SMITH BARNEY CONCERT SERIES INC.
VINTAGE HIGH GROWTH PORTFOLIO
VINTAGE GROWTH PORTFOLIO
VINTAGE BALANCED PORTFOLIO
VINTAGE INCOME PORTFOLIO
VINTAGE CONSERVATIVE PORTFOLIO

FORM OF ASSET ALLOCATION AND ADMINISTRATION AGREEMENT

	AGREEMENT, made this ___th day of __________ 1996 between Smith 
Barney Concert Series Inc., a Maryland corporation (the "Fund"), with 
respect to the _______ Portfolio (the "Portfolio") and Travelers 
Investment Adviser, Inc.,  a Delaware corporation  ("TIA").

W I T N E S S E T H: 

	WHEREAS, the Portfolio is a series of the Fund which will operate 
as an open-end management investment company registered under the 
Investment Company Act of 1940, as amended, and the rules thereunder 
(the "1940 Act"); and

	WHEREAS, the Fund has been organized for the purpose of investing 
its assets in open-end management investment companies or series thereof 
that are or will be part of a group of investment companies that holds 
itself out to investors as related companies for purposes of investment 
and investor services (i) for which Smith Barney Inc. ("Smith Barney") 
or any entity controlling, controlled by, or under common control with 
Smith Barney now or in the future acts as principal underwriter or (ii) 
for which Smith Barney, Smith Barney Mutual Funds Management Inc. 
("SBMFM") or Smith Barney Strategy Advisers Inc. ("SBSA") or any entity 
controlling, controlled by, or under common control with Smith Barney, 
SBMFM or SBSA now or in the future acts as investment adviser 
(collectively, the "Underlying Smith Barney Funds"), as well as 
repurchase agreements and desires to avail itself of the experience, 
sources of information, advice, assistance and facilities available to 
TIA and to have TIA perform for it various asset allocation and 
administration services; and TIA is willing to furnish such advice and 
services on the terms and conditions hereinafter set forth; 

	NOW, THEREFORE, in consideration of the premises and mutual 
covenants herein contained, it is agreed as follows: 

	1.	The Fund on behalf of the Portfolio hereby appoints TIA to 
act as investment manager to the Portfolio on the terms set forth in 
this Agreement.  TIA accepts such appointment and agrees to render the 
services herein described, for the compensation herein provided.  TIA is 
hereby authorized to retain affiliated third parties and is hereby 
authorized to delegate some or all of its administration duties and 
obligations hereunder to such persons provided that such persons shall 
remain under the general supervision of TIA.

	2.	Subject to the supervision of the Board of Directors of the 
Fund (the "Board"), TIA shall manage the investment of the Portfolio's 
assets and provide investment research advice and supervision of the 
Portfolio's investments in accordance with the Portfolio's investment 
objective, policies and restrictions as stated in the Fund's 
Registration Statement under the 1940 Act as it may be amended from time 
to time (the "Registration Statement"), and subject to the following 
understandings: 

	(a)	TIA shall provide supervision of the Portfolio's investments 
and determine from time to time the investments or securities that 
will be purchased, retained or sold by the Portfolio. TIA shall 
determine the percentage of the Portfolio's assets invested from 
time to time in each Underlying Smith Barney Fund selected by the 
Board pursuant to the investment objective and policies of the 
Portfolio as set forth in the prospectus forming part of the 
Registration Statement and in repurchase agreements.  TIA shall 
allocate investments for the Portfolio among the Underlying Smith 
Barney Funds and repurchase agreements based on factors it 
considers relevant, including its outlook for the economy, 
financial markets and the relative performance of the Underlying 
Smith Barney Funds.  The allocation among the Underlying Smith 
Barney Funds shall be made within investment ranges established by 
the Board, which will designate minimum and maximum percentages 
for each of the Underlying Smith Barney Funds.

	TIA will also make recommendations to the Board concerning changes 
to (i) the Underlying Smith Barney Funds in which the Portfolio 
may invest, (ii) the percentage range of assets that may be 
invested by the Portfolio in any one Underlying Smith Barney Fund 
and (iii) the percentage range of assets of the Portfolio that may 
be invested in equity funds and fixed income funds (including 
money market funds). 

	(b)	TIA shall use its best judgment in the performance of its 
duties under this Agreement. 

	(c)	TIA undertakes to perform its duties and obligations under 
this Agreement in conformity with the Registration Statement, with 
the requirements of the 1940 Act and all other applicable Federal 
and state laws and regulations and with the instructions and 
directions of the Board. 

	(d)	TIA shall maintain such books and records with respect to 
the Portfolio's investments transactions and such books and 
records required to be maintained by TIA pursuant to the Rules of 
the Securities and Exchange Commission ("SEC") under the 1940 Act 
and TIA shall render to the Board such periodic and special 
reports as the Board may reasonably request.  TIA agrees that all 
records that it maintains for the Portfolio or the Fund are the 
property of the Fund and it will surrender promptly to the Fund on 
behalf of the Portfolio any of such records upon the Fund's 
request. 

	(e)	TIA will (i) maintain office facilities for the Fund, (ii) 
furnish the Portfolio with statistical and research data, clerical 
help and accounting, data processing, bookkeeping, internal 
auditing and legal services and certain other services required by 
the fund and the Portfolio, (iii) prepare reports to each 
Portfolio's shareholders and (iv) prepare tax returns, reports to 
and filings with the SEC and state Blue Sky authorities. 

	3.	TIA will bear all of the expenses of its employees and 
overhead in connection with its duties under this Agreement. TIA will 
also bear all expenses incurred in the operation of the Portfolio other 
than the management fee payable under this Agreement, the fees payable 
pursuant to the plan adopted pursuant to Rule 12b-1 under the 1940 Act 
and extraordinary expenses (such as costs of litigation to which the 
Fund is a party and of indemnifying officers and Directors of the Fund), 
which will be borne by the Portfolio.  The expenses to be borne by TIA 
include taxes, interest, brokerage fees and commissions, if any; fees of 
the Fund's directors, salaries of all officers and employees who are 
employed by both it and the Fund, SEC fees and state Blue Sky 
qualification fees; charges of custodians; transfer agent, registrar and 
dividend disbursing agent's fees; certain insurance premiums; outside 
auditing and legal expenses; costs of maintenance of corporate 
existence; investor services (including allocated telephone and 
personnel expenses); and costs of preparation and printing of the 
prospectus and statement of additional information relating to the 
Portfolio; cost of printing and mailing stock certificates, 
shareholders' reports, notices, proxy statements and reports to 
governmental offices; or directors of the Fund; expenses of membership 
in investment company associations; and expenses of fidelity bonding and 
other insurance premiums.

	4.	For the services provided and the expenses assumed pursuant 
to this Agreement, the Fund will pay to TIA out of the assets of the 
Portfolio a monthly fee in arrears equal to 0.35% per annum of the 
Portfolio's average daily net assets during the month. 

	5.	TIA shall authorize and permit any of its directors, 
officers and employees who may be elected as directors or officers of 
the Fund to serve in the capacities in which they are elected. 

	6.	TIA shall not be liable for any error of judgment or for any 
loss suffered by the Fund in connection with the matters to which this 
Agreement relates, except a loss resulting from a breach of fiduciary 
duty with respect to the receipt of compensation for services (in which 
case any award of damages shall be limited to the period and the amount 
set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from 
willful misfeasance, bad faith or gross negligence on its part in the 
performance of its duties or from reckless disregard by it of its 
obligations and duties under this Agreement. 

	7.	This Agreement shall commence upon the effectiveness of the 
Fund's Registration Statement and shall continue in effect for a period 
of two years from its effective date, and if not sooner terminated, will 
continue in effect for successive periods of 12 months thereafter, 
provided that each continuance is specifically approved at least 
annually in conformity with the requirements of the 1940 Act.  This 
Agreement may be terminated as a whole at any time by the Fund on behalf 
of the Portfolio, without the payment of any penalty, upon the vote of a 
majority of the Board or the vote of a majority of the outstanding 
voting securities (as defined in the 1940 Act) of the Portfolio, or by 
TIA, on 60 days' written notice by either party to the other.  This 
Agreement shall terminate automatically in the event of its assignment 
(as defined in the 1940 Act). 

	8.	Nothing in this Agreement shall limit or restrict the right 
of any of TIA's directors, officers, or employees who may also be a 
director, officer or employee of the Fund to engage in any other 
business or to devote his/her time and attention in part to management 
or other aspects of any business, whether of a similar or a dissimilar 
nature, nor limit or restrict the Manger's right to engage in any other 
business or to render services of any kind to any other corporation, 
firm, individual or association.  The investment management services 
provided by TIA hereunder are not to be deemed exclusive, and TIA shall 
be free to render similar services to others. 

	9.	Any notice or other communication required to be given 
pursuant to this Agreement shall be deemed duly given if delivered or 
mailed by registered mail, postage prepaid, (i) to TIA at 388 Greenwich 
Street, New York, New York 10013, Attention: Secretary; or (ii) to the 
Fund at 388 Greenwich Street, New York, New York 10013, Attention: 
Secretary. 

	10.	This Agreement shall be governed by and construed in 
accordance with the laws of the State of New York without giving effect 
to the conflict of law rules thereof. 

	IN WITNESS WHEREOF, the parties hereto have caused this instrument 
to be executed by their officers designated below as of the day and year 
first above written. 


SMITH BARNEY CONCERT SERIES INC.
TRAVELERS INVESTMENT 
on behalf of the BALANCED PORTFOLIO	ADVISER, INC.




By:	__________________________	By:________________________
	Heath B. McLendon		Heath B. McLendon
	Chairman of the Board		President


Attest:	______________________Attest: 	__________________
	Caren Cunningham		Christina T. Sydor
	Assistant Secretary		Secretary and General Counsel