October 3, 1996
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 No. 33-90952, Accession Number: 0000091155-96-000382
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended, please accept this letter as certification that the
prospectuses of the above Fund with respect to the Fund's Class A shares
and Class B shares and the Statement of Additional Information for the
Fund do not differ from those contained in Post-Effective Amendment No.
2 (the "Amendment") to the Fund's Registration Statement on Form N-1A.
This Amendment was filed electronically on September 27, 1996 as
Accession number 0000091155-96-000382 and became effective immediately.
Any comments on this filing should be directed to the undersigned
at (212) 816-6393. Please return an electronic transmittal as evidence
of your receipt of this filing.
Very truly yours,
SMITH BARNEY INSTITUTIONAL CASH
MANAGEMENT FUND, INC.
/s/ Robert A. Vegliante
Robert A. Vegliante
Associate General Counsel
and Assistant Secretary
