FORM OF 
AMENDED AND RESTATED
 SHAREHOLDER  SERVICES AND DISTRIBUTION PLAN PRIVATE  


	This Amended and Restated Shareholder Services and Distribution 
Plan (the "Plan") is adopted in accordance with Rule 12b-1 (the 
"Rule") under the Investment Company Act of 1940, as amended (the 
"1940 Act"), by Smith Barney Massachusetts Municipals Fund, a 
business trust organized under the laws of the Commonwealth of 
Massachusetts (the "Trust") on behalf of its sub-trust  (the 
"Fund"), subject to the following terms and conditions:

	Section 1.  Annual Fee.

	(a)	Service Fee for Class A shares. The Trust will pay to 
Salomon Smith Barney Inc., a corporation organized under the 
laws of the State of Delaware ("Salomon Smith Barney"), a 
service fee under the Plan at an annual rate of [     %] of 
the average daily net assets of the Fund attributable to the 
Class A shares sold and not redeemed (the "Class A Service 
Fee").

	(b)	Service Fee for Class B shares. The Trust will pay to 
Salomon Smith Barney a service fee under the Plan at the 
annual rate of [    %] of the average daily net assets of 
the Fund attributable to the Class B shares sold and not 
redeemed (the "Class B Service Fee").

	(c)	Distribution Fee for Class B shares. In addition to the 
Class B Service Fee, the Trust will pay Salomon Smith Barney 
a distribution fee under the Plan at the annual rate of [    
%] of the average daily net assets of the Fund attributable 
to the Class B shares  sold and not redeemed (the "Class B 
Distribution Fee").

	(d)	Service Fee for Class L  shares.  The Trust will pay to 
Salomon Smith Barney a service fee under the plan at the 
annual rate of [    %] of the average daily net assets of 
the Fund attributable to the Class L shares sold and not 
redeemed (the "Class L Service Fee").

	(e)	Distribution Fee for Class L shares.  In addition to the 
Class L Service Fee, the Trust will pay Salomon Smith Barney 
a distribution fee under the Plan at the annual rate of [    
%] of the average daily net assets of the Fund attributable 
to the Class L shares sold and not redeemed (the "Class L 
Distribution Fee").

	(f)	Payment of Fees. The Service Fees and Distribution Fees will 
be calculated daily and paid monthly by the Trust with 
respect to the foregoing classes of the Fund's shares (each 
a "Class" and together, the "Classes") at the annual rates 
indicated above.

	Section 2.  Expenses Covered by the Plan.

	With respect to expenses incurred by each Class, its respective 
Service Fee and/or Distribution Fee may be used by Salomon Smith 
Barney for: (a) costs of printing and distributing the Trust's 
prospectuses, statements of additional information and reports to 
prospective investors in the Trust; (b) costs involved in preparing, 
printing and distributing sales literature pertaining to the Trust; 
(c) an allocation of overhead and other branch office distribution-
related expenses of Salomon Smith Barney; (d) payments made to, and 
expenses of, Salomon Smith Barney's financial consultants and other 
persons who provide support services to Trust shareholders in 
connection with the distribution of the Trust's shares, including but 
not limited to, office space and equipment, telephone facilities, 
answering routine inquires regarding the Trust and its operation, 
processing shareholder transactions, forwarding and collecting proxy 
material, changing dividend payment elections and providing any other 
shareholder services not otherwise provided by the Trust's transfer 
agent; and (e) accruals for interest on the amount of the foregoing 
expenses that exceed the Distribution Fee for that Class and, in the 
case of Class B and Class L shares, any contingent deferred sales 
charges received by Salomon Smith Barney; provided, however, that (i) 
the Distribution Fee for a particular Class may be used by Salomon 
Smith Barney only to cover expenses primarily intended to result in 
the sale of shares of that Class, including, without limitation, 
payments to the financial consultants of Salomon Smith Barney and 
other persons as compensation for the sale of the shares, and (ii) 
the Service Fees are intended to be used by Salomon Smith Barney 
primarily to pay its financial consultants for servicing shareholder 
accounts, including a continuing fee to each such financial 
consultant, which fee shall begin to accrue immediately after the 
sale of such shares.

	Section 3.  Approval by Shareholders.

The Plan will not take effect, and no fees will be payable in 
accordance with Section 1 of
the Plan, with respect to a Class until the Plan has been approved by 
a vote of at least a majority
of the outstanding voting securities of the Class.  The Plan will be 
deemed to have been approved
with respect to a Class so long as a majority of the outstanding 
voting securities of the Class votes for the approval of the Plan, 
notwithstanding that:  (a) the Plan has not been approved by a 
majority of the outstanding voting securities of any other Class, or 
(b) the Plan has not been
approved by a majority of the outstanding voting securities of the 
Trust.

	Section 4.   Approval by Trustees.

	Neither the Plan nor any related agreements will take effect until 
approved by a majority vote of both (a) the Board of Trustees and (b) 
those Trustees who are not interested persons of the Trust and who 
have no direct or indirect financial interest in the operation of the 
Plan or in any agreements related to it (the "Qualified Trustees"), 
cast in person at a meeting called for the purpose of voting on the 
Plan and the related agreements.

	Section 5.  Continuance of the Plan.

	The Plan will continue in effect with respect to each Class until 
[     , 1999] and thereafter for successive twelve-month periods with 
respect to each Class; provided, however, that such continuance is 
specifically approved at least annually by the Trustees of the Trust 
and by a majority of the Qualified Trustees.

	Section 6.  Termination.

	The Plan may be terminated at any time with respect to a Class (i) 
by the Trust without the payment of any penalty, by the vote of a 
majority of the outstanding voting securities of such Class or (ii) 
by a majority vote of the Qualified Trustees. The Plan may remain in 
effect with respect to a particular Class even if the Plan has been 
terminated in accordance with this Section 6 with respect to any 
other Class.



	Section 7.  Amendments.

	The Plan may not be amended with respect to any Class so as to 
increase materially the amounts of the fees described in Section 1 
above, unless the amendment is approved by a vote of holders of at 
least a majority of the outstanding voting securities of that Class. 
No material amendment to the Plan may be made unless approved by the 
Trust's Board of Trustees in the manner described in Section 4 above.

	Section 8.  Selection of Certain Trustees.

	While the Plan is in effect, the selection and nomination of the 
Trust's Trustees who are not interested persons of the Trust will be 
committed to the discretion of the Trustees then in office who are 
not interested persons of the Trust.

	Section 9.  Written Reports

	In each year during which the Plan remains in effect, any person 
authorized to direct the disposition of monies paid or payable by the 
Fund pursuant to the Plan or any related agreement will prepare and 
furnish to the Trust's Board of Trustees and the Board will review, 
at least quarterly, written reports complying with the requirements 
of the Rule, which set out the amounts expended under the Plan and 
the purposes for which those expenditures were made.

	Section 10.  Preservation of Materials.

	The Trust will preserve copies of the Plan, any agreement relating 
to the Plan and any report made pursuant to Section 9 above, for a 
period of not less than six years (the first two years in an easily 
accessible place) from the date of the Plan, agreement or report.

	Section 11.  Meanings of Certain Terms.

	As used in the Plan, the terms "interested person" and "majority 
of the outstanding voting securities" will be deemed to have the same 
meaning that those terms have under the rules and regulations under 
the 1940 Act, subject to any exemption that may be granted to the 
Trust under the 1940 Act, by the Securities and Exchange Commission.

	Section 12.  Limitation of Liability.  

	The obligations of the Trust under this Agreement shall not be 
binding upon any of the Trustees, shareholders, nominees, officers, 
employees or agents, whether past, present or future, of the Trust, 
individually, but are binding only upon the assets and property of 
the Trust, as provided in the Master Trust Agreement.  The execution 
of this Plan has been authorized by the Trustees and signed by an 
authorized officer of the Trust, acting as such, and neither such 
authorization by such Trustees nor such execution by such officer 
shall be deemed to have been made by any of them individually or to 
impose any liability on any of them personally, but shall bind only 
the trust property of the Trust as provided in its Master Trust 
Agreement.
 



	 IN WITNESS WHEREOF, the Fund has executed the Plan as of October 
8, 1998.

						
SMITH BARNEY MASSACHUSETTS 
MUNICIPALS FUND

						

						By: 
____________________________________
						     Heath B. McLendon					     
						     Chairman of the Board
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