As filed with the Securities and Exchange Commission on 
October  17, 1997
                                                                              
                                                  
Registration No.   [                  ]
                                                                              
                                                   
	U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

	FORM N-14

	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
	
[    ] Pre-Effective Amendment No.                 
[  ] Post-Effective Amendment No.
	

	SMITH BARNEY MONEY FUNDS, INC.        
(Exact name of Registrant as specified in the Articles of 
Incorporation)

	Area Code and Telephone Number:  (800) 224-7523
	388 Greenwich Street, New York, New York 10013
	(Address of principal executive offices)   (Zip Code)

	Christina T. Sydor, Esq.
	Smith Barney Inc.
	388 Greenwich Street New York, New York  10013 (22nd floor)
	(Name and address of agent for service)

	copy to:

John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
	
Approximate date of proposed public offering:  As soon as possible 
after the effective date of this Registration Statement.
 
Registrant has registered an indefinite amount of securities pursuant 
to Rule 24f-2 under the Investment Company Act of 1940, as amended; 
accordingly, no fee is payable herewith.  Registrant's Rule 24f-2 
Notice for the fiscal period ended December 31, 1996 was filed with 
the Securities and Exchange Commission on February 18, 1997.

It is proposed that this filing become effective:

XXX  30 days after filing pursuant to Rule 488(a) of the Securities 
Act of 1933, as amended.









	SMITH BARNEY MONEY FUNDS, INC. 

	CONTENTS OF
	REGISTRATION STATEMENT

This Registration Statement contains the following pages and 
documents:

	Front Cover 

	Contents Page

	Cross-Reference Sheet

	Letter to Shareholders

	Notice of Special Meeting

	Instructions for Signing Proxy Cards

	Part A - Prospectus/Proxy Statement

	Part B - Statement of Additional Information

	Part C - Other Information

	Signature Page

	Exhibits



	SMITH BARNEY MONEY FUNDS, INC.

	FORM N-14 CROSS REFERENCE SHEET
	Pursuant to Rule 481(a) Under the Securities Act of 1933

						Prospectus/Proxy
Part A Item No. and Caption			Statement Caption

Item 1.	Beginning of Registration		Cover Page; Cross  Reference
	Statement and Outside Front		Sheet
	Cover Page of Prospectus

Item 2.	Beginning and Outside Back		Table of Contents
	Cover Page of Prospectus

Item 3.	Fee Table, Synopsis Information and	Fee Table; Summary; 
Risk Factors; Comparison of 
	Risk Factors				Investment Objectives and 
						Policies

Item 4.	Information About the Transaction	Summary: Reasons for 
the Reorganization; 
						Information about the 
						Reorganization; 
						Information on Shareholders' 
						Rights; 
						Exhibit A (Agreement and Plan of 
						Reorganization)

Item 5.	Information About the Registrant		Cover Page; Summary; 
						Information about 
						the Reorganization; Comparison of 
						Investment 
						Objectives and Policies; 
						Information on Shareholders'
						Rights; Additional Information 
						about the Acquired Fund 	and 
						the Acquiring Fund

Item 6.	Information About the			Summary; Information 
About the Company Being Acquired		Reorganization; Comparison of 
						Investment 
						Objectives and  Policies; 
						Information on Shareholder's
						Rights; Additional Information 
						about the Acquired Fund 	and 
						the Acquiring Fund

Item 7.	Voting Information			Summary; Information 
About the Reorganization;
						Information on Shareholders' 
						Rights; Voting Information

Item 8.	Interest of Certain Persons		Financial Statements 
and Experts; 					Validity of Shares 
						and Experts	

Item 9.	Additional Information			Not Applicable
	Required for Reoffering By
	Persons Deemed to be Underwriters

Part B Item No. and Caption			Statement of Additional
						Information Caption 

Item 10.	Cover Page					Cover Page

Item 11.	Table of Contents 				Cover Page

Item 12.	Additional Information			Cover Page; Statement of Additional 
	About the Registrant			Information of Smith 
						Barney Money Funds, Inc.
						dated April 30, 1997

Item 13	Additional Information 			Cover Page; Statement of Additional 
	About the Company Being		Information of  Common Sense Trust
	Acquired					dated March 10, 1997

Item 14.	Financial Statements				Cover Page; 
Annual Report and Semi-Annual 
							Report of Smith Barney Money 
							Funds, Inc.  
							dated December 31, 1996 and 
							June 30, 1997, 
							respectively, and Annual 
							Report and Semi-
							Annual Report of Common 
							Sense Trust
							dated October 31, 1996 and 
							April 30, 1997, 
							respectively

Part C Item No. and Caption				Other Information 
Caption 

Item 15.	Indemnification				Indemnification 

Item 16.	Exhibits					Exhibits 

Item 17.	Undertakings				Undertakings 


Dear Common Sense Trust Money Market Fund Shareholder:

The enclosed materials include a combined Prospectus/Proxy Statement 
containing information you need to make an informed decision.  However, 
we thought it would also be helpful for you to have, at the start, 
answers to some of the important questions you might have about the 
proposed merger.  We hope you find these explanations useful as you 
review your materials before voting.  For more detailed information about 
the merger, please refer to the combined Prospectus/Proxy Statement.

1.	Q.	Why am I receiving this Proxy Statement?

            A. 	The Board of Trustees of the Common Sense Trust 
approved the merger of the Common Sense Trust Money Market 
Fund with Smith Barney Money Funds, Inc. - Cash Portfolio.  
The proposed acquisition and merger into the Smith Barney 
Cash Portfolio requires your approval.  Please read the proxy 
statement carefully.

2.	Q.	Why is the merger being recommended?

            A.	The merger is being recommended to combine the assets of 
the Common Sense Trust Money Market Fund with the larger 
assets of the Smith Barney Cash Portfolio.  This merger will 
allow you to benefit from a larger asset base and the 
potential for lower expenses.

3.     	Q.	How will the proposed merger affect how my account will be 
managed?

	A.	Smith Barney Cash Portfolio is managed by Smith Barney Mutual 
Funds Management, Inc. an investment advisor which manages 
over $118 billion in assets and has been managing money since 
[1968].

4.	Q.	Will my vote make a difference?

	A.	Your vote is needed to ensure that a quorum of shareholders 
is represented at the shareholders' meeting so that the 
proposed merger can take place.  We encourage all 
shareholders to participate in the affairs of their 
investments.

5.	Q.	How do the Trustees of my Fund suggest I vote?

	A.	Yes.  The Trustees have approved the merger and recommend the 
shareholders vote "FOR" the proposal.

6.	Q.	Who is paying for the proxy solicitation and shareholder 
meeting?

	A.	Smith Barney, Inc. is paying all costs for the proxy 
solicitation and shareholder meeting.  Your Fund will not 
bear any expenses.

7.	Q.	Will the merger result in a taxable event for federal income 
tax reporting?

	A.	No.  This transaction, in the opinion of counsel, will be a 
non-taxable event.  However, you should consult your tax 
advisor regarding the effect, if any, of the merger.

8.	Q.	Can I continue to use my Common Sense Trust Money Market 
checks after the Money Market Fund is merged into the Smith 
Barney Cash Portfolio?

	A.	Yes.  You may continue to use your existing Money Market 
checks.  You will receive Smith Barney Cash Portfolio checks 
on you next reorder.

9.	Q.	How will share classes be affected by the merger?

	A.	All classes of shares will be merged into Class A shares of 
the Smith Barney Cash Portfolio.

10.	Q.	Will the Money Market Fund expense ratio change?

	A.	Yes.  It is anticipated after the merger the expense ratio 
will be reduced since the Fund's assets will now be part of 
the larger fund.

11.	Q.	Will the 12b-1 fee expense change?

	A.	The 12b-1 fee of Class A shares of the Smith Barney Cash 
Portfolio is .10%.  Since Class 1 and Class B shareholders 
will receive Class A shares of the Cash Portfolio, the 12b-1 
fee will be .10%

12.	Q.	Will my account servicing features remain the same?

	A.	All shareholder services that are currently in effect will 
remain the same.

13.	Q.	Will my Fund Account Number change after the merger?

	A.	All shareholders' account numbers will change.  You will 
receive a confirmation statement from PFS Shareholder 
Services with your new Fund Account Number after the merger 
has been completed.

14.	Q.	What if I redeem my Common Sense Trust Money Market Fund 
shares before the merger takes place?

	A.	If you choose to redeem your shares of Common Sense Trust 
Money Market Fund before the merger takes place, the 
redemption will be treated as a normal redemption of shares 
and will be a taxable transaction.

15.	Q.	How will I be notified when the Common Sense Trust Money 
Market Fund is part of the Smith Barney Cash Portfolio?

	A.	You will receive special notification shortly after the Fund 
has been merged.

16.	Q.	Where do I mail my proxy card?

	A.	You may use the enclosed postage-paid envelope or mail your 
proxy card to:
			Proxy Tabulator
			Address (need address)

17.	Q.	What if I have other questions?

	A.	We will be happy to answer your questions about this proxy 
solicitation.  Please call PFS Shareholder Services at 1-800-
544-5445.  Our Representatives are available Monday through 
Friday from 9:00 a.m. to 6:00 p.m., Eastern Time, to assist 
you.

Thank you for your investment in the Common Sense Trust Fund.



COMMON SENSE TRUST - COMMON SENSE MONEY MARKET FUND
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
__________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on December 18, 1997
__________________

	Notice is hereby given that a Special Meeting of Shareholders (the 
"Meeting") of Common Sense Trust - Common Sense Money Market Fund 
("Common Sense Money Market Fund") will be held at One Parkview Plaza, 
Oakbrook Terrace, Illinois, 60181, on December 18, 1997, commencing at [     
]a.m., for the following purposes:  
1. 	To consider and act upon the Agreement and Plan of 
Reorganization (the "Plan") dated as of October 14, 1997, 
providing for (i) the acquisition of all or substantially all of 
the assets of Common Sense Money Market Fund by Smith Barney 
Money Funds, Inc. on behalf of its Cash Portfolio ("Cash 
Portfolio") in exchange for Class A shares of Cash Portfolio and 
the assumption by Cash Portfolio of all stated liabilities of 
Common Sense Money Market Fund; (ii) the distribution of such 
shares of the Cash Portfolio to shareholders of Common Sense 
Money Market Fund in liquidation of Common Sense Money Market 
Fund; and (iii) the subsequent termination of Common Sense Money 
Market Fund. 
2.	To transact such other business as may properly come before the 
Meeting or any adjournment or adjournments thereof.
	The Trustees of Common Sense Money Market Fund have fixed the close of 
business on November 12, 1997 as the record date for the determination of 
shareholders of Common Sense Money Market Fund entitled to notice of and 
to vote at the Meeting and any adjournment or adjournments thereof.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO 
NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE URGED TO SIGN AND RETURN 
WITHOUT DELAY THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH 
REQUIRES NO POSTAGE, SO THAT THEIR SHARES MAY BE REPRESENTED AT THE 
MEETING.   INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXY CARDS ARE SET 
FORTH ON THE FOLLOWING PAGE.
							By Order of the Board of Trustees
Ronald Nyberg
							Secretary
[          ], 1997

YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL  HELP TO AVOID THE 
EXPENSE OF FURTHER SOLICITATION.  


INSTRUCTIONS FOR SIGNING PROXY CARDS 

The following general rules for signing proxy cards may be of assistance 
to you and avoid the time and expense involved in validating your vote if 
you fail to sign your proxy card properly.
1.	Individual Accounts: Sign your name exactly as it appears in the 
registration on the proxy card.
2.	Joint Accounts: Either party may sign, but the name of the party 
signing should conform exactly to the name shown in the 
registration on the proxy card.
3.	All Other Accounts: The capacity of the individual signing the 
proxy card should be indicated unless it is reflected in the 
form of registration.  For example:

Registration 							Valid Signatures

Corporate Accounts

(1)  ABC Corp. 		ABC Corp.
(2)  ABC Corp. 		John Doe, Treasurer
(3)  ABC Corp. 
	c/o John Doe, Treasurer 		John Doe
(4)  ABC Corp. 
	Profit Sharing Plan 		John Doe, Trustee
Trust Accounts
(1)  ABC Trust 		Jane B. Doe, Trustee
(2)  Jane B. Doe, 
	Trustee u/t/d 12/28/78		Jane B. Doe
Custodial or Estate Accounts
(1)  John B. Smith, 
	Cust. f/b/o John B. Smith, Jr. UGMA		John B. Smith 
(2)  John B. Smith 		John B. Smith, Jr., 
Executor


PROSPECTUS/PROXY STATEMENT dated November [   ], 1997

CASH PORTFOLIO
a separate investment portfolio of
SMITH BARNEY MONEY FUNDS, INC.
388 Greenwich Street
New York, New York 10013
(800) 544-5445

COMMON SENSE MONEY MARKET FUND
a separate investment portfolio of
COMMON SENSE TRUST
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(800) 544-5445

This Prospectus/Proxy Statement is being furnished to shareholders 
of Common Sense Money Market Fund (the "Acquired Fund"), a separate 
series of Common Sense Trust (the "Trust") in connection with a proposed 
Agreement and Plan of Reorganization dated October 14, 1997 (the "Plan") 
to be submitted to shareholders of the Acquired Fund for consideration at 
a Special Meeting of Shareholders to be held on December 18, 1997 at [   
] a.m. at One Parkview Plaza, Oakbrook Terrace, Illinois, 60181 (the 
"Meeting") or any adjournment or adjournments thereof.
The Plan  provides for all or substantially all of the assets of 
the Acquired Fund to be acquired by the Cash Portfolio (the "Acquiring 
Fund"), a separate series of Smith Barney Money Funds, Inc. (the 
"Company") in exchange for Class A shares of the Acquiring Fund and the 
assumption by the Acquiring Fund of all stated liabilities of the 
Acquired Fund (the Acquiring Fund and the Acquired Fund are sometimes 
referred to hereinafter collectively as the "Funds" and individually as a 
"Fund").  Upon completion of the reorganization, Class A shares of the 
Acquiring Fund would be distributed to shareholders of the Acquired Fund 
in liquidation of the Acquired Fund.  As a result of the reorganization, 
each shareholder of the Acquired Fund would receive that number of shares 
of the Acquiring Fund having an aggregate value equal to the aggregate 
value of such shareholder's shares of the Acquired Fund.  All 
shareholders of the Acquired Fund would receive Class A shares of the 
Acquiring Fund. This transaction is structured to be tax-free for Federal 
income tax purposes to shareholders and to both the Acquiring and 
Acquired Funds.
The Acquiring Fund and the Acquired Fund are both money market 
funds and the investment objectives of both Funds are substantially 
similar.  The Acquiring Fund's investment objectives are maximum current 
income and preservation of capital.  The investment objective of the 
Acquired Fund is protection of capital and a high level of current 
income.  Certain differences in the investment policies of the Acquiring 
Fund and the Acquired Fund are described under "Comparison of Investment 
Objectives and Policies" in this Prospectus/Proxy Statement.  Van Kampen 
American Capital Asset Management, Inc. ("VKAC") manages the day-to-day 
operations of the Acquired Fund.  Smith Barney Mutual Funds Management 
Inc. ("SBMFM") manages the day-to-day operations of the Acquiring Fund.  
SBMFM is a subsidiary of Smith Barney Holdings Inc., which is a 
subsidiary of Travelers Group Inc.("Travelers"), a financial services 
holding company engaged, through its subsidiaries, principally in the 
business of life and property and casualty insurance services, investment 
services and consumer finance services.



The Acquired Fund is one of seven separate funds of the Trust (the 
"Common Sense Funds").  At a meeting held on September 11, 1997, the 
Board of Trustees of the Trust approved, subject to the approval of 
shareholders of the Common Sense Funds, new investment advisory 
agreements between the Trust and SBMFM, whereby SBMFM would become the 
investment manager of each of the Common Sense Funds.  A meeting of 
shareholders of the Trust has been scheduled to be held on December 18, 
1997, for the purpose of approving the new investment advisory agreements 
and it is anticipated that the new advisory agreements will become 
effective on or about December 31, 1997.  A more detailed discussion of 
the new investment advisory agreements and SBMFM can be found under 
"Reasons For the Reorganization" in this Prospectus/Proxy Statement.
This Prospectus/Proxy Statement, which should be retained for 
future reference, sets forth concisely the information about the 
Acquiring Fund that a prospective investor should know before investing.  
Certain relevant documents listed below, which have been filed with the 
Securities and Exchange Commission ("SEC"), are incorporated in whole or 
in part by reference.  A Statement of Additional Information dated 
November 16, 1997, relating to this Prospectus/Proxy Statement and the 
reorganization described herein, has been filed with the SEC and is 
incorporated by reference into this Prospectus/Proxy Statement.   A copy 
of such Statement of Additional Information is available upon request and 
without charge by writing to the Acquired Fund at the address listed on 
the cover page of this Prospectus/Proxy Statement, by contacting a 
Registered Representative of PFS Investments, Inc. ("PFS Investments"), 
or by calling (800) 544-5445.  The Prospectus of the Acquiring Fund dated 
April 30, 1997 is incorporated by reference in its entirety and a copy is 
included herein.
Also accompanying this Prospectus/Proxy Statement as Exhibit A is a 
copy of the Plan for the proposed transaction.
The shares of the Acquiring Fund are not insured or guaranteed by 
the U.S. Government.  There is no assurance that the Acquiring Fund will 
be able to maintain a stable net asset value of $1.00 per share.
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/PROXY 
STATEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.    


TABLE OF CONTENTS
	Page
Additional Materials		2
Fee Tables		3
Summary		6
Risk Factors		8
Reasons for the Reorganization		9
Information about the Reorganization		10
Information about the Acquiring Fund		14
Information about the Acquired Fund		17
Comparison of Investment Objectives and Policies		19
Information on Shareholders' Rights		23
Additional Information about the Trust, the Company and the Funds.		24
Other Business		24
Voting Information		25
Financial Statements and Experts		26
Validity of Shares		26
Exhibit A: Agreement and Plan of Reorganization		A-1

ADDITIONAL MATERIALS

The following additional materials, which have been incorporated by 
reference into the Statement of Additional Information dated November 16, 
1997 relating to this Prospectus/Proxy Statement, will be sent to all 
shareholders requesting a copy of such Statement of Additional 
Information.

1.	Statement of Additional Information of the Acquiring Fund dated 
April 30, 1997.

2.	Statement of Additional Information of the Acquired Fund dated 
March 10, 1997.

3.	Annual Report of the Acquiring Fund for the fiscal year ended 
December 31, 1996. 

4.	Annual Report of the Acquired Fund for the fiscal year ended 
October 31, 1996. 

5.	Semi-Annual Report of the Acquiring Fund for the six month 
period ended June 30, 1997.

6. 	Semi-Annual  Report of the Acquired Fund for the six month 
period ended April 30, 1997. 



FEE TABLES

	The following table shows the costs and expenses of the Class 1, Class 
A and Class B shares of the Acquired Fund and the Class A shares of the 
Acquiring Fund, and the pro forma costs and expenses expected to be 
incurred by the Acquiring Fund after giving effect to the reorganization, 
each based on the maximum sales charge or maximum contingent deferred 
sales charge ("CDSC") that may be incurred at the time of purchase or 
redemption and, unless otherwise indicated, on each Fund's operating 
expenses for its most recent fiscal year:
					
Class 1 		Class A 		Class B		Class A		Pro
Shares		Shares		Shares		Shares  		Forma*
Acquired	Acquired	Acquired	Acquiring	
Fund		Fund		Fund		Fund
Shareholder Transaction 
Expenses
	Maximum sales charge 
imposed on purchases 	None	None	None	None		None
		(as a percentage of 
		offering price)
	Maximum CDSC
		(as a percentage of  None	None		5.00%	None	None
		original cost or redemption 
		proceeds, whichever is lower)	
Annual Fund Operating Expenses
	(as a percentage of average 
	net assets)
	Management fees**	0.50%	0.50%		0.50%	0.40%	0.40%
		12b-1 fees	0.00	0.10		0.75***	0.10	0.10
		Other expenses**1.36	1.36		1.36	0.12	0.12

Total Fund Operating Expenses	1.86%	1.96%		2.61%	0.62%	0.62%
______________________

*  The pro forma financial figures are intended to provide shareholders 
information about the continuing impact of the reorganization as if 
the reorganization had taken place as of December 31, 1997.  Pro forma 
financial figures are based on estimated expenses for the fiscal year 
ending December 31, 1997.
** As of October 31, 1996, VKAC waived its management fees and reimbursed 
the Acquired Fund for certain expenses.  After taking effect of the 
waiver and reimbursements,  total fund operating expenses were 1.00%, 
1.09% and 1.75% for Class 1, Class A and Class B Shares, respectively.
***Upon conversion of Class B shares of the Acquired Fund to Class A 
shares, such shares will no longer be subject to a distribution fee, 
but will be subject to a service fee of 0.10%.



Examples

	The following examples are intended to assist an investor in 
understanding the various costs that an investor will bear directly or 
indirectly.  The examples assume payment of operating expenses at the 
levels set forth in the table above.

			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:

Acquired Fund Class 1	$19	$58	$101	$218
Acquired Fund Class A	20 	62	106	229
Acquired Fund Class B	76	111	154	294
Acquiring Fund Class A	6	20	35 	77
Pro Forma		6	20	35	77


	The examples also 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.  However, a fund's actual 
return will vary and may be greater or less than 5.00%.  These examples 
should not be considered representations of past or future expenses and 
actual expenses may be greater or less than those shown.


SUMMARY
This summary is qualified in its entirety by reference to the 
additional information contained elsewhere in this Prospectus/Proxy 
Statement, the Agreement and Plan of Reorganization, a copy of which is 
attached to this Prospectus/Proxy Statement as Exhibit A, the 
accompanying Prospectus of the Acquiring Fund dated April 30, 1997 and 
the Prospectus of the Acquired Fund dated March 10, 1997, as amended.
Proposed Reorganization.  The Plan provides for the transfer of all 
or substantially all of the assets of the Acquired Fund to the Acquiring 
Fund in exchange for Class A shares of the Acquiring Fund and the 
assumption by the Acquiring Fund of all stated liabilities of the 
Acquired Fund.  The Plan also calls for the distribution of Class A 
shares of the Acquiring Fund to the Acquired Fund's shareholders in 
liquidation of the Acquired Fund.  (The foregoing proposed transaction is 
referred to in this Prospectus/Proxy Statement as the "Reorganization.")  
As a result of the Reorganization, each shareholder of the Acquired Fund 
will become the owner of that number of full and fractional Class A 
shares of the Acquiring Fund having an aggregate value equal to the 
aggregate value of the shareholder's shares of the Acquired Fund as of 
the close of business on the date that the Acquired Fund's assets are 
exchanged for shares of the Acquiring Fund.  Shareholders of the Acquired 
Fund will receive Class A shares of the Acquiring Fund, whether they 
currently own Class 1, Class A or Class B shares of the Acquired Fund.
For the reasons set forth below under "Reasons for the 
Reorganization," the Board of Trustees of the Acquired Fund, including 
the "Independent Trustees" (the Board members who are not "interested 
persons" as that term is defined in the Investment Company Act of 1940, 
as amended (the "1940 Act")), has determined that the Reorganization 
would be in the best interests of the shareholders of the Acquired Fund 
and that the interests of the Acquired Fund's shareholders will not be 
diluted as a result of the transaction contemplated by the 
Reorganization, and the Board therefore has submitted the Plan for 
approval by the Acquired Fund's shareholders.  The Board of Directors of 
the Acquiring Fund has reached similar conclusions with respect to the 
Acquiring Fund and its shareholders, and has also approved the 
Reorganization with respect to the Acquiring Fund.  
Approval of the Reorganization will require the vote of a majority 
of the outstanding shares of the Acquired Fund at a meeting of 
shareholders at which a quorum is present, by the holders of shares 
present in person or by proxy and entitled to vote on such action.  The 
presence in person or by proxy of the holders of record of a majority of 
the shares of the capital stock of the Acquired Fund issued and 
outstanding and entitled to vote will constitute a quorum at the Meeting.  
For purposes of voting with respect to the Reorganization, the Class 1, 
Class A and Class B shares of the Acquired Fund will vote together as a 
single class.  See "Voting Information."  
		Additionally, the Reorganization is contingent upon the 
approval by shareholders of the Common Sense Funds of proposed new 
management agreements with SBMFM, which is discussed further under  It is 
anticipated that a meeting of shareholders of each of the Common Sense 
Funds will be held prior to of simultaneous with the Meeting to consider 
the approval of such agreements.  In the event that the proposed new 
management agreements are not approved by shareholders of the Common 
Sense Funds,  the Acquiring Fund may elect to postpone the consummation 
of the Reorganization until such time as satisfactory new management 
agreements are approved.  See "Reasons For the Reorganization" below for 
a discussion of the proposed new management agreements.
Tax Consequences. Prior to completion of the Reorganization, the 
Acquired Fund will have received an opinion of counsel that, upon the 
Reorganization and the transfer of the assets of the Acquired Fund, no 
gain or loss will be recognized by the Acquired Fund or its shareholders 
for federal income tax purposes.  The holding period and aggregate tax 
basis of the Acquiring Fund shares that are received by an Acquired Fund 
shareholder will be the same as the holding period and aggregate tax 
basis of the shares of the Acquired Fund previously held by such 
shareholder.  In addition, the holding period and tax basis of the assets 
of the Acquired Fund in the hands of the Acquiring Fund as a result of 
the Reorganization will be the same as in the hands of the Acquired Fund 
immediately prior to the Reorganization.   See "Information About the 
Reorganization- Federal Income Tax Consequences."
Investment Objectives and Policies. The Acquired Fund and the 
Acquiring Fund are both money market funds and have substantially similar 
investment objectives, policies and restrictions.  The Acquired Fund 
seeks protection of capital and a high level of current income for its 
shareholders.  The Acquiring Fund seeks maximum current income and 
preservation of capital.  For a discussion of the differences between the 
investment policies of the Acquiring Fund and the Acquired Fund, see 
"Comparison of Investment Objectives and Policies."  
		Fees and Expenses.		The Acquired Fund pays VKAC management fees 
calculated daily and payable monthly at the following annual rates:  
0.50% of the first $2 billion of the Fund's average daily net assets; 
0.475% of the next $2 billion of the Fund's average daily net assets; and 
0.45% of the Fund's average daily net assets over $4 billion.  The 
Acquiring Fund pays SBMFM a management fee payable daily at the following 
annual rates:  0.45% of the first $6 billion of the Fund's net assets; 
0.425% on the next $6 billion of the Fund's net assets; 0.40% of the next 
$6 billion of the Fund's net assets; and 0.35% of net assets in excess of 
$18 billion.
		Class A shares of both Funds and Class B shares of the Acquired 
Fund are sold subject to distribution plans adopted pursuant to Rule 12b-
1 under the 1940 Act.  Under the plans applicable to each Fund's Class A 
shares, PFS Distributors, Inc. ("PFS") is paid a service fee calculated 
at the annual rate of 0.10% of the value of each Fund's average daily net 
assets attributable to the Class A shares.  Class B shares of the 
Acquired Fund are sold subject to an annual distribution fee calculated 
at the annual rate of 0.75% of the Acquired Fund's assets attributable to 
Class B shares.
	 	Exchange Privileges.  Shareholders of the Acquired Fund currently 
are entitled to exchange their shares for shares of the same class of any 
of the Common Sense Funds.  Shareholders of the Acquiring Fund are 
entitled to exchange their shares for shares of the same class of certain 
funds of the Smith Barney Mutual Funds to the extent shares are offered 
for sale in the shareholder's state of residence. As part of the 
Reorganization, each shareholder of the Acquired Fund will become the 
owner of Class A shares of the Acquiring Fund and will be entitled to 
exchange such shares for Class A shares of other Smith Barney sponsored 
mutual funds distributed by PFS.  Any exchange will be a taxable event 
for which a shareholder may have to recognize a gain or loss under 
federal income tax provisions.
Dividends.  The policies of each Fund with regard to dividends and 
distributions are substantially similar.  Each Fund declares a dividend 
of substantially all of its net investment income daily and pays income 
dividends monthly.  In determining net investment income, both Funds 
include interest accrued and discount earned and all short-term realized 
gains and losses on portfolio securities, less premium amortized and 
expenses accrued.   Long-term capital gains, if any, are distributed 
annually.
Unless a shareholder of either Fund has elected to receive 
dividends and capital gains distributions in cash, dividends and capital 
gains distributions are reinvested automatically in additional shares of 
the respective Fund.  Acquired Fund shareholders who have elected to 
receive dividends and distributions in cash will continue to receive 
distributions in such manner from the Acquiring Fund. See "Dividends, 
Automatic Reinvestment and Taxes" in the accompanying Prospectus of the 
Acquiring Fund.  
Purchase and Redemption Procedures.   Purchases of shares of both 
Funds may be made through a Registered Representative of PFS Investments.  
Class 1 shares of the Acquired Fund are sold at net asset value without a 
sales charge or service fee and are available only to accounts of 
previously established shareholders of the Trust or members of a family 
unit comprising husband, wife and minor children, and Class 1 
shareholders of other Common Sense Funds exchanging their Class 1 shares 
for Class 1 shares of the Acquired Fund.  Class A shares of both Funds 
are sold at net asset value without a sales charge and are subject to an 
ongoing service fee at an annual rate of 0.10% of each Fund's average 
daily net assets.  Class B shares of the Acquired Fund are sold at net 
asset value, subject to an ongoing distribution fee at an annual rate of 
0.75% and are available only through exchanges by Class B shareholders of 
another Common Sense Fund.  Class B shares of the Acquired Fund remain 
subject to the CDSC imposed by the Common Sense Fund from which a 
shareholder exchanged, however, upon completion of the Reorganization, 
shareholders of Class B shares of the Acquired Fund will receive Class A 
shares of the Acquiring Fund which are not subject to a CDSC.
Shares of both Funds may be redeemed by submitting a written 
request in proper form to PFS Shareholder Services, Inc. ("PFS 
Shareholder Services"), the Acquired Fund's transfer agent and the 
Acquiring Fund's sub-transfer agent.  Shareholders of either Fund may 
redeem their shares by faxing their redemption request to PFS Shareholder 
Services, provided a signature guarantee or other documentary evidence is 
not required.
Shares of either Fund may be redeemed, at their respective net 
asset values per share next determined, without charge on any day such 
Fund calculates its net asset value.  Redemption requests received prior 
to the close of regular trading on the New York Stock Exchange ("NYSE") 
with respect to the Acquired Fund, or before 12 noon New York City time 
with respect to the Acquiring Fund, are priced at the net asset value per 
share determined on that day; otherwise, redemption requests are priced 
at the net asset value as next determined.  See "Redemption of Shares" in 
the accompanying Prospectus of the Acquiring Fund. 
Shareholders' Voting Rights. Both Funds are open-end investment 
companies.  The Acquired Fund is a separate series of the Trust, a 
Massachusetts business trust.  The Acquiring Fund is a separate series of 
the Company, a Maryland corporation.  As permitted by both Massachusetts 
and Maryland law,  neither the Trust nor the Company holds meetings of 
shareholders annually, and there is normally no meeting of shareholders 
for the purpose of electing Trustees/Directors unless and until such time 
as less than a majority of the Trustees/Directors holding office have 
been elected by shareholders.  Shareholders of the Acquired Fund may 
continue to redeem their shares at net asset value prior to the date of 
the Reorganization.   See "Information on Shareholder Rights."
RISK FACTORS
Due to the similarities of investment objectives and policies of 
the Acquiring Fund and the Acquired Fund, an investment in the Acquiring 
Fund does not involve investment risks that are materially different from 
those involved in an investment in the Acquired Fund.   For a full 
description of the risks involved in investing in the Acquiring Fund, 
refer to "Investment Objectives and Policies" in the accompanying 
Prospectus of the Acquiring Fund.  
REASONS FOR THE REORGANIZATION

The Board of Trustees of the Acquired Fund has determined that it 
is advantageous to combine the Acquired Fund with the Acquiring Fund.  In 
reaching this conclusion, the Board considered a number of factors as 
described below.

Among the factors considered by the Board of the Acquired Fund was 
the proposed transaction pursuant to which VKAC and certain of its 
affiliates entered into an agreement with SBMFM and certain of its 
affiliates which provided for the sale and assignment of the current 
Common Sense Funds' advisory agreements from VKAC to SBMFM.  As a result 
of such transaction, the Board of Trustees of the Trust has approved new 
investment management agreements with SBMFM on behalf of each of the 
Common Sense Funds (the "new advisory agreements") and has called a 
meeting of shareholders to approve the new advisory agreements.  Upon 
completion of the transaction and shareholder approval of the new 
advisory agreements, the Common Sense Funds will become integrated with 
certain funds of the Smith Barney mutual fund family and shareholders 
will be able to exchange their shares for shares of other Smith Barney 
mutual funds distributed through PFS.  The Board considered Smith Barney 
Inc.'s ("Smith Barney") recommendation that it was important and 
necessary to integrate the two fund groups and that the first step in 
achieving that result would be to merge the two money market funds.  It 
was noted to the Board that, in addition to the Acquired Fund, PFS 
currently offers the Acquiring Fund as a money market alternative to 
investors purchasing Class A shares.  Smith Barney indicated that, upon 
completion of the integration of the Common Sense Funds with the other 
Smith Barney funds offered through PFS and the resulting exchangeability 
among those funds, PFS would like to offer only one money market option 
to Class A shareholders.  Smith Barney indicated that , since the 
Acquiring Fund does not offer Class B shares, shareholders of Class B 
shares of a Common Sense Fund wishing to exchange into a money market 
fund after the Reorganization will be offered Class B shares of the Smith 
Barney Exchange Reserve Fund.  The Board was shown financial information 
which indicated that the total expense ratios for each of Class 1, Class 
A and Class B shares of the Acquired Fund was higher than the expense 
ratios currently in effect for Class A shares of the Acquiring Fund and 
higher than the pro forma expense ratio of Class A shares of the 
Acquiring Fund expected upon completion of the Reorganization.  The 
financial information indicated that, as of April 30, 1997, absent the 
fee waiver and expense reimbursement by VKAC, total expenses for Class 1, 
Class A and Class B shares of the Acquired Fund were 1.82%, 1.92% and 
2.60%, respectively, while total expenses of Class A shares of the 
Acquiring Fund as of June 30, 1997 were 0.63%.  The Board was shown that, 
even taking effect of the fee waiver and expense reimbursement, total 
expense ratios of 1.00%, 1.11% and 1.77% for Class 1, Class A and Class B 
shares, respectively, of the Acquired Fund were higher than the expense 
ratios of Class A shares of the Acquiring Fund.  The Board was also shown 
that the expected total expense ratios for Class A shares of the 
Acquiring Fund upon completion of the Reorganization will be 
approximately 0.63%.  

		The Board was also shown information indicating that the yield 
provided by the Acquiring Fund has been higher than the yield provided by 
the Acquired Fund.  As of August 31, 1997, the 12-month yield on Class A 
shares of the Acquiring Fund was 4.97%, while the 12-month yield on Class 
1, Class A and Class B shares of the Acquired Fund was 4.46%, 4.39% and 
3.70%, respectively.  As of September 30, 1997, the 7-day yield on Class 
A shares of the Acquiring Fund was 5.01%, while the 7-day yield on Class 
1, Class A and Class B shares of the Acquired Fund was 4.57%, 4.44% and 
3.82%, respectively.
		The Board also considered (i) the fact that as a result of the 
Reorganization, Class B shares of the Acquired Fund would no longer be 
subject to a CDSC or distribution fee, (ii) the advantages of eliminating 
duplication inherent in marketing two funds with similar investment 
objectives, and (iii) the expanded exchange privileges that would be 
available to shareholders as a result of the integration of the two fund 
groups.  In light of the foregoing, the Board of Trustees of the Acquired 
Fund, including the Independent Trustees, determined that it is in the 
best interests of the Acquired Fund and its shareholders to combine the 
Acquired Fund with the Acquiring Fund.  The Board also determined that a 
combination of the Acquired Fund and the Acquiring Fund would not result 
in a dilution of the interests of the Acquired Fund's shareholders.  

		In light of the foregoing, the Board of Trustees of the Acquired 
Fund, including the Independent Trustees, determined that it is in the 
best interests of the Acquired Fund and its shareholders to combine the 
Acquired Fund with the Acquiring Fund.  The Board also determined that a 
combination of the Acquired Fund and the Acquiring Fund would not result 
in a dilution of the interests of the Acquired Fund's shareholders.  
The Board of Directors of the Acquiring Fund also determined that 
it is advantageous to the Acquiring Fund to acquire the assets of the 
Acquired Fund.  Among other reasons, the Board considered that:  (1) the 
impact of the Reorganization on the current expenses of the Acquiring 
Fund will be minimal, and (2) the portfolio securities will be acquired 
without any cost to the Acquiring Fund.  Accordingly, the Board of the 
Acquiring Fund, including a majority of the Independent Directors, 
determined that the Reorganization is in the best interests of the 
Acquiring Fund's shareholders and that the interests of the Acquiring 
Fund's shareholders will not be diluted as a result of the 
Reorganization. 

INFORMATION ABOUT THE REORGANIZATION
Plan of Reorganization.  The following summary is qualified in its 
entirety by reference to the Plan (Exhibit A hereto).  The Plan provides 
that the Acquiring Fund will acquire all or substantially all of the 
assets of the Acquired Fund in exchange for shares of the Acquiring Fund 
and the assumption by the Acquiring Fund of all stated liabilities of the 
Acquired Fund on December 31, 1997 or such later date as may be agreed 
upon by the parties (the "Closing Date"). 
Prior to the Closing Date, the Acquired Fund will endeavor to 
discharge all of its known liabilities and obligations.  The Acquiring 
Fund will not assume any liabilities or obligations other than those 
reflected on an unaudited statement of assets and liabilities of the 
Acquired Fund prepared as of the close of regular trading on the NYSE, 
currently 4:00 p.m. New York City time, on the Closing Date.  The 
Acquiring Fund will deliver to the Acquired Fund for distribution to the 
Acquired Fund shareholders the number of Class A shares of the Acquiring 
Fund, including fractional Class A shares, determined by dividing the 
value of the Acquired Fund's net assets attributable to each class of its 
shares by the net asset value of one Class A share of the Acquiring Fund.  
The net asset value per share will be determined by dividing assets, less 
liabilities, by the total number of outstanding shares and will be 
computed as of 12:00 noon with respect to the Acquiring Fund and as of 
the close of regular trading on the NYSE with respect to the Acquired 
Fund, both on the Closing Date.  As a condition to the Closing the value 
of each class of shares of each Fund on the Closing Date will be $1.00 
per share; accordingly, shareholders of the Acquired Fund would receive 
one Acquiring Fund share for each Acquired Fund share held on the Closing 
Date.    
The Acquired Fund and the Acquiring Fund will utilize the 
procedures set forth in the Prospectus of the Acquiring Fund to determine 
the value of their respective portfolio securities and to determine the 
aggregate value of each Fund's portfolio.  The method of valuation 
employed will be consistent with the requirements set forth in the 
Prospectus of the Acquiring Fund, Rule 22c-1 under the 1940 Act and the 
interpretation of such rule by the SEC's Division of Investment 
Management.    
 At or prior to the Closing Date, the Acquired Fund will and the 
Acquiring Fund may declare a dividend or dividends on their respective 
shares which, together with all previous such dividends, will have the 
effect of distributing to their respective shareholders all taxable 
income for the period ending on or prior to the Closing Date.   In 
addition, the Acquired Fund's dividend will include any net capital gains 
realized in the period ending on or prior to the Closing Date (after 
reductions for any capital loss carryforward).  
As soon after the Closing Date as conveniently practicable, the 
Acquired Fund will liquidate and distribute pro rata to shareholders of 
record as of the close of business on the Closing Date the full and 
fractional shares of the Acquiring Fund received by the Acquired Fund.   
Shareholders of the Acquired Fund will receive Class A shares of the 
Acquiring Fund.  Such liquidation and distribution will be accomplished 
by the establishment of accounts in the names of the Acquired Fund's 
shareholders on the share records of the Acquiring Fund's transfer agent.   
Each account will represent the respective pro rata number of full and 
fractional shares of the Acquiring Fund due to each of the Acquired 
Fund's shareholders.  After such distribution and the winding up of its 
affairs, the Acquired Fund will be terminated as a series of the Trust. 
The consummation of the Reorganization is subject to the conditions 
set forth in the Plan.   Notwithstanding approval of the Acquired Fund's 
shareholders, the Plan may be terminated at any time at or prior to the 
Closing Date by (1) mutual agreement of the Company and the Trust or (2) 
by either party to the Plan upon a material breach by the other party of 
any representation, warranty or agreement contained therein.    
Approval of the Reorganization will require a vote of a majority of 
the outstanding shares of the Acquired Fund.  
Description of the Acquiring Fund 's Shares. Full and fractional 
shares of common stock of the Acquiring Fund will be issued to the 
Acquired Fund in accordance with the procedures detailed in the Plan and 
as described in the Acquiring Fund's Prospectus.   Generally, the 
Acquiring Fund does not issue share certificates to shareholders unless a 
specific request is submitted to the Acquiring Fund's transfer agent.   
See "Information on Shareholders' Rights" and the Prospectus of the 
Acquiring Fund for additional information with respect to the shares of 
the Acquiring Fund.    
Federal Income Tax Consequences

	The exchange of assets for shares of the Acquiring Fund is intended 
to qualify for Federal income tax purposes as a tax-free reorganization 
under Section 368(a) of the Internal Revenue Code of 1986, as amended 
(the "Code"). As a condition to the closing of the Reorganization, the 
Acquiring Fund and the Acquired Fund will receive an opinion from 
Sullivan & Worcester LLP, counsel to the Acquired Fund, substantially to 
the effect that, on the basis of the existing provisions of the Code, 
U.S. Treasury regulations issued thereunder, current administrative 
rules, pronouncements and court decisions, for Federal income tax 
purposes, upon consummation of the Reorganization:

				(1) the transfer of all or substantially all of the 
Acquired Fund's assets in exchange for the Acquiring 
Fund's shares and the assumption by the Acquiring 
Fund of certain scheduled liabilities of the Acquired 
Fund will constitute a "reorganization" within the 
meaning of Section 368(a)(1)(C) of the Code, and the 
Acquiring Fund and the Acquired Fund are each a 
"party to a reorganization" within the meaning of 
Section 368(b) of the Code; 

				(2) no gain or loss will be recognized by the 
Acquiring Fund upon the receipt of the assets of the 
Acquired Fund in exchange for the Acquiring Fund's 
shares, and the assumption by the Acquiring Fund of 
certain scheduled liabilities in the Acquired Fund;

				(3) no gain or loss will be recognized by the 
Acquired Fund upon the transfer of the Acquired 
Fund's assets to the Acquiring Fund in exchange for 
the Acquiring Fund shares and the assumption by the 
Acquiring Fund of certain scheduled liabilities of 
the Acquired Fund or upon the distribution (whether 
actual or constructive) of the Acquiring Fund shares 
to the Acquired Fund's shareholders;

				(4) no gain or loss will be recognized by 
shareholders of the Acquired Fund upon the exchange 
of their Acquired Fund shares for the Acquiring Fund 
shares and the assumption by the Acquiring Fund of 
certain scheduled liabilities of the Acquired Fund;

				(5) the aggregate tax basis of the Acquiring Fund 
shares received by each Acquired Fund shareholder 
pursuant to the Reorganization will be the same as 
the aggregate tax basis of the Acquired Fund shares 
surrendered in exchange therefor and, (provided the 
Acquired Fund shares were held as capital assets on 
the date of the Reorganization), the holding period 
of the Acquiring Fund shares to be received by each 
Acquired Fund shareholder will include the period 
during which the shares of the Acquired Fund which 
are surrendered in exchange therefor were held by 
such shareholder;

				(6) the tax basis of the Acquired Fund's assets 
acquired by the Acquiring Fund will be the same as 
the tax basis of such assets to the Acquired Fund 
immediately prior to the Reorganization and the 
holding period of the assets of the Acquired Fund in 
the hands of the Acquiring Fund will include the 
period during which such assets were held by the 
Acquired Fund.

		Shareholders of the Acquired Fund should consult their tax advisors 
regarding the effect, if any, of the proposed Reorganization in light of 
their individual circumstances. Since the foregoing discussion only 
relates to the Federal income tax consequences of the Reorganization, 
shareholders of the Acquired Fund should also consult their tax advisors 
as to state and local tax consequences, if any, of the Reorganization.
Capitalization.  The following table shows the capitalization of 
the Acquiring Fund and the Acquired Fund, on an unaudited basis, as of 
October 10, 1997, and on a pro forma unaudited basis as of that date, 
giving effect to the proposed acquisition of assets at net asset value.




ACQUIRING FUND

Class A 
Shares 
(Unaudited)

ACQUIRED FUND

Class 1 
Shares 
(Unaudited)

Class A 
Shares 
(Unaudited)

Class B 
Shares
(Unaudited)

PRO FORMA FOR
REORGANIZATION

Class A 
Shares 
(Unaudited)


Net assets
(millions)
$30,415.2
$53.23
$7.11
$0.30
$30,475.84


Net asset 
value
 per share
1.00
1.00
1.00
1.00
1.00


Shares 
outstanding
30,416,143,
034
53,196,296
7,057,536
297,558
30,476,694,424


As of October 10, 1997, there were 53,196,295.779 outstanding Class 
1 shares, 7,057,536.180 outstanding Class A shares and 297,557.940 
outstanding Class B shares of the Acquired Fund and 30,416,143,034.049 
outstanding Class A shares of the Acquiring Fund.  As of the Record Date, 
the officers and Trustees of the Trust beneficially owned as a group less 
than 1% of the outstanding shares of the Acquired Fund.  Except as set 
forth below, to the best knowledge of the Board of Trustees of the 
Acquired Fund, as of October 10, 1997, no shareholder or "group" (as that 
term is used in Section 13(d) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act")) owned beneficially or of record 5% or more 
of a Class of shares of the Acquired Fund.  As of October 10, 1997, the 
officers and Directors of the Company beneficially owned as a group less 
than 1% of the outstanding Class A shares of the Acquiring Fund.  To the 
best knowledge of the Board of Directors of the Acquiring Fund, as of 
October 10, 1997, no shareholder or group (as that term is used in 
Section 13(d) of the Exchange Act) owned beneficially or of record more 
than 5% of the Acquiring Fund.



Name and Address
Percentage of Class 
Owned of Record or 
Beneficially as
of the Record Date

Upon 
Consummation of 
the 
Reorganization


Acquired Fund Class 1

PFS Investments Inc.
  Retirement Plan Custodian
17.2%


0.00%


Acquired Fund Class B

Steven K. Broido
Pamela E. Broido
60 Old Dennett Road
Kittery, ME 03904-1017
6.4%

0.00%


Katherine Phomphakdy
Peth Phomphakdy
919 Magenta Street
San Diego, CA 92113-3540
5.4%

0.00%


Kathleen M. Preece
7818 N. 16th Lane
Phoenix, AZ 85021-7006
5.1%

0.00%


Larry R. Grieb
Pamela S. Grieb
206 Deer Run Drive
Sellersburg, IN 47172-9747
5.0%

0.00%



COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES  

	The following discussion comparing investment objectives, policies and 
restrictions of the Acquiring Fund and the Acquired Fund is based upon 
and qualified in its entirety by the respective discussions in the 
Prospectuses of the Acquiring Fund and the Acquired Fund.  For a full 
discussion of the investment objectives, policies and restrictions of the 
Acquiring Fund, refer to the Prospectus of the Acquiring Fund, which 
accompanies this Prospectus/Proxy Statement, under the caption 
"Investment Objectives and Policies," and for a discussion of these 
issues as they apply to the Acquired Fund, refer to the Prospectus of the 
Acquired Fund under the captions "Goals and Investment Policies" and 
"Investment Practices and Risks."  
Investment Objectives.  The Acquired Fund and the Acquiring Fund 
are both money market funds and have substantially similar investment 
objectives.  The Acquired Fund seeks protection of capital and a high 
level of current income.  The Acquiring Fund seeks maximum current income 
and preservation of capital.  There can be no assurance that either Fund 
will be able to achieve its investment objectives.  Both the Acquiring 
Fund and the Acquired Fund's investment objectives are considered 
fundamental policies which cannot be changed without the affirmative vote 
of a majority of the outstanding voting securities, as defined in the 
1940 Act, of the respective Fund, which is the lesser of: (i) 67% of the 
voting securities of the Fund present at a meeting of shareholders, if 
the holders of more than 50% of the outstanding voting securities of such 
Fund are present or represented by proxy; or (ii) more than 50% of the 
outstanding voting securities of such Fund.
Primary Investments.  The Acquiring Fund seeks to achieve its 
objectives by investing in U.S. Government obligations and related 
repurchase agreements, bank obligations and high quality commercial 
paper, corporate obligations and municipal obligations (as such 
instruments are described below). The Acquiring Fund's investments are 
limited to United States dollar-denominated instruments that have 
received the highest rating from (a) any two nationally recognized 
statistical rating organizations ("NRSRO") 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 a rating at the time that the 
Fund acquires a security.
The Acquired Fund attempts to achieve its investment objective by 
investing in money market securities, including securities of the U.S. 
Government, its agencies and instrumentalities, bank obligations, 
commercial paper and repurchase agreements secured by obligations of the 
U.S. Government, its agencies and instrumentalities.  The Acquired Fund 
will only invest in United States dollar-denominated securities which are 
rated in one of the two highest rating categories for debt obligations by 
at least two NRSROs (or one NRSRO if the intrument was rated by only one 
such organization) or, if unrated, are of comparable quality as 
determined in accordance with procedures established by the trustees.
Both Funds have adopted certain investment policies to assure that, 
to the extent reasonably possible, the 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.  In order to minimize fluctuations in 
market price, neither Fund will 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.  
The following is a description of the types of money market 
instruments in which the Funds may invest:  
U.S. Government Obligations  Both Funds may invest in U. S. 
Government Obligations.  The Acquiring Fund may invest in 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 Bank for Cooperatives ("GNMA"), Federal Land Banks, Federal 
Intermediate Credit Banks and the Federal National Mortgage Association 
("FNMA")).  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. Similarly, the Acquired Fund 
invests in obligations issued or guaranteed as to principal and interest 
by the U.S. Government, its agencies and instrumentalities which are 
supported by any of the following: (a) the full faith and credit of the 
U.S. Government, (b) the right of the issuer to borrow an amount limited 
to a specific line of credit from the U.S. Government, (c) discretionary 
authority of the U.S. Government agency or instrumentality, or (d) the 
credit of the instrumentality.  Such agencies or instrumentalities 
include, but are not limited to, FNMA, GNMA, Federal Land Banks and the 
Farmer's Home Administration.
Repurchase Agreements.   Both Funds may enter into repurchase 
agreement transactions (which are typically the acquisition of an 
underlying security for a relatively short period of time (usually not 
more than one week) subject to an obligation of the seller to repurchase, 
and the Fund to resell, the security at an agreed upon price and future 
date (normally the next business day)) with a broker/dealer or domestic 
bank or, in the case of the Acquiring Fund, other financial institutions, 
including the Fund's custodian.  The Acquiring Fund, as a matter of 
fundamental policy, may not enter into a repurchase agreement if, as a 
result thereof, more than 10% of its total assets at that time would be 
invested in repurchase agreements maturing in more than seven days.  The 
Acquired Fund has a similar fundamental restriction limiting investment 
in repurchase agreements maturing in more than seven days (unless subject 
to a demand feature) if any such investment, together with any illiquid 
securities (including securities which are subject to legal or 
contractual restrictions on resale) held by the Fund, exceeds 10% of the 
market or other fair value of the Fund's total net assets.
Commercial Paper. Both Funds may invest in commercial paper.  
Because the Funds are money market funds, the Board of each Fund must 
determine that there is limited credit risk in order for the Fund to 
invest in commercial paper.  The Acquiring Fund may invest in promissory 
notes that have received the highest rating from the requisite NRSRO for 
short-term debt securities or comparable unrated securities and in the 
commercial paper of foreign issuers.  The Acquired Fund may invest in 
short-term obligations of companies which at the time of investment are 
(a) rated in the two highest categories by Standard & Poor's Corporation 
("S&P") (A-1 and A-2) or by Moody's Investors Service, Inc. ("Moody's) 
(Prime-1 and Prime-2), or (b) if not rated, are in the opinion of VKAC, 
of comparable quality.  The Acquired Fund's current policy is to limit 
investments in commercial paper to obligations rated A-1 or Prime-1.
Corporate Obligations. The Acquiring Fund may invest in obligations 
of corporations (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 Acquiring Fund may invest only in corporate 
obligations with remaining maturities of 13 months or less.  The Acquired 
Fund does not invest in corporate obligations.
Bank Obligations.   Both Funds may invest in bank obligations. The 
Acquiring Fund may invest in obligations (including certificates of 
deposit ("CDs"), bankers' acceptances and fixed time deposits ("TDs")) 
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 $l billion (as reported in its most 
recently published financial statements prior to the date of investment). 
The Acquiring Fund intends to maintain at least 25% of its total assets 
in obligations of domestic and foreign banks, subject to the foregoing 
criteria.  The Acquiring Fund will not purchase a fixed TD with an 
ultimate maturity of more than six months and intends to limit its 
investment in fixed TDs maturing from two business days to seven calendar 
days to 10% of its total assets.  The Acquired Fund may invest in TDs, 
CDs and bankers' acceptances of domestic banks having total assets in 
excess of $1 billion as of the date of their most recently published 
financial statements.  The Acquired Fund is also authorized to invest up 
to 5% of its total assets in CDs issued by domestic banks having total 
assets of less than $1 billion, provided that the principal amount of the 
CD acquired by the Fund is insured in full by the FDIC.
		Loans of Portfolio Securities.  The Acquired Fund may lend 
portfolio securities to unaffiliated brokers, dealers and financial 
institutions provided that (a) immediately after any such loan, the value 
of the securities loaned does not exceed 10% of the total value of the 
Fund's assets and (b) any securities loan is collateralized in accordance 
with applicable regulatory requirements.  The Acquiring Fund may not loan 
its portfolio securities.
		Restricted and Illiquid Securities.  The Acquired Fund may invest 
up to 5% of its net assets in restricted securities and other illiquid 
assets.  Restricted securities are those that have been sold in the U.S 
without registration under the Securities Act of 1933, as amended (the 
"1933 Act").  Excluded from this restriction, however, are any restricted 
securities which are eligible for resale pursuant to Rule 144A of the 
1933 Act and which have been determined to be liquid by the Trustees or 
by VKAC pursuant to guidelines established by the Board of Trustees.  The 
Acquiring Fund may invest up to 10% of its total assets in illiquid 
securities or other securities that are not readily marketable.
High Quality Municipal Obligations.   The Acquiring Fund may invest 
in 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-l or Aa or better by Moody's or, 
if not rated, determined by SBMFM 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 the Acquiring Fund's yield.  The Acquiring Fund 
will not invest more than 10% of its total assets in municipal 
obligations.  The Acquired Fund does not invest in municipal obligations.
Notwithstanding the permitted investments described above, the 
Acquired Fund and the Acquiring Fund are money market funds and, as such, 
are subject to the requirements of Rule 2a-7 under the 1940 Act ("Rule 
2a-7").  Under Rule 2a-7, money market funds (other than tax-exempt money 
market funds which have separate guidelines) are also required to meet 
certain diversification tests.  Investments in the securities of any one 
issuer (other than U.S. Government securities) generally may not exceed 
5% of such fund's total assets.
Investment Restrictions. The Funds have adopted the following 
investment restrictions for the protection of shareholders.  These 
restrictions may not be changed without the approval of the holders of "a 
majority of the outstanding voting securities," as defined in the 1940 
Act, of the respective Fund. 
		The Acquired Fund may not:
1.	Lend money except by the purchase of bonds or other debt 
obligations of types commonly offered publicly or privately and 
purchased by financial institutions, including investments in 
repurchase agreements.  The Acquired Fund will not invest in 
repurchase agreements maturing in more than seven days (unless 
subject to a demand feature) if any such investment, together with 
any illiquid securities (including securities which are subject to 
legal or contractual restrictions on resale) held by the Fund, 
exceeds 10% of the market or other fair value of its total net 
assets.
2.	Underwrite securities of other companies, except insofar 
as the Acquired Fund might be deemed to be an underwriter for 
purposes of the Securities Act of 1933 in the resale of any 
securities owned by the Fund.
3.	Lend its portfolio securities in excess of 10% of its 
total assets, taken at market value, provided that any loans shall 
be in accordance with the guidelines established for such loans by 
the trustees, including the maintenance of collateral from the 
borrower equal at all times to the current market value of the 
securities loaned.
4.	With respect to 75% of its assets, invest more than 5% of 
its assets in the securities of any one issuer (except obligation 
of the U.S. Government, its agencies or instrumentalities and 
repurchase agreements secured thereby) or purchase more than 10% of 
the outstanding voting securities of any one issuer. In compliance 
with Rule 2a-7, the Acquired Fund will not purchase securities, 
other than obligations of the U.S. Government or its agencies and 
instrumentalities, if, immediately after such purchase, more than 
5% of the value of the Fund's total assets would be invested in 
securities of any one issuer.
5.	Invest more than 25% of the value of its total assets in 
securities of issuers in any particular industry.  (This does not 
restrict the Fund from investing in obligations of the U.S. 
Government and repurchase agreements secured thereby).
6.	Borrow in excess of 10% of the market or other fair value 
of its total assets, or pledge its assets to an extent greater than 
5% of the market or other fair value of its total assets, provided 
that so long as any borrowing exceeds 5% of the value of the Fund's 
total assets, the Fund shall not purchase portfolio securities  Any 
such borrowings shall be from banks and shall be undertaken only as 
a temporary measure for extraordinary or emergency purposes.  
7.	Make investment in real estate, commodities or commodities 
contracts, or warrants.
8.	Purchase securities on margin, except that the Fund may 
obtain such short-term credits as may be necessary for the 
clearance of purchases and sales of securities.  
9.	Invest in securities of any company if any officer or 
trustee of the Trust or of VKAC owns more than 1/2 of 1% of the 
outstanding securities of such company, and such officers and 
trustees own more than 5% of the outstanding securities of such 
issuer.
10.	Invest in oil or other mineral leases, rights or 
royalty contracts or exploration or development programs.
11.	Invest in companies for the purpose of acquiring 
control or management thereof.
12.	Invest in the securities of other open-end investment 
companies, or invest in the securities of closed-end investment 
companies except through purchase in the open market in a 
transaction involving no commission or profit to a sponsor of 
dealer (other than the customary brokers commission) or as part of 
a merger, consolidation or other acquisition.
13.	Purchase a restricted security or a security for which 
market quotations are not readily available if as a result of such 
purchase more than 5% of the Fund's assets would be invested in 
such securities.  Illiquid securities include securities subject to 
legal or contractual restrictions on resale, which include 
repurchase agreements which have a maturity of longer than seven 
days.  This policy does not apply to restricted securities eligible 
for resale pursuant to Rule 144A under the 1933 Act which the 
trustees or VKAC under Board approved guidelines, may determine are 
liquid nor does it apply to other securities for which, 
notwithstanding legal or contractual restrictions on resale, a 
liquid market exists.
14.	Invest more than 5% of its assets in companies having a 
record together with predecessors, of less than three years' 
continuous operation.
15.	Engage in option writing for speculative purposes or 
purchase call or put options on securities if, as a result, more 
than 5% of the net assets of the Fund would be invested in premiums 
on such options.
16.	Purchase any security issued by any company deriving 
more than 25% of its gross revenues from the manufacture of alcohol 
or tobacco.
The Acquiring Fund may not:
		1.	Borrow money except from banks for temporary purposes 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 Acquiring Fund 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.  
Whenever borrowings exceed 5% of the value of the Fund's total 
assets, the Fund will not make any additional investments.  This 
restriction shall not be deemed to prohibit the Fund from obtaining 
letters of credit solely for purposes of participating in a captive 
insurance company sponsored by the Investment Company Institute to 
provide fidelity and directors and officers liability insurance.
		2.	With respect to 75% of the Acquiring Fund's assets, invest 
more than 5% of its assets in the securities of any one issuer, 
except securities issued or guaranteed as to principal and interest 
by the U.S. Government, its agencies or instrumentalities or U.S. 
bank obligations.  In compliance with Rule 2a-7, the Acquiring Fund 
will not purchase securities, other than obligations of the U.S. 
Government or its agencies and instrumentalities, if, immediately 
after such purchase, more than 5% of the value of the Fund's total 
assets would be invested in securities of any one issuer.  The 
Acquiring Fund's fundamental policy would give the Fund the ability 
to invest, with respect to 25% of the Fund's assets, more than 5% 
of its assets in any one issuer only in the event that Rule 2a-7 is 
amended in the future.
3.	Invest less than 25% if its assets in bank obligations 
(including both domestic and foreign bank obligations) and the 
Acquiring Fund reserves the freedom of action to concentrate in 
securities issued or guaranteed as to principal and interest by the 
U.S. Government, its agencies of instrumentalities.
4.	Sell securities short.
5.	Write or purchase put or call options.
6.	Purchase illiquid securities (such as repurchase 
agreements with maturities in excess of seven days) or other 
securities that are not readily marketable if more than 10% of the 
total assets of the Fund would be invested in such securities.
7.	Purchase or sell real estate, real estate investment trust 
securities, commodities, or oil and gas interests.
8.	Make loans to others, (except through the purchase of debt 
obligations referred to under "Investment Objectives and Policies" 
in the Acquiring Fund's Prospectus, except that the Fund may 
purchase and simultaneously resell for later delivery, obligations 
issued or guaranteed as to principal and interest by the U.S. 
Government or its agencies or instrumentalities; provided, however, 
that the Fund will not enter into such a repurchase agreement if, 
as a result thereof, more than 10% of the Fund's total assets 
(taken at current value) at that time would be subject to 
repurchase agreements maturing in more than seven days.
9.	Invest in companies for the purpose of exercising control.
10.	The Acquiring Fund may not invest in securities of 
other investment companies, except as they may be acquired as part 
of a merger, consolidation or acquisition of assets.
INFORMATION ON SHAREHOLDERS' RIGHTS
General.  The Acquired Fund is a series of the Trust, which is 
organized under the laws of Massachusetts and is a business entity 
commonly referred to as a business trust.  The Trust is governed by its 
Agreement and Declaration of Trust and its By-laws.  The Acquiring Fund 
is a series of the Company, a Maryland corporation governed by its 
Articles of Incorporation and By-laws. 
Voting Rights.  Neither the Trust nor the Company holds meetings of 
shareholders annually, and there normally is no meeting of shareholders 
for the purpose of electing trustees/directors unless and until such time 
as less than a majority of the trustees/directors holding office have 
been elected by shareholders.  A meeting of shareholders of the Company, 
for any purpose, must be called upon the written request of shareholders 
holding at least 25% of the Company's outstanding shares.  A meeting of 
shareholders of the Acquired Fund must be called for the purpose of 
voting upon the removal of any trustee, upon the written request of 
shareholders holding at least 10% of the Trust's outstanding shares.  On 
each matter submitted to a vote of the shareholders of either the Trust 
or the Company, each shareholder is entitled to one vote for each whole 
share owned and a proportionate, fractional vote for each fractional 
share outstanding in the shareholder's name on the respective Fund's 
books.  On any matter which affects only the interests of a Fund, only 
the holders of shares of such Fund are entitled to vote.  Similarly, 
holders of shares of a Fund will not be entitled to vote on matters not 
affecting their interests (for example, those affecting only the interest 
of other series of the Trust or the Company).  
Trustees/Directors.  The Trust's Agreement and Declaration of Trust 
provides that the term of office of any trustee shall continue until the 
termination of the Trust or the earlier of his or her death, resignation, 
retirement, bankruptcy, adjudicated incompetency or other incapacity or 
removal, or if not so terminated, until the election of such trustee's 
successor in office has become effective.  The By-laws of the Company 
provide that each director of the Company shall hold office until a 
successor is elected and qualified.  Vacancies in the Board of either the 
Trust or the Company may be filled by the respective Board.  Trustees of 
the Trust may be removed with or without cause at any time (1) by written 
instrument signed by at least two-thirds of the number of trustees prior 
to such removal, or (2) by vote of shareholders holding not less than 
two-thirds of the shares of each series of the Trust then outstanding, 
cast in person or by proxy at any meeting called for the purpose or (3) 
by a written declaration signed by shareholders of the Trust holding not 
less than two-thirds of the shares of each series of the Trust then 
outstanding and filed with the Trust's custodian.
Liquidation.   In the event of a liquidation of the Acquired Fund 
or Acquiring Fund, shareholders of such liquidating Fund are entitled to 
receive, when and as declared by the Board, the excess of the assets 
belonging to such liquidating Fund over the liabilities belonging to such 
liquidating Fund.  In such a case, the assets so distributed to 
shareholders will be distributed among the shareholders in proportion to 
the number of shares held by them and recorded in the books of the Fund.
Shareholder Liability.  Under Maryland law, the Company's 
shareholders do not have personal liability for the Company's corporate 
acts and obligations.  Shares of the Acquiring Fund issued to the 
shareholders of the Acquired Fund in the Reorganization will be fully 
paid and nonassessable when issued with no personal liability attaching 
to the ownership thereof and transferable without restrictions and will 
have no preemptive or conversion rights.  Under Massachusetts law, 
shareholders of the Acquired Fund may, under certain circumstances, be 
held personally liable for the obligations of the Acquired Fund.  The 
Trust's Agreement and Declaration of Trust disclaims shareholder 
liability for acts or obligations of the Acquired Fund.  The Agreement 
and Declaration of Trust further provides indemnification out of the 
property of the Trust against all loss and expense of any shareholder 
held personally liable for the obligations of the Trust, solely by reason 
of such person being a shareholder of the Trust and not because of such 
shareholder's acts or omissions or for some other reason.
Liability of Trustees/Directors.   The Agreement and Declaration of 
Trust of the Trust and the Articles of Incorporation of the Company each 
provide that the Trust or the Company, as the case may be, will indemnify 
its trustees/directors and officers against liabilities and expenses 
incurred in connection with litigation in which they may be involved 
because of their positions with the Trust or Company.  The Agreement and 
Declaration of Trust provides that such indemnification is not available 
where it has been determined that the trustee or officer (i) did not act 
in good faith in the reasonable belief that such person's action was in 
or not opposed to the best interests of the Trust or (ii) had acted with 
willful misfeasance, bad faith, gross negligence or reckless disregard of 
the duties involved in the conduct of his or her office.  Nothing in the 
Articles of Incorporation or the By-laws of the Company protects or 
indemnifies a Director or officer of the Company against any liability to 
which such person would otherwise be subject by reason of willful 
misfeasance, bad faith, gross negligence or reckless disregard of the 
duties involved in the conduct of such person's office.
Rights of Inspection.  Maryland law permits any shareholder of the 
Acquiring Fund or any agent of such shareholder to inspect and copy 
during the Fund's usual business hours the Company's By-laws, minutes of 
shareholder proceedings, annual statements of the Company's affairs and 
voting trust agreements on file at its principal office.  Shareholders of 
the Acquired Fund have the same inspection rights as are permitted 
shareholders of a Massachusetts corporation under Massachusetts corporate 
law.  Currently, each shareholder of a Massachusetts corporation is 
permitted to inspect the records, accounts and books of a corporation for 
any legitimate business purpose.
The foregoing is only a summary of certain characteristics of the 
operations of the Trust and the Company.  The foregoing is not a complete 
description of the documents cited.   Shareholders should refer to the 
provisions of the corporate documents and state laws governing each Fund 
for a more thorough description.

ADDITIONAL INFORMATION ABOUT
THE ACQUIRED FUND AND THE ACQUIRING FUND
The Acquired Fund.  Information about the Acquired Fund is included 
in its current Prospectus and Statement of Additional Information, each 
dated March 10, 1997, as may be amended, that have been filed with the 
Securities and Exchange Commission (the "SEC"), both of which are 
incorporated herein by reference.  A copy of the Prospectus and the 
Statement of Additional Information is available upon request and without 
charge by writing the Acquired Fund at the address listed on the cover 
page of this Prospectus/Proxy Statement or by calling toll-free 1-800 
544-5445.
The Acquiring Fund.  Information about the Acquiring Fund is 
incorporated herein by reference from its current Prospectus and 
Statement of Additional Information, each dated April 30, 1997, as may be 
amended.  A copy of such Statement of Additional Information has been 
filed with the SEC and is available upon request and without charge by 
writing the Acquiring Fund at the address listed on the cover page of 
this Prospectus/Proxy Statement or by calling toll-free 1-800 544-5445.
Both the Acquiring Fund and the Acquired Fund are subject to the 
informational requirements of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") and in accordance therewith file reports and 
other information including proxy material, reports and charter documents 
with the SEC.  These materials can be inspected and copies obtained at 
the Public Reference Facilities maintained by the SEC at 450 Fifth 
Street, N.W., Washington, D.C.  20549.  Copies of such material can also 
be obtained from the Public Reference Branch, Office of Consumer Affairs 
and Information Services, SEC, Washington, D.C. 20549 at prescribed rates 
or on the world wide web at www.sec.gov.

OTHER BUSINESS
The Board of Trustees of the Acquired Fund does not intend to 
present any other business at the Meeting.  If, however, any other 
matters are properly brought before the Meeting, the persons named in the 
accompanying form of proxy will vote thereon in accordance with their 
judgment.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection with a 
solicitation of proxies by the Board of Trustees of the Acquired Fund to 
be used at the Special Meeting of Shareholders to be held at   [  ] a.m. 
on December 18, 1997, at One Parkview Plaza, Oakbrook Terrace, Illinois, 
60181, and at any adjournment thereof.  This Prospectus/Proxy Statement, 
along with a Notice of the Meeting and a proxy card, is first being 
mailed to shareholders of the Acquired Fund on or about November [  ], 
1997.  Only shareholders of record as of the close of business on 
November 12, 1997 will be entitled to notice of, and to vote at, the 
Meeting or any adjournment thereof.  For purposes of determining a quorum 
for transacting business at the Meeting, abstentions and broker "non-
votes" (that is, proxies from brokers or nominees indicating that such 
persons have not received instructions from the beneficial owner or other 
persons entitled to vote shares on a particular matter with respect to 
which the brokers or nominees do not have discretionary power) will be 
treated as shares that are present but which have not been voted.  For 
this reason, abstentions and broker non-votes will have the effect of 
"no" votes for purposes of obtaining the requisite approval of the Plan.  
If the enclosed form of proxy is properly executed and returned in time 
to be voted at the Meeting, the proxies named therein will vote the 
shares represented by the proxy in accordance with the instructions 
marked thereon.  Unmarked proxies will be voted FOR the proposed 
Reorganization and FOR any other matters deemed appropriate.  A 
shareholder who has executed a proxy may revoke it at any time before 
they are voted by filing with the Trust a written notice of revocation, 
by delivering a duly executed proxy bearing a later date or by attending 
the Meeting and voting in person.  Unless revoked, all valid proxies will 
be voted in accordance with the specifications thereon or, in the absence 
of such specifications, for approval of the Plan and the Reorganization 
contemplated thereby.
Approval of the Plan will require the vote of a majority of the 
outstanding shares of the Acquired Fund.  Shareholders of the Acquired 
Fund are entitled to one vote for each share.  Fractional shares are 
entitled to proportional voting rights.
Smith Barney will use the services of First Data Investor Services, 
Inc. ("First Data") to solicit proxies.  Proxy solicitations will be made 
primarily by mail, but proxy solicitations also may be made by telephone, 
telegraph or personal interviews conducted by officers and employees of 
First Data, Smith Barney and/or PFS Shareholder Services, Inc.  The 
aggregate cost of solicitation of the shareholders of the Acquired Fund 
is expected to be approximately $47,000.  Expenses of the Reorganization, 
including the costs of the proxy solicitation and the preparation of 
enclosures to the Prospectus/Proxy Statement, reimbursement of expenses 
of forwarding solicitation material to beneficial owners of shares of the 
Acquired Fund and expenses incurred in connection with the preparation of 
this Prospectus/Proxy Statement will be borne by Smith Barney.
In the event that sufficient votes to approve the Reorganization 
are not received by the date of the Meeting, the persons named as proxies 
may propose one or more adjournments of the Meeting to permit further 
solicitation of proxies.  In determining whether to adjourn the Meeting, 
the following factors may be considered: the percentage of votes actually 
cast, the percentage of negative votes actually cast, the nature of any 
further solicitation and the information to be provided to shareholders 
with respect to the reasons for the solicitation.  Any such adjournment 
will require an affirmative vote by the holders of a majority of the 
shares present in person or by proxy and entitled to vote at the Meeting.  
The persons named as proxies will vote upon a decision to adjourn the 
Meeting.
The votes of the shareholders of the Acquiring Fund are not being 
solicited by this, or any  Prospectus/Proxy Statement.  

FINANCIAL STATEMENTS AND EXPERTS
Ernst & Young LLP has rendered an opinion on the statements of 
assets and liabilities, including the schedules of investments, of the 
Acquired Fund as of October 31, 1996, and the related statements of 
operations for the year then ended, the statement of changes in net 
assets for each of the two years in the period then ended and the 
financial highlights for each of the years in the [nine]-year period then 
ended. These financial statements have been incorporated by reference 
herein and into the Statement of Additional Information relating to this 
Prospectus/Proxy Statement in reliance upon the report of Ernst & Young 
LLP, independent auditors, incorporated by reference herein, and upon the 
authority of such firm as experts in accounting and auditing.  KPMG Peat 
Marwick LLP has rendered an opinion on the statement of assets and 
liabilities, including the schedule of investments, of the Acquiring Fund 
as of December 31, 1996, and the related statement of operations for the 
year then ended, the statements of changes in net assets for each of the 
years in the two-year period then ended, and the financial highlights for 
each of the years in the ten-year period then ended.  These financial 
statements have been incorporated by reference herein and into the 
Statement of Additional Information dated November 16, 1997 relating to 
this Prospectus/Proxy Statement in reliance upon the report of KPMG Peat 
Marwick LLP, independent certified public accountants, incorporated by 
reference herein, and upon the authority of such firm as experts in 
accounting and auditing.
VALIDITY OF SHARES
The validity of shares of the Acquiring Fund will be passed upon by 
Sullivan & Cromwell, 125 Broad Street, New York, New York, 10004.  In 
rendering such opinion, Sullivan & Cromwell may rely on an opinion of 
Maryland counsel.  
THE BOARD OF TRUSTEES OF THE ACQUIRED FUND, INCLUDING THE 
INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS APPROVAL OF THE PLAN, AND 
ANY UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED 
IN FAVOR OF APPROVAL OF THE PLAN.


Exhibit A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of 
this   th day of October, 1997, by and between SMITH BARNEY MONEY FUNDS, 
INC.  ("Smith Barney Money Funds"), a Maryland corporation with its 
principal place of business at 388 Greenwich Street, New York, New York 
10013, on behalf of the CASH PORTFOLIO (the "Acquiring Fund"), and COMMON 
SENSE TRUST ("Common Sense Trust"), a Massachusetts business trust with 
its principal place of business at One Parkview Plaza, Oakbrook Terrace, 
Illinois, 60181, on behalf of the COMMON SENSE MONEY MARKET FUND (the 
"Acquired Fund"). The reorganization (the "Reorganization") will consist 
of the transfer of all or substantially all of the assets of the Acquired 
Fund in exchange for Class A shares of common stock of the Acquiring Fund 
(collectively, the "Acquiring Fund Shares" and each, an "Acquiring Fund 
Share") and the assumption by the Acquiring Fund of certain liabilities 
of the Acquired Fund and the distribution, after the Closing Date herein 
referred to, of Acquiring Fund Shares to the shareholders of the Acquired 
Fund in liquidation of the Acquired Fund and the liquidation of the 
Acquired Fund, all upon the terms and conditions hereinafter set forth in 
this Agreement.
WHEREAS, Smith Barney Money Funds and Common Sense Trust are 
registered investment companies of the management type, and the Acquired 
Fund owns securities that generally are assets of the character in which 
the Acquiring Fund is permitted to invest; 
WHEREAS, both Smith Barney Money Funds is authorized to issue 
shares of common stock and Common Sense Trust is authorized to issue 
shares of beneficial interest; 
WHEREAS, the Board of Trustees of Common Sense Trust has determined 
that the exchange of all or substantially all of the assets and certain 
of the liabilities of the Acquired Fund for Acquiring Fund Shares and the 
assumption of such liabilities by Smith Barney Money Funds on behalf of 
the Acquiring Fund is in the best interests of the Acquired Fund's 
shareholders and that the interests of the existing shareholders of the 
Acquired Fund would not be diluted as a result of this transaction; 
WHEREAS, the Board of Directors of Smith Barney Money Funds has 
determined that the exchange of all or substantially all of the assets of 
the Acquired Fund for Acquiring Fund Shares is in the best interests of 
the Acquiring Fund's shareholders and that the interests of the existing 
shareholders of the Acquiring Fund would not be diluted as a result of 
this transaction.    
NOW, THEREFORE, in consideration of the premises and of the 
covenants and agreements hereinafter set forth, the parties hereto 
covenant and agree as follows:  
1.	Transfer of Assets of the Acquired Fund in Exchange for the 
Acquiring Fund Shares and Assumption of the Acquired Fund's 
Scheduled Liabilities and Liquidation of the Acquired Fund  
1.1.	Subject to the terms and conditions herein set forth and on 
the basis of the representations and warranties contained herein, 
the Acquired Fund agrees to transfer the Acquired Fund's assets as 
set forth in paragraph 1.2 to Smith Barney Money Funds on behalf of 
the Acquiring Fund, and Smith Barney Money Funds on behalf of the 
Acquiring Fund agrees in exchange therefor: (i) to deliver to the 
Acquired Fund the number of Class A Acquiring Fund Shares, 
including fractional Class A Acquiring Fund Shares, determined by 
dividing the value of the Acquired Fund's net assets attributable 
to its Class 1, computed in the manner and as of the time and date 
set forth in paragraph 2.1, by the net asset value of one Class A 
Acquiring Fund Share, computed in the manner and as of the time and 
date set forth in paragraph 2.2; (ii) to deliver to the Acquired 
Fund the number of Class A Acquiring Fund Shares, including 
fractional Class A Acquiring Fund Shares, determined by dividing 
the value of the Acquired Fund's net assets attributable to Class A 
shares, computed in the manner and as of the time and date set 
forth in paragraph 2.1, by the net asset value of one Class A 
Acquiring Fund Share, computed in the manner and as of the time and 
date set forth in paragraph 2.2; (iii) to deliver to the Acquired 
Fund the number of Class A Acquiring Fund Shares, including 
fractional Class A Acquiring Fund Shares, determined by dividing 
the value of the Acquired Fund's net assets attributable to Class B 
shares, computed in the manner and as of the time and date set 
forth in paragraph 2.1, by the net asset value of one Class A 
Acquiring Fund Share, computed in the manner and as of the time and 
date set forth in paragraph 2.2; and (iii) to assume certain 
liabilities of the Acquired Fund, as set forth in paragraph 1.3.  
Such transactions shall take place at the closing provided for in 
paragraph 3.1 (the "Closing").
1.2.	(a)	The assets of the Acquired Fund to be acquired by Smith 
Barney Money Funds on behalf of the Acquiring Fund shall consist of 
all or substantially all of its property, including, without 
limitation, all cash, securities and dividends or interest 
receivables which are owned by the Acquired Fund and any deferred 
or prepaid expenses shown as an asset on the books of the Acquired 
Fund on the closing date provided in paragraph 3.1 (the "Closing 
Date"). 
(b)	The Acquired Fund has provided the Acquiring Fund with 
a list of all of the Acquired Fund's assets as of the date of 
execution of this Agreement.  The Acquired Fund reserves the right 
to sell any of these securities but will not, without the prior 
approval of the Acquiring Fund, acquire any additional securities 
other than securities of the type in which the Acquiring Fund is 
permitted to invest.   The Acquiring Fund will, within a reasonable 
time prior to the Closing Date, furnish the Acquired Fund with a 
statement of the Acquiring Fund's investment objectives, policies 
and restrictions and a list of the securities, if any, on the 
Acquired Fund's list referred to in the first sentence of this 
paragraph which do not conform to the Acquiring Fund's investment 
objectives, policies and restrictions.   In the event that the 
Acquired Fund holds any investments which the Acquiring Fund may 
not hold, the Acquired Fund will dispose of such securities prior 
to the Closing Date.  In addition, if it is determined that the 
portfolios of the Acquired Fund and the Acquiring Fund, when 
aggregated, would contain investments exceeding certain percentage 
limitations imposed upon the Acquiring Fund with respect to such 
investments, the Acquired Fund, if requested by the Acquiring Fund, 
will dispose of and/or reinvest a sufficient amount of such 
investments as may be necessary to avoid violating such limitations 
as of the Closing Date.
1.3.	The Acquired Fund will endeavor to discharge all the 
Acquired Fund's known liabilities and obligations prior to the 
Closing Date.   Smith Barney Money Funds on behalf of the Acquiring 
Fund shall assume all liabilities, expenses, costs, charges and 
reserves reflected on an unaudited Statement of Assets and 
Liabilities of the Acquired Fund prepared by Van Kampen American 
Capital Asset Management, Inc. ("VKACAM"), as of the Valuation Date 
(as defined in paragraph 2.1), in accordance with generally 
accepted accounting principles consistently applied from the prior 
audited period.   Smith Barney Money Funds on behalf of the 
Acquiring Fund shall assume only those liabilities of the Acquired 
Fund reflected in that unaudited Statement of Assets and 
Liabilities and shall not assume any other liabilities, whether 
absolute or contingent, not reflected thereon. 
1.4.	As provided in paragraph 3.4, as soon after the Closing 
Date as is conveniently practicable (the "Liquidation Date"), the 
Acquired Fund will liquidate and distribute pro rata to the 
Acquired Fund's shareholders of record determined as of the close 
of business on the Closing Date (the "Acquired Fund Shareholders"), 
the Acquiring Fund Shares it receives pursuant to paragraph 1.1.   
Shareholders of Class 1 and Class A shares of the Acquired Fund 
shall receive Class A Acquiring Fund Shares. Such liquidation and 
distribution will be accomplished by the transfer of the Acquiring 
Fund Shares then credited to the account of the Acquired Fund on 
the books of the Acquiring Fund to open accounts on the share 
records of the Acquiring Fund in the name of the Acquired Fund's 
shareholders and representing the respective pro rata number of the 
Acquiring Fund Shares due such shareholders.  All issued and 
outstanding shares of the Acquired Fund will simultaneously be 
canceled on the books of Common Sense Trust, although share 
certificates representing interests in the Acquired Fund will 
represent a number of Acquiring Fund Shares after the Closing Date 
as determined in accordance with paragraph 1.1.   Common Sense 
Trust shall not issue certificates representing the Acquiring Fund 
Shares in connection with such exchange. 
1.5.	Ownership of Acquiring Fund Shares will be shown on the 
books of the Acquiring Fund's transfer agent.   Acquiring Fund 
Shares will be issued in the manner described in the Acquiring 
Fund's current prospectus and statement of additional information.
1.6.	Any transfer taxes payable upon issuance of the Acquiring 
Fund Shares in a name other than the registered holder of the 
Acquired Fund shares on the books of Smith Barney  Funds as of that 
time shall, as a condition of such issuance and transfer, be paid 
by the person to whom such Acquiring Fund Shares are to be issued 
and transferred. 
1.7.	Any reporting responsibility of the Acquired Fund is and 
shall remain  the responsibility of Common Sense Trust up to and 
including the Closing Date.   
2.	Valuation
2.1.	The value of the Acquired Fund's assets to be acquired by 
the Acquiring Fund hereunder shall be the value of such assets 
computed as of the close of regular trading on the New York Stock 
Exchange, Inc. (the "NYSE") noon on the Closing Date (such time and 
date being hereinafter called the "Valuation Date"), using the 
valuation procedures set forth in the Acquiring Fund's then current 
prospectus or statement of additional information. 
2.2.	The net asset value of Acquiring Fund Shares shall be the 
net asset value per share computed as of 12:00 noon on the 
Valuation Date, using the valuation procedures set forth in the 
Acquiring Fund's then current prospectus or statement of additional 
information.
2.3.	All computations of value shall be made by VKACAM and SBMFM 
in accordance with their regular practices as pricing agent, 
respectively, for the Acquired Fund and the Acquiring Fund.
3.	Closing and Closing Date
3.1.	The Closing Date shall be December 31, 1997, or such later 
date as the parties may agree to in writing.   All acts taking 
place at the Closing shall be deemed to take place simultaneously 
as of the close of business on the Closing Date unless otherwise 
provided. The Closing shall be held as of 5:00 p.m. at the offices 
of Smith Barney Inc., 388 Greenwich Street, New York, New York 
10013, or at such other time and/or place as the parties may agree.
3.2.	The custodian for the Acquiring Fund (the "Custodian") 
shall deliver at the Closing a certificate of an authorized officer 
stating that: (a) the Acquired Fund's portfolio securities, cash 
and any other assets shall have been delivered in proper form to 
the Acquiring Fund within two business days prior to or on the 
Closing Date and (b) all necessary transfer taxes including all 
applicable federal and state stock transfer stamps, if any, shall 
have been paid, or provision for payment shall have been made, in 
conjunction with the delivery of portfolio securities.
3.3.	In the event that on the Valuation Date (a) the NYSE or 
another primary trading market for portfolio securities of the 
Acquiring Fund or the Acquired Fund shall be closed to trading or 
trading thereon shall be restricted, (b) trading or the reporting 
of trading on the NYSE or elsewhere shall be disrupted so that 
accurate appraisal of the value of the net assets of the Acquiring 
Fund or the Acquired Fund is impracticable or (c) the net asset 
value of Class A shares of the Acquiring Fund or any class of the 
Acquired Fund is other than $1.00, the Closing Date shall be 
postponed until the first business day after the day when trading 
shall have been fully resumed and reporting shall have been 
restored or such net asset value is $1.00, as the case may be.
	3.4.	The Acquired Fund shall deliver at the Closing a list of 
the names and addresses of the Acquired Fund's shareholders and the 
number and percentage ownership of outstanding shares owned by each 
such shareholder immediately prior to the Closing, certified on 
behalf of the Acquired Fund by its President.   The Acquiring Fund 
shall issue and deliver a confirmation evidencing the Acquiring 
Fund Shares to be credited to the Acquired Fund's account on the 
Closing Date to the Secretary of Common Sense Trust, or provide 
evidence satisfactory to the Acquired Fund that such Acquiring Fund 
Shares have been credited to the Acquired Fund's account on the 
books of the Acquiring Fund.   At the Closing, each party shall 
deliver to the other such bills of sale, checks, assignments, share 
certificates, if any, receipts or other documents as such other  
party or its counsel may reasonably request. 
4.	Representations and Warranties  
	4.1.	Common Sense Trust represents and warrants to Smith Barney 
Money Funds as follows:
(a)	The Acquired Fund is a portfolio of Common Sense Trust, 
which is business trust, duly organized, validly existing and in 
good standing under the laws of The Commonwealth of Massachusetts; 
(b)	Common Sense Trust is a registered investment company 
classified as a management company of the open-end type, and its 
registration with the Securities and Exchange Commission (the 
"Commission") as an investment company under the Investment Company 
Act of 1940, as amended (the "1940 Act") is in full force and 
effect; 


(c)	Common Sense Trust is not, and the execution, delivery 
and performance of this Agreement on behalf of the Acquired Fund 
will not result, in a material violation of its Agreement and 
Declaration of Trust or By-laws or of any agreement, indenture, 
instrument, contract, lease or other undertaking to which Common 
Sense Trust is a party or by which it is bound; 
(d)	Common Sense Trust has no material contracts or other 
commitments (other than this Agreement) which will be terminated 
with liability to Common Sense Trust prior to the Closing Date; 
(e)	No material litigation or administrative proceeding or 
investigation of or before any court or governmental body is 
presently pending or to its knowledge threatened against Common 
Sense Trust with respect to the Acquired Fund or any of the 
Acquired Fund's properties or assets, except as previously 
disclosed to the Acquiring Fund. Common Sense Trust knows of no 
facts which might form the basis for the institution of such 
proceedings and neither Common Sense Trust nor the Acquired Fund is 
a party to or subject to the provisions of any order, decree or 
judgment of any court or governmental body which materially and 
adversely affects the Acquired Fund's business or Common Sense 
Trust' ability on behalf of the Acquired Fund to consummate the 
transactions herein contemplated; 
(f)	The Statement of Assets and Liabilities of the Acquired 
Fund for the fiscal year ended October 31, 1996 has been audited by 
Ernst & Young LLP, independent auditors, and is in accordance with 
generally accepted accounting principles consistently applied, and 
such statement (copies of which have been furnished to the 
Acquiring Fund) fairly reflects the financial condition of the 
Acquired Fund as of such dates, and there are no known contingent 
liabilities of the Acquired Fund as of such dates not disclosed 
therein; 
(g)	At the Closing Date, all federal and other tax returns 
and reports of the Acquired Fund required by law then to have been 
filed by such dates shall have been filed, and all federal and 
other taxes shown as due on such returns shall have been paid so 
far as due, or provision shall have been made for the payment 
thereof and, to the best of the Acquired Fund's knowledge, no such 
return is currently under audit and no assessment has been asserted 
with respect to such returns; 
(h)	For the most recent fiscal year of its operation, the 
Acquired Fund has met the requirements of Subchapter M of the Code 
for qualification and treatment as a regulated investment company; 
(i)	All issued and outstanding shares of the Acquired Fund 
are, and at the Closing Date will be, duly and validly issued and 
outstanding, fully paid and non-assessable.  All of the issued and 
outstanding shares of the Acquired Fund will, at the time of 
Closing, be held by the persons and in the amounts set forth in the 
records of the transfer agent as provided in paragraph 3.4. The 
Acquired Fund does not have outstanding any options, warrants or 
other rights to subscribe for or purchase any shares of the 
Acquired Fund, nor is there outstanding any security convertible 
into any shares of the Acquired Fund; 
(j)	At the Closing Date, the Acquired Fund will have good 
and marketable title to its assets to be transferred to the 
Acquiring Fund pursuant to paragraph 1.2 and full right, power and 
authority to sell, assign, transfer and deliver such assets 
hereunder and, upon delivery and payment for such assets, the 
Acquiring Fund will acquire good and marketable title thereto, 
subject to no restrictions on the full transfer thereof, including 
such restrictions as might arise under the Securities Act of 1933, 
as amended (the "1933 Act"), other than as disclosed to the 
Acquiring Fund; 
(k)	The execution, delivery and performance of this 
Agreement has been duly authorized by all necessary action on the 
part of  Common Sense Trust's Board of Trustees and, subject to the 
approval of the Acquired Fund's shareholders, assuming due 
authorization, execution and delivery by the Acquiring Fund, this 
Agreement will constitute a valid and binding obligation of Common 
Sense Trust on behalf of the Acquired Fund, enforceable in 
accordance with its terms, subject as to enforcement, to 
bankruptcy, insolvency, reorganization, moratorium and other laws 
relating to or affecting creditors' rights and to general equity 
principles; 
(l)	The information to be furnished by the Acquired Fund 
for use in no-action letters, applications for exemptive orders, 
registration statements, proxy materials and other documents which 
may be necessary in connection with the transactions contemplated 
hereby shall be accurate and complete in all material respects and 
shall comply in all material respects with federal securities and 
other laws and regulations thereunder applicable thereof; 
(m)	The proxy statement of Common Sense Trust on behalf of 
the Acquired Fund (the "Proxy Statement") to be included in the 
Registration Statement referred to in paragraph 5.7 (other than 
information therein that relates to the Acquiring Fund) will, on 
the effective date of the Registration Statement and on the Closing 
Date, not contain any untrue statement of a material fact or omit 
to state a material fact required to be stated therein or necessary 
to make the statements therein, in light of the circumstances under 
which such statements were made, not materially misleading. 
	4.2.	Smith Barney Money Funds represents and warrants to Common 
Sense Trust as follows: 
(a)	The Acquiring Fund is a portfolio of Smith Barney Money 
Funds, which is a corporation, duly organized, validly existing and 
in good standing under the laws of the State of Maryland; 
(b)	Smith Barney Money Funds is a registered investment 
company classified as a management company of the open-end type and 
its registration with the Commission as an investment company under 
the 1940 Act is in full force and effect; 
(c)	The current prospectus of and statement of additional 
information of Smith Barney Money Funds conform in all material 
respects to the applicable requirements of the 1933 Act and the 
1940 Act and the rules and regulations of the Commission thereunder 
and do not include any untrue statement of a material fact or omit 
to state any material fact required to be stated therein or 
necessary to make the statements therein, in light of the 
circumstances under which they were made, not materially 
misleading; 
(d)	At the Closing Date, Smith Barney Money Funds will have 
good and marketable title to the Acquiring Fund's assets; 
(e)	Smith Barney Money Funds is not, and the execution, 
delivery and performance of this Agreement on behalf of the 
Acquiring Fund will not result, in a material violation of its 
Articles of Incorporation or By-laws or of any agreement, 
indenture, instrument, contract, lease or other undertaking with 
respect to the Acquiring Fund to which Smith Barney Money Funds is 
a party or by which it is bound; 
(f)	No material litigation or administrative proceeding or 
investigation of or before any court or governmental body is 
presently pending or to its knowledge threatened against Smith 
Barney Money Funds with respect to the Acquiring Fund or any of the 
Acquiring Fund's properties or assets, except as previously 
disclosed in writing to Common Sense Trust.  Smith Barney Money 
Funds and the Acquiring Fund know of no facts which might form the 
basis for the institution of such proceedings and neither Smith 
Barney Money Funds nor the Acquiring Fund is a party to or subject 
to the provisions of any order, decree or judgment of any court or 
governmental body which materially and adversely affects the 
Acquiring Fund's business or Smith Barney Money Funds' ability on 
behalf of the Acquiring Fund to consummate the transactions 
contemplated herein; 
(g)	The Statement of Assets and Liabilities of the 
Acquiring Fund for the fiscal year ended December 31, 1996 has been 
audited by KPMG Peat Marwick LLP, independent certified public 
accountants, and is in accordance with generally accepted 
accounting principles consistently applied, and such statement 
(copies of which have been furnished to the Acquired Fund) fairly 
reflects the financial condition of the Acquiring Fund as of such 
dates, and there are no known contingent liabilities of the 
Acquiring Fund as of such dates not disclosed therein; 
(h)	At the Closing Date, all federal and other tax returns 
and reports of the Acquiring Fund required by law then to have been 
filed by such dates shall have been filed, and all federal and 
other taxes shown as due on said returns and reports shall have 
been paid so far as due, or provision shall have been made for the 
payment thereof and, to the best of the Acquiring Fund's knowledge, 
no such return is currently under audit and no assessment has been 
asserted with respect to such returns; 
(i)	For the most recent fiscal year of its operation, the 
Acquiring Fund has met the requirements of Subchapter M of the Code 
for qualification and treatment as a regulated investment company 
and the Acquiring Fund intends to do so in the future; 
(j)	At the date hereof, all issued and outstanding shares 
of the Acquiring Fund are, and at the Closing Date will be, duly 
and validly issued and outstanding, fully paid and non-assessable, 
with no personal liability attaching to the ownership thereof.  The 
Acquiring Fund does not have outstanding any options, warrants or 
other rights to subscribe for or purchase any shares of the 
Acquiring Fund, nor is there outstanding any security convertible 
into shares of the Acquiring Fund; 
(k)	The execution, delivery and performance of this 
Agreement has been duly authorized by all necessary action, if any, 
on the part of Smith Barney Money Funds' Board of Directors and, 
assuming due authorization, execution and delivery by the Acquired 
Fund, this Agreement constitutes a valid and binding obligation of 
Smith Barney Money Funds on behalf of the Acquiring Fund, 
enforceable in accordance with its terms, subject as to 
enforcement, to bankruptcy, insolvency, reorganization, moratorium 
and other laws relating to or affecting creditors' rights and to 
general equity principles; 
(l)	The Acquiring Fund Shares to be issued and delivered to 
Common Sense Trust for the account of the Acquired Fund 
Shareholders, pursuant to the terms of this Agreement, will at the 
Closing Date have been duly authorized and, when so issued and 
delivered, will be duly and validly issued Acquiring Fund Shares, 
and will be fully paid and non-assessable with no personal 
liability attaching to the ownership thereof; 
(m)	The information to be furnished by the Acquiring Fund 
for use in no-action letters, applications for exemptive orders, 
registration statements, proxy materials and other documents which 
may be necessary in connection with the transactions contemplated 
hereby shall be accurate and complete in all material respects and 
shall comply in all material respects with federal securities and 
other laws and regulations applicable thereto; 
(n)	The Proxy Statement to be included in the Registration 
Statement (only insofar as it relates to the Acquiring Fund and 
Smith Barney Money Funds) will, on the effective date of the 
Registration Statement and on the Closing Date, not contain any 
untrue statement of a material fact or omit to state a material 
fact required to be stated therein or necessary to make the 
statements therein, in light of the circumstances under which such 
statements were made, not materially misleading; and 
(o)	Smith Barney Money Funds, on behalf of the Acquiring 
Fund, agrees to use all reasonable efforts to obtain the approvals 
and authorizations required by the 1933 Act and the 1940 Act, and 
to file notices with state securities commissions as it may deem 
appropriate in order to continue the Acquiring Fund's operations 
after the Closing Date. 

5.	Covenants of the Acquired Fund, Common Sense Trust, the 
Acquiring Fund and Smith Barney Money Funds
	5.1.	Smith Barney Money Funds on behalf of the Acquiring Fund 
and Common Sense Trust on behalf of the Acquired Fund each will 
operate its business in the ordinary course between the date hereof 
and the Closing Date.  It is understood that such ordinary course 
of business will include the declaration and payment of customary 
dividends and distributions and any other dividends and 
distributions deemed advisable, in each case payable either in cash 
or in additional shares. 
	5.2.	Common Sense Trust will call a meeting of Acquired Fund 
shareholders to consider and act upon this Agreement and to take 
all other action necessary to obtain approval of the transactions 
contemplated herein. 
	5.3.	Common Sense Trust covenants that the Acquiring Fund Shares 
to be issued hereunder are not being acquired for the purpose of 
making any distribution thereof other than in accordance with the 
terms of this Agreement. 
	5.4.	Common Sense Trust will assist the Acquiring Fund in 
obtaining such information as the Acquiring Fund reasonably 
requests concerning the beneficial ownership of the Acquired Fund's 
shares. 
	5.5.	Subject to the provisions of this Agreement, Common Sense 
Trust on behalf the Acquired Fund and Smith Barney Money Funds on 
behalf of the Acquiring Fund each will take, or cause to be taken, 
all action, and do or cause to be done, all things reasonably 
necessary, proper or advisable to consummate and make effective the 
transactions contemplated by this Agreement. 
	5.6.	As promptly as practicable, but in any case within sixty 
days after the Closing Date, Common Sense Trust shall furnish the 
Acquiring Fund, in such form as is reasonably satisfactory to the 
Acquiring Fund, a statement of the earnings and profits of the 
Acquired Fund for federal income tax purposes which will be carried 
over to the Acquiring Fund as a result of Section 381 of the Code, 
and which will be certified by the Chairman and Treasurer or 
Assistant Treasurer of the Acquired Fund. 
	5.7.	Common Sense Trust will provide the Acquiring Fund with 
information reasonably necessary for the preparation of a 
prospectus (the "Prospectus") which will include the Proxy 
Statement, referred to in paragraph 4.1(m), all to be included in a 
Registration Statement on Form N-14 of the Acquiring Fund (the 
"Registration Statement"), in compliance with the 1933 Act, the 
Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act 
in connection with the meeting of the Acquired Fund's shareholders 
to consider approval of this Agreement and the transactions 
contemplated herein. 

6.	Conditions Precedent to Obligations of Common Sense Trust in 
respect of the Acquired Fund
	The obligations of Common Sense Trust to consummate the 
transactions provided for herein shall be subject, at its election, 
to the performance by Smith Barney Money Funds and the Acquiring 
Fund of all of the obligations to be performed by them hereunder on 
or before the Closing Date and, in addition thereto, the following 
further conditions: 
	6.1.	All representations and warranties of Smith Barney Money 
Funds and the Acquiring Fund contained in this Agreement shall be 
true and correct in all material respects as of the date hereof 
and, except as they may be affected by the transactions 
contemplated by this Agreement, as of the Closing Date with the 
same force and effect as if made on and as of the Closing Date; 
	6.2.	Smith Barney Money Funds on behalf of the Acquiring Fund 
shall have delivered to the Acquired Fund a certificate executed in 
its name by its Chairman and its Treasurer or Assistant Treasurer, 
in a form reasonably satisfactory to the Acquired Fund and dated as 
of the Closing Date, to the effect that the representations and 
warranties of Smith Barney Money Funds and the Acquiring Fund made 
in this Agreement are true and correct at and as of the Closing 
Date, except as they may be affected by the transactions 
contemplated by this Agreement; and
	6.3.	Common Sense Trust shall have received on the Closing Date 
a favorable opinion from Sullivan & Cromwell, counsel to Smith 
Barney Money Funds, dated as of the Closing Date, in a form 
reasonably satisfactory to Ronald A. Nyberg, Esq., Secretary of the 
Acquired Fund, covering the following points: 
That (a) Smith Barney Money Funds is duly organized and validly 
existing under the laws of the State of Maryland; (b) Smith 
Barney Money Funds is an open-end management investment company 
registered under the 1940 Act; (c) this Agreement, the 
Reorganization provided for hereunder and the execution of this 
Agreement have been duly authorized and approved by all 
requisite action of Smith Barney Money Funds, and this Agreement 
has been duly executed and delivered by Smith Barney Money Funds 
and is a valid and binding obligation of Smith Barney Money 
Funds with respect to the Acquiring Fund enforceable in 
accordance with its terms against the assets of the Acquiring 
Fund, subject to bankruptcy, insolvency, fraudulent transfer, 
reorganization, moratorium and similar laws of general 
applicability relating to or affecting creditors' rights and to 
general equity principles; and (d) the Class A Acquiring Fund 
Shares to be issued to the Acquired Fund for distribution to its 
shareholders pursuant to this Agreement have been duly 
authorized and, subject to the receipt by Smith Barney Money 
Funds on behalf of the Acquiring Fund of consideration equal to 
the net asset value thereof (but in no event less than the par 
value thereof), such Class A Acquiring Fund Shares, when issued 
in accordance with this Agreement, will be validly issued, fully 
paid and nonassessable.  
	Such opinion may state that it is solely for the benefit of 
Common Sense Trust, its trustees and its officers.  Such counsel 
may rely, as to matters governed by the laws of the State of 
Maryland, on an opinion of Maryland counsel. 

7.	Conditions Precedent to Obligations of Smith Barney Money Funds 
in Respect of the 
	Acquiring Fund 
	The obligations of Smith Barney Money Funds on behalf of the 
Acquiring Fund to complete the transactions provided for herein 
shall be subject, at its election, to the performance by Common 
Sense Trust of all the obligations to be performed by it hereunder 
on or before the Closing Date and, in addition thereto, the 
following conditions: 
	7.1.	All representations and warranties of Common Sense Trust 
contained in this Agreement shall be true and correct in all 
material respects as of the date hereof and, except as they may be 
affected by the transactions contemplated by this Agreement, as of 
the Closing Date with the same force and effect as if made on and 
as of the Closing Date; 
	7.2.	Common Sense Trust on behalf of the Acquired Fund shall 
have delivered to the Acquiring Fund a statement of the Acquired 
Fund's assets and liabilities, together with a list of the Acquired 
Fund's portfolio securities showing the tax costs of such 
securities by lot and the holding periods of such securities, as of 
the Closing Date, certified by the Treasurer or Assistant Treasurer 
of the Acquired Fund; 
	7.3.	Common Sense Trust shall have delivered to the Acquiring 
Fund on the Closing Date a certificate executed in its name by its 
Chairman and its Treasurer or Assistant Treasurer, in form and 
substance satisfactory to the Acquiring Fund and dated as of the 
Closing Date, to the effect that the representations and warranties 
of the Common Sense Trust and the Acquired Fund made in this 
Agreement are true and correct at and as of the Closing Date, 
except as they may be affected by the transactions contemplated by 
this Agreement; and
	7.4.	The Acquiring Fund shall have received on the Closing Date 
a favorable opinion of Sullivan & Worcester,LLP, counsel to the 
Common Sense Trust, in a form satisfactory to Christina T.  Sydor, 
Esq., Secretary of Smith Barney Money Funds, covering the following 
points: 
That (a) the Common Sense Trust is duly organized and validly 
existing under the laws of The Commonwealth of Massachusetts; 
(b) Common Sense Trust is an open-end management investment 
company registered under the 1940 Act; and (c) this Agreement, 
the Reorganization provided for hereunder and the execution of 
this Agreement have been duly authorized and approved by all 
requisite action of Common Sense Trust , and this Agreement has 
been duly executed and delivered by Common Sense Trust and is a 
valid and binding obligation of Common Sense Trust enforceable 
in accordance with its terms against the assets of the Acquired 
Fund, subject to bankruptcy, insolvency, fraudulent transfer, 
reorganization, moratorium and similar laws of general 
applicability relating to or affecting creditors' rights and to 
general equity principles.
	Such opinion may state that it is solely for the benefit of 
Smith Barney Money Funds, its directors and its officers.  Such 
counsel may rely, as to matters governed by the laws of the State 
of Massachusetts, on an opinion of Massachusetts counsel. 
		7.5	The Acquiring Fund shall have received on the Closing Date 
a favorable opinion of Sullivan & Worcester, LLP, counsel to the 
Common Sense Trust, in a form satisfactory to Christina T. Sydor, 
Esq., Secretary of Smith Barney Money Funds, substantially to the 
effect that, on the basis of the existing provisions of the 
Internal Revenue Code of 1986, as amended (the "Code"), U.S. 
Treasury regulations issued thereunder, current administrative 
rules, pronouncements and court decisions, for Federal income tax 
purposes, upon consummation of the Reorganization:

				(1) the transfer of all or substantially all of the 
Acquired Fund's assets in exchange for the Acquiring 
Fund's shares and the assumption by the Acquiring 
Fund of certain scheduled liabilities of the Acquired 
Fund will constitute a "reorganization" within the 
meaning of Section 368 (a)(1)(C) of the Code, and the 
Acquiring Fund and the Acquired Fund are each a 
"party to a reorganization" within the meaning of 
Section 368(b) of the Code; 

				(2) no gain or loss will be recognized by the 
Acquiring Fund upon the receipt of the assets of the 
Acquired Fund in exchange for the Acquiring Fund's 
shares, and the assumption by the Acquiring Fund of 
certain scheduled liabilities in the Acquired Fund;

				(3) no gain or loss will be recognized by the 
Acquired Fund upon the transfer of the Acquired 
Fund's assets to the Acquiring Fund in exchange for 
the Acquiring Fund shares and the assumption by the 
Acquiring Fund of certain scheduled liabilities of 
the Acquired Fund or upon the distribution (whether 
actual or constructive) of the Acquiring Fund shares 
to the Acquired Fund's shareholders;

				(4) no gain or loss will be recognized by 
shareholders of the Acquired Fund upon the exchange 
of their Acquired Fund shares for the Acquiring Fund 
shares and the assumption by the Acquiring Fund of 
certain scheduled liabilities of the Acquired Fund;

				(5) the aggregate tax basis of the Acquiring Fund 
shares received by each Acquired Fund shareholder 
pursuant to the Reorganization will be the same as 
the aggregate tax basis of the Acquired Fund shares 
surrendered in exchange therefor and, (provided the 
Acquired Fund shares were held as capital assets on 
the date of the Reorganization), the holding period 
of the Acquiring Fund shares to be received by each 
Acquired Fund shareholder will include the period 
during which the shares of the Acquired Fund which 
are surrendered in exchange therefor were held by 
such shareholder;

				(6) the tax basis of the Acquired Fund's assets 
acquired by the Acquiring Fund will be the same as 
the tax basis of such assets to the Acquired Fund 
immediately prior to the Reorganization and the 
holding period of the assets of the Acquired Fund in 
the hands of the Acquiring Fund will include the 
period during which such assets were held by the 
Acquired Fund.

8.	Further Conditions Precedent to Obligations of the Acquired 
Fund,  Common Sense Trust, the Acquiring Fund and Smith Barney 
Money Funds
	If any of the conditions set forth below do not exist on or 
before the Closing Date with respect to Smith Barney Money Funds on 
behalf of the Acquiring Fund, or the Acquired Fund, the other party 
to this Agreement shall, at its option, not be required to 
consummate the transactions contemplated by this Agreement: 
	8.1.	This Agreement and the transactions contemplated herein 
shall have been approved by the requisite vote of the holders of 
the outstanding shares of the Acquired Fund in accordance with the 
provisions of Common Sense Trust's Agreement and Declaration of 
Trust and by-laws and certified copies of the votes evidencing such 
approval shall have been delivered to the Acquiring Fund.  
Notwithstanding anything herein to the contrary, neither Smith 
Barney Money Funds on behalf of the Acquiring Fund nor Common Sense 
Trust on behalf of the Acquired Fund may waive the conditions set 
forth in this paragraph 8.1; 
	8.2.	On the Closing Date, no action, suit or other proceeding 
shall be pending before any court or governmental agency in which 
it is sought to restrain or prohibit, or obtain damages or other 
relief in connection with, this Agreement or the transactions 
contemplated herein; 
	8.3.	All consents of other parties and all other consents, 
orders and permits of federal and if applicable state and local, 
regulatory authorities (including those of the Commission and of 
state Blue Sky and securities authorities, including "no-action" 
positions of and exemptive orders from such federal and state 
authorities) deemed necessary by the Acquiring Fund or the Acquired 
Fund to permit consummation, in all material respects, of the 
transactions contemplated hereby shall have been obtained, except 
where failure to obtain any such consent, order or permit would not 
involve a risk of a material adverse effect on the assets or 
properties of the Acquiring Fund or the Acquired Fund, provided 
that either party hereto may for itself waive any of such 
conditions; 
	8.4.	The Registration Statement shall have become effective 
under the 1933 Act and no stop orders suspending the effectiveness 
thereof shall have been issued and, to the best knowledge of the 
parties hereto, no investigation or proceeding for that purpose 
shall have been instituted or be pending, threatened or 
contemplated under the 1933 Act; 
	8.5.	The Acquired Fund shall have declared and paid a dividend 
or dividends on the outstanding shares of the Acquired Fund, which, 
together with all previous such dividends, shall have the effect of 
distributing to the shareholders of the Acquired Fund all of the 
investment company taxable income of the Acquired Fund for all 
taxable years ending on or prior to the Closing Date.  The dividend 
declared and paid by the Acquired Fund shall also include all of 
such fund's net capital gain realized in all taxable years ending 
on or prior to the Closing Date (after reduction for any capital 
loss carry forward); 
9.	Brokerage Fees and Expenses
	9.1.	Smith Barney Money Funds on behalf of the Acquiring Fund 
represents and warrants to the Acquired Fund, and Common Sense 
Trust on behalf of the Acquired Fund hereby represents and warrants 
to Smith Barney Money Funds on behalf of the Acquiring Fund, that 
there are no brokers or finders entitled to receive any payments in 
connection with the transactions provided for herein. 
	9.2.	(a)	Except as may be otherwise provided herein, Smith 
Barney Inc. shall be liable for the expenses incurred in connection 
with entering into and carrying out the provisions of this 
Agreement, including the expenses of: (i) counsel and independent 
accountants associated with the Reorganization; (ii) printing and 
mailing the Prospectus/Proxy Statement and soliciting proxies in 
connection with the meeting of shareholders of the Acquired Fund 
referred to in paragraph 5.2 hereof; (iii) any special pricing fees 
associated with the valuation of the Acquired Funds or the 
Acquiring Funds portfolio on the Closing Date; (iv) expenses 
associated with preparing this Agreement and preparing and filing 
the Registration Statement under the 1933 Act covering the 
Acquiring Fund Shares to be issued in the Reorganization; (v) 
registration or qualification fees and expenses of preparing and 
filing such forms, if any, necessary under applicable state 
securities laws to qualify the Acquiring Fund Shares to be issued 
in connection with the Reorganization.  The Acquired Fund shall be 
liable for: (i) all fees and expenses related to the liquidation of 
the Acquired Fund; and (ii) fees and expenses of the Acquired 
Fund's custodian and transfer agent incurred in connection with the 
Reorganization.  The Acquiring Fund shall be liable for any fees 
and expenses of the Acquiring Fund's transfer agent incurred in 
connection with the Reorganization. 
	(b)	Consistent with the provisions of paragraph 1.3, the 
Acquired Fund, prior to the Closing, shall pay for or include in 
the unaudited Statement of Assets and Liabilities prepared pursuant 
to paragraph 1.3 all of its known and reasonably estimated expenses 
associated with the transactions contemplated by this Agreement. 
10.	Entire Agreement; Survival of Warranties
	10.1.	The parties hereto agree that no party has made any 
representation, warranty or covenant not set forth herein and that 
this Agreement constitutes the entire agreement between the 
parties. 
	10.2.	The representations, warranties and covenants contained in 
this Agreement or in any document delivered pursuant hereto or in 
connection herewith shall survive the consummation of the 
transactions contemplated hereunder. 
	11.	Termination
	11.1.	This Agreement may be terminated at any time prior to the 
Closing Date by: (1) the mutual agreement of Common Sense Trust on 
behalf of the Acquired Fund and Smith Barney Money Funds on behalf 
of the Acquiring Fund; (2) Common Sense Trust in respect of the 
Acquired Fund in the event that Smith Barney Money Funds in respect 
of the Acquiring Fund shall, or Smith Barney Money Funds in respect 
of the Acquiring Fund in the event that Common Sense Trust in 
respect of the Acquired Fund shall, materially breach any 
representation, warranty or agreement contained herein to be 
performed at or prior to the Closing Date; or (3) a condition 
herein expressed to be precedent to the obligations of the 
terminating party has not been met and it reasonably appears that 
it will not or cannot be met. 
	11.2.	In the event of any such termination, there shall be no 
liability for damages on the part of either Common Sense Trust on 
behalf of the Acquired Fund or Smith Barney Money Funds on behalf 
of the Acquiring Fund or their respective directors or officers to 
the other party, but each shall bear the expenses incurred by it 
incidental to the preparation and carrying out of this Agreement as 
provided in paragraph 9.2. 
12.	Amendments 
	This Agreement may be amended, modified or supplemented in such 
manner as may be mutually agreed upon in writing by the authorized 
officers of Common Sense Trust and Smith Barney Money Funds; 
provided, however, that following the meeting of the Acquired Fund 
shareholders called by Common Sense Trust pursuant to paragraph 5.2 
of this Agreement, no such amendment may have the effect of 
changing the provisions for determining the number of the Acquiring 
Fund Shares to be issued to the Acquired Fund's shareholders under 
this Agreement to the detriment of such shareholders without their 
further approval.
13.	Notices
Any notice, report, statement or demand required or permitted by 
any provisions of this Agreement shall be in writing and shall be 
given by prepaid telegraph, telecopy or certified mail addressed to 
Common Sense Trust, 2800 Post Oak Blvd. Houston, Texas 77056, 
Attention: Secretary; or to Smith Barney Money Funds, 388 Greenwich 
Street, New York, New York 10013, Attention: Secretary.  
14.	Headings; Counterparts; Governing Law; Assignment; 
Limitation of Liability 
	14.1	The article and paragraph headings contained in this 
Agreement are for reference purposes only and shall not affect in 
any way the meaning or interpretation of this Agreement. 
	14.2 	This Agreement may be executed in any number of 
counterparts, each of which shall be deemed an original. 
	14.3	This Agreement shall be governed by and construed in 
accordance with the laws of the State of New York. 
	14.4	This Agreement shall bind and inure to the benefit of the 
parties hereto and their respective successors and assigns, but no 
assignment or transfer hereof or of any rights or obligations 
hereunder shall be made by any party without the written consent of 
the other party.  Nothing herein expressed or implied is intended 
or shall be construed to confer upon or give any person, firm, 
corporation or other entity, other than the parties hereto and 
their respective successors and assigns, any rights or remedies 
under or by reason of this Agreement.
	14.5	It is expressly agreed that the obligations of Common Sense 
Trust in respect of the Acquired Fund shall not be binding upon any 
of its Trustees, shareholders, nominees, officers, agents or 
employees personally, but bind only the trust property of the 
Acquired Fund as provided in the trust instruments of Common Sense 
Trust.  The execution and delivery of this Agreement has been 
authorized by the trustees of Common Sense Trust and this Agreement 
has been executed by authorized officers of Common Sense Trust, 
acting as such, and neither such authorization by such trustees nor 
such execution and delivery by such officers shall be deemed to 
have been made by any of them individually or to impose any 
liability on any of them personally, but shall bind only the trust 
property of the Acquired Fund as provided in Common Sense Trust's 
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement 
to be executed by its Chairman of the Board, President or Vice President 
and attested by its Secretary or Assistant Secretary.
Attest: 

SMITH BARNEY
MONEY FUNDS, INC.
on behalf of the 
CASH PORTFOLIO


	/s/  Christina T. Sydor		
Name:	Christina T. Sydor
Title:	Secretary

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

Attest: 

COMMON SENSE TRUST
on behalf of the
COMMON SENSE MONEY MARKET FUND

	  		
Name:	/s/
Title:	Secretary
By:	/s/    	
Name:	
Title:	Chairman of the Board





STATEMENT OF ADDITIONAL INFORMATION DATED, NOVEMBER 16, 1997

Acquisition Of The Assets Of

COMMON SENSE MONEY MARKET FUND
a separate investment portfolio of Common Sense Trust,  One Parkview 
Plaza, Oakbrook, Illinois 60181, (800) 544-5445

By And In Exchange For Class A Shares Of 

CASH PORTFOLIO
a separate investment portfolio of SMITH BARNEY MONEY FUNDS, INC., 388 
Greenwich Street, New York, 10013, (800) 224-7523

This Statement of Additional Information, relating specifically to the 
proposed transfer of all or substantially all of the assets of the 
Common Sense Money Market Fund of Common Sense Trust, (the "Acquired 
Fund")to the Cash Portfolio of Smith Barney Money Funds, Inc., (the 
"Acquiring Fund") in exchange for Class A shares of the Acquiring Fund 
and the assumption by the Acquiring Fund of certain liabilities of the 
Acquired Fund, consists of this cover page and the following described 
documents, each of which accompanies this Statement of Additional 
Information and is incorporated herein by reference.

1.  Statement of Additional Information of Acquired Fund dated March 
10, 1997.

2.  Statement of Additional Information of Acquiring Fund dated April 
30, 1997.

3.  Annual Report of Acquired Fund for the year ended  October 31, 
1996.

4.  Annual Report of  Acquiring Fund for the year ended December 31, 
1996.

5.  Semi-Annual Report of Acquired Fund for the six-month period ended 
April 30, 1997.

6.  Semi-Annual Report of Acquiring Fund for the six-month period 
ended June 30, 1997.

This Statement of Additional Information is not a Prospectus.  A 
Prospectus/Proxy Statement dated November 16, 1997, relating to the 
above-referenced matter may be obtained without charge by calling or 
writing either the Acquiring Fund or the Acquired Fund at the 
telephone numbers or addresses set forth above, by contacting a PFS 
Investments Registered Representative, or by calling  toll-free 1-800-
544-5445.  This Statement of Additional Information should be read in 
conjunction with the Prospectus/Proxy Statement dated November 16, 
1997.

The date of this Statement of Additional Information is November 16, 
1997.





PROSPECTUS OF SMITH BARNEY MONEY FUNDS, INC. - CASH PORTFOLIO DATED 
APRIL 30, 1997 IS INCORPORATED BY REFERENCE TO POST-EFFECTIVE 
AMENDMENT NO. 49 TO THE SMITH BARNEY FUNDS, INC. REGISTRATION 
STATEMENT ON FORM N-1A FILED ON APRIL 23, 1997.
REFERENCE NOS. 2-51301, 811-2490
ACCESSION NUMBER: 91155-97-000209

STATEMENT OF ADDITIONAL INFORMATION OF COMMON SENSE TRUST DATED MARCH 
10, 1997 IS INCORPORATED BY REFERENCE TO POST-EFFECTIVE AMENDMENT NO. 
18 TO THE COMMON SENSE TRUST REGISTRATION STATEMENT ON FORM N-1A FILED 
ON FEBRUARY 28, 1997.
REFERENCE NOS. 33-11716, 811-5018
ACCESSION NUMBER: 950124-97-1280

STATEMENT OF ADDITIONAL INFORMATION OF SMITH BARNEY MONEY FUNDS, INC. 
DATED APRIL 30, 1997 IS INCORPORATED BY REFERENCE TO POST-EFFECTIVE 
AMENDMENT NO. 49 TO THE SMITH BARNEY FUNDS, INC. REGISTRATION 
STATEMENT ON FORM N-1A FILED ON APRIL 23, 1997.
REFERENCE NOS. 2-51301, 811-2490
ACCESSION NUMBER. 91155-97-000209

ANNUAL REPORT OF COMMON SENSE TRUST - COMMON SENSE MONEY MARKET FUND 
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1996 FILED ON DECEMBER 30, 1996.
ACCESSION NUMBER: 950131-96-6496

ANNUAL REPORT OF SMITH BARNEY MONEY FUNDS, INC. - CASH PORTFOLIO FOR 
THE FISCAL YEAR ENDED DECEMBER 31, 1996.
ACCESSION NUMBER: 91155-97-000081

SEMI-ANNUAL REPORTS OF COMMON SENSE TRUST - COMMON SENSE MONEY MARKET 
FUND FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1997 FILED ON JULY 2, 
1997 AND JULY 8, 1997.
ACCESSION NUMBERS: 950131-97-4273  AND 950131-97-4329 

SEMI-ANNUAL REPORT OF SMITH BARNEY MONEY FUNDS, INC. -CASH PORTFOLIO 
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1997
ACCESSION NUMBER: 91155-97-000384




	PART C

	OTHER INFORMATION

Item 15.		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 assured include 
Smith Barney Mutual Funds Management Inc. (Registrant's Manager) and 
affiliated investment companies.

Item 16.	Exhibits

	(1)	(a)	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.

		(b)	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. 

		(c)	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. 

		(d)	Certificate of Correction dated July 15, 1994 
(filed herewith).

		(e)	Articles Supplementary to the Articles of 
Incorporation dated July 19, 1994 (filed herewith).

		(f)	Articles of Amendment to Articles of 
Incorporation dated November 3,1994 (filed 
herewith).

		(g)	Articles Supplementary to Articles of 
Incorporation dated November 3, 1994 (filed 
herewith).

		(h)	Articles Supplementary to Articles of 
Incorporation dated November 3, 1994(filed 
herewith).
	
		(i)	Articles Supplementary to Articles of 
Incorporation dated January 16, 1996 (filed 
herewith).
		
	(2)	Restated Bylaws (filed herewith).

	(3)	Not applicable. 

	(4)	Form of Agreement and Plan of Reorganization (filed 
herewith as Exhibit A to Registrant's 
Prospectus/Proxy Statement). 

	(5)	Specimen Stock Certificate for shares of common 
stock of the Cash Portfolio, a portfolio of the 
Registrant, is incorporated by reference to Exhibit 
4(a) to Post-Effective Amendment No. 32. 

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

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

	(8)	Not applicable. 

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

		(b) Form of Transfer Agency Agreement is 
incorporated by reference to Exhibit 8 to Post-
Effective Amendment No. 49. 

	(10)	Plan of Distribution Pursuant to Rule 12b-1 of Smith 
Barney Money Funds, Inc. is incorporated by 
reference to Exhibit 15(a) to Post-Effective 
Amendment No. 44. 

	(11)	Opinion and Consent of Sullivan & Cromwell with 
respect to validity of shares of the Registrant 
(filed herewith) 
			
	(12)	Opinion and Consent of Sullivan & Worcester with 
respect to certain tax matters (filed herewith)

	(13)	Not Applicable

	(14)(a)	 Consent of KPMG Peat Marwick L.L.P. (filed 
herewith)
	      (b)	 Consent of Ernst & Young LLP (filed herewith) 

	(15)	Not Applicable. 

	(16)	Power of Attorney (filed herewith). 

	(17)	(a)	Form of Proxy Card (filed herewith)

		(b)	Registrant's Declaration pursuant to Rule 24f-
2 is incorporated by reference to its initial 
Registration Statement. 

		

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public 
reoffering of the securities registered through the use of a 
prospectus which is a part of this Registration Statement by any 
person or party who is deemed to be an underwriter within the meaning 
of Rule 145(c) of the Securities Act of 1933, the reoffering 
prospectus will contain the information called for by the applicable 
registration form for reofferings by persons who may be deemed 
underwriters, in addition to the information called for by the other 
items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is 
filed under paragraph (1) above will be filed as a part of an 
amendment to the Registration Statement and will not be used until the 
amendment is effective, and that, in determining any liability under 
the Securities Act of 1933, each post-effective amendment shall be 
deemed to be a new registration statement for the securities offered 
therein, and the offering of the securities at that time shall be 
deemed to the initial bona fide offering of them.

	SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, as 
amended, SMITH BARNEY MONEY FUNDS, INC. has duly caused this  
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, all in the City of New York, State of New 
York on the 17th day of October, 1997. 

		            		SMITH BARNEY MONEY FUNDS, INC.
			                   					
	
				By:  \s\ Heath B. McLendon                            
             				Heath B. McLendon
				Chief Executive Officer
							
	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Heath B. McLendon, Christina T. 
Sydor and Robert A. Vegliante , and each and any one of them, his true 
and lawful attorneys-in-fact and agents, with full power of 
substitution and resubstitution, for him and in his name, place and 
stead, in any and all capacities, to sign any or all amendments 
(including post-effective amendments) to this Registration Statement, 
and to file the same, with all exhibits thereto, and other documents 
in connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, 
full power and authority to do and perform each and every act and 
thing requisite and necessary to be done about the premises, as fully 
to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, 
or any of them, or their substitute or substitutes, may lawfully do or 
cause to be done by virtue hereof. 

As required by the Securities Act of 1933, this Registration Statement 
has been signed by the following persons in the capacities and on the 
dates indicated.



Signature				Title			Date

\s\ Heath B. McLendon		Chairman of the Board,	October 17, 1997
Heath B. McLendon		Chief Executive Officer
	

\s\ Lewis E. Daidone  		Senior Vice President and	  October 17, 1997
Lewis E. Daidone		Treasurer (Chief Financial
				and Accounting Officer)

/s/Joseph H. Fleiss		Director			October 17, 1997
Joseph H. Fleiss

/s/Donald R. Foley		Director			October 17, 1997
Donald R. Foley

/s/Paul Hardin			Director			October 17, 1997
Paul Hardin

/s/Roderick C. Rasmussen	Director				October 17, 1997
Roderick C. Rasmussen

/s/John P. Toolan 		Director			October 17, 1997
John P. Toolan




EXHIBIT INDEX

EXHIBIT NUMBER   	DESCRIPTION

(1) (d)*	Certificate of Correction dated July 15, 1994 

(1)(e)*	Articles Supplementary to the Articles of 
Incorporation dated July 19, 1994

(1)(f)*	Articles of Amendment to Articles of Incorporation 
dated November 3,1994

(1)(g)*	Articles Supplementary to Articles of Incorporation 
dated November 3, 1994 

(1)(h)*	Articles Supplementary to Articles of Incorporation 
dated November 3, 1994
	
(1)(i)*	Articles Supplementary to Articles of Incorporation 
dated January 16, 1996

(2)*	Restated By-Laws

(4)*	Plan of Reorganization (included as Exhibit A to 
Registrant's Prospectus/Proxy Statement contained in 
Part A of this Registration Statement).

(11)*	Opinion and Consent of Sullivan & Cromwell with 
respect to validity of shares of the Registrant.

(12)*	Opinion and Consent of Sullivan & Worcester with 
respect to certain tax matters.

(14)(a)*	Consent of KPMG Peat Marwick LLP
      (b)*	Consent of Ernst & Young LLP

(16)*	Power of Attorney (included as part of Signature 
Page to this Registration 	Statement)

(17) (a)*  Form of Proxy Card.              



* Filed herewith.