ARTICLES SUPPLEMENTARY

SMITH BARNEY INVESTMENT FUNDS INC.

	Smith Barney Investment Funds Inc., a Maryland corporation 
having its principal office in the State of Maryland in Baltimore City 
(hereinafter called the "Corporation"), hereby certifies to the State 
Department of Assessments and Taxation of Maryland that:

	FIRST:  The Corporation is authorized to issue ten billion 
shares of capital stock, par value $.001 per share, with an aggregate 
par value of $10,000,000.  These Articles Supplementary do not 
increase the total authorized capital stock of the Corporation or the 
aggregate par value thereof.

	SECOND:  The Board of Directors hereby reclassifies two 
billion of the unissued shares of capital stock of the Corporation 
heretofore allocated to the Class A Common Stock, Class B Common 
Stock, Class C Common Stock, Class Y Common Stock and Class Z 
Common Stock of the Special Equities Fund of the Corporation as two 
billion shares of Class A Common Stock, Class B Common Stock, 
Class C Common Stock, Class Y Common Stock and Class Z 
Common Stock of the Smith Barney Hansberger Global Value Fund of 
the Corporation, which is hereby established, as follows:  The 
Corporation shall be authorized to issue up to two billion shares of 
each of the Class A Common Stock, Class B Common Stock, Class C 
Common Stock, Class Y Common Stock and Class Z Common Stock 
of the Smith Barney Hansberger Global Value Fund less, at any time, 
the total number of shares of all such other classes of capital stock of 
the Smith Barney Hansberger Global Value Fund then issued and 
outstanding.  At no time may the Corporation cause to be issued and 
outstanding more than two billion shares of the capital stock of all 
such classes of the Smith Barney Hansberger Global Value Fund in the 
aggregate unless such number be hereafter increased in accordance 
with the Maryland General Corporation Law.

	THIRD:  The Board of Directors hereby reclassifies two 
hundred fifty million of the unissued shares of capital stock of the 
Corporation heretofore allocated to the Class A Common Stock, Class 
B Common Stock, Class C Common Stock, Class Y Common Stock 
and Class Z Common Stock of the Investment Grade Bond Fund of the 
Corporation, one hundred fifty million of the unissued shares of 
capital stock of the Corporation heretofore allocated to Class A 
Common Stock, Class B Common Stock, Class C Common Stock, 
Class Y Common Stock and Class Z Common Stock of the Special 
Equities Fund of the Corporation, one billion three hundred fifty 
million of the unissued shares of capital stock of the Corporation 
heretofore allocated to Class A Common Stock, Class B Common 
Stock, Class C Common Stock, Class Y Common Stock and Class Z 
Common Stock of the Government Securities Fund of the Corporation, 
and two hundred fifty million shares of the unissued shares of capital 
stock of the Corporation heretofore allocated to the Class A Common 
Stock, Class B Common Stock, Class C Common Stock, Class Y 
Common Stock and Class Z Common Stock of the European Fund of 
the Corporation as two billion shares of Class A Common Stock, Class 
B Common Stock, Class C Common Stock, Class Y Common Stock 
and Class Z Common Stock of the Smith Barney Hansberger Global 
Small Cap Value Fund of the Corporation, which is hereby 
established, as follows:  The Corporation shall be authorized to issue 
up to two billion shares of each of the Class A Common Stock, Class B 
Common Stock, Class C Common Stock, Class Y Common Stock and 
Class Z Common Stock of the Smith Barney Hansberger Global Small 
Cap Value Fund less, at any time, the total number of shares of all 
such other classes of capital stock of the Smith Barney Hansberger 
Global Small Cap Value Fund then issued and outstanding.  At no 
time may the Corporation cause to be issued and outstanding more 
than two billion shares of the capital stock of all such classes of the 
Smith Barney Hansberger Global Small Cap Value Fund in the 
aggregate unless such number be hereafter increased in accordance 
with the Maryland General Corporation Law.

	FOURTH:  The shares of Class A Common Stock, Class B 
Common Stock, Class C Common Stock, Class Y Common Stock and 
Class Z Common Stock of the Smith Barney Hansberger Global Value 
Fund of the Corporation classified hereby shall have the preferences, 
conversion and other rights, voting powers, restrictions, limitations as 
to dividends, qualifications, and terms and conditions of redemption as 
set forth in Article SEVENTH of the Corporation's Articles of 
Incorporation and shall be subject to all provisions of its Articles of 
Incorporation relating to stock of the Corporation generally, and those 
set forth as follows:

		(1)	The assets belonging to the Class A 
Common Stock, Class B Common Stock, Class C Common Stock, 
Class Y Common Stock and Class Z Common Stock of the Smith 
Barney Hansberger Global Value Fund shall be invested in the same 
investment portfolio of the Corporation.

		(2)	The dividends and distributions of 
investment income and capital gains with respect to each such class of 
capital stock of the Smith Barney Hansberger Global Value Fund shall 
be in such amounts as may be declared from time to time by the Board 
of Directors, and such dividends and distributions may vary from 
dividends and distributions with respect to each other class of capital 
stock of the Smith Barney Hansberger Global Value Fund to reflect 
differing allocations of the expenses of the Fund among the holders of 
each such class and any resultant differences among the net asset 
values per share of each such class, to such extent and for such 
purposes as the Board of Directors may deem appropriate.

		(3)	The allocation of investment income, 
realized and unrealized capital gains and losses, expenses and 
liabilities of the Corporation among the said classes of capital stock of 
the Smith Barney Hansberger Global Value Fund and any other class 
of the Corporation's capital stock and the determination of their 
respective net asset values and rights upon liquidation or dissolution of 
the Corporation shall be determined conclusively by the Board of 
Directors in a manner that is consistent with Rule 18f-3 of the 
Investment Company Act of 1940, as amended (the "Investment 
Company Act") and any existing or future amendment to such rule or 
any rule of interpretation under the Investment Company Act that 
modifies, is an authorized alternative to, or supersedes such rule (the 
"Rule").

		(4)	The proceeds of the redemption of the 
shares of any class of capital stock of the Smith Barney Hansberger 
Global Value Fund shall be reduced by the amount of any contingent 
deferred sales charge or other charge (which charges may vary among 
the classes) payable on such redemption pursuant to the terms of 
issuance of such shares, all in accordance with the Investment 
Company Act and applicable rules and regulations of the National 
Association of Securities Dealers, Inc. ("NASD").

		(5)	At such times as may be determined by the 
Board of Directors (or with the authorization of the Board of Directors, 
the officers of the Corporation) in accordance with the Rule, the 
Investment Company Act and applicable rules and regulations of the 
NASD and reflected in the registration statement relating to the Smith 
Barney Hansberger Global Value Fund, shares of a particular class of 
capital stock of the Smith Barney Hansberger Global Value Fund may 
be automatically converted into shares of another class of capital stock 
of the Smith Barney Hansberger Global Value Fund based on the 
relative net asset values of such classes at the time of conversion, 
subject, however, to any conditions of conversion that may be imposed 
by the Board of Directors (or with the authorization of the Board of 
Directors, the officers of the Corporation) and reflected in the 
registration statement relating to the Smith Barney Hansberger Global 
Value Fund as aforesaid.

	FIFTH:  The shares of Class A Common Stock, Class B 
Common Stock, Class C Common Stock, Class Y Common Stock and 
Class Z Common Stock of the Smith Barney Hansberger Global Small 
Cap Value Fund of the Corporation classified hereby shall have the 
preferences, conversion and other rights, voting powers, restrictions, 
limitations as to dividends, qualifications, and terms and conditions of 
redemption as set forth in Article SEVENTH of the Corporation's 
Articles of Incorporation and shall be subject to all provisions of its 
Articles of Incorporation relating to stock of the Corporation 
generally, and those set forth as follows:

		(1)	The assets belonging to the Class A 
Common Stock, Class B Common Stock, Class C Common Stock, 
Class Y Common Stock and Class Z Common Stock of the Smith 
Barney Hansberger Global Small Cap Value Fund shall be invested in 
the same investment portfolio of the Corporation.

		(2)	The dividends and distributions of 
investment income and capital gains with respect to each such class of 
capital stock of the Smith Barney Hansberger Global Small Cap Value 
Fund shall be in such amounts as may be declared from time to time 
by the Board of Directors, and such dividends and distributions may 
vary from dividends and distributions with respect to each other class 
of capital stock of the Smith Barney Hansberger Global Small Cap 
Value Fund to reflect differing allocations of the expenses of the Fund 
among the holders of each such class and any resultant differences 
among the net asset values per share of each such class, to such extent 
and for such purposes as the Board of Directors may deem appropriate.

		(3)	The allocation of investment income, 
realized and unrealized capital gains and losses, expenses and 
liabilities of the Corporation among the said classes of capital stock of 
the Smith Barney Hansberger Global Small Cap Value Fund and any 
other class of the Corporation's capital stock and the determination of 
their respective net asset values and rights upon liquidation or 
dissolution of the Corporation shall be determined conclusively by the 
Board of Directors in a manner that is consistent with Rule 18f-3 of 
the Investment Company Act and any existing or future amendment to 
such rule or any rule or interpretation under the Investment Company 
Act that modifies, is an authorized alternative to, or supersedes such 
rule (the "Rule").

		(4)	The proceeds of the redemption of the 
shares of any class of capital stock of the Smith Barney Hansberger 
Global Small Cap Value Fund shall be reduced by the amount of any 
contingent deferred sales charge or other charge (which charges may 
vary among the classes) payable on such redemption pursuant to the 
terms of issuance of such shares, all in accordance with the Investment 
Company Act and applicable rules and regulations of the National 
Association of Securities Dealers, Inc. ("NASD").



		(5)	At such times as may be determined by the 
Board of Directors (or with the authorization of the Board of Directors, 
the officers of the Corporation) in accordance with the Rule, the 
Investment Company Act and applicable rules and regulations of the 
NASD and reflected in the registration statement relating to the Smith 
Barney Hansberger Global Small Cap Value Fund, shares of a 
particular class of capital stock of the Smith Barney Hansberger 
Global Small Cap Value Fund may be automatically converted into 
shares of another class of capital stock of the Smith Barney 
Hansberger Global Small Cap Value Fund based on the relative net 
asset values of such classes at the time of conversion, subject, however, 
to any conditions of conversion that may be imposed by the Board of 
Directors (or with the authorization of the Board of Directors, the 
officers of the Corporation) and reflected in the registration statement 
relating to the Smith Barney Hansberger Global Small Cap Value 
Fund as aforesaid.

	SIXTH:  The Board of Directors of the Corporation has 
classified and reclassified the shares described above pursuant to 
authority contained in the Corporation's charter.

	SEVENTH:  Following the reclassification of the unissued 
shares of the Corporation set forth above, the capital stock of the 
Corporation is classified as follows:


Fund		Total Shares

	
Growth		2.0 billion	      Class A Common     Class B 
Common     Class C Common     Class Y Common     Class Z 
Common
Opportunity Fund	  	       Stock		   Stock	                  
Stock	              Stock  	          Stock


Government	1.0 billion	      Class A Common     Class B 
Common     Class C Common     Class Y Common     Class Z 
Common
Securities Fund		       Stock		   Stock	                  
Stock	              Stock  	          Stock


Investment		1.0 billion        Class A Common     Class B 
Common     Class C Common     Class Y Common     Class Z 
Common
Grade Bond Fund  		       Stock		   Stock	                  
Stock	              Stock  	          Stock


Special		1.0 billion        Class A Common     Class B 
Common     Class C Common     Class Y Common     Class Z 
Common
Equities Fund		       Stock		   Stock	                  
Stock	              Stock  	          Stock


Managed		1.0 billion        Class A Common     Class B 
Common     Class C Common     Class Y Common     Class Z 
Common
Growth Fund 		       Stock		   Stock	                  
Stock	              Stock  	          Stock


Smith Barney  	2.0 billion        Class A Common     Class B 
Common     Class C Common     Class Y Common     Class Z 
Common
Hansberger Global 		       Stock		   Stock	                  
Stock	             Stock  	          Stock 
Value Fund


Smith Barney 	2.0 billion      Class A Common     Class B Common     
Class C Common     Class Y Common    Class Z Common
Hansberger Global		       Stock		   Stock	                  
Stock	              Stock  	          Stock
Small Cap Value Fund




	The undersigned Chairman of the Board of the Corporation 
acknowledges these Articles Supplementary to be the corporate act of 
the Corporation and states that to the best of his knowledge, 
information and belief, the matters and facts set forth in these Articles 
with respect to authorization and approval are true in all material 
respects and that this statement is made under penalties of perjury.

	IN WITNESS WHEREOF, Smith Barney Investment Funds 
Inc. has caused these Articles Supplementary to be signed on its behalf 
by its Chairman of the Board and witnessed by its Assistant Secretary 
as of October 23, 1997.

					
					SMITH BARNEY 
INVESTMENT FUNDS INC.


					By: /s/ Heath B. 
McLendon
					       Heath B. McLendon,
					       Chairman of the 
Board

WITNESS:


/s/ Robert M. Nelson
Robert M. Nelson
Assistant Secretary




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