u:\osunkwo\govtelec.prx
VOTE THIS PROXY CARD TODAY
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS

(Please detach at Perforation Before Mailing)
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SMITH BARNEY MANAGED GOVERNMENTS FUND INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The  undersigned, holder of shares of Smith Barney Managed Governments Fund Inc.
(the "Fund"), hereby appoints Heath B. McLendon, Christina T. Sydor and Caren A.
Cunningham,  attorneys  and  proxies for the undersigned  with  full  powers  of
substitution and revocation, to represent the undersigned and to vote on  behalf
of  the  undersigned all shares of the Fund that the undersigned is entitled  to
vote  at  the  Special Meeting of Shareholders of the Fund to  be  held  at  the
offices  of  the Fund, 388 Greenwich Street, 22nd Floor, New York, New  York  on
December 5, 1995 at 4:00 p.m. and any adjournment or adjournments thereof.   The
undersigned  hereby  acknowledges receipt of the Notice of Special  Meeting  and
Proxy  Statement dated November 3, 1995 and hereby instructs said attorneys  and
proxies  to  vote  said  shares as indicated hereon.  In their  discretion,  the
proxies  are  authorized to vote upon such other business as may  properly  come
before the Special Meeting.  A majority of the proxies present and acting at the
Special Meeting in person or by substitute (or, if only one shall be so present,
then  that  one) shall have and may exercise all of the power and  authority  of
said  proxies  hereunder.  The undersigned hereby revokes any  proxy  previously
given.

NOTE:
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE

Note:  Please sign exactly as your name appears on this Proxy.
If joint owners, EITHER may sign this Proxy.  When signing as attorney,
executor,
administrator, trustee, guardian or corporate officer, please give your full
title.

Date:          _______________________________________

Signature(s):  _______________________________________

(Title(s),
if applicable):     _______________________________________
                                        
                                        
VOTE THIS PROXY CARD TODAY
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS

(Please Detach at Perforation Before Mailing)

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 ...................

Please indicate your vote by an "X" in the appropriate box below.  This proxy,
if properly executed, will be voted in the manner directed by the undersigned
shareholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE
PROPOSALS.

                                                  FOR all nominees listed [    ]
WITHHOLD AUTHORITY [    ]
                                                  (except as marked to
to vote for all nominees listed
                                                  the contrary below)

PROPOSAL 1: To elect ten (10) Directors of the Fund:
Herbert  Barg,  Alfred J. Bianchetti, Martin Brody, Dwight  B.  Crane,  Burt  N.
Dorsett,
Elliot S. Jaffe, Stephen E. Kaufman, Joseph J. McCann, Heath B. McLendon and
Cornelius C. Rose.

(INSTRUCTION: To withhold authority to vote for any individual, write his name
on the line provide below)

________________________________________________________________________

PROPOSAL 2: To ratify the selection of KPMG Peat Marwick LLP as       FOR [    ]
AGAINST [   ]  ABSTAIN [   ]
independent accountants for the Fund for the fiscal year ending July 31, 1996.