As filed with the Securities and Exchange Commission on April 30, 
1999 

Securities Act Registration No.  2-51301
Investment Company Act Registration No.	811-2490 
 
U. S. SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C.  20549 
FORM N-1A 
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
 
[   ]  Pre-Effective Amendment No.

[X]    Post-Effective Amendment  No.     52     

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940, 
Amendment No.     52     
 
SMITH BARNEY MONEY FUNDS, INC. 
(a Maryland Corporation)
(Exact name of Registrant as Specified in Charter) 

388 Greenwich Street, New York, New York  10013 
(Address of Principal Executive Offices)  (Zip Code) 

(212) 816-6474 
(Registrant's Telephone Number, including Area Code:) 

Christina T. Sydor, Secretary  
388 Greenwich Street
New York, New York  10013 
(Name and Address of Agent For Service)

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective: 

   
[     ]	Immediately upon filing pursuant to Rule 485(b)
[XX]	On April 30, 1999 pursuant to Rule 485(b)
[     ]	60 days after filing pursuant to paragraph (a)(1) of 
Rule 485
[     ]	On (date) pursuant to paragraph (a)(1) of Rule 485
[     ]	75 days after filing pursuant to paragraph (a)(2) of 
Rule 485
[     ]	On (date) pursuant to paragraph (a)(2) of rule 485
    
If appropriate, check the following box:

[    ]	This post-effective amendment designates a new 
effective date for a
	previously filed post-effective amendment.





PART A:	Prospectus


<PAGE>
 
     --------------------------

     [Logo]

     Smith Barney Mutual Funds
     Investing for your future.
     Every day.

     --------------------------


PROSPECTUS


--------------------------------------------------------------------------------

MONEY MARKET 
FUNDS

Retirement Portfolio
Class A Shares
                      

Cash Portfolio
Government Portfolio
Class A, L and Y Shares

April 30, 1999                


The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete. Any
statement to the contrary is a crime.
<PAGE>
 
MONEY MARKET FUNDS
 
Contents

<TABLE>   
<S>                                                                          <C>
        Fund goals and main strategies.....................................   2
 
        Risks, performance and expenses....................................   3
 
        Management.........................................................   8
 
        Choosing a class of shares to buy..................................   9
 
        Comparing the funds' classes.......................................  10
 
        Deferred sales charges.............................................  11
 
        Buying shares......................................................  12
 
        Exchanging shares..................................................  13
 
        Redeeming shares...................................................  14
 
        Other things to know
        about share transactions...........................................  16
 
        Smith Barney 401(k) and
        ExecChoice(TM) programs............................................  18
 
        Distributions, dividends and taxes.................................  19
 
        Share price........................................................  20
 
        Financial highlights...............................................  21
</TABLE>    
You should know: An investment in a fund is not a bank deposit and is not
insured or guaranteed by the FDIC or any other government agency. There is no
assurance that each fund will be able to maintain a stable net asset value of
$1.00 per share.
 
                                                       Smith Barney Mutual Funds
 
                                                                              1
<PAGE>
 
   
Fund goal and main strategies     
 
INVESTMENT OBJECTIVES
Each fund seeks maximum current income and preservation of capital.
 
KEY INVESTMENTS
GOVERNMENT portfolio The fund invests exclusively in U.S. government obliga-
tions, including mortgage-backed securities and related repurchase agreements.
   
CASH PORTFOLIO AND RETIREMENT PORTFOLIO Each fund invests in high quality, U.S.
dollar denominated short term debt securities. These may include obligations
issued by U.S. and foreign banks, the U.S. government, its agencies or instru-
mentalities, U.S. states and municipalities and U.S. and foreign corporate
issuers. Each fund will invest at least 25% of its assets in obligations of
domestic and foreign banks. Either the principal amount of each obligation must
be fully insured by the FDIC or the issuing bank must have more than $100 mil-
lion of working capital or more than $1 billion of total assets.     
 
Cash Portfolio and Retirement Portfolio may invest in all types of money market
securities including commercial paper, certificates of deposit, bankers'
acceptances, mortgage-backed and asset-backed securities, repurchase agreements
and other short term debt securities. The funds limit foreign investments to
issuers located in major industrialized countries.
   
MINIMUM CREDIT QUALITY Cash Portfolio and Retirement Portfolio invest in com-
mercial paper and other short-term obligations rated by a nationally recognized
rating organization in the highest short term rating category, or if unrated,
of equivalent quality, and in other corporate obligations and municipal obliga-
tions rated in the two highest rating categories, or if unrated, of equivalent
quality. Government Portfolio invests exclusively in securities rated in the
highest short-term rating category, or if unrated, of equivalent quality.     
 
Maximum maturity Each fund invests exclusively in securities having remaining
maturities of 397 days or less. Each fund maintains a dollar-weighted average
portfolio maturity of 90 days or less.
 
SELECTION PROCESS
In selecting investments for the funds, the manager looks for:
 
 . The best relative values based on an analysis of yield, price, interest rate
  sensitivity and credit quality
 . Issuers offering minimal credit risk
 . Maturities consistent with the manager's outlook for interest rates
 
Money Market Funds
 
 2
<PAGE>
 
 
Risks, performance and expenses
   
All investments involve some degree of risk. However, each fund is a "money
market fund" and, as such, seeks income by investing in short-term debt securi-
ties that meet strict standards established by the Board of Directors based on
special rules for money market funds adopted under federal law.     
 
PRINCIPAL RISKS OF INVESTING IN THE FUNDS
Although the funds seek to preserve the value of your investment at $1 per
share, it is possible to lose money by investing in the funds, or the funds
could underperform other short term debt instruments or money market funds if:
 
 . Interest rates rise sharply.
 . An issuer or guarantor of the funds' securities defaults, or has its credit
  rating downgraded.
 . The manager's judgment about the value or credit quality of a particular secu-
  rity proves to be incorrect.
   
Cash Portfolio and Retirement Portfolio each invests at least 25% of its assets
in obligations of domestic and foreign banks and, as a result, is more suscep-
tible to events affecting the banking industry. The value of the funds' foreign
securities may go down because of unfavorable government actions or political
instability.     
 
WHO MAY WANT TO INVEST
The funds may be an appropriate investment if you:
 
 . Are seeking current income
 . Are looking for an investment with lower risk than most other types of funds
 . Are looking to allocate a portion of your assets to money market securities
 
                                                       Smith Barney Mutual Funds
 
                                                                              3
<PAGE>
 
 
TOTAL RETURN
The bar charts indicate the risks of investing in the funds by showing changes
in the funds' performance from year to year. Past performance does not neces-
sarily indicate how a fund will perform in the future.
                         
                      Total Return for Class A Shares     
                                 
                              Cash Portfolio     
                                         

                               [CHART APPEARS HERE]
QUARTERLY RETURNS:                        
   
Highest: 1.61% in 1st quarter 1991; Lowest: 0.64% in 2nd quarter 1993     
 
The bar chart shows the performance of the fund's Class A shares for each of
the past 10 calendar years. Class L and Y shares would have different perfor-
mance because of their different expenses.
                         
                      Total Return for Class A Shares     
                              
                           Government Portfolio     

                              [CHART APPEARS HERE]
                                         
QUARTERLY RETURNS:                        
   
Highest: 1.39% in 2nd quarter 1991; Lowest: 0.63% in 2nd quarter 1993     
 
The bar chart shows the performance of the fund's Class A shares for each of
the past 10 calendar years. Class L and Y shares would have different perfor-
mance because of their different expenses.
                         
                      Total Return for Class A Shares     
                              
                           Retirement Portfolio     
                                         

                              [CHART APPEARS HERE]
QUARTERLY RETURNS:                        
   
Highest: 1.38% in 2nd quarter 1991; Lowest: 0.63% in 2nd quarter 1993     
 
The bar chart shows the performance of the fund's Class A shares for each of
the past 10 calendar years.
 
Money Market Funds
 
 4
<PAGE>
 
 
COMPARATIVE PERFORMANCE
   
The table indicates the risks of investing in the funds by comparing the aver-
age annual total return of each class of the funds for the periods shown. This
table assumes redemption of shares at the end of the period and reinvestment of
distributions and dividends.     
 
                          Average annual total returns
                     Calendar years ended December 31, 1998
<TABLE>   
<CAPTION>
 Fund                  1 year   5 years   10 years   Since Inception   Inception Date
 <S>                   <C>      <C>       <C>        <C>               <C>
 Cash Portfolio
 Class A               5.07%    4.88%       5.28%      ----               5/28/74
 Class L               5.12%     N/A          N/A        5.16%           11/10/94
 Class Y               5.29%     N/A          N/A        5.30%           12/29/94

 Government Portfolio
 Class A               5.00%    4.80%       5.09%         ----            5/28/74
 Class L(/1/)          5.01%    4.76%         N/A        4.52%             3/5/93
 Class Y(/2/)          5.13%    4.85%         N/A        5.18%           10/28/93
 Retirement Portfolio
 Class A               5.04%     4.80%       5.13%        ----             5/28/74
</TABLE>    
(/1/) Represents previously issued Class B shares which were renamed Class C
      shares on November 7, 1994 and renamed Class L shares on June 12, 1998.
(/2/) Represents previously issued Class C shares which were renamed Class Y
      shares on November 7, 1994.
       
                      7 day yield as of December 31, 1998
 
<TABLE>   
<CAPTION>
                                                                            Retirement
                         Cash Portfolio           Government Portfolio       Portfolio
                 Class A   Class L   Class Y   Class A   Class L   Class Y    Class A
 <S>             <C>       <C>       <C>       <C>       <C>       <C>       <C>
 7 day yield      4.66%     4.70%     4.86%    4.51%     4.54%     4.67%      4.67%
</TABLE>    
       
                                                       Smith Barney Mutual Funds
 
                                                                              5
<PAGE>
 
FEES AND EXPENSES
This table sets forth the fees and expenses you will pay if you invest in the
funds' shares.
 
                                Shareholder fees
<TABLE>   
<CAPTION>
                                                      Cash Portfolio and
                                      All Funds    Government Portfolio only
(fees paid directly from your
investment)                            Class A       Class L        Class Y
<S>                                   <C>          <C>            <C>
Maximum sales charge (load) imposed
on purchases                            None                None           None
Maximum deferred sales charge (load)    None(/1/)           None           None
</TABLE>    
 
                         Annual fund operating expenses
<TABLE>   
<CAPTION>
                                                                                       Retirement
(Expenses deducted from           Cash Portfolio          Government Portfolio          Portfolio
fund assets)              Class A   Class L   Class Y   Class A   Class L   Class Y      Class A
<S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>
Management fee             0.39%      0.39%     0.39%     0.42%     0.42%     0.42%       0.45%
Distribution and service
(12b-1) fee                0.10       0.10       N/A      0.10      0.10       N/A       0.10
Other expenses             0.14       0.10       0.03     0.08      0.07      0.06        0.17
                           ----       ----       ----     ----      ----      ----        ----
Total annual fund
operating expenses(/2/)    0.63%      0.59%     0.42%    0.60%     0.59%     0.48%       0.72%
</TABLE>    
          
(/1/) Class A shares exchanged from another Smith Barney fund subject to a
      deferred sales charge remain subject to the original fund's deferred sales
      charge while held in the funds.     
   
(/2/) Because the manager has voluntarily agreed to limit total annual fund 
      operating expenses to 0.70% of the fund's average daily net assets, actual
      expenses were:     
 
<TABLE>   
<CAPTION>
                                                                 Retirement
                     Cash Portfolio       Government Portfolio   Portfolio
                  Class A   Class L   Class Y   Class A   Class L   Class Y    Class A
<S>               <C>       <C>       <C>       <C>       <C>       <C>     <C>
Management fee       0.39%   0.39%    0.39%    0.43%    0.43%     0.43%      0.43%
Total annual fund
operating expenses   0.63%   0.59%    0.42%    0.60%    0.59%     0.48%      0.70%
</TABLE>    
   
The manager may change or eliminate these expense limits at any time on four-
teen days prior notice to shareholders.     
 
Money Market Funds
 
 6
<PAGE>
 
 
EXAMPLE
This example helps you compare the costs of investing in the funds with the
costs of investing in other mutual funds. Your actual costs may be higher or
lower. The example assumes:
 
 . You invest $10,000 in the fund for the period shown
 . Your investment has a 5% return each year
 . You reinvest all distributions and dividends without a sales charge
 . Redemption of your shares at the end of the period
 
                      Number of years you own your shares
<TABLE>   
<CAPTION>
                         1 year 3 years 5 years 10 years
<S>                      <C>    <C>     <C>     <C>
Cash Portfolio
 Class A                  $64    $202    $351     $786
 Class L                  $60    $189    $329     $738
 Class Y                  $43    $135    $235     $530
Government Portfolio
 Class A                  $61    $192    $335     $750
 Class L                  $60    $189    $329     $738
 Class Y                  $49    $154    $269     $604
Retirement Portfolio
 Class A                  $74    $230    $401     $894
</TABLE>    
 
                                                       Smith Barney Mutual Funds
 
                                                                              7
<PAGE>
 
Management
 
MANAGER The funds' investment manager is SSBC Fund Management Inc., an 
affiliate of Salomon Smith Barney Inc. The manager's address is 388 Greenwich 
Street, New York, New York 10013. The manager selects the funds' investments and
oversees their operations. The manager and Salomon Smith Barney are 
subsidiaries of Citigroup Inc. Citigroup businesses produce a broad range of
financial services--asset management, banking and consumer finance, credit and
charge cards, insurance, investments, investment banking and trading--and use
diverse channels to make them available to consumer and corporate customers
around the world.
 
MANAGEMENT FEE For its services, the manager received a fee during the fund's
last fiscal year equal to the amount shown below:
 
<TABLE>   
<CAPTION>
                      Management fee as a percentage of
Fund                  the fund's average daily net assets
<S>                   <C>
Cash Portfolio                       0.39%
Government Portfolio                 0.42%
Retirement Portfolio                 0.43%
</TABLE>    
 
DISTRIBUTOR The fund has entered into an agreement with CFBDS, Inc. to distrib-
ute the fund's shares. A selling group consisting of Salomon Smith Barney and
other broker-dealers sells fund shares to the public.
 
DISTRIBUTION PLANS Each fund has adopted Rule 12b-1 distribution plans for its
Class A and, if applicable, Class L shares. Under each plan, the fund pays
service fees. These fees are an ongoing expense and, over time, may cost you
more than other types of sales charges.
 
YEAR 2000 ISSUE Information technology experts are concerned about computer
systems' ability to process date-related information on and after January 1,
2000. This situation, commonly known as the "Year 2000" issue, could have an
adverse impact on the funds. The cost of addressing the Year 2000 issue, if
substantial, could adversely affect companies and governments that issue secu-
rities held by the funds. The manager and Salomon Smith Barney are addressing
the Year 2000 issue for their systems. The funds have been informed by other
service providers that they are taking similar measures. Although the funds do
not expect the Year 2000 issue to adversely affect them, the funds cannot guar-
antee the efforts of each fund (limited to requesting and receiving reports
from its service providers) or its service providers to correct the problem
will be successful.
 
Money Market Funds
 
 8
<PAGE>
 
Choosing a class of shares to buy
   
Retirement Portfolio is available only through qualified retirement plans and
offers only Class A shares. For Cash Portfolio and Government Portfolio, you
can choose between two classes of shares: Classes A and Y. Class L shares are
available only to participating plans opened prior to June 21, 1996 (described
on page 18). Each class has different expenses, allowing you to choose the
class that best meets your needs.     
       
You may buy shares from:
 
 . A Salomon Smith Barney Financial Consultant
 . An investment dealer in the selling group or a broker that clears through 
  Salomon Smith Barney--a dealer representative
 . Each fund, but only if you are investing through certain qualified plans or
  certain dealer representatives
 
INVESTMENT MINIMUMS--CASH PORTFOLIO AND GOVERNMENT PORTFOLIO Minimum initial
and additional investment amounts vary depending on the class of shares you buy
and the nature of your investment account.
 
<TABLE>
<CAPTION>
                                                     Initial        Additional
                                               Class A    Class Y   All Classes
<S>                                            <C>      <C>         <C>
General                                         $1,000  $15 million     $50
IRAs, Self Employed Retirement Plans, Uniform
Gift to Minor Accounts                           $250   $15 million     $50
Qualified Retirement Plans*                      $25    $15 million     $25
Salomon Smith Barney Sweep Features            variable     n/a      variable
Simple IRAs                                       $1        n/a         $1
Monthly Systematic Investment Plans              $25        n/a         $25
Quarterly Systematic Investment Plans            $50        n/a         $50
</TABLE>
 
* Qualified Retirement Plans are retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Internal Revenue Code, including 401(k)
plans
 
INVESTMENT MINIMUMS--RETIREMENT PORTFOLIO The minimum initial investment is
$200; each additional investment must be $1 or more.
 
                                                       Smith Barney Mutual Funds
 
                                                                              9
<PAGE>
 
SALOMON SMITH BARNEY BROKERAGE ACCOUNTS
   
If you maintain certain types of securities brokerage accounts with Salomon
Smith Barney, you may request that your free credit balances (i.e., immediately
available funds) be invested automatically in Class A shares of a designated
money market fund either daily or weekly. A complete record of fund dividends,
purchases and redemptions will be included on your regular Salomon Smith Barney
brokerage statement. In addition to this sweep service, shareholders of Salomon
Smith Barney FMA PLUSSM accounts may also take advantage of: a free IRA, free
dividend reinvestment, unlimited checking, 100 free ATM withdrawals each year,
gain/loss analysis and online computer access to account information. Contact
your Salomon Smith Barney Financial Consultant for more complete information.
    
Comparing the funds' classes
 
Your Salomon Smith Barney Financial Consultant or dealer representative can
help you decide which class meets your goals. They may receive different com-
pensation depending upon which class you choose.
 
<TABLE>
<CAPTION>
                              Class A        Class L          Class Y
                                            for the Cash Portfolio and
                                            Government Portfolio only
<S>                         <C>         <C>           <C>
Key features                 . Higher      . Higher          . Must invest
                               annual        annual            at least $15
                               expenses      expenses          million
                               than Class Y  than Class Y    . Lower
                                                               annual
                                                               expenses
                                                               than either
                                                               Class A or
                                                               Class L
------------------------------------------------------------------------------
Initial sales charge(/1/)        None          None            None
------------------------------------------------------------------------------
Deferred sales charge(/2/)       None          None            None
------------------------------------------------------------------------------
Annual service fees              0.10% of      0.10% of        None
                                 average       average daily
                                 daily net     net assets
                                 assets
-------------------------------------------------------------------------------
Exchangeable into(/3/)           Class A       Class L         Class Y
                                 shares of     shares of       shares of
                                 most Smith    most Smith      most Smith
                                 Barney        Barney funds    Barney funds
                                 funds
-------------------------------------------------------------------------------
</TABLE>
(/1/) Initial sales charges may apply if you exchange shares of the funds for
      shares of another Smith Barney fund.
(/2/) Shares exchanged from another Smith Barney fund subject to a deferred
      sales charge remain subject to the original fund's deferred sales charge
      while held in the funds.
(/3/) Ask your Salomon Smith Barney Financial Consultant or dealer
      representative or visit the web site for the Smith Barney funds available
      for exchange.
 
Money Market Funds
 
10
<PAGE>
 
LETTER OF INTENT: CLASS Y SHARES
You may buy Class Y shares of Cash Portfolio or Government Portfolio at net
asset value with no initial sales charge. To purchase Class Y shares, you must
meet the $15,000,000 initial investment requirement. You can use a letter of
intent to meet this requirement by buying Class Y shares of a fund over a 13-
month period. To qualify, you must initially invest $5,000,000.
 
Deferred sales charges
 
If Class A shares of the Cash Portfolio or Government Portfolio are acquired by
exchange from another Smith Barney fund subject to a deferred sales charge the
original deferred sales charge will apply to these shares. If you redeem any of
these shares within 12 months of the date you purchased shares of the original
fund, the funds' shares may be subject to a deferred sales charge of 1.00%.
 
The deferred sales charge is based on the net asset value at the time of pur-
chase or redemption, whichever is less, and therefore you do not pay a sales
charge on amounts representing appreciation or depreciation.
 
You do not pay a deferred sales charge on:
 
 . Shares exchanged for shares of another Smith Barney fund
 . Shares that represent reinvested distributions and dividends
 . Shares that are no longer subject to the deferred sales charge
 
If you redeemed shares of a Smith Barney fund in the past 60 days and paid a
deferred sales charge, you may buy shares of the fund at the current net asset
value and be credited with the amount of the deferred sales charge, if you
notify your Salomon Smith Barney Financial Consultant or dealer representative.
 
Salomon Smith Barney receives deferred sales charges as partial compensation
for its expenses in selling shares, including the payment of compensation to
your Salomon Smith Barney Financial Consultant or dealer representative.
 
DEFERRED SALES CHARGE WAIVERS
The deferred sales charge for each share class will generally be waived:
 
 . On certain distributions from a retirement plan
 . For involuntary redemptions of small account balances
 . For 12 months following the death or disability of a shareholder
 
If you want to learn more about additional waivers of deferred sales charges,
contact your Salomon Smith Barney Financial Consultant or dealer representative
or consult the Statement of Additional Information ("SAI").
 
                                                       Smith Barney Mutual Funds
 
                                                                              11
<PAGE>
 
 Buying shares
 
     Through a   You should contact your Salomon Smith Barney Financial Con-
 Salomon Smith   sultant or dealer representative to open a brokerage account
        Barney   and make arrangements to buy shares.
     Financial   
 Consultant or   If you do not provide the following information, your order
        dealer   will be rejected                                            
representative
                 . Specific fund being bought
                 . Class of shares being bought
                 . Dollar amount or number of shares to buy
 
                 You should pay for your shares through your brokerage account
                 at the time you place your order. Salomon Smith Barney or
                 your dealer representative may charge an annual account main-
                 tenance fee.
--------------------------------------------------------------------------------
   Through the   Qualified retirement plans and certain other investors who
        fund's   are clients of the selling group are eligible to buy shares
      transfer   directly from the fund.
         agent
                 . Write the transfer agent at the following address:
                      Smith Barney Money Funds
                      (Specify Portfolio and Class of Shares)
                      c/o First Data Investor Services Group, Inc.
                      P.O. Box 5128
                      Westborough, Massachusetts 01581-5128
 
                 . Enclose a check to pay for the shares. For initial pur-
                   chases, complete and send an account application.
                 . For more Information, call the transfer agent at 1-800-451-
                   2010.
--------------------------------------------------------------------------------
     Through a      
    systematic   You may authorize Salomon Smith Barney, your dealer represen-
    investment   tative or the transfer agent to transfer funds automatically
          plan   from a regular bank account to buy shares on a regular basis.
                     
                 . Amounts transferred should be at least: $25 monthly or $50
                   quarterly.
                 . If you do not have sufficient funds in your account on a
                   transfer date, Salomon Smith Barney, your dealer represen-
                   tative or the transfer agent may charge you a fee.
 
                 For more information, contact your Salomon Smith Barney
                 Financial Consultant, dealer representative or the transfer
                 agent or consult the SAI.
 
Money Market Funds
 
12
<PAGE>
 
 Exchanging shares
 
  Smith Barney   You should contact your Salomon Smith Barney Financial Con-
      offers a   sultant or dealer representative to exchange into other Smith
   distinctive   Barney funds. Be sure to read the prospectus of the Smith
     family of   Barney fund you are exchanging into.
         funds
   tailored to   . You may exchange shares only for shares of the same class of 
 help meet the     another Smith Barney Fund. Not all Smith Barney funds offer 
 varying needs     all classes.                                                
 of both large                                                                 
     and small   . Not all Smith Barney funds may be offered in your state of   
     investors     residence. Contact your Salomon Smith Barney Financial Con- 
                   sultant, dealer representative or the transfer agent.       
                 . You must meet the minimum investment amount for each fund.
                 . If you hold share certificates, the transfer agent must   
                   receive the certificates endorsed for transfer or with       
                   signed stock powers (documents transferring ownership of     
                   certificates) before the exchange is effective.              
                 . The fund may suspend or terminate your exchange privilege if
                   you engage in an excessive pattern of exchanges. 
--------------------------------------------------------------------------------
 Sales charges   Your shares may be subject to an initial sales charge at the
                 time of the exchange. For more information, contact your
                 Salomon Smith Barney Financial Consultant, dealer
                 representative or the transfer agent .

                 Your deferred sales charge (if any) will continue to be mea-
                 sured from the date of your original purchase of another
                 fund's shares subject to a deferred sales charge.
--------------------------------------------------------------------------------
  By telephone   If you do not have a brokerage account, you may be eligible
                 to exchange shares through the transfer agent. You must com-
                 plete an authorization form to authorize telephone transfers.
                 If eligible, you may make telephone exchanges on any day the
                 New York Stock Exchange is open. Call the transfer agent at
                 1-800-451-2010 between 9:00 a.m. and 5:00 p.m. (Eastern
                 time).
 
                                                       Smith Barney Mutual Funds
 
                                                                              13
<PAGE>

                 Requests received after the close of regular trading on the
                 Exchange are priced at the net asset value next determined.
 
                 You can make telephone exchanges only between accounts that
                 have identical registrations.
--------------------------------------------------------------------------------
       By mail   If you do not have a Salomon Smith Barney brokerage account,
                 contact your dealer representative or write to the transfer
                 agent at the address on the opposite page.
 
 Redeeming shares
 
     Generally   Contact your Salomon Smith Barney Financial Consultant or
                 dealer representative to redeem shares of the funds.
 
                 If you hold share certificates, the transfer agent must
                 receive the certificates endorsed for transfer or with signed
                 stock powers before the redemption is effective.
 
                 If the shares are held by a fiduciary or corporation, other
                 documents may be required.
 
                 Your redemption proceeds generally will be sent on the next
                 business day after your request is received in good order.
                 However, if you recently purchased your shares by check, your
                 redemption proceeds will not be sent to you until your origi-
                 nal check clears, which may take up to 15 days.
 
                 If you have a Salomon Smith Barney brokerage account, your
                 redemption proceeds will be placed in your account and not
                 reinvested without your specific instruction. In other cases,
                 unless you direct otherwise, your redemption proceeds will be
                 paid by check mailed to your address of record.
--------------------------------------------------------------------------------
       By mail   For accounts held directly at the funds, send written
                 requests to the transfer agent at the following address:
                   Smith Barney Money Funds
                   (Specify Portfolio and Class of Shares)
                   c/o First Data Investor Services Group, Inc.
                   P.O. Box 5128
                   Westborough, Massachusetts 01581-5128


14  Money Market Funds
<PAGE>
 
                 Your written request must provide the following:
 
                 . Your account number
                 . The class of shares and the dollar amount or number of
                   shares to be redeemed
                 . Signatures of each owner exactly as the account is registered
--------------------------------------------------------------------------------
  By telephone   If you do not have a brokerage account, you may be eligible
                 to redeem shares (except those held in retirement plans) in
                 amounts up to $10,000 per day through the transfer agent. You
                 must complete an authorization form to authorize telephone
                 redemptions. If eligible, you may request redemptions by tel-
                 ephone on any day the New York Stock Exchange is open. Call
                 the transfer agent at 1-800-451-2010 between 9:00 a.m. and
                 5:00 p.m. (Eastern time). Requests received after the close
                 of regular trading on the Exchange are priced at the net
                 asset value next determined.
 
                 Your redemption proceeds can be sent by check to your address
                 of record or by wire transfer to a bank account designated on
                 your authorization form.  You must submit a new authorization 
                 form to change the bank account designated to receive wire 
                 transfers and you may be asked to provide certain other 
                 documents.
 
                                                       Smith Barney Mutual Funds
 
                                                                              15
<PAGE>
 
Other things to know about share transactions
 
When you buy, exchange or redeem shares, your request must be in good order.
This means you have provided the following information, without which your
request will not be processed.
 
 . Name of the fund
 . Account number
 . Class of shares being bought, exchanged or redeemed
 . Dollar amount or number of shares being bought, exchanged or redeemed
 . Signature of each owner exactly as the account is registered
 
A request to purchase shares becomes effective only when Salomon Smith Barney,
a selling group member or the transfer agent receives, or converts the purchase
amount into, federal funds.
 
The transfer agent will try to confirm that any telephone exchange or redemp-
tion request is genuine by recording calls, asking the caller to provide a per-
sonal identification number for the account, sending you a written confirmation
or requiring other confirmation procedures from time to time.
 
SIGNATURE GUARANTEES To be in good order, your redemption request must include
a signature guarantee if you:
   
 . Are redeeming over $10,000 of shares     
 . Are sending signed share certificates or stock powers to the transfer agent
 . Instruct the transfer agent to mail the check to an address different from the
  one on your account
 . Changed your account registration
 . Want the check paid to someone other than the account owner(s)
 . Are transferring the redemption proceeds to an account with a different regis-
  tration
 
You can obtain a signature guarantee from most banks, dealers, brokers, credit
unions and federal savings and loan institutions, but not from a notary public.
 
Each fund has the right to:
 
 . Suspend the offering of shares
 . Waive or change minimum and additional investment amounts
 
Money Market Funds
 
16
<PAGE>
 
 . Reject any purchase or exchange order
 . Change, revoke or suspend the exchange privilege
 . Suspend telephone transactions
 . Suspend or postpone redemptions of shares on any day when trading on the New
  York Stock Exchange is restricted, or as otherwise permitted by the Securi-
  ties and Exchange Commission
 . Pay redemption proceeds by giving you securities. You may pay transaction
  costs to dispose of the securities
 
SMALL ACCOUNT BALANCES If your account falls below $500 ($100 for Retirement
Portfolio) because of a redemption of fund shares, a fund may ask you to bring
your account up to $500 ($100 for Retirement Portfolio). If your account is
still below $500 ($100 for Retirement Portfolio) after 60 days, the fund may
close your account and send you the redemption proceeds.
 
EXCESSIVE EXCHANGE TRANSACTIONS The manager may determine that a pattern of
frequent exchanges is detrimental to the fund's performance and other share-
holders. If so, the funds may limit additional purchases and/or exchanges by
the shareholder.
   
SHARE CERTIFICATES The funds do not issue share certificates unless a written
request signed by all registered owners is made to the transfer agent. If you
hold share certificates, it will take longer to exchange or redeem shares.     
 
                                                       Smith Barney Mutual Funds
 
                                                                              17
<PAGE>
 
Smith Barney 401(k) and ExecChoice/TM/ programs
   
You may be eligible to participate in the Smith Barney 401(k) program or the
Smith Barney ExecChoice(TM) program. The Cash Portfolio and Government Portfo-
lio offer Class A and Class L shares to participating plans as investment
alternatives under the programs. You can meet minimum investment and exchange
amounts by combining the plan's investments in any of the Smith Barney funds.
    
There are no sales charges when you buy or sell shares and the class of shares
you may purchase depends on the amount of your initial investment. Once a class
of shares is chosen, all additional purchases must be of the same class.
 
 . Class A shares may be purchased by plans investing at least $1 million.
 
 . On purchases of less than $1 million, Class L shares will be issued. Class L
  shares are eligible for conversion to Class A shares not later than 8 years
  after the plan joined the program. They are eligible for conversion sooner in
  the following circumstances:
 
  If the account was opened on or after June 21, 1996 and a total of $1 mil-
  lion is invested in Smith Barney Funds Class L shares (other than shares
  of money market funds), all Class L shares are eligible for exchange after
  the plan is in the program 5 years.
     
  If the account was opened before June 21, 1996 and a total of $500,000 is
  invested in Smith Barney Funds Class L shares (other than shares of money
  market funds) on December 31 in any year, all such shares are eligible for
  exchange on or about March 31 of the following year.     
 
For more information, call your Salomon Smith Barney Financial Consultant or
the transfer agent, or consult the SAI.
 
Money Market Funds
 
18
<PAGE>
 
Distributions, dividends and taxes
 
DIVIDENDS Each fund declares a dividend of substantially all of its net invest-
ment income on each day the New York Stock Exchange is open. Income dividends
are paid monthly. Each fund generally makes capital gain distributions, if any,
once a year, typically in December. Each fund may pay additional distributions
and dividends at other times if necessary for the fund to avoid a federal tax.
Each fund expects distributions to be primarily from income. Dividends and cap-
ital gain distributions are reinvested in additional fund shares of the same
class you hold. Alternatively, you can instruct your Salomon Smith Barney
Financial Consultant, dealer representative or the transfer agent to have your
distributions and/or dividends paid in cash. You can change your choice at any
time to be effective as of the next distribution or dividend, except that any
change given to the transfer agent less than five days before the payment date
will not be effective until the next distribution or dividend is paid.
 
TAXES In general, receiving distributions (whether in cash or additional
shares) is a taxable event. However, distributions from Retirement Portfolio
are not taxable to the qualified retirement plans that hold its shares.
 
<TABLE>
<CAPTION>
 Transaction                           Federal tax status
 
<S>                                    <C>
Redemption or exchange of shares       Usually no gain or loss;
                                       loss may result to extent
                                       of any deferred sales
                                       charge
 
Long-term capital gain distributions   Long-term capital gain
 
Short-term capital gain distributions  Ordinary income
 
Dividends                              Ordinary income
</TABLE>
 
Each fund anticipates that it will normally not earn or distribute any long-
term capital gains.
 
After the end of each year, the fund will provide you with information about
the distributions and dividends you received during the previous year. If you
do not provide the fund with your correct taxpayer identification number and
any required certifications, you may be subject to back-up withholding of 31%
of your distributions and dividends. Because each shareholder's circumstances
are different and special tax rules may apply, you should consult your tax
adviser about your investment in the funds.
 
                                                       Smith Barney Mutual Funds
 
                                                                              19
<PAGE>
 
Share price
 
You may buy, exchange or redeem shares at their net asset value, plus any
applicable deferred sales charge, next determined after receipt of your request
in good order. Each fund's net asset value is the value of its assets minus its
liabilities. Net asset value is calculated separately for each class of shares.
Each fund calculates its net asset value at noon, Eastern time, every day the
New York Stock Exchange is open. The Exchange is closed on certain holidays
listed in the SAI.
 
Each fund uses the amortized cost method to value its portfolio securities.
Using this method, a fund constantly amortizes over the remaining life of a
security the difference between the principal amount due at maturity and the
cost of the security to the fund.
 
<TABLE>   
<CAPTION>
                                              Purchase is effective
Form of purchase payment                       and Dividends begin
<S>                                  <C>                         <C>
 . Payment in federal                  If received                At noon,
  funds                               before noon,               Eastern time,
 . Having a suffi-                     Eastern time:              on that day
  cient cash balance
  in your account
  with Salomon Smith
  Barney or a selling
  group member
                                      If received                At noon the
                                      after noon:                next business
                                                                 day
-- -----------------------------------------------------------------------------
 .Other forms of pay-
 ment, with conver-
 sion into, or
 advance of, federal
 funds by Salomon                     At noon on the next business day
 Smith Barney or a                   
 selling group member                  

 .Other forms of
 payment received by
 the transfer agent
------------------------------------------------------------------------------
</TABLE>    
 
Salomon Smith Barney or members of the selling group must promptly transmit all
orders to buy, exchange or redeem shares to the fund's agent.
 
Money Market Funds
 
20
<PAGE>
 
Financial highlights
 
The financial highlights tables are intended to help you understand the perfor-
mance of each fund's classes for the past 5 years. Certain information reflects
financial results for a single share. Total return represents the rate that a
shareholder would have earned (or lost) on a fund share assuming reinvestment
of all dividends and distributions. The information in the following tables was
audited by KPMG LLP, independent accountants, whose report, along with the
funds' financial statements, are included in the annual report (available upon
request).
 
CASH PORTFOLIO
 
 For a Class A share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>   
<CAPTION>
                                        1998    1997    1996    1995    1994
-----------------------------------------------------------------------------
 <S>                                  <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year    $1.00   $1.00   $1.00   $1.00   $1.00
-----------------------------------------------------------------------------
 Income from operations:
 Net investment income                 0.050   0.050   0.050   0.054   0.037
-----------------------------------------------------------------------------
 Total income from operations          0.050   0.050   0.050   0.054   0.037
-----------------------------------------------------------------------------
 Less distributions from:
 Net investment income                (0.050) (0.050) (0.050) (0.054) (0.037)
-----------------------------------------------------------------------------
 Total distributions                  (0.050) (0.050) (0.050) (0.054) (0.037)
-----------------------------------------------------------------------------
 Net asset value, end of year          $1.00   $1.00   $1.00   $1.00   $1.00
-----------------------------------------------------------------------------
 Total return                          5.07%   5.12%   4.98%   5.53%   3.73%
-----------------------------------------------------------------------------
 Net assets, end of year (billions)      $40     $31     $27     $23     $18
-----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses                              0.63%   0.64%   0.62%   0.62%   0.64%
 Net investment income                 4.95    5.01    4.87    5.39    4.10
-----------------------------------------------------------------------------
</TABLE>    
       
                                                       Smith Barney Mutual Funds
 
                                                                              21
<PAGE>
 
CASH PORTFOLIO
 
For A Class L(/1/) share of capital stock outstanding throughout each year 
ended December 31:
<TABLE>   
<CAPTION>
                                   1998    1997    1996    1995  1994(/2/)
-------------------------------------------------------------------------------
 <S>                            <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of
 year                             $1.00   $1.00   $1.00   $1.00      $1.00
-------------------------------------------------------------------------------
 Income from operations:
 Net investment income            0.050   0.051   0.050   0.054      0.007
-------------------------------------------------------------------------------
 Total income from
 operations                       0.050   0.051   0.050   0.054      0.007
-------------------------------------------------------------------------------
 Less distributions from:
 Net investment income          (0.050) (0.051) (0.050) (0.054)    (0.007)
-------------------------------------------------------------------------------
 Total distributions            (0.050) (0.051) (0.050) (0.054)    (0.007)
-------------------------------------------------------------------------------
 Net asset value, end of year     $1.00   $1.00   $1.00   $1.00      $1.00
-------------------------------------------------------------------------------
 Total return                     5.12%   5.17%   4.98%   5.53%      0.70%(/3/)
-------------------------------------------------------------------------------
 Net assets, end of year
 (millions)                        $0.4      $2      $2      $2         $1
-------------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses                         0.59%   0.59%   0.62%   0.62% 0.62%(/4/)
 Net investment income            5.07    5.05    4.87    5.39 4.77 (/4/)
-------------------------------------------------------------------------------
</TABLE>    
          
(/1/) On June 12, 1998, Class C shares were renamed Class L shares.
(/2/) Inception date is November 10, 1994.     
   
(/3/) Not annualized.     
    
(/4/) Annualized.    

Money Market Funds
 
22
<PAGE>
 
CASH PORTFOLIO
 
For a Class Y share of capital stock outstanding throughout each year ended
December 31:
<TABLE>   
<CAPTION>
                             1998     1997    1996    1995  1994(/1/)
--------------------------------------------------------------------------------
 <S>                       <C>     <C>     <C>     <C>     <C>
 Net asset value,
 beginning of year          $1.00    $1.00   $1.00   $1.00      $1.00
--------------------------------------------------------------------------------
 Income from
 operations:
 Net investment income
                            0.052    0.052   0.051   0.054      0.0004
--------------------------------------------------------------------------------
 Total income from
 operations                 0.052    0.052   0.051   0.054      0.0004
--------------------------------------------------------------------------------
 Less distributions from:
 Net investment income     (0.052)  (0.052) (0.051)  (0.054)   (0.0004)
--------------------------------------------------------------------------------
 Total distributions       (0.052)  (0.052) (0.051)  (0.054)   (0.0004)
--------------------------------------------------------------------------------
 Net asset value, end of
 year                       $1.00    $1.00   $1.00    $1.00     $1.00
--------------------------------------------------------------------------------
 Total return               5.29%    5.32%    5.09%    5.50%     0.40%(/2/)
--------------------------------------------------------------------------------
 Net assets, end of year
 (millions)                 $159      $64      $52      $30      $0.5
--------------------------------------------------------------------------------
 Ratios to average net
 assets:
 Expenses                   0.42%    0.43%    0.52%    0.51%     0.53%(/3/)
 Net investment income
                            5.17     5.22     4.97     5.29      5.23(/3/)
--------------------------------------------------------------------------------
</TABLE>    
          
(/1/) Inception date is December 29, 1994.     
   
(/2/) Not Annualized.    
   
(/3/) Annualized.     
 
                                                       Smith Barney Mutual Funds
 
                                                                              23
<PAGE>
 
       
GOVERNMENT PORTFOLIO
 
For a Class A share of capital stock outstanding throughout each year ended
December 31:
<TABLE>   
<CAPTION>
                                         1998    1997    1996    1995    1994
-----------------------------------------------------------------------------
 <S>                                    <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year     $1.00   $1.00   $1.00   $1.00   $1.00
-----------------------------------------------------------------------------
 Income from operations:
 Net investment income                 0.049   0.049   0.048   0.053   0.036
-----------------------------------------------------------------------------
 Total income from operations          0.049   0.049   0.048   0.053   0.036
-----------------------------------------------------------------------------
 Less distributions from:
 Net investment income                 (0.049) (0.049) (0.048) (0.053) (0.036)
-----------------------------------------------------------------------------
 Total distributions                   (0.049) (0.049) (0.048) (0.053) (0.036)
-----------------------------------------------------------------------------
 Net asset value, end of year           $1.00   $1.00   $1.00   $1.00   $1.00
-----------------------------------------------------------------------------
 Total return                            5.00%   5.04%   4.89%   5.45%   3.63%
-----------------------------------------------------------------------------
 Net assets, end of year (billions)        $5      $5      $4      $4      $4
-----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses                                0.60%   0.61%   0.61%   0.60%   0.61%
 Net investment income                   4.88    4.92    4.78    5.31    4.03
-----------------------------------------------------------------------------
</TABLE>    
 
Money Market Funds
 
24
<PAGE>
 
GOVERNMENT PORTFOLIO
 
For a Class L(/1/) share of capital stock outstanding throughout each year 
ended December 31:
<TABLE>   
<CAPTION>
                                   1998      1997      1996      1995  1994(/2/)
--------------------------------------------------------------------------------
 <S>                            <C>      <C>       <C>       <C>       <C>
 Net asset value, beginning
 of year                          $1.00     $1.00     $1.00     $1.00     $1.00
--------------------------------------------------------------------------------
 Income from operations:
 Net investment income            0.049     0.049     0.048     0.053     0.036
--------------------------------------------------------------------------------
 Total income from
 operations                       0.049     0.049     0.048     0.053     0.036
--------------------------------------------------------------------------------
 Less distributions from:
 Net investment income           (0.049)  (0.049)   (0.048)   (0.053)    (0.036)
--------------------------------------------------------------------------------
 Total distributions             (0.049)  (0.049)   (0.048)   (0.053)    (0.036)
--------------------------------------------------------------------------------
 Net asset value, end of year     $1.00     $1.00     $1.00     $1.00     $1.00
--------------------------------------------------------------------------------
 Total return                      5.01%     5.04%     4.89%     5.46%     3.63%
--------------------------------------------------------------------------------
 Net assets, end of year
 (millions)                        $0.2      $0.5        $1        $2        $4
--------------------------------------------------------------------------------
 Ratios to average net
 assets:
 Expenses                          0.59%     0.61%     0.61%     0.60%     0.61%
 Net investment income             4.94      4.90      4.78      5.36      4.77
--------------------------------------------------------------------------------
</TABLE>    
          
(/1/) On June 12, 1998, Class C shares were renamed Class L shares.
(/2/) Represents previously issued Class B shares which were renamed Class C
      shares on November 7, 1994.     
 
                                                       Smith Barney Mutual Funds
 
                                                                              25
<PAGE>
 
GOVERNMENT PORTFOLIO
 
 For a Class Y share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>   
<CAPTION>
                                         1998    1997    1996    1995  1994(/1/)
-------------------------------------------------------------------------------
 <S>                                  <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year     $1.00   $1.00   $1.00   $1.00    $1.00
-------------------------------------------------------------------------------
 Income from operations:
 Net investment income                  0.050   0.050   0.049   0.054    0.036
-------------------------------------------------------------------------------
 Total income from operations           0.050   0.050   0.049   0.054    0.036
-------------------------------------------------------------------------------
 Less distributions from:
 Net investment income                 (0.050) (0.050) (0.049) (0.054)  (0.036)
-------------------------------------------------------------------------------
 Total distributions                   (0.050) (0.050) (0.049) (0.054)  (0.036)
-------------------------------------------------------------------------------
 Net asset value, end of year           $1.00   $1.00   $1.00   $1.00    $1.00
-------------------------------------------------------------------------------
 Total return                            5.13%   5.14%   4.99%   5.55%    3.65%
-------------------------------------------------------------------------------
 Net assets, end of year (millions)        $4      $7     $52      $5       $1
-------------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses                                0.48%   0.51%   0.51%   0.50%    0.60%
 Net investment income                   5.06    4.98    4.88    5.51     3.58
-------------------------------------------------------------------------------
</TABLE>    
          
(/1/) Represents previously issued Class C shares, which were renamed Class Y
      shares on November 7, 1994.     
 
Money Market Funds
 
26
<PAGE>
 
 
RETIREMENT PORTFOLIO
For a Class A share of capital stock outstanding throughout each year ended
December 31:
<TABLE>   
<CAPTION>
                                         1998    1997    1996    1995    1994
-----------------------------------------------------------------------------
 <S>                                  <C>     <C>     <C>     <C>     <C>
 Net asset value, beginning of year     $1.00   $1.00   $1.00   $1.00   $1.00
-----------------------------------------------------------------------------
 Income from operations:
 Net investment income (1)              0.049   0.049   0.048   0.053   0.036
-----------------------------------------------------------------------------
 Total income from operations           0.049   0.049   0.048   0.053   0.036
-----------------------------------------------------------------------------
 Less distributions from:
 Net investment income                 (0.049) (0.049) (0.048) (0.053) (0.036)
-----------------------------------------------------------------------------
 Total distributions                   (0.049) (0.049) (0.048) (0.053) (0.036)
-----------------------------------------------------------------------------
 Net asset value, end of year           $1.00   $1.00   $1.00   $1.00   $1.00
-----------------------------------------------------------------------------
 Total return                            5.04%   5.03%   4.86%   5.42%   3.67%
-----------------------------------------------------------------------------
 Net assets, end of year (billions)        $2      $1      $1      $1      $1
-----------------------------------------------------------------------------
 Ratios to average net assets:
 Expenses(1)(2)                          0.70%   0.71%   0.71%   0.72%   0.70%
 Net investment income                   4.92    4.92    4.75    5.28    3.57
-----------------------------------------------------------------------------
</TABLE>    
   
(/1/) The investment manager waived a portion of their management fees for the
      year ended December 31, 1998. If such fees were not waived, the per share
      decrease on net investment income and the actual expense ratio would have
      been 0.0002 and 0.72%, respectively.     
   
(/2/) As a result of the 0.70% voluntary expense limitation for the ratio of
      expenses to average net assets, the investment manager will reimburse fees
      for the amount that exceeds the limitation.     
 
                                                       Smith Barney Mutual Funds
 
                                                                              27
<PAGE>
 
                                                              SalomonSmithBarney
                                                    ----------------------------
                                                    A member of citigroup [LOGO]
 
MONEY MARKET FUNDS
 
SHAREHOLDER REPORTS Annual and semiannual reports to shareholders provide addi-
tional information about the funds' investments. These reports discuss the mar-
ket conditions and investment strategies that affected the funds' performance.
 
The funds send only one report to a household if more than one account has the
same address. Contact your Salomon Smith Barney Financial Consultant, dealer
representative or the transfer agent if you do not want this policy to apply to
you.
 
STATEMENT OF ADDITIONAL INFORMATION The statement of additional information
provides more detailed information about the funds and is incorporated by ref-
erence into (is legally part of) this prospectus.
 
You can make inquiries about the funds or obtain shareholder reports or the
statement of additional information (without charge) by contacting your Salomon
Smith Barney Financial Consultant or dealer representative, by calling the
funds at 1-800-451-2010, or by writing to the funds at Smith Barney Mutual
Funds, 388 Greenwich Street, MF2, New York, New York 10013.
 
Visit our web site. Our web site is located at www.smithbarney.com
   
You can also copy and review the funds' shareholder reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. You can get copies of these materials
for a duplicating fee by writing to the Public Reference Section of the Commis-
sion, Washington, D.C. 20549-6009. Information about the public reference room
may be obtained by calling 1-800-SEC-0330. You can get the same information
free from the Commission's Internet web site at http:www.sec.gov     
 
If someone makes a statement about the funds that is not in this prospectus,
you should not rely upon that information. Neither the funds nor the distribu-
tor is offering to sell shares of the funds to any person to whom the funds may
not lawfully sell their shares.
 
/SM/Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.

   
(Investment Company Act file no. 811-02490)     
                                                                  
                                                             FD 2322 4/99    



 
[Logo] Smith Barney Mutual 
       Investing for your future.
       Every day.


       PROSPECTUS                      



       MONEY 
       MARKET FUNDS

       Class Z Shares
       ----------------------------------------------------------------------
       April 30, 1999

       The Securities and Exchange Commission has not approved or disapproved
       these securities or determined whether this prospectus is accurate or
       complete. Any statement to the contrary is a crime.

<PAGE>
 
Money Market Funds
 
Contents
 
<TABLE>   
<S>                                                                          <C>
Fund goals and main strategies..............................................   2
 
Risks, performance and expenses.............................................   3
 
Management..................................................................   7
 
Buying, selling and exchanging Class Z shares................................  8
 
Share price.................................................................   9
 
Distributions, dividends and taxes..........................................  10
 
Financial highlights........................................................  11
</TABLE>      

    
The Class Z shares described in this prospectus are offered exclusively for
sale to tax-exempt employee benefit and retirement plans of Salomon Smith Bar-
ney Inc. and any of its affiliates.     
 
You should know: An investment in a fund is not a bank deposit and is not
insured or guaranteed by the FDIC or any other government agency. There is no
assurance that each fund will be able to maintain a stable net asset value of
$1.00 per share.
 
 
                                                       Smith Barney Mutual Funds
 
                                                                              1
<PAGE>
 
   
Fund goals and main strategies     
 
Investment objectives
Each fund seeks maximum current income and preservation of capital.
 
Key investments
Government Portfolio The fund invests exclusively in U.S. government obliga-
tions, including mortgage-backed securities and related repurchase agreements.
 
Cash Portfolio The fund invests in high quality, U.S. dollar denominated short
term debt securities. These may include obligations issued by U.S. and foreign
banks, the U.S. government, its agencies or instrumentalities, U.S. states and
municipalities and U.S. and foreign corporate issuers. The fund will invest at
least 25% of its assets in obligations of domestic and foreign banks. Either
the principal amount of each obligation must be fully insured by the FDIC or
the issuing bank must have more than $100 million of working capital or more
than $1 billion of total assets.
 
Cash Portfolio may invest in all types of money market securities including
commercial paper, certificates of deposit, bankers' acceptances, mortgage-
backed and asset-backed securities, repurchase agreements and other short term
debt securities. The funds limit foreign investments to issuers located in
major industrialized countries.
   
Minimum credit quality Cash Portfolio invests in commercial paper and other
short-term obligations rated by a nationally recognized rating organization in
the highest short term rating category, or if unrated, of equivalent quality,
and in other corporate obligations and municipal obligations rated in the two
highest rating categories, or if unrated, of equivalent quality. Government
Portfolio invests exclusively in securities rated in the highest short-term
rating category, or if unrated, of equivalent quality.     
 
Maximum maturity Each fund invests exclusively in securities having remaining
maturities of 397 days or less. Each fund maintains a dollar-weighted average
portfolio maturity of 90 days or less.
 
Selection process
In selecting investments for the funds, the manager looks for:
 
 . The best relative values based on an analysis of yield, price, interest rate
  sensitivity and credit quality
 . Issuers offering minimal credit risk
 . Maturities consistent with the manager's outlook for interest rates
 
Money Market Funds--Class Z Shares
 
 2
<PAGE>
 
Risks, performance and expenses
   
All investments involve some degree of risk. However, each fund is a "money
market fund" and, as such, seeks income by investing in short-term debt securi-
ties that meet strict standards established by the Board of Directors based on
special rules for money market funds adopted under federal law.     
 
Principal risks of investing in the funds
Although the funds seek to preserve the value of your investment at $1 per
share, it is possible to lose money by investing in the funds, or the funds
could underperform other short term debt instruments or money market funds if:
 
 . Interest rates rise sharply.
 . An issuer or guarantor of the funds' securities defaults, or has its credit
  rating downgraded.
 . The manager's judgment about the value or credit quality of a particular secu-
  rity proves to be incorrect.
   
Cash Portfolio invests at least 25% of its assets in obligations of domestic
and foreign banks and, as a result, is more susceptible to events affecting the
banking industry. The value of the funds' foreign securities may go down
because of unfavorable government actions or political instability.     
 
Who may want to invest
The funds may be an appropriate investment if you:
 
 . Are seeking current income
 . Are looking for an investment with lower risk than most other types of funds
 . Are looking to allocate a portion of your assets to money market securities
 
                                                       Smith Barney Mutual Funds
 
                                                                              3
<PAGE>
 
 
Total return
The bar charts indicate the risks of investing in the funds by showing changes
in the funds' performance from year to year. Past performance does not neces-
sarily indicate how a fund will perform in the future.
                         
                      Total Return for Class Z Shares     
                                 
                              Cash Portfolio     

                           [BAR GRAPH APPEARS HERE]

                    95          96          97          98

                   5.63%       5.06%      5.33%       5.29%

                        Calendar year ended December 31

   
The bar chart shows the performance of the fund's Class Z shares for the last
four full calendar years since inception on November 15, 1994.     
 
Quarterly returns:
   
Highest: 1.42% in 2nd quarter 1995; Lowest: 1.20% in 2nd quarter 1996     
                         
                      Total Return for Class Z Shares     
                              
                           Government Portfolio     

                           [BAR GRAPH APPEARS HERE]

                    95          96          97           98

                  5.56%       4.99%        5.14%        5.13%

                        Calendar year ended December 31

   
The bar chart shows the performance of the fund's Class Z shares for the last
four full calendar years since inception on November 9, 1994.     
 
Quarterly returns:
   
Highest: 1.29% in 4th quarter 1997; Lowest: 1.19% in 2nd quarter 1996     
 
Money Market Funds--Class Z Shares
 
 4
<PAGE>
 
 
Comparative performance
   
The table indicates the risks of investing in the funds by comparing the
average annual total return of Class Z shares of the funds for the periods
shown. This table assumes redemption of shares at the end of the period and
reinvestment of distributions and dividends.     
 
                          Average Annual Total Returns
                     Calendar Years Ended December 31, 1998
<TABLE>   
<CAPTION>
Fund                  1 year 5 years Since inception Inception Date
<S>                   <C>    <C>     <C>             <C>
Cash Portfolio        5.29%    N/A        5.30%         11/15/94
Government Portfolio  5.13%    N/A        5.16%          11/9/94
</TABLE>    
          


As of December 31, 1998, the 7-day yield for Cash Portfolio and Government
Portfolio was 4.66% and 4.52%, respectively.     
 
                                                       Smith Barney Mutual Funds
 
                                                                              5
<PAGE>
 
 
Fees and expenses
The table sets forth the fees and expenses you will pay if you invest in the
funds' shares.
 
                                Shareholder fees
<TABLE>   
<CAPTION>
                                                  Cash      Government
(fees paid directly from your investment)         Portfolio Portfolio
<S>                                               <C>       <C>
Maximum sales charge (load) imposed on purchases    None       None
 
Maximum deferred sales charge (load)                None       None
 
                         Annual fund operating expenses
<CAPTION>
                                                  Cash      Government
(expenses deducted from fund assets)              Portfolio Portfolio
<S>                                               <C>       <C>
Management fee                                      0.39%      0.42%
 
Distribution and service (12b-1) fee                 --         --

    
    
Other expenses                                     0.04       0.05
                                                  ----        ----
Total annual fund operating expenses               0.43%      0.47%
     
        
 
Example
This example helps you compare the costs of investing in the funds with the
costs of investing in other mutual funds. Your actual costs may be higher or
lower. The example assumes:
 
 .You invest $10,000 in the fund for the period shown
 .Your investment has a 5% return each year
 .You reinvest all distributions and dividends without a sales charge
 .Redemption of your shares at the end of the period
 
                      Number of years you own your shares

</TABLE>
<TABLE>   
<CAPTION>
                      1 year 3 years 5 years 10 years
<S>                   <C>    <C>     <C>     <C>
Cash Portfolio         $44    $138    $241     $542
 
Government Portfolio   $48    $151    $263     $591
</TABLE>    
 
Money Market Funds--Class Z Shares
 
 6
<PAGE>
 
 
Management
 
Manager The fund's investment manager is SSBC Fund Management Inc., an affili-
ate of Salomon Smith Barney Inc. The manager's address is 388 Greenwich Street,
New York, New York 10013. The manager selects each fund's investments and
oversees its operations. The manager and Salomon Smith Barney are subsidiaries
of Citigroup Inc. Citigroup businesses produce a broad range of financial serv-
ices--asset management, banking and consumer finance, credit and charge cards,
insurance, investments, investment banking and trading--and use diverse chan-
nels to make them available to consumer and corporate customers around the
world.
 
Management fee For its services, the manager received a fee during each fund's
last fiscal year equal to the amount shown below.
 
     Management fee as a percentage of the fund's average daily net assets
<TABLE>   
<CAPTION>
Fund
<S>                   <C>
Cash Portfolio        0.39%
 
Government Portfolio  0.42%
</TABLE>    
   
Distributor Each fund has entered into an agreement with CFBDS, Inc. to dis-
tribute the fund's shares.     
 
Year 2000 issue Information technology experts are concerned about computer
systems' ability to process date-related information on and after January 1,
2000. This situation, commonly known as the "Year 2000" issue, could have an
adverse impact on the funds. The manager and Salomon Smith Barney are address-
ing the Year 2000 issue for their systems. The cost of addressing the Year 2000
issue, if substantial, could adversely affect companies and governments that
issue securities held by the funds. Each fund has been informed by its other
service providers that they are taking similar measures. Although the funds do
not expect the Year 2000 issue to adversely affect them, the funds cannot guar-
antee that their efforts (limited to requesting and receiving reports from
their service providers) or their service providers to correct the problem will
be successful.
 
                                                       Smith Barney Mutual Funds
 
                                                                              7
<PAGE>
 
 
 Buying, selling and exchanging Class Z shares
 
     Through a   You may buy, sell or exchange Class Z shares only through a
     qualified   "qualified plan." A qualified plan is a tax-exempt employee
          plan   benefit or retirement plan of Salomon Smith Barney, Inc. or
                 one of its affiliates.
 
                 There are no minimum investment requirements for Class Z
                 shares. However, each fund reserves the right to change this
                 policy at any time.
--------------------------------------------------------------------------------
 
        Buying      
                 Orders to buy Class Z shares must be made in accordance with
                 the terms of a qualified plan. If you are a participant in a
                 qualified plan, you may place an order with your plan to buy
                 Class Z shares at net asset value, without any sales charge.
                 Payment is due to Salomon Smith Barney on settlement date,
                 which is the third business day after your order is accepted.
                 If you make payment prior to this date, you may designate a
                 temporary investment (such as a money market fund of the
                 Smith Barney Mutual Funds) for payment until settlement date.
                 Each fund reserves the right to reject any order to buy
                 shares and to suspend the offering of shares for a period of
                 time.     
--------------------------------------------------------------------------------
 
       Selling   Qualified plans may redeem their shares on any day on which
                 the fund calculates its net asset value. You should consult
                 the terms of your qualified plan for special redemption pro-
                 visions.
--------------------------------------------------------------------------------
 
    Exchanging   You should consult your qualified plan for information about
                 available exchange options.
 
Money Market Funds--Class Z Shares
 
 8
<PAGE>
 
 
 Share price
 
Qualified plans may buy, exchange or redeem Class Z shares of each fund at the
net asset value next determined after receipt of your request in good order.
Each fund's net asset value is the value of its assets minus its liabilities.
Net asset value is calculated separately for each class of shares. Each fund
calculates net asset value at noon, Eastern time, every day the New York Stock
Exchange is open. The Exchange is closed on certain holidays listed in the SAI.
 
Each fund uses the amortized cost method to value its portfolio securities.
Using this method, a fund constantly amortizes over the remaining life of a
security the difference between the principal amount due at maturity and the
cost of the security to the fund.
 
<TABLE>   
<CAPTION>
                                                     Purchase is effective and
Form of purchase payment                                  Dividends begin
<S>                                                  <C>          <C>
 . Payment in federal funds                           If received  At noon,
                                                     before noon, Eastern
                                                     Eastern      time, on
                                                     time:        that day
 
 . Having a sufficient cash balance in your account   If received  At noon the
  with Salomon Smith Barney or a selling group       after noon:  next
  member                                                          business day
------------------------------------------------------------------------------
 . Other forms of payment, with conversion into, or   At noon on the next
  advance of, federal funds by Salomon Smith Barney  business day
  or a selling group member
 
 . Other forms of payment received by the transfer
  agent
------------------------------------------------------------------------------
</TABLE>    
 
In order to buy, redeem or exchange shares at that day's price, you must place
your order with your qualified plan before the New York Stock Exchange closes.
If the New York Stock Exchange closes early, you must place your order with
your qualified plan prior to the actual closing time. Otherwise, you will
receive the next business day's price.
 
Your qualified plan must transmit all orders to buy, exchange or redeem shares
to the funds' agent before the agent's close of business.
 
                                                       Smith Barney Mutual Funds
 
                                                                              9
<PAGE>
 
 
 Distributions, dividends and taxes
   
Dividends Each fund generally makes capital gain distributions, if any, once a
year, typically in December. Each fund may pay additional distributions and
dividends at other times if necessary for the fund to avoid a federal tax. Cap-
ital gain distributions and dividends are reinvested in additional Class Z
shares. Each fund expects distributions to be primarily from income. A sales 
charge is paid on reinvested distributions or dividends. Alternatively, a
shareholder can instruct its Salomon Smith Barney Financial Consultant, dealer 
representative or the transfer agent to have its distributions and/or dividends 
paid in cash. The choice to receive cash may be changed at any time to be 
effective as of the next distribution or dividend, except that any change given 
to the transfer agent less than five days before the payment date will not be 
effective until the next distribution or dividend is paid.     
   
Taxes In general, redeeming Class Z shares, exchanging Class Z shares and
receiving distributions or dividends (whether in cash or additional Class Z 
shares) are all non-taxable events for purposes of federal income taxation.    
 
Each fund anticipates that it will normally not earn or distribute any long-
term capital gains.
   
After the end of each year, each fund will provide you with information about
the distributions and dividends paid during the previous year. If you do 
not provide your qualified plan with your correct taxpayer identification
number and any required certifications, you may be subject to back-up withhold-
ing of 31% of your distributions, dividends, and redemption proceeds.     
 
Because each shareholder's circumstances are different and special tax rules
may apply, you should consult with your tax adviser about your investment in
the funds.
 
Money Market Funds--Class Z Shares
 
10
<PAGE>
 
 Financial highlights
 
The financial highlights tables are intended to help you understand the perfor-
mance of each fund's Class Z shares for the past 5 years. Certain information
reflects financial results for a single share. Total return represents the rate
that a shareholder would have earned (or lost) on a fund share assuming rein-
vestment of all dividends and distributions. The information in the following
tables was audited by KPMG LLP, independent accountants, whose report, along
with the funds' financial statements, are included in the annual report (avail-
able upon request).
 
Cash Portfolio
 
 For a Class Z share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>   
<CAPTION>
                              1998    1997    1996    1995  1994(/1/)
---------------------------------------------------------------------
 <S>                       <C>     <C>     <C>     <C>     <C>
 Net asset value,
 beginning of year           $1.00   $1.00   $1.00   $1.00      $1.00
---------------------------------------------------------------------
 Income from
 operations:
 Net investment income
                             0.052   0.052   0.051   0.055      0.006
---------------------------------------------------------------------
 Total income from
 operations                  0.052   0.052   0.051   0.055      0.006
---------------------------------------------------------------------
 Less distributions from:
 Net investment income     (0.052) (0.052) (0.051) (0.055)    (0.006)
---------------------------------------------------------------------
 Total distributions       (0.052) (0.052) (0.051) (0.055)    (0.006)
---------------------------------------------------------------------
 Net asset value, end of
 year                        $1.00   $1.00   $1.00   $1.00      $1.00
---------------------------------------------------------------------
 Total return                5.29%   5.33%   5.06%   5.63% 0.60%(/2/)
---------------------------------------------------------------------
 Net assets, end of year
 (millions)                     $2      $6      $6      $5         $5
---------------------------------------------------------------------
 Ratios to average net
 assets:
 Expenses                    0.43%   0.44%   0.53%   0.52% 0.47%(/3/)
 Net investment income
                             5.21    5.21    4.96    5.49  5.12(/3/)
---------------------------------------------------------------------
</TABLE>    
(/1/) For the period from November 15, 1994 (inception date) to December 31,
      1994.
(/2/) Not annualized.
(/3/) Annualized.
 
                                                      Smith Barney Mutual Funds
 
                                                                              11
<PAGE>
 
Government Portfolio
 
 For a Class Z share of capital stock outstanding throughout each year ended
 December 31:
<TABLE>   
<CAPTION>
                              1998    1997    1996    1995  1994(/1/)(/2/)
---------------------------------------------------------------------
 <S>                       <C>     <C>     <C>     <C>     <C>
 Net asset value,
 beginning of year           $1.00   $1.00   $1.00   $1.00      $1.00
---------------------------------------------------------------------
 Income from
 operations:
 Net investment income
                             0.050   0.050   0.049   0.054      0.007
---------------------------------------------------------------------
 Total income from
 operations                  0.050   0.050   0.049   0.054      0.007
---------------------------------------------------------------------
 Less distributions from:
 Net investment income     (0.050) (0.050) (0.049) (0.054)    (0.007)
---------------------------------------------------------------------
 Total distributions       (0.050) (0.050) (0.049) (0.054)    (0.007)
---------------------------------------------------------------------
 Net asset value, end of
 year                        $1.00   $1.00   $1.00   $1.00      $1.00
---------------------------------------------------------------------
 Total return                5.13%   5.14%   4.99%   5.56% 0.70%(/3/)
---------------------------------------------------------------------
 Net assets, end of year
 (millions)                    $57     $51     $37     $31        $30
---------------------------------------------------------------------
 Ratios to average net
 assets:
 Expenses                    0.47%   0.51%   0.51%   0.50% 0.51%(/4/)
 Net investment income
                             5.01    5.03    4.88    5.42  4.93(/4/)
---------------------------------------------------------------------
</TABLE>    
(/1/) On November 7, 1994, the former Class Y shares were renamed Class Z 
      shares.
(/2/) For the period from November 9, 1994 (inception date) to December 31,
      1994.
(/3/) Not annualized.
(/4/) Annualized.
 
Money Market Funds--Class Z Shares
 
12
<PAGE>
 
                     This page is intentionally left blank
<PAGE>
 
                     This page is intentionally left blank
<PAGE>
 
SALOMON SMITH BARNEY (SM)
a member of citigroup [Symbol]

Money Market Funds
 
Shareholder reports Annual and semiannual reports to shareholders provide addi-
tional information about the funds' investments. These reports discuss the mar-
ket conditions and investment strategies that affected the funds' performance.
 
The fund sends only one report to a household if more than one account has the
same address. Contact your qualified plan or the transfer agent if you do not
want this policy to apply to you.

Statement of additional information The statement of additional information
provides more detailed information about the funds and is incorporated by ref-
erence into (is legally a part of) this prospectus.
 
You can make inquiries about the funds or obtain shareholder reports or the
statement of additional information (without charge) by contacting your quali-
fied plan, [by calling the fund at 1-800-451-2010, or by writing to the funds
at Smith Barney Mutual Funds, 388 Greenwich Street, MF2, New York, New York
10013].
 
Visit our web site. Our web site is located at www.smithbarney.com
   
You can also copy and review the funds' shareholder reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. You can get copies of these materials
for a duplicating fee by writing to the Public Reference Section of the Commis-
sion, Washington, D.C. 20549-6009. Information about the public reference room
may be obtained by calling 1-800-SEC-0330. You can get the same information
free from the Commission's Internet web site at http:www.sec.gov     
 
If someone makes a statement about the funds that is not in this prospectus,
you should not rely upon that information. Neither the funds nor the distribu-
tor is offering to sell shares of the funds to any person to whom the funds may
not lawfully sell its shares.
 
SMSalomon Smith Barney is a service mark of Salomon Smith Barney Inc.
   
(Investment Company Act file no. 811-02490)     
                                                                 
                                                             FD 0669 4/99    


Part B:	Statement of Additional Information 

April 30, 1999

STATEMENT OF ADDITIONAL INFORMATION

SMITH BARNEY MONEY FUNDS, INC.
388 Greenwich Street
New York, New York 10013
   (800) 451-2010     

Class A Shares
Class L Shares
Class Y Shares
Class Z Shares

Smith Barney Money Funds, Inc. (the "Company") is a money 
market fund that invests in high quality money market 
instruments.  The Company seeks to provide:

Daily Income
Convenience
Daily Liquidity
Stability of Net Asset Value

Shares of the Company are currently offered in three 
Portfolios (each, a "fund"):

Cash Portfolio
Government Portfolio
Retirement Portfolio

This Statement of Additional information is not a Prospectus. 
 It is intended to provide more detailed information about the 
Company as well as matters already discussed in the Prospectus 
and therefore should be read in conjunction with the April 30, 
1999 Prospectus which may be obtained from the Company or a 
Salomon Smith Barney Financial Consultant.

CONTENTS
   
Directors and Executive Officers	    2
Investment Objectives and Management Policies	    3
Risk Factors	    7
Investment Restrictions and Fundamental Policies	    7
Computation of Yield	   9
Valuation of Shares and Amortized Cost Valuation	   9
IRA and Other Prototype Retirement Plans	  10
Purchase of Shares	  11
Redemption of Shares	  12
Exchange Privilege	  15
Taxes	  15
Investment Management and Other Services	  16
Additional Information about the Funds	  18
Voting Rights	  18
Financial Statements	  20
Appendix A - Securities Ratings	  A-1
    
In all cases, there can be no assurance that a fund will 
achieve its investment objective.

Shares of the funds are not insured or guaranteed by the U.S. 
Government.  There is no assurance that each fund will be able 
to maintain a stable net asset value of $1.00 per share.


DIRECTORS AND EXECUTIVE OFFICERS
   
Overall responsibility for management and supervision of each 
fund rests with the Company's Board of Directors.  The 
directors approve all significant agreements between the 
Company and the companies that furnish services to the Company 
and the funds, including agreements with the Company's 
distributor, investment manager, custodian, transfer agent and 
dividend disbursing agent.  The day-to-day operations of each 
fund are delegated to that fund's investment manager.  The 
directors and executive officers of the Company, together with 
information as to their principal business occupations during 
the past five years are shown below. Each Director who is an 
"interested person" of the Company, as defined in the 
Investment Company Act of 1940, as amended (the "1940 Act"), 
is indicated by an asterisk.  

JANE F. DASHER, Director
Investment Officer; Korsant Partners, a family investment 
company, 283 Greenwich Avenue, Greenwich, Connecticut 06830; 
 Prior to 1997, Independent Financial Consultant from 1975 to 
1987, held various positions with Philip Morris Companies, 
Inc. including Director of Financial Services, Treasurers 
Department; 49.

DONALD R. FOLEY, Director
Retired; 3668 Freshwater Drive, Jupiter, Florida 33477; 
Formerly Vice President of Edwin Bird Wilson, Incorporated (an 
advertising agency); 76.

PAUL HARDIN, Director
Professor of Law at University of North Carolina at Chapel 
Hill; 12083 Morehead, Chapel Hill, North Carolina 27514; 
Director of The Summit Bancorporation; Formerly, Chancellor of 
the University of North Carolina at Chapel Hill; 67.

*HEATH B. McLENDON, Chairman of the Board, President and Chief 
Executive Officer 
Managing Director of Salomon Smith Barney and President of 
SSBC Fund Management Inc. ("SSBC" or the "Manager") (formerly 
known as Mutual Management Corp.) and Travelers Investment 
Advisers, Inc. ("TIA"); Director of 64 investment companies 
associated with Citigroup Inc. ("Citigroup"), formerly 
Chairman of the Board of Smith Barney Strategy Advisers Inc.; 
65.

RODERICK C. RASMUSSEN, Director
Investment Counselor; 9 Cadence Court, Morristown, New Jersey 
07960; Formerly Vice President of Dresdner and Company Inc. 
(investment counselors); 72.

JOHN P. TOOLAN, Director
Retired; 13 Chadwell Place, Morristown, New Jersey 07960; 
Trustee of John Hancock Funds; Formerly, Director and Chairman 
of Smith Barney Trust Company, Director of Smith Barney 
Holdings Inc. and various subsidiaries, Senior Executive Vice 
President, Director and Member of the Executive Committee of 
Smith Barney; 68.

LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Salomon Smith Barney; Senior Vice 
President and Treasurer of 59 investment companies associated 
with Citigroup; Director and Senior Vice President of the 
Manager and TIA; 41.

PHYLLIS M. ZAHORODNY, Vice President and Investment Officer
Managing Director of Salomon Smith Barney; Vice President 
and/or Investment Officer of certain other investment 
companies associated with Citigroup; 41.

MARTIN R. HANLEY, Vice President and Investment Officer
Vice President of Salomon Smith Barney; Vice President and/or 
Investment Officer of certain other investment companies 
associated with Citigroup; 33. 

IRVING DAVID, Controller 
Vice President of Salomon Smith Barney and the Manager; 
Controller or Assistant Treasurer of 43 investment companies 
associated with Citigroup; Prior to March, 1994, Assistant 
Treasurer of First Investment Management Company; 38.

CHRISTINA T. SYDOR, Secretary
Managing Director of Salomon Smith Barney; Secretary of 59 
investment companies associated with Citigroup; Secretary and 
General Counsel of the Manager and TIA; 48.

The business address of each of the officers of the Company 
listed above is 388 Greenwich Street, New York, NY 10013. Such 
persons are compensated by Salomon Smith Barney Inc. ("Salomon 
Smith Barney") and are not separately compensated by the 
Company.  On April 9, 1999, directors and officers owned in 
the aggregate less than 1% of the outstanding securities of 
each fund.  

The following table shows the compensation paid by the Company 
to each director during the Company's last fiscal year. None 
of the officers of the Company received any compensation from 
the Company for such period.  Fees for directors who are not 
"interested persons" of the Company and who are directors of 
a group of funds sponsored by Salomon Smith Barney are set at 
$42,000 per annum and are allocated based on relative net 
assets of each fund in the group.  In addition, these 
directors received $100 per fund or portfolio for each meeting 
attended and plus travel and out-of-pocket expenses incurred 
in connection with board meetings.  The board meeting fees and 
out-of-pocket expenses are borne equally by each individual 
fund or portfolio in the group. During the fiscal year ended 
December 31, 1998 such expenses totaled $13,732.  Officers and 
interested directors of the Company are compensated by Salomon 
Smith Barney.
    

COMPENSATION TABLE




   
Name of 
Director

Aggregate 
Compensation 
from the Fund
For Fiscal Year 
Ended 12/31/98


Pension or 
Retirement 
Benefits 
Accrued as Part 
of Fund's 
Expenses

Total 
Compensation 
from Fund 
Complex for 
Calendar 
Year Ended 
12/31/98

Total Number 
of Funds for 
Which Director 
Serves within
Fund Complex
as of 4/30/99

Jane Dasher+
0
$0
0
7

Joseph H. Fleiss++
$21,279
0
$32,942
10

Donald R. Foley**
33,333
0
57,100
12

Paul Hardin
32,933
0
71,400
14

Heath B. McLendon*
0
0
0
64

Roderick C. Rasmussen
33,333
0
57,100
12

John P. Toolan**
33,033
0
54,700
12



*	Designates a director who is an "interested person" of the 
Company.

**	Pursuant to the Company's deferred compensation plan, the 
indicated directors have elected to defer the following 
amounts of their compensation from the Company:  Donald R 
Foley: $15,666, and John P. Toolan: $33,033, and the 
following amounts of their total compensation from the Fund 
Complex: Donald R. Foley: $21,000 and John P. Toolan: 
$54,700. During the Company's most recent fiscal year ended 
December 31, 1998, the estate of a deceased director was 
paid his previously deferred compensation, which totaled 
$97,597 from the Company and $171,148 from the Fund 
Complex.

+	Elected by the fund's board of directors on March 19, 1999, 
therefore no compensation was paid by the fund through 
December 31, 1998.

++	Effective January 1, 1998, Mr. Fleiss became a Director 
Emeritus.  Upon attainment of age 72 the Company's current 
directors may elect to change to emeritus status.  Any 
directors elected or appointed to the Board of Directors in 
the future will be required to change to emeritus status 
upon attainment of age 80.  Directors Emeritus are entitled 
to serve in emeritus status for a maximum of 10 years 
during which time they are paid 50% of the annual retainer 
fee and meeting fees otherwise applicable to the Company's 
directors, together with reasonable out-of-pocket expenses 
for each meeting attended.  During the Company's last 
fiscal year, aggregate compensation from the Company to 
Emeritus Directors (other than Mr. Fleiss who is covered in 
the table above) totaled $11,844.

    
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES
   
General.  The Prospectus discusses each fund's investment 
objective and the policies each fund employs to achieve its 
objective.  Each fund is an open-end, diversified management 
investment company under the 1940 Act.  Each fund's investment 
manager is SSBC.   
    
The funds operate as money market funds, and utilize certain 
investment policies so that, to the extent reasonably 
possible, each fund's price per share will not change from 
$1.00, although no assurance can be given that this goal will 
be achieved on a continuous basis.
   
Each fund's investments are limited to United States dollar-
denominated instruments (and repurchase agreements thereon) 
that, at the time of acquisition (including any related credit 
enhancement features) have received a rating in one of the two 
highest categories (the highest category for Cash Portfolio) 
for short-term debt obligations from the "Requisite NRSROs", 
securities of issuers that have received such a rating with 
respect to other comparable securities, and comparable unrated 
securities.  "Requisite NRSROs" means (a) any two nationally 
recognized statistical rating organizations ("NRSROs") that 
have issued a rating with respect to a security or class of 
debt obligations of an issuer, or (b) one NRSRO, if only one 
NRSRO has issued such a rating at the time that the Fund 
acquires the security.  The NRSROs currently designated as 
such by the Securities and Exchange Commission ("SEC") are 
Standard & Poor's Ratings Group ("S&P"), Moody's Investors 
Service, Inc. ("Moody's"), Duff and Phelps Inc., Fitch IBCA, 
Inc. and Thompson BankWatch.
    
The following is a description of the types of money market 
instruments in which each fund may invest:

U.S. government obligations (each fund).  Obligations issued 
or guaranteed as to payment of principal and interest by the 
U.S. Government (including Treasury bills, notes and bonds) or 
by its agencies and instrumentalities (such as the Government 
National Mortgage Association, the Student Loan Marketing 
Association, the Tennessee Valley Authority, the Bank for 
Cooperatives, the Farmers Home Administration, Federal Farm 
Credit Banks, Federal Home Loan Banks, Federal Intermediate 
Credit Banks, Federal Land Banks, the Export-Import Bank of 
the U.S., the Federal Housing Administration, the Federal Home 
Loan Mortgage Corporation, the U.S. Postal Service, the 
Federal Financing Bank and the Federal National Mortgage 
Association).  Some of these securities (such as Treasury 
bills) are supported by the full faith and credit of the U.S. 
Treasury; others (such as obligations of the Federal Home Loan 
Bank) are supported by the right of the issuer to borrow from 
the Treasury; while still others (such as obligations of the 
Student Loan Marketing Association) are supported only by the 
credit of the particular agency or instrumentality.

Repurchase agreements (each fund).  Each fund may enter into 
repurchase agreement transactions with any broker/dealer or 
other financial institution, including the funds' custodian, 
that is deemed creditworthy by the Manager, under guidelines 
approved by the Board of Directors.  A repurchase agreement 
arises when the Company acquires a security for a fund and 
simultaneously agrees to resell it to the vendor at an agreed-
upon future date, normally the next business day.  The resale 
price is greater than the purchase price and reflects an 
agreed-upon return unrelated to the coupon rate on the 
purchased security.  Such transactions afford an opportunity 
for the fund to invest temporarily available cash at no market 
risk.  The fund requires continual maintenance of the market 
value of the collateral in amounts at least equal to the 
resale price.  The fund's risk is limited to the ability of 
the seller to pay the agreed-upon amount on the delivery date; 
however, if the seller defaults, realization upon the 
collateral by the fund may be delayed or limited, or the fund 
might incur a loss if the value of the collateral securing the 
repurchase agreement declines and might incur disposition 
costs in connection with liquidating the collateral.  The fund 
will not enter into a repurchase agreement if, as a result 
thereof, more than 10% of the fund's net assets at that time 
would be comprised of repurchase agreements maturing in more 
than seven days and/or any other investments deemed to be 
illiquid.

The following are permitted investments for the Cash Portfolio 
and Retirement Portfolio; the Government Portfolio will invest 
only in U.S. Government obligations and repurchase agreements 
secured by those obligations.

Commercial Paper and Other Short-term Obligations (Cash 
Portfolio and Retirement Portfolio).  Commercial paper 
(including variable amount master demand notes and funding 
agreements) consists of short-term, unsecured promissory notes 
issued by corporations, partnerships, trusts and other 
entities to finance short-term credit needs.  Short-term 
obligations also include mortgage-related or asset-backed debt 
or debt-like instruments, including pass-through certificates 
representing participation in, or bonds and notes backed by, 
pools of mortgage, credit card, automobile or other types of 
receivables.  These structured financings will be supported by 
sufficient collateral and other credit enhancements, including 
letters of credit, insurance, reserve funds and guarantees by 
third parties, to enable such instruments to obtain the 
requisite quality ratings from NRSROs.  Commercial paper and 
such other short-term obligations will be rated in the highest 
category for short-term debt obligations by the requisite 
NRSROs at the time of acquisition by a fund, or will be 
unrated securities determined to be comparable thereto.

High Quality Corporate Obligations (Cash Portfolio and 
Retirement Portfolio).  Obligations of corporations that are 
originally issued with a maturity of greater than 397 days and 
are:  (1) rated as long-term debt obligations in the two 
highest rating categories (the highest for Cash Portfolio) by 
the requisite NRSROs and (2) issued by an issuer that has a 
class of short-term debt obligations that are comparable in 
priority and security with the obligation and that have been 
rated in one of the two highest rating categories for short-
term debt obligations, or are otherwise comparable to short-
term debt obligations having such a rating.  Each fund will 
invest only in corporate obligations with remaining maturities 
of 13 months or less.

Bank Obligations (Cash Portfolio and Retirement Portfolio). 
 Obligations (including certificates of deposit, bankers' 
acceptances and fixed time deposits) and securities backed by 
letters of credit of U.S. banks or other U.S. financial 
institutions that are members of the Federal Reserve System or 
the Federal Deposit Insurance Corporation ("FDIC") (including 
obligations of foreign branches of such members) if either: 
 (a) the principal amount of the obligation is insured in full 
by the FDIC, or (b) the issuer of such obligation has capital, 
surplus and undivided profits in excess of $100 million or 
total assets of $1 billion (as reported in its most recently 
published financial statements prior to the date of 
investment).  Under current FDIC regulations, the maximum 
insurance payable as to any one certificate of deposit is 
$100,000; therefore, certificates of deposit in denominations 
greater than $100,000 that are purchased by a fund will not be 
fully insured.  The Cash Portfolio and Retirement Portfolio 
each will not purchase a fixed time deposit with an ultimate 
maturity of more than six months, and will limit its 
investment in fixed time deposits maturing from two business 
to seven calendar days and/or any other investments deemed to 
be illiquid to 10% of its net assets.

The Cash Portfolio and Retirement Portfolio each will maintain 
at least 25% of its total assets invested in obligations of 
domestic and foreign banks, subject to the above-mentioned 
size criteria.  Each fund may invest in instruments issued by 
domestic banks, including those issued by their branches 
outside the United States and subsidiaries located in Canada, 
and in instruments issued by foreign banks through their 
branches located in the United States and the United Kingdom. 
 In addition, the Cash Portfolio and Retirement Portfolio may 
invest in fixed time deposits of foreign banks issued through 
their branches located in Grand Cayman Island, London, Nassau, 
Tokyo and Toronto.

Municipal Obligations (Cash Portfolio and Retirement 
Portfolio).  Debt obligations of states, cities, counties, 
municipalities, municipal agencies and regional districts 
rated SP-1+ or A-1 or AA or better by S&P or MIG 2, VMIG 2 or 
Prime-1 or Aa or better by Moody's or, if not rated, are 
determined by the Manager to be of comparable quality.  Cash 
Portfolio only invests in municipal obligations rated in the 
highest short-term rating category.  At certain times, 
supply/demand imbalances in the tax-exempt market cause 
municipal obligations to yield more than taxable obligations 
of equivalent credit quality and maturity length.  The 
purchase of these securities could enhance a fund's yield.  
Each of Cash Portfolio and Retirement Portfolio will not 
invest more than 10% of its total assets in municipal 
obligations.

Time Deposits (Cash Portfolio and Retirement Portfolio).  Cash 
Portfolio and Retirement Portfolio may invest in fixed time 
deposits with an ultimate maturity of not more than six 
months.  In addition, each of these funds currently intends to 
limit investment in fixed time deposits with a maturity of two 
business days or more, when combined with other illiquid 
assets of the fund, so that not more than 10% of its assets 
would be invested in all such illiquid instruments.  Fixed 
time deposits, unlike negotiable certificates of deposit, 
generally do not have a market and may be subject to penalties 
for early withdrawal of funds.

Asset-Backed Securities (Cash Portfolio and Retirement 
Portfolio).  Cash Portfolio and Retirement Portfolio may 
invest in asset-backed securities arising through the grouping 
by governmental, government-related and private organizations 
of loans, receivables and other assets originated by various 
lenders.  Interests in pools of these assets differ from other 
forms of debt securities, which normally provide for periodic 
payment of interest in fixed amounts with principal paid at 
maturity or specified call dates.  Instead, asset-backed 
securities provide periodic payments which generally consist 
of both interest and principal payments.

The estimated life of an asset-backed security varies with the 
prepayment experience with respect to the underlying debt 
instruments.  The rate of such prepayments, and hence the life 
of an asset-backed security, will be primarily a function of 
current market interest rates, although other economic and 
demographic factors may be involved.  For example, falling 
interest rates generally result in an increase in the rate of 
prepayments of mortgage loans while rising interest rates 
generally decrease the rate of prepayments.  An acceleration 
in prepayments in response to sharply falling interest rates 
will shorten the security's average maturity and limit the 
potential appreciation in the security's value relative to a 
conventional debt security.  In periods of sharply rising 
rates, prepayments generally slow, increasing the security's 
average life and its potential for price depreciation.

Illiquid and Restricted Securities (Cash Portfolio and 
Retirement Portfolio).  Each fund may purchase securities that 
are not registered ("restricted securities") under the 
Securities Act of 1933, as amended (the "1933 Act"), but can 
be offered and sold to "qualified institutional buyers" under 
Rule 144A under the 1933 Act ("Rule 144A").  Each fund may 
also invest a portion of its assets in illiquid investments, 
which include repurchase agreements maturing in more than 
seven days.  The Board of Directors may determine, based upon 
a continuing review of the trading markets for the specific 
restricted security, that such restricted securities are 
liquid.  The Board of Directors has adopted guidelines and 
delegated to management the daily function of determining and 
monitoring liquidity of restricted securities available 
pursuant to Rule 144A.  The Board, however, retains sufficient 
oversight and is ultimately responsible for the 
determinations.  Since it is not possible to predict with 
assurance exactly how the market for Rule 144A restricted 
securities will develop, the Board will monitor each fund's 
investments in these securities, focusing on such important 
factors, among others, as valuation, liquidity and 
availability of information.  Investments in restricted 
securities could have the effect of increasing the level of 
illiquidity in a fund to the extent that qualified 
institutional buyers become for a time uninterested in 
purchasing these restricted securities.  The funds may also 
purchase restricted securities that are not registered under 
Rule 144A.

The Articles of Incorporation of the Company permit the Board 
of Directors to establish additional funds of the Company from 
time to time.  The investment restrictions applicable to any 
such additional fund would be established by the Board of 
Directors at the time such fund were established and may 
differ from those set forth above. 

Other Investment Techniques

The following pertains to each fund:

Portfolio Turnover.  Each fund may, to a limited degree, 
engage in short-term trading to attempt to take advantage of 
short-term market variations, or may dispose of a portfolio 
security prior to its maturity if it believes such disposition 
advisable or it needs to generate cash to satisfy redemptions. 
 In such cases, a fund may realize a gain or loss.

Borrowing.  Each fund may borrow money from banks for 
temporary or emergency purposes, including for the purpose of 
accommodating requests for the redemption of shares while 
effecting an orderly liquidation of portfolio securities, and 
not for leveraging purposes.

Reverse Repurchase Agreements.  The Government Portfolio may 
invest 1/3 of its total assets in reverse repurchase 
agreements and enter into reverse repurchase agreements with 
broker/dealers and other financial institutions including the 
funds' custodian.  Such agreements involve the sale of 
portfolio securities with an agreement to repurchase the 
securities at an agreed-upon price, date and interest payment 
and have the characteristics of borrowing.  Since the proceeds 
of borrowings under reverse repurchase agreements are 
invested, this would introduce the speculative factor known as 
"leverage." Such transactions are only advantageous if the 
Government Portfolio has an opportunity to earn a greater rate 
of interest on the cash derived from the transaction than the 
interest cost of obtaining that cash.  Opportunities to 
realize earnings from the use of the proceeds equal to or 
greater than the interest required to be paid may not always 
be available, and the Fund intends to use the reverse 
repurchase technique only when the Manager believes it will be 
advantageous to the Government Portfolio.  The use of reverse 
repurchase agreements may exaggerate any interim increase or 
decrease in the value of the Government Portfolio's assets. 
 The funds' custodian bank will maintain a separate account 
for the Government Portfolio with securities having a value 
equal to or greater than such commitments.

Year 2000.  The investment management services provided to 
each fund by the Manager and the services provided to 
shareholders by Salomon Smith Barney, the funds' Distributor, 
depend on the smooth functioning of their computer systems. 
 Many computer software systems in use today cannot recognize 
the year 2000, but revert to 1900 or some other date, due to 
the manner in which dates were encoded and calculated.  That 
failure could have a negative impact on the funds' operations, 
including the handling of securities trades, pricing and 
account services.  The Manager and Salomon Smith Barney have 
advised the funds that they have been reviewing all of their 
computer systems and actively working on necessary changes to 
their systems to prepare for the year 2000 and expect that 
their systems will be compliant before that date.  In 
addition, the Manager has been advised by the funds' 
custodian, transfer agent and accounting service agent that 
they are also in the process of modifying their systems with 
the same goal.  There can, however, be no assurance that the 
Manager, Salomon Smith Barney or any other service provider 
will be successful, or that interaction with other non-
complying computer systems will not impair fund services at 
that time.


RISK FACTORS

Interest Rate Risk.  General changes in interest rates result 
in increases or decreases in the market value of the 
obligations held by a fund (but do not affect the amortized 
cost valuations).  The market value of the obligations held by 
each fund can be expected to vary inversely to changes in 
prevailing interest rates.  Investors also should recognize 
that, in periods of declining interest rates, each fund's 
yield will tend to be somewhat higher than prevailing market 
rates, and in periods of rising interest rates, each fund's 
yield will tend to be somewhat lower.  Also, when interest 
rates are falling, the inflow of net new money to a fund from 
the continuous sale of its shares will likely be invested in 
instruments producing lower yields than the balance of its 
investments, thereby reducing the Portfolio's current yield. 
 In periods of rising interest rates, the opposite can be 
expected to occur.

Foreign Investments (Cash Portfolio and Retirement Portfolio). 
 Investments in securities issued by foreign banks or foreign 
issuers present certain additional risks.  Foreign issuers 
generally are not subject to uniform accounting, auditing and 
financial reporting standards or to other regulatory practices 
and requirements applicable to domestic issuers.  In addition, 
there may be less publicly available information about a 
foreign issuer than about a domestic issuer.  Cash Portfolio 
and Retirement Portfolio may invest in Eurodollar and Yankee 
obligations, which are certificates of deposit issued in U.S. 
dollars by foreign banks and foreign branches of U.S. banks. 
 The risks of Eurodollar and Yankee obligations include the 
possibility that a foreign government will not allow U.S. 
dollar-denominated assets to leave the foreign country and the 
possibility that adverse political or economic developments 
will affect investments in a foreign country.


INVESTMENT RESTRICTIONS AND FUNDAMENTAL POLICIES

The funds are subject to following restrictions and policies 
that are "fundamental," which means that they cannot be 
changed without approval by a vote of a majority of the 
outstanding voting securities of a fund affected by the 
change, as defined in the 1940 Act and in accordance with Rule 
18f-2 thereunder (see "Voting Rights"). 

Fundamental Policies - Each fund.  Without the approval of a 
majority of its outstanding voting securities, no fund may:

1.	Invest in a manner that would cause it to fail to be a 
"diversified company" under the 1940 Act and the rules, 
regulations and orders thereunder.  (However, since each 
of the funds operates as money market fund under Rule 
2a-7 under the Act, compliance with Rule 2a-7 is deemed 
to satisfy the diversification requirements otherwise 
applicable to diversified investment companies under the 
1940 Act.)

2.	Issue "senior securities" as defined in the 1940 Act and 
the rules, regulations and orders thereunder, except as 
permitted under the 1940 Act and the rules, regulations 
and orders thereunder.

3.	Borrow money, except that (a) the fund may borrow from 
banks for temporary or emergency (not leveraging) 
purposes, including the meeting of redemption requests 
which might otherwise require the untimely disposition 
of securities, and (b) the fund may, to the extent 
consistent with its investment policies, enter into 
reverse repurchase agreements, forward roll transactions 
and similar investment strategies and techniques.  To 
the extent that it engages in transactions described in 
(a) and (b), the fund will be limited so that no more 
than 33-1/3% of the value of its total assets (including 
the amount borrowed), valued at the lesser of cost or 
market, less liabilities (not including the amount 
borrowed) valued at the time the borrowing is made, is 
derived from such transactions.

4.	Make loans.  This restriction does not apply to: (a) the 
purchase of debt obligations in which the fund may 
invest consistent with its investment objectives and 
policies; (b) repurchase agreements; and (c) loans of 
its portfolio securities, to the fullest extent 
permitted under the 1940 Act.

5.	Purchase or sell real estate, real estate mortgages, 
real estate investment trust securities, commodities or 
commodity contracts, but this restriction shall not 
prevent each fund from (a) investing in securities of 
issuers engaged in the real estate business or the 
business of investing in real estate (including 
interests in limited partnerships owning or otherwise 
engaging in the real estate business or the business of 
investing in real estate) and securities which are 
secured by real estate or interests therein; (b) holding 
or selling real estate received in connection with 
securities it holds or held; or (c) trading in futures 
contracts and options on futures contracts (including 
options on currencies to the extent consistent with the 
fund's investment objective and policies).

Additional Fundamental Policies - Cash Portfolio and 
Retirement Portfolio.  In addition to the fundamental policies 
stated above for all funds:

1.	Neither Cash Portfolio nor Retirement Portfolio may 
invest less than 25% of its assets in bank obligations 
(including both domestic and foreign bank obligations) 
and reserves freedom of action to concentrate in 
securities issued or guaranteed as to principal and 
interest by the U.S. government, its agencies and 
instrumentalities.

Nonfundamental Policies.  The funds are subject to the 
following restrictions and policies which are "non-
fundamental" and which may be changed by the Company's Board 
of Directors without shareholder approval, subject to any 
applicable disclosure requirements.  As a nonfundamental 
policy, no fund may:

1.	Purchase any securities on margin (except for such 
short-term credits as are necessary for the clearance of 
purchases and sales of portfolio securities) or sell any 
securities short (except "against the box").  For 
purposes of this restriction, the deposit or payment by 
the fund of underlying securities and other assets in 
escrow and collateral agreements with respect to initial 
or maintenance margin in connection with futures 
contracts and related options and options on securities, 
indexes or similar items is not considered to be the 
purchase of a security on margin.

2.	Invest in securities of other investment companies 
except as may be acquired as part of a merger, 
consolidation, or acquisition of assets.

3.	Purchase or otherwise acquire any security if, as a 
result, more than 10% of its net assets would be 
invested in securities that are illiquid.

4.	Invest in oil and gas interests.

5.	Invest in any company for the purpose of exercising 
control.

6.	Write or purchase put or call options.

All of the foregoing restrictions that are stated in terms of 
percentages will apply at the time an investment is made; a 
subsequent increase or decrease in the percentage that may 
result from changes in values or net assets will not result in 
a violation of the restriction.  Notwithstanding any of the 
foregoing investment restrictions, each of the funds may 
invest up to 100% of its assets in U.S. Government 
Obligations.

COMPUTATION OF YIELD

From time to time the Company may advertise the yield and 
effective yield of its funds.  For Cash Portfolio and 
Government Portfolio, each fund may advertise the yield and 
effective yield of Class A, Class L and Class Y shares.  These 
yield figures are based on historical earnings and are not 
intended to indicate future performance.  The yield of a fund 
or a class refers to the net investment income generated by an 
investment in the fund or the class over a specific seven-day 
period (which will be stated in the advertisement).  This net 
investment income is then annualized.  The effective yield is 
calculated similarly but, when annualized, the income earned 
by an investment in the fund or the class is assumed to be 
reinvested.  The effective yield will be slightly higher than 
the yield because of the compounding effect of the assumed 
reinvestment.
   
For the seven-day period ended December 31, 1998, the yield 
for the Cash Portfolio was 4.66% (the effective yield was 
4.77%) for Class A shares, 4.70% (the effective yield was 
4.81%) for Class L shares, and 4.86% (the effective yield was 
4.98%) for Class Y shares, with an average dollar-weighted 
portfolio maturity of 62 days; the yield for the Government 
Portfolio was 4.51% (the effective yield was 4.62%) for the 
Class A shares, 4.54% (the effective yield was 4.64%) for 
Class L shares and 4.67% (the effective yield was 4.78%) for 
the Class Y shares with an average dollar-weighted maturity of 
59 days; and the yield for the Retirement Portfolio was 4.67% 
(the effective yield was 4.78%) with an average dollar-
weighted portfolio maturity of 55 days.  The Company quotes 
current yield of each fund and class by dividing the net 
change in the value of a hypothetical preexisting account 
having a balance of one share at the beginning of a recent 
seven-day base period by the value of the account at the 
beginning of the base period and multiplying this base period 
return by 365/7.  Net change in account value is the value of 
additional shares purchased with dividends from original 
shares and dividends declared on both original shares and any 
additional shares, but does not include any changes in 
unrealized appreciation or depreciation.  In addition, for 
each fund and class the Company may from time to time quote 
effective yield figures assuming the compounding of dividends. 
 The effective yield will be slightly higher than the yield 
because of the compounding effect.  The Company also quotes 
for each fund and class the average dollar-weighted portfolio 
maturity for the corresponding seven-day period.

Although principal is not insured and there can be no 
assurance that a $1.00 per share net asset value will be 
maintained, it is not expected that the net asset value of any 
fund's shares will fluctuate because the Company uses the 
amortized cost method of valuation.  (See "Valuation of Shares 
and Amortized Cost Valuation.") Investors should bear in mind 
that yield is a function of the type, quality and maturity of 
the instruments in a fund and the fund's operating expenses. 
 While current yield information may be useful, investors 
should realize that each fund's current yield will fluctuate, 
is not necessarily representative of future results and may 
not provide a basis for comparison with bank deposits or other 
investments that pay a fixed yield for a stated period of 
time.
    

VALUATION OF SHARES AND AMORTIZED COST VALUATION

The net asset value per share of each fund is determined as of 
12 noon Eastern time on each day that the New York Stock 
Exchange ("NYSE") is open by dividing the fund's net assets 
attributable to each class (i.e., the value of its assets less 
liabilities) by the total number of shares of the class 
outstanding. Each fund may also determine net asset value per 
share on days when the NYSE is not open, but when the 
settlement of securities may otherwise occur.  As noted above, 
each fund employs the amortized cost method of valuing 
portfolio securities and seeks to continue to maintain a 
constant net asset value of $1.00 per share.
   
The Prospectus states that net asset value will be determined 
on any day the NYSE is open and that the net asset value may 
be determined on any day that the settlement of securities 
otherwise occurs.  The New York Stock Exchange is closed on 
the following holidays: New Year's Day, Martin Luther King, 
Jr. Day, President's Day, Good Friday, Memorial Day, 
Independence Day, Labor Day, Thanksgiving Day and Christmas 
Day and on the preceding Friday or subsequent Monday when one 
of these holidays falls on a Saturday or Sunday, respectively. 
     

The Company uses the "amortized cost method" for valuing 
portfolio securities pursuant to Rule 2a-7 under the 1940 Act. 
 The amortized cost method of valuation of each fund's 
portfolio securities involves valuing a security at its cost 
at the time of purchase and thereafter assuming a constant 
amortization to maturity of any discount from or premium to 
the stated principal amount of the security, regardless of the 
impact of fluctuating interest rates on its market value.  The 
market value of portfolio securities will fluctuate on the 
basis of the creditworthiness of the issuers of such 
securities and with changes in interest rates generally.  
While the amortized cost method provides certainty in 
valuation, it may result in periods during which value, as 
determined by amortized cost, is higher or lower than the 
price the fund would receive if it sold the instrument.  
During such periods the yields to investors in a fund may 
differ somewhat from that obtained in a similar fund that uses 
mark-to-market values for all its portfolio securities.  For 
example, if the use of amortized cost resulted in a lower 
(higher) aggregate portfolio value on a particular day, a 
prospective investor in the funds would be able to obtain a 
somewhat higher (lower) yield than would result from 
investment in such similar company, and existing investors 
would receive less (more) investment income.

The purpose of this method of valuation is to attempt to 
maintain a constant net asset value per share, and it is 
expected that the price of the funds' shares will remain at 
$1.00; however, shareholders should be aware that despite 
procedures that will be followed to have a stabilized price, 
including maintaining a maximum dollar-weighted average 
portfolio maturity of 90 days and investing in securities with 
remaining maturities of only 13 months or less, there is no 
assurance that at some future date there will not be a rapid 
change in prevailing interest rates, a default by an issuer or 
some other event that could cause the fund's price per share 
to change from $1.00.


IRA AND OTHER PROTOTYPE RETIREMENT PLANS

Copies of the following plans with custody or trust agreements 
have been approved by the Internal Revenue Service and are 
available from the Company or Salomon Smith Barney; investors 
should consult with their own tax or retirement planning 
advisors prior to the establishment of a plan.

IRA, Rollover IRA and Simplified Employee Pension - IRA

The Small Business Job Protection Act of 1996 changed the 
eligibility requirements for participants in Individual 
Retirement Accounts ("IRAs").  Under these new provisions, if 
you or your spouse have earned income, each of you may 
establish an IRA and make maximum annual contributions equal 
to the lesser of earned income or $2,000.  As a result of this 
legislation, married couples where one spouse is non- working 
may now contribute a total of $4,000 annually to their IRAs.

The Taxpayer Relief Act of 1997 has changed the requirements 
for determining whether or not you are eligible to make a 
deductible IRA contribution.  Under the new rules effective 
January 1, 1998, if you are considered an active participant 
in an employer-sponsored retirement plan, you may still be 
eligible for a full or partial deduction depending upon your 
combined adjusted gross income ("AGI").  For married couples 
filing jointly for 1998, a full deduction is permitted if your 
combined AGI is $50,000 or less ($30,000 for unmarried 
individuals); a partial deduction will be allowed when AGI is 
between $50,000-$60,000 ($30,000-$40,000 for an unmarried 
individual); and no deduction is available when AGI is $60,000 
or more ($40,000 for an unmarried individual).  However, if 
you are married and your spouse is covered by a employer-
sponsored retirement plan, but you are not, you will be 
eligible for a full deduction if your combined AGI is $150,000 
or less.  A partial deduction is permitted if your combined 
AGI is between $150,000-$160,000, and no deduction is 
permitted when AGI is above $160,000.

The rules applicable to so-called "Roth IRAs" differ from 
those described above.

A Rollover IRA is available to defer taxes on lump sum 
payments and other qualifying rollover amounts (no maximum) 
received from another retirement plan.

An employer who has established a Simplified Employee Pension 
- IRA ("SEP-IRA") on behalf of eligible employees may make a 
maximum annual contribution to each participant's account of 
15% (up to $24,000) of each participant's compensation.  
Compensation is capped at $160,000 for 1998.

Paired Defined Contribution Prototype

Corporations (including Subchapter S corporations) and non-
corporate entities may purchase shares of the Company through 
the Smith Barney Prototype Paired Defined Contribution Plan 
(the "Prototype").  The Prototype permits adoption of profit-
sharing provisions, money purchase pension provisions, or 
both, to provide benefits for eligible employees and their 
beneficiaries.  The Prototype provides for a maximum annual 
tax deductible contribution on behalf of each Participant of 
up to 25% of compensation, but not to exceed $30,000 (provided 
that a money purchase pension plan or both a profit-sharing 
plan and a money purchase pension plan are adopted 
thereunder).


PURCHASE OF SHARES
   
Cash Portfolio and Government Portfolio.  The minimum initial 
investment for Class A is $1,000 for each Cash Portfolio and 
Government Portfolio account and the minimum subsequent 
investment is $50, except for purchases through (a) IRAs and 
Self-Employed Retirement Plans, for which the minimum initial 
and subsequent investments are $250 and $50, respectively, and 
(b) retirement plans qualified under Section 403(b)(7) or 
Section 401(a) of the Internal Revenue Code of 1986, as 
amended (the "Code"), for which the minimum initial and 
subsequent investments are $25.  There are no minimum 
investment requirements in Class A shares for employees of 
Citigroup and its subsidiaries, including Salomon Smith 
Barney, and Directors or Trustees of any Travelers-affiliated 
funds, including the Smith Barney Mutual Funds, and their 
spouses and children.  The minimum initial investment for 
Class Y is $15,000,000 for each Cash Portfolio and Government 
Portfolio account (except for purchases of Class Y shares by 
Smith Barney Concert Allocation Series Inc., for which there 
is no minimum purchase amount) and the minimum subsequent 
investment is $50.  For shareholders purchasing shares of a 
Portfolio through the Systematic Investment Plan on a monthly 
basis, the minimum initial investment requirement for Class A 
shares and the subsequent investment requirement for all 
classes is $25.  For shareholders purchasing shares of a fund 
through the Systematic Investment Plan on a quarterly basis, 
the minimum initial investment requirement for Class A shares 
and the subsequent investment requirement for all classes is 
$50.  In addition, Class Z shares, which are offered pursuant 
to a separate prospectus, are offered exclusively to tax-
exempt employee benefit and retirement plans of Salomon Smith 
Barney and its affiliates.
    
Class A and Class Y shares of the Cash Portfolio and 
Government Portfolio are available for purchase directly by 
investors.  Class L shares of the Cash Portfolio and 
Government Portfolio are available for purchase only by 
Participating Plans (as defined under "Purchase of Shares-
Smith Barney 401(k) and ExecChoiceTM  Programs") opened prior 
to June 21, 1996, either directly or as part of an exchange 
privilege transaction with certain other funds sponsored by 
Salomon Smith Barney.  Class L shares of the Government 
Portfolio that represent previously issued "Class B" shares 
may only be redeemed or exchanged out of the fund.

Retirement Portfolio.  Shares of the Retirement Portfolio are 
offered exclusively to retirement plans under Sections 401 and 
408 of the Code.  To purchase these shares, a brokerage 
account for your retirement plan must be established with 
Salomon Smith Barney upon completion of an account application 
available from your Financial Consultant.  Salomon Smith 
Barney has advised the fund that the minimum initial purchase 
is $200 for each Retirement Portfolio account, and subsequent 
investments may be $1.00 or more.  Salomon Smith Barney also 
has advised the fund that on each business day it will 
automatically invest all good funds of $1.00 or more in the 
brokerage account in full shares of the Retirement Portfolio, 
and there is no charge for this service.

Each fund's shares are sold continuously at their net asset 
value next determined after a purchase order is received and 
becomes effective.  A purchase order becomes effective, and 
income dividends begin to accrue, when the fund, Salomon Smith 
Barney or an Introducing Broker receives, or converts the 
purchase amount into, Federal funds (i.e., monies of member 
banks within the Federal Reserve System held on deposit at a 
Federal Reserve Bank).  When orders for the purchase of fund 
shares are paid for in Federal funds which is required if 
shares are purchased through First Data, or are placed by an 
investor with sufficient Federal funds or cash balance in the 
investor's brokerage account with Salomon Smith Barney or the 
Introducing Broker, the order becomes effective on the day of 
receipt if received prior to 12 noon, Eastern time, on any day 
the Fund calculates its net asset value.  See "Valuation of 
Shares."  Purchase orders received after 12 noon on any 
business day are effective as of the next time the net asset 
value is determined.  When orders for the purchase of fund 
shares are paid for other than in Federal funds, Salomon Smith 
Barney or the Introducing Broker, acting on behalf of the 
investor, will complete the conversion into, or itself 
advance, Federal funds, and the order will become effective on 
the day following its receipt by the fund, Salomon Smith 
Barney or the Introducing Broker.

Systematic Investment Plan.  Shareholders may make additions 
to their accounts at any time by purchasing shares through a 
service known as the Systematic Investment Plan.  Under the 
Systematic Investment Plan, Salomon Smith Barney or First Data 
is authorized through preauthorized transfers of at least $25 
on a monthly basis or at least $50 on a quarterly basis to 
charge the regular bank account or other financial institution 
indicated by the shareholder, to provide systematic additions 
to the shareholder's Portfolio account.  A shareholder who has 
insufficient funds to complete the transfer will be charged a 
fee of up to $25 by Salomon Smith Barney or First Data.  
Additional information is available from the fund or a Salomon 
Smith Barney Financial Consultant.

Smith Barney 401(k) and ExecChoiceTM  Programs.  Investors may 
be eligible to participate in the Smith Barney 401(k) Program 
or the Smith Barney ExecChoiceTM  Program.  To the extent 
applicable, the same terms and conditions, which are outlined 
below, are offered to all plans participating ("Participating 
Plans") in these programs.

The Cash Portfolio and Government Portfolio each offers to 
Participating Plans Class A shares as an investment choice 
under the Smith Barney 401(k) and ExecChoiceTM  Programs, 
provided the Participating Plan makes an initial investment of 
$1,000,000 or more in Class A shares of one or more funds of 
the Smith Barney Mutual Funds.  Class A shares acquired 
through the Participating Plans are subject to the same 
service and/or distribution fees as the Class A shares 
acquired by other investors; however, they are not subject to 
any initial sales charge or contingent deferred sales charge 
("CDSC").

Class L shares of the Cash Portfolio and Government Portfolio 
are not available for purchase by Participating Plans opened 
on or after June 21, 1996, but may continue to be purchased by 
any Participating Plan opened prior to such date and 
originally investing in such class.  Class L shares acquired 
are not subject to any sales charge or CDSC.

In any year after the date a Participating Plan enrolled in 
the Smith Barney 401(k) Program, if its total Class L holdings 
in all non-money market Smith Barney Mutual Funds equal at 
least $500,000 as of the calendar year-end, the Participating 
Plan will be offered the opportunity to exchange all of its 
Class L shares for Class A shares of the same Portfolio.  Such 
Plans will be notified in writing within 30 days after the 
last business day of the calendar year and, unless the 
exchange offer has been rejected in writing, the exchange will 
occur on or about the last business day of the following 
March.

Any Participating Plan that has not previously qualified for 
an exchange into Class A shares will be offered the 
opportunity to exchange all of its Class L shares for Class A 
shares of the same Portfolio, regardless of asset size, at the 
end of the eighth year after the date the Participating Plan 
enrolled in the Smith Barney 401(k) Program.  Such 
Participating Plans will be notified of the pending exchange 
in writing approximately 60 days before the eighth anniversary 
of the enrollment date and, unless the exchange has been 
rejected in writing, the exchange will occur on or about the 
eighth anniversary date.  Once an exchange has occurred, a 
Participating Plan will not be eligible to acquire additional 
Class L shares of the Portfolio but instead may acquire Class 
A shares of the Portfolio.

Participating Plans wishing to acquire shares of the Cash 
Portfolio and Government Portfolio through the Smith Barney 
401(k) Program or the Smith Barney ExecChoiceTM  Program must 
purchase such shares directly from First Data.  For further 
information regarding these Programs, investors should contact 
a Salomon Smith Barney Financial Consultant.

Letter of Intent - Class Y Shares.  A Letter of Intent may be 
used as a way for investors to meet the minimum investment 
requirement for Class Y shares.  Such investors must make an 
initial minimum purchase of $5,000,000 in Class Y shares of 
the Fund and agree to purchase a total of $15,000,000 of Class 
Y Shares of the Fund within 13 months from the date of the 
Letter.  If a total investment of $15,000,000 is not made 
within the 13-month period, all Class Y shares purchased 
during such period will be transferred to Class A shares, 
where they will be subject to all fees (including a service 
fee of 0.25%) and expenses applicable to the Fund's Class A 
shares, which may include a CDSC of 1.00%.  Please contact a 
Salomon Smith Barney Financial Consultant or the Transfer 
Agent for further information.


REDEMPTION OF SHARES
   
Shareholders may redeem their shares without charge on any day 
a fund calculates its net asset value. See "Valuation of 
Shares and Amortized Cost Valuation."  Redemption requests 
received in proper form before 12 noon, Eastern time, are 
priced at the net asset value as next determined on that day. 
 Redemption requests received after 12 noon, Eastern time, are 
priced at the net asset value next determined.  Redemption 
requests must be made through a Salomon Smith Barney Financial 
Consultant or dealer representative through whom the shares 
were purchased, except that shareholders who purchased shares 
of the fund from First Data may also redeem shares directly 
through First Data.  A shareholder desiring to redeem shares 
represented by certificates also must present the certificates 
to a Salomon Smith Barney Financial Consultant, dealer 
representative or First Data endorsed for transfer (or 
accompanied by an endorsed stock power), signed exactly as the 
shares are registered.  Redemption requests involving shares 
represented by certificates will not be deemed received until 
the certificates are received by First Data in proper form.
    
Each fund normally transmits redemption proceeds on the 
business day following receipt of a redemption request but, in 
any event, payment will be made within three days thereafter, 
exclusive of days on which the NYSE is closed and the 
settlement of securities does not otherwise occur, or as 
permitted under the 1940 Act in extraordinary circumstances. 
 Generally, if the redemption proceeds are remitted to a 
Salomon Smith Barney brokerage account, these funds will not 
be invested for the shareholder's benefit without specific 
instruction and Salomon Smith Barney will benefit from the use 
of temporarily uninvested funds.  A shareholder who pays for 
fund shares by personal check will be credited with the 
proceeds of a redemption of those shares only after the 
purchase check has been collected, which may take up to ten 
days or more.  A shareholder who anticipates the need for more 
immediate access to his or her investment should purchase 
shares with Federal funds, by bank wire or with a certified or 
cashier's check.

Fund shareholders who purchase securities through a Salomon 
Smith Barney Financial Consultant or dealer representative may 
take advantage of special redemption procedures under which 
Class A shares of the fund will be redeemed automatically to 
the extent necessary to satisfy debit balances arising in the 
shareholder's account with a Salomon Smith Barney Financial 
Consultant or dealer representative.  One example of how an 
automatic redemption may occur involves the purchase of 
securities.  If a shareholder purchases securities but does 
not pay for them by the settlement date, the number of fund 
shares necessary to cover the debit will be redeemed 
automatically as of the settlement date, which usually occurs 
three business days after the trade date.  Class A shares that 
are subject to a CDSC (see "Redemption of Shares-Contingent 
Deferred Sales Charge") are not eligible for such automatic 
redemption and will only be redeemed upon specific request. 
 If the shareholder does not request redemption of such 
shares, the shareholder's account with a Salomon Smith Barney 
Financial Consultant or dealer representative may be margined 
to satisfy debit balances if sufficient fund shares that are 
not subject to any applicable CDSC are unavailable.  No fee is 
currently charged with respect to these automatic 
transactions.  Shareholders not wishing to participate in 
these arrangements should notify their Salomon Smith Barney 
Financial Consultant or dealer representative.

A written redemption request must (a) state the class and 
number or dollar amount of shares to be redeemed, (b) identify 
the shareholder's account number and (c) be signed by each 
registered owner exactly as the shares are registered.  If the 
shares to be redeemed were issued in certificate form, the 
certificates must be endorsed for transfer (or be accompanied 
by an endorsed stock power) and must be submitted to First 
Data together with the redemption request.  Any signature 
appearing on a written redemption request in excess of 
$10,000, share certificate or stock power must be guaranteed 
by an eligible guarantor institution such as a domestic bank, 
savings and loan institution, domestic credit union, member 
bank of the Federal Reserve System or member firm of a 
national securities exchange.  Written redemption requests of 
$10,000 or less do not require a signature guarantee unless 
more than one such redemption request is made in any 10-day 
period.  Redemption proceeds will be mailed to an investor's 
address of record.  First Data may require additional 
supporting documents for redemptions made by corporations, 
executors, administrators, trustees or guardians.  A 
redemption request will not be deemed properly received until 
First Data receives all required documents in proper form.

Telephone Redemption and Exchange Program.  To determine if a 
shareholder is entitled to participate in this program, he or 
she should contact First Data at 1-800-451-2010.  Once 
eligibility is confirmed, the shareholder must complete and 
return a Telephone/Wire Authorization Form, along with a 
signature guarantee, that will be provided by First Data upon 
request.  (Alternatively, an investor may authorize telephone 
redemptions on the new account application with the 
applicant's signature guarantee when making his/her initial 
investment in the fund.)
   
Redemptions.  Redemption requests of up to $10,000 of any 
class or classes of a fund's shares may be made by eligible 
shareholders by calling First Data at 1-800-451-2010.  Such 
requests may be made between 9:00 a.m. and 5:00 p.m. (Eastern 
time) on any day the NYSE is open. Requests received after the 
close of regular trading on the NYSE are priced at the net 
asset value next determined.  Redemptions of shares (i) by 
retirement plans or (ii) for which certificates have been 
issued are not permitted under this program.
    
A shareholder will have the option of having the redemption 
proceeds mailed to his/her address of record or wired to a 
bank account predesignated by the shareholder.  Generally, 
redemption proceeds will be mailed or wired, as the case may 
be, on the next business day following the redemption request. 
 In order to use the wire procedures, the bank receiving the 
proceeds must be a member of the Federal Reserve System or 
have a correspondent relationship with a member bank.  The 
fund reserves the right to charge shareholders a nominal fee 
for each wire redemption.  Such charges, if any, will be 
assessed against the shareholder's account from which shares 
were redeemed.  In order to change the bank account designated 
to receive redemption proceeds, a shareholder must complete a 
new Telephone/Wire Authorization Form and, for the protection 
of the shareholder's assets, will be required to provide a 
signature guarantee and certain other documentation.

Exchanges.  Eligible shareholders may make exchanges by 
telephone if the account registration of the shares of the 
fund being acquired is identical to the registration of the 
shares of the fund exchanged. Such exchange requests may be 
made by calling First Data at 1-800-451-2010 between 9:00 a.m. 
and 4:00 p.m. (Eastern time) on any day on which the NYSE is 
open.  See "Exchange Privilege" for more information.

Additional information regarding Telephone Redemption and 
Exchange Program.   Neither the funds nor their agents will be 
liable for following instructions communicated by telephone 
that are reasonably believed to be genuine.  Each fund and its 
agents will employ procedures designed to verify the identity 
of the caller and legitimacy of instructions (for example, a 
shareholder's name and account number will be required and 
phone calls may be recorded).  Each fund reserves the right to 
suspend, modify or discontinue the telephone redemption and 
exchange program or to impose a charge for this service at any 
time following at least seven (7) days prior notice to 
shareholders.

Contingent Deferred Sales Charge - Cash Portfolio and 
Government Portfolio

Class A shares of the Cash Portfolio and Government Portfolio 
and Class L shares of the Government Portfolio that represent 
previously issued "Class B" shares acquired as part of an 
exchange privilege transaction, which were originally acquired 
in one of the other Smith Barney Mutual Funds at net asset 
value subject to a CDSC, continue to be subject to any 
applicable CDSC of the original fund. Therefore, such Class A 
and Class L shares that are redeemed within 12 months of the 
date of purchase of the original fund may be subject to a CDSC 
of 1.00%.  The amount of any CDSC will be paid to and retained 
by Salomon Smith Barney.  The CDSC will be assessed based on 
an amount equal to the account value at the time of 
redemption, and will not be imposed on increases in value 
above the initial purchase price in the original fund.  In 
addition, no charge will be assessed on shares derived from 
reinvestment of dividends or capital gains distributions.

In determining the applicability of any CDSC, it will be 
assumed that a redemption is made first of shares representing 
capital appreciation, next of shares representing the 
reinvestments of dividends and capital gain distributions and 
finally of other shares held by the shareholder for the 
longest period of time.  The length of time that Class A and 
Class L shares have been held will be calculated from the date 
that the shares were initially acquired in one of the other 
Smith Barney Mutual Funds, and the amount of shares being 
redeemed will be considered to represent, as applicable, the 
value of capital appreciation or dividend and capital gain 
distribution reinvestments in such other funds.  For federal 
income tax purposes, the amount of the CDSC will reduce the 
gain (if any) or increase the loss (if any), as the case may 
be, on redemption.

The CDSC on Class A and Class L shares, if any, will be waived 
on (a) exchanges (see "Exchange Privilege" below); (b) 
redemptions of shares within twelve months following the death 
or disability of the shareholder; (c) redemption of shares 
made in connection with qualified distributions from 
retirement plans or IRAs upon the attainment of age 59 1/2; 
(d) involuntary redemptions; and (e) redemptions of shares to 
effect a combination of a Portfolio with any investment 
company by merger, acquisition of assets or otherwise.  In 
addition, a shareholder who has redeemed shares from other 
funds of the Smith Barney Mutual Funds may, under certain 
circumstances, reinvest all or part of the redemption proceeds 
within 60 days and receive pro rata credit for any CDSC 
imposed on the prior redemption.

CDSC waivers will be granted subject to confirmation (by 
Salomon Smith Barney in the case of shareholders who are also 
Salomon Smith Barney clients or by First Data in the case of 
all other shareholders) of the shareholder's status or 
holdings, as the case may be.

For information concerning the CDSC applicable to Class A and 
Class L shares acquired through the Smith Barney 401(k) or 
ExecChoiceTM  Program, see "Purchase of Shares."




EXCHANGE PRIVILEGE

Except as otherwise noted below, shares of each class may be 
exchanged for shares of the same class in any of the Smith 
Barney Mutual Funds, to the extent shares are offered for sale 
in the shareholder's state of residence.  Exchanges of Class 
A and Class L shares are subject to minimum investment 
requirements and all shares are subject to other terms or 
requirements of the fund into which exchanges are made and a 
sales charge may apply.

Class A Exchanges.  Class A shares of each fund will be 
subject to the applicable sales charge upon the exchange of 
such shares for Class A shares of another fund of the Smith 
Barney Mutual Funds sold with a sales charge.

Class Y Exchanges.  Class Y shareholders of a fund who wish to 
exchange all or a portion of their Class Y shares for Class Y 
shares in any of the funds identified above may do so without 
imposition of any charge. 

Additional Information Regarding the Exchange Privilege.  
Excessive exchange transactions may be detrimental to each 
fund's performance and its shareholders.  The investment 
manager may determine that a pattern of frequent exchanges is 
excessive and contrary to the best interests of a fund's other 
shareholders.  In this event the fund may, at its discretion, 
decide to limit additional purchases and/or exchanges by the 
shareholder.  Upon such a determination the fund will provide 
notice in writing or by telephone to the shareholder at least 
15 days prior to suspending the exchange privilege and during 
the 15 day period the shareholder will be required to (a) 
redeem his or her shares in the fund or (b) remain invested in 
the Portfolio or exchange into any of the funds of the Smith 
Barney Mutual Funds ordinarily available, which position the 
shareholder would be expected to maintain for a significant 
period of time.  All relevant factors will be considered in 
determining what constitutes an abusive pattern of exchanges.

Certain shareholders may be able to exchange shares by 
telephone.  See "Redemption of Shares - Telephone Redemption 
and Exchange Program."  Exchanges will be processed at the net 
asset value next determined, plus any applicable sales charge. 
 Redemption procedures discussed above are also applicable for 
exchanging shares, and exchanges will be made upon receipt of 
all supporting documents in proper form.  If the account 
registration of the shares of the fund being acquired is 
identical to the registration of the shares of the fund 
exchanged, no signature guarantee is required.   Before 
exchanging shares, investors should read the current 
prospectus describing the shares to be acquired.  These 
exchange privileges are available to shareholders resident in 
any state in which the fund shares being acquired may legally 
be sold.  The Company reserves the right to modify or 
discontinue exchange privileges upon 60 days' prior notice to 
shareholders.


TAXES

The following is a general summary of selected federal income 
tax considerations that may affect the funds and their 
shareholders.  In addition to the considerations described 
below, there may be other federal, state, local, or foreign 
tax applications to consider.  The summary does not address 
all of the federal income tax consequences potentially 
applicable to the funds, or to all categories of investors, 
some of which may be subject to special tax rules.  The 
summary is not intended as a substitute for individual tax 
advice and investors are urged to consult their own tax 
advisors as to the tax consequences of an investment in a 
fund.

Dividends and Automatic Reinvestment.  Net investment income 
includes interest accrued and discount earned and all short 
term realized gains and losses on portfolio securities and is 
less premium amortized and expenses accrued.  If a shareholder 
redeems in full an account between payment days, all dividends 
declared up to and including the date of liquidation will be 
paid with the proceeds from the redemption of shares.  The per 
share dividends of Class A and Class L shares of the Cash 
Portfolio and the Government Portfolio may be less than the 
per share dividends of Class Y shares of each such Portfolio 
principally as a result of the service fee applicable to 
Class A and Class L shares.  Long-term capital gains, if any, 
will be in the same per share amount for each class and will 
be distributed annually.

Each fund has qualified and intends to qualify each year as a 
regulated investment company under Subchapter M of the Code by 
complying with certain requirements regarding the sources and 
distribution of its income and the diversification of its 
assets.  As a regulated investment company, each fund will not 
be subject to Federal income taxes to the extent that it 
distributes its investment company taxable income and, if any, 
net capital gain in accordance with the Code's timing and 
other requirements.  For Federal income tax purposes, 
dividends and capital gains distributions, if any, whether in 
shares or cash, are taxable to shareholders of each fund that 
are not tax-exempt or tax deferred retirement plans, accounts 
or entities.  Each fund anticipates that all or substantially 
all of its distributions will be taxable as ordinary income 
under the Code.  Under the Internal Revenue Code, no portion 
of the Fund's distributions will be eligible for the dividends 
received deduction for corporations.

Dividends and other distributions by the funds are generally 
treated under the Code as received by the shareholders at the 
time the dividend or distribution is made.  However, any 
dividends or other distributions declared by a fund in 
October, November or December and made payable to shareholders 
of record in such a month would be treated under the Code as 
if received by shareholders on December 31 of the year in 
which they are declared if they are paid in the following 
January.

Dividends to shareholders who are nonresident aliens or 
foreign entities may be subject to nonresident alien 
withholding (which differs from the backup withholding 
described in the Prospectus) of federal income tax at a 
maximum rate of 30%, subject to possible reduction under an 
applicable income tax treaty (if any).  Other distributions to 
these shareholders may be subject to backup withholding unless 
their foreign status is properly certified in the manner 
required under the Code.  Nonresident aliens and foreign 
entities should consult their own tax advisers regarding these 
and other possible tax consequences of investing in the funds.


INVESTMENT MANAGEMENT AND OTHER SERVICES
   
Manager.  SSBC manages the day to day operations of each fund 
pursuant to management agreements entered into by the Company 
on behalf of each fund.  Under the management agreements, the 
Manager offers each fund advice and assistance with respect to 
the acquisition, holding or disposal of securities and 
recommendations with respect to other aspects of the business 
and affairs of each fund.  It also furnishes each fund with 
executive and other personnel; management, bookkeeping, 
accounting and administrative services; office space and 
equipment; and the services of the officers and employees of 
the funds.  SSBC is a subsidiary of Salomon Smith Barney 
Holdings, Inc., which is a subsidiary of Citigroup, a publicly 
owned financial services company.  SSBC is an investment 
manager to investment companies that had assets under 
management as of March 31, 1999 in excess of $114 billion.
    
For the years 1996, 1997 and 1998, the funds paid management 
fees as shown below:


Fund

Management Fee


1996
1997
1998
   
Cash Portfolio
$103,013,084
$117,380,871
138,431,850

Government Portfolio
18,688,740
19,475,520
21,476,822

Retirement Portfolio
5,588,496
5,982,179
6,375,587
    
The respective funds' management agreements, which were 
approved by their shareholders on September 16, 1994 and 
became effective on November 21, 1994, provide for daily 
compensation of the Manager at the following annual rates: 


Fund

Fund Asset Breakpoints

Management Fee 
as a Percentage 
of Average Daily 
Net Assets

Cash Portfolio
First $6 billion
0.45%

Over $6 billion up to 
$12 billion
0.425%

Over $12 billion up to 
$18 billion
0.40%

Over $18 billion
0.35%


Government Portfolio
First $2.5 billion
0.45%

Over $2.5 billion up to 
$5 billion
0.40%

Over $5 billion
0.35%


Retirement Portfolio
First $1 billion
0.45%

Over $1 billion up to 
$2 billion
0.40%

Over $2 billion
0.35%

Each fund's management agreement further provides that all 
other expenses not specifically assumed by the Manager under 
the agreement are borne by the Company.  Expenses payable by 
the Company include, but are not limited to, all charges of 
custodians (including sums as custodian and sums for keeping 
books, performing portfolio valuations, and for rendering 
other services to the Company) and shareholder servicing 
agents, filing fees and expenses relating to the registration 
and qualification of the Company's shares under Federal or 
state securities laws and maintaining such registrations and 
qualifications (including the printing of the Company's 
registration statements and prospectuses), expenses of 
preparing, printing and distributing all proxy material, 
reports and notices to shareholders, out-of-pocket expenses of 
directors and fees of directors who are not "interested 
persons" as defined in the 1940 Act, fees of auditors and 
legal counsel, interest, taxes, fees and commissions of every 
kind, expenses of issue, repurchase or redemption of shares, 
and all other costs incident to the Company's corporate 
existence and extraordinary expenses such as litigation and 
indemnification expenses.  Direct expenses are charged to the 
relevant fund; general corporate expenses of the Company are 
allocated among all the funds on the basis of relative net 
assets.  No sales or promotion expenses are incurred by the 
Fund, but expenses incurred in complying with laws regulating 
the issue or sale of the Company's shares are not deemed sales 
or promotion expenses.

The Manager has agreed that if in any fiscal year the total 
expenses of any fund, exclusive of taxes, brokerage, interest 
and extraordinary expenses, exceed 0.70% of the average daily 
net assets for that fiscal year of the fund, the Manager will 
reduce its fee to the extent of such excess, or reimburse any 
such excess amount to the relevant fund.  The 0.70% voluntary 
expense limitation shall be in effect until it is terminated 
by 14 days' written notice to shareholders and by supplement 
to the then current prospectus.

Each fund's management agreement will continue in effect if 
specifically approved annually by a majority of the directors 
of the Company, including a majority of the directors who are 
not parties to such contract or "interested persons" of any 
such parry.  Each agreement may be terminated without penalty 
by either of the parties on 60 days' written notice and must 
terminate in the event of its assignment.  It may be amended 
or modified only if approved by vote of the holders of "a 
majority of the outstanding voting securities" of such fund as 
defined in the 1940 Act and rules thereunder which is 
discussed below under "Voting Rights."

Each agreement provides that the Manager is not liable for any 
act or omission in the course of or in connection with 
rendering services under the agreement in the absence of 
willful misfeasance, bad faith, gross negligence or reckless 
disregard of its obligations or duties.

The term "Smith Barney" in the title of the Company has been 
adopted by permission of Salomon Smith Barney and is subject 
to the right of Salomon Smith Barney to elect that the Company 
stop using the term in any form or combination of its name.
   
Distributor.  CFBDS, Inc., located at 20 Milk Street, Boston, 
MA 02109-5408, serves as the fund's distributor on a best 
efforts basis pursuant to a distribution agreement dated 
October 8, 1998 (the "Distribution Agreement"), which was 
approved by the fund's board of directors.  Prior to the 
merger of Travelers Group, Inc. and Citicorp on October 8, 
1998, Salomon Smith Barney served as the fund's distributor. 

To compensate Salomon Smith Barney and PFS Distributors, Inc. 
("PFS") for the service they provide and for the expense they 
bear under the Distribution Agreement, the fund has adopted a 
services and distribution plan (the "Plan") pursuant to Rule 
12b-1 under the 1940 Act.  Under the Plan, the fund pays 
Salomon Smith Barney a service fee, accrued daily and paid 
monthly, calculated at the annual rate of 0.10% of the value 
of the fund's average daily net assets attributable to the 
Class A and Class L shares.  The fund also pays PFS a service 
fee of 0.10% for each Class A share held in accounts 
attributable to PFS.
    
Brokerage.  The Manager places orders for the purchase and 
sale of securities for the funds of the Company.  All of the 
portfolio transactions have been principal transactions with 
major dealers in money market instruments, on which no 
brokerage commissions are paid.  Purchases from or sales to 
dealers serving as market-makers include the spread between 
the bid and asked prices.  No portfolio transactions are 
handled by Salomon Smith Barney.


ADDITIONAL INFORMATION ABOUT THE FUNDS

The Company, an open-end, diversified management investment 
company, was incorporated under Maryland law on May 28, 1974. 
 The Company currently has outstanding three series of shares, 
representing shares in separate Funds - the Cash Portfolio, 
the Government Portfolio and the Retirement Portfolio - and 
the Company's Board of Directors may authorize the creation of 
additional series of shares.  Each share of a fund or class 
represents an equal proportionate interest in the net assets 
of that fund or class with each other share of the same fund 
or class and is entitled to such dividends and distributions 
out of the net income of that fund or class as are declared in 
the discretion of the Board.  Shareholders are entitled to one 
vote for each share held and will vote in the aggregate and 
not by fund or class except as otherwise required by the 1940 
Act or Maryland law.  In the event of the liquidation or 
dissolution of a fund or of the Company, shares of a fund are 
entitled to receive the assets belonging to that fund and a 
proportionate distribution of any general assets not belonging 
to any particular fund that are available for distribution 
based upon the relative net assets of the respective funds. 
 
   
VOTING RIGHTS
    
As permitted by Maryland law, there will normally be no 
meetings of shareholders for the purpose of electing directors 
unless and until such time as less than a majority of the 
directors holding office have been elected by shareholders. 
 At that time, the directors then in office will call a 
shareholders' meeting for the election of directors.  The 
directors must call a meeting of shareholders for the purpose 
of voting upon the question of removal of any director when 
requested in writing to do so by the record holders of not 
less than 10% of the outstanding shares of the Company.  At 
such a meeting, a director may be removed after the holders of 
record of not less than a majority of the outstanding shares 
of the Company have declared that the director be removed 
either by declaration in writing or by votes cast in person or 
by proxy.  Except as set forth above, the directors shall 
continue to hold office and may appoint successor directors.
   
Rule 18f-2 under the 1940 Act provides that any matter 
required to be submitted by the provisions of the Act or 
applicable state law, or otherwise, to the holders of the 
outstanding voting securities of an investment company shall 
not be deemed to have been effectively acted upon unless 
approved by "vote of a majority of the outstanding voting 
securities" (as defined below) of each fund or class affected 
by the matter.  Rule 18f-2 further provides that a fund or 
class shall be deemed to be affected by a matter unless it is 
clear that the interests of each fund or class in a matter are 
identical or that the matter does not affect any interest of 
the fund or class.  Under the rule the approval of a 
management agreement or any change in a fundamental investment 
policy would be effectively acted upon with respect to a fund 
only if approved by a majority of the outstanding voting 
securities of the fund affected by the matter.  The rule, 
however, also provides that the ratification of independent 
public accountants, the election of directors, and the 
approval of a distribution agreement that is submitted to 
shareholders are not subject to the separate voting 
requirements and may be effectively acted upon by a vote of 
the holders of a majority of all Company shares voting without 
regard to fund.
    
As used in the Prospectus and this Statement of Additional 
Information, a "vote of a majority of the outstanding voting 
securities" means the affirmative vote of the lesser of (a) 
more than 50% of the outstanding shares of the Company (or the 
affected fund or class) or (b) 67% or more of such shares 
present at a meeting if more than 50% of the outstanding 
shares of the Company (or the affected fund or class) are 
represented at the meeting in person or by proxy.
   
Following are the names, addresses and percent of ownership of 
each person who owns of record or is known by the Company to 
own of record of beneficially 5% or more of any Class of a 
fund as of April 9, 1999:

Cash Portfolio Class L Shares

Frontier Trust Company TTEE, Sioux City Tent & Awning Co Inc., 
DBA Mullin Awning & Siding, 401k Plan, 811 Stuben Street, 
Sioux City, IA 51101-2099, owned of record 139,095.995 shares 
(27.99%);  Frontier Trust Company TTEE, Laser Technologies 
Employees 401k Plan, P.O. Box 190, Exton, PA 19341-0198, owned 
of record 95,677.160 shares (19.25%);  Frontier Trust Company 
TTEE, Greenhill & Co 401k Plan, 31 West 52nd Street, New York, 
NY 10101, owned of record 77,940.870 shares 15.69%;  Frontier 
Trust Company TTEE, HB Machine/Medtex, 401k Profit Sharing 
Plan, P.O. Box 87687, Phoenix, AZ 85080-7687, owned of record 
66,502.30 shares 13.38%;  Frontier Trust Company TTEE, Peer 
Bearing Company Union, Employees Money Purchase Plan, 241 W 
Palatine Road, Wheeling, IL 60090, owned of record 35,048.27 
shares 7.05%;  TANCO Engineering Inc., C/O Leggette & Company, 
Attn. Mary Virginia Boggs, 4131 N Central Expressway, Suite 
1100, Dallas, TX 75204, owned of record 32,259.920 shares 
6.49%;  Frontier Trust Company TTEE, Northstar Sportswear 
Company, 401k Plan, P.O. Box 569, Kingston, WA 98346, owned of 
record 31,555.668 shares 6.35%.

Cash Portfolio Class Y Shares

San Diego County Employees, Retirement Association, Account # 
1, Attn: Robert Shigaroff, 1495 Pacific Highway, Suite 350, 
San Diego, CA 92101-2473, owned of record 36,107,268.29 shares 
38.73%;  Thomas C Lund, Carol A Lund, JTWROS, 411 Hamilton 
Blvd. #2002, Peoria, IL 61602-1104, owned of record 
14,857,702.770 shares 15.94%;  Mr. Kevin J. Maher Exec., Mr. 
Jerard F. Maher Exec., For the Estate of Joseph Maher, Miller 
Road, New Vernon, NJ 07976, owned of record 10,325,772.630 
shares 11.08;  Cogen Technologies Linden Ltd., Attn: Dick 
Lydecker, 711 Louisiana, 33rd Floor, Houston, TX 77002-2716, 
owned of record 10,131,028.690 shares 10.87%;  Rooke Corp, 
D/B/A Aviation Equipment Inc., Attn: Jim Shaw - V.P./CFO, 7230 
Fulton Avenue, North Hollywood, CA 91605-4110, owned of record 
8,966,378.960 shares 9.62%. 

Cash Portfolio Class Z Shares

State Street Bank & Trust Custodian, The Travelers Group 401k, 
Savings Plan, Attn: Rick Vest, 225 Franklin Street, Boston, MA 
02101, owned of record 94,286,764.300 shares 99.99%.

Government Portfolio Class L Shares

Jerry L. Calkins, SSB IRA Rollover Custodian, 2844 West 111th 
Terrace, Leawood, KS 66211-3089, owned of record 64,959.230 
shares 34.58%;  Frontier Trust Company as TTEE, Southern 
Floral Company, P.O. Box 1313, Houston, Texas 77251-1313, 
owned of record 47,237.220 shares 25.14%;  Terry Donofrio, 
Smith Barney Inc. IRA Custodian, 25 Glenair Avenue, Waldwick, 
NJ 07463-1214, owned of record 23,678.420 shares 12.60%;  
James F. Burgess Jr., M. Kathleen Burgess JTWROS, 5901 
Lakeshore Dr., Columbia, SC 29206-4327, owned of record 
17,626.010 shares 9.38%;  Ward G. Pennebaker, SSB SEP IRA 
Custodian, 7510 Inwood, Houston, TX 77063-1802, owned of 
record 17,043.040 shares 9.07%.

Government Portfolio Class Y Shares

CSEA Employee Benefit Fund, A Non-Profit Organization, Attn: 
Karl Bellinger/Director of Internal Operations, 1 Lear Jet 
Lane, Suite 41, Latham, NY 12110-2313, owned of record 
13,980,723.770 shares 61.96%;  News Liquidation LLC, Attn: 
Joseph Desiderio, 305 Spruce Bank Road, Haxden, CT 06518-2213, 
owned of record 5,078,535.060 shares 22.51%;  Michael P. 
Churra and, Malcolm George Smith TTEES of the Frederick R. 
Weisman Trust of 1991 UTD 03/04/91, 1875 Century Park East 
#1790, Los Angeles, CA 90067-2529, owned of record 
3,115,921.840 shares 13.81%.
    
Custodian.  PNC Bank, National Association, a national banking 
association with offices at 17th and Chestnut Streets, 
Philadelphia, Pennsylvania (the "Custodian") serves as 
custodian of the Fund's investments. 

Transfer and Dividend Disbursing Agent.  First Data Investor 
Services Group, Inc., Exchange Place, Boston, Massachusetts 
02109 serves as the Fund's transfer and dividend disbursing 
agent.
   
Independent Auditors.  KPMG LLP, 345 Park Avenue, New York, 
New York 10154, has been selected as independent auditors for 
each fund for its fiscal year ending December 31, 1999 to 
examine and report on each fund's financial statements and 
financial highlights. 
    
Annual and Semi-Annual Reports.  The Company sends its 
shareholders a semi-annual report and an audited annual 
report, which include listings of the investment securities 
held by each fund at the end of the period covered.  In an 
effort to reduce the funds' printing and mailing costs, the 
funds plans to consolidate the mailing of their semi-annual 
and annual reports by household.  This consolidation means 
that a household having multiple accounts with the identical 
address of record will receive a single copy of each report. 
Shareholders who do not want this consolidation to apply to 
their accounts should contact their Salomon Smith Barney 
Financial Consultant or the transfer agent.

Minimum Account Size.  The Company reserves the right to 
redeem involuntarily any shareholder's account in Cash 
Portfolio or Government Portfolio if the aggregate net asset 
value of the shares held in the account in either fund is less 
than $500, and to redeem involuntarily any shareholder's 
account in Retirement Portfolio if the aggregate net asset 
value of the shares held in the account is less than $100.  
With respect to Cash Portfolio and Government Portfolio, any 
applicable CDSC will be deducted from the proceeds of this 
redemption.  (If a shareholder has more than one account in 
these funds, each account must satisfy the minimum account 
size.)  Before the Board of Directors of the Company elects to 
exercise such right, shareholders will receive prior written 
notice and will be permitted 60 days to bring accounts up to 
the minimum to avoid involuntary redemption.


FINANCIAL STATEMENTS
   
The Company's Annual Report for the fiscal year ended December 
31, 1998 is incorporated herein by reference in its entirety. 
 The Annual Report was filed on March 15, 1999, accession 
number 91155-99-000151.  
    




APPENDIX A - SECURITIES RATINGS

BOND (AND NOTES) RATINGS

Moody's Investors Service, Inc.

Aaa - Bonds that are rated "Aaa" are judged to be of the best quality.  
They carry the smallest degree of investment risk and are generally referred
to as "gilt edged." Interest payments are protected by a large or by an 
exceptionally stable margin and principal is secure.  While the various 
protective elements are likely to change, such changes as can be visualized 
are most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds that are rated '"Aa" are judged to be of high quality by all 
standards.  Together with the "Aaa" group they comprise what are generally 
known as high grade bonds.  They are rated lower than the best bonds because 
margins of protection may not be as large as in "Aaa" securities or
fluctuation of protective elements may be of greater amplitude or there may 
be other elements present that make the long term risks appear somewhat larger
than in "Aaa" securities.

Note:  The modifier 1 indicates that the security ranks in the higher end 
of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the issue ranks in the lower end of its 
generic rating category.

Standard & Poor's Rating Group

AAA - Debt rated "AAA" has the highest rating assigned by Standard & 
Poor's.  Capacity to pay interest and repay principal is extremely strong.

AA - Debt rated "AA" has a very strong capacity to pay interest and repay 
principal and differs from the highest rated issues only in small degree.

Plus (+) or Minus (-):  The rating of "AA" may be modified by the addition 
of a plus or minus sign to show relative standing within the major rating 
categories.

Provisional Ratings:  The letter "p" indicates that the rating is 
provisional.  A provisional rating assumes the successful completion of the 
project being financed by the debt being rated and indicates that payment of 
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project.  This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on 
the likelihood of' or the risk of default upon failure of' such completion. 
The investor should exercise judgment with respect to such likelihood and 
risk.

L - The letter "L" indicates that the rating pertains to the principal 
amount of those bonds where the underlying deposit collateral is fully insured
by the Federal Savings & Loan Insurance Corp. or the Federal Deposit Insurance
Corp.

+ - Continuance of the rating is contingent upon S&Ps receipt of closing 
documentation confirming investments and cash flow.

* - Continuance of the rating is contingent upon S&Ps receipt of an 
executed copy of the escrow agreement.

Fitch IBCA, Inc.

AAA - Bonds rated AAA by Fitch have the lowest expectation of credit risk.
The obligor has an exceptionally strong capacity for timely payment of
financial commitments which is highly unlikely to be adversely affected by
foreseeable events.

AA - Bonds rated AA by Fitch have a very low expectation of credit risk. 
They indicate very strong capacity for timely payment of financial commitments.
This capacity is not significantly vulnerable to foreseeable events.

Plus (+) Minus (-):  Plus and minus signs are used with a rating symbol to 
indicate the relative position of a credit within the rating category.  Plus
and minus signs, however, are not used in the "AAA" category.

COMMERCIAL PAPER RATINGS

Moody's Investors Service, Inc.

Issuers rated "Prime-1" (or related supporting institutions) have a 
superior capacity for repayment of short-term promissory obligations.  Prime-1
repayment will normally be evidenced by the following characteristics: leading
market positions in well-established industries; high rates of return on funds
employed; conservative capitalization structures with moderated reliance on 
debt and ample asset protection; broad margins in earnings coverage of fixed 
financial changes and high internal cash generation; well-established access 
to a range of financial markets and assured sources of alternate liquidity.

Issuers rated "Prime-2" (or related supporting institutions) have strong 
capacity for repayment of short-term promissory obligations.  This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree.  Earnings trends and coverage rations, while sound, will be
more subject to variation.  Capitalization characteristics, while still 
appropriate, may be more affected by external conditions.  Ample alternate 
liquidity is maintained.

Standard & Poor's Ratings Group

A-1 - This designation indicates that the degree of safety regarding 
timely payment is either overwhelming or very strong.  Those issuers determined
to possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.

A-2 - Capacity for timely payment on issues with this designation is 
strong.  However, the relative degree of safety is not as high as for issues
designated A-1.

Fitch IBCA, Inc.

Fitch's short-term ratings apply to debt obligations that are payable on 
demand or have original maturities of generally up to three years, including 
commercial paper, certificates of deposit, medium-term notes, and municipal 
and investment notes.

The short-term rating places greater emphasis than a long-term rating on 
the existence of liquidity necessary to meet financial commitment in a timely
manner.

Fitch's short-term ratings are as follows:

F1+ - Issues assigned this rating are regarded as having the strongest 
capacity for timely payments of financial commitments.  The "+" denotes an 
exceptionally strong credit feature.

Fl - Issues assigned this rating are regarded as having the strongest 
capacity for timely payment of financial commitments.

F2 - Issues assigned this rating have a satisfactory capacity for timely 
payment of financial commitments, but the margin of safety is not as great as
in the case of the higher ratings.

Duff & Phelps Inc.

Duff 1+ - Indicates the highest certainty of timely payment: short-term 
liquidity is clearly outstanding, and safety is just below risk-free United 
States Treasury short-term obligations.

Duff 1 - Indicates a high certainty of timely payment.

Duff 2 - Indicates a good certainty of timely payment  liquidity factors 
and company fundamentals are sound.

Thompson BankWatch ("TBW")

TBW-1 - Indicates a very high degree of likelihood that principal and 
interest will be paid on a timely basis.

TBW-2 - while the degree of safety regarding timely repayment of principal 
and interest is strong, the relative degree of safety is not as high as for 
issues rated TBW- 1.



g:\legal\funds\smfi\1999\secdocs\SAI499	6
g:\legal\funds\smfi\1999\secdocs\SAI499	A-3


PART C - OTHER INFORMATION


	Item 23.		Exhibits

	(a)	(1)	Articles Supplementary to the Articles of 
Incorporation dated November 7, 1985, January 30, 
1984, August 12, 1980 and May 8, 1980 are 
incorporated by reference to Exhibits (a) through 
(d) to Post-Effective Amendment No. 32. 

		(2)	Articles Supplementary to the Articles of 
Incorporation dated December 5, 1990 and Articles of 
Amendment dated April 19, 1991 are incorporated by 
reference to Exhibit 1(b) and (c) to Post-Effective 
Amendment No. 35. 

		(3)	Articles of Amendment to the Articles of 
Incorporation dated October 28, 1992 and Articles 
Supplementary to the Articles of Incorporation dated 
December 8, 1992 are incorporated by reference to 
Exhibit 1(c) and (d) to Post-Effective Amendment No. 
41. 

   	(4) 	Certificate of Correction dated July 15, 1994 is 
incorporated by reference to Post-Effective 
Amendment No. 51 filed on March 1, 1999. 

	(5)	Articles Supplementary to the Articles of 
Incorporation dated July 19, 1994 is incorporated 
by reference to Post-Effective Amendment No. 51 
filed on March 1, 1999.

	(6)	Articles of Amendment to Articles of Incorporation 
dated November 3, 1994 is incorporated by reference 
to Post-Effective Amendment No. 51 filed on March 
1, 1999.

	(7)	Articles Supplementary to Articles of Incorporation 
dated November 3, 1994 is incorporated by reference 
to Post-Effective Amendment No. 51 filed on March 
1, 1999.

	(8)	Articles Supplementary to Articles of Incorporation 
dated November 3, 1994 is incorporated by reference 
to Post-Effective Amendment No. 51 filed on March 
1, 1999.

	(9)	Articles Supplementary to Articles of Incorporation 
dated January 16, 1996 is incorporated by reference 
to Post-Effective Amendment No. 51 filed on March 
1, 1999.

	(10)	Articles Supplementary to Articles of Incorporation 
dated January 30, 1998 is incorporated by reference 
to Post-Effective Amendment No. 51 filed on March 
1, 1999.

	(11)	Articles of Amendment to Articles of Incorporation 
dated June 1998 is incorporated by reference to 
Post-Effective Amendment No. 51 filed on March 1, 
1999.
    
(b) (1) Bylaws are incorporated by reference to Exhibit 2 to 
Post-Effective Amendment No. 32.

   (2)  Restated By-Laws are incorporated by reference 
to Post-Effective Amendment No. 51 filed on March 1, 
1999.     
 
	(c)	Specimen Stock Certificates for the Cash Portfolio, 
Government Portfolio and Retirement Portfolio are 
incorporated by reference to Exhibits 4(a) through (c) 
to Post-Effective Amendment No. 32.

	(d)	(1)	Management Agreement - U.S. Treasury Portfolio is 
incorporated by reference to Exhibit 5(a) to Post-
Effective Amendment No. 34. 

		(2)	Management Agreement for the Cash Portfolio is 
incorporated by reference to Exhibit 5(b) to Post-
Effective Amendment No. 44. 

		(3)	Management Agreement for the Government Portfolio is 
incorporated by reference to Exhibit 5(c) to Post-
Effective Amendment No. 44. 

(4) Management Agreement for the Retirement Portfolio is 
incorporated by reference to Exhibit 5(d) to Post-
Effective Amendment No. 44. 

	(e)	(1)	Underwriting Agreement is incorporated by reference 
to Exhibit 6 to Post-Effective Amendment No. 32. 

   (2)	Distribution Agreement between the Registrant 
and CFBDS Inc. dated October 8, 1998 is 
incorporated by reference to Post-Effective 
Amendment No. 51 filed on March 1, 1999.

(3)	Selling Group Agreement between Registrant and 
CFBDS, Inc. is filed herewith.     

	(f)	Not applicable. 

	(g)	Custodian Agreement is incorporated by reference to 
Exhibit 8 to Post-Effective Amendment No. 32. 

   (h) (1)	Form of Transfer Agency Agreement is incorporated by 
reference to Exhibit 9 to Post-Effective Amendment No. 49. 

	(2)	Form of Sub-Transfer Agency Agreement between Registrant 
and PFS Shareholder Services is filed herewith.     

	(i)	Opinion and Consent of Sullivan & Cromwell as to 
legality of the series of shares being registered is 
incorporated by reference to the Registration Statement 
and Post-Effective Amendment No. 31. 

	(j)	(1) Auditors' Report (see the Annual Report to 
Shareholders which is incorporated by reference in the 
Statement of Additional Information). 

	   	(2)  Auditors' Consent is filed herewith.     

	(k)	Not applicable. 

	(l)	Not applicable. 

	(m)	(1)	Plan of Distribution Pursuant to Rule 12b-1 for the 
Cash Portfolio is incorporated by reference to 
Exhibit 15(a) to Post-Effective Amendment No. 44. 

		(2)	Plan of Distribution Pursuant to Rule 12b-1 for the 
Government Portfolio is incorporated by reference to 
Exhibit 15(b) to Post-Effective Amendment No. 44. 

		(3)	Plan of Distribution Pursuant to Rule 12b-1 for the 
Retirement Portfolio is incorporated by reference to 
Exhibit 15 to Post-Effective Amendment No. 42.

	   	(4)	Form of Amended and Restated Plan of Distribution pursuant
to Rule 12b-1 for the Registrant is incorporated by reference to
Post-Effective Amendment No. 51 filed on March 1, 1999. 

		(5)	Form of Amended Plan of Distribution pursuant to Rule 12b-1
between the Registrant and PFS Distributors, Inc. is filed herewith.

	(n)	Financial Data Schedule is filed herewith.     

	(o)	(1)	Plan pursuant to Rule 18f-3 is incorporated by 
reference to Exhibit 18 to Post-Effective Amendment 
No. 47. 

	   	(2)	Plan pursuant to Rule 18f-3 is incorporated by 
reference to Post-Effective Amendment No. 51 filed 
on March 1, 1999.      

Item 24.	Persons Controlled by or under Common Control with 
Registrant

	(None) 

Item 25.	Indemnification

		Reference is made to Article SEVENTH of Registrant's 
Articles of Incorporation for a complete statement of its 
terms.

		Subparagraph (9) of Article SEVENTH provides:  "Anything 
herein contained to the contrary notwithstanding, no 
officer or director of the corporation shall be 
indemnified for any liability to the registrant or its 
security holders to which he would otherwise be subject by 
reason of willful misfeasance, bad faith, gross negligence 
or reckless disregard of the duties involved in the 
conduct of his office."

		Registrant is a named assured on a joint insured bond 
pursuant to Rule 17g-1 of the Investment Company Act of 
1940.  Other assureds include SSBC Fund Management Inc. 
(formerly Mutual Management Corp.) (Registrant's Manager) 
and affiliated investment companies. 

Item 26.	Business and other Connections of Investment Adviser

	Information as to the Directors and Officers of SSBC Fund 
Management Inc. (formerly Mutual Management Corp.) is 
included in its Form ADV (File No. 801-8314), filed with 
the 	Commission, which is incorporated herein by reference 
thereto. 

Item 27.  Principal Underwriters

(a) CFBDS, Inc., ("CFBDS") the Registrant's Distributor, is also 
the distributor for the following Smith Barney funds: Concert 
Investment Series, Consulting Group Capital Markets Funds, 
Greenwich Street Series Fund, Smith Barney Adjustable Rate 
Government Income Fund, Smith Barney Aggressive Growth Fund 
Inc., Smith Barney Appreciation Fund Inc., Smith Barney Arizona 
Municipals Fund Inc., Smith Barney California Municipals Fund 
Inc., Smith Barney Concert Allocation Series Inc., Smith Barney 
Equity Funds, Smith Barney Fundamental Value Fund Inc., Smith 
Barney Funds, Inc., Smith Barney Income Funds, Smith Barney 
Institutional Cash Management Fund, Inc., Smith Barney 
Investment Funds Inc., Smith Barney Investment Trust, Smith 
Barney Managed Governments Fund Inc., Smith Barney Managed 
Municipals Fund Inc., Smith Barney Massachusetts Municipals 
Fund, Smith Barney Muni Funds, Smith Barney Municipal Money 
Market Fund, Inc., Smith Barney Natural Resources Fund Inc., 
Smith Barney New Jersey Municipals Fund Inc., Smith Barney 
Oregon Municipals Fund Inc., Smith Barney Principal Return 
Fund, Smith Barney Small Cap Blend Fund, Inc., Smith Barney 
Telecommunications Trust, Smith Barney Variable Account Funds, 
Smith Barney World Funds, Inc., Travelers Series Fund Inc., and 
various series of unit investment trusts.

CFBDS also serves as the distributor for the following funds: 
The Travelers Fund UL for Variable Annuities, The Travelers Fund 
VA for Variable Annuities, The Travelers Fund BD for Variable 
Annuities, The Travelers Fund BD II for Variable Annuities, The 
Travelers Fund BD III for Variable Annuities, The Travelers Fund 
BD IV for Variable Annuities, The Travelers Fund ABD for 
Variable Annuities, The Travelers Fund ABD II for Variable 
Annuities, The Travelers Separate Account PF for Variable 
Annuities, The Travelers Separate Account PF II for Variable 
Annuities, The Travelers Separate Account QP for Variable 
Annuities, The Travelers Separate Account TM for Variable 
Annuities, The Travelers Separate Account TM II for Variable 
Annuities, The Travelers Separate Account Five for Variable 
Annuities, The Travelers Separate Account Six for Variable 
Annuities, The Travelers Separate Account Seven for Variable 
Annuities, The Travelers Separate Account Eight for Variable 
Annuities, The Travelers Fund UL for Variable Annuities, The 
Travelers Fund UL II for Variable Annuities, The Travelers 
Variable Life Insurance Separate Account One, The Travelers 
Variable Life Insurance Separate Account Two, The Travelers 
Variable Life Insurance Separate Account Three, The Travelers 
Variable Life Insurance Separate Account Four, The Travelers 
Separate Account MGA, The Travelers Separate Account MGA II, The 
Travelers Growth and Income Stock Account for Variable 
Annuities, The Travelers Quality Bond Account for Variable 
Annuities, The Travelers Money Market Account for Variable 
Annuities, The Travelers Timed Growth and Income Stock Account 
for Variable Annuities, The Travelers Timed Short-Term Bond 
Account for Variable Annuities, The Travelers Timed Aggressive 
Stock Account for Variable Annuities, The Travelers Timed Bond 
Account for Variable Annuities. 

In addition, CFBDS, the Registrant's Distributor, is also the 
distributor for CitiFunds Multi-State Tax Free Trust, CitiFunds 
Premium Trust, CitiFunds Institutional Trust, CitiFunds Tax 
Free Reserves, CitiFunds Trust I, CitiFunds Trust II, CitiFunds 
Trust III, CitiFunds International Trust, CitiFunds Fixed 
Income Trust, CitiSelect VIP Folio 200, CitiSelect VIP Folio 
300, CitiSelect VIP Folio 400, CitiSelect VIP Folio 500, 
CitiFunds Small Cap Growth VIP Portfolio.  CFBDS is also the 
placement agent for Large Cap Value Portfolio, Small Cap Value 
Portfolio, International Portfolio, Foreign Bond Portfolio, 
Intermediate Income Portfolio, Short-Term Portfolio, Growth & 
Income Portfolio, U.S. Fixed Income Portfolio, Large Cap Growth 
Portfolio, Small Cap Growth Portfolio, International Equity 
Portfolio, Balanced Portfolio, Government Income Portfolio, Tax 
Free Reserves Portfolio, Cash Reserves Portfolio and U.S. 
Treasury Reserves Portfolio. 

In addition, CFBDS is also the distributor for the following 
Salomon Brothers funds: Salomon Brothers Opportunity Fund Inc., 
Salomon Brothers Investors Fund Inc., Salomon Brothers Capital 
Fund Inc., Salomon Brothers Series Funds Inc., Salomon Brothers 
Institutional Series Funds Inc., Salomon Brothers Variable 
Series Funds Inc.

In addition, CFBDS is also the distributor for the Centurion 
Funds, Inc.

(b)	The information required by this Item 27 with respect to 
each director and officer of CFBDS is incorporated by reference 
to Schedule A of Form BD filed by CFBDS pursuant to the 
Securities and Exchange Act of 1934 (File No. 8-32417).

(c)	Not applicable.



Item 28.	Location of Accounts and Records

PNC Bank, National Association, 17th and Chestnut Streets, 
Philadelphia, Pennsylvania 19103, and First Data Investor 
Services Group, Inc., 53 State Street, Boston, 
Massachusetts 02109, will maintain the custodian and the 
shareholders servicing agent records, respectively, 
required by Section 31(a) of the 1940 Act.

All other records required by Section 31(a) are maintained 
at the offices of the Registrant at 388 Greenwich Street, 
New York, New York 10013 (and preserved for the periods 
specified by Rule 31a-2) of the 1940 Act.

Item 29.	Management Services

	Not applicable.

Item 30.	Undertakings

	Not applicable


SIGNATURES
   
Pursuant to the requirements of the Securities Act of 1933 and the 
Investment Company Act of 1940, the Registrant has duly caused this 
Post-Effective Amendment to its Registration Statement to be signed 
on its behalf by the undersigned, and where applicable, the true 
and lawful attorney-in-fact, thereto duly authorized, in the City 
of New York, and State of New York on the 30th day of April 1999. 
    

	SMITH BARNEY MONEY FUNDS, INC.


	By: /s/ Heath B. McLendon
		Heath B. McLendon
		Chairman of the Board, President and
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this 
Post-Effective Amendment to the Registration Statement has been 
signed below by the following persons in the capacities and on the 
date indicated.

Signatures	Title		Date
   
/s/Heath B. McLendon            	Chairman of the 
Board,	April 30, 1999
(Heath B. McLendon)	President and Chief 
	Executive Officer


/s/Donald R. Foley*                 	Director	April 30, 1999
(Donald R. Foley)


/s/ Paul Hardin*                       	Director	April 30, 1999
(Paul Hardin) 


/s/Roderick C. Rasmussen*      	Director	April 30, 1999
(Roderick C. Rasmussen)


/s/John P. Toolan*                     	Director	April 30, 1999
(John P. Toolan)


/s/Lewis E. Daidone                  Treasurer 	April 30, 1999
(Lewis E. Daidone)                   (Principal
	             			Financial and 
              				Accounting Officer)


*By: /s/ Christina T. Sydor        		April 30, 1999
	Christina T. Sydor
	Pursuant to Power of Attorney
    


EXHIBIT INDEX


Exhibit No.	Exhibit

(e)	(3) 		Selling Group Agreement between Registrant and 
CFBDS, Inc. 

(j)	(2) 		Auditor's Consent   

(n)			Financial Data Schedule