As filed with the Securities and Exchange Commission on April 26,
2001

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.     54

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940,
Amendment No.     54

SMITH BARNEY MONEY FUNDS, INC.
(a Maryland Corporation)
(Exact name of Registrant as Specified in Charter)

Seven World Trade Center, New York, New York  10048
(Address of Principal Executive Offices)  (Zip Code)

(212) 783-0693
(Registrant's Telephone Number, including Area Code:)

Christina T. Sydor, Secretary
Seven World Trade Center
New York, New York  10048
(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)
[XX]	On April 30, 2001 pursuant to Rule 485(b)
[     ]	60 days after filing pursuant to paragraph (a)(1) of
Rule 485
[     ]	On (date) 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>

                                  PROSPECTUS


     --------------------------------------------------------------------
                                 SMITH BARNEY

                                  MONEY
                                  FUNDS, INC.
     --------------------------------------------------------------------
      Retirement Portfolio
      Class A Shares

      Cash Portfolio
      Government Portfolio
      Class A, L and Y Shares

      April 30, 2001

      Each fund is a separate series of Smith Barney Money Funds, Inc., a
      Maryland corporation.

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

                             [LOGO]   Smith Barney
                                      Mutual Funds
                    Your Serious Money. Professionally Managed./SM/

     --------------------------------------------------------------------
  INVESTMENT PRODUCTS: NOT  FDIC  INSURED . NO  BANK  GUARANTEE . MAY  LOSE
                                     VALUE
     --------------------------------------------------------------------

<PAGE>



Smith Barney Money Funds, Inc.

 Contents

                     Investments, risks and performance  2

                     Management........................  8

                     Choosing a class of shares to buy.  9

                     Comparing the funds' classes...... 10

                     Deferred sales charges............ 11

                     Buying shares..................... 12

                     Exchanging shares................. 13

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

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

                     Dividends, distributions and taxes 18

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

                     Financial highlights.............. 20

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.

                                                                               1


                                                       Smith Barney Mutual Funds
<PAGE>

  Investments, risks and performance

Investment objectives
Each fund seeks maximum current income and preservation of capital.

Principal investment strategies
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
unrated, 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.

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


Smith Barney Money Funds, Inc.

 2

<PAGE>

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


                                                       Smith Barney Mutual Funds

                                                                               3

<PAGE>

Risk return bar charts
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.


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

                        Total Return for Class A Shares

                                Cash Portfolio


                                    [CHART]

915.66

923.31

932.63

943.73

955.53

964.98

975.12

985.07

994.73

20005.98
Quarterly returns:

Highest: 1.61% in 1st quarter 1991; Lowest: 0.64% in 2nd quarter 1993


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

                        Total Return for Class A Shares

                             Government Portfolio


                                    [CHART]

"91"5.57

"92"3.32

"93"2.55

"94"3.63

"95"5.45

"96"4.89

"97"5.04

"98"5

"99"4.6

"00"5.85


Quarterly returns:

Highest: 1.54% in 1st quarter 1991; Lowest: 0.63% in 2nd quarter 1993


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

                        Total Return for Class A Shares

                             Retirement Portfolio


                                    [CHART]



"91"    5.58

"92"    3.26

"93"    2.58

"94"    3.67

"95"    5.42

"96"    4.86

"97"    5.03

"98"    5.04

"99"    4.65

"00"    5.89


Quarterly returns:

Highest: 1.58% in 1st quarter 1991; Lowest: 0.63% in 2nd quarter 1993


Smith Barney Money Funds, Inc.

 4

<PAGE>

Risk return table
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, 2000
<TABLE>
<CAPTION>

Fund          1 year 5 years 10 years Since Inception Inception Date

<S>           <C>    <C>     <C>      <C>             <C>
Cash Portfolio

Class A        5.98%   5.17%    4.67%            N/A        5/28/74

Class L        6.01%   5.21%     N/A            5.26%      11/10/94

Class Y        6.17%   5.36%     N/A            5.39%      12/29/94

90 day T-bill  5.99%   5.18%    4.78%            N/A             (3)

Government Portfolio

Class A        5.85%   5.07%    4.58%            N/A        5/28/74

Class L/(1)/   5.87%   5.08%     N/A            4.70%        3/5/93

Class Y /(2)/  6.02%   5.21%     N/A            5.24%      10/28/93

90 day T-bill  5.99%   5.18%    4.78%            N/A             (3)

Retirement Portfolio

Class A        5.89%   5.09%    4.59%            N/A        5/28/74

90 day T-bill  5.99%   5.18%    4.78%            N/A             (3)

</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 December 31, 1990.


                   7 day yield as of December 31, 2000



                                                            Retirement
                Cash Portfolio       Government Portfolio   Portfolio

            Class A Class L Class Y Class A Class L Class Y  Class A


7 day yield   6.08%   6.09%   6.24%   5.95%   5.95%   6.09%      5.99%




                                                       Smith Barney Mutual Funds

                                                                               5

<PAGE>

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

                               Shareholder fees

<TABLE>
<CAPTION>
                                                                    Cash Portfolio and
                                                                 Government Portfolio only
(fees paid directly from your investment)              All Funds   Class L      Class Y
                                                        Class A
<S>                                                    <C>       <C>          <C>
Maximum sales charge (load) imposed
on purchases (as a % of offering price)                 None             None         None

Maximum deferred sales charge (load)
(as a % of the lower of net asset value at purchase or
redemption)                                            None/(1)/         None         None

</TABLE>

                        Annual fund operating expenses

<TABLE>
<CAPTION>
                             Cash Portfolio       Government Portfolio   Retirement
(expenses deducted from  Class A Class L Class Y Class A Class L Class Y Portfolio
fund assets)                                                              Class A
<S>                      <C>     <C>     <C>     <C>     <C>     <C>     <C>
Management fee             0.38%   0.38%   0.38%   0.42%   0.42%   0.42%      0.42%

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

Other expenses             0.09    0.06    0.00    0.07    0.06    0.02       0.16
                           ----    ----    ----    ----    ----    ----       ----

Total annual fund
operating expenses/(2)/    0.57%   0.54%   0.38%   0.59%   0.58%   0.44%      0.68%

</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)/ The manager has voluntarily agreed to limit total annual fund operating
    expenses to 0.70% of the fund's average daily net assets. The manager may
    change or eliminate these expense limits at any time on fourteen days prior
    notice to shareholders.



Smith Barney Money Funds, Inc.

 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 all your shares at the end of the period
[_] Each fund's operating expenses remain the same

                      Number of years you own your shares

<TABLE>
<CAPTION>
                     1 year 3 years 5 years 10 years

<S>                  <C>    <C>     <C>     <C>
Cash Portfolio

  Class A               $58    $183    $318     $714

  Class L               $55    $173    $302     $677

  Class Y               $39    $122    $213     $480

Government Portfolio

  Class A               $60    $189    $329     $738

  Class L               $59    $186    $324     $726

  Class Y               $45    $141    $246     $555

Retirement Portfolio

  Class A               $69    $218    $379     $847

</TABLE>


                                                    Smith Barney Mutual Funds

                                                                           7

<PAGE>

  Management


Manager The funds' investment manager is Smith Barney Fund Management LLC
(formerly known as SSB Citi Fund Management LLC), an affiliate of Salomon Smith
Barney Inc. The manager's address is Seven World Trade Center, New York, New
York 10048. 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:

<TABLE>
<CAPTION>
                                  Management fee as a percentage of
            Fund                 the fund's average daily net assets

            <S>                  <C>
            Cash Portfolio                                     0.38%

            Government Portfolio                               0.42%

            Retirement Portfolio                               0.42%

</TABLE>

Distribution plan Each fund has adopted a Rule 12b-1 distribution plan for its
Class A and, if applicable, Class L shares. Under the 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.

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


Transfer agent and shareholder servicing agent Citi Fiduciary Trust Company
serves as the fund's transfer agent and shareholder servicing agent (the
"transfer agent"). The transfer agent has entered into sub-transfer agency and
services agreements with PFPC Global Fund Services and PFS Shareholder
Services, respectively to serve as the funds' sub-transfer agents (the
"sub-transfer agents"). The sub-transfer agents will perform certain functions
including shareholder recordkeeping and accounting services.


Smith Barney Money Funds, Inc.

 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 18). Each class has different expenses, allowing you to choose the
class that best meets your needs.

You may buy shares from:



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

[_] Each fund, but only if you are investing through certain qualified plans or
    Service Agents

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

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,
Uniform Gift to Minor Accounts          $250   $15 million     $50

Qualified Retirement Plans*             $25    $15 million     $25

Salomon Smith Barney Sweep Features   variable     n/a      variable

Simple IRAs                              $1        n/a         $1

</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.


                                                       Smith Barney Mutual 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 Service Agent for more complete information.

  Comparing the funds' classes


Your Service Agent can help you decide which class meets your goals. The
Service Agent may receive different compensation depending upon which class you
choose.

<TABLE>
<CAPTION>
                                Class A           Class L           Class Y

<S>                        <C>               <C>               <C>
                           all funds         for the Cash Portfolio and
                                             Government Portfolio only
Key features               .Higher           .Higher           .Must invest at
                            annual            annual            least $15
                            expenses than     expenses than     million
                            Class Y           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          0.10% of          None
                           average daily     average daily
                           net assets        net assets

--------------------------------------------------------------------------------
Exchange privilege/(3)/    Class A shares of Class L shares of Class Y shares of
                           most Smith        most Smith        most Smith
                           Barney funds      Barney 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 Service Agent for the Smith Barney funds available for exchange.



Smith Barney Money Funds, Inc.

10

<PAGE>

Class Y shares (available through certain Service Agents)
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

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


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


The funds' distributors receive deferred sales charges as partial compensation
for their expenses in selling shares, including the payment of compensation to
your Service Agent.


                                                       Smith Barney Mutual Funds

                                                                              11

<PAGE>

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

  Buying shares


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

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

                  [_]Specific fund being bought
                  [_]Class of shares being bought
                  [_]Dollar amount or number of shares being bought

                  Your Service Agent may charge an annual account
                  maintenance fee.

---------------------------------------------------------------------------
 Through the fund Qualified retirement plans and certain other investors
                  who are clients of certain Service Agents are eligible to
                  buy shares directly from the fund.

                  [_]Write the funds at the following address:
                     Smith Barney Money Funds, Inc.
                     (Specify Portfolio and Class of Shares)
                     c/o PFPC Global Fund Services
                     P.O. Box 9699
                     Providence, RI 02940-9699

                  [_]Enclose a check to pay for the shares. For initial
                     purchases, complete and send an account
                     application.
                  [_]For more information, call as applicable, PFS
                     Shareholder Services at 1-800-544-5445 or PFPC
                     Global Fund Services at 1-800-451-2010.



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


Smith Barney Money Funds, Inc.

12

<PAGE>

  Exchanging shares

<TABLE>
<CAPTION>
<C>                  <S>
 Smith Barney offers You should contact your Service Agent to exchange
a distinctive family into other Smith Barney mutual funds. Be sure to read
of funds tailored to the prospectus of the Smith Barney fund you are ex-
       help meet the changing into. An exchange is a taxable transaction.
    varying needs of
      both large and [_]You may exchange shares only for shares of the
     small investors    same class of another Smith Barney mutual fund.
                        Not all Smith Barney funds offer all classes.
                     [_]Not all Smith Barney funds may be offered in your
                        state of residence. Contact your Service Agent or
                        the transfer agent for further information.
                     [_]You must meet the minimum investment amount
                        for each fund.
                     [_]If you hold share certificates, the applicable sub-
                        transfer agent must receive the certificates endorsed
                        for transfer or with signed stock powers (documents
                        transferring ownership of certificates) before the
                        exchange is effective.
                     [_]The fund may suspend or terminate your exchange
                        privilege if you engage in an excessive pattern of
                        exchanges.

--------------------------------------------------------------------------------
       Sales charges Your shares may be subject to an initial sales charge at
                     the time of the exchange. For more information, con-
                     tact your Service Agent or the transfer agent.

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

--------------------------------------------------------------------------------
        By telephone If you do not have a brokerage account with a Service
                     Agent, you may be eligible to exchange shares through
                     the fund. You must complete an authorization form to
                     authorize telephone transfers. If eligible, you may
                     make telephone exchanges on any day the New York
                     Stock Exchange is open. For clients of a PFS Invest-
                     ments Registered Representative, call PFS Shareholder
                     Services at 1-800-544-5445 between 8:00 a.m. and 8:00
                     p.m. (Eastern time). All other shareholders should call
                     the transfer agent at 1-800-451-2010 between 9:00 a.m.
                     and 4:00 p.m. (Eastern time).

                     You can make telephone exchanges only between ac-
                     counts that have identical registrations.
</TABLE>


                                                       Smith Barney Mutual Funds

                                                                              13

<PAGE>




By mail If you do not have a brokerage account, contact your
        Service Agent or write to the applicable sub-transfer
        agent at the address below or on the following page.


  Redeeming shares


Generally Contact your Service Agent to redeem shares of the
          funds.

          If you hold share certificates, the applicable sub-
          transfer agent must receive the certificates endorsed
          for transfer or with signed stock powers before the re-
          demption 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 brokerage account with a Service Agent,
          your redemption proceeds will be placed in your ac-
          count and not reinvested without your specific in-
          struction. 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 funds at the applicable address:

          For clients of a PFS Investments Registered Representa-
          tive, write PFS Shareholder Services at the following
          address:
             PFS Shareholder Services
             P.O. Box 105033
             Atlanta, GA 30348-5033



Smith Barney Money Funds, Inc.

14

<PAGE>




                 For all other investors, send your request to PFPC
                 Global Fund Services at the following address:
                    Smith Barney Money Funds, Inc.
                    (Specify Portfolio and Class of Shares)
                    c/o PFPC Global Fund Services
                    P.O. Box 9699
                    Providence, RI 02940-9699

                 Your written request must provide the following:

                 [_]The name of the fund and account number
                 [_]The class of shares and the dollar amount or num-
                    ber of shares to be redeemed
                 [_]Signatures of each owner exactly as the account is
                    registered

    ------------------------------------------------------------------------
    By telephone If you do not have a brokerage account with a Service
                 Agent, you may be eligible to redeem shares (except
                 those held in retirement plans) in amounts up to
                 $50,000 per day through the funds. You must complete
                 an authorization form to authorize telephone re-
                 demptions. If eligible, you may request redemptions by
                 telephone on any day the New York Stock Exchange is
                 open. For clients of a PFS Investments Registered Rep-
                 resentative, call PFS Shareholder Services at 1-800-544-
                 5445 between 8:00 a.m. and 8:00 p.m. (Eastern time).
                 All other shareholders should call the transfer agent at
                 1-800-451-2010 between 9:00 a.m. and 4:00 p.m.
                 (Eastern time).

                 Your redemption proceeds can be sent by check to
                 your address of record or by wire or electronic transfer
                 (ACH) to a bank account designated on your
                 authorization form. You must submit a new
                 authorization form to change the bank account
                 designated to receive wire or electronic transfers and
                 you may be asked to provide certain other documents.
                 The sub-transfer agents may charge a fee on electronic
                 transfer (ACH) or wire.

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


                                                                              15


                                                       Smith Barney Mutual Funds
<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 a Service Agent, the
transfer agent or a sub-transfer agent receives, or converts the purchase
amount into, federal funds.


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

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


[_] Are redeeming over $50,000
[_] Are sending signed share certificates or stock powers to the applicable
    sub-transfer agent

[_] Instruct a sub-transfer agent to mail the check to an address different
    from the one on your account
[_] Changed your account registration
[_] Want the check paid to someone other than the account owner(s)
[_] Are transferring the redemption proceeds to an account with a different
    registration

You can obtain a signature guarantee from most banks, dealers, brokers, credit
unions and federal savings and loan institutions, but not from a notary public.

Each fund has the right to:

[_] Suspend the offering of shares
[_] Waive or change minimum and additional investment amounts


Smith Barney Money Funds, Inc.

16

<PAGE>


[_] 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 ($250 for IRA accounts
and $100 for Retirement Portfolio) because of a redemption of fund shares, a
fund may ask you to bring your account up to the applicable minimum investment
amount. If you choose not to do so within 60 days, the fund may close your
account and send you the redemption proceeds.

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

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


Share Certificates The funds do not issue share certificates unless a written
request signed by all registered owners is made to the applicable sub-transfer
agent. If you hold share certificates, it will take longer to exchange or
redeem shares.

                                                                              17


                                                       Smith Barney Mutual Funds
<PAGE>

  Dividends, distributions 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 that you hold. Alternatively, you can instruct
your Service Agent, the transfer agent or the applicable sub-transfer agent to
have your distributions and/or dividends paid in cash. You can change your
choice at any time to be effective as of the next distribution or dividend,
except that any change given to your Service Agent, transfer agent or a
sub-transfer agent less than five days before the payment date will not be
effective until the next distribution or dividend is paid.

Taxes In general, 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.

<TABLE>
<CAPTION>
    Transaction                           Federal tax status

    <S>                                   <C>
    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

</TABLE>

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

After the end of each year, each 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.


Smith Barney Money Funds, Inc.

18

<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>
                                                 Purchase is effective
Form of purchase payment                          and Dividends begin

<S>                                    <C>                     <C>
 .Payment in federal funds              If received before      At noon, Eastern
 .Having a sufficient cash balance in   noon, Eastern time:     time, on that day
 your account with a Service Agent
                                       If received after noon: At noon the next
                                                               business day

--------------------------------------------------------------------------------
 .Other forms of payment, with con-     At noon on the next business day
 version into, or advance of, federal
 funds by a Service Agent
 .Other forms of payment received by
 the transfer agent

--------------------------------------------------------------------------------
</TABLE>


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


                                                       Smith Barney Mutual Funds

                                                                              19

<PAGE>

  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 auditors, whose report,
along with the funds' financial statements, is included in the annual report
(available upon request).

Cash Portfolio

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

<TABLE>
<CAPTION>
                                       2000    1999    1998    1997    1996

   --------------------------------------------------------------------------
   <S>                                <C>     <C>     <C>     <C>     <C>
   Net asset value, beginning of year  $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00

   --------------------------------------------------------------------------
   Income from operations:
    Net investment income               0.058   0.046   0.050   0.050   0.050

   --------------------------------------------------------------------------
   Total income from operations         0.058   0.046   0.050   0.050   0.050

   --------------------------------------------------------------------------
   Less distributions from:
    Net investment income             (0.058) (0.046) (0.050) (0.050) (0.050)

   --------------------------------------------------------------------------
   Total distributions                (0.058) (0.046) (0.050) (0.050) (0.050)

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

   --------------------------------------------------------------------------
   Total return                         5.98%   4.73%   5.07%   5.12%   4.98%

   --------------------------------------------------------------------------
   Net assets, end of year (billions)     $55     $45     $40     $31     $27

   --------------------------------------------------------------------------
   Ratios to average net assets:
    Expenses                            0.57%   0.62%   0.63%   0.64%   0.62%
    Net investment income                5.84    4.63    4.95    5.01    4.87

   --------------------------------------------------------------------------
</TABLE>



Smith Barney Money Funds, Inc.

20

<PAGE>

Cash Portfolio

  For a Class L/(1)/ share of capital stock outstanding throughout each year
  ended December 31:

<TABLE>
<CAPTION>
                                       2000    1999    1998    1997    1996

   --------------------------------------------------------------------------
   <S>                                <C>     <C>     <C>     <C>     <C>
   Net asset value, beginning of year  $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00

   --------------------------------------------------------------------------
   Income from operations:
    Net investment income               0.058   0.047   0.050   0.051   0.050

   --------------------------------------------------------------------------
   Total income from operations         0.058   0.047   0.050   0.051   0.050

   --------------------------------------------------------------------------
   Less distributions from:
    Net investment income             (0.058) (0.047) (0.050) (0.051) (0.050)

   --------------------------------------------------------------------------
   Total distributions                (0.058) (0.047) (0.050) (0.051) (0.050)

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

   --------------------------------------------------------------------------
   Total return                         6.01%   4.78%   5.12%   5.17%   4.98%

   --------------------------------------------------------------------------
   Net assets, end of year (000s)        $193    $582    $412  $2,016  $2,152

   --------------------------------------------------------------------------
   Ratios to average net assets:
    Expenses                            0.54%   0.57%   0.59%   0.59%   0.62%
    Net investment income                5.58    4.70    5.07    5.05    4.87

   --------------------------------------------------------------------------
</TABLE>

/(1)/ On June 12, 1998 Class C shares were renamed Class L shares.



                                                       Smith Barney Mutual Funds

                                                                              21

<PAGE>

Cash Portfolio

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

<TABLE>
<CAPTION>
                                    2000    1999    1998    1997    1996
--------------------------------------------------------------------------
<S>                                <C>     <C>     <C>     <C>     <C>
Net asset value, beginning of year  $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00
--------------------------------------------------------------------------
Income from operations:
 Net investment income               0.060   0.048   0.052   0.052   0.051

--------------------------------------------------------------------------
Total income from operations         0.060   0.048   0.052   0.052   0.051

--------------------------------------------------------------------------
Less distributions from:
 Net investment income             (0.060) (0.048) (0.052) (0.052) (0.051)

--------------------------------------------------------------------------
Total distributions                (0.060) (0.048) (0.052) (0.052) (0.051)

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

--------------------------------------------------------------------------
Total return                         6.17%   4.91%   5.29%   5.32%   5.09%

--------------------------------------------------------------------------
Net assets, end of year (millions)     $25     $67    $159     $64     $52

--------------------------------------------------------------------------
Ratios to average net assets:
 Expenses                            0.38%   0.42%   0.42%   0.43%   0.52%
 Net investment income                5.92    4.76    5.17    5.22    4.97

--------------------------------------------------------------------------
</TABLE>



Smith Barney Money Funds, Inc.

22

<PAGE>

Government Portfolio

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

<TABLE>
<CAPTION>
                                    2000    1999    1998    1997    1996

--------------------------------------------------------------------------
<S>                                <C>     <C>     <C>     <C>     <C>
Net asset value, beginning of year  $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00

--------------------------------------------------------------------------
Income from operations:
 Net investment income               0.057   0.045   0.049   0.049   0.048

--------------------------------------------------------------------------
Total income from operations         0.057   0.045   0.049   0.049   0.048

--------------------------------------------------------------------------
Less distributions from:
 Net investment income             (0.057) (0.045) (0.049) (0.049) (0.048)

--------------------------------------------------------------------------
Total distributions                (0.057) (0.045) (0.049) (0.049) (0.048)

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

--------------------------------------------------------------------------
Total return                         5.85%   4.60%   5.00%   5.04%   4.89%

--------------------------------------------------------------------------
Net assets, end of year (billions)      $6      $5      $5      $5      $4

--------------------------------------------------------------------------
Ratios to average net assets:
 Expenses                            0.59%   0.61%   0.60%   0.61%   0.61%
 Net investment income                5.71    4.50    4.88    4.92    4.78

--------------------------------------------------------------------------
</TABLE>


                                                       Smith Barney Mutual Funds

                                                                              23

<PAGE>

Government Portfolio

  For a Class L/(1)/ share of capital stock outstanding throughout each year
  ended December 31:

<TABLE>
<CAPTION>
                                    2000    1999    1998    1997    1996

--------------------------------------------------------------------------
<S>                                <C>     <C>     <C>     <C>     <C>
Net asset value, beginning of year  $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00

--------------------------------------------------------------------------
Income from operations:
Net investment income                0.057   0.045   0.049   0.049   0.048

--------------------------------------------------------------------------
Total income from operations         0.057   0.045   0.049   0.049   0.048

--------------------------------------------------------------------------
Less distributions from:
Net investment income              (0.057) (0.045) (0.049) (0.049) (0.048)

--------------------------------------------------------------------------
Total distributions                (0.057) (0.045) (0.049) (0.049) (0.048)

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

--------------------------------------------------------------------------
Total return                         5.87%   4.62%   5.01%   5.04%   4.89%

--------------------------------------------------------------------------
Net assets, end of year (000s)        $121    $113    $206    $502    $982

--------------------------------------------------------------------------
Ratios to average net assets:
Expenses                             0.58%   0.59%   0.59%   0.61%   0.61%
Net investment income                 5.70    4.47    4.94    4.90    4.78

--------------------------------------------------------------------------
</TABLE>

/(1)/ On June 12, 1998, Class C shares were renamed Class L shares.



Smith Barney Money Funds, Inc.

24

<PAGE>

Government Portfolio

  For a Class Y share of capital stock outstanding throughout each year ended
  December 31:
<TABLE>
<CAPTION>
                                2000    1999    1998    1997    1996

----------------------------------------------------------------------
<S>                            <C>     <C>     <C>     <C>     <C>
Net asset value, beginning of
 year                           $ 1.00  $ 1.00  $ 1.00  $ 1.00 $  1.00

----------------------------------------------------------------------
Income from operations:
 Net investment income           0.058   0.047   0.050   0.050   0.049

----------------------------------------------------------------------
Total income from operations     0.058   0.047   0.050   0.050   0.049

----------------------------------------------------------------------
Less distributions from:
 Net investment income         (0.058) (0.047) (0.050) (0.050) (0.049)

----------------------------------------------------------------------
Total distributions            (0.058) (0.047) (0.050) (0.050) (0.049)

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

----------------------------------------------------------------------
Total return                     6.02%   4.78%   5.13%   5.14%   4.99%

----------------------------------------------------------------------
Net assets, end of year (000s) $20,366  $8,090  $3,659  $7,430 $51,873

----------------------------------------------------------------------
Ratios to average net assets:
 Expenses                        0.44%   0.45%   0.48%   0.51%   0.51%
 Net investment income            5.85    4.64    5.06    4.98    4.88

----------------------------------------------------------------------
</TABLE>



                                                       Smith Barney Mutual Funds

                                                                              25

<PAGE>

Retirement Portfolio

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

<TABLE>
<CAPTION>
                                   2000/(1)/ 1999/(1)/ 1998/(1)/  1997    1996

--------------------------------------------------------------------------------
<S>                                <C>       <C>       <C>       <C>     <C>
Net asset value, beginning of year  $ 1.00    $ 1.00    $ 1.00    $ 1.00  $ 1.00

--------------------------------------------------------------------------------
Income from operations:
Net investment income/(2)/           0.057     0.046     0.049     0.049   0.048

--------------------------------------------------------------------------------
Total income from operations         0.057     0.046     0.049     0.049   0.048

--------------------------------------------------------------------------------
Less distributions from:
Net investment income              (0.057)   (0.046)   (0.049)   (0.049) (0.048)

--------------------------------------------------------------------------------
Total distributions                (0.057)   (0.046)   (0.049)   (0.049) (0.048)

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

--------------------------------------------------------------------------------
Total return                         5.89%     4.65%     5.04%     5.03%   4.86%

--------------------------------------------------------------------------------
Net assets, end of year (millions)  $1,882    $1,704    $1,682    $1,367  $1,355

--------------------------------------------------------------------------------
Ratios to average net assets:
Expenses/(2)/                        0.68%     0.69%     0.70%     0.71%   0.71%
Net investment income                 5.74      4.55      4.92      4.92    4.75

--------------------------------------------------------------------------------
</TABLE>

/(1)/ As a result of a voluntary expense limitation, expense ratios will not
    exceed 0.70%.
/(2)/ The investment manager waived a portion of its management fees for the
    years ended December 31, 1999 and December 31, 1998. If such fees were not
    waived, the per share decrease on net investment income and the actual
    expense ratio would have been as follows:

<TABLE>
<CAPTION>
                    Per Share Decreases to    Expense Ratios
                    Net Investment Income  Without Reimbursement

               <S>  <C>                    <C>
               1999                $0.0001                 0.71%

               -------------------------------------------------
               1998                 0.0002                 0.72

               -------------------------------------------------
</TABLE>


Smith Barney Money Funds, Inc.

26

<PAGE>


                   (This page is intentionally left blank.)
<PAGE>


[LOGO]  Smith Barney

        Mutual Funds

        Your Serious Money. Professionally Managed./sm/
                              SalomonSmithBarney
                         ----------------------------
                         A member of citigroup [LOGO]

Cash Portfolio

Government Portfolio

Retirement Portfolio

Each an investment portfolio of Smith Barney Money Funds, Inc.

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 significantly affected the
funds' performance during their last fiscal year or period.


The funds send only one report to a household if more than one account has the
same address. Contact your Service Agent or the transfer agent if you do not
want this policy to apply to you.

Statement of additional information The statement of additional information
provides more detailed information about the 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 Service
Agent, by calling the applicable sub-transfer agent of the funds (PFS
Shareholder Services at 1-800-544-5445 or PFPC Global Fund Services at
1-800-451-2010), or by writing to the funds at Smith Barney Mutual Funds, Seven
World Trade Center, 39th floor, New York, New York 10048.


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

If someone makes a statement about the 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/Your Serious Money. Professionally Managed. is a service mark of Salomon
Smith Barney Inc.

(Investment Company Act file no. 811-02490)

FD 2322 4/01

<PAGE>

                                  PROSPECTUS


     --------------------------------------------------------------------
                                 SMITH BARNEY
                                     MONEY
                                  FUNDS, INC.
     --------------------------------------------------------------------
      Cash Portfolio
      Class Z Shares
      April 30, 2001

      The fund is a separate series of Smith Barney Money Funds, Inc., a
      Maryland corporation.

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

                             [LOGO]   Smith Barney
                                      Mutual Funds
                    Your Serious Money. Professionally Managed./SM/

     --------------------------------------------------------------------
  INVESTMENT PRODUCTS: NOT  FDIC  INSURED . NO  BANK  GUARANTEE . MAY  LOSE
                                     VALUE
     --------------------------------------------------------------------

<PAGE>

Smith Barney Money Funds, Inc.

  Contents


Investments, risks and performance.............  2

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

Buying, redeeming and exchanging Class Z shares  8

Dividends, distributions and taxes.............  9

Share price.................................... 10

Financial highlights........................... 11


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.

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 the fund will be able to maintain a stable net asset value of
$1.00 per share.


                                                       Smith Barney Mutual Funds

                                                                               1

<PAGE>

  Investments, risks and performance

Investment objectives
The fund seeks maximum current income and preservation of capital.

Principal investment strategies
Key investments
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 fund limits 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 unrated, of equivalent quality.

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

Selection process In selecting investments for the fund, 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


Smith Barney Money Funds, Inc.--Cash Portfolio

 2

<PAGE>

All investments involve some degree of risk. However, the 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 fund
Although the fund seeks to preserve the value of your investment at $1 per
share, it is possible to lose money by investing in the fund, or the fund could
underperform other short term debt instruments or money market funds if:

[_] Interest rates rise sharply.
[_] An issuer or guarantor of the fund's 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 fund's foreign securities may go down
because of unfavorable government actions or political instability.

Who may want to invest The fund 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


                                                       Smith Barney Mutual Funds

                                                                               3

<PAGE>

Risk return bar chart

The bar charts indicate the risks of investing in the fund by showing changes
in the fund's performance from year to year. Past performance does not
necessarily indicate how a fund will perform in the future. The bar chart shows
the performance of the fund's Class Z shares for the last six full calendar
years since inception on November 15, 1994.

                        Total Return for Class Z Shares

                                Cash Portfolio

                                    [CHART]

95   5.63%

96   5.06

97   5.33

98   5.29

99   4.91

00   6.17


Quarterly returns:

Highest: 1.59% in 3rd quarter 2000; Lowest: 1.13% in 2nd quarter 1999


Smith Barney Money Funds, Inc.--Cash Portfolio

 4

<PAGE>

Risk return table
The table indicates the risks of investing in the fund by comparing the average
annual total return of Class Z shares of the fund for the periods shown with
that of the 90 day Treasury bill. This table assumes redemption of shares at
the end of the period and reinvestment of distributions and dividends.

                         Average Annual Total Returns

                  Calendar Years Ended December 31, 2000

<TABLE>
<CAPTION>
Fund           1 year 5 years Since inception Inception Date

<S>            <C>    <C>     <C>             <C>
Cash Portfolio  6.17%   5.36%           5.40%       11/15/94

90 day T-bill   5.99%   5.18%           5.26%       *

</TABLE>


As of December 31, 2000, the 7-day yield for Cash Portfolio was 6.24%.


* Index comparison begins on November 15, 1994.


                                                       Smith Barney Mutual Funds

                                                                               5

<PAGE>

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

                        Annual fund operating expenses

<TABLE>
<CAPTION>
                                                        Cash
                 (expenses deducted from fund assets) Portfolio

                 <S>                                  <C>
                 Management fee                           0.38%

                 Distribution and service (12b-1) fee        --

                 Other expenses                             --%
                                                      ---------
                 Total annual fund operating expenses     0.38%
</TABLE>

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

[_] You invest $10,000 in the fund for the period shown
[_] Your investment has a 5% return each year
[_] You reinvest all distributions and dividends without a sales charge
[_] Redemption of all your shares at the end of the period
[_] The fund's operating expenses remain the same

                      Number of years you own your shares

<TABLE>
<CAPTION>
                                1 year 3 years 5 years 10 years

                 <S>            <C>    <C>     <C>     <C>
                 Cash Portfolio    $39    $122    $213     $480

</TABLE>


Smith Barney Money Funds, Inc.--Cash Portfolio

 6

<PAGE>

  Management


Manager The fund's investment manager is Smith Barney Fund Management LLC
(formerly known as SSB Citi Fund Management LLC), an affiliate of Salomon Smith
Barney Inc. The manager's address is Seven World Trade, Center New York,
New  York 10048. The manager selects the fund's investments and oversees
its  operations. The manager and Salomon Smith Barney are subsidiaries of
Citigroup Inc. Citigroup businesses produce a broad range of financial
services--asset   management, banking and consumer finance, credit and
charge cards, insurance,  investments, investment banking and trading--and
use diverse channels to make  them available to consumer and corporate
customers around the world.

Management 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 the fund's average daily net assets

<TABLE>
<CAPTION>
                              Fund

                              <S>            <C>
                              Cash Portfolio 0.38%

</TABLE>



Transfer agent and shareholder servicing agent Citi Fiduciary Trust Company
serves as the fund's transfer agent and shareholder servicing agent (the
"transfer agent"). The transfer agent has entered into sub-transfer agency and
services agreements with PFPC Global Fund Services to serve as the fund's
sub-transfer agent (the "sub-transfer agent"). The sub-transfer agent will
perform certain functions, including shareholder record keeping and accounting
services.


                                                     Smith Barney Mutual Funds

                                                                              7

<PAGE>

 Buying, redeeming and exchanging Class Z Shares

<TABLE>
<CAPTION>
<C>               <S>
        Through a You may buy, redeem or exchange Class Z shares only
   qualified plan through a "qualified plan." A qualified plan is a tax-
                  exempt employee benefit or retirement plan of Salo-
                  mon Smith Barney, Inc. or one of its affiliates.

                  There are no minimum investment requirements for
                  Class Z shares. However, the fund reserves the right to
                  change this policy at any time.

------------------------------------------------------------------------------
           Buying Orders to buy Class Z shares must be made in accord-
                  ance 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 funds) for payment until settle-
                  ment date. The fund reserves the right to reject any
                  order to buy shares and to suspend the offering of
                  shares for a period of time.

------------------------------------------------------------------------------
        Redeeming 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.

------------------------------------------------------------------------------
Other information The fund has the right to:
                  [_]Suspend the offering of shares
                  [_]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 Secur-
                     ities and Exchange Commission
                  [_]Reject any purchase or exchange order
                  [_]Change, revoke or suspend the exchange privilege
</TABLE>


Smith Barney Money Funds, Inc.--Cash Portfolio

 8

<PAGE>

  Dividends, distributions and taxes

Dividends The fund generally makes capital gain distributions, if any, once a
year, typically in December. The fund may pay additional distributions and
dividends at other times if necessary for the fund to avoid a federal tax.
Capital gain distributions and dividends are reinvested in additional Class Z
shares. The fund expects distributions to be primarily from income. A sales
charge is paid on reinvested distributions or dividends.

Taxes In general, redeeming Class Z shares, exchanging Class Z shares and
receiving distributions or dividends (whether in cash or additional Class Z
shares) are all non-taxable events with respect to a qualified plan for
purposes of federal income taxation.

The 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 paid during the previous year. If you do not
provide your qualified plan with your correct taxpayer identification number
and any required certifications, you may be subject to back-up withholding of
31% of your distributions, dividends, and redemption proceeds.

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 fund.


                                                     Smith Barney Mutual Funds

                                                                             9

<PAGE>

  Share price

Qualified plans may buy, exchange or redeem Class Z shares of the fund at the
net asset value next determined after receipt of your request in good order.
The fund's net asset value is the value of its assets minus its liabilities.
Net asset value is calculated separately for each class of shares. The fund
calculates 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
Statement of Additional Information (SAI).

The 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>
                                                         Purchase is effective and
Form of purchase payment                             Dividends begin

<S>                                         C>                <C>
[_]Payment in federal funds                         If received before At noon, Eastern
                                                    noon, Eastern      time, on that day
                                                    time:
[_]Having a sufficient cash balance in your         If received after  At noon the next
   account with Salomon Smith Barney or a           noon:              business day
   selling group member

----------------------------------------------------------------------------------------
[_]Other forms of payment, with conversion          At noon on the next business day
   into, or advance of, federal funds by Salomon
   Smith 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 fund's agent before the agent's close of business.


Smith Barney Money Funds, Inc.--Cash Portfolio

10

<PAGE>

  Financial highlights


The financial highlights tables are intended to help you understand the
performance of the 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 auditors, whose
report, along with the fund's financial statements, is 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>
                                    2000    1999    1998    1997    1996

--------------------------------------------------------------------------
<S>                                <C>     <C>     <C>     <C>     <C>
Net asset value, beginning of year $1.00   $1.00   $1.00   $1.00   $1.00

--------------------------------------------------------------------------
Income from operations:
 Net investment income              0.060   0.048   0.052   0.052   0.051

--------------------------------------------------------------------------
Total income from operations        0.060   0.048   0.052   0.052   0.051

--------------------------------------------------------------------------
Less distributions from:
 Net investment income             (0.060) (0.048) (0.052) (0.052) (0.051)

--------------------------------------------------------------------------
Total distributions                (0.060) (0.048) (0.052) (0.052) (0.051)

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

--------------------------------------------------------------------------
Total return                        6.17%   4.91%   5.29%   5.33%   5.06%

--------------------------------------------------------------------------
Net assets, end of year (millions)  $177    $128      $2      $6      $6

--------------------------------------------------------------------------
Ratios to average net assets:
 Expenses                           0.38%   0.41%   0.43%   0.44%   0.53%
 Net investment income              6.02    4.86    5.21    5.21    4.96

--------------------------------------------------------------------------
</TABLE>




                                                    Smith Barney Mutual Funds

                                                                             11

<PAGE>

                   (This page is intentionally left blank.)

<PAGE>


[LOGO]  Smith Barney

        Mutual Funds

        Your Serious Money. Professionally Managed./sm/

Cash Portfolio

An investment portfolio of Smith Barney Money Funds, Inc.


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

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


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

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

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

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


Your Serious Money. Professionally Managed. is a service mark of Salomon Smith
Barney Inc.

(Investment Company Act file no. 811-02490)

FD 0669 4/01


<PAGE>

                                  PROSPECTUS


     --------------------------------------------------------------------
                                 SMITH BARNEY
                                     MONEY
                                  FUNDS, INC.
     --------------------------------------------------------------------


      Cash Portfolio


      Class A Shares
      April 30, 2001


      The fund is a separate series of Smith Barney Money Funds, Inc., a
      Maryland corporation.

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

                             [LOGO]   Smith Barney
                                      Mutual Funds
                    Your Serious Money. Professionally Managed./SM/

     --------------------------------------------------------------------
  INVESTMENT PRODUCTS: NOT  FDIC  INSURED . NO  BANK  GUARANTEE . MAY  LOSE
                                     VALUE
     --------------------------------------------------------------------

<PAGE>


Smith Barney Money Funds, Inc.

 Contents
<TABLE>
<CAPTION>
                     <S>                                <C>
                     Investments, risks and performance  2

                     Management........................  6

                     Class A shares....................  7

                     Deferred sales charges............  9

                     Buying shares..................... 10

                     Exchanging shares................. 11

                     Redeeming shares.................. 12

                     Other things to know
                     about share transactions.......... 15

                     Dividends, distributions and taxes 17

                     Share price....................... 18

                     Financial highlights.............. 19
</TABLE>


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

                                                                               1


                                                      Smith Barney Mutual Funds
<PAGE>

  Investments, risks and performance

Investment objectives

The fund seeks maximum current income and preservation of capital.

Principal investment strategies
Key investments



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 fund limits 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 unrated, of equivalent quality.


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


Selection process In selecting investments for the fund, 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


All investments involve some degree of risk. However, the fund is a "money
market fund" and, as such, seeks income by investing in short-term debt


Smith Barney Money Funds, Inc.

 2

<PAGE>

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 fund

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

[_] Interest rates rise sharply

[_] An issuer or guarantor of the fund's 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 fund's foreign securities may go down
because of unfavorable government actions or political instability.


Who may want to invest The fund 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


                                                       Smith Barney Mutual Funds

                                                                               3

<PAGE>


Risk return bar chart

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


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

                        Total Return for Class A Shares

                                Cash Portfolio

                                    [CHART]

91   5.66

92   3.31

93   2.63

94   3.73

95   5.53

96   4.98

97   5.12

98   5.07

99   4.73

00   5.98
Quarterly returns:
Highest: 1.61% in 1st quarter 1991; Lowest: 0.64% in 2nd quarter 1993


Risk return table

The table indicates the risks of investing in the fund by comparing the average
annual total return of Class A shares of the fund for the periods shown with
that of the 90 day Treasury bill. This table assumes redemption of shares at
the end of the period and reinvestment of distributions and dividends.

                         Average Annual Total Returns
                    Calendar years ended December 31, 2000
<TABLE>
<CAPTION>

Fund          1 year 5 years 10 years Since Inception Inception Date

<S>           <C>    <C>     <C>      <C>             <C>
Cash Portfolio

Class A        5.98%   5.17%    4.67%             N/A       5/28/74

90 day T-bill  5.99%   5.18%    4.78%             N/A            (1)

</TABLE>


/(1)/ Index comparison begins on December 31, 1990.


7 day yield as of December 31, 2000:
Class A: 6.08%



Smith Barney Money Funds, Inc.

 4

<PAGE>

Fee table

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

                               Shareholder fees

<TABLE>
<CAPTION>
                                                                   Cash Portfolio
(fees paid directly from your investment)                        Class A

<S>                                                            <C>
Maximum sales charge (load) imposed on purchases
(as a % of offering price)                                          None

Maximum deferred sales charge (load)
(as a % of the lower of net asset value at purchase or redemption)      None/(1)/

</TABLE>

                        Annual fund operating expenses

<TABLE>
<CAPTION>
                                                      Cash Portfolio
            (expenses deducted from fund assets)         Class A

            <S>                                       <C>
            Management fee                                     0.38%

            Distribution and service (12b-1) fee               0.10

            Other expenses                                     0.09
                                                               ----

            Total annual fund operating expenses/(2)/          0.57%

</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 fund.
/(2)/ The manager has voluntarily agreed to limit total annual fund operating
    expenses to 0.70% of the fund's average daily net assets. The manager may
    change or eliminate these expense limits at any time on fourteen days prior
    notice to shareholders.

Example

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

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

[_] The fund's operating expenses remain the same

                      Number of years you own your shares

<TABLE>
<CAPTION>
                                1 year 3 years 5 years 10 years

                 <S>            <C>    <C>     <C>     <C>
                 Cash Portfolio

                   Class A         $58    $183    $318     $714

</TABLE>


                                                     Smith Barney Mutual Funds

                                                                             5

<PAGE>

  Management


Manager The fund's investment manager is Smith Barney Fund Management LLC
(formerly known as SSB Citi Fund Management LLC), an affiliate of Salomon Smith
Barney Inc. The manager's address is Seven World Trade Center, New York, New
York 10048. The manager selects the fund's 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:

<TABLE>
<CAPTION>
                               Management fee as a percentage of
               Fund           the fund's average daily net assets

               <S>            <C>
               Cash Portfolio                               0.38%

</TABLE>


Distribution plan The fund has adopted a Rule 12b-1 distribution plan for its
Class A shares. Under the 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.

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


Transfer agent and shareholder servicing agent Citi Fiduciary Trust Company
serves as the fund's transfer agent and shareholder servicing agent (the
"transfer agent"). The transfer agent has entered into sub-transfer agency and
services agreements with PFPC Global Fund Services and PFS Shareholder
Services, respectively to serve as the fund's sub-transfer agents (the
"sub-transfer agents"). The sub-transfer agents will perform certain functions
including shareholder recordkeeping and accounting services.


Smith Barney Money Funds, Inc.

 6

<PAGE>


  Class A shares



The fund offers only one class of shares (Class A shares) for initial
purchases.

You may buy shares from:

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

[_] The fund, but only if you are investing through certain qualified plans or
    Service Agents


You should contact your Service Agent for further information.


Investment minimums--Minimum initial and additional investment amounts vary
depending on the class of shares you buy and the nature of your investment
account.

<TABLE>
<CAPTION>
                                                   Initial Additional

                                                        Class A

<S>                                                <C>     <C>
General                                            $1,000     $50

IRAs, Self Employed Retirement Plans, Uniform Gift
to Minor Accounts                                   $250      $50

Qualified Retirement Plans*                          $25      $25

PFS Shareholder Services offers Monthly Systematic
Investment Plans                                     $25      $25

</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.



                                                     Smith Barney Mutual Funds

                                                                             7

<PAGE>

<TABLE>
<CAPTION>
                                Class A

<S>                        <C>
                           Cash Portfolio
Initial sales charge/(1)/  None

--------------------------------------------
Deferred sales charge/(2)/ None

--------------------------------------------
Annual service fees        0.10% of
                           average daily
                           net assets

--------------------------------------------
Exchange privilege/(3)/    Class A shares of
                           most Smith
                           Barney funds

--------------------------------------------
</TABLE>



/(1)/ Initial sales charges may apply if you exchange shares of the fund 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 fund.
/(3)/ Ask your Service Agent for the Smith Barney funds available for exchange.


Smith Barney Money Funds, Inc.

 8

<PAGE>


  Deferred sales charges


If Class A shares of the Cash 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
fund's shares may be subject to a deferred sales charge of 1.00%.

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

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

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

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


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

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


                                                     Smith Barney Mutual Funds

                                                                             9

<PAGE>

  Buying shares

<TABLE>
<CAPTION>
  <C>               <S>
  Through a Service You should contact your Service Agent to open a bro-
              Agent kerage account and make arrangements to buy shares.

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

                    [_]Specific fund being bought
                    [_]Class of shares being bought
                    [_]Dollar amount or number of shares being bought

                    Your Service Agent may charge an annual account
                    maintenance fee.

  ---------------------------------------------------------------------------
   Through the fund Qualified retirement plans and certain other investors
                    who are clients of certain Service Agents are eligible to
                    buy shares directly from the fund.

                    [_]Write the fund at the following address:
                       Smith Barney Money Funds, Inc.
                       Cash Portfolio, Class A shares
                       c/o PFPC Global Fund Services
                       P.O. Box 9699
                       Providence, RI 02940-9699

                    [_]Enclose a check to pay for the shares. For initial
                       purchases, complete and send an account
                       application.
                    [_]For more information, call the transfer agent at
                       1-800-451-2010.

  ---------------------------------------------------------------------------
          Through a You may authorize your Service Agent or a sub-transfer
         systematic agent to transfer funds automatically from (i) a regular
    investment plan bank account, (ii) cash held in a brokerage account
                    opened with a Service Agent or (iii) certain money
                    market funds, in order to buy shares on a 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, your Service Agent or the sub-
                       transfer agent may charge you a fee.
</TABLE>

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


Smith Barney Money Funds, Inc.

10

<PAGE>

  Exchanging shares

<TABLE>
<CAPTION>
<C>                  <S>
 Smith Barney offers You should contact your Service Agent to exchange
a distinctive family into other Smith Barney mutual funds. Be sure to read
of funds tailored to the prospectus of the Smith Barney fund you are ex-
       help meet the changing into. An exchange is a taxable transaction.
    varying needs of
      both large and [_]You may exchange shares only for shares of the
     small investors    same class of another Smith Barney mutual fund.
                        Not all Smith Barney funds offer all classes.
                     [_]Not all Smith Barney funds may be offered in your
                        state of residence. Contact your Service Agent or
                        the transfer agent for further information.
                     [_]You must meet the minimum investment amount
                        for the fund.
                     [_]If you hold share certificates, the applicable sub-
                        transfer agent must receive the certificates endorsed
                        for transfer or with signed stock powers (documents
                        transferring ownership of certificates) before the
                        exchange is effective.
                     [_]The fund may suspend or terminate your exchange
                        privilege if you engage in an excessive pattern of
                        exchanges.

------------------------------------------------------------------------------
       Sales charges Your shares may be subject to an initial sales charge at
                     the time of the exchange. For more information, con-
                     tact your Service Agent or the transfer agent.

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

-------------------------------------------------------------------------------
        By telephone If you do not have a brokerage account with a Service
                     Agent, you may be eligible to exchange shares through
                     the fund. You must complete an authorization form to
                     authorize telephone transfers. If eligible, you may
                     make telephone exchanges on any day the New York
                     Stock Exchange is open. For clients of a PFS Invest-
                     ments Registered Representative, call PFS Shareholder
                     Services at 1-800-544-5445 between 8:00 a.m. and 8:00
                     p.m. (Eastern time). All other shareholders should call
                     the transfer agent at 1-800-451-2010 between 9:00 a.m.
                     and 4:00 p.m. (Eastern time).

                     You can make telephone exchanges only between ac-
                     counts that have identical registrations.
</TABLE>


                                                     Smith Barney Mutual Funds

                                                                            11

<PAGE>



By mail If you do not have a brokerage account, contact your
        Service Agent or write to the applicable sub-transfer
        agent at the address below or on the following page.

  Redeeming shares

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

          If you hold share certificates, the applicable sub-
          transfer agent must receive the certificates endorsed
          for transfer or with signed stock powers before the re-
          demption 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 brokerage account with a Service Agent,
          your redemption proceeds will be placed in your ac-
          count and not reinvested without your specific in-
          struction. In other cases, unless you direct otherwise,
          your redemption proceeds will be paid by check
          mailed to your address of record.

------------------------------------------------------------------
  By mail For accounts held directly at the fund, send written re-
          quests to the fund at the applicable address:

          For clients of a PFS Investments Registered Representa-
          tive, write PFS Shareholder Services at the following
          address:
             PFS Shareholder Services
             P.O. Box 105033
             Atlanta, GA 30348-5033
</TABLE>


Smith Barney Money Funds, Inc.

12

<PAGE>

<TABLE>
<CAPTION>
     <C>          <S>
                  For all other investors, send your request to PFPC
                  Global Fund Services at the following address:
                     Smith Barney Money Funds, Inc.
                     (Specify Portfolio and Class of Shares)
                     c/o PFPC Global Fund Services
                     P.O. Box 9699
                     Providence, RI 02940-9699

                  Your written request must provide the following:

                  [_]The name of the fund and account number
                  [_]The class of shares and the dollar amount or num-
                     ber of shares to be redeemed
                  [_]Signatures of each owner exactly as the account is
                     registered

     ---------------------------------------------------------------------
     By telephone If you do not have a brokerage account with a Service
                  Agent, you may be eligible to redeem shares (except
                  those held in retirement plans) in amounts up to
                  $50,000 per day through the fund. You must complete
                  an authorization form to authorize telephone re-
                  demptions. If eligible, you may request redemptions by
                  telephone on any day the New York Stock Exchange is
                  open. For clients of a PFS Investments Registered Rep-
                  resentative, call PFS Shareholder Services at 1-800-544-
                  5445 between 8:00 a.m. and 8:00 p.m. (Eastern time).
                  All other shareholders should call the transfer agent at
                  1-800-451-2010 between 9:00 a.m. and 4:00 p.m.
                  (Eastern time).

                  Your redemption proceeds can be sent by check to
                  your address of record or by wire or electronic transfer
                  (ACH) to a bank account designated on your
                  authorization form. You must submit a new
                  authorization form to change the bank account
                  designated to receive wire or electronic transfers and
                  you may be asked to provide certain other documents.
                  The sub-transfer agents may charge a fee on electronic
                  transfer (ACH) or wire.

</TABLE>


                                                    Smith Barney Mutual Funds

                                                                            13

<PAGE>

<TABLE>
<CAPTION>
  <C>              <S>
    Automatic cash You can arrange for the automatic redemption of a
  withdrawal plans portion of your shares on a monthly or quarterly basis.
                   To qualify you must own shares of the fund with a
                   vaule of at least $10,000 ($5,000 for retirement plan
                   accounts) and each automatic redemption must be at
                   least $50. If your shares are subject to a deferred sales
                   charge, the sales charge will be waived if your auto-
                   matic payments do not exceed 1% per month of the
                   value of your shares subject to a deferred sales charge.

                   The following conditions apply:

                   [_]Your shares must not be represented by certificates
                   [_]All dividends and distributions must be reinvested

                   For more information, contact your Service Agent or consult
                   the SAI.
</TABLE>


Smith Barney Money Funds, Inc.

14

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


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

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

[_] Are redeeming over $50,000
[_] Are sending signed share certificates or stock powers to the applicable
    sub-transfer agent
[_] Instruct a sub-transfer agent to mail the check to an address different
    from the one on your account
[_] Changed your account registration
[_] Want the check paid to someone other than the account owner(s)
[_] Are transferring the redemption proceeds to an account with a different
    registration

You can obtain a signature guarantee from most banks, dealers, brokers, credit
unions and federal savings and loan institutions, but not from a notary public.


The fund has the right to:

[_] Suspend the offering of shares
[_] Waive or change minimum and additional investment amounts

                                                                            15


                                                      Smith Barney Mutual Funds

<PAGE>

[_] 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 ($250 for IRA accounts)
because of a redemption of fund shares, the fund may ask you to bring your
account up to the applicable minimum investment amount. If you choose not to do
so within 60 days, the fund may close your account and send you the redemption
proceeds.

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


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


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


Smith Barney Money Funds, Inc.

16

<PAGE>

  Dividends, distributions and taxes


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


Taxes In general, receiving distributions (whether in cash or additional
shares) is a taxable event.

<TABLE>
<CAPTION>
    Transaction                           Federal tax status

    <S>                                   <C>
    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

</TABLE>


The 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 fund.

                                                                            17


                                                     Smith Barney Mutual Funds

<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. The fund's net asset value is the value of its assets minus its
liabilities. Net asset value is calculated separately for each class of shares.
The fund calculates its net asset value at noon, Eastern time, every day the
New York Stock Exchange is open. The Exchange is closed on certain holidays
listed in the SAI.


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

<TABLE>
<CAPTION>
                                                 Purchase is effective
Form of purchase payment                          and Dividends begin

<S>                                    <C>                     <C>
 .Payment in federal funds              If received before      At noon, Eastern
 .Having a sufficient cash balance in   noon, Eastern time:     time, on that day
 your account with a Service Agent
                                       If received after noon: At noon the next
                                                               business day

--------------------------------------------------------------------------------
 .Other forms of payment, with con-     At noon on the next business day
 version into, or advance of, federal
 funds by a Service Agent
 .Other forms of payment received by
 the transfer agent

--------------------------------------------------------------------------------
</TABLE>


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


Smith Barney Money Funds, Inc.

18

<PAGE>

  Financial highlights


The financial highlights tables are intended to help you understand the
performance of the fund's Class A 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 the fund
share assuming reinvestment of all dividends and distributions. The information
in the following tables was audited by KPMG LLP, independent auditors, whose
report, along with the fund's financial statements, is included in the annual
report (available upon request).

Cash Portfolio

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

<TABLE>
<CAPTION>
                                       2000    1999    1998    1997    1996

   --------------------------------------------------------------------------
   <S>                                <C>     <C>     <C>     <C>     <C>
   Net asset value, beginning of year  $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00

   --------------------------------------------------------------------------
   Income from operations:
    Net investment income               0.058   0.046   0.050   0.050   0.050

   --------------------------------------------------------------------------
   Total income from operations         0.058   0.046   0.050   0.050   0.050

   --------------------------------------------------------------------------
   Less distributions from:
    Net investment income             (0.058) (0.046) (0.050) (0.050) (0.050)

   --------------------------------------------------------------------------
   Total distributions                (0.058) (0.046) (0.050) (0.050) (0.050)

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

   --------------------------------------------------------------------------
   Total return                         5.98%   4.73%   5.07%   5.12%   4.98%

   --------------------------------------------------------------------------
   Net assets, end of year (billions)     $55     $45     $40     $31     $27

   --------------------------------------------------------------------------
   Ratios to average net assets:
    Expenses                            0.57%   0.62%   0.63%   0.64%   0.62%
    Net investment income                5.84    4.63    4.95    5.01    4.87

   --------------------------------------------------------------------------
</TABLE>



                                                       Smith Barney Mutual Funds

                                                                              19

<PAGE>




[LOGO]  Smith Barney

        Mutual Funds

        Your Serious Money. Professionally Managed./SM/

Cash Portfolio



An investment portfolio of Smith Barney Money Funds, Inc.


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


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


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


You can make inquiries about the fund or obtain shareholder reports or the
statement of additional information (without charge) by contacting your Service
Agent, by calling the applicable sub-transfer agent of the fund (PFS
Shareholder Services at 1-800-544-5445 or PFPC Global Fund Services at
1-800-451-2010), or by writing to the fund at Smith Barney Mutual Funds, Seven
World Trade Center, 39th floor, New York, New York 10048.


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


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

/SM/Your Serious Money. Professionally Managed. is a service mark of Salomon
Smith Barney Inc.

(Investment Company Act file no. 811-02490)

SB-1E(A) 4/01

16486


Part B:	Statement of Additional Information

April 30, 2001

STATEMENT OF ADDITIONAL INFORMATION

SMITH BARNEY MONEY FUNDS, INC.
   Seven World Trade Center
New York, New York 10048
(800) 451-2010

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 April 30, 2001 Prospectus
applicable to your class of shares and therefore should be read in
conjunction with such Prospectus.  The Prospectus may be obtained
from your Salomon Smith Barney Financial Consultant, a PFS
Investments Inc. Registered Representative, a broker/dealer,
financial intermediary or a financial institution (each called a
"Service Agent") or by writing or calling the Company at the address
or phone number set forth above.

CONTENTS

Directors and Executive Officers		2
Investment Objectives and Management Policies		4
Risk Factors		7
Investment Restrictions and Fundamental Policies		8
Computation of Yield		9
Valuation of Shares and Amortized Cost Valuation		10
IRA and Other Prototype Retirement Plans		10
Purchase of Shares		11
Redemption of Shares		13
PFS Accounts		15
Exchange Privilege		16
Taxes		17
Investment Management and Other Services		18
Additional Information about the Funds		20
Voting Rights		20
Other Information		22
Financial Statements		23
Appendix A - Securities Ratings		A-1

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. Each
Director who is an "interested person" of the Company, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), is
indicated by an asterisk.

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

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

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

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

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

PAUL HARDIN, Director
Professor of Law and Chancellor Emeritus at University of North
Carolina at Chapel Hill. Director/Trustee of 13 investment companies
associated with Citigroup. Formerly, Director of The Summit
Bancorporation and formerly, Chancellor of the University of North
Carolina at Chapel Hill;  His address is 12083 Morehead, Chapel
Hill, North Carolina 27514; Age 69.

*HEATH B. McLENDON, Chairman of the Board, President and Chief
Executive Officer
Managing Director of Salomon Smith Barney; Chairman, Co-Chairman,
President and/or Trustee/Director of the Board of 77 investment
companies associated with Citigroup. Director and President of Smith
Barney Fund Management LLC ("SBFM" or the "Manager") (formerly known
as SSB Citi Fund Management LLC) and Travelers Investment Advisers,
Inc. ("TIA").  His address is 7 World Trade Center, New York, New
York 10048; Age 67.

RODERICK C. RASMUSSEN, Director
Investment Counselor; Director/Trustee of 11 investment companies
associated with Citigroup. Formerly Vice President of Dresdner and
Company Inc. (investment counselors); His address is 9 Cadence
Court, Morristown, New Jersey 07960; Age 74.



JOHN P. TOOLAN, Director
Retired; Director/Trustee of 11 investment companies associated with
Citigroup. Trustee of John Hancock Funds; Formerly, Director and
Chairman of Smith Barney Trust Company, Director of Smith Barney
Holdings Inc. and various subsidiaries; Formerly, Senior Executive
Vice President, Director and Member of the Executive Committee of
Smith Barney; His address is 13 Chadwell Place, Morristown, New
Jersey 07960; Age 70.

LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Salomon Smith Barney;  Senior Vice President or
Executive Vice President and Treasurer of 83 investment companies
associated with Citigroup;  Director and Senior Vice President of
the Manager and TIA; Age 43.

PHYLLIS M. ZAHORODNY, Vice President and Investment Officer
Managing Director of Salomon Smith Barney; Vice President and/or
Investment Officer of certain other investment companies associated
with Citigroup; Age 43.

MARTIN R. HANLEY, Vice President and Investment Officer
Director of Salomon Smith Barney; Vice President and/or Investment
Officer of certain other investment companies associated with
Citigroup; Age 35.

IRVING DAVID, Controller
Vice President of Salomon Smith Barney and the Manager; Controller
or Assistant Treasurer of 42 investment companies associated with
Citigroup; Age 40.

CHRISTINA T. SYDOR, Secretary
Managing Director of Salomon Smith Barney; Secretary of 60
investment companies associated with Citigroup; Secretary and
General Counsel of the Manager and TIA; Age 50.

The business address of each of the officers of the Company listed
above is Seven World Trade Center, New York, New York 10048 or 125
Broad Street, New York, New York 10004 unless otherwise noted. Such
persons are compensated by Salomon Smith Barney Inc. ("Salomon Smith
Barney") and are not separately compensated by the Company.  On
April 6, 2001, 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.  Fees for directors who are not "interested
persons" of the Company and who are directors of a group of funds
sponsored by Salomon Smith Barney are set at $60,000 per annum and
are allocated based on relative net assets of each fund in the group
plus a per meeting fee of $2,500 with respect to in-person meetings.
 In addition, these directors received $100 per fund for each
telephone meeting plus travel and out-of-pocket expenses incurred in
connection with board meetings.  The board meeting fees and out-of-
pocket expenses are borne proportionately by each individual fund or
portfolio in the group. During the fiscal year ended December 31,
2000 such expenses totaled $10,128.  Officers and interested
directors of the Company are compensated by Salomon Smith Barney.


COMPENSATION TABLE





Name of
Director


Aggregate
Compensation
from the Fund

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

Total
Compensation
from Fund
and Fund
Complex
Total Number
of Funds for
Which Director
Serves within
Fund Complex

Lee Abraham
$32,789
$0
$72,800
11
Allan J.
Bloostein
23,009
0
109,500
18
Jane Dasher
32,889
0
75,000
11
Donald R. Foley*
32,889
0
74,900
11
Richard E.
Hanson, Jr.
32,889
0
74,800
11
Paul Hardin
32,889
0
93,150
13
Heath B.
McLendon+
0
0
0
77
Roderick C.
Rasmussen*
32,889
0
74,900
11
John P. Toolan*
32,889
0
74,900
11



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

*	Pursuant to the Company's deferred compensation plan, the
indicated directors have elected to defer the following amounts
of their compensation from the Company:  Donald R Foley: $11,866,
Roderick C. Rasmussen: $14,832 and John P. Toolan: $32,889, and
the following amounts of their total compensation from the Fund
Complex: Donald R. Foley: $24,000, Roderick C. Rasmussen:$30,000
and John P. Toolan: $74,900.

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 $16,445.


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 1940 Act.  Each fund's investment manager is SBFM.

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 Securities and Exchange Commission ("SEC") are Standard
& Poor's Ratings Group ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Inc.

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 agreements with respect to U.S. government securities and
may engage in repurchase agreement transactions on portfolio
securities, in each case with banks which are the issuers of
instruments acceptable for purchase by the funds and with certain
dealers on the Federal Reserve Bank of New York's list of reporting
dealers. The funds may agree to purchase securities from a bank or
recognized securities dealer and simultaneously commit to resell the
securities to the bank or dealer at an agreed-upon date and price
reflecting a market rate of interest unrelated to the coupon rate or
maturity of the purchased securities ("repurchase agreements").  The
funds would maintain custody of the underlying securities prior to
their repurchase; thus, the obligation of the bank or dealer to pay
the repurchase price on the date agreed to would be, in effect,
secured by such securities.  If the value of such securities were
less than the repurchase price, plus interest, the other party to
the agreement would be required to provide additional collateral so
that at all times the collateral is at least 102% of the repurchase
price plus accrued interest.  Default by or bankruptcy of a seller
would expose the fund to possible loss because of adverse market
action, expenses and/or delays in connection with the disposition of
the underlying obligations.  The financial institutions with which
the fund may enter into repurchase agreements will be banks and non-
bank dealers of U.S. Government securities listed on the Federal
Reserve Bank of New York's list of reporting dealers, if such banks
and non-bank dealers are deemed creditworthy by the funds' portfolio
manager.  The portfolio manager will continue to monitor
creditworthiness of the seller under a repurchase agreement, and
will require the seller to maintain during the term of the agreement
the value of the securities subject to the agreement to equal at
least 102% of the repurchase price (including accrued interest).  In
addition, the portfolio manager will require that the value of this
collateral, after transaction costs (including loss of interest)
reasonably expected to be incurred on a default, be equal to 102% or
greater than the repurchase price (including accrued premium)
provided in the repurchase agreement or the daily amortization of
the difference between the purchase price and the repurchase price
specified in the repurchase agreement.  The portfolio manager will
mark-to-market daily the value of the securities.  Repurchase
agreements are considered to be loans by the fund under the 1940
Act.

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
33 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.


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 includes 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), 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, 2000, the yield for the
Cash Portfolio was 6.08% (the effective yield was 6.26%) for Class
A shares, 6.09% (the effective yield was 6.27%) for Class L shares,
and 6.24% (the effective yield was 6.43%) for Class Y shares, with
an average dollar-weighted portfolio maturity of 47 days; the yield
for the Government Portfolio was 5.95% (the effective yield was
6.12%) for the Class A shares, 5.95% (the effective yield was 6.13%)
for Class L shares and 6.09% (the effective yield was 6.27%) for the
Class Y shares with an average dollar-weighted maturity of 43 days;
and the yield for the Retirement Portfolio was 5.99% (the effective
yield was 6.17%) with an average dollar-weighted portfolio maturity
of 42 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 and Amortized Cost
Valuation.") 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 NYSE 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 Day
and Christmas Day 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 when AGI is above $60,000
($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 after $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
$25,500) of each participant's compensation.  Compensation is capped
at $170,000 for 1999.

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
and its subsidiaries, including Salomon Smith Barney, and Directors
or Trustees of any Citigroup-affiliated funds, including the Smith
Barney Mutual Funds, and their spouses and children.  The 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 Allocation Series Inc., for which
there is no minimum purchase amount) and the minimum subsequent
investment is $50.  In addition, Class Z shares of the Cash
Portfolio, 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-Salomon Smith Barney Retirement Programs")
opened prior to June 21, 1996, either directly or as part of an
exchange privilege transaction with certain other funds distributed
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 Service
Agent.  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 PFPC Global Fund
Services ("PFPC" or the "sub-transfer agent" with regard to Salmon
Smith Barney accounts), 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.

Salomon Smith Barney Retirement Programs. You may be eligible to
participate in a retirement program sponsored by Salomon Smith
Barney or one of its affiliates. The Cash Portfolio and Government
Portfolio each offers Class A and Class L shares at net asset value
to participating plans under the programs. You can meet minimum
investment and exchange amounts, if any, by combining the plan's
investments in any of the Smith Barney mutual 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 and/or the date your account is opened. Once a class of
shares is chosen, all additional purchases must be of the same
class.

For plans opened on or after March 1, 2000 that are not plans for
which Paychex Inc. or an affiliate provides administrative services
(a "Paychex plan"), Class A shares may be purchased regardless of
the amount invested.

For plans opened prior to March 1, 2000 and for Paychex plans, the
class of shares you may purchase depends on the amount of your
initial investment:

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

Class L Shares.  Class L shares may be purchased by plans investing
less than $1 million.  Class L shares are eligible to exchange into
Class A shares not later than 8 years after the plan joined the
program. They are eligible for exchange in the following
circumstances:

If the plan 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
money market funds), all Class L shares are eligible for exchange
after the plan is in the program 5 years.

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

For more information, call your Service Agent or the transfer agent.

Retirement Programs Opened On or After June 21, 1996.  If, at the
end of the fifth year after the date the participating plan enrolled
in the Smith Barney 401(k) Program or ExecChoiceTM Program, a
participating plan's total Class L holdings in all non-money market
Smith Barney Mutual Funds equal at least $1,000,000, the
participating plan will be offered the opportunity to exchange all
of its Class L shares for Class A shares of the fund. (For
participating plans that were originally established through a
Salomon Smith Barney retail brokerage account, the five-year period
will be calculated from the date the retail brokerage account was
opened.) Such participating plans will be notified of the pending
exchange in writing within 30 days after the fifth anniversary of
the enrollment date and, unless the exchange offer has been rejected
in writing, the exchange will occur on or about the 90th day after
the fifth anniversary date. If the participating plan does not
qualify for the five-year exchange to Class A shares, a review of
the participating plan's holdings will be performed each quarter
until either the participating plan qualifies or the end of the
eighth year.

Retirement Programs Opened Prior to June 21, 1996.   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 fund. 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 in the Smith Barney 401(k) or ExecChoiceTM
Program, whether opened before or after June 21, 1996, 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 fund regardless of asset size, at the end
of the eighth year after the date the participating plan enrolled in
the Smith Barney 401(k) or ExecChoiceTM Program. Such 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, but instead may acquire Class A shares of the same fund.
Any Class L shares not converted will continue to be subject to the
distribution fee.

Participating plans wishing to acquire shares of the fund through
the Smith Barney 401(k) Program or the Smith Barney ExecChoiceTM
Program must purchase such shares directly from the transfer agent.
For further information regarding these Programs, investors should
contact a Service Agent.

Letter of Intent - Class Y Shares.  A Letter of Intent may be used
as a way for investors to meet the minimum investment requirement
for Class Y shares.  Such investors must make an initial minimum
purchase of $5,000,000 in Class Y shares of the Fund and agree to
purchase a total of $15,000,000 of Class Y Shares of the Fund within
13 months from the date of the Letter.  If a total investment of
$15,000,000 is not made within the 13-month period, all Class Y
shares purchased during such period will be transferred to Class A
shares, where they will be subject to all fees (including a service
fee of 0.25%) and expenses applicable to the Fund's Class A shares,
which may include a deferred sales charge of 1.00%. Please contact
a Service Agent, or Citi Fiduciary Trust Company (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 and
Amortized Cost Valuation."  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 Service
Agent or for PFS accounts through PFS Shareholders Services
("PFSSS"), through whom the shares were purchased, except that
shareholders who purchased shares of the fund from PFPC or PFSSS may
also redeem shares directly through PFPC or PFSSS.  A shareholder
desiring to redeem shares represented by certificates also must
present the certificates to a Service Agent, or PFPC or PFSSS
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 PFPC or PFSSS 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 Service Agent
may take advantage of special redemption procedures under which
Class A shares of the fund will be redeemed automatically to the
extent necessary to satisfy debit balances arising in the
shareholder's account with a Service Agent. One example of how an
automatic redemption may occur involves the purchase of securities.
 If a shareholder purchases securities but does not pay for them by
the settlement date, the number of fund shares necessary to cover
the debit will be redeemed automatically as of the settlement date,
which usually occurs three business days after the trade date.
Class A shares that are subject to a deferred sales charge (see
"Redemption of Shares - 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 Service Agent may be
margined to satisfy debit balances if sufficient fund shares that
are not subject to any applicable deferred sales charge are
unavailable.  No fee is currently charged with respect to these
automatic transactions.  Shareholders not wishing to participate in
these arrangements should notify their Service Agent.

A written redemption request must (a) state the class and number or
dollar amount of shares to be redeemed, (b) identify the
shareholder's account number and (c) be signed by each registered
owner exactly as the shares are registered.  If the shares to be
redeemed were issued in certificate form, the certificates must be
endorsed for transfer (or be accompanied by an endorsed stock power)
and must be submitted to PFPC or PFSSS together with the redemption
request.  Any signature appearing on a written redemption request in
excess of $50,000, 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 $50,000 or less
do not require a signature guarantee unless more than one such
redemption request is made in any 10-day period.  Redemption
proceeds will be mailed to an investor's address of record.  The
Transfer Agent may require additional supporting documents for
redemptions made by corporations, executors, administrators,
trustees or guardians.  A redemption request will not be deemed
properly received until the Transfer Agent receives all required
documents in proper form.

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

Redemptions.  Redemption requests of up to $50,000 of any class or
classes of a fund's shares may be made by eligible shareholders by
calling the Transfer Agent at 1-800-451-2010.  Such requests may be
made between 9:00 a.m. and 4:00 p.m. (Eastern time) on any day the
NYSE is open. Requests received after the close of regular trading
on the NYSE are priced at the net asset value next determined.
Redemptions of shares (i) by retirement plans or (ii) for which
certificates have been issued are not permitted under this program.

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

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

Additional information regarding Telephone Redemption and Exchange
Program.   Neither the 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.

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 deferred
sales charge, continue to be subject to any applicable deferred
sales charge 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 deferred sales charge of
1.00%.  The amount of any deferred sales charge will be paid to and
retained by Salomon Smith Barney.  The deferred sales charge will be
assessed based on an amount equal to the account value at the time
of redemption, and will not be imposed on increases in value above
the initial purchase price in the original fund.  In addition, no
charge will be assessed on shares derived from reinvestment of
dividends or capital gains distributions.

In determining the applicability of any deferred sales charge, it
will be assumed that a redemption is made first of shares
representing capital appreciation, next of shares representing the
reinvestments of dividends and capital gain distributions and
finally of other shares held by the shareholder for the longest
period of time.  The length of time that Class A and 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 deferred
sales charge will reduce the gain (if any) or increase the loss (if
any), as the case may be, on redemption.

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

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

For information concerning the deferred sales charge applicable to
Class A and Class L shares acquired through the Salomon Smith Barney
Retirement Programs, see "Purchase of Shares."


PFS ACCOUNTS

Initial purchases of the Cash Portfolio - Class A shares must be
made through a PFS Investments Registered Representative by
completing the appropriate application.  The completed application
should be forwarded to PFS Shareholder Services, the Sub-Transfer
Agent, P.O. Box 105033, Atlanta, Georgia 30348-5033.  Checks drawn
on foreign banks must be payable in U.S. dollars and have the
routing number of the U.S. bank encoded on the check.  Subsequent
investments may be sent directly to PFSSS.   In processing
applications and investments.  Citi Fiduciary Trust Company, the
Transfer Agent acts as agent for the investor and for PFS
Investments and also as agent for the Distributor, in accordance
with the Terms of the Prospectus.  If the Transfer Agent ceases to
act as such, a successor company named by the Company will act in
the same capacity so long as the accounts remains open.

Redemption proceeds can be sent by check to the address of record or
by wire transfer to a bank account designated on the application. A
shareholder will be charged a $25 service fee for wire transfers and
a nominal service fee for transfers made directly to the
shareholders bank by the Automated Clearinghouse(ACH). PFSSS will
process and mail usually within two to three business days after
receiving the redemption request in good order. The shareholder may
request the proceeds to be mailed by two day air express for a $8
fee that will be deducted from the shareholders account or by one
day express for a $15 fee that will be deducted from the
shareholder's account.

Shares purchased will be held in the shareholder's account by the
PFSSS.  Share certificates are issued only upon a shareholder's
written request to PFSSS. A shareholder holding shares for which
certificates have not been issued may appoint the Fund's PFSSS as
agent and request, on the application form, special forms of drafts
payable through Fidelity National Bank.  PFSSS issues these drafts
on behalf of the Cash Portfolio in books of twenty drafts for which
there is a charge by PFS of $7.50 per book.  A shareholder who has
insufficient funds to complete any purchase, including those for
Systematic Investment Plans, will be charged a fee of up to $30 per
returned purchase by PFS or PFSSS.  Additionally, PFS Distributors,
Inc. pays to PFS Investments a promotional fee calculated as a
percentage of the sales charge reallowed to PFS.  The percentage
used in the calculation is 3%.

An Account Transcript is available at a shareholder's request which
identifies every financial transaction in an account since it was
opened.  To defray administrative expenses involved with providing
multiple years worth of information, there is a $15 charge for each
Account Transcript requested.  Additional copies of tax forms are
available at the shareholder's request.  A fee of $10 for each tax
form will be assessed.

Upon completion of certain automated systems, shareholders who
establish telephone transaction authority on their account and
supply bank account information may make additions to their accounts
at any time.  Shareholders should contact PFSSS at (800) 544-5445
between 8:00 a.m. and 8:00 p.m. eastern time any day that the NYSE
is open.  If a shareholder does not wish to allow telephone
subsequent investments by any person in his account, he should
decline the telephone transaction option on the account application.
 The minimum telephone subsequent investment is $250 and can be up
to a maximum of $10,000.  By requesting a purchase by telephone, you
authorize PFSSS to transfer funds from the bank account provided for
the amount of the purchase.  A shareholder who has insufficient
funds to complete the transfer will be charged a fee of up to $30 by
PFS or PFSSS.  A shareholder who places a stop payment on a transfer
or the transfer is returned because the account has been closed,
will also be charged a fee of up to $30 by PFS or PFSSS.  Subsequent
investments by telephone may not be available if the shareholder
cannot reach PFSSS whether because all telephone lines are busy or
for any other reason; in such case, a shareholder would have to use
the fund's regular subsequent investment procedure described above.


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.  The funds
are not designed to provide investors with a means of speculation on
short-term market movements.  A pattern of frequent exchanges by
investors can be disruptive to efficient portfolio management and,
consequently, can be detrimental to the funds and its shareholders.
 Accordingly, if the Funds' management in its sole discretion
determines that an investor is engaged in excessive trading, the
funds, with or without prior notice, may temporarily or permanently
terminate the availability to that investor of fund exchanges, or
reject in whole or part any purchase or exchange request with
respect to such investor's account.  Such investors also may be
barred from purchases and exchanges involving other funds in the
Smith Barney Mutual Fund family.   Accounts under common ownership
or control will be considered as one account for purposes of
determining a pattern of excessive trading. The funds may notify an
investor of rejection of a purchase or exchange order after the day
the order is placed. If an exchange request is rejected, the funds
will take no other action with respect to the shares until it
receives further instructions from the investor.  The funds' policy
on excessive trading applies to investors who invest in the funds
directly or through Service Agents, but does not apply to any
systematic investment  plans described in the prospectus.

During times of drastic economic or market conditions, the funds may
suspend the Exchange Privilege temporarily without notice and treat
exchange requests based on their separate components - redemption
orders with a simultaneous request to purchase the other fund's
shares.  In such a case, the redemption request would be processed
at the fund's next determined net asset value but the purchase order
would be effective only at the net asset value next determined after
the fund being purchased formally accepts the order, which may
result in the purchase being delayed.


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 continue 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 net capital gains, if any, 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 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 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.

On December 31, 2000, the unused capital loss carryovers by fund,
were approximately as follows: Cash Portfolio: $579,000 and
Government Portfolio: $1,000.  For Federal income tax purposes, this
amount is available to be applied against future capital gains of
the funds that have the carryovers, if any, that are realized prior
to the expiration of the applicable carryover. The carryovers expire
as follows:


December 31,
Name of Fund
2001
2007
Cash Portfolio
$579,000
---
Government Portfolio
---
$1,000


INVESTMENT MANAGEMENT AND OTHER SERVICES

Manager.  SBFM 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 funds.  SBFM is a subsidiary of
Salomon Smith Barney Holdings, Inc., which is a subsidiary of
Citigroup, a publicly owned financial services company.  SBFM is an
investment manager to investment companies that had assets under
management as of March 31, 2001 in excess of $133.5 billion.

For the years 1998, 1999 and 2000, the funds paid management fees as
shown below:


Fund

Management Fee


1998
1999
2000

Cash Portfolio
$138,431,850
$166,564,956
$193,310,0
73
Government Portfolio
21,476,822
22,847,469
23,567,106
Retirement Portfolio*
6,375,587
7,196,326
7,602,080
* For the years ended December 31, 1998 and 1999, the manager waived
$385,222 and $271,460, respectively of its management fees for the
Retirement Portfolio.

The respective funds' management agreements, which were approved by
their shareholders on September 16, 1994 and became effective on
November 21, 1994, and, most recently approved by the Board of
Directors, including a majority of the Directors who are not
"interested persons" of the Company or SBFM on June 21, 2000,
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.  Effective June 5, 2000, Salomon Smith Barney, located
at 388 Greenwich Street, New York, New York 10013 and PFS
Shareholder Services serve as the funds' co-distributors pursuant to
a written agreement dated June 5, 2000 (the "Distribution
Agreement") which was approved by the Company's board of directors,
including a majority of the independent directors, on March 15,
2000.   Prior to and up to June 5, 2000, CFBDS, Inc. served as the
funds' distributor.

To compensate Salomon Smith Barney and PFS Distributors, Inc.
("PFS") for the service they provide and for the expense they bear
under the Distribution Agreement, the fund has adopted a services
and distribution plan (the "Plan") pursuant to Rule 12b-1 under the
1940 Act.  Under the Plan, the fund pays Salomon Smith Barney a
service fee, accrued daily and paid monthly, calculated at the
annual rate of 0.10% of the value of the fund's average daily net
assets attributable to the Class A and Class L shares.  The fund
also pays PFS a service fee of 0.10% for each Class A share held in
accounts attributable to PFS.

The following Plan fees were incurred during the fiscal years
indicated:

Portfolio
Class A

1998
1999
2000
Cash
$35,597,8
97
$43,553,7
68
$51,151,94
2
Government
5,018,837
5,438,940
5,636,273
Retirement
1,468,261
1,697,506
1,775,178

Portfolio
Class L

1998
1999
2000
Cash
$694
$446
$265
Government
291
160
119

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.

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

A copy of the funds' Code of Ethics is on file with the Securities
and Exchange Commission.


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 Company 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 or beneficially 5% or more of any Class of a fund as of April
6, 2001:

Cash Portfolio Class L Shares

SB Corp. Trust Cust., FBO Daniel D. Whitaker SEP/IRA, 715 South
Oregon Avenue, Tampa Florida 33606, owned of record 108,935.310
shares 35.39%; Frontier Trust Company TTEE, HB Machine/Medtek, 401k
Profit Sharing Plan, P.O. Box 87687, Phoenix, AZ 85080-7687, owned
of record 83,392.151 shares 27.09%; Frontier Trust Company TTEE,
Peer Bearing Company Union, Employees Money Purchase Plan, 2200
Norman Drive South, Waukegan, IL 60085, owned of record 68,580.927
shares 22.28%; SB Corp Trust Cust., FBO Beverly J. Rutkoskie R/O
IRA, 6321 Robin Hood Lane, Shawnee Mission, KS  66203 owned of
record 24,797.000 shares 8.06%.


Cash Portfolio Class Y Shares

Byrd & Co, First Union Natl. Bank NDTA, Taxable Acct. - Attn.: Diane
Pileggi, Mutual Funds Dvd. Proc. #PA4905, 530 Walnut Street,
Philadelphia, PA  19106-3620, owned of record 33,407,458.110 shares
32.34%; Wilshire Large Cap Fund, Mellon Bank (DE), N.A. Sandy
McKenna, 135 Santilli Highway, Everett, MA 02149-1906 owned of
record 24,740,769.09 shares 23.95%; Enhanced Cash Fund, Mellon Bank
(DE), N.A., Attention: Sany McKenna, 135 Santilly Highway, Everett,
MA 02149-1906 owned of record 22,972,264.110 shares 22.24%; Byrd &
Co, First Union Natl. Bank AMDTA, IRA Account. - Att.: Diane
Pileggi, Mutual Funds Dvd. Proc. #PA4905, 530 Walnut Street,
Philadelphia, PA 19106-3620, owned of record 12,098,528.210 shares
11.71%.


Cash Portfolio Class Z Shares

State Street Bank & Trust Custodian, The Travelers Group 401k,
Savings Plan, Attn: Rick Vest, 225 Franklin Street, Boston, MA
02101, owned of record 204,008,128.380 shares 99.99%.


Government Portfolio Class L Shares

Frontier Trust Company as TTEE, Southern Floral Company, P.O. Box
1313, Houston, Texas 77251-1313, owned of record 70,109.430 shares
55.16%; Terry Donofrio, SSB IRA Custodian, 25 Glenair Avenue,
Waldwick, NJ 07463-1214, owned of record 26,184.000 shares 20.60%;
James F. Burgess Jr., M. Kathleen Burgess JTWROS, 5901 Lakeshore
Dr., Columbia, SC 29206-4327, owned of record 19,491.040 shares
15.34%; Walker Harris MD, SSB IRA Rollover Custodian, 2860 Cromwell
Drive, Columbus, GA  31906-1219 owned of record 6,799.280 shares
5.35%.


Government Portfolio Class Y Shares

CSEA Employee Benefit Fund, A Non-Profit Organization, Attn: Karl
Bellinger/Director of Internal Operations, 1 Lear Jet Lane, Suite
#1, Latham, NY 12110-2313, owned of record 20,627,867.190 shares
99.97%.

Custodian.   PFPC Trust Company (successor by assignment from PNC
Bank, National Association), located at 8800 Tinicum Boulevard,
Philadelphia, Pennsylvania 19153 serves as custodian of the funds'
investments.

Transfer and Dividend Disbursing Agent and Sub-Transfer Agents.
Citi Fiduciary Trust Company, located at 125 Broad Street, New York,
New York 10004 serves as the Company's transfer, dividend disbursing
and shareholder services agent.  PFPC Global Fund Services, P.O. Box
9699, Providence, Rhode Island 02940 serves as the Company's sub-
transfer agent to render certain shareholder record keeping and
accounting services functions.  PFS Shareholder Services serves as
the sub-transfer agent for PFS Accounts. PFS Shareholder Services is
located at 3100 Breckinridge Boulevard, Building 200, Duluth,
Georgia 30099-0062.

Independent Auditors.  KPMG LLP, 757 Third Avenue, New York, New
York 10017, has been selected as independent auditors for each fund
for its fiscal year ending December 31, 2001 to examine and report
on each fund's financial statements and financial highlights.

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 Service Agent 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 ($250 for IRA
accounts), 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 deferred sales
charge 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.
    >

OTHER INFORMATION

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

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

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

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

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

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

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

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


FINANCIAL STATEMENTS

The Company's Annual Report for the fiscal year ended December 31,
2000 is incorporated herein by reference in its entirety.  The Annual
Report was filed on March 6, 2001, accession number 0000950109-01-
500157.



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. Superior financial security on an absolute and
relative basis. Capacity to meet policyholder obligations is
extremely strong under a variety of economic and underwriting
conditions.

	AA - Debt rated AA is an excellent financial instrument.
Capacity to meet policyholder obligations is strong under a variety
of economic and underwriting conditions.

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 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 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.

g:\legal\funds\smfi\2001\secdocs\SAI2001	3
g:\legal\funds\smfi\2001\secdocs\SAI2001	A-2


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
incorporated by reference to Post-Effective
Amendment No. 51 filed on March 1, 1999.

	(5)	Articles Supplementary to the Articles of
Incorporation dated July 19, 1994 is incorporated
by reference to Post-Effective Amendment No. 51
filed on March 1, 1999.

	(6)	Articles of Amendment to Articles of Incorporation
dated November 3, 1994 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(7)	Articles Supplementary to Articles of Incorporation
dated November 3, 1994 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(8)	Articles Supplementary to Articles of Incorporation
dated November 3, 1994 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(9)	Articles Supplementary to Articles of Incorporation
dated January 16, 1996 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(10)	Articles Supplementary to Articles of Incorporation
dated January 30, 1998 is incorporated by reference
to Post-Effective Amendment No. 51 filed on March
1, 1999.

	(11)	Articles of Amendment to Articles of Incorporation
dated June 1998 is incorporated by reference to
Post-Effective Amendment No. 51 filed on March 1,
1999.

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

(2)  Restated By-Laws are incorporated by reference to
Post-Effective Amendment No. 51 filed on March 1, 1999.

	(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 incorporated by
reference to Post-Effective Amendment No. 51 filed
on March 1, 1999.

(3)	Selling Group Agreement between Registrant and
CFBDS, Inc. is incorporated by reference to Post-
Effective Amendment No. 52 filed on April 30, 1999.

(4)	Form of Distribution Agreement between Registrant
and Salomon Smith Barney is filed herewith.

(5)	Form of Distribution Agreement between Registrant
and PFS Distributors, Inc. is filed herewith.


	(f)	Not applicable.

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

	(h) (1)	Form of Transfer Agency Agreement is
incorporated by reference to Exhibit 9 to Post-
Effective Amendment No. 49.

	(2)	Form of Sub-Transfer Agency Agreement between
Registrant and PFS Shareholder Services is
incorporated by reference to Post-Effective Amendment
No. 52 filed on April 30, 1999.

(3) Transfer Agency Agreement between Registrant and Citi
Fiduciary Trust is filed herewith.

(4) Sub-Transfer Agency Agreement between Registrant and
PFPC Global Fund Services is filed herewith.

(5) Sub-Transfer Agency Agreement between Registrant and
PFS Shareholder Services is filed herewith.


	(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 is filed herewith.

(3)	Power of Attorney is filed herewith.

	(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
pursuant to Rule  12b-1 for the Registrant is
incorporated by reference to Post-Effective
Amendment No. 51 filed on March 1, 1999.

		(5)	Form of Amended Plan of Distribution pursuant to
Rule 12b-1 between the Registrant and PFS
Distributors, Inc. is incorporated by reference to
Post-Effective Amendment No. 52 filed on April 30,
1999.

		(6)	Form of Amended and Restated Shareholder Services
Distribution Plan pursuant to Rule 12b-1 between the
Registrant and PFS Distributors, Inc. is filed
herewith.

	(n)	Financial Data Schedule is not applicable.

	(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 incorporated by
reference to Post-Effective Amendment No. 51 filed
on March 1, 1999.

   	(p)	Code of Ethics is incorporated by Reference to Post-
Effective Amendment No. 53 filed on April 26, 2001.


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

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

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


Item 27.  Principal Underwriters

(a) Salomon Smith Barney, Inc. ("Salomon Smith Barney") the
Registrant's Distributor, is also the distributor for the
following
Smith Barney funds: Smith Barney Investment Series,
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
Allocation Series Inc., Smith Barney Equity Funds, Smith Barney
Fundamental Value Fund Inc., Smith Barney Funds, Inc., Smith
Barney
Income Funds, Smith Barney Institutional Cash Management Fund,
Inc.,
Smith Barney Investment Funds Inc., Smith Barney Investment Trust,
Smith Barney Managed Governments Fund Inc., Smith Barney Managed
Municipals Fund Inc., Smith Barney Massachusetts Municipals Fund,
Smith Barney Money Funds, Inc., Smith Barney Muni Funds, Smith
Barney
Municipal Money Market Fund, Inc., Smith Barney
Sector Series Inc., Smith Barney New Jersey Municipals
Fund Inc., Smith Barney Oregon Municipals Fund Inc., Smith Barney
Principal Return Fund, Smith Barney Small Cap Core 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.

PFS Distributors, Inc., ("PFS Distributors"),
a Distributor of the Registrant, is also a distributor for the
following Smith Barney funds:

Smith Barney Investment Series,
Smith Barney Aggressive Growth Fund Inc.,
Smith Barney Appreciation Fund Inc.,
Smith Barney Allocation Series Inc.,
Smith Barney Equity Funds,
Smith Barney Fundamental Value Fund Inc.,
Smith Barney Income Funds,
Smith Barney Investment Funds Inc.,
Smith Barney Investment Trust,
Smith Barney Managed Municipals Fund Inc.,
Smith Barney Money Funds, Inc.
Smith Barney Sector Series Inc.

In addition, Salomon Smith Barney is also the distributor for the
Centurion Funds, Inc.

(b)	The information required by this Item 27 with respect to
each
director and officer of Salomon Smith Barney is incorporated by
reference to
Schedule A of Form BD filed by Salomon Smith Barney pursuant to
the Securities and
Exchange Act of 1934 (SEC File No. 812-8510).

The information required by this Item 27 with respect to each
director,
officer and partner of PFS Distributors is incorporated by
reference to
Schedule A of Form BD filed by PFS Distributors pursuant to the
Securities
Exchange Act of 1934 (SEC File No. 8-37352).

(c)	Not applicable.


Item 28.	Location of Accounts and Records

All accounts, books and other documents of Registrant are
maintained at the offices of:

(1) With respect to the Registrant's Investment Adviser:
Smith Barney Fund Management LLC
Seven World Trade Center
New York, New York 10048

(2) With respect to the Registrant's Custodian:
PFPC Trust Co.
8800 Tinicum Boulevard
	Philadelphia, Pennsylvania 19153

(2) With respect to the Registrant's Transfer Agent:
Citi Fiduciary Trust Company
125 Broad Street
New York, New York 10004

(4)	With respect to the Registrant's Sub-Transfer Agent:
PFPC Global Fund Services
	101 Federal Street
	Boston, Massachusetts 02110

(5)	With respect to the Registrant's Sub-Transfer Agent
	PFS shareholder Services
	3100 Breckinridge Boulevard
	Building 200
	Duluth, Georgia 30099-0062

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 26th day of April 2001.


	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,	April 26, 2001
(Heath B. McLendon)	President and Chief
	Executive Officer

/s/Lee Abraham*                         	Director	April 26, 2001
(Lee Abraham)

/s/Allan J. Bloostein*                  	Director	April 26, 2001
(Allan J. Bloostein)

/s/Jane F. Dahser*                      	Director	April 26, 2001
(Jane F. Dasher)

/s/Donald R. Foley*                 	Director	April 26, 2001
(Donald R. Foley)

/s/Richard E. Hanson*                    	Director	April 26, 2001
(Richard E. Hanson)

/s/ Paul Hardin*                       	Director	April 26, 2001
(Paul Hardin)

/s/Roderick C. Rasmussen*           	Director	April 26, 2001
(Roderick C. Rasmussen)

/s/John P. Toolan*                     	Director	April 26, 2001
(John P. Toolan)

/s/Lewis E. Daidone                  	Treasurer (Principal
(Lewis E. Daidone)						April 26, 2001
	Financial and
	Accounting Officer)

*By: /s/ Christina T. Sydor        		April 26, 2001
	Christina T. Sydor
	Pursuant to Power of Attorney



EXHIBIT INDEX


Exhibit No.	Exhibit

(e)	(4)	Form of Distribution Agreement with Salomon Smith
Barney

	(5)	Form of Distribution Agreement with PFS Distributors

(h)	(3)	Transfer Agency Agreement with Citi Fiduciary Trust

	(4)	Sub-Transfer Agency Agreement with PFPC Global Fund
Services

	(5)	Sub-Transfer Agency Agreement with PFS Shareholder
Services

(j)	(2) 		Auditor's Consent

	(3)		Power of Attorney

(m)	(6)	Form of Amended and Restated Shareholder Services and
Distribution Plan pursuant to 12b-1 with Salomon Smith
Barney and PFS Distributors Inc.