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 28, 1999, Class O shares 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 Fund's 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 
Class's net asset value and expenses reflect the expenses 
associated with that Class under the Fund's 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 shareholder's 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 shareholder's 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 shareholder's Class B 
shares converting to Class A bears to the shareholder's 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 Fund's 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 June  30, 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 Mid Cap Blend 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\funds\camu\1998\secdocs\pea2518f