SMITH BARNEY MONEY FUNDS, INC.

	ARTICLES SUPPLEMENTARY
	INCREASING AUTHORIZED STOCK
	AS AUTHORIZED BY SECTION 2-105(c) OF
	THE MARYLAND GENERAL CORPORATION LAW


	Smith Barney Money Funds, Inc., a Maryland corporation, having its 
principal office in Baltimore City, Maryland (hereinafter called the 
"Corporation"), hereby certifies to the State Department of Assessments 
and Taxation of Maryland that:

	FIRST:  In accordance with Section 2-105(c) of the Maryland 
General Corporation Law, the Board of Directors has increased the 
authorized capital stock of (1) the Cash Portfolio series of the 
Corporation to 25,000,000,000 shares of Common Stock (par value $.01 per 
share); (2) the Government Portfolio series of the Corporation to 
10,000,000,000 shares of Common Stock (par value $.01 per share); and 
(3) the Retirement Portfolio series of the Corporation to 5,000,000,000 
shares of Common Stock (par value $.01 per share).

	
	SECOND:  (a)  As of immediately before the increase the total 
number of shares of stock of:  (1) all classes which the Cash Portfolio 
series of the Corporation has authority to issue is 4,000,000,000 shares 
of Common Stock (par value $.01 per share); (2) all classes which the 
Government Portfolio series of the Corporation has authority to issue is 
2,000,000,000 shares of Common Stock (par value $.01 per share); and (3) 
all classes which the Retirement Portfolio series of the Corporation has 
authority to issue is 2,000,000,000 shares of Common Stock (par value 
$.01 per share).

	(b)  As increased the total number of shares of stock of:  (1) all 
classes which the Cash Portfolio series of the Corporation has authority 
to issue is 25,000,000,000 shares of Common Stock (par value $.01 per 
share); (2) all classes which the Government Portfolio series of the 
Corporation has authority to issue is 10,000,000,000 shares of Common 
Stock (par value $.01 per share); and (3) all classes which the 
Retirement Portfolio series of the Corporation has authority to issue is 
5,000,000,000 shares of Common Stock (par value $.01 per share).

	(c)  The aggregate par value of:  (1) all shares of the Cash 
Portfolio having a par value is $40,000,000 before the increase and 
$250,000,000 as increased; (2) all shares of the Government 
Portfolio having a par value is $20,000,000 before the increase and 
$100,000,000 as increased; and (3) all shares of the Retirement 
Portfolio having a par value is $20,000,000 before the increase and 
$50,000,000 as increased.



	THIRD:  The Corporation is registered as an open-end investment 
company under the Investment Company Act of 1940. 

	IN WITNESS WHEREOF, the Corporation has caused these presents to 
be signed in its name and on its behalf by its Chairman of the Board and 
witnessed by its Secretary on this 3rd day of November, 1994.


Attest:						SMITH BARNEY MONEY FUNDS, INC.


_________________________			By: 
____________________________
Christina T. Sydor		    			Stephen J. Treadway
Secretary			    			Chairman of the Board



	THE UNDERSIGNED, the Chairman of the Board of Smith Barney Money 
Funds, Inc. who executed on behalf of the Corporation the foregoing 
Articles Supplementary of which this certificate is made a part, hereby 
acknowledges in the name and on behalf of the Corporation the foregoing 
Articles Supplementary to be the corporate act of the Corporation and 
hereby certifies to the best of his knowledge, information and belief 
the matters and facts set forth herein with respect to the authorization 
and approval thereof are true in all material respects under the 
penalties of perjury.



							_____________________________
							Stephen J. Treadway
							Chairman of the Board