SMITH BARNEY INVESTMENT TRUST
on behalf of the
SMITH BARNEY U.S. 5000 INDEX FUND

FORM OF ADMINISTRATION AGREEMENT

October 13, 1999


SSB Citi Fund Management LLC
388 Greenwich Street
New York, New York 10013

Dear Sirs:

	Smith Barney Investment Trust (the "Trust"), a
business trust organized under the laws of the
Commonwealth of Massachusetts, on behalf of its sub-
trust Smith Barney U.S. 5000 Index Fund (the "Fund"),
confirms its agreement with SSB Citi Fund Management
LLC ("SSB Citi") as follows:

	1.	Investment Description; Appointment

	The Fund desires to employ its capital by
investing and reinvesting in investments of the kind
and in accordance with the limitations specified in
the Trust's  Amended and Restated Master Trust
Agreement (the "Master Trust Agreement"), as amended
from time to time, in the Fund's Prospectus and
Statement of Additional Information as from time to
time in effect, and in such manner and to the extent
as may from time to time be approved by the Board of
Trustees of the Trust.  Copies of the Fund's
Prospectus, Statement of Additional Information and
the Master Trust Agreement have been submitted to SSB
Citi. The Trust desires to employ and hereby appoints
SSB Citi as its administrator.  SSB Citi accepts this
appointment and agrees to furnish services for the
compensation set forth below.

	2.	Services as Administrator

	Subject to the supervision and direction of the
Board of Trustees of the Trust, SSB Citi will (a)
assist in supervising all aspects of the Fund's
operations except those performed by other parties
pursuant to written agreements with the Fund; (b)
supply the Fund with office facilities (which may be
in SSB Citi's own offices), statistical and research
data, data processing services, clerical, accounting
and bookkeeping services, including but not limited
to, the calculation of (i) net asset value of shares
of the Fund and (ii) service fees, internal auditing
and legal services, internal executive and
administrative services, and stationary and office
supplies; and (c) prepare reports to the shareholders
of the Fund, tax returns and reports to and filings
with the Securities and Exchange Commission (the
"SEC") and state blue sky authorities.

	3.	Compensation

	In consideration of services rendered pursuant
to this Agreement, the Fund will pay SSB Citi on the
first business day of each month a fee for the
previous month at the annual rate of 0.15% of the
Fund's average daily net assets. The fee for the
period from the date the Fund's initial registration
statement is declared effective by the SEC to the end
of the month during which the initial registration
statement is declared effective shall be prorated
according to the proportion that such period bears to
the full monthly period.  Upon any termination of this
Agreement before the end of any month, the fee for
such part of the month shall be prorated according to
the proportion which such period bears to the full
monthly period and shall be payable upon the date of
termination of this Agreement.  For the purpose of
determining fees payable to SSB Citi, the value of the
Fund's net assets shall be computed at the times and
in the manner specified in the Prospectus and
Statement of Additional Information as from time to
time in effect.

	4.	Expenses

	SSB Citi will bear all expenses in connection
with the performance of its services under this
Agreement.  The Fund will bear certain other expenses
to be incurred in its operation, including: taxes,
interest, brokerage fees and commissions, if any; fees
of Trustees of the Trust who are not officers,
directors, or employees of SSB Citi; SEC fees and
state blue sky qualification fees; charges of
custodians and transfer and dividend disbursing
agents; certain insurance premiums; outside auditing
and legal expenses, costs of maintenance of corporate
existence; costs attributable to investor services,
including without limitation, telephone and personnel
expenses; costs of preparing and printing prospectuses
and statements of additional information for
regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and
meetings, and meetings of the officers or Board of
Trustees of the Trust; and any extraordinary expenses.
In addition, the Fund will pay all fees pursuant to a
Shareholder Services Plan adopted under Rule 12b-1 of
the Investment Company Act of 1940, as amended (the
"1940 Act").

	5.	Standard of Care

	SSB Citi shall exercise its best judgment in
rendering the services listed in paragraph 2 above.
SSB Citi shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund
in connection with the matters to which this Agreement
relates provided that nothing in this Agreement shall
be deemed to protect or purport to protect SSB Citi
against liability to the Fund or to its shareholders
to which SSB Citi would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or by
reason of SSB Citi's reckless disregard of its
obligations and duties under this Agreement.

	6.	Term of Agreement

	This Agreement shall continue automatically for
successive annual periods, provided such continuance
is specifically approved at least annually by the
Board.

	7.	Service to Other Companies or Accounts

	The Trust understands that SSB Citi now acts,
will continue to act and may act in the future as
administrator, investment manager, investment adviser
or subadviser to one or more other investment
companies, and the Trust has no objection to SSB Citi
so acting.  The Trust understands that the persons
employed by SSB Citi to assist in the performance of
SSB Citi's duties hereunder will not devote their full
time to such service and nothing contained herein
shall be deemed to limit or restrict the right of SSB
Citi or any affiliate of SSB Citi to engage in and
devote time and attention to other businesses or to
render services of whatever kind or nature.

8.	Indemnification

	The Fund agrees to indemnify SSB Citi and its
officers, directors, employees, affiliates,
controlling persons, agents (including persons to whom
responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or
cost of any kind (including reasonable attorney's
fees) resulting or arising in connection with this
Agreement or from the performance or failure to
perform any act hereunder, provided that no such
indemnification shall be available if the indemnitee
violated the standard of care in paragraph 5 above.
This indemnification shall be limited by the 1940 Act,
and relevant state law.  Each indemnitee shall be
entitled to advancement of its expenses in accordance
with the requirements of the 1940 Act and the rules,
regulations and interpretations thereof as in effect
from time to time.

	9.	Limitation of Liability

	The Trust and SSB Citi agree that the
obligations of the Fund 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 Fund,
as provided in the Master Trust Agreement.  The
execution and delivery of this Agreement have been
authorized by the Trustees and signed by an authorized
officer of the Fund, acting as such, and neither such
authorization by such Trustees nor such execution and
delivery 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 assets and property of the Fund as provided
in the Master Trust Agreement.

	If the foregoing is in accordance with your
understanding, kindly indicate your acceptance hereof
by signing and returning to us the enclosed copy
hereof.


					Very truly yours,

					Smith Barney Investment
Trust
   Smith Barney U.S.
5000 Index Fund


					By: /s/

					Title: Chairman of the
Board

Accepted:

SSB Citi Fund Management LLC


By: /s/
Title:


APPENDIX A


ADMINISTRATIVE SERVICES

Fund Accounting.  Fund accounting services involve
comprehensive accrual-based recordkeeping and
management information.  They include maintaining a
fund's books and records in accordance with the
Investment Company Act of 1940, as amended (the "1940
Act"), net asset value calculation, daily dividend
calculation, tax accounting and portfolio accounting.

	The designated fund accountants interact with
the Fund's custodian, transfer agent and investment
adviser daily.  As required, the responsibilities of
each fund accountant may include:

	- Cash Reconciliation - Reconcile prior
day's ending cash balance per custodian's
records and the accounting system to the
prior day's ending cash balance per fund
accounting's cash availability report;

	- Cash Availability - Combine all activity
affecting the Fund's cash account and
produce a net cash amount available for
investment;

	-	Formal Reconciliations - Reconcile system
generated reports to prior day's
calculations of interest, dividends,
amortization, accretion, distributions,
capital stock and net assets;

	-	Trade Processing - Upon receipt of
instructions from the investment adviser
review, record and transmit buys and sells
to the custodian;

	-	Journal Entries - Input entries to the
accounting system reflecting shareholder
activity and Fund expense accruals;

	-	Reconcile and Calculate N.O.A. (net other
assets) - Compile all activity affecting
asset and liability accounts other than
investment account;

 -	Calculate Net Income, Mil Rate and Yield
for Daily Distribution Funds - Calculate
income on purchase and sales, calculate
change in income due to variable rate
change, combine all daily income less
expenses to arrive at net income,
calculate mil rate and yields (1 day, 7
day and 30 day);

	-	Mini-Cycle (except for Money Market Funds)
- Review intra day trial balance and
reports, review trial balance N.O.A.;

	-	Holdings Reconciliation - Reconcile the
portfolio holdings per the system to
custodian records;

	-	Pricing - Determine N.A.V. for Fund using
market value of all securities and
currencies (plus N.O.A.), divided by the
shares outstanding, and investigate
securities with significant price changes
(over 5%);

	-	Money Market Fund Pricing - Monitor
valuation for compliance with Rule 2a-7;

	-	System Check-Back - Verify the change in
market value of securities which saw
trading activity per the system;

	-	Net Asset Value Reconciliation - Identify
the impact of current day's Fund activity
on a per share basis;

	-	Reporting of Price to NASDAQ - 5:30 P.M.
is the final deadline for Fund prices
being reported to the newspaper;

	-	Reporting of Price to Transfer Agent-
N.A.V.s are reported to transfer agent
upon total completion of above activities.

	In addition, fund accounting personnel:
communicate corporate actions of portfolio holdings to
portfolio managers; initiate notification to custodian
procedures on outstanding income receivables; provide
information to the Fund's treasurer for reports to
shareholders, SEC, Board members, tax authorities,
statistical and performance reporting companies and
the Fund's auditors; interface with the Fund's
auditors; prepare monthly reconciliation packages,
including expense pro forma; prepare amortization
schedules for premium and discount bonds based on the
effective yield method; prepare vault reconciliation
reports to indicate securities currently "out-for-
transfer;" and calculate daily expenses based on
expense ratios supplied by Fund's treasurer.

Financial Administration.  The financial
administration services made available to the Fund
fall within three main categories:  Financial
Reporting; Statistical Reporting; and Publications.
The following is a summary of the services made
available to the Fund by the Financial Administration
Division:

		Financial Reporting

		-	Coordinate the preparation and
review of the annual, semi-annual
and quarterly portfolio of
investments and financial statements
included in the Fund's shareholder
reports.

		Statistical Reporting

		-	Total return reporting;

		-	SEC 30-day yield reporting and 7-day
yield reporting (for money market
funds);

		-	Prepare dividend summary;

		-	Prepare quarter-end reports;

		-	Communicate statistical data to the
financial media (Donoghue, Lipper,
Morningstar, et al.)

		Publications

		-	Coordinate the printing and mailing
process with outside printers for
annual and semi-annual reports,
prospectuses, statements of
additional information, proxy
statements and special letters or
supplements;

		-	Provide graphics and design
assistance relating to the creation
of marketing materials and
shareholder reports.

Treasury.  The following is a summary of the treasury
services available to the
Fund:

		-	Provide a Treasurer and Assistant
Treasurer for the Fund;

		-	Determine expenses properly
chargeable to the Fund;

		-	Authorize payment of bills for
expenses of the Fund;

		-	Establish and monitor the rate of
expense accruals;

		-	Prepare financial materials for
review by the Fund's Board (e.g.,
Rule 2a-7, 10f-3, 17a-7 and 17e-1
reports, repurchase agreement dealer
lists, securities transactions);

		-	Recommend dividends to be voted by
the Fund's Board;

		-	Monitor mark-to-market comparisons
for money market funds;

		-	Recommend valuation to be used for
securities which are not readily
saleable;

		-	Function as a liaison with the
Fund's outside auditors and
arrange for audits;

		-	Provide accounting, financial and
tax support relating to portfolio
management and any contemplated
changes in the Fund's structure or
operations;

		-	Prepare and file forms with the
Internal Revenue Service

			*	Form 8613
			*	Form 1120-RIC
			*	Board Members' and
Shareholders' 1099s
			*	Mailings in connection with
Section 852 and related
regulations.

Legal and Regulatory Services.  The legal and
regulatory services made available to the Fund fall
within four main areas: SEC and Public Disclosure
Assistance; Corporate and Secretarial Services;
Compliance Services; and Blue Sky Registration.  The
following is a summary of the legal and regulatory
services available to the Fund:

		SEC and Public Disclosure Assistance

		-	File annual amendments to the Fund's
registration statements, including
updating the prospectus and
statement of additional information
where applicable;

		-	File annual and semi-annual
shareholder reports with the
appropriate regulatory agencies;

		-	Prepare and file proxy statements;

		-	Review marketing material for SEC
and NASD clearance;

		-	Provide legal assistance for
shareholder communications.

		Corporate and Secretarial Services

		-	Provide a Secretary and an Assistant
Secretary for the Fund;

		-	Maintain general corporate calendar;

		-	Prepare agenda and background
materials for Fund board meetings,
make presentations where
appropriate, prepare minutes and
follow-up matters raised at Board
meetings;

		-	Organize, attend and keep minutes of
shareholder meetings;

		-	Maintain Articles of Incorporation
and By-Laws of the Fund.

		Legal Consultation and Business Planning

		-	Provide general legal advice on
matters relating to portfolio
management, Fund operations and any
potential changes in the Fund's
investment policies, operations or
structure;

		-	Maintain continuing awareness of
significant emerging regulatory and
legislative developments which may
affect the Fund, update the Fund's
Board and the investment adviser on
those developments and provide
related planning assistance where
requested or appropriate;

		-	Develop or assist in developing
guidelines and procedures to improve
overall compliance by the Fund and
its various agents;

		-	Manage Fund litigation matters and
assume full responsibility for the
handling of routine Fund
examinations and investigations by
regulatory agencies.

		Compliance Services

		The Compliance Department is responsible
for preparing compliance manuals, conducting seminars
for fund accounting and advisory personnel and
performing on-going testing of the Fund's portfolio to
assist the Fund's investment adviser in complying with
prospectus guidelines and limitations, 1940 Act
requirements and Internal Revenue Code requirements.
The Department may also act as liaison to the SEC
during its routine examinations of the Fund.

		State Regulation

		The State Regulation Department operates
in a fully automated environment using blue sky
registration software developed by Price Waterhouse.
In addition to being responsible for filing the
initial and on-going notice filings for shares in each
state, the Department acts as liaison between the Fund
and state regulators, and monitors and reports on
shares sold and remaining shares available for sale.

Wed\1999\misc\administrationagreement- US 5000