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. 12		[X]

and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940	[   ]
AMENDMENT NO. 12
	__________________			[ 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
(Registrant's 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

Burt Leibert
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York  10019
______________
Approximate Date of Proposed Public Offering:  Continuous.

It is proposed that this filing will become effective (check appropriate 
box):
[XX]	Immediately upon filing pursuant to paragraph (b) of Rule 485	

[  ]	On (date) pursuant to paragraph (b) of Rule 485
	
[  ]	60 days after filing pursuant to paragraph (a) of Rule 485	
[  ]   On (date) pursuant to	paragraph (a)(1) of Rule 485
[  ]	75 days after filing pursuant to paragraph (a)(2) of rule 485	
[  ]	On (date) pursuant to 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


SMITH BARNEY VARIABLE ACCOUNT FUNDS 
	
PART A 






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 and 
as a result invests all of its assets in repurchase agreements.]

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 and as a result invests all of its assets in 
repurchase agreements.






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	

5




More on the Portfolios' investments	

6




Management	

7




Share transactions	

8




Share price	

9




Dividends, distributions and taxes	

9




Financial highlights	

10



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.




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


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 primarily in U.S. government securities and 
in U.S. corporate 
fixed income obligations.  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.

Credit quality:  The Portfolio invests primarily in high quality fixed income 
securities, which are securities rated within the two highest 
rating categories by a 
nationally recognized ratings organization, or, if 
unrated, are of equivalent quality as 
determined by the manager.  All of the Portfolio's 
nvestments will be rated at least 
investment grade at the time of purchase.

Maturity:  The Portfolio maintains an average portfolio maturity 
of between 1 and 5 
years.  Average maturity is a dollar weighted average of the 
maturities of individual 
fixed income securities which the Portfolio owns.  The Portfolio
 may invest in 
individual securities of any maturity.

Selection process

The manager employs a three step "top down" investment approach 
to selecting investments 
for the Portfolio by identifying undervalued 
sectors of the fixed income securities 
market first and then selecting attractive individual 
securities within those 
undervalued sectors.  As the third component to 
this approach, the manager evaluates 
each potential investment to determine whether that 
security would introduce undue risk 
to the overall portfolio.  

Specifically, the manager:

? Uses fundamental research methods to identify 
undervalued sectors of the government 
and corporate debt markets and adjusts portfolio 
positions to take advantage of new 
information 
Determines appropriate sector and maturity weightings based on the manager's 
intermediate and long-term assessments of broad economic 
and interest rate trends
? Analyzes yield, maturity, issue classification and quality characteristics of 
individual securities to identify those which the manager 
believes offer high levels 
of current income at lower levels of risk





Principal risks of investing in the Portfolio

While an investment in fixed income securities generally 
involves less risk than an 
investment in equity securities, it does 
involve certain risks.  Investors could lose 
money in the Portfolio or the Portfolio's 
performance could fall below other possible 
investments, if:

?	Interest rates go up, causing the prices of 
debt securities held by the Portfolio to 
fall.

?	The issuer of a debt security in the 
portfolio defaults on its obligation to pay 
principal or interest, has its credit rating 
downgraded by a rating organization or 
is perceived by the market to be less creditworthy.

?	As a result of declining interest rates, 
the issuer of a security exercises its 
right to prepay principal earlier than scheduled, 
forcing the Portfolio to reinvest 
in lower yielding securities.  
This is known as call or prepayment risk.

?	As a result of rising interest rates, 
the issuer of a security exercises its right 
to pay principal later than scheduled, which 
will lock in a below-market interest 
rate and reduce the value of the security.  
This is known as extension risk.

?	The manager's judgment about the attractiveness, 
value or potential appreciation of 
a particular security 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 
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.


			

The bar chart shows the performance of 
the Portfolio's shares for each full 
calendar year since its inception in 
1989`
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 all of its assets in repurchase agreements.  
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 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 exclusively 
in repurchase agreements which are 
fully collaterlized 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.


Principal risks of investing in the Portfolio

Because the Portfolio invests exclusively in repurchase agreements,
 the Portfolio is 
subject to the risks associated with entering into 
repurchase agreements which are 
described on page 7 below.


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 
ubject to management and trading 
expenses as the Portfolio is. Past performance does not 
necessarily indicate how the 
Portfolio will perform in the future.






The bar chart shows the performance of the 
Portfolio's shares for each full calendar 
year since its inception in 1989
Quarterly Returns:
Highest: xx% in 3.37 quarter 4Q99
Lowest: xx% in -.92% quarter 4Q96


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 r
epresenting 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:









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

0.45%

0.45%

The Reserve Account Portfolio 
0.45%

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(1)


Net 
Realized 
and 
Unrealized Gain 
(Loss) 
on 
Investment


Total 
Income 
(loss) 
From 
Investment 
Operations



Dividen
ds 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




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%

49.00%

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

38.00

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

30.00

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

46.26

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

40.41

U.S. GOVERNMENT/HIGH QUALITY SECURITIES PORTFOLIO






















1998

12.66

0.03

___

0.03

(1.06)

(1.23)

(2.29)

10.40

0.22

973

1.00

0.22

0.00%

1997

12.90

 .72

(.02)

 .70

(.04)

(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

 
17.2
0

4,856

0.87

6.36

0.00

1994

13.35

0.84

(0.89)

(0.05)

(0.84)

-    

(0.84)

 
12.46

 
(0.3
5)

4,838

0.76

5.87

36.33

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

-    

 .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

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

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.  If such fees were not waived 
and expenses not 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. 




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 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 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)









	PART C  Other Information

Item 23 . Exhibits

		(a)	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.

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

		(c)	Not applicable.

		(d)	(1)	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.

			(2)	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.

			(3)	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.

			(4)	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.

		(e)	Distribution Agreement between Smith Barney Variable 
Account Funds and CFBDS, Inc. is incorporated by reference to Exhibit (e) 
to Post-Effective Amendment No.11.

		(f)	Not applicable.

		(g)	Custodian Agreement between Registrant and Provident 
National Bank is incorporated herein by reference to Exhibit 8 to Pre-
Effective Amendment No. 4.
		
(h)	(1) 	Transfer Agency Agreement between Registrant and 
Provident Financial Processing Corp. is incorporated herein by reference 
to Exhibit 9 to Pre-Effective Amendment No. 4.

			(2)	Form of Transfer Agency Agreement between 
Registrant and First Data Investor  Services Group, Inc. is 
incorporated herein by reference to Exhibit 9(b) to Post-Effective 
Amendment No. 8.
 

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

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

(j) Auditors' Consent (filed herewith)		
(k) Not applicable.
(l) 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.

		(m)	Not applicable.

		(n)	Financial Data Schedule is filed herewith.

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

Item 24.  Persons Controlled by or under Common Control with Registrant.

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

Item 25.  Indemnification

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

Item 26.  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 SSBC Fund Management Inc. 
is included in its Form ADV (File no. 801-8314), 
filed with the Commission, which is incorporated herein by reference 
thereto.

Item 27.  Principal Underwriters

(a) CFBDS, Inc., ("CFBDS") the Registrant's Distributor, is also 
the distributor for the following Smith Barney funds: Concert 
Investment Series, Consulting Group Capital Markets Funds, Greenwich 
Street Series Fund, 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 Equity Funds, Smith Barney 
Fundamental Value Fund Inc., Smith Barney Funds, Inc., Smith Barney 
Income Funds, Smith Barney Institutional Cash Management 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 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 Small Cap Blend Fund, Inc., Smith 
Barney Telecommunications Trust, Smith Barney Variable Account Funds, 
Smith Barney World Funds, Inc., Travelers Series Fund Inc., and 
various series of unit investment trusts.

CFBDS also serves as the distributor for the following funds: The 
Travelers Fund UL for Variable Annuities, The Travelers Fund VA for 
Variable Annuities, The Travelers Fund BD for Variable Annuities, The 
Travelers Fund BD II for Variable Annuities, The Travelers Fund BD 
III for Variable Annuities, The Travelers Fund BD IV for Variable 
Annuities, The Travelers Fund ABD for Variable Annuities, The 
Travelers Fund ABD II for Variable Annuities, The Travelers Separate 
Account PF for Variable Annuities, The Travelers Separate Account PF 
II for Variable Annuities, The Travelers Separate Account QP for 
Variable Annuities, The Travelers Separate Account TM for Variable 
Annuities, The Travelers Separate Account TM II for Variable 
Annuities, The Travelers Separate Account Five for Variable 
Annuities, The Travelers Separate Account Six for Variable Annuities, 
The Travelers Separate Account Seven for Variable Annuities, The 
Travelers Separate Account Eight for Variable Annuities, The 
Travelers Fund UL for Variable Annuities, The Travelers Fund UL II 
for Variable Annuities, The Travelers Variable Life Insurance 
Separate Account One, The Travelers Variable Life Insurance Separate 
Account Two, The Travelers Variable Life Insurance Separate Account 
Three, The Travelers Variable Life Insurance Separate Account Four, 
The Travelers Separate Account MGA, The Travelers Separate Account 
MGA II, The Travelers Growth and Income Stock Account for Variable 
Annuities, The Travelers Quality Bond Account for Variable Annuities, 
The Travelers Money Market Account for Variable Annuities, The 
Travelers Timed Growth and Income Stock Account for Variable 
Annuities, The Travelers Timed Short-Term Bond Account for Variable 
Annuities, The Travelers Timed Aggressive Stock Account for Variable 
Annuities, The Travelers Timed Bond Account for Variable Annuities. 

In addition, CFBDS, the Registrant's Distributor, is also the 
distributor for CitiFunds Multi-State Tax Free Trust, CitiFunds 
Premium Trust, CitiFunds Institutional Trust, CitiFunds Tax Free 
Reserves, CitiFunds Trust I, CitiFunds Trust II, CitiFunds Trust III, 
CitiFunds International Trust, CitiFunds Fixed Income Trust, 
CitiSelect VIP Folio 200, CitiSelect VIP Folio 300, CitiSelect VIP 
Folio 400, CitiSelect VIP Folio 500, CitiFunds Small Cap Growth VIP 
Portfolio.  CFBDS is also the placement agent for Large Cap Value 
Portfolio, Small Cap Value Portfolio, International Portfolio, 
Foreign Bond Portfolio, Intermediate Income Portfolio, Short-Term 
Portfolio, Growth & Income Portfolio, U.S. Fixed Income Portfolio, 
Large Cap Growth Portfolio, Small Cap Growth Portfolio, International 
Equity Portfolio, Balanced Portfolio, Government Income Portfolio, 
Tax Free Reserves Portfolio, Cash Reserves Portfolio and U.S. 
Treasury Reserves Portfolio. 

In addition, CFBDS is also the distributor for the following Salomon 
Brothers funds: Salomon Brothers Opportunity Fund Inc., Salomon 
Brothers Investors Fund Inc., Salomon Brothers Capital Fund Inc., 
Salomon Brothers Series Funds Inc., Salomon Brothers Institutional 
Series Funds Inc., Salomon Brothers Variable Series Funds Inc.

In addition, CFBDS is also the distributor for the Centurion Funds, 
Inc.

(b)	The information required by this Item 27 with respect to each 
director and officer of CFBDS is incorporated by reference to 
Schedule A of Form BD filed by CFBDS pursuant to the Securities and 
Exchange Act of 1934 (File No. 8-32417).

(c)	Not applicable.


Item 28.	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 29.	Management Services

	Not applicable.

Item 30.	Undertakings

	None

	

	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 1999.

	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, 1999	 
(Heath B. McLendon)	and Chief Executive Officer	


/s/ Lewis E. Daidone        	Senior Vice President
(Lewis E. Daidone)		and Treasurer		April 30, 1999
					
		
Donald R. Foley*          	Trustee			April 30, 1999
(Donald R. Foley)


Paul Hardin*                  Trustee			April 30, 1999
(Paul Hardin)

Roderick C. Rasmussen*  	Trustee			April 30, 1999
(Roderick C. Rasmussen)

John P. Toolan*             	Trustee			April 30, 1999
(John P. Toolan)


*By: /s/ Christina T. Sydor               		April 30, 1999
   Christina T. Sydor
   Pursuant to Power of Attorney



	EXHIBIT INDEX	j	Auditors'Consent	
	n.	Financial Data Schedule