SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 5, 1995

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To the Shareholders of Smith Barney Managed Governments Fund Inc.:

Notice is hereby given that a Special Meeting of Shareholders of Smith
Barney Managed Governments Fund Inc. (the "Fund") will be held at 388 Greenwich
Street, 22nd Floor, New York, New York on December 5, 1995 commencing at 4:00
p.m., for the following purposes:

1. To elect ten (10) Directors of the Fund (Proposal 1);

2. To ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund for the year ending July 31, 1996 (Proposal
2); and

3. To transact such other business as may properly come before the
Special Meeting or any adjournments thereof.

The Proposals are discussed in greater detail in the attached Proxy
Statement. The close of business on October 18, 1995 has been fixed as the
record date for the determination of shareholders entitled to notice of and to
vote at the Special Meeting and any adjournments thereof.

By Order of the Board of Directors,

Christina T. Sydor
November 3, 1995 Secretary

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SHAREHOLDERS OF THE FUND WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXY CARDS ARE SET FORTH ON THE
FOLLOWING PAGE. IT IS IMPORTANT THAT PROXIES ARE RETURNED PROMPTLY.
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INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the proxy card.

3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:

Registration Valid Signature
- ------------ ---------------

Corporate Accounts
(1) ABC Corp. ................................... ABC Corp.
(2) ABC Corp. ................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer ....................... John Doe
(4) ABC Corp. Profit Sharing Plan ............... John Doe, Trustee

Trust Accounts
(1) ABC Trust ................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 ................................ Jane B. Doe

Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ................. John B. Smith
(2) Estate of John B. Smith ..................... John B. Smith, Jr., Executor

SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 5, 1995

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PROXY STATEMENT

This Proxy Statement is being solicited by the Board of Directors (the
"Board") of Smith Barney Managed Governments Fund Inc. (the "Fund") for use at a
special meeting of shareholders (the "Meeting") to be held on December 5, 1995,
or any adjournment or adjournments thereof. The Meeting will be held at 388
Greenwich Street, 22nd Floor, New York, New York at the time specified in the
Notice of Special Meeting of Shareholders and proxy card that accompany this
Proxy Statement. Proxy solicitations will be made primarily by mail, but proxy
solicitations also may be made by telephone, telegraph or personal interviews
conducted by officers and employees of: the Fund; Smith Barney Inc. ("Smith
Barney"), the distributor of shares of the Fund; Smith Barney Mutual Funds
Management Inc. ("SBMFM"), the investment adviser and administrator for the
Fund; and/or The Shareholder Services Group, Inc. ("TSSG"), a subsidiary of
First Data Corporation and the transfer agent of the Fund. (The offices of the
Fund, Smith Barney and SBMFM are located at 388 Greenwich Street, New York, New
York 10013. TSSG is based in Boston, Massachusetts.) The costs of the proxy
solicitation and expenses incurred in connection with the preparation of this
Proxy Statement and its enclosures will be paid by the Fund. A copy of the
Fund's current Annual and Semi-Annual Reports are available upon request and
without charge by writing to the Fund at the address set forth above or by
calling toll-free 1-800-224-7523.

The Fund currently issues four classes of shares of common stock
("Shares"), but for purposes of the matters to be considered at the Meeting, all
Shares will be voted as a single class. Each Share is entitled to one vote, and
any fractional Share is entitled to a fractional vote. If the enclosed proxy is
properly executed and returned in time to be voted at the Meeting, the Shares
represented thereby will be voted in accordance with the instructions marked
thereon. Unless instructions to the contrary are marked on the proxy, it will be
voted FOR matters listed in the accompanying Notice of Special Meeting of
Shareholders. Any shareholder who has given a proxy has the right to revoke it
at any time prior to its exercise either by attending the Meeting and voting his
or her Shares in person or by submitting a letter of revocation or a later-dated
proxy to the Fund at the above address prior to the date of the Meeting. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote Shares on a particular matter

with respect to which the brokers or nominees do not have discretionary power)
will be treated as Shares that are present but which have not been voted. For
this reason, abstentions and broker "non-votes" will have the effect of a "no"
vote for purposes of obtaining the requisite approval of a proposal.

In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. In determining whether to
adjourn the Meeting, the following factors may be considered: the nature of the
proposals that are the subject of the Meeting, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those Shares represented at the Meeting in person or by
proxy. A shareholder vote may be taken on a proposal prior to any adjournment if
sufficient votes have been received for approval of that proposal. Under the
Fund's By-Laws, a quorum is constituted by the presence in person or by proxy of
the holders of a majority of the outstanding Shares of the Fund entitled to vote
at the Meeting.

The Board has fixed the close of business on October 18, 1995 as the record
date (the "Record Date") for the determination of shareholders of the Fund
entitled to notice of and to vote at the Meeting. On the Record Date,
51,133,810.953 Shares of the Fund were outstanding.

As of the Record Date, to the knowledge of the Fund and the Board, no
single shareholder or "group" (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934)
beneficially owned more than 5% of the outstanding Shares of the Fund.

As of the Record Date, the officers and Board members of the Fund
beneficially owned less than 1% of the Shares.

As of the Record Date, to the knowledge of the Fund, no shares of Smith
Barney or its ultimate parent corporation, Travelers Group Inc. ("Travelers"),
were held by Board members who are not "interested persons" of the Fund (as that
term is used in the Investment Company Act of 1940, as amended (the "1940 Act"))
("Independent Board Members").

In order that your Shares may be represented at the Meeting, you are
requested to:

-- indicate your instructions on the enclosed proxy card;

-- date and sign the proxy card;

-- mail the proxy card promptly in the enclosed envelope, which requires
no postage if mailed in the United States; and

-- allow sufficient time for the proxy card to be received on or before
10:00 a.m., December 5, 1995.

As a corporation formed under the laws of the State of Maryland, the Fund
is not required to hold annual shareholder meetings but may hold special
meetings as required or deemed desirable. This special meeting is required under
the 1940 Act in order to elect six new members to the Board in addition to
reelecting the four current Board Members.

PROPOSAL 1: ELECTION OF DIRECTORS

The first Proposal to be considered at the Meeting is the election of ten
(10) Directors of the Fund.

Each of the nominees currently serves as a director or trustee of other
investment companies for which Smith Barney serves as principal underwriter or
SBMFM serves as investment adviser and/or administrator. Each nominee has
consented to serve as a Director of the Fund if elected at the Meeting. If a
designated nominee declines or otherwise becomes unavailable for election,
however, the proxy confers discretionary power on the persons named therein to
vote in favor of a substitute nominee or nominees.

If elected, the Directors will hold office without limit in time except
that a Director may resign at any time, may qualify for emeritus status and/or
may be removed at any meeting of shareholders called for that purpose by a
majority of the votes entitled to be cast for the election of Directors. In case
a vacancy shall exist for any reason, the remaining Directors may fill the
vacancy by appointing another Director. If at any time less than a majority of
the Directors holding office have been elected by shareholders, the Directors
then in office will call a shareholders' meeting for the purpose of electing
Directors.

Set forth below is a list of the nominees for election to the Fund's Board
of Directors, together with certain other information:

Number of Shares and
Name, Age, Principal Occupation and % Beneficially
Other Directorships** During The Past Served as a Owned*** as of
Five Years Director Since October 18, 1995
- ------------------------------------- -------------- -------------------

Herbert Barg (72) -- None
Private Investor.

*Alfred J. Bianchetti (72) -- None
Retired; formerly Senior Consultant
to Dean Witter Reynolds, Inc.

Martin Brody (74) -- None
Vice Chairman of the Board of
Restaurant Associates Industries,
Corp. and a Director of Jaclyn, Inc.

Dwight B. Crane (57) -- None
Professor, Graduate School of
Business Administration, Harvard
University and a Director of Peer
Review Analysis, Inc.

Burt N. Dorsett (64) 1984 None
Managing Partner of Dorsett McCabe
Management, Inc., an investment
counseling firm and a Director of
Research Corporation Technologies
Inc., a non-profit patent-clearing
and licensing firm.

Elliot S. Jaffe (69) 1988 None
Chairman of the Board and President
of The Dress Barn, Inc.

Stephen E. Kaufman (63) -- None
Attorney

Joseph J. McCann (65) -- None

Financial Consultant; formerly Vice
President of Ryan Homes, Inc.

*Heath B. McLendon (62) 1984 1,819.467 Class A
Managing Director of Smith Barney, (0.0045%)
Chairman of Smith Barney Strategy
Advisers Inc. and President of SBMFM;
prior to July 1993, Senior Executive
Vice President of Shearson Lehman
Brothers Inc. ("Shearson Lehman
Brothers"), Vice Chairman of Asset
Management Division of Shearson Lehman
Brothers, a Director of PanAgora Asset
Management, Inc. and PanAgora Asset
Management Limited.

Cornelius C. Rose, Jr. (61) 1984 720.329 Class A
President of Cornelius C. Rose (0.0018%)
Associates, Inc., financial
consultants and Director of
Performance Learning Systems, an
educational consultant.

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* "Interested person" of the Fund, as defined in the 1940 Act, by virtue of
his position, or a relative's position, as an officer or director of the
Fund's investment adviser, distributor or one of their affiliates.

** Directorships, general partnerships or trusteeships of companies that are
required to report to the Securities and Exchange Commission ("SEC") other
than registered investment companies.

*** For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934.

No officer, director or employee of Smith Barney or of any parent or
subsidiary of Smith Barney receives any compensation from the Fund for serving
as an officer or Director of the Fund. The Fund pays each Director who is not an
officer, director or employee of Smith Barney or any of its affiliates $4,000
per annum plus $100 per telephonic board meeting and $500 per in-person meeting
attended and each Director who elects emeritus status after January 1, 1995 and
who is not an officer, director or employee of Smith Barney or any of its

affiliates $2,000 per annum plus $50 per telephonic board meeting and $250 per
in-person meeting attended. The Fund reimburses each Director for travel and
out-of-pocket expenses to attend in-person meetings. The Fund held five Board
Meetings during the fiscal year ended July 31, 1995, four of which were regular
meetings. The aggregate remuneration paid to Directors by the Fund for the
fiscal year ended July 31, 1995 amounted to $31,400 (including reimbursement for
travel and out-of-pocket expenses).

Upon election, the annual compensation described above will be paid to the
nominees. The table below shows the compensation of the incumbent Directors
received during the Fund's last fiscal year.

COMPENSATION TABLE

Number
Total of Funds
Compensation for Which
from Fund Director
Aggregate and Fund Serves
Name of Person, Compensation Complex Paid Within Fund
Position from Fund to Directors Complex
- ----------------------- ------------ -------------- -----------
Heath B. McLendon,
Chairman of the
Board $ 0 $ 0 42

Burt N. Dorsett,
Director 10,800 42,650 12

Elliot S. Jaffe,
Director 10,300 42,150 12

Cornelius C. Rose, Jr.,
Director 10,300 42,150 12

The Board of Directors has an Audit Committee consisting of the Independent
Board Members of the Fund. The Audit Committee reviews the scope and results of
the Fund's annual audit with the Fund's independent certified public accountants
and recommends the engagement of such accountants. The Audit Committee met twice
during the fiscal year ended July 31, 1995. The Fund does not have a formal
nominating committee; however, when necessary the Audit Committee performs the
functions of a nominating committee. Each incumbent Director attended at least
75% of the meetings of the Board and committees of which he is a member that
were held in the last fiscal year.

The names of the principal officers of the Fund, with the exception of Mr.
McLendon, are listed in the table below together with certain additional
information. Mr. McLendon was first elected Chairman of the Board and Investment
Officer in 1984. Each officer of the Fund holds such office until a successor
has been elected by the Board of Directors.

Name, Age and Principal Occupation Office
During the Past Five Years (Year First Elected)
- --------------------------------------------------- -------------------

Jessica M. Bibliowicz (35) President
Executive Vice President of Smith Barney; prior to (1995)
1994, Director of Sales and Marketing for
Prudential Mutual Funds; prior to 1990, First Vice
President, Asset Management Division of Shearson
Lehman Brothers.

James E. Conroy (43) First Vice President
Investment Officer of SBMFM; prior to July 1995, and Investment
Managing Director of Shearson Lehman Advisors. Officer
(1990)

Christina T. Sydor (44) Secretary
Managing Director of Smith Barney; General Counsel (1994)
and Secretary of SBMFM.

Lewis E. Daidone (38) Senior
Managing Director of Smith Barney; Chief Financial Vice President
Officer of the Smith Barney Mutual Funds; Director and Treasurer
and Senior Vice President of SBMFM. (1994)

REQUIRED VOTE

Election of the listed nominees for Directors of the Fund requires the
affirmative vote of a majority vote of the shares represented in person or by
proxy at the Meeting and entitled to vote.

THE DIRECTORS, INCLUDING ALL OF THE INDEPENDENT BOARD MEMBERS, RECOMMEND THAT
SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS

The second Proposal to be considered at the Meeting is the ratification of
the selection of KPMG Peat Marwick LLP ("KPMG Peat Marwick") as the independent
public accountants for the Fund for the fiscal year ending July 31, 1996.

Coopers & Lybrand L.L.P. ("Coopers & Lybrand") served as the Fund's
independent accountants for the fiscal year ended July 31, 1994. On October 20,
1994, based upon the recommendation of the Audit Committee of the Fund's Board
of Directors, and in accordance with Section 32 of the 1940 Act, and the rules
thereunder, the Board voted to appoint KPMG Peat Marwick as the Fund's
independent accountants for the fiscal year ending July 31, 1996.

During the Fund's two most recent fiscal years, Coopers & Lybrand's reports
on the Fund's financial statements contained no adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles. During the same period, there were no disagreements with
Coopers & Lybrand on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Coopers & Lybrand, would have caused it to
make reference to the subject matter of the disagreement in connection with its
report. During this period, there have been no "reportable events" as such term
is described in Item 304(a)(1)(v) of Regulation S-K with respect to Coopers &
Lybrand.

During the Fund's two most recent fiscal years, the Fund has not consulted
with KPMG Peat Marwick on items which (i) concerned the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Fund's financial
statements or (ii) concerned the subject matter of a disagreement or reportable
event with Coopers & Lybrand.

The Fund has requested Coopers & Lybrand to furnish it with a letter
addressed to the SEC stating whether Coopers & Lybrand agrees with the
statements contained in the paragraphs above. If the Fund receives a written
request from any shareholder at least five days prior to the Meeting stating
that the shareholder will be present in person at the Meeting and desires to ask
questions of Coopers & Lybrand and KPMG Peat Marwick, the Fund will arrange to
have representatives of each present at the Meeting to respond to appropriate
questions.

REQUIRED VOTE

Ratification of the selection of KPMG Peat Marwick as independent
accountants for the Fund must be approved by a vote of a "majority of the
outstanding voting securities" of the Fund which, as defined in the 1940 Act,
means the lesser of (a) 67% of the Fund's shares present at a meeting of its
shareholders if the owners of more than 50% of the shares of the Fund then
outstanding are present in person or by proxy or (b) more than 50% of the Fund's
outstanding shares.

THE DIRECTORS OF THE FUND, INCLUDING ALL OF THE INDEPENDENT BOARD MEMBERS,
RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF KPMG
PEAT MARWICK.

SUBMISSION OF SHAREHOLDER PROPOSALS

The Fund is not generally required to hold annual or special shareholders'
meetings. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholders' meeting should send their written
proposals to the Secretary of the Fund at the address set forth on the cover of
this proxy statement. Shareholder proposals for inclusion in the Fund's proxy

statement for any subsequent meeting must be received by the Fund a reasonable
period of time prior to any such meeting.

SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

Shareholders holding at least 10% of the Fund's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting of
shareholders for the purpose of voting on the removal of any Board member of the
Fund. Meetings of shareholders for any other purpose also shall be called by the
Board members when requested in writing by shareholders holding at least 10% of
the Shares then outstanding or, if the Board members shall fail to call or give
notice of any meeting of shareholders for a period of 30 days after such
application, shareholders holding at least 10% of the Shares then outstanding
may call and give notice of such meeting.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board does not intend to present any other business at the Meeting, nor
is it aware that any shareholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named in the
accompanying proxy card will vote thereon in accordance with their judgment.

November 3, 1995

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.