N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-3097

Smith Barney Core Plus Bond Fund Inc.

(Exact name of registrant as specified in charter)

125 Broad Street, New York, NY 10004

(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.

C/o Citigroup Asset Management

300 First Stamford Place, 4^th. floor

Stamford, CT 06902

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 451-2010

Date of fiscal year end: July 31

Date of reporting period: July 31, 2005

ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.

EXPERIENCE

ANNUAL REPORT

JULY 31, 2005

Smith Barney

Core Plus Bond Fund Inc.

Classic Series

INVESTMENT PRODUCTS: NOT FDIC INSURED Ÿ NO BANK GUARANTEE Ÿ MAY LOSE VALUE

Smith Barney

Core Plus Bond Fund Inc.

CLASSIC SERIES

What’s

Inside

Letter from the Chairman	1
Manager Overview	4
Fund at a Glance	10
Fund Expenses	11
Fund Performance	13
Historical Performance	14
Schedule of Investments	15
Statement of Assets and Liabilities	33
Statement of Operations	34
Statements of Changes in Net Assets	35
Financial Highlights	36
Notes to Financial Statements	40
Report of Independent Registered Public Accounting Firm	51
Additional Shareholder Information	52
Board Approval of Management Agreement	53
Additional Information	58
Important Tax Information	62

Letter from the Chairman

R. JAY GERKEN, CFA

Chairman, President and Chief

Executive Officer

Dear Shareholder,

The U.S. economy continued to expand during the one-year reporting period. Rising interest rates, record high oil prices, and geopolitical issues threatened to send the economy into a “soft patch.” However, when all was said and done, first quarter 2005 gross domestic product (“GDP”)ⁱ growth was 3.8% and the preliminary estimate for second quarter GDP growth was 3.4%, another solid advance. This marked nine consecutive quarters in which GDP grew 3.0% or more.

With the economy growing at a brisk pace, the Federal Reserve Board (“Fed”)ⁱⁱ continued to raise interest rates over the period in an attempt to ward off inflation. After raising interest rates on June 30, 2004, the Fed raised its target for the federal funds rateⁱⁱⁱ in 0.25% increments eight additional times. All told, the Fed’s rate hikes brought the target for the federal funds rate from 1.00% to 3.25%. After the Fund’s reporting period had ended, at its August meeting, the Fed again raised the federal funds rate by 0.25% to 3.50%.

During the fiscal year, the fixed income market confounded many investors as short-term interest rates rose in concert with the Fed rate tightening, while longer-term rates, surprisingly, declined. When the period began, the federal funds target rate was 1.25% and the yield on the 10-year Treasury was 4.48%. When the reporting period ended, the federal funds rate rose to 3.25% and the 10-year yield fell to 4.28%. Declining long-term rates, mixed economic data, and periodic flights to quality all supported bond prices. Looking at the one-year period as a whole, the overall bond market, as measured by the Lehman Brothers Aggregate Bond Index^iv returned 4.79%.

Please read on for a more detailed look at prevailing economic and market conditions during the Fund’s fiscal year and to learn how those conditions have affected Fund performance.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         1

Special Shareholder Notice

On June 24, 2005, Citigroup Inc. (“Citigroup”) announced that it has signed a definitive agreement under which Citigroup will sell substantially all of its worldwide asset management business to Legg Mason, Inc. (“Legg Mason”).

As part of this transaction, Smith Barney Fund Management LLC (the “Adviser”), currently an indirect wholly owned subsidiary of Citigroup, would become an indirect wholly owned subsidiary of Legg Mason. The Adviser is the investment adviser to the Fund.

The transaction is subject to certain regulatory approvals, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Citigroup expects the transaction to be completed later this year.

Under the Investment Company Act of 1940, consummation of the transaction will result in the automatic termination of the investment advisory contract between the Fund and the Adviser. Therefore the Fund’s Board of Directors has approved a new investment management contract between the Fund and the Adviser to become effective upon the closing of the sale to Legg Mason. The new investment advisory contract has been presented to shareholders for their approval.

Information About Your Fund

As you may be aware, several issues in the mutual fund industry have recently come under the scrutiny of federal and state regulators. The Fund’s Adviser and some of its affiliates have received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Fund’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund has been informed that the Adviser and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations.

2         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Important information concerning the Fund and its Adviser with regard to recent regulatory developments is contained in the “Additional Information” note in the Notes to Financial Statements included in this report.

As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you continue to meet your financial goals.

Sincerely,

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

August 26, 2005

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         3

Manager Overview

ROGER M. LAVAN, CFA (left)
Portfolio Manager DAVID TORCHIA (center)
Portfolio Manager DAVID SCOTT (right)
Portfolio Manager

Special Shareholder Notice

Effective March 18, 2005, the Fund’s name changed from Smith Barney Managed Government Fund Inc. to Smith Barney Core Plus Bond Fund Inc. In addition, David Scott, Vice President and Investment Officer of the Fund, joined Roger M. Lavan and David Torchia as an investment officer and managing director of the subadvisor. He has 22 years of investment management experience. Also effective at this time, the investment objective changed from “high current income consistent with liquidity and safety of capital” to “maximum total return consisting of capital appreciation and income, consistent with the preservation of capital.” The Fund adopted revised investment policies under which it invests primarily in investment grade fixed income securities of U.S. issuers, including corporate, mortgage-backed and government securities, and is permitted to invest up to 20% of its assets in bonds rated below investment grade (commonly known as “junk bonds”) and in non-U.S. dollar denominated bonds, of which no more than 10% of the Fund’s assets may be invested in fixed income securities of emerging market issuers. The Fund will normally maintain average portfolio duration of between three to six years.

In addition, the Fund’s performance benchmark changed to the Lehman Brothers Aggregate Bond Index, a composite of intermediate-term, U.S. investment grade corporate, mortgage and U.S. Treasury securities.

Citigroup Asset Management Limited (“CAM Limited”), an affiliate of the Fund’s manager, Smith Barney Fund Management LLC, serves as subadviser to the Fund. CAM Limited, subject to the supervision of the manager and the Board of Directors, manages the Fund’s investments in non-U.S. dollar denominated debt securities of non-U.S. issuers and currency transactions.

Investment Grade Market Review

During the 12 months ended July 31, 2005, markets were primarily driven by Fed activity, employment and inflation data. The Fed’s nine “measured” 25-basis-point^v hikes during the period brought the federal funds rate from 1.00% to 3.25% by period end. This exerted upward pressure on short-term bond yields, driving 2-year yields up about 134 basis points during the 12 months. However, in what Fed Chairman Alan Greenspan termed a “conundrum,” long-term bond yields did not begin to rise and, in fact, continued to decline. 10-year yields visited levels well below 4.00% during the 12 months

4         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

before leveling approximately 20 basis points lower by period end. This sharp rise in short yields and continued decline in long yields resulted in the extensive yield curve flattening seen during the period.

As the market fully expected, each 25-basis-point hike in the federal funds rate during the period — thanks to the Fed’s well-advertised intentions to raise rates at a measured pace — caused investors to spend much of the period dissecting language from the Fed for clues on its assessment of the U.S. economy and the pace of rate hikes. The Fed reiterated throughout the year that it would increase rates “at a pace that is likely to be measured” and, starting in June 2004, added that, “the Committee will respond to changes in economic prospects as needed to fulfill its obligation to maintain price stability.”

Slowing global growth, rising inflation and surging oil prices (which rose approximately 44% during the 12 months) undoubtedly restrained economic activity during the period, with GDP growth declining year-over-year from first quarter 2004’s 4.5% pace to 3.8% growth in first quarter 2005. GDP growth also slowed in the second quarter of 2005, declining slightly year-over-year to 3.4% from 3.5% in second quarter 2004. Fears of slowing global growth and increasing inflation drove markets, particularly in the second half of the period.

Despite the slowing quarterly pace of growth, underlying economic activity remained relatively strong. The U.S. labor market began to pick up in early 2004 and continued to improve throughout the Fund’s fiscal year, although the pace of improvement remained uneven from month-to-month. Unemployment fell through the period, declining from 5.5% in July 2004 to 5.0% in July 2005. Industrial production and retail sales remained positive through the period, even considering the volatility in the auto sector as General Motors and Ford were successively downgraded by three major statistical credit rating agencies to below investment grade and the lowest tier of investment grade, respectively. In addition, core inflation rates — which picked up markedly in the first three months of the year — moderated in the second quarter. The core PCE deflator, which is the Fed’s preferred measure of inflation, remained at 2.2% year-over-year in the latest June reading.

Over the 12 months ending July 31, 2005, commercial mortgage-backed securities outperformed all other investment grade fixed income sectors on a duration-adjusted basis, including asset-backed securities (“ABS”), U.S. credit, mortgage-backed securities and U.S. Agency debentures. ABS and U.S. credit securities were the second and third best performers during the period. All Treasuries finished the 12-month period in positive territory, with longer-term U.S. Treasuries outperforming U.S. Treasury bills and notes as the Treasury curve flattened during the period. (All asset class returns are represented by their respective subsector of the Lehman Brothers Aggregate Bond Index.)

High Yield Market Review

During the 12 months ended July 31, 2005, the high yield market, as represented by the Citigroup High Yield Market Index,^vi returned 10.56%. High yield debt markets started July 2004 strong, extending the previous month’s rebound from negative levels seen earlier

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         5

in the year, and proceeded to rally for the remainder of 2004 as investors gained confidence that inflation was contained and the Fed would continue to raise rates at a “measured pace.” Reduced U.S. Treasury market volatility, combined with the continued low interest rate environment, set a positive tone for high yield, engendering generally positive mutual fund flows and contributing both to the record number of deals that came to market during 2004 and strong demand for higher yielding assets. Additionally, default rates reached 20-year lows as the improving economy and the low interest rate environment enabled companies to extend their debt maturities and improve their liquidity.

Rising oil prices, weak equity markets and isolated hawkish comments from the Fed regarding inflation led the market down in the first few months of 2005. The steady stream of negative auto sector headlines through Spring 2005, including General Motor’s unexpected negative earnings warning in mid-March and Ford’s reduced earnings guidance and second quarter production cuts announced in late April, reintroduced investor fears of both companies’ potential downgrades to high yield status. This caused spreads to widen dramatically within the auto sector and across fixed income credit markets. Markets began recovering in mid-May on stronger technicals, positive economic developments and S&P and Fitch’s long-anticipated downgrades of Ford and GM. The rating agencies’ actions removed some of the uncertainty in the market surrounding the credits’ ultimate resting places, allowing both high yield and investment grade investors to shore up their positions.

Better overall demand and the relative absence of further negative headlines buoyed markets through the second half of May and June despite a stronger new issue calendar and renewed outflows from high yield mutual funds. Resurgent investor risk appetites on the back of strong U.S. economic news, continued tame inflation and positive 2Q earnings announcements also contributed to positive performance, allowing markets to outperform despite the July 7th terrorist bombings in London (and the July 21st reprise) and weaker consumer sentiment near the end of the period.

Based on the 7.31% yield^vii of the Citigroup High Market Yield Index as of July 31, 2005, high-yield bonds continued to offer competitive yields relative to U. S. Treasury notes.^viii However, high-yield issues are subject to additional risks, such as the increased possibility of default because of their lower credit quality, and yields and prices will fluctuate.

Emerging Markets Debt Review

Emerging markets debt returned 16.41% during the 12 months ended July 31, 2005, as represented by the JPMorgan Emerging Markets Bond Index Global.^ix Strong country fundamentals and market technicals offset the downward pressure exerted by increases in the federal funds rate throughout the 12 months and credit contagion from the auto sector during volatile Spring 2005. Continued progress on political and economic reform in many emerging countries and the generally positive macro environment supported broad credit quality improvements across emerging markets during the 12 months.

6         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Sovereign debt markets achieved positive momentum at the start of the period after recovering from depressed levels earlier in 2004 and rallied through the remainder of the year. Positive returns were supported by strong underlying country fundamentals, commodity prices strength (particularly in metals, agriculture and oil) and relatively low U.S. Treasury market volatility. Emerging debt continued to trend positive during the first two months of 2005 despite concerns over the path of U.S. interest rates, risks of higher inflation and new bond issuance weighing on the market. However, indications of potentially more aggressive tightening (50-basis-point increments) from the Fed and increasingly prominent inflation worries led the market down in March, broadly in line with the U.S. Treasury market. Emerging debt markets remained under pressure in early April as spillover from volatile credit markets, with the highly visible troubles in the auto sector, worsened technicals.

Markets turned again by mid-April and followed a generally upward trajectory through the remainder of the period as U.S. Treasury market volatility declined, the U.S. equity market recovered and country fundamentals remained broadly supportive. Although sovereign debt declined slightly near period end, emerging markets proved relatively resilient in the face of the early July terrorist bombings in London, continued political noise in key emerging countries and the sell-off in U.S. Treasuries during the month.

Spreads tightened 177 basis points during the 12-month period ended July 31, 2005, closing at 276 basis points over U.S. Treasuries. (Of note, sovereign spreads tightened 67 basis points alone during the month of June 2005 due primarily to index rebalancing with the conclusion of the Argentine bond exchange.) Over the period, 12-month return volatility stood at 4.82%,^x substantially below long-term, historical levels of approximately 16%.

Performance Review

For the 12 months ended July 31, 2005, Class A shares of the Smith Barney Core Plus Bond Fund Inc., excluding sales charges, returned 3.22%. In comparison, the Fund’s unmanaged benchmark, the Lehman Brothers Aggregate Bond Index, returned 4.79%, while its former benchmark, the Lehman Brothers Government Bond Index,^xi returned 4.39% for the same period. The Lipper Intermediate Investment Grade Debt Funds Category Average¹ increased 4.35% over the same time frame.

Factors Impacting Fund Performance

From the beginning of the period through the time of transition, the Fund underperformed its benchmark, the Lehman Brothers Government Bond Index, due primarily to the impact of operating expenses. During the approximately five-month period since its mid-March change in objective, investment process and management, Fund performance was affected negatively by the higher allocation to cash and short-term investments while realigning the portfolio to meet its new objectives.

¹ Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 12-month period ended July 31, 2005, including the reinvestment of including returns of capital, if any, calculated among the 444 funds in the Fund’s Lipper category, and excluding sales charges.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         7

Performance Snapshot as of July 31, 2005 (excluding sales charges) (unaudited)
Smith Barney Core Plus Bond Fund	6 Months	12 Months
Class A Shares	0.56%	3.22%
Lehman Brothers Aggregate Bond Index	0.95%	4.79%
Lehman Brothers Government Bond Index	1.05%	4.39%
Lipper Intermediate Investment Grade Debt Funds Category Average	0.78%	4.35%
The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value and investment returns will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.citigroupam.com.
Performance figures reflect reimbursements and/or fee waivers, without which the performance would have been lower.
All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply when shares are purchased or the deduction of taxes that a shareholder would pay on Fund distributions. Excluding sales charges, Class B shares returned 0.35%, Class C shares returned 0.39% and Class Y shares returned 0.82% over the six months ended July 31, 2005. Excluding sales charges, Class B shares returned 2.73%, Class C shares returned 2.79% and Class Y shares returned 3.74% over the twelve months ended July 31, 2005.
Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the period ended July 31, 2005, including the reinvestment of distributions, including returns of capital, if any, calculated among the 458 funds for the six-month period and among the 444 funds for the 12-month period in the Fund’s Lipper category and excluding sales charges.

Since the transition date of the Fund, the management team has adjusted the portfolio’s asset allocation to effect the transition from the previous U.S. government focus to the newly designated “core plus” posture. Specifically, in the past five months, we significantly decreased our allocation to mortgage-backed securities to reallocate assets more broadly across the remaining broad fixed income sectors, including U.S. Agency, investment grade corporate and asset-backed securities. In line with our active asset allocation strategy, we also initiated positions in non-U.S. investment grade, high yield and emerging markets debt, while remaining below the maximum 20% allocation to securities outside core investment grade. The majority of rebalancing activity, to bring the portfolio in line with the investment objective and policy change effected on March 18, 2005 (including the impact of higher-than-normal cash levels at the onset), concluded within this reporting period.

8         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Thank you for your investment in the Smith Barney Core Plus Bond Fund Inc. As ever, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Roger M. Lavan, CFA	David Torchia	David Scott
Portfolio Manager	Portfolio Manager	Portfolio Manager

August 26, 2005

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

RISKS: Interest rate increases, causing the prices of fixed income securities to decline, would reduce the value of the Fund’s share price. Investments in high yield securities and in foreign companies and governments, including emerging markets, involve risks beyond those inherent solely in higher-rated and domestic investments. The risks of high yield securities include, but are not limited to, price volatility and the possibility of default in the timely payment of interest and principal. Foreign securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Please see the Fund’s prospectus for more information on these and other risks.

ⁱ Gross domestic product is a market value of goods and services produced by labor and property in a given country.

ⁱⁱ The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.

ⁱⁱⁱ The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.

^iv The Lehman Brothers Aggregate Bond Index is a broad-based bond index comprised of Government, Corporate, Mortgage and Asset-backed issues, rated investment grade or higher, and having at least one year to maturity.

^v A basis point is one one-hundredth (1/100 or 0.01) of one percent.

^vi The Citigroup High Yield Market Index is a broad-based unmanaged index of high yield securities.

^vii As measured by the yield on the Citigroup High Yield Market Index as of the period’s close.

^viii Yields are subject to change and will fluctuate.

^ix JPMorgan Emerging Markets Bond Index Global tracks total returns for U.S. dollar denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds, and local market instruments. Countries covered are Algeria, Argentina, Brazil, Bulgaria, Chile, China, Colombia, Cote d’Ivoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela.

^x Source: JPMorgan Chase.

^xi The Lehman Brothers Government Bond Index is a broad-based index of all public debt obligations of the U.S. government and its agencies that have an average maturity of roughly nine years.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         9

Fund at a Glance (unaudited)

10         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Fund Expenses (unaudited)

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments, reinvested distributions, including returns of capital, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested on February 1, 2005 and held for the six months ended July 31, 2005.

Actual Expenses

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.

Based on Actual Total Return(1)
	Actual Total Return Without Sales Charges(2)		Beginning Account Value		Ending Account Value		Annualized Expense Ratio		Expenses Paid During the Period(3)
Class A	0.56	%	$	1,000.00	$	1,005.60	1.08	%	$5.37
Class B	0.35			1,000.00		1,003.50	1.67		8.30
Class C	0.39			1,000.00		1,003.90	1.59		7.90
Class Y	0.82			1,000.00		1,008.20	0.71		3.54

⁽¹⁾ For the six months ended July 31, 2005.

⁽²⁾ Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charges with respect to Class A shares or the applicable CDSC with respect to Class B and C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower.

⁽³⁾ Expenses (net of voluntary fee waiver) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         11

Fund Expenses (unaudited) (continued)

Hypothetical Example for Comparison Purposes

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

Based on Hypothetical Total Return(1)
	Hypothetical Total Return		Beginning Account Value		Ending Account Value		Annualized Expense Ratio		Expenses Paid During the Period(2)
Class A	5.00	%	$	1,000.00	$	1,019.44	1.08	%	$	5.41
Class B	5.00			1,000.00		1,016.51	1.67			8.35
Class C	5.00			1,000.00		1,016.91	1.59			7.95
Class Y	5.00			1,000.00		1,021.27	0.71			3.56

⁽¹⁾ For the six months ended July 31, 2005.

⁽²⁾ Expenses (net of voluntary fee waiver) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

12         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Fund Performance

Average Annual Total Returns(1) (unaudited)
	Without Sales Charges(2)
	Class A		Class B		Class C(3)		Class Y
Twelve Months Ended 7/31/05	3.22	%	2.73	%	2.79	%	3.74	%
Five Years Ended 7/31/05	5.14		4.60		4.67		5.53
Ten Years Ended 7/31/05	5.26		4.71		4.78		N/A
Inception* through 7/31/05	7.34		4.98		4.59		5.37
	With Sales Charges(4)
	Class A		Class B		Class C(3)		Class Y
Twelve Months Ended 7/31/05	(1.41	)%	(1.75	)%	1.80	%	3.74	%
Five Years Ended 7/31/05	4.17		4.43		4.67		5.53
Ten Years Ended 7/31/05	4.77		4.71		4.78		N/A
Inception* through 7/31/05	7.11		4.98		4.59		5.37

Cumulative Total Returns(1) (unaudited)
	Without Sales Charges
Class A (7/31/95 through 7/31/05)	66.93	%
Class B (7/31/95 through 7/31/05)	58.45
Class C(2) (7/31/95 through 7/31/05)	59.53
Class Y (Inception* through 7/31/05)	64.19

⁽¹⁾ All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower.

⁽²⁾ Assumes reinvestment of all distributions including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charges with respect to Class A shares or the applicable CDSC with respect to Class B and C shares.

⁽³⁾ On April 29, 2004, Class L shares were renamed as Class C shares.

⁽⁴⁾ Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 4.50%; Class B shares reflect the deduction of a 4.50% CDSC, which applies if shares are redeemed within one year from purchase payment. This CDSC declines by 0.50% the first year after purchase payment and thereafter by 1.00% per year until no CDSC is incurred. Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

 * Inception dates for Class A, B, C and Y shares are September 4, 1984, November 6, 1992, June 29, 1993 and February 7, 1996, respectively.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         13

Historical Performance (unaudited)

Value of $10,000 Invested in Class A Shares of the Smith Barney Core Plus Bond Fund Inc. vs. Lehman Brothers Aggregate Bond Index,⁽¹⁾ Lehman Brothers Government Bond Index, Lipper Intermediate Investment Grade Debt Funds Category Average,⁽²⁾ and Lipper U.S. Mortgage Funds Average†

July 1995 — July 2005

† Hypothetical illustration of $10,000 invested in Class A shares on July 31, 1995, assuming deduction of the maximum 4.50% initial sales charge at the time of investment and reinvestment of distributions, including any returns of capital, if any, at net asset value through July 31, 2005. The Lehman Brothers Aggregate Bond Index is a benchmark index made up of the Lehman Brothers Government/Credit Bond Index, Mortgage-Backed Securities Index, and Asset-Backed Securities Index, including securities that are of investment grade quality or better, have at least one year to maturity, and have an outstanding par value of at least $150 million. The Lehman Brothers Government Bond Index is a broad-based index of all public debt obligations of the U.S. government and its agencies and has an average maturity of approximately nine years. The Index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. The Lipper Intermediate Investment Grade Debt Funds Category Average is a total return performance average of funds tracked by Lipper, Inc. that invest at least 65% of their assets in investment-grade debt issues (rated in the top four grades) with dollar-weighted average maturities of five to ten years. The Lipper U.S. Mortgage Funds Average is composed of the Fund’s peer group of mutual funds (78 funds as of July 31, 2005) investing in U.S. mortgage-backed securities. Lipper Inc. is a widely-recognized mutual fund information service. The performance of the Fund’s other classes may be greater or less than the Class A shares’ performance indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in other classes.

⁽¹⁾ On March 18, 2005, in connection with the change in the Fund’s investment objective, the Fund’s benchmark was changed from the Lehman Brothers Government Bond Index to the Lehman Brothers Aggregate Bond Index. The Lehman Brothers Aggregate Bond Index is a more appropriate benchmark for the Fund than the Lehman Brothers Government Index given the Fund’s new investment objective and policies.

⁽²⁾ On March 18, 2005, the Fund’s Lipper Average was changed from Lipper U.S. Mortgage Funds Average to Lipper Intermediate Investment Grade Debt Funds Category Average.

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment, will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower.

14         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Schedule of Investments (July 31, 2005)

SMITH BARNEY CORE PLUS BOND FUND INC.

Face Amount†	Rating‡	Security	Value
CORPORATE BONDS & NOTES — 21.8%
Advertising — 0.0%
100,000	B-	Bear Creek Corp., Senior Notes, 9.000% due 3/1/13 (a)	$	99,500
50,000	CCC	Vertis Inc., Senior Second Lien Secured Notes, 9.750% due 4/1/09		52,500
				152,000
Aerospace/Defense — 0.8%
2,990,000	BBB-	Goodrich Corp., Debentures, 7.500% due 4/15/08		3,185,893
		L-3 Communications Corp., Senior Subordinated Notes:
100,000	BB+	7.625% due 6/15/12		107,500
275,000	BB+	6.375% due 10/15/15 (a)		279,812
125,000	B+	Moog Inc., Senior Subordinated Notes, 6.250% due 1/15/15		126,875
175,000	BB-	Sequa Corp., Senior Notes, Series B, 8.875% due 4/1/08		190,312
2,425,000	A	United Technologies Corp., 4.375% due 5/1/10		2,411,515
				6,301,907
Apparel — 0.0%
150,000	B-	Levi Strauss & Co., Senior Notes, 9.750% due 1/15/15		158,250
75,000	BB-	Quiksilver Inc., Senior Notes, 6.875% due 4/15/15 (a)		75,937
				234,187
Auto Manufacturers — 0.5%
3,300,000	BBB	DaimlerChrysler North America Holding Corp., 4.050% due 6/4/08		3,233,983
		Ford Motor Co.:
30,000	BB+	Bonds, 8.900% due 1/15/32		27,396
25,000	BB+	Debentures, 6.625% due 10/1/28		19,567
550,000	BB+	Notes, 7.450% due 7/16/31		467,526
		General Motors Corp., Debentures:
50,000	BB	8.250% due 7/15/23		45,000
265,000	BB	8.375% due 7/15/33		240,488
				4,033,960
Auto Parts & Equipment — 0.0%
50,000	B-	Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13		51,250
100,000	BB-	TRW Automotive Inc., Senior Notes, 9.375% due 2/15/13		112,500
				163,750

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         15

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Banks — 1.6%
4,000,000	A+	Bank of America Corp., Subordinated Notes, 7.400% due 1/15/11	$	4,547,972
2,500,000	A	Corporacion Andina de Fomento, Notes, 6.875% due 3/15/12		2,750,207
3,500,000	A-	Standard Chartered Bank PLC, Subordinated Notes, 8.000% due 5/30/31 (a)		4,636,338
				11,934,517
Beverages — 0.0%
100,000	B+	Constellation Brands Inc., Senior Subordinated Notes, Series B, 8.125% due 1/15/12		107,500
Building Materials — 0.0%
125,000	CCC+	Associated Materials Inc., Senior Subordinated Notes, 9.750% due 4/15/12		130,625
125,000	CCC+	Nortek Inc., Senior Subordinated Notes, 8.500% due 9/1/14		122,344
75,000	BB-	Texas Industries Inc., Senior Notes, 7.250% due 7/15/13 (a)		79,500
				332,469
Chemicals — 0.2%
100,000	BB-	ARCO Chemical Co., Debentures, 9.800% due 2/1/20		112,500
150,000	B-	Borden U.S. Finance Corp./Nova Scotia Finance ULC, Secured Notes, 9.000% due 7/15/14 (a)		155,812
75,000	B-	Compass Minerals Group Inc., Senior Subordinated Notes, 10.000% due 8/15/11		82,500
100,000	BB-	Equistar Chemicals LP/Equistar Funding Corp., Senior Notes, 10.625% due 5/1/11		112,000
75,000	B+	Ethyl Corp., Senior Notes, 8.875% due 5/1/10		78,375
		Huntsman International LLC, Senior Subordinated Notes:
50,000	B	9.875% due 3/1/09		53,688
75,000	B	7.375% due 1/1/15 (a)		76,500
100,000	BB-	ISP Chemco Inc., Senior Subordinated Notes, Series B, 10.250% due 7/1/11		109,250
50,000	BB-	Lyondell Chemical Co., Senior Secured Notes, 11.125% due 7/15/12		56,937
50,000	B-	Nalco Co., Senior Subordinated Notes, 8.875% due 11/15/13		54,750
50,000	B-	OM Group Inc., Senior Subordinated Notes, 9.250% due 12/15/11		51,250
125,000	B-	PQ Corp., Senior Subordinated Notes, 7.500% due 2/15/13 (a)		125,625
100,000	B-	Resolution Performance Products LLC, Senior Subordinated Notes, 13.500% due 11/15/10		108,500
125,000	CCC+	Rhodia SA, Senior Notes, 7.625% due 6/1/10		121,875
200,000	BB-	Westlake Chemical Corp., Senior Subordinated Notes, 8.750% due 7/15/11		218,250
				1,517,812

See Notes to Financial Statements.

16         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Commercial Services — 0.1%
125,000	B+	Cenveo Corp., Senior Notes, 9.625% due 3/15/12	$	135,625
100,000	BB-	Corrections Corp. of America, Senior Notes, 6.250% due 3/15/13		100,000
250,000	B	Iron Mountain Inc., Senior Subordinated Notes, 8.625% due 4/1/13		263,750
				499,375
Computers — 0.0%
50,000	B-	SunGard Data Systems Inc., Senior Notes, 9.125% due 8/15/13 (a)		52,188
100,000	BB+	Unisys Corp., Senior Notes, 6.875% due 3/15/10		99,500
				151,688
Cosmetics/Personal Care — 0.0%
125,000	B-	Elizabeth Arden Inc., Senior Subordinated Notes, 7.750% due 1/15/14		132,656
Diversified Financial Services — 7.4%
250,000	CCC+	Alamosa Delaware Inc., Senior Notes, 11.000% due 7/31/10		286,250
125,000	B-	BCP Crystal U.S. Holdings Corp., Senior Subordinated Notes, 9.625% due 6/15/14		141,875
3,225,000	BBB	Capital One Bank, Notes, 5.750% due 9/15/10		3,359,541
75,000	B-	CCM Merger Inc., Notes, 8.000% due 8/1/13 (a)		76,781
4,125,000	A	CIT Group Inc., Senior Notes, 7.750% due 4/2/12		4,756,665
4,850,000	A	Countrywide Home Loans Inc., Medium-Term Notes, Series L, 4.000% due 3/22/11		4,620,842
3,075,000	BB+	Ford Motor Credit Co., Notes, 7.875% due 6/15/10		3,106,722
		General Motors Acceptance Corp.:
40,000	BB	Bonds, 8.000% due 11/1/31		38,904
		Notes:
45,000	BB	7.250% due 3/2/11		43,881
3,000,000	BB	6.875% due 9/15/11		2,898,894
210,000	BB	6.750% due 12/1/14		198,129
4,900,000	A	HSBC Finance Corp., 5.250% due 4/15/15		4,943,934
4,875,000	A	Lehman Brothers Holdings Inc., Medium-Term Notes, Series H, 4.500% due 7/26/10		4,827,133
4,350,000	A-	John Deere Capital Corp., Medium-Term Notes, Series D, 4.125% due 1/15/10		4,259,350
2,325,000	A	JPMorgan Chase & Co., Subordinated Notes, 6.625% due 3/15/12		2,546,749
3,150,000	BBB	MBNA Corp., Medium-Term Notes, 6.250% due 1/17/07		3,229,695
4,350,000	A+	Morgan Stanley, Notes, 6.600% due 4/1/12		4,750,835
10,000,000	BB-	TRAINS, Series HY-2005-1, 7.651% due 6/15/15 (a)(b)		10,530,420
1,725,000	A-	Textron Financial Corp., Medium-Term Notes, Series E, 2.750% due 6/1/06		1,706,617

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         17

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Diversified Financial Services — 7.4% (continued)
150,000	CCC+	Vanguard Health Holdings Co. I LLC, Senior Discount Notes, step bond to yield 9.885% due 10/1/15	$	109,500
25,000	CCC+	Vanguard Health Holdings Co. II LLC, Senior Subordinated Notes, 9.000% due 10/1/14		27,313
				56,460,030
Electric — 1.5%
		AES Corp., Senior Notes:
125,000	B-	8.875% due 2/15/11		140,313
125,000	B-	7.750% due 3/1/14		136,875
3,175,000	BBB	Appalachian Power Co., Senior Notes, Series H, 5.950% due 5/15/33		3,298,755
250,000	B-	Calpine Corp., Second Priority Senior Secured Notes, 8.500% due 7/15/10 (a)		193,750
1,500,000	BBB	Duke Energy Corp., Senior Notes, 4.200% due 10/1/08		1,480,981
200,000	B+	Edison Mission Energy, Senior Notes, 9.875% due 4/15/11		236,500
4,679,000	A	Florida Power & Light Co., First Mortgage Bonds, 5.625% due 4/1/34		4,937,880
250,000	B	NRG Energy Inc., Second Priority Senior Secured Notes, 8.000% due 12/15/13		268,750
175,000	B+	Reliant Energy Inc., Secured Notes, 9.500% due 7/15/13		195,562
175,000	B	Texas Genco LLC/Texas Genco Financing Corp., Senior Notes, 6.875% due 12/15/14 (a)		184,625
				11,073,991
Entertainment — 0.2%
150,000	B-	Cinemark Inc., Senior Discount Notes, step bond to yield 9.031% due 3/15/14		104,250
50,000	B-	Herbst Gaming Inc., Senior Subordinated Notes, 7.000% due 11/15/14		51,125
140,000	B	Isle of Capri Casinos Inc., Senior Subordinated Notes, 7.000% due 3/1/14		141,750
125,000	B+	Mohegan Tribal Gaming Authority, 6.875% due 2/15/15		129,844
150,000	B	Penn National Gaming Inc., Senior Subordinated Notes, 6.750% due 3/1/15 (a)		151,687
		Pinnacle Entertainment Inc., Senior Subordinated Notes:
75,000	B-	8.250% due 3/15/12		79,313
50,000	B-	8.750% due 10/1/13		54,125
125,000	B+	Scientific Games Corp., Senior Subordinated Notes, 6.250% due 12/15/12 (a)		127,188

See Notes to Financial Statements.

18         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Entertainment — 0.2% (continued)
125,000	BB-	Seneca Gaming Corp., Senior Notes, 7.250% due 5/1/12 (a)	$	130,312
150,000	CCC	Six Flags Inc., Senior Notes, 9.750% due 4/15/13		147,187
				1,116,781
Environmental Control — 0.1%
50,000	B	Aleris International Inc., Senior Secured Notes, 10.375% due 10/15/10		55,375
		Allied Waste North America Inc., Senior Notes:
150,000	BB-	7.875% due 4/15/13		156,750
200,000	BB-	7.250% due 3/15/15 (a)		198,000
				410,125
Food — 1.1%
125,000	CCC+	Doane Pet Care Co., Senior Notes, 10.750% due 3/1/10		135,625
125,000	B+	Dole Food Co. Inc., Debentures, 8.750% due 7/15/13		138,750
4,600,000	BBB+	Kraft Foods Inc., Notes, 5.625% due 11/1/11		4,809,824
2,825,000	BBB-	Safeway Inc., Debentures, 7.250% due 2/1/31		3,232,413
				8,316,612
Forest Products & Paper — 0.1%
125,000	BB-	Appleton Papers Inc., Senior Notes, 8.125% due 6/15/11		119,375
125,000	B+	Boise Cascade LLC, Senior Subordinated Notes, 7.125% due 10/15/14 (a)		123,437
		Buckeye Technologies Inc.:
75,000	B+	Senior Notes, 8.500% due 10/1/13		77,813
50,000	B	Senior Subordinated Notes, 8.000% due 10/15/10		48,750
100,000	BB-	Norske Skog Canada Ltd., Senior Notes, Series D, 8.625% due 6/15/11		104,000
				473,375
Health Care - Services — 0.7%
125,000	B	Community Health Systems Inc., Senior Subordinated Notes, 6.500% due 12/15/12		127,344
125,000	B	DaVita Inc., Senior Subordinated Notes, 7.250% due 3/15/15 (a)		130,000
		Extendicare Health Services Inc.:
75,000	B	Senior Notes, 9.500% due 7/1/10		81,187
25,000	B-	Senior Subordinated Notes, 6.875% due 5/1/14		25,000
		HCA Inc.:
225,000	BB+	Debentures, 7.050% due 12/1/27		223,011
50,000	BB+	Notes, 6.375% due 1/15/15		51,426

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         19

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Health Care – Services — 0.7% (continued)
1,800,000	BBB	Humana Inc., Senior Notes, 6.300% due 8/1/18	$	1,942,009
100,000	B-	IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes, 8.750% due 6/15/14		109,375
150,000	B-	Psychiatric Solutions Inc., Senior Subordinated Notes, 7.750% due 7/15/15 (a)		153,750
175,000	B	Tenet Healthcare Corp., Senior Notes, 9.875% due 7/1/14		188,125
50,000	B	Triad Hospitals Inc., Senior Subordinated Notes, 7.000% due 11/15/13		51,750
1,915,000	BBB+	WellPoint Health Networks Inc., Notes, 6.375% due 1/15/12		2,074,564
				5,157,541
Holding Companies – Diversified — 0.4%
2,750,000	A-	EnCana Holdings Finance Corp., Notes, 5.800% due 5/1/14		2,906,252
Home Furnishings — 0.0%
100,000	B-	Norcraft Cos. LP/Norcraft Finance Corp., Senior Subordinated Notes, 9.000% due 11/1/11		105,000
75,000	B-	Sealy Mattress Co., Senior Subordinated Notes, 8.250% due 6/15/14		80,250
				185,250
Household Products/Wares — 0.0%
150,000	CCC+	Playtex Products Inc., Senior Subordinated Notes, 9.375% due 6/1/11		159,750
Internet — 0.0%
100,000	B-	FTD Inc., Senior Subordinated Notes, 7.750% due 2/15/14		101,500
Leisure Time — 0.0%
75,000	B-	Equinox Holdings Inc., Senior Notes, 9.000% due 12/15/09		78,375
75,000	B-	Riddell Bell Holdings Inc., Senior Subordinated Notes, 8.375% due 10/1/12		76,875
				155,250
Lodging — 0.1%
100,000	B+	Boyd Gaming Corp., Senior Subordinated Notes, 7.750% due 12/15/12		107,500
		Gaylord Entertainment Co., Senior Notes:
75,000	B-	8.000% due 11/15/13		80,250
25,000	B-	6.750% due 11/15/14		25,000
100,000	B	John Q. Hammons Hotels LP, First Mortgage Senior Notes, Series B, 8.875% due 5/15/12		110,125

See Notes to Financial Statements.

20         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Lodging — 0.1% (continued)
35,000	B	Kerzner International Ltd., Senior Subordinated Notes, 8.875% due 8/15/11	$	37,625
100,000	B	Las Vegas Sands Corp., 6.375% due 2/15/15		98,500
250,000	BB	MGM MIRAGE Inc., Senior Notes, 6.750% due 9/1/12		260,000
175,000	B+	Station Casinos Inc., Senior Subordinated Notes, 6.875% due 3/1/16		181,125
50,000	B+	Turning Stone Casino Resort Enterprise, Senior Notes, 9.125% due 12/15/10 (a)		53,250
				953,375
Machinery — Construction & Mining — 0.0%
175,000	B	Terex Corp., Senior Subordinated Notes, 7.375% due 1/15/14		184,625
Machinery — Diversified — 0.0%
100,000	B-	Dresser-Rand Group Inc., Senior Subordinated Notes, 7.375% due 11/1/14 (a)		104,750
Media — 1.4%
100,000	B	Cadmus Communications Corp., Senior Subordinated Notes, 8.375% due 6/15/14		104,250
250,000	CCC-	Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp., Senior Notes, 10.000% due 4/1/09		206,250
200,000	CCC-	Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp., Senior Notes, 10.250% due 9/15/10		207,500
2,425,000	BBB+	Comcast Cable Communications Holdings Inc., 8.375% due 3/15/13		2,919,348
		CSC Holdings Inc., Series B:
100,000	BB-	Senior Debentures, 7.625% due 7/15/18		98,250
		Senior Notes:
125,000	BB-	8.125% due 7/15/09		129,375
100,000	BB-	7.625% due 4/1/11		101,250
350,000	B	Dex Media Inc., Discount Notes, step bond to yield 7.913% due 11/15/13		288,750
		DirecTV Holdings LLC/DirecTV Financing Co., Senior Notes:
81,000	BB-	8.375% due 3/15/13		90,214
200,000	BB-	6.375% due 6/15/15 (a)		200,500
175,000	BB-	EchoStar DBS Corp., Senior Notes, 6.625% due 10/1/14		174,562
150,000	B-	Emmis Communications Corp., Senior Notes, 9.314% due 6/15/12 (a)(b)		150,937
50,000	B-	LodgeNet Entertainment Corp., Senior Subordinated Debentures, 9.500% due 6/15/13		54,750

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         21

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Media — 1.4% (continued)
100,000	B	Mediacom Broadband LLC, Senior Notes, 11.000% due 7/15/13	$	109,750
2,925,000	BBB-	News America Inc., Notes, 5.300% due 12/15/14		2,950,772
50,000	B-	Nexstar Finance Inc., Senior Subordinated Notes, 7.000% due 1/15/14		47,000
125,000	B-	Salem Communications Holding Corp., Senior Subordinated Notes, Series B, 9.000% due 7/1/11		134,063
125,000	B	Sinclair Broadcast Group Inc., Senior Subordinated Notes, 8.000% due 3/15/12		129,688
2,000,000	BBB+	Time Warner Inc., Debentures, 7.625% due 4/15/31		2,472,108
100,000	B+	Yell Finance BV, Senior Notes, 10.750% due 8/1/11		110,750
				10,680,067
Metal Fabricate/Hardware — 0.0%
75,000	B-	Mueller Group Inc., Senior Subordinated Notes, 10.000% due 5/1/12		80,625
Mining — 0.0%
125,000	B	Novelis Inc., Senior Notes, 7.250% due 2/15/15 (a)		128,438
Miscellaneous Manufacturing — 0.0%
75,000	B	Blount Inc., Senior Subordinated Notes, 8.875% due 8/1/12		82,125
100,000	B-	KI Holdings Inc., Senior Discount Notes, step bond to yield 10.284% due 11/15/14		63,500
				145,625
Oil & Gas — 1.4%
2,950,000	BBB+	Burlington Resources Finance Corp., Senior Notes, 5.600% due 12/1/06		2,980,450
		Chesapeake Energy Corp., Senior Notes:
125,000	BB-	6.375% due 6/15/15		129,063
150,000	BB-	6.625% due 1/15/16 (a)		155,625
100,000	BB-	6.250% due 1/15/18 (a)		99,250
2,850,000	BBB	Devon Financing Corp. ULC, 6.875% due 9/30/11		3,150,903
150,000	B	EXCO Resources Inc., 7.250% due 1/15/11		154,125
275,000	BB+	Kerr-McGee Corp., Senior Secured Notes, 7.000% due 11/1/11		276,375
		Stone Energy Corp., Senior Subordinated Notes:
50,000	B+	8.250% due 12/15/11		53,125
50,000	B+	6.750% due 12/15/14		49,750
3,275,000	BBB-	Valero Energy Corp., Notes, 4.750% due 6/15/13		3,213,063
100,000	B	Vintage Petroleum Inc., Senior Subordinated Notes, 7.875% due 5/15/11		105,750
				10,367,479

See Notes to Financial Statements.

22         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Oil & Gas Services — 0.1%
25,000	BB	Grant Prideco Inc., Senior Notes, 6.125% due 8/15/15 (a)	$	25,625
125,000	B	Hanover Compressor Co., Senior Notes, 8.625% due 12/15/10		132,500
125,000	B-	Key Energy Services Inc., Senior Notes, 6.375% due 5/1/13		125,938
125,000	B	Universal Compression Inc., Senior Notes, 7.250% due 5/15/10		130,937
				415,000
Packaging & Containers — 0.1%
100,000	B-	Berry Plastics Corp., Senior Subordinated Notes, 10.750% due 7/15/12		110,250
125,000	B-	Graphic Packaging International Corp., Senior Subordinated Notes, 9.500% due 8/15/13		128,750
125,000	B	Jefferson Smurfit Corp., Senior Notes, 8.250% due 10/1/12		126,563
125,000	B-	JSG Funding PLC, Senior Notes, 9.625% due 10/1/12		126,875
125,000	B	Owens-Brockway Glass Container Inc., Senior Notes, 8.250% due 5/15/13		135,781
100,000	B	Smurfit-Stone Container Enterprises Inc., Senior Notes, 8.375% due 7/1/12		102,250
				730,469
Pharmaceuticals — 0.7%
130,000	BB-	Valeant Pharmaceuticals International, Senior Notes, 7.000% due 12/15/11		129,675
75,000	CCC+	Warner Chilcott Corp., 8.750% due 2/1/15 (a)		74,438
4,650,000	A	Wyeth, Notes, 5.500% due 3/15/13		4,819,232
				5,023,345
Pipelines — 0.2%
450,000	CCC+	Dynegy Holdings Inc., Senior Debentures, 7.625% due 10/15/26		441,000
		El Paso Corp., Medium-Term Notes, Senior Notes:
200,000	B-	7.800% due 8/1/31		203,000
225,000	B-	7.750% due 1/15/32		228,937
150,000	B+	Holly Energy Partners LP, Senior Notes, 6.250% due 3/1/15 (a)		150,000
350,000	B+	Williams Cos. Inc., Notes, 8.750% due 3/15/32		434,875
				1,457,812
REITs — 0.5%
200,000	B-	Felcor Lodging LP, Senior Notes, 9.000% due 6/1/11		222,000
		Host Marriott LP:
175,000	B+	Senior Notes, 7.125% due 11/1/13		183,531
100,000	B+	Series O, 6.375% due 3/15/15		99,500
3,300,000	BBB-	iStar Financial Inc., Senior Notes, 5.150% due 3/1/12		3,235,802
125,000	CCC+	MeriStar Hospitality Corp., Senior Notes, 9.125% due 1/15/11		133,438
				3,874,271

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         23

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Retail — 0.6%
100,000	B-	Carrols Corp., Senior Subordinated Notes, 9.000% due 1/15/13 (a)	$	104,250
125,000	B-	CSK Auto Inc., Senior Subordinated Notes, 7.000% due 1/15/14		120,937
125,000	B-	Jafra Cosmetics International Inc./Distribuidora Comercial Jafra SA de CV, Senior Subordinated Notes, 10.750% due 5/15/11		140,625
125,000	B	Jean Coutu Group (PJC) Inc., Senior Subordinated Notes, 8.500% due 8/1/14		124,531
4,050,000	BBB	Limited Brands Inc., Debentures, 6.950% due 3/1/33		4,231,286
		Rite Aid Corp.:
50,000	B+	7.500% due 1/15/15		48,875
		Notes:
50,000	B-	7.125% due 1/15/07		50,500
25,000	B-	6.125% due 12/15/08 (a)		23,813
				4,844,817
Semiconductors — 0.0%
		Amkor Technology Inc.:
175,000	B-	Senior Notes, 9.250% due 2/15/08		166,250
50,000	CCC	Senior Subordinated Notes, 10.500% due 5/1/09		45,250
				211,500
Telecommunications — 1.6%
100,000	BB-	American Tower Corp., Senior Notes, 7.125% due 10/15/12		106,000
100,000	BB+	AT&T Corp., Senior Notes, 8.000% due 11/15/31		130,000
125,000	CCC	Centennial Communications Corp./Cellular Operating Co. LLC, Senior Notes, 8.125% due 2/1/14		134,687
200,000	B	Intelsat Ltd., Senior Discount Notes, step bond to yield 9.101% due 2/1/15 (a)		138,500
50,000	CCC	iPCS Inc., Senior Notes, 11.500% due 5/1/12		57,000
300,000	B	Lucent Technologies Inc., Debentures, 6.450% due 3/15/29		271,500
2,400,000	A	New Cingular Wireless Services Inc., Senior Notes, 8.750% due 3/1/31		3,325,846
400,000	BB	Nextel Communications Inc., Senior Notes, 7.375% due 8/1/15		433,000
125,000	B+	PanAmSat Corp., Senior Notes, 9.000% due 8/15/14		138,750
250,000	BB-	Qwest Corp., Notes, 8.875% due 3/15/12		275,000
225,000	B	Qwest Services Corp., Secured Notes, 14.000% due 12/15/14		273,375
		SBA Communications Corp.:
59,000	B-	Senior Discount Notes, step bond to yield 7.843% due 12/15/11		54,428
50,000	B-	Senior Notes, 8.500% due 12/1/12		54,125
1,250,000	BBB-	Sprint Capital Corp., Notes, 8.375% due 3/15/12		1,484,380

See Notes to Financial Statements.

24         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Telecommunications — 1.6% (continued)
100,000	CCC-	U.S. Unwired Inc., Second Priority Secured Notes, Series B, 10.000% due 6/15/12	$	116,000
4,575,000	A+	Verizon Florida Inc., Senior Notes, Series F, 6.125% due 1/15/13		4,839,554
				11,832,145
Textiles — 0.0%
125,000	B-	Collins & Aikman Floor Cover, Senior Subordinated Notes, Series B, 9.750% due 2/15/10		130,937
75,000	B-	Simmons Bedding Co., Senior Subordinated Notes, 7.875% due 1/15/14		70,688
				201,625
Transportation — 0.4%
3,025,000	BBB	Union Pacific Corp., Notes, 3.625% due 6/1/10		2,859,590
		TOTAL CORPORATE BONDS & NOTES (Cost — $165,539,958)		166,173,836
ASSET-BACKED SECURITIES — 5.4%
Automobiles — 2.9%
6,500,000	AAA	AmeriCredit Automobile Receivables Trust, Series 2004-AF, Class A4, 2.870% due 2/7/11		6,382,269
6,500,000	AAA	Ford Credit Auto Owner Trust, Series 2005-B, Class A4, 4.380% due 1/15/10		6,488,587
6,500,000	AAA	Household Automotive Trust, Series 2003-2, Class A4, 3.020% due 12/17/10		6,367,800
3,150,000	AAA	Susquehanna Auto Lease Trust, Series 2005-1, Class A3, 4.430% due 6/16/08 (a)		3,159,253
				22,397,909
Credit Card — 0.8%
5,800,000	AAA	Nordstrom Private Label Credit Card Master Note Trust, Series 2001-A, 4.820% due 4/15/10 (a)		5,837,592
Home Equity — 1.7%
6,525,000	Aaa	Irwin Home Equity, Series 2005-1, Class 2A2, 4.720% due 6/25/35		6,523,980
6,675,000	AAA	Structured Asset Securities Corp., Series 2005-7XS, Class 1A2B, 5.270% due 4/25/35		6,652,826
				13,176,806
		TOTAL ASSET-BACKED SECURITIES (Cost — $41,554,384)		41,412,307

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         25

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
COLLATERALIZED MORTGAGE OBLIGATIONS — 2.6%
5,825,189	AAA	Federal Home Loan Mortgage Corp. (FHLMC), Series 2687, Class IA, PAC IO, 5.500% due 9/15/22	$	380,224
3,629,742	AAA	Federal National Mortgage Association (FNMA), Series 2003-111, Class HR, PAC, 3.750% due 5/25/30		3,555,169
3,072,773	AAA	MASTR Adjustable Rate Mortgages Trust, Series 2004-6, Class 5A1, 4.789% due 7/25/34 (b)		3,063,827
3,140,262	AAA	Merrill Lynch Mortgage Investors Inc., Series 2005-A2, Class A4, 4.504% due 2/25/35 (b)		3,113,194
6,558,054	AAA	Residential Accredit Loans Inc., Series 2005-QA7, Class A21, 4.864% due 7/25/35 (b)		6,531,822
3,028,175	Aaa(c)	Wells Fargo Mortgage Backed Securities Trust, Series 2005-AR4, Class 2A2, 4.540% due 4/25/35 (b)		2,989,701
		TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost — $19,585,171)		19,633,937
MORTGAGE-BACKED SECURITIES — 28.4%
FHLMC — 6.4%
		FHLMC, Gold:
490		5.500% due 5/1/13		501
3,037,060		6.500% due 9/1/14-1/1/32		3,151,950
4,127,972		6.000% due 3/1/17		4,263,713
3,791,964		5.000% due 8/1/33-9/1/33		3,742,144
20,900,000		5.000% due 8/11/35 (d)(e)		20,573,437
17,000,000		5.500% due 8/11/35 (d)(e)		17,095,625
				48,827,370
FNMA — 21.0%
		FNMA:
4,113,444		6.500% due 2/1/14-1/1/33		4,261,310
23,568,854		5.500% due 11/1/16-4/1/35 (f)(g)		23,726,959
12,424,896		6.000% due 5/1/17-6/1/32 (f)(g)		12,717,961
64,600,000		5.000% due 8/11/35 (d)(e)		63,631,000
27,000,000		5.500% due 8/11/35 (d)(e)		27,143,424
25,000,000		6.000% due 8/11/35 (d)(e)		25,546,875
3,000,000		6.500% due 8/11/35 (d)(e)		3,104,064
				160,131,593
GNMA — 1.0%
		GNMA:
19,597		8.500% due 11/15/27		21,372
7,189,272		6.500% due 8/15/31-3/15/32		7,518,836
				7,540,208
		TOTAL MORTGAGE-BACKED SECURITIES (Cost — $216,610,450)		216,499,171

See Notes to Financial Statements.

26         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
U.S. GOVERNMENT & AGENCY OBLIGATIONS — 32.9%
U.S. Government Obligations — 26.9%
		U.S. Treasury Bonds:
17,000,000		8.750% due 5/15/17	$	23,744,886
5,000,000		5.375% due 2/15/31		5,683,205
		U.S. Treasury Notes:
36,000,000		3.500% due 5/31/07		35,687,844
50,000,000		3.375% due 10/15/09		48,529,300
5,700,000		6.500% due 2/15/10 (h)		6,249,742
50,020,000		4.000% due 3/15/10-2/15/15		49,051,922
8,000,000		3.875% due 5/15/10		7,904,688
8,000,000		5.000% due 2/15/11		8,338,128
20,000,000		4.125% due 5/15/15		19,753,140
				204,942,855
U.S. Government Agencies — 6.0%
		FHLMC:
7,000,000		6.875% due 9/15/10		7,796,453
6,000,000		5.125% due 7/15/12		6,238,596
		FNMA:
1,500,000		3.625% due 3/15/07		1,488,352
10,000,000		6.625% due 9/15/09 (f)(g)		10,844,920
10,000,000		6.000% due 5/15/11 (f)(g)		10,772,850
8,000,000		6.125% due 3/15/12		8,748,832
				45,890,003
		TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS (Cost — $252,919,137)		250,832,858
SOVEREIGN BONDS — 3.6%
Argentina — 0.1%
		Republic of Argentina:
1,000,000	B-	3.010% due 8/3/12 (b)		905,000
287,732 ARS	B-	5.830% due 12/31/33		117,713
		Total Argentina		1,022,713
Brazil — 0.7%
		Federative Republic of Brazil:
100,000	BB-	8.875% due 10/14/19		103,750
425,000	BB-	10.125% due 5/15/27		484,500
1,200,000	BB-	11.000% due 8/17/40		1,410,600
1,451,299	BB-	C Bonds, 8.000% due 4/15/14		1,472,596
1,873,546	BB-	DCB, Series L, 4.313% due 4/15/12 (b)		1,814,413
		Total Brazil		5,285,859

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         27

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Bulgaria — 0.0%
200,000	BBB-	Republic of Bulgaria, 8.250% due 1/15/15	$	248,000
Canada — 0.6%
4,825,000	A+	Province of Quebec, 4.600% due 5/26/15		4,757,662
Chile — 0.0%
225,000	A	Republic of Chile, 5.500% due 1/15/13		235,306
Colombia — 0.1%
		Republic of Colombia:
300,000	BB	10.000% due 1/23/12		345,000
250,000	BB	8.700% due 2/15/16		264,375
75,000	BB	8.125% due 5/21/24		74,625
150,000	BB	10.375% due 1/28/33		177,000
150,000	BB	Medium-Term Notes, 11.750% due 2/25/20		195,375
		Total Colombia		1,056,375
Dominican Republic — 0.0%
182,956	B	Dominican Republic, 9.040% due 1/23/18 (a)		193,476
Ecuador — 0.0%
		Republic of Ecuador:
215,000	CCC+	12.000% due 11/15/12		211,775
50,000	CCC+	Step bond to yield 10.554% due 8/15/30		43,250
		Total Ecuador		255,025
Malaysia — 0.1%
450,000	A-	Federation of Malaysia, 7.500% due 7/15/11		514,580
Mexico — 0.6%
		United Mexican States:
700,000	BBB	11.375% due 9/15/16		1,027,250
		Medium-Term Notes:
400,000	BBB	8.300% due 8/15/31		495,000
		Series A:
325,000	BBB	6.375% due 1/16/13		344,419
1,175,000	BBB	5.875% due 1/15/14		1,207,312
875,000	BBB	6.625% due 3/3/15		947,187
75,000	BBB	8.000% due 9/24/22		90,488
275,000	BBB	7.500% due 4/8/33		315,975
		Total Mexico		4,427,631
Panama — 0.1%
		Republic of Panama:
350,000	BB	9.375% due 7/23/12		427,000
275,000	BB	9.375% due 1/16/23		342,375
100,000	BB	8.875% due 9/30/27		120,250
		Total Panama		889,625

See Notes to Financial Statements.

28         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Peru — 0.2%
		Republic of Peru:
450,000	BB	9.125% due 2/21/12	$	532,575
275,000	BB	9.875% due 2/6/15		342,375
255,000	BB	PDI, 5.000% due 3/7/17 (b)		247,509
		Total Peru		1,122,459
Philippines — 0.2%
		Republic of the Philippines:
400,000	BB-	9.000% due 2/15/13		420,240
200,000	BB-	8.250% due 1/15/14		202,000
275,000	BB-	8.875% due 3/17/15		286,330
125,000	BB-	9.875% due 1/15/19		134,687
225,000	BB-	10.625% due 3/16/25		249,671
75,000	BB-	9.500% due 2/2/30		75,679
		Total Philippines		1,368,607
Russia — 0.5%
		Russian Federation:
400,000	BBB-	11.000% due 7/24/18		594,000
2,575,000	BBB-	Step bond to yield 2.136% due 3/31/30		2,858,250
		Total Russia		3,452,250
South Africa — 0.0%
200,000	BBB	Republic of South Africa, 6.500% due 6/2/14		217,500
Turkey — 0.1%
		Republic of Turkey:
350,000	BB-	11.500% due 1/23/12		446,688
275,000	BB-	7.375% due 2/5/25		269,500
75,000	BB-	11.875% due 1/15/30		106,931
150,000	BB-	Collective Action Securities, 9.500% due 1/15/14		177,000
		Total Turkey		1,000,119
Ukraine — 0.0%
		Republic of Ukraine:
200,000	BB-	6.875% due 3/4/11		210,750
50,000	BB-	7.650% due 6/11/13		55,063
		Total Ukraine		265,813
Uruguay — 0.1%
		Republic of Uruguay:
200,000	B	7.500% due 3/15/15		198,000
126,875	B	Benchmark Bonds, 7.875% due 1/15/33 (i)		117,994
		Total Uruguay		315,994

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         29

Schedule of Investments (continued) July 31, 2005

Face Amount†	Rating‡	Security	Value
Venezuela — 0.2%
		Bolivarian Republic of Venezuela:
600,000	B	8.500% due 10/8/14	$	622,500
175,000	B	9.250% due 9/15/27		182,481
275,000	B	Collective Action Securities, 10.750% due 9/19/13		319,688
		Total Venezuela		1,124,669
		TOTAL SOVEREIGN BONDS (Cost — $27,248,925)		27,753,663
		TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS (Cost — $723,458,025)		722,305,772

Face Amount
SHORT-TERM INVESTMENTS — 25.6%
Repurchase Agreements — 25.6%
$60,000,000	Interest in $576,470,000 joint tri-party repurchase agreement dated 7/29/05 with Morgan Stanley, 3.300% due 8/1/05, Proceeds at maturity — $60,016,500; (Fully collateralized by various U.S. government agency obligations, 0.000% to 6.250% due 6/28/07 to 7/7/25; Market value — $61,217,455) (f)(g)		60,000,000
75,448,000	Interest in $666,706,000 joint tri-party repurchase agreement dated 7/29/05 with Merrill Lynch, Pierce, Fenner & Smith Inc., 3.290% due 8/1/05, Proceeds at maturity — $75,468,685; (Fully collateralized by U.S. Treasury Note, 3.500% due 11/15/09; Market value — $76,957,309) (f)(g)		75,448,000
60,000,000	Interest in $675,460,000 joint tri-party repurchase agreement dated 7/29/05 with The Goldman Sachs Group Inc., 3.300% due 8/1/05, Proceeds at maturity — $60,016,500; (Fully collateralized by various U.S. Treasury Obligations, 0.000% to 12.000% due 8/15/05 to 4/15/32; Market value — $61,200,128) (f)(g)		60,000,000
	TOTAL SHORT-TERM INVESTMENTS (Cost — $195,448,000)		195,448,000
	TOTAL INVESTMENTS — 120.3% (Cost — $918,906,025#)		917,753,772
	Liabilities in Excess of Other Assets — (20.3)%		(154,727,326	)
	TOTAL NET ASSETS — 100.0%	$	763,026,446

# Aggregate cost for federal income tax purposes is $918,921,879.

‡ All ratings are by Standard & Poor’s Ratings Service, unless otherwise footnoted (unaudited).

† Face amount denominated in U.S. dollars, unless otherwise indicated.

^(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors.

^(b) Variable rate security. Coupon rate disclosed is that which is in effect at July 31, 2005. Maturity date shown is the date of the next coupon rate reset or actual maturity.

See Notes to Financial Statements.

30         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Schedule of Investments (continued) July 31, 2005

^(c) Rating by Moody’s Investors Service.

^(d) This security is traded on a “to-be-announced” basis.

^(e) All or a portion of this security is acquired under mortgage dollar roll agreement.

^(f) All or a portion of this security is segregated for open futures contracts.

^(g) All or a portion of this security has been segregated for mortgage dollar roll transactions.

^(h) All or a portion of this security is held as collateral for open futures contracts.

⁽ⁱ⁾ Payment-in-kind security for which part of the income/dividend earned may be paid as additional principal.

Abbreviations used in this schedule:
ARS	— Argentine Peso
C Bond	— Capitalization Bond
DCB	— Debt Conversion Bond
FHLMC	— Federal Home Loan Mortgage Corporation
FNMA	— Federal National Mortgage Association
GNMA	— Government National Mortgage Association
MASTR	— Mortgage Asset Securitization Transactions Inc.
PAC IO	— Planned Amortization Cost Interest Only
PDI	— Past Due Interest
REITs	— Real Estate Investment Trust
TRAINS	— Targeted Return Index Securities

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         31

Bond Ratings (unaudited)

The definitions of the applicable rating symbols are set forth below:

Standard & Poor’s Ratings Service (“Standard & Poor’s”) — Ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (–) sign to show relative standings within the major rating categories.

AAA — Bonds rated “AAA” have the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong.

AA — Bonds rated “AA” have a very strong capacity to pay interest and repay principal and differ from the highest rated issues only in a small degree.

A — Bonds rated “A” have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

BBB — Bonds rated “BBB” are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than in higher rated categories.

BB, B, CCC and CC — Bonds rated “BB”, “B”, “CCC” and “CC” are regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. “BB” represents a lower degree of speculation than “B”, and “CC” the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

D — Bonds rated “D” are in default and payment of interest and/or repayment of principal is in arrears.

Moody’s Investors Service (“Moody’s”) — Numerical modifiers 1, 2 and 3 may be applied to each generic rating from “Aa” to “Caa,” where 1 is the highest and 3 the lowest ranking within its generic category.

Aaa — Bonds rated “Aaa” are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa — Bonds rated “Aa” are judged to be of high quality by all standards. Together with the “Aaa” group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in “Aaa” securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in “Aaa” securities.

A — Bonds rated “A” possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment some time in the future.

Baa — Bonds rated “Baa” are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba — Bonds rated “Ba” are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and therefore not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B — Bonds rated “B” are generally lack characteristics of desirable investments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Ca — Bonds rated “Ca” represent obligations which are speculative in a high degree. Such issues are often in default or have other marked short-comings.

Caa — Bonds rated “Caa” are of poor standing. These may be in default, or present elements of danger may exist with respect to principal or interest. .    

32         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Statement of Assets and Liabilities (July 31, 2005)

ASSETS:
Investments, at value (cost — $723,458,025)	$	722,305,772
Repurchase agreements, at value (Cost — $195,448,000)		195,448,000
Receivable for securities sold		10,106,596
Interest receivable		7,230,351
Receivable for Fund shares sold		183,788
Prepaid expenses		27,198
Total Assets		935,301,705
LIABILITIES:
Payable for securities purchased		169,251,909
Distributions payable		2,149,555
Investment advisory fee payable		278,718
Payable for Fund shares repurchased		228,977
Administration fee payable		122,483
Deferred dollar roll income		96,144
Transfer agent fees payable		45,944
Distribution fees payable		18,451
Directors’ fees payable		6,828
Due to custodian		3,307
Payable to broker — variation margin on open futures contracts		1,344
Accrued expenses		71,599
Total Liabilities		172,275,259
Total Net Assets	$	763,026,446
NET ASSETS:
Par value (Note 6)	$	61,065
Paid-in capital in excess of par value		780,489,735
Undistributed net investment income		1,100,489
Accumulated net realized loss on investments, futures contracts and foreign currency transactions		(17,685,731	)
Net unrealized depreciation on investments and futures contracts		(939,112	)
Total Net Assets	$	763,026,446
Shares Outstanding:
Class A		14,935,004
Class B		1,453,276
Class C		739,186
Class Y		43,937,797
Net Asset Value:
Class A (and redemption price)		$12.49
Class B *		$12.50
Class C *		$12.50
Class Y (and redemption price)		$12.50
Maximum Public Offering Price Per Share:
Class A (based on maximum sales charge of 4.50%)		$13.08

* Redemption price is NAV of Class B and C shares reduced by a 4.50% and 1.00% CDSC, respectively, if shares are redeemed within one year from purchase payment (See Note 2).

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         33

Statement of Operations (For the Year Ended July 31, 2005)

INVESTMENT INCOME:
Interest	$	21,482,991
EXPENSES:
Investment advisory fee (Note 2)		2,074,312
Administration fees (Note 2)		918,738
Distribution fees (Notes 2 and 4)		742,147
Transfer agent fees (Notes 2 and 4)		227,223
Legal fees		90,726
Shareholder reports (Note 4)		76,979
Custody		65,661
Audit and tax		34,000
Directors’ fees		28,283
Registration fees		27,218
Insurance		5,866
Miscellaneous expenses		4,016
Total Expenses		4,295,169
Less: Investment advisory fee waiver (Notes 2 and 8)		(79,698	)
Net Expenses		4,215,471
Net Investment Income		17,267,520
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3):
Net Realized Gain (Loss) From:
Investments		1,616,399
Futures contracts		(535,729	)
Foreign currency transactions		1,448,888
Net Realized Gain		2,529,558
Change in Net Unrealized Appreciation/Depreciation From:
Investments		(5,328,410	)
Futures contracts		711,499
Change in Net Unrealized Appreciation/Depreciation		(4,616,911	)
Net Loss on Investments, Futures Contracts and Foreign Currency Transactions		(2,087,353	)
Increase in Net Assets From Operations	$	15,180,167

See Notes to Financial Statements.

34         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Statements of Changes in Net Assets (For the Years Ended July 31,)

	2005			2004
OPERATIONS:
Net investment income	$	17,267,520		$	15,175,291
Net realized gain (loss)		2,529,558			(2,036,210	)
Change in net unrealized appreciation/depreciation		(4,616,911	)		3,346,976
Increase in Net Assets From Operations		15,180,167			16,486,057
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTES 1 AND 5):
Net investment income		(18,955,780	)		(14,193,574	)
Decrease in Net Assets From Distributions to Shareholders		(18,955,780	)		(14,193,574	)
FUND SHARE TRANSACTIONS (NOTE 6):
Net proceeds from sale of shares		456,043,104			50,530,307
Reinvestment of distributions		6,103,458			5,741,360
Cost of shares repurchased		(125,898,734	)		(81,089,479	)
Increase (Decrease) in Net Assets From Fund Share Transactions		336,247,828			(24,817,812	)
Increase (Decrease) in Net Assets		332,472,215			(22,525,329	)
NET ASSETS:
Beginning of year		430,554,231			453,079,560
End of year*	$	763,026,446		$	430,554,231
* Includes undistributed net investment income of:		$1,100,489			$2,001,532

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         35

Financial Highlights

For a share of each class of capital stock outstanding throughout each year ended July 31, unless otherwise noted:

Class A Shares(1)	2005		2004		2003		2002		2001
Net Asset Value, Beginning of Year	$12.57		$12.50		$12.87		$12.56		$12.03
Income (Loss) From Operations:
Net investment income	0.45		0.42		0.37		0.59		0.69
Net realized and unrealized gain (loss)	(0.05	)	0.05		(0.22	)	0.29		0.56
Total Income From Operations	0.40		0.47		0.15		0.88		1.25
Less Distributions From:
Net investment income	(0.48	)	(0.40	)	(0.45	)	(0.57	)	(0.70	)
Return of capital	—		—		(0.07	)	—		(0.02	)
Total Distributions	(0.48	)	(0.40	)	(0.52	)	(0.57	)	(0.72	)
Net Asset Value, End of Year	$12.49		$12.57		$12.50		$12.87		$12.56
Total Return(2)	3.22	%	3.77	%	1.15	%	7.17	%	10.68	%
Net Assets, End of Year (000s)	$186,585		$215,950		$252,312		$277,136		$270,884
Ratios to Average Net Assets:
Gross expenses	1.07	%	1.04	%	1.02	%	1.05	%	1.04	%
Net expenses	1.05	(3)	1.04		1.02		1.05		1.04
Net investment income	3.58		3.34		2.87		4.67		5.58
Portfolio Turnover Rate	169	%(4)	40	%(4)	457	%	335	%	275	%

⁽¹⁾ Per share amounts have been calculated using the average shares method.

⁽²⁾ Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower.

⁽³⁾ The investment adviser voluntarily waived a portion of its fees.

⁽⁴⁾ Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 660% and 855% for the years ended July 31, 2005 and 2004, respectively.

See Notes to Financial Statements.

36         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Financial Highlights (continued)

For a share of each class of capital stock outstanding throughout each year ended July 31, unless otherwise noted:

Class B Shares(1)	2005		2004		2003		2002		2001
Net Asset Value, Beginning of Year	$12.57		$12.51		$12.88		$12.57		$12.03
Income (Loss) From Operations:
Net investment income	0.38		0.35		0.30		0.52		0.62
Net realized and unrealized gain (loss)	(0.04	)	0.04		(0.21	)	0.29		0.57
Total Income From Operations	0.34		0.39		0.09		0.81		1.19
Less Distributions From:
Net investment income	(0.41	)	(0.33	)	(0.39	)	(0.50	)	(0.63	)
Return of capital	—		—		(0.07	)	—		(0.02	)
Total Distributions	(0.41	)	(0.33	)	(0.46	)	(0.50	)	(0.65	)
Net Asset Value, End of Year	$12.50		$12.57		$12.51		$12.88		$12.57
Total Return(2)	2.73	%	3.13	%	0.62	%	6.60	%	10.17	%
Net Assets, End of Year (000s)	$18,163		$24,140		$36,266		$38,431		$30,310
Ratios to Average Net Assets:
Gross expenses	1.64	%	1.57	%	1.53	%	1.56	%	1.54	%
Net expenses	1.62	(3)	1.57		1.53		1.56		1.54
Net investment income	3.02		2.78		2.35		4.13		5.11
Portfolio Turnover Rate	169	%(4)	40	%(4)	457	%	335	%	275	%

⁽¹⁾ Per share amounts have been calculated using the average shares method.

⁽²⁾ Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower.

⁽³⁾ The investment adviser voluntarily waived a portion of its fees.

⁽⁴⁾ Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 660% and 855% for the years ended July 31, 2005 and 2004, respectively.

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         37

Financial Highlights (continued)

For a share of each class of capital stock outstanding throughout each year ended July 31, unless otherwise noted:

Class C Shares(1)(2)	2005		2004		2003		2002		2001
Net Asset Value, Beginning of Year	$ 12.57		$ 12.51		$ 12.88		$ 12.57		$12.03
Income (Loss) From Operations:
Net investment income	0.39		0.35		0.30		0.53		0.62
Net realized and unrealized gain (loss)	(0.04	)	0.04		(0.20	)	0.29		0.58
Total Income From Operations	0.35		0.39		0.10		0.82		1.20
Less Distributions From:
Net investment income	(0.42	)	(0.33	)	(0.40	)	(0.51	)	(0.64	)
Return of capital	—		—		(0.07	)	—		(0.02	)
Total Distributions	(0.42	)	(0.33	)	(0.47	)	(0.51	)	(0.66	)
Net Asset Value, End of Year	$12.50		$12.57		$12.51		$12.88		$12.57
Total Return(3)	2.79	%	3.17	%	0.71	%	6.69	%	10.26	%
Net Assets, End of Year (000s)	$9,238		$11,233		$20,796		$21,740		$6,463
Ratios to Average Net Assets:
Gross expenses	1.56	%	1.52	%	1.50	%	1.46	%	1.46	%
Net expenses	1.54	(4)	1.52		1.50		1.46		1.46
Net investment income	3.09		2.80		2.35		4.17		5.08
Portfolio Turnover Rate	169	%(5)	40	%(5)	457	%	335	%	275	%

⁽¹⁾ Per share amounts have been calculated using the average shares method.

⁽²⁾ On April 29, 2004, Class L shares were renamed as Class C shares.

⁽³⁾ Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower.

⁽⁴⁾ The investment adviser voluntarily waived a portion of its fees.

⁽⁵⁾ Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 660% and 855% for the years ended July 31, 2005 and 2004, respectively.

See Notes to Financial Statements.

38         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Financial Highlights (continued)

For a share of each class of capital stock outstanding throughout each year ended July 31, unless otherwise noted:

Class Y Shares(1)	2005		2004		2003		2002		2001
Net Asset Value, Beginning of Year	$12.56		$12.50		$12.87		$12.56		$12.03
Income (Loss) From Operations:
Net investment income	0.49		0.47		0.41		0.63		0.73
Net realized and unrealized gain (loss)	(0.03	)	0.03		(0.21	)	0.29		0.57
Total Income From Operations	0.46		0.50		0.20		0.92		1.30
Less Distributions From:
Net investment income	(0.52	)	(0.44	)	(0.50	)	(0.61	)	(0.75	)
Return of capital	—		—		(0.07	)	—		(0.02	)
Total Distributions	(0.52	)	(0.44	)	(0.57	)	(0.61	)	(0.77	)
Net Asset Value, End of Year	$12.50		$12.56		$12.50		$12.87		$12.56
Total Return(2)	3.74	%	4.03	%	1.49	%	7.55	%	11.08	%
Net Assets, End of Year (000s)	$549,040		$179,231		$143,706		$125,474		$113,555
Ratios to Average Net Assets:
Gross expenses	0.70	%	0.71	%	0.69	%	0.70	%	0.70	%
Net expenses	0.69	(3)	0.71		0.69		0.70		0.70
Net investment income	3.94		3.72		3.15		5.01		5.91
Portfolio Turnover Rate	169	%(4)	40	%(4)	457	%	335	%	275	%

⁽¹⁾ Per share amounts have been calculated using the average shares method.

⁽²⁾ Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower.

⁽³⁾ The investment adviser voluntarily waived a portion of its fees.

⁽⁴⁾ Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 660% and 855% for the years ended July 31, 2005 and 2004.

See Notes to Financial Statements.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         39

Notes to Financial Statements

1. Organization and Significant Accounting Policies

The Smith Barney Core Plus Bond Fund Inc. (formerly Smith Barney Managed Governments Fund Inc.) (the “Fund”), a Maryland corporation, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end management investment company.

The following are significant accounting policies consistently followed by the Fund. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.

(a) Investment Valuation. Debt securities are valued at the mean between the bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various relationships between securities. Equity securities for which market quotations are available are valued at the last sale price or official closing price on the primary market or exchange on which they trade. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value.

(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian takes possession of the underlying collateral securities, the market value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

(c) Financial Futures Contracts. The Fund may enter into financial futures contracts typically to hedge a portion of the portfolio. Upon entering into a financial futures contract, the Fund is required to deposit cash or securities as initial margin. Additional securities are also segregated up to the current market value of the financial futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the value of the underlying financial instruments. The Fund recognizes an unrealized gain or loss equal to the daily variation margin. When the financial futures contracts are closed, a realized gain or loss is recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts.

The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value

40         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Notes to Financial Statements (continued)

of the underlying instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the original margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

(d) Securities Traded on a To-Be-Announced Basis. The Fund may trade securities on a to-be-announced (“TBA”) basis. In a TBA transaction, the Fund commits to purchasing or selling securities, which have not yet been issued by the issuer and for which specific information is not known, such as the face amount and maturity date and the underlying pool of investments in U.S. government agency mortgage pass-through transactions. Securities purchased on a TBA basis are not settled until they are delivered to the Fund, normally 15 to 45 days later. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These transactions are subject to market fluctuations and their current value is determined in the same manner as for other securities.

(e) Mortgage Dollar Rolls. The Fund enters into dollar rolls in which the Fund sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities to settle on a specified future date. During the roll period, the Fund forgoes principal and interest paid on the securities. The Fund is compensated by a fee paid by the counterparty, often in the form of a drop in the repurchase price of the securities. Dollar rolls are accounted for as financing arrangements; the fee is accrued into interest income ratably over the term of the dollar roll and any gain or loss on the roll is deferred and realized upon disposition of the rolled security.

The risk of entering into a mortgage dollar roll is that the market value of the securities the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Fund’s use of proceeds of the dollar roll may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.

(f) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

(g) Distributions to Shareholders. Distributions from net investment income for the Fund, including returns of capital, if any, are declared and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         41

Notes to Financial Statements (continued)

(h) Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at the date of valuation, resulting from changes in exchange rates.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

(i) Credit and Market Risk. The Fund invests in high yield and emerging market instruments that are subject to certain credit and market risks. The yields of high yield and emerging market debt obligations reflect, among other things, perceived credit risk. The Fund’s investment in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investment in non-dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

(j) Class Accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.

(k) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.

42         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Notes to Financial Statements (continued)

(l) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. During the current year, the following reclassifications were made:

Undistributed Net Investment Income	Accumulated Net Realized Loss
(a)                      $787,217	$(787,217)
(a) Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes and income from mortgage-backed securities treated as capital gains for tax purposes.

2. Investment Advisory Agreement, Administration Agreement and Other Transactions with Affiliates

Smith Barney Fund Management LLC (“SBFM”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), acts as investment advisor to the Fund. The Fund pays SBFM an investment advisory fee which is calculated at an annual rate of 0.45% of the Fund’s average daily net assets up to $1 billion and 0.415% in excess of $1 billion. This fee is calculated daily and paid monthly. Citigroup Asset Management Limited (“CAM Ltd.”), an affiliate of SBFM, serves as sub-adviser to the Fund. SBFM pays CAM Ltd. for its services.

During the year ended July 31, 2005, SBFM voluntarily waived a portion of its investment advisory fees in the amount of $79,698.

SBFM also acts as the Fund’s administrator for which the Fund pays a fee calculated at an annual rate of 0.20% of the Fund’s average daily net assets up to $1 billion and 0.185% of the Fund’s average daily net assets in excess of $1 billion. This fee is calculated daily and paid monthly.

Effective March 18, 2005, the Fund pays an investment advisory fee computed daily and paid monthly at the following annual rates of the Fund’s average daily net assets: 0.45% of the value of the Fund’s average daily net assets up to $500 million and 0.42% of the value of the Fund’s average daily net assets in excess of $500 million. As compensation for administrative services rendered to the Fund, the Fund pays an administration fee computed daily and paid monthly at the following annual rates: 0.20% of the value of the Fund’s average daily net assets up to $500 million and 0.18% of the net assets in excess of $500 million.

Citicorp Trust Bank, fsb. (“CTB”), another subsidiary of Citigroup, acts as the Fund’s transfer agent. PFPC Inc. (“PFPC”), acts as the Fund’s sub-transfer agent. CTB receives account fees and asset-based fees that vary according to the size and type of account. PFPC is responsible for shareholder record-keeping and financial processing for all shareholder accounts and is paid by CTB. During the year ended July 31, 2005, the Fund paid transfer agent fees of $150,321 to CTB. In addition, for the year ended July 31, 2005, the Fund also paid $7,909 to other Citigroup affiliates for shareholder record-keeping services.

Citigroup Global Markets Inc. (“CGMI”) another indirect wholly-owned subsidiary of Citigroup, acts as the Fund’s distributor.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         43

Notes to Financial Statements (continued)

There is a maximum initial sales charge of 4.50% for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 4.50% on Class B shares, which applies if redemption occurs within one year from purchase payment. This CDSC declines by 0.50 % the first year after purchase and thereafter by 1.00% per year until no CDSC is incurred. Class C shares also have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares which, when combined with current holdings of Class A shares, equal or exceed $500,000 in the aggregate. These purchases do not incur an initial sales charge.

For the year ended July 31, 2005, CGMI and its affiliates received sales charges of approximately $31,000 on sales of the Fund’s Class A shares. In addition, for the year ended July 31, 2005, CDSCs paid to CGMI and its affiliates were approximately:

	Class A		Class B
CDSCs	$	6,000	$	58,000

Certain officers and one Director of the Fund are employees of Citigroup or its affiliates and do not receive compensation from the Fund.

3. Investments

During the year ended July 31, 2005, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments and mortgage dollar rolls) and U.S. Government & Agency Obligations were as follows:

	Investments		U.S. Government & Agency Obligations
Purchases	$	304,661,740	$	732,116,737
Sales		76,561,989		663,291,125

At July 31, 2005, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

Gross unrealized appreciation	$	3,169,283
Gross unrealized depreciation		(4,337,390	)
Net unrealized depreciation	$	(1,168,107	)

44         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Notes to Financial Statements (continued)

At July 31, 2005, the Fund had the following open futures contracts:

	Number of Contracts	Expiration Date	Basis Value		Market Value		Unrealized Gain (Loss)
Contracts to Buy:
U.S. Treasury Bonds	143	9/05	$	16,965,010	$	16,489,689	$	(475,321	)
Contracts to Sell:
U.S. Treasury 2 Year Notes	110	9/05		22,857,701		22,713,282		144,419
U.S. Treasury 5 Year Notes	215	9/05		23,408,453		23,048,672		359,781
U.S. Treasury 10 Year Notes	76	9/05		8,619,075		8,434,813		184,262
Net Unrealized Gain on Open Futures Contracts							$	213,141

During the year ended July 31, 2005, the Fund entered into mortgage doll roll transactions in the aggregates amount of $2,158,179,377. For the year ended July 31, 2005, the Fund earned interest income related to such transactions in the amount of $5,357,445.

At July 31, 2005, the Fund had outstanding mortgage dollar rolls with a total cost of $167,947,096 for scheduled settlement of August 11, 2005.

4. Class Specific Expenses

Pursuant to a Distribution Plan, the Fund pays a service fee with respect to its Class A, B and C shares calculated at the annual rate of 0.25% of the average daily net assets of each respective class. The Fund also pays a distribution fee with respect to its Class B and C shares calculated at the annual rate of 0.50% and 0.45% of the average daily net assets of each class, respectively. For the year ended July 31, 2005, total Distribution fees, which are accrued daily and paid monthly, were as follows:

	Distribution Fees
Class A	$	511,374
Class B		158,113
Class C		72,660

For the year ended July 31, 2005, total Transfer Agent fees were as follows:

	Transfer Agent Fees
Class A	$	190,001
Class B		25,965
Class C		11,097
Class Y		160

For the year ended July 31, 2005, total Shareholder Reports expenses were as follows:

	Shareholder Reports
Class A	$	55,125
Class B		14,703
Class C		6,202
Class Y		949

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         45

Notes to Financial Statements (continued)

5. Distributions to Shareholders by Class

	Year Ended July 31, 2005		Year Ended July 31, 2004
Net Investment Income
Class A	$	7,743,863	$	7,330,074
Class B		677,809		744,599
Class C *		340,845		350,086
Class Y		10,193,263		5,768,815
Total	$	18,955,780	$	14,193,574

* On April 29, 2004, Class L shares were renamed as Class C shares.

6. Capital Shares

At July 31, 2005, the Fund had 500 million shares of capital stock authorized with a par value of $0.001 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest in the Fund and has the same rights, except that each class bears certain expenses specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:

	Year Ended July 31, 2005					Year Ended July 31, 2004
	Shares		Amount			Shares		Amount
Class A
Shares sold	423,805		$	5,357,846		722,357		$	9,139,960
Shares issued on reinvestment	420,696			5,305,762		397,195			5,017,936
Shares repurchased	(3,094,826	)		(39,028,222	)	(4,113,078	)		(51,980,805	)
Net Decrease	(2,250,325	)	$	(28,364,614	)	(2,993,526	)	$	(37,822,909	)
Class B
Shares sold	74,768		$	944,764		155,844		$	1,970,890
Shares issued on reinvestment	36,318			458,399		39,002			492,977
Shares repurchased	(577,799	)		(7,292,856	)	(1,173,774	)		(14,833,985	)
Net Decrease	(466,713	)	$	(5,889,693	)	(978,928	)	$	(12,370,118	)
Class C*
Shares sold	90,744		$	1,143,416		129,155		$	1,634,421
Shares issued on reinvestment	17,394			219,524		18,235			230,447
Shares repurchased	(262,543	)		(3,313,669	)	(916,561	)		(11,588,792	)
Net Decrease	(154,405	)	$	(1,950,729	)	(769,171	)	$	(9,723,924	)
Class Y
Shares sold	35,673,107		$	448,597,078		2,983,115		$	37,785,036
Shares issued on reinvestment	9,535			119,773		—			—
Shares repurchased	(6,010,191	)		(76,263,987	)	(212,497	)		(2,685,897	)
Net Increase	29,672,451		$	372,452,864		2,770,618		$	35,099,139

* On April 29, 2004, Class L shares were renamed as Class C shares.

46         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Notes to Financial Statements (continued)

7. Income Tax Information and Distributions to Shareholders

Subsequent to the fiscal year end, the Fund made the following distributions:

Record Date	Payable Date	Class A		Class B		Class C		Class Y
8/23/2005	8/26/2005	$	0.0402	$	0.0341	$	0.0350	$	0.0441

The tax character of distributions paid during the fiscal year ended July 31 were as follows:

	2005		2004
Distributions paid from:
Ordinary Income	$	18,955,780	$	14,193,574

As of July 31, 2005, the components of accumulated earnings on a tax basis were as follows:

Undistributed ordinary income	$	1,119,249
Total undistributed earnings		1,119,249
Capital loss carryforward(*)		(17,449,682	)
Other book/tax temporary differences(a)		(238,955	)
Unrealized appreciation/(depreciation)(b)		(954,966	)
Total Accumulated Losses	$	(17,524,354	)

(*) As of July 31, 2005, the Fund had the following net capital loss carryforward remaining:

Year of Expiration	Amount
7/31/2008	$	(14,113,843	)
7/31/2009		(940,878	)
7/31/2011		(717,985	)
7/31/2012		(1,414,288	)
7/31/2013		(262,688	)
	$	(17,449,682	)

These amounts will be available to offset any future taxable capital gains.

^(a) Other book/tax temporary differences are attributable primarily to the tax deferral of losses on straddles and the realization for tax purposes of unrealized gains on certain futures.

^(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

8. Additional Information

On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against SBFM and CGMI relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Funds”).

The SEC order finds that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGMI knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Funds’ then-existing transfer agent,

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         47

Notes to Financial Statements (continued)

had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI. The order also finds that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGMI do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.

The SEC censured SBFM and CGMI and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan prepared by Citigroup and submitted for approval by the SEC. The order also requires that transfer agency fees received from the Funds since December 1, 2004 less certain expenses be placed in escrow and provides that a portion of such fees may be subsequently distributed in accordance with the terms of the order.

The order requires SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submits a proposal to serve as transfer agent or sub-transfer agent, an independent monitor must be engaged at the expense of SBFM and CGMI to oversee a competitive bidding process. Under the order, Citigroup also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004. That policy, as amended, among other things, requires that when requested by a Fund board, CAM will retain at its own expense an independent consulting expert to advise and assist the board on the selection of certain service providers affiliated with Citigroup.

At this time, there is no certainty as to how the proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Funds.

9. Legal Matters

Beginning in June, 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGMI (the “Distributor”) and a number of its affiliates, including

48         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Notes to Financial Statements (continued)

SBFM and Salomon Brothers Asset Management Inc (the “Advisers”), substantially all of the mutual funds managed by the Advisers, including the Fund (the “Funds”), and directors or trustees of the Funds (collectively, the “Defendants”). The complaints alleged, among other things, that the Distributor created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Advisers caused the Funds to pay excessive brokerage commissions to the Distributor for steering clients towards proprietary funds. The complaints also alleged that the defendants breached their fiduciary duty to the Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Funds’ contracts with the Advisers, recovery of all fees paid to the Advisers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.

On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. While the lawsuit is in its earliest stages, to the extent that the Complaint purports to state causes of action against the Funds, CAM believes the Funds have significant defenses to such allegations, which the Funds intend to vigorously assert in responding to the Complaint.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the Defendants in the future.

As of the date of this report, CAM and the Funds believe that the resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.

10. Other Matters

On June 24, 2005, Citigroup announced that it has signed a definitive agreement under which Citigroup will sell substantially all of its worldwide asset management business to Legg Mason, Inc. (“Legg Mason”).

As part of this transaction, SBFM (the “Adviser”), currently an indirect wholly owned subsidiary of Citigroup, would become an indirect wholly owned subsidiary of Legg Mason. The Adviser is the investment adviser to the Fund.

The transaction is subject to certain regulatory approvals, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Citigroup expects the transaction to be completed later this year.

Under the 1940 Act, consummation of the transaction will result in the automatic termination of the Fund’s investment advisory with the Adviser. Therefore, the Fund’s Board has approved a new investment advisory contract between the Fund and the Adviser to become effective upon the closing of the sale to Legg Mason. The new investment management contract has been presented to the shareholders of the Fund for their approval.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         49

Notes to Financial Statements (continued)

11. Subsequent Event

The Fund has received information from Citigroup Asset Management (“CAM”) concerning Smith Barney Fund Management LLC (“SBFM), an investment advisory company that is part of CAM. The information received from CAM is as follows:

On September 16, 2005, the staff of the Securities and Exchange Commission (the “Commission”) informed SBFM that the staff is considering recommending that the Commission institute administrative proceedings against SBFM for alleged violations of Sections 19(a) and 34(b) of the Investment Company Act (and related Rule 19a-1). The notification is a result of an industry wide inspection undertaken by the Commission and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM.

Although there can be no assurance, SBFM believes that this matter is not likely to have a material adverse effect on the Fund or SBFM’s ability to perform investment advisory services relating to the Fund.

The Commission staff’s recent notification will not affect the sale by Citigroup Inc. of substantially all of CAM’s worldwide business to Legg Mason, Inc., which Citigroup continues to expect will occur in the fourth quarter of this year.

50         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Smith Barney Core Plus Bond Fund Inc.:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Smith Barney Core Plus Bond Fund Inc. (formerly, Smith Barney Managed Governments Fund Inc.) as of July 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2005, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Smith Barney Core Plus Bond Fund Inc. as of July 31, 2005, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

September 23, 2005

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         51

Additional Shareholder Information (unaudited)

Special Shareholder Meeting

On March 11, 2005, a special meeting of the shareholders of the Fund was held for the purpose of voting on the following matters:

1. To approve a change in the investment objective of the Fund.

The results of the vote on Proposal 1 were as follows:

Shares Voted For	Percentage of Shares Voted	Percentage of Outstanding Shares	Shares Voted Against	Percentage of Shares Voted	Percentage of Outstanding Shares	Votes Abstained	Percentage of Shares Voted	Percentage of Outstanding Shares
13,455,042.073	85.34%	48.08%	1,192,956.393	7.57%	4.26%	1,117,029.264	7.09%	3.99%

2. To approve the sub-advisory agreement between SBFM and CAM Ltd. with respect to the Fund.

The results of the vote on Proposal 2 were as follows:

Shares Voted For	Percentage of Shares Voted		Percentage of Outstanding Shares		Shares Voted Against	Percentage of Shares Voted		Percentage of Outstanding Shares		Votes Abstained	Percentage of Shares Voted		Percentage of Outstanding Shares
13,453,461.494	85.34	%	48.08	%	1,112,271.325	7.05	%	4.26	%	1,199,294.911	7.61	%	3.99	%

52         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Board Approval of Management Agreement (unaudited)

Background

At separate meetings of the Fund’s Board of Directors, the Board considered the re-approval for an annual period of the Fund’s Investment Advisory Agreement and Administration Agreement, pursuant to which the Manager provides the Fund with investment advisory and administrative services. The Board members who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “Independent Directors”)) of the Fund were assisted in their review by Fund counsel and independent legal counsel and met with independent legal counsel in executive sessions separate from representatives of the Manager. The Independent Directors requested and received information from the Manager they deemed reasonably necessary for their review of the Agreements and the Manager’s performance. This information was initially reviewed by a special committee of the Independent Directors and then by the full Board. Prior to the Board’s deliberations, Citigroup had announced an agreement to sell the Manager to Legg Mason, which, subject to certain approvals, was expected to be effective later in the year. Consequently, representatives of Legg Mason discussed with the Board Legg Mason’s intentions regarding the preservation and strengthening of the Manager’s business. The Independent Directors also requested certain assurances from senior management of Legg Mason regarding the continuation of the level of services provided to the Fund and its stockholders should the sale of the Manager be consummated.

Board Approval of Management Agreement

In voting to approve the Agreements, the Independent Directors considered whether the approval of the Agreements would be in the best interests of the Fund and its stockholders, an evaluation based on several factors including those discussed below.

Nature, Extent and Quality of the Services provided to the Fund

The Board received a presentation from representatives of the Manager regarding services provided to the Fund and other funds in the CAM fund complex. In addition, the Independent Directors received and considered other information regarding the nature, extent and quality of services provided to Smith Barney Core Plus Bond Fund Inc. (“Core Plus Bond Fund” or “Fund”) by the Manager under the Agreements during the past year. The Board also received a description of the administrative and other services rendered to Core Plus Bond Fund and its shareholders by the Manager. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager about the management of Core Plus Bond Fund’s affairs and the Manager’s role in coordinating the activities of Core Plus Bond Fund’s other service providers. The Board’s evaluation of the services provided by the Manager took into account the Board’s knowledge and familiarity gained as Board members of funds in the CAM fund complex, including the scope and quality of the Manager’s investment management and other capabilities and the quality of its administrative and other services. The Board observed that the scope of services provided by the Manager had expanded over time as a result of regulatory and other developments, including maintaining and monitoring its own and Core Plus Bond Fund’s expanded compliance programs. The Board also considered the Manager’s

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         53

Board Approval of Management Agreement (unaudited) (continued)

response to recent regulatory compliance issues affecting it and the CAM fund complex. The Board reviewed information received from the Manager regarding the implementation to date of Core Plus Bond Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.

The Board reviewed the qualifications, backgrounds and responsibilities of Core Plus Bond Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of Core Plus Bond Fund. The Board noted that CAM Limited provided day-to-day management of the Fund’s assets invested in non-U.S. dollar denominated debt securities of non-U.S. issuers and currency transactions, pursuant to a Subadvisory Agreement with the Manager that was approved by stockholders earlier in the year. The Board also considered the willingness of the Manager to consider and implement organizational changes to improve investment results and the services provided to the CAM fund complex. The Board noted that the Manager’s Office of the Chief Investment Officer, comprised of the senior officers of the investment teams managing the funds in the CAM complex, participates in reporting to the Board on investment matters. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources available to CAM and its parent organization, Citigroup.

The Board also considered the Manager’s brokerage policies and practices, the standards applied in seeking best execution, the Manager’s policies and practices regarding soft dollars, the use of a broker affiliated with the Manager and the existence of quality controls applicable to brokerage allocation procedures. In addition, management also reported to the Board on, among other things, its business plans, recent organizational changes and portfolio manager compensation plan.

The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) under the Agreements by the Manager.

Fund Performance

The Board reviewed the Fund’s performance and compared it to comparable funds and Lipper category averages. Comparative data was prepared by Lipper Inc., an independent provider of investment company data. The information comparing Core Plus Bond Fund’s performance to that of its Performance Universe, consisting of the Fund and all retail and institutional funds classified as “U.S. mortgage funds” by Lipper, showed that Core Plus Bond Fund’s performance for all time periods presented was lower than the median. The Board noted that effective March 18, 2005, the Board approved changes to the Core Plus Bond Fund’s name, investment objective and benchmark and restructured its investment strategy from a U.S. mortgage only fund to an intermediate investment grade bond fund. The Board recognized that the Fund was in a period of transition, making reliance on past performance less significant. Management discussed with the Board its expectation that the changes would provide Fund shareholders with the potential for higher returns over time. The Board also received data comparing the Fund’s performance since the change to its investment objective and policies was implemented to its new benchmark index. The Board noted that the Fund generally performed in line with its benchmark, including its

54         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Board Approval of Management Agreement (unaudited) (continued)

new benchmark during the brief period during which the Fund’s new policies were implemented. Based on their review, the Board generally was satisfied with the Fund’s recent performance as compared to its new benchmark and with the changes to the Fund’s investment objective and policies.

Management Fees and Expense Ratios

The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by Core Plus Bond Fund to the Manager for investment advisory and administrative services in light of the nature, extent and quality of the management services provided by the Manager. The Board also reviewed and considered the fee waiver and/or expense reimbursement arrangements currently in place for Core Plus Bond Fund and considered the actual fee rate (after taking any waivers and reimbursements into account) (the “Actual Management Fee”) and whether the fee waivers and reimbursements could be discontinued. In addition, the Board noted that the compensation paid to the Sub-Adviser is paid by the Manager, not Core Plus Bond Fund.

Additionally, the Board received and considered information comparing Core Plus Bond Fund’s Contractual Management Fee and Actual Management Fee and Core Plus Bond Fund’s overall expenses with those of funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board also reviewed information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of Core Plus Bond Fund including, where applicable, separate accounts. The Manager reviewed with the Board the significant differences in scope of services provided to Core Plus Bond Fund and to these other clients, noting that Core Plus Bond Fund is provided with administrative services, office facilities, fund officers (including Core Plus Bond Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to Core Plus Bond Fund by other fund providers. The Board considered the fee comparisons in light of the differences required to manage these different types of accounts. The Board received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a proposed framework of fees based on asset classes.

Management also discussed with the Board Core Plus Bond Fund’s distribution arrangements. The Board was provided with information concerning revenues received by and certain expenses incurred by Core Plus Bond Fund’s affiliated distributors and how the amounts received by the distributors are paid.

The information comparing Core Plus Bond Fund’s Contractual and Actual Management Fees as well as its actual total expense ratio to its Expense Group, consisting of ten retail front-end load funds (including Core Plus Bond Fund) classified as “US Mortgage funds” by Lipper, showed that Core Plus Bond Fund’s Contractual and Actual Management Fees were within the range of management fees paid by the other funds in the Expense Group but were higher than the median. The Board noted that Core Plus Bond Fund’s actual total expense ratio was within the range of fees paid by the other funds in the Expense Group but was higher than the median.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         55

Board Approval of Management Agreement (unaudited) (continued)

Taking all of the above into consideration, the Board determined that the Management Fee was reasonable in light of the comparative performance and expense information and the nature, extent and quality of the services provided to Core Plus Bond Fund under the Investment Advisory Agreement and the Administration Agreement.

Manager Profitability

The Board received and considered a profitability analysis of the Manager and its affiliates in providing services to Core Plus Bond Fund. The Board also received profitability information with respect to the CAM fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data as well as a report from an outside consultant that had reviewed the Manager’s methodology. It was noted that the profitability percentage for managing the Fund was within ranges determined by appropriate court cases to be reasonable given the services rendered and, given the Fund’s overall performance and generally superior service levels provided. The Board determined that the Manager’s profitability was not excessive in light of the nature, extent and quality of the services provided to Core Plus Bond Fund.

Economies of Scale

The Board received and considered information regarding whether there have been economies of scale with respect to the management of Core Plus Bond Fund, whether the Core Plus Bond Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered whether economies of scale in the provision of services to Core Plus Bond Fund were being passed along to the shareholders. The Board also considered whether alternative fee structures (such as with additional breakpoints at lower asset levels) would be more appropriate or reasonable taking into consideration economies of scale or other efficiencies.

The Board noted that the Fund had not yet reached the specified asset level at which a breakpoint to its Contractual Management Fee rate would be triggered. The Board noted that the Fund’s Contractual Management Fee contains breakpoints and, accordingly, reflects the potential for sharing economies of scale with shareholders as the Fund grows. The Board considered whether the breakpoint fee structure was a reasonable means of sharing economies of scale or other efficiencies that might accrue from increases in the Fund’s asset levels. The Board also noted that as the Fund’s assets increase over time, other economies of scale may be realized as certain expenses, such as fixed Fund fees, become a smaller percentage of overall assets.

The Board determined that, given the current size and characteristics of the Fund, it was difficult to specifically identify any economies of scale that might be realized merely through an increase in the assets of the Fund other than through the Contractual Management Fee breakpoint. The Board noted that it appeared that the benefits of any economies of scale also would be appropriately shared with shareholders through increased investment in fund management and administration resources.

56         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Board Approval of Management Agreement (unaudited) (continued)

Other Benefits to the Manager

The Board considered other benefits received by the Manager and its affiliates as a result of its relationship with Core Plus Bond Fund, including soft dollar arrangements, receipt of brokerage and the opportunity to offer additional products and services to Core Plus Bond Fund shareholders.

In light of the costs of providing investment management and other services to Core Plus Bond Fund and the Manager’s ongoing commitment to Core Plus Bond Fund, the profits and other ancillary benefits that the Manager and its affiliates received were considered reasonable.

Based on their discussions and considerations, including those described above, the Board members approved the Investment Advisory Agreement and the Administration Agreement to continue for another year.

No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Investment Advisory Agreement and Administration Agreement.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         57

Additional Information (unaudited)

Information about Directors and Officers

The business and affairs of the Fund are managed under the direction of the Board of Directors. Information pertaining to the Directors and Officers of the Fund is set forth below. The Statement of Additional Information includes additional information about the Fund Directors and is available, without charge, upon request by calling the Fund’s transfer agent (Citicorp Trust Bank, fsb. at 1-800-451-2010).

Name, Address and Birth Year	Position(s) Held with Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Investment Portfolios in Fund Complex Overseen by Director	Other Board Memberships Held by Director
Non-Interested Directors:
Dwight B. Crane Harvard Business School Soldiers Field Morgan Hall #375 Boston, MA 02163 Birth Year: 1937	Director	Since 1995	Professor — Harvard Business School	48	None
Burt N. Dorsett The Stratford #702 5601 Turtle Bay Drive Naples, FL 34108 Birth Year: 1930	Director	Since 1984	President — Dorsett McCabe Capital Management Inc.; Chief Investment Officer of Leeb Capital Management, Inc. (Since 1999)	25	None
Elliot S. Jaffe The Dress Barn, Inc. Executive Office 30 Dunnigan Drive Suffern, NY 10901 Birth Year: 1926	Director	Since 1985	Chairman of The Dress Barn, Inc.	25	The Dress Barn, Inc.
Stephen E. Kaufman Stephen E. Kaufman PC 277 Park Avenue 47th Floor New York, NY 10172 Birth Year: 1932	Director	Since 1995	Attorney	49	None
Cornelius C. Rose, Jr. P.O. Box 5388 West Lebanon, NH 03784 Birth Year: 1932	Director	Since 1984	Chief Executive Officer — Performance Learning Systems	25	None

58         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Additional Information (unaudited) (continued)

Name, Address and Birth Year	Position(s) Held with Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Investment Portfolios in Fund Complex Overseen by Director	Other Board Memberships Held by Director
Interested Director:
R. Jay Gerken, CFA** Citigroup Asset Management (“CAM”) 399 Park Avenue, 4th Floor New York, NY 10022 Birth Year: 1951	Chairman, President and Chief Executive Officer	Since 2002	Managing Director of Citigroup Global Markets Inc. (“CGM”); Chairman, President and Chief Executive Officer of Smith Barney Fund Management LLC (“SBFM”), and Citi Fund Management Inc. (“CFM”); President and Chief Executive Officer of certain mutual funds associated with Citigroup Inc. (“Citigroup”); Formerly Portfolio Manager of Smith Barney Allocation Series Inc. (from 1996 to 2001) and Smith Barney Growth and Income Fund (from 1996 to 2000); Chairman, President and Chief Executive Officer of Travelers Investment Adviser Inc. (“TIA”) (from 2002 to 2005)	185	None
Officers:
Andrew B. Shoup CAM 125 Broad Street, 11th Floor New York, NY 10004 Birth Year: 1956	Senior Vice President and Chief Administrative Officer	Since 2003	Director of CAM; Senior Vice President and Chief Administrative Officer of mutual funds associated with Citigroup; Treasurer and Chief Financial Officer of certain mutual funds associated with Citigroup; Head of International Funds Administration of CAM (from 2001 to 2003); Director of Global Funds Administration of CAM (from 2000 to 2001); Head of U.S. Citibank Funds Administration of CAM (from 1998 to 2000); formerly Chief Compliance Officer of TIA (from 2002 to 2005)	N/A	N/A

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         59

Additional Information (unaudited) (continued)

Name, Address and Birth Year	Position(s) Held with Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Investment Portfolios in Fund Complex Overseen by Director	Other Board Memberships Held by Director
Kaprel Ozsolak CAM 125 Broad Street, 11th Floor New York, NY 10004 Birth Year: 1965	Chief Financial Officer and Treasurer	Since 2004	Vice President of CGM; Chief Financial Officer and Treasurer of certain mutual funds associated with Citigroup; Controller of certain mutual funds associated with Citigroup (from 2002 to 2004)	N/A	N/A
Roger M. Lavan, CFA CAM 399 Park Avenue, 4th Floor New York, NY 10022 Birth Year: 1963	Vice President and Investment Officer	Since 2002	Managing Director of CGM; Investment Officer of SBFM	N/A	N/A
David Torchia CAM 399 Park Avenue, 4th Floor New York, NY 10022 Birth Year: 1959	Vice President and Investment Officer	Since 2002	Managing Director of CGM; Investment Officer of SBFM	N/A	N/A
David Scott CAM Ltd Citigroup Centre Canada Square, Canary Wharf London E14 5LB United Kingdom Birth Year: 1961	Vice President and Investment Officer	Since 2005	Managing Director of CAM Ltd; Investment Officer of CAM Ltd.	N/A	N/A
Andrew Beagley CAM 399 Park Avenue, 4th Floor New York, NY 10022 Birth Year: 1962	Chief Anti-Money Laundering Compliance Officer Chief Compliance Officer	Since 2002 Since 2004	Director of CGM (since 2000); Director of Compliance, North America, CAM (since 2000); Chief Anti-Money Laundering and Chief Compliance Officer of certain mutual funds associated with Citigroup; Director of Compliance, Europe, the Middle East and Africa, CAM (from 1999 to 2000); Chief Compliance Officer, of SBFM and CFM; formerly Chief Compliance Officer of TIA (from 2002 to 2005)	N/A	N/A

60         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Additional Information (unaudited) (continued)

Name, Address and Birth Year	Position(s) Held with Fund	Term of Office* and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Investment Portfolios in Fund Complex Overseen by Director	Other Board Memberships Held by Director
Robert I. Frenkel CAM 300 First Stamford Place, 4th Floor Stamford, CT 06902 Birth Year: 1954	Secretary and Chief Legal Officer	Since 2003	Managing Director and General Counsel of Global Mutual Funds for CAM and its predecessor (since 1994); Secretary and Chief Legal Officer of mutual funds associated with Citigroup	N/A	N/A

* Each Director and officer serves until his or her respective successor has been duly elected and qualified.

** Mr. Gerken is an “interested person” of the Fund as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of SBFM and certain of its affiliates.

Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report         61

Important Tax Information (unaudited)

The following information is provided with respect to the distributions paid during the taxable year ended July 31, 2005

Record Date:	Monthly
Payable Date:	Monthly
Interest from Federal Obligations	15.29	%

The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.

Please retain this information for your records.

62         Smith Barney Core Plus Bond Fund Inc. 2005 Annual Report

Smith Barney Core Plus Bond Fund Inc.

DIRECTORS Dwight B. Crane Burt N. Dorsett R. Jay Gerken, CFA Chairman Elliot S. Jaffe Stephen E. Kaufman Cornelius C. Rose, Jr. OFFICERS R. Jay Gerken, CFA President and Chief Executive Officer Andrew B. Shoup Senior Vice President and
Chief Administrative Officer Kaprel Ozsolak
Chief Financial Officer
and Treasurer Roger M. Lavan, CFA Vice President and
Investment Officer David Scott Vice President and
Investment Officer David Torchia Vice President and
Investment Officer OFFICERS (continued) Andrew Beagley Chief Anti-Money Laundering Compliance Officer and
Chief Compliance Officer Robert I. Frenkel Secretary and Chief Legal Officer INVESTMENT ADVISER AND ADMINISTRATOR Smith Barney Fund
Management LLC SUB-ADVISER Citigroup Asset Management Ltd. DISTRIBUTOR Citigroup Global Markets Inc. CUSTODIAN State Street Bank and Trust Company TRANSFER AGENT Citicorp Trust Bank, fsb. 125 Broad Street, 11th Floor New York, New York 10004 SUB-TRANSFER AGENT PFPC Inc. P.O. Box 9699 Providence, Rhode Island 02940-9699

This report is submitted for the general information of shareholders of Smith Barney Core Plus Bond Fund, but it may also be used as sales literature when preceeded by the current prospectus.

This report must be preceded or accompanied by a free prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.

www.citigroupam.com

©2005 Citigroup Global Markets Inc.

Member NASD, SIPC

FD01181 09/05 05-9097

Smith Barney Core Plus Bond Fund Inc.

SMITH BARNEY CORE PLUS BOND FUND INC.

Smith Barney Mutual Funds

125 Broad Street

10th Floor, MF-2

New York, New York 10004

The Fund files its complete schedule of portfolio holdings with Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010.

Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.citigroupam.com and (3) on the SEC’s website at www.sec.gov.

ITEM 2. CODE OF ETHICS.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Directors of the registrant has determined that Dwight B. Crane, a member of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Crane as the Audit Committee’s financial expert. Mr. Crane is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending July 31, 2004 and July 31, 2005 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $32,000 in 2004 and $32,000 in 2005.

b) Audit-Related Fees. There were no fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4.

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Smith Barney Core Plus Bond Fund (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to May 6, 2003 services provided by the Auditor were not required to be pre-approved).

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $2,100 in 2004 and $2,000 in 2005. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Smith Barney Core Plus Bond Fund.

All Other Fees. There were no other non-audit services rendered by the Auditor to Smith Barney Fund Management LLC (“SBFM”), and any entity controlling, controlled by or under common control with SBFM that provided ongoing services to Smith Barney Core Plus Bond Fund requiring pre-approval by the Audit Committee in the Reporting Period.

(e) Audit Committee’s pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc. or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such

permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.

(2) For the Smith Barney Core Plus Bond Fund, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for 2004 and 2005; Tax Fees were 100% and 100% for 2004 and 2005; and Other Fees were 100% and 100% for 2004 and 2005.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Smith Barney Core Plus Bond Fund and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Smith Barney Core Plus Bond Fund during the reporting period were $0 in 2005 for fees related to the transfer agent matter as fully described in the notes the financial statements titled “additional information” and $75,000 for 2004.

(h) Yes. The Smith Barney Core Plus Bond Fund’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Smith Barney Core Plus Bond Fund or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS

Not applicable

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. [RESERVED]

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a) Code of Ethics attached hereto.

Exhibit 99.CODE ETH

(b) Attached hereto.

Exhibit 99.CERT	Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 99.906CERT	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Smith Barney Core Plus Bond Fund Inc.
By:	/s/ R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer of
	Smith Barney Core Plus Bond Fund Inc.
Date:	October 7, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer of
	Smith Barney Core Plus Bond Fund Inc.
Date:	October 7, 2005

By:	/s/ Kaprel Ozsolak
	Kaprel Ozsolak
	Chief Financial Officer of
	Smith Barney Core Plus Bond Fund Inc.
Date:	October 7, 2005

EX-99.CODE

EX 99.CODE ETH

SARBANES-OXLEY ACT CODE OF ETHICS

FOR PRINCIPAL EXECUTIVE AND

SENIOR FINANCIAL OFFICERS OF CAM/U.S. REGISTERED INVESTMENT COMPANIES

I. Covered Officers/Purpose of the Code

This code of ethics (the “Code”) for Citigroup Asset Management’s (“CAM’s”) U. S. registered proprietary investment companies (collectively, “Funds” and each a, “Company”) applies to each Company’s Chief Executive Officer, Chief Administrative Officer, Chief Financial Officer and Controller (the “Covered Officers”) for the purpose of promoting:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

• compliance with applicable laws and governmental rules and regulations;

• the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

• accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Administration of Code

The Regional Director of CAM Compliance, North America (“Compliance Officer”) is responsible for administration of this Code, including granting pre-approvals (see Section III below) and waivers (as described in Section VI below), applying this Code in specific situations in which questions are presented under it and interpreting this Code in any particular situation.

III. Covered Officers Should Ethically Handle Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as “affiliated persons” of the Company. The compliance programs and procedures of the Company and its investment adviser are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code (see Section VII below).

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and a Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of a Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Boards of Directors\Trustees (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

*             *             *             *

Each Covered Officer must:

• not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting ( e.g. through fraudulent accounting practices) by the Company whereby the Covered Officer¹ would benefit personally to the detriment of the Company; or

• not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than for the benefit of the Company; and

• not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market affect of such transactions.

• There are some potential conflict of interest situations that should always be discussed with the Compliance Officer, if material. Examples are as follows:

(1) service as a director on the board of any public or private company;

(2) any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its investment adviser,

(3) a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership; and

(4) the receipt of any gifts or the conveyance of any value (including entertainment ) from any company with which the Company has current or prospective business dealings, except:

(a) any non-cash gifts of nominal value (nominal value is less than $100); and

(b) customary and reasonable meals and entertainment at which the giver is present, such as the occasional business meal or sporting event.

IV. Disclosure and Compliance

Each Covered Officer:

• should be familiar with his or her responsibilities in connection with the disclosure requirements generally applicable to the Company;

¹ Any activity or relationship that would present a conflict for a Covered Officer would also present a conflict for the Covered Officer if a member of a Covered Officer’s family (spouse, minor children and any account over which a Covered Officer is deemed to have beneficial interest) engages in such an activity or has such a relationship.

• should not knowingly misrepresent, or knowingly cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s directors and auditors, and to governmental regulators and self-regulatory organizations;

• should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the investment adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

• is responsible to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

V. Reporting and Accountability

Each Covered Officer must:

• upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that the Covered Officer has received, read, and understands the Code;

• annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;

• annually disclose affiliations and other relationships related to conflicts of interest;

• not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and

• notify the Compliance Officer promptly if he knows of any violation of this Code (failure to do so is itself a violation of this Code).

In rendering decisions and interpretations and in conducting investigations of potential violations under the Code, the Compliance Officer may, at his discretion, consult with such persons as he determines to be appropriate, including, but not limited to, a senior legal officer of the Company or its investment adviser or its affiliates, independent auditors or other consultants, subject to any requirement to seek pre-approval from the Company’s audit committee for the retention of independent auditors to perform permissible non-audit services. The Funds will follow these procedures in investigating and enforcing the Code:

• the Compliance Officer will take all appropriate action to investigate any potential violation of which he becomes aware;

• if, after investigation the Compliance Officer believes that no violation has occurred, the Compliance Officer is not required to take any further action;

• any matter that the Compliance Officer believes is a violation will be reported to the Directors of the Fund who are not “interested persons” as defined in the Investment Company Act the (“Non-interested Directors”)

• if the Non-interested Directors of the Board concur that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; and

• any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules

The Compliance Officer shall submit an annual report to the Board describing any waivers granted.

VI. Waivers²

A Covered Officer may request a waiver of any of the provisions of the Code by submitting a written request for such waiver to the Compliance Officer, setting forth the basis of such request and explaining how the waiver would be consistent with the standards of conduct described herein. The Compliance Officer shall review such request and make a determination thereon in writing, which shall be binding.

In determining whether to waive any provisions of this Code, the Compliance Officer shall consider whether the proposed waiver is consistent with honest and ethical conduct and other purposes of this Code.

VII. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ investment advisers, principal underwriters, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The codes of ethics of the funds and the investment advisers and principal underwriters under Rule 17j-1 of the Investment Company Act and the Citigroup Code of Conduct and Citigroup Statement of Business Practices as well as other policies of the Fund’s investment advisers or their affiliates are separate requirements applying to the Covered Officers and others, and are not part of this Code.

² For purposes of this Code, Item 2 of Form N-CSR defines “waiver” as “the approval by a Company of a material departure from a provision of the Code” and includes an “implicit waiver,” which means a Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company.

VIII. Amendments

Any amendments to this Code, other than amendments to Exhibits A, B and C must be approved or ratified by a majority vote of the Board, including a majority of Non-interested Directors.

IX. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and Company and their respective counsel, counsel to the non-Interested Directors or independent auditors or other consultants referred to in Section V above.

X. Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion.

EX-99.CERT

CERTIFICATIONS PURSUANT TO SECTION 302

EX-99.CERT

CERTIFICATIONS

I, R. Jay Gerken, certify that:

1. I have reviewed this report on Form N-CSR of Smith Barney Core Plus Bond Fund Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 7, 2005	/s/ R. Jay Gerken
		R. Jay Gerken
		Chief Executive Officer

I, Kaprel Ozsolak, certify that:

1. I have reviewed this report on Form N-CSR of Smith Barney Core Plus Bond Fund Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 7, 2005	/s/ Kaprel Ozsolak
		Kaprel Ozsolak
		Chief Financial Officer

EX-99.906CT

CERTIFICATIONS PURSUANT TO SECTION 906

EX-99.906CERT

CERTIFICATION

R. Jay Gerken, Chief Executive Officer, and Kaprel Ozsolak, Chief Financial Officer of Smith Barney Core Plus Bond Fund Inc. (the “Registrant”), each certify to the best of his knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended July 31, 2005 (the “Form N-CSR”) fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Chief Executive Officer Smith Barney Core Plus Bond Fund Inc.	Chief Financial Officer Smith Barney Core Plus Bond Fund Inc.
/s/ R. Jay Gerken	/s/ Kaprel Ozsolak
R. Jay Gerken	Kaprel Ozsolak
Date: October 7, 2005	Date: October 7, 2005

This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.