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. 13		[X]

and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940	[   ]
AMENDMENT NO. 13
	__________________			[ 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 B



April 30, 1999

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 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 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.

This Statement of Additional Information ("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, 1999 Prospectus which 
may be obtained from the Fund by writing the Fund at the address listed 
above, or by contacting your Salomon 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
Investment Policies	
2
Investment Restrictions	
5
Performance Information	
7
Trustees and Officers	
8
Determination of Net Asset Value 	
10
Redemption of Shares	
10
Diversification	
11
Distributor	
11
Custodian	
11
Independent Auditors	
11
The Fund	
11
Management Agreements	
12
Voting Rights	
14
Financial Statements	
14
Appendix-Ratings of Debt Obligations	
15




INVESTMENT POLICIES

	The prospectus describes the investment objectives and
 policies of each Portfolio.  
The following discussion supplements the description of
 the Portfolio's investment 
policies in the prospectus.  The investment objectives and
 policies of each Portfolio are 
non-fundamental and thus may be modified by the trustees of
 the Fund provided that any 
modification is not prohibited by the Portfolios' investment
 restrictions or applicable 
laws.  Each Portfolio's investment adviser is SSBC Fund 
Management Inc. ("SSBC" or the 
"manager").  

	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 (the "Separate 
Accounts") as an investment for Contracts, as described in
 the accompanying Contract 
prospectus.  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.

	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 Fund's custodian).
  At least 65% of the 
Portfolio's assets will at all times be invested in equity 
securities.  The Portfolio may 
also purchase preferred stocks and convertible securities.
  Temporary defensive 
investments or investment in 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 Portfolio's assets and an additional 
10% of its assets may be 
invested in American Depository Receipts ("ADR"s) representing 
shares in foreign 
securities that are traded in United States securities markets.
 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. 

	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 lend money or assets, as 
described in investment restriction 9 on page 6, the Portfolio
 does not currently intend 
to, nor does it intend to engage in loans other than short-term loans.	

	While the Portfolio is permitted to invest in warrants
 (including 2% or less of the Portfolio's 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 option's 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 Moody's 
Investors Service, Inc.  ("Moody's") or AAA, AA, A and 
BBB by Standard & Poor's Ratings Group ("S&P").

The Income and Growth Portfolio may, but need not, use 
derivative contracts, such as 
futures and options on securities, securities indices or 
currencies; options on these 
futures; forward currency contracts; and interest rate or 
currency swaps for any of the following purposes:

 To hedge against the economic impact of adverse 
changes in the market value of its 
securities because of changes in stock market prices, 
currency exchange rates or interest rates
 As a substitute for buying or selling securities
 To enhance the Portfolio's return

A derivative contract will obligate or entitle the Portfolio 
to deliver or receive an 
asset or cash payment based on the change in value of one or
 more securities, currencies 
or indices.  Even a small investment in derivative contracts
 can have a big impact on a 
Portfolio's stock market, currency and interest rate exposure.
  Therefore, using 
derivatives can disproportionately increase losses and reduce 
opportunities for gains when stock prices, currency rates or
 interest rates are changing.  The Portfolio may not 
fully benefit from or may lose money on derivatives if changes
 in their value do not 
correspond accurately to changes in the value of the 
Portfolio's holdings.  The other 
parties to certain derivative contracts present the same 
types of credit risk as issuers 
of fixed income securities.  Derivatives can also make
 the Portfolio less liquid and 
harder to value, especially in declining markets.

	The U.S. Government/High Quality Securities Portfolio 
has insufficient assets to 
enable it to invest in accordance with its investment 
policies. Instead, the Portfolio 
invests substantially all of its assets in repurchase agreements
 and U.S. treasury bills:. If the Portfolio was able to invest 
in accordance with its investments policies 
the Portfolio would invest 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 
an NRSRO such as S&P (AAA, AA) or Moody's (Aaa, Aa) or if 
unrated, are determined to be 
of comparable quality by the manager. Except when the Portfolio
 it is in a temporary 
defensive investment position, at least 65% of the Portfolio's
 total assets would be 
invested in these securities, including the securities 
held subject to repurchase agreements .  
	
	A substantial portion of the Portfolio's investments would 
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 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.  The balance of the investments of the Portfolio 
would 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 of Moody's.

	The Reserve Account Portfolio has insufficient assets
 to enable it to invest in 
accordance with its investment policies. The Portfolio invests 
substantially all of its assets in repurchase agreements and 
U.S. treasury bills.  If the Portfolio were able to 
invest in accordance with its investment policies, the 
Portfolio would invest in high-grade fixed income obligations 
(including money market instruments) with a maximum 
maturity of seven years.  These obligations include 
U.S. Government Obligations; 
commercial paper rated A-1 or A-2 by S&P or Prime-1 or 
Prime-2 by Moody's; high quality 
corporate notes and bonds, including floating rate issues,
 rated within the two highest 
categories by an NRSRO such as S&P or Moody's or, if not
 rated of comparable quality as 
determined by the manager, bankers' acceptances; certificates
 of deposit and securities 
backed by letters of credit.  Normally, a portion of the 
Portfolio would consist of 
investments that mature in two to seven years; however, it 
would be expected there would 
be occasions when as much as all of the Portfolio would be 
invested in money market 
instruments.

	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.  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 Portfolio's investment objective.  A high portfolio turnover results in 
correspondingly greater transaction costs. 
	
	The Fund's 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 Information	
		
	GNMA Securities.  Government National 
Mortgage Association ("GNMA"), an agency of 
the United Sates 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. Schedule 
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 of 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 shareholder's investment in 
Government/High Quality Portfolio.  
Prepayments and scheduled payments of principal
 will be reinvested by the Fund in then 
available GNMA Certificates which may bear 
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 it most recently 
published financial statements prior to the date of investment).
  These obligations 
include:

Bankers' Acceptance:  A short-term credit 
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.

	Reverse Repurchase Agreements.  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 borrowing 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 advantageous to the Portfolio's
 assets.  The Fund's custodian 
bank will maintain a segregated account of the Portfolio 
with securities having a value 
equal to or greater than such commitments. 

	Securities Lending.  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 
Portfolio's 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 Portfolio's 
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. 
	
	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.

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. 
	
	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 
2. 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 
2. 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 
with any such borrowing 
and in amounts not in excess of 7 1/2% of the value of the 
Fund's 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 
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 
2. 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 Portfolio's 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 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 set forth
 above or applicable law, and any such 
change will first be disclosed in the then current prospectus.
  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 
2. 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 
of an issuer if those 
officers and Trustees of the Fund, its manager, or 
Salomon 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 
Portfolio's cumulative 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.  Cumulative 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 the 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.
	
	Each Portfolio's cumulative total return and average 
annual total return for the 
one and five year periods, and since each Portfolio's inception 
date are shown below.
	
Portfolio
Cumulative Total Returns as of 12/31/98 

1 year
5 year
Since Inception 
7/20/89




Income and Growth Portfolio
12.89 %
115.95 %
252.86 % 7/20/89
U.S. Gov't/High Quality 
        Securities Portfolio
     0.22 
%
     27.52 
%
81.02 % 7/31/89
Reserve Account Portfolio
   -0.89 
%	
     13.26 
%
53.61%  8/2/89

Portfolio
Average Annual Total Returns as of 
12/31/98

1 year
5 year
Since 
Inception 
7/20/89




Income and Growth Portfolio
12.89 %
 16.65 %
14.27 % 
7/20/89
U.S. Gov't/High Quality 
      Securities Portfolio
     0.22 
%	
      
4.98%
6.50% 7/31/89
Reserve Account Portfolio
   -0.89%
      2.52 
%
4.66 % 8/2/89
	
	Each cumulative Portfolio's 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 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 Portfolio's 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 
Portfolio's current distribution return to yields 
published for other investment 
companies and other investment vehicles.  From time 
to time, the Fund may include its 
current distribution return in information furnished to present or prospective 
shareowners.
	
	A Portfolio's 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 Portfolio's 
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 
Portfolio's shares and to the risks associated with the 
Portfolio's investment objective 
and policies.  For example, in comparing current
 distribution returns with those offered 
by Certificate of Deposit ("CDs"), it should 
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 
Donoghue's Money Fund Report, a widely-distributed 
publication on money market funds.
	
	Performance information may be useful in 
evaluating a Portfolio and for 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 Portfolio's performance for any future period.

	TRUSTEES AND OFFICERS

LEE ABRAHAM, Trustee 
Retired; formerly Chairman and Chief Executive 
Officer of Associated Merchandising 
Corporation, a major retail merchandising and sourcing
 organization; Director of Galey & 
Lord, an apparel manufacturer, Liz Claiborne, a 
specialty retailer, R.G. Barry Corp., a 
footwear manufacturer and Signet Group plc, a 
specialty retailer. His address is 106 
Barnes Road, Stamford, Connecticut 06902; Age 76.




ALLAN J. BLOOSTEIN, Trustee 
President of Allan J. Bloostein Associates,
 a consulting firm; Retired Vice Chairman and 
Director of The May Department Stores Company;
 Director of CVS Corporation, a drug store 
chain, and Taubman Centers Inc., a real estate 
development company.  His address is 27 
West 67th Street, New York, New York 10023; Age 69.

JANE DASHER, Trustee
Investment Officer of Korsant Partners, a family 
investment company; Prior to 1997, an 
Independent Financial Consultant; Age 49.


DONALD R. FOLEY, Trustee
Retired  3668 Freshwater Drive, Jupiter, Florida 33477. 
Formerly Vice President of Edwin 
Bird Wilson, Incorporated (advertising); Age 76.

RICHARD E. HANSON, JR., Trustee 
Head of School, New Atlanta Jewish Community High School,
 Atlanta Georgia since September 
1996; formerly Headmaster, The Peck School, Morristown,
 New Jersey; prior to July 1, 
1994, Headmaster, Lawrence County Day School-Woodmere 
Academy, Woodmere, New York; His 
address is 58 Ivy Chase, Atlanta, GA 30342; Age 57.

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 fourteen 
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 67.  

*HEATH B. McLENDON, Chairman of the Board and Chief 
Executive Officer
Chairman of the Board and Investment Officer; Managing 
Director of Salomon Smith Barney 
Inc. ("Salomon Smith Barney"); President of SSBC 
and Travelers Investment Adviser, Inc. 
("TIA); Chairman or Co-Chairman of the Board of 
fifty-nine investment companies managed 
by affiliates of Salomon Smith Barney; Age 65.

RODERICK C. RASMUSSEN, Trustee
Investment Counselor, 81 Mountain Road, Verona, 
New Jersey 07044. Formerly Vice President 
of Dresdner and Company Inc. (investment counselors);
Age 72.

JOHN P. TOOLAN, Trustee
Retired, 13 Chadwell Place, Morristown, New Jersey 07960. 
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 68. 

*LEWIS E. DAIDONE, Senior Vice President and Treasurer
Managing Director of Salomon Smith Barney, Senior
 Vice President and Treasurer of fifty-
nine investment companies associated with Salomon
 Smith Barney, and Director and Senior 
Vice President of the Manager; Age 41.   

*PAUL BROOK, Controller
Director of Salomon Smith Barney and Controller or 
Assistant Treasurer of forty-three 
investment companies associated with Smith Barney 
since 1998; Managing Director of AMT 
Capital Services Inc. from 1997-1998; Partner with Ernst & Young LLP prior to 
1997; Age 
45.

*CHRISTINA T. SYDOR, Secretary
Managing Director of Salomon Smith Barney and Secretary 
of fifty-nine investment 
companies associated with Salomon Smith Barney; Secretary 
and General Counsel of the 
Manager; Age 48.

On April 9, 1999, Trustees and officers owned in the 
aggregate less than 1% of the 
outstanding securities of the Fund. 

The following table shows the compensation paid by 
the Fund to each person who was a 
Trustee during the Fund's 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 Salomon Smith Barney.







COMPENSATION TABLE

 
  Name of 
Person

 Aggregate 
Compensation 
from the 
Fund Fiscal 
Year Ended
12/31/98

Pension or  
Retirement 
Benefits 
Accrued as 
Part of Fund's 
Expenses

Total 
Compensation 
from Fund 
and Fund 
Complex Paid 
to Directors 
for the 
Calendar 
Year Ended 
12/31/98 

Total Number of 
Funds for Which 
Person Serves 
within Fund 
Complex for the 
Calendar Year 
Ended 12/31/98
Lee Abraham++
       $     
0   
            $  
0
      $  
47,750
2
Allan J. 
Bloostein++
       $     
0
            $  
0
      $  
90,500
9
Jane Dasher++
       $     
0
            $  
0
      $      
0
0
Joseph H. 
Fleiss**+
    $   
663
            $  
0
      $  
32,943     
10
Donald R. 
Foley**
    $ 1906
            $  
0
      $  
57,100
10
Richard E. 
Hanson++
    $     
0
            $  
0
      $  
47,950
2
Paul Hardin
    $ 1513
            $  
0
      $  
71,400
12
Heath B. 
McLendon*
    $     
0
            $  
0
0
59
Roderick C. 
Rasmussen 
    $ 1913
            $  
0
      $  
57,100
10
John P. Toolan**
    $ 1613
            $  
0 
      $  
54,700
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: $0, Donald R. 
Foley: $6 and John P. Toolan: $1,613, and the following 
amounts of their total 
compensation from the Fund Complex: Joseph H. Fleiss:
 $0, Donald R. Foley: $21,000,  and 
John P. Toolan: $54,700.  During the Fund's most recent
fiscal year ended December 31, 
1998, the estate of a deceased director was paid his 
previously deferred compensation, 
which totaled $5,032 from the Fund and $171,148 from 
the Fund complex.

+ Effective January 1, 1998, Mr. Fleiss became a Trustee 
Emeritus. Upon attainment of age 
72 the Fund's current Trustees may elect to change to 
emeritus status.  Any trustee 
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 
to the Fund's trustees, 
together with reasonable out-of-pocket expenses for each
 meeting attended.  During the 
Fund's last fiscal year aggregate compensation from the 
Fund to Emeritus Trustees (other 
than Mr. Fleiss who is covered in the table above) 
totaled $155. 

++  Elected as of April 19, 1999, therefore no compensation
was paid by fund through 
12/31/98.


DETERMINATION OF NET ASSET VALUE

	The net asset value of each Portfolio's 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 Year's Day, Martin Luther King Jr. Day, 
Washington's 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 "Share Price" in the Prospectus and 
shareholder would incur brokerage 
expenses if these securities were then converted to cash.
	


DIVERSIFICATION
	
	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.

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.).
	
DISTRIBUTOR

CFBDS, 21 Milk Street, Boston, Massachusetts 02109, serves as the Funds' 
principal 
underwriter.

INDEPENDENT AUDITORS
	
	KPMG LLP, 345 Park Avenue, New York, NY 10154, 
has been selected as the Fund's 
independent auditors to examine and report on the
 Fund's financial statements and 
highlights for the fiscal year ending December 31, 1999.

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. Pursuant to the Declaration of Trust, the Trustees
1987.  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 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 
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.

	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. 
	
MANAGEMENT AGREEMENTS
	
	The Trustees are responsible for the direction and 
supervision of the Fund's 
business and operations.  The Fund employs SSBC Fund 
Management Inc., formerly Mutual 
Management Corp., 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 Salomon Smith Barney Inc.
 ("Salomon Smith Barney") and is a 
subsidiary of Citigroup Inc., a diversified financial
 service holding company.  The 
manager was incorporated on March 12, 1968 under the 
laws of the State of Delaware.  As 
of March 31, 1999 the manager had aggregate assets under
the management in excess of $114 
billion.  The manager, Salomon 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 Salomon Smith Barney 
and is subject to the right of 
Salomon Smith Barney to elect that the Fund stop using
 the term in any form or 
combination of its name.
	
	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 Salomon Smith 
Barney's Research and other departments and staff will 
furnish the manager with 
information, advice and assistance and will be available 
for consultation on the Fund's 
Portfolios, thus Salomon Smith Barney may also be considered 
an investment adviser to the 
Fund.  Salomon Smith Barney's 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 of .60% of the average 
daily net assets of the Income and 
Growth Portfolio and 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 
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 1996 and 1997 the management fee 
for the Income and Growth Portfolio 
was $164,890 and $109,300 respectively, the management 
fee for U.S. Government/High 
Quality Portfolio was $17,828 and $9,382 respectively, 
and the management fee for the 
Reserve Account Portfolio was $5,864 and $857, respectively.
 For the year ended December 
31, 1998, received management fees equal to $88,984 for the 
Income and Growth Portfolio 
and waived all of its management fees and reimbursed 
expenses of $4,832 and $15,552 for 
the U.S. Government/High Quality Securities and Reserve 
Account Portfolios, respectively.   
	
	The Management Agreement for each of the Fund's 
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 
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 Fund's 
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 Fund's shares, which 
are paid by the Fund, are not 
deemed sales or promotion expenses.
	
	In addition, brokerage is allocated to Salomon 
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 Salomon Smith Barney (or any broker/dealer 
affiliate of Salomon 
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 Salomon Smith Barney, the Fund has 
been assured that its orders 
will be accorded priority over those received from Salomon
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 Salomon 
Smith Barney in any transaction in which Salomon Smith 
acts as principal.
	
	During fiscal year 1998 the total amount of commissionable
transactions was 
$17,266,156 (53.25%) of which $____ was directed to other 
brokers and $8,071,796 (46.75%) 
of which was directed to Salomon 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


Total
To Salomon Smith Barney
To Others 
for 
Execution 
Only
To Others For Execution 
and Research and 
Statistical Services
1996
1997
1998
$49,776
$28,199
$20,477
$16,187	$16,187	32.5%
$11,06
$10,449	39.2%
$ -0-	-0-%
$ -0-
$ -0-	-0-%
$33,589	$33,589	67.5%
$17,139
$10,028	60.8%

The Board of Trustees of the Fund has adopted certain 
policies and procedures 
incorporating the standard of Rule l7e-l issued by 
Securities and Exchange Commission 
under the Act which requires that the commissions paid 
to Salomon 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 Act (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 Portfolio's 
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 
January 29, 1999, Nationwide Life 
Insurance Co. owned 955,741.455 (100%) of the 
outstanding shares of the Income and Growth 
Portfolio, 86,259.824 (100%) of the outstanding shares 
of the U.S. Government/High 
Quality Securities Portfolio, and 7,638.840 (100%) of the
outstanding shares of the 
Reserve Account Portfolio.
	
FINANCIAL STATEMENTS
	
	The Fund's, Annual Report to Shareholders, for the 
fiscal year ended December 31, 
1998 is incorporated herein by reference in its entirety 
was filed on April 27, 1999 
accession number 9155-99-273.

		

APPENDIX - RATINGS OF DEBT OBLIGATIONS
 
BOND (AND NOTES) RATINGS 
 
Moody's 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 
(b) 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 & Poor's Ratings Group 
 
	AAA - Debt rated "AAA" has the highest rating 
assigned by Standard & Poor's.  
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
B-  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&P's 
receipt of closing 
documentation confirming investments and cash flow. 
 
	* Continuance of the rating is contingent upon S&P's 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 
 
Moody's 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 
to variation.  Capitalization 
characteristics, while still appropriate, may be 
more affected by external conditions.  
Ample alternate liquidity is maintained. 
 
 Standard & Poor's 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. 











	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