SMITH BARNEY MONEY FUNDS, INC.

ARTICLES SUPPLEMENTARY
INCREASING AUTHORIZED STOCK
AS AUTHORIZED BY SECTION 2-105(c) OF
THE MARYLAND GENERAL CORPORATION LAW


	Smith Barney Money Funds, Inc., a Maryland corporation, having its 
principal office in Baltimore City, Maryland (hereinafter called the 
"Corporation"), hereby certifies to the State Department of Assessments 
and Taxation of Maryland that:

	FIRST:   The Corporation is registered as an open-end investment 
company under the Investment Company Act of 1940. 

	SECOND:  In accordance with Section 2-105(c) of the Maryland 
General Corporation Law, the Board of Directors has increased the 
authorized capital stock of the Corporation to 65,000,000,000 shares of 
Common Stock (par value $.01 per share).
	
	THIRD:  (a) As of immediately before the increase the total number 
of shares of stock of all classes which the Corporation had authority to 
issue was 55,000,000,000 shares, of which no shares were Preferred Stock 
and 55,000,000,000 shares were Common Stock (par value $.01 per share), 
divided into three series designated as the Cash Portfolio series, the 
Government Portfolio series and the Retirement Portfolio series.  The 
Cash Portfolio series consisted of four classes of shares, designated 
Class A, Class C, Class Y and Class Z, each such class consisting, until 
further changed, of the lesser of (x) 40,000,000,000 shares or (y) the 
number of shares that could be issued by issuing all of the shares of 
Common Stock of that series or portfolio less the total number of shares 
of all other classes of Common Stock of that series or portfolio then 
issued and outstanding.    The Government Portfolio series consisted of  
four classes of shares, designated Class A, Class C, Class Y and Class Z 
shares, each such class consisting, until further changed,  of the lesser 
of (x) 10,000,000,000 shares or (y) the number of shares that could be 
issued by issuing all of the shares of Common Stock of that series or 
portfolio less the total number of shares of all other classes of Common 
Stock of that series or portfolio then issued and outstanding.  The 
Retirement Portfolio series consisted of two classes of shares, 
designated Class A and Class Y shares, each such class consisting, until 
further changed,  of the lesser of (x) 5,000,000,000 shares or (y) the 
number of shares that could be issued by issuing all of the shares of 
Common Stock of that series or portfolio less the total number of shares 
of all other classes of Common Stock of that series or portfolio then 
issued and outstanding.
 
	(b)  As increased the total number of shares of stock of all 
classes which the Corporation has authority to issue is 65,000,000,000 
shares, of which no shares are Preferred Stock and 65,000,000,000 shares 
are Common Stock (par value $.01 per share), which shall consist, until 
further changed, of the Cash Portfolio series, the Government Portfolio 
series and the Retirement Portfolio series.  The Cash Portfolio series 
consists of four classes of shares, designated Class A, Class C, Class Y 
and Class Z, each such class consisting, until further changed, of the 
lesser of (x) 50,000,000,000 shares or (y) the number of shares that 
could be issued by issuing all of the shares of Common Stock of that 
series or portfolio less the total number of shares of all other classes 
of Common Stock of that series or portfolio then issued and outstanding. 
   The Government Portfolio series consists of  four classes of shares, 
designated Class A, Class C, Class Y and Class Z shares, each such class 
consisting, until further changed,  of the lesser of (x) 10,000,000,000 
shares or (y) the number of shares that could be issued by issuing all of 
the shares of Common Stock of that series or portfolio less the total 
number of shares of all other classes of Common Stock of that series or 
portfolio then issued and outstanding.   The Retirement Portfolio series 
consists of two classes of shares, designated Class A and Class Y shares, 
each such class consisting, until further changed,  of the lesser of (x) 
5,000,000,000 shares or (y) the number of shares that could be issued by 
issuing all of the shares of Common Stock of that series or portfolio 
less the total number of shares of all other classes of Common Stock of 
that series or portfolio then issued and outstanding.

	(c)  The aggregate par value of all shares of the Corporation 
having a par value is $550,000,000 before the increase and $650,000,000 
as increased.

	FOURTH:  The terms of the Class A, Class C, Class Y and Class Z 
shares of the Cash Portfolio series are set forth in the Charter of the 
Corporation.  The terms of the Class A, Class C, Class Y and Class Z 
shares of the Government Portfolio series are set forth in the Charter of 
the Corporation.  The terms of the Class A and Class Y shares of the 
Retirement Portfolio series are set forth in the Charter of the 
Corporation.

		IN WITNESS WHEREOF, Smith Barney Money Funds, Inc. has caused 
these presents to be signed in its name and on its behalf by its 
President and witnessed by its Secretary on this 30th day of January, 
1998.


Attest:						SMITH BARNEY MONEY FUNDS, INC.


_________________________			By: 
____________________________
Christina T. Sydor		    			Heath B. McLendon
Secretary			    			President


	THE UNDERSIGNED, the President of Smith Barney Money Funds, Inc. 
who executed on behalf of the Corporation the foregoing Articles 
Supplementary of which this certificate is made a part, hereby 
acknowledges in the name and on behalf of the Corporation the foregoing 
Articles Supplementary to be the corporate act of the Corporation and 
hereby certifies to the best of his knowledge, information and belief the 
matters and facts set forth therein with respect, to the authorization 
and approval thereof are true in all material respects under the 
penalties of perjury.

						
	_____________________________
							Heath B. McLendon
							President






 

 
 


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