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 Oregon
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 0.15% 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 0.15% 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 0.50% 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 0.15% 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 0.55% 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 October 8, 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 OREGON
MUNICIPALS FUND



						By:
____________________________________
						     Heath B. McLendon
						     Chairman of the Board
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