U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2


1.
Name and address of issuer:
Smith Barney Managed Government Fund Inc.
125 Broad Street
New York, NY 10004


2.
Name of each series or class of securities for which this Form is
filed (If the Form is being filed for all series and classes of
securities of the issuer, check the box but do not list series of
classes):                               [X]


3.
Investment Company Act File Number:
811-4061
Securities Act File Number:
02-91948


4.(a)
Last day of fiscal year for which this Form is filed:
July 31, 2000

4.(b)
[   ]	Check box if this Form is being filed late (i.e., more
	than 90 calendar days after the end of the issuer's
	fiscal year).

4.(c)
[   ]	Check box if this is the last time the issuer will be
	filing this form.


5.
Calculation of registration fee:
(i)	Aggregate sale price of securities sold during the fiscal
	year pursuant to section 24(f): $84,510,688


(ii)	Aggregate price of securities redeemed or
	repurchased during the fiscal year: $153,000,295


(iii)	Aggregate price of securities redeemed or
	repurchased during any prior fiscal year ending no
	earlier than October 11, 1995 that were not
	previously used to reduce registration fees payable
	to the commission: $0


(iv)	Total available redemption credits [add Item 5(ii) and
	(iii): - $153,000,295


(v)	Net sales - if Item 5(i) is greater than Item 5(iv)
	[subtract Item 5(iv)from Item 5(i)]: $0


(vi)	Redemption credits available for use in
	future years $(68,489,607)
	-if Item 5(I) is less than Item 5(iv)[subtract Item
        5(iv) from Item 5(i):$0


(vii)	Multiplier for determining registration fee x _0.000264


(viii)	Registration fee due [multiply Item 5(v) by Item
	5(vii) (enter *0* if no fee is due) = $0

6.
Prepaid Shares

If the response to item 5(i) was determined by deducting an amount
of securities that were registered under the Securities Act of
1933 pursuant to rule 24e-2 as in effect before [effective date of
rescission of rule 24e-2], then report the amount of securities
(number of shares or other units) deducted here:.
If there is a number of shares of other units that were registered
pursuant to rule 24e-2 remaining unsold at the end of the fiscal
year for which this form is filed that are available for use by
the issuer in future fiscal years, then state that number here:
__________.
7.
Interest due - if this Form is being filed more than 90 days after
the end of the issuer's fiscal year: + $__________

8.
Total of the amount of the registration fee due plus any interest
due [line 5(viii) plus line 7]: = _$ 0

9.
Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
CIK# 748826

      Method of Delivery:

                                      [ X ]  Wire Transfer
                                      [   ]  Mail or other means


SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.

By (Signature and Title)*
Marianne Motley - Assistant Treasurer

Date:	10/09/00

*Please print the name and title of the signing officer below the
signature.