SMITH BARNEY VARIABLE ACCOUNT FUNDS





Prospectus 

April 30, 1999







The Income and Growth Portfolio seeks current income and long-term 
growth of income and capital by investing primarily 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.  This Portfolio currently has insufficient assets 
to enable it to invest in accordance with its investment program.

The Reserve Account Portfolio seeks current income from a portfolio 
of money market instruments and other high quality fixed income 
obligations with limited maturities.  This Portfolio currently has 
insufficient assets to enable it to invest in accordance with its 
investment program.






Shares of each Portfolio are offered only to 
insurance company separate accounts which fund 
certain variable annuity and variable life 
insurance contracts.  This prospectus should be 
read together with the prospectus for those 
contracts.

The Securities and Exchange Commission has not 
approved or disapproved these securities or 
determined whether this prospectus is accurate or 
complete.  Any statement to the contrary is a 
crime.

   
Contents

Fund goal and main strategies

Page


The Income and Growth Portfolio	

1




The U.S. Government/High Quality 
Securities 
Portfolio	


3




The Reserve Account Portfolio	

4




More on the Portfolios' investments	

5




Management	

6




Share transactions	

7




Share price	

7




Dividends, distributions and taxes	

8




Financial highlights	

9

    

The manager:
   
SSBC Fund Management Inc. ("SSBC") serves as the manager and selects 
investments for each Portfolio.  SSBC is an affiliate of Salomon Smith 
Barney Inc. and subsidiary of Citigroup Inc.  Citigroup businesses produce 
a broad range of financial services - asset management, banking and 
consumer finance, credit and charge cards, insurance, investments, 
investment banking and trading - and use diverse channels to make them 
available to consumers and corporate customers around the world. 
    
You should know:

An investment in a Portfolio is not a bank deposit and is not insured or 
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any 
other government agency.

Fund goal and main strategies					
The Income and Growth Portfolio

Investment objective	

Current income and long-term growth of income and capital.

Key investments
The Portfolio invests primarily in dividend paying common stocks of 
U.S. companies 
having market capitalizations of at least $5 billion at the time of investment. 


Selection process

The manager employs a two-step selection process.  
First, the manager uses proprietary 
models and fundamental research to find stocks that are 
underpriced in the market relative to their fundamental value.  
Next, the manager looks for a positive catalyst in the company's 
near term outlook, which the manager believes, 
would accelerate earnings. 
 

In selecting individual companies for investment, the manager looks for the
following:
-Low market valuations measured by the manager's valuation models
-Above average dividend yields and established dividend records
-Positive changes in earnings prospects because of 
-	New management
-	Effective research, product development and marketing
-	A business strategy not yet recognized by the marketplace
-	Regulatory changes favoring the company
-High return on invested capital and strong cash flow
-Liquidity


Principal risks of investing in the Portfolio

While an investment in common stocks offers the potential for 
capital appreciation, it also involves certain risks.  Investors 
could lose money on their investment in the 
Portfolio, or the Portfolio may not perform as well as other 
investments, if any of the following occurs:



?	The U.S. stock market goes down.

?	Value stocks or larger capitalization stocks fall temporarily 
out of favor with investors.

? An adverse event depresses the value of a company's stock 
held by the Portfolio.

?	The manager's judgment about the attractiveness, value or 
potential appreciation of a particular stock proves to be incorrect.






Portfolio performance
This bar chart indicates the risks of investing in the Portfolio 
by showing changes in the Portfolio's performance from year to year.  
The table shows how the Portfolio's average annual returns for 
different calendar periods compare to the return of the 
Standard & Poor's (S&P) 500 Index.  The S&P 500 Index is an index of 
widely held common stocks listed on the New York and 
American Stock Exchanges and the over-the-counter 
markets. Figures for the index include reinvestment of dividends. 
The index is unmanaged and is not subject to management and 
trading expenses as the Portfolio is.  Past 
performance does not necessarily indicate how the Portfolio will 
perform in the future.


[BAR GRAPH]

                                % Total Return

1990   1991    1992    1993     1994     1995     1996     1997    1998
----    ----    ------    ----     ----     ----      ----
                                                  
8.11%   12.50%   6.91%  5.91%   -0.35%   17.20%   3.34%    5.43%    0.22%

Calendar years ended
December 31

The bar chart shows the portfolio's performance for each full calendar 
year since its inception.in 1989.
 

Average Annual Total Returns
(for the periods ended December 31, 1998)
<TABLE>   
---------------------------------------
<CAPTION>
               One    Five   Since
               year   years  inception*
---------------------------------------
<S>            <C>    <C>    <C>
Portfolio     12.89%   16.65% 14.27%
S&P 500 Index  28.60% 24.05%  17.47 
---------------------------------------
</TABLE>    


Quarterly returns:
Highest: 15.10% in 1st quarter 1998
Lowest: -11.59% in 3rd quarter 1998





Portfolio manager

Ellen Cardozo Sonsino

Ellen Cardozo Sonsino is primarily responsible for the day-to-day 
management of the Portfolio.  Ms. Sonsino, an investment officer of 
SSBC Fund Management Inc. and a managing director of Salomon Smith Barney, 
has been with Salomon Smith Barney since 1984 and has 21 years of 
investment management experience. 



 Fund goal and main strategies				
	The U.S. Government/High

Quality Securities Portfolio

Investment objective

High current income and security of principal.  

Key investments

The Portfolio invests substantially all of its assets in repurchase 
agreements and U.S. treasury bills.  The Portfolio has insufficient 
assets to invest those assets according 
to the policies which have been adopted by the board of trustees 
of the trust. These policies provide for the Portfolio to invest 
primarily in U.S. government securities and 
in U.S. corporate fixed income obligations .These policies also provide that a 
substantial portion of the Portfolio's assets may be invested in 
mortgage-related securities, including GNMA Certificates.  
GNMA Certificates represent part ownership of 
a pool of mortgage loans with the characteristic that the 
timely payment of principal and interest from the pool is 
guaranteed by the U.S. Government. The Portfolio does not 
anticipate that it will ever grow to a sufficient size to invest 
according to these policies.

Credit quality:  The Portfolio invests in repurchase agreements which are fully 
collaterized as to principal and interest by U.S. government securities 
and money market instruments rated within the two highest rating categories 
by a nationally recognized ratings agency or, if unrated, are of 
equivalent quality as determined by the manager.  
It may also invest in U.S. treasury bills which are rated in the 
highest rating category and are guaranteed by the full faith and credit of 
the U.S. government.





Principal risks of investing in the Portfolio

Because the Portfolio invests primarily in repurchase agreements and U.S.
treasury bills, the Portfolio is subject to the risks associated with 
these investments. The risks associated with entering into repurchase 
agreements are described on page 7 below. 
Investments in U.S. treasury bills subject the fund to interest
 rate risk. If interest rates increase, the price of the treasury bills 
will decline reducing the value of the fund's portfolio. 


Portfolio performance

This bar chart indicates the risks of investing in the Portfolio by 
showing changes in the Portfolio's performance from year to year.
The table shows how the Portfolio's average annual returns for 
different calendar periods compare to the return of the 
Lehman Brothers GNMA Mutual Fund Index (Lehman Brothers Index).
The Lehman Brothers Index is composed of 15-year and 30-year fixed-
rate securities backed by mortgage pools of the Government National 
Mortgage Association. The index is unmanaged and is not 
subject to management and trading expenses as the Portfolio is.
Past performance does not necessarily indicate how the Portfolio 
will perform in the future.

   
[BAR GRAPH]

                                % Total Return

1990   1991    1992    1993     1994     1995     1996     1997    1998
----    ----    ------    ----     ----     ----      ----
                                                  
8.11%   12.50%   6.91%  5.91%   -0.35%   17.20%   3.34%    5.43%    0.22%
    
Calendar years ended
December 31

The bar chart shows the performance of 
the Portfolio's shares for each full 
calendar year since its inception in 
1989`


Average Annual Total Returns
(for the periods ended December 31, 1998)
<TABLE>   
---------------------------------------
<CAPTION>
               One    Five   Since
               year   years  inception*
---------------------------------------
<S>            <C>    <C>    <C>
Portfolio     0.22%   4.98% 6.5%
Lehman Brothers
 Index         6.93% 7.34%  8.56% 
---------------------------------------
</TABLE>    




Quarterly returns:
Highest: 6.47% in 2nd quarter 1992 
Lowest: -3.42% in 1st quarter 1992

Fund goal and main strategies				

The Reserve Account Portfolio
	

Investment objective

Current income.  

Key investments

The Portfolio invests substantially all of its assets in 
repurchase agreements and U.S. treasury bills.  The Portfolio has 
insufficient assets to invest in accordance with the 
policies which have been adopted by the board of trustees of the trust.
These policies provide for the Portfolio to invest exclusively in 
money market instruments and other high quality fixed income obligations 
with limited maturities.  The Portfolio does not anticipate that it will 
ever grow to a sufficient size to invest according to these 
policies.

Credit quality:  The Portfolio invests in repurchase agreements which are fully 
collaterized as to principal and interest by U.S. government securities 
and money market instruments rated within the two highest rating categories 
by a nationally recognized ratings agency or, if unrated, are of 
equivalent quality as determined by 
the manager.  It may also invest in U.S. treasury bills which 
are rated in the highest rating category and are guaranteed by the 
full faith and credit of the U.S. government.



Principal risks of investing in the Portfolio

Because the Portfolio invests primarily in repurchase agreements 
and U.S. treasury bills, the Portfolio is subject to the risks 
associated with these investments. The risks associated with entering 
into repurchase agreements are described on page 7 below. 
Investments in U.S. treasury bills subject the fund to interest 
rate risk. If interest rates increase, the price of the treasury bills 
will decline reducing the value of the fund's portfolio.


Portfolio performance


This bar chart indicates the risks of investing in the Portfolio 
by showing changes in the Portfolio's performance from year to year.
The table shows how the Portfolio's 
average annual returns for different calendar periods compare 
to the return of the Salomon Brothers 1-Year Treasury Index 
(Salomon Brothers Index).  The Salomon Brothers 
Index is composed of one 1-Year United States Treasury Bond 
whose return is tracked until its maturity. The index is unmanaged 
and is not subject to management and trading 
expenses as the Portfolio is. Past performance does not 
necessarily indicate how the 
Portfolio will perform in the future.



[BAR GRAPH]

                                % Total Return

1990   1991    1992    1993     1994     1995     1996     1997    1998
----    ----    ------    ----     ----     ----      ----
                                                  
8.3%    10.64%   4.82%   4.59%    1.99%    8.83%    1.57%   1.36%   -0.89%

Calendar years ended December 31

The bar chart shows the performance of 
the Portfolio's shares for each full 
calendar year since its inception in 
1989`


Average Annual Total Returns
(for the periods ended December 31, 1998)
<TABLE>   
---------------------------------------
<CAPTION>
               One    Five   Since
               year   years  inception*
---------------------------------------
<S>            <C>    <C>    <C>
Portfolio     -0.89%   2.52% 4.66%
Salomon Brothers
 Index         5.89% 5.66%  6.19% 
---------------------------------------
</TABLE>    




Quarterly Returns:
   
Highest: 3.37% in fourth quarter 1991
Lowest: -0.92% in fourth quarter 1996
    

Portfolio manager 
SSBC employs a team of investment professionals to make the 
day-to-day investment decisions for the Portfolio.







More on the Portfolios' Investments			

Additional investments and investment techniques.  Each portfolio describes its 
investment objective and its principal investment strategies and 
risks under "Portfolio 

Goals and Strategies."  This section provides additional information about the 
Portfolios' investments and certain portfolio management techniques 
the Portfolios may use.  More information about the Portfolios' investments 
and portfolio management techniques, some of which entail risks, is 
included in the statement of additional information (SAI).	


Fixed income investments.  The U.S. Government/High Quality Securities 
Portfolio and, to a limited extent, the Income and Growth Portfolio, 
invest in fixed income securities, including bonds, notes 
(as well as structured notes), mortgage-related and 
asset-backed securities (The U.S. Government/High Quality 
Securities Portfolio only), convertible securities, preferred stocks, 
and money market instruments.  Fixed income 
securities may be issued by U.S. corporations; U.S. banks and U.S. 
branches of foreign banks; the U.S. government, its agencies, 
authorities, instrumentalities or sponsored enterprises; and state 
and municipal governments.

These securities may have all types of interest rate payment 
and reset terms, including fixed rate, adjustable rate, zero coupon, 
contingent, deferred, payment in kind and auction rate features.

Mortgage-related securities may be issued by private companies or 
by agencies of the U.S. government and represent direct or 
indirect participations in, or are 
collateralized by and payable from, mortgage loans secured by 
real property.  Asset backed securities represent participation in, 
or are secured by and payable from, 
assets such as installment sales or loan contracts, leases, 
credit card receivables and other categories of receivables.


Investment Grade Securities.  Securities are investment grade if:

?	They are rated, respectively, in one of the 
top four long-term rating categories 
of a nationally recognized statistical rating organization.

?	They have received a comparable short-term or other rating.

?	They are unrated securities that the manager believes 
are of comparable quality to investment grade rated securities.

If a security receives different ratings by two or more 
nationally recognized ratings agencies, a Portfolio will treat 
the security as being rated in the highest rating 
category.  A Portfolio may choose not to sell securities 
that are downgraded after their purchase below the 
Portfolio's minimum acceptable credit rating.  The Income and 
Growth Portfolio's credit quality standards also apply to 
counterparties to over-the-counter derivatives contracts.


Foreign investments.  The Income and Growth Portfolio may 
purchase American Depositary Receipts (ADRs) which are U.S. dollar 
denominated securities representing an interest 
in an underlying foreign security.  Because the value of an 
ADR is dependent upon the market price of the underlying foreign security, 
ADRs are subject to most of the risks 
associated with foreign investing. Foreign countries generally 
have markets that are less liquid and more volatile than markets in the U.S.  
In some foreign countries, there is also less information available 
about foreign issuers and markets because of 
less rigorous accounting and regulatory standards than in the U.S.  Currency 
fluctuations could erase investment gains or add to investment losses.  


Securities lending.  Each Portfolio may engage in securities lending to 
increase its net investment income.  Each Portfolio will only lend 
securities if the loans are callable by the Portfolio at any time and 
the loans are continuously secured by cash or 
liquid securities equal to no less than the market value, 
determined daily, of the securities loaned.  The risks in lending 
securities consist of possible delay in 
receiving additional collateral, delay in recovery of securities 
when the loan is called or possible loss of collateral should the 
borrower fail financially.


Repurchase Agreements.  Each Portfolio may enter into repurchase agreements.
A repurchase agreement arises when a Portfolio purchases a security 
and simultaneously agrees to resell it to the counterparty at an 
agreed-upon future date, normally the next business day.
The Portfolio earns a rate of return on the repurchase agreement 
because the resale price is higher than the purchase price.  In entering into a 
repurchase agreement, a Portfolio bears a risk of loss in the event that the 
counterparty defaults on its obligation to repurchase the security 
and the Portfolio is delayed or prevented from exercising its 
rights to dispose of the security.  This includes the risk of a 
possible decline in the value of the security during the period 
in which the Portfolio seeks to assert its rights to it, the risk of 
incurring expenses associated with asserting those rights and the 
risk of losing all or a part of the 
income from the agreement.  Each Portfolio only enters 
into repurchase agreements with 
commercial banks or broker-dealers considered creditworthy by the 
manager and which are fully collateralized as to principal and interest 
by U.S. Government securities and money market instruments. 

Reverse Repurchase Agreements.  The U.S. Government/High Quality 
Securities Portfolio may enter into reverse repurchase agreements.
  In a reverse repurchase agreement, the 
Portfolio sells securities and agrees to repurchase them at a 
mutually agreed upon date and price.  At the time the Portfolio enters 
into a reverse repurchase agreement, it will establish a 
segregated account containing cash or liquid assets having a value not 
less than the repurchase price (including accrued interest) that is 
marked to market daily.  Reverse repurchase agreements involve 
several risks.  These include the risk that the investments made with the 
cash proceeds of the initial sale will incur losses 
or otherwise generate a lower return than the interest included 
in the amount of the repurchase price.  They also involve the risk that 
the market value of the securities 
which the Portfolio is obligated to repurchase may decline below 
the repurchase price 
or that the counterparty may default on its obligation to resell 
the securities.  To the extent a fund enters into reverse repurchase 
agreements to leverage its portfolio 
this practice may have the effect of magnifying losses or gains.

Defensive investing:  Each Portfolio may depart from its principal investment 
strategies in response to adverse market, economic or 
political conditions by taking 
temporary defensive positions in all types of money market and short-term debt 
securities.  If a Portfolio takes a temporary defensive position,
 it may be unable to achieve its investment goal.




Management
SSBC manages the investment operations of each Portfolio and receives the
following fees from each portfolio for these services.  
For the year ended December 31, 1998, SSBC waived all of its 
management fees and reimbursed expenses for the U.S. 
Government/High Quality Securities and Reserve Account Portfolios.









Portfolio

   
Actual management fee 
paid for the fiscal 
year ended December 
31, 1998
(as a percentage 
of the portfolio's 
average daily net 
assets)


Contractual
management fee 
(as a percentage 
of the portfolio's 
average daily net 
assets)

The Income and Growth Portfolio 	

0.60%

0.60%

The U.S. Government/High Quality 
Securities Portfolio

    
   
0%
    
0.45%

The Reserve Account Portfolio 
   0%
    
0.45%


Year 2000 issue.  Information technology experts are concerned about 
computer systems' ability to process date-related information on and after 
January 1, 2000.  This situation, commonly known as the "Year 2000" issue, 
could have an adverse impact on the Portfolios.  The managers are 
addressing the Year 2000 issue for their systems.  The Portfolios have 
been informed by their other service providers that they are taking 
similar measures.  Although the Portfolios do not expect the Year 2000 
issue to adversely affect them, the Portfolios cannot guarantee that their 
efforts (limited to requesting and receiving reports from their service 
providers) or the efforts of their service providers to correct the 
problem will be successful. 






Share Transactions
Availability of the Portfolios

Shares of the Portfolios are available only through the purchase of 
variable annuity or variable life insurance contracts issued by insurance 
companies through their separate accounts.  The variable insurance 
products may or may not make investments in all the Portfolios described 
in this prospectus.

The interests of different variable insurance products investing in a 
Portfolio could conflict due to differences of tax treatment and other 
considerations.  The Portfolios currently do not foresee any disadvantages 
to investors arising from the fact that each Portfolio may offer its 
shares to different insurance company separate accounts that serve as the 
investment medium for their variable annuity and variable life products.  
Nevertheless, the board of trustees intends to monitor events to identify 
any material irreconcilable conflicts which may arise, and to determine 
what action, if any, should be taken in response to these conflicts.  If a 
conflict were to occur, one or more insurance companies' separate accounts 
might be required to withdraw their investments in one or more Portfolios 
and shares of another Portfolio may be substituted.  In addition, the sale 
of shares may be suspended or terminated if required by law or regulatory 
authority or is in the best interests of the portfolios' shareholders. 

Redemption of shares

The redemption price of the shares of each Portfolio will be the net asset 
value next determined after receipt by the Portfolio of a redemption order 
from a separate account, which may be more or less than the price paid for 
the shares. The Portfolio will ordinarily make payment within one business 
day after receipt of a redemption request in good order, though redemption 
proceeds must be remitted to a separate account on or before the seventh 
day following receipt of the request in good order, except on a day on 
which the New York Stock Exchange is closed or as permitted by the SEC in 
extraordinary circumstances.



Share Price
Each Portfolio's net asset value is the value of its assets minus its 
liabilities.  Each Portfolio calculates its net asset value every day the 
New York Stock Exchange is open.  This calculation is done when regular 
trading closes on the Exchange (normally 4:00 p.m., Eastern time).  If the 
New York Stock Exchange closes early, each portfolio accelerates the 
calculation of its net asset value to the actual closing time.

Each Portfolio generally values its portfolio securities based on market 
prices or quotations.  When market prices are not available, or when the 
manager believes that they are unreliable, the Portfolio may price those 
securities at fair value.  Fair value is determined in accordance with 
procedures approved by the Portfolio's board.  A Portfolio that uses fair 
value to price securities may value those securities higher or lower than 
another portfolio that uses market quotations to price the same 
securities.

Unless there are extraordinary or unusual circumstances, the Portfolios 
use the amortized cost method of valuing their money market securities 
with remaining maturities of 60 days or less.  Under the amortized cost 
method, assets are valued by constantly amortizing over the remaining life 
of an instrument the difference between the principal amount due at 
maturity and the cost of the instrument to the Portfolio. 


Dividends, Distributions and Taxes
Each Portfolio intends to qualify and be taxed as a "regulated investment 
company" under Subchapter M of the Internal Revenue Code of 1986 (the 
"Code"), as amended. In order to qualify to be taxed as a regulated 
investment company, each Portfolio must meet certain income and 
diversification tests and distribution requirements.  As a regulated 
investment company meeting these requirements, a Portfolio will not be 
subject to federal income tax on its net investment income and net capital 
gains that it distributes to its shareholders.  All income and capital 
gain distributions are automatically reinvested in additional shares of 
the Portfolio at net asset value and are includable in gross income of the 
separate accounts holding such shares. The Income and Growth Portfolio 
expects distributions to be primarily from capital gain.  The U.S. 
Government/High Quality Securities Portfolio and the Reserve Account 
Portfolio expect distributions to be primarily from income.  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. 






Financial Highlights
The financial highlights tables for the fiscal years ended 
December 31 are intended to help you understand the performance of 
each Portfolio for the past five years.  The information in the following 
tables was audited by KPMG LLP, independent accountants, whose report, 
along with each Portfolio's financial statements, are included in the 
annual report (available upon request).  Certain information 
reflects financial results for a single share.  Total returns represent 
the rate that a shareholder would have earned (or lost) on a share of 
a Portfolio assuming reinvestment of all dividends and distributions.



   

Income From Investment 
Operations



                    
Distributions                
    









Ratios to Average Net 
Assets



Year 
Ended

Net 
Asset 
Value, 
Beginning of 
Year

Net 
Investment 
Income(Loss)(1)
Net 
Realized and 
Unrealized 
Gain 
(Loss) 
on 
Investment
Total 
Income 
(loss) 
From 
Investment 
Operations

Dividends from 
Net 
Investment 
Income

Distributions from 
Net 
Realized 
Gains

Total 
Distributions


Net 
Asset 
Value
, End 
of 
Year





Total 
Return




Net 
Assets 
End of 
Year 
(000's)






Expenses
(1)




Net 
Investment 
Income 
(Loss)




Portfolio 
Turnover 
Rate

INCOME AND GROWTH PORTFOLIO

























1998

$17.29

$0.29

$1.87

$2.16

$(0.49)

$(4.98)

$(5.47)

$13.9
8

12.8
9%

$13,778

 0.76%

1.53%

49%

1997

14.69

0.47

3.61

4.08

(0.10)

(1.38)

(1.48)

17.29

28.1
1

16,236

0.77

2.18

38

1996

15.24

0.57

2.68

3.25

(0.56)

(3.24)

(3.80)

 
14.69

 
21.0
2

20,812

0.74

2.39

30

1995

13.05

0.45

3.12

3.57

(0.44)

(0.94)

(1.38)

 
15.24

 
27.5
6

29,782

 0.77

2.77

46

1994

14.93

0.39

(0.86)

(0.47)

(0.39)

(1.02)

(1.41)

 
13.05

 
(3.1
2)

27,484

0.75

2.49

40

U.S. GOVERNMENT/HIGH QUALITY SECURITIES PORTFOLIO






















1998(
2)

12.66

0.03

___

0.03

(1.06)

(1.23)

(2.29)

10.40

0.22

973

1.00

0.22

0

1997

12.90

0.72

(0.02)

0.70

(0.04)

(0.90)

(0.94)

 
12.66

 
5.43

1,617

1.00

4.33



1996

13.66

1.22

(0.76)

(0.46)

(1.22)

-    

(1.22)

 
12.90

 
3.34

2,876

0.98

6.30

13

1995

12.46

0.94

1.20

2.14

(0.94)

-    

(0.94)

 
13.66

 
17.2
0

4,856

0.87

6.36

0

1994

13.35

0.84

(0.89)

(0.05)

(0.84)

-    

(0.84)

 
12.46

 
(0.3
5)

4,838

0.76

5.87

36

RESERVE ACCOUNT PORTFOLIO
























1998

7.70

(0.07)

__    

(0.07)

(0.27)

__   

(0.27)

7.36

(0.8
9)

56

1.00

(1.00)

0

1997

10.99

 .15

-    

0.15

(0.25)

(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

17

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
    
   
(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 all or a portion of its 
fees in the amount of $0.05 per share (0.45% of average net assets) 
in 1998 and $0.08 per share (0.49% of average net assets) in 1997.  The 
investment manager also reimbursed the Portfolio for $4,832 and $719 
in expenses for the year ended December  31, 1998 and 1997.  
In addition, if such fees were not waived and expenses reimbursed, the net 
investment income per share would have been ($0.07) and $0.64 
and the expense ratio would have been 1.86% and 1.49%, respectively, 
for the year ended December 31, 1998 and 1997.  With respect to the 
Reserve Account Portfolio, the investment manager waived all or 
a portion of its fees in the amount of 
$0.03 per share (0.45% of average net assets) 
in 1998, $1.61 per share (10.65% of average net assets) in 
1997 and, $0.15 per share (0.45% of average net assets) in 1996.
The investment manager also reimbursed the Portfolio for $15,552, $19,395 
and $19,861 in expenses for the years ended December 31, 1998, 1997 
and 1996, respectively.  If such fees were not waived and 
expenses not reimbursed, the net investment income (loss) per share 
would have been ($1.56), $(1.76) and $1.27 and the expense ratio would have
been 
20.81%, 11.65% and 2.79%, for the years ended December 31, 1998, 1997 
and 1996, respectively.     
(2) Per share amounts have been calculated using the monthly 
average shares method.




SMITH BARNEY VARIABLE ACCOUNT FUNDS









ADDITIONAL INFORMATION

Shareholder reports.  Annual and semiannual reports to shareholders provide 
additional information about each Portfolio's investments.  These reports 
discuss the market conditions and investment strategies that affected each 
Portfolio's performance.

Each Portfolio sends one report to a household if more than one account has 
the same address.  Contact your Salomon Smith Barney Financial Consultant, 
dealer representative or transfer agent if you do not want this policy to 
apply to you.

Statement of additional information. The statement of additional information 
provides more detailed information about the Portfolios.  It is incorporated 
by reference into this prospectus.  

You can make inquiries about the Portfolios or obtain shareholder reports or 
the statement of additional information (without charge) by calling 1-800-451-
2010 or writing to Smith Barney Variable Account Funds, 388 Greenwich Street, 
MF2, New York, NY 10013. 

You can also review and copy the Portfolios' shareholder reports, prospectus 
and statement of additional information at the Securities and Exchange 
Commission's Public Reference Room in Washington, D.C.  The Commission charges 
a duplicating fee for this service.  Information about the public reference 
room may be obtained by calling 1-800-SEC-0330. You can get the same reports 
and information free from the Commission's Internet web site at http: 
www.sec.gov

If someone makes a statement about any of the Portfolios that is not in this 
prospectus, you should not rely upon that information.  The Portfolios are not 
offering to sell their shares to any person to whom the Portfolios may not 
lawfully sell their shares.













(Investment Company Act file no. 811-04959)






 Smith Barney Variable Account Funds - 14