SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC., (the
"Fund")
Supplement dated December 4, 1995 to
Prospectus dated June 21, 1995
Commencing December 11, 1995, the minimum initial
investment in the Fund is $3,000,000 which may be met by
aggregating the amount of the initial investment made in all
three Portfolios of the Fund. For qualified
municipalities, including state and locally chartered
agencies making an initial investment in the Government
Portfolio of at least $1,000,000, the minimum initial
investment requirement in the Fund shall not apply.
In addition, commencing December 11, 1995, the net
asset value per share of each of the Cash and Government
Portfolios of the Fund will be determined as of 2:00 p.m.
New York City time on each day that the New York Stock
Exchange and the Fund's custodian are open.
FD 01040 12/95
