SMITH BARNEY INVESTMENT TRUST
                        AMENDMENT NO. 10
                               TO
      THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT

     AMENDMENT  NO.  10 to the First Amended and Restated  Master
Trust  Agreement dated as of February 28, 1998 (the  "Agreement")
of  Smith Barney Investment Trust (the "Trust"), made as  of  the
19th day of  November 2002.

                           WITNESSETH:

     WHEREAS,  Article VII, Section 7.3 of the Agreement provides
that  the Agreement may be amended at any time, so long  as  such
amendment does not adversely affect the rights of any shareholder
and  so  long  as  such  amendment is  not  in  contravention  of
applicable law, including the Investment Company Act of 1940,  as
amended, by an instrument in writing signed by an officer of  the
Trust pursuant to a vote of a majority of the Trustees; and

     WHEREAS,  the Trustees have the authority under Section  4.1
of  the  Agreement to issue shares in one or more Sub-Trusts  (as
defined  in the Agreement); to establish and designate such  Sub-
Trusts;  and  to  issue  classes of shares  (as  defined  in  the
Agreement) of any Sub-Trust or divide the shares of any Sub-Trust
into   classes,  each  class  having  such  different   dividend,
liquidation,  voting  and  other  rights  as  the  Trustees   may
determine, and to establish and designate the specific classes of
shares of each Sub-Trust; and

     WHEREAS,  on  November 19, 2002, a majority of the  Trustees
voted  to  authorize the establishment of a new Sub-Trust  to  be
designated  as the "Smith Barney Value Fund" which shall  consist
of  four classes of shares to be designated as Class A,  Class B,
Class L and Class Y; and

     WHEREAS,  the  undersigned has been duly authorized  by  the
Trustees  to  execute  and  file this Amendment  No.  10  to  the
Agreement; and

     NOW, THEREFORE, the Agreement is hereby amended as follows:

     1.    The first paragraph of Article IV, Section 4.2 of  the
Agreement is hereby amended to read in pertinent part as follows:

"Section 4.2 Establishment and Designation of Sub-Trusts. Without
limiting  the authority of the Trustees set forth in Section  4.1
to  establish  and designate any further Sub-Trusts and  classes,
the  Trustees  hereby establish and designate the following  Sub-
Trusts  and  classes thereof: Smith Barney Intermediate  Maturity
California  Municipals  Fund, Smith Barney Intermediate  Maturity
New  York  Municipals  Fund,  Smith Barney  Large  Capitalization
Growth  Fund, Smith Barney S&P 500 Index Fund, Smith  Barney  Mid
Cap  Core Fund and Smith Barney Value Fund, each of which, except
for  Smith Barney S&P 500 Index Fund, shall consist of one  class
designated  as  Class  A, and solely with respect  to  the  Smith
Barney  S&P  500 Index Fund, a class designated as  Smith  Barney
Shares,  and  solely  with respect to Smith  Barney  Intermediate
Maturity  California  Municipals Fund, Smith Barney  Intermediate
Maturity   New   York   Municipals  Fund,  Smith   Barney   Large
Capitalization Growth Fund, Smith Barney Mid Cap  Core  Fund  and
Smith  Barney Value Fund, additional classes designated as  Class
B,  Class  L and Class Y shares, and solely with respect  to  the
Smith  Barney  S&P  500 Index Fund, a class  designated  as  Citi
Shares,  and  solely with respect to Smith Barney  Mid  Cap  Core
Fund,  Smith  Barney Large Capitalization Growth Fund  and  Smith
Barney S&P 500 Index Fund an additional class designated as Class
Z  shares;  and solely with respect to the Smith Barney  Mid  Cap
Core Fund, an additional class designated as Class 1 shares,  and
solely   with  respect  to  Smith  Barney  Intermediate  Maturity
California Municipals Fund and Smith Barney Intermediate Maturity
New York Municipals Fund, an additional class designated as Class
O  shares. The Shares of such Sub-Trusts and classes thereof  and
any Shares of any further Sub-Trust or classes that may from time
to  time  be  established and designated by  the  Trustees  shall
(unless  the  Trustees otherwise determine with respect  to  some
further  Sub-Trust  or  class at the  time  of  establishing  and
designating  the  same) have the following  relative  rights  and
preferences:"

     The  undersigned  hereby certifies that  the  Amendment  set
forth  above  has  been  duly  adopted  in  accordance  with  the
provisions of the Agreement.

     IN WITNESS WHEREOF, the undersigned has hereto set his hands
as of the day and year first above written.



                                   SMITH BARNEY INVESTMENT TRUST



                                   By:  /s/
                                   Name:  Michael Kocur
                                   Title:   Assistant Secretary