Smith Barney
Money Funds, Inc.
3100 Breckinridge Blvd., Bldg. 200
Duluth, Georgia 30199-0062
(800) 544-5445



Smith Barney Money 
Funds,Inc. 
MARCH 1, 1996
Prospectus begins on page one
PR O S P E C T U S



Smith Barney Money Funds, Inc.
Cash Portfolio Prospectus
			March 1, 1996
3100 Breckinridge Blvd., Bldg. 200
Duluth, Georgia 30199-0062
(800) 544-5445
The Cash Portfolio (the "Portfolio") is one of the investment portfolios 
that currently comprise Smith Barney Money Funds, Inc. The Portfolio is 
a money market fund that invests in high quality money market 
instruments. 
The Portfolio seeks to provide:
~ Daily Income
~ Convenience
~ Daily Liquidity
~ Stability of Net Asset Value
The Portfolio offers one Class of shares (Class A shares) to investors 
purchasing through Investments Representatives of  PFS Investments Inc. 
("PFS Investments").  In addition to Class A shares, the Portfolio 
offers Class C and Class Y shares to investors purchasing through Smith 
Barney Inc. ("Smith Barney"), a distributor of the Fund.  Those shares 
have different expenses than Class A shares, which may affect 
performance.

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

	This Prospectus sets forth concisely certain information about the Fund 
and the Portfolio, including service fees and expenses, that prospective 
investors will find helpful in making an investment decision. Investors 
are encouraged to read this Prospectus carefully and retain it for 
future reference. 

	Additional information about the Fund is contained in a Statement of 
Additional Information dated February 16, 1996, as amended or 
supplemented from time to time, that is available upon request and 
without charge by calling or writing the Fund at the telephone number or 
address set forth above,  or by contacting a PFS Investments 
Representative. 
	
	The Statement of Additional Information has been filed with the 
Securities and Exchange Commission (the "SEC") and is incorporated by 
reference into this Prospectus in its entirety. 

PFS Distributors, Inc.
Distributor
Smith Barney Mutual Funds Management Inc.
Investment Manager
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION 
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 


Smith Barney Money Funds, Inc.
Table of Contents

Fee Table	 
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Financial Highlights	  
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Investment Objectives and Policies	  
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Valuation of Shares	 
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Dividends, Automatic Reinvestment and Taxes 	
 -----------------------------------------------------------
Purchase of Shares	 
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Redemption of Shares	
------------------------------------------------------------
Exchange Privilege	 
------------------------------------------------------------
Minimum Account Size	 
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Yield Information	 
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Management of the Fund	 
------------------------------------------------------------
Distributor	 
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Additional Information	 
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	------------------------------------------------------------------------
------------------------------------------------
	No person has been authorized to give any information or to make any 
representations in connection with this offering other than those 
contained in this Prospectus and, if given or made, such other 
information and representations must not be relied upon as having been 
authorized by the Fund or the Distributor. This Prospectus does not 
constitute an offer by the Fund or the Distributor to sell or a 
solicitation of an offer to buy any of the securities offered hereby in 
any jurisdiction to any person to whom it is unlawful to make such offer 
or solicitation in such jurisdiction. 
------------------------------------------------------------------------
------------------------------------------------



Smith Barney Money Funds, Inc.
Fee Table (continued)

	The following expense table lists the costs and expenses that an 
investor will incur either directly or indirectly as a shareholder of 
the Portfolio based on its operating expenses for its most recent           
fiscal year: 
						
------------------------------------------------------------------------
-----------------------------------------
Shareholder Transaction Expenses   

Sales Charge Imposed on Purchases			None	
Sales Charge Imposed on Reinvested								   
  Dividends			None	
Deferred Sales Charge			None*	
Redemption Fee			None		   
Exchange Fee			None		   
------------------------------------------------------------------------
----------------------------------------
Annual Portfolio Operating Expenses
								           
(as a percentage of average net									           
assets)									           
Management Fees			0.42%   
12b-1 Fees			0.10      
Other Expenses			0.10      
TOTAL PORTFOLIO OPERATING		           
EXPENSES			0.62%   
------------------------------------------------------------------------
----------------------------------------
 * Class A 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 contingent deferred sales charge 
("CDSC"), remain subject to the original fund's CDSC while held in the 
Portfolio.  See "Redemption of Shares-Contingent Deferred Sales Charge."
Example
	The following example is intended to assist an investor in understanding 
the various costs that an investor in the Portfolio will bear directly 
or indirectly. The example assumes payment by the Portfolio of operating 
expenses at the levels set forth in the table above. See "Purchase of 
Shares," "Redemption of Shares," "Management of the Fund" and 
"Distributor." 
		1 Year     3 Years   5 Years   
10  years
An investor would pay the following expenses on a $1,000 
investment, assuming (1) 5.00% annual return and (2)     
redemption at the end of each time period:               	  
$6              $20        $35         $77 

The example is included to provide a means for the investor to compare 
expense levels of funds with different fee structures over varying 
investment periods. To facilitate such comparison, all funds are 
required to utilize a 5.00% annual return assumption. This assumption is 
unrelated to the Portfolio's prior performance and is not a projection 
of future performance. This example should not be considered a 
representation of past or future expenses. Actual expenses may be 
greater or less than those shown. 


Smith Barney Money Funds, Inc.
Financial Highlights
	The following information for the periods ended December 31 has been 
audited in conjunction with the annual audits of the financial 
statements of Smith Barney Money Funds, Inc. by KPMG Peat Marwick LLP, 
independent auditors. The 1995 financial statements and the independent 
auditors' report thereon appear in the December 31, 1995 Annual Report 
to Shareholders. 
For a share of Class A stock outstanding throughout each period:
 Year Ended         Net Asset	Dividends       Net Asset						     
  December 31,      Value,        Net   from Net         Value		 Net Assets	  
Beginning  Investment  Investment      End of   	Total          
End of Year   Ratios to Average Net 	  of Year  Income	Income  Year   	Return 
(in millions)            Assets             		    
					                 Net Income 
Expenses                 

1995  $1.00     $0.054	 $(0.054)   $1.00  5.53%     $22,969    5.39%  0.62%  
1994  1.00       0.037   (0.037)    1.00  3.73       17,590    4.10   0.64
1993  1.00       0.026	  (0.026) 	  1.00  2.63        2,953    2.60   0.64  
1992  1.00       0.033	  (0.033)    1.00 	3.31        2,841    3.17  	0.60  
1991	 1.00      0.055	   (0.055)	   1.00 	5.66        1,784    5.55  	0.52  
1990	 1.00      0.076	   (0.076)    1.00 	7.92        1,998    7.60  	0.52  
1989	 1.00      0.086	   (0.086)	   1.00 	8.97        2,088    8.60 	 0.54  
1988	 1.00      0.069	   (0.069)	   1.00 	7.15        1,379    6.93 	 0.58  
1987	 1.00      0.061	   (0.061)	   1.00 	6.29        1,327    6.11 	 0.56  
1986	 1.00      0.062	   (0.062)	   1.00 	6.37        1,230    6.21 	 0.60  

Investment Objectives and Policies

The Portfolio's investment objectives are maximum current income and 
preservation of capital. The Portfolio seeks to achieve its objectives 
by investing in Bank Obligations and high quality Commercial Paper, 
Corporate Obligations and Municipal Obligations, in addition to U.S. 
Government Obligations and related repurchase agreements. The Portfolio 
has adopted certain investment policies to assure that, to the extent 
reasonably possible, its 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. In order to minimize fluctuations in market price the 
Portfolio will not purchase a security with a remaining maturity of 
greater than 13 months or maintain a dollar-weighted average portfolio 
maturity in excess of 90 days (securities used as collateral for 
repurchase agreements are not subject to these restrictions). 

	The Portfolio's investments will be limited to United States dollar-
denominated instruments that have received the highest rating from the 
"Requisite NRSROs", securities of issuers that have received such rating 
with respect to other short-term debt securities and comparable unrated 
securities. "Requisite NRSROs" means (a) any two nationally recognized 
statistical ratings 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 Portfolio acquires the security. The NRSROs currently 
designated as such by the SEC are Standard & Poor's Corporation ("S&P"), 
Moody's Investors Service, Inc. ("Moody's"), Fitch Investors Services, 
Inc., Duff and Phelps Inc., IBCA Limited and its affiliate, IBCA, Inc. 
and Thomson BankWatch. 

	The following is a description of the types of money market instruments 
in which the Portfolio may invest: 
Smith Barney Money Funds, Inc.
	Investment Objectives and Policies (continued)

	U.S. Government Obligations - 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 
instrumentality. 

Repurchase Agreements - The Portfolio may enter into repurchase 
agreement transactions with any broker/dealer or other financial 
institution, including the Fund's custodian, that is deemed creditworthy 
by the Manager, under guidelines approved by the Board of Directors. A 
repurchase agreement arises when the Portfolio acquires a security and 
simultaneously agrees to resell it to the vendor at an agreed-upon 
future date, normally the next business day. The resale price is greater 
than the purchase price and reflects an agreed-upon return unrelated to 
the coupon rate on the purchased security. Such transactions afford an 
opportunity for the Portfolio to invest temporarily available cash at no 
market risk. The Portfolio requires continual maintenance of the market 
value of the collateral in amounts at least equal to the resale price. 
The Portfolio's risk is limited to the ability of the seller to pay the 
agreed-upon amount on the delivery date; however, if the seller 
defaults, realization upon the collateral by the Portfolio may be 
delayed or limited, or the Portfolio might incur a loss if the value of 
the collateral securing the repurchase agreement declines and might 
incur disposition costs in connection with liquidating the collateral. 
The Portfolio as a matter of fundamental policy will not enter into a 
repurchase agreement if, as a result thereof, more than 10% of its total 
assets (taken at current value) at that time would be subject to 
repurchase agreements maturing in more than seven days. 

The following are permitted investments for the Portfolio:  

	High Quality Commercial Paper - Promissory notes that have received the 
highest rating from the Requisite NRSRO for short-term debt securities 
or comparable unrated securities. The Portfolio may invest without limit 
in the commercial paper of foreign issuers. 

	High Quality Corporate Obligations - Obligations of corporations that 
are: (1) rated AA or better by the Requisite NRSRO or (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. The Portfolio will invest only in corporate 
obligations with remaining maturities of 13 months or less. 

	Bank Obligations - 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 
Smith Barney Money Funds, Inc.
Investment Objectives and Policies (continued)

	$100,000, that are purchased by the Fund, will not be fully insured. The 
Portfolio will not purchase fixed time deposits maturing in more than 
seven calendar days, and will limit its investment in fixed time 
deposits maturing from two business to seven calendar days to 10% of its 
total assets. 

	The Portfolio intends to maintain at least 25% of its total assets 
invested in obligations of domestic and foreign banks, subject to the 
above-mentioned size criteria. The Portfolio 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 Portfolio may 
invest in fixed time deposits of foreign banks issued through their 
branches located in Grand Cayman Island, Nassau, Tokyo and Toronto. 
	High Quality Municipal Obligations - 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. 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 each Portfolio's yield. 
The Portfolio will not invest more than 10% of its total assets in 
municipal obligations. 
The Portfolio 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, the Portfolio may realize a gain or loss. 

	Though it has never done so, as a matter of fundamental policy, the 
Portfolio may borrow money from banks for temporary purposes but only in 
an amount up to 10% of the value of its total assets and may pledge its 
assets in an amount up to 10% of the value of its total assets only to 
secure such borrowings. The Portfolio will borrow money only to 
accommodate requests for the redemption of shares while effecting an 
orderly liquidation of portfolio securities or to clear securities 
transactions and not for leveraging purposes. 

The Portfolio's investments will be affected by general changes in 
interest rates, which will result in increases or decreases in the value 
of the obligations held by the Portfolio. The market value of the 
obligations held by the Portfolio can be expected to vary inversely to 
changes in prevailing interest rates. Investors also should recognize 
that, in periods of declining interest rates, the Portfolio's yield will 
tend to be somewhat higher than prevailing market rates, and in periods 
of rising interest rates, the Portfolio's yield will tend to be somewhat 
lower. Also, when interest rates are falling, the inflow of net new 
money to the Portfolio 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. In addition, securities in which the Portfolio may invest may 
not yield as high a level of current income as might be achieved by 
investing in securities with less liquidity and safety and longer 
maturities. 

	Investments in securities issued by foreign banks or foreign issuers 
present certain risks, including those resulting from fluctuations in 
currency exchange rates, revaluation of currencies, future political and 
economic developments and the possible imposition of currency exchange 
blockages or other foreign governmental laws or restrictions and reduced 
availability of public information. Foreign issuers generally are not 
subject to uniform accounting, auditing and financial reporting 
	Smith Barney Money Funds, Inc.
	Investment Objectives and Policies (continued)	

	standards or to other regulatory practices and requirements applicable 
to domestic issuers. In addition, there may be less publicly available 
information about a foreign bank than about a domestic bank. 

	The Portfolio cannot change its investment objectives without the "vote 
of a majority of the outstanding voting securities," as defined in the 
Investment Company Act of 1940, as amended (the "Act"). (See "Voting 
Rights" in the Statement of Additional Information). 

Valuation of Shares

	The net asset value per share of the Portfolio is determined as of 12 
noon New York City time on each day that the New York Stock Exchange 
("NYSE") is open by dividing the Portfolio's net assets ( i.e., the 
value of its assets less liabilities) by the total number of shares of  
outstanding. The Portfolio 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. The Portfolio employs the amortized cost method of 
valuing portfolio securities and intends to use its best efforts to 
continue to maintain a constant net asset value of $1.00 per share. 
Dividends, Automatic Reinvestment and Taxes

The Portfolio declares a dividend of substantially all of its net 
investment income on each day the NYSE is open. 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. Income dividends are paid monthly and 
will automatically be reinvested in shares of the Portfolio unless a 
shareholder has elected to receive distributions in cash. If a 
shareholder redeems in full an account between payment dates, all 
dividends declared up to and including the date of liquidation will be 
paid at the end of the month in which the redemption occurs. Long-term 
capital gains, if any, will be distributed annually. 

	It is the Portfolio's policy to qualify as a regulated investment 
company under Subchapter M of the Internal Revenue Code with which it 
believes it complied during its last fiscal year. If so qualified, the 
Portfolio will not be subject to Federal income taxes to the extent that 
it distributes its taxable net income. For Federal income tax purposes, 
dividends (other than dividends derived from income on tax-exempt 
municipal obligations, if any) and capital gains distributions, if any, 
whether in shares or cash, are taxable to shareholders of the Portfolio. 
Under the Internal Revenue Code no portion of the Portfolio 
distributions will be eligible for the dividends received deduction for 
corporations. 

Purchase of Shares

The Portfolio offers one Class of shares to investors purchasing through 
PFS Investments Representatives.  Class A shares are sold to investors 
without an initial sales charge.

Initial purchases of Portfolio shares must be made through a PFS 
Investments Representative by completing the appropriate application 
found in the prospectus. The completed application should be forwarded 
to the PFS Shareholder Services (the Fund's "Sub-Transfer Agent"), 3100 
Breckinridge Blvd., Bldg 200, Duluth, Georgia 30199-0062.  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 the Sub-Transfer Agent.


Smith Barney Money Funds, Inc.
Purchase of Shares (continued)

The minimum initial investment is $1,000 and the minimum subsequent 
investment is $50, except for purchases through (a) Individual 
Retirement Accounts ("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. For the Fund's Systematic Investment Plan, the minimum initial and 
subsequent requirement is $25. There are no minimum investment 
requirements for employees of Travelers Group Inc. ("Travelers") and its 
subsidiaries, including Smith Barney, and Directors or Trustees of any 
of the Smith Barney Mutual Fundss, and their spouses and children. The 
Fund reserves the right to waive or change minimums, to decline any 
order to purchase its shares and to suspend the offering of shares from 
time to time.  Share certificates are issued only upon a shareholder's 
written request to the Sub-Transfer Agent.

The Portfolio'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 when the Sub-Transfer 
Agent 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 
Portfolio shares are paid for in Federal funds, the order becomes 
effective on the day of receipt if received prior to 12 noon, New York 
time, on any day the Portfolio calculates its net asset value.  See 
"Valuation of Shares." Purchase orders received after 12 noon on any 
business day are effective as of the time the net asset value is next 
determined.  When orders for the purchase of Portfolio shares are paid 
for other than in Federal funds, the Sub-Transfer Agent, 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 Sub-Transfer Agent.  All shares purchased 
begin to accrue income dividends on the next business day following the 
day that the purchase order becomes effective.

Systematic Investment Plan

	Shareholders may make additions to their accounts at any time by 
purchasing shares through a service known as the Systematic Investment 
Plan. Under the Systematic Investment Plan, the Sub-Transfer Agent is 
authorized through preauthorized transfers of $25 or more to charge the 
regular bank account or other financial institution indicated by the 
shareholder on a monthly or quarterly basis to provide systematic 
additions to the shareholder's Portfolio account. A shareholder who has 
	insufficient funds to complete the transfer will be charged a fee of up 
to $25 by PFS Distributors, Inc. ("PFS"), the Fund's distributor or the 
Sub-Transfer Agent.	
 
Redemption of Shares

Shareholders may redeem for cash some or all of their shares of the 
Portfolio at any time by sending a written request in proper form 
directly to the Sub-Transfer Agent, PFS Shareholder Services, at 3100 
Breckinridge Blvd., Bldg. 200, Duluth, Georgia 30199-0062.  If you 
should have any questions concerning how to redeem your account after 
reviewing the information below, please contact the Sub-Transfer Agent 
at (800) 544-5445 or Spanish-speaking representatives at (800) 544-7278, 
or TDD Line for the Hearing Impaired at (800) 824-1721.
The request for redemption must be signed by all persons in whose names 
the shares are registered.  Signatures must conform exactly to the 
account registration.  If the proceeds of the redemption exceed $50,000, 
or if the proceeds are not paid to the record owner(s) at the record 
address, if the shareholder(s) has had an address change in the past 45 
days, or if the shareholder is a corporation, 
Smith Barney Money Funds, Inc.
Redemption of Shares (continued)

sole proprietor, partnership, trust or fiduciary, signature(s) must be 
guaranteed by one of the following: a bank or trust company; a broker-
dealer; a credit union; a national securities exchange, 
registered securities association or clearing agency; a savings and loan 
association; or a federal savings bank.

Generally, a properly completed Redemption Form with any required 
signature guarantee is all that is required for a redemption.  In some 
cases, however, other documents may be necessary.  For example, in the 
case of shareholders holding certificates, the certificates for the 
shares being redeemed must accompany the redemption request.  Additional 
documentary evidence of authority is also required by the Sub-Transfer 
Agent in the event redemption is requested by a corporation, 
partnership, trust, fiduciary, executor or administrator.  Additionally, 
if a shareholder requests a redemption from a Retirement Plan account 
(IRA, SEP or 403(b)(7)), such request must state whether or not federal 
income tax is to be withheld from the proceeds of the redemption check.
A shareholder may utilize the Sub-Transfer Agent's FAX to redeem their 
account as long as a signature guarantee or other documentary evidence 
is not required.  Redemption requests should be properly signed by all 
owners of the account and faxed to the Sub-Transfer Agent at (800) 554-
2374. Facsimile redemptions may not be available if the shareholder 
cannot reach the Sub-Transfer Agent by FAX, whether because all 
telephone lines are busy or for any other reason; in such case, a 
shareholder would have to use the Portfolio's regular redemption 
procedure described above.  Facsimile redemptions received by the Sub-
Transfer Agent prior to 12:00 p.m. Eastern time on a regular business 
day will be processed at the net asset value per share determined that 
day.
In all cases,  the redemption price is the net asset value per share of 
the Portfolio next determined after the request for redemption is 
received in proper form, by the Sub-Transfer Agent.  Payment 
for shares redeemed will be made by check mailed within three days after 
acceptance by the Sub-Transfer Agent of the request and any other 
necessary documents in proper order.  Such payment 
may be postponed or the right of redemption suspended as provided by the 
rules of the SEC.  If the shares to be redeemed have been recently 
purchased by check or draft, the Sub-Transfer Agent may hold the payment 
of the proceeds until the purchase check or draft has cleared, usually a 
period of up to 15 days.  Any taxable gain or loss will be recognized by 
the shareholder upon redemption of shares.

After following the above-stated redemption guidelines, a shareholder(s) 
may elect to have the redemption proceeds wire-transferred directly to 
the shareholder's bank account of record (defined as a currently 
established pre-authorized draft on the shareholder's account with no 
changes within the previous 45 days), as long as the bank account is 
registered in the same name(s) as the account with the Portfolio.  If 
the proceeds are not to be wired to the bank account of record, or 
mailed to the registered owner(s), a signature guarantee will be 
required from all shareholder(s).  A $25 service fee will be charged by 
the Sub-Transfer Agent to help defray the administrative expense of 
executing a wire redemption.  Redemption proceeds will normally be wired 
to the designated bank account on the next business day following the 
redemption, and should ordinarily be credited to the shareholders' bank 
account by his/her bank within 48 to 72 hours.

Contingent Deferred Sales Charge  
Class A shares of the Cash Portfolio, which were originally acquired in 
one of the other Smith Barney Mutual Funds at net asset value subject to 
a CDSC, continue to be subject to any applicable CDSC of the original 
fund.  Therefore, such Class A shares that are redeemed within 12 months 
of the date of purchase of the original fund may be subject to a CDSC of 
1.00%.  The amount of any CDSC will be paid to PFS.  The CDSC will be 
assessed based on an amount equal 
	Smith Barney Money Funds, Inc.
Redemption of Shares (continued)
to the net asset value at the time of redemption.  Accordingly, no CDSC 
will be imposed on increases in net asset 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 CDSC, 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 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 
such shares being redeemed will be considered to represent, as 
applicable, capital appreciation or dividend and capital gain 
distribution reinvestments in such other funds. For Federal income tax 
purposes, the amount of the CDSC will reduce the gain or increase the 
loss, as the case may be, on the amount realized on redemption. 

	The CDSC on Class A shares, if any, will be waived on (a) exchanges (see 
"Exchange Privilege" below); (b) automatic cash withdrawals in amounts 
equal to or less than 1.00% per month of the value of the shareholder's 
shares at the time the withdrawal plan commences (see "Redemption of 
Shares-Automatic Cash Withdrawal Plan"): (c) redemptions of shares 
within twelve months following the death or disability of the 
shareholder; (d) redemptions of shares made in connection with qualified 
distributions from retirement plans or IRAs upon the attainment of age 
591/2; (e) involuntary redemptions; and (f) redemptions of shares in 
connection with a combination of the 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 CDSC imposed on the prior redemption. 

	CDSC waivers will be granted subject to confirmation by PFS of the 
shareholder's status or holdings, as the case may be.

Automatic Cash Withdrawal Plan

The Portfolio offers shareholders an automatic cash withdrawal plan, 
under which shareholders who own shares with a value of at least $10,000 
may elect to receive periodic cash payments of at least $50 monthly or 
quarterly. Retirement plan accounts are eligible for automatic cash 
withdrawal plans only where the shareholder is eligible to receive 
qualified distributions and has an account value of at least $5,000.  
The withdrawal plan will be carried over on the exchanges between funds.  
Any applicable CDSC will not be waived on amounts withdrawn by a 
shareholder that exceed 1.00% per month of the value of the 
shareholder's shares subject to the CDSC at the time the withdrawal plan 
commences.  For further information regarding the automatic cash 
withdrawal plan, shareholders should contact the Sub-Transfer Agent.

Exchange Privilege

	Except as otherwise noted below, Class A shares may be exchanged for 
Class A shares of the  following funds 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 shares are subject to minimum investment 
requirements and all shares are subject to other requirements of the 
fund into which exchanges are made and a sales charge differential may 
apply. 


Smith Barney Money Funds, Inc.
Exchange Privilege (continued)

Fund Name

Smith Barney Appreciation Fund Inc.

Smith Barney Growth Opportunity Fund 

Smith Barney Concert Series Inc.
	The Balanced Portfolio
	The Conservative Portfolio
	The Growth Portfolio	
	The High Growth Portfolio
	The Income Portfolio

Smith Barney Investment Grade Bond Fund

		Class A shares of the Portfolio will be subject to the appropriate 
"sales charge differential" upon the exchange of such shares for Class A 
shares of another fund of the Smith Barney Mutual Funds sold with a 
sales charge. The "sales charge differential" is limited to a percentage 
rate no greater than the excess of the sales charge rate applicable to 
purchases of shares of the mutual fund being acquired in the exchange 
over the sales charge rate(s) actually paid on the mutual fund shares 
relinquished in the exchange and on any predecessor of those shares. For 
purposes of the exchange privilege, shares obtained through automatic 
reinvestment of dividends and capital gains distributions are treated as 
having paid the same sales charges applicable to the shares on which the 
dividends or distributions were paid; however, if no sales charge was 
imposed upon the initial purchase of the shares, any shares obtained 
through automatic reinvestment will be subject to a sales charge 
differential upon exchange. 

		Although the exchange privilege is an important benefit, excessive 
exchange transactions can be detrimental to the Portfolio'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 the Portfolio's other shareholders. In this event the 
Portfolio may, at its discretion, decide to limit additional purchases 
and/or exchanges by the shareholder. Upon such a determination by the 
Portfolio, PFS 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 Portfolio or (b) remain invested in the 
Portfolio or exchange into any of the funds of the Smith Barney Mutual 
Funds listed under "Exchange Privilege," 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. 

Exchanges will be processed at the net asset value next determined, plus 
any applicable sales charge differential. 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. A capital gain or loss for tax purposes 
will be realized upon the exchange, depending upon the cost or other 
basis of shares redeemed. 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 Fund 
reserves the right to modify or discontinue exchange privileges upon 60 
days' prior notice to shareholders. 

Smith Barney Money Funds, Inc.
Exchange Privilege (continued)

Check Writing Privilege

A shareholder holding shares for which certificates have not been issued 
may appoint the Fund's Sub-Transfer Agent as agent and request, on the 
application form, special forms of drafts payable 
through Fidelity National Bank ("Fidelity").  The Sub-Transfer Agent 
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.  These drafts may 
be made payable by the shareholder to the order of any person in any 
amount of $250 or more.  When a draft is presented to Fidelity for 
payment,  full and fractional shares required to cover the amount of the 
draft will be redeemed from the shareholder's account by the Sub-
Transfer Agent at the next determined net asset value.  Any gain or loss 
realized on the sale of shares is a taxable event.  See "Redemption of 
Shares".  Drafts will not be honored for redemption of shares held less 
than fifteen (15) days, or until the Sub-Transfer Agent is presented 
with satisfactory evidence that the purchase check has cleared.  Any 
shares for which there are outstanding certificates may not be redeemed 
by draft.  If the amount of the draft is greater than the proceeds of 
all uncertificated shares held in the shareholder's account,  the draft 
will be returned and the shareholder may be subject to additional 
charges imposed by banks.  A shareholder may not liquidate the entire 
account by means of a draft.  The check writing privilege may be 
terminated or suspended at any time by PFS or Fidelity.  Retirement 
plans and accounts that are subject to backup withholding are not 
eligible for the privilege. A "stop payment" system is not available on 
the checks. Fidelity will only honor those drafts authorized by PFS.

Minimum Account Size

	The Fund reserves the right to redeem involuntarily any shareholder's 
account in the Portfolio if the aggregate net asset value of the shares 
held in the Portfolio account is less than $500. Any applicable CDSC 
will be deducted from the proceeds of this redemption. (If a shareholder 
has more 
	than one account in the Portfolio, each account must satisfy the minimum 
account size.) Before the Board of Directors of the Fund 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. 

Yield Information

	From time to time the Fund may advertise the yield and effective yield 
of the Portfolio.  These yield figures are based on historical earnings 
and are not intended to indicate future performance. The yield of the 
Portfolio or a Class refers to the net investment income generated by an 
investment in the Portfolio 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 
Portfolio 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. 

Management of the Fund

Board of Directors

Overall responsibility for management and supervision of the Fund rests 
with the Fund's Board of Directors. The Directors approve all 
significant agreements between the Fund and the companies that furnish 
services to the Fund and the Portfolio, including agreements with the 
Fund's distributor, investment manager, custodian and transfer agent. 
The day-to-day operations of the Portfolio are delegated to the 
Portfolio's investment manager. The Statement of Additional 
	Smith Barney Money Funds, Inc.
Management of the Fund (continued)
Information contains background information regarding each Director and 
executive officer of the Fund. 
Manager
	
	Smith Barney Mutual Funds Management Inc. ("SBMFM" or "the Manager") was 
incorporated in 1968 under the laws of Delaware. It is a wholly-owned 
subsidiary of Smith Barney Holdings Inc., the parent company of Smith 
Barney. Smith Barney Holdings Inc. is a wholly-owned subsidiary of 
Travelers Group Inc., which is a diversified financial services holding 
company engaged, through its subsidiaries, principally in four business 
segments: Investment Services, Consumer Finance Services, Life Insurance 
Services and Property & Casualty Insurance Services.
 		
	SBMFM, Smith Barney and Smith Barney Holdings Inc. are each located at 
388 Greenwich Street, New York, New York 10013. SBMFM is also the 
investment manager for numerous other investment companies having 
aggregate assets as of December 31, 1995 of approximately $68 billion. 
For the Fund's last fiscal year ended November 30, 1995 the management 
fee was 0.42% of the Portfolio's average daily net assets. The 
Portfolio's management agreement provides for daily compensation of the 
Manager at the following annual rates: 0.45% on the first $6 billion of 
the Portfolio's net assets, 0.425% on the next $6 billion, 0.40% on the 
next $6 billion and 0.35% on net assets in excess of $18 billion.
	Under the management agreement SBMFM is responsible for furnishing or 
causing to be furnished to the Portfolio advice and assistance with 
respect to the acquisition, holding or disposal of investments and 
recommendations with respect to other aspects and affairs of the 
Portfolio, bookkeeping, accounting and administrative services, office 
space and equipment, and the services of the officers and employees of 
the Fund. 

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

Distributor

PFS is located at 3100 Breckinridge Boulevard, Duluth, Georgia 30199-
0001. PFS distributes shares of the Fund as principal underwriter and as 
such conducts a continuous offering pursuant to a "best efforts" 
arrangement requiring PFS to take and pay for only such securities as 
may be sold to the public. Pursuant to a plan of distribution adopted by 
the Fund under Rule 12b-1 under the 1940 Act (the "Plan"),  PFS is paid 
an annual service fee with respect to Class A shares of the Fund at the 
annual rate of 0.10% of the average daily net assets of the Class A 
shares.  The fees are paid to PFS which in turn pays PFS Investments to 
pay its Investments Representatives for servicing shareholder accounts 
for as long as a shareholder remains a holder of the Class. The servic 
fee is credited at a rate of 0.10% of the average balance of Class 
shares held in the accounts of customers of Investments Representatives. 
The service fee is also spent by PFS to cover payments to and expenses 
of PFS Investments Representatives and other persons who provide 
shareholder services. Shareholder servicing expenses incurred by PFS 
Investments but not reimbursed by a Class in any year will not be a 
continuing liability of the Class in subsequent years.




	Smith Barney Money Funds, Inc.
Management of the Fund (continued)

From time to time, PFS or its affiliates may also pay for certain non-
cash sales incentives provided to PFS Investments Representatives. Such 
incentives do not have any effect on the net amount invested. PFS may 
from time to time, pay or allow additional reallowances or promotional 
incentives, in the form of cash or other compensation to PFS Investments 
Representatives that sell shares of the Fund.

		Additional Information

		The Fund, an open-end, diversified investment company, was incorporated 
under Maryland law on May 28, 1974. The Board of Directors has 
authorized the issuance of four series of shares, each representing 
shares in one of four separate Portfolios - the Cash Portfolio, the 
Government Portfolio, the Retirement Portfolio and the U.S. Treasury 
Portfolio - and may also authorize the creation of additional series of 
shares. Each share of a Portfolio or Class represents an equal 
proportionate interest in the net assets of that Portfolio or Class with 
each other share of the same Portfolio or Class and is entitled to such 
dividends and distributions out of the net income of that Portfolio 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 Portfolio or Class except as otherwise required by the Act or 
Maryland law. As described under "Voting Rights" in the Statement of 
Additional Information, the Fund ordinarily will not hold shareholder 
meetings; however, shareholders have the right to call a meeting upon a 
vote of 10% of the Fund's outstanding shares for the purpose of voting 
to remove directors and the Fund will assist shareholders in calling 
such a meeting as required by the Act. 
		
PNC Bank, National Association, located at 17th and Chestnut Streets, 
Philadelphia, Pennsylvania 19103, serves as custodian of the Portfolio's 
investments. 
	First Data Investor Services Group, Inc. located at Exchange Place, 
Boston, Massachusetts 02109, serves as the Fund's transfer agent.
	PFS Shareholder Services is located at 3100 Breckinridge Blvd., Bldg. 
200, Duluth, Georgia 30199-0062 and serves as the Fund's Sub-Transfer 
Agent.
The Fund sends its shareholders a semi-annual report and an audited 
annual report, which include listings of the investment securities held 
by the Fund at the end of the period covered. In an effort to reduce the 
Fund's printing and mailing costs, the Fund plans to consolidate the 
mailing of its 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. 
In addition, the Fund also plans to consolidate the mailing of its 
Prospectus so that a shareholder having multiple accounts (that is, 
individual, IRA and/or Self-Employed Retirement Plan accounts) will 
receive a single Prospectus annually. Shareholders who do not want this 
consolidation to apply to their account should contact their PFS 
Investments Representative or the Fund's Transfer agent.