SMITH BARNEY MONEY FUNDS, INC.
on behalf of
RETIREMENT PORTFOLIO
(the "Portfolio")
Supplement dated June 11, 1998
to
Prospectus dated April 30, 1998
The Board of Directors approved a change in the dividend
policy for the Retirement Portfolio, which will affect dividends
declared during the remainder of 1998 without substantially
affecting the actual yield earned by shareholders.
The new policy is that the Portfolio will declare a dividend
of substantially all of its net investment income on each day the
NYSE is open for business, subject to such adjustments as may be
approved by the Board. The Board recently approved an adjustment
whereby net investment income attributable to an expense
reimbursement made to the Portfolio by the Portfolio's investment
manager will be paid in proportionate amounts on each business day
during the remainder of 1998 based upon the number of days
remaining in the year. This adjustment was made in order to avoid
having the Portfolio's yield fluctuate disproportionately for a
single day as a result of the Portfolio's receipt of the expense
reimbursement.
