April 30, 2001
As Amended June 28, 2001
STATEMENT OF ADDITIONAL INFORMATION

SMITH BARNEY MONEY FUNDS, INC.
Seven World Trade Center
New York, New York 10048
(800) 451-2010

Class A Shares
Class L Shares
Class Y Shares
Class Z Shares
Smith Barney Money Funds, Inc. (the "Company") is a money market
fund that invests in high quality money market instruments.  The
Company seeks to provide:
Daily Income
Convenience
Daily Liquidity
Stability of Net Asset Value

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

Cash Portfolio
Government Portfolio
Retirement Portfolio

This Statement of Additional information is not a Prospectus.  It is
intended to provide more detailed information about the Company as
well as matters already discussed in the April 30, 2001 Prospectus
applicable to your class of shares and therefore should be read in
conjunction with such Prospectus.  The Prospectus may be obtained
from your Salomon Smith Barney Financial Consultant, a PFS
Investments Inc. Registered Representative, a broker/dealer,
financial intermediary or a financial institution (each called a
"Service Agent") or by writing or calling the Company at the address
or phone number set forth above.

CONTENTS

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

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

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

DIRECTORS AND EXECUTIVE OFFICERS

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

LEE ABRAHAM, Director
Retired; Director/Trustee of 11 investment companies associated with
Citigroup Inc. ("Citigroup"). Director of R.G. Barry Corp., a
footwear manufacturer, Signet Group plc, a specialty retailer, and
eNote.com, Inc., a computer hardware company. Formerly Chairman and
Chief Executive Officer of Associated Merchandising Corporation, a
major retail merchandising and sourcing organization and formerly
Director of Galey & Lord and Liz Claiborne.  His address is 106
Barnes Road, Stamford, Connecticut 06902; Age 73.

ALLAN J. BLOOSTEIN, Director
President of Allan J. Bloostein Associates, a consulting firm;
Director/Trustee of 18 investment companies associated with
Citigroup. Director of CVS Corporation, a drugstore chain, and
Taubman Centers Inc., a real estate development company; Retired
Vice Chairman and Director of The May Department Stores Company.
His address is 27 West 67th Street, New York, New York 10023; Age 71.

JANE F. DASHER, Director
Investment Officer; Korsant Partners, a family investment company.
 Director/Trustee of 11 investment companies associated with
Citigroup. Prior to 1997, Independent Financial Consultant. Her
address is 283 Greenwich Avenue, Greenwich, Connecticut 06830;  Age
51.

DONALD R. FOLEY, Director
Retired; Director/Trustee of 11 investment companies associated with
Citigroup. Formerly Vice President of Edwin Bird Wilson, Inc. (an
advertising agency); His address is 3668 Freshwater Drive, Jupiter,
Florida 33477; Age 78.

RICHARD E. HANSON, JR., Director
Retired; Formerly head The New Atlanta Jewish Community High School,
Atlanta Georgia. Director/Trustee of 11 investment companies
associated with Citigroup.  Formerly Headmaster, The Peck School,
Morristown, New Jersey. His address is 2751 Vermont Route 140,
Poultney, VT 05764; Age 59.

PAUL HARDIN, Director
Professor of Law and Chancellor Emeritus at University of North
Carolina at Chapel Hill. Director/Trustee of 13 investment companies
associated with Citigroup. Formerly, Director of The Summit
Bancorporation and formerly, Chancellor of the University of North
Carolina at Chapel Hill;  His address is 12083 Morehead, Chapel
Hill, North Carolina 27514; Age 69.

*HEATH B. McLENDON, Chairman of the Board, President and Chief
Executive Officer
Managing Director of Salomon Smith Barney; Chairman, Co-Chairman,
President and/or Trustee/Director of the Board of 77 investment
companies associated with Citigroup. Director and President of Smith
Barney Fund Management LLC ("SBFM" or the "Manager") (formerly known
as SSB Citi Fund Management LLC) and Travelers Investment Advisers,
Inc. ("TIA").  His address is 7 World Trade Center, New York, New
York 10048; Age 67.

RODERICK C. RASMUSSEN, Director
Investment Counselor; Director/Trustee of 11 investment companies
associated with Citigroup. Formerly Vice President of Dresdner and
Company Inc. (investment counselors); His address is 9 Cadence
Court, Morristown, New Jersey 07960; Age 74.



JOHN P. TOOLAN, Director
Retired; Director/Trustee of 11 investment companies associated with
Citigroup. Trustee of John Hancock Funds; Formerly, Director and
Chairman of Smith Barney Trust Company, Director of Smith Barney
Holdings Inc. and various subsidiaries; Formerly, Senior Executive
Vice President, Director and Member of the Executive Committee of
Smith Barney; His address is 13 Chadwell Place, Morristown, New
Jersey 07960; Age 70.

LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Salomon Smith Barney;  Senior Vice President or
Executive Vice President and Treasurer of 83 investment companies
associated with Citigroup;  Director and Senior Vice President of
the Manager and TIA; Age 43.

KEVIN KENNEDY, Vice President and Investment Officer
Managing Director of Salomon Smith Barney, Vice President and/or
Investment Officer of certain other investment companies associated
with Citigroup and Head of the Liquidity Management Group; Age 47.


MARTIN R. HANLEY, Vice President and Investment Officer
Director of Salomon Smith Barney; Vice President and/or Investment
Officer of certain other investment companies associated with
Citigroup; Age 35.

IRVING DAVID, Controller
Vice President of Salomon Smith Barney and the Manager; Controller
or Assistant Treasurer of certain other investment companies
associated with Citigroup; Age 40.

ANTHONY PACE, Assistant Treasurer
Director of Salomon Smith Barney; Controller or Assistant Treasurer
of certain other investment companies associated with Citigroup; Age
35.

CHRISTINA T. SYDOR, Secretary
Managing Director of Salomon Smith Barney; Secretary of 60
investment companies associated with Citigroup; Secretary and
General Counsel of the Manager and TIA; Age 50.

The business address of each of the officers of the Company listed
above is Seven World Trade Center, New York, New York 10048 or 125
Broad Street, New York, New York 10004 unless otherwise noted. Such
persons are compensated by Salomon Smith Barney Inc. ("Salomon Smith
Barney") and are not separately compensated by the Company.  On
April 6, 2001, directors and officers owned in the aggregate less
than 1% of the outstanding securities of each fund.

The following table shows the compensation paid by the Company to
each director during the Company's last fiscal year. None of the
officers of the Company received any compensation from the Company
for such period.  Fees for directors who are not "interested
persons" of the Company and who are directors of a group of funds
sponsored by Salomon Smith Barney are set at $60,000 per annum and
are allocated based on relative net assets of each fund in the group
plus a per meeting fee of $2,500 with respect to in-person meetings.
 In addition, these directors received $100 per fund for each
telephone meeting plus travel and out-of-pocket expenses incurred in
connection with board meetings.  The board meeting fees and out-of-
pocket expenses are borne proportionately by each individual fund or
portfolio in the group. During the fiscal year ended December 31,
2000 such expenses totaled $10,128.  Officers and interested
directors of the Company are compensated by Salomon Smith Barney.


COMPENSATION TABLE





Name of
Director


Aggregate
Compensation
from the Fund

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

Total
Compensation
from Fund
and Fund
Complex
Total Number
of Funds for
Which Director
Serves within
Fund Complex
Lee Abraham
$32,789
$0
$72,800
11
Allan J.
Bloostein
23,009
0
109,500
18
Jane Dasher
32,889
0
75,000
11
Donald R. Foley*
32,889
0
74,900
11
Richard E.
Hanson, Jr.
32,889
0
74,800
11
Paul Hardin
32,889
0
93,150
13
Heath B.
McLendon+
0
0
0
77
Roderick C.
Rasmussen*
32,889
0
74,900
11
John P. Toolan*
32,889
0
74,900
11



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

*	Pursuant to the Company's deferred compensation plan, the
indicated directors have elected to defer the following amounts
of their compensation from the Company:  Donald R Foley: $11,866,
Roderick C. Rasmussen: $14,832 and John P. Toolan: $32,889, and
the following amounts of their total compensation from the Fund
Complex: Donald R. Foley: $24,000, Roderick C. Rasmussen:$30,000
and John P. Toolan: $74,900.

Upon attainment of age 72 the Company's current directors may
elect to change to emeritus status.  Any directors elected or
appointed to the Board of Directors in the future will be
required to change to emeritus status upon attainment of age 80.
 Directors Emeritus are entitled to serve in emeritus status for
a maximum of 10 years during which time they are paid 50% of the
annual retainer fee and meeting fees otherwise applicable to the
Company's directors, together with reasonable out-of-pocket
expenses for each meeting attended.  During the Company's last
fiscal year, aggregate compensation from the Company to Emeritus
Directors totaled $16,445.


INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Other Investment Techniques

The following pertains to each fund:

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

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

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


RISK FACTORS

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

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


INVESTMENT RESTRICTIONS AND FUNDAMENTAL POLICIES

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

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

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

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

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

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

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

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

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

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

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

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

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

4.	Invest in oil and gas interests.

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

6.	Write or purchase put or call options.

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


COMPUTATION OF YIELD

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

For the seven-day period ended December 31, 2000, the yield for the
Cash Portfolio was 6.08% (the effective yield was 6.26%) for Class
A shares, 6.09% (the effective yield was 6.27%) for Class L shares,
and 6.24% (the effective yield was 6.43%) for Class Y shares, with
an average dollar-weighted portfolio maturity of 47 days; the yield
for the Government Portfolio was 5.95% (the effective yield was
6.12%) for the Class A shares, 5.95% (the effective yield was 6.13%)
for Class L shares and 6.09% (the effective yield was 6.27%) for the
Class Y shares with an average dollar-weighted maturity of 43 days;
and the yield for the Retirement Portfolio was 5.99% (the effective
yield was 6.17%) with an average dollar-weighted portfolio maturity
of 42 days.  The Company quotes current yield of each fund and class
by dividing the net change in the value of a hypothetical
preexisting account having a balance of one share at the beginning
of a recent seven-day base period by the value of the account at the
beginning of the base period and multiplying this base period return
by 365/7.  Net change in account value is the value of additional
shares purchased with dividends from original shares and dividends
declared on both original shares and any additional shares, but does
not include any changes in unrealized appreciation or depreciation.
 In addition, for each fund and class the Company may from time to
time quote effective yield figures assuming the compounding of
dividends.  The effective yield will be slightly higher than the
yield because of the compounding effect.  The Company also quotes
for each fund and class the average dollar-weighted portfolio
maturity for the corresponding seven-day period.

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


VALUATION OF SHARES AND AMORTIZED COST VALUATION

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

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

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

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


IRA AND OTHER PROTOTYPE RETIREMENT PLANS

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

IRA, Rollover IRA and Simplified Employee Pension - IRA

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

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

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

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

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

Paired Defined Contribution Prototype

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


PURCHASE OF SHARES

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

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

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

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

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

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

For plans opened on or after March 1, 2000 that are not plans for
which Paychex Inc. or an affiliate provides administrative services
(a "Paychex plan"), Class A shares may be purchased regardless of
the amount invested.

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

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

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

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

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

For more information, call your Service Agent or the transfer agent.

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

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

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

Participating plans wishing to acquire shares of the fund through
the Salomon Smith Barney Retirement Programs must purchase such
shares directly from the transfer agent. For further information
regarding these Programs, investors should contact a Service Agent.

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


REDEMPTION OF SHARES

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

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

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

A written redemption request must (a) state the class and number or
dollar amount of shares to be redeemed, (b) identify the
shareholder's account number and (c) be signed by each registered
owner exactly as the shares are registered.  If the shares to be
redeemed were issued in certificate form, the certificates must be
endorsed for transfer (or be accompanied by an endorsed stock power)
and must be submitted to PFPC or PFSSS together with the redemption
request.  Any signature appearing on a written redemption request in
excess of $50,000, share certificate or stock power must be
guaranteed by an eligible guarantor institution such as a domestic
bank, savings and loan institution, domestic credit union, member
bank of the Federal Reserve System or member firm of a national
securities exchange.  Written redemption requests of $50,000 or less
do not require a signature guarantee unless more than one such
redemption request is made in any 10-day period.  Redemption
proceeds will be mailed to an investor's address of record.  The
Transfer Agent may require additional supporting documents for
redemptions made by corporations, executors, administrators,
trustees or guardians.  A redemption request will not be deemed
properly received until the Transfer Agent receives all required
documents in proper form.

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

Redemptions.  Redemption requests of up to $50,000 of any class or
classes of a fund's shares may be made by eligible shareholders by
calling the Transfer Agent at 1-800-451-2010.  Such requests may be
made between 9:00 a.m. and 4:00 p.m. (Eastern time) on any day the
NYSE is open. Requests received after the close of regular trading
on the NYSE are priced at the net asset value next determined.
Redemptions of shares (i) by retirement plans or (ii) for which
certificates have been issued are not permitted under this program.

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

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

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

Deferred Sales Charge - Cash Portfolio and Government Portfolio

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

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

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

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

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


PFS ACCOUNTS

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

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

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

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

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


EXCHANGE PRIVILEGE

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

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

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

Additional Information Regarding the Exchange Privilege.  The funds
are not designed to provide investors with a means of speculation on
short-term market movements.  A pattern of frequent exchanges by
investors can be disruptive to efficient portfolio management and,
consequently, can be detrimental to the funds and its shareholders.
 Accordingly, if the Funds' management in its sole discretion
determines that an investor is engaged in excessive trading, the
funds, with or without prior notice, may temporarily or permanently
terminate the availability to that investor of fund exchanges, or
reject in whole or part any purchase or exchange request with
respect to such investor's account.  Such investors also may be
barred from purchases and exchanges involving other funds in the
Smith Barney Mutual Fund family.   Accounts under common ownership
or control will be considered as one account for purposes of
determining a pattern of excessive trading. The funds may notify an
investor of rejection of a purchase or exchange order after the day
the order is placed. If an exchange request is rejected, the funds
will take no other action with respect to the shares until it
receives further instructions from the investor.  The funds' policy
on excessive trading applies to investors who invest in the funds
directly or through Service Agents, but does not apply to any
systematic investment  plans described in the prospectus.

During times of drastic economic or market conditions, the funds may
suspend the Exchange Privilege temporarily without notice and treat
exchange requests based on their separate components - redemption
orders with a simultaneous request to purchase the other fund's
shares.  In such a case, the redemption request would be processed
at the fund's next determined net asset value but the purchase order
would be effective only at the net asset value next determined after
the fund being purchased formally accepts the order, which may
result in the purchase being delayed.


TAXES

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

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

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

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

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

On December 31, 2000, the unused capital loss carryovers by fund,
were approximately as follows: Cash Portfolio: $579,000 and
Government Portfolio: $1,000.  For Federal income tax purposes, this
amount is available to be applied against future capital gains of
the funds that have the carryovers, if any, that are realized prior
to the expiration of the applicable carryover. The carryovers expire
as follows:


December 31,
Name of Fund
2001
2007
Cash Portfolio
$579,000
---
Government Portfolio
---
$1,000


INVESTMENT MANAGEMENT AND OTHER SERVICES

Manager.  SBFM manages the day to day operations of each fund
pursuant to management agreements entered into by the Company on
behalf of each fund.  Under the management agreements, the Manager
offers each fund advice and assistance with respect to the
acquisition, holding or disposal of securities and recommendations
with respect to other aspects of the business and affairs of each
fund.  It also furnishes each fund with executive and other
personnel; management, bookkeeping, accounting and administrative
services; office space and equipment; and the services of the
officers and employees of the funds.  SBFM is a subsidiary of
Salomon Smith Barney Holdings, Inc., which is a subsidiary of
Citigroup, a publicly owned financial services company.  SBFM is an
investment manager to investment companies that had assets under
management as of March 31, 2001 in excess of $133.5 billion.

For the years 1998, 1999 and 2000, the funds paid management fees as
shown below:


Fund

Management Fee



1998
1999
2000
Cash Portfolio
$138,431,85
0
$166,564,9
56
$193,310,0
73
Government
Portfolio
21,476,822
22,847,469
23,567,106
Retirement
Portfolio*
6,375,587
7,196,326
7,602,080
* For the years ended December 31, 1998 and 1999, the manager waived
$385,222 and $271,460, respectively of its management fees for the
Retirement Portfolio.

The respective funds' management agreements, which were approved by
their shareholders on September 16, 1994 and became effective on
November 21, 1994, and, most recently approved by the Board of
Directors, including a majority of the Directors who are not
"interested persons" of the Company or SBFM on June 21, 2000,
provide for daily compensation of the Manager at the following
annual rates:



Fund


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

Over $6 billion up to
$12 billion
0.425%

Over $12 billion up to
$18 billion
0.40%

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

Over $2.5 billion up to
$5 billion
0.40%

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

Over $1 billion up to $2
billion
0.40%

Over $2 billion
0.35%
Each fund's management agreement further provides that all other
expenses not specifically assumed by the Manager under the agreement
are borne by the Company.  Expenses payable by the Company include,
but are not limited to, all charges of custodians (including sums as
custodian and sums for keeping books, performing portfolio
valuations, and for rendering other services to the Company) and
shareholder servicing agents, filing fees and expenses relating to
the registration and qualification of the Company's shares under
Federal or state securities laws and maintaining such registrations
and qualifications (including the printing of the Company's
registration statements and prospectuses), expenses of preparing,
printing and distributing all proxy material, reports and notices to
shareholders, out-of-pocket expenses of directors and fees of
directors who are not "interested persons" as defined in the 1940
Act, fees of auditors and legal counsel, interest, taxes, fees and
commissions of every kind, expenses of issue, repurchase or
redemption of shares, and all other costs incident to the Company's
corporate existence and extraordinary expenses such as litigation
and indemnification expenses.  Direct expenses are charged to the
relevant fund; general corporate expenses of the Company are
allocated among all the funds on the basis of relative net assets.
 No sales or promotion expenses are incurred by the Fund, but
expenses incurred in complying with laws regulating the issue or
sale of the Company's shares are not deemed sales or promotion
expenses.

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

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

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

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

Distributor.  Effective June 5, 2000, Salomon Smith Barney, located
at 388 Greenwich Street, New York, New York 10013 and PFS
Shareholder Services serve as the funds' co-distributors pursuant to
a written agreement dated June 5, 2000 (the "Distribution
Agreement") which was approved by the Company's board of directors,
including a majority of the independent directors, on March 15,
2000.   Prior to and up to June 5, 2000, CFBDS, Inc. served as the
funds' distributor.

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

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

Portfolio
Class A

1998
1999
2000
Cash
$35,597,8
97
$43,553,7
68
$51,151,94
2
Government
5,018,837
5,438,940
5,636,273
Retirement
1,468,261
1,697,506
1,775,178

Portfolio
Class L

1998
1999
2000
Cash
$694
$446
$265
Government
291
160
119

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

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

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


ADDITIONAL INFORMATION ABOUT THE FUNDS

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


VOTING RIGHTS

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

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

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

Following are the names, addresses and percent of ownership of each
person who owns of record or is known by the Company to own of
record or beneficially 5% or more of any Class of a fund as of April
6, 2001:

Cash Portfolio Class L Shares

SB Corp. Trust Cust., FBO Daniel D. Whitaker SEP/IRA, 715 South
Oregon Avenue, Tampa Florida 33606, owned of record 108,935.310
shares 35.39%; Frontier Trust Company TTEE, HB Machine/Medtek, 401k
Profit Sharing Plan, P.O. Box 87687, Phoenix, AZ 85080-7687, owned
of record 83,392.151 shares 27.09%; Frontier Trust Company TTEE,
Peer Bearing Company Union, Employees Money Purchase Plan, 2200
Norman Drive South, Waukegan, IL 60085, owned of record 68,580.927
shares 22.28%; SB Corp Trust Cust., FBO Beverly J. Rutkoskie R/O
IRA, 6321 Robin Hood Lane, Shawnee Mission, KS  66203 owned of
record 24,797.000 shares 8.06%.


Cash Portfolio Class Y Shares

Byrd & Co, First Union Natl. Bank NDTA, Taxable Acct. - Attn.: Diane
Pileggi, Mutual Funds Dvd. Proc. #PA4905, 530 Walnut Street,
Philadelphia, PA  19106-3620, owned of record 33,407,458.110 shares
32.34%; Wilshire Large Cap Fund, Mellon Bank (DE), N.A. Sandy
McKenna, 135 Santilli Highway, Everett, MA 02149-1906 owned of
record 24,740,769.09 shares 23.95%; Enhanced Cash Fund, Mellon Bank
(DE), N.A., Attention: Sany McKenna, 135 Santilly Highway, Everett,
MA 02149-1906 owned of record 22,972,264.110 shares 22.24%; Byrd &
Co, First Union Natl. Bank AMDTA, IRA Account. - Att.: Diane
Pileggi, Mutual Funds Dvd. Proc. #PA4905, 530 Walnut Street,
Philadelphia, PA 19106-3620, owned of record 12,098,528.210 shares
11.71%.


Cash Portfolio Class Z Shares

State Street Bank & Trust Custodian, The Travelers Group 401k,
Savings Plan, Attn: Rick Vest, 225 Franklin Street, Boston, MA
02101, owned of record 204,008,128.380 shares 99.99%.


Government Portfolio Class L Shares

Frontier Trust Company as TTEE, Southern Floral Company, P.O. Box
1313, Houston, Texas 77251-1313, owned of record 70,109.430 shares
55.16%; Terry Donofrio, SSB IRA Custodian, 25 Glenair Avenue,
Waldwick, NJ 07463-1214, owned of record 26,184.000 shares 20.60%;
James F. Burgess Jr., M. Kathleen Burgess JTWROS, 5901 Lakeshore
Dr., Columbia, SC 29206-4327, owned of record 19,491.040 shares
15.34%; Walker Harris MD, SSB IRA Rollover Custodian, 2860 Cromwell
Drive, Columbus, GA  31906-1219 owned of record 6,799.280 shares
5.35%.


Government Portfolio Class Y Shares

CSEA Employee Benefit Fund, A Non-Profit Organization, Attn: Karl
Bellinger/Director of Internal Operations, 1 Lear Jet Lane, Suite
#1, Latham, NY 12110-2313, owned of record 20,627,867.190 shares
99.97%.

Custodian.   PFPC Trust Company (successor by assignment from PNC
Bank, National Association), located at 8800 Tinicum Boulevard,
Philadelphia, Pennsylvania 19153 serves as custodian of the funds'
investments.

Transfer and Dividend Disbursing Agent and Sub-Transfer Agents.
Citi Fiduciary Trust Company, located at 125 Broad Street, New York,
New York 10004 serves as the Company's transfer, dividend disbursing
and shareholder services agent.  PFPC Global Fund Services, P.O. Box
9699, Providence, Rhode Island 02940 serves as the Company's sub-
transfer agent to render certain shareholder record keeping and
accounting services functions.  PFS Shareholder Services serves as
the sub-transfer agent for PFS Accounts. PFS Shareholder Services is
located at 3100 Breckinridge Boulevard, Building 200, Duluth,
Georgia 30099-0062.

Independent Auditors.  KPMG LLP, 757 Third Avenue, New York, New
York 10017, has been selected as independent auditors for each fund
for its fiscal year ending December 31, 2001 to examine and report
on each fund's financial statements and financial highlights.

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

Minimum Account Size.  The Company reserves the right to redeem
involuntarily any shareholder's account in Cash Portfolio or
Government Portfolio if the aggregate net asset value of the shares
held in the account in either fund is less than $500 ($250 for IRA
accounts), and to redeem involuntarily any shareholder's account in
Retirement Portfolio if the aggregate net asset value of the shares
held in the account is less than $100.  With respect to Cash
Portfolio and Government Portfolio, any applicable deferred sales
charge will be deducted from the proceeds of this redemption.  (If
a shareholder has more than one account in these funds, each account
must satisfy the minimum account size.)  Before the Board of
Directors of the Company elects to exercise such right, shareholders
will receive prior written notice and will be permitted 60 days to
bring accounts up to the minimum to avoid involuntary redemption.


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

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

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

	Classic Series  - our portfolio manager driven funds
Our Classic Series lets investors participate in mutual funds
whose investment decisions are determined by experienced
portfolio managers, based on each fund's investment objectives
and guidelines.  Classic Series funds invest across asset
classes and sectors, utilizing a range of strategies in order
to achieve their objectives.

	Index Series - funds that track the market
Our Index funds are designed to provide investment results
that track, as closely as possible, the performance of a stock
or bond market index.  This strategy distinguishes an index
fund from an "actively managed" mutual fund.  Instead of
trying to outperform a market or segment, a portfolio manager
looks to an index to determine which securities the fund
should own.

	Premier Selections Series - our best ideas, concentrated funds
We offer a series of Premier Selections funds managed by
several of our most experienced and proven managers.  This
series of funds is built on a unique strategy of combining
complementary investment management styles to create broader,
multiclass and multicap products that are distinguished by a
highly concentrated focus.

Research Series - driven by exhaustive fundamental securities
analysis
Built on a foundation of substantial buy-side research under
the direction of our Citibank Global Asset Management (CGAM)
colleagues, our Research funds focus on well-defined
industries, sectors and trends.

Style Pure Series - our solution to funds that stray
Our Style Pure Series funds are the building blocks of asset
allocation.  The funds stay fully invested within their asset
class and investment style, enabling you to make asset
allocation decisions in conjunction with your financial
professional.


FINANCIAL STATEMENTS

The Company's Annual Report for the fiscal year ended December 31,
2000 is incorporated herein by reference in its entirety.  The Annual
Report was filed on March 6, 2001, accession number 0000950109-01-
500157.



APPENDIX A - SECURITIES RATINGS

BOND (AND NOTES) RATINGS

Moody's Investors Service, Inc.

Aaa - Bonds that are rated "Aaa" are judged to be of the best
quality.  They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure.  While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds that are rated '"Aa" are judged to be of high
quality by all standards.  Together with the "Aaa" group they
comprise what are generally known as high grade bonds.  They are
rated lower than the best bonds because margins of protection may
not be as large as in "Aaa" securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements
present that make the long term risks appear somewhat larger than in
"Aaa" securities.

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

Standard & Poor's Rating Group

	AAA - Debt rated AAA has the highest rating assigned by
Standard & Poor's. Superior financial security on an absolute and
relative basis. Capacity to meet policyholder obligations is
extremely strong under a variety of economic and underwriting
conditions.

	AA - Debt rated AA is an excellent financial instrument.
Capacity to meet policyholder obligations is strong under a variety
of economic and underwriting conditions.

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

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

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

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

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

Fitch Inc.

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

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

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

COMMERCIAL PAPER RATINGS

Moody's Investors Service, Inc.

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

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

Standard & Poor's Ratings Group

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

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

Fitch Inc.

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

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

Fitch's short-term ratings are as follows:

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

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

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

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