Rule 18f-3 (d) Multiple Class Plan for Smith Barney Mutual Funds

Introduction

This plan (the Plan) is adopted pursuant to Rule 18f-3 (d) of the Investment 
Company Act of 1940, as amended (the 1940 Act).  The purpose of the Plan is 
to restate the existing arrangements previously approved by the Boards of 
Directors and Trustees of certain of the open-end investment companies set 
forth on Schedule A (the Funds and each a Fund) distributed by Smith Barney 
Inc. (Smith Barney) under the Funds existing order of exemption (Investment 
Company Act Release Nos. 20042 (January 28, 
1994) (notice) and 20090 (February 23, 1994)).  Shares of the Funds are 
distributed pursuant to a system (the Multiple Class System) in which each 
class of shares (a Class) of a Fund represents a pro rata interest in the 
same portfolio of investments of the Fund and differs only to the extent 
outlined below.

I.  Distribution Arrangements and Service Fees

One or more Classes of shares of the Funds are offered for purchase by 
investors with the following sales load structure.  In addition, pursuant to 
Rule 12b-1 under the 1940 Act (the Rule), the Funds have each adopted a plan 
(the Services and Distribution Plan) under which shares of the Classes are 
subject to the services and distribution fees described below.

     	1.  Class A Shares

Class A shares are offered with a front-end sales load and under the Services 
and Distribution Plan are subject to a service fee of up to 0.25% of average 
daily net assets.  In addition, the Funds are permitted to assess a 
contingent deferred sales charge (CDSC) on certain redemptions of Class A 
shares sold pursuant to a complete waiver of front-end sales loads applicable 
to large purchases, if the shares are redeemed within one year of the date of 
purchase.  This waiver applies to sales of Class A shares where the amount of 
purchase is equal to or exceeds $500,000 although this amount may be changed 
in the future.

	2.  Class B Shares

Class B shares are offered without a front-end sales load, but are subject to 
a five-year declining CDSC and under the Services and Distribution Plan are 
subject to a service fee at an annual rate of up to 0.25% of average daily 
net assets and a distribution fee at an annual rate of up to 0.75% of average 
daily net assets.

3. Class D Shares

Class D shares are offered without a front-end sales load, CDSC, service fee 
or distribution fee.  

4.  Class L Shares 

Class L shares are offered with a front-end load, are subject to a one-year 
CDSC and under the Services and Distribution Plan are subject to a service 
fee at an annual rate of up to 0.25% of average daily net assets and a 
distribution fee at an annual rate of up to 0.75% of average daily net 
assets.  Unlike Class B shares, Class L shares do not have the conversion 
feature as discussed below and accordingly, these shares are subject to a 
distribution fee for an indefinite period of time.  The Funds reserve the 
right to impose these fees at such higher rates as may be determined.

5.  Class I Shares 

Class I shares are offered without a front-end sales load, but are subject 
under the Services and Distribution Plan to a service fee at an annual rate 
of up to 0.25% of average daily net assets.

6.  Class O Shares 

Class O shares are offered without a front-end load, but are subject to a 
one-year CDSC and under the Services and Distribution Plan are subject to a 
service fee at an annual rate of up to 0.25% of average daily net assets and 
a distribution fee at an annual rate of up to 0.50% of average daily net 
assets.  Unlike Class B shares, Class O shares do not have the conversion 
feature as discussed below and accordingly, these shares are subject to a 
distribution fee for an indefinite period of time.  The Funds reserve the 
right to impose these fees at such higher rates as may be determined.    

Effective June __, 1999, Class O share will be offered with a front-end load 
and will continue to be subject to a one year CDSC, a service fee at an 
annual rate of up to 0.25% of average daily net assets and a distribution fee 
at an annual rate of up to 0.50% of average daily net assets.

    	7.  Class Y Shares

Class Y shares are offered without imposition of either a sales charge or a 
service or distribution fee for investments where the amount of purchase is 
equal to or exceeds a specific amount as specified in each Funds prospectus.

	8.  Class Z Shares

Class Z shares are offered without imposition of either a sales charge or a 
service or distribution fee for purchase (i) by employee benefit and 
retirement plans of Smith Barney and its affiliates, (ii) by certain unit 
investment trusts sponsored by Smith Barney and its affiliates, and (iii) 
although not currently authorized by the governing boards of the Funds, when 
and if authorized, (x) by employees of Smith Barney and its affiliates and 
(y) by directors, general partners or trustees of any investment company for 
which Smith Barney serves as a distributor and, for each of (x) and (y), 
their spouses and minor children.

     	9.  Additional Classes of Shares

The Boards of Directors and Trustees of the Funds have the authority to 
create additional classes, or change existing Classes, from time to time, in 
accordance with Rule 18f-3 of the 1940 Act.

II.  Expense Allocations

Under the Multiple Class System, all expenses incurred by a Fund are 
allocated among the various Classes of shares based on the net assets of the 
Fund attributable to each Class, except that each Classs net asset value and 
expenses reflect the expenses associated with that Class under the Funds 
Services and Distribution Plan, including any costs associated with obtaining 
shareholder approval of the Services and Distribution Plan (or an amendment 
thereto) and any expenses specific to that Class.  Such expenses are limited 
to the following:

     (i)  	transfer agency fees as identified by the transfer agent as being 
attributable to a specific Class;

     (ii)  	printing and postage expenses related to preparing and 
distributing materials such as shareholder reports, prospectuses and proxies 
to current shareholders;

     (iii)  Blue Sky registration fees incurred by a Class of shares;

     (iv)  	Securities and Exchange Commission registration fees incurred by 
a Class of shares;

     (v)  	the expense of administrative personnel and services as required 
to support the shareholders of a specific Class;

     (vi)  	litigation or other legal expenses relating solely to one Class 
of shares; and

     (vii)  fees of members of the governing boards of the funds incurred as 
a result of issues relating to one Class of shares.

Pursuant to the Multiple Class System, expenses of a Fund allocated to a 
particular Class of shares of that Fund are borne on a pro rata basis by each 
outstanding share of that Class.


III.  Conversion Rights of Class B Shares

All Class B shares of each Fund will automatically convert to Class A shares 
after a certain holding period, expected to be, in most cases, approximately 
eight years but may be shorter.  Upon the expiration of the holding period, 
Class B shares (except those purchases through the reinvestment of dividends 
and other distributions paid in respect of Class B shares) will automatically 
convert to Class A shares of the Fund at the relative net asset value of each 
of the Classes, and will, as a result, thereafter be subject to the lower fee 
under the Services and Distribution Plan.  For purposes of calculating the 
holding period required for conversion, newly created Class B shares issued 
after the date of implementation of the Multiple Class System are deemed to 
have been issued on (i) the date on which the issuance of the Class B shares 
occurred or (ii) for Class B shares obtained through an exchange, or a series 
of exchanges, the date on which the issuance of the original Class B shares 
occurred.

Shares purchased through the reinvestment of dividends and other 
distributions paid in respect of Class B shares are also Class B shares.  
However, for purposes of conversion to Class A, all Class B shares in a 
shareholders Fund account that were purchased through the reinvestment of 
dividends and other distributions paid in respect of Class B shares (and that 
have not converted to Class A shares as provided in the following sentence) 
are considered to be held in a separate sub-account.  Each time any Class B 
shares in the shareholders Fund account (other than those in the sub-account 
referred to in the preceding 
sentence) convert to Class A, a pro rata portion of the Class B shares then 
in the sub-account also converts to Class A.  The portion is determined by 
the ratio that the shareholders Class B shares converting to Class A bears to 
the shareholders total Class B shares not acquired through dividends and 
distributions.

The conversion of Class B shares to Class A shares is subject to the 
continuing availability of a ruling of the Internal Revenue Service that 
payment of different dividends on Class A and Class B shares does not result 
in the Funds dividends or distributions constituting preferential dividends 
under the Internal Revenue Code of 1986, as amended (the Code), and the 
continuing availability of an opinion of counsel to the effect that the 
conversion of shares does not constitute a taxable event under the Code.  The 
conversion of Class B shares to Class A shares may be suspended if this 
opinion is no longer available,  In the event that conversion of Class B 
shares does not occur, Class B shares would continue to be subject to the 
distribution fee and any incrementally higher transfer agency costs attending 
the Class B shares for an indefinite period.

IV.	Exchange Privileges

Shareholders of a Fund may exchange their shares at net asset value for 
shares of the same Class in certain other of the Smith Barney Mutual Funds as 
set forth in the prospectus for such Fund.  Funds only permit exchanges into 
shares of money market funds having a plan under the Rule if, as permitted by 
paragraph (b) (5) of Rule 11a-3 under the 1940 Act, either (i) the time 
period during which the shares of the money market funds are held is included 
in the calculations of the CDSC or (ii) the time period is not included but 
the amount of the CDSC is reduced by the amount of any payments made under a 
plan adopted pursuant to the Rule by the money market funds with respects to 
those shares.  Currently, the Funds include the time period during which 
shares of the money market fund are held in the CDSC period.  The exchange 
privileges applicable to all Classes of shares must comply with Rule 11a-3 
under the 1940 Act.


Smith Barney Sponsored Investment Companies
Operating under Rule 18f-3 - Schedule A
(as of May 29, 1998)


Smith Barney Adjustable Rate Government Income Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund
Smith Barney Concert Allocation Series Inc.
     Conservative Portfolio
     Balanced Portfolio
     Global Portfolio
     Growth Portfolio
     Income Portfolio
     High Growth Portfolio
Smith Barney Equity Funds -
     Concert Social Awareness Fund
     Smith Barney Large Cap Blend Fund
Smith Barney Fundamental Value Fund Inc.
Smith Barney Funds, Inc. -
     Large Cap Value Fund
     Short-Term High Grade Bond Fund
     U.S. Government Securities Fund
Smith Barney Income Funds -
     Smith Barney Balanced Fund
     Smith Barney Convertible Fund
     Smith Barney Diversified Strategic Income Fund
     Smith Barney Exchange Reserve Fund
     Smith Barney High Income Fund
     Smith Barney Municipal High Income Fund
     Smith Barney Premium Total Return Fund
     Smith Barney Total Return Bond Fund
Smith Barney Investment Trust -
     Smith Barney Intermediate Maturity California Municipals Fund
     Smith Barney Intermediate Maturity New York Municipals Fund
     Smith Barney Large Capitalization Growth Fund
     Smith Barney S&P 500 Index Fund
Smith Barney Investment Funds Inc.  
     Concert Peachtree Growth Fund
     Smith Barney Contrarian Fund
     Smith Barney Government Securities Fund
     Smith Barney Hansberger Global Small Cap Value Fund
     Smith Barney Hansberger Global Value Fund
     Smith Barney Investment Grade Bond Fund
Smith Barney Special Equities Fund

Smith Barney Institutional Cash Management Fund, Inc.
    Cash Portfolio
    Government Portfolio
    Municipal Portfolio
Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc. -
     Cash Portfolio
     Government Portfolio
     Retirement Portfolio
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Muni Funds -
     California Money Market Portfolio
     Florida Portfolio
     Georgia Portfolio
     Limited Term Portfolio
     National Portfolio
     New York Portfolio
     New York Money Market 
     Pennsylvania Portfolio
Smith Barney Natural Resources Fund Inc.
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund
Smith Barney Small Cap Blend Fund, Inc.
Smith Barney Telecommunications Trust -
     Smith Barney Telecommunications Income Fund
Smith Barney World Funds, Inc. -
     International Equity Portfolio
     International Balanced Portfolio
     European Portfolio
     Pacific Portfolio
     Global Government Bond Portfolio
     Emerging Markets Portfolio	

U:\legal\general\forms\18f3plan.doc