SMITH BARNEY WORLD FUNDS, INC.
on behalf of
EMERGING MARKETS PORTFOLIO
Supplement dated September 13, 2000 to
Prospectuses dated February 28, 2000
On September 7, 2000 the Board of Directors of Smith
Barney World Funds, Inc, on behalf of the Emerging
Markets Portfolio (the "Emerging Portfolio"),
approved a proposed reorganization pursuant to which
Smith Barney International Aggressive Growth Fund of
Smith Barney Investment Series (the "Aggressive
Growth Fund") would acquire the assets and assume the
stated liabilities of the Emerging Portfolio in
exchange for shares of the Aggressive Growth Fund.
This reorganization will allow Emerging Portfolio
shareholders to maintain an investment in a fund with
substantially similar investment objectives and
investment policies.
Under the terms of the proposed reorganization,
Emerging Portfolio shareholders would receive shares
of the Aggressive Growth Fund equal in value to their
investment in the Emerging Portfolio in accordance
with the terms of the reorganization. Emerging
Portfolio shareholders would not be charged a sales
load when Aggressive Growth Fund 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.
As of October 6, 2000 Salomon Smith Barney Inc. will
no longer be accepting investments into the Emerging
Portfolio.
The proposed reorganization is subject to the
fulfillment of certain conditions, including approval
by the shareholders of the Emerging Portfolio. Proxy
materials describing the proposed reorganization will
be mailed to Emerging Portfolio shareholders of
record on October 13, 2000, on or about October 23,
2000, in anticipation of a meeting of the
shareholders expected to be held on November 22,
2000. If approved by Emerging Portfolio shareholders
at that time, the reorganization will occur as soon
after the shareholder meeting as practicable.
FD 02027
SMITH BARNEY WORLD FUNDS, INC.
on behalf of
PACIFIC PORTFOLIO
Supplement dated September 13, 2000 to
Prospectuses dated February 28, 2000
On September 7, 2000 the Board of Directors of Smith
Barney World Funds, Inc, on behalf of the Pacific
Portfolio, approved a proposed reorganization
pursuant to which Smith Barney International
Aggressive Growth Fund of Smith Barney Investment
Series (the "Aggressive Growth Fund") would acquire
the assets and assume the stated liabilities of the
Pacific Portfolio in exchange for shares of the
Aggressive Growth Fund. This reorganization will
allow Pacific Portfolio shareholders to maintain an
investment in a fund with substantially similar
investment objectives and investment policies.
Under the terms of the proposed reorganization,
Pacific Portfolio shareholders would receive shares
of the Aggressive Growth Fund equal in value to their
investment in the Pacific Portfolio in accordance
with the terms of the reorganization. Pacific
Portfolio shareholders would not be charged a sales
load when Aggressive Growth Fund 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.
As of October 6, 2000 Salomon Smith Barney Inc. will
no longer be accepting investments into the Pacific
Portfolio.
The proposed reorganization is subject to the
fulfillment of certain conditions, including approval
by the shareholders of the Pacific Portfolio. Proxy
materials describing the proposed reorganization will
be mailed to Pacific Portfolio shareholders of record
on October 13, 2000, on or about October 23, 2000, in
anticipation of a meeting of the shareholders
expected to be held on November 22, 2000. If
approved by Pacific Portfolio shareholders at that
time, the reorganization will occur as soon after the
shareholder meeting as practicable.
FD 02028
