SMITH BARNEY SHEARSON WORLDWIDE PRIME ASSETS FUND, 497, 1994-02-24

SMITH BARNEY SHEARSON WORLDWIDE PRIME ASSETS FUND
497, 1994-02-24

Previous: DEAN WITTER MULTI STATE MUNICIPAL SERIES TRUST, 497J, 1994-02-24

Next: KEMPER INSURED CORPORATE TRUST SERIES 1, 24F-2NT, 1994-02-24



SMITH BARNEY SHEARSON
WORLDWIDE PRIME ASSETS FUND
(the "Fund")

SUPPLEMENT TO PROSPECTUS
DATED APRIL 1, 1993


	On February 1, 1994 the Fund's shareholders approved changes to the 
Fund's investment objective and policies.  As a result of these changes, the 
Fund will establish a 1.5-year weighted average maturity limitation on the 
Fund's portfolio and extend the maximum remaining maturity restriction as to 
any of the Fund's securities from one year to three years.  In addition, the 
Fund's investment policy has been extended to include in the acceptable rating 
range of investments for the Fund  any securities in the top two investment 
grades.

__________________
Dated:  February 1, 1994

FD0502 B4

Shared /domestic/clients/shearson/funds/linc/sticker1.doc