As filed with the Securities and Exchange Commission on March 1, 
1999 

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

[X]    Post-Effective Amendment  No. 51 

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940, 
Amendment No. 51
 
SMITH BARNEY MONEY FUNDS, INC. 
(a Maryland Corporation)
(Exact name of Registrant as Specified in Charter) 

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

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

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

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective: 


[     ]	Immediately upon filing pursuant to Rule 485(b)
[    ]	On (date) pursuant to Rule 485(b)
[XXX]	60 days after filing pursuant to paragraph (a)(1) of Rule 
485
[   ]	On April 30, 1999 pursuant to paragraph (a)(1) of Rule 485
[     ]	75 days after filing pursuant to paragraph (a)(2) of 
Rule 485
[     ]	On (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

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





PART A:	Prospectus
<PAGE>
 
     --------------------------

     [Logo]

     Smith Barney Mutual Funds

     Investing for your future.

     Every day.

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


PROSPECTUS                       SMITH BARNEY
                                 MUTUAL FUNDS

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

April 30, 1999                MONEY MARKET FUNDS

                             Retirement Portfolio
                                Class A Shares
                      
                      
                                Cash Portfolio
                             Government Portfolio
                            Class A, L and Y Shares


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

<TABLE> 
        <S>                                                                 <C> 
        Fund goals and strategies.........................................   4

        Risks, performance and expenses...................................   5

        Management........................................................  10

        Choosing a class of shares to buy.................................  11

        Comparing the funds' classes......................................  12

        Deferred sales charges............................................  13

        Buying shares.....................................................  14

        Exchanging shares.................................................  15

        Redeeming shares..................................................  16

        Other things to know about
         share transactions...............................................  18

        Smith Barney 401(k) and
         ExecChoice(TM) programs..........................................  20

        Dividends, distributions and
         taxes............................................................  21

        Share price.......................................................  22

        Financial highlights..............................................  22
</TABLE> 

YOU SHOULD KNOW:

An investment in a fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government agency.  There is no assurance that each
fund will be able to maintain a stable net asset value of $1.00 per share.

Money Market Funds                                                           1
<PAGE>
 
FUND GOALS AND STRATEGIES

INVESTMENT OBJECTIVES
Each fund seeks maximum current income and preservation of capital.

KEY INVESTMENTS

Government Portfolio.  The fund invests exclusively in U.S. government
obligations, including mortgage-backed securities and related repurchase
agreements.

Cash Portfolio and Retirement Portfolio.  Each fund invests in high quality,
U.S. dollar denominated short term debt securities.  These may include
obligations issued by U.S. and foreign banks, the U.S. government, its agencies
or instrumentalities, U.S. states and municipalities and U.S. and foreign
corporate issuers.  Each fund will invest at least 25% of its assets in
obligations of domestic and foreign banks.  Either the principal amount of each
obligation must be fully insured by the FDIC or the issuing bank must have more
than $100 million of working capital or more than $1 billion of total assets.

Cash Portfolio and Retirement Portfolio may invest in all types of money market
securities including commercial paper, certificates of deposit, bankers'
acceptances, mortgage-backed and asset-backed securities, repurchase agreements
and other short term debt securities.  The funds limit foreign investments to
issuers located in major industrialized countries.

Minimum credit quality.  Cash Portfolio and Retirement Portfolio invest in
commercial paper and other short-term obligations rated by a nationally
recognized rating organization in the highest short term rating category, or if
unrated, of equivalent quality, and in other corporate obligations and 
municipal obligations rated in the two highest rating categories, or if rated,
of equivalent quality.  Government Portfolio invests exclusively in securities
rated in the highest short term rating category, or if unrated, of equivalent
quality.

Maximum maturity.  Each fund invests exclusively in securities having remaining
maturities of 397 days or less.  Each fund maintains a dollar-weighted average
portfolio maturity of 90 days or less.

2
<PAGE>
 
SELECTION PROCESS
In selecting investments for the funds, the manager looks for:

 . The best relative values based on an analysis of yield, price, interest rate
sensitivity and credit quality
 . Issuers offering minimal credit risk
 . Maturities consistent with the manager's outlook for interest rates

RISKS, PERFORMANCE AND EXPENSES

All investments involve some degree of risk.  However, each fund is a "money
market fund" and, as such, seeks income by investing in short-term debt
securities that meet strict standards established by the Board of Directors
based on special rules for money market funds adopted under federal law.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

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

 . Interest rates rise sharply.
 . An issuer or guarantor of the funds' securities defaults, or has its credit
rating downgraded.
 . The manager's judgment about the value or credit quality of a particular
security proves to be incorrect.

Cash Portfolio and Retirement Portfolio each invests at least 25% of its 
assets in obligations of domestic and foreign banks and, as a result, is more
susceptible to events affecting the banking industry.  The value of the funds'
foreign securities may go down because of unfavorable government actions or
political instability.

WHO MAY WANT TO INVEST

The funds may be an appropriate investment if you:

 .  Are seeking current income
 .  Are looking for an investment with lower risk than most other types of funds
 .  Are looking to allocate a portion of your assets to money market securities

Money Market Funds                                                           3
<PAGE>
 
TOTAL RETURN

The bar charts indicate the risks of investing in the funds by showing changes
in the funds' performance from year to year.  Past performance does not
necessarily indicate how a fund will perform in the future.

                             [CHART APPEARS HERE]

QUARTERLY RETURNS:  Highest:  xx% in ___ quarter 199X;  Lowest:  xx% in ___
quarter 199X


The bar chart shows the performance of the fund's Class A shares for each of the
past 10 calendar years.  Class L and Y shares would have different performance
because of their different expenses.

                             [CHART APPEARS HERE]

QUARTERLY RETURNS:  Highest:  xx% in ___ quarter 199X;  Lowest:  xx% in ___
quarter 199X


The bar chart shows the performance of the fund's Class A shares for each of the
past 10 calendar years.  Class L and Y shares would have different performance
because of their different expenses.

                             [CHART APPEARS HERE]

QUARTERLY RETURNS:  Highest:  xx% in ___ quarter 199X;  Lowest:  xx% in ___
quarter 199X


The bar chart shows the performance of the fund's Class A shares for each of the
past 10 calendar years.

4
<PAGE>
 
COMPARATIVE PERFORMANCE

The table indicates the risks of investing in the funds by comparing the average
annual total return of each class of the funds 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, 1998

<TABLE> 
<CAPTION> 
         Fund               1 year   5 years  10 years    Since     Inception 
                                                        inception     Date
  <S>                       <C>      <C>      <C>       <C>         <C>
    Cash Portfolio     
       Class A                                                        5/28/74
       Class L                                                       11/10/94
       Class Y                                                       12/29/94

  Government Portfolio                                               
       Class A                                                        5/28/74
       Class L/1/                                                      3/5/93
       Class Y/2/                                                    10/28/93

  Retirement Portfolio                                                 
       Class A                                                         5/28/74
    90 day T-bill                                           /3/          n/a
</TABLE>

/1/  Represents previously issued Class B shares which were renamed Class C
shares on November 7, 1994 and renamed Class L shares on June 12, 1998.
/2/  Represents previously issued Class C shares which were renamed Class Y
shares on November 7, 1994.
/3/  Index comparison begins on May 28, 1974.

 
                      7 DAY YIELD AS OF DECEMBER 31, 1998

<TABLE> 
<CAPTION> 
----------------------------------------------------------------------------------------------
                                CASH PORTFOLIO        GOVERNMENT PORTFOLIO          RETIREMENT 
                                                                                    PORTFOLIO
                       -----------------------------------------------------------------------
                        Class A  Class L  Class Y    Class A  Class L   Class Y      Class A
<S>                     <C>      <C>      <C>        <C>      <C>       <C>         <C>
                      

     7 day yield      
----------------------------------------------------------------------------------------------
</TABLE>

Call 1-877-795-2703 for the funds' current yield.

Money Market Funds                                                           5
<PAGE>
 
FEES AND EXPENSES

This table sets forth the fees and expenses you will pay if you invest in the
funds' shares.

<TABLE>
<CAPTION>
                                                        ALL FUNDS              CASH PORTFOLIO AND
                                                                           GOVERNMENT PORTFOLIO ONLY
------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C> 
 SHAREHOLDER FEES                                                    
 (paid directly from your investment)                     Class A            Class L           Class Y
                                                                                     
 Maximum sales charge on purchases                        None               None               None
                                                                                     
 Maximum deferred sales charge on                         None/1/            None               None
 redemptions                                                                         
------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                   CASH PORTFOLIO                 GOVERNMENT PORTFOLIO          RETIREMENT 
                                                                                                 PORTFOLIO
                             Class A    Class L   Class Y   Class A    Class L       Class Y     Class A
<S>                          <C>        <C>       <C>       <C>       <C>            <C>         <C>     
 ANNUAL FUND
 OPERATING EXPENSES
 (paid by the fund as a
 % of net assets)
------------------------------------------------------------------------------------------------------------
 Management fee                0.38%     0.38%     0.38%     0.43%       0.43%         0.43%       0.44%

 Distribution and              0.10%     0.10%      N/A      0.10%       0.10%          N/A        0.10%
 service (12b-1) fee

 Other expenses/3/              ---       ---       ---       ---         ---           ---         --- 
 
 Total annual fund              ===       ===       ===       ===         ===           ===         === 
 operating expenses/3/
------------------------------------------------------------------------------------------------------------
</TABLE>

/1/  Class A shares exchanged from another Smith Barney fund subject to a
deferred sales charge remain subject to the original fund's deferred sales
charge while held in the funds.
     
/2/  Because the manager has agreed to limit total annual fund operating
expenses to 0.70% of the fund's average daily net assets, actual expenses were:

<TABLE>
<CAPTION>
                                    CASH PORTFOLIO                 GOVERNMENT PORTFOLIO           RETIREMENT 
                                                                                                   PORTFOLIO
                                                                                                  
                             Class A    Class L   Class Y   Class A    Class L       Class Y       Class A
<S>                          <C>        <C>       <C>       <C>        <C>            <C>         <C>    
 Management fee               ---        ---       ---        ---       ---           ---          --- 
                                                                                                  
 Total annual fund                                                                                
 operating expenses           ===        ===       ===        ===       ===           ===          === 
------------------------------------------------------------------------------------------------------------
</TABLE>

The manager may change or eliminate these expense limits at any time on 
fourteen days prior notice to shareholder.

6
<PAGE>
 
EXAMPLE

This example helps you compare the costs of investing in the funds with the
costs of investing in other mutual funds.  Your actual costs may be higher or
lower.  The example assumes:

 .  You invest $10,000 in the fund for the period shown
 .  Your investment has a 5% return each year
 .  You reinvest all distributions and dividends without a sales charge
 .  Redemption of your shares at the end of the period

<TABLE>
<CAPTION>
 NUMBER OF YEARS YOU OWN YOUR SHARES    1 YEAR  3 YEARS  5 YEARS  10 YEARS
-------------------------------------------------------------------------
<S>                                     <C>     <C>      <C>      <C> 
 CASH PORTFOLIO
 Class A                                  $        $        $        $
 Class L                                  $        $        $        $
 Class Y                                  $        $        $        $

 GOVERNMENT PORTFOLIO
 Class A                                  $        $        $        $
 Class L                                  $        $        $        $
 Class Y                                  $        $        $        $

 RETIREMENT PORTFOLIO                            
 Class A                                  $        $        $        $
</TABLE>

Money Market Funds                                                          7
<PAGE>
 
MANAGEMENT

MANAGER. The funds' investment manager is SSBC Fund Management Inc., an
affiliate of Salomon Smith Barney Inc. The manager's address is 388 Greenwich
Street, New York, New York 10013. The manager selects the funds' investments and
oversees their operations. The manager and Salomon Smith Barney are subsidiaries
of Citigroup Inc. Citigroup businesses produce a broad range of financial
services -- asset management, banking and consumer finance, credit and charge
cards, insurance, investments, investment banking and trading -- and use diverse
channels to make them available to consumer and corporate customers around the
world.

MANAGEMENT FEE.  For its services, the manager received a fee during the fund's
last fiscal year equal to the amount shown below:

     ------------------------------------------------------------ 
                              Management fee as a percentage of  
              Fund           the fund's average daily net assets 
     ------------------------------------------------------------
     Cash Portfolio                         0.xx%                
     ------------------------------------------------------------
     Government Portfolio                   0.xx%                
     ------------------------------------------------------------
     Retirement Portfolio                   0.xx%                
     ------------------------------------------------------------ 

DISTRIBUTOR. The fund has entered into an agreement with CFBDS, Inc. to
distribute the fund's shares. A selling group consisting of Salomon Smith Barney
and other broker-dealers sells fund shares to the public.

DISTRIBUTION PLANS. Each fund has adopted Rule 12b-1 distribution plans for its
Class A and, if applicable, Class L shares. Under each plan, the fund pays
service fees. These fees are an ongoing expense and, over time, may cost you
more than other types of sales charges.

YEAR 2000 ISSUE. Information technology experts are concerned about computer
systems' ability to process date-related information on and after January 1,
2000. This situation, commonly known as the "Year 2000" issue, could have an
adverse impact on the funds. The cost of addressing the Year 2000 issue, if
substantial, could adversely affect companies and governments that issue
securities held by the funds. The manager and Salomon Smith Barney are
addressing the Year 2000 issue for their systems. The funds have been informed
by other service providers that they are taking similar measures. Although the
funds do not expect the Year 2000 issue to adversely affect them, the funds
cannot guarantee the efforts of each fund (limited to requesting and receiving
reports from its service providers) or its service providers to correct the
problem will be successful.

8
<PAGE>
 
CHOOSING A CLASS OF SHARES TO BUY

Retirement Portfolio is available only through qualified retirement plans and
offers only Class A shares. For Cash Portfolio and Government Portfolio, you can
choose between two classes of shares: Classes A and Y. Class L shares are
available only to participating plans opened prior to June 21, 1996 (described
on [page 20]). Each class has different expenses, allowing you to choose the
class that best meets your needs.

You may buy shares from:
 .  A Salomon Smith Barney Financial Consultant
 .  An investment dealer in the selling group or a broker that clears through
Salomon Smith Barney -- a dealer representative
 .  Each fund, but only if you are investing through certain qualified plans or
certain dealer representatives

INVESTMENT MINIMUMS - CASH PORTFOLIO AND GOVERNMENT PORTFOLIO. Minimum initial
and additional investment amounts vary depending on the class of shares you buy
and the nature of your investment account.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                         INITIAL               ADDITIONAL    
                                                CLASS A          CLASS Y      ALL CLASSES    
<S>                                           <C>              <C>            <C>            
  General                                       $1,000         $15 million        $50        
                                                                                             
  IRAs, Self Employed Retirement Plans,         $  250         $15 million        $50        
                                                                                             
  Uniform Gift to Minor Accounts                                                             
                                                                                             
  Qualified Retirement Plans*                   $   25         $15 million        $25        
                                                                                             
  Salomon Smith Barney Sweep Features         variable             n/a         variable      
                                                                                             
  Simple IRAs                                   $    1             n/a            $ 1        
                                                                                             
  Monthly Systematic Investment Plans           $   25             n/a            $25        
                                                                                             
  Quarterly Systematic Investment Plans         $   50             n/a            $50        
------------------------------------------------------------------------------------------- 
</TABLE>

*Qualified Retirement Plans are retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Internal Revenue Code, including 401(k) plans

INVESTMENT MINIMUMS - RETIREMENT PORTFOLIO. The minimum initial investment is
$200; each additional investment must be $1 or more.

Money Market Funds                                                            9
<PAGE>
 
SALOMON SMITH BARNEY BROKERAGE ACCOUNTS

If you maintain certain types of securities brokerage accounts with Salomon
Smith Barney, you may request that your free credit balances (i.e., immediately
available funds) be invested automatically in Class A shares of a designated
money market fund either daily or weekly. A complete record of fund dividends,
purchases and redemptions will be included on your regular Salomon Smith Barney
brokerage statement. In addition to this sweep service, shareholders of Salomon
Smith Barney FMA PLUS(SM) accounts may also take advantage of: a free IRA, Free
dividend reinvestment, unlimited checking, 100 free ATM withdrawals each
year, gain/loss analysis and online computer access to account information.
Contact your Salomon Smith Barney Financial Consultant for more complete
information.

COMPARING THE FUNDS' CLASSES

Your Salomon Smith Barney Financial Consultant or dealer representative can help
you decide which class meets your goals. They may receive different compensation
depending upon which class you choose.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                       CLASS A               CLASS L                  CLASS Y            

                                                        for the Cash Portfolio and Government Portfolio  
                                                                             only                        
<S>                             <C>                     <C>                 <C>                           
                                                                                                         
    KEY FEATURES                . Higher annual         .Higher annual      . Must invest at least       
                                expenses than Class Y   expenses than       $15 million                  
                                                        Class Y             . Lower annual expenses      
                                                                            than                         
                                                                            either Class A or Class L    
                                                                                                         
    INITIAL SALES CHARGE/1/     None                    None                None                         
                                                                                                         
    DEFERRED SALES CHARGE/2/    None                    None                None                         
                                                                                                         
    ANNUAL SERVICE FEES         0.10% of average        0.10% of average    None                         
                                daily                   daily net assets                                 
                                net assets                                                               
                                                                                                         
    EXCHANGEABLE INTO/3/        Class A shares of       Class L shares of   Class Y shares of most       
                                most Smith Barney       most Smith Barney   Smith                        
                                funds                   funds               Barney funds                 
---------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Initial sales charges may apply if you exchange shares of the funds for
shares of another Smith Barney fund.
/2/ Shares exchanged from another Smith Barney fund subject to a deferred sales
charge remain subject to the original fund's deferred sales charge while held in
the funds.
/3/ Ask your Salomon Smith Barney Financial Consultant or dealer representative
or visit the web site for the Smith Barney funds available for exchange.

10
<PAGE>
 
LETTER OF INTENT: CLASS Y SHARES

You may buy Class Y shares of Cash Portfolio or Government Portfolio at net
asset value with no initial sales charge. To purchase Class Y shares, you must
meet the $15,000,000 initial investment requirement. You can use a letter of
intent to meet this requirement by buying Class Y shares of a fund over a 13-
month period. To qualify, you must initially invest $5,000,000.

DEFERRED SALES CHARGES

If Class A shares of the Cash Portfolio or Government Portfolio are acquired by
exchange from another Smith Barney fund subject to a deferred sales charge the
original deferred sales charge will apply to these shares. If you redeem any of
these shares within 12 months of the date you purchased shares of the original
fund, the funds' shares may be subject to a deferred sales charge of 1.00%.

The deferred sales charge is based on the net asset value at the time of
purchase or redemption, whichever is less, and therefore you do not pay a sales
charge on amounts representing appreciation or depreciation.

You do not pay a deferred sales charge on:

 .  Shares exchanged for shares of another Smith Barney fund
 .  Shares that represent reinvested distributions and dividends
 .  Shares that are no longer subject to the deferred sales charge

If you redeemed shares of a Smith Barney fund in the past 60 days and paid a
deferred sales charge, you may buy shares of the fund at the current net asset
value and be credited with the amount of the deferred sales charge, if you
notify your Salomon Smith Barney Financial Consultant or dealer representative.

Salomon Smith Barney receives deferred sales charges as partial compensation for
its expenses in selling shares, including the payment of compensation to your
Salomon Smith Barney Financial Consultant or dealer representative.

DEFERRED SALES CHARGE WAIVERS

The deferred sales charge for each share class will generally be waived:
 .  On certain distributions from a retirement plan
 .  For involuntary redemptions of small account balances
 .  For 12 months following the death or disability of a shareholder

If you want to learn more about additional waivers of deferred sales charges,
contact your Salomon Smith Barney Financial Consultant or dealer representative
or consult the Statement of Additional Information ("SAI").

Money Market Funds                                                            11
<PAGE>
 
BUYING SHARES

THROUGH A      You should contact your Salomon Smith Barney Financial Consultant
SALOMON        or dealer representative to open a brokerage account and make
SMITH          arrangements to buy shares.
BARNEY      
FINANCIAL      If you do not provide the following information, your order will
CONSULTANT     be rejected
OR DEALER   
REPRESEN-        . Specific fund being bought
TATIVE           . Class of shares being bought
                 . Dollar amount or number of shares to buy
 
               You should pay for your shares through your brokerage account at
               the time you place your order. Salomon Smith Barney or your
               dealer representative may charge an annual account maintenance
               fee.
--------------------------------------------------------------------------------
THROUGH THE    Qualified retirement plans and certain other investors who are
FUNDS          clients of the selling group are eligible to buy shares directly
TRANSFER       from the fund.
AGENT     
               .  Write the transfer agent at the following address:
 
                 Smith Barney Money Funds
                 (Specify Portfolio and Class of Shares)
                 c/o First Data Investor Services Group, Inc.
                 P.O. Box 5128
                 Westborough, Massachusetts 01581-5128
 
               .  ENCLOSE A CHECK TO PAY FOR THE SHARES.  FOR INITIAL PURCHASES,
               COMPLETE AND SEND AN ACCOUNT APPLICATION.
 
               .  FOR MORE INFORMATION, CALL THE TRANSFER AGENT AT 1-800-451-
               2010
--------------------------------------------------------------------------------
THROUGH A      You may authorize Salomon Smith Barney, your dealer
SYSTEMATIC     representative or the transfer agent to transfer funds    
INVESTMENT     automatically from a regular bank account to buy shares on a
PLAN           regular basis.
 
               .  Amounts transferred should be at least:  $25 monthly or $50
               quarterly
 
               .  If you do not have sufficient funds in your account on a
               transfer date, Salomon Smith Barney, your dealer representative
               or the transfer agent may charge you a fee
 
               FOR MORE INFORMATION, CONTACT YOUR SALOMON SMITH BARNEY FINANCIAL
               CONSULTANT, DEALER REPRESENTATIVE OR THE TRANSFER AGENT OR
               CONSULT THE SAI.

12
<PAGE>
 
EXCHANGING SHARES

SMITH          You should contact your Salomon Smith Barney Financial Consultant
BARNEY         or dealer representative to exchange into other Smith Barney
OFFERS A       funds. Be sure to read the prospectus of the Smith Barney fund
DISTINCTIVE    you are exchanging into.
FAMILY OF    
FUNDS          .  You may exchange shares only for shares of the same class of
TAILORED TO    another Smith Barney Fund.  Not all Smith Barney funds offer all
HELP MEET      classes.
THE VARYING  
NEEDS OF       .  Not all Smith Barney funds may be offered in your state of
BOTH LARGE        residence. Contact your Salomon Smith Barney Financial 
AND SMALL         Consultant, dealer representative or the transfer agent.
INVESTORS    
               .  You must meet the minimum investment amount for each fund
             
               .  You must meet the minimum investment amount for each fund
 
               .  If you hold share certificates, the transfer agent must
               receive the certificates endorsed for transfer or with signed
               stock powers (documents transferring ownership of certificates)
               before the exchange is effective.

               .  The fund may suspend or terminate your exchange privilege if
               you engage in an excessive pattern of exchanges.
--------------------------------------------------------------------------------
SALES          Your shares may be subject to an initial sales charge at the time
CHARGES        of the exchange. for more information, contact your Salomon Smith
               Barney Financial Consultant, dealer representative or the
               transfer agent. 

               Your deferred sales charge (if any) will continue to be measured
               from the date of your original purchase of another fund's shares
               subject to a deferred sales charge.
--------------------------------------------------------------------------------
BY             If you do not have a brokerage account, you may be eligible to
TELEPHONE      exchange shares through the transfer agent. 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 5:00 p.m. (Eastern time). Requests received
               after the close of regular trading on the Exchange are priced at
               the net asset value next determined.

               You can make telephone exchanges only between accounts that have
               identical registrations.
--------------------------------------------------------------------------------
BY MAIL        If you do not have a Salomon Smith Barney brokerage account,
               contact your dealer representative or write to the transfer agent
               at the address on the opposite page.

Money Market Funds                                                            13
<PAGE>
 
REDEEMING SHARES


GENERALLY      Contact your Salomon Smith Barney Financial Consultant or dealer
               representative to redeem shares of the funds.
 
               If you hold share certificates, the transfer agent must receive
               the certificates endorsed for transfer or with signed stock
               powers before the redemption is effective.

               If the shares are held by a fiduciary or corporation, other
               documents may be required.

               Your redemption proceeds generally will be sent on the next
               business day after your request is received in good order.
               However, if you recently purchased your shares by check, your
               redemption proceeds will not be sent to you until your original
               check clears, which may take up to 15 days.

               If you have a Salomon Smith Barney brokerage account, your
               redemption proceeds will be placed in your account and not
               reinvested without your specific instruction. In other cases,
               unless you direct otherwise, your redemption proceeds will be
               paid by check mailed to your address of record.
--------------------------------------------------------------------------------
BY MAIL        For accounts held directly at the funds, send written requests to
               the transfer agent at the following address:
 
                  Smith Barney Money Funds
                  (Specify Portfolio and Class of Shares)
                  c/o First Data Investor Services Group, Inc.
                  P.O. Box 5128
                  Westborough, Massachusetts 01581-5128
 
               Your written request must provide the following:
 
               .  Your account number
 
               .  The class of shares and the dollar amount or number of shares
                  to be redeemed

               .  Signatures of each owner exactly as the account is registered
      
14
<PAGE>
 
BY             If you do not have a brokerage account, you may be eligible to
TELEPHONE      redeem shares (except those held in retirement plans) in amounts
               up to $10,000 per day through the transfer agent. You must
               complete an authorization form to authorize telephone
               redemptions. If eligible, you may request redemptions by
               telephone on any day the New York Stock Exchange is open. Call
               the transfer agent at 1-800-451-2010 between 9:00 a.m. and 5:00
               p.m. (Eastern time). Requests received after the close of regular
               trading on the Exchange are priced at the net asset value next
               determined.
 
               Your redemption proceeds can be sent by check to your address of
               record or by wire transfer to a bank account designated on your
               authorization form. You may be charged a fee for wire transfers.
               You must submit a new authorization form to change the bank
               account designated to receive wire transfers and you may be asked
               to provide certain other documents.


Money Market Funds                                                            15
<PAGE>
 
OTHER THINGS TO KNOW ABOUT SHARE TRANSACTIONS

When you buy, exchange or redeem shares, your request must be in good order.
This means you have provided the following information, without which your
request will not be processed.

     .  Name of the fund
     .  Account number
     .  Class of shares being bought, exchanged or redeemed
     .  Dollar amount or number of shares being bought, exchanged or
        redeemed
     .  Signature of each owner exactly as the account is registered

A request to purchase shares becomes effective only when Salomon Smith Barney, a
selling group member or the transfer agent receives, or converts the purchase
amount into, federal funds.

The transfer agent will try to confirm that any telephone exchange or redemption
request is genuine by recording calls, asking the caller to provide a personal
identification number for the account, sending you a written confirmation or
requiring other confirmation procedures from time to time.

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

 .  Are redeeming (together with other requests submitted in the previous 10
days) over $10,000 of shares

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

 .  Instruct the transfer agent to mail the check to an address different from
the one on your account

 .  Changed your account registration

 .  Want the check paid to someone other than the account owner(s)

 .  Are transferring the redemption proceeds to an account with a different
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.

16
<PAGE>
 
Each fund has the right to:

 .  Suspend the offering of shares

 .  Waive or change minimum and additional investment amounts

 .  Reject any purchase or exchange order

 .  Change, revoke or suspend the exchange privilege

 .  Suspend telephone transactions

 .  Suspend or postpone redemptions of shares on any day when trading on the New
York Stock Exchange is restricted, or as otherwise permitted by the 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 ($100 for Retirement
Portfolio) because of a redemption of fund shares, a fund may ask you to bring
your account up to $500 ($100 for Retirement Portfolio).  If your account is
still below $500 ($100 for Retirement Portfolio) after 60 days, the fund may
close your account and send you the redemption proceeds.

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

SHARE CERTIFICATES.  The funds do not issue share certificates unless a written
request is made to the transfer agent.  If you hold share certificates, it will
take longer to exchange or redeem shares.

Money Market Funds                                                            17
<PAGE>
 
SMITH BARNEY 401(K) AND EXECCHOICE(TM) PROGRAMS

You may be eligible to participate in the Smith Barney 401(k) program or the
Smith Barney ExecChoice(TM) program. The funds offer Class A and Class L shares
to participating plans as investment alternatives under the programs. You can
meet minimum investment and exchange amounts by combining the plan's investments
in any of the Smith Barney funds.

There are no sales charges when you buy or sell shares and the class of shares
you may purchase depends on the amount of your initial investment.  Once a class
of shares is chosen, all additional purchases must be of the same class.

 .  Class A shares may be purchased by plans investing at least $1 million.

 .  On purchases of less than $1 million, Class L shares will be issued.  Class L
shares are eligible for conversion to Class A shares not later than 8 years
after the plan joined the program.  They are eligible for conversion sooner in
the following circumstances:

     If the account was opened on or after June 21, 1996 and a total of $1
     million is invested in Smith Barney Funds Class L shares (other than shares
     of money market funds), all Class L shares are eligible for exchange after
     the plan is in the program 5 years.

     If the account was opened before June 21, 1996 and a total of $500,000 is
     invested in Smith Barney Funds Class L and Class O shares (other than
     shares of money market funds) on December 31 in any year, all such shares
     are eligible for exchange on or about March 31 of the following year.

For more information, call your Salomon Smith Barney Financial Consultant or the
transfer agent, or consult the SAI.

18
<PAGE>
 
DISTRIBUTIONS, DIVIDENDS AND TAXES

DIVIDENDS.  Each fund declares a dividend of substantially all of its net
investment income on each day the New York Stock Exchange is open. Income
dividends are paid monthly.  Each fund generally makes capital gain
distributions, if any, once a year, typically in December.  Each fund may pay
additional distributions and dividends at other times if necessary for the fund
to avoid a federal tax.  Each fund expects distributions to be primarily from
income.  Dividends and capital gain distributions are reinvested in additional
fund shares of the same class you hold.  Alternatively, you can instruct your
Salomon Smith Barney Financial Consultant, dealer representative or the transfer
agent to have your distributions and/or dividends paid in cash.  You can change
your choice at any time to be effective as of the next distribution or dividend,
except that any change given to the transfer agent less than five days before
the payment date will not be effective until the next distribution or dividend
is paid.

TAXES.  In general, receiving distributions (whether in cash or additional
shares) is a taxable event.  However, distributions from Retirement Portfolio
are not taxable to the qualified retirement plans that hold its shares.

--------------------------------------------------------------------------------
TRANSACTION                              FEDERAL TAX STATUS

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

Long-term capital gain distributions     Long-term capital gain

Short-term capital gain distributions    Ordinary income

Dividends                                Ordinary income
--------------------------------------------------------------------------------

Each fund anticipates that it will normally not earn or distribute any long-term
capital gains.

After the end of each year, the fund will provide you with information about the
distributions and dividends you received during the previous year.  If you do
not provide the fund with your correct taxpayer identification number and any
required certifications, you may be subject to back-up withholding of 31% of
your distributions and dividends.  Because each shareholder's circumstances are
different and special tax rules may apply, you should consult your tax adviser
about your investment in the funds.

Money Market Funds                                                          19
<PAGE>
 
SHARE PRICE

You may buy, exchange or redeem shares at their net asset value, plus any
applicable deferred sales charge, next determined after receipt of your request
in good order.  Each fund's net asset value is the value of its assets minus its
liabilities.  Net asset value is calculated separately for each class of shares.
Each fund calculates its net asset value at noon, Eastern time, every day the
New York Stock Exchange is open.  The Exchange is closed on certain holidays
listed in the SAI.

Each fund uses the amortized cost method to value its portfolio securities.
Using this method, a fund constantly amortizes over the remaining life of a
security the difference between the principal amount due at maturity and the
cost of the security to the fund.

<TABLE>
<CAPTION>
  FORM OF PURCHASE PAYMENT    PURCHASE IS EFFECTIVE AND DIVIDENDS BEGIN
------------------------------------------------------------------------------------------------ 
<S>                            <C>                        <C> 
  . Payment in federal funds    If received           At noon, On that day
  . Having a sufficient cash    before noon,          Eastern time, on
  balance in your account       Eastern time:         that day
  with Salomon Smith Barney   
  or a selling group member    If received after     At noon the  On the next 
                                noon:                 next day      business
                                                     											  day after
                                                  											effectiveness      
------------------------------------------------------------------------------------------------
  . Other forms of payment,                                                                  
  with conversion into, or                                                                   
  advance of, federal funds                                                                  
  by Salomon Smith Barney                                           On the next       
  or a selling group member    At noon on the next business day  business day 											after 
  . Other forms of payment                                                 effectiveness      
  received by the transfer
  agent
------------------------------------------------------------------------------------------------
</TABLE>

Salomon Smith Barney or members of the selling group must promptly transmit all
orders to buy, exchange or redeem shares to the fund's agent.

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the
performance of each fund's classes for the past 5 years.  Certain information
reflects financial results for a single share.  Total return represents the rate
that a shareholder would have earned (or lost) on a fund share assuming
reinvestment of all dividends and distributions.  The information in the
following tables was audited by KPMG LLP, independent accountants, whose report,
along with the funds' financial statements, are included in the annual report
(available upon request).

20
<PAGE>
 
CASH PORTFOLIO


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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------- 
                                       1998     1997      1996      1995      1994
----------------------------------------------------------------------------------- 
<S>                                    <C>    <C>       <C>       <C>       <C>
NET ASSET VALUE,
   BEGINNING OF YEAR                   $      $  1.00   $  1.00   $  1.00   $  1.00
-----------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
   Net investment income (loss)                  0.37      0.54      0.50      0.50
----------------------------------------------------------------------------------- 
Total income (loss) from operations              0.37      0.54      0.50      0.50
-----------------------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:
   Net investment income                        (0.37)    (0.54)    (0.50)    (0.50)
Total distributions                             (0.37)    (0.54)    (0.50)    (0.50)
-----------------------------------------------------------------------------------  
NET ASSET VALUE, END OF YEAR                  $  1.00   $  1.00   $  1.00   $  1.00
-----------------------------------------------------------------------------------  
TOTAL RETURN                                     3.73%     5.53%     4.98%     5.12%
----------------------------------------------------------------------------------- 
NET ASSETS, END OF YEAR (000,000)'S           $17,590   $22,969   $27,434   $30,827
-----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
----------------------------------------------------------------------------------- 
   Expenses                                      0.64%     0.62%     0.62%     0.64%
   Net investment income (loss)                  4.10      5.39      4.87      5.01
-----------------------------------------------------------------------------------
</TABLE>


Money Market Funds                                                         21
<PAGE>
 
CASH PORTFOLIO


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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------- 
                                         1998    1997     1996     1995         1994(1)
----------------------------------------------------------------------------------------- 
<S>                                      <C>    <C>      <C>      <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR       $      $ 1.00   $ 1.00   $ 1.00     $  1.00
-----------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:        
   Net investment income (loss)                   0.05     0.05     0.05        0.01
----------------------------------------------------------------------------------------- 
Total income (loss) from operations               0.05     0.05     0.05        0.01
-----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:              
   Net investment income                         (0.05)   (0.05)   (0.05)      (0.01)
-----------------------------------------------------------------------------------------                                       
Total distributions                              (0.05)   (0.05)   (0.05)      (0.01)
-----------------------------------------------------------------------------------------                                       
NET ASSET VALUE, END OF YEAR                    $ 1.00   $ 1.00   $ 1.00     $  1.00
-----------------------------------------------------------------------------------------                                       
Total return                                      5.17%    4.98%    5.53%      (0.01)%(3)
----------------------------------------------------------------------------------------- 
NET ASSETS, END OF YEAR (000,000)'S             $2,016   $    2   $    2     $     1
-----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:         
   Expenses                                       0.59%    0.62%    0.62%       0.62%(3)
   Net investment income (loss)                   5.05     4.87     5.39        4.77 (3)
-----------------------------------------------------------------------------------------
</TABLE>

(1)  Per share amounts calculated using the monthly average shares method.
(2)  Inception date November 10, 1994.
(3)  Annualized.
(4)  Not annualized.

22
<PAGE>
 
CASH PORTFOLIO


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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------ 
                                         1998     1997     1996     1995        1994(1)
------------------------------------------------------------------------------------------ 
<S>                                      <C>    <C>       <C>      <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR       $      $  1.00   $ 1.00   $ 1.00     $  1.00
------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:       
   Net investment income (loss)                    0.05     0.05     0.05        0.00
------------------------------------------------------------------------------------------ 
Total income (loss) from operations                0.05     0.05     0.05         0.0
------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:             
   Net investment income                          (0.05)   (0.05)   (0.05)      (0.01)
------------------------------------------------------------------------------------------                                      
Total distributions                               (0.05)   (0.05)   (0.05)      (0.00)
------------------------------------------------------------------------------------------                                      
NET ASSET VALUE, END OF YEAR                    $  1.00   $ 1.00   $ 1.00     $  1.00
------------------------------------------------------------------------------------------                                      
Total return                                       5.32%    5.09%    5.50%      (0.00)%(3)
------------------------------------------------------------------------------------------ 
NET ASSETS, END OF YEAR (000,000)'S             $63,985   $   52   $   30     $   0.5
------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:        
   Expenses                                        0.43%    0.52%    0.51%       0.53%(2)
   Net investment income (loss)                    5.22     4.97     5.29        5.23 (2)
------------------------------------------------------------------------------------------
</TABLE>

(1)  Inception date December 29, 1994.
(2)  Annualized.
(3)  Not annualized.
Money Market Funds                                                            23
<PAGE>
 
GOVERNMENT PORTFOLIO


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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------- 
                                         1998    1997     1996     1995     1994
----------------------------------------------------------------------------------- 
<S>                                      <C>    <C>      <C>      <C>      <C>
NET ASSET VALUE,                      
   BEGINNING OF YEAR                     $      $ 1.00   $ 1.00   $ 1.00   $ 1.00
-----------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:        
   Net investment income (loss)                   0.49     0.48     0.53     0.36
----------------------------------------------------------------------------------- 
Total income (loss) from operations               0.49     0.48     0.53     0.36
-----------------------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:              
----------------------------------------------------------------------------------- 
   Net investment income                         (0.49)   (0.48)   (0.53)   (0.36)
-----------------------------------------------------------------------------------                                       
Total distributions                              (0.49)   (0.48)   (0.53)   (0.36)
-----------------------------------------------------------------------------------                                       
NET ASSET VALUE, END OF YEAR                    $ 1.00   $ 1.00   $ 1.00   $ 1.00
-----------------------------------------------------------------------------------                                       
Total return                                      5.04%    4.89%    5.45%    3.63%
----------------------------------------------------------------------------------- 
NET ASSETS, END OF YEAR (000,000)'S             $4,572   $4,353   $4,038   $3,695
-----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:         
   Expenses                                       0.61%    0.61%    0.60%    0.61%
   Net investment income (loss)                   4.92     4.78     5.31     4.03
-----------------------------------------------------------------------------------
</TABLE>


24
<PAGE>
 
GOVERNMENT PORTFOLIO


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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------- 
                                         1998    1997     1996     1995         1994(1)
-------------------------------------------------------------------------------------- 
<S>                                      <C>    <C>      <C>      <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR       $      $ 1.00   $ 1.00   $ 1.00     $  1.00
--------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:        
   Net investment income (loss)                   0.05     0.05     0.05        0.04
-------------------------------------------------------------------------------------- 
Total income (loss) from operations               0.05     0.05     0.05        0.04
--------------------------------------------------------------------------------------
LESS DISTRIBUTIONS FROM:              
   Net investment income                         (0.05)   (0.05)   (0.05)      (0.04)
--------------------------------------------------------------------------------------                                       
Total distributions                              (0.05)   (0.05)   (0.05)      (0.04)
--------------------------------------------------------------------------------------                                       
NET ASSET VALUE, END OF YEAR                    $ 1.00   $ 1.00   $ 1.00     $  1.00
--------------------------------------------------------------------------------------                                       
Total return                                      5.04%    4.89%    5.46%      (3.63)%
-------------------------------------------------------------------------------------- 
NET ASSETS, END OF YEAR (000,000)'S             $  502   $    1   $    2     $     4
--------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:         
   Expenses                                       0.61%    0.61%    0.60%       0.61%
   Net investment income (loss)                   4.90     4.78     5.36        4.77
--------------------------------------------------------------------------------------
</TABLE>

(1)  Represents previously issued Class B shares which were renamed Class C
shares on November 7, 1994.

Money Market Funds                                                            25
<PAGE>
 
                              GOVERNMENT PORTFOLIO


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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------   
                                         1998    1997     1996     1995         1994(1)
--------------------------------------------------------------------------------------  
<S>                                      <C>    <C>      <C>      <C>        <C>
NET ASSET VALUE, BEGINNING OF YEAR       $      $ 1.00   $ 1.00   $ 1.00     $ 1.00
-------------------------------------------------------------------------------------- 
INCOME (LOSS) FROM OPERATIONS:       
   Net investment income (loss)                   0.05     0.05     0.05       0.04
-------------------------------------------------------------------------------------- 
Total income (loss) from operations               0.05     0.05     0.05       0.04
-------------------------------------------------------------------------------------- 
LESS DISTRIBUTIONS FROM:             
   Net investment income                         (0.05)   (0.05)   (0.05)     (0.04)
-------------------------------------------------------------------------------------- 
Total distributions                              (0.05)   (0.05)   (0.05)     (0.04)
-------------------------------------------------------------------------------------- 
NET ASSET VALUE, END OF YEAR                    $ 1.00   $ 1.00   $ 1.00     $ 1.00
-------------------------------------------------------------------------------------- 
Total return                                      5.14%    4.99%    5.55%      3.65%
-------------------------------------------------------------------------------------- 
NET ASSETS, END OF YEAR (000,000)'S             $7,430   $   52   $    5     $    1
-------------------------------------------------------------------------------------- 
RATIOS TO AVERAGE NET ASSETS:        
   Expenses                                       0.51%    0.51%    0.50%      0.60%
   Net investment income (loss)                   4.98     4.88     5.51       3.58
-------------------------------------------------------------------------------------- 
</TABLE>

(1)  Represents previously issued Class C shares, which were renamed Class Y
shares on November 7, 1994.

26
<PAGE>
 
RETIREMENT PORTFOLIO


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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------- 
                                       1998    1997     1996    1995       1994
---------------------------------------------------------------------------------- 
<S>                                    <C>    <C>      <C>      <C>       <C>
NET ASSET VALUE, BEGINNING OF YEAR     $      $ 1.00   $ 1.00   $  1.00   $ 1.00
--------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS:
   Net investment income (loss)                 0.05     0.05      0.05     0.04
---------------------------------------------------------------------------------- 
Total income (loss) from operations             0.05     0.05      0.05     0.04
---------------------------------------------------------------------------------- 
LESS DISTRIBUTIONS FROM:
   Net investment income                       (0.05)   (0.05)    (0.05)   (0.04)
---------------------------------------------------------------------------------- 
Total distributions                            (0.05)   (0.05)    (0.05)   (0.04)
---------------------------------------------------------------------------------- 
NET ASSET VALUE, END OF YEAR                  $ 1.00   $ 1.00   $  1.00   $ 1.00
---------------------------------------------------------------------------------- 
Total return                                    5.03%    4.86%     5.42%    3.67%
---------------------------------------------------------------------------------- 
NET ASSETS, END OF YEAR (000,000)'S           $1,367   $1,355   $ 1,280   $1,061
---------------------------------------------------------------------------------- 
RATIOS TO AVERAGE NET ASSETS:
   Expenses                                     0.71%    0.71%     0.72%    0.70%
   Net investment income (loss)                 4.92     4.75      5.28     3.57
---------------------------------------------------------------------------------- 
</TABLE>


Money Market Funds                                                            27
<PAGE>
 
                           SALOMON SMITH BARNEY(SM)
                        A MEMBER OF CITIGROUP [SYMBOL]

MONEY MARKET FUNDS

SHAREHOLDER REPORTS.  Annual and semiannual reports to shareholders provide
additional information about the funds' investments.  These reports discuss the
market conditions and investment strategies that affected the funds'
performance.

The funds send only one report to a household if more than one account has the
same address.  Contact your Salomon Smith Barney Financial Consultant, dealer
representative or the transfer agent if you do not want this policy to apply to
you.

STATEMENT OF ADDITIONAL INFORMATION.  The statement of additional information
provides more detailed information about the funds and is incorporated by
reference into (is legally part of) this prospectus.

You can make inquiries about the funds or obtain shareholder reports or the
statement of additional information (without charge) by contacting your Salomon
Smith Barney Financial Consultant or dealer representative, by calling the funds
at 1-800-451-2010, or by writing to the funds at Smith Barney Mutual Funds, 388
Greenwich Street, MF2, New York, New York 10013.

VISIT OUR WEB SITE. Our web site is located at www.smithbarney.com

You can also review the funds' shareholder reports, prospectus and statement of
additional information at the Securities and Exchange Commission's Public
Reference Room in Washington, D.C.  You can get copies of these materials for a
fee by writing to the Public Reference Section of the Commission, Washington,
D.C. 20549-6009.  Information about the public reference room may be obtained by
calling 1-800-SEC-0330.  You can get the same information free from the
Commission's Internet web site at http:www.sec.gov

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

(SM)Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.
(Investment Company Act file no. 811-02490)
<PAGE>
 
       -------------------------
         [Logo]

         Smith Barney Mutual
         Funds

         Investing for your
         future.

         Every day.
       -------------------------


PROSPECTUS                      SMITH BARNEY
                                MUTUAL FUNDS

________________________________________________________________________

April 30, 1999                MONEY MARKET FUNDS

                                Cash Portfolio
                                Government Portfolio

                                Class Z Shares



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

<PAGE>
   The Class Z shares described in this prospectus are offered exclusively for 
       sale to tax-exempt employee benefit and retirement plans of
           Salomon Smith Barney Inc. and any of its affiliates.
<PAGE>
 
CONTENTS

<TABLE> 
<S>                                                                         <C> 
Fund goals and strategies..................................................  4
 
Risks, performance and expenses............................................  5
 
MANAGEMENT.................................................................  8
 
Buying, selling and redeeming Class Z shares...............................  9
        
Share price................................................................ 10
 
Dividends, distributions and taxes......................................... 11
        
Financial highlights....................................................... 12
</TABLE> 

YOU SHOULD KNOW:

An investment in a fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government agency.  There is no assurance that each
fund will be able to maintain a stable net asset value of $1.00 per share.

Money Market Funds -- Class Z Shares                                           1
<PAGE>
 
FUND GOALS AND STRATEGIES

INVESTMENT OBJECTIVES
Each fund seeks maximum current income and preservation of capital.

KEY INVESTMENTS

Government Portfolio.  The fund invests exclusively in U.S. government
obligations, including mortgage-backed securities and related repurchase
agreements.

Cash Portfolio.  The fund invests in high quality, U.S. dollar denominated short
term debt securities.  These may include obligations issued by U.S. and foreign
banks, the U.S. government, its agencies or instrumentalities, U.S. states and
municipalities and U.S. and foreign corporate issuers.  The fund will invest at
least 25% of its assets in obligations of domestic and foreign banks.  Either
the principal amount of each obligation must be fully insured by the FDIC or the
issuing bank must have more than $100 million of working capital or more than $1
billion of total assets.

Cash Portfolio may invest in all types of money market securities including
commercial paper, certificates of deposit, bankers' acceptances, mortgage-backed
and asset-backed securities, repurchase agreements and other short term debt
securities.  The funds limit foreign investments to issuers located in major
industrialized countries.

Minimum credit quality.  Cash Portfolio invests in commercial paper and other
short-term obligations rated by a nationally recognized rating organization in
the highest short term rating category, or if unrated, of equivalent quality,
and in other corporate obligations and municipal obligations rated in the two
highest rating categories, or if rated, of equivalent quality.  Government
Portfolio invests exclusively in securities rated in the highest short term
rating category, or if unrated, of equivalent quality.

Maximum maturity.  Each fund invests exclusively in securities having remaining
maturities of 397 days or less.  Each fund maintains a dollar-weighted average
portfolio maturity of 90 days or less.

2
<PAGE>
 
SELECTION PROCESS
In selecting investments for the funds, the manager looks for:

 . The best relative values based on an analysis of yield, price, interest rate
sensitivity and credit quality
 . Issuers offering minimal credit risk
 . Maturities consistent with the manager's outlook for interest rates

RISKS, PERFORMANCE AND EXPENSES

All investments involve some degree of risk.  However, each fund is a "money
market fund" and, as such, seeks income by investing in short-term debt
securities that meet strict standards established by the Board of Directors
based on special rules for money market funds adopted under federal law.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

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

 . Interest rates rise sharply.
 . An issuer or guarantor of the funds' securities defaults, or has its credit
rating downgraded.
 . The manager's judgment about the value or credit quality of a particular
security proves to be incorrect.

Cash Portfolio invests at least 25% of its assets in obligations of domestic and
foreign banks and, as a result, is more susceptible to events affecting the
banking industry.  The value of the funds' foreign securities may go down
because of unfavorable government actions or political instability.

WHO MAY WANT TO INVEST

The funds may be an appropriate investment if you:

 . Are seeking current income
 . Are looking for an investment with lower risk than most other types of funds
 . Are looking to allocate a portion of your assets to money market securities

Money Market Funds -- Class Z Shares                                           3
<PAGE>
 
TOTAL RETURN

The bar charts indicate the risks of investing in the funds by showing changes
in the funds' performance from year to year.  Past performance does not
necessarily indicate how a fund will perform in the future.

[GRAPH APPEARS HERE]

Quarterly returns:  Highest:  xx% in ___ quarter 199X;  Lowest:  xx% in ___
quarter 199X

The bar chart shows the performance of the fund's Class Z shares for the last
four full calendar years since inception on November 15, 1994.

[GRAPH APPEARS HERE]

Quarterly returns:  Highest:  xx% in ___ quarter 199X;  Lowest:  xx% in ___
quarter 199X

The bar chart shows the performance of the fund's Class Z shares for the last
four full calendar years since inception
on November 9, 1994.

COMPARATIVE PERFORMANCE

The table indicates the risks of investing in the funds by comparing the average
annual total return of Class Z of the funds 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.

<TABLE>
<CAPTION>
                                 AVERAGE ANNUAL TOTAL RETURNS
                                 CALENDAR YEARS ENDED DECEMBER 31, 1998

    Fund                  1 year         5 years        Since inception          Inception Date
 <S>                      <C>            <C>            <C>                      <C>
    Cash Portfolio                                                                   11/15/94
 Government Portfolio                                                                11/9/94
 90 day Treasury bill                                           *                       n/a
</TABLE>

*  Index comparison begins on November 9, 1994.

As of December 31, 1998, the 7-day yield for Cash Portfolio and Government
Portfolio was ______ and ______, respectively.  Call 1-877-795-2703 for each
funds' current yield.

4
<PAGE>
 
FEES AND EXPENSES

The table sets forth the fees and expenses you will pay if you invest in the
funds' shares.

<TABLE>
<CAPTION>
                                                               CASH PORTFOLIO          GOVERNMENT PORTFOLIO
---------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                     <C> 
SHAREHOLDER FEES
(PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum sales charge on purchases                                   None                       None

Maximum deferred sales charge on redemptions                        None                       None
---------------------------------------------------------------------------------------------------------------

                                                                CASH PORTFOLIO            GOVERNMENT PORTFOLIO

ANNUAL FUND OPERATING EXPENSES (paid
by the fund as a % of net assets)
---------------------------------------------------------------------------------------------------------------
Management fee

Distribution and service (12b-1) fee

Other expenses

Total annual fund operating expenses/1/
---------------------------------------------------------------------------------------------------------------

/1/ Because the manager has agreed to limit annual fund operating expenses to
 .70%, actual expenses were:

                                                               CASH PORTFOLIO         GOVERNMENT PORTFOLIO
Management fee                                                      ____                      ____

Total annual fund operating expenses                                ----                      ____
---------------------------------------------------------------------------------------------------------------
</TABLE>

EXAMPLE

This example helps you compare the costs of investing in the funds with the
costs of investing in other mutual funds.  Your actual costs may be higher or
lower.  The example assumes:

 .  You invest $10,000 in the fund for the period shown
 .  Your investment has a 5% return each year
 .  You reinvest all distributions and dividends without a sales charge
 .  Redemption of your shares at the end of the period

<TABLE>
<CAPTION>
NUMBER OF YEARS YOU OWN YOUR SHARES                 1 YEAR       3 YEARS       5 YEARS      10 YEARS
-------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>           <C>          <C>
Cash Portfolio                                        $             $             $             $

Government Portfolio
</TABLE> 

Money Market Funds -- Class Z Shares                                           5
<PAGE>
 
MANAGEMENT

MANAGER.  The fund's investment manager is SSBC Fund Management Inc., an
affiliate of Salomon Smith Barney Inc.  The manager's address is 388 Greenwich
Street, New York, New York 10013.  The manager selects each fund's investments
and oversees its operations.  The manager and Salomon Smith Barney are
subsidiaries of Citigroup Inc.  Citigroup businesses produce a broad range of
financial services -- asset management, banking and consumer finance, credit and
charge cards, insurance, investments, investment banking and trading -- and use
diverse channels to make them available to consumer and corporate customers
around the world.

Management fee. For its services, the manager received a fee during each fund's
last fiscal year equal to the amount shown below.

                FUND                        MANAGEMENT FEE AS A PERCENTAGE OF
                                           the fund's average daily net assets

Cash Portfolio                                            0.xx%
Government Portfolio                                      0.xx%

DISTRIBUTOR.  Each fund has entered into an agreement with CFBDS, Inc. to
distribute the fund's shares.  [A selling group consisting of Salomon Smith
Barney and other broker-dealers sells fund shares to the public].

YEAR 2000 ISSUE.  Information technology experts are concerned about computer
systems' ability to process date-related information on and after January 1,
2000.  This situation, commonly known as the "Year 2000" issue, could have an
adverse impact on the funds.  The manager and Salomon Smith Barney are
addressing the Year 2000 issue for their systems.  The cost of addressing the
Year 2000 issue, if substantial, could adversely affect companies and
governments that issue securities held by the funds.  Each fund has been
informed by its other service providers that they are taking similar measures.
Although the funds do not expect the Year 2000 issue to adversely affect them,
the funds cannot guarantee that their efforts (limited to requesting and
receiving reports from their service providers) or their service providers to
correct the problem will be successful.

6
<PAGE>
 
BUYING, SELLING AND EXCHANGING CLASS Z SHARES

Through a     You may buy, sell or exchange Class Z shares only through
qualified     a "qualified plan."  A qualified plan is a tax-exempt
plan          employee benefit or retirement plan of Salomon Smith
              Barney, Inc. or one of its affiliates.
 
              There are no minimum investment requirements for Class Z
              shares.  However, each fund reserves the right to change
              this policy at any time.
 
Buying        Orders to buy Class Z shares must be made in accordance
              with the terms of a qualified plan.  If you are a
              participant in a qualified plan, you may place an order
              with your plan to buy Class Z shares at net asset value,
              without any sales charge.  Payment is due to Salomon Smith
              Barney on settlement date, which is the third business day
              after your order is accepted.  [If you make payment prior
              to this date, you may designate a temporary investment
              (such as a money market fund of the Smith Barney Mutual
              Funds) for payment until settlement date.]  Each fund
              reserves the right to reject any order to buy shares and
              to suspend the offering of shares for a period of time.
 
Selling       Qualified plans may redeem their shares on any day on
              which the fund calculates its net asset value.  You should
              consult the terms of your qualified plan for special
              redemption provisions.
 
Exchanging    You should consult your qualified plan for information
              about available exchange options.

Money Market Funds -- Class Z Shares                                           7
<PAGE>
 
SHARE PRICE

Qualified plans may buy, exchange or redeem Class Z shares of each fund at the
net asset value next determined after receipt of your request in good order.
Each fund's net asset value is the value of its assets minus its liabilities.
Net asset value is calculated separately for each class of shares.  Each fund
calculates net asset value at noon, Eastern time, every day the New York Stock
Exchange is open.  The Exchange is closed on certain holidays listed in the SAI.

Each fund uses the amortized cost method to value its portfolio securities.
Using this method, a fund constantly amortizes over the remaining life of a
security the difference between the principal amount due at maturity and the
cost of the security to the fund.

<TABLE>
<CAPTION>
 FORM OF PURCHASE PAYMENT       PURCHASE IS EFFECTIVE AND DIVIDENDS BEGIN
-----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                            <C> 
 . Payment in federal funds           If received before       At noon, Eastern
 . Having a sufficient cash           noon, Eastern time:      time, on that day
 balance in your account with
 Salomon Smith Barney or a          If received after      At noon, the next 
   selling group member                   noon:             business day  

-----------------------------------------------------------------------------------------------------------------------
 . Other forms of payment, with                                                             
 conversion into, or advance of,                                                            
 federal funds by Salomon Smith          At noon on the next business day                   
 Barney or a selling group member
 . Other forms of payment received
 by the transfer agent
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

In order to buy, redeem or exchange shares at that day's price, you must place
your order with your qualified plan before the New York Stock Exchange closes.
If the New York Stock Exchange closes early, you must place your order with your
qualified plan prior to the actual closing time.  Otherwise, you will receive
the next business day's price.

Your qualified plan must transmit all orders to buy, exchange or redeem shares
to the funds' agent before the agent's close of business.

8
<PAGE>
 
DISTRIBUTIONS, DIVIDENDS AND TAXES

An investment in the fund will have the following consequences for a qualified
plan as the owner of shares in the fund.  Qualified plan participants should
consult their plan document or tax advisors about the tax consequences of
participating in a qualified plan

Dividends.  The fund generally makes capital gain distributions and pays
dividends, 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 addition Class Z shares.  The fund expects distributions to be primarily from
capital gains.  No sales charge is imposed on reinvested distributions to be
primarily from capital gains.  No sales charge is imposed on reinvested
distributions or dividends.  Alternatively, a qualified plan can instruct its
Salomon Smith Barney Financial Consultant, dealer representative or the transfer
agent to have distributions and/or dividends paid in cash.  It can change that
choice at any time to be effective as of the next distribution or dividend,
except that any change given to the transfer agent less than five days before
the payment date will not be effective until the next distribution or dividend
is paid.

Taxes.  Provided that qualified plan has not borrowed to finance its investment
in the fund, it will not be taxable on the receipt of dividends and
distributions from the fund.

Because each shareholder's circumstances are different and special tax rules may
apply, you should consult with your tax adviser about your investment in the
funds.

Money Market Funds -- Class Z Shares                                           9
<PAGE>
 
FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the
performance of each fund's Class Z shares for the past 5 years.  Certain
information reflects financial results for a single share.  Total return
represents the rate that a shareholder would have earned (or lost) on a fund
share assuming reinvestment of all dividends and distributions.  The information
in the following tables was audited by KPMG LLP, independent accountants, whose
report, along with the funds' financial statements, are included in the annual
report (available upon request).

Cash Portfolio

For a Class Z share of capital stock outstanding throughout each year ended
December 31:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                                    1998         1997                1996               1995             1994(1)
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>         <C>                 <C>               <C>             <C>
NET ASSET VALUE, BEGINNING OF YEAR                              $  1.00             $  1.00           $  1.00         $   1.00
------------------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) FROM OPERATIONS:
  Net investment income (loss)                                     0.052               0.051             0.055            0.006
------------------------------------------------------------------------------------------------------------------------------------

Total income (loss) from operations                                0.052               0.051             0.055            0.006
------------------------------------------------------------------------------------------------------------------------------------

Less distributions from:
  Net investment income                                           (0.052)             (0.051)           (0.055)          (0.006)
------------------------------------------------------------------------------------------------------------------------------------

Total distributions                                               (0.052)             (0.051)           (0.055)          (0.006)
------------------------------------------------------------------------------------------------------------------------------------

Net asset value, end of year                                    $   1.00            $   1.00          $   1.00        $    1.00
------------------------------------------------------------------------------------------------------------------------------------

Total return                                                        5.33%               5.06%             5.63%             .60%(2)
------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of year (000)'s                                        6                   6                 5                5
------------------------------------------------------------------------------------------------------------------------------------

Ratios to average net assets:
    Expenses                                                        0.44%               0.53%             0.52%            0.47%(2)
    Net investment income (loss)                                    5.21                4.96              5.49             5.12 (2)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  For the period from November 15, 1994 (inception date) to December 31,
     1994.
(2)  Not annualized.
(3)  Annualized.
 
10
<PAGE>
 
Money Market Funds --  Class Z Shares    --

Government Portfolio

For a Class Z share of capital stock outstanding throughout each year ended
DEcember 31:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                     1998             1997                1996             1995            1994(1)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>                 <C>               <C>          <C>
NET ASSET VALUE, BEGINNING OF YEAR                 $1.00            $  1.00             $  1.00           $  1.00      $   1.00
--------------------------------------------------------------------------------------------------------------------------------- 
INCOME (LOSS) FROM OPERATIONS:
  Net investment income (loss)                                        0.050               0.049             0.054         0.007
--------------------------------------------------------------------------------------------------------------------------------- 
Total income (loss) from operations                                   0.050               0.049             0.054         0.007
--------------------------------------------------------------------------------------------------------------------------------- 
Less distributions from:
  Net investment income                                              (0.050)             (0.049)           (0.054)       (0.007)
--------------------------------------------------------------------------------------------------------------------------------- 
Total distributions                                                  (0.050)             (0.049)           (0.054)       (0.007)
--------------------------------------------------------------------------------------------------------------------------------- 
Net asset value, end of year                       $1.00            $  1.00             $  1.00           $  1.00      $   1.00
--------------------------------------------------------------------------------------------------------------------------------- 
Total return                                                           5.14%               4.99%             5.56%         0.70%(2)
----------------------------------------------------------------------------------------------------------------------------------- 

Net assets, end of year (000)'s                                      51,210              36,840            31,113        29,669
Ratios to average net assets:
    Expenses                                                           0.51%               0.51%             0.50%         0.51%(3)
    Net investment income (loss)                                       5.03                4.88              5.42           4.93(3)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) For the period from November 9, 1994 (inception date) to December 31, 1994.
(2)  Not annualized.
(3)  Annualized.

Money Market Funds -- Class Z Shares                                          11
<PAGE>
 
SALOMON SMITH BARNEY(SM)
a member of citigroup [Symbol]

MONEY MARKET FUNDS

SHAREHOLDER REPORTS.  Annual and semiannual reports to shareholders provide
additional information about the funds' investments.  These reports discuss the
market conditions and investment strategies that affected the funds'
performance.

The fund sends only one report to a household if more than one account has the
same address.  Contact your qualified plan or the transfer agent if you do not
want this policy to apply to you.

Statement of additional information.  The statement of additional information
provides more detailed information about the funds and is incorporated by
reference into (is legally a part of) this prospectus.

You can make inquiries about the funds or obtain shareholder reports or the
statement of additional information (without charge) by contacting your
qualified plan, [by calling the fund at 1-800-451-2010, or by writing to the
funds at Smith Barney Mutual Funds, 388 Greenwich Street, MF2, New York, New
York 10013].

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

You can also review the funds' shareholder reports, prospectus and statement of
additional information at the Securities and Exchange Commission's Public
Reference Room in Washington, D.C.  You can get copies of these materials for a
fee by writing to the Public Reference Section of the Commission, Washington,
D.C. 20549-6009.  Information about the public reference room may be obtained by
calling 1-800-SEC-0330.  You can get the same information free from the
Commission's Internet web site at http:www.sec.gov

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

(SM) Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.
(Investment Company Act file no. 811-02490)



Part B:	Statement of Additional Information 

April 30, 1999

STATEMENT OF ADDITIONAL INFORMATION

SMITH BARNEY MONEY FUNDS, INC.
388 Greenwich Street
New York, New York 10013
[insert phone number]

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

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

	Daily Income
	Convenience
	Daily Liquidity
	Stability of Net Asset Value

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

	Cash Portfolio
	Government Portfolio
	Retirement Portfolio

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

CONTENTS
Directors and Executive Officers	2
Investment Objectives and Management Policies	4
Risk Factors	8
Investment Restrictions and Fundamental Policies	8
Computation of Yield	10
Valuation of Shares and Amortized Cost Valuation	11
IRA and Other Prototype Retirement Plans	12
Purchase of Shares	13
Redemption of Shares	15
Exchange Privilege	18
Taxes	18
Investment Management and Other Services	19
Additional Information about the Funds	21
Voting Rights	22
Financial Statements	24
Appendix A - Securities Ratings	25


In all cases, there can be no assurance that a fund will achieve its 
investment objective.

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



	DIRECTORS AND EXECUTIVE OFFICERS

Overall responsibility for management and supervision of each fund rests 
with the Company's Board of Directors.  The directors approve all 
significant agreements between the Company and the companies that 
furnish services to the Company and the funds, including agreements with 
the Company's distributor, investment manager, custodian, transfer agent 
and dividend disbursing agent.  The day-to-day operations of each fund 
are delegated to that fund's investment manager.  The directors and 
executive officers of the Company, together with information as to their 
principal business occupations during the past five years are shown 
below.

DONALD R. FOLEY, Director
Retired; 3668 Freshwater Drive, Jupiter, Florida 33477.  Director of 10 
investment companies associated with Salomon Smith Barney.  Formerly 
Vice President of Edwin Bird Wilson, Incorporated (advertising); 76.

PAUL HARDIN, Director
Professor of Law at University of North Carolina at Chapel Hill; 12083 
Morehead, Chapel Hill, North Carolina 27514; Director of 12 investment 
companies associated with Salomon Smith Barney; Director of The Summit 
Bancorporation; Formerly, Chancellor of the University of North Carolina 
at Chapel Hill, University of North Carolina; 67.

HEATH B. McLENDON1, Chairman of the Board, President and Chief Executive 
Officer 
Managing Director of Salomon Smith Barney; Director of forty-two 
investment companies associated with Salomon Smith Barney; Director and 
President of Mutual Management Corp. ("SSBC or the "Manager") (formerly 
known as Smith Barney Mutual Funds Management Inc.) and Travelers 
Investment Adviser, Inc. ("TIA"); Chairman of the Board of Smith Barney 
Strategy Advisors Inc.; Prior to July 1993, Senior Executive Vice 
President of Shearson Lehman Brothers Inc., Vice Chairman of Shearson 
Asset Management, Director of PanAgora Asset Management, Inc. and 
PanAgora Asset Management Limited; 65.

RODERICK C. RASMUSSEN, Director
Investment Counselor; 9 Cadence Court, Morristown, New Jersey 07960.  
Director of 10 investment companies associated with Salomon Smith 
Barney.  Formerly Vice President of Dresdner and Company Inc. 
(investment counselors); 72.

JOHN P. TOOLAN, Director
Retired; 13 Chadwell Place, Morristown, New Jersey 07960.  Director of 
10 investment companies associated with Salomon Smith Barney.  Formerly, 
Director and Chairman of Smith Barney Trust Company, Director of Smith 
Barney Holdings Inc. and the Manager and Senior Executive Vice 
President, Director and Member of the Executive Committee of Salomon 
Smith Barney; 68.

LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Salomon Smith Barney; Senior Vice President and 
Treasurer of 42 investment companies associated with Salomon Smith 
Barney; Director and Senior Vice President of the Manager and TIA; 41.

PHYLLIS M. ZAHORODNY, Vice President and Investment Officer
Managing Director of Salomon Smith Barney; Prior to August, 1993, 
Managing Director and Portfolio Manager of Shearson Lehman Brothers 
Inc.; 40.


MARTIN R. HANLEY, Investment Officer
Vice President of Salomon Smith Barney; Prior to August, 1993, Vice 
President and Senior Trader of Shearson Lehman Brothers; 32. 

IRVING DAVID, Controller and Assistant Secretary
Vice President of Salomon Smith Barney and the Manager; Controller of 2 
investment companies associated with Salomon Smith Barney.  Prior to 
March, 1994, Assistant Treasurer of First Investment Management Company; 
37.

CHRISTINA T. SYDOR, Secretary
Managing Director of Salomon Smith Barney; Secretary of 42 investment 
companies associated with Salomon Smith Barney; Secretary and General 
Counsel of the Manager and TIA; 48.

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

The following table shows the compensation paid by the Company to each 
director during the Company's last fiscal year.  None of the officers of 
the Company received any compensation from the Company for such period. 
 Officers and interested directors of the Company are compensated by 
Salomon Smith Barney.

	COMPENSATION TABLE
	







Name of Person




Aggregate 
Compensat
ion from 
the 
Company

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




Total 
Compensat
ion from 
Fund 
Complex




Estimated 
Annual 
Benefits 
upon 
Retiremen
t


Total 
Number of 
Funds for 
Which 
Person 
Serves 
with Fund 
Complex

Joseph H. 
Fleiss2, 3

$

$0

$

$



Donald R. Foley



0







Paul Hardin



0







Francis P. 
Martin2



0







Heath B. 
McLendon1



0







Roderick C. 
Rasmussen



0







John P. Toolan2



0









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

2	Pursuant to a deferred compensation plan, the indicated persons 
elected to defer the following amounts of their compensation from the 
Company Joseph H. Fleiss: $15,642, Donald R Foley: $15,642, Francis 
P. Martin: $32,784 and John P. Toolan: $33,084, and the following 
amounts of their total compensation from the Fund Complex: Joseph H. 
Fleiss: $21,000, Donald R. Foley: $21,000, Francis P. Martin: $53,000 
and John P. Toolan: $55,400 .


3	Director Emeritus.  Upon attainment of age 72 the Company's current 
Directors may elect to change to emeritus status.  Any directors 
elected or appointed to the Board of Directors in the future will be 
required to change to emeritus status upon attainment of age 80.  
Directors Emeritus are entitled to serve in emeritus status for a 
maximum of 10 years during which time they are paid 50% of the annual 
retainer fee and meeting fees otherwise applicable to the Company's 
directors, together with reasonable out-of-pocket expenses for each 
meeting attended.  During the Company's last fiscal year, aggregate 
compensation from the Company to Emeritus Directors totaled 
$_________.


	INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

General.  The Prospectus discusses each fund's investment objective and 
the policies each fund employs to achieve its objective.  Each fund is 
an open-end, diversified management investment company under the 
Investment Company Act of 1940 (the "1940 Act").  Each fund's investment 
manager is SSBC Fund Management Inc. ("SSBC" or the "Manager").  

The funds operate as money market funds, and utilize certain investment 
policies so that, to the extent reasonably possible, each fund's price 
per share will not change from $1.00, although no assurance can be given 
that this goal will be achieved on a continuous basis.

Each fund's investments are limited to United States dollar-denominated 
instruments (and repurchase agreements thereon) that, at the time of 
acquisition (including any related credit enhancement features) have 
received a rating in one of the two highest categories (the highest 
category for Cash Portfolio) for short-term debt obligations from the 
''Requisite NRSROs'', securities of issuers that have received such a 
rating with respect to other comparable securities, and comparable 
unrated securities.  ''Requisite NRSROs'' means (a) any two nationally 
recognized statistical rating organizations (''NRSROs'') that have 
issued a rating with respect to a security or class of debt obligations 
of an issuer, or (b) one NRSRO, if only one NRSRO has issued such a 
rating at the time that the Fund acquires the security.  The NRSROs 
currently designated as such by the SEC are Standard & Poor's Ratings 
Group (''S&P''), Moody's Investors Service, Inc. (''Moody's''), Duff and 
Phelps Inc., FitchIBCA, Inc. and Thompson BankWatch.

The following is a description of the types of money market instruments 
in which each fund may invest:

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


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

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

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

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

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


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

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

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

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

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


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

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

Other Investment Techniques

The following pertains to each fund:

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

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

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


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

	RISK FACTORS

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

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


	INVESTMENT RESTRICTIONS AND FUNDAMENTAL POLICIES

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

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

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

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


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

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

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

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

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

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

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

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

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

4.	Invest in oil and gas interests.


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

6.	Write or purchase put or call options.

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


	COMPUTATION OF YIELD

From time to time the Company may advertise the yield and effective 
yield of its funds.  For Cash Portfolio and Government Portfolio, each 
fund may advertise the yield and effective yield of Class A, Class L and 
Class Y shares.  These yield figures are based on historical earnings 
and are not intended to indicate future performance.  The yield of a 
fund or a class refers to the net investment income generated by an 
investment in the fund or the class over a specific seven-day period 
(which will be stated in the advertisement).  This net investment income 
is then annualized.  The effective yield is calculated similarly but, 
when annualized, the income earned by an investment in the fund or the 
class is assumed to be reinvested.  The effective yield will be slightly 
higher than the yield because of the compounding effect of the assumed 
reinvestment.

For the seven-day period ended December 31, 1998, the yield for the Cash 
Portfolio was _____% (the effective yield was _____%) for Class A 
shares, _____% (the effective yield was _____%) for Class L shares, and 
_____% (the effective yield was _____%) for Class Y shares, with an 
average dollar-weighted portfolio maturity of _____ days; the yield for 
the Government Portfolio was _____% (the effective yield was _____%) for 
the Class A and Class L shares and _____% (the effective yield was 
_____%) for the Class Y shares with an average dollar-weighted maturity 
of _____ days; and the yield for the Retirement Portfolio was _____% 
(the effective yield was _____%) with an average dollar-weighted 
portfolio maturity of _____ days.  The Company quotes current yield of 
each fund and class by dividing the net change in the value of a 
hypothetical preexisting account having a balance of one share at the 
beginning of a recent seven-day base period by the value of the account 
at the beginning of the base period and multiplying this base period 
return by 365/7.  Net change in account value is the value of additional 
shares purchased with dividends from original shares and dividends 
declared on both original shares and any additional shares, but does not 
include any changes in unrealized appreciation or depreciation.  In 
addition, for each fund and class the Company may from time to time 
quote effective yield figures assuming the compounding of dividends.  
The effective yield will be slightly higher than the yield because of 
the compounding effect.  The Company also quotes for each fund and class 
the average dollar-weighted portfolio maturity for the corresponding 
seven-day period.

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



	VALUATION OF SHARES AND AMORTIZED COST VALUATION

The net asset value per share of each fund is determined as of 12 noon 
Eastern time on each day that the New York Stock Exchange (''NYSE'') is 
open by dividing the fund's net assets attributable to each class (i.e., 
the value of its assets less liabilities) by the total number of shares 
of the class outstanding. Each fund may also determine net asset value 
per share on days when the NYSE is not open, but when the settlement of 
securities may otherwise occur.  As noted above, each fund employs the 
amortized cost method of valuing portfolio securities and seeks to 
continue to maintain a constant net asset value of $1.00 per share.

The Prospectus states that net asset value will be determined on any day 
the New York Stock Exchange is open and that the net asset value may be 
determined on any day that the settlement of securities otherwise 
occurs.  The New York Stock Exchange is closed on the following 
holidays: New Year's Day, Martin Luther King, Jr. Day, President's Day, 
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and 
Christmas and on the preceding Friday or subsequent Monday when one of 
these holidays falls on a Saturday or Sunday, respectively.  

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

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


	IRA AND OTHER PROTOTYPE RETIREMENT PLANS

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

IRA, Rollover IRA and Simplified Employee Pension - IRA


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

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

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

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

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

Paired Defined Contribution Prototype

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


	PURCHASE OF SHARES


Cash Portfolio and Government Portfolio.  The minimum initial investment 
for Class A is $1,000 for each Cash Portfolio and Government Portfolio 
account and the minimum subsequent investment is $50, except for 
purchases through (a) IRAs and Self-Employed Retirement Plans, for which 
the minimum initial and subsequent investments are $250 and $50, 
respectively, and (b) retirement plans qualified under Section 403(b)(7) 
or Section 401(a) of the Internal Revenue Code of 1986, as amended (the 
''Code''), for which the minimum initial and subsequent investments are 
$25.  There are no minimum investment requirements in Class A shares for 
employees of Citigroup Inc. (''Citigroup'') and its subsidiaries, 
including Salomon Smith Barney, and Directors or Trustees of any 
Travelers-affiliated funds, including the Smith Barney Mutual Funds, and 
their spouses and children.  The minimum initial investment for Class Y 
is $15,000,000 for each Cash Portfolio and Government Portfolio account 
(except for purchases of Class Y shares by Smith Barney Concert 
Allocation Series Inc., for which there is no minimum purchase amount) 
and the minimum subsequent investment is $50.  For shareholders 
purchasing shares of a Portfolio through the Systematic Investment Plan 
on a monthly basis, the minimum initial investment requirement for Class 
A shares and the subsequent investment requirement for all classes is 
$25.  For shareholders purchasing shares of a fund through the 
Systematic Investment Plan on a quarterly basis, the minimum initial 
investment requirement for Class A shares and the subsequent investment 
requirement for all classes is $50.  In addition, Class Z shares, which 
are offered pursuant to a separate prospectus, are offered exclusively 
to tax-exempt employee benefit and retirement plans of Salomon Smith 
Barney and its affiliates.

Class A and Class Y shares of the Cash Portfolio and Government 
Portfolio are available for purchase directly by investors.  Class L 
shares of the Cash Portfolio and Government Portfolio are available for 
purchase only by Participating Plans (as defined under ''Purchase of 
Shares-Smith Barney 401(k) and ExecChoiceTM  Programs'') opened prior to 
June 21, 1996, either directly or as part of an exchange privilege 
transaction with certain other funds sponsored by Salomon Smith Barney. 
 Class L shares of the Government Portfolio that represent previously 
issued ''Class B'' shares may only be redeemed or exchanged out of the 
fund.

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

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

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


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

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

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

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

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

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

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



	REDEMPTION OF SHARES

Shareholders may redeem their shares without charge on any day a fund 
calculates its net asset value. See ''Valuation of Shares.''  Redemption 
requests received in proper form before 12 noon, Eastern time, are 
priced at the net asset value as next determined on that day.  
Redemption requests received after 12 noon, Eastern time, are priced at 
the net asset value next determined.  Redemption requests must be made 
through a Salomon Smith Barney Financial Consultant or dealer 
representative through whom the shares were purchased, except that 
shareholders who purchased shares of the fund from First Data may also 
redeem shares directly through First Data.  A shareholder desiring to 
redeem shares represented by certificates also must present the 
certificates to a Salomon Smith Barney Financial Consultant, dealer 
representative or First Data endorsed for transfer (or accompanied by an 
endorsed stock power), signed exactly as the shares are registered.  
Redemption requests involving shares represented by certificates will 
not be deemed received until the certificates are received by First Data 
in proper form.

Each fund normally transmits redemption proceeds on the business day 
following receipt of a redemption request but, in any event, payment 
will be made within three days thereafter, exclusive of days on which 
the NYSE is closed and the settlement of securities does not otherwise 
occur, or as permitted under the 1940 Act in extraordinary 
circumstances.  Generally, if the redemption proceeds are remitted to a 
Salomon Smith Barney brokerage account, these funds will not be invested 
for the shareholder's benefit without specific instruction and Salomon 
Smith Barney will benefit from the use of temporarily uninvested funds. 
 A shareholder who pays for fund shares by personal check will be 
credited with the proceeds of a redemption of those shares only after 
the purchase check has been collected, which may take up to ten days or 
more.  A shareholder who anticipates the need for more immediate access 
to his or her investment should purchase shares with Federal funds, by 
bank wire or with a certified or cashier's check.

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


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

Telephone Redemption and Exchange Program.  To determine if a 
shareholder is entitled to participate in this program, he or she should 
contact First Data at 1-800-451-2010.  Once eligibility is confirmed, 
the shareholder must complete and return a Telephone/Wire Authorization 
Form, along with a signature guarantee, that will be provided by First 
Data upon request.  (Alternatively, an investor may authorize telephone 
redemptions on the new account application with the applicant's 
signature guarantee when making his/her initial investment in the fund.)

Redemptions.  Redemption requests of up to $10,000 of any class or 
classes of a fund's shares may be made by eligible shareholders by 
calling First Data at 1-800-451-2010.  Such requests may be made between 
9:00 a.m. and 4:00 p.m. (Eastern time) on any day the NYSE is open. 
Redemptions of shares (i) by retirement plans or (ii) for which 
certificates have been issued are not permitted under this program.

A shareholder will have the option of having the redemption proceeds 
mailed to his/her address of record or wired to a bank account 
predesignated by the shareholder.  Generally, redemption proceeds will 
be mailed or wired, as the case may be, on the next business day 
following the redemption request.  In order to use the wire procedures, 
the bank receiving the proceeds must be a member of the Federal Reserve 
System or have a correspondent relationship with a member bank.  The 
fund reserves the right to charge shareholders a nominal fee for each 
wire redemption.  Such charges, if any, will be assessed against the 
shareholder's account from which shares were redeemed.  In order to 
change the bank account designated to receive redemption proceeds, a 
shareholder must complete a new Telephone/Wire Authorization Form and, 
for the protection of the shareholder's assets, will be required to 
provide a signature guarantee and certain other documentation.

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

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

Contingent Deferred Sales Charge - Cash Portfolio and Government 
Portfolio


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

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

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

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

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


	EXCHANGE PRIVILEGE

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

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

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


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

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

	TAXES

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

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

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


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

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


	INVESTMENT MANAGEMENT AND OTHER SERVICES

Manager.  SSBC manages the day to day operations of each fund pursuant 
to management agreements entered into by the Company on behalf of each 
fund.  Under the management agreements, the Manager offers each fund 
advice and assistance with respect to the acquisition, holding or 
disposal of securities and recommendations with respect to other aspects 
of the business and affairs of each fund.  It also furnishes each fund 
with executive and other personnel; management, bookkeeping, accounting 
and administrative services; office space and equipment; and the 
services of the officers and employees of the fund.  SSBC is a 
subsidiary of Salomon Smith Barney Holdings, Inc., which is a subsidiary 
of Citigroup Group Inc. ("Citigroup"), a publicly owned financial 
services company.

For the years 1996, 1997 and 1998, the funds paid management fees as 
shown below:


Fund

Management Fee





1996

1997

1998

Cash Portfolio

$103,013,084

$117,380,871



Government Portfolio

18,688,740

19,475,520



Retirement Portfolio

5,588,496

5,982,179



The respective funds' management agreements, which were approved by 
their shareholders on September 16, 1994 and became effective on 
November 21, 1994, provide for daily compensation of the Manager at the 
following annual rates: 


Fund

Fund Asset Breakpoints

Management Fee as a 
Percentage of Average Daily 
Net Assets

Cash Portfolio

First $6 billion

0.45%



Over $6 billion up to $12 
billion

0.425%



Over $12 billion up to $18 
billion

0.40%



Over $18 billion

0.35%







Government 
Portfolio

First $2.5 billion

0.45%



Over $2.5 billion up to $5 
billion

0.40%



Over $5 billion

0.35%







Retirement 
Portfolio

First $1 billion

0.45%



Over $1 billion up to $2 
billion

0.40%



Over $2 billion

0.35%

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

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

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

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

The term ''Smith Barney'' in the title of the Company has been adopted 
by permission of Salomon Smith Barney and is subject to the right of 
Salomon Smith Barney to elect that the Company stop using the term in 
any form or combination of its name.


Distributor.  CFBDS, 20 Milk Street, Boston, MA 02109-5408, distributes 
shares of the fund as principal underwriter and as such conducts a 
continuous offspring pursuant to a "best efforts" arrangement 
requiring CFBDS to take and pay for only such securities as may be sold 
to the public.  Pursuant to a plan of distribution adopted by the fund 
under Rule 12b-1 under the 1940 Act (a "Plan"), CFBDS is paid a 
service fee with respect to Class A, and Class L shares of the Fund at 
the annual rate of 0.10% of the average daily net assets attributable to 
these Classes.  The fee is used to pay Salomon Smith Barney's Financial 
Consultants and PFS's Financial Consultants for servicing shareholder 
accounts for as long as a shareholder remains a holder of the class.  
The service fee is also spent on the following types of expenses: (1) 
the pro rata share of other employment costs of such Financial 
Consultants (e.g., FICA, employee benefits, etc.); (2) employment 
expenses of home office personnel primarily responsible for providing 
service to a Portfolio's shareholders; and (3) the pro rata share of 
branch office fixed expenses (including branch overhead allocations).

Brokerage.  The Manager places orders for the purchase and sale of 
securities for the funds of the Company.  All of the portfolio 
transactions have been principal transactions with major dealers in 
money market instruments, on which no brokerage commissions are paid.  
Purchases from or sales to dealers serving as market-makers include the 
spread between the bid and asked prices.  No portfolio transactions are 
handled by Salomon Smith Barney.


	ADDITIONAL INFORMATION ABOUT THE FUNDS

The Company, an open-end, diversified management investment company, was 
incorporated under Maryland law on May 28, 1974.  The Company currently 
has outstanding three series of shares, representing shares in separate 
Funds - the Cash Portfolio, the Government Portfolio and the Retirement 
Portfolio - and the Company's Board of Directors may authorize the 
creation of additional series of shares.  Each share of a fund or class 
represents an equal proportionate interest in the net assets of that 
fund or class with each other share of the same fund or class and is 
entitled to such dividends and distributions out of the net income of 
that fund or class as are declared in the discretion of the Board.  
Shareholders are entitled to one vote for each share held and will vote 
in the aggregate and not by fund or class except as otherwise required 
by the 1940 Act or Maryland law.  In the event of the liquidation or 
dissolution of a fund or of the Company, shares of a fund are entitled 
to receive the assets belonging to that fund and a proportionate 
distribution of any general assets not belonging to any particular fund 
that are available for distribution based upon the relative net assets 
of the respective funds.  


Voting Rights.  As permitted by Maryland law, there will normally be no 
meetings of shareholders for the purpose of electing directors unless 
and until such time as less than a majority of the directors holding 
office have been elected by shareholders.  At that time, the directors 
then in office will call a shareholders' meeting for the election of 
directors.  The directors must call a meeting of shareholders for the 
purpose of voting upon the question of removal of any director when 
requested in writing to do so by the record holders of not less than 10% 
of the outstanding shares of the Company.  At such a meeting, a director 
may be removed after the holders of record of not less than a majority 
of the outstanding shares of the Company have declared that the director 
be removed either by declaration in writing or by votes cast in person 
or by proxy.  Except as set forth above, the directors shall continue to 
hold office and may appoint successor directors.

Rule 18f-2 under the 1940 Act provides that any matter required to be 
submitted by the provisions of the Act or applicable state law, or 
otherwise, to the holders of the outstanding voting securities of an 
investment company shall not be deemed to have been effectively acted 
upon unless approved by "vote of a majority of the outstanding voting 
securities" (as defined below) of each fund or class affected by the 
matter.  Rule 18f-2 further provides that a fund or class shall be 
deemed to be affected by a matter unless it is clear that the interests 
of each fund or class in a matter are identical or that the matter does 
not affect any interest of the fund or class.  Under the rule the 
approval of a management agreement or any change in a fundamental 
investment policy would be effectively acted upon with respect to a fund 
only if approved by a majority of the outstanding voting securities of 
the fund affected by the matter.  The rule, however, also provides that 
the ratification of independent public accountants, the election of 
directors, and the approval of a distribution agreement that is 
submitted to shareholders are not subject to the separate voting 
requirements and may be effectively acted upon by a vote of the holders 
of a majority of all fund shares voting without regard to fund.

As used in the Prospectus and this Statement of Additional Information, 
a "vote of a majority of the outstanding voting securities" means the 
affirmative vote of the lesser of (a) more than 50% of the outstanding 
shares of the Company (or the affected fund or class) or (b) 67% or more 
of such shares present at a meeting if more than 50% of the outstanding 
shares of the Company (or the affected fund or class) are represented at 
the meeting in person or by proxy.

Following are the names, addresses and percent of ownership of each 
person who owns of record or is known by the Company to own of record of 
beneficially 5% or more of any Class of a fund as of April __, 1999:

Custodian.  PNC Bank, National Association, a national banking 
association with offices at 17th and Chestnut Streets, Philadelphia, 
Pennsylvania (the "Custodian") serves as custodian of the Fund's 
investments. 

Transfer and Dividend Disbursing Agent.  First Data Investor Services 
Group, Inc., Exchange Place, Boston, Massachusetts 02109 serves as the 
Fund's transfer and dividend disbursing agent.

Independent Auditors.  KPMG LLP, 345 Park Avenue, New York, New York 
10154, has been selected as independent auditors for each fund for its 
fiscal year ending December 31, 1999 to examine and report on their 
examination of the financial statements and financial highlights of the 
funds.

Annual and Semi-Annual Reports.  The Company sends its shareholders a 
semi-annual report and an audited annual report, which include listings 
of the investment securities held by each fund at the end of the period 
covered.  In an effort to reduce the funds' printing and mailing costs, 
the funds plans to consolidate the mailing of their semi-annual and 
annual reports by household.  This consolidation means that a household 
having multiple accounts with the identical address of record will 
receive a single copy of each report. Shareholders who do not want this 
consolidation to apply to their accounts should contact their Salomon 
Smith Barney Financial Consultant or the transfer agent.

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


	FINANCIAL STATEMENTS

The following financial information will be incorporated by reference to 
the Company's 1998 Annual Report to Shareholders which will be 
subsequently filed in a Post-Effective Amendment to this Registration 
Statement:


	APPENDIX A - SECURITIES RATINGS

BOND (AND NOTES) RATINGS

Moody's Investors Service, Inc.

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

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

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

Standard & Poor's Rating Group

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

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

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

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

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

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

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


Fitch IBCA, Inc.

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

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

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

COMMERCIAL PAPER RATINGS

Moody's Investors Service, Inc.

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

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

Standard & Poor's Ratings Group

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

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

Fitch IBCA, Inc.

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

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


Fitch's short-term ratings are as follows:

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

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

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

Duff& Phelps Inc.

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

Duff 1 - Indicates a high certainty of timely payment.

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

Thompson BankWatch ("TBW")

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

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






-26-



PART C - OTHER INFORMATION


	Item 23.		Exhibits

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

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

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

    (4)  Certificate of Correction dated July 15, 1994 is 
filed herewith.

          (5)  Articles Supplementary to the Articles of 
Incorporation dated July 19, 1994 is filed herewith.

         (6)  Articles of Amendment to Articles of 
Incorporation dated November 3,1994 is filed 
herewith.

          (7)  Articles Supplementary to Articles of 
Incorporation dated November 3,1994 is 
filed herewith.

          (8) Articles Supplementary to Articles of 
Incorporation dated November 3,1994 is filed herewith.
	
         (9)  Articles Supplementary to Articles of Incorporation 
dated January 16, 1996 is filed 
herewith.

       (10) Articles Supplementary to Articles of Incorporation 
dated January 30, 1998 is filed 
herewith. 

       (11) Articles of Amendment to Articles of 
Incorporation dated June 1998 is filed herewith.


(b) (1) Bylaws are incorporated by reference to Exhibit 2 to 
Post-Effective Amendment No. 32.

(2) Restated By-Laws are filed herewith.
 

	(c)	Specimen Stock Certificates for the Cash Portfolio, 
Government Portfolio and Retirement Portfolio are 
incorporated by reference to Exhibits 4(a) through (c) 
to Post-Effective Amendment No. 32.

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

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

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

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

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

(2)      Distribution Agreement between the Registrant 
and CFBDS Inc.                       dated October 8, 
1998 is filed herewith.

	(f)	Not applicable. 

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

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

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


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

		(2)  Auditors' Consent ( to be filed by amendment) 

	(k)	Not applicable. 

	(l)	Not applicable. 

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

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

(3) Plan of Distribution Pursuant to Rule 12b-1 for the 
Retirement Portfolio is incorporated by reference to 
Exhibit 15 to Post-Effective Amendment No. 42.
(4) Form of Amended and Restated Plan of Distribution to 
Rule 12b-1 for the Registrant is filed herewith. 

	(n)	Financial Data Schedule (to be filed by amendment) 

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

	        (2) Plan pursuant to Rule 18f-3 is filed herewith.

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

	(None) 

Item 25.	Indemnification

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

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

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

Item 26.	Business and other Connections of Investment Adviser

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

Item 27.  Principal Underwriters

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

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

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

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

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

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

(c)	Not applicable.



Item 28.	Location of Accounts and Records

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

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

Item 29.	Management Services

	Not applicable.

Item 30.	Undertakings

	Not applicable


	
	SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the 
Investment Company Act of 1940, the Registrant has duly caused this 
Post-Effective Amendment to its Registration Statement to be signed 
on its behalf by the undersigned, and where applicable, the true 
and lawful attorney-in-fact, thereto duly authorized, in the City 
of New York, and State of New York on the 1st day of March 1999.

	SMITH BARNEY MONEY FUNDS, INC.


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

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

Signatures	Title		Date

/s/Heath B. McLendon       	Chairman of the Board,	March 1, 1999
(Heath B. McLendon)	President and Chief 
	Executive Officer


/s/Donald R. Foley*                 	Director	March 1, 1999
(Donald R. Foley)


/s/ Paul Hardin*                       	Director	March 1, 1999
(Paul Hardin) 


/s/Roderick C. Rasmussen*      	Director	March 1, 1999
(Roderick C. Rasmussen)


/s/John P. Toolan*                     	Director	March 1, 1999
(John P. Toolan)


/s/Lewis E. Daidone                  	Treasurer (Principal	March 1, 1999
(Lewis E. Daidone)	Financial and 
	Accounting Officer)


*By: /s/ Christina T. Sydor        		March 1, 1999
	Christina T. Sydor
	Pursuant to Power of Attorney



EXHIBIT INDEX


Exhibit No.	Exhibit


(a) (4)  Certificate of Correction dated July 15, 1994 

          (5)  Articles Supplementary to the Articles of 
                              Incorporation dated July 19, 1994 

         (6)  Articles of Amendment to Articles of 
Incorporation dated November 3,1994 

          (7)  Articles Supplementary to Articles of 
Incorporation dated November 3, 1994 

          (8) Articles Supplementary to Articles of 
Incorporation dated November 3,1994 
	
 (9)  Articles Supplementary to Articles of 
Incorporation dated January 16, 1996 

(10) Articles Supplementary to Articles of 
Incorporation dated January 30, 1998 

     (11) Articles of Amendment to Articles of 
Incorporation  dated June 1998 

(b)	  (2) Restated By-Laws 

(e)                  (2) Distribution Agreement

(m)                (4)  Form of Amended and Restated Plan pursuant 
to Rule 12b-1   

(o) (2)  Plan pursuant to Rule 18f-3