MANAGEMENT AGREEMENT

SMITH BARNEY/TRAVELERS SERIES FUND INC.

(AIM Capital Appreciation Portfolio) 

									October 10, 1995


SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
388 Greenwich Street
New York, New York 10013


Dear Sirs:

	Smith Barney/Travelers Series Fund Inc. (the "Company"), a corporation 
organized under the laws of the State of Maryland, on behalf of the AIM 
Capital Appreciation Portfolio (the "Portfolio"), confirms its agreement with 
Smith Barney Mutual Funds Management Inc. (the "Manager"), as follows:

	1.	Investment Description; Appointment

	The Company desires to employ its capital relating to the Portfolio by 
investing and reinvesting in investments of the kind and in accordance with 
the investment objective(s), policies and limitations specified in the 
prospectus (the "Prospectus") and the statement of additional information (the 
"Statement") filed with the Securities and Exchange Commission as part of the 
Company's Registration Statement on Form N-1A on February 23, 1994 as amended 
from time to time, and in the manner and to the extent as may from time to 
time be approved by the Board of Directors of the Company (the "Board").  
Copies of the Prospectus and the Statement have been or will be submitted to 
the Manager.  The Company agrees promptly to provide copies of all amendments 
to the Prospectus and the Statement to the Manager on an on-going basis.  The 
Company desires to employ and hereby appoints the Manager to act as manager of 
the Portfolio.  The Manager accepts the appointment and agrees to furnish the 
services for the compensation set forth below.

	2.	Services as Investment Manager

	Subject to the supervision, direction and approval of the Board of the 
Company the Manager shall administer the Portfolio's corporate affairs and, in 
connection therewith, shall furnish the Portfolio with office facilities and 
with clerical, bookkeeping and recordkeeping services at such office 
facilities, and, subject to the provisions of the Subadvisory Agreement (as 
hereinafter defined), the Manager will manage the investment operations of the 
Portfolio and will furnish or cause to be furnished to the Portfolio advice 
and assistance with respect to the acquisition, holding or disposal of the 
Portfolio's investments, in accordance with the Portfolio's investment 
objective, policies and restrictions as stated in the Prospectus and 
Statement.  It is expressly understood and the Company hereby agrees that the 
Manager will enter into an agreement, dated the date hereof (the "Subadvisory 
Agreement") with AIM Capital Management, Inc. ("AIM Capital") pursuant to 
which AIM Capital is authorized, in its sole discretion and without prior 
consultation with the Manager to provide to the Portfolio the investment 
advisory services specified therein and that so long as such agreement remains 
in effect the Manager shall have no obligation hereunder to render to the 
Portfolio the services specified therein. 

	3.	Information Provided to the Company

	The Manager shall keep the Company informed of developments materially 
affecting the Portfolio, and shall, on its own initiative, furnish the Company 
from time to time with whatever information the Manager believes is 
appropriate for this purpose.

	4.	Standard of Care

	The Manager shall exercise its best judgment and shall act in good faith 
in rendering the services listed in paragraph 2 above.  The Manager shall not 
be liable for any error of judgment or mistake of law or for any loss suffered 
by the Company in connection with the matters to which this Agreement relates, 
provided that nothing in this Agreement shall be deemed to protect or purport 
to protect the Manager against any liability to the Company or the 
shareholders of the Portfolio to which the Manager would otherwise be subject 
by reason of willful misfeasance, bad faith or gross negligence on its part in 
the performance of its duties or by reason of the Manager's reckless disregard 
of its obligations and duties under this Agreement.

	5.	Compensation

	In consideration of the services rendered pursuant to this Agreement, 
the Portfolio will pay the Manager an annual fee calculated at the rate of 
0.80% of the Portfolio's average daily net assets; the fee is calculated daily 
and paid monthly.  The fee for the period from the Effective Date (defined 
below) of the Agreement to the end of the month during which the Effective 
Date occurs shall be prorated according to the proportion that such period 
bears to the full monthly period.  Upon any termination of this Agreement 
before the end of a month, the fee for such part of that month shall be 
prorated according to the proportion that such period bears to the full 
monthly period and shall be payable upon the date of termination of this 
Agreement.  For the purpose of determining fees payable to the Manager, the 
value of the Portfolio's net assets shall be computed at the times and in the 
manner specified in the Prospectus and/or the Statement.

	6.	Expenses

	The Manager shall bear all expenses (excluding brokerage costs, 
custodian fees, auditors fees or other expenses to be borne by the Portfolio 
or the Company) in connection with the performance of its services under this 
Agreement and shall pay (a) AIM Capital, as sub-investment adviser to the 
Portfolio under the Subadvisory Agreement, and (b) to any additional or 
substitute sub-investment adviser or advisers retained by the Manager to 
provide advisory services to the Portfolio (together with AIM Capital, each a 
"Sub-Adviser"), the fees required to be paid to each Sub-Adviser.  The 
Portfolio will bear certain other expenses to be incurred in its operation, 
including, but not limited to, investment advisory, sub-advisory and 
administration fees, other than those payable to a Sub-Adviser or any 
additional or substitute investment adviser; fees for necessary professional 
and brokerage services; fees for any pricing service; the costs of regulatory 
compliance; and pro rata costs associated with maintaining the Company's legal 
existence and shareholder relations.  All other expenses not specifically 
assumed by the Manager hereunder on behalf of the Portfolio are borne by the 
Company.

	7.	Reduction of Fee

	If in any fiscal year the aggregate expenses of the Portfolio (including 
fees pursuant to this Agreement and the Portfolio's administration agreement, 
if any, but excluding interest, taxes, brokerage and extraordinary expenses) 
exceed the expense limitation of any state having jurisdiction over the 
Portfolio, the Manager shall reduce its fee to the Portfolio by the proportion 
of such excess expense equal to the proportion that its fee hereunder bears to 
the aggregate of fees paid by the Portfolio for investment management, advice 
and administration in that year, to the extent required by state law.  A fee 
reduction pursuant to this paragraph 7, if any, shall be estimated, reconciled 
and paid on a monthly basis.  The Company confirms that, as of the date of 
this Agreement, no such expense limitation is applicable to the Portfolio.

	8.	Services to Other Companies or Accounts

	The Company understands that the Manager now acts, will continue to act 
and may act in the future as investment manager or adviser to fiduciary and 
other managed accounts, and as investment manager or adviser to other 
investment companies, and the Company has no objection to the Manager's so 
acting, provided that whenever the Portfolio and one or more other investment 
companies or accounts managed or advised by the Manager have available funds 
for investment, investments suitable and appropriate for each will be 
allocated in accordance with a formula believed to be equitable to each 
company and account.  The Portfolio recognizes that in some cases this 
procedure may adversely affect the size of the position obtainable for the 
Portfolio.  In addition, the Portfolio understands that the persons employed 
by the Manager to assist in the performance of the Manager's duties under this 
Agreement will not devote their full time to such service and nothing 
contained in this Agreement shall be deemed to limit or restrict the right of 
the Manager or any affiliate of the Manager to engage in and devote time and 
attention to other businesses or to render services of whatever kind or 
nature.

	9.	Term of Agreement

	This Agreement shall become effective October 10, 1995 (the "Effective 
Date") and shall continue for an initial two-year term and shall continue 
thereafter so long as such continuance is specifically approved at least 
annually as required by the Investment Company Act of 1940, as amended (the 
"1940 Act").  This Agreement is terminable, without penalty, on 60 days' 
written notice, by the Board of the Company or by vote of holders of a 
majority (as defined in the 1940 Act and the rules thereunder) of the 
outstanding voting securities of the Portfolio, or upon 60 days' written 
notice, by the Manager.  This Agreement will also terminate automatically in 
the event of its assignment (as defined in the 1940 Act and the rules 
thereunder).

	10.	Representation by the Company

	The Company represents that a copy of the Articles of Incorporation is 
on file with the Secretary of the State of Maryland.





	
	If the foregoing is in accordance with your understanding, kindly 
indicate your acceptance of this Agreement by signing and returning the 
enclosed copy of this Agreement.


						Very truly yours,

					SMITH BARNEY/TRAVELERS SERIES FUND INC. 




						By:                                              
							Name: Heath B. McLendon
						Title: Chairman and Chief Executive Officer

Accepted:

SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.




By:                                          
	Name: Lewis E. Daidone
	Title: Senior Vice President





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