SMITH BARNEY WORLD FUNDS, INC.
Emerging Markets Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
Supplement dated April 24, 1998
to Prospectuses dated February 27, 1998
The Class A shareholders of each of the Portfolios of Smith
Barney World Funds, Inc. (the "Fund") have approved an amendment
to the current plan of distribution pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended, with respect to
the Class A shares.
As a result of the amendment, payments under the plan with
respect to Class A shares are not tied exclusively to the
shareholder services expenses actually incurred by Smith Barney
and the payments may exceed shareholder expenses actually
incurred. The Fund's Board of Directors will evaluate the
appropriateness of the plan and its payment terms on a continuing
basis and in so doing will consider all relevant factors,
including expenses borne by Smith Barney, amounts received under
the plan and proceeds, if any, of the contingent deferred sales
charge.
FD 01446
