SMITH BARNEY WORLD FUNDS, INC.
On behalf of
INTERNATIONAL BALANCED PORTFOLIO
Supplement dated January 5, 2000 to
Prospectus dated February 28, 1999
On December 15, 1999 the Board of Directors of Smith Barney World
Funds, Inc, on behalf of the International Balanced Portfolio (the
"Balanced Portfolio"), approved a proposed reorganization pursuant
to which the International Equity Portfolio of the Smith Barney
World Funds, Inc. (the "International Portfolio") would acquire the
assets of the Balanced Portfolio in exchange for shares of the
International Portfolio and the assumption of stated liabilities.
This reorganization would permit the Balanced Portfolio
shareholders to maintain an investment in a fund consisting
primarily of international securities.
Under the terms of the proposed reorganization, Balanced Portfolio
shareholders would receive shares of the International Portfolio
equal in value to their investment in the Balanced Portfolio in
accordance with the terms of the reorganization. Balanced
Portfolio shareholders would not be charged a sales load when
International Portfolio shares are issued to them and it is
anticipated that no gain or loss for Federal income tax purposes
would be recognized by shareholders as a result of the
reorganization. If the reorganization is approved by Balanced
Portfolio shareholders, those shareholders would have all the
rights and privileges accorded shareholders within the Smith Barney
Family of Funds such as exchangeability of fund shares and rights
of accumulation within the Smith Barney Family of Funds.
It is anticipated that as of January 28, 2000, the Balanced
Portfolio will no longer be accepting investments.
The proposed reorganization is subject to the fulfillment of
certain conditions, including approval by the shareholders of the
Balanced Portfolio. Proxy materials describing the proposed
reorganization will be mailed to Balanced Portfolio shareholders in
anticipation of a meeting of the shareholders expected to be held
on April 7, 2000. If approved by Balanced Portfolio shareholders
at that time, the reorganization will occur as soon after the
meeting as practicable.
FD01788
