Exhibit d.8

	     [FORM OF]

	MANAGEMENT AGREEMENT
	between
	SMITH BARNEY MUNI FUNDS
	and
	SSBC FUND MANAGEMENT INC.

	AGREEMENT made as of the [date] by and between Smith Barney Muni
Funds, a Massachusetts business trust (the "Fund"), on behalf of the
Massachusetts Money Market Portfolio (the "Portfolio"), and SSBC Fund
Management Inc., a New York corporation (the "Manager").
	1.	The Manager, at its expense, undertakes to afford to the
Portfolio the advice and assistance of the Manager's organization with
respect to the selection, acquisition, holding and the disposal of
securities; and advice and recommendations with respect to other aspects
of the business and affairs of the Portfolio; and shall, subject to the
Trustees of the Fund and in cooperation with the officers of the Fund,
administer the business and affairs of the Portfolio.  In acting
hereunder the Manager shall be an independent contractor and shall not be
an agent of the Fund.
	2.	The Manager, at its expense, shall provide the Portfolio with
office space and equipment, shall furnish the Portfolio with bookkeeping,
accounting and administrative services and services relating to research,
statistical work and supervision of the Portfolio, and shall permit such
of its directors, officers and employees as may be elected as Trustees or
officers of the Fund to serve in the capacities to which they are
elected.  All services to be furnished by the Manager under this
agreement may be furnished through the medium of any such directors,
officers or employees or other affiliates of the Manager.  The investment
policies, the administration of its business and affairs and all other
acts of the Portfolio are and shall at all times be subject to the
approval and direction of the Trustees of the Fund.
	3.	The Fund shall at all times keep the Manager fully informed
with regard to the securities owned by the Portfolio, its funds available
or to become available for investment, and generally as to the condition
of its affairs.  The Fund, on behalf of the Portfolio, shall furnish the
Manager with a certified copy of all of its financial statements, and a
signed copy of each report prepared by independent public accountants and
with such other information with regard to its affairs as the Manager
may, from time to time, reasonably request.
	4.	The Fund will pay all its expenses other than those expressly
stated to be payable by the Manager hereunder (or payable by the
investment manager pursuant to a management agreement on behalf of any
other portfolio of the Fund).  Expenses payable by the Fund shall
include, but not be limited to, interest, taxes and governmental fees,
fees and commissions of every kind, expenses of issue, repurchase or
redemption of shares, filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Fund under
Federal or state securities laws and maintaining such registrations and
qualifications (including the printing of the Fund's registration
statements), litigation and indemnification expenses and other
extraordinary expenses, insurance expense, costs of performing portfolio
valuations, association membership dues, all charges of custodians
(including sums as custodian and sums for keeping books and for rendering
other services to the Fund), shareholder servicing agents, registrars,
auditors and legal counsel, expenses of preparing, printing and
distributing all prospectuses, proxy material, reports and notices to
shareholders, all expenses of shareholders' and Trustees' meetings, out-
of-pocket expenses of Trustees and fees of Trustees who are not
"interested persons" as defined in the Investment Company Act of 1940 and
all other costs incident to the Fund's existence. Direct expenses of the
Portfolio, including but not limited to the management fee, are charged
to the Portfolio, and general trust expenses are allocated between (or
among) the portfolios of the Fund on the basis of relative net assets.
	5.	The services of the Manager, and its directors, officers and
employees, to the Fund on behalf of the Portfolio are not to be deemed to
be exclusive, each of the foregoing being free to render services to
others and engage in other activities, whether similar or dissimilar in
nature.
	6.	As compensation to the Manager, the Fund will pay the Manager
a daily management fee at the annual rate of 0.50% on the first $2.5
Billion of the Portfolio's average daily net assets; 0.475% on the next
$2.5 Billion of average daily net assets; and 0.45% on average daily net
assets in excess of $5 Billion.
		Notwithstanding any of the above provisions, the Manager
shall reduce its fee to the extent that in any fiscal year the aggregate
expenses of the Portfolio, exclusive of taxes, brokerage, interest, and
extraordinary expenses, such as litigation and indemnification expenses,
exceed [percent (%)] of its average daily net assets until this voluntary
expense limitation shall terminate by notice to shareholders of the
termination and the Portfolio's prospectus shall be supplemented to
reflect any such termination.
	7.	The Manager assumes no responsibility under this agreement
other than to render the services called for hereunder in good faith and
shall not be responsible for any action of the Portfolio in following or
declining to follow any advice or recommendation of the Manager.  In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Manager,
the Manager shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security.
	8.	This agreement shall terminate automatically in the event of
its assignment, the term "assignment" for this purpose having the meaning
defined in Section 2(a)(4) of the Investment Company Act of 1940.
	9.	This agreement may be terminated at any time, without the
payment of any penalty, (a) by the Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio, on 60
days' written notice addressed to the Manager at its principal place of
business; and (b) by the Manager on 60 days' written notice addressed to
the Trustees.
	10.	The terms of this agreement shall be submitted for approval
each year by a majority of the Trustees of the Fund who are not parties
to this agreement or "interested persons" (as defined in the Investment
Company Act of 1940) of any such party.  In addition this agreement shall
continue in effect only so long as specifically approved annually by the
Trustees of the Fund (including such majority of the Trustees) or by vote
of a majority of the outstanding voting securities of the Portfolio, as
defined in the Investment Company Act of 1940 and Rules thereunder.
	11.	This agreement shall be governed by and construed in
accordance with the laws of the State of New York.
	12.	No Trustee, shareholder, officer, employee or agent of the
Fund shall be held to any personal liability, nor shall resort be had to
their private property for the satisfaction of any obligation or claim or
otherwise, in connection with the affairs of the Fund, but the Trust
Property only shall be liable.
	13.	This agreement shall become effective upon its approval by
the shareholders of the Portfolio in the manner prescribed by the
Investment Company Act of 1940 and Rules thereunder.
	IN WITNESS WHEREOF, the parties hereto have caused this agreement
to be executed by their officers thereunto duly authorized.

Attest:		Smith Barney Muni Funds

By                                		By


Attest:		SSBC Fund Management
Inc.

By                                                     		By