As filed with the Securities and Exchange Commission
on July 27, 2001
Registration Nos. 002-69938
811-3112

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

POST-EFFECTIVE AMENDMENT NO. 32
To The
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

AND

THE INVESTMENT COMPANY ACT OF 1940


SMITH BARNEY MUNICIPAL MONEY MARKET FUND, INC.
(Exact name of Registrant as specified
in the Articles of Incorporation)

7 World Trade Center, New York, New York l0048
(Address of principal executive offices)

(212) 783-0693
(Registrant's telephone number)

Christina T. Sydor
7 World Trade Center, New York, New York l0048 (39th
Floor)
(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
paragraph (b)

[XX]    on July 27, 2001 pursuant to paragraph (b) of
Rule 485

[       ]   60 days after filing pursuant to paragraph
(a)(i)

[       ]   on (date) pursuant to paragraph (a)(i)

[       ]   75 days after filing pursuant to paragraph
(a)(ii)

[       ]   on (date) pursuant to paragraph (a)( ii)
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>
                              P R O S P E C T U S

                              ------------------
                                  SMITH BARNEY
                                MUNICIPAL MONEY
                               MARKET FUND, INC.
                              ------------------

Class A and Y Shares
July 30, 2001


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.

                         [SMITH BARNEY     SMITH BARNEY
                    MUTUAL FUNDS LOGO]     MUTUAL FUNDS

                YOUR SERIOUS MONEY. PROFESSIONALLY MANAGED.(SM)

--------------------------------------------------------------------------------
   INVESTMENT PRODUCTS: NOT FDIC INSURED * NO BANK GUARANTEE * MAY LOSE VALUE
--------------------------------------------------------------------------------
<PAGE>

1                                                      Smith Barney Mutual Funds

MUNICIPAL MONEY MARKET FUND, INC.


   CONTENTS


<TABLE>
<S>                                                          <C>
Investments, risks and performance.........................    2

More on the fund's investments.............................    6

Management.................................................    7

Choosing a class of shares to buy..........................    8

Letter of intent: Class Y shares...........................    9

Deferred sales charges.....................................   10

Buying shares..............................................   11

Exchanging shares..........................................   12

Redeeming shares...........................................   14

Other things to know about share transactions..............   16

Dividends, distributions and taxes.........................   18

Share price................................................   19

Financial highlights.......................................   20
</TABLE>


YOU SHOULD KNOW: An investment in the 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 the fund will be able to maintain a stable net asset value of
$1.00 per share.
<PAGE>

Municipal Money Market Fund, Inc.                                              2

   INVESTMENTS, RISKS AND PERFORMANCE

INVESTMENT OBJECTIVE


The fund seeks to provide income exempt from regular federal income taxes from a
portfolio of high quality short-term municipal obligations selected for
liquidity and stability of principal.


PRINCIPAL INVESTMENT STRATEGIES


KEY INVESTMENTS  The fund invests at least 80% of its assets in short-term high
quality "municipal securities," which are debt obligations issued by any of the
50 states and their political subdivisions, agencies and public authorities
(together with certain other governmental issuers such as Puerto Rico, the
Virgin Islands and Guam). The interest on these securities is excluded from
gross income for federal income taxes. As a result, the interest rate on these
securities normally is lower than it would be if the securities were subject to
federal income taxation. All of the securities in which the fund invests are
rated in one of the two highest short-term rating categories, or if unrated, of
equivalent quality. All of these securities have remaining maturities of 397
days or less. The fund maintains a dollar-weighted average portfolio maturity of
90 days or less.


SELECTION PROCESS  The manager selects securities primarily by identifying
undervalued sectors and individual securities. The manager only selects
securities of issuers which it believes present minimal credit risk. In
selecting individual securities, the manager:

- Uses fundamental credit analysis to estimate the relative value and
  attractiveness of various securities and sectors

- Measures the potential impact of supply/demand imbalances for fixed versus
  variable rate securities and for obligations of different states

- Measures the yields available for securities with different maturities and a
  security's maturity in light of the outlook for interest rates to identify
  individual securities that offer return advantages at similar risk levels

- May trade between general obligation and revenue bonds and among various
  revenue bond sectors, such as housing, hospital and industrial development,
  based on their apparent relative values
<PAGE>

3                                                      Smith Barney Mutual Funds

PRINCIPAL RISKS OF INVESTING IN THE FUND

Although the fund seeks to preserve the value of your investment at $1 per
share, it is possible to lose money by investing in the fund, or the fund could
underperform other short-term municipal debt instruments or money market funds,
if:

- Interest rates rise, causing the value of the fund's portfolio to decline

- The issuer of a security owned by the fund defaults on its obligation to pay
  principal and/or interest or the security's credit rating is downgraded

- Municipal securities fall out of favor with investors

- Unfavorable legislation affects the tax-exempt status of municipal securities

- The manager's judgment about the attractiveness, value or income potential of
  a particular security proves to be incorrect


It is possible that some of the fund's income distributions may be, and
distributions of any gains generally will be, subject to federal income
taxation. Some of the fund's income may be subject to the federal alternative
minimum tax. In addition, distributions of the fund's income and gains will
generally be subject to state income taxation. While not expected, the fund may
occasionally realize taxable gains on the sale of its securities.


WHO MAY WANT TO INVEST  The fund may be an appropriate investment if you are a
taxpayer:

- In a high federal tax bracket seeking current income exempt from federal
  taxation

- Seeking exposure to short-term municipal securities at a minimum level of
  additional risk

- Are looking to allocate a portion of your assets to money market securities
<PAGE>

Municipal Money Market Fund, Inc.                                              4

RISK RETURN BAR CHART


This bar chart indicates the risks of investing in the fund by showing changes
in the fund's performance from year to year. Past performance does not
necessarily indicate how the fund will perform in the future. The bar chart
shows the performance of the fund's Class A shares for each of the past 10 full
calendar years. Class Y shares have different performance because of different
expenses.


                          TOTAL RETURN: CLASS A SHARES

[Risk bar chart]

<TABLE>
<S>                                                           <C>
91                                                                               4.14%
92                                                                               2.50%
93                                                                               1.90%
94                                                                               2.35%
95                                                                               3.43%
96                                                                               2.97%
97                                                                               3.13%
98                                                                               2.96%
99                                                                               2.73%
00                                                                               3.56%
</TABLE>

                        CALENDAR YEARS ENDED DECEMBER 31

QUARTERLY RETURNS (PAST 10 YEARS):


Highest: 1.10% in 1st quarter 1991;  Lowest: 0.44% in 1st quarter 1994
Year to date: 1.45% through 6/30/01.


RISK RETURN TABLE

This table indicates the risks of investing in the fund by comparing the average
annual total return of each class for the periods shown with that of the 90-day
Treasury bill. 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, 2000



<TABLE>
<CAPTION>
         CLASS          INCEPTION DATE   1 YEAR    5 YEARS   10 YEARS   SINCE INCEPTION
  <S>                   <C>             <C>        <C>       <C>        <C>
           A                4/3/81       3.56%      3.07%     2.97%        n/a
           Y               2/12/96       3.69%      n/a       n/a          3.16%
     90 day T-bill                       5.99%      5.18%     4.78%        n/a
</TABLE>



7 DAY YIELD:  AS OF DECEMBER 31, 2000:



Class A -- 4.02%; Class Y -- 4.13%.

<PAGE>

5                                                      Smith Barney Mutual Funds

FEE TABLE
This table sets forth the fees and expenses you will pay if you invest in fund
shares.
                                SHAREHOLDER FEES

<TABLE>
<CAPTION>
       (FEES PAID DIRECTLY FROM YOUR INVESTMENT)       CLASS A   CLASS Y
  <S>                                                  <C>       <C>
  Maximum sales charge (load) imposed on purchases
  (as a % of offering price)                            None     None

  Maximum deferred sales charge (load) (as a % of the
  lower of net asset value at purchase or redemption)  None*     None
</TABLE>

                         ANNUAL FUND OPERATING EXPENSES


<TABLE>
<CAPTION>
         (EXPENSES DEDUCTED FROM FUND ASSETS)          CLASS A   CLASS Y
  <S>                                                  <C>       <C>
  Management fees                                       0.48%     0.48%

  Distribution and service (12b-1) fees                 0.10%      None
  Other expenses                                        0.04%     0.01%
                                                        -----     -----

  Total annual fund operating expenses                  0.62%     0.49%
</TABLE>


*Class A Shares acquired through an exchange for shares of another Smith Barney
Mutual Fund which were originally acquired at net asset value subject to a
contingent deferred sales charge ("CDSC") remain subject to the original fund's
CDSC.

EXAMPLE

This example helps you compare the costs of investing in the fund 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

- The fund's operating expenses remain the same
                      NUMBER OF YEARS YOU OWN YOUR SHARES


<TABLE>
<CAPTION>
                                     1 YEAR   3 YEARS   5 YEARS   10 YEARS
  <S>                                <C>      <C>       <C>       <C>
  Class A (with or without
  redemptions)                        $63      $199      $346       $774

  Class Y (with or without
  redemptions)                        $50      $157      $274       $616
</TABLE>

<PAGE>

Municipal Money Market Fund, Inc.                                              6

   MORE ON THE FUND'S INVESTMENTS

MUNICIPAL SECURITIES  The municipal securities in which the fund invests include
general obligation and revenue bonds and notes and tax-exempt commercial paper.
The fund may invest in floating or variable rate municipal securities. Some of
these securities may have stated final maturities of more than 397 days but have
demand features that entitle the fund to receive the principal amount of the
securities either at any time or at specified intervals.

STRUCTURED SECURITIES  The fund may invest up to 20% of its assets in three
types of structured securities: tender option bonds, partnership interests and
swap-based securities. These securities represent participation interests in a
special purpose trust or partnership holding one or more municipal bonds and/or
municipal bond interest rate swaps. A typical swap enables the trust or
partnership to exchange a municipal bond interest rate for a floating or
variable, short-term municipal interest rate.

These structured securities are a type of derivative instrument. Unlike some
derivatives, these securities are not designed to leverage the fund's portfolio
or increase its exposure to interest rate risk.

Investments in structured securities raise certain tax, legal, regulatory and
accounting issues which may not be presented by investments in other municipal
bonds. These issues could be resolved in a manner that could hurt the
performance of the fund.

DEFENSIVE INVESTING  The fund may depart from its principal investment
strategies in response to adverse market, economic or political conditions by
taking temporary defensive positions in all types of taxable money market and
short-term debt securities. If the fund takes a temporary defensive position, it
may be unable to achieve its investment goal.
<PAGE>

7                                                      Smith Barney Mutual Funds

   MANAGEMENT


MANAGER  The fund's investment manager is Smith Barney Fund Management LLC
("SBFM") formerly known as SSB Citi Fund Management LLC, an affiliate of Salomon
Smith Barney Inc. The manager's address is 7 World Trade Center, New York, New
York 10048. The manager selects the 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 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 FEES  During the fiscal year ended March 31, 2001, the manager
received an advisory fee equal to 0.48% of the fund's average daily net assets.



DISTRIBUTION PLAN  The fund has adopted a Rule 12b-1 distribution plan for its
Class A shares. Under the plan, Class A shares pay a service fee. The fee in
Class A shares is an ongoing expense and, over time, it increases the cost of
your investment and may cost you more than other types of sales charges.



In addition, the distributor may make payments for distribution and/or
shareholder servicing activities out of its past profits and other available
sources. The distributor may also make payments for marketing, promotional or
related expenses to dealers. The amount of these payments is determined by the
distributor and may be substantial. The manager or an affiliate may make similar
payments under similar arrangements.


TRANSFER AGENT AND SHAREHOLDER SERVICING AGENT  Citi Fiduciary Trust Company
serves as the fund's transfer agent and shareholder servicing agent (the
"transfer agent"). Pursuant to a sub-transfer agency and services agreement with
the transfer agent, PFPC Global Fund Services serves as the fund's sub-transfer
agent (the "sub-transfer agent") to render certain functions, including
shareholder record keeping and accounting services.
<PAGE>

Municipal Money Market Fund, Inc.                                              8

   CHOOSING A CLASS OF SHARES TO BUY

You may purchase Class A shares which are sold at net asset value with no
initial or deferred sales charge. Class A shares are subject to ongoing
distribution and service fees.

You may purchase Class Y shares only if you are making an initial investment of
at least $15,000,000. Class Y shares are sold at net asset value

You may buy shares from:


- A broker/dealer, financial intermediary financial institution or a
  distributor's financial consultants (each called a "Service Agent")



- The fund, but only if you are investing through certain Service Agents.



All classes of shares are not available through all Service Agents. You should
contact your Service Agent for further information.


INVESTMENT MINIMUMS  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

  Uniform Gift to Minors Accounts              $250     $15 million       $50
</TABLE>
<PAGE>

9                                                      Smith Barney Mutual Funds


   LETTER OF INTENT: CLASS Y SHARES

You may buy Class Y shares of the fund 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.
<PAGE>

Municipal Money Market Fund, Inc.                                             10


   DEFERRED SALES CHARGES


If Class A shares of the fund 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 these shares within 12 months of the date
you purchased shares of the original fund, the fund's 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
purchase or redemption, whichever is less, and therefore you do not pay a sales
charge on amounts representing appreciation or depreciation.

In addition, you do not pay a deferred sales charge on:

- Shares exchanged for shares of another Smith Barney fund

- Shares representing reinvested distributions and dividends

- Shares no longer subject to the deferred sales charge

Each time you place a request to redeem shares that were acquired by exchange
from another Smith Barney fund subject to a deferred sales charge, the fund will
first redeem any shares in your account that are not subject to a deferred sales
charge and then the shares in your account that have been held the longest.


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 Service Agent.



The fund's distributor receives deferred sales charges as partial compensation
for its expenses in selling shares, including the payment of compensation to
your Service Agent.


DEFERRED SALES CHARGE WAIVERS

The deferred sales charge for Class A shares will generally be waived:

- 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 Service Agent, or consult the Statement of Additional Information
("SAI").

<PAGE>

11                                                     Smith Barney Mutual Funds

   BUYING SHARES


<TABLE>
<C>                    <S>

   Through a Service   You should contact your Service Agent to open a
               Agent   brokerage account and make arrangements to buy
                       shares.

                       If you do not provide the following information,
                       your order will be rejected:

                       - Class of shares being bought
                       - Dollar amount or number of shares being bought

                       Your Service Agent may charge an annual account
                       maintenance fee.
-----------------------------------------------------------------------
         Through the   Certain investors who are clients of certain
                fund   Service Agents are eligible to buy shares
                       directly from the fund.

                       - Write the fund at the following address:
                           SMITH BARNEY MUNICIPAL MONEY MARKET FUND, INC.
                           (SPECIFY CLASS OF SHARES)
                           C/O PFPC GLOBAL FUND SERVICES
                           P.O. BOX 9699
                           PROVIDENCE, RHODE ISLAND 02940-9699
                       - Enclose a check to pay for the shares. For
                         initial purchases, complete and send an account
                         application.
                       - For more information, call the transfer agent
                         at 1-800-451-2010.
                         For more information, contact your Service
                         Agent, or the transfer agent or consult the SAI.
</TABLE>

<PAGE>

Municipal Money Market Fund, Inc.                                             12

   EXCHANGING SHARES


<TABLE>
<C>                    <S>
 Smith Barney offers   You should contact your Service Agent to
       a distinctive   exchange into other Smith Barney funds. Be
     family of funds   sure to read the prospectus of the Smith
    tailored to help   Barney fund you are exchanging into. An
    meet the varying   exchange is a taxable transaction.
       needs of both
     large and small   - You may exchange shares only for shares of
           investors     the same class of another Smith Barney fund.
                         Not all Smith Barney funds offer all
                         classes.
                       - Not all Smith Barney funds may be offered
                         in your state of residence. Contact your
                         Service Agent or the transfer agent.
                       - Exchanges of Class A shares are subject to
                         minimum investment requirements and all
                         shares are subject to the other
                         requirements of the fund into which
                         exchanges are made.
                       - If you hold share certificates, the
                         sub-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 Service Agent
                       or the transfer agent.

                       Your deferred sales charge (if any) will
                       continue to be measured from the date of your
                       original purchase of another fund's shares
                       subject to a deferred sales charge.
</TABLE>

<PAGE>

13                                                     Smith Barney Mutual Funds


<TABLE>
<C>                    <S>

        By telephone   If you do not have a brokerage account with a
                       Service Agent, you may be eligible to
                       exchange shares through the fund. You must
                       complete 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 4:00 p.m. (Eastern time).
                       You can make telephone exchanges only between
                       accounts that have identical registrations.
--------------------------------------------------------------------
             By mail   If you do not have a brokerage account,
                       contact your Service Agent or write to the
                       sub-transfer agent at the address on the
                       following page.
</TABLE>

<PAGE>

Municipal Money Market Fund, Inc.                                             14

   REDEEMING SHARES


<TABLE>
<C>                    <S>
           Generally   Contact your Service Agent to redeem shares
                       of the fund.

                       If you hold share certificates, the
                       sub-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 will be sent within
                       three business days 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 original check clears, which may
                       take up to 15 days.

                       If you have a brokerage account with a
                       Service Agent, 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 fund, send
                       written requests to the fund at the following
                       address:
                            SMITH BARNEY MUNICIPAL MONEY MARKET FUND,
                            INC.
                            (SPECIFY CLASS OF SHARES)
                            C/O PFPC GLOBAL FUND SERVICES
                            P.O. BOX 9699
                            PROVIDENCE, RHODE ISLAND 02940-9699

                       Your written request must provide the
                       following:
                       - The name of the fund and 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
</TABLE>

<PAGE>

15                                                     Smith Barney Mutual Funds


<TABLE>
<C>                    <S>

        By telephone   If you do not have a brokerage account with a
                       Service Agent, you may be eligible to redeem
                       shares in amounts up to $50,000 per day
                       through the fund. You must complete an
                       authorization form to authorize telephone
                       redemptions. If eligible, you may request
                       redemptions by telephone on any day the New
                       York Stock Exchange ("NYSE") is open.
                       Call the transfer agent at 1-800-451-2010
                       between 9:00 a.m. and 4:00 p.m. (Eastern
                       time).

                       Your redemption proceeds can be sent by check
                       to your address of record or by wire or
                       electronic transfer (ACH) 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 or electronic transfers and you may be
                       asked to provide certain other documents. A
                       sub-transfer agent may charge a fee on a wire
                       or an electronic transfer (ACH).
--------------------------------------------------------------------
                       For more information, contact your Service
                       Agent or consult the SAI.
</TABLE>

<PAGE>

Municipal Money Market Fund, Inc.                                             16

   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 a Service Agent, the
transfer agent or the sub-transfer agent receives, or converts the purchase
amount into, federal funds.



The fund will employ reasonable procedures to confirm that any telephone
exchange or redemption request is genuine, including recording calls, asking the
caller to provide certain personal identification information, sending you a
written confirmation or requiring other confirmation procedures from time to
time. If these procedures are followed, neither the fund nor the transfer agent
will bear any liability for such transactions.


SIGNATURE GUARANTEES  To be in good order, your redemption request must include
a signature guarantee if you:


- Are redeeming over $50,000


- Are sending signed share certificates or stock powers to the sub-transfer
  agent

- Instruct the sub-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
  registration

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.

The fund has the right to:

- Suspend the offering of shares

- Waive or change minimum and additional investment amounts
<PAGE>

17                                                     Smith Barney Mutual Funds

- 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 NYSE
  is restricted, or as otherwise permitted by the Securities 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 because of a redemption
of fund shares, the fund may ask you to bring your account up to the applicable
minimum investment amount. If you choose not to do so within 60 days, the fund
may close your account and send you the redemption proceeds.



For more information, contact your Service Agent or the transfer agent or
consult the SAI.


EXCESSIVE EXCHANGE TRANSACTIONS  The manager may determine that a pattern of
frequent exchanges is detrimental to the fund's performance and other
shareholders. If so, the fund may limit additional purchases and/or exchanges by
the shareholder.

SHARE CERTIFICATES  The fund does not issue share certificates unless a written
request signed by all registered owners is made to the sub-transfer agent. If
you hold share certificates it will take longer to exchange or redeem shares.
<PAGE>

Municipal Money Market Fund, Inc.                                             18

   DIVIDENDS, DISTRIBUTIONS AND TAXES


DIVIDENDS  The fund declares a dividend of substantially all of its net
investment income on each day the New York Stock Exchange (NYSE) is open. Income
dividends are paid monthly. The fund generally makes capital gain distributions,
if any, once a year, typically in December. The fund may pay additional
distributions and dividends at other times if necessary for the fund to avoid a
federal tax. Capital gain distributions and dividends are reinvested in
additional fund shares of the same class you hold. The fund expects
distributions to be primarily from income. You do not pay a sales charge on
reinvested distributions or dividends. Alternatively, you can instruct your
Service Agent, the transfer agent or the sub-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 Service Agent, transfer agent or the sub-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 shares, exchanging shares and receiving
distributions (whether in cash or additional shares) are all taxable events.


<TABLE>
<CAPTION>
        TRANSACTION                 FEDERAL TAX STATUS
  <S>                       <C>

  Redemption or exchange    Usually no gain or loss; loss may
  of shares                 result to extent of any deferred
                            sales charge

  Long-term capital gain    Long-term capital gain
  distributions

  Short-term capital gain   Ordinary income
  distributions

  Dividends                 Excluded from gross income if from
                            interest on tax-exempt securities,
                            otherwise ordinary income
</TABLE>



The fund anticipates that it will normally not earn, and hence would not
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 and any redemptions of shares 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 on 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 fund.

<PAGE>

19                                                     Smith Barney Mutual Funds

   SHARE PRICE


You may buy, exchange or redeem shares at their net asset value, plus any
applicable sales charge, next determined after receipt of your request in good
order. The 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.
The fund calculates its net asset value every day the NYSE is open. The
NYSE is closed on certain holidays listed in the SAI. This calculation is
done when regular trading closes on the Exchange (normally 4:00 p.m., Eastern
time).


The fund uses the amortized cost method to value its portfolio securities. Using
this method, the 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. The fund intends to use its best efforts to continue to
maintain a constant net asset value of $1.00.


<TABLE>
<CAPTION>
    FORM OF                         PURCHASE IS EFFECTIVE
    PURCHASE PAYMENT                AND DIVIDENDS BEGIN
  <S>                    <C>                    <C>

  -- Payment in federal  If received before     At the close of
     funds               the close of regular   regular trading on
                         trading on the         the Exchange on that
                         Exchange:              day

  -- Having a            If received after the  At the close of
     sufficient cash     close of regular       regular trading on
     balance in your     trading on the         the Exchange on the
     account with a      Exchange:              next business day
     Service Agent
  -------------------------------------------------------------------

  -- Other forms of      At the close of
     payment, with       regular trading on
     conversion into,    the Exchange on the
     or advance of,      next business day
     federal funds by a
     Service Agent

  -- Other forms of
     payment received
     by the transfer
     agent
</TABLE>



Service Agents must transmit all orders to buy, exchange or redeem shares to the
sub-transfer agent before the sub-transfer agent's close of business.

<PAGE>

Municipal Money Market Fund, Inc.                                             20

   FINANCIAL HIGHLIGHTS


The financial highlights tables are intended to help you understand the
performance of each class 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
fund's financial statements, is included in the annual report (available upon
request).


                FOR A CLASS A SHARE OF CAPITAL STOCK OUTSTANDING
                      THROUGHOUT EACH YEAR ENDED MARCH 31:


<TABLE>
<CAPTION>
                                   2001     2000     1999     1998     1997
<S>                               <C>      <C>      <C>      <C>      <C>
-----------------------------------------------------------------------------
Net asset value, beginning of
  year                              $1.00    $1.00    $1.00    $1.00    $1.00
-----------------------------------------------------------------------------
  Net investment income(1)          0.035    0.028    0.028    0.031    0.029
  Dividends from net investment
    income                        (0.035)  (0.028)  (0.028)  (0.031)  (0.029)
-----------------------------------------------------------------------------
Net asset value, end of year        $1.00    $1.00    $1.00    $1.00    $1.00
-----------------------------------------------------------------------------
Total return                        3.54%    2.89%    2.84%    3.15%    2.94%
-----------------------------------------------------------------------------
Net assets, end of year
  (millions)                      $8,452   $7,003   $7,104   $6,336   $5,562
-----------------------------------------------------------------------------
Ratios to average net assets:
  Expenses(1)                       0.62%    0.63%    0.62%    0.61%    0.67%
  Net investment income              3.40     2.84     2.79     3.10     2.90
-----------------------------------------------------------------------------
</TABLE>



<TABLE>
<C>  <S>
(1)  As a result of voluntary expense limitations, expense ratios
     did not exceed 0.70% for any share class.
</TABLE>

<PAGE>

21                                                     Smith Barney Mutual Funds

                FOR A CLASS Y SHARE OF CAPITAL STOCK OUTSTANDING
                      THROUGHOUT EACH YEAR ENDED MARCH 31:


<TABLE>
<CAPTION>
                                   2001     2000     1999    1998    1997
<S>                              <C>       <C>      <C>     <C>     <C>
---------------------------------------------------------------------------
Net asset value, beginning of
  year                              $1.00    $1.00   $1.00   $1.00    $1.00
---------------------------------------------------------------------------
  Net investment income             0.036    0.030   0.029   0.032    0.030
  Dividends from net investment
    income                        (0.036)  (0.030)  (0.029) (0.032) (0.030)
---------------------------------------------------------------------------
Net asset value, end of year        $1.00    $1.00   $1.00   $1.00    $1.00
---------------------------------------------------------------------------
Total return                        3.66%    3.03%   2.95%   3.25%    3.04%
---------------------------------------------------------------------------
Net assets, end of year
  (thousands)                     $0.8     $0.5     $24.0   $0.5    $5.0
---------------------------------------------------------------------------
Ratio to average net assets:
  Expenses(1)                       0.49%    0.50%   0.49%   0.52%    0.57%
  Net investment income              3.50     2.87    2.90    3.23     3.00
---------------------------------------------------------------------------
</TABLE>



<TABLE>
<C>  <S>
(1)  As a result of the voluntary expense limitations, expense
     ratios will not exceed 0.70% for any share class.
</TABLE>

<PAGE>

MUNICIPAL MONEY MARKET FUND, INC.


SHAREHOLDER REPORTS  Annual and semiannual reports to shareholders provide
additional information about the fund's investments. These reports discuss the
market conditions and investment strategies that significantly affected the
fund's performance during its last fiscal year or period.



The fund sends only one report to a household if more than one account has the
same address. Contact your Service Agent 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 fund and is incorporated by
reference into (is legally part of) this prospectus.


You can make inquiries about the fund or obtain shareholder reports or the
statement of additional information (without charge) by contacting your Service
Agent, by calling the fund at 1-800-451-2010, or by writing to the fund at Smith
Barney Mutual Funds, 7 World Trade Center, 39th Floor, New York, New York 10048.


Visit our web site. Our web site is located at www.smithbarney.com

Information about the funds (including the SAI) can be reviewed and copied at
the Securities and Exchange Commission's (the "Commission") Public Reference
Room in Washington D.C. In addition, information on the operation of the Public
Reference Room may be obtained by calling the Commission at 1-202-942-8090.
Reports and other information about the funds are available on the EDGAR
Database on the Commission's Internet site at http://www.sec.gov. Copies of this
information may be obtained for a duplicating fee by electronic request at the
following E-mail address: publicinfo@sec.gov, or by writing the Commission's
Public Reference Section, Washington, D.C. 20549-0102.

If someone makes a statement about the fund that is not in this prospectus, you
should not rely upon that information. Neither the fund nor the distributor is
offering to sell shares of the fund to any person to whom the fund may not
lawfully sell its shares.


YOUR SERIOUS MONEY, PROFESSIONALLY MANAGED, is a service mark of Salomon Smith
Barney Inc.



(Investment Company Act
file no. 811-03112)
FD2310 7/01



	PART B  STATEMENT OF ADDITIONAL INFORMATION

Smith Barney
MUNICIPAL MONEY MARKET FUND, INC.
7 World Trade Center
New York, New York 10048
(800) 451-2010


Statement Of Additional
Information
July 30, 2001


	This Statement of Additional Information (the
"SAI") expands upon and supplements the information
contained in the current prospectus of Smith Barney
Municipal Money Market Fund Inc. (the "fund") dated
July 30, 2001, as amended or supplemented from time to
time, and should be read in conjunction with the
fund's prospectus. Additional information about the
fund's investments is available in the fund's annual
and semi-annual reports to shareholders.  The fund's
prospectus and copies of the reports may be obtained
free of charge from your Service Agent or by writing
or calling the fund at the address or telephone number
set forth above. This SAI, although not in itself a
prospectus, is incorporated by reference into the
prospectus in its entirety.



TABLE OF CONTENTS

DIRECTORS AND EXECUTIVE OFFICERS OF THE FUND		  2
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES	  5
INVESTMENT RESTRICTIONS					11
INVESTMENT MANAGEMENT 					12
PURCHASE OF SHARES						14
REDEMPTION OF SHARES						14
DISTRIBUTOR							17
DISTRIBUTION ARRANGEMENTS					17
PERFORMANCE DATA						18
VALUATION OF SHARES 						19
EXCHANGE PRIVILEGE						20
TAXES									20
ADDITIONAL INFORMATION					22
FINANCIAL STATEMENTS						22
OTHER INFORMATION						22
APPENDIX A - RATINGS OF MUNICIPAL OBLIGATIONS		A-1




DIRECTORS AND EXECUTIVE OFFICERS OF THE FUND

	The names of the Directors and executive
officers of the fund, together with information as to
their principal business occupations during the past
five years, are set forth below. Each Director who is
an "interested person" of the fund, as defined in the
Investment Company Act of 1940, as amended (the "1940
Act"), is indicated by an asterisk.

LEE ABRAHAM, Director
Retired; Director or Trustee of 11 investment
companies associated with Citigroup Inc.
("Citigroup"). Director of R.G. Barry Corp., a
footwear manufacturer, Signet Group plc, a specialty
retailer, and eNote.com, Inc., a computer hardware
company. Formerly Chairman and Chief Executive Officer
of Associated Merchandising Corporation, a major
retail merchandising and sourcing organization.  His
address is 106 Barnes Road, Stamford, Connecticut
06902; Age 73.

ALLAN J. BLOOSTEIN, Director
President of Allan J. Bloostein Associates, a
consulting firm; Director or Trustee of 18 investment
companies associated with Citigroup. Director of CVS
Corporation, a drugstore chain, and Taubman Centers
Inc., a real estate development company; Retired Vice
Chairman and Director of The May Department Stores
Company.  His address is 27 West 67th Street, New York,
New York 10023; Age 71.

JANE F. DASHER, Director
Investment Officer; Korsant Partners, a family
investment company.  Director or Trustee of 11
investment companies associated with Citigroup. Prior
to 1997, Independent Financial Consultant. Her address
is 283 Greenwich Avenue, Greenwich, Connecticut 06830;
Age 51.

DONALD R. FOLEY, Director
Retired; Director or Trustee of 11 investment
companies associated with Citigroup. Formerly Vice
President of Edwin Bird Wilson, Incorporated (an
advertising agency); His address is 3668 Freshwater
Drive, Jupiter, Florida 33477; Age 78.

RICHARD E. HANSON, JR., Director
Retired; Formerly Head of New Atlanta Jewish Community
High School, Atlanta Georgia. Director or Trustee of
11 investment companies associated with Citigroup.
Formerly Headmaster, The Peck School, Morristown, New
Jersey.  His address is 2751 Vermont Route 140,
Poultney, Vermont  05764; Age 59.

PAUL HARDIN, Director
Professor of Law at University of North Carolina at
Chapel Hill. Director or Trustee of 13 investment
companies associated with Citigroup. Director of The
Summit Bancorporation; Formerly, Chancellor of the
University of North Carolina at Chapel Hill;  His
address is 12083 Morehead, Chapel Hill, North Carolina
27514; Age 70.

*HEATH B. McLENDON, Chairman of the Board, President
and Chief Executive Officer
Managing Director of Salomon Smith Barney; Chairman,
Co-Chairman or President and/or Trustee/Director of 77
investment companies associated with Citigroup;
Director and President of Smith Barney Fund Management
LLC ("SBFM" or the "manager")(successor to SSB Citi
Fund Management LLC) and Travelers Investment
Advisers, Inc. ("TIA").  His address is 7 World Trade
Center, New York, New York 10048; Age 68.


RODERICK C. RASMUSSEN, Director
Investment Counselor; Director or Trustee of 11
investment companies associated with Citigroup.
Formerly Vice President of Dresdner and Company Inc.
(investment counselors); His address is 9 Cadence
Court, Morristown, New Jersey 07960; Age 75.

JOHN P. TOOLAN, Director
Retired; Director or Trustee of 11 investment
companies associated with Citigroup. 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; His address is 13
Chadwell Place, Morristown, New Jersey 07960; Age 70.

*LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Salomon Smith Barney; Senior Vice
President or Executive Vice President of 83 investment
companies associated with Citigroup;  Director and
Senior Vice President of SBFM and TIA; His address is
125 Broad Street, New York, New York  10004; Age 43.

*JOSEPH P. DEANE, Vice President and Investment
Officer
Managing Director of Salomon Smith Barney and
Investment Officer of SBFM.  His address is 7 World
Trade Center, New York, New York  10048; Age 52.

*JOSEPH BENEVENTO, Vice President and Investment
Officer
Director of Salomon Smith Barney and Vice President of
the fund and four investment companies associated with
Salomon Smith Barney.  His address is 7 World Trade
Center, New York, New York  10048; Age 33.

*ANTHONY PACE, Controller
Director of Salomon Smith Barney.  Controller or
Assistant Treasurer of various investment companies
associated with Citigroup; His address is 125 Broad
Street, New York, New York  10004;  Age 36.

*CHRISTINA T. SYDOR, Secretary
Managing Director of Salomon Smith Barney; Secretary
of 60 investment companies associated with Citigroup;
Secretary and General Counsel of SBFM and TIA; Her
address is 7 World Trade Center, New York, New York
10048; Age 50.

	The officers of the fund are compensated by
Salomon Smith Barney and are not separately
compensated by the fund.

	As of July 20, 2001, the Directors and officers
of the fund as a group owned less than 1% of the
outstanding common stock of the fund. As of July 20,
2001, to the knowledge of the fund and the Board, the
following shareholders or "groups" (as that term is
used in Section 13(d) of the Securities Act of 1934)
beneficially owned more than 5% of the outstanding
shares of the fund:


Class Y Shares

Charles P. Ryan and
Cecily B. Ryan Jtwros
122 Oxford Blvd
Garden City, NY  11530-2716
Owned 1,472,554.250 (98.12%) shares

Kevin Timothy Ryan
c/o McCary & Rood, Inc
2000 PGA Blvd, Suite 2100
North Palm Beach, FL  33408-2713
Owned 28,065.540 (1.87%) shares



THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK.















The following table shows the compensation paid
by the fund to each director during the fund's last
fiscal year. None of the officers of the fund received
any compensation from the fund for such period.  Fees
for directors who are not "interested persons" of the
fund and who are directors of a group of funds
sponsored by Salomon Smith Barney are set at $60,000
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 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 March 31,
2001, the fund incurred expenses which totaled
$13,768.  Officers and interested directors of the
fund are compensated by Salomon Smith Barney.

COMPENSATION TABLE





Name of Director

Aggregate
Compensation
from the
fund
For Fiscal
Year Ended
3/31/01

Pension or
Retirement
Benefits
Accrued as
Part of
fund's
Expenses
Total
Compensation
from Fund
Complex for
Calendar
Year as of
12/31/00
Total Number
of Funds for
Which Director
Serves within
Fund Complex

Lee Abraham
$3,941
$0
$72,800
11
Allen J. Bloostein
3,847
0
109,500
18
Jane Dasher
3,941
0
75,000
11
Donald R. Foley**
2,517
0
50,900
11
Richard E. Hanson,
Jr.
3,941
0
74,800
11
Paul Hardin
3,941
0
93,150
13
Heath B. McLendon*
0
0
0
77
Roderick C.
Rasmussen
2,160
0
44,900
11
John P. Toolan**
0
0
0
11


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

**	Pursuant to the fund's deferred compensation
plan, the indicated directors have elected to
defer the following amounts of their compensation
from the fund: Donald R Foley: $1,007, John P.
Toolan: $3,941,and Roderick C. Rasmussen $1,080;
and the following amounts of their total
compensation from the Fund Complex: Donald R.
Foley: $24,000, John P. Toolan: $74,900, Roderick
Rasmussen: $30,000.

Upon attainment of age 80 the fund's current
directors are required to change to emeritus
status.  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 fund's directors, together with
reasonable out-of-pocket expenses for each
meeting attended.  During the fund's last fiscal
year, aggregate compensation from the fund to
emeritus directors totaled $1,975.

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

	The prospectus discusses the fund's investment
objective and the policies. The following discussion
supplements the description of the fund's investment
policies in the prospectus.  The fund will pursue its
objective by investing in a diversified portfolio of
municipal obligations, the interest on which is
excluded from gross income for federal income tax
purposes in the opinion of counsel to the various
issuers.  The fund operates as a money market fund,
and utilizes certain investment policies so that, to
the extent reasonably possible, its 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.  For example,  the fund will not
purchase a security which, after giving effect to any
demand features, has a remaining maturity of greater
than 397 days, or maintain a dollar-weighted average
portfolio maturity in excess of 90 days.

In general, municipal obligations are debt
obligations (bonds or notes) issued by or on behalf of
states, territories and possessions of the United
States and their political subdivisions, agencies and
instrumentalities the interest on which is excluded
from gross income for Federal income tax purposes in
the opinion of bond counsel to the issuer.  Municipal
obligations are issued to obtain funds for various
public purposes, many of which may enhance the quality
of life, including the construction of a wide range of
public facilities, such as airports, bridges,
highways, housing, hospitals, mass transportation,
schools, streets, water and sewer works, gas, and
electric utilities.  They may also be issued to refund
outstanding obligations, to obtain funds for general
operating expenses, or to obtain funds to loan to
other public institutions and facilities and in
anticipation of the receipt of revenue or the issuance
of other obligations.  In addition, the term
"municipal obligations" includes certain types of
industrial development bonds ("IDBs") issued by public
authorities to obtain funds to provide various
privately-operated facilities for business and
manufacturing, housing, sports, convention or trade
show facilities, airport, mass transit, port and
parking facilities, air or water pollution control
facilities, and certain facilities for water supply,
gas, electricity or sewerage or solid waste disposal.

	Opinions relating to the validity of municipal
obligations and to the exclusion of interest thereon
from gross income for federal income tax purposes are
rendered by bond counsel to the respective issuers at
the time of issuance.  Neither the fund nor SSB Citi
will review the proceedings relating to the issuance
of municipal obligations or the bases for such
opinions.

	Except for temporary defensive purposes, at
least 80% of the fund's assets will be invested in
municipal obligations that produce income that is
exempt from federal income tax (other than the
alternative minimum tax).  In each of the fund's prior
fiscal years, 100% of its income has been exempt from
federal income tax and the fund's shares have had a
stable $1.00 price.

	The fund's investments are limited to United
States dollar-denominated instruments that, at the
time of acquisition (including any related credit
enhancement features) have received a rating in one of
the two highest categories 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
rating at the time that the fund acquires the
security.  The NRSROs currently designated as such by
the SEC are Standard & Poor's Ratings Group (S&P"),
Moody's Investors Service, Inc. ("Moody's"), Duff and
Phelps Inc., Fitch IBCA, Inc. ("Fitch") and Thomson
BankWatch.

The yields on municipal obligations are
dependent on a variety of factors, including general
market conditions, supply and demand, general
conditions of the municipal market, size of a
particular offering, the maturity of the obligation
and the rating of the issue.  The ratings of NRSROs
such as Moody's and S&P represent their opinions as to
the quality to the municipal obligations that they
undertake to rate.  It should be emphasized, however,
that such ratings are general and are not absolute
standards of quality.  Consequently, municipal
obligations with the same maturity, coupon and rating
may have different yields when purchased in the open
market, while municipal obligations of the same
maturity and coupon with different ratings may have
the same yield.

	Municipal obligations, which are issued by
states, municipalities and their agencies, may include
municipal notes and bonds.  The two principal
classifications of municipal obligations are "general
obligation" and "revenue."  General obligations are
secured by a municipal issuer's  pledge of its full
faith, credit, and taxing power for the payment of
principal and interest.  Revenue obligations are
payable only from the revenues derived from a
particular facility or class of facilities or, in some
cases, from the proceeds of a special excise tax or
other specific revenue source.  Although IDBs are
issued by municipal authorities, they are generally
secured by the revenues derived from payments of the
industrial  user.  The payment of the principal and
interest on IDBs is dependent solely on the ability of
the user of the facilities financed by the bonds to
meet its financial obligations and the pledge, if any,
of real and personal property so financed as security
for such payment.

For purposes of diversification and
concentration under the 1940 Act, the identification
of the issuer of municipal obligations depends on the
terms and conditions of the obligation.  If the assets
and revenues of an agency, authority, instrumentality
or other political subdivision are separate from those
of the government creating the subdivision and the
obligation is backed only by the assets and revenues
of the subdivision, such subdivision is regarded as
the sole issuer.  Similarly, in the case of an IDB or
a pollution control revenue bond, if the bond is
backed only by the assets and revenues of the non-
governmental user, the non-governmental user is
regarded as the sole issuer.  If in either case the
creating government or another entity guarantees an
obligation, the guaranty is regarded as a separate
security and treated as an issue of such guarantor.
Similar criteria apply for purposes of the
diversification requirements under Subchapter M of the
Internal Revenue Code of 1986, as amended (the
"Code").

	Among the types of obligations in which the fund
may invest are floating or variable rate instruments
subject to demand features ("demand instruments");
tax-exempt commercial paper; and notes such as Tax
Anticipation Notes, Revenue Anticipation Notes, Tax
and Revenue Anticipation Notes and Bond Anticipation
Notes.  Demand instruments usually have an indicated
maturity of more than 13 months but have a demand
feature (or "put") that entitles the holder to receive
the principal amount of the underlying security and
may be exercised either (a) at any time on no more
than 30 days' notice; or (b) at specified intervals
not exceeding one year and upon no more than 30 days'
notice.  Demand features generally consist of a letter
of credit issued by a domestic or foreign bank.  A
variable rate instrument provides for adjustment of
its interest rate on set dates and upon such
adjustment can reasonably be expected to have a market
value that approximates its amortized cost; a floating
rate instrument provides for adjustment of its
interest rate whenever a specified interest rate
(e.g., the prime rate) changes and at any time can
reasonably be expected to have a market value that
approximates its amortized cost.

The fund may purchase participation interests in
variable-rate tax-exempt securities (such as
Industrial Development Bonds) owned by banks.
Participations are frequently backed by an irrevocable
letter of credit or guarantee of a bank that the
manager has determined meets the prescribed quality
standards for the fund.  Participation interests will
be purchased only; if management believes interest
income on such interests will be tax-exempt when
distributed as dividends to shareholders.

Investments in participation interests in
variable-rate tax-exempt securities (such as IDBs)
purchased from banks give the purchaser an undivided
interest in the tax-exempt security in the proportion
that the fund participation interest bears to the
total principal amount of the tax-exempt security with
a demand repurchase feature.  Participation interests
are frequently backed by an irrevocable letter of
credit or guarantee of a bank that the manager, under
the supervision of the board of directors (the
"board"), has determined meets the prescribed quality
standards for the fund.  The fund has the right to
sell the instrument back to the bank and draw on the
letter of credit on demand on seven days' notice or
less, for all or any part of its participation
interest in the tax-exempt security, plus accrued
interest.  The fund intends to exercise the demand
under the letter of credit only (1) upon a default
under the terms of the documents of the tax-exempt
security, (2) as needed to provide liquidity in order
to meet redemptions, or (3) to maintain a high quality
investment portfolio.  Banks will retain a service and
letter of credit fee and a fee for issuing repurchase
commitments in an amount equal to the excess of the
interest paid on the tax-exempt securities over the
negotiated yield at which the instruments were
purchased by the fund.  The manager will monitor the
pricing, quality and liquidity of the variable-rate
demand instruments held by the fund, including the
IDBs supported by bank letters of credit or
guarantees, on the basis of published financial
information, reports of rating agencies and other bank
analytical services to which the manager may
subscribe.

	Private Activity Bonds.  The fund may invest
without limits in private activity bonds.  Interest
income on certain types of private activity bonds
issued after August 7, 1986 to finance non-
governmental activities is a specific tax preference
item for purposes of the federal individual and
corporate alternative minimum taxes.  Individual and
corporate shareholders may be subject to a federal
alternative minimum tax to the extent that the fund's
dividends are derived from interest on those bonds.
These private activity bonds are included in the term
"municipal obligations" for purposes of determining
compliance with the 80% test described above.
Dividends derived from interest on any tax-exempt
municipal obligations are a component of the "current
earnings" adjustment for purposes of the federal
corporate alternative minimum tax.

	Structured Securities.  The fund may invest up
to 20% of the value of its assets in one or more of
the three principal types of derivative product
structures described below.  Derivative products are
typically structured by a bank, broker-dealer or other
financial institution.  A  derivative product
generally consists of a trust or partnership through
which the fund holds an interest in one or more
underlying bonds coupled with a conditional right to
sell ("put") the fund's interest in the underlying
bonds at par plus accrued interest to a  financial
institution (a "Liquidity Provider"). Typically, a
derivative product is structured as a trust or
partnership which provides for pass-through tax-exempt
income.  There are currently three principal types of
derivative structures: (1) "Tender Option Bonds",
which are instruments which grant the holder thereof
the right to put an underlying bond at par plus
accrued interest at specified intervals to a Liquidity
Provider; (2) "Swap Products", in which the trust or
partnership swaps the payments due on an underlying
bond with a swap counterparty who agrees to pay a
floating municipal money market interest rate:; and
(3) "Partnerships", which allocate to the partners
income, expenses, capital gains and losses in
accordance with a governing partnership agreement.

	Investments in derivative products raise certain
tax, legal, regulatory and accounting issues which may
not be presented by investments in other municipal
bonds.  There is some risk that certain issues could
be resolved in a manner that could adversely impact
the performance of the fund.  For example, the tax-
exempt treatment of the interest paid to holders of
derivative products is premised on the legal
conclusion that the holders of such derivative
products have an ownership interest in the underlying
bonds. While the fund receives an opinion of legal
counsel to the effect that the income from each
derivative product is tax-exempt to the same extent as
the underlying bond, the Internal Revenue Service (the
"IRS") has not issued a ruling on this subject.  Were
the IRS to issue an adverse ruling, there is a risk
that the interest paid on such derivative products
would be deemed taxable.

	The fund intends to limit the risk of derivative
products by purchasing only those derivative products
that are consistent with the fund's investment
objective and policies.  The fund will not use such
instruments to leverage securities.  Hence, derivative
products' contributions to the overall market risk
characteristics of a fund will not materially alter
its risk profile and will be fully representative of
the fund's maturity guidelines.

	The fund will not invest more than 10% of the
value of its assets in illiquid securities, which may
include certain derivative products and will include
any repurchase transactions that do not mature within
seven days.

	When-Issued Securities.  The fund may purchase
municipal obligations on a "when-issued" basis (i.e.,
for delivery beyond the normal settlement date at a
stated price and yield).  The payment obligation and
the interest rate that will be received on the
municipal obligations purchased on a when-issued basis
are each fixed at the time the buyer enters into the
commitment. Although the fund will purchase municipal
obligations on a when-issued basis only with the
intention of actually acquiring the securities, the
fund may sell these securities before the settlement
date if it is deemed advisable as a matter of
investment strategy.

	Municipal obligations are subject to changes in
value based upon the public's perception of the
creditworthiness of the issuers and changes, real or
anticipated, in the level of interest rates. In
general, municipal obligations tend to appreciate when
interest rates decline and depreciate when interest
rates rise.  Purchasing municipal obligations on a
when-issued basis, therefore, can involve the risk
that the yields available in the market when the
delivery takes place may actually be higher than those
obtained in the transaction itself. To account for
this risk, a separate account of the fund consisting
of cash or liquid debt securities equal to the amount
of the when-issued commitments will be established at
the fund's custodian bank or in the fund's records.
For the purpose of determining the adequacy of the
securities in the account, the deposited securities
will be valued at market or fair value. If the market
or fair value of such securities declines, additional
cash or liquid securities will be placed in the
account on a daily basis so the value of the account
will equal the amount of such commitments by the fund.
Placing securities rather than cash in the segregated
account may have a leveraging effect on the fund's net
assets.  That is, to the extent the fund remains
substantially fully invested in securities at the same
time it has committed to purchase securities on a
when-issued basis, there will be greater fluctuations
in its net assets than if it had set aside cash to
satisfy its purchase commitments. Upon the settlement
date of the when-issued securities, the fund will meet
obligations from then-available cash flow, sale of
securities held in the segregated account, sale of
other securities or, although it normally would not
expect to do so, from the sale of the when-issued
securities themselves (which may have a value greater
or less than the fund's
payment obligations). Sales of securities to meet such
obligations may involve the realization of capital
gains, which are not exempt from federal income taxes.

	When the fund engages in when-issued
transactions, it relies on the seller to consummate
the trade. Failure of the seller to do so may result
in the fund's incurring a loss or missing an
opportunity to obtain a price considered to be
advantageous.

	Stand-By Commitments.  The fund may acquire
"stand-by commitments" with respect to municipal
obligations held in its portfolio.  Under a stand-by
commitment a dealer agrees to purchase, at the fund's
option, specified municipal obligations at a specified
price.  The fund intends to enter into stand-by
commitments only with dealers, banks and broker-
dealers that, in the opinion of the manager, present
minimal credit risks.  In evaluating the
creditworthiness of the issuer of a stand-by
commitment, the manager will review periodically the
issuer's assets, liabilities, contingent claims and
other relevant financial information.  Because the
fund invests in securities backed by banks and other
financial institutions, change in the credit quality
of these institutions could cause losses to the fund
and affect its share price.  The fund will acquire
stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its rights
thereunder for trading purposes.

	Repurchase Agreements.  The fund may enter into
repurchase agreements with banks which are the issuers
of instruments acceptable for purchase by the fund and
with certain dealers on the Federal Reserve Bank of
New York's list of reporting dealers. A repurchase
agreement is a contract under which the buyer of a
security simultaneously commits to resell the security
to the seller at an agreed-upon price on an agreed-
upon date. Under the terms of a typical repurchase
agreement, the fund would acquire an underlying debt
obligation for a relatively short period of time
(usually not more than seven days) subject to an
obligation of the seller to repurchase, and the fund
to resell, the obligation at an agreed-upon price and
time, thereby determining the yield during the fund's
holding period. This arrangement results in a fixed
rate of return that is not subject to market
fluctuations during the fund's holding period. Under
each repurchase agreement, the selling institution
will be required to maintain the value of the
securities subject to the repurchase agreement at not
less than their repurchase price. Repurchase
agreements could involve certain risks in the event of
default or insolvency of the other party, including
possible delays or restrictions upon the fund's
ability to dispose of the underlying securities, the
risk of a possible decline in the value of the
underlying securities during the period in which the
fund seeks to assert its rights to them, the risk of
incurring expenses associated with asserting those
rights and the risk of losing all or part of the
income from the agreement. In evaluating these
potential risks, the manager, acting under the
supervision of the fund's board of directors, reviews
on an ongoing basis the value of the collateral and
the creditworthiness of those banks and dealers with
which the fund enters into repurchase agreements.

Puts. Among the types of securities that the
fund may purchase are municipal obligations having put
features.  A "put" is a right to sell a specified
underlying security or securities within a specified
period of time and at a specified exercise price that
may be sold, transferred or assigned only with the
underlying security or securities.  The types of puts
that the fund may purchase include "demand features"
and "standby commitments."  A "standby commitment"
entitles the holder to achieve same day settlement and
to receive an exercise price equal to the amortized
cost of the underlying security plus accrued interest,
if any, at the time of exercise.  Although it is
permissible for the fund to purchase securities with
standby commitments, as a practical matter, it is
unlikely that the fund would have the need or the
opportunity to do so because such puts are not
commonly available.

	Other Factors to be Considered.  The fund
anticipates being as fully invested as practicable in
tax-exempt securities.  The fund may invest in taxable
investments due to market conditions or pending
investment of proceeds from sales of shares or
proceeds from the sale of portfolio securities or in
anticipation of redemptions.  However, the fund
generally expects to invest the proceeds received from
the sale of shares in municipal obligations as soon as
reasonably possible, which is generally within one
day.  At no time will more than 20% of the fund's net
assets be invested in taxable investments except when
the manager has determined that market conditions
warrant the fund adopting a temporary defensive
investment posture.  To the extent the fund's assets
are invested for temporary defensive purposes, such
assets will not be invested in a manner designed to
achieve the l.c. fund's investment objective.

The fund may invest in securities the
disposition of which is subject to legal or
contractual restrictions. The sale of restricted
securities often requires more time and results in
higher dealer discounts or other selling expenses than
does the sale of securities that are not subject to
restrictions on resale.  Restricted securities may
sell at a price lower than similar securities that are
not subject to restrictions on resale.

Securities may be sold in anticipation of a
market decline (a rise in interest rates) or purchased
in anticipation of a market rise (a decline in
interest rates).  In addition, a security may be sold
and another purchased at approximately the same time
to take advantage of what the manager believes to be a
temporary disparity in the normal yield relationship
between the two securities.  The fund believes that,
in general, the secondary market for tax-exempt
securities in the fund's portfolio may be less liquid
than that for taxable fixed-income securities.
Accordingly, the ability to make purchases and sales
of securities in the foregoing manner may be limited.
Yield disparities may occur for reasons not directly
related to the investment quality of particular issues
or the general movement of interest rates, but instead
due to such factors as changes in the overall demand
for or supply of various types of tax-exempt
securities or changes in the investment objectives of
investors.

	The fund may 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, the fund may realize a
gain or loss.  From its commencement of operations,
the fund has not realized any significant gain or loss
during any fiscal year.

	From time to time, proposals have been
introduced before Congress for the purpose of
restricting or eliminating the federal income tax
exemption for interest on municipal obligations, and
similar proposals may be introduced in the future.  If
one of these proposals were enacted, the availability
of tax exempt obligations for investment by the fund
and the value of the fund's portfolio would be
affected.  The fund's board of directors would then
reevaluate the fund's investment objective and
policies.

INVESTMENT RESTRICTIONS

The fund is subject to certain restrictions and
policies that are "fundamental," which means that they
may not be changed without a "vote of a majority of
the outstanding voting securities" of the fund, as
defined under the 1940 Act.  The fund is subject to
other restrictions and policies that are "non-
fundamental" and which may be changed by the fund's
board of directors without shareholder approval,
subject to any applicable disclosure requirements.

Fundamental Policies.  Without the approval of a
majority of its outstanding voting securities, the
fund may not:

1.	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.

2.	invest more than 25% of its total assets
in securities, the issuers of which conduct
their principal business activities in the same
industry. For purposes of this limitation,
securities of the U.S. government (including its
agencies and instrumentalities) and securities
of state or municipal governments and their
political subdivisions are not considered to be
issued by members of any industry.

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) 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 Act.

5.	engage in the business of underwriting
securities issued by other persons, except to
the extent that the fund may technically be
deemed to be an underwriter under the Securities
Act of 1933, as amended, in disposing of
portfolio securities.

6.	purchase or sell real estate, real estate
mortgages, commodities or commodity contracts,
but this restriction shall not prevent the 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; (c) trading in  futures
contracts and options on futures contracts
(including options on currencies to the extent
consistent with the funds' investment objective
and policies); or (d) investing in real estate
investment trust securities.

7.	invest in a manner that would cause the
fund to fail to be a "diversified company" under
the Act and the rules, regulations and orders
thereunder.

Nonfundamental Policies.  As nonfundamental policies,
the fund may not:

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. 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.

All of the foregoing restrictions which 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.


INVESTMENT MANAGEMENT

SBFM serves as investment adviser to the fund
pursuant to a written agreement (the "Management
Agreement"), which was approved by the fund's board of
directors, including a majority of the directors who
are not interested persons of the fund or Salomon
Smith Barney (the "independent directors"). Subject to
the supervision and direction of the fund's board of
directors, the manager manages the fund's portfolio in
accordance with the fund's stated investment objective
and policies, makes investment decisions for the fund,
places orders to purchase and sell securities, and
employs professional portfolio managers and securities
analysts who provide research services to the fund.
The manager pays the salary of any officer and
employee who is employed by both it and the trust.
The manager bears all expenses in connection with the
performance of its services.  SBFM is a wholly owned
subsidiary of Salomon Smith Barney Holdings Inc.
("Holdings"), which in turn is a wholly owned
subsidiary of Citigroup Inc.  SBFM (through
predecessor entities) has been in the investment
counseling business since 1968 and renders investment
advice to a wide variety of individual, institutional
and investment company clients that had aggregate
assets under management as of June 30, 2001 in excess
of $268 billion.

	The fund's Management Agreement with the manager
was approved by shareholders on September 16, 1994,
became effective on November 7, 1994, and was amended
as of September 3, 1997.  The Management Agreement
provides that the fund's management fee will be
calculated as follows: 0.50% of the first $2.5 billion
of average daily net assets; 0.475% of the next $2.5
billion of average daily net assets; 0.45% of the next
$2.5 billion of average daily net assets; and 0.40% of
average daily net assets over $7.5 billion.

For the fiscal years ended March 31, 1999, 2000
and 2001, the management fees were $32,200,646,
$32,557,540 and $35,532,144, respectively, and there
were no expense limitation reimbursements (see
"Management " in the Prospectus).

The Management Agreement further provides that
all other expenses not specifically assumed by the
manager are borne by the fund.  Expenses payable by
the fund include, but are not limited to, charges of
custodians (including sums as custodian and sums for
keeping books and for rendering other services to the
fund), transfer agents and registrars, expenses of
registering or qualifying shares for sale (including
the printing of the fund's registration statements and
prospectuses), out-of-pocket expenses of directors and
fees of directors who are not "interested persons" of
the fund as defined in the 1940 Act, association
membership dues, charges of auditors and legal
counsel, expenses of preparing, printing and
distributing all proxy material, reports and notices
to shareholders, insurance expense, costs of
performing portfolio valuations, interest, taxes, fees
and commissions of every kind, expenses of issue,
repurchase or redemption of shares, and all other
costs incident to the fund's corporate existence.  No
sales or promotion expenses are incurred by the fund,
but expenses incurred in complying with laws
regulating the issue or sale of the fund's shares,
which are paid by the fund, are not deemed sales or
promotion expenses.

The Management Agreement will continue in effect
if specifically approved annually by a majority of the
directors of the fund who are not parties to such
contract or "interested persons" of any such party.
The Management 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
fund's outstanding shares as defined in the Act.

The Management 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 Management Agreement in the absence of
willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligation or duties.  The
Management Agreement permits the manager to render
services to others and to engage in other activities.

Code of Ethics

	Pursuant to Rule 17j-1 of the 1940 Act, the
fund, its investment adviser and principal underwriter
has adopted a code of ethics that permits personnel to
invest in securities for their own accounts, including
securities that may be purchased or held by the fund.
All personnel must place the interests of clients
first and avoid activities, interests and
relationships that might interfere with the duty to
make decisions in the best interests of the clients.
All personal securities transactions by employees must
adhere to the requirements of the code and must be
conducted in such a manner as to avoid any actual or
potential conflict of interest, the appearance of such
a conflict, or the abuse of an employee's position of
trust and responsibility.

A copy of the Fund's Code of Ethics is on file with
the Securities and Exchange Commission (the "SEC").

Counsel

Willkie Farr & Gallagher, 787 Seventh Avenue, New
York, New York 10019, serves as counsel to the fund.

Sullivan & Cromwell, 125 Broad Street, New York, New
York, 10004 serves as counsel to the directors who are
not "interested persons" of the fund.

Auditors

		KPMG LLP, 757 Third Avenue, New York, New York
10017, has been selected to serve as the fund's
independent auditor and to render an opinion on the
fund's financial statements and highlights for the
fiscal year ended March 31, 2002.

Custodian, Transfer Agent and Sub-Transfer Agent

	PFPC Trust Company (the "custodian") located at
8800 Tinicum Boulevard, Philadelphia, Pennsylvania,
19153, serves as the fund's custodian. Under the
custody agreement, PFPC holds the fund's portfolio
securities and keeps all necessary accounts and
records.  For its services, PFPC receives a monthly
fee based upon the month-end market value of
securities held in custody and also receives
securities transaction charges.  The assets of the
fund are held under bank custodianship in compliance
with the 1940 Act.

	Citi Fiduciary Trust Company, (the "transfer
agent") located at 125 Broad Street, New York, New
York  10004, serves as the fund's transfer agent.
Under the transfer agency agreement, the transfer
agent maintains the shareholder account records for
the fund, handles certain communications between
shareholders and the fund, and distributes dividends
and distributions payable by the fund.  For these
services, the transfer agent receives a monthly fee
computed on the basis of the number of shareholder
accounts it maintains for the fund during the month,
and is reimbursed for out-of-pocket expenses.

	PFPC Global Fund Services ("PFPC" or "sub-
transfer agent"), located at P.O. Box 9699 Providence,
R.I. 02940-9699 serves as the fund's sub-transfer
agent to render certain shareholder record keeping and
accounting services functions.  Under the transfer
agency agreement, PFPC maintains the shareholder
account records for the fund, handles certain
communications between shareholders and the fund, and
distributes dividends and distributions payable by the
fund.  For these services, PFPC receives a monthly fee
computed on the basis of the number of shareholder
accounts it maintains for the fund during the month,
and is reimbursed for out-of-pocket expenses.

PURCHASE OF SHARES

	Investors may purchase shares from a Service
Agent.  In addition, certain investors, may purchase
shares directly from the fund.  When purchasing shares
of the fund, investors must specify whether the
purchase is for Class A or Class Y shares.  Your
Service Agent may charge customers an annual account
maintenance fee in connection with a brokerage account
through which an investor purchases or holds shares.
Accounts held directly at PFPC are not subject to a
maintenance fee. The minimum initial investment for
Class A is $1,000 and the minimum subsequent
investment is $50.  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.
Subsequent investments of at least $50 may be made for
either class. There are no minimum investment
requirements in Class A for employees of Citigroup and
its subsidiaries, including Salomon Smith Barney, and
Directors or Trustees of any Citigroup-affiliated
Funds, including the Smith Barney mutual funds, and
their spouses and children.  The fund reserves the
right to waive or change minimums, to decline any
order to purchase its shares and to suspend the
offering of shares from time to time.  Shares
purchased will be held in the shareholder's account by
the fund's sub-transfer agent.  Share Certificates are
issued only upon a shareholder's written request to
the sub-transfer agent.

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 deferred sales charge of 1.00%.  Please
contact your Service Agent 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."  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 the Service Agent through whom the shares were
purchased, except that shareholders who purchased
shares of the fund from the transfer agent may also
redeem shares directly through the transfer agent.  A
shareholder desiring to redeem shares represented by
certificates also must present the certificates to
their Service Agent or the sub-transfer agent 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 sub-transfer agent in
proper form.

	The 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
New York Stock Exchange Inc. (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 fifteen
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 Service Agent 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 Service Agent.  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 deferred sales charge (see
"Redemption of Shares") 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 Service Agent may be margined to satisfy debit
balances if sufficient fund shares that are not
subject to any applicable deferred sales charge are
unavailable.  No fee is currently charged with respect
to these automatic transactions.  Shareholders not
wishing to participate in these arrangements should
notify their Service Agent.

	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 the sub-transfer agent 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.  The sub-transfer agent 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 the sub-transfer agent
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 the transfer
agent 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 the sub-
transfer agent 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 the
transfer agent at 1-800-451-2010.  Such requests may
be made between 9:00 a.m. and 4:00 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 the
transfer agent 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 fund nor
the agent 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.

	Deferred Sales Charge Class A shares which were
originally acquired in one of the other Smith Barney
mutual funds at net asset value subject to a deferred
sales charge, continue to be subject to any applicable
deferred sales charge of the original fund. Therefore,
such Class A shares that are redeemed within 12 months
of the date of purchase of the original fund may be
subject to a deferred sales charge of 1.00%.  The
amount of any deferred sales charge will be paid to
and retained by Salomon Smith Barney.  The deferred
sales charge 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 deferred
sales charge, 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 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
deferred sales charge will reduce the gain (if any) or
increase the loss (if any), as the case may be, on
redemption.

	The deferred sales charge on Class A 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 deferred
sales charge imposed on the prior redemption.

	Deferred sales charge 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 the sub-transfer agent in the
case of all other shareholders) of the shareholder's
status or holdings, as the case may be.

DISTRIBUTOR

	Distributor.  Salomon Smith Barney Inc., located
at 388 Greenwich Street, New York, New York  10013,
serves as the fund's distributor on a best efforts
basis pursuant to a distribution agreement dated June
5, 2000 (the "Distribution Agreement"), which was
approved by the fund's board of directors.  This
Distribution Agreement replaces the Distribution
Agreement with CFBDS, Inc.

	Brokerage.  The manager places orders for the
purchase and sale of securities for the funds of the
fund.  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.

When payment is made by the investor before the
settlement date, unless otherwise noted by the
investor, the funds will be held as a free credit
balance in the investor's brokerage account, and
Salomon Smith Barney may benefit from the temporary
use of the funds. The investor may designate another
use for the funds prior to the settlement date, such
as an investment in a money market fund (other than
the Salomon Smith Barney Exchange Reserve Fund) of the
Smith Barney mutual funds. If the investor instructs
Salomon Smith Barney to invest in a Smith Barney money
market fund, the amount of the investment will be
included as part of the average daily net assets of
both the fund and the money market fund, and
affiliates of Smith Barney that serve the funds in an
investment advisory or administrative capacity will
benefit from the fact they are receiving fees from
both such investment companies for managing these
assets, computed on the basis of their average daily
net assets. The fund's board of directors has been
advised of the benefits to Smith Barney resulting from
these settlement procedures and will take such
benefits into consideration when reviewing the
Advisory, Administration and Distribution Agreements
for continuance.

For the fiscal year ended March 31, 2001,
Salomon Smith Barney incurred distribution expenses
totaling $7,196,689 consisting of $912,058 for mutual
fund marketing, $1,503,651 for overhead expenses,
$469,567 for branch fixed expenses, $153,498 for money
market processing fees, and $3,760,990 to Salomon
Smith Barney Financial Consultants.


DISTRIBUTION ARRANGEMENTS

	To compensate Salomon Smith Barney for the
services it provides and for the expense it bears
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 at the
rate of 0.10% of the average balance of class shares
held in the accounts of the customers of financial
consultants. The fee is used by Salomon Smith Barney
to pay its financial consultants for servicing
shareholder accounts for as long as shareholders
remain a holder of the class.

	The following service and distribution fees were
incurred during the fiscal years ended as indicated:
Distribution Plan
Fees






3/31/01
03/31/00
03/31/99

Class
A..................
 ....
$7,501,8
01
$6,810,9
49
$6,723,33
8


		Under its terms, the Plan continues from year to
year, provided such continuance is approved annually
by vote of the fund's board of directors, including a
majority of the Independent Directors who have no
direct or indirect financial interest in the operation
of the Plan or in the Distribution Agreement. The Plan
may not be amended to increase the amount of the
service and distribution fees without shareholder
approval, and all amendments of the Plan also must be
approved by the Directors and Independent Directors in
the manner described above. The Plan may be terminated
with respect to a Class at any time, without penalty,
by vote of a majority of the Independent Directors or
by vote of a majority of the outstanding voting
securities of the Class (as defined in the 1940 Act).
Pursuant to the Plan, Salomon Smith Barney will
provide the board of directors periodic reports of the
amounts expended under the Plan and the purpose for
which such expenditures were made.

PERFORMANCE DATA

	From time to time, the fund may quote yield,
effective yield and taxable equivalent yield of its
Class A and Class Y shares in advertisements or in
reports and other communications to shareholders.

	The fund's yield for the seven-day period ended
March 31, 2001 for Class A shares was 3.05% (the
effective yield was 3.09%) and for Class Y shares was
3.17% (the effective yield was 3.21%) with an average
dollar-weighted portfolio maturity of 50 days.  The
tax-equivalent yield was 4.77% and 4.95%, for Class A
and Class Y shares, respectively, assuming the payment
of Federal income taxes at a rate of 36% and the tax-
equivalent effective yield was 4.83% and 5.02%, for
Class A and Class Y shares, respectively, assuming the
payment of Federal income taxes at a rate of 36%.

		To compute current yield the fund divides the
net change, exclusive of capital changes, in the value
of a hypothetical pre-existing 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.  Effective yield is
computed by determining the net change, exclusive of
capital changes, in the value of a hypothetical pre-
existing account having a balance of one share at the
beginning of the period and dividing such net change
by the value of the account at the beginning of the
base period to obtain the base period return, and then
compounding the base period return by adding 1,
raising the sum to a power equal to 365/7, and
subtracting 1 from the result.  The fund also quotes
the average dollar-weighted portfolio maturity of the
corresponding seven-day period. In addition, the fund
may publish a tax-equivalent yield based on federal
tax rates that demonstrates the taxable yield
necessary to produce an after-tax yield equivalent to
the fund's yield.  The tax-equivalent yield does not
include any element of non tax-exempt income.

	The fund's equivalent taxable 7-day yield and
effective yield for a Class of shares is computed by
dividing that portion of the Class' 7-day yield and
effective yield which is tax-exempt by one minus a
stated income tax rate and adding the product to that
portion, if any, of the Class' yield that is not tax-
exempt.

		Although principal is not insured, it is not
expected that the net asset value of the fund's shares
will fluctuate because the fund uses the amortized
cost method of valuation.  (See "Valuation of Shares"
below.)  The investor should remember that yield is a
function of the type, quality and maturity of the
instruments in the portfolio, and the fund's operating
expenses.  While current yield information may be
useful, investors should realize that current yield
will fluctuate and that the yield figures set forth
above are based on historical earnings and are not
intended to indicate future performance. Each Class'
net investment income changes in response to
fluctuation in interest rates and the expenses of the
fund.  The yield figures 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

		Each Class' net asset value per share is
calculated on each day, Monday through Friday, except
days on which the NYSE is closed. The NYSE currently
is scheduled to be closed on New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas, and on the preceding
Friday or subsequent Monday when one of these holidays
falls on a Saturday or Sunday, respectively. Because
of the differences in distribution fees and Class-
specific expenses, the per share net asset value of
each Class may differ.  The following is a description
of the procedures used by the fund in valuing its
assets.

		The fund uses the "amortized cost method" for
valuing portfolio securities pursuant to Rule 2a-7
under the 1940 Act (the "Rule").  The amortized cost
method of valuation of the fund's portfolio securities
(including any securities held in the separate account
maintained for "when-issued" securities) involves
valuing a security at its cost at the time of purchase
and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market
value of the instrument.  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 yield to
investors in the fund may differ somewhat from that
obtained in a similar company 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 fund 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 fund's 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, investing in
securities that have or are deemed to have remaining
maturities of only 397 days or less and investing in
only United States dollar-denominated instruments
determined by the board of directors to be of high
quality with minimal credit risks and which are
Eligible Securities as defined below, 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.

		An Eligible Security is defined in the Rule to
mean a security which:  (a) has a remaining maturity
of 397 days or less; (b) (i) is rated in the two
highest short-term rating categories by any two NSROs
that have issued a short-term rating with respect to
the security or class of debt obligations of the
issuer, or (ii) if only one NRSRO has issued a short-
term rating with respect to the security, then by that
NRSRO; (c) was a long-term security at the time of
issuance whose issuer has outstanding a short-term
debt obligation which is comparable in priority and
security and has a rating as specified in clause (b)
above; or (d) if no rating is assigned by any NRSRO as
provided in clauses (b) and (c) above, the unrated
security is determined by the Directors to be of
comparable quality to any such rated security.

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 Y 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 fund reserves the right to
modify or discontinue exchange privileges upon 60
days' prior notice to shareholders.

TAXES

		The following is a summary of selected federal
income tax considerations that may affect the fund and
its shareholders. This 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 the fund.

		As described above and in the prospectus, the
fund is designed to provide shareholders with current
income which is excluded from gross income for federal
income tax purposes.  The fund is not intended to
constitute a balanced investment program and is not
designed for investors seeking capital gains or
maximum tax-exempt income irrespective of fluctuations
in principal. Investment in the fund would not be
suitable for tax-exempt institutions, qualified
retirement plans, H.R. 10 plans and individual
retirement accounts because such investors would not
gain any additional tax benefit from the receipt of
tax-exempt income.

		The fund has qualified and intends to continue
to qualify each year as a "regulated investment
company" under the Code. Provided that the fund (a)
qualifies as a regulated investment company and (b)
distributes to its shareholders at least 90% of its
taxable net investment income and net short-term
capital gains in excess of net long-term capital
losses and 90% of its tax-exempt interest income
(reduced by certain expenses for its taxable year),
the fund will not be liable for federal income taxes
to the extent its taxable net investment income and
its net realized short-term and long-term capital
gains, if any, are distributed to its shareholders.
The fund also intends to satisfy conditions that will
enable it to pay "exempt-interest dividends" to its
shareholders.  Exempt-interest dividends are generally
not subject to regular federal income taxes, although
they may be subject to federal alternative minimum
taxes and generally will be taxable for state and
local income (or intangible) tax purposes.

		Because the fund will distribute exempt-interest
dividends, interest on indebtedness incurred by a
shareholder to purchase or carry fund shares is not
deductible for federal income tax purposes to the
extent it is deemed related to such exempt-interest
dividends.  If a shareholder receives exempt-interest
dividends with respect to any share and if such share
is held by the shareholder for six months or less,
then for federal income tax purposes, any loss on the
sale or exchange of such share, to the extent of such
exempt-interest dividends, will be disallowed. In
addition, the Code may require a shareholder, if he or
she receives exempt-interest dividends, to treat as
taxable income a portion of certain otherwise non-
taxable social security and railroad retirement
benefit payments. Furthermore, that portion of any
exempt-interest dividends paid by the fund which
represents income derived from "private activity
bonds" held by the fund may not retain its federal
tax-exempt status in the hands of a shareholder who is
a "substantial user" of a facility financed by such
bonds or a "related person" thereof. Moreover some or
all of the fund's dividends and distributions may be a
specific tax preference item, or a component of an
adjustment item, for purposes of the federal
individual and corporate alternative minimum taxes. In
addition, the receipt of fund dividends and
distributions may affect a foreign corporate
shareholder's federal "branch profits" tax liability
and the federal  "excess net passive income" tax
liability of a shareholder of a Subchapter S
corporation. Shareholders should consult their own tax
advisors as to whether they are (a) substantial users
with respect to a facility or related to such users
within the meaning of the Code and (b) subject to a
federal alternative minimum tax, the federal branch
profits tax or the federal excess net passive income
tax.

		Long term capital gains, if any, realized by the
fund will be distributed annually as described in the
prospectus. Such distributions ("capital gain
dividends") will be taxable to shareholders as long-
term capital gains, regardless of how long they have
held fund shares, and will be designated as capital
gain dividends in a written notice mailed to
shareholders after the close of the fund's taxable
year. If a shareholder receives a capital gain
dividend with respect to any share and redeems or
sells the share before it  has been held by the
shareholder for more than six months, then any loss
(to the extent not disallowed pursuant to the other
six-month rule described above relating to exempt-
interest dividends) on the sale or other disposition
of such share will be treated as a long-term capital
loss to the extent of the capital gain dividend.

		Each shareholder will receive after the close of
the calendar year an annual statement as to the
federal income tax status of his or her dividends and
distributions from the fund for the prior calendar
year. Any dividends attributable to interest on
municipal obligations generally will be taxable as
ordinary dividends for state income tax purposes even
if such dividends are excluded from gross income for
federal income tax purposes except, in certain states,
to the extent they are attributable to interest on
obligations of those states and certain of their
agencies or instrumentalities and any other applicable
requirements are satisfied.  These statements also
will designate the amount of exempt-interest dividends
that is a specific preference item for purposes of the
federal individual and corporate alternative minimum
taxes. Each shareholder also will receive, if
appropriate, written notice after the close of the
fund's taxable year as to the federal income tax
status of his or her dividends and distributions.
Shareholders should consult their tax advisors as to
any state and local taxes that may apply to these
dividends and distributions.  The dollar amount of
dividends excluded or exempt from federal income
taxation and the dollar amount subject to federal
income taxation, if any, will vary for each
shareholder depending upon the size and duration of
such shareholder's investment in the fund.

		At March 31, 2001, the unused capital loss
carryover of the fund was approximately $15,125.  This
amount is available to be applied against any future
realized gains.  The carryover expires in 2005.


ADDITIONAL INFORMATION

		The fund was incorporated under the laws of the
State of Maryland on April 1, 1980, and is registered
with the SEC as a non-diversified, open-end management
investment company.

		Class A and Class Y shares represent interests
in the assets of the fund and have identical voting,
dividend, liquidation and other rights on the same
terms and conditions except that expenses related to
the distribution of each Class of shares are borne
solely by each Class and each Class of shares has
exclusive voting rights with respect to provisions of
the fund's Rule 12b-1 distribution plan which pertain
to a particular Class.  Fund shares do not have
cumulative voting rights; are fully paid when issued;
have no preemptive, subscription or conversion rights;
and are redeemable.

		The fund does not hold annual shareholder
meetings.  There normally will 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.  The Directors will call a meeting for
any purpose upon written request of shareholders
holding at least 10% of the fund's outstanding shares,
and the fund will assist shareholders in calling such
a meeting as required by the 1940 Act.  When matters
are submitted for shareholder vote, shareholders of
each Class will have on vote for each full share owned
and proportionate, fractional vote for any fractional
share held of that Class.  Generally, shares of the
fund will be voted on a fund-wide basis on all matters
except matters affecting only the interests of one
Class.

		The fund sends to each of its shareholders a
semi-annual report and an audited annual report, which
include listings of the investment securities held by
the fund at the end of the reporting period.  In an
effort to reduce the fund's printing and mailing
costs, the fund plans to consolidate the mailing of
its 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
account should contact their Financial Consultants or
the transfer agent.

FINANCIAL STATEMENTS

		The fund's financial information will be
incorporated by reference to the fund's Annual Report
to shareholders for the fiscal year ended March 31,
2001.  The Annual Report was filed on June 8, 2001,
accession number 000113 3228-01-500076.

OTHER INFORMATION

Styles of Fund Management:  In an industry where the
average portfolio manager has seven years of
experience (source: ICI, 1998), the portfolio managers
of Smith Barney mutual funds average 21 years in the
industry and 15 years with the firm.

Smith Barney mutual funds offer more than 60 mutual
funds.  We understand that many investors prefer an
active role in allocating the mix of funds in their
portfolio, while others want the asset allocation
decisions to be made by experienced managers.

That's why we offer five "styles" of fund management
that can be tailored to suit each investor's unique
financial goals.

Classic Series - our portfolio manager driven funds -
Our Classic Series lets investors participate in
mutual funds whose investment decisions are determined
by experienced portfolio managers, based on each
fund's investment objectives and guidelines.  Classic
Series funds invest across asset classes and sectors,
utilizing a range of strategies in order to achieve
their objectives.

Index Series - funds that track the market - Our Index
funds are designed to provide investment results that
track, as closely as possible, the performance of a
stock or bond market index.  This strategy
distinguishes an index fund from an "actively managed"
mutual fund.  Instead of trying to outperform a market
or segment, a portfolio manager looks to an index to
determine which securities the fund should own.

Premier Selections Series - our best ideas,
concentrated funds
We offer a series of Premier Selections funds managed
by several of our most experienced and proven
managers.  This series of funds is built on a unique
strategy of combining complementary investment
management styles to create broader, multiclass and
multicap products that are distinguished by a highly
concentrated focus.

Research Series - Built on a foundation of substantial
buy-side research under the direction of our Citibank
Global Asset Management (CGAM) colleagues, our
Research funds focus on well-defined industries,
sectors and trends.

Style Pure Series - our solution to funds that stray
Our Style Pure Series funds are the building blocks of
asset allocation.  The funds stay fully invested
within their asset class and investment style,
enabling you to make asset allocation decisions in
conjunction with your Service Agent.


APPENDIX A

RATINGS OF MUNICIPAL OBLIGATIONS

Description of Ratings of State and Local Government
Municipal Notes

Notes are assigned distinct rating symbols in
recognition of the differences between short-term
credit risk and long-term risk.  Factors affecting the
liquidity of the borrower and short-term cyclical
elements are critical in short-term ratings, while
other factors of major importance in bond risk, long-
term secular trends for example, may be less important
over the short run.

Moody's Investors Service, Inc. ("Moody's):

Moody's ratings for state and municipal short-term
obligations will be designated Moody's Investment
Grade ("MIG").   A short-term rating may also be
assigned on an issue having a demand feature - a
variable rate demand obligation.  Such ratings will be
designated as VMIG.  Short-term ratings on issues with
demand features are differentiated by the use of the
VMIG symbol to reflect such characteristics as payment
upon periodic demand rather than fixed maturity dates
and payment relying on external liquidity.
Additionally, investors should be alert to the fact
that the source of payment may be limited to the
external liquidity with no or limited legal recourse
to the issuer in the event the demand is not met.

MIG 1/VMIG 1 -- This designation denotes best quality.
There is present strong protection by established cash
flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG 2/VMIG 2 -- This designation denotes high quality.
Margins  of protection are ample although not so large
as in the preceding group.

Standard & Poor's Ratings Group:

SP-1+ -- This rating indicates a very strong or strong
capacity to pay principal and interest and the
possession of overwhelming safety characteristics.

Description of Two Highest Municipal Bond Ratings

Moody's Investors Service, Inc.:

Aaa --  Bonds that are rated Aaa are judged to be the
best quality.  They carry the smallest degree of
investment risk and are generally referred to as "gilt
edge."  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 owner 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 which make the long-term risks
appear somewhat larger than in Aaa securities.



Standard & Poor's Ratings Group ("S&P"):

AAA --  Debt rated 'AAA' has the highest rating
assigned by S&P.  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.

Description of Highest Commercial Paper Ratings

Moody's Investors Service, Inc.:

Prime 1 --  Issuers rated Prime-1 (or related
supporting institutions) have a superior capacity for
repayment of short-term promissory obligations.
Prime-1 repayment capacity 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 moderate reliance on
debt and ample asset protection; broad margins in
earnings coverage of fixed financial charges and high
internal cash generation; and well established access
to a range of financial markets and assured sources of
alternate liquidity.

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 issues determined to possess
overwhelming safety characteristics are denoted with a
plus (+) sign designation.

*  *  *

After purchase by the fund, a security may cease to be
rated or its rating may be reduced below the minimum
required for purchase by the fund.  Neither event will
require a sale of such security by the fund; however,
the manager will consider such event in determining
whether the fund should continue to hold the security.
To the extent that a rating may change as a result of
changes in rating services or their rating systems,
the fund will attempt to use comparable ratings as
standards for investments in accordance with the
investment policies contained in the Prospectus.




	PART C  Other Information

Item 23.	Exhibits

(a)(1)	Articles of Amendment dated March 31, 1981
are incorporated
by reference to Exhibit 1(a) to Post-Effective
Amendment No. 14.

(a)(2)	Articles of Amendment and Restatement of
Articles of Incorporation
dated October 28, 1980 are incorporated by reference
to Exhibit 1(b) to
Post-Effective Amendment No. 14.

(a)(3)	Articles of Amendment dated July 22, 1991
are incorporated by
reference to Exhibit 1(c) to Post-Effective Amendment
No. 15.

(a)(4)	Articles of Amendment dated November 10,
1992 are
incorporated by reference to Exhibit 1(d) to Post-
Effective Amendment No. 20

(a)(5)	Articles Supplementary dated December 8,
1992 are
incorporated by reference to Exhibit 1(e) to Post-
Effective Amendment No. 20.

(a)(6)	Articles of Amendment dated October 14,
1994 are incorporated by
reference to Exhibit 1(f) to Post-Effective Amendment
No. 26

(a)(7)	Articles of Amendment dated November 4,
1994 are incorporated by
reference to Exhibit 1(g) to Post-Effective Amendment
No. 26

(a)(8)	Articles Supplementary dated November 7,
1994 are incorporated by
reference to Exhibit 1(h) to Post-Effective Amendment
No. 26

(a)(9)	Articles Supplementary dated November 7,
1994 are incorporated by
reference to Exhibit 1(i) to Post-Effective Amendment
No. 26

(b)	Bylaws of the Fund are incorporated by reference
to Exhibit 2 to
Post-Effective Amendment No. 11 to Registration
Statement No. 2-
69938.

(c)	Not applicable.

(d)(1)	Management Agreement between Registrant
and Mutual Management
Corp. is incorporated by reference to Exhibit (5) to
Post-Effective Amendment No. 23
to the Registration Statement.

(d)(2)	Transfer and Assumption of Management
Agreement is incorporated
by reference to Exhibit 5(b) to Post-Effective
Amendment No. 26.

(e)(1)	Underwriting Agreement between Registrant
and Smith Barney, Harris
Upham & Co. Incorporated is incorporated by reference
to Exhibit 6 to Post-Effective
Amendment No. 12.

(e)(2)Distribution Agreement between the Registrant
and CFBDS Inc. is incorporated by reference to Post-
Effective Amendment No. 30.

(e)(3) Selling Group Agreement between Registrant and
CFBDS, Inc. is incorporated
by reference to Post-Effective Amendment No. 30.

(e)(4) Form of Distribution Agreement between
Registrant and Salomon Smith Barney Inc.
is incorporated by reference to Post-Effective
Amendment No. 31.

(f) Not applicable.

(g) Custodian Agreement between Registrant and
Provident National Bank is
incorporated by reference to Exhibit 8 to Post-
Effective Amendment No. 5.

(h)(1) Transfer Agency Agreement between Registrant
and First Data Investor Services
Group Inc. is incorporated by reference to Exhibit 9
to Post-Effective Amendment No. 26.

(h)(2) Transfer Agency Agreement dated October 1, 1999
between the Registrant and Citi
Fiduciary Trust Company (f/k/a Smith Barney Private
Trust Company) is incorporated by
reference to Post-Effective Amendment No. 31.

(h)(3) Sub-Transfer Agency Agreement dated October 1,
1999 between Citi Fiduciary
Trust Company ( f/k/a Smith Barney Private Trust
Company) and First Data Investor
Services Group, Inc. is incorporated by reference to
Post-Effective Amendment No. 31.


(i)	Not Applicable.

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

(j)(2)	Auditors' Consent is filed herein.

(j)(3)	Powers of Attorney is filed herein.

(k)	Not applicable.

(l) Subscription Agreement between Registrant and
National Securities &
Research Corporation is incorporated by reference to
Exhibit 13 to Post-Effective Amendment
No. 14.

(m)(1)	Plan of Distribution pursuant to Rule 12b-
1 of Registrant is incorporated by
reference to Exhibit 15 to Post-Effective Amendment
No. 23.

(m)(2)	Plan of Distribution pursuant to Rule 12b-
1 of Registrant is
incorporated by reference to Post-Effective Amendment
No. 30.

(m)(3)	Form of Amended and Restated Shareholder
Services
and Distribution Plan pursuant to Rule 12b-1 of
Registrant is incorporated by reference to Post-
Effective
Amendment 31.

(n) Financial Data Schedule is not applicable.

(o) Amended and Restated Plan pursuant to Rule 18f-3 is
incorporated by reference
To Exhibit 18 to Post-Effective Amendment No.28.

(p) Code of Ethics North America is incorporated by
reference to Post-Effective Amendment 31.

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

	(None)


Item 25.	Indemnification

	Reference is made to ARTICLE Eighth of
Registrant's Articles of Incorporation for a
complete statement of its terms.  Subparagraph (c) of
Article EIGHTH provides:  "Notwithstanding
the foregoing provisions, no officer or director of
the Corporation shall be indemnified for or insured
against any liability to the Corporation or its
shareholders 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 Smith
Barney Fund Management LLC (successor to SSB Citi Fund
Management) ("Smith Barney Fund Management") and
affiliated investment
companies.


Item 26.	Business and other Connections of
Investment Adviser

Investment Adviser - - Smith Barney Fund Management
LLC (formerly known as SSB Citi Fund Management LLC)
("Smith Barney Fund Management").  Smith Barney Fund
Management was incorporated in December 1968 under the
laws of the State of Delaware and converted to a
Delaware limited liability company in 1999.  Smith
Barney Fund Management is a wholly owned subsidiary of
Salomon Smith Barney Holdings Inc. which in turn is a
wholly owned subsidiary of Citigroup Inc.

Smith Barney Fund Management is registered as an
investment adviser under the Investment Advisers Act
of 1940.  The list required by this Item 26 of
officers and directors of Smith Barney Fund Management
together with information as to any other business,
profession, vocation or employment of a substantial
nature engaged in by such officers and directors
during the past two years, is incorporated by
reference to Schedules A and D of FORM ADV filed by
Smith Barney Fund Management pursuant to the Advisers
Act (SEC File No. 801-8314).


3517:
Item 27.Principal Underwriters

    Salomon Smith Barney, Inc., ("Salomon Smith
Barney")
the Registrant's Distributor,
is also the distributor for the following Smith Barney
funds: Smith Barney Investment Series (formerly
Concert Investment Series),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
Allocation Series Inc. (formerly 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 Money Funds, Inc., Smith Barney Muni
Funds, Smith
Barney Municipal Money Market Fund, Inc., Smith Barney
New
Jersey Municipals Fund Inc., Smith Barney Oregon
Municipals
Fund Inc., Smith Barney Principal Return Fund,
Smith Barney Sector Series Inc., 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.

In addition, Salomon Smith Barney is also the
distributor for the following Salomon Brothers Funds:
Salomon Brothers Opportunity Fund Inc., Salomon
Brothers Investors value Fund Inc., Salomon Brothers
Capital Fund Inc., Salomon Brothers Series Funds Inc.,
Salomon Brothers Institutional Series Funds Inc.,
Salomon Brothers Variable Series Funds Inc. and SSB
Citi Funds Inc.

In addition, Salomon Smith Barney is also the
distributor for the CitiFunds Multi-State Tax Free
Trust, CitiFunds Premium Trust, CitiFunds
Institutional Trust, CitiFunds Tax Free Reserves and
CitiFunds Trust III.

In addition, Salomon Smith Barney 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 Salomon Smith Barney is
incorporated by reference to
Schedule A of Form BD filed by Salomon Smith Barney
pursuant to the Securities and
Exchange Act of 1934 (File No. 8-32417).

(c)	Not applicable.



Item 28.		Location of Accountants and Records

(1)		Smith Barney Municipal Money Market Fund
Inc.
		7 World Trade Center
		New York, New York 10048

(2)		Smith Barney Fund Management LLC
		7 World Trade Center
		New York, New York 10048

(3)		PFPC Trust Company
8800 Tinicum Boulevard
		Philadelphia, Pennsylvania  19153

(4)		Citi Fiduciary Trust Company
		125 Broad Street
		New York, New York 10004

(5)		PFPC Global Fund Services
		P. O. Box 9699
		Providence, RI 02940-9699

(6) 		Salomon Smith Barney Inc.
		388 Greenwich Street
		New York, New York 10013

(7) State Street Bank & Trust Company
225 Franklin Street
Boston, MA  02110





Item 29.	Management Services

	Not applicable.


Item 30.	Undertakings

	None


SIGNATURES

     Pursuant to the requirements of the Securities
Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, the Registrant certifies that
it meets all of the requirements for effectiveness of
this Post-Effective Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and 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 27th day of July 2001.

SMITH BARNEY MUNICIPAL MONEY MARKET FUND, 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,		July 27, 2001
(Heath B. McLendon)			President and
Chief
Executive Officer


/s/ Lee Abraham*			Director
	July 27, 2001
Lee Abraham

/s/ Allan J. Bloostein*			Director
	July 27, 2001
Allan J. Bloostein

/s/ Richard E. Hanson, Jr.*		Director
	July 27, 2001
Richard E. Hanson, Jr.

/s/ Jane Dasher*			Director
	July 27, 2001
Jane Dasher

/s/Donald R. Foley*          		Director
	July 27, 2001
(Donald R. Foley)

/s/Paul Hardin*                		Director
		July 27, 2001
(Paul Hardin)

/s/Roderick C. Rasmussen*  		Director
	July 27, 2001
(Roderick C. Rasmussen)



Signatures				Title
	Date


/s/John P. Toolan*             		Director
		July 27, 2001
(John P. Toolan)

/s/ Lewis E. Daidone        		Senior Vice
President		July 27, 2001
(Lewis E. Daidone)			and Treasurer


*By: /s/ Christina T. Sydor
	Secretary			July 27, 2001
   Christina T. Sydor
   Pursuant to Power of Attorney





EXHIBIT INDEX



Exhibit No. 	Exhibit



(j)(2)		Auditor's Consent

(j) (3)		Power of Attorney