SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC. (the "Fund")

CLASS A SHARES
CLASS B SHARES

Supplement dated July 28, 1997 to Prospectuses dated September 27, 
1996

The following supplements and, to the extent inconsistent 
therewith, supersedes the information contained in the Prospectus 
of each of the Class A shares and Class B shares of the Fund (each 
a "Prospectus") under the section "Purchase of Shares":

The minimum initial investment in each Portfolio is 
$1,000,000.  The minimum subsequent investment is $50.
____________________________________________________________


The information contained in the Prospectus under the section 
"Redemption of Shares" is replaced in its entirety as follows:

Redemption of Shares.  Shareholders may redeem their 
shares without charge on any day the Fund calculates its net 
asset value.  See "Valuation of Shares."  Redemption 
requests received in proper form prior to 2:00 p.m. (12:00 
noon in the case of the Municipal Portfolio), New York time, 
are priced at the net asset value as next determined.  
Redemption requests received after 2:00 p.m. (12:00 noon in 
the case of the Municipal Portfolio), New York time, will 
not be accepted and a new redemption request should be 
submitted on the following day that the Fund calculates its 
net asset value.  Redemption requests must be made through 
Smith Barney Inc. ("Smith Barney"), a broker that clears 
securities transactions on a fully disclosed basis (an 
"Introducing Broker") or the securities dealer in the 
selling group through whom the shares were purchased, except 
that shareholders who purchased shares of the Fund from 
First Data Investor Services Group, Inc. ("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 Smith 
Barney, the Introducing Broker 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 certificates are received by First 
Data in proper form.

Shares held at Smith Barney.  A redemption request 
received by Smith Barney in proper form before 2:00 p.m. 
(12:00 noon in the case of the Municipal Portfolio) will not 
earn a dividend on the day the request is received and 
redemption proceeds will be credited to a shareholder's 
account on the same day.  

Shares held at First Data.  A shareholder who 
purchased shares of the Fund directly through First Data may 
redeem shares through First Data in the manner described in 
the Prospectus under "Expedited Redemption Procedures" and 
"Ordinary Redemption Procedures".
___________________________________________________________


The following supplements and, to the extent inconsistent 
therewith, supersedes the information contained in each Prospectus 
of the Fund under the section "Investment Objectives and Policies 
- The Cash Portfolio - Obligations of Financial Institutions":

The Cash Portfolio may purchase fixed time deposits 
maturing in less than one year, provided, however, 
that fixed time deposits maturing in more than seven 
calendar days shall be considered illiquid securities.
____________________________________________________________


The following replaces in its entirety the section of each 
Prospectus entitled "Investment Objectives and Policies - The 
Municipal Portfolio - Tender Option Bonds":

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

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

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

FD 01316