FORM OF
AMENDED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
SMITH BARNEY MONEY FUNDS, INC.


	This Amended Plan of Distribution (the "Plan") is adopted in 
accordance with Rule 12b-1 under the Investment Company Act of 1940 
(the "Act") by Smith Barney Money Funds, Inc. (the "Fund") on 
behalf of the Cash Portfolio (the "Portfolio"), subject to the 
following terms and conditions:

	1.  With respect to Class A and Class C shares, the Portfolio 
shall pay to Smith Barney Inc. ("Smith Barney") a service fee at 
the rate of 0.10% per annum of the average net assets of each such 
class sold through Smith Barney. With respect to Class A shares, 
the Portfolio shall pay to PFS Distributors, Inc. ("PFS") a service 
fee at the rate of  0.10% per annum of the average net assets of 
Class A shares sold through PFS.  Shareholder servicing expenses 
incurred in respect of Class A and Class C during any fiscal year 
in excess of the foregoing limit shall not be reimbursable by such 
class.  Amounts payable by each class shall be calculated and 
accrued daily and paid monthly or at such other intervals as the 
Board of Directors shall determine. In addition, for purposes of 
this paragraph, shareholder servicing expenses and the activities 
carried out in respect thereof shall be interpreted in a manner 
consistent with Section 26(d) of the Rules of Fair Practice of the 
National Association of Securities Dealers 

	2.  The amount set forth in paragraph 1 of the Plan may be 
spent by Smith Barney on the following types of activities or 
expenses:  (1) compensation to Financial Consultants whose clients 
are shareholders of the Portfolio; (2) the pro rata share of other 
employment costs of such Financial Consultants based on their gross 
production credits (e.g. FICA, employee benefits, etc.); (3) 
employment expenses of home office personnel primarily responsible 
for providing service to the Portfolio's shareholders; (4) the pro 
rata share of branch office fixed expenses (including branch 
overhead allocations); and (5) payments to other Broker/Dealers.

	3.  The amount set forth in paragraph 1 of the Plan may be 
spent by PFS to cover payments to and expenses of Investments 
Representatives of PFS Investments Inc. and other persons who 
provide shareholder services.

	4.  The Plan shall become effective upon its execution by an 
authorized officer of the Fund following its approval by votes of a 
majority of both (a) the Board of Directors of the Fund and (b) 
those directors of the Fund who are not "interested persons" of the 
Fund (as defined in the Act) and have no direct or indirect 
financial interest in the operation of the Plan or any agreements 
related to it (the "Independent Directors"), cast in person at a 
meeting (or meetings) called for the purpose of voting on the Plan 
or any related agreements (the "Effective Date").

	5.  The Plan and any related agreements shall remain in effect 
for one year from its Effective Date and may be continued 
thereafter if it is approved each year by the votes set forth in 
the preceding paragraph.

	6.  Smith Barney and PFS shall each provide to the Board of 
Directors of the Fund and the Board of Directors shall review, at 
least quarterly, a written report of the amounts so expended and 
the purposes for which such expenditures were made.

	7.  The Plan may be terminated at any time by vote of a 
majority of the Independent Directors or by a vote of a majority of 
the outstanding voting securities of Portfolio.

	8.  The Plan may not be amended to increase materially the 
amount of shareholder servicing expenses provided for in paragraph 
1 hereof unless such amendment is approved by a "vote of a majority 
of the outstanding voting securities" of the Portfolio, which is 
defined as the vote of the lesser of (1) 67% or more of the shares 
present at the meeting, if the holders of more than 50% of the 
outstanding shares of the Portfolio are present or represented by 
proxy; (2) more than 50% of the outstanding shares of the 
Portfolio.  No material amendment to the Plan shall be made unless 
approved in the manner provided for initial approval in paragraph 3 
hereof.

	9.  While the Plan is in effect, the selection and nomination 
of directors who are not interested persons (as defined in the Act) 
of the Fund shall be committed to the discretion of the directors 
who are not interested persons.

	10.  The Fund shall preserve copies of the Plan and any related 
agreements and all reports made pursuant to paragraph 5 hereof, for 
a period of not less than six years from the date of the Plan, or 
such agreement or such report, as the case may be, the first two 
years in an easily accessible place.

	IN WITNESS THEREOF, the Fund has executed this Amended Plan of 
Distribution on the day and year set forth below in New York, New 
York.


DATED:  March 1, 1996

		SMITH BARNEY MONEY FUNDS, INC.


		By:                           
                                  
		      Heath B. McLendon, 
Chairman and
		      Chief Executive Officer	


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