SMITH BARNEY SHEARSON SERIES FUND

AMENDMENT NO. 3 TO THE MASTER TRUST AGREEMENT
(Change of Name of the Fund and Change of Emeritus Policy )

	The undersigned, Assistant Secretary of Smith Barney Shearson 
Series Fund (the "Fund"), does hereby certify that pursuant to 
Article I, Section 1.1 and Article VII, Section 7.3 of the  Master 
Trust Agreement dated May 13, 1991, the following votes were duly 
adopted by the Board of Trustees at a Regular Meeting of the Board 
held on July 20, 1994:

(Change of Name of the Fund)

VOTED:	That the name of the Fund previously established and 
designated pursuant to the Fund's Master Trust Agreement 
be modified and amended as set forth below:

	Current Name:				Name as Amended:

	Smith Barney Shearson 		Smith Barney 
	Series Fund				Series Fund 

	; and further


(Change of Emeritus Policy)

VOTED:	That Article III, Sections 3.1(i) and 3.1(j) of the 
Fund's Master Trust Agreement be and are hereby amended 
and restated in their entirety as follows:
	
	Section 3.1(i)

	A Trustee who has reached the age of seventy two (72) years 
may elect the status of Trustee Emeritus provided that the 
Trustee has served for ten (10) years as a member of the 
Fund's Board of Trustees or of the Board of Trustees of 
another investment company distributed, advised or 
administered by an entity under common control with the 
Fund's distributor, investment adviser or administrator.  
Upon reaching eighty (80) years of age, a Trustee must elect 
status as a Trustee Emeritus.  (The foregoing provisions 
shall not be deemed to restrict a Trustee's ability to 
resign.)

	Section 3.1(j)

	A Board Member designated as a Trustee Emeritus may attend 
meetings of the Board of Trustees, however, he or she shall 
have no voting rights and shall not be under a duty to manage 
or direct the business and affairs of the Fund.  A Trustee 
Emeritus shall not be deemed to stand in a fiduciary relation 
to the Fund and shall not be responsible to discharge the 
duties of a Trustee or to exercise that diligence, care or 
skill which a Trustee would ordinarily be required to 
exercise under applicable laws.  In addition, a Trustee 
Emeritus shall be indemnified to the full extent that an 
officer or Trustee of the Fund may be indemnified under the 
Fund's governing documents and applicable state and federal 
laws.

	As long as a Board Member is a Trustee Emeritus, but in no 
event for more than a period of ten (10) years, provided the 
Fund has net assets in excess of $100 million, a Trustee 
Emeritus will receive 50% of the annual retainer and annual 
meeting fees paid to active Board Members.  In any event, a 
Trustee Emeritus shall be entitled to reasonable out-of-
pocket expenses for each meeting attended; and further

VOTED:	That the appropriate officers of the Fund be, and each 
hereby is, authorized to execute and file any notices 
required to be filed reflecting the foregoing changes; 
to execute amendments to the Fund's Master Trust 
Agreement and By-Laws reflecting the foregoing change; 
and to execute and file all requisite certificates, 
documents and instruments and to take such other actions 
required to cause said amendment to become effective and 
to pay all requisite fees and expenses incident thereto; 
and further



		IN WITNESS WHEREOF, the undersigned has hereunto set his 
hand this 14th day of October, 1994.


						/s/ Lee D. Augsburger  
						Lee D. Augsburger
						Assistant Secretary







funds/ssf/namechge.doc