SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
(the "Fund")
Supplement to Prospectus
Dated April 1, 1994
The following information is provided to Wisconsin residents to
supplement the Fund's Prospectus.
The Fund will not purchase or otherwise acquire any security, if as a
result either of the following would be true: (a) more than 10% of its net
assets would be invested in securities (excluding those subject to Rule 144A
under the Securities Act of 1933, as amended (the "1993 Act")) that are
restricted; or (b) more than 15% of its net assets would be invested in
securities (including those subject to Rule 144A under the 1933 Act) that are
restricted. It is the opinion of the Wisconsin Securities Commissioner that
investments in restricted securities in excess of 5% of the Fund's total
assets may be considered a speculative activity and may involve greater risk
and may increase Fund expenses.
Wisconsin
_____________
April 1, 1994
FD0516 C4
SHARED DOMESTIC CLIENTS SHEARSON FUNDS appr sticker3.doc
