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 Taxation of Maryland that:

	FIRST:  Pursuant to the authority of the Board of Directors to 
classify and reclassify unissued shares of Common Stock, the Board of 
Directors has divided the Cash Portfolio series of the Common Stock of 
the Corporation into Classes A, C, Y and Z and has provided for the 
issuance of shares of such classes.

	SECOND:  The terms of the Common Stock as set by the Board of 
Directors are as follows:

		(a)  The Cash Portfolio series of the Common Stock shall have 
four classes of shares, which shall be designated Class A, 
Class C, Class Y and Class Z, each consisting, until further 
changed, of the lesser of (x) 4,000,000,000 shares or (y) the 
number of shares that could be issued by issuing all of the 
shares of Common Stock of that series less the total number 
of shares of all other classes of Common Stock of that series 
then issued and outstanding. 

		(b)  All Classes of such series of Common Stock of the 
Corporation shall represent the same interest in the 
Corporation and have identical voting, dividend, liquidation, 
and other rights with any other shares of Common Stock of 
that series; provided, however, that notwithstanding anything 
in the charter of the Corporation to the contrary:

			(1)  The Class A Shares shall be subject to such front-end 
sales loads 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. ("NASD").

			(2)  The Class A and Class C Shares shall be subject to 
such contingent deferred sales charges (which may differ 
between Classes) as may be established from time to time 
by the Board of Directors in accordance with the 
Investment Company Act and applicable rules and 
regulations of the NASD.

			(3)  The Class Y and Class Z Shares shall be subject to 
such front-end sales loads or such contingent deferred 
sales charges or both as may be established by the Board 
of Directors from time to time in accordance with the 
Investment Company Act and applicable rules and 
regulations of the NASD and as disclosed in the then 
current Prospectus.



			(4)  Expenses related solely to a particular Class of such 
series (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 rights of 
the shares of that Class.

			(5)  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 such series, shares of a particular Class of such 
series 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.

			(6)  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 (3) above), 
such requirement as to a separate vote by that 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 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:  The Shares aforesaid have been duly classified by the Board 
of Directors 



pursuant to authority and power contained in the Charter of the 
Corporation.

	IN WITNESS WHEREOF, Smith Barney Money Funds, Inc. has caused these 
presents to be signed in its name and on its behalf by its Chairman of 
the Board and Chief Executive Officer and witnessed by its Secretary on 
July 19, 1994.       


WITNESS:						SMITH BARNEY MONEY FUNDS, INC.



                                           	     		By:              
                                 
Christina T. Sydor, Secretary		    	    Stephen J. Treadway,
							    Chairman of the Board and
								Chief Executive Officer

	THE UNDERSIGNED, Chairman of the Board and Chief Executive Officer 
of Smith Barney Money Funds, Inc., who executed on behalf of the 
Corporation 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 said 
Corporation and hereby certifies that 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 and
							Chief Executive Officer.