SMITH BARNEY NATURAL RESOURCES FUND INC.
FORM OF AMENDED SHAREHOLDER
SERVICES AND DISTRIBUTION PLAN


	This 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 Natural Resources Fund Inc., a corporation organized under the 
laws of the State of Maryland (the "Fund") subject to the following 
terms and conditions:

	Section 1.  Annual Fee.

	(a)	Service Fee for Class A shares. The Fund will pay to Smith 
Barney Inc., a corporation organized under the laws of the 
State of Delaware (("Smith Barney"), a service fee under 
the Plan at an annual rate of 0.25% of the average daily net 
assets of the Fund attributable to the Class A shares sold 
by Smith Barney (the "Class A Service Fee").

	(b)	Service Fee for Class B shares. The Fund will pay to Smith 
Barney a service fee under the Plan at the annual rate of 
0.25% of the average daily net assets of the Fund 
attributable to the Class B shares sold by Smith Barney (the 
"Class B Service Fee").

	(c)	Distribution Fee for Class B shares. In addition to the 
Class B Service Fee, the Fund will pay Smith Barney a 
distribution fee under the Plan at the annual rate of 0.75% 
of the average daily net assets of the Fund attributable to 
the Class B shares sold by Smith Barney (the "Class B 
Distribution Fee").

	(d)	Service Fee for Class L shares.  The Fund will pay to Smith 
Barney a service fee under the plan at the annual rate of 
0.25% of the average daily net assets of the Fund 
attributable to the Class L shares sold by Smith Barney (the 
"Class L Service Fee").

	(e)	Distribution Fee for Class L shares.  In addition to the 
Class L Service Fee, the Fund   will pay Smith Barney a 
distribution fee under the plan at the annual rate of 0.75% 
of the average daily net assets of the Fund attributable to 
the Class L shares sold by Smith Barney (the "Class L 
Distribution Fee").

	(f)	Payment of Fees. The Service Fees and Distribution Fees will 
be calculated daily and paid monthly by the Fund 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 Smith Barney for: 
(a) costs of printing and distributing the Fund's prospectuses, 
statements of additional information and reports to prospective 
investors in the Fund; (b) costs involved in preparing, printing and 
distributing sales literature pertaining to the Fund; (c) an 
allocation of overhead and other branch office distribution-related 
expenses of Smith Barney; (d) payments made to, and expenses of, 
Smith Barney's financial consultants and other persons who provide 
support services to Fund shareholders in connection with the 
distribution of the Fund's shares, including but not limited to, 
office space and equipment, telephone facilities, answering routine 
inquires regarding the Fund 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 Fund'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 Smith Barney; provided, however, that the Distribution 
Fees may be used by Smith Barney only to cover expenses primarily 
intended to result in the sale of those shares, including, without 
limitation, payments to Smith Barney's financial consultants at the 
time of the sale of the shares. In addition, Service Fees are 
intended to be used by 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 Fund.

	Section 4.  Approval by Directors

	Neither the Plan nor any related agreements will take effect until 
approved by a majority vote of both (a) the Board of Directors and 
(b) those Directors who are not interested persons of the Fund 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 
July 15, 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 Directors of the Fund 
and by a majority of the Qualified Directors.

	Section 6.  Termination.

	The Plan may be terminated at any time with respect to a Class (i) 
by the Fund 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 Directors. 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 
Fund's Board of Directors in the manner described in Section 4 above.

	Section 8.  Selection of Certain Directors.

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

	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 Directors 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 Fund 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 
Fund under the 1940 Act, by the Securities and Exchange Commission.


	 IN WITNESS WHEREOF, the Fund has executed the Plan as of July 15, 
1998.


					SMITH BARNEY NATURAL RESOURCES FUND INC.
							


					By: ____________________________________
					     Heath B. McLendon
					     Chairman of the Board
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