SMITH BARNEY
INSTITUTIONAL CASH MANAGEMENT FUND INC.
CLASS A SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

ACCOUNT NO. 						CUSIP 

THIS IS TO CERTIFY THAT 




IS THE OWNER OF


FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF CAPITAL STOCK OF PAR 
VALUE OF $0.001 EACH OF 
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND INC.

("the Corporation") transferable only on the books of the Corporation by 
the holder hereof in person or by duly authorized attorney, upon 
surrender of this Certificate properly endorsed. This certificate is not 
valid until countersigned by the Transfer Agent.

WITNESS the facsimile Seal of the Corporation and the facsimile Seal of 
the corporation and the facsimile signatures of its duly authorized 
officers.

DATED

___________________	____________________			
	CHAIRMAN		SECRETARY		BY
	_________________________
								AUTHORIZED SIGNATURE



THE FUND HAS MORE THAN ONE CLASS OS THE CAPITAL STOCK AND THE BOARD OF 
DIRECTORS MAY AUTHORIZE ADDITIONAL CLASSES OF THE CAPITAL STOCK.  THE 
CORPORATION WILL FURNISH A FULL STATEMENT OF THE BOARD OF DIRECTOR'S 
AUTHORITY AND OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSIONS AND 
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS LIMITATIONS AS TO DIVIDENDS, 
QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF 
EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE TO ANY 
STOCKHOLDER UPON REQUEST WITHOUT CHARGE.

The following abbreviations, when used in the inscription on the face of 
this certificate, shall be construed as though they were written out in 
full according to applicable laws or regulations.

TEN COM-	as tenants in commom		UNIF GIFT MIN ACT-
 ..........Custodian............
									(Cust)	
	(Minor)

TEN ENT-	as tenants by entireties				under 
Uniform Gifts to Minors

JT TEN-	as joint tenants with right
		of survivorship and not as 		
	Act............................................
		tenants in common

Additional abbreviations may also be used though not in the above list.

For value recieved,_______________________hereby sell, assign and 
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER 
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________

________________________________________________________________________
________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF 
ASSIGNEE 

________________________________________________________________________
_________________________________
of the Capital Stock represented by the Certificate, and do hereby 
irrevocably constitute and appoint

______________________________________________________________________At
torney
to transfer the said stock on the books of the within-named Corporation 
with full power of substitution in the premises.

Dated,_______________________
							
	_________________________
								NOTICE: The signature to 
this assignment 									must 
correspond with the name as written 						
			upon the face of the Certificate.  In every 		
							particular, without alteration 
or enlargement, 									or any 
change whatever.



SMITH BARNEY
INSTITUTIONAL CASH MANAGEMENT FUND INC.
CLASS B SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

ACCOUNT NO. 						CUSIP 

THIS IS TO CERTIFY THAT 




IS THE OWNER OF


FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF CAPITAL STOCK OF PAR 
VALUE OF $0.001 EACH OF 
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND INC.

("the Corporation") transferable only on the books of the Corporation by 
the holder hereof in person or by duly authorized attorney, upon 
surrender of this Certificate properly endorsed. This certificate is not 
valid until countersigned by the Transfer Agent.

WITNESS the facsimile Seal of the Corporation and the facsimile Seal of 
the corporation and the facsimile signatures of its duly authorized 
officers.

DATED

___________________	____________________			
	CHAIRMAN		SECRETARY		BY
	_________________________
								AUTHORIZED SIGNATURE



THE FUND HAS MORE THAN ONE CLASS OS THE CAPITAL STOCK AND THE BOARD OF 
DIRECTORS MAY AUTHORIZE ADDITIONAL CLASSES OF THE CAPITAL STOCK.  THE 
CORPORATION WILL FURNISH A FULL STATEMENT OF THE BOARD OF DIRECTOR'S 
AUTHORITY AND OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSIONS AND 
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS LIMITATIONS AS TO DIVIDENDS, 
QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF 
EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE TO ANY 
STOCKHOLDER UPON REQUEST WITHOUT CHARGE.

The following abbreviations, when used in the inscription on the face of 
this certificate, shall be construed as though they were written out in 
full according to applicable laws or regulations.

TEN COM-	as tenants in commom		UNIF GIFT MIN ACT-
 ..........Custodian............
									(Cust)	
	(Minor)

TEN ENT-	as tenants by entireties				under 
Uniform Gifts to Minors

JT TEN-	as joint tenants with right
		of survivorship and not as 		
	Act............................................
		tenants in common

Additional abbreviations may also be used though not in the above list.

For value recieved,_______________________hereby sell, assign and 
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER 
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________

________________________________________________________________________
________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF 
ASSIGNEE 

________________________________________________________________________
_________________________________
of the Capital Stock represented by the Certificate, and do hereby 
irrevocably constitute and appoint

______________________________________________________________________At
torney
to transfer the said stock on the books of the within-named Corporation 
with full power of substitution in the premises.

Dated,_______________________
							
	_________________________
								NOTICE: The signature to 
this assignment 									must 
correspond with the name as written 						
			upon the face of the Certificate.  In every 		
							particular, without alteration 
or enlargement, 									or any 
change whatever.