2
           U.S. SECURITIES AND EXCHANGE
                   COMMISSION Washington, D.C.
                   20549
                   
                         FORM 24F-2
              Annual Notice of Securities Sold
                   Pursuant to Rule 24f-2
                   
                   
                   
                   
1. Name and address of issuer:
  Smith Barney Municipal Money Market Portfolio
   388 Greenwich Street
   New York, N.Y.  10013

2. Name  of  each  series or class of funds for  which
   this notice is filed:
   Class A, C, & Y shares


3. Investment Company Act File Number:
   811-3112
   Securities Act File Number:
   2-69938

4. Last day of fiscal year for which this notice is filed:
   March 31, 1997
   
   
5. Check  box  if this notice is being filed more  than
   180 days  after  the  close of the issuer's fiscal
   year  for purposes of reporting securities sold after
   the close  of the  fiscal  year but before termination
   of the  issuer's 24f-2 declaration:
   N/A
   [   ]


6. Date  of  termination of issuer's declaration under
   rule 24f-2(a)(1), if applicable (see Instruction A.6):
   
   N/A


7. Number  and  amount of securities of the  same  class
   or series  which  had been registered under  the
   Securities Act  of 1933 other than pursuant to rule 24f-
   2 in a prior fiscal  year, but which remained unsold at
   the  beginning of the fiscal year:
   
   0  SHARES                            $0

8. Number  and  amount of securities registered  during
   the fiscal year other than pursuant to rule 24f-2:
   
   0 SHARES                             $0

9. Number  and  aggregate  sale  price  of  securities
   sold during the fiscal year:
   23,169,104,653        SHARES
$
   23,169,104,653

10 Number  and  aggregate  sale  price  of  securities
sold
 .  during  the  fiscal  year in reliance  upon
registration
   pursuant to rule 24f-2:

         23,169,104,653     SHARES
$
   23,169,104,653


11 Number  and  aggregate  sale price of  securities
issued
 .  during  the  fiscal  year  in  connection  with
dividend
 reinvestment plans, if applicable (see Instruction B.7):
                             
   INCLUDED IN ITEM 9

12 Calculation of registration fee for Cash Portfolio:
a. (i)     Aggregate  sale price of securities  sold
during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item
10):
      $ 23,169,104,653

   (ii)    Aggregate  price of shares issued  in
connection
      with dividend
              reinvestment   plans   (from   Item   11,
      if applicable):
      + 0

   (iii)   Aggregate price of shares redeemed or
repurchased
   during the fiscal
                     year          (if
   applicable): - $ 23,015,472,861
   (iv)   Aggregate price of shares redeemed or
repurchased
   and
           previously applied as a reduction to filing
   fees pursuant
              to     rule     24e-2     (if
applicable):
   +_0_____________________

   (v)   Net  aggregate price of securities sold and
issued
   during
          the  fiscal  year in reliance on rule 24f-2
   [line (i), plus line
           (ii),  less  line  (iii),  plus  line  (iv)]
   (if applicable):
      $ 153,631,792

   (vi)   Multiplier  prescribed by Section  6  (b)  of
the
   Securities
           Act of 1933 or other applicable law or
   regulation (see
                           Instruction
   C.6): x_1/3300_________________
   
   
   (vii)  Fee due [line (i) or line (v) multiplied  by
   line (vi)]:
   _$
   46,555.09_              _


   Issuers should complete lines (ii), (iii), (iv), and
   (v) only if the form is being filed within 60 days
   after  the close of the issuer's fiscal year.  See
   Instruction C.3.
   
   
   Check  box if fees are being remitted to the
   Commission's lockbox  depository as described in
   section  3a  of  the Commission's  Rules of Informal
   and Other Procedures  (17
CFR 202.3a).
[ x ]
Date  of mailing or wire transfer of filing fees  to  the
Commission's lockbox depository:
5/16/97

                        SIGNATURES
This  report  has  been  signed below  by  the  following
persons  on  behalf of the issuer and in  the  capacities
and on the dates indicated.


By            (Signature           and            Title)*
                                              Irving   P.
David - Controller
Date    5/15/97
 *Please print the name and title of the signing officer
                  below the signature.