As filed with the Securities and Exchange Commission on April 28, 2004
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X] Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(3)(2))

[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-12

SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
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(Name of Registrant as Specified In Its Charter)

Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(a)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

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SMITH BARNEY MANAGED GOVERNMENTS FUND INC.

Your Vote is Important

Dear Shareholder:

The Board of Directors (the "Board") of Smith Barney Managed Governments
Fund Inc. (the "Fund") is asking you to consider and approve a proposal to
change the investment objective of the Fund. The Fund's current investment
objective is high current income consistent with liquidity and safety of
capital. The proposed new investment objective is maximum total return
consisting of capital appreciation and income, consistent with the preservation
of capital. If the proposal is approved, the Fund will invest at least 80% of
its assets in a portfolio of intermediate-term, investment grade fixed income
securities of U.S. issuers, and will invest up to 20% of its assets in
securities rated below investment grade and in non-U.S. dollar denominated debt,
of which the Fund will be able to invest up to 10% of its assets in emerging
market debt. If the proposal is approved, the Fund's name will be changed to
"Smith Barney Core Plus Bond Fund Inc." The Fund's current portfolio managers,
David Torchia and Roger Lavan, will continue to manage the Fund.

We are pleased to invite you to attend a special meeting of shareholders to
consider the approval of the proposal to change the Fund's investment objective
to maximum total return consisting of capital appreciation and income,
consistent with the preservation of capital.

THE BOARD BELIEVES THAT THE PROPOSAL IS IMPORTANT AND RECOMMENDS THAT YOU
READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR THE PROPOSAL.

Detailed information about the proposal may be found in the attached Proxy
Statement. You are entitled to vote at the meeting and any adjournments thereof
if you owned shares of the Fund at the close of business on April 28, 2004 If
you attend the meeting, you may vote your shares in person. If you do not expect
to attend the meeting, please complete, date, sign and return the enclosed proxy
in the enclosed postage paid envelope. We also encourage you to vote by
touch-tone telephone or through the Internet. Proxies may be voted by telephone
by calling [number] between the hours of __:00 a.m. and __:00 p.m. (Eastern
time) or through the Internet using the Internet address located on your proxy
card.

Voting by touch-tone telephone or through the Internet will reduce the time
and costs associated with the proxy solicitation. When the Fund records
proxies by telephone or through the Internet, it will use reasonable procedures
designed to (i) authenticate shareholders' identities, (ii) allow shareholders
to authorize the voting of their shares in accordance with their instructions
and (iii) confirm that their instructions have been properly recorded.

Whichever voting method you use, please read the full text of the proxy
statement before you vote.

If you have any questions regarding the proposal, please feel free to call
[the solicitor] at [number] [or your Smith Barney Financial Consultant or
Service Agent].

IT IS IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.

Respectfully,

[Name of Officer]

[Title of Officer]

May [12], 2004

SMITH BARNEY MANAGED GOVERNMENTS FUND INC.

Important News for Fund Shareholders

While we encourage you to read the full text of the enclosed Proxy
Statement, here is a brief overview of the proposal on which you are being asked
to vote.

Q & A: QUESTIONS AND ANSWERS

Q: WHY AM I RECEIVING THIS PROXY STATEMENT?

A: The purpose of the Proxy Statement is to seek shareholder approval of a
proposal to change the Fund's investment objective. The Fund's current
investment objective is high current income consistent with liquidity and safety
of capital. The proposed new investment objective is maximum total return
consisting of capital appreciation and income, consistent with the preservation
of capital. Shareholder approval is required to change the Fund's investment
objective.

Q: HOW WILL THIS CHANGE AFFECT THE WAY THE FUND IS MANAGED?

A: If the proposal is approved, the Fund will no longer invest at least 80% of
its assets in U.S. government securities, primarily mortgage-backed securities
of U.S. government issuers. Instead, it will invest at least 80% of its net
assets in intermediate-term (that is, securities with maturities between three
and ten years), investment grade fixed income securities of U.S. issuers,
including corporate securities and mortgage-backed securities of private issuers
as well as government securities. The Fund will also be able to invest up to 20%
of its net assets in high yield, high risk bonds (commonly known as "junk
bonds") and non-U.S. dollar denominated fixed income securities, with no more
than 10% of the Fund's net assets in emerging market debt securities.

If the proposal is approved, shareholders who wish to remain invested in a fund
that invests primarily in U.S. government securities may want to consider an
exchange at no sales load into another Smith Barney mutual fund that follows
such a strategy. Shareholders are urged to consult their Smith Barney Financial
Consultant or Service Agent for more information about alternatives. An exchange
into another fund would be a taxable event for shareholders who do not hold Fund
shares in a tax-advantaged account.

Q: WHAT ARE THE BENEFITS OF THE PROPOSED CHANGE?

A: The Fund's manager recommended, and the Board approved, the proposed change
in the Fund's investment objective in order to provide shareholders with the
potential for higher total returns and higher yields than the Fund provides
under its current investment objective. The manager informed the Board of its
belief that the proposed investment objective and investment strategies will be
more attractive to investors than the Fund's current investment policies and, as
a result, the Fund's assets are expected to increase if the manager receives
shareholder approval to implement the new investment objective. In order that
the future growth of the Fund will be consistent with the interests of existing
shareholders, the Board and the manager have agreed upon a reduction in the
Fund's management fees at higher asset levels. Shareholders are not being asked
to approve the reduction in the Fund's investment advisory and administration
fees because a reduction in the management fees can be adopted without
shareholder approval.

The Board took note of the fact that the manager offers other government
securities funds and reviewed information regarding their performance and
expense ratio in comparison to those of the Fund. The Board considered that over
time the Fund's assets have been declining, and the manager's belief that under
current and foreseeable market conditions the Fund's assets would continue to
decline if it maintained its current investment objective and policies. The
Board reviewed information presented by the manager regarding the performance of
institutional accounts managed by David A. Torchia, one of the Fund's portfolio
managers, that follow the investment policies proposed for the Fund under the
proposed investment objective. The Board acknowledged the increased risks
inherent in the Fund's proposed investment policies but also took note of the
strategies to be used in managing those risks. The Board reviewed the
anticipated changes to the Fund's investments if the new investment policies are
implemented and took note of the manager's statement that the portfolio
restructuring would not be likely to have an adverse tax impact on the Fund's
shareholders, due to the significant amount of capital loss carry-forwards that
are available to offset any gains realized on the sale of portfolio securities.

Q: HOW DO THE BOARD MEMBERS OF MY FUND RECOMMEND THAT I VOTE?

A: AFTER CAREFUL CONSIDERATION, THE BOARD OF DIRECTORS, INCLUDING THE
INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL
TO CHANGE THE FUND'S INVESTMENT OBJECTIVE.

Q: WHO DO I CALL FOR MORE INFORMATION?

A: Please call [name of solicitor], the Fund's proxy solicitor, at [number]
[or your Smith Barney Financial Consultant or Service Agent].

Q: HOW CAN I VOTE MY SHARES?

A: Please choose one of the following options to vote your shares:

. By mail, with the enclosed proxy card;

. By touch-tone telephone, with a toll-free call to the telephone number
that appears on your proxy card [or, if no toll-free telephone number
appears on your proxy card, to [name of solicitor], the Fund's proxy
solicitor, at [number]];

. Through the Internet, by using the Internet address located on your
proxy card and following the instructions on the site; or

. In person at the special meeting.

SMITH BARNEY MANAGED GOVERNMENTS FUND INC.

125 Broad Street
New York, New York 10004

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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To Be Held On June 28, 2004

------------------------------

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

Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of Smith Barney Managed Governments Fund Inc. (the "Fund")
will be held at Citigroup Center, 153 East 53/rd/ Street, 14/th/ Floor,
Conference Room, New York, New York 10022 on June 28, 2004, at [_______], local
time, for the following purposes:

(1) To approve a change in the Fund's investment objective; and

(2) To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.

This proposal is discussed in greater detail in the attached proxy
statement.

THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSAL.

Holders of record shares of the Fund at the close of business on April
28, 2004 are entitled to vote at the Special Meeting and at any adjournment(s)
thereof. As a convenience to shareholders, you can vote in any of four ways:

. By mail, with the enclosed proxy card(s);

. By telephone, with a toll-free call to the telephone number that
appears on your proxy card [or, if no toll-free telephone number
appears on your proxy card, to [name of solicitor], the Fund's proxy
solicitor, at [number]];

. Through the Internet, by using the Internet address located on your
proxy card and following the instructions on the site; or

. In person at the Special Meeting.

If you have any questions regarding the proposal, please feel free to
call [name of solicitor] at [number] [or your Smith Barney Financial Consultant
or Service Agent].

By order of the Board of Directors,

Robert I. Frenkel
Secretary

May [12], 2004

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD (UNLESS YOU ARE VOTING BY TOUCH-TONE TELEPHONE
OR THROUGH THE INTERNET) AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH
NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR
THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.

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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, Director

Fund Accounts

(1) ABC Fund ............................................................ Jane B. Doe, Director
(2) Jane B. Doe, Director u/t/d 12/28/78 ................................ Jane B. Doe, Director

Custodial 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.

125 Broad Street
New York, New York 10004

___________________

PROXY STATEMENT

___________________

FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 28, 2004

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Smith Barney Managed
Governments Fund Inc. (the "Fund") for use at the Special Meeting of
Shareholders to be held at Citigroup Center, 153 East 53/rd/ Street, 14/th/
Floor, Conference Room, New York, New York 10022 on June 28, 2004 at [_______],
local time, and at any and all adjournments thereof (the "Special Meeting" or
the "Meeting").

The Board is furnishing this Proxy Statement in connection with the
solicitation of proxies for the Special Meeting, at which shareholders will be
asked to consider and approve the proposal described below. This Proxy
Statement, the Notice of Special Meeting and the proxy card are first being
mailed to shareholders on or about May [12], 2004 or as soon as practicable
thereafter.

The close of business on April 28, 2004 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Meeting and all adjournments thereof.

The only proposal to be considered at the meeting is a proposed change
in the Fund's investment objective, which can be changed only by shareholder
vote. As discussed in further detail below, the Board has approved, and
recommends for approval by shareholders of the Fund, a proposal to change the
Fund's investment objective from the current objective of "high current income
consistent with liquidity and safety of capital" to the proposed objective of
"maximum total return consisting of capital appreciation and income, consistent
with the preservation of capital." If shareholders approve the proposal, the
Fund's primary investments will be changed to intermediate-term (that is, with
maturities from three to ten years), investment grade fixed income securities of
U.S. issuers, including corporate, mortgage-backed and government securities,
with investment to a limited extent in high yield, high risk fixed income
securities and non-U.S. dollar debt, including emerging market debt. The Fund's
name would be changed to "Smith Barney Core Plus Bond Fund Inc." and its
performance benchmark would be changed to the Lehman Brothers U.S. Aggregate
Bond Index. The Board has also approved a change to the Fund's total management
fees to provide for a reduction in the fees at higher asset levels.

Fund shareholders who want to continue to invest in a mutual fund that
invests primarily in U.S. government securities would be able to exchange their
shares of the Fund at no sales load into another Smith Barney mutual fund that
follows that investment strategy. Such an

exchange would be a taxable event, however, for shareholders who do not hold
Fund shares in a tax-advantaged account.

The cost of soliciting proxies and the expenses incurred in preparing
this Proxy Statement and its enclosure will be borne by Smith Barney Fund
Management LLC, the Fund's manager ("SBFM" or the "manager"). Solicitation costs
are expected to be approximately $40,000. In addition, the manager will
reimburse brokerage firms or other record holders for their expenses in
forwarding solicitation materials to beneficial owners of shares of the Fund.
Proxy solicitations will be made primarily by mail, but proxy solicitations also
may be made by telephone or personal interview conducted by officers and regular
employees of the manager, Citigroup Global Markets Inc. ("CGM"), an affiliate of
the manager, or [name of solicitor], which has been engaged by the manager to
assist in the proxy solicitation and tabulation of votes.

The Fund currently issues four classes of shares of common stock, par
value $0.001 per share ("Shares"), but for purposes of the matters to be
considered at the Meeting, all Shares will be voted as a single class. As of the
Record Date, the Fund had ___________ Shares of common stock outstanding. 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 the proposal. The presence in person
or by proxy of stockholders of the Fund entitled to cast at least a majority of
the votes entitled to be cast at the Meeting shall constitute a quorum at the
Special Meeting. Abstentions and broker "non-votes" (that is, 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 for purposes of
determining the presence of a quorum for transacting business at the Meeting.
Approval of the proposal requires the affirmative vote of the holders of a
"majority of the outstanding voting securities" of the Fund as defined in the
Investment Company Act of 1940 (the "1940 Act"), which means the lesser of (i)
67% or more of the voting securities of the Fund present or represented by proxy
at the Meeting, if the holders of more than 50% of the Fund's outstanding voting
securities are present or represented by proxy, or (ii) more than 50% of the
outstanding voting securities of the Fund. For purposes of the vote on the
proposal, abstentions and broker non-votes will have the effect of votes against
the proposal. 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.

If a quorum is not present at the Meeting, or if a quorum is present
but sufficient votes to approve the proposal are not received, the persons named
as proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies. In determining whether to adjourn the Meeting,
the following factors may be considered: the nature of the proposal that is 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 such adjournment will require the
affirmative vote of the holders of a majority of the Shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote in favor
of such adjournment those proxies which they are entitled to vote in favor of
the proposal and will vote against any such adjournment those proxies to be
voted against the proposal.

As of the Record Date, to the knowledge of the Fund, no single
shareholder or "group" (as that term is used in Section 13(d) of the Securities
Exchange Act of 1934) owned of record or beneficially 5% or more of the
outstanding Shares of the Fund [except as follows: name any 5% shareholders]. As
of the Record Date, the officers and Directors of the Fund as a group owned less
than 1% of the Fund's outstanding Shares. [need to confirm]

Shareholders may vote (1) by mail: simply enclose the executed proxy
card in the postage-paid envelope found within the proxy package; (2) by
Internet: access the website listed on the proxy card; you will need the control
number located on the proxy card; (3) by touch-tone telephone: dial the
toll-free number listed on the proxy card; you will need the control number
located on the proxy card; or (4) in person at the Special Meeting.

If the Fund records votes by touch-tone telephone or through the
Internet, it will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their Shares in
accordance with their instructions, and to confirm that their instructions have
been properly recorded. Proxies voted by telephone or through the Internet may
be revoked at any time before they are voted as described above.

The principal executive office of the Fund is located at 125 Broad
Street, New York, NY 10004. The manager is part of Citigroup Asset Management
("CAM"), a group of investment adviser affiliates of Citigroup, Inc.
("Citigroup").The manager's address is 399 Park Avenue, New York, New York
10022. The manager selects the Fund's investments and oversees its operations.
The manager and CGM are subsidiaries of Citigroup.

The Fund provides annual and semiannual reports to its shareholders
that provide additional information about the Fund's investments and discuss the
market conditions and investment strategies that significantly affected the
Fund's performance during its last fiscal year. You may receive an additional
copy of the most recent annual report of the Fund and a copy of any more recent
semiannual report, without charge, by calling the Fund at (800) 451-2010 or by
writing to the Fund at Smith Barney Managed Governments Fund Inc., 125 Broad
Street, New York, New York 10004.

PROPOSAL

CHANGE IN INVESTMENT OBJECTIVE

The Board has approved, and recommends that shareholders of the Fund
approve, a proposal to change the Fund's investment objective to "maximum total
return consisting of capital appreciation and income, consistent with the
preservation of capital." The Fund's current investment objective is a
fundamental policy that cannot be changed without shareholder approval. If the
proposal is approved, the new investment objective will also be a fundamental
policy that cannot be changed without shareholder approval. The Board approved
this proposal at a meeting held on April 14, 2004. For the reasons described
below, the Board believes that the proposed change is in the best interests of
shareholders.

Discussion

Existing Investment Objective and Policies. The Fund's current
investment objective is "high current income consistent with liquidity and
safety of capital." To achieve this objective, the Fund currently invests, under
normal market conditions, at least 80% of its net assets, plus any borrowings
for investment purposes, in debt obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities or other investments with similar
investment characteristics. The Fund invests primarily in mortgage-backed
securities issued or guaranteed by U.S. government agencies and
instrumentalities, such as the Government National Mortgage Association
("GNMA"), the Federal National Mortgage Association ("FNMA") and the Federal
Home Loan Mortgage Corporation ("FHLMC"). Mortgage-backed securities represent
the right to receive payments of principal and/or interest on a pool of
mortgages. The Fund may hold any type of money market securities or cash for
temporary defensive purposes.

The Fund may, but need not, use derivative contracts, such as options
on U.S. government securities, interest rate futures and options on interest
rate futures, to hedge against the economic impact of adverse changes in the
market value of portfolio securities because of changes in interest rates, as a
substitute for buying or selling securities, or as a cash flow management
technique. The Fund may invest up to 30% of its assets in mortgage dollar roll
transactions, which are transactions in which the Fund sells a mortgage-backed
security and simultaneously agrees to repurchase, at a future date, another
mortgage-backed security with the same interest rate and maturity date, but
backed by a different pool of mortgages. The Fund may also invest up to 33% of
its assets in reverse repurchase agreements, which are transactions in which the
Fund sells a security to another party, such as a bank or broker-dealer, in
return for cash and an agreement to repurchase the security at an agreed-upon
price and time. The Fund may engage in active and frequent trading, resulting in
high portfolio turnover and the realization and distribution of higher capital
gains and higher transaction costs.

Proposed New Investment Objective and Policies. The proposed new
investment objective is "maximum total return consisting of capital appreciation
and income, consistent with the preservation of capital." If shareholders
approve the new investment objective, the Fund will change its investment
policies so that at least 80% of its net assets, plus any borrowings for
investment purposes, will be invested in intermediate-term investment grade
fixed income

securities of U.S. issuers or other investments with similar economic
characteristics, including corporate, mortgage-backed and government securities.
Intermediate-term securities are those with maturities of between three and ten
years at the time of purchase. Investment grade securities are those fixed
income securities rated in the top four rating categories by a nationally
recognized statistical rating organization (a "NRSRO"), such as the Standard &
Poor's Division of The McGraw-Hill Companies, Inc. ("S&P") or Moody's Investors
Service, Inc. ("Moody's"), or, if unrated, determined by the manager to be of
comparable quality. Moody's considers securities rated Baa to have some
speculative characteristics.

The Fund will also be permitted to invest up to 20% of its net assets
in high yield, high risk securities rated below investment grade (commonly known
as "junk bonds") or, if unrated, determined by the manager to be of comparable
quality, and in fixed income securities denominated in currencies other than the
U.S. dollar, of which no more than 10% of the Fund's assets could be invested in
fixed income securities of emerging market issuers. Securities rated below
investment grade are predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation.
Investment in non-U.S. dollar denominated debt will expose the Fund to the risks
of investment in foreign securities, as discussed in greater detail below.
Investment in emerging market debt securities presents risks of greater
volatility of return and higher risk of default.

The mix of corporate, mortgage-backed and government securities in the
Fund's portfolio will be determined by the portfolio managers based on market
conditions; there are no limits on the percentage of the Fund's assets that may
be invested in any one of those asset classes.

The Fund will be permitted to invest in derivatives, such as options,
futures contracts, options on futures contracts, currency transactions and
swaps, to increase total return as well as for hedging purposes. The Fund will
be permitted to hold any type of money market securities or cash for temporary
defensive purposes.

If shareholders approve the proposal, it is anticipated that the new
investment objective and policies for the Fund will become effective on or about
July 9, 2004. While it is expected that the portfolio managers will sell
approximately 70% of the Fund's current portfolio securities to effect the new
investment policies, it is not anticipated that such sales will lead to capital
gain distributions to the Fund's shareholders as a result of the substantial
amount of capital loss carry-forwards that are available to offset such gains.

The change in the Fund's investment objective from a principal focus
on income to a focus on total return is intended to reflect the Fund's ability
to invest in a wider variety of fixed income securities that present different
and higher risks, as well as the potential for higher total return, than a
portfolio of U.S. government securities. See "Risk Factors" below. There is no
assurance that the Fund will achieve its investment objective.

Factors Considered by the Board. The manager recommended, and the
Board approved, the proposed change in the Fund's investment objective and
investment policies in order to provide shareholders with the potential for
higher total returns and higher yields than the Fund currently provides. The
Board considered the fact that the Smith Barney fund family

includes two other mutual funds that invest primarily in U.S. government
securities and reviewed information regarding the performance and expense ratio
of each such other fund in comparison to the Fund. The Board considered that
over time the Fund's assets have not grown or declined, and the manager's belief
that under current and foreseeable market conditions the Fund's assets would
continue to decline over time if it continued to invest principally in U.S.
government securities. The Board further considered that the Fund's current
co-portfolio manager, David A. Torchia, has managed institutional accounts
following the same investment policies that the Fund would adopt under the
proposed new investment objective, and reviewed the performance of those
accounts in comparison to the Lehman U.S. Aggregate Index since their inception
in July of 2000.

The Board took note of the manager's proposal to add a breakpoint in
the Fund's management fee schedule that would permit Fund shareholders to
benefit if the proposed investment objective and policies are successful in
providing greater total return and growth in assets (see "Discussion--Proposed
Breakpoint in Management Fees" below). The Board further considered that the
costs of obtaining shareholder approval for the changes in the Fund's investment
objective, including the costs of preparing, printing and mailing this Proxy
Statement and reasonable expenses of outside counsel, would be assumed by the
manager.

The Board reviewed information presented by the manager regarding the
anticipated changes to the Fund's portfolio as a result of the new investment
policies and took note of the manager's statement that the portfolio
restructuring would not be likely to have an adverse tax impact on the Fund's
shareholders, due to the significant amount of capital loss carry-forwards that
are available to offset any gains realized as a result of sales of portfolio
securities. Finally, the Board acknowledged the increased risks inherent in the
Fund's new investment policies, but took note of the strategies to be used in
managing those risks. See "Risk Factors" below.

After reviewing the above information provided by the manager, the
Board of Directors, including those Directors who are not "interested persons"
of the manager (the "Independent Directors"), unanimously approved the proposed
changes to the Fund's investment objective and policies and the Fund's name and
performance benchmark. The Independent Directors were advised by independent
legal counsel throughout this process.

Proposed Breakpoint in Management Fees. The Fund currently pays
management fees at the annual rate of 0.65% of its average daily net assets,
calculated daily and payable monthly, consisting of an advisory fee of 0.45% of
average daily net assets and an administration fee of 0.20% of the Fund's
average daily net assets. In connection with the proposed changes in the Fund's
investment objective and policies, the manager advised the Board that it would
amend the Fund's management fee schedule to provide that the Fund would pay an
aggregate annual fee for advisory and administration services of 0.60% of the
Fund's average daily net assets in excess of $500 million, calculated daily and
payable monthly, consisting of a 0.42% advisory fee and a 0.18% administration
fee. As of [_______], 2004 the Fund had net assets of $[_____] million, so the
Fund's assets would have to grow by $[________] before the breakpoint would
become effective. The change in the management fee schedule would permit Fund
shareholders to benefit from potentially reduced expenses if the new investment
objective and policies are successful in providing higher total returns and
growth in assets.

Additional Changes as a Result of the Proposal. If shareholders
approve the proposed investment objective, the Fund's name will be changed to
Smith Barney Core Plus Bond Fund Inc. and the Fund's benchmark will be changed
from the Lehman Brothers Government Bond Index to the Lehman Brothers U.S.
Aggregate Bond Index, which is considered a more appropriate index in light of
the anticipated composition of the Fund's portfolio of securities. The Lehman
Brothers U.S. Aggregate Bond Index is composed of the Lehman Brothers
Government/Corporate Bond Index and the Lehman Brothers Mortgage-Backed
Securities Index. The U.S. Aggregate Bond Index includes U.S. Treasury and
agency issues, corporate bond issues and mortgage-backed securities rated
investment-grade or higher by Moody's, S&P or Fitch Ratings.

Risk Factors

Shareholders of the Fund should be aware that the proposed changes in
the Fund's investment objective and policies would mean that the Fund would be
subject to different and greater risks than under its current objective and
policies. Since the Fund currently invests principally in mortgage-backed U.S.
government securities, the Fund's principal risks are the following:

. the risk that U.S. government-sponsored enterprises that are not
backed by the full faith and credit of the U.S. government will be
unable to make payments of principal and/or interest on their
obligations;

. the risk that the value of the Fund's fixed income securities will
decline if interest rates increase;

. the risk that as rates decline, the issuers of mortgage-backed
securities pay principal earlier than scheduled, forcing the Fund to
reinvest the proceeds in lower yielding securities; and

. the risk that as rates increase, the issuers of mortgage-backed
securities pay principal on a slower schedule than anticipated,
thereby locking in below-market rates and reducing the securities'
value.

Under the Fund's proposed investment objective, the Fund would
continue to be subject to these risks, but its exposure to credit risk would be
increased. The Fund would be able to invest in corporate debt, which presents
higher credit risks than government securities, and to a limited extent in "junk
bonds" and emerging market debt, which are considered to be speculative and have
a higher risk of default than investment grade securities.

The Fund's proposed investment objective and policies would also
expose it to the risks of investment in foreign securities, which include:

. the risk that fluctuations in the value of foreign currencies against
the U.S. dollar may erase investment gains or add to investment
losses;

. the risk that less information is available about foreign issuers than
about domestic issuers because of less rigorous accounting and
regulatory standards in foreign countries than in the U.S.;

. the risks of political and economic instability and adverse changes to
U.S. or foreign tax or currency laws; and

. the risk that foreign securities may be less liquid than U.S.
securities.

Foreign securities also present valuation risks. They may trade on
days when U.S. markets are closed and the value of those securities could change
on days when Fund shareholders could not purchase or redeem Shares. The Fund
would use the last market price or quotation on the market where the security is
principally traded to value the security and perform its currency conversions at
the close of the London Stock Exchange. However, there may be times when the
value of a foreign security or currency is believed to have been materially
affected by events occurring after the close of the foreign market or the London
Stock Exchange. In such event, the security or its currency conversion would be
valued at its "fair value" as determined in good faith by the Fund's Board of
Directors, generally upon recommendations provided by the manager. If the Fund
used fair value to value a security, its price for the security could be higher
or lower than that of another fund that used market quotations or its own fair
value methodology to price the security.

Under the proposed investment objective, the Fund will remain subject
to the risk that the manager's judgments about interest rates or the
attractiveness, value or income or growth potential of a particular security
will prove to be incorrect.

The manager intends to use several strategies to try to manage these
risks. First, the Fund would invest principally in securities with remaining
maturities between three and ten years, which tend to have lesser fluctuations
in value in response to interest rate changes than securities with longer
maturities. Second, the manager intends to diversify the Fund's investments in
high yield debt over various industries and employ a strict sell discipline.
Third, the manager intends to base its selection of foreign securities on a
top-down fundamental economic analysis combined with quantitative analytic
tools, and for emerging market debt, to base its selection of countries based on
fundamentals and its selection of sectors and individual securities on
quantitative analysis. Of course, there can be no assurance that these
strategies will succeed.

Portfolio Managers

David A. Torchia and Roger Lavan would continue to serve as the Fund's
portfolio managers if the proposal is approved by shareholders.

Required Vote

As noted above, approval of the proposal requires the affirmative vote
of a "majority of the outstanding voting securities" of the Fund, as defined in
the 1940 Act.

If shareholders do not approve the proposal, the manager would continue to
manage the Fund according to its current investment objective and policies, but
would reconsider the long-term viability of the Fund.

THE BOARD OF DIRECTORS OF THE FUND, INCLUDING THE INDEPENDENT
DIRECTORS,RECOMMENDS THAT YOU VOTE "FOR" THE CHANGE IN
INVESTMENT OBJECTIVE.

ADDITIONAL INFORMATION

Proposals of Shareholders

The Fund does not hold regular shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a shareholder meeting
subsequent to the Special Meeting, if any, should send their written proposals
to the Secretary of the Fund at the address set forth on the cover of this Proxy
Statement. The deadline is a reasonable time before the Fund begins to print and
mail its proxy materials. The timely submission of a proposal does not guarantee
its inclusion.

For business to be properly brought before a subsequent meeting of
shareholders by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Fund. To be timely, any such notice
must be delivered to or mailed and received at the principal executive offices
of the Fund no later than sixty days prior to the date of the meeting; provided,
however, that if less than seventy days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, any such notice by a
shareholder to be timely must be received not later than the close of business
on the tenth day following the day on which notice of the date of the annual or
special meeting was given or such public disclosure was made. Any such notice by
a shareholder shall set forth as to each matter the shareholder proposes to
bring before the annual or special meeting, (i) a brief description of the
business desired to be brought before the annual or special meeting and the
reasons for conducting such business at the annual or special meeting, (ii) the
name and address, as they appear on the Fund's books, of the shareholder
proposing such business, (iii) the class and number of Shares of the Fund which
are beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business. The timely submission of a notice does not
guarantee that it will be acted upon at the meeting because the matter must be a
proper subject for action at the meeting.

Shareholders' Request for Special Meeting

The Board will call a meeting for any purpose upon written request of
shareholders holding at least 10% of the Fund's outstanding Shares and the Fund
will assist shareholders in calling such a meeting as required by the 1940 Act.

Other Matters To Come Before the Special Meeting

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

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE THEREFORE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE
PRE-PAID ENVELOPE (UNLESS YOU ARE VOTING BY TOUCH-TONE TELEPHONE OR THROUGH THE
INTERNET).

By order of the Board of Directors,

Robert I. Frenkel
Secretary

Dated: May [12], 2004

Exhibit A

FORM OF PROXY CARD

VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF

ADDITIONAL MAILINGS

. Please fold and detach card at perforation before mailing .

SMITH BARNEY MANAGED GOVERNMENTS FUND INC.

MEETING: June 28, 2004 AT [_____] PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of the Smith Barney Managed
Governments Fund Inc. (the "Fund") hereby appoints R. Jay Gerken, Andrew B.
Shoup, Richard Peteka, Robert I. Frenkel, Thomas C. Mandia and Michael Kocur
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 Citigroup
Center, 153 East 53rd Street, 14th Floor, New York, New York 10048 on June 28,
2004 at [______], and any adjournment or adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Special Meeting and Proxy Statement
dated May [12], 2004 and hereby instructs said attorneys and proxies to vote
said shares as indicated herein. 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.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE

Date:_____________________________, 2004

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.

___________________________________

___________________________________
Signature(s) Title(s), if applicable

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. Please fold and detach card at perforation before mailing .

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
APPROVAL OF THE PROPOSAL.

FOR AGAINST ABSTAIN
1. To approve a change in the Fund's investment [_] [_] [_]
objective.

2. To transact any other business which may properly
come before the Meeting or any adjournment thereof.

NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE.

C-2