Smith Barney Funds, Inc.
388 Greenwich Street, New York, NY 10013
October 17, 1997
***SECOND REQUEST***
YOUR RESPONSE IS VITAL
Dear Shareholder:
We have not yet received your proxy for the Special Meeting of
Shareholders originally scheduled for October 17, 1997. Due to a lack
of sufficient votes for a quorum, the Meeting is being adjourned.
Another proxy ballot is enclosed. PLEASE VOTE AND RETURN THE BALLOT
TODAY!
The Special Meeting was called because the Board of Directors of
Smith Barney Funds, Inc. -- Income Return Account Portfolio recommended
that shareholders approve the proposal for the Cash Portfolio of Smith
Barney Money Funds, Inc. to acquire all or substantially all of the
assets and liabilities of the Income Return Account Portfolio. A proxy
statement was recently sent to you that describes this proposal in
greater detail.
You may think your vote is insignificant, but every vote is
extremely important. We must continue sending requests to vote until a
majority of the shares are represented. Additional mailings are
expensive.
You may utilize any of the following means to return your signed
proxy ballot: (i) Federal Express courier, (ii) regular mail, or (iii)
fax transmission. In order to facilitate the voting process, without
cost to you, we are enclosing (i) a return Federal Express mailer (with
Smith Barney's account number indicated on the airbill), (ii) a postage-
paid return envelope, and (iii) a fax cover page whereby you can fax
your vote to (212) 816-5666.
Because time is short, we would appreciate your immediate action
so your vote will be counted in time for the adjourned meeting. YOUR
RESPONSE IS VITAL to the successful conclusion of this solicitation
effort. If you have any questions, please contact your Financial
Consultant.
Your participation is extremely important no matter how few shares
you own.
Sincerely,
Heath B. McLendon
Chairman, on behalf of the Board of Directors
