FILE NO. 33-10830

 	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	__________________________________________________

	FORM N-1A
	__________________________________________________

	POST-EFFECTIVE AMENDMENT NO. 9
	To The
	REGISTRATION STATEMENT
	Under
	THE SECURITIES ACT OF 1933
	and
	THE INVESTMENT COMPANY ACT OF 1940
	__________________________________________________
	SMITH BARNEY VARIABLE ACCOUNT FUNDS
	(Exact name of Registrant as specified in Charter)

	388 Greenwich Street, New York, New York 10013
	(Address of principal executive offices)

	(212) 816-6474          
	(Registrant's telephone number)

	Christina T. Sydor
	388 Greenwich Street, New York, New York 10013
	(22nd Floor)
	(Name and address of agent for service)
	__________________________________________________
	To Register Additional Securities under Reg. 270.24e-2
 
	              CALCULATION OF REGISTRATION FEE	 		  
             
             Title of                          	Shares         
              securities being           	Being  registered         
			           Reserve Account               			 142,656          	 
              Portfolio

             U.S. Government/          			       132,537
             High Quality
            Securities Portfolio

            Income and Growth         		         	537,730           	
                Portfolio


       During its fiscal year ended December 31, 1996, the Reserve Account 
         Portfolio 
       redeemed 168,547 shares of beneficial interest. During its current 
        fiscal year, the Portfolio used 25,891 shares it redeemed
      during its fiscal  year ended December 31, 1996, for a
          reduction pursuant to Rule 24f-2(c).  The Reserve Account
          Portfolio currently is registering 142,656.  
 
   During its current fiscal year, the Reserve Account Portfolio filed no 
       other post-effective amendments for the purpose of
        reduction pursuant to Rule 24e-2(a).

   During its fiscal year ended December 31, 1996, the U.S. Government/High 
   Quality Securities Portfolio redeemed 158,102 shares of beneficial 
    interest. During its current fiscal year, the Portfolio
     used 25,565 shares it redeemed during its fiscal year ended
         December 31, 1996, for a reduction pursuant 
to 
Rule 24f-2(c).  The U.S. Government High/Quality Securities Portfolio, 
currently is registering 132,537.

During its current fiscal year, the U.S. Government/High Quality 
Securities 
Portfolio filed no other post-effective amendments for the purpose of 
reduction pursuant to Rule 24e-2(a).

During its fiscal year ended December 31, 1996, the Income and Growth 
Portfolio redeemed 838,437 shares of beneficial interest. During its 
current 
fiscal year, the Portfolio used 300,707 shares it redeemed during its 
fiscal 
year ended December 31, 1996, for a reduction pursuant to Rule 24f-2(c).  
The 
Income and Growth Portfolio, currently is registering 537,730 shares.

During its current fiscal year, the Income and Growth Portfolio filed no 
other 
post-effective amendments for the purpose of reduction pursuant to Rule 
24e-
2(a).

	Rule 24f-2 (1) Declaration:

Registrant has filed its Rule 24f-2 Notice on February 21, 1997 for its 
most 
recent fiscal year ended December 31, 1996, as Accession Number 
0000091155-97-
000086.

It is proposed that this Post-Effective Amendment will become effective 
on 
April 30, 1997 pursuant to paragraph (b) of Rule 485.


CROSS REFERENCE SHEET
	(as required by Rule 495(a))

Part A 
of Form N-1A	Prospectus Caption

1.	Cover Page		cover page

2.	Synopsis		not applicable

3.	Condensed Financial Information		"Financial Highlights"

4.	General Description of Registrant		"Shares of the Fund"
			cover page
			"Investment Objectives"
			"The Fund's Investment Program"
			"Additional Information"

5.	Management of the Fund		"Management"

6.	Capital Stock and Other Securities		"Shares of the Fund"
			"Redemption of Shares"
			cover page
			"Dividends, Automatic Reinvestment and 	
			Taxes"

7.	Purchase of Securities Being Offered			cover page
				"Management"
				"Valuation of Shares"
				"The Fund's Investment Program"

8.	Redemption or Repurchase			"Redemption of Shares"

9.	Pending Legal Proceedings			not applicable

Part B of			Statement of Additional
Form N-1A			Information Caption

10.	Cover Page			cover page

11.	Table of Contents			"Table of Contents"

12.	General Information and History			"The Fund"

13.	Investment Objectives and Policies			"Investment 
Policies"
				"Investment Restrictions"

14.	Management of the Fund			"Trustees and Officers"

15.	Control Persons and Principal
	Holders of Securities		See Prospectus - "Shares of the 
Fund"
			"Voting Rights"
				"Trustees and Officers"

16.	Investment Advisory and Other Services			See 
Prospectus - 
"Management"
		"Trustees and Officers"
			"Custodian"
			"Independent Auditors"
			"Management Agreements"	

17.	Brokerage Allocation and Other
	Practices		See Prospectus - "Management"

18.	Capital Stock and Other Securities		See Prospectus - "Shares 
of 
the Fund"
			See Prospectus - "Dividends,
			Automatic Reinvestment and Taxes"
			"Investment Policies"
			"Voting Rights"

19.	Purchase, Redemption and Pricing of
	Securities Being Offered		See Prospectus - "The Fund's
			Investment Program"
			See Prospectus - "Valuation 
			of Shares"
			"Redemption of Shares"
			"Financial Statements"

20.	Tax Status		See Prospectus - "Dividends,
			Automatic Reinvestment and Taxes"

21.	Underwriters		See Prospectus - "Management"

22.	Calculation of Performance Data		See Prospectus - 
"Performance"
			"Performance Information"

23.	Financial Statements		"Financial Statements"

PART A

SMITH BARNEY VARIABLE ACCOUNT FUNDS
388 Greenwich Street
New York, New York 10013
1-800-451-2010


		Smith Barney Variable Account Funds, (the "Fund") the 
investment 
underlying certain variable annuity and variable life insurance 
contracts, is 
an investment company offering a choice of three different Portfolios.  
Each 
Portfolio is separately managed to achieve its own investment objective.

			The Income and Growth Portfolio seeks current income 
and 
long-term growth of income and capital.  It invests 
primarily, but not exclusively, in common stocks.

			The U.S. Government/High Quality Securities Portfolio 
seeks high current income and security of principal from a 
portfolio consisting primarily of U.S. Government 
Obligations and other high quality fixed income securities.

			The Reserve Account Portfolio seeks current income 
from 
a portfolio of money market instruments and other high 
quality fixed income obligations with limited maturities and 
employs an immunization strategy to minimize the risk of 
loss of account value.

		Shares of the Fund are offered only to insurance company 
separate 
accounts (the "Separate Accounts") which fund certain variable annuity 
and 
variable life insurance contracts (the "Contracts").  The Separate 
Accounts 
invest in shares of one or more of the Portfolios in accordance with 
allocation instructions received from Contract owners.  Such allocation 
rights 
are further described in the accompanying Contract Prospectus.

		This Prospectus sets forth concisely certain information 
about the 
Fund and the Portfolios, including service fees and expenses, that 
prospective 
investors will find helpful in making an investment decision.  Investors 
are 
encouraged to read this Prospectus carefully and retain it for future 
reference.

		Additional information about the Fund is contained in a 
Statement of 
Additional Information dated April 30, 1997, that is available upon 
request 
and without charge by calling or writing the Fund at the telephone 
number or 
address set forth above or by contacting a Smith Barney Financial 
Consultant.  
The Statement of Additional Information has been filed with the 
Securities and 
Exchange Commission (the "SEC") and is incorporated by reference into 
this 
Prospectus in its entirety.

		This Prospectus should be read in conjunction with the 
prospectus for 
the Contracts.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 
SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON 
THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE 
CONTRARY 
IS A CRIMINAL OFFENSE.

The date of this Prospectus is April 30, 1997.


		The Fund is intended to provide a suitable investment for 
variable 
annuity and variable life insurance contracts (the "Contracts") and 
shares of 
the Portfolios are offered only for purchase by insurance company 
separate 
accounts as an investment for Contracts, as described in the 
accompanying 
Contract prospectus.

		Each of the Portfolios has an investment objective similar 
to an 
existing Smith Barney mutual fund.  The Income and Growth Portfolio is 
most 
similar to Smith Barney Funds' Equity Income Portfolio, the U.S. 
Government/High Quality Securities Portfolio is most similar to Smith 
Barney 
Funds' U.S. Government Securities Portfolio and the Reserve Account 
Portfolio 
is most similar to Smith Barney Funds' Income Return Account Portfolio; 
and 
the same experienced professionals who manage the Smith Barney Funds' 
Portfolios also manage the corresponding Portfolios of the Fund.

		Shares of each Portfolio are offered to Separate Accounts at 
their 
net asset value, without a sales charge, next determined after receipt 
of an 
order by an insurance company.  The offering of shares of a Portfolio 
may be 
suspended from time to time and the Fund reserves the right to reject 
any 
specific purchase order.

VALUATION OF SHARES

		The net asset value of each Portfolio's shares is determined 
as of 
the close of regular trading on the New York Stock Exchange ("NYSE"), 
which is 
currently 4:00 P.M. New York City time on each day that the NYSE is 
open, by 
dividing the Portfolio's net assets by the number of its shares 
outstanding. 
Securities that are listed or traded on a national securities exchange 
are 
valued at the last sale on the principal exchange on which they are 
listed and 
securities trading on the NASDAQ System are valued at the last sale 
reported 
as of the close of the NYSE.  If no last sale is reported, the foregoing 
securities and over-the-counter securities other than those traded on 
the 
NASDAQ System, are valued at the mean between the last reported bid and 
asked 
prices.  Fixed income obligations are valued at the mean of bid and 
asked 
prices based on market quotations for those securities or if no 
quotations are 
available, then for securities of similar type, yield and maturity.  
Short-
term investments that have a maturity of more than 60 days are valued at 
prices based on market quotations for securities of similar type, yield 
and 
maturity.  Short-term investments that have a maturity of 60 days or 
less are 
stated at cost, which approximates value.  The value of other 
investments of 
the Fund, if any, including restricted securities, will be determined in 
good 
faith at fair value under procedures established by and under the 
general 
supervision of the Trustees.


INVESTMENT OBJECTIVES

		The Fund consists of three investment portfolios, the 
"Income and 
Growth Portfolio", the "U.S. Government/High Quality Securities 
Portfolio" and 
the "Reserve Account Portfolio."  The Income and Growth Portfolio seeks 
current income and long-term growth of income and capital by investing 
primarily, but not exclusively, in common stocks.  The U.S. 
Government/High 
Quality Securities Portfolio seeks high current income and security of 
principal by investing primarily in obligations of the U.S. Government, 
its 
agencies or its instrumentalities and other high quality fixed income 
securities.  The Reserve Account Portfolio seeks current income from a 
portfolio of money market instruments and other high quality fixed 
income 
obligations with limited maturities and employs an "immunization 
strategy" 
(see below) to minimize the risk of loss of account value.  Of course, 
no 
assurance can be given that a Portfolio's objective will be achieved.




FINANCIAL HIGHLIGHTS
(for a share of beneficial interest in each series outstanding 
throughout each 
period):

The following information for the seven-year period ended December 31, 
1996 has been audited in conjunction with the annual audit of the 
financial statements of Smith Barney Variable Account Funds by KPMG 
Peat Marwick LLP, independent auditors.  The 1996 financial statements 
and the independent auditors' report thereon appear in the December 31, 
1996 Annual Report to shareholders.

				Income From Investment Operations		    
Distributions    
						Ratios to Average Net Assets
				Net Realized	Total
		Net Asset		and 	Income 	Dividends 
	Distributions		Net Assets				
		Value,	Net	Unrealized	From (loss)	from Net	from 
Net		Value,		Net Assets		Net 	Portfolio	
	Year	Beginning	Investment	Gain (Loss)	Investment	Investment
	Realized	Total	End of	Total	End of Year		Investment 
	Turnover
	Ended	of Year	Income(1)	on Investment	Operations	Income
	Gains	Distributions	 Year	Return	(000's)	Expenses(1)
	Income	Rate
	
INCOME AND GROWTH PORTFOLIO
	1996	$15.24	0.57	$2.68	$3.25	$(0.56)	$(3.24)
	$(3.80)	$14.69	21.02%	$20,812	0.74%	2.39%	30.00%
	1995	13.05	0.45	3.12	3.57	(0.44)	(0.94)	(1.38)
	15.24	27.56	29,782	0.77	2.77	46.26
	1994	14.93	0.39	(0.86)	(0.47)	(0.39)	(1.02)
	(1.41)	 13.05	(3.12)	27,484	0.75	2.49	40.41
	1993	14.36	0.57	2.02	2.59	(0.57)	(1.45)	(2.02)
	14.93	18.61	30,638	0.75	3.59	70.39
	1992	13.76	0.49	1.09	1.58	(0.50)	(0.48)	(0.98)
	14.36	11.48	26,501	0.84	3.43	57.49
	1991	10.93	0.59 	2.82	3.41	(0.58)	-	(0.58)	13.76
	31.34	23,764	0.61	4.61	31.86
	1990	12.66	0.64	(1.70)	(1.06)	(0.67)	-	(0.67)
	10.93	(8.37)	16,819	0.50	5.86	17.27

U.S. GOVERNMENT/HIGH QUALITY SECURITIES PORTFOLIO
	1996	13.66	1.22	(0.76)	(0.46)	(1.22)	-	(1.22)
	12.90	3.34	2,876	0.98	6.30	13.00
	1995	12.46	0.94	1.20	2.14	(0.94)	-	(0.94)	13.66
	17.20	4,856	0.87	6.36	0.00
	1994	13.35	0.84	(0.89)	(0.05)	(0.84)	-	(0.84)
	12.46	(0.35)	4,838	0.76	5.87	36.33
	1993	13.44	0.88	(0.08)	0.80	(0.87)	(0.02)	(0.89)
	13.35	5.91	5,450	0.74	6.09	4.06
	1992	13.45	0.88	0.05	0.93	(0.89)	(0.05)	(0.94)
	13.44	6.91	5,516	0.93	6.34	11.10
	1991	12.74	0.93	0.67	1.60	(0.87)	(0.02)	(0.89)
	13.45	12.58	4,883	0.67	7.05	12.42
	1990	12.54	0.83	0.19	1.02	(0.82)	-	(0.82)	12.74
	8.11	3,600	0.50	8.31	5.69

RESERVE ACCOUNT PORTFOLIO
	1996	12.71	1.92	(1.72)	0.20	(1.92)	-	(1.92)
	10.99	1.57	435	1.00	4.98	-
	1995	12.39	0.73	0.38	1.11	(0.74)	(0.05)	(0.79)
	12.71	8.83	2,315	0.97	5.30	16.98
	1994	12.75	0.59	(0.34)	0.25	(0.58)	(0.03)	(0.61)
	12.39	1.99	2,528	0.86	4.77	81.28
	1993	12.86	0.69	(0.10)	0.59	(0.69)	(0.01)	(0.70)
	12.75	4.59	2,615	0.98	4.90	-
	1992	13.08	0.78	(0.15)	0.63	(0.78)	(0.07)	(0.85)
	12.86	4.82	2,974	1.01	5.41	18.41
	1991	12.66	0.86	0.48	1.34	(0.89)	(0.03)	(0.92)
	13.08	10.64	3,132	0.65	6.61	23.90
	1990	12.55	0.93	0.11	1.04	(0.93)	-	(0.93)	12.66
	8.30	2,740	0.50	7.66	7.65

                      
(1)	With respect to the U.S. Gov't/High Quality Securities Portfolio, 
the Manager waived a portion of its fees as follows:  $0.02 per 
share (0.10% of average net assets) in 1992; subject to a voluntary 
waiver of the fee to the extent that the aggregate expenses of any 
Portfolio exceed 1.00% of the average daily net assets for any year, 
and with respect to the Reserve Account Portfolio the Manager waived 
all or a portion of its fees as follows: $0.15 per share (0.45% of 
average net assets) in 1996, $0.01 per share (0.05% of average net 
assets) in 1993 and $0.03 per share (0.34% of average net assets) in 
1992, subject to a voluntary waiver of the fee to the extent that 
the aggregate expenses of any Reserve Account Portfolio exceed 1.00% 
of the average daily net assets for any year.  In addition, the 
manager reimbursed the Portfolio for $19,681 in expenses for the 
year ended December 31, 1996.
	In addition, if such fees were not waived and expenses reimbursed 
the per shares decrease in net investment income and expense ratio 
would have been $0.65 and 2.97%, respectively for the year ended 
December 31, 1996. 



THE FUND'S INVESTMENT PROGRAM

		The Income and Growth Portfolio invests primarily in common 
stocks 
offering a current return from dividends and will also normally include 
some 
interest-paying fixed income securities (such as U.S. Government 
securities, 
investment grade bonds and debentures) and high quality money market 
instruments (such as commercial paper and repurchase agreements 
collateralized 
by U.S. Government securities with broker/dealers or other financial 
institutions, including the Fund's Custodian).  At least 65% of the 
Portfolios 
assets will at all times be invested in equity securities.  The 
Portfolio may 
also purchase preferred stocks and convertible securities.  Temporary 
defensive investments or a higher percentage of fixed income securities 
may be 
made when deemed advisable.  In the selection of common stock 
investments, 
emphasis is generally placed on issues with established dividend records 
as 
well as potential for price appreciation. From time to time, however, a 
portion of the assets may be invested in non-dividend paying stocks.  
The 
Portfolio may make investments in foreign securities (including EDRs, 
CDRs and 
GDRs) though management currently intends to limit such investments to 
5% of 
the Portfolio's assets and an additional 10% of its assets may be 
invested in 
American Depository Receipts ("ADR"s) representing shares in foreign 
securities that are traded in United States securities markets.  The 
value of 
an ADR closely reflects the value of the foreign security and any 
fluctuation 
in the price of the foreign security will affect the Portfolio's share 
price.  
(See "Additional Information.")

		The U.S. Government/High Quality Securities Portfolio (the 
"Government/High Quality Portfolio") invests primarily in a combination 
of (i) 
securities of the U.S. Government, its agencies or its instrumentalities 
and 
(ii) other high quality fixed income securities (including corporate 
bonds) 
rated within the two highest categories by either Standard & Poor's 
Ratings 
Group ("S&P") (AAA, AA) or Moody's Investors Service, Inc. ("Moody's") 
(Aaa, 
Aa) or if unrated, are determined to be of comparable quality by the 
Manager.  
Except when the Portfolio is in a temporary defensive investment 
position, at 
least 65% of the Portfolio's total assets will be invested in these 
securities, including the securities held subject to repurchase 
agreements.

		The Fund is subject to diversification requirements 
promulgated by 
the U.S. Treasury Department which, among other things, currently limit 
each 
Portfolio to investing no more than 55% of its total assets in any one 
investment.  See "Dividends, Distributions and Taxes."  It is 
anticipated that 
a substantial portion of the Portfolio's investments will consist of 
GNMA 
Certificates, which are mortgage-backed securities representing part 
ownership 
of a pool of mortgage loans on which timely payment of interest and 
principal 
is guaranteed by the U.S. Government.  As a hedge against changes in 
interest 
rates, the Government/High Quality Portfolio may enter into agreements 
with 
dealers in GNMA Certificates whereby the Portfolio agrees to purchase or 
sell 
an agreed-upon principal amount of GNMA Certificates at a specified 
price on a 
certain date; provided, however, that settlement occurs within 120 days 
of the 
trade date.  For more detailed information, see "Additional Information" 
on 
page 7.  The balance of the investments of the Government/High Quality 
Portfolio will be fixed income securities of private issuers and money 
market 
instruments, including certificates of deposit, bankers' acceptances, 
and 
commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by 
Moody's.

		The Reserve Account Portfolio invests in high-grade fixed 
income 
obligations (including money market instruments) with a maximum maturity 
of 
seven years.  Such obligations include U.S. Government Obligations; 
commercial 
paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's; high 
quality 
corporate notes and bonds, including floating rate issues, rated within 
the 
two highest categories by S&P or Moody's or, if not rated, of comparable 
quality as determined by the Manager; bankers' acceptances; certificates 
of 
deposit (see "Additional Information"); and securities backed by letters 
of 
credit.  Normally, a portion of the Portfolio will consist of 
investments that 
mature in two to seven years; however, it is expected there will be 
occasions 
when as much as all of the Portfolio will be invested in money market 
instruments.  This portfolio composition is intended to achieve a higher 
level 
of income than would otherwise be available from an exclusively short-
term 
portfolio with substantially less risk than that of a conventional bond 
or 
note portfolio. While minor day-to-day price fluctuations are 
unavoidable, 
measured over a three-month period, it is believed that the Portfolio's 
immunization strategy will produce sufficient income accrual during 
adverse 
market conditions to offset any potential loss in the Portfolio security 
value.

		None of the Portfolios will engage in the trading of 
securities for 
the purpose of realizing short-term profits; however, each Portfolio 
will 
adjust its portfolio as considered advisable in view of prevailing or 
anticipated market conditions and the Portfolio's investment objective.  
Investors should realize that shares of each Portfolio will fluctuate 
with the 
market value of the securities in the Portfolio.

		Each Portfolio may seek to increase its net investment 
income by 
lending its securities to brokers, dealers and other financial 
institutions 
provided such loans are callable at any time and are continuously 
secured by 
cash or U.S. Government Obligations equal to no less than the market 
value, 
determined daily, of the securities loaned.  Management will limit such 
lending to not more than one-third of the value of a Portfolio's total 
assets.  
The Portfolio will continue to be entitled to the interest payable on 
the 
loaned security and, in addition, will receive interest on the amount of 
the 
loan, less finders, administrative and custodial fees.  In the event of 
the 
bankruptcy of the other party to the transaction, a Portfolio could 
experience 
delays in recovering the securities loaned.  To the extent that, in the 
meantime, the value of the securities may have increased, the Portfolio 
could 
experience a loss.  In all cases, the Manager must find the 
creditworthiness 
of the other party to the transaction to be satisfactory under 
guidelines 
approved by the Trustees.  See the Statement of Additional Information 
for 
further information on lending of securities.

		The investment objective and policies of each Portfolio are 
non-
fundamental and, as such, may be modified by the Trustees of the Fund 
provided 
such modification is not prohibited by the investment restrictions 
(which are 
set forth in the Statement of Additional Information) or applicable law, 
and 
any such change will first be disclosed in the then current Prospectus.


DIVIDENDS, AUTOMATIC REINVESTMENT AND TAXES

		Each Portfolio of the Fund intends to qualify as a 
"regulated 
investment company" under the Internal Revenue Code (the "Code") and to 
declare and make annual distributions of substantially all of its 
taxable 
income and net taxable capital gains to its shareowners (i.e. the 
Separate 
Accounts).  Such distributions are automatically invested in additional 
shares 
of the Portfolio at net asset value and are includable in gross income 
of the 
Separate Accounts holding such shares.  See the accompanying Contract 
Prospectus for information regarding the federal income tax treatment of 
distributions to the Separate Accounts and to holders of the Contracts.

		Each Portfolio of the Fund is subject to asset 
diversification 
regulations promulgated by the U.S. Treasury Department under the Code.  
The 
regulations generally provide that, as of the end of each calendar 
quarter or 
within 30 days thereafter, no more than 55% of the total assets of the 
Portfolio may be represented by any one investment, no more than 70% by 
any 
two investments, no more than 80% by any three investments, and no more 
than 
90% by any four investments.  For this purpose all securities of the 
same 
issuer are considered a single investment.  If a Portfolio should fail 
to 
comply with these regulations, Contracts invested in that Portfolio 
would not 
be treated as annuity, endowment or life insurance contracts under the 
Code.


REDEMPTION OF SHARES

		The redemption price of the shares of each Portfolio will be 
the net 
asset value next determined after receipt by the Fund of a redemption 
order 
from a Separate Account, which may be more or less than the price paid 
for the 
shares.  The Fund will ordinarily make payment within one business day, 
though 
redemption proceeds must be remitted to a Separate Account on or before 
the 
seventh day following receipt of proper tender, except on a day on which 
the 
NYSE is closed or as permitted by the Securities and Exchange Commission 
in 
extraordinary circumstances.  Payment to the Contract owner is described 
in 
the accompanying Contract Prospectus.  

PERFORMANCE

		From time to time the Fund may include a Portfolio's total 
return, 
average annual total return, yield and current distribution return in 
advertisements and/or other types of sales literature.  These figures 
are 
based on historical earnings and are not intended to indicate future 
performance.   In addition, these figures will not reflect the deduction 
of 
the charges that are imposed on the Contracts by the Separate Account 
(see 
Contract Prospectus) which, if reflected, would reduce the performance 
quoted.  
Total return is computed for a specified period of time assuming 
reinvestment 
of all income dividends and capital gains distributions at net asset 
value on 
the ex-dividend dates at prices calculated as stated in this Prospectus, 
then 
dividing the value of the investment at the end of the period so 
calculated by 
the initial amount invested and subtracting 100%.  The standard average 
annual 
total return, as prescribed by the Securities and Exchange Commission 
("SEC"), 
is derived from this total return, which provides the ending redeemable 
value.  
Such standard total return information may also be accompanied with 
nonstandard total return information over different periods of time by 
means 
of aggregate, average, year-by-year, or other types of total return 
figures.  
The yield of a Portfolio refers to the net investment income earned by 
investments in the Portfolio over a thirty-day period.  This net 
investment 
income is then annualized, i.e., the amount of income earned by the 
investments during that thirty-day period is assumed to be earned each 
30-day 
period for twelve periods and is expressed as a percentage of the 
investments.  
The yield quotation is calculated according to a formula prescribed by 
the SEC 
to facilitate comparison with yields quoted by other investment 
companies.  
The Fund calculates current distribution return for the Income and 
Growth 
Portfolio by dividing the distributions from investment income declared 
during 
the most recent twelve months by the net asset value on the last day of 
the 
period for which current distribution return is presented. The Fund 
calculates 
current distribution return for the U.S. Government Securities Portfolio 
by 
annualizing the most recent quarterly distribution from investment 
income and 
dividing by the net asset value on the last day of the period for which 
current distribution return is presented.  The Fund calculates current 
distribution return for the Reserve Portfolio by annualizing the most 
recent 
monthly distribution and dividing by the net asset value on the last day 
of 
the period for which current distribution return is presented.  A 
Portfolio's 
current distribution return may vary from time to time depending on 
market 
conditions, the composition of its investment portfolio and operating 
expenses.  These factors and possible differences in the methods used in 
calculating current distribution return, and the charges that are 
imposed on 
the Contracts by the Separate Account, should be considered when 
comparing the 
Portfolio's current distribution return to yields published for other 
investment companies and other investment vehicles. 



MANAGEMENT

		The Trustees are responsible for the direction and 
supervision of the 
Fund's business and operations.  The Fund employs Smith Barney Mutual 
Funds 
Management Inc. (the "Manager"), a wholly-owned subsidiary of Smith 
Barney 
Holdings Inc. ("Holdings"), to manage the day to day operations of each 
Portfolio pursuant to a management agreement entered into by the Fund on 
behalf of each Portfolio.  Holdings is also the parent company of Smith 
Barney 
Inc. ("Smith Barney").

		The Manager provides each Portfolio with advice and 
assistance with 
respect to the acquisition, holding or disposal of securities and 
recommendations with respect to other aspects of the business and 
affairs of 
each Portfolio and furnishes each Portfolio with bookkeeping, accounting 
and 
administrative services, office space and equipment, and the services of 
the 
officers and employees of the Fund.  By written agreement the Research 
and 
other departments and staff of Smith Barney will furnish the Manager 
with 
information, advice and assistance and will be available for 
consultation on 
the Fund's Portfolios, thus Smith Barney may also be considered an 
investment 
adviser to the Fund.  Smith Barney services are paid for by the Manager; 
there 
is no charge to the Fund for such services. For the services provided by 
the 
Manager, the Fund pays the Manager a fee calculated at the annual rate 
of 
0.60% paid monthly of the average daily net assets of the Income and 
Growth 
Portfolio and a fee calculated at the annual rate of 0.45% paid monthly 
of the 
average daily net assets of each of the Government/High Quality 
Portfolio and 
the Reserve Account Portfolio.  The Manager has agreed to waive its fee 
to the 
extent that the aggregate expenses of any Portfolio exclusive of taxes, 
brokerage, interest and extraordinary expenses, such as litigation and 
indemnification expenses, exceed 1% of the average daily net assets for 
any 
fiscal year of the Portfolio.  The 1% voluntary expense limitation shall 
be in 
effect until it is terminated by notice to shareowners and by supplement 
to 
the then current Prospectus.  For the Fund's last fiscal year the 
management 
fee was 0.60% of the Income and Growth Portfolio's average net assets, 
0.45% 
of the U.S. Government/High Quality Portfolio's average net assets and 
0.45% 
of the Reserve Account Portfolio's average net assets; and total 
expenses were 
0.74%, 0.98% and 1.00%, respectively.

		Smith Barney distributes shares of the Fund as principal 
underwriter.  
In addition, brokerage is allocated to Smith Barney, provided that, in 
the 
judgment of the Trustees of the Fund, the commission, fee or other 
remuneration received or to be received by Smith Barney (or any 
broker/dealer 
affiliate of Smith Barney that is also a member of a securities 
exchange) is 
reasonable and fair compared to the commission, fee or other 
remuneration 
received by other brokers in connection with comparable transactions 
involving 
similar securities being purchased or sold on a securities exchange 
during the 
same or comparable period of time.  The Fund normally expects to 
allocate to 
Smith Barney between 50% and 60% of the Income and Growth Portfolio's 
transactions to be executed for such account on an agency basis.  In all 
trades to be directed to Smith Barney, the Fund has been assured that 
its 
orders will be accorded priority over those received from Smith Barney 
for its 
own account or for any of its Trustees, officers or employees.  It may 
be 
expected that the preponderance of transactions in the Government/High 
Quality 
Portfolio and the Reserve Account Portfolio will be principal 
transactions, 
and the Fund will not deal with Smith Barney in any transaction in which 
Smith 
Barney acts as principal.

		Ayako Weissman is responsible for management of the Income 
and Growth 
Portfolio, James Conroy is responsible for management of the U.S. 
Government/High Quality Securities Portfolio and Patrick Sheehan is 
responsible for the Reserve Account Portfolio, including making all 
investment 
decisions.  Ms. Weissman is Managing Director of Smith Barney and has 
been 
involved in equity investing for Smith Barney for over eight years and 
currently manages over $250 million in assets.   Mr. Conroy is Vice 
President 
of the Manager and is responsible for managing the day-to-day operations 
of 
the U.S. Government Securities Portfolio, including the making of 
investment 
decisions.  In addition, Mr. Conroy has also served as Vice President 
and 
Investment Officer of Smith Barney Managed Governments Fund Inc. since 
February 1990 and as First Vice President and Investment Officer of 
Smith 
Barney Government Securities Fund since its inception in March 1984.  
Mr. 
Sheehan is Managing Director of Smith Barney and Vice President of the 
Fund 
and of other investment companies associated with Smith Barney.  Prior 
to 
joining Smith Barney in January 1992, Mr. Sheehan was a portfolio 
manager of 
various fixed-income investment companies of Value Line Inc. from June 
1990 
through January 1992.  From January 1989 through May 1990 Mr. Sheehan 
was a 
Senior Vice President of Seamans' Bank for Savings in charge of assets & 
liability management.

		The Manager was incorporated on March 12, 1968 under the 
laws of the 
State of Delaware.  As of March 31, 1997 the Manager had aggregate 
assets 
under the management in excess of $80 billion.  The Manager, Smith 
Barney and 
Holdings are each located at 388 Greenwich Street, New York, NY  10013.  
The 
term "Smith Barney" in the title of the Fund has been adopted by 
permission of 
Smith Barney and is subject to the right of Smith Barney to elect that 
the 
Fund stop using the term in any form or combination of its name.

SHARES OF THE FUND

		The Fund, an open-end, diversified, managed investment 
company, is 
organized as a "Massachusetts business trust" pursuant to the 
Declaration of 
Trust dated December 18, 1986.  The Trustees have authorized the 
issuance of 
three series of shares, each representing shares in one of three 
separate 
Portfolio's - the Income and Growth Portfolio, the U.S. Government/High 
Quality Securities Portfolio and the Reserve Account Portfolio.  The 
Trustees 
also have the power to create additional series of shares.  The assets 
of each 
Portfolio will be segregated and separately managed.  Each share of a 
Portfolio represents an equal proportionate interest in that Portfolio 
with 
each other share of the same Portfolio and is entitled to such dividends 
and 
distributions out of the net income of that Portfolio as are declared in 
the 
discretion of the Trustees.  Shareowners are entitled to one vote for 
each 
share held and will vote by individual Portfolio except to the extent 
required 
by the Act.  As a trust, the Fund is not required to hold annual 
shareowner 
meetings, although special meetings may be called for the Fund as a 
whole, or 
a specific Portfolio, for purposes such as electing or removing 
Trustees, 
changing fundamental policies or approving a management contract.  
Shareowners 
may, in accordance with the Declaration of Trust, cause a meeting of 
shareowners to be held for the purpose of voting on the removal of 
Trustees.  
In accordance with current law and as explained further in the 
accompanying 
Contract Prospectus, the Separate Account will vote its shares in 
accordance 
with instructions received from policyowners. 

ADDITIONAL INFORMATION

		GNMA Securities.  Government National Mortgage Association 
("GNMA"), 
an agency of the United States Government, guarantees the timely payment 
of 
monthly installments of principal and interest on modified pass-through 
Certificates, whether or not such amounts are collected by the issuer of 
these 
Certificates on the underlying mortgages.  In the opinion of an 
Assistant 
Attorney General of the United States, this guarantee is backed by the 
full 
faith and credit of the United States.  Scheduled payments of principal 
and 
interest are made each month to holders of GNMA Certificates (such as 
the 
Government/High Quality Portfolio).  The average life of GNMA 
Certificates 
varies with the maturities of the underlying mortgages (with maximum 
maturities of 30 years) but is likely to be substantially less than the 
original maturity of the mortgage pools underlying the securities as a 
result 
of prepayments, refinancing of such mortgages or foreclosure.  
Unscheduled 
prepayments of mortgages are passed through to the holders of GNMA 
Certificates at par with the regular monthly payments of principal and 
interest, which have the effect of reducing future payment on such 
Certificates.

		GNMA Certificates have historically involved no credit risk; 
however, 
due to fluctuations in interest rates, the market value of such 
securities 
will vary during the period of a shareholder's investment in the 
Government/High Quality Portfolio.  Prepayments and scheduled payments 
of 
principal will be reinvested by the Fund in then available GNMA 
Certificates 
which may bear interest at a rate lower or higher than the Certificate 
from 
which the payment was received.  As with other debt securities, the 
price of 
GNMA Certificates is likely to decrease in times of rising interest 
rates; 
however, in periods of falling interest rates the potential for 
prepayment may 
reduce the general upward price increase of GNMA Certificates that might 
otherwise occur.

		Other U.S. Government Obligations.  In addition to GNMA 
Securities 
and direct obligations of the U.S. Treasury (such as Treasury Bills, 
Notes and 
Bonds), U.S. Government Obligations in which the Fund may invest 
include: (1) 
obligations of, or issued by, Banks for Cooperatives, Federal Land 
Banks, 
Federal Intermediate Credit Banks, Federal Home Loan Banks, the Federal 
Home 
Loan Bank Board, any wholly-owned Government corporation so designated 
in 
Section 9101 (3) of Title 31, or the Student Loan Marketing Association; 
(2) 
other securities fully guaranteed as to principal and interest by the 
United 
States of America; (3) other obligations of, or issued by, or fully 
guaranteed 
as to principal and interest by the Federal National Mortgage 
Association or 
any agency of the United States; and 
(4) obligations currently or previously sold by the Federal Home Loan 
Mortgage 
Corporation.

		Bank Obligations.  Obligations purchased from U.S. banks or 
other 
financial institutions that are members of the Federal Reserve System or 
the 
Federal Deposit Insurance Corporation ("FDIC") (including obligations of 
foreign branches of such members) if either: (a) the principal amount of 
the 
obligation is insured in full by the FDIC, or (b) the issuer of such 
obligation has capital, surplus and undivided profits in excess of $100 
million or total assets of $1 billion (as reported in its most recently 
published financial statements prior to the date of investment ).  These 
obligations include:

		Bankers' Acceptance:  A short-term credit instrument 
evidencing the 
obligation of a bank to 	pay a draft drawn upon it by a customer.  
This 
instrument reflects the obligation not only of 	the drawer but also of 
the bank to pay the face amount of the instrument upon maturity.

		Certificate of Deposit:  A certificate evidencing the 
obligation of a 
bank to repay funds 	deposited with it earning a specified rate of 
interest 
over a given period.

		Foreign Securities.  Such securities involve considerations 
that are 
not ordinarily associated with investing in domestic securities 
including 
currency exchange control laws, the possibility of expropriation, 
seizure, or 
nationalization of foreign assets, less liquidity and more volatility in 
foreign securities markets and the impact of political, social or 
diplomatic 
developments or the adoption of other foreign government restrictions 
that 
might adversely affect the payment of principal, interest or dividends 
on the 
securities.  Similar considerations may apply to obligations of foreign 
branches of U.S. banks and to American Depository Receipts. 

		Repurchase Agreements. A repurchase agreement arises when 
the Fund 
purchases a security for a Portfolio and simultaneously agrees to resell 
it to 
the vendor at an agreed-upon future date, normally on the next business 
day.  
The resale price is greater than the purchase price, which reflects an 
agreed-
upon rate of return for the period the Portfolio holds the security and 
which 
is not related to the coupon rate on the purchased security.  The Fund 
requires continual  maintenance of the market value of the collateral in 
amounts at least equal to the resale price, thus risk is limited to the 
ability of the seller to pay the agreed-upon amount on the delivery 
date; 
however, if the seller defaults, realization upon the collateral by the 
Fund 
may be delayed or limited or the Portfolio might incur a loss if the 
value of 
the collateral securing the repurchase agreement declines and might 
incur 
disposition costs in connection with liquidating the collateral.  A 
Portfolio 
will only enter into repurchase agreements with broker/dealers or other 
financial institutions which are deemed creditworthy by the Manager 
under 
guidelines approved by the Trustees.  It is the policy of the Fund not 
to 
invest in repurchase agreements that do not mature within seven days if 
any 
such investment together with any other illiquid assets held by the 
Portfolio 
amount to more than 10% of that Portfolio's total assets.

		Delayed Delivery. A delayed delivery transaction involves 
the 
purchase of securities at an agreed-upon price on a specified future 
date.  At 
the time the Fund enters into a binding obligation to purchase 
securities on a 
delayed delivery basis the Portfolio will establish with the Custodian a 
segregated account with assets of a dollar amount sufficient to make 
payment 
for the securities to be purchased.  The value of the securities on the 
delivery date may be more or less than their purchase price.  Securities 
purchased on a delayed delivery basis do not generally earn interest 
until 
their scheduled delivery date.


g:\funds\$sva\1997\secdocs\prosp97.doc	11

PART B



April 30, 1997

SMITH BARNEY VARIABLE ACCOUNT FUNDS
388 Greenwich Street
New York, New York  10013

STATEMENT OF ADDITIONAL INFORMATION

	Shares of the Smith Barney Variable Account Funds (the 
"Fund") are offered with a choice of three Portfolios:

	The Income and Growth Portfolio seeks current income 
and long-term growth of income and capital.  This 
Portfolio invests primarily, but not exclusively, in 
common stocks.

	The U.S. Government/High Quality Securities Portfolio 
seeks high current income and security of principal 
from a portfolio consisting primarily of U.S. 
Government Obligations and other high quality fixed 
income securities.

	The Reserve Account Portfolio seeks current income 
from a portfolio of money market instruments and other 
high quality fixed income obligations.

This Statement of Additional Information is not a Prospectus.  It is 
intended 
to provide more detailed information about the Fund as well as matters 
already 
discussed in the Prospectus and therefore should be read in conjunction 
with 
the April 30, 1997 Prospectus which may be obtained from the Fund or 
your 
Smith Barney Financial Consultant.  Shares of the Fund may only be 
purchased 
by insurance company separate accounts.

TABLE OF CONTENTS


    Page Reference In:    




Statement of 
Additional
Information



Trustees and Officers	
2 - 4



Investment Policies	
4 - 6



Investment Restrictions	
6 - 8



Performance Information	
8 - 9



Determination of Net Asset Value
	
9



Redemption of Shares	
9



Custodian	
10



Independent Auditors	
10



The Fund	
10 - 11



Management Agreements	
 11 - 13



Voting Rights	
13 

 

Financing Statements	
13 



Appendix-Ratings of Debt 
Obligations	
14 - 15





TRUSTEES AND OFFICERS

*JESSICA M. BIBLIOWICZ, President and Trustee
Executive Vice President of Smith Barney Inc. ("Smith Barney"); Director 
of 
twelve investment companies associated with Smith Barney, President of 
forty 
investment companies associated with Smith Barney; President and Chief 
Executive Officer of Smith Barney Mutual Funds Management, Inc. ("SBMFM" 
or 
the Manager).  Prior to January 1994, Director of Sales and Marketing 
for 
Prudential Mutual Funds; Prior to September 1991, Director, Salomon 
Brothers 
Inc.; Age 37.

JOSEPH H. FLEISS, Trustee
Retired, 3849 Torrey Pines Blvd., Sarasota, Florida 34238.  Director of 
ten 
investment companies associated with Smith Barney.  Formerly Senior Vice 
President of Citibank, Manager of Citibank's Bond Investment Portfolio 
and 
Money Management Desk and a Director of Citicorp Securities Co., Inc.; 
Age 79. 

DONALD R. FOLEY, Trustee
Retired, 3668 Freshwater Drive, Jupiter, Florida 33477.  Director of ten 
investment companies associated with Smith Barney.  Formerly Vice 
President of 
Edwin Bird Wilson, Incorporated (advertising); Age 74.

PAUL HARDIN, Trustee
Professor of Law at the University of North Carolina at Chapel Hill, 
University of North Carolina, 103 S. Building, Chapel Hill, North 
Carolina 
27599; Director of twelve investment companies associated with Smith 
Barney; 
and a Director of The Summit Bancorporation; Formerly, Chancellor of the 
University of North Carolina at Chapel Hill, University of North 
Carolina;  
Age 65.  

FRANCIS P. MARTIN, Trustee
Practicing physician, 2000 North Village Avenue, Rockville Centre, New 
York 
11570.  Director of ten investment companies associated with Smith 
Barney.  
Formerly President of the Nassau Physicians' Fund, Inc.; Age 72. 

*HEATH B. McLENDON, Chairman of the Board and Chief Executive Officer
Managing Director of Smith Barney ; Director of forty-one investment 
companies 
associated with Smith Barney; Chairman of  the Manager; Chairman of the 
Board 
of Smith Barney Strategy Advisors Inc.; prior to July 1993, Senior 
Executive 
Vice President of Shearson Lehman Brothers; Vice Chairman of the Board 
of 
Asset Management; Age 63. 

RODERICK C. RASMUSSEN, Trustee
Investment Counselor, 81 Mountain Road, Verona, New Jersey 07044.  
Director of 
ten investment companies associated with Smith Barney.  Formerly Vice 
President of Dresdner and Company Inc. (investment counselors); Age 70. 

JOHN P. TOOLAN, Trustee
Retired, 13 Chadwell Place, Morristown, New Jersey 07960. Director of 
ten 
investment companies associated with Smith Barney.  Formerly, Director 
and 
Chairman of the Smith Barney Trust Company, Director of Smith Barney 
Holdings 
Inc. and the Manager and Senior Executive Vice President, Director and 
Member 
of the Executive Committee of Smith Barney; Age 66. 

*LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Smith Barney, Senior Vice President and Treasurer 
of 
forty-one investment companies associated with Smith Barney, and 
Director and 
Senior Vice President of the Manager; Age 39.   



*BRUCE D. SARGENT, Vice President and Investment Officer
Managing Director of Smith Barney, Vice President and Director of the 
Manager, 
Director and Vice President of three investment companies associated 
with 
Smith Barney; Age 53.

*AYAKO WEISSMAN, Vice President and Investment Officer
Managing Director of Smith Barney and Vice President of the Manager; 
Vice 
President of three investment companies associated with Smith Barney; 
39.

*THOMAS M. REYNOLDS, Controller and Assistant Secretary
Director of Smith Barney and Controller and Assistant Secretary of 
thirty-
seven investment companies associated with Smith Barney.  Prior to 
September 
1991, Assistant Treasurer of Aquila Management Corporation and its 
associated 
investment companies; Age 37.

*CHRISTINA T. SYDOR, Secretary
Managing Director of Smith Barney and Secretary of forty-one investment 
companies associated with Smith Barney; Secretary and General Counsel of 
the 
Manager; Age 46.

On April 8, 1997, Trustees and officers owned in the aggregate less than 
1% of 
the outstanding securities of the Fund. 

___________________
*	Designates "interested persons" as defined in the Investment 
Company Act of 
1940 whose business address is 388 Greenwich Street, New York, New York  
10013.  Such persons are not separately compensated for their services 
as 
Fund officers or Trustees.

The following table shows the compensation paid by the Fund to each 
incumbent 
Trustee during the Fund's last fiscal year.  None of the officers of the 
Fund 
received any compensation from the Fund for such period. Officers and 
interested Trustees of the Fund are compensated by Smith Barney.


			                   COMPENSATION TABLE                                    
          
				Total		Pension or	 Compensation
          Numbers of
			Retirement	from Fund	Funds for
		Aggregate	Benefits Accrued	and Fund	Which Trustee
		Compensation 	as part of	Complex	Serves Within
Name of Person	from Fund	 Fund Expenses 	Paid to Trustees	Fund 
Complex
Jessica Bibliowicz*	    $0	$0	   $0	12
Joseph H. Fleiss**	1,822	0	38,000	10
Donald R. Foley**	1,822	0	37,800	10
Paul Hardin	2,137	0	76,850	12
Heath B. McLendon*	      0	0	        0 	41
Francis P. Martin 1,837	0	58,300	10
Roderick C. Rasmussen	1,837	0	58,500	10
John P. Toolan 1,837	0	58,500	10
C. Richard Youngdahl 1,837	0	58,500	10

  *	Designates an "interested Trustee."
** 	50% Deferred Retainer only
  +  100% Deferred
   *** Effective January 1, 1997, Mr. Youngdahl elected to become a 
director 
emeritus.
		
		Upon attainment of age 72 the Fund's current Directors may 
elect to change to emeritus status.  Any directors elected or 
appointed to the Board in the future will be required to change to 
emeritus status upon attainment of age 80.  Directors Emeritus are 
entitled to serve in emeritus status for a maximum of 10 years 
during which time they are paid 50% of the annual retainer fee and 
meeting fees otherwise applicable to the Fund Directors, together 
with reasonable out-of-pocket expenses for each meeting attended.

INVESTMENT POLICIES

		The Fund effects portfolio transactions with a view towards 
attaining the investment objective of each Portfolio and is not 
limited to a predetermined rate of portfolio turnover.  A high 
portfolio turnover results in correspondingly greater transaction 
costs.  See "Management" in the Prospectus.
	
		The Fund has no present intention to enter into reverse 
repurchase agreements even though it is permitted to do so on 
behalf of the Reserve Account Portfolio and the U.S. 
Government/High Quality Securities Portfolio.  The Fund does not 
currently intend to commit to such agreements more than 5% of the 
net assets of either of these two Portfolios, although the 
fundamental policies of the Reserve Account Portfolio, permit it 
to invest up to 1/3 of its net assets in reverse repurchase 
agreements, and this right is reserved.  Each of these Portfolios 
may enter into reverse repurchase agreements with broker/dealers 
and other financial institutions.  Such agreements involve the 
sale of Portfolio securities with an agreement to repurchase the 
securities at an agreed-upon price, date and interest payment and 
have the characteristics of borrowing.  Since the proceeds of 
borrowings under reverse repurchase agreements are invested, this 
would introduce the speculative factor known as "leverage."  The 
securities purchased with the funds obtained from the agreement 
and securities collateralizing the agreement will have maturity 
dates no later than the repayment date.  Generally the effect of 
such a transaction is that the Fund can recover all or most of the 
cash invested in the portfolio securities involved during the term 
of the reverse repurchase agreement, while in many cases it will 
be able to keep some of the interest income associated with those 
securities.  Such transactions are only advantageous if the 
Portfolio has an opportunity to earn a greater rate of interest on 
the cash derived from the transaction than the interest cost of 
obtaining that cash.  Opportunities to realize earnings from the 
use of the proceeds equal to or greater than the interest required 
to be paid may not always be available, and the Fund intends to 
use the reverse repurchase technique only when the Manager 
believes it will be advantageous to the Portfolio.  The use of 
reverse repurchase agreements may exaggerate any interim increase 
or decrease in the value of the participating Portfolio's assets.  
The Fund's custodian bank will maintain a segregated account for 
the Portfolio with securities having a value equal to or greater 
than such commitments. 
	
		Each Portfolio may seek to increase its net investment 
income by lending its securities provided such loans are callable 
at any time and are continuously secured by cash or U.S.  
Government obligations equal to no less than the market value, 
determined daily, of the securities loaned.  The Portfolio will 
receive amounts equal to dividends or interest on the securities 
loaned.  It will also earn income for having made the loan because 
cash collateral pursuant to these loans will be invested in 
short-term money market instruments.  In connection with lending 
of securities the Fund may pay reasonable finders, administrative 
and custodial fees.  Management will limit such lending to not 
more than one-third of the value of a Portfolio's total assets.  
Where voting or consent rights with respect to loaned securities 
pass to the borrower, management will follow the policy of calling 
the loan, in whole or in part as may be appropriate, to permit the 
exercise of such voting or consent rights if the issues involved 
have a material effect on the Portfolio's investment in the 
securities loaned.  Apart from lending its securities and 
acquiring debt securities of a type customarily purchased by 
financial institutions, none of the Portfolios will make loans to 
other persons. 
	
		The Fund's Declaration of Trust permits the Trustees to 
establish additional Portfolios of the Fund from time to time.  
The investment objectives, policies and restrictions applicable to 
additional Portfolios would be established by the Trustees at the 
time such Portfolios were established and may differ from those 
set forth in the Prospectus and this Statement of Additional 
Information.
	 
	Additional Policies - Income and Growth Portfolio.
	
		Although the Portfolio may, as described below, sell short 
"against the box," buy or sell puts or calls and borrow money, it 
has no intention of doing so in the foreseeable future.  
Similarly, although the Portfolio may invest in foreign securities 
and lend money or assets, as described in investment restriction 9 
on page 6, the Portfolio does not currently intend to commit more 
than 5% of its assets to investments in foreign securities 
(including EDRs, CDRs and GDRs) and an additional 10% of its 
assets in American Depositary Receipts representing shares in 
foreign securities which are traded in United States securities 
markets, nor does it intend to engage in loans other than 
short-term loans.  If in seeking to achieve its investment 
objectives the Fund believes opportunities warrant its investment 
in foreign securities, management would give appropriate 
consideration, in its judgment, to risks that may be associated 
with foreign investments, including currency exchange control 
regulations and costs, the possibility of expropriation, seizure,  
or nationalization of foreign deposits, less liquidity and volume 
and more volatility in foreign securities markets and the impact 
of political, social, economic or diplomatic developments or the 
adoption of other foreign government restrictions that might 
adversely affect the payment of principal and interest on 
securities in the Portfolio.  If it should become necessary, the 
Fund might encounter greater difficulties in invoking legal 
processes abroad than would be case in the United States.  In 
addition, there may be less publicly available information about a 
non-U.S. company, and non-U.S. companies are not generally subject 
to uniform accounting and financial reporting standards, practices 
and requirements comparable to those applicable to U.S. companies.  
Furthermore, some of these securities may be subject to foreign 
brokerage and withholding taxes. 
	
		While the Portfolio is permitted to invest in warrants 
(including 2% or less of the Portfolio's total net assets in 
warrants that are not listed on the New York Stock Exchange or 
American Stock Exchange), the Portfolio has no intention of doing 
so in the foreseeable future.  For purposes of computing the 
foregoing percentage, warrants acquired by the Portfolio in units 
or attached to securities will be deemed to be without value. 
	
		In addition, although the Income and Growth Portfolio may 
buy or sell covered put and covered call options up to 15% of its 
net assets, (including collars, caps, floor and swaps) provided 
such options are listed on a national securities exchange, the 
Portfolio does not currently intend to commit more than 5% of its 
assets to be invested in or subject to put and call options.  A 
"call option" gives a holder the right to purchase a specific 
stock at a specified price referred to as the "exercise price," 
within a specific period of time (usually 3, 6, or 9 months).  A 
"put option" gives a holder the right to sell a specific stock at 
a specified price within a specified time period.  The initial 
purchaser of a call option pays the "writer" a premium, which is 
paid at the time of purchase and is retained by the writer whether 
or not such option is exercised.  Put and call options are 
currently traded on The Chicago Board Options Exchange and several 
other national exchanges.  Institutions, such as the Fund, that 
sell (or "write") call options against securities held in their 
investment portfolios retain the premium.  If the writer 
determines not to deliver the stock prior to the option's being 
exercised, the writer may purchase in the secondary market an 
identical option for the same stock with the same price and 
expiration date in fulfillment of the obligation.  In the event 
the option is exercised the writer must deliver the underlying 
stock to fulfill the option obligation.  The brokerage commissions 
associated with the buying and selling of call options are 
normally proportionately higher than those associated with general 
securities transactions. 
	
		The Portfolio may invest in investment grade bonds, i.e. 
U.S. Government obligations or bonds rated Aaa, Aa, A and Baa by 
Moody's Investors Service, Inc.  ("Moody's") or AAA, AA, A and BBB 
by Standard & Poor's Ratings Group ("S&P").
	
	
    INVESTMENT RESTRICTIONS
	
		The Fund has adopted the following restrictions and 
fundamental policies that cannot be changed without approval by a 
"vote of a majority of the outstanding voting securities" of each 
Portfolio affected by the change as defined in the Investment 
Company Act of 1940 (the "Act") and Rule 18f-2 thereunder (see 
"Voting"). 
	
		Without the approval of a majority of its outstanding 
voting securities, the Income and Growth Portfolio may not:
	
		1.  With respect to 75% of its assets, invest more than 5% 
of the value of its total assets in any one issuer, except 
securities of the U.S. Government, its agencies or its 
instrumentalities; 2. Invest more than 25% of the value of its 
total assets in any one industry, except that securities of the 
U.S.  Government, its agencies and instrumentalities are not 
considered an industry for purposes of this limitation; 3. 
Purchase securities on margin; 4. Make short sales of securities 
or maintain a short position unless at all times when a short 
position is open, the Portfolio owns or has the right to obtain, 
at no added cost, securities identical to those sold short; 5. 
Borrow money, except as a temporary measure for extraordinary or 
emergency purposes, and then not in excess of the lesser of 10% of 
its total assets taken at cost or 5% of the value of its total 
assets; or mortgage or pledge any of its assets,. except to secure 
such borrowings; 6.  Act as an underwriter of securities except to 
the extent the Fund may be deemed to be an underwriter in 
connection with the sale of portfolio holdings; 7.  Invest in real 
estate (the purchase by the Portfolio of securities for which 
there is an established market of companies engaged in real estate 
activities or investments shall not be deemed to be prohibited by 
this fundamental investment limitation); 8.  Purchase or sell 
commodities; and 9.  Make loans, except the Portfolio will 
purchase debt obligations, may enter into repurchase agreements 
and may lend its securities. 
	
		Without the approval of a majority of its outstanding 
voting securities the U.S. Government/High Quality Securities 
Portfolio may not:
	
		1.  With respect to 75% of its assets, invest more than 5% 
of the value of its total assets in any one issuer, except 
securities of the U.S. Government, its agencies or 
instrumentalities; 2.  Invest more than 25% of the value of its 
total assets in any one industry, except that securities of the 
U.S. Government, its agencies and instrumentalities are not 
considered an industry for purposes of this limitation; 3.  
Purchase securities on margin; 4.  Sell securities short (provided 
however the Portfolio may sell short if it maintains a segregated 
account of cash or U.S. Government obligations with the Custodian, 
so that the amount deposited in it plus the collateral deposited 
with the broker equals the current market value of the securities 
sold short and is not less than the market value of the securities 
at the time they were sold short); 5.  Borrow money, except from 
banks for temporary purposes and then in amounts not in excess of 
5% of the value of its assets at the time of such borrowing; or 
mortgage, pledge or hypothecate any assets except in connection 
with any such borrowing and in amounts not in excess of 7 1/2% of 
the value of the Fund's assets at the time of such borrowing.  
(This borrowing provision is not for investment leverage, but 
solely to facilitate management of the Portfolio by enabling it to 
meet redemption requests where the liquidation of portfolio 
securities is deemed to be disadvantageous or inconvenient.) 
Borrowings may take the form of a sale of portfolio securities 
accompanied by a simultaneous agreement as to their repurchase; 6.  
Act as an underwriter of securities except to the extent the Fund 
may be deemed to be an underwriter in connection with the sale of 
portfolio holdings; 7.  Invest in real estate (the Portfolio, 
however, will purchase mortgage-related securities); 8.  Purchase 
or sell commodities; and 9.  Make loans, except the Portfolio will 
purchase debt obligations, may enter into repurchase agreements 
and may lend its securities. 
	
		Without the approval of a majority of its outstanding 
voting securities the Reserve Account Portfolio may not:
	
		1.  With respect to 75% of its assets, invest more than 5% 
of its assets in the securities of any one issuer, except 
securities of the U.S. Government, its agencies or 
instrumentalities; 2.  Invest more than 2 5% of the value of its 
total assets in any one industry, except that securities of the 
U.S. Government, its agencies and instrumentalities are not 
considered an industry for purposes of this limitation; 3.  
Purchase securities on margin; 4.  Sell securities short; 5.  
Borrow money except from banks for temporary purposes in an amount 
up to 10% of the value of its total assets and may mortgage or 
pledge its assets in an amount up to 10% of the value of its total 
assets only to secure such borrowings.  The Portfolio will borrow 
money only to accommodate requests for the redemption of shares 
while effecting an orderly liquidation of portfolio securities or 
to clear securities transactions and not for leveraging purposes.  
This restriction shall not be deemed to prohibit the Portfolio 
from entering into reverse repurchase agreements so long as not 
more than 33 1/3% of the Portfolio's total assets are subject to 
such agreements; 6.  Act as an underwriter of securities except to 
the extent the Fund may be deemed to be an underwriter in 
connection with the sale of portfolio holdings; 7.  Invest in 
commodities; and 9.  Make loans, except the Portfolio will 
purchase debt obligations, may enter into repurchase agreements 
and may lend its securities.
	
		The restrictions below are non-fundamental and may be 
changed by the Trustees without shareholder approval or 
ratification.  Each of the Portfolios may not:
	
		1.  Invest more than 5% of its total assets in issuers with 
less than three years of continuous operation (including that of 
predecessors) or so-called "unseasoned" equity securities that are 
not either admitted for trading on a national stock exchange or 
regularly quoted in the over-the-counter market (this restriction, 
however, would not apply to a newly created agency or 
instrumentality of the U.S. Government); 2.  Purchase more than 
10% of any class of the outstanding securities, or any class of 
voting securities, of any issuer; 3.  Invest in or hold securities 
of an issuer if those officers and Trustees of the Fund, its 
Manager, or Smith Barney owning beneficially more than 1/2 of 1% 
of the securities of such issuer together own more than 5% of the 
securities of such issuer; 4.  Purchase securities of another 
investment company except as part of a merger, consolidation or 
acquisition or as permitted by Section l2(d)(l) of the Investment 
Company Act of 1940; 5.  Have more than 15% of its net assets at 
any time invested in or subject to puts, calls or combinations 
thereof and may not purchase, sell or write options that are not 
listed on a national securities exchange; 6.  Invest in interests 
in oil or gas or other mineral exploration or development 
programs; and 7.  The U.S. Government/High Quality Securities 
Portfolio and the Reserve Account Portfolio each may not purchase 
common stocks, preferred stocks, warrants or other equity 
securities. 
	
		The foregoing percentage restrictions apply at the time an 
investment is made; a subsequent increase or decrease in 
percentage may result from changes in values or net assets.
	
	


PERFORMANCE INFORMATION
	
		From time to time the Fund may advertise a Portfolio's 
total return, average annual total return, yield and current 
distribution return in advertisements and other types of sales 
literature.  These figures are based on historical earnings and 
are not intended to indicate future performance.  In addition, 
these figures will not reflect the deduction of the charges that 
are imposed on the Contracts by the Separate Account (see Contract 
prospectus) which, if reflected, would reduce the performance 
quoted.  The total return shows what an investment in the 
Portfolio would have earned over a specified period of time (one, 
five or ten years) assuming that all distributions and dividends 
by the Portfolio were invested on the reinvestment dates during 
the period less all recurring fees. 
	
		Each Portfolio's total return and average annual total 
return for the one and five year periods, and since each 
Portfolio's inception date is shown below.
	
	Portfolio		      Total Returns as of 12/31/96  
			 1 year 	 5 year 	 Since Inception
	
	Income and Growth Portfolio	21.02%	97.77%	144.38%
	U.S. Gov't/High Quality 	3.34	36.66	71.32
	    Securities Portfolio
	Reserve Account Portfolio	1.57	23.59	52.91
	
	
	Portfolio		Average Annual Total Returns as of 
12/31/96
			 1 year  	 5 year 	 Since 
Inception 
	
	Income and Growth Portfolio	21.02%	14.61%	12.73%
	U.S. Gov't/High Quality 	3.34	6.45	7.52
	    Securities Portfolio
	Reserve Account Portfolio	1.57	4.33	5.89
	
	
		Each Portfolio's yield is computed by dividing the net 
investment income per share earned during a specified thirty day 
period by the net asset value per share on the last day of such 
period and annualizing the result.  For purposes of the yield 
calculation, interest income is determined based on a yield to 
maturity percentage for each long-term fixed income obligation in 
the portfolio; income on short-term obligations is based on 
current payment rate. 
	
		The Fund calculates current distribution return for each 
Portfolio by dividing the distributions from investment income 
declared during the most recent twelve months by the net asset 
value on the last day of the period for which current distribution 
return is presented.  From time to time, the Fund may include its 
current distribution return in information furnished to present or 
prospective shareowners.
	
		A Portfolio's current distribution return may vary from 
time to time depending on market conditions, the composition of 
its investment portfolio and operating expenses.  These factors 
and possible differences in the methods used in calculating 
current distribution return, and the charges that are imposed on 
the Contracts by the Separate Account, should be considered when 
comparing a Portfolio's current distribution return to yields 
published for other investment companies and other investment 
vehicles.  Current distribution return should also be considered 
relative to changes in the value of the Portfolio's shares and to 
the risks associated with the Portfolio's investment objective and 
policies.  For example, in comparing current distribution returns 
with those offered by Certificate of Deposit ("CDs"), it should be 
noted that CDs are insured (up to $100,000) and offered a fixed 
rate of return.  Returns of the Reserve Account Portfolio may from 
time to time be compared with returns of money market funds 
measured by Donoghue's Money Fund Report, a widely-distributed 
publication on money market funds.
	
		Performance information may be useful in evaluating a 
Portfolio and for a providing a basis for comparison with other 
financial alternatives.  Since the performance of each Portfolio 
changes in response to fluctuations in market conditions, interest 
rate and Portfolio expenses, no performance quotation should be 
considered a representation as to the Portfolio's performance for 
any future period.
	
	
DETERMINATION OF NET ASSET VALUE
	
		The net asset value of each Portfolio's share will be 
determined on any day that the New York Stock Exchange is open.  
The New York Stock Exchange is closed on the following holidays:  
New Year's Day, Washington's Birthday, Good Friday, Memorial Day, 
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
	
	
REDEMPTION OF SHARES
	
		Redemption payments shall be made wholly in cash unless the 
Trustees believe that economic conditions exist that would make 
such a practice detrimental to the best interests of the Fund and 
its remaining shareowners.  If a redemption is paid in portfolio 
securities, such securities will be valued in accordance with the 
procedures described under "Valuation of Shares" in the Prospectus 
and a shareholder would incur brokerage expenses if these 
securities were then converted to cash.
	

CUSTODIAN
	
		Portfolio securities and cash owned by the Fund are held in 
the custody of PNC Bank, National Association, 17th and Chestnut 
Streets, Philadelphia, Pennsylvania 19103 (foreign securities, if 
any, will be held in the custody of The Chase Manhattan Bank, 
N.A.).
	
	
COUNSEL

		Sullivan & Cromwell serves as legal counsel to the Funds.  
The Independent Directors of the Fund have selected Sullivan & 
Cromwell as their legal counsel.
	
INDEPENDENT AUDITORS
	
		KPMG Peat Marwick LLP, 345 Park Avenue, New York, New York 
10154, has been selected as the Funds independent auditors to 
examine and report on the Funds financial statements and 
highlights for the fiscal year ending December 31, 1997.



THE FUND
	
		Pursuant to the Declaration of Trust, the Trustees have 
authorized the issuance of three series of shares, each 
representing shares in one of three separate Portfolios - the 
Income and Growth Portfolio, the U.S. Government/High Quality 
Securities Portfolio and the Reserve Account Portfolio.  Pursuant 
to such authority, the Trustees may also authorize the creation of 
additional series of shares and additional classes of shares 
within any series (which would be used to distinguish among the 
rights of different categories of shareholders, as might be 
required by future regulations or other unforeseen circumstances).  
The investment objectives, policies and restrictions applicable to 
additional Portfolios would be established by the Trustees at the 
time such Portfolios were established and may differ from those 
set forth in the Prospectus and this Statement of Additional 
Information.  In the event of liquidation or dissolution of a 
Portfolio or of the Fund, shares of a Portfolio are entitled to 
receive the assets belonging to that Portfolio and a proportionate 
distribution, based on the relative net assets of the respective 
Portfolios, of any general assets not belonging to any particular 
Portfolio that are available for distribution.
	
		The Declaration of Trust may be amended only by a "majority 
shareholder vote" as defined therein, except for certain 
amendments that may be made by the Trustees.  The Declaration of 
Trust and the By-Laws of the Fund are designed to make the Fund 
similar in most respects to a Massachusetts business corporation.  
The principal distinction between the two forms relates to 
shareowner liability described below.  Under Massachusetts law, 
shareowners of a business trust may, under certain circumstances, 
be held personally liable as partners for the obligations of the 
trust, which is not the case with a corporation.  The Declaration 
of Trust of the Fund provides that shareowners shall not be 
subject to any personal liability for the acts or obligations of 
the Fund and that every written obligation, contract, instrument 
or undertaking made by the Fund shall contain a provision to the 
effect that the shareowners are not personally liable thereunder. 
	
		Special counsel for the Fund are of the opinion that no 
personal liability will attach to the shareowner under any 
undertaking containing such provision when adequate notice of such 
provision is given, except possibly in a few jurisdictions.  With 
respect to all types of claims in the latter jurisdictions and 
with respect to tort claims, contract claims where the provision 
referred to is omitted from the undertaking, claims for taxes and 
certain statutory liabilities in other jurisdictions, a shareowner 
may be held personally liable to the extent that claims are not 
satisfied by the Fund; however, upon payment of any such liability 
the shareowner will be entitled to reimbursement from the general 
assets of the Fund.  The Trustees intend to conduct the operations 
of the Fund, with the advice of counsel, in such a way so as to 
avoid, as far as possible, ultimate liability of the shareowners 
for liabilities of the Fund. 
	
		The Declaration of Trust further provides that no Trustee, 
officer or employee of the Fund is liable to the Fund or to a 
shareowner, except as such liability may arise from his or its own 
bad faith, willful misfeasance, gross negligence, or reckless 
disregard of his or its duties, nor is any Trustee, officer or 
employee personally liable to any third persons in connection with 
the affairs of the Fund.  It also provides that all third persons 
shall look solely to the Fund property or the property of the 
appropriate Portfolio of the Fund for satisfaction of claims 
arising in connection with the affairs of the Fund or a particular 
Portfolio, respectively.  With the exceptions stated, the 
Declaration of Trust provides that a Trustee, officer or employee 
is entitled to be indemnified against all liability in connection 
with the affairs of the Fund. 
	
		The Fund shall continue without limitation of time subject 
to the provisions in the Declaration of Trust concerning 
termination of the trust or any of the series of the trust by 
action of the shareowners or by action of the Trustees upon notice 
to the shareowners. 
	
		The term "Smith Barney" in the title of the Fund has been 
adopted by permission of Smith Barney and is subject to the right 
of Smith Barney to elect that the Fund stop using the term in any 
form or combination of its name.
	
	
MANAGEMENT AGREEMENTS
	
		The Trustees are responsible for the direction and 
supervision of the Fund's business and operations.  Smith Barney 
Mutual Funds Management Inc. (the "Manager") manages the day to 
day operations of Portfolio pursuant to a management agreement 
entered into by the Fund on behalf of each Portfolio.
	
		The Manager provides each Portfolio with advice and 
assistance with respect to the acquisition, holding or disposal of 
securities and recommendations with respect to other aspects of 
the business and affairs of each Portfolio and furnishes each 
Portfolio with bookkeeping, accounting and administrative 
services, office space and equipment, and the services of the 
officers and employees of the Fund.  By written agreement Smith 
Barney's Research and other departments and staff will furnish the 
Manager with information, advice and assistance and will be 
available for consultation on the Fund's Portfolios, thus Smith 
Barney may also be considered an investment adviser to the Fund.  
Smith Barney's services are paid for by the Manager; there is no 
charge to the Fund for such services.  For the services provided 
by the Manager, the Fund pays the Manager monthly fees equal to 
1/12 of .60% of the average daily net assets of the Income and 
Growth Portfolio and 1/12 of .45% of the average daily net assets 
of the U.S. Government/High Quality Portfolio and the Reserve 
Account Portfolio.  The Manager has agreed to waive its fee to the 
extent that the aggregate expenses of any Portfolio exclusive of 
taxes, brokerage, interest and extraordinary expenses, such as 
litigation and indemnification expenses, exceed 1% of the average 
daily net assets for any fiscal year of the Portfolio.  The 1% 
voluntary expense limitation shall be in effect until it is 
terminated by notice to shareowners and by supplement to the then 
current prospectus.
	
		For the years 1994, 1995 and 1996 the management fee for 
the Income and Growth Portfolio was $176,531, $172,705 and 
$164,890, respectively, the management fee for U.S. 
Government/High Quality Portfolio was $23,445, $22,181 and $17,828 
respectively, and the management fee for the Reserve Account 
Portfolio was $10,556, $10,598 and $5,864 respectively. 
	
		The Management Agreement for each of the Fund's Portfolios 
provides that all other expenses not specifically assumed by the 
Manager under the Management Agreement on behalf of the Portfolio 
are borne by the Fund.  Expenses payable by the Fund include, but 
are not limited to, all charges of custodians (including sums as 
custodian and sums for keeping books and for rendering other 
services to the Fund) and shareowner servicing agents, expenses of 
preparing and printing its prospectuses, proxy material, reports 
and notices sent to shareowners, all expenses of shareowners' and 
Trustees' meetings, filing fees and expenses relating to the 
registration statements, fees of auditors and legal counsel, out-
of-pocket expenses of Trustees and fees of Trustees who are not 
"interested persons" as defined in the Act, interest, taxes and 
governmental fees, fees and commissions of every kind, expenses of 
issue, repurchase or redemption of shares, insurance expense, 
association membership dues, all other costs incident to the 
Fund's existence and extraordinary expenses such as litigation and 
indemnification expenses.  Direct expenses of each Portfolio of 
the Fund, including but not limited to the respective management 
fees, are charged to that Portfolio, and general trust expenses 
are allocated among the Portfolios on the basis of relative net 
assets.  No sales or promotion expenses are incurred by the Fund, 
but expenses incurred in complying with laws regulating the issue 
or sale of the Fund's shares, which are paid by the Fund, are not 
deemed sales or promotion expenses.
	
		Smith Barney distributes shares of the Fund as principal 
underwriter.  In addition, brokerage is allocated to Smith Barney, 
provided that, in the judgment of the Trustees of the Fund, the 
commission, fee or other remuneration received or to be received 
by Smith Barney (or any broker/dealer affiliate of Smith Barney 
that is also a member of a securities exchange) is reasonable and 
fair compared to the commission, fee or other remuneration 
received by other brokers in connection with comparable 
transactions involving similar securities being purchased or sold 
on a securities exchange during the same or comparable period of 
time.  The Fund normally expects to allocate to Smith Barney 
between 50% and 60% of the Income and Growth Portfolio's 
transactions to be executed for such account on an agency basis.  
In all trades to be directed to Smith Barney, the Fund has been 
assured that its orders will be accorded priority over those 
received from Smith Barney for its own account or for any of its 
Trustees, officers or employees.  It may be expected that the 
preponderance of transactions in the Government/High Quality 
Portfolio and the Reserve Account Portfolio will be principal 
transactions, and the Fund will not deal with Smith Barney in any 
transaction in which Smith Barney acts as principal.
	
		During fiscal year 1996 the total amount of commissionable 
transactions was $28,420,125, $10,517,899 (37.01%) of which was 
directed to Smith Barney and $17,902,226 (62.99%) of which was 
directed to other brokers. Shown below are the total brokerage 
fees paid by the Fund for each of the past three years on behalf 
of the Income and Growth Portfolio, the portion paid to Smith 
Barney and the portion paid to other brokers for the execution of 
orders allocated in consideration of research and statistical 
services or solely for their ability to execute the order. 
		
	
	                                                           
Commissions                                                      
					To Others For
					Execution and 
				For Execution Only	Research and
						   Statistical
		   Total  	    To Smith Barney    	To Others	     
Services      
	
	1994	$41,480	$11,730	28.2% 	$  -0-	-0-%
	$29,750
	71.8%
	1995	$41,731	$15,990	38.3%	$  -0-	-0-%	$25,741
	61.7 %
	1996	$49,776	$16,187	32.5%	$  -0-	-0-%	$33,589
	67.5%

	The Board of Trustees of the Fund has adopted certain policies and 
procedures incorporating the standard of Rule l7e-l issued by the 
Securities and Exchange Commission under the Act which requires 
that the commissions paid to Smith Barney must be "reasonable and 
fair compared to the commission, fee or other remuneration 
received or to be received by other brokers in connection with 
comparable transactions involving similar securities during a 
comparable period of time." The Rule and the policy and procedures 
also contain review requirements and require the Manager to 
furnish reports to the Board of Trustees and to maintain records 
in connection with such reviews. 
	
	
VOTING RIGHTS
	
		The Trustees themselves have the power to alter the number 
and the terms of office of the Trustees, and they may at any time 
lengthen their own terms or make their terms of unlimited duration 
(subject to certain removal procedures) and appoint their own 
successors, provided that in accordance with the Act always at 
least a majority, but in most instances, at least two-thirds of 
the Trustees have been elected by the shareowners of the Fund.  
Shares do not have cumulative voting rights and therefore the 
owners of more than 50% of the outstanding shares of the Fund may 
elect all of the Trustees irrespective of the votes of other 
shareowners.  Shares of the Fund entitle their owners to one vote 
per share; however, on any matter submitted to a vote of the 
shareowners, all shares then entitled to vote will be voted by 
individual Portfolio unless otherwise required by the Investment 
Company Act of 1940 (in which case all shares will be voted in the 
aggregate).  For example, a change in investment policy for a 
Portfolio would be voted upon only by shareowners of the Portfolio 
involved.  Additionally, approval of each Portfolio's management 
agreement is a matter to be determined separately by that 
Portfolio.  Approval of a proposal by the shareowners of one 
Portfolio is effective as to that Portfolio whether or not enough 
votes are received from the shareowners of the other Portfolio to 
approve the proposal as to that Portfolio.  As of April 8, 1997, 
Nationwide Life Insurance Co. owned 1,203,918 (100%) of the 
outstanding shares of the Income and Growth Portfolio, 190,243 
(100%) of the outstanding shares of the U.S. Government/High 
Quality Securities Portfolio, and 19,618 (100%) of the outstanding 
shares of the Reserve Account Portfolio.
	
	
FINANCIAL STATEMENTS
	
		The following financial information is hereby incorporated 
by reference to the Fund's December 31, 1996 Annual Report to 
Shareholders a copy of which is furnished with this Statement of 
Additional Information:
	
			Independent Auditors' Report
			Statements of Assets and Liabilities as of December 
31, 1996
			Schedules of Investments as of December 31, 1996
			Statements of Operations for the year ended December 
31, 1996
			Statements of Changes in Net Assets for the years 
ended December 31, 1996 and 1995
			Notes to Financial Statements
			Financial Highlights

	
APPENDIX - RATINGS OF FIXED INCOME OBLIGATIONS
	
	BOND (AND NOTE) RATINGS
	
	Moody's Investor Service, Inc.
	
		Aaa - Bonds that are rated "Aaa" are judged to be of the 
best quality.  They carry the smallest degree of investment risk 
and are generally referred to as "gilt edge".  Interest payments 
are protected by a large or by an exceptionally stable margin and 
principal is secure.  While the various protective elements are 
likely to change, such changes as can be visualized are most 
unlikely to impair the fundamentally strong position of such 
issues.
	
		Aa - Bonds that are rated "Aa" are judged to be of high 
quality by all standards.  Together with the "Aaa" group they 
comprise what are generally known as high grade bonds.  They are 
rated lower than the best bonds because margins of protection may 
not be as large in "Aaa" securities or fluctuation of protective 
elements may be of greater amplitude or there may be other 
elements present that make the long-term risks appear somewhat 
larger than in "Aaa" securities. 
	
		A - Bonds that are rated "A" possess many favorable 
investment attributes and are to be considered as upper medium 
grade obligations.  Factors giving security to principal and 
interest are considered adequate but elements may be present that 
suggest a susceptibility to impairment sometime in the future. 
	
		Baa - Bonds that are rated "Baa" are considered as medium 
grade obligations, i.e., they are neither highly protected nor 
poorly secured.  Interest payments and principal security appear 
adequate for the present but certain protective elements may be 
lacking or may be characteristically unreliable over any great 
length of time.  Such bonds lack outstanding investment 
characteristics and in fact have speculative characteristics as 
well. 
	
	Standard & Poor's Corporation
	
		AAA - Debt rated "AAA" has the highest rating unsigned by 
Standard & Poor's Ratings Group.  Capacity to pay interest and 
repay principal is extremely strong. 
	
		AA - Debt rated "AA" has a very strong capacity to pay 
interest and repay principal and differs from the highest rated 
issues only in small degree. 
	
		A - Debt rated "A" has a strong capacity to pay interest 
and repay principal although it is somewhat more susceptible to 
the adverse effects of changes in circumstances and economic 
conditions than debt in higher rated categories. 
	
		BBB - Debt rated "BBB" is regarded as having an adequate 
capacity to pay interest and repay principal.  Whereas it normally 
exhibits adequate protection parameters, adverse economic 
conditions or changing circumstances are more likely to lead to a 
weakened capacity to pay interest and repay principal for debt in 
this category than in higher rated categories. 
	
	
COMMERCIAL PAPER RATINGS
	
	Moody's Investors Services, Inc.
	
		Issuers rated "Prime-1" (or related supporting institutions) 
have 
a superior capacity for repayment of short-term promissory 
obligations.  Prime-1 repayment capacity will normally be 
evidenced by the following characteristics:  leading market 
positions in well-established industries; high rates of return on 
funds employed; conservative capitalization structures with 
moderate reliance on debt and ample asset protection; broad 
margins in earnings coverage of fixed financial charges and high 
internal cash generation; well-established access to a range of 
financial markets and assured sources of alternate liquidity.
	
		Issuers rated "Prime-2 (or related supporting institutions) 
have a strong capacity for repayment of short-term promissory 
obligations.  This will normally be evidenced by many of the 
characteristics cited above but to a lesser degree.  Earnings 
trends and coverage ratios, while sound, will be more subject to 
variation.  Capitalization characteristics, while still 
appropriate, may be more affected by external conditions.  Ample 
alternate liquidity is maintained.



Standard & Poor's Corporation
	
		A-1 - This designation indicates that the degree of safety 
regarding timely payment is either overwhelming or very strong.  
Those issues determined to possess overwhelming safety 
characteristics will be denoted with a plus (+) sign designation.
	
		A-2 - Capacity for timely payment on issues with this 
designation is strong.  However, the relative degree of safety is 
not as high as for issues designated A-1.

g:\funds\$sva\1997\secdocs\sai97.doc	17


Part C of
Form N-1A

Information required to be included in Part C is set forth under the 
appropriate item, so numbered in Part C of this Post-Effective Amendment 
to 
the Registration Statement.


	PART C  Other Information

Item 24 .  Financial Statements and Exhibits

				       Location In:      
		(a)	Financial Statements	Part A	Part B
					Annual
					Report

		Statements of Assets and Liabilities
		as of December 31, 1996	--	*

		Statements of Operations for the
		year ended December 31, 1996	--	*

		Statements of Changes in Net Assets for
		the years ended December 31, 1996 and 1995	--	*

		Notes to Financial Statements	--	*

_________________________________
*See the Annual Report to Shareholders which is incorporated by 
reference in 
the Statement of Additional Information.

All other statements and schedules are omitted because they are not 
applicable 
or the required information is shown in the financial statements or 
notes 
thereto.

		(b)	Exhibits

		(1)	Declaration of Trust dated as of December 18, 1986 is 
incorporated 
herein by reference to Exhibit 1 to Pre-Effective Amendment No. 1 to 
the Registration Statement N. 33-10839.

		(2)	Bylaws of the Trust are incorporated by reference to 
Exhibit 2 to 
Pre-Effective Amendment No. 4.

		(3)	Not applicable.

		(4)	Not applicable.

		(5)	(a)	Management Agreement between the Income and 
Growth Portfolio and 
Smith, Barney Advisers, Inc. is incorporated by reference to 
Exhibit 5(a)(i) to Pre-Effective Amendment No. 4.

			(b)	Management Agreement between U.S. 
Government/High Quality 
Securities Portfolio and Smith, Barney Advisers, Inc. by 
reference to Exhibit 5(a)(ii) to Pre-Effective Amendment No. 4.

			(c)	Management Agreement between Reserve Account 
Portfolio and Smith, 
Barney Advisers, Inc. is incorporated by reference to Exhibit 
(5)(a)(iii) to Pre-Effective Amendment No. 4.

			(d)	Subadvisory Agreement between Smith, Barney 
Advisers, Inc. and 
Smith Barney, Harris Upham & Co. Incorporated is incorporated by 
reference to Exhibit (5)(b) to Pre-Effective Amendment No. 4.

		(6)	Distribution Agreement between Smith Barney Variable 
Account Funds 
and Smith Barney, Harris Upham & Co. Incorporated is incorporated by 
reference to Exhibit 6(a) to Pre-Effective Amendment No. 4.

		(7)	Not applicable.

		(8)	Custodian Agreement between Registrant and Provident 
National Bank 
is incorporated herein by reference to Exhibit 8 to Pre-Effective 
Amendment No. 4.

		(9)	(a) 	Transfer Agency Agreement between Registrant and 
Provident 
Financial 	Processing Corp. is incorporated herein by reference 
to Exhibit 9 to Pre-Effective 	Amendment No. 4.

			(b)	Form of Transfer Agency Agreement between 
Registrant and First 
Data Investor 				Services Group, Inc. (filed 
herewith)

		(10)	(a)	Opinion of Sullivan & Cromwell is incorporated 
by reference 
to Pre-Effective Amendment No. 1.

			(b)	Opinion of Gaston & Snow is incorporated herein 
by reference to 
Exhibit 10 to Pre-Effective Amendment No. 4.

		(11)	(i)	Auditors' Report (see the Annual Report to 
Shareholders 
which is incorporated by reference in the Statement of Additional 
Information)
			(ii)	Auditors' Consent (filed herewith)

		(12)	Not applicable.

		(13)	Subscription Agreement between the Fund and Smith, 
Barney 
Advisers, Inc. dated June 27, 1989 is incorporated herein by 
reference to Exhibit 13 to Pre-Effective Amendment No. 4.

		(14)	Not applicable.

		(15)	Not applicable.

		(16) Schedule for Comparison of Performance Quotation is 
incorporated 
herein by reference to 				Exhibit 16 of Post Effective 
Amendment No. 8

		(17)	Financial Data Schedule (filed herewith)

		(18) Plan 3 pursuant to Rule 18f-3 is incorporated by 
reference to 
Exhibit 18 to Post-				Effective Amendment No. 7

Item 25.  Persons Controlled by or under Common Control with Registrant

		The Registrant is not controlled directly or indirectly by 
any person.  
Information with respect to the Registrant's investment manager is set 
forth under the caption "Management" in the prospectus included in Part 
A of this Amendment to the Registration Statement on Form N-1A.

Item 26.  Number of Holders of Securities

		Number of Record Holders
	Title of Class	      on April 8, 1997     
	Income and Growth Portfolio     	 1          	
	U.S. Government/High Quality Securities Portfolio 	     1    
	Reserve Account Portfolio	   	1  

Item 27.  Indemnification

		Reference is made to ARTICLE V of Registrant's Declaration 
of Trust for 
a complete statement of its terms.  Section 52. of ARTICLE V provides:  
"No Trustee, officer, employee or agent of the Trust shall be liable to 
the Trust, its Shareholders, or to any Shareholder, Trustee, officer, 
employee or agent thereof for any action or failure to act (including 
without limitation the failure to compel in any way any former or 
acting Trustee to redress any breach of trust) except for his own bad 
faith, willful misfeasance, gross negligence or reckless disregard of 
his or its duties."  Emphasis added.


Item 28.  Business and other Connections of the Manager and Investment 
Adviser

		See the material under the caption Management ncluded in 
Part A 
(Prospectus) of this Registration Statement and the material appearing 
under the caption Management Agreements included in Part B (Statement 
of Additional Information) of this Registration Statement.

		Information as to the Directors and Officers of Smith Barney 
Mutual 
Funds Management Inc. is included in its Form ADV (File no. 801-8314), 
filed with the Commission, which is incorporated herein by reference 
thereto.


Item 29.  Principal Underwriters

	(a) Smith Barney Inc. ("Smith Barney") also acts as principal 
underwriter for Smith Barney/Travelers Series Fund Inc., Smith Barney 
World Funds, Inc., Smith Barney Municipal Money Market Fund Inc., Smith 
Barney Muni Funds, Smith Barney Funds, Inc., Smith Barney Money Funds, 
Inc., The Inefficient-Market Fund, Inc., Smith Barney Intermediate 
Municipal Fund, Inc., Smith Barney Municipal Fund, Inc., High Income 
Opportunity Fund Inc., Smith Barney Adjustable Rate Government Income 
Fund, Smith Barney Equity Funds, Smith Barney Income Funds, Smith Barney 
Massachusetts Municipals Fund, Zenix Income Fund Inc., Smith Barney 
Arizona Municipals Fund Inc., Smith Barney Principal Return Fund, Smith 
Barney 1990s Fund, Municipal High Income Fund Inc., The Trust for TRAK 
Investments, Smith Barney Series Fund, Smith Barney Income Trust, Smith 
Barney Aggressive Growth Fund Inc., Smith Barney Appreciation Fund Inc., 
Smith Barney California Municipals Fund Inc., Smith Barney Fundamental 
Value Fund Inc., Smith Barney Managed Governments Fund Inc., Smith 
Barney Managed Municipals Fund Inc., Smith Barney New Jersey Municipals 
Fund Inc., Smith Barney Natural Resources Fund Inc., Smith Barney 
Investment Funds Inc., The Italy Fund Inc., Smith Barney 
Telecommunications Trust, Managed Municipals Portfolio Inc., Managed 
Municipals Portfolio II Inc., Managed High Income Portfolio Inc., and 
Greenwich Street California Municipal Fund Inc., Smith Barney Concert 
Allocation Series Inc and Smith Barney Institutional Money Market Funds 
Inc.
	
	(b) The information required by this Item 29 with respect to each 
director and officer of Smith Barney is incorporated by reference to 
Schedule A of Form BD filed by Smith Barney pursuant to the Securities 
Exchange Act of 1934 (SEC File No. 8-8177)

		(c) not applicable

Item 30.	Location of Accounts and Records

		PNC Bank, National Association, 17th and Chestnut Streets, 
Philadelphia, 
Pennsylvania 
	19103, and First Data Investor Services Group, Inc., Exchange 
Place, 
Boston, Massachusetts 02109-2873, will maintain the custodian and the 
shareholders servicing agent records, respectively required by Section 
31(a) of the Investment Company Act of 1940, as amended (the 1940 Act).

	All other records required by Section 31(a) of the 1940 Actare 
maintained at the offices of the Registrant at 388 Greenwich Street, New 
York, New York 10013 (and preserved for the periods specified by Rule 
31a-2 of the 1940 Act) .


Item 31.	Management Services

	Not applicable.

Item 32.	Undertakings

	(a) Not applicable
	
	(b) Not applicable
	
	(c) Registrant undertakes to furnish each person to whom a 
prospectus is 
delivered with a copy  of 	Registrant's latest report to 
shareholders, upon request and without charge. 




	SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the 
Investment Company Act of 1940, the Registrant certifies that it meets 
all of the 
requirements for effectiveness of this Post-Effective Amendment to the 
Registration Statement pursuant to Rule 485(b) under the Securities Act 
of 1933 
and has duly caused this Post-Effective Amendment to its Registration 
Statement 
to be signed on its behalf by the undersigned, and where applicable, the 
true and 
lawful attorney-in-fact, thereto duly authorized, in the City of New 
York, and 
State of New York on the 30th day of April 1997.

	SMITH BARNEY VARIABLE ACCOUNT FUNDS


		By/s/ Heath B. McLendon
		Heath B. McLendon	
	Chairman of the Board and
	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
Post-
Effective Amendment to the Registration Statement has been signed below 
by the 
following persons in the capacities and on the date indicated.

Signatures	Title			Date

/s/ Heath B. McLendon      		Chairman of the 
Board	April 30, 1997		
 (Heath B. McLendon)		and Chief Executive Officer	


/s/ Jessica Bibliowicz		President		
	April 30, 1997
(Jessica Bibliowicz)


Joseph H. Fleiss*          		Trustee				April 
30, 1997
(Joseph H. Fleiss)


Donald R. Foley*          		Trustee				April 
30, 1997
(Donald R. Foley)


Paul Hardin*                           		Trustee			
	April 30,1997     
(Paul Hardin)


Francis P. Martin*         		Trustee				April 
30, 1997	
(Francis P. Martin)


Roderick C. Rasmussen*  		Trustee				April 
30, 1997
(Roderick C. Rasmussen)


John P. Toolan*             		Trustee				April 
30, 1997
(John P. Toolan)


/s/ Lewis E. Daidone        		Treasurer and Principal
	April 30, 1997
(Lewis E. Daidone)		Financial Officer


*By: /s/ Christina T. Sydor                			
	April 30, 1997
   Christina T. Sydor
   Pursuant to Power of Attorney





	EXHIBIT INDEX


Exhibit No.	Exhibit	Page No.


	Auditor's Consent

	Financial Data Schedule

	Cover Letter to SEC




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