FORM OF
SHAREHOLDER SERVICES PLAN
SMITH BARNEY INVESTMENT TRUST
on behalf of the
SMITH BARNEY U.S. 5000 INDEX FUND


	This Shareholder Services 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 Investment Trust, a business trust
organized under the laws of the Commonwealth of
Massachusetts (the "Trust") on behalf of its sub-trust
the Smith Barney U.S. 5000 Index Fund (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 New
York ("Salomon Smith Barney"), a service fee
under the Plan at an annual rate of 0.20% of the
average daily net assets of the Fund
attributable to the Class A (the "Class") shares
sold and not redeemed (the "Service Fee").

	(b)	Payment of Fees. The Service Fee will be
calculated daily and paid monthly by the Trust
with respect to the Fund's Class shares at the
annual rate indicated above.

	Section 2.  Expenses Covered by the Plan.

	With respect to expenses incurred, the Service Fee may
be used by Salomon Smith Barney for: (a) distributing
prospectuses and sales literature; (b) answering routine
shareholder inquiries regarding the Fund; (c) assisting
shareholders in changing dividend options, account
designations and addresses, and in enrolling into the
pre-authorized check plan, systematic withrawal plan or
any of several tax sheltered retirement plans offered in
connection with the purchase of shares; (d) assisting in
the establishment and maintenance of customer accounts
and records and in the processing of purchase and
redemption transactions; (e) investing dividends and
capital gains distributions automatically in shares; and
(f) providing such other services as the Fund or the
shareholder may reasonably request.

	Section 3.   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 4.  Continuance of the Plan.

	The Plan will continue in effect until October 13,
2000 and thereafter for successive twelve-month periods;
provided, such continuance is specifically approved at
least annually by the Trustees of the Trust and by a
majority of the Qualified Trustees.

	Section 5.  Termination.

	The Plan may be terminated at any time (i) by the
Trust without the payment of any penalty, by the vote of
a majority of the outstanding voting securities of the
Class or (ii) by a majority vote of the Qualified
Trustees.

	Section 6.  Amendments.

	The Plan may not be amended 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 the 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 3 above.

	Section 7.  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 8.  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 9.  Preservation of Materials.

	The Trust will preserve copies of the Plan, any
agreement relating to the Plan and any report made
pursuant to Section 8 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 10.  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 11.  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 13, 1999.

					SMITH BARNEY INVESTMENT TRUST
					On behalf of the Smith Barney
U.S. 5000 Index Fund


						By:
____________________________________
						     Heath B. McLendon
						     Chairman of the
Board

BOARDS\WED\1999\MISC\INDEX FUNDS 12B1 PLAN - US 5000