SMITH BARNEY SHEARSON
DAILY DIVIDEND FUND INC.
SUPPLEMENT TO PROSPECTUS
dated MAY 29, 1994
On May 25, 1994, the Board of Directors of Smith Barney Shearson
Daily Dividend Fund Inc. (the "Fund") approved a proposed reorganization
pursuant to which the assets of the Fund would be acquired by the Cash
Portfolio ("Cash Portfolio"), a series of Smith Barney Money Funds, Inc.,
through an exchange of shares of Cash Portfolio and the assumption by Cash
Portfolio of substantially all of the Fund's liabilities. These shares
would then be distributed to share-holders of the Fund in liquidation of
the Fund.
Under the terms of the proposed reorganization, each shareholder of
the Fund would become a shareholder of Cash Portfolio, receiving shares of
Cash Portfolio with a value equal to the value of the shareholder's
investment in the Fund in accordance with the terms of the plan of
reorganization. No sales charge would be imposed in the transaction,
although a gain or loss for Federal income tax purposes may be recognized
by shareholders as a result of the reorganization.
The proposed reorganization is subject to the fulfillment of certain
conditions, including the approval of shareholders of the Fund. Proxy
materials describing the proposed reorganization will be mailed to Fund
shareholders in anticipation of a meeting of shareholders expected to be
held in October of 1994. If approved by shareholders at that time, the
transaction will occur as soon after the meeting as practicable.
Dated: May 29, 1994
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