VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Office of Filings, Information and Consumer
Services
Re: Smith Barney Institutional Cash Management Fund
Inc.
(the "Fund")
` File Nos. 2-74288 and 811-3275
Gentlemen:
Pursuant to Rule 497(e) under the Securities Exchange
Act of 1933, as amended (the "1933 Act"), please find
enclosed for filing one supplement dated December 7 to be
attached to the prospectus dated June 21, 1995 of the above
referenced Fund. The purpose of this supplement is to inform
investors of the minimum initial investment in the Fund, and
also to inform them as of the time of day when net asset
value of the Fund will be computed. This supplement is
intended to replace the supplement filed on December 4,
1995.
Any questions or comments on this filing should be
directed to the under signed at (212) 816-6393 or to
Jacqueline Carr at (212) 816-6746. Please return an
electronic transmittal as evidence of your receipt of this
filing.
Yours truly,
/s/Robert Vegliante
Robert Vegliante
Associate General
Counsel
