As filed with the Securities and Exchange Commission on April 26,
2000

Securities Act Registration No.  2-51301
Investment Company Act Registration No.	811-2490

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[   ]  Pre-Effective Amendment No.

[X]    Post-Effective Amendment  No.     53

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940,
Amendment No.     53

SMITH BARNEY MONEY FUNDS, INC.
(a Maryland Corporation)
(Exact name of Registrant as Specified in Charter)

388 Greenwich Street, New York, New York  10013
(Address of Principal Executive Offices)  (Zip Code)

(212) 816-6474
(Registrant's Telephone Number, including Area Code:)

Christina T. Sydor, Secretary
388 Greenwich Street
New York, New York  10013
(Name and Address of Agent For Service)

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:


[     ]	Immediately upon filing pursuant to Rule 485(b)
[XX]	On April 28, 2000 pursuant to Rule 485(b)
[     ]	60 days after filing pursuant to paragraph (a)(1) of
Rule 485
[     ]	On (date) pursuant to paragraph (a)(1) of Rule 485
[     ]	75 days after filing pursuant to paragraph (a)(2) of
Rule 485
[     ]	On (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[    ]	This post-effective amendment designates a new
effective date for a
	previously filed post-effective amendment.





PART A:	Prospectus

<PAGE>

     [LOGO] SMITH BARNEY
            MUTUAL FUNDS





        PROSPECTUS




        MONEY MARKET
        FUNDS


        Retirement Portfolio
        Class A Shares

        Cash Portfolio
        Government Portfolio
        Class A, L and Y Shares
        ----------------------------------------------------------------------
        April 28, 2000



        The Securities and Exchange Commission has not approved or disapproved
        these securities or determined whether this prospectus is accurate or
        complete. Any Statement to the contrary is a crime.



<PAGE>

Money Market Funds

 Contents
<TABLE>
<S>                                                                          <C>
Investments, risks and performance..........................................   2

Management..................................................................   8

Choosing a class of shares to buy...........................................   9

Comparing the funds' classes................................................  10

Deferred sales charges......................................................  11

Buying shares...............................................................  12

Exchanging shares...........................................................  13

Redeeming shares............................................................  14

Other things to know
about share transactions....................................................  16

Salomon Smith Barney
Retirement Programs.........................................................  18

Dividends, distributions and taxes..........................................  19

Share price.................................................................  20

Financial highlights........................................................  21
</TABLE>
You should know: An investment in a fund is not a bank deposit and is not
insured or guaranteed by the FDIC or any other government agency. There is no
assurance that each fund will be able to maintain a stable net asset value of
$1.00 per share.

                                                       Smith Barney Mutual Funds

                                                                              1
<PAGE>


 Investments, risks and performance

Investment objectives
Each fund seeks maximum current income and preservation of capital.

Principal investment strategies

Key investments

Government Portfolio The fund invests exclusively in U.S. government obliga-
tions, including mortgage-backed securities and related repurchase agreements.

Cash Portfolio and Retirement Portfolio Each fund invests in high quality, U.S.
dollar denominated short term debt securities. These may include obligations
issued by U.S. and foreign banks, the U.S. government, its agencies or instru-
mentalities, U.S. states and municipalities and U.S. and foreign corporate
issuers. Each fund will invest at least 25% of its assets in obligations of
domestic and foreign banks. Either the principal amount of each obligation must
be fully insured by the FDIC or the issuing bank must have more than $100 mil-
lion of working capital or more than $1 billion of total assets.

Cash Portfolio and Retirement Portfolio may invest in all types of money market
securities including commercial paper, certificates of deposit, bankers'
acceptances, mortgage-backed and asset-backed securities, repurchase agreements
and other short term debt securities. The funds limit foreign investments to
issuers located in major industrialized countries.

Minimum credit quality Cash Portfolio and Retirement Portfolio invest in com-
mercial paper and other short-term obligations rated by a nationally recognized
rating organization in the highest short term rating category, or if unrated,
of equivalent quality, and in other corporate obligations and municipal obliga-
tions rated in the two highest rating categories, or if unrated, of equivalent
quality. Government Portfolio invests exclusively in securities rated in the
highest short-term rating category, or if unrated, of equivalent quality.

Maximum maturity Each fund invests exclusively in securities having remaining
maturities of 397 days or less. Each fund maintains a dollar-weighted average
portfolio maturity of 90 days or less.

Selection process In selecting investments for the funds, the manager looks
for:

 . The best relative values based on an analysis of yield, price, interest rate
  sensitivity and credit quality
 . Issuers offering minimal credit risk
 . Maturities consistent with the manager's outlook for interest rates

Money Market Funds

 2
<PAGE>


All investments involve some degree of risk. However, each fund is a "money
market fund" and, as such, seeks income by investing in short-term debt securi-
ties that meet strict standards established by the Board of Directors based on
special rules for money market funds adopted under federal law.

Principal risks of investing in the funds
Although the funds seek to preserve the value of your investment at $1 per
share, it is possible to lose money by investing in the funds, or the funds
could underperform other short term debt instruments or money market funds if:

 . Interest rates rise sharply.
 . An issuer or guarantor of the funds' securities defaults, or has its credit
  rating downgraded.
 . The manager's judgment about the value or credit quality of a particular
  security proves to be incorrect.

Cash Portfolio and Retirement Portfolio each invests at least 25% of its assets
in obligations of domestic and foreign banks and, as a result, is more suscep-
tible to events affecting the banking industry. The value of the funds' foreign
securities may go down because of unfavorable government actions or political
instability.

Who may want to invest The funds may be an appropriate investment if you:

 . Are seeking current income
 . Are looking for an investment with lower risk than most other types of funds
 . Are looking to allocate a portion of your assets to money market securities

                                                       Smith Barney Mutual Funds

                                                                              3
<PAGE>


Risk return bar charts
The bar charts indicate the risks of investing in the funds by showing changes
in the funds' performance from year to year. Past performance does not neces-
sarily indicate how a fund will perform in the future.

The bar chart shows the performance of the fund's Class A shares for each of
the past 10 calendar years. Class L and Y shares have different performance
because of their different expenses.

                        Total Return for Class A Shares

                                 Cash Portfolio

                                    [GRAPH]

 7.87%   5.66%   3.31%   2.63%   3.73%   5.53%   4.98%   5.12%   5.07%   4.73%
------------------------------------------------------------------------------
 1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

                       Calendar years ended December 31

Quarterly returns:

Highest: 1.95% in 2nd quarter 1990; Lowest: 0.64% in 2nd quarter 1993

The bar chart shows the performance of the fund's Class A shares for each of
the past 10 calendar years. Class L and Y shares have different performance
because of their different expenses.

                        Total Return for Class A Shares

                              Government Portfolio

                                    [GRAPH]

 7.72%   5.57%   3.32%   2.55%   3.63%   5.45%   4.89%   5.04%   5.00%   4.60%
------------------------------------------------------------------------------
 1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

                       Calendar years ended December 31

Quarterly returns:

Highest: 1.89% in 1st quarter 1990; Lowest: 0.63% in 2nd quarter 1993

The bar chart shows the performance of the fund's Class A shares for each of
the past 10 calendar years.

                        Total Return for Class A Shares

                              Retirement Portfolio

                                    [GRAPH]

 7.83%   5.58%   3.26%   2.58%   3.67%   5.42%   4.86%   5.03%   5.04%   4.65%
------------------------------------------------------------------------------
 1990    1991    1992    1993    1994    1995    1996    1997    1998    1999

                       Calendar years ended December 31

Quarterly returns:

Highest: 1.58% in 1st quarter 1990; Lowest: 0.63% in 2nd quarter 1993

Money Market Funds

 4
<PAGE>


Risk return table

The table indicates the risks of investing in the funds by comparing the aver-
age annual total return of each class of the funds for the periods shown with
that of the 90 day Treasury bill. This table assumes redemption of shares at
the end of the period and reinvestment of distributions and dividends.

                       Average Annual Total Returns

                  Calendar years ended December 31, 1999
<TABLE>
<CAPTION>
 Fund            1 year 5 years 10 years Since Inception Inception Date
 <S>             <C>    <C>     <C>      <C>             <C>
 Cash Portfolio
 Class A         4.73%   5.09%    4.85%        N/A           5/28/74
 Class L         4.78%   5.12%     N/A        5.09%         11/10/94
 Class Y         4.94%   5.23%     N/A        5.23%         12/29/94
 90 day T-bill   4.74%   5.11%    4.95%        N/A               (3)
 Government Portfolio
 Class A         4.60%   4.99%    4.74%        N/A           5/28/74
 Class L(/1/)    4.63%   4.97%     N/A        4.53%           3/5/93
 Class Y(/2/)    4.78%   5.09%     N/A        5.11%         10/28/93
 90 day T-bill   4.74%   5.11%    4.95%        N/A               (3)
 Retirement Portfolio
 Class A         4.65%   5.00%    4.75%        N/A           5/28/74
 90 day T-bill   4.74%   5.11%    4.95%        N/A               (3)
</TABLE>

(/1/) Represents previously issued Class B shares which were renamed Class C
      shares on November 7, 1994 and renamed Class L shares on June 12, 1998.
(/2/) Represents previously issued Class C shares which were renamed Class Y
      shares on November 7, 1994.

(/3/) Index comparison begins on December 31, 1989.

                    7 day yield as of December 31, 1999

<TABLE>
<CAPTION>
                                                               Retirement
                   Cash Portfolio       Government Portfolio   Portfolio
               Class A Class L Class Y Class A Class L Class Y  Class A
 <S>           <C>     <C>     <C>     <C>     <C>     <C>     <C>
 7 day yield    5.18%   5.23%   5.39%   4.92%   4.94%   5.08%    5.21%
</TABLE>

                                                       Smith Barney Mutual Funds

                                                                              5
<PAGE>


Fee table
This table sets forth the fees and expenses you will pay if you invest in the
funds' shares.

                                Shareholder fees
<TABLE>
<CAPTION>
                                                      Cash Portfolio and
                                      All Funds    Government Portfolio only
(fees paid directly from your
investment)                            Class A       Class L        Class Y
<S>                                   <C>          <C>            <C>
Maximum sales charge (load) imposed
on purchases (as a % of offering
price)                                  None                None           None
Maximum deferred sales charge (load)
(as a % of the lower of net asset
value at purchase or redemption)        None(/1/)           None           None
</TABLE>

                         Annual fund operating expenses
<TABLE>
<CAPTION>
                                                                          Retirement
(expenses deducted from       Cash Portfolio       Government Portfolio   Portfolio
fund assets)              Class A Class L Class Y Class A Class L Class Y  Class A
<S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>
Management fee             0.38%   0.38%   0.38%   0.42%   0.42%   0.42%     0.42%
Distribution and service
(12b-1) fee                0.10    0.10     N/A    0.10    0.10     N/A      0.10
Other expenses             0.14    0.09    0.04    0.09    0.07    0.03      0.19
                           ----    ----    ----    ----    ----    ----      ----
Total annual fund
operating expenses(/2/)    0.62%   0.57%   0.42%   0.61%   0.59%   0.45%     0.71%
</TABLE>

(/1/) Class A shares exchanged from another Smith Barney fund subject to a
      deferred sales charge remain subject to the original fund's deferred
      sales charge while held in the funds.
(/2/) Because the manager has voluntarily agreed to limit total annual fund
      operating expenses to 0.70% of the fund's average daily net assets,
      actual expenses were:

<TABLE>
<CAPTION>
                                                                    Retirement
                        Cash Portfolio       Government Portfolio   Portfolio
                    Class A Class L Class Y Class A Class L Class Y  Class A
<S>                 <C>     <C>     <C>     <C>     <C>     <C>     <C>
Management fee       0.38%   0.38%   0.38%   0.42%   0.42%   0.42%    0.41%
Total annual fund
operating expenses   0.62%   0.57%   0.42%   0.61%   0.59%   0.45%    0.69%
</TABLE>

The manager may change or eliminate these expense limits at any time on four-
teen days prior notice to shareholders.

Money Market Funds

 6
<PAGE>


Example
This example helps you compare the costs of investing in the funds with the
costs of investing in other mutual funds. Your actual costs may be higher or
lower. The example assumes:

 . You invest $10,000 in the fund for the period shown
 . Your investment has a 5% return each year
 . You reinvest all distributions and dividends without a sales charge

 . Redemption of all your shares at the end of the period

 .Each fund's operating expenses remain the same

                      Number of years you own your shares
<TABLE>
<CAPTION>
                      1 year 3 years 5 years 10 years
<S>                   <C>    <C>     <C>     <C>
Cash Portfolio
 Class A               $64    $202    $351     $786
 Class L               $60    $189    $329     $738
 Class Y               $43    $135    $235     $530
Government Portfolio
 Class A               $61    $192    $335     $750
 Class L               $60    $189    $329     $738
 Class Y               $49    $154    $269     $604
Retirement Portfolio
 Class A               $72    $224    $390     $871
</TABLE>

                                                       Smith Barney Mutual Funds

                                                                              7
<PAGE>

 Management

Manager The funds' investment manager is SSB Citi Fund Management LLC (SSB
Citi) (successor to SSBC Fund Management Inc.), an affiliate of Salomon Smith
Barney Inc. The manager's address is 388 Greenwich Street, New York, New York
10013. The manager selects the funds' investments and oversees their opera-
tions. The manager and Salomon Smith Barney are subsidiaries of Citigroup Inc.
Citigroup businesses produce a broad range of financial services--asset manage-
ment, banking and consumer finance, credit and charge cards, insurance, invest-
ments, investment banking and trading--and use diverse channels to make them
available to consumer and corporate customers around the world.

Management fee For its services, the manager received a fee during the fund's
last fiscal year equal to the amount shown below:

<TABLE>
<CAPTION>
                      Management fee as a percentage of
Fund                  the fund's average daily net assets
<S>                   <C>
Cash Portfolio                       0.38%
Government Portfolio                 0.42%
Retirement Portfolio                 0.41%
</TABLE>

Distributor The fund has entered into an agreement with CFBDS, Inc. to distrib-
ute the fund's shares. A selling group consisting of Salomon Smith Barney and
other broker-dealers sells fund shares to the public.

Distribution plan Each fund has adopted a Rule 12b-1 distribution plan for its
Class A and, if applicable, Class L shares. Under the plan, the fund pays serv-
ice fees. These fees are an ongoing expense and, over time, may cost you more
than other types of sales charges.

Transfer agent and shareholder servicing agent Citi Fiduciary Trust Company
serves as the fund's transfer agent and shareholder servicing agent (the
"transfer agent"). Pursuant to a sub-transfer agency and services agreement
with the transfer agent, PFPC Global Fund Services serves as the fund's sub-
transfer agent (the "sub-transfer agent") to render certain shareholder record
keeping and accounting services and functions.

Money Market Funds

 8
<PAGE>

 Choosing a class of shares to buy

Retirement Portfolio is available only through qualified retirement plans and
offers only Class A shares. For Cash Portfolio and Government Portfolio, you
can choose between two classes of shares: Classes A and Y. Class L shares are
available only to participating plans opened prior to June 21, 1996 (described
on page 18). Each class has different expenses, allowing you to choose the
class that best meets your needs.

You may buy shares from:

 . A Salomon Smith Barney Financial Consultant
 . An investment dealer in the selling group or a broker that clears through
  Salomon Smith Barney--a dealer representative
 . Each fund, but only if you are investing through certain qualified plans or
  certain dealer representatives

Investment minimums--Cash Portfolio and Government Portfolio Minimum initial
and additional investment amounts vary depending on the class of shares you buy
and the nature of your investment account.

<TABLE>
<CAPTION>
                                                     Initial        Additional
                                               Class A    Class Y   All Classes
<S>                                            <C>      <C>         <C>
General                                         $1,000  $15 million     $50
IRAs, Self Employed Retirement Plans, Uniform
Gift to Minor Accounts                           $250   $15 million     $50
Qualified Retirement Plans*                      $25    $15 million     $25
Salomon Smith Barney Sweep Features            variable     n/a      variable
Simple IRAs                                       $1        n/a         $1
Monthly Systematic Investment Plans              $25        n/a         $25
Quarterly Systematic Investment Plans            $50        n/a         $50
</TABLE>

* Qualified Retirement Plans are retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Internal Revenue Code, including 401(k)
plans

Investment minimums--Retirement Portfolio The minimum initial investment is
$200; each additional investment must be $1 or more.

                                                       Smith Barney Mutual Funds

                                                                              9
<PAGE>

Salomon Smith Barney brokerage accounts
If you maintain certain types of securities brokerage accounts with Salomon
Smith Barney, you may request that your free credit balances (i.e., immediately
available funds) be invested automatically in Class A shares of a designated
money market fund either daily or weekly. A complete record of fund dividends,
purchases and redemptions will be included on your regular Salomon Smith Barney
brokerage statement. In addition to this sweep service, shareholders of Salomon
Smith Barney FMA PLUSSM accounts may also take advantage of: a free IRA, free
dividend reinvestment, unlimited checking, 100 free ATM withdrawals each year,
gain/loss analysis and online computer access to account information. Contact
your Salomon Smith Barney Financial Consultant for more complete information.

 Comparing the funds' classes

Your Salomon Smith Barney Financial Consultant or dealer representative can
help you decide which class meets your goals. They may receive different com-
pensation depending upon which class you choose.

<TABLE>
<CAPTION>
                              Class A      Class L       Class Y
                            all funds   for the Cash Portfolio and
                                        Government Portfolio only
<S>                         <C>         <C>           <C>
Key features                 .Higher     .Higher       .Must invest
                             annual      annual        at least $15
                             expenses    expenses      million
                             than Class  than Class Y  .Lower
                             Y                         annual
                                                       expenses
                                                       than either
                                                       Class A or
                                                       Class L
-------------------------------------------------------------------
Initial sales charge(/1/)   None        None          None
-------------------------------------------------------------------
Deferred sales charge(/2/)  None        None          None
-------------------------------------------------------------------
Annual service fees         0.10% of    0.10% of      None
                            average     average daily
                            daily net   net assets
                            assets
-------------------------------------------------------------------
Exchange privilege(/3/)     Class A     Class L       Class Y
                            shares of   shares of     shares of
                            most Smith  most Smith    most Smith
                            Barney      Barney funds  Barney funds
                            funds
-------------------------------------------------------------------
</TABLE>
(/1/) Initial sales charges may apply if you exchange shares of the funds for
      shares of another Smith Barney fund.
(/2/) Shares exchanged from another Smith Barney fund subject to a deferred
      sales charge remain subject to the original fund's deferred sales charge
      while held in the funds.
(/3/) Ask your Salomon Smith Barney Financial Consultant or dealer representa-
      tive or visit the web site for the Smith Barney funds available for
      exchange.

Money Market Funds

10
<PAGE>


Class Y shares
You may buy Class Y shares of Cash Portfolio or Government Portfolio at net
asset value with no initial sales charge. To purchase Class Y shares, you must
meet the $15,000,000 initial investment requirement. You can use a letter of
intent to meet this requirement by buying Class Y shares of a fund over a 13-
month period. To qualify, you must initially invest $5,000,000.

 Deferred sales charges

If Class A shares of the Cash Portfolio or Government Portfolio are acquired by
exchange from another Smith Barney fund subject to a deferred sales charge the
original deferred sales charge will apply to these shares. If you redeem any of
these shares within 12 months of the date you purchased shares of the original
fund, the funds' shares may be subject to a deferred sales charge of 1.00%.

The deferred sales charge is based on the net asset value at the time of pur-
chase or redemption, whichever is less, and therefore you do not pay a sales
charge on amounts representing appreciation or depreciation.

You do not pay a deferred sales charge on:

 . Shares exchanged for shares of another Smith Barney fund
 . Shares that represent reinvested distributions and dividends
 . Shares that are no longer subject to the deferred sales charge

Each time you place a request to redeem shares that were acquired by exchange
from another Smith Barney fund subject to a deferred sales charge, the fund
will first redeem any shares in your account that are not subject to a deferred
sales charge and then the shares in your account that have been held the long-
est.

If you redeemed shares of a Smith Barney fund in the past 60 days and paid a
deferred sales charge, you may buy shares of the fund at the current net asset
value and be credited with the amount of the deferred sales charge, if you
notify your Salomon Smith Barney Financial Consultant or dealer representative.

Salomon Smith Barney receives deferred sales charges as partial compensation
for its expenses in selling shares, including the payment of compensation to
your Salomon Smith Barney Financial Consultant or dealer representative.

                                                       Smith Barney Mutual Funds

                                                                              11
<PAGE>


Deferred sales charge waivers
The deferred sales charge for each share class will generally be waived:

 . On certain distributions from a retirement plan
 . For involuntary redemptions of small account balances
 . For 12 months following the death or disability of a shareholder

If you want to learn more about additional waivers of deferred sales charges,
contact your Salomon Smith Barney Financial Consultant or dealer representative
or consult the Statement of Additional Information ("SAI").

 Buying shares

     Through a   You should contact your Salomon Smith Barney Financial Con-
 Salomon Smith   sultant or dealer representative to open a brokerage account
        Barney   and make arrangements to buy shares.
     Financial
 Consultant or   If you do not provide the following information, your order
        dealer   will be rejected
representative
                 . Specific fund being bought
                 . Class of shares being bought

                 . Dollar amount or number of shares being bought

                 You should pay for your shares through your brokerage account
                 at the time you place your order. Salomon Smith Barney or
                 your dealer representative may charge an annual account main-
                 tenance fee.
--------------------------------------------------------------------------------
                 Qualified retirement plans and certain other investors who
   Through the   are clients of the selling group are eligible to buy shares
   fund's sub-   directly from the fund.
      transfer
    agent

                 . Write the sub-transfer agent at the following address:
                      Smith Barney Money Funds
                      (Specify Portfolio and Class of Shares)

                      c/o PFPC Global Fund Services

                      P.O. Box 9699

                      Providence, RI 02940-9699

                 . Enclose a check made payable to the fund to pay for the
                   shares. For initial purchases, complete and send an account
                   application.

                 . For more information, call the transfer agent at 1-800-451-
                   2010.

                  For more information, contact your Salomon Smith Barney
                  Financial Consultant, dealer representative or the transfer
                  agent or consult the SAI.


Money Market Funds

12
<PAGE>




 Exchanging shares

  Smith Barney
      offers a   You should contact your Salomon Smith Barney Financial Con-
   distinctive   sultant or dealer representative to exchange into other Smith
     family of   Barney funds. Be sure to read the prospectus of the Smith
         funds   Barney fund you are exchanging into. An exchange is a taxable
   tailored to   transaction.
 help meet the
 varying needs   . You may exchange shares only for shares of the same class
 of both large     of another Smith Barney fund. Not all Smith Barney funds
     and small     offer all classes.
     investors   . Not all Smith Barney funds may be offered in your state of
                   residence. Contact your Salomon Smith Barney Financial Con-
                   sultant, dealer representative or the transfer agent.


                 . If you hold share certificates, the sub-transfer agent must
                   receive the certificates endorsed for transfer or with
                   signed stock powers (documents transferring ownership of
                   certificates) before the exchange is effective.
                 . The fund may suspend or terminate your exchange privilege
                   if you engage in an excessive pattern of exchanges.
--------------------------------------------------------------------------------
 Sales charges   Your shares may be subject to an initial sales charge at the
                 time of the exchange. For more information, contact your Sal-
                 omon Smith Barney Financial Consultant, dealer representative
                 or the transfer agent.

                                                       Smith Barney Mutual Funds

                                                                              13
<PAGE>


                 Your deferred sales charge (if any) will continue to be mea-
                 sured from the date of your original purchase of another
                 fund's shares subject to a deferred sales charge.
--------------------------------------------------------------------------------
  By telephone
                 If you do not have a brokerage account, you may be eligible
                 to exchange shares through the transfer agent. You must com-
                 plete an authorization form to authorize telephone transfers.
                 If eligible, you may make telephone exchanges on any day the
                 New York Stock Exchange is open. Call the transfer agent at
                 1-800-451-2010 between 9:00 a.m. and 4:00 p.m. (Eastern
                 time).

                 You can make telephone exchanges only between accounts that
                 have identical registrations.
--------------------------------------------------------------------------------
       By mail
                 If you do not have a Salomon Smith Barney brokerage account,
                 contact your dealer representative or write to the sub-trans-
                 fer agent at the address on the following page.

 Redeeming shares

     Generally   Contact your Salomon Smith Barney Financial Consultant or
                 dealer representative to redeem shares of the funds.

                 If you hold share certificates, the sub-transfer agent must
                 receive the certificates endorsed for transfer or with signed
                 stock powers before the redemption is effective.

                 If the shares are held by a fiduciary or corporation, other
                 documents may be required.

                 Your redemption proceeds generally will be sent on the next
                 business day after your request is received in good order.
                 However, if you recently purchased your shares by check, your
                 redemption proceeds will not be sent to you until your origi-
                 nal check clears, which may take up to 15 days.

                 If you have a Salomon Smith Barney brokerage account, your
                 redemption proceeds will be placed in your account and not
                 reinvested without your specific instruction. In other cases,
                 unless you direct otherwise, your redemption proceeds will be
                 paid by check mailed to your address of record.
--------------------------------------------------------------------------------

Money Market Funds

14
<PAGE>

       By mail
                 For accounts held directly at the funds, send written
                 requests to the sub-transfer agent at the following address:

                   Smith Barney Money Funds
                   (Specify Portfolio and Class of Shares)

                   c/o PFPC Global Fund Services

                   P.O. Box 9699

                   Providence, RI 02940-9699

                 Your written request must provide the following:

                 . Your account number
                 . The class of shares and the dollar amount or number of
                   shares to be redeemed
                 . Signatures of each owner exactly as the account is regis-
                   tered

--------------------------------------------------------------------------------
  By telephone
                 If you do not have a brokerage account, you may be eligible
                 to redeem shares (except those held in retirement plans) in
                 amounts up to $10,000 per day through the transfer agent. You
                 must complete an authorization form to authorize telephone
                 redemptions. If eligible, you may request redemptions by tel-
                 ephone on any day the New York Stock Exchange is open. Call
                 the transfer agent at 1-800-451-2010 between 9:00 a.m. and
                 4:00 p.m. (Eastern time).

                 Your redemption proceeds can be sent by check to your address
                 of record or by wire transfer to a bank account designated on
                 your authorization form. You must submit a new authorization
                 form to change the bank account designated to receive wire
                 transfers and you may be asked to provide certain other docu-
                 ments.

                                                       Smith Barney Mutual Funds

                                                                              15
<PAGE>

 Other things to know about share transactions

When you buy, exchange or redeem shares, your request must be in good order.
This means you have provided the following information, without which your
request will not be processed:

 . Name of the fund
 . Account number
 . Class of shares being bought, exchanged or redeemed
 . Dollar amount or number of shares being bought, exchanged or redeemed
 . Signature of each owner exactly as the account is registered

A request to purchase shares becomes effective only when Salomon Smith Barney,
a selling group member or the transfer agent receives, or converts the purchase
amount into, federal funds.

The transfer agent will try to confirm that any telephone exchange or redemp-
tion request is genuine by recording calls, asking the caller to provide a per-
sonal identification number for the account, sending you a written confirmation
or requiring other confirmation procedures from time to time.

Signature Guarantees To be in good order, your redemption request must include
a signature guarantee if you:

 . Are redeeming over $10,000 of shares

 . Are sending signed share certificates or stock powers to the sub-transfer
  agent

 . Instruct the sub-transfer agent to mail the check to an address different
  from the one on your account
 . Changed your account registration
 . Want the check paid to someone other than the account owner(s)
 . Are transferring the redemption proceeds to an account with a different reg-
  istration

You can obtain a signature guarantee from most banks, dealers, brokers, credit
unions and federal savings and loan institutions, but not from a notary public.

Each fund has the right to:

 . Suspend the offering of shares
 . Waive or change minimum and additional investment amounts

Money Market Funds

16
<PAGE>

 . Reject any purchase or exchange order
 . Change, revoke or suspend the exchange privilege
 . Suspend telephone transactions
 . Suspend or postpone redemptions of shares on any day when trading on the New
  York Stock Exchange is restricted, or as otherwise permitted by the Securi-
  ties and Exchange Commission
 . Pay redemption proceeds by giving you securities. You may pay transaction
  costs to dispose of the securities

Small Account Balances If your account falls below $500 ($100 for Retirement
Portfolio) because of a redemption of fund shares, a fund may ask you to bring
your account up to $500 ($100 for Retirement Portfolio). If your account is
still below $500 ($100 for Retirement Portfolio) after 60 days, the fund may
close your account and send you the redemption proceeds.

Excessive Exchange Transactions The manager may determine that a pattern of
frequent exchanges is detrimental to the fund's performance and other share-
holders. If so, the funds may limit additional purchases and/or exchanges by
the shareholder.

Share Certificates The funds do not issue share certificates unless a written
request signed by all registered owners is made to the sub-transfer agent. If
you hold share certificates, it will take longer to exchange or redeem shares.

                                                       Smith Barney Mutual Funds

                                                                              17
<PAGE>


 Salomon Smith Barney Retirement Programs

You may be eligible to participate in a retirement program sponsored by Salomon
Smith Barney or one of its affiliates. The Cash Portfolio and Government Port-
folio each offers Class A and Class L shares at net asset value to participating
plans under the programs. You can meet minimum investment and exchange amounts,
if any, by combining the plan's investments in any of the Smith Barney mutual
funds.

There are no sales charges when you buy or sell shares and the class of shares
you may purchase depends on the amount of your initial investment and/or the
date your account is opened. Once a class of shares is chosen, all additional
purchases must be of the same class.

 . For plans opened on or after March 1, 2000 that are not part of the Paychex
  offering, Class A shares may be purchased regardless of the amount invested.

 . For plans opened prior to March 1, 2000 and for plans that are part of the
  Paychex offering, the class of shares you may purchase depends on the amount
  of your initial investment:

  .Class A shares may be purchased by plans investing at least $1 million.

  .Class L shares may be purchased by plans investing less than $1 million.
    Class L shares are eligible to exchange into Class A shares not later
    than 8 years after the plan joined the program. They are eligible for
    exchange in the following circumstances:

If the plan was opened on or after June 21, 1996 and a total of $1 million is
invested in Smith Barney Funds Class L shares (other than money market funds),
all Class L shares are eligible for exchange after the plan is in the program 5
years.

If the plan was opened before June 21, 1996 and a total of $500,000 is invested
in Smith Barney Funds Class L shares (other than money market funds) on Decem-
ber 31 in any year, all Class L shares are eligible for exchange on or about
March 31 of the following year.

For more information, call your Salomon Smith Barney Financial Consultant or
the transfer agent, or consult the SAI.

Money Market Funds

18
<PAGE>


 Dividends, distributions and taxes

Dividends Each fund declares a dividend of substantially all of its net invest-
ment income on each day the New York Stock Exchange is open. Income dividends
are paid monthly. Each fund generally makes capital gain distributions, if any,
once a year, typically in December. Each fund may pay additional distributions
and dividends at other times if necessary for the fund to avoid a federal tax.
Each fund expects distributions to be primarily from income. Dividends and cap-
ital gain distributions are reinvested in additional fund shares of the same
class that you hold. Alternatively, you can instruct your Salomon Smith Barney
Financial Consultant, dealer representative or the transfer agent to have your
distributions and/or dividends paid in cash. You can change your choice at any
time to be effective as of the next distribution or dividend, except that any
change given to the transfer agent less than five days before the payment date
will not be effective until the next distribution or dividend is paid.

Taxes In general, receiving distributions (whether in cash or additional
shares) is a taxable event. However, distributions from Retirement Portfolio
are not taxable to the qualified retirement plans that hold its shares.

<TABLE>
<CAPTION>
 Transaction                           Federal tax status

<S>                                    <C>
Redemption or exchange of shares       Usually no gain or loss;
                                       loss may result to extent
                                       of any deferred sales
                                       charge

Long-term capital gain distributions   Long-term capital gain

Short-term capital gain distributions  Ordinary income

Dividends                              Ordinary income
</TABLE>

Each fund anticipates that it will normally not earn or distribute any long-
term capital gains.

After the end of each year, each fund will provide you with information about
the distributions and dividends you received during the previous year. If you
do not provide the fund with your correct taxpayer identification number and
any required certifications, you may be subject to back-up withholding of 31%
of your distributions and dividends. Because each shareholder's circumstances
are different and special tax rules may apply, you should consult your tax
adviser about your investment in the funds.

                                                       Smith Barney Mutual Funds

                                                                              19
<PAGE>

 Share price

You may buy, exchange or redeem shares at their net asset value, plus any
applicable deferred sales charge, next determined after receipt of your request
in good order. Each fund's net asset value is the value of its assets minus its
liabilities. Net asset value is calculated separately for each class of shares.
Each fund calculates its net asset value at noon, Eastern time, every day the
New York Stock Exchange is open. The Exchange is closed on certain holidays
listed in the SAI.

Each fund uses the amortized cost method to value its portfolio securities.
Using this method, a fund constantly amortizes over the remaining life of a
security the difference between the principal amount due at maturity and the
cost of the security to the fund.

<TABLE>
<CAPTION>
                                              Purchase is effective
Form of purchase payment                       and Dividends begin
<S>                                  <C>                                 <C>
 .Payment in federal                  If received                         At noon,
funds                                before noon,                        Eastern time,
 .Having a suffi-                    Eastern time:                       on that day
 cient cash balance
 in your account
 with Salomon Smith
 Barney or a selling
 group member
                                     If received                         At noon the
                                     after noon:                         next business
                                                                         day
--------------------------------------------------------------------------------------
 .Other forms of pay-
ment, with conver-
sion into, or
advance of, federal
funds by Salomon                     At noon on
Smith Barney or a                    the next
 selling group mem-                  business day
 ber
 .Other forms of
 payment received by
 the transfer agent
--------------------------------------------------------------------------------------
</TABLE>

Salomon Smith Barney or members of the selling group must promptly transmit all
orders to buy, exchange or redeem shares to the fund's agent.

Money Market Funds

20
<PAGE>

 Financial highlights

The financial highlights tables are intended to help you understand the perfor-
mance of each fund's classes for the past 5 years. Certain information reflects
financial results for a single share. Total return represents the rate that a
shareholder would have earned (or lost) on a fund share assuming reinvestment
of all dividends and distributions. The information in the following tables was
audited by KPMG LLP, independent accountants, whose report, along with the
funds' financial statements, is included in the annual report (available upon
request).

Cash Portfolio

 For a Class A share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>
<CAPTION>
                                      1999    1998    1997    1996    1995
----------------------------------------------------------------------------
 <S>                                 <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year  $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Income from operations:
 Net investment income                0.046   0.050   0.050   0.050   0.054
----------------------------------------------------------------------------
 Total income from operations         0.046   0.050   0.050   0.050   0.054
----------------------------------------------------------------------------
 Less distributions from:
 Net investment income               (0.046) (0.050) (0.050) (0.050) (0.054)
----------------------------------------------------------------------------
 Total distributions                 (0.046) (0.050) (0.050) (0.050) (0.054)
----------------------------------------------------------------------------
 Net asset value, end of year        $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Total return                         4.73%   5.07%   5.12%   4.98%   5.53%
----------------------------------------------------------------------------
 Net assets, end of year (billions)   $45     $40     $31     $27     $23
----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/1/)                        0.62%   0.63%   0.64%   0.62%   0.62%
 Net investment income                4.63    4.95    5.01    4.87    5.39
----------------------------------------------------------------------------
</TABLE>

(/1/) As a result of a voluntary expense limitation, expense ratios will not
      exceed 0.70%.

                                                       Smith Barney Mutual Funds

                                                                              21
<PAGE>

Cash Portfolio

 For a Class L(/1/) share of capital stock outstanding throughout each year
 ended December 31:
<TABLE>
<CAPTION>
                                      1999    1998    1997    1996    1995
----------------------------------------------------------------------------
 <S>                                 <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year  $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Income from operations:
 Net investment income                0.047   0.050   0.051   0.050   0.054
----------------------------------------------------------------------------
 Total income from operations         0.047   0.050   0.051   0.050   0.054
----------------------------------------------------------------------------
 Less distributions from:
 Net investment income               (0.047) (0.050) (0.051) (0.050) (0.054)
----------------------------------------------------------------------------
 Total distributions                 (0.047) (0.050) (0.051) (0.050) (0.054)
----------------------------------------------------------------------------
 Net asset value, end of year        $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Total return                         4.78%   5.12%   5.17%   4.98%   5.53%
----------------------------------------------------------------------------
 Net assets, end of year (millions)  $0.6     $0.4      $2      $2      $2
----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/2/)                        0.57%   0.59%   0.59%   0.62%   0.62%
 Net investment income                4.70    5.07    5.05    4.87    5.39
----------------------------------------------------------------------------
</TABLE>

(/1/) On June 12, 1998 Class C shares were renamed Class L shares.

(/2/) As a result of a voluntary expense limitation, expense ratios will not
      exceed 0.70%.


Money Market Funds

22
<PAGE>

Cash Portfolio

 For a Class Y share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>
<CAPTION>
                                       1999    1998     1997    1996    1995
----------------------------------------------------------------------------
 <S>                                 <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year  $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Income from operations:
 Net investment income                0.048   0.052   0.052   0.051   0.054
----------------------------------------------------------------------------
 Total income from operations         0.048   0.052   0.052   0.051   0.054
----------------------------------------------------------------------------
 Less distributions from:
 Net investment income               (0.048) (0.052) (0.052) (0.051) (0.054)
----------------------------------------------------------------------------
 Total distributions                 (0.048) (0.052) (0.052) (0.051) (0.054)
----------------------------------------------------------------------------
 Net asset value, end of year        $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Total return                         4.91%   5.29%   5.32%   5.09%   5.50%
----------------------------------------------------------------------------
 Net assets, end of year (millions)   $67    $159      $64     $52     $30
----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/1/)                        0.42%   0.42%   0.43%   0.52%   0.51%
 Net investment income                4.76    5.17    5.22    4.97    5.29
----------------------------------------------------------------------------
</TABLE>

(/1/) As a result of a voluntary expense limitation, expense ratios will not
      exceed 0.70%.


                                                       Smith Barney Mutual Funds

                                                                              23
<PAGE>


Government Portfolio

 For a Class A share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>
<CAPTION>
                                       1999     1998    1997    1996    1995
----------------------------------------------------------------------------
 <S>                                 <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year  $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Income from operations:
 Net investment income                0.045   0.049   0.049   0.048   0.053
----------------------------------------------------------------------------
 Total income from operations         0.045   0.049   0.049   0.048   0.053
----------------------------------------------------------------------------
 Less distributions from:
 Net investment income               (0.045) (0.049) (0.049) (0.048) (0.053)
----------------------------------------------------------------------------
 Total distributions                 (0.045) (0.049) (0.049) (0.048) (0.053)
----------------------------------------------------------------------------
 Net asset value, end of year        $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Total return                         4.60%   5.00%   5.04%   4.89%   5.45%
----------------------------------------------------------------------------
 Net assets, end of year (billions)    $5       $5      $5      $4      $4
----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/1/)                        0.61%   0.60%   0.61%   0.61%   0.60%
 Net investment income                4.50    4.88    4.92    4.78    5.31
----------------------------------------------------------------------------
</TABLE>

(/1/) As a result of a voluntary expense limitation, expense ratios will not
      exceed 0.70%.

Money Market Funds

24
<PAGE>

Government Portfolio

 For a Class L(/1/) share of capital stock outstanding throughout each year
 ended December 31:
<TABLE>
<CAPTION>
                                       1999    1998     1997    1996     1995
-----------------------------------------------------------------------------
 <S>                                 <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year  $1.00   $1.00   $1.00   $1.00    $1.00
-----------------------------------------------------------------------------
 Income from operations:
 Net investment income                0.045   0.049   0.049   0.048    0.053
-----------------------------------------------------------------------------
 Total income from operations         0.045   0.049   0.049   0.048    0.053
-----------------------------------------------------------------------------
 Less distributions from:
 Net investment income               (0.045) (0.049) (0.049) (0.048)  (0.053)
-----------------------------------------------------------------------------
 Total distributions                 (0.045) (0.049) (0.049) (0.048)  (0.053)
-----------------------------------------------------------------------------
 Net asset value, end of year        $1.00   $1.00   $1.00   $1.00    $1.00
-----------------------------------------------------------------------------
 Total return                         4.62%   5.01%   5.04%   4.89%    5.46%
-----------------------------------------------------------------------------
 Net assets, end of year (000s)      $113    $206     $502    $982   $1,459
-----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/2/)                        0.59%   0.59%   0.61%   0.61%    0.60%
 Net investment income                4.47    4.94    4.90    4.78     5.36
-----------------------------------------------------------------------------
</TABLE>

(/1/) On June 12, 1998, Class C shares were renamed Class L shares.

(/2/) As a result of a voluntary expense limitation, expense ratios will not
      exceed 0.70%.

                                                       Smith Barney Mutual Funds

                                                                              25
<PAGE>

Government Portfolio

 For a Class Y share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>
<CAPTION>
                                       1999     1998    1997    1996    1995
----------------------------------------------------------------------------
 <S>                                 <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year  $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Income from operations:
 Net investment income                0.047   0.050   0.050   0.049   0.054
----------------------------------------------------------------------------
 Total income from operations         0.047   0.050   0.050   0.049   0.054
----------------------------------------------------------------------------
 Less distributions from:
 Net investment income               (0.047) (0.050) (0.050) (0.049) (0.054)
----------------------------------------------------------------------------
 Total distributions                 (0.047) (0.050) (0.050) (0.049) (0.054)
----------------------------------------------------------------------------
 Net asset value, end of year        $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Total return                         4.78%   5.13%   5.14%   4.99%   5.55%
----------------------------------------------------------------------------
 Net assets, end of year (millions)    $8       $4      $7     $52      $5
----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/1/)                        0.45%   0.48%   0.51%   0.51%   0.50%
 Net investment income                4.64    5.06    4.98    4.88    5.51
----------------------------------------------------------------------------
</TABLE>

(/1/) As a result of a voluntary expense limitation, expense ratios will not
      exceed 0.70%.

Money Market Funds

26
<PAGE>


Retirement Portfolio
 For a Class A share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>
<CAPTION>
                                       1999     1998    1997    1996    1995
----------------------------------------------------------------------------
 <S>                                 <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year  $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Income from operations:
 Net investment income(/2/)           0.046   0.049   0.049   0.048   0.053
----------------------------------------------------------------------------
 Total income from operations         0.046   0.049   0.049   0.048   0.053
----------------------------------------------------------------------------
 Less distributions from:
 Net investment income               (0.046) (0.049) (0.049) (0.048) (0.053)
----------------------------------------------------------------------------
 Total distributions                 (0.046) (0.049) (0.049) (0.048) (0.053)
----------------------------------------------------------------------------
 Net asset value, end of year        $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Total return                         4.65%   5.04%   5.03%   4.86%   5.42%
----------------------------------------------------------------------------
 Net assets, end of year (billions)    $2       $2      $1      $1      $1
----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/1/)(/2/)                   0.69%   0.70%   0.71%   0.71%   0.72%
 Net investment income                4.55    4.92    4.92    4.75    5.28
----------------------------------------------------------------------------
</TABLE>

(/1/) As a result of a voluntary expense limitation, expense ratios will not
      exceed 0.70%.

(/2/) The investment manager waived a portion of its management fees for the
      years ended December 31, 1999 and December 31, 1998. If such fees were
      not waived, the per share decrease on net investment income and the
      actual expense ratio would have been as follows:

<TABLE>
<CAPTION>
        Per Share Decreases to    Expense Ratios
        Net Investment Income  Without Reimbursement
  <S>   <C>                    <C>
  1999         $0.0001                 0.71%
----------------------------------------------------
  1998          0.0002                 0.72
----------------------------------------------------
</TABLE>

                                                       Smith Barney Mutual Funds

                                                                              27
<PAGE>

                    (This page is intentionally left blank.)
<PAGE>

                                                              SalomonSmithBarney
                                                    ----------------------------
                                                    A member of citigroup [LOGO]

Cash Portfolio

Government Portfolio

Retirement Portfolio

Each an investment portfolio of Smith Barney Money Funds, Inc.

Shareholder reports Annual and semiannual reports to shareholders provide addi-
tional information about the funds' investments. These reports discuss the mar-
ket conditions and investment strategies that affected the funds' performance.

The funds send only one report to a household if more than one account has the
same address. Contact your Salomon Smith Barney Financial Consultant, dealer
representative or the transfer agent if you do not want this policy to apply to
you.

Statement of additional information The statement of additional information
provides more detailed information about the funds and is incorporated by ref-
erence into (is legally part of) this prospectus.

You can make inquiries about the funds or obtain shareholder reports or the
statement of additional information (without charge) by contacting your Salomon
Smith Barney Financial Consultant or dealer representative, by calling the
funds at 1-800-451-2010, or by writing to the funds at Smith Barney Mutual
Funds, 388 Greenwich Street, MF2, New York, New York 10013.

Visit our web site. Our web site is located at www.smithbarney.com

Information about the funds (including the SAI) can be reviewed and copied at
the Securities and Exchange Commission's (the "Commission") Public Reference
Room in Washington, D.C. In addition, information on the operation of the Pub-
lic Reference Room may be obtained by calling the Commission at 1-202-942-8090.
Reports and other information about the funds are available on the EDGAR Data-
base on the Commission's Internet site at http://www.sec.gov. Copies of this
information may be obtained for a duplicating fee by electronic request at the
following E-mail address: publicinfo@sec.gov, or by writing the Commission's
Public Reference Section, Washington, D.C. 20549-0102.

If someone makes a statement about the funds that is not in this prospectus,
you should not rely upon that information. Neither the funds nor the distribu-
tor is offering to sell shares of the funds to any person to whom the funds may
not lawfully sell their shares.

SMSalomon Smith Barney is a service mark of Salomon Smith Barney Inc.

(Investment Company Actfile no. 811-02490)

                                                               FD 2322 4/00


<PAGE>

       SB Smith Barney
       MF Mutual Funds

       PROSPECTUS



       MONEY MARKET
       FUNDS

       Cash Portfolio

       Class Z Shares
       ----------------------------------------------------------------------
       April 28, 2000


       The Securities and Exchange Commission has not approved or disapproved
       these securities or determined whether this prospectus is accurate or
       complete. Any statement to the contrary is a crime.

<PAGE>

Money Market Funds

 Contents

<TABLE>
<S>                                                                          <C>
Investments, risks and performance..........................................   2

Management..................................................................   7

Buying, redeeming and exchanging Class Z shares.............................   8

Dividends, distributions and taxes..........................................   9
Share price.................................................................  10

Financial highlights........................................................  11
</TABLE>
The Class Z shares described in this prospectus are offered exclusively for
sale to tax-exempt employee benefit and retirement plans of Salomon Smith Bar-
ney Inc. and any of its affiliates.

You should know: An investment in a fund is not a bank deposit and is not
insured or guaranteed by the FDIC or any other government agency. There is no
assurance that the fund will be able to maintain a stable net asset value of
$1.00 per share.


                                                       Smith Barney Mutual Funds

                                                                              1
<PAGE>


 Investments, risks and performance

Investment objectives

The fund seeks maximum current income and preservation of capital.

Principal investment strategies

Key investments

Cash Portfolio The fund invests in high quality, U.S. dollar denominated short
term debt securities. These may include obligations issued by U.S. and foreign
banks, the U.S. government, its agencies or instrumentalities, U.S. states and
municipalities and U.S. and foreign corporate issuers. The fund will invest at
least 25% of its assets in obligations of domestic and foreign banks. Either
the principal amount of each obligation must be fully insured by the FDIC or
the issuing bank must have more than $100 million of working capital or more
than $1 billion of total assets.

Cash Portfolio may invest in all types of money market securities including
commercial paper, certificates of deposit, bankers' acceptances, mortgage-
backed and asset-backed securities, repurchase agreements and other short term
debt securities. The fund limits foreign investments to issuers located in
major industrialized countries.

Minimum credit quality Cash Portfolio invests in commercial paper and other
short-term obligations rated by a nationally recognized rating organization in
the highest short term rating category, or if unrated, of equivalent quality,
and in other corporate obligations and municipal obligations rated in the two
highest rating categories, or if unrated, of equivalent quality.

Maximum maturity The fund invests exclusively in securities having remaining
maturities of 397 days or less. The fund maintains a dollar-weighted average
portfolio maturity of 90 days or less.

Selection process In selecting investments for the fund, the manager looks for:

 .The best relative values based on an analysis of yield, price, interest rate
  sensitivity and credit quality
 .Issuers offering minimal credit risk
 .Maturities consistent with the manager's outlook for interest rates

Money Market Funds--Class Z Shares

 2
<PAGE>


All investments involve some degree of risk. However, the fund is a "money mar-
ket fund" and, as such, seeks income by investing in short-term debt securities
that meet strict standards established by the Board of Directors based on spe-
cial rules for money market funds adopted under federal law.

Principal risks of investing in the fund

Although the fund seeks to preserve the value of your investment at $1 per
share, it is possible to lose money by investing in the fund, or the fund could
underperform other short term debt instruments or money market funds if:

 .Interest rates rise sharply.

 .An issuer or guarantor of the fund's securities defaults, or has its credit
  rating downgraded.
 .The manager's judgment about the value or credit quality of a particular secu-
  rity proves to be incorrect.

Cash Portfolio invests at least 25% of its assets in obligations of domestic
and foreign banks and, as a result, is more susceptible to events affecting the
banking industry. The value of the fund's foreign securities may go down
because of unfavorable government actions or political instability.

Who may want to invest The fund may be an appropriate investment if you:

 .Are seeking current income
 .Are looking for an investment with lower risk than most other types of funds
 .Are looking to allocate a portion of your assets to money market securities

                                                       Smith Barney Mutual Funds

                                                                              3
<PAGE>


Risk return bar chart

The bar charts indicate the risks of investing in the fund by showing changes
in the fund's performance from year to year. Past performance does not neces-
sarily indicate how a fund will perform in the future. The bar chart shows the
performance of the fund's Class Z shares for the last five full calendar years
since inception on November 15, 1994.

                        Total Return for Class Z Shares

                                 Cash Portfolio


                                 [BAR CHART]

                      1995    1996    1997  1998     1999
                     -----   -----   -----  -----   -----
                     5.64%   5.07%   5.33%  5.29%   4.92%

                       Calendar years ended December 31

Quarterly returns:

Highest: 1.42% in 2nd quarter 1995; Lowest: 1.13% in 2nd quarter 1999

Money Market Funds--Class Z Shares

 4
<PAGE>


Risk return table

The table indicates the risks of investing in the fund by comparing the average
annual total return of Class Z shares of the fund for the periods shown with
that of the 90 day Treasury bill. This table assumes redemption of shares at
the end of the period and reinvestment of distributions and dividends.

                          Average Annual Total Returns

                  Calendar Years Ended December 31, 1999
<TABLE>
<CAPTION>
Fund            1 year 5 years Since inception Inception Date
<S>             <C>    <C>     <C>             <C>
Cash Portfolio  4.92%   5.25%       5.23%         11/15/94
90 day T-bill   4.74%   5.11%       5.12%            *
</TABLE>

As of December 31, 1999, the 7-day yield for Cash Portfolio was 5.39%.

*Index comparison begins on November 30, 1994.

                                                       Smith Barney Mutual Funds

                                                                              5
<PAGE>


Fee table

The table sets forth the fees and expenses you will pay if you invest in the
fund's shares.

                         Annual fund operating expenses
<TABLE>
<CAPTION>
                                      Cash
(expenses deducted from fund assets)  Portfolio
<S>                                   <C>
Management fee                          0.38%

Distribution and service (12b-1) fee     --

Other expenses                          0.03
                                        ----

Total annual fund operating expenses    0.41%
</TABLE>

Example

This example helps you compare the costs of investing in the fund with the
costs of investing in other mutual funds. Your actual costs may be higher or
lower. The example assumes:

 .You invest $10,000 in the fund for the period shown
 .Your investment has a 5% return each year
 .You reinvest all distributions and dividends without a sales charge

 .Redemption of all your shares at the end of the period

 .The fund's operating expenses remain the same

                      Number of years you own your shares
<TABLE>
<CAPTION>
                1 year 3 years 5 years 10 years
<S>             <C>    <C>     <C>     <C>
Cash Portfolio   $42    $132    $230     $518
</TABLE>

Money Market Funds--Class Z Shares

 6
<PAGE>


 Management

Manager The fund's investment manager is SSB Citi Fund Management LLC (SSB
Citi) (successor to SSBC Fund Management Inc.), an affiliate of Salomon Smith
Barney Inc. The manager's address is 388 Greenwich Street, New York, New York
10013. The manager selects the fund's investments and oversees its operations.
The manager and Salomon Smith Barney are subsidiaries of Citigroup Inc.
Citigroup businesses produce a broad range of financial services--asset manage-
ment, banking and consumer finance, credit and charge cards, insurance, invest-
ments, investment banking and trading--and use diverse channels to make them
available to consumer and corporate customers around the world.

Management fee For its services, the manager received a fee during the fund's
last fiscal year equal to the amount shown below.

     Management fee as a percentage of the fund's average daily net assets
<TABLE>
<CAPTION>
Fund
<S>             <C>
Cash Portfolio  0.38%
</TABLE>

Distributor The fund has entered into an agreement with CFBDS, Inc. to distrib-
ute the fund's shares.

Transfer agent and shareholder servicing agent Citi Fiduciary Trust Company
serves as the fund's transfer agent and shareholder servicing agent (the
"transfer agent"). Pursuant to a sub-transfer agency and services agreement
with the transfer agent, PFPC Global Fund Services serves as the fund's sub-
transfer agent (the "sub-transfer agent") to render certain shareholder record
keeping and accounting services and functions.

                                                       Smith Barney Mutual Funds

                                                                              7
<PAGE>


 Buying redeeming and exchanging Class Z shares

     Through a
     qualified   You may buy, redeem or exchange Class Z shares only through a
          plan   "qualified plan." A qualified plan is a tax-exempt employee
                 benefit or retirement plan of Salomon Smith Barney, Inc. or
                 one of its affiliates.

                 There are no minimum investment requirements for Class Z
                 shares. However, the fund reserves the right to change this
                 policy at any time.
--------------------------------------------------------------------------------

        Buying
                 Orders to buy Class Z shares must be made in accordance with
                 the terms of a qualified plan. If you are a participant in a
                 qualified plan, you may place an order with your plan to buy
                 Class Z shares at net asset value, without any sales charge.
                 Payment is due to Salomon Smith Barney on settlement date,
                 which is the third business day after your order is accepted.
                 If you make payment prior to this date, you may designate a
                 temporary investment (such as a money market fund of the
                 Smith Barney funds) for payment until settlement date. The
                 fund reserves the right to reject any order to buy shares and
                 to suspend the offering of shares for a period of time.
--------------------------------------------------------------------------------

       Selling   Qualified plans may redeem their shares on any day on which
                 the fund calculates its net asset value. You should consult
                 the terms of your qualified plan for special redemption pro-
                 visions.
--------------------------------------------------------------------------------

    Exchanging   You should consult your qualified plan for information about
                 available exchange options.
 ----------------------------------------------------------------------------


    Other        The fund has the right to:
    information  .  Suspend the offering of shares
                 .  Suspend or postpone redemptions of shares on any day when
                    trading on the New York Stock Exchange is restricted, or as
                    otherwise permitted by the Securities and Exchange
                    Commission
                 .  Reject any purchase or exchange order
                 .  Change, revoke or suspend the exchange privilege




Money Market Funds--Class Z Shares

 8
<PAGE>


 Dividends, distributions and taxes

Dividends The fund generally makes capital gain distributions, if any, once a
year, typically in December. The fund may pay additional distributions and div-
idends at other times if necessary for the fund to avoid a federal tax. Capital
gain distributions and dividends are reinvested in additional Class Z shares.
The fund expects distributions to be primarily from income. A sales charge is
paid on reinvested distributions or dividends.

Taxes In general, redeeming Class Z shares, exchanging Class Z shares and
receiving distributions or dividends (whether in cash or additional Class Z
shares) are all non-taxable events with respect to a qualified plan for
purposes of federal income taxation.

The fund anticipates that it will normally not earn or distribute any long-term
capital gains.

After the end of each year, the fund will provide you with information about
the distributions and dividends paid during the previous year. If you do not
provide your qualified plan with your correct taxpayer identification number
and any required certifications, you may be subject to back-up withholding of
31% of your distributions, dividends, and redemption proceeds.

Because each shareholder's circumstances are different and special tax rules
may apply, you should consult with your tax adviser about your investment in
the fund.

                                              Money Market Funds--Class Z Shares

                                                                              9
<PAGE>


 Share price

Qualified plans may buy, exchange or redeem Class Z shares of the fund at the
net asset value next determined after receipt of your request in good order.
The fund's net asset value is the value of its assets minus its liabilities.
Net asset value is calculated separately for each class of shares. The fund
calculates net asset value at noon, Eastern time, every day the New York Stock
Exchange is open. The Exchange is closed on certain holidays listed in the
Statement of Additional Information (SAI).

The fund uses the amortized cost method to value its portfolio securities.
Using this method, a fund constantly amortizes over the remaining life of a
security the difference between the principal amount due at maturity and the
cost of the security to the fund.

<TABLE>
<CAPTION>
                                                     Purchase is effective and
Form of purchase payment                                  Dividends begin
<S>                                                  <C>          <C>
 .Payment in federal funds                            If received  At noon,
                                                     before noon, Eastern
                                                     Eastern      time, on
                                                     time:        that day

 .Having a sufficient cash balance in your account    If received  At noon the
  with Salomon Smith Barney or a selling group       after noon:  next
  member                                                          business day
------------------------------------------------------------------------------
 .Other forms of payment, with conversion into, or    At noon on the next
  advance of, federal funds by Salomon Smith Barney  business day
  or a selling group member

 .Other forms of payment received by the transfer
  agent
------------------------------------------------------------------------------
</TABLE>

In order to buy, redeem or exchange shares at that day's price, you must place
your order with your qualified plan before the New York Stock Exchange closes.
If the New York Stock Exchange closes early, you must place your order with
your qualified plan prior to the actual closing time. Otherwise, you will
receive the next business day's price.

Your qualified plan must transmit all orders to buy, exchange or redeem shares
to the fund's agent before the agent's close of business.

Smith Barney Mutual Funds

10
<PAGE>

 Financial highlights

The financial highlights tables are intended to help you understand the perfor-
mance of the fund's Class Z shares for the past 5 years. Certain information
reflects financial results for a single share. Total return represents the rate
that a shareholder would have earned (or lost) on a fund share assuming rein-
vestment of all dividends and distributions. The information in the following
tables was audited by KPMG LLP, independent accountants, whose report, along
with the fund's financial statements, is included in the annual report (avail-
able upon request).

Cash Portfolio

 For a Class Z share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>
<CAPTION>
                                      1999    1998    1997    1996    1995
----------------------------------------------------------------------------
 <S>                                 <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year  $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Income from operations:
 Net investment income                0.048   0.052   0.052   0.051   0.055
----------------------------------------------------------------------------
 Total income from operations         0.048   0.052   0.052   0.051   0.055
----------------------------------------------------------------------------
 Less distributions from:
 Net investment income               (0.048) (0.052) (0.052) (0.051) (0.055)
----------------------------------------------------------------------------
 Total distributions                 (0.048) (0.052) (0.052) (0.051) (0.055)
----------------------------------------------------------------------------
 Net asset value, end of year        $1.00   $1.00   $1.00   $1.00   $1.00
----------------------------------------------------------------------------
 Total return                         4.91%   5.29%   5.33%   5.06%   5.63%
----------------------------------------------------------------------------
 Net assets, end of year (millions)  $128     $2      $6      $6      $5
----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(/1/)                        0.41%   0.43%   0.44%   0.53%   0.52%
 Net investment income                4.86    5.21    5.21    4.96    5.49
----------------------------------------------------------------------------
</TABLE>

(/1/As)a result of a voluntary expense limitation, expense ratios will not
    exceed 0.70%.

                                                       Smith Barney Mutual Funds

                                                                              11
<PAGE>

                     This page is intentionally left blank
<PAGE>

[LOGO OF SALOMON SMITH BARNEY APPEARS HERE]

Cash Portfolio

An investment portfolio of Smith Barney Money Funds, Inc.

Shareholder reports Annual and semiannual reports to shareholders provide addi-
tional information about the fund's investments. These reports discuss the mar-
ket conditions and investment strategies that affected the fund's performance.

The fund sends only one report to a household if more than one account has the
same address. Contact your qualified plan or the transfer agent if you do not
want this policy to apply to you.

Statement of additional information The statement of additional information
provides more detailed information about the fund and is incorporated by refer-
ence into (is legally a part of) this prospectus.

You can make inquiries about the fund or obtain shareholder reports or the
statement of additional information (without charge) by contacting your quali-
fied plan, by calling the fund at 1-800-451-2010, or by writing to the fund at
Smith Barney Mutual Funds, 388 Greenwich Street, MF2, New York, New York 10013.

Visit our web site. Our web site is located at www.smithbarney.com

Information about the fund (including the SAI) can be reviewed and copied at
the Securities and Exchange Commission's (the "Commission") Public Reference
Room in Washington, D.C. In addition, information on the operation of the Pub-
lic Reference Room may be obtained by calling the Commission at 1-202-942-8090.
Reports and other information about the fund are available on the EDGAR Data-
base on the Commission's Internet site at http://www.sec.gov. Copies of this
information may be obtained for a duplicating fee by electronic request at the
following E-mail address: publicinfo@sec.gov, or by writing the Commission's
Public Reference Section, Washington, D.C. 20549-0102.

If someone makes a statement about the fund that is not in this prospectus, you
should not rely upon that information. Neither the fund nor the distributor is
offering to sell shares of the fund to any person to whom the funds may not
lawfully sell its shares.

SMSalomon Smith Barney is a service mark of Salomon Smith Barney Inc.

(Investment Company Actfile no. 811-02490)

                                                               FD 0669 4/00



Part B:	Statement of Additional Information


    April 28, 2000

STATEMENT OF ADDITIONAL INFORMATION

SMITH BARNEY MONEY FUNDS, INC.
388 Greenwich Street
New York, New York 10013
(800) 451-2010

Class A Shares
Class L Shares
Class Y Shares
Class Z Shares

Smith Barney Money Funds, Inc. (the "Company") is a money market
fund that invests in high quality money market instruments.  The
Company seeks to provide:

Daily Income
Convenience
Daily Liquidity
Stability of Net Asset Value

Shares of the Company are currently offered in three Portfolios
(each, a "fund"):

Cash Portfolio
Government Portfolio
Retirement Portfolio

This Statement of Additional information is not a Prospectus.  It is
intended to provide more detailed information about the Company as
well as matters already discussed in the Prospectus and therefore
should be read in conjunction with the April 28, 2000 Prospectus
which may be obtained from the Company or a Salomon Smith Barney
Financial Consultant.

CONTENTS

Directors and Executive Officers		2
Investment Objectives and Management Policies		4
Risk Factors		7
Investment Restrictions and Fundamental Policies		8
Computation of Yield		9
Valuation of Shares and Amortized Cost Valuation		10
IRA and Other Prototype Retirement Plans		10
Purchase of Shares		11
Redemption of Shares		13
PFS Accounts		15
Exchange Privilege		16
Taxes		17
Investment Management and Other Services		18
Additional Information about the Funds		20
Voting Rights		20
Other Information		22
Financial Statements		23
Appendix A - Securities Ratings		A-1

In all cases, there can be no assurance that a fund will achieve its
investment objective.

Shares of the funds are not insured or guaranteed by the U.S.
Government.  There is no assurance that each fund will be able to
maintain a stable net asset value of $1.00 per share.

DIRECTORS AND EXECUTIVE OFFICERS

Overall responsibility for management and supervision of each fund
rests with the Company's Board of Directors.  The directors approve
all significant agreements between the Company and the companies
that furnish services to the Company and the funds, including
agreements with the Company's distributor, investment manager,
custodian, transfer agent and dividend disbursing agent.  The day-
to-day operations of each fund are delegated to that fund's
investment manager.  The directors and executive officers of the
Company, together with information as to their principal business
occupations during the past five years are shown below. Each
Director who is an "interested person" of the Company, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), is
indicated by an asterisk.

LEE ABRAHAM, Director
Retired; Director/Trustee of 12 investment companies associated with
Citigroup Inc. ("Citigroup"). Director of R.G. Barry Corp., a
footwear manufacturer, Signet Group plc, a specialty retailer, and
eNote.com, Inc., a computer hardware company. Formerly Chairman and
Chief Executive Officer of Associated Merchandising Corporation, a
major retail merchandising and sourcing organization and formerly
Director of Galey & Lord and Liz Claiborne.  His address is 106
Barnes Road, Stamford, Connecticut 06902; Age 72.

ALLAN J. BLOOSTEIN, Director
President of Allan J. Bloostein Associates, a consulting firm;
Director/Trustee of 19 investment companies associated with
Citigroup. Director of CVS Corporation, a drugstore chain, and
Taubman Centers Inc., a real estate development company; Retired
Vice Chairman and Director of The May Department Stores Company.
His address is 27 West 67th Street, New York, New York 10023; Age 70.

JANE F. DASHER, Director
Investment Officer; Korsant Partners, a family investment company.
 Director/Trustee of 12 investment companies associated with
Citigroup. Prior to 1997, Independent Financial Consultant. Her
address is 283 Greenwich Avenue, Greenwich, Connecticut 06830;  Age
50.

DONALD R. FOLEY, Director
Retired; Director/Trustee of 12 investment companies associated with
Citigroup. Formerly Vice President of Edwin Bird Wilson,
Incorporated (an advertising agency); His address is 3668 Freshwater
Drive, Jupiter, Florida 33477; Age 77.

RICHARD E. HANSON, JR., Director
Head of School, The New Atlanta Jewish Community High School,
Atlanta Georgia. Director/Trustee of 12 investment companies
associated with Citigroup.  Formerly Headmaster, The Peck School,
Morristown, New Jersey.  His address is 58 Ivy Chase, Atlanta,
Georgia 30342; Age 58.

PAUL HARDIN, Director
Professor of Law at University of North Carolina at Chapel Hill.
Director/Trustee of 14 investment companies associated with
Citigroup. Director of The Summit Bancorporation; Formerly,
Chancellor of the University of North Carolina at Chapel Hill;  His
address is 12083 Morehead, Chapel Hill, North Carolina 27514; Age
68.

*HEATH B. McLENDON, Chairman of the Board, President and Chief
Executive Officer
Managing Director of Salomon Smith Barney; Chairman, Co-Chairman or
Trustee of the Board of 71 investment companies associated with
Citigroup. Director and President of SSB Citi Fund Management LLC
("SSB Citi" or the "Manager") (successor to SSBC Fund Management
Inc.) and Travelers Investment Advisers, Inc. ("TIA").  His address
is 7 World Trade Center, New York, New York 10048; Age 66.

RODERICK C. RASMUSSEN, Director
Investment Counselor; Director/Trustee of 12 investment companies
associated with Citigroup. Formerly Vice President of Dresdner and
Company Inc. (investment counselors); His address is 9 Cadence
Court, Morristown, New Jersey 07960; Age 73.




JOHN P. TOOLAN, Director
Retired; Director/Trustee of 12 investment companies associated with
Citigroup. Trustee of John Hancock Funds; Formerly, Director and
Chairman of Smith Barney Trust Company, Director of Smith Barney
Holdings Inc. and various subsidiaries, Senior Executive Vice
President, Director and Member of the Executive Committee of Smith
Barney; His address is 13 Chadwell Place, Morristown, New Jersey
07960; Age 69.

LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Salomon Smith Barney;  Senior Vice President or
Executive Vice President and Treasurer of 61 investment companies
associated with Citigroup;  Director and Senior Vice President of
the Manager and TIA; Age 42.

PHYLLIS M. ZAHORODNY, Vice President and Investment Officer
Managing Director of Salomon Smith Barney; Vice President and/or
Investment Officer of certain other investment companies associated
with Citigroup; Age 42.

MARTIN R. HANLEY, Vice President and Investment Officer
Vice President of Salomon Smith Barney; Vice President and/or
Investment Officer of certain other investment companies associated
with Citigroup; Age 34.

IRVING DAVID, Controller
Vice President of Salomon Smith Barney and the Manager; Controller
or Assistant Treasurer of 43 investment companies associated with
Citigroup; Age 39.

CHRISTINA T. SYDOR, Secretary
Managing Director of Salomon Smith Barney; Secretary of 61
investment companies associated with Citigroup; Secretary and
General Counsel of the Manager and TIA; Age 49.

The business address of each of the officers of the Company listed
above is 388 Greenwich Street, New York, NY 10013 unless otherwise
noted. Such persons are compensated by Salomon Smith Barney Inc.
("Salomon Smith Barney") and are not separately compensated by the
Company.  On April 5, 2000, directors and officers owned in the
aggregate less than 1% of the outstanding securities of each fund.


The following table shows the compensation paid by the Company to
each director during the Company's last fiscal year. None of the
officers of the Company received any compensation from the Company
for such period.  Fees for directors who are not "interested
persons" of the Company and who are directors of a group of funds
sponsored by Salomon Smith Barney are set at $60,000 per annum and
are allocated based on relative net assets of each fund in the group
plus a per meeting fee of $2,500 with respect to in-person meetings.
 In addition, these directors received $100 per fund for each
telephone meeting plus travel and out-of-pocket expenses incurred in
connection with board meetings.  The board meeting fees and out-of-
pocket expenses are borne equally by each individual fund or
portfolio in the group. During the fiscal year ended December 31,
1999 such expenses totaled $14,695.  Officers and interested
directors of the Company are compensated by Salomon Smith Barney.


COMPENSATION TABLE





Name of
Director


Aggregate
Compensation
from the Fund

Pension or
Retirement
Benefits
Accrued as Part
of Fund's
Expenses

Total
Compensation
from Fund
Complex
Total Number
of Funds for
Which Director
Serves within
Fund Complex
Lee Abraham
$23,335
$0
$71,133
12
Allan J.
Bloostein
23,335
0
112,483
19
Jane Dasher+
26,313
0
65,733
12
Donald R. Foley*
34,594
0
71,300
12
Richard E.
Hanson, Jr.
22,569
0
68,233
12
Paul Hardin
34,594
0
90,450
14
Heath B.
McLendon+
0
0
0
71
Roderick C.
Rasmussen
34,594
0
71,200
12
John P. Toolan*
34,294
0
69,100
12



+	Designates a director who is an "interested person" of the
Company.

*	Pursuant to the Company's deferred compensation plan, the
indicated directors have elected to defer the following amounts
of their compensation from the Company:  Donald R Foley: $12,060,
and John P. Toolan: $34,294, and the following amounts of their
total compensation from the Fund Complex: Donald R. Foley:
$21,600 and John P. Toolan: $69,100.

	Upon attainment of age 72 the Company's current directors may
elect to change to emeritus status.  Any directors elected or
appointed to the Board of Directors in the future will be
required to change to emeritus status upon attainment of age 80.
 Directors Emeritus are entitled to serve in emeritus status for
a maximum of 10 years during which time they are paid 50% of the
annual retainer fee and meeting fees otherwise applicable to the
Company's directors, together with reasonable out-of-pocket
expenses for each meeting attended.  During the Company's last
fiscal year, aggregate compensation from the Company to Emeritus
Directors totaled $17,300.


INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

General.  The Prospectus discusses each fund's investment objective
and the policies each fund employs to achieve its objective.  Each
fund is an open-end, diversified management investment company under
the 1940 Act.  Each fund's investment manager is SSB Citi.

The funds operate as money market funds, and utilize certain
investment policies so that, to the extent reasonably possible, each
fund's price per share will not change from $1.00, although no
assurance can be given that this goal will be achieved on a
continuous basis.

Each fund's investments are limited to United States dollar-
denominated instruments (and repurchase agreements thereon) that, at
the time of acquisition (including any related credit enhancement
features) have received a rating in one of the two highest
categories (the highest category for Cash Portfolio) for short-term
debt obligations from the "Requisite NRSROs", securities of issuers
that have received such a rating with respect to other comparable
securities, and comparable unrated securities.  "Requisite NRSROs"
means (a) any two nationally recognized statistical rating
organizations ("NRSROs") that have issued a rating with respect to
a security or class of debt obligations of an issuer, or (b) one
NRSRO, if only one NRSRO has issued such a rating at the time that
the Fund acquires the security.  The NRSROs currently designated as
such by the Securities and Exchange Commission ("SEC") are Standard
& Poor's Ratings Group ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch IBCA, Inc. and Thompson BankWatch.

The following is a description of the types of money market
instruments in which each fund may invest:

U.S. government obligations (each fund).  Obligations issued or
guaranteed as to payment of principal and interest by the U.S.
Government (including Treasury bills, notes and bonds) or by its
agencies and instrumentalities (such as the Government National
Mortgage Association, the Student Loan Marketing Association, the
Tennessee Valley Authority, the Bank for Cooperatives, the Farmers
Home Administration, Federal Farm Credit Banks, Federal Home Loan
Banks, Federal Intermediate Credit Banks, Federal Land Banks, the
Export-Import Bank of the U.S., the Federal Housing Administration,
the Federal Home Loan Mortgage Corporation, the U.S. Postal Service,
the Federal Financing Bank and the Federal National Mortgage
Association).  Some of these securities (such as Treasury bills) are
supported by the full faith and credit of the U.S. Treasury; others
(such as obligations of the Federal Home Loan Bank) are supported by
the right of the issuer to borrow from the Treasury; while still
others (such as obligations of the Student Loan Marketing
Association) are supported only by the credit of the particular
agency or instrumentality.

Repurchase Agreements (each fund).  Each fund may enter into
repurchase agreements with respect to U.S. government securities and
may engage in repurchase agreement transactions on portfolio
securities, in each case with banks which are the issuers of
instruments acceptable for purchase by the funds and with certain
dealers on the Federal Reserve Bank of New York's list of reporting
dealers. The funds may agree to purchase securities from a bank or
recognized securities dealer and simultaneously commit to resell the
securities to the bank or dealer at an agreed-upon date and price
reflecting a market rate of interest unrelated to the coupon rate or
maturity of the purchased securities ("repurchase agreements").  The
funds would maintain custody of the underlying securities prior to
their repurchase; thus, the obligation of the bank or dealer to pay
the repurchase price on the date agreed to would be, in effect,
secured by such securities.  If the value of such securities were
less than the repurchase price, plus interest, the other party to
the agreement would be required to provide additional collateral so
that at all times the collateral is at least 102% of the repurchase
price plus accrued interest.  Default by or bankruptcy of a seller
would expose the fund to possible loss because of adverse market
action, expenses and/or delays in connection with the disposition of
the underlying obligations.  The financial institutions with which
the fund may enter into repurchase agreements will be banks and non-
bank dealers of U.S. Government securities listed on the Federal
Reserve Bank of New York's list of reporting dealers, if such banks
and non-bank dealers are deemed creditworthy by the funds' portfolio
manager.  The portfolio manager will continue to monitor
creditworthiness of the seller under a repurchase agreement, and
will require the seller to maintain during the term of the agreement
the value of the securities subject to the agreement to equal at
least 102% of the repurchase price (including accrued interest).  In
addition, the portfolio manager will require that the value of this
collateral, after transaction costs (including loss of interest)
reasonably expected to be incurred on a default, be equal to 102% or
greater than the repurchase price (including accrued premium)
provided in the repurchase agreement or the daily amortization of
the difference between the purchase price and the repurchase price
specified in the repurchase agreement.  The portfolio manager will
mark-to-market daily the value of the securities.  Repurchase
agreements are considered to be loans by the fund under the 1940
Act.

The following are permitted investments for the Cash Portfolio and
Retirement Portfolio; the Government Portfolio will invest only in
U.S. Government obligations and repurchase agreements secured by
those obligations.

Commercial Paper and Other Short-term Obligations (Cash Portfolio
and Retirement Portfolio).  Commercial paper (including variable
amount master demand notes and funding agreements) consists of
short-term, unsecured promissory notes issued by corporations,
partnerships, trusts and other entities to finance short-term credit
needs.  Short-term obligations also include mortgage-related or
asset-backed debt or debt-like instruments, including pass-through
certificates representing participation in, or bonds and notes
backed by, pools of mortgage, credit card, automobile or other types
of receivables.  These structured financings will be supported by
sufficient collateral and other credit enhancements, including
letters of credit, insurance, reserve funds and guarantees by third
parties, to enable such instruments to obtain the requisite quality
ratings from NRSROs.  Commercial paper and such other short-term
obligations will be rated in the highest category for short-term
debt obligations by the requisite NRSROs at the time of acquisition
by a fund, or will be unrated securities determined to be comparable
thereto.

High Quality Corporate Obligations (Cash Portfolio and Retirement
Portfolio).  Obligations of corporations that are originally issued
with a maturity of greater than 397 days and are:  (1) rated as
long-term debt obligations in the two highest rating categories (the
highest for Cash Portfolio) by the requisite NRSROs and (2) issued
by an issuer that has a class of short-term debt obligations that
are comparable in priority and security with the obligation and that
have been rated in one of the two highest rating categories for
short-term debt obligations, or are otherwise comparable to short-
term debt obligations having such a rating.  Each fund will invest
only in corporate obligations with remaining maturities of 13 months
or less.

Bank Obligations (Cash Portfolio and Retirement Portfolio).
Obligations (including certificates of deposit, bankers' acceptances
and fixed time deposits) and securities backed by letters of credit
of U.S. banks or other U.S. financial institutions that are members
of the Federal Reserve System or the Federal Deposit Insurance
Corporation ("FDIC") (including obligations of foreign branches of
such members) if either:  (a) the principal amount of the obligation
is insured in full by the FDIC, or (b) the issuer of such obligation
has capital, surplus and undivided profits in excess of $100 million
or total assets of $1 billion (as reported in its most recently
published financial statements prior to the date of investment).
Under current FDIC regulations, the maximum insurance payable as to
any one certificate of deposit is $100,000; therefore, certificates
of deposit in denominations greater than $100,000 that are purchased
by a fund will not be fully insured.  The Cash Portfolio and
Retirement Portfolio each will not purchase a fixed time deposit
with an ultimate maturity of more than six months, and will limit
its investment in fixed time deposits maturing from two business to
seven calendar days and/or any other investments deemed to be
illiquid to 10% of its net assets.

The Cash Portfolio and Retirement Portfolio each will maintain at
least 25% of its total assets invested in obligations of domestic
and foreign banks, subject to the above-mentioned size criteria.
Each fund may invest in instruments issued by domestic banks,
including those issued by their branches outside the United States
and subsidiaries located in Canada, and in instruments issued by
foreign banks through their branches located in the United States
and the United Kingdom.  In addition, the Cash Portfolio and
Retirement Portfolio may invest in fixed time deposits of foreign
banks issued through their branches located in Grand Cayman Island,
London, Nassau, Tokyo and Toronto.

Municipal Obligations (Cash Portfolio and Retirement Portfolio).
Debt obligations of states, cities, counties, municipalities,
municipal agencies and regional districts rated SP-1+ or A-1 or AA
or better by S&P or MIG 2, VMIG 2 or Prime-1 or Aa or better by
Moody's or, if not rated, are determined by the Manager to be of
comparable quality.  Cash Portfolio only invests in municipal
obligations rated in the highest short-term rating category.  At
certain times, supply/demand imbalances in the tax-exempt market
cause municipal obligations to yield more than taxable obligations
of equivalent credit quality and maturity length.  The purchase of
these securities could enhance a fund's yield.  Each of Cash
Portfolio and Retirement Portfolio will not invest more than 10% of
its total assets in municipal obligations.

Time Deposits (Cash Portfolio and Retirement Portfolio).  Cash
Portfolio and Retirement Portfolio may invest in fixed time deposits
with an ultimate maturity of not more than six months.  In addition,
each of these funds currently intends to limit investment in fixed
time deposits with a maturity of two business days or more, when
combined with other illiquid assets of the fund, so that not more
than 10% of its assets would be invested in all such illiquid
instruments.  Fixed time deposits, unlike negotiable certificates of
deposit, generally do not have a market and may be subject to
penalties for early withdrawal of funds.

Asset-Backed Securities (Cash Portfolio and Retirement Portfolio).
 Cash Portfolio and Retirement Portfolio may invest in asset-backed
securities arising through the grouping by governmental, government-
related and private organizations of loans, receivables and other
assets originated by various lenders.  Interests in pools of these
assets differ from other forms of debt securities, which normally
provide for periodic payment of interest in fixed amounts with
principal paid at maturity or specified call dates.  Instead, asset-
backed securities provide periodic payments which generally consist
of both interest and principal payments.

The estimated life of an asset-backed security varies with the
prepayment experience with respect to the underlying debt
instruments.  The rate of such prepayments, and hence the life of an
asset-backed security, will be primarily a function of current
market interest rates, although other economic and demographic
factors may be involved.  For example, falling interest rates
generally result in an increase in the rate of prepayments of
mortgage loans while rising interest rates generally decrease the
rate of prepayments.  An acceleration in prepayments in response to
sharply falling interest rates will shorten the security's average
maturity and limit the potential appreciation in the security's
value relative to a conventional debt security.  In periods of
sharply rising rates, prepayments generally slow, increasing the
security's average life and its potential for price depreciation.

Illiquid and Restricted Securities (Cash Portfolio and Retirement
Portfolio).  Each fund may purchase securities that are not
registered ("restricted securities") under the Securities Act of
1933, as amended (the "1933 Act"), but can be offered and sold to
"qualified institutional buyers" under Rule 144A under the 1933 Act
("Rule 144A").  Each fund may also invest a portion of its assets in
illiquid investments, which include repurchase agreements maturing
in more than seven days.  The Board of Directors may determine,
based upon a continuing review of the trading markets for the
specific restricted security, that such restricted securities are
liquid.  The Board of Directors has adopted guidelines and delegated
to management the daily function of determining and monitoring
liquidity of restricted securities available pursuant to Rule 144A.
 The Board, however, retains sufficient oversight and is ultimately
responsible for the determinations.  Since it is not possible to
predict with assurance exactly how the market for Rule 144A
restricted securities will develop, the Board will monitor each
fund's investments in these securities, focusing on such important
factors, among others, as valuation, liquidity and availability of
information.  Investments in restricted securities could have the
effect of increasing the level of illiquidity in a fund to the
extent that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities.  The funds
may also purchase restricted securities that are not registered
under Rule 144A.

The Articles of Incorporation of the Company permit the Board of
Directors to establish additional funds of the Company from time to
time.  The investment restrictions applicable to any such additional
fund would be established by the Board of Directors at the time such
fund were established and may differ from those set forth above.

Other Investment Techniques

The following pertains to each fund:

Portfolio Turnover.  Each fund may, to a limited degree, engage in
short-term trading to attempt to take advantage of short-term market
variations, or may dispose of a portfolio security prior to its
maturity if it believes such disposition advisable or it needs to
generate cash to satisfy redemptions.  In such cases, a fund may
realize a gain or loss.

Borrowing.  Each fund may borrow money from banks for temporary or
emergency purposes, including for the purpose of accommodating
requests for the redemption of shares while effecting an orderly
liquidation of portfolio securities, and not for leveraging
purposes.

Reverse Repurchase Agreements.  The Government Portfolio may invest
33 1/3% of its total assets in reverse repurchase agreements and
enter into reverse repurchase agreements with broker/dealers and
other financial institutions including the funds' custodian.  Such
agreements involve the sale of portfolio securities with an
agreement to repurchase the securities at an agreed-upon price, date
and interest payment and have the characteristics of borrowing.
Since the proceeds of borrowings under reverse repurchase agreements
are invested, this would introduce the speculative factor known as
"leverage." Such transactions are only advantageous if the
Government Portfolio has an opportunity to earn a greater rate of
interest on the cash derived from the transaction than the interest
cost of obtaining that cash.  Opportunities to realize earnings from
the use of the proceeds equal to or greater than the interest
required to be paid may not always be available, and the Fund
intends to use the reverse repurchase technique only when the
Manager believes it will be advantageous to the Government
Portfolio.  The use of reverse repurchase agreements may exaggerate
any interim increase or decrease in the value of the Government
Portfolio's assets.  The funds' custodian bank will maintain a
separate account for the Government Portfolio with securities having
a value equal to or greater than such commitments.


RISK FACTORS

Interest Rate Risk.  General changes in interest rates result in
increases or decreases in the market value of the obligations held
by a fund (but do not affect the amortized cost valuations).  The
market value of the obligations held by each fund can be expected to
vary inversely to changes in prevailing interest rates.  Investors
also should recognize that, in periods of declining interest rates,
each fund's yield will tend to be somewhat higher than prevailing
market rates, and in periods of rising interest rates, each fund's
yield will tend to be somewhat lower.  Also, when interest rates are
falling, the inflow of net new money to a fund from the continuous
sale of its shares will likely be invested in instruments producing
lower yields than the balance of its investments, thereby reducing
the Portfolio's current yield.  In periods of rising interest rates,
the opposite can be expected to occur.

Foreign Investments (Cash Portfolio and Retirement Portfolio).
Investments in securities issued by foreign banks or foreign issuers
present certain additional risks.  Foreign issuers generally are not
subject to uniform accounting, auditing and financial reporting
standards or to other regulatory practices and requirements
applicable to domestic issuers.  In addition, there may be less
publicly available information about a foreign issuer than about a
domestic issuer.  Cash Portfolio and Retirement Portfolio may invest
in Eurodollar and Yankee obligations, which are certificates of
deposit issued in U.S. dollars by foreign banks and foreign branches
of U.S. banks.  The risks of Eurodollar includes the possibility
that a foreign government will not allow U.S. dollar-denominated
assets to leave the foreign country and the possibility that adverse
political or economic developments will affect investments in a
foreign country.


INVESTMENT RESTRICTIONS AND FUNDAMENTAL POLICIES

The funds are subject to following restrictions and policies that
are "fundamental," which means that they cannot be changed without
approval by a vote of a majority of the outstanding voting
securities of a fund affected by the change, as defined in the 1940
Act and in accordance with Rule 18f-2 thereunder (see "Voting
Rights").

Fundamental Policies - Each fund.  Without the approval of a
majority of its outstanding voting securities, no fund may:

1.	Invest in a manner that would cause it to fail to be a
"diversified company" under the 1940 Act and the rules,
regulations and orders thereunder.  (However, since each of
the funds operates as money market fund under Rule 2a-7 under
the Act, compliance with Rule 2a-7 is deemed to satisfy the
diversification requirements otherwise applicable to
diversified investment companies under the 1940 Act.)

2.	Issue "senior securities" as defined in the 1940 Act and the
rules, regulations and orders thereunder, except as permitted
under the 1940 Act and the rules, regulations and orders
thereunder.

3.	Borrow money, except that (a) the fund may borrow from banks
for temporary or emergency (not leveraging) purposes,
including the meeting of redemption requests which might
otherwise require the untimely disposition of securities, and
(b) the fund may, to the extent consistent with its investment
policies, enter into reverse repurchase agreements, forward
roll transactions and similar investment strategies and
techniques.  To the extent that it engages in transactions
described in (a) and (b), the fund will be limited so that no
more than 33-1/3% of the value of its total assets (including
the amount borrowed), valued at the lesser of cost or market,
less liabilities (not including the amount borrowed), is
derived from such transactions.

4.	Make loans.  This restriction does not apply to: (a) the
purchase of debt obligations in which the fund may invest
consistent with its investment objectives and policies; (b)
repurchase agreements; and (c) loans of its portfolio
securities, to the fullest extent permitted under the 1940
Act.

5.	Purchase or sell real estate, real estate mortgages, real
estate investment trust securities, commodities or commodity
contracts, but this restriction shall not prevent each fund
from (a) investing in securities of issuers engaged in the
real estate business or the business of investing in real
estate (including interests in limited partnerships owning or
otherwise engaging in the real estate business or the business
of investing in real estate) and securities which are secured
by real estate or interests therein; (b) holding or selling
real estate received in connection with securities it holds or
held; or (c) trading in futures contracts and options on
futures contracts (including options on currencies to the
extent consistent with the fund's investment objective and
policies).

Additional Fundamental Policies - Cash Portfolio and Retirement
Portfolio.  In addition to the fundamental policies stated above for
all funds:

1.	Neither Cash Portfolio nor Retirement Portfolio may invest
less than 25% of its assets in bank obligations (including
both domestic and foreign bank obligations) and reserves
freedom of action to concentrate in securities issued or
guaranteed as to principal and interest by the U.S.
government, its agencies and instrumentalities.

Nonfundamental Policies.  The funds are subject to the following
restrictions and policies which are "non-fundamental" and which may
be changed by the Company's Board of Directors without shareholder
approval, subject to any applicable disclosure requirements.  As a
nonfundamental policy, no fund may:

1.	Purchase any securities on margin (except for such short-term
credits as are necessary for the clearance of purchases and
sales of portfolio securities) or sell any securities short
(except "against the box").  For purposes of this restriction,
the deposit or payment by the fund of underlying securities
and other assets in escrow and collateral agreements with
respect to initial or maintenance margin in connection with
futures contracts and related options and options on
securities, indexes or similar items is not considered to be
the purchase of a security on margin.

2.	Invest in securities of other investment companies except as
may be acquired as part of a merger, consolidation, or
acquisition of assets.

3.	Purchase or otherwise acquire any security if, as a result,
more than 10% of its net assets would be invested in
securities that are illiquid.

4.	Invest in oil and gas interests.

5.	Invest in any company for the purpose of exercising control.

6.	Write or purchase put or call options.

All of the foregoing restrictions that are stated in terms of
percentages will apply at the time an investment is made; a
subsequent increase or decrease in the percentage that may result
from changes in values or net assets will not result in a violation
of the restriction.  Notwithstanding any of the foregoing investment
restrictions, each of the funds may invest up to 100% of its assets
in U.S. Government Obligations.


COMPUTATION OF YIELD

From time to time the Company may advertise the yield and effective
yield of its funds.  For Cash Portfolio and Government Portfolio,
each fund may advertise the yield and effective yield of Class A,
Class L and Class Y shares.  These yield figures are based on
historical earnings and are not intended to indicate future
performance.  The yield of a fund or a class refers to the net
investment income generated by an investment in the fund or the
class over a specific seven-day period (which will be stated in the
advertisement).  This net investment income is then annualized.  The
effective yield is calculated similarly but, when annualized, the
income earned by an investment in the fund or the class is assumed
to be reinvested.  The effective yield will be slightly higher than
the yield because of the compounding effect of the assumed
reinvestment.

For the seven-day period ended December 31, 1999, the yield for the
Cash Portfolio was 5.18% (the effective yield was 5.32%) for Class
A shares, 5.23% (the effective yield was 5.37%) for Class L shares,
and 5.39% (the effective yield was 5.53%) for Class Y shares, with
an average dollar-weighted portfolio maturity of 43 days; the yield
for the Government Portfolio was 4.92% (the effective yield was
5.04%) for the Class A shares, 4.94% (the effective yield was 5.07%)
for Class L shares and 5.08% (the effective yield was 5.21%) for the
Class Y shares with an average dollar-weighted maturity of 42 days;
and the yield for the Retirement Portfolio was 5.21% (the effective
yield was 5.34%) with an average dollar-weighted portfolio maturity
of 34 days.  The Company quotes current yield of each fund and class
by dividing the net change in the value of a hypothetical
preexisting account having a balance of one share at the beginning
of a recent seven-day base period by the value of the account at the
beginning of the base period and multiplying this base period return
by 365/7.  Net change in account value is the value of additional
shares purchased with dividends from original shares and dividends
declared on both original shares and any additional shares, but does
not include any changes in unrealized appreciation or depreciation.
 In addition, for each fund and class the Company may from time to
time quote effective yield figures assuming the compounding of
dividends.  The effective yield will be slightly higher than the
yield because of the compounding effect.  The Company also quotes
for each fund and class the average dollar-weighted portfolio
maturity for the corresponding seven-day period.

Although principal is not insured and there can be no assurance that
a $1.00 per share net asset value will be maintained, it is not
expected that the net asset value of any fund's shares will
fluctuate because the Company uses the amortized cost method of
valuation.  (See "Valuation of Shares and Amortized Cost
Valuation.") Investors should bear in mind that yield is a function
of the type, quality and maturity of the instruments in a fund and
the fund's operating expenses.  While current yield information may
be useful, investors should realize that each fund's current yield
will fluctuate, is not necessarily representative of future results
and may not provide a basis for comparison with bank deposits or
other investments that pay a fixed yield for a stated period of
time.


VALUATION OF SHARES AND AMORTIZED COST VALUATION

The net asset value per share of each fund is determined as of 12
noon Eastern time on each day that the New York Stock Exchange
("NYSE") is open by dividing the fund's net assets attributable to
each class (i.e., the value of its assets less liabilities) by the
total number of shares of the class outstanding. Each fund may also
determine net asset value per share on days when the NYSE is not
open, but when the settlement of securities may otherwise occur.  As
noted above, each fund employs the amortized cost method of valuing
portfolio securities and seeks to continue to maintain a constant
net asset value of $1.00 per share.

The Prospectus states that net asset value will be determined on any
day the NYSE is open and that the net asset value may be determined
on any day that the settlement of securities otherwise occurs.  The
New York Stock Exchange is closed on the following holidays: New
Year's Day, Martin Luther King, Jr. Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day and on the preceding Friday or subsequent Monday
when one of these holidays falls on a Saturday or Sunday,
respectively.

The Company uses the "amortized cost method" for valuing portfolio
securities pursuant to Rule 2a-7 under the 1940 Act.  The amortized
cost method of valuation of each fund's portfolio securities
involves valuing a security at its cost at the time of purchase and
thereafter assuming a constant amortization to maturity of any
discount from or premium to the stated principal amount of the
security, regardless of the impact of fluctuating interest rates on
its market value.  The market value of portfolio securities will
fluctuate on the basis of the creditworthiness of the issuers of
such securities and with changes in interest rates generally.  While
the amortized cost method provides certainty in valuation, it may
result in periods during which value, as determined by amortized
cost, is higher or lower than the price the fund would receive if it
sold the instrument.  During such periods the yields to investors in
a fund may differ somewhat from that obtained in a similar fund that
uses mark-to-market values for all its portfolio securities.  For
example, if the use of amortized cost resulted in a lower (higher)
aggregate portfolio value on a particular day, a prospective
investor in the funds would be able to obtain a somewhat higher
(lower) yield than would result from investment in such similar
company, and existing investors would receive less (more) investment
income.

The purpose of this method of valuation is to attempt to maintain a
constant net asset value per share, and it is expected that the
price of the funds' shares will remain at $1.00; however,
shareholders should be aware that despite procedures that will be
followed to have a stabilized price, including maintaining a maximum
dollar-weighted average portfolio maturity of 90 days and investing
in securities with remaining maturities of only 13 months or less,
there is no assurance that at some future date there will not be a
rapid change in prevailing interest rates, a default by an issuer or
some other event that could cause the fund's price per share to
change from $1.00.


IRA AND OTHER PROTOTYPE RETIREMENT PLANS

Copies of the following plans with custody or trust agreements have
been approved by the Internal Revenue Service and are available from
the Company or Salomon Smith Barney; investors should consult with
their own tax or retirement planning advisors prior to the
establishment of a plan.

IRA, Rollover IRA and Simplified Employee Pension - IRA

The Small Business Job Protection Act of 1996 changed the
eligibility requirements for participants in Individual Retirement
Accounts ("IRAs").  Under these new provisions, if you or your
spouse have earned income, each of you may establish an IRA and make
maximum annual contributions equal to the lesser of earned income or
$2,000.  As a result of this legislation, married couples where one
spouse is non- working may now contribute a total of $4,000 annually
to their IRAs.

The Taxpayer Relief Act of 1997 has changed the requirements for
determining whether or not you are eligible to make a deductible IRA
contribution.  Under the new rules effective January 1, 1998, if you
are considered an active participant in an employer-sponsored
retirement plan, you may still be eligible for a full or partial
deduction depending upon your combined adjusted gross income
("AGI").  For married couples filing jointly for 1998, a full
deduction is permitted if your combined AGI is $50,000 or less
($30,000 for unmarried individuals); a partial deduction will be
allowed when AGI is between $50,000-$60,000 ($30,000-$40,000 for an
unmarried individual); and no deduction when AGI is above $60,000
($40,000 for an unmarried individual).  However, if you are married
and your spouse is covered by a employer-sponsored retirement plan,
but you are not, you will be eligible for a full deduction if your
combined AGI is $150,000 or less.  A partial deduction is permitted
if your combined AGI is between $150,000-$160,000, and no deduction
is permitted after $160,000.

The rules applicable to so-called "Roth IRAs" differ from those
described above.

A Rollover IRA is available to defer taxes on lump sum payments and
other qualifying rollover amounts (no maximum) received from another
retirement plan.

An employer who has established a Simplified Employee Pension - IRA
("SEP-IRA") on behalf of eligible employees may make a maximum
annual contribution to each participant's account of 15% (up to
$25,500) of each participant's compensation.  Compensation is capped
at $170,000 for 1999.

Paired Defined Contribution Prototype

Corporations (including Subchapter S corporations) and non-corporate
entities may purchase shares of the Company through the Smith Barney
Prototype Paired Defined Contribution Plan (the "Prototype").  The
Prototype permits adoption of profit-sharing provisions, money
purchase pension provisions, or both, to provide benefits for
eligible employees and their beneficiaries.  The Prototype provides
for a maximum annual tax deductible contribution on behalf of each
Participant of up to 25% of compensation, but not to exceed $30,000
(provided that a money purchase pension plan or both a profit-
sharing plan and a money purchase pension plan are adopted
thereunder).


PURCHASE OF SHARES

Cash Portfolio and Government Portfolio.  The minimum initial
investment for Class A is $1,000 for each Cash Portfolio and
Government Portfolio account and the minimum subsequent investment
is $50, except for purchases through (a) IRAs and Self-Employed
Retirement Plans, for which the minimum initial and subsequent
investments are $250 and $50, respectively, and (b) retirement plans
qualified under Section 403(b)(7) or Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), for which the minimum
initial and subsequent investments are $25.  There are no minimum
investment requirements in Class A shares for employees of Citigroup
and its subsidiaries, including Salomon Smith Barney, and Directors
or Trustees of any Citigroup-affiliated funds, including the Smith
Barney Mutual Funds, and their spouses and children.  The minimum
initial investment for Class Y is $15,000,000 for each Cash
Portfolio and Government Portfolio account (except for purchases of
Class Y shares by Smith Barney Concert Allocation Series Inc., for
which there is no minimum purchase amount) and the minimum
subsequent investment is $50.  In addition, Class Z shares, which
are offered pursuant to a separate prospectus, are offered
exclusively to tax-exempt employee benefit and retirement plans of
Salomon Smith Barney and its affiliates.

Class A and Class Y shares of the Cash Portfolio and Government
Portfolio are available for purchase directly by investors.  Class
L shares of the Cash Portfolio and Government Portfolio are
available for purchase only by Participating Plans (as defined under
"Purchase of Shares-Salomon Smith Barney Retirement Programs")
opened prior to June 21, 1996, either directly or as part of an
exchange privilege transaction with certain other funds distributed
by Salomon Smith Barney.  Class L shares of the Government Portfolio
that represent previously issued "Class B" shares may only be
redeemed or exchanged out of the fund.

Retirement Portfolio.  Shares of the Retirement Portfolio are
offered exclusively to retirement plans under Sections 401 and 408
of the Code.  To purchase these shares, a brokerage account for your
retirement plan must be established with Salomon Smith Barney upon
completion of an account application available from your Financial
Consultant.  Salomon Smith Barney has advised the fund that the
minimum initial purchase is $200 for each Retirement Portfolio
account, and subsequent investments may be $1.00 or more.  Salomon
Smith Barney also has advised the fund that on each business day it
will automatically invest all good funds of $1.00 or more in the
brokerage account in full shares of the Retirement Portfolio, and
there is no charge for this service.

Each fund's shares are sold continuously at their net asset value
next determined after a purchase order is received and becomes
effective.  A purchase order becomes effective, and income dividends
begin to accrue, when the fund, Salomon Smith Barney or an
Introducing Broker receives, or converts the purchase amount into,
Federal funds (i.e., monies of member banks within the Federal
Reserve System held on deposit at a Federal Reserve Bank).  When
orders for the purchase of fund shares are paid for in Federal funds
which is required if shares are purchased through PFPC Global Fund
Services ("PFPC" or the "sub-transfer agent" with regard to Salmon
Smith Barney accounts), or are placed by an investor with sufficient
Federal funds or cash balance in the investor's brokerage account
with Salomon Smith Barney or the Introducing Broker, the order
becomes effective on the day of receipt if received prior to 12
noon, Eastern time, on any day the Fund calculates its net asset
value.  See "Valuation of Shares."  Purchase orders received after
12 noon on any business day are effective as of the next time the
net asset value is determined.  When orders for the purchase of fund
shares are paid for other than in Federal funds, Salomon Smith
Barney or the Introducing Broker, acting on behalf of the investor,
will complete the conversion into, or itself advance, Federal funds,
and the order will become effective on the day following its receipt
by the fund, Salomon Smith Barney or the Introducing Broker.

Salomon Smith Barney Retirement Programs. You may be eligible to
participate in a retirement program sponsored by Salomon Smith
Barney or one of its affiliates. The Cash Portfolio and Government
Portfolio each offers Class A and Class L shares at net asset value
to participating plans under the programs. You can meet minimum
investment and exchange amounts, if any, by combining the plan's
investments in any of the Smith Barney mutual funds.

There are no sales charges when you buy or sell shares and the class
of shares you may purchase depends on the amount of your initial
investment and/or the date your account is opened. Once a class of
shares is chosen, all additional purchases must be of the same
class.

For plans opened on or after March 1, 2000 that are not part of the
Paychex offering, Class A shares may be purchased regardless of the
amount invested.

For plans opened prior to March 1, 2000 and for plans that are part
of the Paychex offering, the class of shares you may purchase
depends on the amount of your initial investment:

Class A Shares. Class A shares may be purchased by plans investing
at least $1 million.

Class L Shares.  Class L shares may be purchased by plans investing
less than $1 million.  Class L shares are eligible to exchange into
Class A shares not later than 8 years after the plan joined the
program. They are eligible for exchange in the following
circumstances:

If the plan was opened on or after June 21, 1996 and a total of $1
million is invested in Smith Barney Funds Class L shares (other than
money market funds), all Class L shares are eligible for exchange
after the plan is in the program 5 years.

If the plan was opened before June 21, 1996 and a total of $500,000
is invested in Smith Barney Funds Class L shares (other than money
market funds) on December 31 in any year, all Class L shares are
eligible for exchange on or about March 31 of the following year.

For more information, call your Salomon Smith Barney Financial
Consultant or the transfer agent.

Retirement Programs Opened On or After June 21, 1996.   If, at the
end of the fifth year after the date the participating plan enrolled
in the Smith Barney 401(k) Program or ExecChoiceTM Program, a
participating plan's total Class L holdings in all non-money market
Smith Barney Mutual Funds equal at least $1,000,000, the
participating plan will be offered the opportunity to exchange all
of its Class L shares for Class A shares of the fund. (For
participating plans that were originally established through a
Salomon Smith Barney retail brokerage account, the five-year period
will be calculated from the date the retail brokerage account was
opened.) Such participating plans will be notified of the pending
exchange in writing within 30 days after the fifth anniversary of
the enrollment date and, unless the exchange offer has been rejected
in writing, the exchange will occur on or about the 90th day after
the fifth anniversary date. If the participating plan does not
qualify for the five-year exchange to Class A shares, a review of
the participating plan's holdings will be performed each quarter
until either the participating plan qualifies or the end of the
eighth year.

Retirement Programs Opened Prior to June 21, 1996.   In any year
after the date a participating plan enrolled in the Smith Barney
401(k) Program, if its total Class L holdings in all non-money
market Smith Barney Mutual Funds equal at least $500,000 as of the
calendar year-end, the participating plan will be offered the
opportunity to exchange all of its Class L shares for Class A shares
of the same fund. Such Plans will be notified in writing within 30
days after the last business day of the calendar year and, unless
the exchange offer has been rejected in writing, the exchange will
occur on or about the last business day of the following March.

Any participating plan in the Smith Barney 401(k) or ExecChoiceTM
Program, whether opened before or after June 21, 1996, that has not
previously qualified for an exchange into Class A shares will be
offered the opportunity to exchange all of its Class L shares for
Class A shares of the same fund regardless of asset size, at the end
of the eighth year after the date the participating plan enrolled in
the Smith Barney 401(k) or ExecChoiceTM Program. Such plans will be
notified of the pending exchange in writing approximately 60 days
before the eighth anniversary of the enrollment date and, unless the
exchange has been rejected in writing, the exchange will occur on or
about the eighth anniversary date. Once an exchange has occurred, a
participating plan will not be eligible to acquire additional Class
L shares, but instead may acquire Class A shares of the same fund.
Any Class L shares not converted will continue to be subject to the
distribution fee.

Participating plans wishing to acquire shares of the fund through
the Smith Barney 401(k) Program or the Smith Barney ExecChoiceTM
Program must purchase such shares directly from the transfer agent.
For further information regarding these Programs, investors should
contact a Salomon Smith Barney Financial Consultant.

Letter of Intent - Class Y Shares.  A Letter of Intent may be used
as a way for investors to meet the minimum investment requirement
for Class Y shares.  Such investors must make an initial minimum
purchase of $5,000,000 in Class Y shares of the Fund and agree to
purchase a total of $15,000,000 of Class Y Shares of the Fund within
13 months from the date of the Letter.  If a total investment of
$15,000,000 is not made within the 13-month period, all Class Y
shares purchased during such period will be transferred to Class A
shares, where they will be subject to all fees (including a service
fee of 0.25%) and expenses applicable to the Fund's Class A shares,
which may include a deferred sales charge of 1.00%.  Please contact
a Salomon Smith Barney Financial Consultant, or Citi Fiduciary Trust
Company (the "Transfer Agent") for further information.


REDEMPTION OF SHARES

Shareholders may redeem their shares without charge on any day a
fund calculates its net asset value. See "Valuation of Shares and
Amortized Cost Valuation."  Redemption requests received in proper
form before 12 noon, Eastern time, are priced at the net asset value
as next determined on that day.  Redemption requests received after
12 noon, Eastern time, are priced at the net asset value next
determined.  Redemption requests must be made through a Salomon
Smith Barney Financial Consultant, dealer representative or for PFS
accounts through PFS Shareholders Services ("PFSSS"), through whom
the shares were purchased, except that shareholders who purchased
shares of the fund from PFPC or PFSSS may also redeem shares
directly through PFPC or PFSSS.  A shareholder desiring to redeem
shares represented by certificates also must present the
certificates to a Salomon Smith Barney Financial Consultant, dealer
representative or PFPC or PFSSS endorsed for transfer (or
accompanied by an endorsed stock power), signed exactly as the
shares are registered.  Redemption requests involving shares
represented by certificates will not be deemed received until the
certificates are received by PFPC or PFSSS in proper form.

Each fund normally transmits redemption proceeds on the business day
following receipt of a redemption request but, in any event, payment
will be made within three days thereafter, exclusive of days on
which the NYSE is closed and the settlement of securities does not
otherwise occur, or as permitted under the 1940 Act in extraordinary
circumstances.  Generally, if the redemption proceeds are remitted
to a Salomon Smith Barney brokerage account, these funds will not be
invested for the shareholder's benefit without specific instruction
and Salomon Smith Barney will benefit from the use of temporarily
uninvested funds.  A shareholder who pays for fund shares by
personal check will be credited with the proceeds of a redemption of
those shares only after the purchase check has been collected, which
may take up to ten days or more.  A shareholder who anticipates the
need for more immediate access to his or her investment should
purchase shares with Federal funds, by bank wire or with a certified
or cashier's check.

Fund shareholders who purchase securities through a Salomon Smith
Barney Financial Consultant or dealer representative may take
advantage of special redemption procedures under which Class A
shares of the fund will be redeemed automatically to the extent
necessary to satisfy debit balances arising in the shareholder's
account with a Salomon Smith Barney Financial Consultant or dealer
representative.  One example of how an automatic redemption may
occur involves the purchase of securities.  If a shareholder
purchases securities but does not pay for them by the settlement
date, the number of fund shares necessary to cover the debit will be
redeemed automatically as of the settlement date, which usually
occurs three business days after the trade date.  Class A shares
that are subject to a deferred sales charge (see "Redemption of
Shares - Deferred Sales Charge") are not eligible for such automatic
redemption and will only be redeemed upon specific request.  If the
shareholder does not request redemption of such shares, the
shareholder's account with a Salomon Smith Barney Financial
Consultant or dealer representative may be margined to satisfy debit
balances if sufficient fund shares that are not subject to any
applicable deferred sales charge are unavailable.  No fee is
currently charged with respect to these automatic transactions.
Shareholders not wishing to participate in these arrangements should
notify their Salomon Smith Barney Financial Consultant or dealer
representative.

A written redemption request must (a) state the class and number or
dollar amount of shares to be redeemed, (b) identify the
shareholder's account number and (c) be signed by each registered
owner exactly as the shares are registered.  If the shares to be
redeemed were issued in certificate form, the certificates must be
endorsed for transfer (or be accompanied by an endorsed stock power)
and must be submitted to PFPC or PFSSS together with the redemption
request.  Any signature appearing on a written redemption request in
excess of $10,000, share certificate or stock power must be
guaranteed by an eligible guarantor institution such as a domestic
bank, savings and loan institution, domestic credit union, member
bank of the Federal Reserve System or member firm of a national
securities exchange.  Written redemption requests of $10,000 or less
do not require a signature guarantee unless more than one such
redemption request is made in any 10-day period.  Redemption
proceeds will be mailed to an investor's address of record.  The
Transfer Agent may require additional supporting documents for
redemptions made by corporations, executors, administrators,
trustees or guardians.  A redemption request will not be deemed
properly received until the Transfer Agent receives all required
documents in proper form.

Telephone Redemption and Exchange Program.  To determine if a
shareholder is entitled to participate in this program, he or she
should contact the Transfer Agent at 1-800-451-2010.  Once
eligibility is confirmed, the shareholder must complete and return
a Telephone/Wire Authorization Form, along with a signature
guarantee, that will be provided by the Transfer Agent upon request.
 (Alternatively, an investor may authorize telephone redemptions on
the new account application with the applicant's signature guarantee
when making his/her initial investment in the fund.)

Redemptions.  Redemption requests of up to $10,000 of any class or
classes of a fund's shares may be made by eligible shareholders by
calling the Transfer Agent at 1-800-451-2010.  Such requests may be
made between 9:00 a.m. and 4:00 p.m. (Eastern time) on any day the
NYSE is open. Requests received after the close of regular trading
on the NYSE are priced at the net asset value next determined.
Redemptions of shares (i) by retirement plans or (ii) for which
certificates have been issued are not permitted under this program.

A shareholder will have the option of having the redemption proceeds
mailed to his/her address of record or wired to a bank account
predesignated by the shareholder.  Generally, redemption proceeds
will be mailed or wired, as the case may be, on the next business
day following the redemption request.  In order to use the wire
procedures, the bank receiving the proceeds must be a member of the
Federal Reserve System or have a correspondent relationship with a
member bank.  The fund reserves the right to charge shareholders a
nominal fee for each wire redemption.  Such charges, if any, will be
assessed against the shareholder's account from which shares were
redeemed.  In order to change the bank account designated to receive
redemption proceeds, a shareholder must complete a new
Telephone/Wire Authorization Form and, for the protection of the
shareholder's assets, will be required to provide a signature
guarantee and certain other documentation.

Exchanges.  Eligible shareholders may make exchanges by telephone if
the account registration of the shares of the fund being acquired is
identical to the registration of the shares of the fund exchanged.
Such exchange requests may be made by calling the Transfer Agent at
1-800-451-2010 between 9:00 a.m. and 4:00 p.m. (Eastern time) on any
day on which the NYSE is open.  See "Exchange Privilege" for more
information.

Additional information regarding Telephone Redemption and Exchange
Program.   Neither the funds nor their agents will be liable for
following instructions communicated by telephone that are reasonably
believed to be genuine.  Each fund and its agents will employ
procedures designed to verify the identity of the caller and
legitimacy of instructions (for example, a shareholder's name and
account number will be required and phone calls may be recorded).
 Each fund reserves the right to suspend, modify or discontinue the
telephone redemption and exchange program or to impose a charge for
this service at any time following at least seven (7) days prior
notice to shareholders.

Deferred Sales Charge - Cash Portfolio and Government Portfolio

Class A shares of the Cash Portfolio and Government Portfolio and
Class L shares of the Government Portfolio that represent previously
issued "Class B" shares acquired as part of an exchange privilege
transaction, which were originally acquired in one of the other
Smith Barney Mutual Funds at net asset value subject to a deferred
sales charge, continue to be subject to any applicable deferred
sales charge of the original fund. Therefore, such Class A and Class
L shares that are redeemed within 12 months of the date of purchase
of the original fund may be subject to a deferred sales charge of
1.00%.  The amount of any deferred sales charge will be paid to and
retained by Salomon Smith Barney.  The deferred sales charge will be
assessed based on an amount equal to the account value at the time
of redemption, and will not be imposed on increases in value above
the initial purchase price in the original fund.  In addition, no
charge will be assessed on shares derived from reinvestment of
dividends or capital gains distributions.

In determining the applicability of any deferred sales charge, it
will be assumed that a redemption is made first of shares
representing capital appreciation, next of shares representing the
reinvestments of dividends and capital gain distributions and
finally of other shares held by the shareholder for the longest
period of time.  The length of time that Class A and Class L shares
have been held will be calculated from the date that the shares were
initially acquired in one of the other Smith Barney Mutual Funds,
and the amount of shares being redeemed will be considered to
represent, as applicable, the value of capital appreciation or
dividend and capital gain distribution reinvestments in such other
funds.  For federal income tax purposes, the amount of the deferred
sales charge will reduce the gain (if any) or increase the loss (if
any), as the case may be, on redemption.

The deferred sales charge on Class A and Class L shares, if any,
will be waived on (a) exchanges (see "Exchange Privilege" below);
(b) redemptions of shares within twelve months following the death
or disability of the shareholder; (c) redemption of shares made in
connection with qualified distributions from retirement plans or
IRAs upon the attainment of age 59 1/2; (d) involuntary redemptions;
and (e) redemptions of shares to effect a combination of a Portfolio
with any investment company by merger, acquisition of assets or
otherwise.  In addition, a shareholder who has redeemed shares from
other funds of the Smith Barney Mutual Funds may, under certain
circumstances, reinvest all or part of the redemption proceeds
within 60 days and receive pro rata credit for any deferred sales
charge imposed on the prior redemption.

Deferred sales charge waivers will be granted subject to
confirmation (by Salomon Smith Barney in the case of shareholders
who are also Salomon Smith Barney clients or by the Transfer Agent
in the case of all other shareholders) of the shareholder's status
or holdings, as the case may be.

For information concerning the deferred sales charge applicable to
Class A and Class L shares acquired through the Salomon Smith Barney
Retirement Programs, see "Purchase of Shares."

PFS ACCOUNTS

Initial purchases of shares of each fund must be made through a PFS
Investments Registered Representative by completing the appropriate
application.  The completed application should be forwarded to PFS
Shareholder Services, the Sub-Transfer Agent, P.O. Box 105033,
Atlanta, Georgia 30348-5033.  Checks drawn on foreign banks must be
payable in U.S. dollars and have the routing number of the U.S. bank
encoded on the check.  Subsequent investments may be sent directly
to PFSSS.   In processing applications and investments.  Citi
Fiduciary Trust Company, the Transfer Agent acts as agent for the
investor and for PFS Investments and also as agent for the
Distributor, in accordance with the Terms of the Prospectus.  If the
Transfer Agent ceases to act as such, a successor company named by
the Company will act in the same capacity so long as the accounts
remains open.

Redemption proceeds can be sent by check to the address of record or
by wire transfer to a bank account designated on the application. A
shareholder will be charged a $25 service fee for wire transfers and
a nominal service fee for transfers made directly to the
shareholders bank by the Automated Clearinghouse(ACH). PFSSS will
process and mail usually within two to three business days after
receiving the redemption request in good order. The shareholder may
request the proceeds to be mailed by two day air express for a $8
fee that will be deducted from the shareholders account or by one
day express for a $15 fee that will be deducted from the
shareholder's account.

Shares purchased will be held in the shareholder's account by the
PFSSS.  Share certificates are issued only upon a shareholder's
written request to PFSSS. A shareholder holding shares for which
certificates have not been issued may appoint the Fund's PFSSS as
agent and request, on the application form, special forms of drafts
payable through Fidelity National Bank . PFSSS issues these drafts
on behalf of the Portfolio in books of ten drafts for which there is
a charge by PFS of $7.50 per book.  A shareholder who has
insufficient funds to complete any purchase, including those for
Systematic Investment Plans, will be charged a fee of up to $30 per
returned purchase by PFS or PFSSS.  Additionally, PFS Distributors,
Inc. pays to PFS Investments a promotional fee calculated as a
percentage of the sales charge reallowed to PFS.  The percentage
used in the calculation is 3%.

An Account Transcript is available at a shareholder's request which
identifies every financial transaction in an account since it was
opened.  To defray administrative expenses involved with providing
multiple years worth of information, there is a $15 charge for each
Account Transcript requested.  Additional copies of tax forms are
available at the shareholder's request.  A fee of $10 for each tax
form will be assessed.

Upon completion of certain automated systems, shareholders who
establish telephone transaction authority on their account and
supply bank account information may make additions to their accounts
at any time.  Shareholders should contact PFSSS at (800) 544-5445
between 8:00 a.m. and 8:00 p.m. eastern time any day that the NYSE
is open.  If a shareholder does not wish to allow telephone
subsequent investments by any person in his account, he should
decline the telephone transaction option on the account application.
 The minimum telephone subsequent investment is $250 and can be up
to a maximum of $10,000.  By requesting a purchase by telephone, you
authorize PFSSS to transfer funds from the bank account provided for
the amount of the purchase.  A shareholder who has insufficient
funds to complete the transfer will be charged a fee of up to $30 by
PFS or PFSSS.  A shareholder who places a stop payment on a transfer
or the transfer is returned because the account has been closed,
will also be charged a fee of up to $30 by PFS or PFSSS.  Subsequent
investments by telephone may not be available if the shareholder
cannot reach PFSSS whether because all telephone lines are busy or
for any other reason; in such case, a shareholder would have to use
the Fund's regular subsequent investment procedure described above.


EXCHANGE PRIVILEGE

Except as otherwise noted below, shares of each class may be
exchanged for shares of the same class in any of the Smith Barney
Mutual Funds, to the extent shares are offered for sale in the
shareholder's state of residence.  Exchanges of Class A and Class L
shares are subject to minimum investment requirements and all shares
are subject to other terms or requirements of the fund into which
exchanges are made and a sales charge may apply.

Class A Exchanges.  Class A shares of each fund will be subject to
the applicable sales charge upon the exchange of such shares for
Class A shares of another fund of the Smith Barney Mutual Funds sold
with a sales charge.

Class Y Exchanges.  Class Y shareholders of a fund who wish to
exchange all or a portion of their Class Y shares for Class Y shares
in any of the funds identified above may do so without imposition of
any charge.

Additional Information Regarding the Exchange Privilege.  Excessive
exchange transactions may be detrimental to each fund's performance
and its shareholders.  The investment manager may determine that a
pattern of frequent exchanges is excessive and contrary to the best
interests of a fund's other shareholders.  In this event the fund
may, at its discretion, decide to limit additional purchases and/or
exchanges by the shareholder.  Upon such a determination the fund
will provide notice in writing or by telephone to the shareholder at
least 15 days prior to suspending the exchange privilege and during
the 15 day period the shareholder will be required to (a) redeem his
or her shares in the fund or (b) remain invested in the Portfolio or
exchange into any of the funds of the Smith Barney Mutual Funds
ordinarily available, which position the shareholder would be
expected to maintain for a significant period of time.  All relevant
factors will be considered in determining what constitutes an
abusive pattern of exchanges.

Certain shareholders may be able to exchange shares by telephone.
 See "Redemption of Shares - Telephone Redemption and Exchange
Program."  Exchanges will be processed at the net asset value next
determined, plus any applicable sales charge.  Redemption procedures
discussed above are also applicable for exchanging shares, and
exchanges will be made upon receipt of all supporting documents in
proper form.  If the account registration of the shares of the fund
being acquired is identical to the registration of the shares of the
fund exchanged, no signature guarantee is required.   Before
exchanging shares, investors should read the current prospectus
describing the shares to be acquired.  These exchange privileges are
available to shareholders resident in any state in which the fund
shares being acquired may legally be sold.  The Company reserves the
right to modify or discontinue exchange privileges upon 60 days'
prior notice to shareholders.


TAXES

The following is a general summary of selected federal income tax
considerations that may affect the funds and their shareholders.  In
addition to the considerations described below, there may be other
federal, state, local, or foreign tax applications to consider.  The
summary does not address all of the federal income tax consequences
potentially applicable to the funds, or to all categories of
investors, some of which may be subject to special tax rules.  The
summary is not intended as a substitute for individual tax advice
and investors are urged to consult their own tax advisors as to the
tax consequences of an investment in a fund.

Dividends and Automatic Reinvestment.  Net investment income
includes interest accrued and discount earned and all short term
realized gains and losses on portfolio securities and is less
premium amortized and expenses accrued.  If a shareholder redeems in
full an account between payment days, all dividends declared up to
and including the date of liquidation will be paid with the proceeds
from the redemption of shares.  The per share dividends of Class A
and Class L shares of the Cash Portfolio and the Government
Portfolio may be less than the per share dividends of Class Y shares
of each such Portfolio principally as a result of the service fee
applicable to Class A and Class L shares.  Long-term capital gains,
if any, will be in the same per share amount for each class and will
be distributed annually.

Each fund has qualified and intends to continue to qualify each year
as a regulated investment company under Subchapter M of the Code by
complying with certain requirements regarding the sources and
distribution of its income and the diversification of its assets.
 As a regulated investment company, each fund will not be subject to
Federal income taxes to the extent that it distributes its
investment company taxable income and net capital gains, if any, in
accordance with the Code's timing and other requirements.  For
Federal income tax purposes, dividends and capital gains
distributions, if any, whether in shares or cash, are taxable to
shareholders of each fund that are not tax-exempt or tax deferred
retirement plans, accounts or entities.  Each fund anticipates that
all or substantially all of its distributions will be taxable as
ordinary income under the Code.  Under the Code, no portion of the
Fund's distributions will be eligible for the dividends received
deduction for corporations.

Dividends and other distributions by the funds are generally treated
under the Code as received by the shareholders at the time the
dividend or distribution is made.  However, any dividends or other
distributions declared by a fund in October, November or December
and made payable to shareholders of record in such a month would be
treated under the Code as if received by shareholders on December 31
of the year in which they are declared if they are paid in the
following January.

Dividends to shareholders who are nonresident aliens or foreign
entities may be subject to nonresident withholding (which differs
from the backup withholding described in the Prospectus) of federal
income tax at a maximum rate of 30%, subject to possible reduction
under an applicable income tax treaty (if any).  Other distributions
to these shareholders may be subject to backup withholding unless
their foreign status is properly certified in the manner required
under the Code.  Nonresident aliens and foreign entities should
consult their own tax advisers regarding these and other possible
tax consequences of investing in the funds.

On December 31, 1999, the unused capital loss carryovers by fund,
were approximately as follows: Cash Portfolio: $1,245,000 and
Government Portfolio: $1,000.  For Federal income tax purposes, this
amount is available to be applied against future capital gains of
the funds that have the carryovers, if any, that is realized prior
to the expiration of the applicable carryover. The carryovers expire
as follows:


December 31,
Name of Fund
2000
2001
2007
Cash Portfolio
$114,000
$1,131,00
0
---
Government Portfolio
---
---
$1,000


INVESTMENT MANAGEMENT AND OTHER SERVICES

Manager.  SSB Citi manages the day to day operations of each fund
pursuant to management agreements entered into by the Company on
behalf of each fund.  Under the management agreements, the Manager
offers each fund advice and assistance with respect to the
acquisition, holding or disposal of securities and recommendations
with respect to other aspects of the business and affairs of each
fund.  It also furnishes each fund with executive and other
personnel; management, bookkeeping, accounting and administrative
services; office space and equipment; and the services of the
officers and employees of the funds.  SSB Citi is a subsidiary of
Salomon Smith Barney Holdings, Inc., which is a subsidiary of
Citigroup, a publicly owned financial services company.  SSB Citi is
an investment manager to investment companies that had assets under
management as of March 31, 2000 in excess of $134 billion.

For the years 1997, 1998 and 1999, the funds paid management fees as
shown below:


Fund

Management Fee



1997
1998
1999
Cash Portfolio
$117,380,871
$138,431,850
$166,564,956

Government
Portfolio
19,475,520
21,476,822
22,847,469

Retirement
Portfolio*
5,982,179
6,375,587
7,196,326
* For year ended December 31, 1999, SSB Citi waived $271,460 of its
management fees for the Retirement Portfolio.

The respective funds' management agreements, which were approved by
their shareholders on September 16, 1994 and became effective on
November 21, 1994, and, most recently approved by the Board of
Directors, including a majority of the Directors who are not
"interested persons" of the Company or SSB Citi on June 16, 1999,
provide for daily compensation of the Manager at the following
annual rates:




Fund



Fund Asset Breakpoints
Management Fee as a
Percentage of
Average Daily Net
Assets
Cash Portfolio
First $6 billion
0.45%

Over $6 billion up to
$12 billion
0.425%

Over $12 billion up to
$18 billion
0.40%

Over $18 billion
0.35%
Government
Portfolio
First $2.5 billion
0.45%

Over $2.5 billion up to
$5 billion
0.40%

Over $5 billion
0.35%
Retirement
Portfolio
First $1 billion
0.45%

Over $1 billion up to $2
billion
0.40%

Over $2 billion
0.35%

Each fund's management agreement further provides that all other
expenses not specifically assumed by the Manager under the agreement
are borne by the Company.  Expenses payable by the Company include,
but are not limited to, all charges of custodians (including sums as
custodian and sums for keeping books, performing portfolio
valuations, and for rendering other services to the Company) and
shareholder servicing agents, filing fees and expenses relating to
the registration and qualification of the Company's shares under
Federal or state securities laws and maintaining such registrations
and qualifications (including the printing of the Company's
registration statements and prospectuses), expenses of preparing,
printing and distributing all proxy material, reports and notices to
shareholders, out-of-pocket expenses of directors and fees of
directors who are not "interested persons" as defined in the 1940
Act, fees of auditors and legal counsel, interest, taxes, fees and
commissions of every kind, expenses of issue, repurchase or
redemption of shares, and all other costs incident to the Company's
corporate existence and extraordinary expenses such as litigation
and indemnification expenses.  Direct expenses are charged to the
relevant fund; general corporate expenses of the Company are
allocated among all the funds on the basis of relative net assets.
 No sales or promotion expenses are incurred by the Fund, but
expenses incurred in complying with laws regulating the issue or
sale of the Company's shares are not deemed sales or promotion
expenses.

The Manager has agreed that if in any fiscal year the total expenses
of any fund, exclusive of taxes, brokerage, interest and
extraordinary expenses, exceed 0.70% of the average daily net assets
for that fiscal year of the fund, the Manager will reduce its fee to
the extent of such excess, or reimburse any such excess amount to
the relevant fund.  The 0.70% voluntary expense limitation shall be
in effect until it is terminated by 14 days' written notice to
shareholders and by supplement to the then current prospectus.

Each fund's management agreement will continue in effect if
specifically approved annually by a majority of the directors of the
Company, including a majority of the directors who are not parties
to such contract or "interested persons" of any such parry.  Each
agreement may be terminated without penalty by either of the parties
on 60 days' written notice and must terminate in the event of its
assignment.  It may be amended or modified only if approved by vote
of the holders of "a majority of the outstanding voting securities"
of such fund as defined in the 1940 Act and rules thereunder which
is discussed below under "Voting Rights."

Each agreement provides that the Manager is not liable for any act
or omission in the course of or in connection with rendering
services under the agreement in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations
or duties.

The term "Smith Barney" in the title of the Company has been adopted
by permission of Salomon Smith Barney and is subject to the right of
Salomon Smith Barney to elect that the Company stop using the term
in any form or combination of its name.

Distributor.  CFBDS, Inc., located at 20 Milk Street, Boston, MA
02109-5408, serves as the fund's distributor on a best efforts basis
pursuant to a distribution agreement dated October 8, 1998 (the
"Distribution Agreement"), which was approved by the fund's board of
directors.  Prior to the merger of Travelers Group, Inc. and
Citicorp on October 8, 1998, Salomon Smith Barney and PFS
Distributors, Inc. served as the fund's distributors.

To compensate Salomon Smith Barney and PFS Distributors, Inc.
("PFS") for the service they provide and for the expense they bear
under the Distribution Agreement, the fund has adopted a services
and distribution plan (the "Plan") pursuant to Rule 12b-1 under the
1940 Act.  Under the Plan, the fund pays Salomon Smith Barney a
service fee, accrued daily and paid monthly, calculated at the
annual rate of 0.10% of the value of the fund's average daily net
assets attributable to the Class A and Class L shares.  The fund
also pays PFS a service fee of 0.10% for each Class A share held in
accounts attributable to PFS.

The following Plan fees were incurred during the fiscal years
indicated:

Portfolio
Class A

1997
1998
1999
Cash
$29,596,811
$35,597,897
$43,553,768

Government
4,480,439
5,018,837
5,438,940

Retirement
1,370,886
1,468,261
1,697,506

Portfolio
Class L

1997
1998
1999
Cash
$2,061
$694
$446
Government
744
291
160
Retirement
--
--
---

Brokerage.  The Manager places orders for the purchase and sale of
securities for the funds of the Company.  All of the portfolio
transactions have been principal transactions with major dealers in
money market instruments, on which no brokerage commissions are
paid.  Purchases from or sales to dealers serving as market-makers
include the spread between the bid and asked prices.  No portfolio
transactions are handled by Salomon Smith Barney.

Code of Ethics. Pursuant to Rule 17j-1 of the 1940 Act, the funds,
its investment advisers and principal underwriter have adopted codes
of ethics that permit personnel to invest in securities for their
own accounts, including securities that may be purchased or held by
the funds.  All personnel must place the interests of clients first
and avoid activities, interests and relationships that might
interfere with the duty to make decisions in the best interests of
the clients.  All personal securities transactions by employees must
adhere to the requirements of the codes and must be conducted in
such a manner as to avoid any actual or potential conflict of
interest, the appearance of such a conflict, or the abuse of an
employee's position of trust and responsibility.

A copy of the funds' Code of Ethics is on file with the Securities
and Exchange Commission.


ADDITIONAL INFORMATION ABOUT THE FUNDS

The Company, an open-end, diversified management investment company,
was incorporated under Maryland law on May 28, 1974.  The Company
currently has outstanding three series of shares, representing
shares in separate Funds - the Cash Portfolio, the Government
Portfolio and the Retirement Portfolio - and the Company's Board of
Directors may authorize the creation of additional series of shares.
 Each share of a fund or class represents an equal proportionate
interest in the net assets of that fund or class with each other
share of the same fund or class and is entitled to such dividends
and distributions out of the net income of that fund or class as are
declared in the discretion of the Board.  Shareholders are entitled
to one vote for each share held and will vote in the aggregate and
not by fund or class except as otherwise required by the 1940 Act or
Maryland law.  In the event of the liquidation or dissolution of a
fund or of the Company, shares of a fund are entitled to receive the
assets belonging to that fund and a proportionate distribution of
any general assets not belonging to any particular fund that are
available for distribution based upon the relative net assets of the
respective funds.


VOTING RIGHTS

As permitted by Maryland law, there will normally be no meetings of
shareholders for the purpose of electing directors unless and until
such time as less than a majority of the directors holding office
have been elected by shareholders.  At that time, the directors then
in office will call a shareholders' meeting for the election of
directors.  The directors must call a meeting of shareholders for
the purpose of voting upon the question of removal of any director
when requested in writing to do so by the record holders of not less
than 10% of the outstanding shares of the Company.  At such a
meeting, a director may be removed after the holders of record of
not less than a majority of the outstanding shares of the Company
have declared that the director be removed either by declaration in
writing or by votes cast in person or by proxy.  Except as set forth
above, the directors shall continue to hold office and may appoint
successor directors.

Rule 18f-2 under the 1940 Act provides that any matter required to
be submitted by the provisions of the Act or applicable state law,
or otherwise, to the holders of the outstanding voting securities of
an investment company shall not be deemed to have been effectively
acted upon unless approved by "vote of a majority of the outstanding
voting securities" (as defined below) of each fund or class affected
by the matter.  Rule 18f-2 further provides that a fund or class
shall be deemed to be affected by a matter unless it is clear that
the interests of each fund or class in a matter are identical or
that the matter does not affect any interest of the fund or class.
 Under the rule the approval of a management agreement or any change
in a fundamental investment policy would be effectively acted upon
with respect to a fund only if approved by a majority of the
outstanding voting securities of the fund affected by the matter.
 The rule, however, also provides that the ratification of
independent public accountants, the election of directors, and the
approval of a distribution agreement that is submitted to
shareholders are not subject to the separate voting requirements and
may be effectively acted upon by a vote of the holders of a majority
of all Company shares voting without regard to fund.

As used in the Prospectus and this Statement of Additional
Information, a "vote of a majority of the outstanding voting
securities" means the affirmative vote of the lesser of (a) more
than 50% of the outstanding shares of the Company (or the affected
fund or class) or (b) 67% or more of such shares present at a
meeting if more than 50% of the outstanding shares of the Company
(or the affected fund or class) are represented at the meeting in
person or by proxy.

Following are the names, addresses and percent of ownership of each
person who owns of record or is known by the Company to own of
record of beneficially 5% or more of any Class of a fund as of April
5, 2000:

Cash Portfolio Class L Shares

Frontier Trust Company TTEE, Greenhill & Co 401k Plan, 31 West 52nd
Street, New York, NY 10101, owned of record 126,949.100 shares
36.46%; Frontier Trust Company TTEE, HB Machine/Medtex, 401k Profit
Sharing Plan, P.O. Box 87687, Phoenix, AZ 85080-7687, owned of
record 67,887.235 shares 19.27%; Frontier Trust Company TTEE, Sioux
City Tent & Awning Co Inc., DBA Mullin Awning & Siding, 401k Plan,
811 Stuben Street, Sioux City, IA 51101-2099, owned of record
60,905.762 shares 17.49%; Frontier Trust Company TTEE, Northstar
Sportswear Company, 401k Plan, P.O. Box 569, Kingston, WA 98346,
owned of record 35,862.958 shares 10.30%;  Frontier Trust Company
TTEE, Peer Bearing Company Union, Employees Money Purchase Plan,
2200 Norman Drive South, Waukegan, IL 60085, owned of record
27,243.692 shares 7.82%.

Cash Portfolio Class Y Shares

David McCabe, 14218 Joel Court, Largo, FL 33774-5108, owned or
record 60,087,304.000 shares 48.87%; Byrd & Co, First Union Natl.
Bank NDTA, Taxable Acct. - Attn.: Diane Pilegg, Mutual Funds Dvd.
Proc. #PA4905, 530 Walnut Street, Philadelphia, PA  19106-3620,
owned or record 26,526,943.440 shares 21.57%; Byrd & Co, First Union
Natl. Bank NDTA, IRA Acct. - Attn.: Diane Pilegg, Mutual Funds Dvd.
Proc. #PA4905, 530 Walnut Street, Philadelphia, PA  19106-3620,
owned or record 11,559,760.100 shares 9.40%; Cogen Technologies
Linden Ltd., Attn: Jedi Linden Gen Partner, Attn.: Mr. F. Alexander
Avant, 711 Louisiana, 32nd Floor, Houston, TX 77002-2716, owned of
record 10,000,000.000 shares 8.13%; Rooke Corp, D/B/A Aviation
Equipment Inc., Attn: Jim Shaw - V.P./CFO, 7230 Fulton Avenue, North
Hollywood, CA 91605-4110, owned of record 9,855,333.260 shares
8.02%.

Cash Portfolio Class Z Shares

State Street Bank & Trust Custodian, The Travelers Group 401k,
Savings Plan, Attn: Rick Vest, 225 Franklin Street, Boston, MA
02101, owned of record 132,650,743.390 shares 99.99%.

Government Portfolio Class L Shares

Frontier Trust Company as TTEE, Southern Floral Company, P.O. Box
1313, Houston, Texas 77251-1313, owned of record 62,906.080 shares
53.40%; Terry Donofrio, Smith Barney Inc. IRA Custodian, 25 Glenair
Avenue, Waldwick, NJ 07463-1214, owned of record 24,724.640 shares
20.99%; James F. Burgess Jr., M. Kathleen Burgess JTWROS, 5901
Lakeshore Dr., Columbia, SC 29206-4327, owned of record 18,404.780
shares 15.62%; Walker Harris MD, SSB IRA Roller Custodian, 2860
Cromwell Drive, Columbus, GA  31906-1219 owned of record 6,420.200
shares 5.45%.


Government Portfolio Class Y Shares

Frederick R. Weisman Philanthropic Foundation, Attn.: Michael P.
Chmura, Malcolm George Smith, 1875 Century Park East #1790, Los
Angeles, CA 90067-2529, owned of record 11,635,740.750 shares
56.90%. CSEA Employee Benefit Fund, A Non-Profit Organization, Attn:
Karl Bellinger/Director of Internal Operations, 1 Lear Jet Lane,
Suite 1, Latham, NY 12110-2313, owned of record 8,405,672.650 shares
41.19%.


Custodian.  PNC Bank, National Association, a national banking
association with offices at 17th and Chestnut Streets, Philadelphia,
Pennsylvania (the "Custodian") serves as custodian of the Fund's
investments.

Transfer and Dividend Disbursing Agent and Sub-Transfer Agents.
Smith Barney Private Trust Company, located at 388 Greenwich Street,
New York, New York 10013 serves as the Company's transfer, dividend
disbursing and shareholder services agent.  PFPC Global Fund
Services (formerly First Data Investor Services Group, Inc.), 101
Federal Street, Boston, Massachusetts 02110 serves as the Company's
sub-transfer agent to render certain shareholder record keeping and
accounting services functions.  PFS Shareholder Services serves as
the sub-transfer agent for PFS Accounts. PFS Shareholder Services is
located at 3100 Breckinridge Boulevard, Building 200, Duluth,
Georgia 30099-0062.

Independent Auditors.  KPMG LLP, 757 Third Avenue, New York, New
York 10017, has been selected as independent auditors for each fund
for its fiscal year ending December 31, 2000 to examine and report
on each fund's financial statements and financial highlights.

Annual and Semi-Annual Reports.  The Company sends its shareholders
a semi-annual report and an audited annual report, which include
listings of the investment securities held by each fund at the end
of the period covered.  In an effort to reduce the funds' printing
and mailing costs, the funds plans to consolidate the mailing of
their semi-annual and annual reports by household.  This
consolidation means that a household having multiple accounts with
the identical address of record will receive a single copy of each
report. Shareholders who do not want this consolidation to apply to
their accounts should contact their Salomon Smith Barney Financial
Consultant, PFS Investments Registered Representative or the
transfer agent.

Minimum Account Size.  The Company reserves the right to redeem
involuntarily any shareholder's account in Cash Portfolio or
Government Portfolio if the aggregate net asset value of the shares
held in the account in either fund is less than $500, and to redeem
involuntarily any shareholder's account in Retirement Portfolio if
the aggregate net asset value of the shares held in the account is
less than $100.  With respect to Cash Portfolio and Government
Portfolio, any applicable deferred sales charge will be deducted
from the proceeds of this redemption.  (If a shareholder has more
than one account in these funds, each account must satisfy the
minimum account size.)  Before the Board of Directors of the Company
elects to exercise such right, shareholders will receive prior
written notice and will be permitted 60 days to bring accounts up to
the minimum to avoid involuntary redemption.


OTHER INFORMATION

In an industry where the average portfolio manager has seven years
of experience (source: ICI, 1998), the portfolio managers of Smith
Barney mutual funds average 21 years in the industry and 15 years
with the firm.

Smith Barney mutual funds offers more than 60 mutual funds.  We
understand that many investors prefer an active role in allocating
the mix of funds in their portfolio, while others want the asset
allocation decisions to be made by experienced managers.

That's why we offer four "styles" of fund management that can be
tailored to suit each investor's unique financial goals.

	Style Pure Series
Our Style Pure Series funds stay fully invested within their
asset class and investment style, enabling investors to make
asset allocation decisions in conjunction with their Salomon
Smith Barney Financial Consultant.

	Classic Investor Series
Our Classic Investor Series funds offer a range of equity and
fixed income strategies that seek to capture opportunities
across asset classes and investment styles using disciplined
investment approaches.

	The Concert Allocation Series
As a fund of funds, investors can select a Concert Portfolio
that may help their investment needs.  As needs change,
investors can easily choose another long-term, diversified
investment from our Concert family.

	Special Discipline Series
Our Special Discipline Series funds are designed for investors
who are looking beyond more traditional market categories:
from natural resources to a roster of state-specific municipal
funds.


FINANCIAL STATEMENTS

The Company's Annual Report for the fiscal year ended December 31,
1999 is incorporated herein by reference in its entirety.  The Annual
Report was filed on February 22, 2000, accession number 91155-00-
000114.



APPENDIX A - SECURITIES RATINGS

BOND (AND NOTES) RATINGS

Moody's Investors Service, Inc.

Aaa - Bonds that are 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 edged." 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 that are 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 that make the long term risks appear somewhat larger than in
"Aaa" securities.

Note:  The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates that the issue
ranks in the lower end of its generic rating category.

Standard & Poor's Rating Group

AAA - Debt rated "AAA" has the highest rating assigned by
Standard & Poor's.  Capacity to pay interest and repay principal is
extremely strong.

AA - Debt rated "AA" has a very strong capacity to pay
interest and repay principal and differs from the highest rated
issues only in small degree.

Plus (+) or Minus (-):  The rating of "AA" may be modified by
the addition of a plus or minus sign to show relative standing
within the major rating categories.

Provisional Ratings:  The letter "p" indicates that the rating
is provisional.  A provisional rating assumes the successful
completion of the project being financed by the debt being rated and
indicates that payment of debt service requirements is largely or
entirely dependent upon the successful and timely completion of the
project.  This rating, however, while addressing credit quality
subsequent to completion of the project, makes no comment on the
likelihood of' or the risk of default upon failure of' such
completion.  The investor should exercise judgment with respect to
such likelihood and risk.

L - The letter "L" indicates that the rating pertains to the
principal amount of those bonds where the underlying deposit
collateral is fully insured by the Federal Savings & Loan Insurance
Corp. or the Federal Deposit Insurance Corp.

+ - Continuance of the rating is contingent upon S&Ps receipt
of closing documentation confirming investments and cash flow.

* - Continuance of the rating is contingent upon S&Ps receipt
of an executed copy of the escrow agreement.

Fitch IBCA, Inc.

AAA - Bonds rated AAA by Fitch have the lowest expectation of
credit risk.  The obligor has an exceptionally strong capacity for
timely payment of financial commitments which is highly unlikely to
be adversely affected by foreseeable events.

AA - Bonds rated AA by Fitch have a very low expectation of
credit risk.  They indicate very strong capacity for timely payment
of financial commitments.  This capacity is not significantly
vulnerable to foreseeable events.

Plus (+) Minus (-):  Plus and minus signs are used with a
rating symbol to indicate the relative position of a credit within
the rating category.  Plus and minus signs, however, are not used in
the "AAA" category.

COMMERCIAL PAPER RATINGS

Moody's Investors Service, Inc.

Issuers rated "Prime-1" (or related supporting institutions)
have a superior capacity for repayment of short-term promissory
obligations.  Prime-1 repayment will normally be evidenced by the
following characteristics: leading market positions in well-
established industries; high rates of return on funds employed;
conservative capitalization structures with moderated reliance on
debt and ample asset protection; broad margins in earnings coverage
of fixed financial changes and high internal cash generation; well-
established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers rated "Prime-2" (or related supporting institutions)
have strong capacity for repayment of short-term promissory
obligations.  This will normally be evidenced by many of the
characteristics cited above but to a lesser degree.  Earnings trends
and coverage rations, while sound, will be more subject to
variation.  Capitalization characteristics, while still appropriate,
may be more affected by external conditions.  Ample alternate
liquidity is maintained.

Standard & Poor's Ratings Group

A-1 - This designation indicates that the degree of safety
regarding timely payment is either overwhelming or very strong.
Those issuers determined to possess overwhelming safety
characteristics will be denoted with a plus (+) sign designation.

A-2 - Capacity for timely payment on issues with this
designation is strong.  However, the relative degree of safety is
not as high as for issues designated A-1.

Fitch IBCA, Inc.

Fitch's short-term ratings apply to debt obligations that are
payable on demand or have original maturities of generally up to
three years, including commercial paper, certificates of deposit,
medium-term notes, and municipal and investment notes.

The short-term rating places greater emphasis than a long-term
rating on the existence of liquidity necessary to meet financial
commitment in a timely manner.

Fitch's short-term ratings are as follows:

F1+ - Issues assigned this rating are regarded as having the
strongest capacity for timely payments of financial commitments.
The "+" denotes an exceptionally strong credit feature.

Fl - Issues assigned this rating are regarded as having the
strongest capacity for timely payment of financial commitments.

F2 - Issues assigned this rating have a satisfactory capacity
for timely payment of financial commitments, but the margin of
safety is not as great as in the case of the higher ratings.

Thompson BankWatch ("TBW")

TBW-1 - Indicates a very high degree of likelihood that
principal and interest will be paid on a timely basis.

TBW-2 - while the degree of safety regarding timely repayment
of principal and interest is strong, the relative degree of safety
is not as high as for issues rated TBW- 1.

g:\legal\funds\smfi\2000\secdocs\SAI400	1
g:\legal\funds\smfi\2000\secdocs\SAI400	A-2



PART C - OTHER INFORMATION


	Item 23.		Exhibits

	(a)	(1)	Articles Supplementary to the Articles of
Incorporation dated November 7, 1985, January 30,
1984, August 12, 1980 and May 8, 1980 are
incorporated by reference to Exhibits (a) through
(d) to Post-Effective Amendment No. 32.

		(2)	Articles Supplementary to the Articles of
Incorporation dated December 5, 1990 and Articles of
Amendment dated April 19, 1991 are incorporated by
reference to Exhibit 1(b) and (c) to Post-Effective
Amendment No. 35.

		(3)	Articles of Amendment to the Articles of
Incorporation dated October 28, 1992 and Articles
Supplementary to the Articles of Incorporation dated
December 8, 1992 are incorporated by reference to
Exhibit 1(c) and (d) to Post-Effective Amendment No.
41.

	(4) 	Certificate of Correction dated July 15, 1994 is
incorporated by reference to Post-Effective
Amendment No. 51 filed on March 1, 1999.

	(5)	Articles Supplementary to the Articles of
Incorporation dated July 19, 1994 is incorporated
by reference to Post-Effective Amendment No. 51
filed on March 1, 1999.

	(6)	Articles of Amendment to Articles of Incorporation
dated November 3, 1994 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(7)	Articles Supplementary to Articles of Incorporation
dated November 3, 1994 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(8)	Articles Supplementary to Articles of Incorporation
dated November 3, 1994 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(9)	Articles Supplementary to Articles of Incorporation
dated January 16, 1996 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(10)	Articles Supplementary to Articles of Incorporation
dated January 30, 1998 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(11)	Articles of Amendment to Articles of Incorporation
dated June 1998 is incorporated by reference to
Post-Effective Amendment No. 51 filed on March 1,
1999.

(b) (1) Bylaws are incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 32.

(2)  Restated By-Laws are incorporated by reference to
Post-Effective Amendment No. 51 filed on March 1, 1999.

	(c)	Specimen Stock Certificates for the Cash Portfolio,
Government Portfolio and Retirement Portfolio are
incorporated by reference to Exhibits 4(a) through (c)
to Post-Effective Amendment No. 32.

	(d)	(1)	Management Agreement - U.S. Treasury Portfolio is
incorporated by reference to Exhibit 5(a) to Post-
Effective Amendment No. 34.

		(2)	Management Agreement for the Cash Portfolio is
incorporated by reference to Exhibit 5(b) to Post-
Effective Amendment No. 44.

		(3)	Management Agreement for the Government Portfolio is
incorporated by reference to Exhibit 5(c) to Post-
Effective Amendment No. 44.

(4) Management Agreement for the Retirement Portfolio is
incorporated by reference to Exhibit 5(d) to Post-
Effective Amendment No. 44.

	(e)	(1)	Underwriting Agreement is incorporated by reference
to Exhibit 6 to Post-Effective Amendment No. 32.

(2)	Distribution Agreement between the Registrant and
CFBDS Inc. dated October 8, 1998 is incorporated by
reference to Post-Effective Amendment No. 51 filed
on March 1, 1999.

   (3)	Selling Group Agreement between Registrant and
CFBDS, Inc. is incorporated by reference to Post-
Effective Amendment No. 52 filed on April 30, 1999.


	(f)	Not applicable.

	(g)	Custodian Agreement is incorporated by reference to
Exhibit 8 to Post-Effective Amendment No. 32.

	(h) (1)	Form of Transfer Agency Agreement is
incorporated by reference to Exhibit 9 to Post-
Effective Amendment No. 49.

   	(2)	Form of Sub-Transfer Agency Agreement between
Registrant and PFS Shareholder Services is
incorporated by reference to Post-Effective Amendment
No. 52 filed on April 30, 1999.

	(i)	Opinion and Consent of Sullivan & Cromwell as to
legality of the series of shares being registered is
incorporated by reference to the Registration Statement
and Post-Effective Amendment No. 31.

	(j)	(1) Auditors' Report (see the Annual Report to
Shareholders which is incorporated by reference in the
Statement of Additional Information).

		(2)  Auditors' Consent is filed herewith.

	(k)	Not applicable.

	(l)	Not applicable.

	(m)	(1)	Plan of Distribution Pursuant to Rule 12b-1 for the
Cash Portfolio is incorporated by reference to
Exhibit 15(a) to Post-Effective Amendment No. 44.

		(2)	Plan of Distribution Pursuant to Rule 12b-1 for the
Government Portfolio is incorporated by reference to
Exhibit 15(b) to Post-Effective Amendment No. 44.

		(3)	Plan of Distribution Pursuant to Rule 12b-1 for the
Retirement Portfolio is incorporated by reference to
Exhibit 15 to Post-Effective Amendment No. 42.

		(4)	Form of Amended and Restated Plan of Distribution
pursuant to Rule 12b-1 for the Registrant is
incorporated by reference to Post-Effective
Amendment No. 51 filed on March 1, 1999.

		(5)	Form of Amended Plan of Distribution pursuant to
Rule 12b-1 between the Registrant and PFS
Distributors, Inc. is incorporated by reference to
Post-Effective Amendment No. 52 filed on April 30,
1999.

   	(n)	Financial Data Schedule is filed herewith.

	(o)	(1)	Plan pursuant to Rule 18f-3 is incorporated by
reference to Exhibit 18 to Post-Effective Amendment
No. 47.

		(2)	Plan pursuant to Rule 18f-3 is incorporated by
reference to Post-Effective Amendment No. 51 filed
on March 1, 1999.

   	(p)	Code of Ethics filed herewith.

Item 24.	Persons Controlled by or under Common Control with
Registrant

	(None)

Item 25.	Indemnification

		Reference is made to Article SEVENTH of Registrant's
Articles of Incorporation for a complete statement of its
terms.

		Subparagraph (9) of Article SEVENTH provides:  "Anything
herein contained to the contrary notwithstanding, no
officer or director of the corporation shall be
indemnified for any liability to the registrant or its
security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the
conduct of his office."

		Registrant is a named assured on a joint insured bond
pursuant to Rule 17g-1 of the Investment Company Act of
1940.  Other assureds include SSBC Fund Management Inc.
(formerly Mutual Management Corp.) (Registrant's Manager)
and affiliated investment companies.

Item 26.	Business and other Connections of Investment Adviser

	Investment Adviser - SSB Citi Fund Management LLC
("SSB Citi") successor to SSBC Fund Management Inc.

	SSB Citi was incorporated in December 1968 under the
laws of the State of Delaware.  On September 21, 1999, SSB Citi
was converted into a Delaware Limited Liability Company. SSB Citi
is a wholly owned subsidiary of Salomon Smith Barney Holdings Inc.
("Holdings"), which is in turn a wholly owned subsidiary of
Citigroup Inc. ("Citigroup"). SSB Citi is registered as an
investment adviser under the Investment Advisers Act of 1940 (the
"Adviser Act").  For additional information, see "Management of
the Fund" in the Prospectus.

	The list required by this Item 26 of officers and
directors of SSB Citi, together with information as to any other
business, profession, vocation or employment of a substantial
nature engaged in by such officers and directors during the past
five fiscal years, is incorporated by reference to Schedules A and
D of FORM ADV filed by SSB Citi pursuant to the Advisers Act (SEC
File No. 801-8314).


Item 27.  Principal Underwriters

(a) CFBDS, Inc., ("CFBDS") the Registrant's Distributor, is also
the distributor for the following Smith Barney funds: Concert
Investment Series, Consulting Group Capital Markets Funds,
Greenwich Street Series Fund, Smith Barney Adjustable Rate
Government Income Fund, Smith Barney Aggressive Growth Fund
Inc., Smith Barney Appreciation Fund Inc., Smith Barney Arizona
Municipals Fund Inc., Smith Barney California Municipals Fund
Inc., Smith Barney Concert Allocation Series Inc., Smith Barney
Equity Funds, Smith Barney Fundamental Value Fund Inc., Smith
Barney Funds, Inc., Smith Barney Income Funds, Smith Barney
Institutional Cash Management Fund, Inc., Smith Barney
Investment Funds Inc., Smith Barney Investment Trust, Smith
Barney Managed Governments Fund Inc., Smith Barney Managed
Municipals Fund Inc., Smith Barney Massachusetts Municipals
Fund, Smith Barney Muni Funds, Smith Barney Municipal Money
Market Fund, Inc., Smith Barney Natural Resources Fund Inc.,
Smith Barney New Jersey Municipals Fund Inc., Smith Barney
Oregon Municipals Fund Inc., Smith Barney Principal Return
Fund, Smith Barney Small Cap Blend Fund, Inc., Smith Barney
Telecommunications Trust, Smith Barney Variable Account Funds,
Smith Barney World Funds, Inc., Travelers Series Fund Inc., and
various series of unit investment trusts.

CFBDS also serves as the distributor for the following funds:
The Travelers Fund UL for Variable Annuities, The Travelers Fund
VA for Variable Annuities, The Travelers Fund BD for Variable
Annuities, The Travelers Fund BD II for Variable Annuities, The
Travelers Fund BD III for Variable Annuities, The Travelers Fund
BD IV for Variable Annuities, The Travelers Fund ABD for
Variable Annuities, The Travelers Fund ABD II for Variable
Annuities, The Travelers Separate Account PF for Variable
Annuities, The Travelers Separate Account PF II for Variable
Annuities, The Travelers Separate Account QP for Variable
Annuities, The Travelers Separate Account TM for Variable
Annuities, The Travelers Separate Account TM II for Variable
Annuities, The Travelers Separate Account Five for Variable
Annuities, The Travelers Separate Account Six for Variable
Annuities, The Travelers Separate Account Seven for Variable
Annuities, The Travelers Separate Account Eight for Variable
Annuities, The Travelers Fund UL for Variable Annuities, The
Travelers Fund UL II for Variable Annuities, The Travelers
Variable Life Insurance Separate Account One, The Travelers
Variable Life Insurance Separate Account Two, The Travelers
Variable Life Insurance Separate Account Three, The Travelers
Variable Life Insurance Separate Account Four, The Travelers
Separate Account MGA, The Travelers Separate Account MGA II, The
Travelers Growth and Income Stock Account for Variable
Annuities, The Travelers Quality Bond Account for Variable
Annuities, The Travelers Money Market Account for Variable
Annuities, The Travelers Timed Growth and Income Stock Account
for Variable Annuities, The Travelers Timed Short-Term Bond
Account for Variable Annuities, The Travelers Timed Aggressive
Stock Account for Variable Annuities, The Travelers Timed Bond
Account for Variable Annuities.

In addition, CFBDS, the Registrant's Distributor, is also the
distributor for CitiFunds Multi-State Tax Free Trust, CitiFunds
Premium Trust, CitiFunds Institutional Trust, CitiFunds Tax
Free Reserves, CitiFunds Trust I, CitiFunds Trust II, CitiFunds
Trust III, CitiFunds International Trust, CitiFunds Fixed
Income Trust, CitiSelect VIP Folio 200, CitiSelect VIP Folio
300, CitiSelect VIP Folio 400, CitiSelect VIP Folio 500,
CitiFunds Small Cap Growth VIP Portfolio.  CFBDS is also the
placement agent for Large Cap Value Portfolio, Small Cap Value
Portfolio, International Portfolio, Foreign Bond Portfolio,
Intermediate Income Portfolio, Short-Term Portfolio, Growth &
Income Portfolio, U.S. Fixed Income Portfolio, Large Cap Growth
Portfolio, Small Cap Growth Portfolio, International Equity
Portfolio, Balanced Portfolio, Government Income Portfolio, Tax
Free Reserves Portfolio, Cash Reserves Portfolio and U.S.
Treasury Reserves Portfolio.

In addition, CFBDS is also the distributor for the following
Salomon Brothers funds: Salomon Brothers Opportunity Fund Inc.,
Salomon Brothers Investors Fund Inc., Salomon Brothers Capital
Fund Inc., Salomon Brothers Series Funds Inc., Salomon Brothers
Institutional Series Funds Inc., Salomon Brothers Variable
Series Funds Inc.

In addition, CFBDS is also the distributor for the Centurion
Funds, Inc.

(b)	The information required by this Item 27 with respect to
each director and officer of CFBDS is incorporated by reference
to Schedule A of Form BD filed by CFBDS pursuant to the
Securities and Exchange Act of 1934 (File No. 8-32417).

(c)	Not applicable.


Item 28.	Location of Accounts and Records

All accounts, books and other documents of Registrant are
maintained at the offices of:

(1) With respect to the Registrant's Investment Adviser:
SSB Citi Fund Management LLC
388 Greenwich Street
New York, New York 10013

(2) With respect to the Registrant's Custodian:
PNC Bank, National Association
	17th and Chestnut Streets
	Philadelphia, Pennsylvania 19103

(2) With respect to the Registrant's Transfer Agent:
Citi Fiduciary Trust Company
388 Greenwich Street
New York, New York 10013

(4)	With respect to the Registrant's Sub-Transfer Agent:
PFPC Global Fund Services
	101 Federal Street
	Boston, Massachusetts 02110

(5)	With respect to the Registrant's Sub-Transfer Agent
	3100 Breckinridge Boulevard
	Building 200
	Duluth, Georgia 30099-0062

Item 29.	Management Services

	Not applicable.

Item 30.	Undertakings

	Not applicable


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed
on its behalf by the undersigned, and where applicable, the true
and lawful attorney-in-fact, thereto duly authorized, in the City
of New York, and State of New York on the 26th day of April 2000.


	SMITH BARNEY MONEY FUNDS, INC.


	By: /s/ Heath B. McLendon
		Heath B. McLendon
		Chairman of the Board, President and
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on the
date indicated.

Signatures	Title		Date

/s/Heath B. McLendon            	Chairman of the
Board,	April 26, 2000
(Heath B. McLendon)	President and Chief
	Executive Officer


/s/Donald R. Foley*                 	Director	April
26, 2000
(Donald R. Foley)


/s/ Paul Hardin*                       	Director	April
26, 2000
(Paul Hardin)


/s/Roderick C. Rasmussen*      	Director	April
26, 2000
(Roderick C. Rasmussen)


/s/John P. Toolan*                     	Director	April
26, 2000
(John P. Toolan)


/s/Lewis E. Daidone                  	Treasurer
(Principal	April 26, 2000
(Lewis E. Daidone)	Financial and
	Accounting Officer)


*By: /s/ Christina T. Sydor        		April 26,
2000
	Christina T. Sydor
	Pursuant to Power of Attorney



EXHIBIT INDEX


Exhibit No.	Exhibit

(j)	(2) 		Auditor's Consent

(n)			Financial Data Schedule

(p)			Code of Ethics