SMITH BARNEY SHEARSON WORLDWIDE PRIME ASSETS FUND, 497J, 1994-06-01

SMITH BARNEY SHEARSON WORLDWIDE PRIME ASSETS FUND
497J, 1994-06-01

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					April 1, 1994

VIA EDGAR


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

ATTN:	Office of Filings, Information and Consumer Services

  RE:	Smith Barney Shearson Worldwide Prime Assets Fund (the "Fund")
	File No.  811-6219, Accession Number:  0000053798-94-000060

Gentlemen:

	Pursuant to Rule 497 (j) under the Securites Act of 1933, as amended, 
please accept this letter as certification that the prospectus and statement 
of additional information for the above-referenced fund does not differ from 
that contained in Post-Effective Amendment No. 7 (the "Amendment") to the 
Fund's Registration Statement on Form N-1A.  This Amendment was filed 
electronically on March 31, 1994.

	Any comments on this filing should be directed to Paula J. Gilligan, 
Senior Legal Product Manager, at (617) 248-3513.

	Please return an electronic transmittal as evidence of your receipt of 
this filing.

					Very truly yours,



				
	                                                 
					Lee D. Augsburger
					Vice President and
					Associate General Counsel



funds\flmu\497j.doc