FORM OF 
AMENDED AND RESTATED
SHAREHOLDER  SERVICES AND DISTRIBUTION PLAN


	This Amended and Restated 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 Trust , a business trust organized under the 
laws of the Commonwealth of Massachusetts (the "Trust") on behalf of 
its sub-trust  (the "Fund"), subject to the following terms and 
conditions:

	Section 1.  Annual Fee.

	(a)	Service Fee for Class A shares. The Trust will pay to Salomon 
Smith Barney Inc., a corporation organized under the laws of 
the State of Delaware ("Salomon Smith Barney"), a service fee 
under the Plan at an annual rate of [     %] of the average 
daily net assets of the Fund attributable to the Class A shares 
sold and not redeemed (the "Class A Service Fee").

	(b)	Service Fee for Class B shares. The Trust will pay to Salomon 
Smith Barney a service fee under the Plan at the annual rate of 
[    %] of the average daily net assets of the Fund 
attributable to the Class B shares sold and not redeemed (the 
"Class B Service Fee").

	(c)	Distribution Fee for Class B shares. In addition to the Class B 
Service Fee, the Trust will pay Salomon Smith Barney a 
distribution fee under the Plan at the annual rate of [    %] 
of the average daily net assets of the Fund attributable to the 
Class B shares  sold and not redeemed (the "Class B 
Distribution Fee").

	(d)	Service Fee for Class L  shares.  The Trust will pay to Salomon 
Smith Barney a service fee under the plan at the annual rate of 
[    %] of the average daily net assets of the Fund 
attributable to the Class L shares sold and not redeemed (the 
"Class L Service Fee").

	(e)	Distribution Fee for Class L shares.  In addition to the Class 
L Service Fee, the Trust will pay Salomon Smith Barney a 
distribution fee under the Plan at the annual rate of [    %] 
of the average daily net assets of the Fund attributable to the 
Class L shares sold and not redeemed (the "Class L Distribution 
Fee").

	(f)	Payment of Fees. The Service Fees and Distribution Fees will be 
calculated daily and paid monthly by the Trust 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 Fee and/or Distribution Fee may be used by Salomon Smith Barney 
for: (a) costs of printing and distributing the Trust's prospectuses, 
statements of additional information and reports to prospective 
investors in the Trust; (b) costs involved in preparing, printing and 
distributing sales literature pertaining to the Trust; (c) an 
allocation of overhead and other branch office distribution-related 
expenses of Salomon Smith Barney; (d) payments made to, and expenses 
of, Salomon Smith Barney's financial consultants and other persons who 
provide support services to Trust shareholders in connection with the 
distribution of the Trust's shares, including but not limited to, 
office space and equipment, telephone facilities, answering routine 
inquires regarding the Trust 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 Trust's transfer agent; and (e) accruals 
for interest on the amount of the foregoing expenses that exceed the 
Distribution Fee for that Class and, in the case of Class B and Class L 
shares, any contingent deferred sales charges received by Salomon Smith 
Barney; provided, however, that (i) the Distribution Fee for a 
particular Class may be used by Salomon Smith Barney only to cover 
expenses primarily intended to result in the sale of shares of that 
Class, including, without limitation, payments to the financial 
consultants of Salomon Smith Barney and other persons as compensation 
for the sale of the shares, and (ii) the Service Fees are intended to 
be used by Salomon Smith Barney 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 
Trust.

	Section 4.   Approval by Trustees.

	Neither the Plan nor any related agreements will take effect until 
approved by a majority vote of both (a) the Board of Trustees and (b) 
those Trustees who are not interested persons of the Trust and who have 
no direct or indirect financial interest in the operation of the Plan 
or in any agreements related to it (the "Qualified Trustees"), 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 [     
, 1999] 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 Trustees of the Trust and by a 
majority of the Qualified Trustees.

	Section 6.  Termination.

	The Plan may be terminated at any time with respect to a Class (i) by 
the Trust 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 Trustees. 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 
Trust's Board of Trustees in the manner described in Section 4 above.

	Section 8.  Selection of Certain Trustees.

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

	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 Trust's Board of Trustees 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 Trust 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 Trust 
under the 1940 Act, by the Securities and Exchange Commission.

	Section 12.  Limitation of Liability.  

	The obligations of the Trust under this Agreement shall not be 
binding upon any of the Trustees, 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 
Trust, as provided in the Master Trust Agreement.  The execution of 
this Plan has been authorized by the Trustees and signed by an 
authorized officer of the Trust, acting as such, and neither such 
authorization by such Trustees nor such execution by such officer 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 trust 
property of the Trust as provided in its Master Trust Agreement.
 



	 IN WITNESS WHEREOF, the Fund has executed the Plan as of October 8, 
1998.

						
						SMITH BARNEY INVESTMENT TRUST
 
						

						By: 
____________________________________
						     Heath B. McLendon					     
						     Chairman of the Board