N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05813

CASH RESERVES PORTFOLIO
(Exact name of registrant as specified in charter)

125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)

Christina T. Sydor, Esq.
Smith Barney Fund Management LLC
300 First Stamford Place
Stamford, CT 06902
 (Name and address of agent for service)

Registrant's telephone number, including area code: (800) 451-2010

Date of fiscal year end:  AUGUST 31
Date of reporting period: AUGUST 31, 2003

ITEM 1. REPORT TO STOCKHOLDERS.

The ANNUAL Report to Stockholders is filed herewith.

Cash Reserves Portfolio
P O R T F O L I O   O F   I N V E S T M E N T S	August 31, 2003

	Principal
	Amount
Issuer	(000’s omitted)			Value
Asset Backed — 9.7%
K2 USA LLC,*
1.07% due 04/07/04	$	140,000	$	139,991,691
1.08% due 04/26/04		156,500		156,484,776
1.07% due 05/18/04		75,000		74,989,636
Links Finance Corp.,*
1.09% due 10/15/03		250,000		249,996,986
1.08% due 03/15/04		200,000		199,988,299
1.06% due 06/16/04		100,000		99,976,311
1.07% due 07/15/04		400,000		399,930,492
Premier Asset Coll
Entity Ltd.,*
1.08% due 02/17/04		100,000		99,985,991
1.08% due 04/26/04		100,000		99,993,515
1.08% due 05/17/04		125,000		124,991,202
Sigma Finance Corp.,*
1.07% due 01/05/04		150,000		149,994,750
1.08% due 02/10/04		100,000		99,993,342
1.07% due 04/05/04		500,000		499,970,192
1.08% due 04/28/04		100,000		99,990,164
1.08% due 04/30/04		250,000		249,975,205
1.07% due 07/15/04		373,000		372,918,980
1.07% due 08/17/04		250,000		249,939,566
Stanfield Victoria
Finance Ltd.,*
1.07% due 05/04/04		100,000		99,993,333
1.08% due 06/01/04		100,000		99,988,892
1.07% due 06/15/04		100,000		99,988,164
Whistlejacket
Capital Ltd.,*
1.09% due 02/17/04		90,000		89,995,878
1.07% due 06/28/04		50,000		49,991,821
				3,809,069,186
Certificates of Deposit
(Domestic) — 1.0%
Wells Fargo Bank,
1.05% due 09/02/03		320,000		319,999,996
1.06% due 10/03/03		89,000		88,999,985
				408,999,981
Certificates of Deposit (Euro) — 11.6%
Barclays Bank,
1.26% due 09/03/03		153,000		153,000,167
Barclays Bank London
1.05% due 09/17/03		500,000		500,000,000
Credit Suisse London,
1.09% due 12/22/03		250,000		250,000,000
HBOS,
1.22% due 09/08/03		458,000		458,000,000
HBOS London,
1.05% due 12/30/03		500,000		500,016,580
San Paulo Euro CD,
1.05% due 12/24/03		175,000		175,000,000

	Principal
	Amount
Issuer	(000’s omitted)			Value
Unicredito Italiano
1.06% due 10/07/03	$	750,000	$	750,000,000
1.05% due 10/20/03		500,000		500,000,000
Westdeutsche
Landesbank,
1.07% due 10/07/03	1,300,000			1,300,006,482
				4,586,023,229
Certificates of Deposit (Yankee) — 8.9%
Banco Bilbao,
1.08% due 12/26/03		200,000		200,000,000
Bayerische Landesbank,
1.24% due 09/08/03		172,000		172,000,000
1.22% due 11/03/03		100,000		100,006,958
BNP Paribas,
1.18% due 11/17/03		350,000		350,000,000
Canadian Imperial
Bank,
1.25% due 10/22/03		100,000		99,999,988
1.04% due 10/28/03		250,000		250,000,000
1.06% due 03/11/04*		200,000		199,985,490
Credit Agricole,
1.06% due 10/10/03		250,000		250,000,000
Credit Lyonnais,
1.09% due 12/08/03		400,000		400,010,849
Danske Bank,
1.04% due 09/29/03		220,000		220,000,000
1.04% due 09/30/03		248,500		248,500,000
Royal Bank
Scotland PLC.,
1.06% due 10/10/03		150,000		150,000,000
Toronto Dominion
Bank,
1.24% due 09/08/03		100,000		100,000,000
1.21% due 11/10/03		200,000		200,003,803
1.08% due 12/30/03		91,000		91,005,984
Westdeutsche
Landesbank,
1.04% due 12/10/03		388,000		388,000,000
1.04% due 12/15/03		100,000		100,000,000
				3,519,513,072
Commercial Paper — 26.3%
Amstel Funding Corp.,
1.27% due 10/24/03		219,000		218,590,531
1.19% due 10/28/03		100,081		99,892,431
1.10% due 11/17/03		100,000		99,764,722
1.06% due 12/17/03		182,316		181,741,603
1.06% due 12/29/03		321,193		320,067,575
Aquinas Funding LLC,
1.21% due 10/06/03		100,000		99,882,361
Atlantis One Funding
Corp.,
1.05% due 10/28/03		185,000		184,692,438

21

Cash Reserves Portfolio
P O R T F O L I O   O F   I N V E S T M E N T S  (Continued)	August 31, 2003

	Principal
	Amount
Issuer	(000’s omitted)			Value
Commercial Paper — (cont’d)
Atomium Funding Corp.,
1.07% due 09/09/03	$	70,738	$	70,721,180
1.06% due 09/10/03		100,193		100,166,449
1.05% due 10/09/03		95,652		95,545,986
1.10% due 10/28/03		112,613		112,416,866
1.09% due 11/06/03		128,873		128,615,462
1.10% due 11/18/03		114,362		114,089,437
1.06% due 11/21/03		125,000		124,701,875
Beethoven Funding
Corp.,
1.10% due 09/19/03		99,453		99,398,301
Clipper Receivables,
1.24% due 09/05/03		100,000		99,986,222
1.08% due 09/09/03		100,000		99,976,000
Compass
Securitization,*
1.063% due 09/05/03		150,000		149,999,860
1.063% due 09/08/03		200,000		199,999,614
Credit Lyonnais,
1.08% due 12/04/03		130,000		129,633,400
Danske Bank,
1.04% due 12/16/03		100,000		99,693,778
Galleon Capital Corp.,
1.24% due 09/05/03		100,000		99,986,222
GE Capital Corp.,
1.21% due 09/05/03		100,000		99,986,556
0.94% due 09/16/03		75,000		74,970,625
1.20% due 09/24/03		200,000		199,846,667
Giro Funding U.S.
Corp.,
1.05% due 09/29/03		100,000		99,918,333
Goldman Sachs,
1.05% due 11/26/03		353,500		352,613,304
Grampian Funding Ltd.,
1.10% due 12/02/03		100,615		100,332,160
1.09% due 12/12/03		210,000		209,351,450
1.08% due 12/15/03		350,500		349,395,925
HBOS Treasury
Services PLC.,
1.09% due 12/29/03		150,000		149,462,021
KBC Financial Products,
1.27 due 09/03/03		100,000		99,992,944
Mica Funding LLC,
0.97% due 09/18/03		249,191		249,076,858
1.06% due 09/19/03		50,131		50,104,431
1.10% due 10/10/03		185,000		184,779,542
1.07% due 10/21/03		250,000		249,628,472
1.09% due 11/10/03		140,500		140,202,218
1.10% due 11/21/03		150,000		149,628,750
Moat Funding LLC,
1.25% due 09/05/03		100,000		99,986,111
1.05% due 10/02/03		65,000		64,941,229
1.05% due 10/03/03		100,000		99,906,667
1.27% due 10/09/03		100,000		99,865,944
1.20% due 11/19/03		200,000		199,473,333
1.04% due 12/17/03		100,000		99,690,889

	Principal
	Amount
Issuer	(000’s omitted)			Value
Nestle Capital Corp.,
1.18% due 09/03/03	$	100,000	$	99,993,444
1.18% due 09/04/03		100,000		99,990,167
Nordeutsche
Landesbank,
1.07% due 12/08/03		100,000		99,708,722
Pennine Funding,
1.25% due 09/02/03		141,500		141,495,087
Perry Global Funding,
1.04% due 10/09/03		199,366		199,147,140
Prudential PLC.,
1.20% due 10/10/03		100,000		99,870,000
Regency Markets LLC,
1.09% due 09/19/03		210,882		210,767,069
Santander,
1.10% due 12/24/03		190,000		189,341,175
Scaldis,
1.06% due 09/15/03		678,743		678,463,207
1.10% due 11/20/03		115,000		114,718,888
Silver Tower US
Funding LLC,
1.09% due 09/08/03		524,000		523,888,940
1.12% due 09/17/03		282,000		281,859,626
1.07% due 09/26/03		250,000		249,814,236
Surrey Funding Corp.,
1.06% due 09/17/03		120,000		119,943,467
United Parcel Services,
1.19% due 09/03/03		100,000		99,993,389
Victory Receivable
Corp.,
1.06% due 09/11/03		142,903		142,860,923
1.10% due 09/15/03		132,100		132,043,491
1.11% due 09/16/03		133,700		133,638,164
1.11% due 10/21/03		111,277		111,105,448
1.06% due 10/31/03		149,794		149,529,364
1.10% due 11/12/03		141,216		140,905,325
		10,371,794,014
Corporate Notes — 15.1%
Brahms Funding Corp.,
1.13% due 09/04/03		300,000		299,971,750
1.12% due 09/09/03		615,350		615,196,846
1.12% due 09/10/03		199,000		198,944,280
1.12% due 09/16/03		175,351		175,269,170
1.13% due 09/25/03		113,161		113,075,752
1.15% due 09/26/03		101,905		101,823,618
1.15% due 10/14/03		80,437		80,326,511
Fenway Funding,
1.15% due 09/12/03		193,493		193,425,009
1.15% due 09/18/03		148,697		148,616,249
1.15% due 09/19/03		73,325		73,282,838
1.15% due 09/29/03		123,034		122,923,953
1.15% due 10/03/03		247,500		247,247,000
1.15% due 10/10/03		175,986		175,766,751
1.15% due 10/24/03		245,000		244,585,201

22

Cash Reserves Portfolio
P O R T F O L I O   O F   I N V E S T M E N T S   (Continued)	August 31, 2003

	Principal
	Amount
Issuer	(000’s omitted)			Value
Corporate Notes — (cont’d)
Foxboro Funding Ltd.,
1.13% due 09/12/03	$	149,251	$	149,199,467
1.15% due 10/15/03		136,856		136,663,641
1.16% due 11/07/03		80,880		80,705,389
Harwood Funding
Corp.,
1.09% due 09/04/03		100,000		99,990,917
1.10% due 09/18/03		311,961		311,798,954
1.13% due 09/18/03		117,843		117,780,118
Mittens,
1.13% due 09/02/03		100,000		99,996,861
1.04% due 09/03/03		100,000		99,994,222
1.05% due 09/03/03		100,000		99,994,167
1.08% due 09/15/03		100,000		99,958,000
1.13% due 09/15/03		150,000		149,934,083
1.14% due 09/15/03		218,100		218,003,309
1.13% due 09/24/03		100,000		99,927,806
1.10% due 10/09/03		200,000		199,767,778
1.13% due 10/14/03		99,000		98,866,377
1.10% due 10/15/03		150,000		149,798,333
1.11% due 10/15/03		48,400		48,334,337
1.15% due 11/05/03		200,000		199,584,722
1.15% due 11/06/03		175,000		174,631,042
Motown,
1.06% due 10/24/03		107,000		106,833,021
Park Granada LLC,
1.07% due 09/09/03		122,250		122,220,932
1.08% due 09/09/03		35,000		34,991,600
1.10% due 11/07/03		273,815		273,254,440
				5,962,684,444
Master Notes — 2.8%
Morgan Stanley,
1.33% due 09/02/03		850,000		850,000,000
Merrill Lynch,
1.28% due 09/02/03		265,000		265,000,000
				1,115,000,000
Medium Term Notes — 8.1%
Blue Heron Funding,*
1.14% due 10/17/03		500,000		500,000,000
1.14% due 12/19/03		175,000		175,000,000
1.14% due 02/25/04		105,000		105,000,000
1.14% due 03/19/04		200,000		200,000,000
1.14% due 05/19/04		438,750		438,750,000
1.14% due 05/28/04		180,000		180,000,000
Credit Suisse
First Boston,*
1.12% due 03/08/04		450,000		450,000,000
General Electric
Capital Corp.,*
1.19% due 07/09/07		500,000		500,000,000
1.14% due 10/17/07		350,000		350,000,000

	Principal
	Amount
Issuer	(000’s omitted)			Value
Merrill Lynch & Co. Inc.,*
1.24% due 01/09/04	$	300,000	$	299,988,612
				3,198,738,612
Promissory Note — 3.5%
Goldman Sachs,
1.22% due 02/24/04	1,400,000			1,400,000,000
Time Deposits — 4.2%
Chase Manhattan
Bank Nassau,
1.00% due 09/02/03		300,000		300,000,000
Credit Suisse
First Boston,
1.05% due 10/01/03		800,000		800,000,000
Keybank National
Grand Cayman,
1.00% due 09/02/03		288,337		288,337,000
National City Bank
Grand Cayman,
1.00% due 09/02/03		250,000		250,000,000
				1,638,337,000
United States
Government Agency — 8.7%
Federal Home Loan
Mortgage
Association,
1.00% due 10/30/03		100,000		99,836,111
Federal Home Loan
Mortgage
Association,
1.00% due 10/31/03		200,000		199,666,667
Federal Home Loan
Mortgage
Association,
1.08% due 11/21/03		500,000		498,785,000
Federal Home Loan
Mortgage
Association,
1.08% due 12/09/03		89,250		88,984,928
Federal Home Loan
Mortgage
Association,
1.08% due 12/15/03		388,643		387,418,775
Federal Home Loan
Mortgage
Association,
1.04% due 12/19/03		285,000		284,102,567
Federal Home Loan
Mortgage
Association,
1.08% due 12/19/03		200,000		199,346,000

23

Cash Reserves Portfolio
P O R T F O L I O   O F   I N V E S T M E N T S  (Continued)	August 31, 2003

	Principal
	Amount
Issuer	(000’s omitted)				Value
United States
Government Agency — (cont’d)
Federal Home Loan
Mortgage
Association,
1.04% due 12/22/03	$	500,000		$	498,382,222
Federal Home Loan
Mortgage
Association,
1.10% due 12/22/03		550,000			548,117,778
Federal National
Mortgage
Association,
1.08% due 12/16/03		150,000			149,525,208
Federal National
Mortgage
Association,*
1.01% due 01/28/05		228,000			227,903,310
Federal National
Mortgage
Association,*
1.05% due 02/18/05		235,130			235,060,798
					3,417,129,364
Total Investments,
at Amortized Cost		99.9	%		39,427,288,902
Other Assets,
Less Liabilities		0.1			19,804,938
Net Assets	100.0		%	$	39,447,093,840
*Variable interest rates—subject to periodic
change.
See notes to financial statements

24

Cash Reserves Portfolio
S T A T E M E N T   O F   A S S E T S   A N D   L I A B I L I T I E S
August 31, 2003
Assets:
Investments at value (Note 1A)	$	39,427,288,902
Cash		512
Interest receivable		24,256,632
Total assets		39,451,546,046
Liabilities:
Management fees payable (Note 2)		3,113,186
Accrued expenses and other liabilities		1,339,020
Total liabilities		4,452,206
Net Assets	$	39,447,093,840
Represented by:
Paid-in capital for beneficial interests	$	39,447,093,840
See notes to financial statements

25

Cash Reserves Portfolio
S T A T E M E N T   O F   O P E R AT I O N S
For the Year Ended August 31, 2003
Interest Income (Note 1B):				$	663,606,463
Expenses:
Management fees (Note 2)	$	66,705,349
Custody and fund accounting fees		8,555,695
Trustees’ fees		692,498
Legal fees		253,408
Audit fees		40,415
Other		31,171
Total expenses		76,278,536
Less: aggregate amounts waived by the Manager (Note 2)	(31,802,902		)
Less: fees paid indirectly (Note 1F)		(473	)
Net expenses					44,475,161
Net investment income				$	619,131,302
See notes to financial statements

26

Cash Reserves Portfolio
S T A T E M E N T S   O F   C H A N G E S   I N   N E T   A S S E T S
		Year Ended August 31,
		2003			2002
Increase (Decrease) in Net Assets
from Operations:
Net investment income	$	619,131,302		$	1,026,102,717
Capital Transactions:
Proceeds from contributions		95,248,125,837			96,678,280,874
Value of withdrawals	(101,427,035,864		)		(84,770,853,952	)
Net increase (decrease) in net assets from
capital transactions		(6,178,910,027	)		11,907,426,922
Net Increase (Decrease) in Net Assets		(5,559,778,725	)		12,933,529,639
Net Assets:
Beginning of year		45,006,872,565			32,073,342,926
End of year	$	39,447,093,840		$	45,006,872,565
See notes to financial statements

27

Cash Reserves Portfolio

N O T E S   T O   F I N A N C I A L   S T A T E M E N T S

1. Significant Accounting Policies Cash Reserves Portfolio (the “Portfolio”) is registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), as a no-load, diversified, open-end management investment company which was organized as a trust under the laws of the State of New York. The Declaration of Trust permits the Trustees to issue beneficial interests in the Portfolio. Citi Fund Management Inc. (the “Manager”) acts as the Investment Manager.

     The preparation of financial statements in accordance with United States of America generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

     The significant accounting policies consistently followed by the Portfolio are as follows:

     A. Valuation of Investments Money market instruments are valued at amortized cost, in accordance with Rule 2a-7 under the 1940 Act. This method involves valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. The Portfolio’s use of amortized cost is subject to its compliance with certain conditions as specified under Rule 2a-7 of the 1940 Act.

     B. Interest Income and Expenses Interest income consists of interest accrued and discount earned (including both original issue and market discount adjusted for amortization of premium) on the investments of the Portfolio, accrued ratably to the date of maturity, plus or minus net realized gain or loss, if any, on investments. Expenses of the Portfolio are accrued daily. The Portfolio bears all costs of its operations other than expenses specifically assumed by the Administrator.

     C. U.S. Federal Income Taxes The Portfolio is considered a partnership under the U.S. Internal Revenue Code. Accordingly, no provision for federal income taxes is necessary.

     D. Repurchase Agreements It is the policy of the Portfolio to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System or to have segregated within the custodian bank’s vault, all securities held as collateral in support of repurchase agreement investments. Additionally, procedures have been established to monitor, on a daily basis, the market value of the repurchase agreements’ underlying investments to ensure the existence of a proper level of collateral.

     E. Other Purchases, maturities and sales of money market instruments are accounted for on the date of the transaction.

     F. Fees Paid Indirectly The Portfolio’s custodian calculates its fees based on the Portfolio’s average daily net assets. The fee is reduced according to a fee arrangement, which provides for custody fees to be reduced based on a formula developed to measure the value of cash deposited with the custodian by the Portfolio. This amount is shown as a reduction of expenses on the Statement of Operations.

28

Cash Reserves Portfolio

N O T E S   T O   F I N A N C I A L   S T A T E M E N T S   (Continued)

2. Management Fees The Manager is responsible for overall management of the Portfolio’s business affairs, and has a Management Agreement with the Portfolio. The Manager or an affiliate also provides certain administrative services to the Portfolio. These administrative services include providing general office facilities and supervising the overall administration of the Portfolio.

     The management fees paid to the Manager are accrued daily and payable monthly. The management fee is computed at an annual rate of 0.15% of the Funds’ average daily net assets. The management fee amounted to $66,705,349 of which $31,802,902 was voluntarily waived for the year ended August 31, 2003. The Portfolio pays no compensation directly to any Trustee or any officer who is affiliated with the Manager, all of whom receive remuneration for their services to the Portfolio from the Manager or its affiliates. Certain of the officers and a Trustee of the Portfolio are officers and a director of the Manager or its affiliates.

3. Investment Transactions Purchases, maturities and sales of money market instruments aggregated $708,198,861,551 and $714,004,635,617, respectively, for the year ended August 31, 2003.

4.Trustee Retirement Plan The Trustees of the Fund have adopted a Retirement Plan for all Trustees who are not “interested persons” of the Fund, within the meaning of the 1940 Act. Under the Plan, all Trustees are required to retire from the Board as of the last day of the calendar year in which the applicable Trustee attains age 75 (certain Trustees who had already attained age 75 when the Plan was adopted are required to retire effective December 31, 2003). Trustees may retire under the Plan before attaining the mandatory retirement age. Trustees who have served as Trustee of the Trust or any of the investment companies associated with Citigroup for at least ten years when they retire are eligible to receive the maximum retirement benefit under the Plan. The maximum retirement benefit is an amount equal to five times the amount of retainer and regular meeting fees payable to a Trustee during the calendar year ending on or immediately prior to the applicable Trustee’s retirement. Amounts under the Plan may be paid in installments or in a lump sum (discounted to present value). The Fund’s allocable share of the expenses of the Plan for the year ended August 31, 2003 and the related liability at August 31, 2003 was not material.

29

Cash Reserves Portfolio
F I N A N C I A L   H I G H L I G H T S
					Year Ended August 31,
		2003			2002		2001		2000		1999
Ratios/Supplemental Data:
	$	39,447,094		$	45,006,873		$32,073,343		$14,392,341		$14,929,345
Net assets (000’s omitted)
Ratio of expenses to
average net assets		0.10	%		0.10	%	0.10	%	0.10	%	0.10	%
Ratio of net investment
income to average net assets		1.39	%		2.29	%	5.27	%	5.93	%	5.13	%
Total return		1.49	%		2.36	%	N/A		N/A		N/A
Note: If agents of the Portfolio had not voluntarily waived a portion of their fees for the years indicated,
the ratios would have been as follows:
Ratios:
Expenses to average net assets		0.17	%		0.19	%	0.22	%	0.22	%	0.22	%
Net investment income
to average net assets		1.32	%		2.20	%	5.15	%	5.81	%	5.01	%
See notes to financial statements

30

Cash Reserves Portfolio

R E P O R T  O F  I N D E P E N D E N T  A U D I TO R S

To the Trustees and Investors of Cash Reserves Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Cash Reserves Portfolio (the “Portfolio”) at August 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Portfolio’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2003 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
October 16, 2003

31

Cash Reserves Portfolio

A D D I T I O N A L  I N F O R M AT I O N (Unaudited)

     Information about the Trustees and Officers of the Portfolio can be found on pages 15 through 20 of this report.

32

ITEM 2.  CODE OF ETHICS.

         The registrant has adopted a code of ethics that applies to the
         registrant's principal executive officer, principal financial officer,
         principal accounting officer or controller.

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.

         The Board of Trustees of the registrant has determined that Mr. Stephen
         Randolph Gross, the Chairman of the Board's Audit Committee, possesses
         the technical attributes identified in Instruction 2(b) of Item 3 to
         Form N-CSR to qualify as an "audit committee financial expert," and has
         designated Mr. Gross as the Audit Committee's financial expert. Mr.
         Gross is an "independent" Trustee pursuant to paragraph (a)(2) of Item
         3 to Form N-CSR.

ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Not applicable.

ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS.

         Not applicable.

ITEM 6.  [RESERVED]

ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
         MANAGEMENT INVESTMENT COMPANIES.

         Not applicable.

ITEM 8.  [RESERVED]

ITEM 9.  CONTROLS AND PROCEDURES.

         (a)    The registrant's principal executive officer and principal
                financial officer have concluded that the registrant's
                disclosure controls and procedures (as defined in Rule 30a- 3(c)
                under the Investment Company Act of 1940, as amended (the "1940
                Act")) are effective as of a date within 90 days of the filing
                date of this report that includes the disclosure required by
                this paragraph, based on their evaluation of the disclosure
                controls and procedures required by Rule 30a-3(b) under the 1940
                Act and 15d-15(b) under the Securities Exchange Act of 1934

         (b)    There were no changes in the registrant's internal control over
                financial reporting (as defined in Rule 30a-3(d) under the 1940
                Act) that occurred during the registrant's last fiscal half-year
                (the registrant's second fiscal half-year in the case of an
                annual report) that have materially affected, or are likely to
                materially affect the registrant's internal control over
                financial reporting.

ITEM 10. EXHIBITS.

         (a)(1) Code of Ethics attached hereto.

         (a)(2) Attached hereto.

         Exhibit 99.CERT  Certifications pursuant to section 302 of the
                          Sarbanes-Oxley Act of 2002
         (b) Furnished.

Exhibit 99.906CERT        Certifications pursuant to Section 906 of the
                          Sarbanes-Oxley Act of 2002



SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this Report to be
signed on its behalf by the undersigned, there unto duly authorized.

CASH RESERVES PORTFOLIO

By:   /s/ R. Jay Gerken
      R. Jay Gerken
      Chief Executive Officer of
      CASH RESERVES PORTFOLIO

Date: OCTOBER 16, 2003

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By:   /s/ R. Jay Gerken
      (R. Jay Gerken)
      Chief Executive Officer of
      CASH RESERVES PORTFOLIO

Date: OCTOBER 16, 2003

By:   /s/ LEWIS E. DAIDONE
      Chief Administrative Officer of
      CASH RESERVES PORTFOLIO

Date: OCTOBER 16, 2003

EX-99.CODE ETH

                                                                      JUNE, 2003


                                                                  EX-99.CODE ETH

                        SARBANES-OXLEY ACT CODE OF ETHICS
                           FOR PRINCIPAL EXECUTIVE AND
      SENIOR FINANCIAL OFFICERS OF CAM\U.S. REGISTERED INVESTMENT COMPANIES

I.       COVERED OFFICERS/PURPOSE OF THE CODE

         This code of ethics (the "Code") for Citigroup Asset Management's
("CAM's") U. S. registered proprietary investment companies (collectively,
"Funds" and each a, "Company") applies to each Company's Chief Executive
Officer, Chief Administrative Officer, Chief Financial Officer and Controller
(the "Covered Officers") for the purpose of promoting:

     o   honest and ethical conduct, including the ethical handling of actual or
         apparent conflicts of interest between personal and professional
         relationships;

     o   full, fair, accurate, timely and understandable disclosure in reports
         and documents that the Company files with, or submits to, the
         Securities and Exchange Commission ("SEC") and in other public
         communications made by the Company;

     o   compliance with applicable laws and governmental rules and regulations;

     o   the prompt internal reporting of violations of the Code to an
         appropriate person or persons identified in the Code; and

     o   accountability for adherence to the Code.

     Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.

II.      ADMINISTRATION OF CODE

         The Regional Director of CAM Compliance, North America ("Compliance
Officer") is responsible for administration of this Code, including granting
pre-approvals (see Section III below) and waivers (as described in Section VI
below), applying this Code in specific situations in which questions are
presented under it and interpreting this Code in any particular situation.


III.     COVERED OFFICERS SHOULD ETHICALLY HANDLE ACTUAL AND APPARENT CONFLICTS
         OF INTEREST

         OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the
Company. For example, a conflict of interest would arise if a Covered Officer,
or a member of his family, receives improper personal benefits as a result of
his position with the Company.


         Certain conflicts of interest arise out of the relationships between
Covered Officers and the Company and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Company because
of their status as "affiliated persons" of the Company. The compliance programs
and procedures of the Company and its investment adviser are designed to
prevent, or identify and correct, violations of these provisions. This Code does
not, and is not intended to, repeat or replace these programs and procedures,
and such conflicts fall outside of the parameters of this Code (see Section VII
below).

         Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between a Company and the investment adviser of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for a
Company or for the adviser, or for both), be involved in establishing policies
and implementing decisions that will have different effects on the adviser and a
Company. The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the Company and the adviser and
is consistent with the performance by the Covered Officers of their duties as
officers of a Company. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the
Funds' Boards of Directors\Trustees ("Boards") that the Covered Officers may
also be officers or employees of one or more other investment companies covered
by this or other codes.


         Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Company.

                                     * * * *


         Each Covered Officer must:

     o   not use his personal influence or personal relationships improperly to
         influence investment decision financial reporting ( e.g. through
         fraudulent accounting



         practices) by the Company whereby the Covered Officer(1) would benefit
         personally to the detriment of the Company; or

     o   not cause the Company to take action, or fail to take action, for the
         individual personal benefit of the Covered Officer rather than for the
         benefit of the Company; and

     o   not use material non-public knowledge of portfolio transactions made or
         contemplated for the Company to trade personally or cause others to
         trade personally in contemplation of the market affect of such
         transactions.

     o   There are some potential conflict of interest situations that should
         always be discussed with the Compliance Officer, if material. Examples
         are as follows:

                  (1) service as a director on the board of any public or
         private company;

                  (2) any ownership interest in, or any consulting or employment
         relationship with, any of the Company's service providers, other than
         its investment adviser,

                  (3) a direct or indirect financial interest in commissions,
         transaction charges or spreads paid by the Company for effecting
         portfolio transactions or for selling or redeeming shares other than an
         interest arising from the Covered Officer's employment, such as
         compensation or equity ownership; and

                  (4) the receipt of any gifts or the conveyance of any value
         (including entertainment ) from any company with which the Company has
         current or prospective business dealings, except:

                           (a) any non-cash gifts of nominal value (nominal
                  value is less than $100); and

                           (b) customary and reasonable meals and entertainment
                  at which the giver is present, such as the occasional business
                  meal or sporting event.

IV.  DISCLOSURE AND COMPLIANCE

Each Covered Officer:

     o   should be familiar with his or her responsibilities in connection with
         the disclosure requirements generally applicable to the Company;


- ------------------
(1)  Any activity or relationship that would present a conflict for a Covered
     Officer would also present a conflict for the Covered Officer if a member
     of a Covered Officer's family (spouse, minor children and any account over
     which a Covered Officer is deemed to have beneficial interest) engages in
     such an activity or has such a relationship.




     o   should not knowingly misrepresent, or knowingly cause others to
         misrepresent, facts about the Company to others, whether within or
         outside the Company, including to the Company's directors and auditors,
         and to governmental regulators and self-regulatory organizations;

     o   should, to the extent appropriate within his or her area of
         responsibility, consult with other officers and employees of the Funds
         and the investment adviser with the goal of promoting full, fair,
         accurate, timely and understandable disclosure in the reports and
         documents the Funds file with, or submit to, the SEC and in other
         public communications made by the Funds; and

     o   is responsible to promote compliance with the standards and
         restrictions imposed by applicable laws, rules and regulations.

V.       REPORTING AND ACCOUNTABILITY

         Each Covered Officer must:

     o   upon adoption of the Code (or thereafter as applicable, upon becoming a
         Covered Officer), affirm in writing to the Board that the Covered
         Officer has received, read, and understands the Code;

     o   annually thereafter affirm to the Board that he or she has complied
         with the requirements of the Code;

     o   annually disclose affiliations and other relationships related to
         conflicts of interest;

     o   not retaliate against any other Covered Officer or any employee of the
         Funds or their affiliated persons for reports of potential violations
         that are made in good faith; and

     o   notify the Compliance Officer promptly if he knows of any violation of
         this Code (failure to do so is itself a violation of this Code).

          In rendering decisions and interpretations and in conducting
investigations of potential violations under the Code, the Compliance Officer
may, at his discretion, consult with such persons as he determines to be
appropriate, including, but not limited to, a senior legal officer of the
Company or its investment adviser or its affiliates, independent auditors or
other consultants, subject to any requirement to seek pre-approval from the
Company's audit committee for the retention of independent auditors to perform
permissible non-audit services. The Funds will follow these procedures in
investigating and enforcing the Code:

     o   the compliance Officer will take all appropriate action to investigate
         any potential violation of which he becomes aware;


     o   if, after investigation the Compliance Officer believes that no
         violation has occurred, the Compliance Officer is not required to take
         any further action;



     o   any matter that the Compliance Officer believes is a violation will be
         reported to the Directors of the Fund who are not "interested persons"
         as defined in the Investment Company Act the ("Non-interested
         Directors")

     o   if the Non-interested Directors of the Board concur that a violation
         has occurred, it will consider appropriate action, which may include
         review of, and appropriate modifications to, applicable policies and
         procedures; notification to appropriate personnel of the investment
         adviser or its board; or a recommendation to dismiss the Covered
         Officer; and

     o   any changes to or waivers of this Code will, to the extent required, be
         disclosed as provided by SEC rules

     The Compliance Officer shall submit an annual report to the Board
describing any waivers granted.

VI.  WAIVERS(2)

         A Covered Officer may request a waiver of any of the provisions of the
Code by submitting a written request for such waiver to the Compliance Officer,
setting forth the basis of such request and explaining how the waiver would be
consistent with the standards of conduct described herein. The Compliance
Officer shall review such request and make a determination thereon in writing,
which shall be binding.

         In determining whether to waive any provisions of this Code, the
Compliance Officer shall consider whether the proposed waiver is consistent with
honest and ethical conduct and other purposes of this Code.

VII. OTHER POLICIES AND PROCEDURES

         This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' investment advisers, principal
underwriters, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code. The codes of ethics of the funds and the
investment advisers and principal underwriters under Rule 17j-1 of the
Investment Company Act and the Citigroup Code of Conduct and Citigroup Statement
of Business Practices as well as other policies of the Fund's investment
advisers or their affiliates are separate requirements applying to the Covered
Officers and others, and are not part of this Code.


- ------------
(2)  For purposes of this Code, Item 2 of Form N-CSR defines "waiver" as "the
     approval by a Company of a material departure from a provision of the Code"
     and includes an"implicit waiver," which means a Company's failure to take
     action within a reasonable period of time regarding a material departure
     from a provision of the Code that has been made known to an executive
     officer of the Company.



VIII.  AMENDMENTS

         Any amendments to this Code, other than amendments to Exhibits A, B and
C must be approved or ratified by a majority vote of the Board, including a
majority of Non-interested Directors.

IX.  CONFIDENTIALITY

         All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the appropriate Board and Company
and their respective counsel, counsel to the non-Interested Directors or
independent auditors or other consultants referred to in Section V above.

X.  INTERNAL USE

         The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Company, as to any fact,
circumstance, or legal conclusion.

EX-99.CERT

                                                                      EX-99.CERT


                                 CERTIFICATIONS

I, R. Jay Gerken, certify that:

1.   I have reviewed this report on Form N-CSR of Cash Reserves Portfolio;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Rule 30a-3(c) under the Investment Company Act of 1940) for the
     registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of a date
          within 90 days prior to the filing date of this report based on such
          evaluation; and

     c)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal half-year (the registrant's second fiscal half-year
          in the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed to the
     registrant's auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize, and report financial data; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

Date: OCTOBER 16, 2003                           /s/ R. JAY GERKEN
      ----------------------------               -------------------------------
                                                 R. Jay Gerken
                                                 Chief Executive Officer




I, Lewis E. Daidone, certify that:

1.   I have reviewed this report on Form N-CSR of Cash Reserves Portfolio;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial information included in this report,
     and the financial statements on which the financial information is based,
     fairly present in all material respects the financial condition, results of
     operations, changes in net assets, and cash flows (if the financial
     statements are required to include a statement of cash flows) of the
     registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in rule 30a-3(c) under the Investment Company Act) for the registrant and
     have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of a date
          within 90 days prior to the filing date of this report based on such
          evaluation; and

     c)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal half-year (the registrant's second fiscal half-year
          in the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed to the
     registrant's auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize, and report financial data; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

Date: OCTOBER 16, 2003                         /s/ LEWIS E. DAIDONE
      -----------------------------                -----------------------------
                                                   Lewis E. Daidone
                                                   Chief Administrative Officer

EX-99.906CERT

                                                                   EX-99.906CERT


                                  CERTIFICATION

R. JAY GERKEN, Chief Executive Officer, and LEWIS E. DAIDONE, Chief
Administrative Officer of Cash Reserves Portfolio (the "Registrant"), each
certify to the best of his or her knowledge that:

1.   The Registrant's periodic report on Form N-CSR for the period ended August
     31, 2003 (the "Form N-CSR") fully complies with the requirements of section
     15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in the Form N-CSR fairly presents, in all
     material respects, the financial condition and results of operations of the
     Registrant.

Chief Executive Officer                             Chief Administrative Officer
Cash Reserves Portfolio                             Cash Reserves Portfolio

/s/ R. JAY GERKEN                           /s/ LEWIS E. DAIDONE
- ----------------------                      -----------------------
R. Jay Gerken                               Lewis E. Daidone
Date: October 16, 2003                      Date: October 16, 2003

This certification is being furnished to the Securities and Exchange Commission
solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form
N-CSR with the Commission.