GREENWICH STREET MUNICIPAL FUNDProxy 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:

[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Managed Municipal Portfolio Inc.
(Name of Registrant as Specified in its Charter)

Michael Kocur
Name of Person Filing Proxy Statement

Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

(4) Proposed maximum aggregate value of transaction:

[ ] 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:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

MANAGED MUNICIPALS PORTFOLIO INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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

TO BE HELD ON SEPTEMBER 13, 1995
------------------------10, 1997

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

To the Shareholders of Greenwich Street Municipal FundManaged Municipals Portfolio Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of Greenwich
Street Municipal FundManaged
Municipals Portfolio Inc. (the "Fund""Portfolio") will be held at the offices of Smith
Barney, 388 Greenwich Street, 22nd Floor, New York, New York at 11:9:00 a.m. on
September 13, 199510, 1997 for the following purposes:

1. To elect six (6)two (2) Class I Directors of the FundPortfolio (PROPOSAL 1);

2. To ratify the selection of KPMG Peat Marwick LLP as the independent
accountantsauditors of the FundPortfolio for the current fiscal year of the Fundending May 31, 1998
(PROPOSAL 2);

3. To consider and vote upon such other matters as may come before said
meeting or any adjournment thereof.

The close of business on July 17, 199516, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting and any adjournment thereof.

By Order of the Board of Directors

Christina T. Sydor
August 20, 1997 Secretary

August 9, 1995- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.PORTFOLIO.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD 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.
- --------------------------------------------------------------------------------

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 FundPortfolio 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 athe name shown in the registration.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. .................................Corp......................................... ABC Corp.
(2) ABC Corp. .................................Corp......................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer ...................Treasurer......................... John Doe
(4) ABC Corp. Profit Sharing Plan .............Plan.................... John Doe, Trustee

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

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

GREENWICH STREET MUNICIPAL FUNDMANAGED MUNICIPALS PORTFOLIO INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
------------------------1-800-451-2010
-------------------------
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 13, 1995

------------------------10, 1997
-------------------------
PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Greenwich Street Municipal FundManaged Municipals Portfolio
Inc. (the "Fund""Portfolio") for use at the Annual Meeting of Shareholders (the
"Meeting") of the FundPortfolio to be held on September 13, 1995,10, 1997, at the Portfolio's
executive offices of Smith Barney,at 388 Greenwich Street, 22nd Floor, New York, New York and at
any adjournments thereof (the "Meeting").thereof. A Notice of Meeting of Shareholders and a proxy card
accompany this Proxy Statement. Proxy solicitations will be made primarily by
mail, but proxy solicitations also may be made by telephone, telegraph, or
personal interview conducted by officers of the FundPortfolio and officers and
regular employees of Smith Barney Mutual Funds Management Inc. ("SBMFM"), the
Fund'sPortfolio's investment adviser and administrator, Smith Barney Inc. ("Smith
Barney"), the Portfolio's distributor and The ShareholderFirst Data Investor Services Group,
Inc., a subsidiary of ("First Data Corporation ("TSSG"Data"), the Fund'sPortfolio's transfer agent. The cost of solicitations
and the expense incurred in connection with preparing the Proxy Statement and
its enclosures will be paid by the Fund.Portfolio. The FundPortfolio will also reimburse
brokerage firms and others for their expenses in forwarding solicitation
materials to the beneficial owners of shares. The Annual Report of the
Portfolio, including audited financial statements for the fiscal year ended May
31, 1997, has previously been furnished to all shareholders. This Proxy
Statement is first being mailed to shareholdershareholders on or about August 9, 1995.20, 1997. The
Portfolio will provide additional copies of the annual report to any shareholder
upon request by calling the Portfolio at 1-800-451-2010.

If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares of the capital stock of the FundPortfolio ("Shares")
represented thereby will be voted in accordance with the instructions marked
thereon. Unless instructions to the contrary are marked thereon, a proxy will be
voted FOR the matters listed in the accompanying Notice of Annual Meeting of
Shareholders. For purposes of determining the presence of a quorum for
transacting business at the 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 Sharesshares on a particular matter with respect to which the brokerbrokers or nominees
do not have discretionary power) will be treated as Sharesshares that are present but
which have not been voted. For this reason,Approval of Proposal 1 requires the affirmative vote
of a plurality of the votes cast at the Meeting with a quorum present. Approval
of Proposal 2 requires the affirmative vote of a majority of the votes cast at
the Meeting with a quorum present. Because abstensions and broker non-votes are
not treated as shares voted, abstentions and broker "non-votes"
willnon-votes would have no
impact on such Proposals. Any shareholder who has given a proxy has the effectright 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 "no" vote for purposeslater-dated proxy to the Portfolio at the above
address prior to the date of obtaining the requisite
approval of each proposal.Meeting.

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 any of the proposals

are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitations 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 the Shares
represented at the Meeting in person or by proxy. A shareholder vote may be
taken on one of the proposals in this Proxy Statement prior to such adjournment
if sufficient votes have been received and it is otherwise appropriate. Under
the Fund'sPortfolio'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 entitled to vote at
the Meeting.

The close of business on July 17, 199516, 1997 has been fixed as thefor record date (the
"Record Date") of the determination of shareholders entitled to notice of and to
vote at the Meeting and all adjournments thereof.

The FundPortfolio has one class of share common stock which has a par value of $.01
per share (the "Common Stock").Share. On July 17, 1995,16, 1997, there were 19,558,334 shares
of the Common Stock34,564,283.004 Shares outstanding. Each
shareholder is entitled to one vote for each Share held and a proportionate
fraction of a vote for any fractional Share held.

As of the Record Date, to the knowledge of the FundPortfolio and its Board, no
single shareholder or "group" (as that term is used in Section 13(d) of the
Securities and Exchange Act of 1934 (the "Exchange Act")), except set forth
below, beneficially owned
more than 5% of the outstanding Shares of the Fund.Portfolio. As of the Record Date,
Cede & Co., a nominee partnership of the Depository Trust Company, held
19,029,36833,523,695.000 Shares, or 99%96.98% of the Fund'sPortfolio's Shares. Of the Shares held
by Cede and Co., Smith Barney held of record 17,947,01127,245,208 Shares, or 89%78.82% of the
Fund'sPortfolio's Shares, for which it has discretionary and non-discretionary
authority. As of the Record Date, the officers and Board Members of the
FundPortfolio as a group beneficially owned less than 1% of the Shares of the
Fund.Portfolio.

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

In order that a shareholder's Shares may be represented at the Meeting,
shareholders are required to allow sufficient time for their proxies to be
received on or before 9:00 a.m. on September 13, 1995.

Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at the Meeting in person or by proxy by the shareholders of the Fund
voting on the matter. Proposal 2 requires for approval the affirmative vote of a
plurality of the votes cast at the Meeting in person or by proxy by the
shareholders of the Fund voting on the matter.9, 1997.

PROPOSAL 1:
ELECTIONTO ELECT TWO (2) CLASS I DIRECTORS OF DIRECTORSTHE PORTFOLIO

The first proposal to be consideredBoard of Directors of the Portfolio is divided into three classes. The
Directors serving in Class I have terms expiring at the Annual Meeting; each
Class IDirector currently serving on the Board has been nominated by the Board
of Directors for reelection at the Meeting isto serve for a term of three years
(until the election of six
(6) Directors of the Fund.

Under the terms of the Fund's Charter, the holders of Common Stock, are to
elect six Directors of the Fund. Charles Barber, Robert A. Frankel, Martin
Brody, Dwight B. Crane, Heath B. McLendonannual meeting in 2000) or until their successors have been duly
elected and Allen J. Bloostein have previously
served as Directors.qualified.

Each nominee has consented to serve as a Director 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.

SetCertain information concerning the nominees is set forth belowbelow. All the
individuals listed are the namescurrently directors of the nominees for re-election to the Fund's
BoardPortfolio.

Number (and
Percentage) of
Directors, together with certain other information:

Number Of The
Fund's CommonPortfolio's Shares
Name, Age, Principal Occupation and Served as Stock Beneficially
Other Business Experience During the a Director Owned As Of
Past Five Years Since ClassClass+ July 17, 199516, 1997*
- ------------------------------------ --------------- -----------------

Charles Barber (76) 1994 Common
Consultant; formerly Chairman of the
Board, ASARCO Incorporated---------- -------- --------------
PERSONS NOMINATED FOR ELECTION AS
DIRECTORS

Allan J. Bloostein, (64)age 68 1994 Common
Consultant, formerlyI 105.6481
President of Allan J. Bloostein (less than 1%)
Associates, a consulting firm;
Retired Vice Chairman of
the Boardand Director
of May Department Stores
Company;Stores; Director
of Crystals Brands,CVS Corporation and Taubman
Centers Inc. Melville Corp., R.G. Barry Corp.
and Hechinger Co.

Martin Brody, (72) 1994 Commonage 76 1992 I 138.4942
Consultant, HMK Associates; Retired (less than 1%)
Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; Director of Jaclyn, Inc.

an
apparel manufacturerDIRECTORS CONTINUING IN OFFICE

Dwight B. Crane, (56) 1994 Common 450age 59 1992 III 517.2
Professor, Harvard Business School Soldiers Field Road
Boston, MA 02163(less than 1%)

Robert A. Frankel, (68)age 70 1994 Common 200
102 Grand Street
Croton-on-Hudson, New York
10520II 233.83
Managing Partner of Robert A. (less than 1%)
Frankel Management Consultants;
formerly Corporate Vice President of
The Readers Digest Association Inc.

William R. Hutchinson, age 54 1995 II none
Vice President - Financial
Operations AMOCO Corporation;
Director of Associated Bank and
Associated Banc-Corp.

Number Of The
Fund's Common(and
Percentage) of
Portfolio's Shares
Name, Age, Principal Occupation and Served as Stock Beneficially
Other Business Experience During the a Director Owned As Of
Past Five Years Since ClassClass+ July 17, 199516, 1997*
- ------------------------------------ --------------- --------------------------- -------- --------------

Heath B. McLendon* (62) 1994 Common 527
388 Greenwich Street, 22nd Floor
New York, New York 10013McLendon,** age 64
Managing Director of Smith Barney 1994 II 727.6376(a)
Inc., Chairman of Smith Barney (less than 1%)
Strategy Advisers Inc. and President
SBMFM;and Director of SBMFM and Travelers
Investment Adviser, Inc. ("TIA");
prior to July 1993, Senior Executive
Vice President of Shearson Lehman
Brothers Inc., Vice Chairman of
Asset Management
Division of Shearson Lehman Brothers
Inc., Director of PanAgora Asset Management, Inc. and PanAgora Asset
Management LimitedManagement.

- ----------
* Interested person+ Number (I,II,III) indicates whether the director is in Class I, II or III.
Class I directors will be elected to serve for a three-year term as of the
Fund as defined inMeeting. Class II directors will continue to serve until the Investment Company Act of
1940, as amended (the "1940 Act").

**1998 annual
meeting. Class III directors will continue to serve until the 1999 annual
meeting.

* For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934 (the( the "Exchange Act"). This information
as to beneficial ownership is based upon information furnished to the
FundPortfolio by Directors.

** Interested person of the Portfolio as defined in the 1940 Act.

(a) Represents shares owned by members of this director's family.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Fund'sPortfolio's officers and
directors and persons who beneficially own more than ten percent of the
Fund'sPortfolio's Common Stock, to file reports of ownership with the Securities and
Exchange Commission, the New York Stock Exchange, Inc. and the Fund.Portfolio. Based
solely upon its review of the copies of such forms received by it and
representations from certain such persons, the FundPortfolio believes that during
its fiscal year ended May 31, 1995,1997, all filing requirements applicable to such
persons were complied with.

The Portfolio has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Portfolio has an
audit committee composed of directors who are not interested persons of the
Portfolio (the "Independent Directors") which is charged with recommending a
firm of independent auditors to the Portfolio and reviewing the accounting
matters with the auditors.

During the Portfolio's last fiscal year four in-person meetings of the
Board of Directors of the Portfolio were held, all of which were regular
meetings. No director attended less than 75% of these meetings of the Board that
were held in the last fiscal year.

Only the Independent Directors receive remuneration from the Portfolio for
acting as a Director. Aggregate fees (including reimbursement for travel and
out-of-

pocket expenses) of $45,532 were paid to such Directors by the Portfolio
during the fiscal year ended May 31, 1997. Fees for Independent Directors are
set at $5,000 per annum plus $500 per in-person Board meeting and $100 per
telephone conference call. Officers of the Fund are compensated by Smith Barney.

The following table shows the compensation paid by the Fund to each
Director, during the Fund's last fiscal year:

Total
Pension or Number of
Retirement Total Funds for
Aggregate Benefits Accrued Compensation Which Director
Compensation as part of from Fund and Serves within
Name of Person from Fund Fund Expenses Fund Complex Fund Complex
- -------------------------------------------------------------------------------
Charles F. Barber #$ $7,000 $0 $ 38,700 6
Martin Brody 6,500 0 124,286 19
Dwight B.Crane 7,200 0 140,375 22
Allan J. Bloostein 7,000 0 83,150 8
Robert A.Frankel 7,000 0 66,100 8
William R. Hutchinson 7,000 0 38,600 6
Heath B. McLendon* 0 0 0 41

- ----------
* Designates an "interested director".

# Pursuant to the Portfolio's deferred compensation plan, Mr. Barber elected
effective January 2, 1996, to defer the payment of all the compensation due
to him from the Portfolio.

$ Upon attainment of age 80 Portfolio Directors are required to change to
emeritus status. Directors Emeritus are entitled to serve in emeritus
status for a maximum of 10 years during which time they are paid 50% of the
annual retainer fee and meeting fees otherwise applicable to Portfolio
Directors, together with reasonable out-of-pocket expenses for each meeting
attended. Effective February 26, 1997, Mr. Barber became a Director
Emeritus.

The names of the principal officers of the Fund, with the exception of Mr.
McLendonPortfolio are listed in the
table below together with certain additional information. Mr. McLendon was elected Chairman of the Board in 1994. Each of the officers
of the FundPortfolio will hold such office until a successor is voted upon by the
Board of Directors.

Principal Occupations and
Position other Affiliations During
Name and Age (Year First Elected) the Past Five Years
- ------------- -------------------- -----------------------------

Jessica M. Bibliowicz, President (1995)--------------------------
Heath B. McLendon, Chief Executive Officer (See Table of Directors,
age 64 and Chairman of the Board above)
(1992)

Lewis E. Daidone, Senior Vice President; Managing Director of
age 40 and Treasurer (1994) Smith Barney Inc.; Chief
Financial Officer,
Director and Senior Vice
President of age 35 Smith Barney Inc.; prior to
1994, Director of SalesSBMFM and
Marketing for Prudential
Mutual Portfolios; prior to
1991, First Vice President,
Asset Management Division of
Shearson Lehman Brothers Inc.TIA.

Joseph P. Deane, Vice President and Managing Director of
SBMFM;
age 3949 Investment Officer (1993) SBMFM; prior to July
1993, Managing (1994) Director
of Shearson Lehman
Advisors.

Lewis E. Daidone, Senior Vice President Chief Financial Officer,
age 37 Managing Director Director and Senior Vice
of Smith Barney President of SBMFM.
Inc.; and Treasurer
(1994)

Christina T. Sydor, Secretary (1994) Managing Director of
Smith
age 4446 Smith Barney Inc.;
General Counsel and
Secretary of SBMFM.SBMFM and
TIA.

The principal business address of Ms. Bibliowicz,Mr. McLendon, Mr. Deane, Mr. Daidone and
Ms. Sydor is 388 Greenwich Street, New York, New York 10013.

NoneThe election of the
executive officers of the Fund owns any shares of the Fund.

No officer, director or employee of the Fund's investment adviser or
administrator receives any compensation from the Fund for serving as an officer
or director of the Fund. The Fund pays each Director who is not a director,
officer or employee of the Fund's investment adviser or administrator a fee of
$5,000 per year plus $500 per regular meeting. The Fund also reimburses each
Director actual out of pocket expenses relating to attendance at meeting. The
aggregate remuneration and expenses paid by the Fund to such Directors during
the fiscal year ended May 31, 1995 amounted to $39,500.

Number of
Portfolios for
Total which Director
Total Compensation Serves Within
Compensation from Portfolio Portfolio
Name of Person from Fund Complex Complex
-------------- ------------ -------------- --------------

Charles Barber $8,000 $ 40,500 6
Martin Brody $8,000 $111,675 20
Dwight Crane $7,500 $125,975 24
Allan Bloostein $8,000 $ 79,000 10
Robert Frankel $8,000 $ 75,850 8
Heath B. McLendon -- -- 41

During the fiscal year ended May 31, 1995 the Directors of the Fund met 5
times. Each Director attended at least 75% of the meetings held during the
period they were in office. The Fund's Audit Committee is comprised of those
Directors who are not "interested persons" of the Fund as defined in the 1940
Act. The Audit Committee is responsible for recommending the selection of the
Fund's independent accountants and reviewing all audit as well as non-audit
accounting services performed for the Fund. During the fiscal year ended May 31,
1995 the Audit Committee met three times. All of the Audit Committee members
attended the meetings.

Election of the listed nominees for Director will require the affirmative
vote of the holders of a majorityplurality of the shares of the Common Stock.votes cast.

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

PROPOSAL 2: TO RATIFYRATIFICATION OF THE SELECTION OF KMPGKPMG PEAT MARWICK LLP AS THE
INDEPENDENT ACCOUNTANTSAUDITORS FOR THE FUNDPORTFOLIO FOR THE CURRENT FISCAL YEAR ENDING
MAY 31, 1998

The second proposal to be considered at the Meetingmeeting is the ratification of
the selection of KMPGKPMG Peat Marwick LLP ("Peat Marwick"KPMG") as the independent public accountantsauditors for the FundPortfolio for
the fiscal year ending May 31, 1996.

Coopers & Lybrand L.L.P. ("Coopers & Lybrand") served as the Fund's
independent public accountants for the fiscal year ended May 31, 1995.1998.

On May
24, 1995,August 20, 1997, based upon the recommendation of the Audit Committee of
the Fund'sPortfolio's Board of Directors, and in accordance with Section 32 of the
1940 Act, and the rules thereunder, the Board voted to appoint Peat MarwickKPMG as the
Fund'sPortfolio's independent accountantsauditors for the fiscal year ending May 31, 1996.

During the Fund's two most recent fiscal years ended May 31, 19941998. KPMG
also serves as independent auditor for Smith Barney, other invest companies
associated with Smith Barney and 1995,
Coopers & Lybrand's report on the Fund'sfor Travelers. KPMG has no direct or material
indirect financial statements contained no
adverse opinion or disclaimer or 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 statements 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 ended May 31, 1994 and 1995,
the Fund has not consulted with Peat Marwick on items which (i) concerned the
application of accounting principals 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 Securities and Exchange Commission stating whether Coopers &
Lybrand agrees with the statements containedinterest in the paragraphs above.Portfolio, Travelers or any other investment
company sponsored by Smith Barney or its affiliates.

If the FundPortfolio receives a written request from any shareholderShareholder at least
five (5) days prior to the Meeting stating that the shareholderShareholder will be present in
person at the Meeting and desires to ask questions of Coopers & Lybrand and Peat Marwick,
the Fundauditors concerning
the Portfolio's financial statements, the Portfolio will arrange to have
representatives of eachKPMG present at the Meeting towho will respond to appropriate
questions.

REQUIRED VOTE

Ratificationquestions and have an opportunity to make a statement.

The affirmative vote of a majority of shares present and voting at the
Meeting is required to ratify the selection of Peat MarwickKPMG as independent accountants
requires the affirmative vote of the majority of the votes cast at the Meeting
in person or by proxy.auditors.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-INTERESTED"INDEPENDENT DIRECTORS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE SELECTION OF INDEPENDENT
ACCOUNTANTS.AUDITORS.

OTHER MATTERS TO COME BEFORE THE MEETING

The Directors do not intend to present any other business at the Meeting,
nor are they aware that any shareholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named as proxies in
the accompanying form of proxy will vote thereon in accordance with their
judgment.

SHAREHOLDER'SSHAREHOLDERS' REQUEST FOR SPECIAL MEETING

Shareholders entitled to cast at least 25% of all votes entitled to be cast
at a meeting may require the calling of a meeting of shareholders for the
purpose of voting on the removal of any Director of the Fund.Portfolio. Meetings of
shareholders for any other purpose also shall be called by the Chairman of the
Board, the President or the Secretary of the FundPortfolio when requested in writing
by shareholders entitled to cast at least 25% of all votes entitled to be cast
at the Meeting.

SUBMISSION OF SHAREHOLDERSSHAREHOLDERS' PROPOSALS

All proposals by shareholders of the FundPortfolio which are intended to be
presented at the Fund'sPortfolio's next Annual Meeting of Shareholders to be held in
19961998 must be received by the FundPortfolio for consideration for inclusion in the
Fund'sPortfolio's proxy statement and proxy relating to that meeting no later than
April 10, 1996.July 16, 1998.

August 9, 1995

---------------------20, 1997

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

x Please mark
votes as in
this example

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 ELECTION OF NOMINEES AND PROPOSAL 2. Please refer to the Proxy
Statement for a discussion of the Proposals.

1. ELECTION OF DIRECTORS
Nominees: Allan J. Bloostein and Martin * FOR * WITHHELD
Brody

________________________________
For all nominees except as noted above

2. To ratify the selection of KPMG FOR * AGAINST * ABSTAIN *
Peat Marwick LLP as the independent
auditors of the Portfolio for the fiscal year
ending May 31, 1998.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT

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.

Signature: ______________________________ Date ___________________________
Signature: ______________________________ Date ___________________________

MANAGED MUNICIPAL PORTFOLIO INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of Managed Municipal Portfolio
Inc. (the "Portfolio"), a Maryland corporation, hereby appoints
Heath B. McLendon and Christina T. Sydor as 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 Common Stock of the Portfolio which the undersigned is entitled to
vote at the
Annual Meeting of Shareholders of the Portfolio (the "Meeting") to be held
at the offices of the Fund, 388 Greenwich Street, 22nd Floor, New York,
New York on September 10, 1997 at 9:00 a.m., and any adjournment or
adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement dated August 20, 1997 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 Meeting. A majority of the proxies
present and acting at the 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.

CONTINUED AND TO BE SIGNED
ON REVERSE SIDE

SEE REVERSE SIDE