Class A 27,093
		value $.001 per share			Class B 7,011
							Class C     74
							Class Y       5

Item 27.	Indemnification

		Response to this item is incorporated by reference to Post-
Effective Amendment No. 13.

Item 28(a).	Business and Other Connections of Investment Adviser

Investment Adviser and Administrator - - Smith Barney Mutual Funds 
Management Inc., formerly 
known as Smith, Barney Advisers, Inc. ("SBMFM")

SBMFM, was incorporated in December 1968 under the laws of the State of 
Delaware. SBMFM is a wholly owned subsidiary of Smith Barney Holdings 
Inc. (formerly known as Smith Barney Shearson Holdings Inc.), which in 
turn is a wholly owned subsidiary of Travelers Group Inc. (formerly 
known as Primerica Corporation) ("Travelers").  SBMFM is registered as 
an investment adviser under the Investment Advisers Act of 1940 (the 
"Advisers Act") and has, through its predecessors, been in the 
investment counseling business since 1934

The list required by this Item 28 of the officer and directors of SBMFM 
together with information as to any other business, profession, vocation 
or employment of a substantial nature engaged in by such officer and 
directors during the past two fiscal years, is incorporated by reference 
to Schedules A and D of FORM ADV filed by SBMFM pursuant to the Advisers 
Act (SEC File No. 801-8314).

Item 29.	Principal Underwriter

Smith Barney Inc. ("Smith Barney") currently acts as distributor for 
Smith Barney Managed Municipals Fund Inc., Smith Barney New York 
Municipals Fund Inc., Smith Barney California Municipals Fund Inc., 
Smith Barney Massachusetts Municipals Fund, Smith Barney Global 
Opportunities Fund, Smith Barney Aggressive Growth Fund Inc., Smith 
Barney Appreciation Fund Inc.,  Smith Barney Principal Return Fund, 
Smith Barney Income Funds, Smith Barney Equity Funds, Smith Barney 
Investment Funds Inc., Smith Barney Precious Metals and Minerals Fund 
Inc., Smith Barney Telecommunications Trust, Smith Barney Arizona 
Municipals Fund Inc., Smith Barney New Jersey Municipals Fund Inc., The 
USA High Yield Fund N.V., Garzarelli Sector Analysis Portfolio N.V., 
Smith Barney Fundamental Value Fund Inc., Smith Barney Series Fund, 
Consulting Group Capital Markets Funds, Smith Barney Investment Trust, 
Smith Barney Adjustable Rate Government Income Fund, Smith Barney 
Florida Municipals Fund, Smith Barney Oregon Municipals Fund, Smith 
Barney Funds, Inc., Smith Barney Muni Funds, Smith Barney World Funds, 
Inc., Smith Barney Money Funds, Inc., Smith Barney Municipal Money 
Market Fund., Inc., Smith Barney Variable Account Funds, Smith Barney 
U.S. Dollar Reserve Fund (Cayman), Worldwide Special Fund, N.V., 
Worldwide Securities Limited, (Bermuda), Smith Barney International Fund 
(Luxembourg) and various series of unit investment trusts.

	Smith Barney is a wholly owned subsidiary of Holdings.  On June 1, 
1994, Smith Barney changed its name from Smith Barney-Shearson Inc. to 
its current name.  The information required by this Item 29 with respect 
to each director, officer and partner of Smith Barney is incorporated by 
reference to Schedule A of FORM BD filed by Smith Barney pursuant to the 
Securities Exchange Act of 1934 (SEC File No. 812-8510).

Item 30.	Location of Accounts and Records

	(1)	Smith Barney Managed Governments Fund Inc.
		388 Greenwich Street
		New York, New York, 10013

	(2)	Smith Barney Mutual Funds Management Inc.
		388 Greenwich Street
		New York, New York 10013
	
	(3)	PNC Bank, National Association
		17th and Chestnut Streets
		Philadelphia, Pennsylvania 19101
	
	(4)	First Data Investor Services Group, Inc.
		One Boston Place
		Boston, Massachusetts 02109

Item 31.	Management Services

		Not Applicable

Item 32.	Undertakings

		The Registrant hereby undertakes to furnish to each person 
to whom a prospectus of the Registrant is delivered, a copy 
of the Registrant's latest annual report, upon request and 
without charge.
Rule 485(b) Certification


		The Registrant hereby certifies that it meets all of the 
requirements for effectiveness pursuant to Rule 485(b) under the 
Securities Act of 1933, as amended.

		The Registrant further represents pursuant to Rule 
485(b)(2)(iv) that the resignations of Dr. Hardin and Mr. Frankel as 
Directors of the Registrant was not due to any disagreement with the 
Registrant on any matter relating to its operation, policies or 
practices.  Messrs. Hardin and Frankel resigned because of increased 
board responsibilities for other investment companies and a desire to 
reduce travel and minimize scheduling conflicts with other professional 
obligations.

	SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, as 
amended, and the Investment Company Act of 1940, as amended, the 
Registrant, SMITH BARNEY MANAGED GOVERNMENTS FUND INC., has duly caused 
this Amendment to the Registration Statement to be signed on its behalf 
by the undersigned, thereunto duly authorized, all in the City of New 
York, State of New York on the 6th day of December 1996. 

						SMITH BARNEY MANAGED GOVERNMENTS
						FUND INC.


						By: /s/ Heath B. McLendon 
						       Heath B. McLendon,
						       Chairman of the Board
						
	WITNESS our hands on the date set forth below.

	Pursuant to the requirements of the Securities Act of 1933, as 
amended, this Amendment to the Registration Statement has been signed 
below by the following persons in the capacities and on the dates 
indicated.

Signature				Title						Date

/s/ Heath B. McLendon  			Chairman of the Board			     
	12/06/96
Heath B. McLendon			(Chief Executive Officer)

/s/ Lewis E. Daidone    			Treasurer (Chief Financial 			12/06/96
Lewis E. Daidone			and Accounting Officer)

/s/ Herbert Barg*			Director					
	12/06/96
Herbert Barg

/s/ Alfred Bianchetti*			Director						12/06/96
Alfred Bianchetti

/s/ Martin Brody*			Director					
	12/06/96
Martin Brody

/s/ Dwight Crane*			Director					
	12/06/96
Dwight Crane

/s/ Burt N. Dorsett*			Director						12/06/96
Burt N. Dorsett

/s/ Elliot S. Jaffe *			Director						12/06/96
Elliot S. Jaffe

/s/ Stephen Kaufman*			Director						12/06/96
Stephen Kaufman

/s/ Joseph McCann*			Director						12/06/96
Joseph McCann

/s/ Cornelius C. Rose, Jr*.		Director						12/06/96
Cornelius C. Rose, Jr.

______________________________________________________________

* Signed by Heath B. McLendon, their duly authorized attorney-in-fact, 
pursuant 
to power of attorney dated November 27, 1996.



/s/ Heath B. McLendon
Heath B. McLendon