As filed with the Securities and Exchange Commission on April 30, 1998
	Securities Act Registration	  No. 33 -10830

	Investment Company Act Registration  No.  811-4959
	

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
	Pre-Effective Amendment No.		[   ]
	Post-Effective Amendment No. 10		[X]

and/or
REGISTRATION STATEMENT UNDER
	THE INVESTMENT COMPANY ACT OF 1940	[   ]
AMENDMENT NO. 10
	__________________			[ X ]
Smith Barney Variable Account Funds 
(a Maryland Corporation)
(Exact Name of Registrant as Specified in Charter)
388 Greenwich Street 
New York, New York  10013
(Address of Principal Executive Offices)
(212) 816-6474
(Registrants Telephone Number, including Area Code)
Christina T. Sydor, Secretary
Smith Barney Variable Account Funds 
388 Greenwich Street
New York, New York  10013
(Name and Address of Agent for Service)
_____________________
Copies to:
John Baumgardner, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York  10004
_______________
Approximate Date of Proposed Public Offering:  Continuous.
It is proposed that this filing will become effective (check appropriate 
box):
[X]	Immediately upon filing pursuant to 	[  ]	On (date) pursuant to 
paragraph (b)
	paragraph (b) of Rule 485
[  ]	60 days after filing pursuant to	[  ]
	On (date) pursuant to
	paragraph (a)(1)		paragraph (a)(1)
[  ]	75 days after filing pursuant to	[  ]
	On (date) pursuant to
	paragraph (a)(2)		paragraph (a)(2) of rule 485
If appropriate, check the following box:
[  ]	This post-effective amendment designates 
a new effective date for a previously filed
	post effective amendment.

Title of Securities Being Registered:  Shares of Beneficial Interest 


SMITH BARNEY VARIABLE ACCOUNT FUNDS

FORM  N-1A

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)


Part A Item No.               	Prospectus Caption

1. Cover Page                 	 Cover Page

2. Synopsis                     	Prospectus Summary

3. Financial Highlights    	Financial Highlights

4. General Description of    	Cover Page; Prospectus
    Registrant                           	Summary; Investment Objective
                                                 	and Management 
Policies;
                                                 	Additional Information
                              
5. Management of the Fund     	Management of the Fund; The
                                           	Funds Expenses; 
Additional
               	                            	Information
                              
6. Capital Stock and Other        	Investment Objective and
     Securities          	               Management Policies;
                                           		Dividends, 
Distributions and
                                         		Taxes; Additional Information
                              
7. Purchase of Securities 		Purchase of Shares; Valuation
    Being Offered                		of Shares; Redemption of
                                           		Shares; Exchange 
Privilege;
                                            	Distributor; Minimum Account
                                            	Size; Additional Information
                              
8. Redemption or Repurchase  	Redemption of Shares;
                                                      	Purchase of 
Shares; Exchange
                                                      	Privilege
                              
9. Legal Proceedings               	Not Applicable


Part B Item No.                         	Statement of Additional
				Information Caption
                              
10.  Cover Page                         	Cover Page
                              
11.  Table of Contents            	Contents
                              
12.  General Information         	Distributor; Additional
       and Distributor                 	Information
                              
13.  Investment Objectives    	Investment Objective and
       and Policies                      	Management Policies
                              
14.  Management of the        	Management of the Fund;
       Fund 		     	Distributor
                              
15.  Control Persons and      	Management of the Fund
       Principal Holders of
       Securities
                              
16.  Investment Advisory  		Management of the Fund;
      and Other Services          	Distributor
                              
17.  Brokerage Allocation  	Investment Objective and
				Management Policies;
       				Distributor
                              
18.  Capital Stock and other  	Purchase of Shares;
       Securities                          	Redemption of Shares; Taxes
                              
19.  Purchase, Redemption  	Purchase of Shares;
       and Pricing of Securities 	Redemption of Shares;
       Being Offered                    	Valuation of Shares; Exchange
                                           		Privilege; Distributor
                              
20.  Tax Status                       	Taxes
                              
21.  Underwriters                  	Distributor
                              
22.  Calculation of         	   	Performance Data
       Performance Data

23.  Financial Statement     	Financial Statements


SMITH BARNEY VARIABLE ACCOUNT FUNDS 
	
PART A  PROSPECTUS


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

PROSPECTUS

		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.  This Portfolio currently has insufficient 
assets to enable it to invest in accordance with its 
investment program.

		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, (the SAI) dated April 30, 1998, 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 SAI 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, 1998.








TABLE OF CONTENTS

Prospectus	Pages

Financial Highlights	3
Valuation of Shares	4
Investment Objectives	4
Funds Investment Program	5
Dividends, Automatic Reinvestment and Taxes	7
Redemption of Shares	7
Performance	7
Management of The Fund	8
Shares of the Fund	9
Additional Information	10






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

The following information for each of the years in the nine-year period ended 
December 31, 1997 has been audited by KPMG 
Peat Marwick LLP, independent auditors whose report thereon appears in the 
Funds Annual Report dated December 31, 1997.  
The information set out below should be read in conjunction with the 
financial statements and related notes that also 
appear in the Funds 1997 Annual Report, which is incorporated by reference 
into the SAI.


Income From Investment 
Operations

Distribut
ions




Ratios to Average Net 
Assets



Year
Ende
d

Net 
Asset
Value,
Beginni
ng
of Year


Net
Investm
ent
Income(
1)
Net 
Realized
and
Unrealize
d
Gain 
(Loss)
on 
Investmen
t
Total
Income
(loss) 
From
Investm
ent
Operati
ons

Dividend
s
from Net
Investme
nt
Income

Distribut
ions
from Net
Realized
Gains



Total
Distribu
tions

Net 
Asset
Value,
End of
Year



Total
Retur
n


Net 
Assets
End of 
Year
(000s)




Expenses
(1)


Net
Investm
ent
Income


Portf
olio 
Turno
ver 
Rate
INCOME AND GROWTH PORTFOLIO
1997
14.69
0.47
$3.61
$4.08
  
$(0.10)
 $(1.38)
  
$(1.48)
  
$17.29
$28.1
1
$16,23
6
0.77%
2.18%
38.00
%
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
1989
(a)
12.50
0.20
 .14
 .34
(0.18)
-
(0.18)
12.66
2.68+
13,346
0.50*
6.43*
8.21
U.S. GOVERNMENT/HIGH QUALITY SECURITIES PORTFOLIO
1997
12.90
 .72
(.02)
 .70
(0.4)
(0.90)
(.94)
12.66
5.43
1,617
1.00
4.33
   
 .43%
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
1989
(b)
12.50
0.34
0.04
0.38
(0.34)
-
(0.34)
12.54
3.01+
2,151
0.50*
8.31*
     
-
RESERVE ACCOUNT PORTFOLIO
1997
10.99
 .15
-
 .15
(.25)
(3.19)
(3.44)
7.70
 1.36
97
1.00
1.59
0%
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
1989
(c)
12.50
0.36
0.05
0.41
(0.36)
-
(0.36)
      
12,55
3.26+
2,008
0.50*
8.28*
-
1. Under a voluntary fee waiver, the aggregate expenses of the Portfolios may 
not exceed 1.00% of the average daily net 
assets for any year.  With respect to the U.S. Government/High Quality 
Securities Portfolio, the investment manager waived a 
portion of its fees in the amount of $0.80 per share (0.49% of average net 
assets) and also reimbursed the Portfolio for 
%719 in expenses for the year ended December 31, 1997.  In addition, if such 
fees were not waived and expenses reimbursed, 
the net investment income per share and expense ratio would have been $0.64 
and 1.49%, respectively, for the year ended 
December 31, 1997.  With respect to the Reserve Account Portfolio, the 
investment manager waived a portion of its fees in 
the amount of $1.61 per share (10.65% of average net assets) in 1997, $0.15 
per share (0.45% of average net assets) in 1996 
and $0.01 per share (0.05% of average net assets) in 1993.  The investment 
manager also reimbursed the Portfolio for $19,395 
and $19,861 in expenses for the years ended December 31, 1997 and 1996, 
respectively.  In addition, if such fees were not 
waived and expenses reimbursed, the net investment income (loss) per share 
would have been $(1.76) and $1.27 and the expense 
ratio would have been 11.65% and 2.79%, for the year ended December 31, 1997 
and 1996, respectively.  +Total return is not 
annualized, as the result may not be representative of the total return for 
the year *annualized (a) From July 20, 1989 
(commencement of operations) to December 31, 1989.  (b) From July 31, 1989 
(commencement of operations to December 31, 1989.  
(c) From August 2, 1989 (commencement of operation) to December 31, 1989

		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 (or previously offered) Smith Barney mutual fund.  The Income and 
Growth Portfolio is most similar to Smith Barney Funds, Inc - Large Cap Value 
Fund, the U.S. Government/High Quality Securities Portfolio is most similar 
to 
the previously offered Smith Barney Funds, Inc. U.S. Government Securities 
Fund and the Reserve Account Portfolio is most similar to the previously 
offered Smith Barney Funds Income Return Account Portfolio; and the same 
experienced professionals who manage the existing Smith Barney Funds, Inc. 
Funds also manage the two 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 Portfolios 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 Portfolios 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 amortized cost, if it approximates market 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, [although it currently has insufficient assets 
to enable it to pursue its investment objective]. Of course, no assurance can 
be given that a Portfolios objective will be achieved.


THE FUNDS 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 Funds 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 Portfolios assets and an additional 10% of its assets may be invested in 
American Depository Receipts (ADRs) 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 Portfolios 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 a Nationally Recognized 
Statistical 
Rating Organization (NRSRO) such as Standard & Poors Ratings Group (S&P) 
(AAA, 
AA) or Moodys Investors Service, Inc. (Moodys) (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 
Portfolios total assets will be invested in these securities, including the 
securities held subject to repurchase agreements.

		It is anticipated that a substantial portion of the Portfolios 
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 11.  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 Moodys.

		The Reserve Account Portfolio currently has insufficient assets 
to 
enable it to invest in accordance with its investment policies.  Under its 
investment policies, it 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 Moodys; high quality corporate 
notes and bonds, including floating rate issues, rated within the two highest 
categories by an NRSRO such as S&P or Moodys 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 Portfolios 
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 Portfolios investment objective.  
Investors should realize that shares of each Portfolio will fluctuate with 
the 
market value of the securities in the Portfolio.

		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.

		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.  Such lending will be limited to 
not more than one-third of the value of a Portfolios 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, MMC must find the creditworthiness of the 
other party to the transaction to be satisfactory under guidelines approved 
by 
the Trustees.  See the SAI 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 SAI) or applicable law, and any such change will first be 
disclosed in the then current Prospectus.

Year 2000. The investment management services provided to the Fund by 
Mutual Management corp (MMC or the Manager) and the services provided to 
shareholders by Smith Barney, the Funds Distributor, depend on the smooth 
functioning of their computer systems.  Many computer software systems in use 
today cannot recognize the year 2000, but revert to 1900 or some other date, 
due to the manner in which dates were encoded and calculated.  That failure 
could have a negative impact on the Funds operations, including the handling 
of securities trades, pricing and account services.  MMC and Smith Barney 
have advised the Fund that they have been reviewing all of their computer 
systems and actively working on necessary changes to their systems to prepare 
for the year 2000 and expect that their systems will be compliant before that 
date.  In addition, MMC has been advised by the Funds custodian, transfer 
agent and accounting service agent that they are also in the process of 
modifying their systems with the same goal. There can, however, be no 
assurance that MMC, Smith Barney or any other service provider will be 
successful, or that interaction with other non-complying computer systems 
will not impair Fund services at that time. 


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 Portfolios 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 
the 
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 Portfolios 
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 
Portfolios 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 
Funds business and operations.  The Fund employs Mutual Management Corp., 
formerly Smith Barney Mutual Funds Management Inc., a wholly-owned subsidiary 
of Salomon 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) and is a subsidiary of the Travelers 
Group 
Inc., a diversified financial service holding company.

		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 Funds 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 Funds last fiscal year the management 
fee was .60% of the Income and Growth Portfolios average net assets, .45% of 
the U.S. Government/High Quality Portfolios average net assets and .45% of 
the 
Reserve Account Portfolios average net assets; and total expenses were .77%, 
1% and 1%, 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.  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 
directors, 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. The Fund will not deal with 
Smith Barney in any transaction in which Smith Barney acts as principal.

		Bruce Sargent  is primarily for management of the Income and 
Growth 
Portfolio,  Ellen C. Sonsino is a co-portfolio manager of the Portfolio.  
James Conroy is primarily for management of the U.S. Government/High Quality 
Securities Portfolio and Patrick Sheehan is primarily responsible for the 
Reserve Account Portfolio, including making all investment decisions.  Mr. 
Sargent is Managing Director of Smith Barney and has been involved in equity 
investing for Smith Barney for over 25 years and currently manages 
approximately $10 billion in assets.  Ms. Sonsino is a Managing Director of 
Smith Barney.  She has approximately 20 years of Wall Street experience, and 
has been with Smith Barney since 1984.  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.

		On April 6, 1998, the Travelers Group (Travelers) announced that 
it 
had entered into a Merger Agreement with Citicorp.  The transaction, which is 
expected to be completed during the third quarter of 1998, is subject to 
various regulatory approvals, including approval by the Federal Reserve 
Board.  
The transaction is also subject to approval by the stockholders of each of 
Travelers and Citicorp.  Upon consummation of the merger, the surviving 
corporation would be a bank holding company subject to regulation under the 
Bank Holding Company Act of 1956 (the BHCA), the requirements of the Glass-
Steagall Act and certain other laws and regulations.  Although the effects of 
the merger of Travelers and Citicorp and compliance with the requirements of 
the BHCA and the Glass-Steagall Act are still under review, the MMC does not 
believe that its compliance with applicable law following the merger of 
Travelers and Citicorp will have a material adverse effect on its ability to 
continue to provide the Fund with the same level of investment advisory 
services that it currently receives.

		The Manager was incorporated on March 12, 1968 under the laws of 
the 
State of Delaware.  As of March 31, 1998 the Manager had aggregate assets 
under the management of approximately $100.5 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 
Portfolios - 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.  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 shareholders 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 Portfolios total assets.

		The Fund may enter into reverse repurchase agreements on behalf 
of the 
Reserve Account Portfolio and the U.S. Government/High Quality Securities 
Portfolio.  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 advatageous to the 
Portfolios assets.  The Funds custodian bank will maintain a segregated 
account for the Portfolio with securities having a value equal to or greater 
than such commitments.

		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.






PART B  STATEMENT OF ADDITIONAL INFORMATION




April 30, 1998

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 (the SAI) 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, 1998 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

Statement of Additional 
Information
Pages


Trustees and Officers	
2 - 3


Investment Policies	
3 - 5


Investment Restrictions	
5 - 6


Performance Information	
6 - 8


Determination of Net Asset 
Value 
8


Redemption of Shares	
8


Custodian	
8


Counsel
8


Independent Auditors	
8


The Fund	
8 - 9


Management Agreements	
 9- 11


Voting Rights	
11 


Financial Statements	
11 - 12 


Appendix-Ratings of Debt 
Obligations
12 - 15



TRUSTEES AND OFFICERS

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 75

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.  

*HEATH B. McLENDON, Chairman of the Board and Chief Executive 
Officer
Managing Director of Smith Barney ; Director of forty-two 
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 64.

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 71.

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 67. 

*LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Smith Barney, Senior Vice President and 
Treasurer of forty-two investment companies associated with Smith 
Barney, and Director and Senior Vice President of the Manager; Age 
40.   

*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 54.

*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 38.

*CHRISTINA T. SYDOR, Secretary
Managing Director of Smith Barney and Secretary of forty-two 
investment companies associated with Smith Barney; Secretary and 
General Counsel of the Manager; Age 47.

On April 8, 1998, 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 person who was a Trustee during the Funds 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





Name of Person


Aggregate 
Compensation 
from the 
Fund

Pension or 
Retirement 
Benefits 
Accrued as 
Part of Funds 
Expenses

Total 
Compensation 
from Fund 
Complex
Total Number of 
Funds for Which 
Person Serves 
within
Fund Complex
Joseph H. 
Fleiss**+
$1,510.
00
$0
$54,900
10
Donald R. 
Foley**
1,510.0
0
0
55,400
10
Paul Hardin
1,519.0
0
0
73,000
12
Francis P. 
Martin**
1,219.0
0
0
53,000
10
Heath B. 
McLendon*
    -0-
0
            
-0-
42
Roderick C. 
Rasmussen
1,219.0
0
0
55,400
10
John P. Toolan**
1,519.0
0
0
55,400
10

________________________________________
  * 	Designates a trustee who is an interested person of the 
Fund. 

**	Pursuant to a deferred compensation plan, the indicated persons 
elected to defer the following amounts of their compensation from 
the Fund: Joseph H. Fleiss: $9, Donald R. Foley: $9, Francis P. 
Martin: $300 and John P. Toolan: $1,519, and the following amounts 
of their total compensation from the Fund Complex: Joseph H. 
Fleiss: $21,000, Donald R. Foley: $21,000, Francis P. Martin: 
$53,000 and John P. Toolan: $55,400

+	Effective January 1, 1998, Mr. Fleiss became a Trustee Emeritus. 
Upon attainment of age 72 the Funds current Trustees may elect to 
change to emeritus status.  Any directors elected or appointed to 
the Board of Directors in the future will be required to change to 
emeritus status upon attainment of age 80.  Trustees 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 Funds directors, 
together with reasonable out-of-pocket expenses for each meeting 
attended.  During the Funds last fiscal year aggregate 
compensation from the Fund to Emeritus Trustees totaled $610. 


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.
	
		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 Portfolios 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 Portfolios 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 Funds 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 SAI.
	 
	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 Portfolios 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 options 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 in the four highest 
rating categories of a nationally recognized statistical rating 
organization (an NRSRO), such as those rated Aaa, Aa, A and Baa by 
Moodys Investors Service, Inc.  (Moodys) or AAA, AA, A and 
BBB by Standard & Poors 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 Funds 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 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; 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 Portfolios 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 8.  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 Portfolios 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 Portfolios total return and average annual total 
return for the one and five year periods, and since each 
Portfolios inception date is shown below.
	
Portfolio
Total Returns as of 12/31/97 

1 year
5 year
Since Inception




Income and Growth 
Portfolio
	28.11%
    
126.90%
	212.57%
U.S. Govt/High 
Quality 
        Securities 
Portfolio
	 5.43
	34.75
	 80.62
Reserve Account 
Portfolio
	 1.36
	19.52
	 55.00

	Portfolio
Average Annual Total Returns as of 
12/31/97

1 year
5 year
Since Inception




Income and Growth 
Portfolio
	28.11%
     
17.81%
	14.43%
U.S. Govt/High 
Quality 
      Securities 
Portfolio
	 5.43
	6.15
	  7.27
Reserve Account 
Portfolio
	 1.36
	3.63
	  5.35

	
		Each Portfolios 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 Portfolios 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 Portfolios 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 Portfolios shares and to 
the risks associated with the Portfolios 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 Donoghues 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 Portfolios performance for 
any future period.
	
	
DETERMINATION OF NET ASSET VALUE
	
		The net asset value of each Portfolios 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 Years Day, Martin Luther King Jr. Day, Washingtons 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, PA 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, NY 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, 1998.

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 SAI.  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 Funds business and operations.  Mutual 
Management Corp. (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 
Barneys Research and other departments and staff will furnish the 
Manager with information, advice and assistance and will be 
available for consultation on the Funds Portfolios, thus Smith 
Barney may also be considered an investment adviser to the Fund.  
Smith Barneys 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 1995, 1996 and 1997 the management fee for the 
Income and Growth Portfolio was $172,705, $164,890, and $109,300, 
respectively, the management fee for U.S. Government/High Quality 
Portfolio was $22,181, $17,828, and $9,382, respectively, and the 
management fee for the Reserve Account Portfolio was, $10,598, 
$5,864 and $857, respectively. 
	
		The Management Agreement for each of the Funds 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 
Funds 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 Funds 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.  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 expect 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 1997 the total amount of commissionable 
transactions was $28,199, (60.8%) of which was directed to other 
brokers and $11,060 (39.2%) of which was directed to Smith Barney. 
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      
	
	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%
	1997	$28,199	$11,060	39.2%	$  -0- 	-0-%	$17,139	60.8%

	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 Portfolios 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, 1998, 
Nationwide Life Insurance Co. owned 826,543.078 (100%) of the 
outstanding shares of the Income and Growth Portfolio, 101,002.640 
(100%) of the outstanding shares of the U.S. Government/High 
Quality Securities Portfolio, and 12,276.922 (100%) of the 
outstanding shares of the Reserve Account Portfolio.
	
	
FINANCIAL STATEMENTS
	
		The following financial information is hereby incorporated 
by reference to the Funds December 31, 1997 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, 1997
			Schedules of Investments as of December 31, 1997
			Statements of Operations for the year ended December 
31, 1997
			Statements of Changes in Net Assets for the years 
ended December 31, 1997 and 1996
			Notes to Financial Statements
			Financial Highlights

	
APPENDIX - RATINGS OF DEBT OBLIGATIONS
 
BOND (AND NOTES) RATINGS 
 
Moodys Investors 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 edged.  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 as 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 by 
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. 
 
	Ba - Bonds which are rated Ba are judged to have speculative elements; 
their future cannot be considered as well assured.  Often the protection of 
interest and principal payments may be very moderate and thereby not well 
safeguarded during both good and bad times over the future.  Uncertainty of 
position characterizes bonds in this class. 
 
	B - Bonds which are rated B generally lack characteristics of the 
desirable investment.  Assurance of interest and principal payments or of 
maintenance of other terms of the contract over any long period of time may 
be small.
	
Caa - Bonds which are rated Caa are of poor standing.  Such issues may 
be in default or there may be present elements of danger with respect to 
principal or interest. 
 
	Ca - Bonds which are rated Ca represent obligations which are 
speculative in a high degree.  
Such issues are often in default or have other 
marked shortcomings. 

C - Bonds which are rated C are the lowest class of bonds and issues so 
rated can be regarded 
as having extremely poor prospects of ever attaining any real investment 
standing. 
 
	Con (..) - Bonds for which the security depends upon the completion of 
some act or the fulfillment of some condition are rated conditionally.  These 
are bonds secured by (a) earnings of projects under construction, (b) 
earnings of projects unseasoned in operating experience, (c) rentals which 
begin when facilities are completed, or (d) payments to which some other 
limiting condition attaches.  Parenthetical rating denotes probable credit 
stature upon completion of construction or elimination of basis of condition. 
 
	Note: The modifier 1 indicates that the security ranks in the higher 
end of its generic rating category; the modifier 2 indicates a mid-range 
ranking; and the modifier 3 indicates that the issue ranks in the lower end 
of its generic rating category. 
Standard & Poors Ratings Group 
 
	AAA - Debt rated AAA has the highest rating assigned by Standard & 
Poors.  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. 
 
	BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is 
regarded, on balance, as predominantly speculative with respect to capacity 
to pay interest and repay principal in accordance with the terms of the 
obligation.  BB indicates the lowest degree of speculation and C the 
highest degree of speculation.  While  such debt will likely have some 
quality and protective characteristics, these are outweighed by large 
uncertainties or major risk exposures to adverse conditions. 
 
	Plus (+) or Minus (-):  The ratings from AA to B may be modified by 
the addition of a plus or minus sign to show relative standing within the 
major rating categories. 
 
Provisional Ratings:  The letter p indicates that the rating is 
provisional.  A provisional rating assumes the successful completion of the 
project being financed by the debt being rated and indicates that payment of 
debt service requirements is largely or entirely dependent upon the 
successful and timely completion of the project.  This rating, however, while 
addressing credit quality subsequent to completion of the project, makes no 
comment on the likelihood of, or the risk of default upon failure of, such 
completion.  The investor should exercise judgment with respect to such 
likelihood and risk. 
 
	L The letter L indicates that the rating pertains to the principal 
amount of those bonds where the underlying deposit collateral is fully 
insured by the Federal Savings & Loan Insurance Corp. or the Federal Deposit 
Insurance Corp. 
 
	 Continuance of the rating is contingent upon S&Ps receipt of closing 
documentation confirming investments and cash flow. 
 
	* Continuance of the rating is contingent upon S&Ps receipt of an 
executed copy of the escrow agreement. 
 
	NR  Indicates no rating has been requested, that there is insufficient 
information on which to base a rating, or that S&P does not rate a particular 
type of obligation as a matter of policy. 
 
COMMERCIAL PAPER RATINGS 
 
Moodys Investors Service, Inc. 
 
	Issuers rated Prime-1 (or related supporting institutions) have a 
superior capacity for repayment of short-term promissory obligations.  Prime-
1 repayment 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 changes 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 
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 & Poors Ratings Group 
 
A-1 - This designation indicates that the degree of safety regarding 
timely payment is either overwhelming or very strong.  Those issuers 
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. 

u:\funds\$sva\1998\secdocs\sai98.doc	19


PART C 
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, 1997	--	*

		Statements of Operations for the
		year ended December 31, 1997	--	*

		Statements of Changes in Net Assets for
		the years ended December 31, 1997 and 1996	--	*

		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 Registrants 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 23, 1998     
	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 Registrants 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 included 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 Mutual Management Corp. 
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 Inc. (Smith Barney) currently acts as a distributor for Concert 
Allocation Series; Concert Investment Series; Consulting Group Capital 
Markets 
Funds; Global Horizons Investment Series (Cayman Islands); Greenwich Street 
California Municipal Fund Inc.; Greenwich Street Municipal Fund Inc.; 
Greenwich Street Series Fund; High Income Opportunity Fund 
Inc.; The Italy Fund Inc.; Managed High Income Portfolio Inc.; Managed 
Municipals Portfolio II Inc.; Managed Municipals Portfolio Inc.; Municipal 
High 
Income Fund Inc.; Puerto Rico Daily Liquidity Fund Inc.; Smith Barney 
Adjustable Rate Government Income Fund; Smith Barney Aggressive Growth Fund 
Inc.; Smith Barney Appreciation Fund Inc.; Smith Barney Arizona 
Municipals Fund Inc.; Smith Barney California Municipals Fund Inc.; Smith 
Barney Concert Allocation Series Inc.; Smith Barney Small Cap Blend Fund, 
Inc.; Smith Barney Equity Funds; Smith Barney Fundamental 
Value Fund Inc.; Smith Barney Funds, Inc.; Smith Barney Income Funds; Smith 
Barney Income Trust; Smith Barney Institutional Cash Management Fund, Inc.; 
Smith Barney Intermediate Municipal Fund, Inc.; Smith 
Barney Investment Funds Inc.; Smith Barney Investment Trust; Smith Barney 
Managed Governments Fund Inc.; Smith Barney Managed Municipals Fund Inc.; 
Smith Barney Massachusetts Municipals Fund; Smith Barney 
Money Funds, Inc.; Smith Barney Muni Funds; Smith Barney Municipal Fund, 
Inc.; Smith Barney Municipal Money Market Fund, Inc.; Smith Barney Natural 
Resources Fund Inc.; Smith Barney New Jersey Municipals Fund Inc.; Smith 
Barney Oregon Municipals Fund Inc.; Smith Barney Principal Return Fund; Smith 
Barney Puerto Rico Equity Index and Income Fund Smith Barney 
Telecommunications Trust; Smith Barney Variable Account Funds; Smith Barney 
World Funds, Inc.; Smith Barney Worldwide Special Fund N.V. (Netherlands 
Antilles); Travelers Series Fund Inc.; The USA High Yield Fund N.V.; 
Worldwide Securities Limited  (Bermuda); Zenix Income Fund Inc. and various 
series of unit investment trusts.
    

	(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 Act are 
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 Registrants 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 1998.

	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, 1998	 
(Heath B. McLendon)	and Chief Executive Officer	


/s/ Lewis E. Daidone        		Senior Vice President
(Lewis E. Daidone)			and Treasurer		April 30, 1998
					
		
Joseph H. Fleiss*          		Trustee			April 30, 1998
(Joseph H. Fleiss)

Donald R. Foley*          		Trustee			April 30, 1998
(Donald R. Foley)

Paul Hardin*                           	Trustee			April 
30,1998     
(Paul Hardin)

Roderick C. Rasmussen*  		Trustee			April 30, 1998
(Roderick C. Rasmussen)

John P. Toolan*             		Trustee			April 30, 1998
(John P. Toolan)


*By: /s/ Christina T. Sydor               				April 30, 
1998
   Christina T. Sydor
   Pursuant to Power of Attorney





	EXHIBIT INDEX

	Auditors Consent

	Financial Data Schedule

	Cover Letter to SEC