SMITH BARNEY MONEY FUNDS, INC.

	ARTICLES SUPPLEMENTARY


	Smith Barney Money Funds, Inc., a Maryland corporation, having its 
principal office in Baltimore City, Maryland (the "Corporation"), hereby 
certifies to the State Department of Assessments and Taxation of Maryland 
that:

	FIRST:  Pursuant to the authority of the Board of Directors to 
classify and reclassify unissued shares of capital stock of the 
Corporation, the Board of Directors has reclassified (1) a portion 
of the authorized but unissued shares of capital stock of each of 
the "Cash Portfolio" and the "Government Portfolio" into Class Y 
shares of capital stock of such series or portfolios, (2) a portion 
of the authorized but unissued shares of capital stock of each of 
the "Cash Portfolio" and the "Government Portfolio" into Class Z 
shares of capital stock of such series or portfolios and (3) a 
portion of the authorized but unissued shares of capital stock of 
the "Retirement Portfolio" into Class Y shares of capital stock of 
such series or portfolio, in each case having the preferences, 
conversion or other rights, voting powers, restrictions, 
limitations as to dividends, qualifications or terms or conditions 
of redemption of such shares as contained in the charter and as 
supplemented by the provisions hereinafter set forth.
		
	SECOND:  All Classes of any series or portfolio of Common Stock of 
the Corporation shall represent the same interest in the 
Corporation and have identical preferences, conversion or other 
rights, voting powers, restrictions, limitations as to dividends, 
qualifications or terms or conditions of redemption as any other 
shares of Common Stock of that series or portfolio; provided, 
however, that notwithstanding anything in the charter of the 
Corporation to the contrary:
		
		(1)  The Class A shares, Class C shares, Class Y shares and 
Class Z shares of each series or portfolio shall be subject 
to such front-end sales loads or such contingent deferred 
sales charges as may be established by the Board of Directors 
from time to time in accordance with the Investment Company 
Act of 1940 (the "Investment Company Act") and applicable 
rules and regulations of the National Association of 
Securities Dealers, Inc. (the "NASD") and set forth in the 
then current prospectus for such shares;

		(2) Expenses related solely to a particular Class of a series 
or portfolio (including, without limitation, distribution 
expenses under a Rule 12b-1 plan and administrative expenses 
under an administration or service agreement, plan or other 
arrangement, however designated, which may differ among the 
various Classes) shall be borne by that Class and shall be 
appropriately reflected (in the manner determined by the 
Board of Directors) in the net asset value, dividends, 
distribution and liquidation of that Class;

		(3)  At such time as may be determined by the Board of 
Directors in accordance with the Investment Company Act and 
applicable rules and regulations of the NASD and reflected in 
the current registration statement relating to a series or 
portfolio, shares of a particular Class of a series or 
portfolio may be automatically converted into shares of 
another Class; provided, however, that such conversion shall 
be subject to the continuing availability of an opinion of 
counsel to the effect that such conversion does not 
constitute a taxable event under federal income tax law and 
shall otherwise be in accordance with the Investment Company 
Act.  The Board of Directors, in its sole discretion, may 
suspend any conversion rights if such opinion is no longer 
available; and

		(4) As to any matter with respect to which a separate vote of 
any Class is required by the Investment Company Act or by the 
Maryland General Corporation Law (including without 
limitation, approval of any plan, agreement or other 
arrangement referred to in subsection (2) of this Article 
SECOND), such requirement as to a separate vote by the Class 
shall apply in lieu of single class voting, and, if permitted 
by the Investment Company Act or any rules, regulations, or 
order thereunder and the Maryland General Corporation Law, 
the Classes of more than one series or portfolio shall vote 
together as a single Class on any such matter which shall 
have the same effect on each such Class.  As to any matter 
that does not affect the interest of a particular Class, only 
the holders of shares of the affected Classes shall be 
entitled to vote.

	THIRD:  After giving effect to the reclassification of shares 
herein provided for, the Cash Portfolio has been divided into four 
classes of shares, designated Class A, Class C, Class Y and Class 
Z, and each consisting, until further changed, of the lesser of (x) 
25,000,000,000 shares or (y) the number of shares that could be 
issued by issuing all of the shares of Common Stock of that series 
or portfolio less the total number of shares of all other classes 
of Common Stock of that series or portfolio then issued and 
outstanding.
	
	FOURTH:  After giving effect to the reclassification of shares 
herein provided for, the Government Portfolio has been divided into 
four classes of shares, designated Class A, Class C, Class Y and 
Class Z, and each consisting, until further changed, of the lesser 
of (x) 10,000,000,000 shares or (y) the number of shares that could 
be issued by issuing all of the shares of Common Stock of that 
series or portfolio less the total number of shares of all other 
classes of Common Stock of that series or portfolio then issued and 
outstanding.

	FIFTH:  After giving effect to the reclassification of shares 
herein provided for, the Retirement Portfolio has been divided into 
two classes of shares, designated Class A and Class Y, and each 
consisting, until further changed, of the lesser of (x) 
5,000,000,000 shares or (y) the number of shares that could be 
issued by issuing all of the shares of Common Stock of that series 
or portfolio less the total number of shares of all other classes 
of Common Stock of that series or portfolio then issued and 
outstanding.
	




	SIXTH:  These Articles Supplementary do not change the outstanding 
capital stock of the Corporation or the aggregate par value 
thereof.
  
	
	IN WITNESS WHEREOF, the Corporation has caused these presents to be 
signed in its name and on its behalf by its Chairman of the Board and 
witnessed by its Secretary on this 3rd day of November, 1994.


WITNESS:						SMITH BARNEY MONEY FUNDS, INC.


                               				By:                
                            
Christina T. Sydor						Stephen J. Treadway
Secretary							Chairman of the Board


	THE UNDERSIGNED, the Chairman of the Board of Smith Barney Money 
Funds, Inc., who executed on behalf of the Corporation the foregoing 
Articles Supplementary of which this certificate is made a part, hereby 
acknowledges in the name and on behalf of said Corporation the foregoing 
Articles Supplementary to be the corporate act of the Corporation and 
hereby certifies to the best of his knowledge, information and belief the 
matters and facts set forth herein with respect to the authorization and 
approval thereof are true in all material respects under the penalties of 
perjury.


							                               
              
							Stephen J. Treadway
							Chairman of the Board







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