FORM OF
SUB-TRANSFER AGENCY AGREEMENT


AGREEMENT made as of the  1st day  of  March,  1996 by and between 
Smith Barney Money Funds, Inc. on behalf of the Cash Portfolio (the 
"Fund") and PFS Shareholders Services (the "Sub-Transfer Agent").

WITNESSETH:

WHEREAS, the Fund desires that Sub-Transfer Agent be retained to 
perform certain recordkeeping and accounting services and functions 
with respect to transactions in the Fund's Class A shares 
("Shares") made by those beneficial owners of Fund shares (the 
"Shareholders") with respect to which the Sub-Transfer Agent 
maintains record ownership as nominee with the Fund's transfer 
agent ("Transfer Agent") in a single master shareholder account; 
and

WHEREAS, Sub-Transfer Agent desires to provide such services on the 
terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the following premises and 
mutual covenants, the parties agree as follows:

1. Services Provided by Sub-Transfer Agent

Sub-Transfer Agent agrees to perform recordkeeping and accounting 
services and functions with respect to transactions in Shares made 
by the Shareholders with respect to the Fund.  Sub-Transfer Agent 
shall maintain with the Transfer Agent a single master shareholder 
account.  Sub-Transfer Agent will provide the following services:

	A. Maintain separate records for each Shareholder reflecting 
Shares purchased, redeemed and exchanged on behalf of such 
Shareholder and outstanding balances of Shares owned by or 
for the benefit of such Shareholder.

	B. Prepare and transmit to Shareholders periodic account 
statements indicating the number of Shares of the Fund owned 
for the benefit of Shareholders and purchases, redemptions 
and exchanges made on behalf of Shareholders.

	C. Process dividend and distribution payments from the Fund 
on behalf of each Shareholder.

	D. Transmit to Shareholders copies of proxy materials, 
periodic reports and other materials relating to the Fund.

	E. With respect to each Shareholder, aggregate all purchase, 
redemption and exchange orders made on behalf of the 
Shareholders and transmit instructions based on such 
aggregate orders ("Instructions") to the Transfer Agent for 
acceptance.

	F. Transmit to the Shareholders confirmations of transactions 
made in accordance with Instructions.

	G. Provide to the Fund and/or other parties designated by 
them such other information relating to transactions in and 
holdings of Shares on behalf of the Shareholders as is 
reasonably requested.

	H. Arrange for the delivery to the Transfer Agent of 
appropriate documentation and, in the case of purchase 
orders, payment, in connection with each aggregate order 
transmitted to the Transfer Agent.

	I. Provide to the Fund and/or other parties designated by 
them such periodic reports as they shall reasonably conclude 
are necessary to enable the Fund to comply with federal or 
state Blue Sky requirements. 

2. 	Appointment as Agent for Limited Purpose

Sub-Transfer Agent shall be deemed to be agent of the Fund for the 
sole and limited purpose of receiving purchase, redemption and 
exchange orders from Shareholders and transmitting corresponding 
Instructions to the Transfer Agent.  Except as provided 
specifically herein, neither Sub-Transfer Agent nor any person to 
which Sub-Transfer Agent may delegate any of its duties hereunder 
shall be or hold itself out as an agent of the Transfer Agent or 
the Fund.

3. 	Delegation by Sub-Transfer Agent

With respect to any Shareholder, Sub-Transfer Agent may delegate 
some or all of its duties under this Agreement to other parties 
which after reasonable inquiry Sub-Transfer Agent deems to be 
competent to assume such duties. In the event of any such 
delegation, Sub-Transfer Agent shall enter into a written agreement 
with the delegatee in which the delegatee will, among other things:

	A. agree to forward Instructions to the Transfer Agent within 
such time periods as are specified by the Transfer Agent, the 
Fund's prospectus and applicable law and regulation; and

	B. represent and warrant that it is duly registered as 
required under all federal and state securities laws.

4. 	Records and Reporting

Sub-Transfer Agent will maintain and preserve all records as 
required by law in connection with its provision of services under 
this Agreement.  Upon the request of the Fund or the Transfer 
Agent, Sub-Transfer Agent will provide copies of: historical 
records relating to transactions involving the Fund and 
Shareholders; written communications regarding the Fund to or from 
Shareholders; and other materials relating to the provision of 
services by Sub-Transfer Agent under this Agreement.  Sub-Transfer 
Agent will comply with any request for such information and 
documents made by the board of directors of the Fund or any 
governmental body or self-regulatory organization.  Sub-Transfer 
Agent agrees that it will permit the Fund, the Transfer Agent or 
their representatives to have access to its personnel and records 
in order to facilitate the monitoring of the quality of the 
services provided by Sub-Transfer Agent.

5.	 Sub-Transfer Agent's Ability to Provide Services

Sub-Transfer Agent agrees to notify the Fund promptly if for any 
reason it is unable to perform its obligations under this 
Agreement.

6.	Compensation

	A. In consideration of performance of the services by Sub-
Transfer Agent hereunder and the costs it will incur in 
providing those services, the Fund agrees to reimburse Sub-
Transfer Agent for its costs (including payments to 
delegatees) in amounts that do not exceed those indicated in 
the maximum reimbursement schedule attached as Schedule A 
hereto. With respect to any Shareholder, to the extent Sub-
Transfer Agent delegates any obligations hereunder to a third 
party, Sub-Transfer Agent will negotiate in good faith with 
such third party delegatee regarding the fees to be paid to 
the delegatee. Sub-Transfer Agent, and not the Fund, will be 
solely responsible for compensating such a delegatee. If as a 
result of its fee negotiations with such a delegatee Sub-
Transfer Agent is required to pay the delegatee less than 
would be the case if Schedule A were the delegatee's fee 
schedule, Sub-Transfer Agent will reduce the amount of 
compensation it receives from the Fund hereunder by the 
amount of such differential.

	B. The Fund agrees to reimburse Sub-Transfer Agent or its 
delegatees for their reasonable out-of-pocket costs, which 
shall include, but shall not be limited to, the items 
specified in the written schedule of out-of-pocket charges 
annexed hereto as Schedule B and incorporated herein.

	C. Sub-Transfer Agent will permit the Fund or its 
representatives (including counsel and independent 
accountants) reasonable access to its records to enable the 
Fund to verify that Sub-Transfer Agent's charges to the Fund 
hereunder comply with the provisions of this Agreement. 

7.	Representations and Warranties of Sub-Transfer Agent

Sub-Transfer Agent represents and warrants to the Fund that: (i) it 
is a partnership duly organized and existing and in good standing 
under the laws of the State of Georgia; (ii) it is duly qualified 
to carry on its business in Georgia; (iii) it is empowered under 
applicable laws and by its partnership agreement to enter into and 
perform this Agreement; (iv) all requisite partnership proceedings 
have been taken to authorize it to enter into and perform this 
Agreement; and (v) it has and will continue to have during the term 
of this Agreement access to the necessary facilities, equipment and 
personnel to perform its duties and obligations hereunder.

8.	Representations and Warranties of the Fund

The Fund represents and warrants to the Sub-Transfer Agent that: 
(i) it is duly organized and existing and in good standing under 
the laws of the State of Maryland; (ii) it is empowered under 
applicable laws and regulations and by its Articles of 
Incorporation and by-laws to enter into and perform this Agreement; 
(iii) all requisite proceedings have been taken by its Board of 
Directors to authorize it to enter into and perform this Agreement; 
(iv) it is an open-end, diversified, management investment company 
registered under the Investment Company Act of 1940; and (v) a 
registration statement under the Securities Act of 1933 is 
currently effective and will remain effective, and appropriate 
state securities laws filings have been made and will continue to 
be made, with respect to all Shares being offered for sale.

9. 	Indemnification

Sub-Transfer Agent shall indemnify and hold harmless the Fund from 
and against any and all losses and liabilities that any one or more 
of them may incur, including without limitation reasonable 
attorneys' fees, expenses and costs arising out of or related to 
the performance or  non-performance of Sub-Transfer Agent or any of 
its delegatees of its responsibilities under this Agreement; 
excluding, however, any such claims, suits, loss, damage or costs 
caused by, contributed to or arising from any noncompliance by  the 
Fund with its obligations under this Agreement, as to which the 
Fund shall indemnify, hold harmless and defend Sub-Transfer Agent 
on the same basis as set forth above.

10. 	Termination

This Agreement may be terminated at any time by Sub-Transfer Agent 
or the Fund upon 30 days' written notice. The provisions of 
paragraphs 4 and 9 shall continue in full force and effect after 
termination of this Agreement.

11.	Miscellaneous

This Agreement represents the entire agreement between the parties 
with regard to the matters described herein, and may not be 
modified or amended except by written instrument executed by all 
parties. This Agreement may not be assigned by any party hereto 
without the prior written consent of the other parties. This 
Agreement is made and shall be construed under the laws of the 
State of New York. This Agreement supersedes all previous 
agreements and understandings between the parties with respect to 
its subject matter. If any provision of the Agreement shall be held 
or made invalid by a statute, rule, regulation, decision of a 
tribunal or otherwise, the remainder of the Agreement shall not be 
affected thereby.

IN WITNESS HEREOF, the parties hereto have executed and delivered 
this Agreement as of the date first above written.



SMITH BARNEY MONEY				PFS SHAREHOLDER SERVICES
FUNDS, INC. on behalf of the Cash Portfolio		



By:	                                                 	By:
	__________________________
Title:	                                                 
	Title:
	__________________________

Smith Barney Money Funds, Inc.
on behalf of the Cash Portfolio
Schedule A 
As Amended July 1, 1996


The fees are calculated based on an annual charge of:

	.102% with respect to Class A Shares 

of the average daily net assets of such shares invested in the 
Fund by those beneficial owners of Fund shares with respect to 
which the Sub-Transfer Agent maintains record ownership as nominee 
with the Fund's transfer agent.


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