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 811-6118

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

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

Robert I. Frenkel, 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, 2004



ITEM 1.  REPORT TO STOCKHOLDERS.

         The Annual Report to Stockholders is filed herewith.

Tax Free Reserves Portfolio	August 31, 2004
S C H E D U L E   O F   I N V E S T M E N T S
	Principal
	Amount
Issuer	(000’s omitted)				Value
Annual & Semi-Annual Tender Revenue
Bonds & Notes (Puts) — 12.0%
Allegheny County,
Pennsylvania, Hospital
Development Authority
Revenue,
1.75% due 5/1/05	$	6,740		$	6,746,607
Chicago, Illinois, O’Hare
International Airport
Revenue,
6.00% due 1/1/05		2,165			2,200,680
Detroit, Michigan, Sewer
Disposal Revenue*,
1.55% due 7/1/31		17,000			17,000,000
Georgia State, Road &
Tollway Authority,
2.25% due 10/1/04		8,515			8,523,096
Indiana Health Facilities
Finance Authority
Hospital Revenue,
1.05% due 3/1/05		17,000			17,000,000
Indiana Health Facilities
Finance Authority
Hospital Revenue,
1.73% due 7/5/05		10,000			10,000,000
Maryland State
Community
Development
Administration, AMT,
1.25% due 12/21/04		3,500			3,500,000
Maryland State
Department of
Transportation,
3.00% due 12/15/04		5,000			5,029,207
Metropolitan
Government,
Nashville and
Davidson County,
Tennessee, Health
and Educational
Facility Board,
1.65% due 8/3/05		6,000			6,000,000
Michigan State Housing
Development
Authority, AMT,
1.20% due 12/15/04		9,000			9,000,000
Minnesota State Housing
Finance Agency, AMT,
1.20% due 12/23/04		8,000			8,000,000
Montana State,
1.20% due 3/1/05		9,250			9,250,000
Old Rochester,
Massachusetts,
Regional School
District,
2.00% due 2/18/05		15,000			15,058,685
Plaquemines, Louisiana,
Port Harbor &
Terminal Facilities
Revenue,
1.75% due 9/1/05	$	6,000	$	$	6,011,820
Temple University of the
Commonwealth
System of Higher
Education, Pennsylvania,
2.25% due 5/2/05		3,500			3,522,548
Texas State Public
Finance Authority
Revenue,
1.10% due 9/22/04		25,000			25,000,000
University of South
Carolina, Athletic
Facilities Revenue,
2.00% due 3/18/05		11,610			11,672,332
Vermont Educational
and Health Buildings
Financing Agency,
1.10% due 11/1/04		9,900			9,900,000
Washington County,
Pennsylvania, Hospital
Authority Revenue,
2.25% due 7/1/05		8,835			8,874,781
					182,289,756
Bond, Revenue,Tax,Tax & Revenue
Anticipation Notes & Cash Anticipation
Certificate — 11.8%
Essex County,
New Jersey, BANs,
2.00% due 11/4/04		42,000			42,058,031
Hudson, Massachusetts,
BANs,
2.00% due 5/13/05		20,000			20,102,996
Iowa School Corps,
Cash Anticipation
Certificate
due 6/30/05		40,000			40,459,040
Milton, Massachusetts,
BANs,
2.00% due 10/29/04		36,000			36,054,345
Sacramento County,
California,Tax &
TRANs,
3.00% due 7/11/05		10,000			10,113,849
Saint Louis, Missouri,
General Fund
Revenue,TRANs,
3.00% due 6/28/05		5,000			5,056,602
Tyngsborough,
Massachusetts, BANs,
2.00% due 11/4/04		24,908			24,948,072
					178,792,935

27

Tax Free Reserves Portfolio
S C H E D U L E   O F   I N V E S T M E N T S (Continued)	August 31, 2004
	Principal
	Amount
Issuer	(000’s omitted)			Value
General Obligation Bonds
& Notes — 5.8%
Chicago, Illinois,
1.05% due 12/9/04	$	12,000	$	12,000,000
Connecticut State,
2.00% due 3/1/05		14,000		14,068,153
Framingham,
Massachusetts,
2.75% due 3/1/05		7,570		7,618,399
Georgia State,
2.00% due 3/1/05		3,020		3,034,404
Mecklenberg County,
North Carolina,
2.00% due 2/1/05		16,000		16,060,338
Michigan State,
2.00% due 9/30/04		15,000		15,012,085
New Britain, CT,
2.00% due 4/8/05		12,000		12,055,343
Philadelphia,
Pennsylvania,
School District,
3.00% due 6/30/05		7,500		7,584,873
				87,433,595
Variable Rate Demand Notes* — 66.5%
ABN-Amro Munitops
Certificates Trust,
due 4/5/06		16,000		16,000,000
ABN-Amro Munitops
Certificates Trust, AMT
due 7/5/06		9,000		9,000,000
ABN-Amro Munitops
Certificates Trust,
due 3/7/07		4,000		4,000,000
ABN-Amro Munitops
Certificates Trust,
due 7/4/07		5,000		5,000,000
ABN-Amro Munitops
Certificates Trust,
due 9/1/09		4,965		4,965,000
ABN-Amro Munitops
Certificates Trust,
due 12/1/09		15,000		15,000,000
ABN-Amro Munitops
Certificates Trust,
due 2/1/11		8,590		8,590,000
Akron Bath Copley,
Ohio, Hospital
District Revenue,
due 11/1/34		15,000		15,000,000
Alaska State Housing
Finance Corp.,
due 6/1/07		11,850		11,850,000
Arapahoe County,
Colorado, Water &
Wastewater Revenue,
due 6/1/08	$	4,720		4,720,000
Atlanta, Georgia,
Airport Revenue,
due 1/1/30		35,500		35,500,000
Atlanta, Georgia, Water
& Wastewater
Revenue,
due 11/1/33		6,000		6,000,000
Calcasieu Parish,
Louisiana, Industrial
Development Board,
AMT,
due 6/1/25		3,400		3,400,000
California Housing
Finance Agency
Revenue, AMT,
due 2/1/32		6,300		6,300,000
Charleston, South
Carolina, Waterworks
and Sewer Revenue,
due 1/1/33		8,000		8,000,000
Chattanooga,Tennessee,
Health Education and
Housing,
due 11/1/18		10,000		10,000,000
Chicago, Illinois,
due 1/1/23		29,996		29,996,000
Chicago, Illinois,
Multi-Family Housing
Revenue,
due 7/15/39		12,000		12,000,000
Chicago, Illinois, O’Hare
International Airport
Revenue,
due 9/11/09		1,330		1,330,000
Chicago, Illinois, O’Hare
International Airport
Revenue,
due 7/1/10		17,150		17,150,000
Cincinnati, Ohio, City
School District,
due 6/1/10		3,855		3,855,000
Clarksville,Tennessee,
Public Building
Authority,
due 7/1/31		4,210		4,210,000
Clarksville,Tennessee,
Public Building
Authority,
due 7/1/34		1,300		1,300,000
Cleveland, Cuyahoga
County, Ohio,
due 1/1/33		20,000		20,000,000

28

Tax Free Reserves Portfolio
S C H E D U L E   O F   I N V E S T M E N T S (Continued)	August 31, 2004
	Principal
	Amount
Issuer	(000’s omitted)			Value
Variable Rate Demand
Notes* — 66.5% (cont’d.)
Delaware State
Economic
Development
Authority,
due 12/1/15	$	25,000	$	25,000,000
Detroit, Michigan, City
School District,
due 5/1/11		1,750		1,750,000
District of Columbia
Revenue,
due 3/1/28		2,680		2,680,000
Du Page County, Illinois,
due 4/1/30		9,700		9,700,000
Du Page County, Illinois,
due 10/15/38		15,000		15,000,000
Elmhurst, Illinois,
due 7/1/18		3,800		3,800,000
Everett, Washington,
due 12/1/21		2,600		2,600,000
Forsyth County,
Georgia, Development
Authority Revenue,
due 9/1/25		5,000		5,000,000
Franklin County, Ohio,
Hospital Revenue,
due 11/1/25		21,955		21,955,000
Franklin County, Ohio,
Hospital Revenue,
due 11/1/33		20,000		20,000,000
Fulton County, Georgia,
Development
Authority Revenue,
due 12/1/12		2,000		2,000,000
Georgia Municipal Gas
Authority,
due 1/1/08		56,185		56,185,000
Golden State Tobacco
Securitization,
due 6/1/33		6,000		6,000,000
Greeneville,Tennessee,
Health & Educational
Facilities Board
Revenue, AMT
due 8/1/32		20,000		20,000,000
Gulf Coast Waste
Disposal Authority,
Texas Pollution
Control Revenue,
due 5/1/23		4,300		4,300,000
Gwinnett County,
Georgia, Hospital
Authority Revenue,
due 7/1/32		10,000		10,000,000
Gwinnett County,
Georgia, Industrial
Development
Revenue,
due 5/1/22	$	10,000	$	10,000,000
Harris County,Texas,
Health Facilities
Development,
due 9/1/31		1,500		1,500,000
Hillsborough County,
Florida, School Board,
due 1/1/12		7,000		7,000,000
Illinois Housing
Development
Authority, AMT
due 5/1/27		8,920		8,920,000
Illinois Housing
Development
Authority, AMT
due 8/1/34		7,000		7,000,000
Illinois State,
due 11/1/16		10,355		10,355,000
Indiana State
Development
Finance Authority,
Environmental
Revenue, AMT
due 8/1/39		11,000		11,000,000
Los Angeles, California,
Water & Power
Revenue,
due 7/1/35		3,000		3,000,000
Lower Neches Valley
Authority,Texas,
Pollution Control
Revenue,
due 2/15/17		10,000		10,000,000
Lower Neches Valley
Authority,Texas,
Pollution Control
Revenue,
due 4/1/29		8,600		8,600,000
Maine Health and
Higher Educational
Facilities,
due 7/1/19		2,460		2,460,000
Maine State Housing
Authority Mortgage
Purchase,
due 5/15/07		5,540		5,540,000
Manatee County, Florida,
Housing Finance
Authority, AMT
due 1/15/37		10,000		10,000,000

29

Tax Free Reserves Portfolio
S C H E D U L E   O F   I N V E S T M E N T S (Continued)	August 31, 2004
	Principal
	Amount
Issuer	(000’s omitted)			Value
Variable Rate Demand
Notes* — 66.5% (cont’d.)
Maryland State Health
and Higher
Educational Facilities
Authority,
due 7/1/23	$	11,805	$	11,805,000
Massachusetts State,
due 1/1/17		14,425		14,425,000
Massachusetts State,
due 8/1/19		21,295		21,295,000
Massachusetts State
Health and
Educational Facilities,
due 7/1/29		6,280		6,280,000
Massachusetts State
Industrial Finance
Agency,
due 11/1/25		1,855		1,855,000
Memphis,Tennessee,
Electrical System
Revenue,
due 12/1/10		9,250		9,250,000
Memphis,Tennessee,
Electrical System
Revenue,
due 12/1/11		19,485		19,485,000
Metropolitan
Government,
Nashville and
Davidson County,
Tennessee, Health
and Educational
Facility Board,
due 10/1/32		145		145,000
Metropolitan
Transportation
Authority, New York,
Revenue,
due 11/1/34		10,000		10,000,000
Michigan State,
due 9/15/08		14,000		14,000,000
Milwaukee, Wisconsin,
Redevelopment
Authority,
Multi-Family Housing
Revenue,
due 12/1/30		1,000		1,000,000
Minnesota State Higher
Education Facilities
Authority Revenue,
due 10/1/30		2,200		2,200,000
Minnetonka, Minnesota,
Multi-Family Housing
Revenue,
due 11/15/31		5,000		5,000,000
Missouri State, Health
and Educational
Facilities Revenue,
due 6/1/26	$	6,585	$	6,585,000
Montgomery County,
Tennessee, Public
Building Authority
Pooled Financing
Revenue,
due 7/1/34		7,000		7,000,000
Morristown,Tennessee,
Industrial
Development
Board, AMT,
due 2/1/15		4,250		4,250,000
Murray City, Utah,
Hospital Revenue,
due 5/15/36		11,000		11,000,000
New Hanover County,
North Carolina,
due 3/1/14		2,250		2,250,000
New Hanover County,
North Carolina,
due 3/1/15		2,250		2,250,000
New Hanover County,
North Carolina,
due 3/1/16		2,250		2,250,000
New York State Local
Government
Assistance Corp,
due 4/1/21		200		200,000
North Carolina Capital
Facilities Finance
Agency,
due 9/1/31		1,100		1,100,000
North Carolina Medical
Care Commission,
due 6/1/30		25,000		25,000,000
Oakland, California,
due 1/15/32		4,100		4,100,000
Ohio State Air Quality
Development
Authority Revenue,
AMT,
due 6/1/24		9,000		9,000,000
Palm Beach County,
Florida, Health
Facilities Authority
Revenue,
due 12/1/31		1,400		1,400,000
Pennsylvania Housing
Finance Agency, AMT
due 4/1/34		25,000		25,000,000
Pennsylvania State,
due 12/1/08		6,745		6,745,000
Pennsylvania State
Turnpike Commission,
due 6/1/11		4,995		4,995,000

30

Tax Free Reserves Portfolio
S C H E D U L E   O F   I N V E S T M E N T S (Continued)	August 31, 2004
	Principal
	Amount
Issuer	(000’s omitted)				Value
Variable Rate Demand
Notes* — 66.5% (cont’d.)
Rhode Island State
Health and
Educational Building
Corp.,
due 10/1/31	$	2,700		$	2,700,000
Rhode Island State
Industrial Facilities
Corp., AMT,
due 11/1/05		1,060			1,060,000
Rockdale County,
Georgia, Hospital
Authority,
due 10/1/33		14,700			14,700,000
Roswell, Georgia,
Multi-Family Housing
Authority,
due 8/1/27		2,500			2,500,000
Sevier County,
Tennessee, Public
Building Authority,
due 6/1/17		1,125			1,125,000
South Carolina
Education Facilities
Authority,
due 12/1/22		9,700			9,700,000
South Carolina Jobs
Economic
Development
Authority,
due 11/1/31		46,400			46,400,000
South Carolina
Transportation
Infrastructure
Revenue,
due 10/1/21		2,495			2,495,000
South Dakota Housing
Development
Authority,
due 5/1/34		27,000			27,000,000
South Dakota State
Health and
Educational Facilities
Authority,
due 9/1/27		22,800			22,800,000
Stevenson, Alabama,
Industrial
Development,
Board Revenue, AMT,
due 2/1/34		15,000			15,000,000
Tarrant County,Texas,
Health Facilities
Development,
due 11/15/26		915			915,000
University of Toledo,
Ohio,
due 6/1/32		9,000			9,000,000
Verona, Wisconsin,
Industrial
Development
Revenue,
due 5/1/24	$	5,500		$	5,500,000
Virginia College
Building Authority,
due 9/1/18		4,970			4,970,000
Washington State,
due 1/1/09		3,300			3,300,000
Washington State
Housing Finance
Revenue,
due 1/15/38		5,250			5,250,000
Washington State
Public Power Supply,
due 1/1/05		6,700			6,700,000
Washington State
Public Power Supply,
due 7/1/07		9,600			9,600,000
William S. Hart Union
High School District,
California,
due 1/15/25		7,165			7,165,000
Wisconsin Housing &
Economic
Development
Authority, Home
Ownership Revenue,
AMT
due 9/1/35		10,000			10,000,000
Wisconsin State Health
& Educational
Facilities Authority
Revenue,
due 12/1/29		11,900			11,900,000
Wyoming Building
Corporation
Revenue,
due 10/1/18		2,900			2,900,000
					1,007,056,000
Total Investments,
at Amortized Cost
Other Assets,		96.1	%		$1,455,572,286
Less Liabilities		3.9			59,680,025
Net Assets		100.0	%		$1,515,252,311
AMT — Subject to Alternative Minimum Tax
* Variable rate demand notes have a demand
feature under which the Fund could tender
them back to the issuer on no more than
7 days notice.
See Notes to Financial Statements.

31

Tax Free Reserves Portfolio
S TAT 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, 2004
ASSETS:
Investments, at amortized cost (Note 1A)	$	1,455,572,286
Cash		797,505
Receivable for securities sold		77,282,929
Interest receivable		5,079,842
Total Assets		1,538,732,562
LIABILITIES:
Payable for securities purchased		23,011,820
Management fees payable (Note 2)		171,435
Accrued expenses and other liabilities		296,996
Total Liabilities		23,480,251
Total Net Assets	$	1,515,252,311
REPRESENTED BY:
Capital paid in excess of par value	$	1,515,252,311
See Notes to Financial Statements.

32

Tax Free Reserves Portfolio
S TAT E M E N T O F  O P E R AT I O N S
For the Year Ended August 31, 2004
INTEREST (NOTE 1):				$	17,411,962
EXPENSES
Management fee (Note 2)	$	3,302,870
Custody and fund accounting fees		343,987
Audit and legal		93,453
Trustees’ fees		81,455
Other		3,389
Total Expenses		3,825,154
Less: management fee waived (Note 2)		(1,342,971	)
fees paid indirectly (Note 1)		(2,519	)
Net Expenses					2,479,664
Net Investment Income					14,932,298
Net Realized Loss From Investment Transactions					(43,456	)
Increase in Net Assets From Operations				$	14,888,842
See Notes to Financial Statements.

33

Tax Free Reserves Portfolio
S TAT 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
	Years Ended August 31,
		2004			2003
OPERATIONS:
Net investment income	$	14,932,298		$	17,674,827
Net realized loss		(43,456	)		(62,203	)
Increase in Net Assets From Operations		14,888,842			17,612,624
CAPITAL TRANSACTIONS:
Proceeds from contributions		6,546,018,606			4,803,864,491
Value of withdrawals	(6,556,217,111		)		(4,776,289,886	)
Increase (Decrease) in Net Assets
From Capital Transactions		(10,198,505	)		27,574,605
Increase in Net Assets		4,690,337			45,187,229
NET ASSETS:
Beginning of year		1,510,561,974			1,465,374,745
End of year	$	1,515,252,311		$	1,510,561,974
See Notes to Financial Statements.

34

Tax Free Reserves Portfolio
F I N A N C I A L   H I G H L I G H T S
						Years Ended August 31,
		2004			2003			2002			2001			2000
Ratios/Supplemental Data:
Net Assets, End of Year
(000’s omitted)		$	1,515,252		$	1,510,562		$	1,465,375		$	752,379		$	675,492
Ratios to Average Net Assets:
Expenses†			0.15	%		0.15	%		0.15	%		0.15	%		0.15	%
Expenses after fees paid indirectly			0.15	%		0.15	%		0.15	%		0.15	%		0.15	%
Net investment income			0.90	%		1.14	%		1.64	%		3.48	%		3.77	%
Total Return			0.91	%		1.17	%		1.72	%		3.56	%		3.84	%
Note: If the Portfolio’s Manager had not voluntarily waived all or a portion of its fees from the Portfolio,
and the expenses were not reduced for fees paid indirectly, the ratios would have been as follows:
Ratios to Average Net Assets:
Expenses			0.23	%		0.24	%		0.24	%		0.29	%		0.29	%
Net investment income			0.82	%		1.05	%		1.55	%		3.34	%		3.63	%
†	The ratio of expenses to average net assets will not exceed 0.15% as a result of a voluntary expenselimitation, which may be terminated at any time.

See Notes to Financial Statements.

35

Tax Free 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. Organization and Significant Accounting Policies

Tax Free Reserves Portfolio (the “Portfolio”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a no-load, non-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 shares of beneficial interest in the Portfolio. Citi Fund Management Inc. (the “Manager”) acts as the Investment Manager.

The following are significant accounting policies consistently followed by the Portfolio and are in conformity with U.S. generally accepted acounting principles (”GAAP”):

    A. Valuation of Investments. Money market instruments are valued at amortized cost, which the Trustees have determined in good faith constitutes fair value. The Portfolio’s use of amortized cost is subject to the Portfolio’s compliance with certain conditions as specified under the 1940 Act.

     B. Investment Income and Expenses. Investment 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. Expenses of the Portfolio are accrued daily.

     C. IncomeTaxes. The Portfolio is classified as a partnership for Federal income tax purposes. As such, each investor in the Portfolio is treated as an owner of its proportionate share of the net assets, income, expenses and realized gains and losses of the Portfolio. Therefore, no Federal income tax provision is required. It is intended that the Portfolio’s assets will be managed so that an investor in the Portfolio can satisfy the requirements of subchapter M of the Internal Revenue Code.

     D. 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.

     E. Use of Estimate. The preparation of financial statements in accordance with GAAP 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.

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

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 the annual rate of 0.20% of the Funds’ average daily net assets. The management fee amounted to $3,302,870, of which $1,342,971 was

36

Tax Free 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)

voluntarily waived for the year ended August 31, 2004. Such waiver is voluntary and may be terminated at any time at the discretion of the manager.

The Portfolio pays no compensation directly to any Trustee or any officer who is affil-iated 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, and maturities and sales of money market instruments, exclusive of securities purchased subject to repurchase agreements, aggregated $13,905,773,658 and $13,935,164,687, respectively, for the year ended August 31, 2004.

4. Federal Income Tax Basis of Investment Securities

The cost of investment securities owned at August 31, 2004, for federal income tax purposes, amounted to $1,455,572,286.

5.Trustee Retirement Plan

The Trustees of the Portfolio have adopted a Retirement Plan for all Trustees who are not “interested persons” of the Portfolio, 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 were 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 ben-efit 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). Benefits under the Plan are unfunded. Two former Trustees are currently receiving payments under the plan. In addition, two other former Trustees received a lump sum payment under the plan during this period. The Portfolio’s allocable share of the expenses of the Plan for the year ended August 31, 2004 was $58,368.

6. Additional Information

In connection with an investigation previously disclosed by Citigroup, the Staff of the Securities and Exchange Commission (“SEC”) has notified Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the Portfolio’s investment manager and other investment advisory companies; Citicorp Trust Bank (“CTB”), an affiliate of CAM; Thomas W. Jones, the former CEO of CAM; and two other individuals, one of whom is an employee and the other of whom is a former employee of CAM, that the SEC Staff is considering recommending a civil injunctive action and/or an administrative proceeding against each of them relating to the creation and operation of an internal transfer agent unit to serve various CAM-managed funds.

In 1999, CTB entered the transfer agent business. CTB hired an unaffiliated subcontractor to perform some of the transfer agent services. The subcontractor, in

37

Tax Free 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)

exchange, had signed a separate agreement with CAM in 1998 that guaranteed investment management revenue to CAM and investment banking revenue to a CAM affiliate. The sub-contractor’s business was later taken over by PFPC Inc., and at that time the revenue guarantee was eliminated and a one-time payment was made by the subcontractor to a CAM affiliate.

CAM did not disclose the revenue guarantee when the boards of various CAM-managed funds hired CTB as transfer agent. Nor did CAM disclose to the boards of the various CAM-managed funds the one-time payment received by the CAM affil-iate when it was made.

In addition, the SEC Staff has indicated that it is considering recommending action based on the adequacy of the disclosures made to the fund boards that approved the transfer agency arrangement, CAM’s initiation and operation of, and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.

Citigroup is cooperating fully in the investigation and will seek to resolve the matter in discussions with the SEC Staff. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Portfolio. As previously disclosed, CAM has already agreed to pay the applicable funds, primarily through fee waivers, a total of approximately $17 million (plus interest) that is the amount of the revenue received by Citigroup relating to the revenue guarantee.

The Portfolio did not implement the contractual arrangement described above and therefore will not receive any portion of such payment.

38

Tax Free Reserves Portfolio 
R E P O RT   O F   I N D E P E N D E N T    R E G I S T E R E D    P U B L I C 
A C C O U N T I N G   F I R M 

To the Trustees and Investors of 
Tax Free Reserves Portfolio: 

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Tax Free Reserves Portfolio (a New York Trust) as of August 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two year period then ended, and the financial highlights for each of the years in the four year period then ended. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended August 31, 2000 was audited by other auditors whose report thereon, dated October 4, 2000, expressed an unqualified opinion on the financial highlights.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2004 by correspondence with the custodian. As to securities purchased or sold but not yet received or delivered, we performed other appropriate procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Tax Free Reserves Portfolio as of August 31, 2004, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two year period then ended, and the financial highlights for each of the years in the four year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

New York, New York
October 22, 2004

39

Tax Free 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 20 through 25 of this report.

40

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 Jane F.
         Dasher, 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 Ms. Dasher as the Audit Committee's financial expert. Ms.
         Dasher is an "independent" Trustee pursuant to paragraph (a)(2) of Item
         3 to Form N-CSR.


Item 4.  Principal Accountant Fees and Services

(a)      Audit Fees for the Tax Free Reserves Portfolio of $19,000 and $19,000
         for the years ended 8/31/04 and 8/31/03.

(b)      Audit-Related Fees for the Tax Free Reserves Portfolio of $0 and $0 for
         the years ended 8/31/04 and 8/31/03.

(c)      Tax Fees for Tax Free Reserves Portfolio of $2,500 and $2,500 for the
         years ended 8/31/04 and 8/31/03. These amounts represent aggregate fees
         paid for tax compliance, tax advice and tax planning services, which
         include (the filing and amendment of federal, state and local income
         tax returns, timely RIC qualification review and tax distribution and
         analysis planning) rendered by the Accountant to Tax Free Reserves
         Portfolio

(d)      All Other Fees for Tax Free Reserves Portfolio of $0 and $0 for the
         years ended 8/31/04 and 8/31/03.

(e)      (1) Audit Committee's pre-approval policies and procedures described in
         paragraph (c) (7) of Rule 2-01 of Regulation S-X.

         The Charter for the Audit Committee (the "Committee") of the Board of
         each registered investment company (the "Fund") advised by Smith Barney
         Fund Management LLC or Salomon Brothers Asset Management Inc or one of
         their affiliates (each, an "Adviser") requires that the Committee shall
         approve (a) all audit and permissible non-audit services to be provided
         to the Fund and (b) all permissible non-audit services to be provided
         by the Fund's independent auditors to the Adviser and any Covered
         Service Providers if the engagement relates directly to the operations
         and financial reporting of the Fund. The Committee may implement
         policies and procedures by which such services are approved other than
         by the full Committee.

         The Committee shall not approve non-audit services that the Committee
         believes may impair the independence of the auditors. As of the date of
         the approval of this Audit Committee Charter, permissible non-audit
         services include any professional services (including tax services),
         that are not prohibited services as described below, provided to the
         Fund by the independent auditors, other than those provided to the Fund
         in connection with an audit or a review of the financial statements of
         the Fund. Permissible non-audit services may not include: (i)
         bookkeeping or other services related to the accounting records or
         financial statements of the Fund; (ii) financial information systems
         design and implementation; (iii) appraisal or valuation services,
         fairness opinions or contribution-in-kind reports; (iv) actuarial
         services; (v) internal audit outsourcing services; (vi) management
         functions or human resources; (vii) broker or dealer, investment
         adviser or investment banking services; (viii) legal services and
         expert services unrelated to the audit; and (ix) any other service the
         Public Company Accounting Oversight Board determines, by regulation, is
         impermissible.

         Pre-approval by the Committee of any permissible non-audit services is
         not required so long as: (i) the aggregate amount of all such
         permissible non-audit services provided to the Fund, the Adviser and
         any service providers controlling, controlled by or under common
         control with the Adviser that provide ongoing services to the Fund
         ("Covered Service Providers") constitutes not more than 5% of the total
         amount of revenues paid to the independent auditors during the fiscal
         year in which the permissible non-audit services are provided to (a)
         the Fund, (b) the Adviser and (c) any entity controlling, controlled by
         or under common control with the Adviser that provides ongoing services
         to the Fund during the fiscal year in which the services are provided
         that would have to be approved by the Committee; (ii) the permissible
         non-audit services were not recognized by the Fund at the time of the
         engagement to be non-audit services; and (iii) such services are
         promptly brought to the attention of the Committee and approved by the
         Committee (or its delegate(s)) prior to the completion of the audit.

         (2) For the Tax Free Reserves Portfolio, the percentage of fees that
         were approved by the audit committee, with respect to: Audit-Related
         Fees were 100% and 100% for the years ended 8/31/04 and 8/31/03; Tax
         Fees were 100% and 100% for the years ended 8/31/04 and 8/31/03; and
         Other Fees were 100% and 100% for the years ended 8/31/04 and 8/31/03.

(f)      N/A

(g)      Non-audit fees billed by the Accountant for services rendered to Tax
         Free Reserves Portfolio and CAM and any entity controlling, controlled
         by, or under common control with CAM that provides ongoing services to
         Tax Free Reserves Portfolio were $2.8 million and $6.4 million for the
         years ended 8/31/04 and 8/31/03.

(h)      Yes. The Tax Free Reserves Portfolio's Audit Committee has considered
         whether the provision of non-audit services that were rendered to
         Service Affiliates which were not pre-approved(not requiring
         pre-approval) is compatible with maintaining the Auditor's
         independence. All services provided by the Accountant to the Tax Free
         Reserves Portfolio or to Service Affiliates which were required to be
         pre-approved as required.


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.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.

ITEM 10. 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 11. EXHIBITS.

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

                  Exhibit 99.CODE ETH

         (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.

TAX FREE RESERVES PORTFOLIO


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

Date: November 9, 2004

     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
      TAX FREE RESERVES PORTFOLIO

Date: November 9, 2004


By:   /s/ Frances M. Guggino
      (Frances M. Guggino)
      Chief Financial Officer of
      TAX FREE RESERVES PORTFOLIO

Date: November 9, 2004

EX-99.CODE ETH

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:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  
• 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;
  
• compliance with applicable laws and governmental rules and regulations;
  
• the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
  
• 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:

• not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting ( e.g. through fraudulent accounting practices) by the Company whereby the Covered Officer¹ would benefit personally to the detriment of the Company; or
  

• 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
  
• 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.
  
• 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:

• 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.

• 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;
  
• 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
  
• 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:

• 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;
  
• annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;
  
• annually disclose affiliations and other relationships related to conflicts of interest;
  
• 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
  
• 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:

• the Compliance Officer will take all appropriate action to investigate any potential violation of which he becomes aware;
  
• if, after investigation the Compliance Officer believes that no violation has occurred, the Compliance Officer is not required to take any further action;
  

• 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”)
  
• 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
  
• 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. Waivers²

     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

CERTIFICATIONS PURSUANT TO SECTION 302 EX-99.CERT
CERTIFICATIONS
I, R. Jay Gerken, certify that:
1.	I have reviewed this report on Form N-CSR of Tax Free 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:	November 9, 2004	/s/ R. Jay Gerken
		R. Jay Gerken
		Chief Executive Officer

I, Frances M. Guggino, certify that:
1.	I have reviewed this report on Form N-CSR of Tax Free 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:	November 9, 2004	/s/ Frances M. Guggino
		Frances M. Guggino
		Chief Financial Officer

EX-99.906CERT

CERTIFICATIONS PURSUANT TO SECTION 906
EX-99.906CERT

CERTIFICATION

R. Jay Gerken, Chief Executive Officer, and Frances M. Guggino, Chief Financial Officer of Tax Free Reserves Portfolio (the “Registrant”), each certify to the best of his knowledge that:

     1.       The Registrant’s periodic report on Form N-CSR for the period ended August 31, 2004 (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 Financial Officer
Tax Free Reserves Portfolio	Tax Free Reserves Portfolio
/s/ R. Jay Gerken	/s/ Frances M. Guggino
R. Jay Gerken	Frances M. Guggino
Date: November 9, 2004	Date: November 9, 2004

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