As amended through 3/3/95
   and restated as of 9/10/97
SMITH BARNEY MONEY FUNDS, INC.
(formerly NATIONAL LIQUID RESERVES, INC.)
*  *  *  *  *
B  Y   -   L  A  W  S
*  *  *  *  *
ARTICLE I
OFFICES
	Section 1.  The principal office shall be in the City of 
Baltimore, State of Maryland.
	Section 2.  The corporation may also have offices at such other 
places both within and without the state of Maryland as the board of 
directors may from time to time determine or the business of the 
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
	Section 1.  All meetings of stockholders shall be held at the 
office of the corporation in New York City, State of New York.  Meetings 
may be held at the principal office in this State or at such other place 
within the United States as designated in the by-laws or fixed by the 
Board of Directors pursuant to the by-laws.
	Section 2.  Annual Meeting.  The annual meeting of stockholders 
of the Corporation for the election of directors and for the transaction 
of such other business as may properly be brought before the meeting 
shall be held on such day in each year as shall be designated annually 
by the Board of Directors; provided however, that an annual meeting of 
stockholders shall not be required to be held in any year in which none 
of the following is required to be acted on by stockholders pursuant to 
the Investment Company Act of 1940: election of directors; approval of 
the management agreement; ratification of the selection of independent 
public accountants; and approval of a distribution agreement.
	Section 3.  At any time in the interval between annual meetings 
special meetings of the stockholders may be called by the board of 
directors, or by the president, a vice-president, the secretary, or an 
assistant secretary.
	Section 4.  Special meetings of stockholders shall be called by 
the secretary upon the written request of the holders of shares entitled 
to not less than twenty-five percent of all the votes entitled to be 
cast at such meeting.  Such request shall state the purpose or purposes 
of such meeting and the matters proposed to be acted on thereat.  The 
secretary shall inform such stockholders of the reasonably estimated 
cost of preparing and mailing such notice of the meeting, and upon 
payment to the corporation of such costs the secretary shall give notice 
stating the purpose or purposes of the meeting to all stockholders 
entitled to vote at such meeting.  No special meeting need be called 
upon the request of the holders of shares entitled to cast less than a 
majority of all votes entitled to be cast at such meeting, to consider 
any matter which is substantially the same as a matter voted upon at any 
special meeting of the stockholders held during the preceding twelve 
months.
	Section 5.  Not less than ten nor more than ninety days before 
the date of every stockholders' meeting, the secretary shall give to 
each stockholder entitled to vote at such meeting, and to each 
stockholder not entitled to vote who is entitled by statute to notice, 
written or printed notice stating the time and place of the meeting and, 
in the case of a special meeting, the purpose or purposes for which the 
meeting is called, either by mail or by presenting it to him personally 
or by leaving it at his residence or usual place of business.  If 
mailed, such notice shall be deemed to be given when deposited in the 
United States mail addressed to the stockholder at his post-office 
address as it appears on the records of the corporation, with postage 
thereon prepaid.
	Section 6.  Business transacted at any special meeting of 
stockholders shall be limited to the purposes stated in the notice.
	Section 7.  At any meeting of stockholders the presence in person 
or by proxy of stockholders entitled to cast a majority of the votes 
thereat shall constitute a quorum; but this section shall not affect any 
requirement under the statute or under the charter for the vote 
necessary for the adoption of any measure.
	Section 8.  A majority of the votes cast at a meeting of 
stockholders, duly called and at which a quorum is present, shall be 
sufficient to take or authorize action upon any matter which may 
properly come before the meeting, unless more than a majority of the 
votes cast is required by the statute or by the charter.
	Section 9.  Each outstanding share of stock having voting power 
shall be entitled to one vote on each matter submitted to vote at a 
meeting of  stockholders; but no share shall be entitled to vote if any 
installment payable thereon is overdue and unpaid.  A stockholder may 
vote the shares owned of record by him either in person or by proxy 
executed in writing by the stockholder or by his duly authorized 
attorney-in-fact.  No proxy shall be valid after eleven months from its 
date, unless otherwise provided in the proxy.  At all meetings of 
stockholders, unless the voting is conducted by inspectors, all 
questions relating to the qualification of voters and the validity of 
proxies and the acceptance or rejection of votes shall be decided by the 
chairman of the meeting.
	Section 10.  A meeting of stockholders convened on the date for 
which it was called may be adjourned as permitted by Maryland Law.  If a 
quorum shall not be present or represented at such meeting of 
stockholders, a majority of the stockholders entitled to vote thereat, 
present in person or represented by proxy, shall have power to adjourn 
the meeting.  At any adjourned session of a meeting which a quorum shall 
be present or represented any business may be transacted that might have 
been transacted at the meeting as originally noticed.
	Section 11.  Any action required or permitted to be taken at any 
meeting of stockholders may be taken without a meeting, if a consent in 
writing, setting forth such action, is signed by all the stockholders 
entitled to vote on the subject matter thereof and any other 
stockholders entitled to notice of a meeting of stockholders (but not to 
vote thereat) have waived in writing any rights which they may have to 
dissent from such action, and such consent and waiver are filed with the 
records of the corporation.
ARTICLE III
DIRECTORS
	Section 1.  The number of directors of the corporation shall be 
ten.  By vote of a majority of the entire board of directors, the number 
of directors fixed by the charter or by these by-laws may be increased 
or decreased from time to time not exceeding 15 nor less than 3, but the 
tenure of office of a director shall not be affected by any decrease in 
the number of directors so made by the board.  Until the first annual 
meeting of stockholders or until successors are duly elected and 
qualify, the board shall consist of the persons named as such in the 
charter.  At the first annual meeting of stockholders and at each annual 
meeting thereafter, the stockholders shall elect directors to hold 
office until the next annual meeting or until their successors are 
elected and qualify.  Directors need not be stockholders in the 
corporation.
	Section 2.  Any vacancy occurring in the board of directors for 
any cause other than by reason of an increase in the number of directors 
may be filled by a majority of the remaining members of the board of 
directors, although such majority is less than a quorum.  Any vacancy 
occurring by reason of an increase in the number of directors may be 
filled by action of a majority of the entire board of directors.  A 
director elected by the board of directors to fill a vacancy shall be 
elected to hold office until the next annual meeting of stockholders or 
until his successor is elected and qualifies.
	Section 3.  The business and affairs of the corporation shall be 
managed by its board of directors, which may exercise all of the powers 
of the corporation, except such as are by law or by the charter or by 
these by-laws conferred upon or reserved to the stockholders.
	Section 4.  At any meeting of stockholders, duly called and at 
which a quorum is present, the stockholders may, by the affirmative vote 
of the holders of a majority of the votes entitled to be cast thereon, 
remove any director or directors from office and may elect a successor 
or successors to fill any resulting vacancies for the unexpired terms of 
removed directors.
	MEETINGS OF THE BOARD OF DIRECTORS
	Section 5.  Meetings of the board of directors, regular or 
special, may be held at any place in or out of the State of Maryland as 
the board may from time to time determine.
	Section 6.  The first meeting of each newly elected board of 
directors shall be held at such time and place as shall be fixed by the 
vote of the stockholders at the annual meeting, and no notice of such 
meeting shall be necessary to the newly elected directors in order 
legally to constitute the meeting, provided a quorum shall be present.  
In the event of the failure of the stockholders to fix the time or place 
of such first meeting of the newly elected board of directors, or in the 
event such meeting is not held at the time and place so fixed by the 
stockholders, the meeting may be held at such time and place as shall be 
specified in a notice given as hereinafter provided for special meetings 
of the board of directors, or as shall be specified in a written waiver 
signed by all of the directors.
	Section 7.  Regular meetings of the board of directors may be 
held without notice at such time and place as shall from time to time be 
determined by the board of directors.
	Section 8.  Special meetings of the board of directors may be 
called at any time by the board of directors or the executive committee, 
if one be constituted, by vote at a meeting, or by the president or by a 
majority of the directors or a majority of the members of the executive 
committee in writing with or without a meeting.  Special meetings may be 
held at such place or places within or without Maryland as may be 
designated from time to time by the board of directors; in the absence 
of such designation such meeting shall be held at such places as may be 
designated in the call.
	Section 9.  Notice of the place and time of every special meeting 
of the board of directors shall be served on each director or sent to 
him by telegraph or by mail, or by leaving the same at his residence or 
usual place of business at least two days before the date of the 
meeting.  If mailed, such notice shall be deemed to be given when 
deposited in the United States mail addressed to the director at his 
post-office address as it appears on the records of the corporation, 
with postage thereon prepaid.
	Section 10.  At all meetings of the board a majority of the 
entire board of directors shall constitute a quorum for the transaction 
of business and the action of a majority of the directors present at any 
meeting at which a quorum is present shall be the action of the board of 
directors unless the concurrence of a greater proportion is required for 
such action by statute, the articles of incorporation or these by-laws. 
 If a quorum shall not be present at any meeting of directors, the 
directors present thereat may by a majority vote adjourn the meeting 
from time to time, without notice other than announcement at the 
meeting, until a quorum shall be present.
	Section 11.  Any action required or permitted to be taken at any 
meeting of the board of directors or of any committee thereof may be 
taken without a meeting, if a written consent to such action is signed 
by all members of the board or of such committee, as the case may be, 
and such written consent is filed with the minutes of proceedings of the 
board or committee.
	COMMITTEES OF DIRECTORS
	Section 12.  The board of directors may appoint from among its 
members an executive committee and other committees composed of two or 
more directors, and may delegate to such committees, in the intervals 
between meetings of the board of directors, any or all of the powers of 
the board of directors in the management of the business and affairs of 
the corporation, except the power to declare dividends, to issue stock 
or to recommend to stockholders any action requiring stockholders' 
approval.  In the absence of any member of any such committee, the 
members thereof present at any meeting, whether or not they constitute a 
quorum, may appoint a member of the board of directors to act in the 
place of such absent members.
	Section 13.  The committees shall keep minutes of their 
proceedings and shall report the same to the board of directors at the 
meeting next succeeding, and any action by the committees shall be 
subject to revision and alteration by the board of directors, provided 
that no rights of third persons shall be affected by any such revision 
or alteration.
	COMPENSATION OF DIRECTORS
	Section 14.  Directors may receive compensation for services to 
the corporation in their capacities as directors or otherwise in such 
manner and in such amounts as may be fixed from 
time to time by the board of directors.
ARTICLE IV
NOTICES
	Section 1.  Notices to directors and stockholders shall be in 
writing and delivered personally or mailed to the directors or 
stockholders at their addresses appearing on the books of the 
corporation.  Notice by mail shall be deemed to be given at the time 
when the same shall be mailed.  In the case of stockholders' meetings 
the notice may be left at the stockholders residence or usual place of 
business.  Notice to directors may also be given by telegram.
	Section 2.  Whenever any notice of the time, place or purpose of 
any meeting of stockholders, directors or committee is required to be 
given under the provisions of the statute or under the provisions of the 
charter or these bylaws, a waiver thereof in writing, signed by the 
person or persons entitled to such notice and filed with the records of 
the meeting, whether before or after the holding thereof, or actual 
attendance at the meeting stockholders in person or by proxy or at the 
meeting of directors or committee in person, shall be deemed equivalent 
to the giving of such notice to such persons.
ARTICLE V
OFFICERS
	Section 1.  The officers of the corporation shall be chosen by 
the board of directors and shall be a president, a vice-president, a 
secretary and a treasurer.  The president shall be selected from among 
the directors.  The board of directors may also choose additional vice-
presidents,  and one or more assistant secretaries and assistant 
treasurers.  Two or more offices, except those of president and vice-
president, may be held by the same person but no officer shall execute, 
acknowledge or verify any instrument in more than one capacity, if such 
instrument is required by law, the charter or these by-laws to be 
executed, acknowledged or verified by two or more officers.
	Section 2.  The board of directors at its first meeting after 
each annual meeting of stockholders shall choose a president from among 
the directors, and shall choose one or more vice-presidents, a secretary 
and a treasurer, none of whom need be a member of the board.
	Section 3.  The board of directors may appoint such other 
officials and agents as it shall deem necessary, who shall hold their 
offices for such terms and shall exercise such powers and perform such 
duties as shall be determined from time to time by the board.
	Section 4.  The salaries of all officers and agents of the 
corporation shall be fixed by the board of directors.  
	Section 5.  The officers of the corporation shall serve for one 
year and until their successors are chosen and qualify.  Any officer or 
agent may be removed by the board of directors whenever, in its 
judgment, the best interests of the corporation will be served thereby, 
but such removal shall be without prejudice to the contractual rights, 
if any, of the person so removed.  If the office of any officer becomes 
vacant for any reason, the vacancy shall be filled by the board of 
directors.
	THE PRESIDENT
	Section 6.  The president shall be the chief executive officer of 
the corporation; he shall preside at all meetings of the stockholders 
and directors, shall have general and active management of the business 
of the corporation, and shall see that all orders and resolutions of the 
board are carried into effect.
	Section 7.  He shall execute in the corporate name all authorized 
deeds, mortgages, bonds, contracts or other instruments requiring a 
seal, under the seal of the corporation, except in cases in which the 
signing or execution thereof shall be expressly delegated by the board 
of directors to some other officer or agent of the corporation.
	VICE-PRESIDENTS
	Section 8.  The vice-president, or if there shall be more than 
one, the vice-presidents in the order determined by the board of 
directors, shall, in the absence or disability of the president, perform 
the duties and exercise the powers of the president, and shall perform 
such other duties and have such other powers as the board of directors 
may from time to time prescribe.
	THE SECRETARY AND ASSISTANT SECRETARIES
	Section 9.  The secretary shall attend all meetings of the board 
of directors and all meetings of the stockholders and record all the 
proceedings of the meetings of the corporation and of the board of 
directors in a book to be kept for that purpose and shall perform like 
duties for the standing committees when required.  He shall give, or 
cause to be given, notice of all meetings of the stockholders and 
special meetings of the board of directors, and shall perform such other 
duties as may be prescribed by the board of directors or president, 
under whose supervision he shall be.  He shall keep in safe custody the 
seal of the corporation and, when authorized by the board of directors, 
affix the same to any instrument requiring it and, when so affixed, it 
shall be attested by this signature or by the signature of an assistant 
secretary.
	Section 10.  The assistant secretary, or if there be more than 
one, the assistant secretaries in the order determined by the board of 
directors, shall, in the absence or disability of the secretary, perform 
the duties and exercise the powers of the secretary and shall perform 
such other duties and have such other powers as the board of directors 
may from time to time prescribe.
	THE TREASURER AND ASSISTANT TREASURERS
	Section 11.  The treasurer shall have the custody of the 
corporate funds and securities and shall keep full and accurate accounts 
of receipts and disbursements in books belonging to the corporation and 
shall deposit all moneys and other valuable effects in the name and to 
the credit of the corporation in such depositories as may be designated 
by the board of directors.
	Section 12.  He shall disburse the funds of the corporation as 
may be ordered by the board of directors, taking proper vouchers for 
such disbursements, and shall render to the president and the board of 
directors, at its regular meetings, or when the board of directors so 
requires an account of all his transactions as treasurer and of the 
financial condition of the corporation.
	Section 13.  If required by the board of directors, he shall give 
the corporation a bond in such sum and with such surety or sureties as 
shall be satisfactory to the board for the faithful performance of  the 
duties of his office and for the restoration to the corporation, in case 
of his death, resignation, retirement or removal from office, of all 
books, papers, vouchers, money and other property of whatever kind in 
his possession or under his control belonging to the corporation.
	Section 14.  The assistant treasurer, or if there shall be more 
than one, the assistant treasurers in the order determined by the board 
of directors, shall, in the absence or disability of the treasurer, 
perform the duties and exercise the powers of the treasurer and shall 
perform such other duties and have such other powers as the board of 
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
	Section 1.  Each stockholder shall be entitled to a certificate 
or certificates which shall represent and certify the number and kind of 
class of shares owned by him in the corporation.  Each certificate shall 
be signed by the president or a vice-president and countersigned by the 
secretary or an assistant secretary or the treasurer or an assistant 
treasurer or an assistant treasurer and may be sealed with the corporate 
seal.
	Section 2.  The signatures may be either manual or facsimile 
signatures and the seal may be either facsimile or any other form of 
seal.  In case any officer who as signed any certificate ceases to be an 
officer of the corporation before the certificates is issued, the 
certificate may nevertheless be issued by corporation with the same 
effect as if the officer had not ceased to be such officer as of the 
date of its issue.  Every certificate representing stock issued by a 
corporation which is authorized to issue stock of more than one class 
shall set forth upon the face or back of the certificate, a full 
statement or summary of the designations, preferences, limitations, and 
relative rights of the shares of each class authorized to be issued and, 
if the corporation is authorized to issue any preferred or special class 
in series, the variations in the relative rights and preferences between 
the shares of each such series so far as the same have been fixed and 
determined and the authority of the board of directors to fix and 
determine the relative rights and preferences of subsequent series.  A 
summary of such information included in a registration statement 
permitted to become effective under the Federal Securities Act of 1933, 
as now or hereafter amended, shall be acceptable summary for the 
purposes of this section.  In lieu of such full statement or summary, 
there may be set forth upon the face or back of the certificate a 
statement that the corporation will furnish to any stockholder upon 
request and without charge, a full statement of such information.  Every 
certificate representing shares which are restricted or limited as to 
transferability by the corporation issuing such shares shall either (i) 
set forth upon the face or back of the certificate a full statement of 
such restriction or limitation or (ii) state that the corporation will 
furnish such a statement upon request and without charge to any holder 
of such shares.  No certificate shall be issued for any share of stock 
until such share is full [sic] paid.
	LOST CERTIFICATES
	Section 3.  The board of directors may direct a new certificate 
or certificates to be issued in place of any certificate or certificates 
theretofore issued by the corporation alleged to have been stolen, lost 
or destroyed, upon the making of an affidavit of that fact by the person 
claiming the certificate of stock to be stolen, lost or destroyed.  When 
authorizing such issue of a new certificate or certificates, the board 
of directors may, in its discretion and as a condition precedent to the 
issuance thereof, require the owner of such stolen, lost or destroyed 
certificate or certificates, or his legal representative, to advertise 
the same in such manner as it shall require and to give the corporation 
a bond, with sufficient surety, to the corporation to indemnify it 
against any loss or claim which may arise by reason of the issuance of a 
new certificate.
	TRANSFERS OF STOCK
	Section 4.  Upon surrender to the corporation or the transfer 
agent of the corporation of a certificate for shares duly endorsed or 
accompanied by proper evidence of succession, assignment or authority to 
transfer, it shall be the duty of the corporation to issue a new 
certificate to the person entitled thereto, cancel the old certificate 
and record the transaction upon its books.
	RECORD DATE
	Section 5.  The board of directors may fix, in advance, a date as 
the record date for the purpose of determining stockholders entitled to 
notice of, or to vote at, any meeting of stockholders, or stockholders 
entitled to receive payment of any dividend or the allotment of any 
rights, or in order to make a determination of stockholders for any 
other proper purpose.  Such date, in any case, shall be not more than 
sixty days, and in case of a meeting of stockholders not less than ten 
days, prior to the date on which the particular action requiring such 
determination of stockholders is to be taken.
	REGISTERED STOCKHOLDERS
	Section 6.  The corporation shall be entitled to recognize the 
exclusive right of a person registered on its books as the owner of 
shares to receive dividends, and to vote as such owner, and to hold 
liable for calls and assessments a person registered on its books as the 
owner of shares, and shall not be bound to recognize any equitable or 
other claim to or interest in such shares on the part of any other 
person, whether or not it shall have express or other notice thereof, 
except as otherwise provided by the laws of Maryland.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
	Section 1.  Dividends upon the capital stock of the corporation, 
subject to the provisions of the articles of incorporation, if any, may 
be declared by the board of directors at any regular or special meeting, 
pursuant to law.  Dividends may be paid in cash, in property, or in its 
own shares, subject to the provisions of the statute and of the articles 
of incorporation.
	Section 2.  Before payment of any dividend, there may be set 
aside out of any funds of the corporation available for dividends such 
sum or sums as the directors from time to time, in their absolute 
discretion, think proper as a reserve fund to meet contingencies, or for 
equalizing dividends, or for repairing or maintaining any property the 
corporation, or for such other purpose as the directors shall think 
conducive to the interests of the corporation, and the directors may 
modify or abolish any such reserve in the manner in which it was 
created.
	ANNUAL STATEMENT
	Section 3.  The president or a vice-president or the treasurer 
shall prepare or cause to be prepared annually a full and correct 
statement of the affairs of the corporation, including a balance sheet 
and a financial statement of operations for the preceding fiscal year, 
which shall be submitted at the annual meeting and shall be filed within 
twenty days filed within twenty days thereafter at the principal office 
of the corporation in the State of Maryland.
	CHECKS
	Section 4.  All checks, drafts, and orders for the payment of 
money, notes and other evidences of indebtedness, issued in the name of 
the corporation shall be signed by such officer or officers as the board 
of directors may from time to time designate.
	FISCAL YEAR
	Section 5.  The fiscal year of the corporation shall be fixed by 
resolution of the board of directors.
	SEAL
	Section 6.  The corporate seal shall have inscribed thereon the 
name of the corporation, the year of its organization and the words 
"Corporate Seal, Maryland."  The seal may be used by causing it or a 
facsimile thereof to be impressed or affixed or reproduced or otherwise.
	STOCK LEDGER
	Section 7.  The corporation shall maintain at Provident Financial 
Processing Corporation, Wilmington, Delaware an original stock ledger 
containing the names and addresses of all stockholders and the number of 
shares of each class held by each stockholder.  Such stock ledger may be 
in written form or any other form capable of being converted into 
written form within a reasonable time for visual inspection.
ARTICLE VIII
AMENDMENTS
	Section 1.  The board of directors shall have the power, at any 
regular meeting or at any special meeting if notice thereof be included 
in the notice of such special meeting, to alter or repeal any by-laws of 
the corporation and to make new by-laws, except that the board of 
directors shall not alter or repeal any by-laws made by the 
stockholders.
	Section 2.  The stockholders shall have the power, at any annual 
meeting or at any special meeting if notice thereof be included in the 
notice of such special meeting, to alter or repeal any by-laws of the 
corporation and to make new by-laws.
 



 

 






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