SCHEDULE 14A INFORMATION

	Proxy Statement Pursuant to Section 14(a) of the Securities 
	Exchange Act of 1934 

Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:
[ XXX]	Preliminary Proxy Statement
[    ]	Definitive Proxy Statement
[   ]	Definitive Additional Materials
[   ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or  
Sec. 240.14a-12

	TRAVELERS SERIES  FUND INC.
	(Name of Registrant as Specified In Its Charter)

	MICHAEL KOCUR
	(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[XXX ]	No Fee Required
[   ]	Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

1)	Title of each class of securities to which transaction 
applies:                                                

2)	Aggregate number of securities to which transaction applies:                

3)	Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11:

                                                                            

4)	Proposed maximum aggregate value of transaction:                     


Set forth the amount on which the filing fee is calculated and state how 
it was determined.


[   ]	Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identify the filing for 
which the offsetting fee was paid previously.  Identify the 
previous filing by registration statement number, or the 
Form or Schedule and the date of its filing.

1)	Amount Previously Paid:                                                

2)	Form, Schedule or Registration Statement No.:                          

3)	Filing Party:                                                          
4)	     Date Filed:	


TRAVELERS SERIES FUND INC.
AIM Capital Appreciation Portfolio
388 Greenwich Street, New York, New York 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On February 7, 1997

TO THE SHAREHOLDERS:

		A special meeting of shareholders (the "Meeting") of the AIM 
Capital Appreciation Portfolio (the "Portfolio") of the Travelers Series 
Fund Inc. (the "Fund") will be held on Friday, February 7, 1997 at 2:00 
p.m. local time at 388 Greenwich Street, New York, New York, for the 
following purposes:
	(1) To approve a new Sub-Advisory Agreement with A I M Capital 
Management, Inc.;

	(2) To eliminate the fundamental investment policy restricting 
investments in other investment companies and to amend a related 
fundamental investment policy; and

    (3) To transact such other business as may properly come before the 
Meeting or any        adjournments thereof.

	Shareholders of record at the close of business on December 6, 
1996 are entitled to vote at the special meeting and any adjournments. 
If you attend the special meeting, you may vote your shares in person. 
If you do not expect to attend the special meeting, please fill in, 
date, sign and return the proxy in the enclosed envelope which requires 
no postage if mailed in the United States.
	Your vote is important and your participation in the 
governance of the Portfolio 	does make a difference.

The proposals have been unanimously approved by the Directors of the 
Fund, who recommend you vote "FOR" the proposals. Your immediate 
response will help save on the costs of additional solicitations. We 
look forward to your participation.

		PLEASE SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED 
POSTAGE-PAID ENVELOPE.

December 26, 1996

						Heath B. McClendon
						Chairman of the Board of Directors




		THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST 
RECENT ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING 
THE ANNUAL REPORT) TO A SHAREHOLDER OF THE PORTFOLIO UPON REQUEST. ANY 
SUCH REQUEST SHOULD BE MADE BY CALLING (800) 224-7523 OR BY WRITING TO 
THE FUND AT 388 GREENWICH STREET,NEW YORK, NEW YORK 10013.
		SHAREHOLDERS OF THE PORTFOLIO ARE INVITED TO ATTEND THE 
MEETING IN PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE 
INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,DATE AND 
SIGN THE PROXY CARD, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS 
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE 
UNITED STATES.
	
	IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER 
SOLICITATION, WE ASK THAT YOU MAIL YOUR PROXY PROMPTLY.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CAST YOUR VOTE:

-  FOR  APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT

- FOR ELIMINATING THE FUNDAMENTAL INVESTMENT POLICY RESTRICTING 
INVESTMENTS IN OTHER INVESTMENT COMPANIES AND AMENDING A RELATED 
FUNDAMENTAL INVESTMENT POLICY.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.


TRAVELERS SERIES FUND INC.
AIM Capital Appreciation Portfolio
388 Greenwich Street, New York, New York 10013
PROXY STATEMENT
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On February 7, 1997

		The accompanying proxy is solicited by the Board of Directors 
of Travelers Series Fund Inc. (the "Fund") on behalf of the AIM Capital 
Appreciation Portfolio (the "Portfolio"), in connection with the special 
meeting of shareholders of the Fund to be held at the offices of 
Travelers Investment Adviser, Inc. ("TIA" or the "Manager"), 388 
Greenwich Street, New York, New York at 2:00 p.m. local time on February 
7, 1997 (the "Meeting"). A shareholder can revoke the proxy prior to its 
use by appearing at the Meeting and voting in person, by giving written 
notice of such revocation to the Secretary of the Fund, or by returning 
a subsequently dated proxy.

		The proposals to be presented at the Meeting are as follows:

	(1) To approve a new Sub-Advisory Agreement with A I M Capital 
Management, Inc.; and

    (2) To eliminate the fundamental policy restricting investments in 
other investment companies                                   and to 
amend a related fundamental investment policy.

	The Board has fixed the close of business on December 6, 1996, 
as the record date (the "Record Date") for the determination of holders 
of shares of the Portfolio entitled to vote at the Meeting (the 
"Shares"). Shareholders of the Portfolio on the Record Date will be 
entitled to one vote per share with respect to each proposal submitted 
to the Shareholders of the Portfolio, with no Share having cumulative 
voting rights.

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL 
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL 
REPORT) TO A SHAREHOLDER OF THE PORTFOLIO UPON REQUEST. ANY SUCH REQUEST 
SHOULD BE DIRECTED TO THE FUND BY CALLING (800) 224-7523 OR BY WRITING 
TO THE FUND, 388 GREENWICH STREET, NEW YORK, NEW YORK 10013.
	There are no persons who, to the knowledge of the Fund, owned 
beneficially more than 5% of the Portfolio's outstanding Shares as of 
December 6, 1996. As of the Record Date, the officers and Directors of 
the Fund beneficially owned less than 1% of the outstanding shares of 
the Portfolio.


Voting

	Shareholders of record at the close of business on December 6, 
1996 (the "Record Date") will be entitled to one vote per share on all 
business of the Special Meeting. The Portfolio had 			   
shares of its Common Stock outstanding on the Record Date. It is 
expected that this proxy statement and the accompanying proxy will be 
first sent to shareholders on or about December 26, 1996.

	The favorable vote of the holders of a "majority of the 
outstanding voting securities" of the Portfolio, as defined in the 
Investment Company Act of 1940, as amended (the "1940 Act") is required 
to approve the Portfolio's new Sub-Advisory Agreement (Proposal 1), and 
to approve the elimination of the Portfolio's fundamental investment 
policy restricting investments in other investment companies and to 
amend a related fundamental investment policy (Proposal 2). The 1940 Act 
defines a "majority of the outstanding voting securities" of a Portfolio 
to mean the lesser of (a) the vote of holders of 67% or more of the 
shares of Common Stock of the Portfolio present in person or by proxy at 
the Special Meeting, if the holders of more than 50% of the outstanding 
voting shares of the Portfolio are present in person or by proxy, or (b) 
the vote of the holders of more than 50% of the outstanding Common Stock 
of the Portfolio.

FOR APPROVAL OF THE NEW SUBADVISORY AGREEMENT AND  FOR  THE ELIMINATION 
OF THE FUNDAMENTAL POLICY RESTRICTING INVESTMENTS IN OTHER INVESTMENT 
COMPANIES AND AMENDING A RELATED FUNDAMENTAL INVESTMENT POLICY.

	All Shares of the Portfolio affected by a proposal will vote 
together as a single class on such proposal. All properly executed 
proxies received prior to the Meeting will be voted at the Meeting in 
accordance with the instructions marked thereon. Only owners of variable 
annuity contracts issued by The Travelers Insurance Company and its 
subsidiary, Travelers Life and Annuity Company (collectively "Travelers 
Insurance"), that were invested in the Portfolio as of the close of 
business on the Record Date are considered "shareholders of record" and 
are entitled to notice of and to vote at the Meeting. Each share of 
stock is entitled to one vote for each proposal.

	Travelers Insurance is the sole legal shareholder of the 
Portfolio, since the Portfolio technically offers its shares only for 
purchases by Travelers Insurance's separate accounts on behalf of its 
variable contracts. Nevertheless, with respect to the meeting, Travelers 
Insurance will solicit and accept timely voting instructions from its 
contract owners who own units in a Travelers Insurance separate account 
that correspond to shares in the Portfolio and vote them in accordance 
with such instructions. Travelers Insurance will vote all Portfolio 
shares related to the variable contracts for which it has not received 
timely voting instructions in the same proportion as the shares for 
which it has received timely instructions.

	Proxies received prior to the Meeting on which no vote is 
indicated will be voted "for" the proposal. For purposes of determining 
the presence of a quorum for transacting business at the Meeting, 
abstentions and broker "non-votes" (that is, proxies from brokers or 
nominees indicating that such persons have not received instructions 
from the beneficial owner or other persons entitled to vote shares on a 
particular matter with respect to which the brokers or nominees do not 
have discretionary power) will be treated as shares that are present but 
which have not been voted. The Shares represented by a proxy that 
represents a broker non-vote or an abstention will have the same effect 
as Shares voted "against" the proposal. A majority of the outstanding 
Shares entitled to vote on the proposal must be present in person or by 
proxy to have a quorum to conduct business at the Meeting.

	Shareholders who execute proxies may revoke them at any time 
before they are voted by filing with the Fund  a written notice of 
revocation, by delivering a duly executed proxy bearing a later date or 
by attending the Meeting and voting in person.

	The Fund knows of no business other than that mentioned in 
Proposals 1and 2 of the Notice that will be presented for consideration 
at the Meeting. If any other matters are properly presented, it is the 
intention of the persons named on the enclosed proxy to vote proxies in 
accordance with their best judgment. In the event a quorum is present at 
the Meeting but sufficient votes to approve the proposal are not 
received, the persons named as proxies may propose one or more 
adjournments of the Meeting to permit further solicitation of proxies 
provided they determine that such an adjournment and additional 
solicitation is reasonable and in the interest of shareholders based on 
a consideration of all relevant factors, including the nature of the 
relevant proposal, the percentage of votes then cast, the percentage of 
negative votes then cast, the nature of the proposed solicitation 
activities and the nature of the reasons for such further solicitation.


PROPOSAL 1
APPROVAL OF NEW SUB-ADVISORY AGREEMENT

Introduction

	Shareholders are being asked to approve a new Sub-Advisory 
Agreement (the "New Agreement") that has no material changes in its 
terms and conditions, no changes in fees, and no material changes in the 
way the Portfolio is managed, advised or operated.

	A I M Capital Management, Inc. ("AIM") has served as sub-
advisor to the Portfolio from October 10, 1995 pursuant to a sub-
advisory agreement (the "Current Agreement") executed on October 
10,1995. On June 4, 1996, the Board of Directors of the Fund, including 
a majority of the directors who are not interested persons of the 
Portfolio, TIA or AIM (the "Independent Directors"), voted to continue 
the Current Agreement for an additional year until June 1997. The 
current agreement was last approved by Shareholders of the Portfolio at 
a meeting held on October 10, 1995.

	It is necessary to obtain shareholder approval of the New 
Agreement because of the technical requirements of the 1940 Act that 
apply to the merger (the "Merger") described below under "Merger of AIM 
Management and INVESCO." Because the Merger will result in a transfer of 
more than 25% of the outstanding voting shares of A I M Management Group 
Inc. ("AIM Management"), the indirect parent of AIM, an "assignment" of 
the Current Agreement will occur under the 1940 Act. The Current 
Agreement provides that it will terminate automatically upon its 
assignment, as required by the 1940 Act. As discussed below, the Merger 
will not cause any change in the operation of AIM's business. The Merger 
has no affect on the current management agreement between the Fund and 
TIA with respect to the Portfolio.

	At a meeting held on December 3, 1996, the Board of Directors 
of the Fund, including a majority of the Independent Directors, 
approved, subject to shareholder approval, the New Agreement. A copy of 
a form of the New Agreement is attached hereto as Annex A. In approving 
the New Agreement, the Board of Directors took into account the terms of 
the Merger and the fact that the provisions of the Current Agreement and 
the New Agreement are substantially identical. A description of such 
agreements is provided below under "Terms of the Sub-Advisory 
Agreements." Such description is only a summary and is qualified by 
reference to the attached Annex A.
		If the conditions to the Merger are not met or waived or if 
the Merger Agreement between AIM Management and INVESCO is terminated, 
the Merger will not be consummated, and the Current Agreement will 
remain in effect. If the New Agreement is approved, and the Merger is 
thereafter consummated, the New Agreement will be executed and become 
effective on the Closing Date, as defined below. In the event that the 
New Agreement is not approved and the Merger is consummated,the Board 
will determine what action to take, in any event subject to the approval 
of shareholders of the Portfolio.

Merger of AIM Management and INVESCO

		On November 4, 1996, AIM Management (the parent of AIM) 
entered into a merger agreement (the "Merger Agreement") with INVESCO 
plc ("INVESCO"). The Merger Agreement provides for the merger of AIM 
Management into INVESCO Group Services, Inc. ("IGS"), a wholly-owned 
U.S. subsidiary of INVESCO, or into another wholly-owned U.S. subsidiary 
of INVESCO (in either case, "INVESCO Sub").
		INVESCO is an English holding company whose shares are 
publicly traded on the London Stock Exchange. American Depository 
Receipts evidencing such shares are traded on the New York Stock 
Exchange. INVESCO and its subsidiaries are an independent investment 
management group with a major presence in the institutional investment 
management and retail mutual fund businesses in the United States, 
Europe and the Pacific. INVESCO's North American subsidiaries manage 
individualized investment portfolios of equity, fixed income and real 
estate securities for institutional clients through five business units. 
Each unit utilizes a particular investment style in managing assets, and 
most of these units also serve as advisor or sub-advisor to one or more 
of INVESCO's U.S. mutual funds. INVESCO's European region serves both 
institutional and individual investors through six major business units 
with facilities in the United Kingdom, the Channel Islands, Luxembourg 
and France. INVESCO has also established relationships with substantial 
financial organizations in Italy, the Netherlands, Spain and Portugal. 
INVESCO's Pacific region manages assets of clients based in Asia and 
Australia on a local, regional or global basis. It also manages 
investments in the region for INVESCO clients based outside the region. 
At September 30, 1996, INVESCO's assets under management were in excess 
of $90 billion.
		Following the Merger, INVESCO will be renamed AMVESCO, plc 
("AMVESCO"). AMVESCO will consist of two major complementary businesses, 
one comprising principally its United States institutional and 
international businesses, and the other comprising principally its 
United States retail mutual fund and defined contribution plan 
businesses.  Each of these businesses will be directed by a separate 
management committee.  Charles Brady, the Chairman of INVESCO, will head 
the management committee for AMVESCO's U.S. institutional and 
international businesses.  Robert H. Graham, President and Chief 
Operating Officer of AIM Management, will become President and Chief 
Executive Officer of AIM Management's successor and will head the 
management committee directing AMVESCO's United States retail 
businesses. Charles T. Bauer, currently Chairman and Chief Executive 
Officer of AIM Management, will become Vice Chairman of AMVESCO and 
Chairman of AIM Management's successor. AIM Management and INVESCO 
believe that their businesses are highly complementary and that the 
expected benefits resulting from the Merger include broader product 
range, expanded distribution capability, increased globalization, 
greater capacity in defined contribution plans, and increased financial 
strength and independence.

		AIM has advised the Portfolio that the Merger is not 
expected to have a material effect on the operations of the Portfolio or 
on its shareholders as a result of the Merger. No material change in 
investment philosophy, policies or strategies are currently envisioned. 
Following the Merger, AIM will continue to be an indirect wholly owned 
subsidiary of the successor to AIM Management. The Merger Agreement does 
not, by its terms, contemplate any changes, other than changes in the 
ordinary course of business, in the management or operation of AIM 
relating to the Portfolio, the personnel managing the Portfolio or other 
services provided to and business activities of the Portfolio. The 
Merger also is not expected to result in material changes in the 
business, corporate structure or composition of the senior management or 
personnel of AIM. Based on the foregoing, AIM does not anticipate that 
the Merger will cause a reduction in the quality of services provided to 
the Portfolio, or have any adverse effect on AIM's ability to fulfill 
its respective obligations under the New Agreement, or to operate its 
businesses in a manner consistent with its current practices.

	Under the Merger Agreement, each of INVESCO and INVESCO Sub 
has covenanted and agreed that it will comply, and use all reasonable 
efforts to cause compliance on behalf of its affiliates, with the 
provisions of Section 15(f) of the 1940 Act. Section 15(f) provides, in 
pertinent part, that an investment adviser or subadviser and its 
affiliates may receive any amount of benefit in connection with a sale 
of securities of, or a sale of any other interest in, such investment 
adviser that results in an "assignment" of an investment advisory 
contract as long as two conditions are met. First, no "unfair burden" 
may be imposed on the investment company as a result of the Merger. The 
term "unfair burden," as defined in the 1940 Act, includes any 
arrangement during the two-year period after the transaction whereby the 
investment adviser (or predecessor or successor investment adviser) or 
any interested person of any such adviser or subadviser receives or is 
entitled to receive any compensation directly or indirectly from the 
investment company or its security holders (other than fees for bona 
fide investment advisory or other services) or from any person in 
connection with the purchase or sale of securities or other property to, 
from, or on behalf of the investment company (other than fees for bona 
fide principal underwriting services). No such compensation arrangements 
are contemplated in connection with the Merger.

	The second condition is that, for a period of three years 
after the transaction occurs, at least 75% of the members of the board 
of directors of the investment company advised by such adviser or 
subadviser are not "interested persons" (as defined in the 1940 Act) of 
the new or the old investment adviser or subadviser. The Board meets 
this 75% requirement.

Board of Directors Evaluation

	The Board of Directors of the Fund, including a majority of 
the Independent Directors, has determined that by approving the New 
Agreement on behalf of the Portfolio, the Portfolio can best assure 
itself that the services currently provided by AIM will continue after 
the Merger without interruption or change. The Board of Directors has 
determined that, as with the Current Agreement, the New Agreement will 
enable the Portfolio to continue to obtain services of high quality at a 
cost deemed appropriate, reasonable and in the best interest of the 
Portfolio and its shareholders.
	     The Board, including the independent Directors approved the 
proposed New Agreement among the Fund on behalf of the Portfolio, the 
Manager and AIM on December 3, 1996, the form of which is attached 
hereto as Annex A.  The form of the proposed New Agreement is 
substantially identical to the Current Agreement among the Fund on 
behalf of the Portfolio, the Manager and  AIM, except for the dates of 
execution, effectiveness and termination.

	   The investment subadvisory fee as a percentage of net assets 
payable by the Portfolio will be the same under the New Agreement as 
under the Current Agreement. If the investment subadvisory fee under the 
New Agreement had been in effect for the Portfolio's most recently 
completed fiscal year, advisory fees paid to AIM by the Portfolio would 
have been identical to those paid under the Current Agreement.

	  The Board met on December 3, 1996, at which meeting the 
Directors, including the Disinterested Directors, concluded that if the 
Acquisition occurs, entry by the Fund into a New Agreement would be in 
the best interest of the Portfolio and the shareholders of the 
Portfolio. The Board, including the Disinterested Directors, unanimously 
approved the New Agreement for the Portfolio and recommended such 
agreement for approval by the shareholders of the Portfolio at the 
Meeting. The New Agreement would take effect as to the Portfolio upon 
the later to occur of (i) the obtaining of shareholder approval or (ii) 
the closing of the Acquisition. The New Agreement will continue in 
effect for an initial two year term and thereafter for successive annual 
periods as long as such continuance is approved in accordance with the 
1940 Act.

	  In evaluating the New Agreement, the Board took into account 
that the Portfolio's Current Agreement and its New Agreement, including 
the terms relating to the services to be provided thereunder by AIM and 
the fees and expenses payable by the Portfolio, are substantially 
identical except for the dates of execution, effectiveness and 
termination.

                The Board also considered the terms of the Merger 
Agreement and the possible effects of the Acquisition upon AIM 
Management and AIM's organization and upon the ability of AIM to provide 
advisory services to the Portfolio. The Board considered the skills and 
capabilities of AIM and  representations that no material change was 
planned in the current management or facilities of AIM.  In this regard, 
the Board was informed of the resources of INVESCO to be made available 
to AIM Management and AIM, after giving effect to the Merger, to secure 
for the Portfolio quality investment research, investment advice and 
other client services. The Board considered the financial resources of 
INVESCO and also considered the reputation, expertise and resources of 
INVESCO and its affiliates in domestic and international financial 
markets. The Board considered the continued employment of members of 
senior management of AIM and AIM Management pursuant to employment and 
retention agreements and the incentives provided to such members and 
other key employees of AIM to be important to help to assure continuity 
of the personnel primarily responsible for maintaining the quality of 
investment subadvisory and other services for the Portfolio. 	

            In evaluating the New Agreement, the Board of Directors 
considered that there are no differences between the terms and 
conditions of the Portfolio's Current Agreement and the New Agreement, 
including the terms relating to the services to be provided by AIM and 
the fees and expenses payable by the Portfolio, except for the dates of 
execution, effectiveness and termination. The Board of Directors also 
considered the terms of the Merger, including the possible effects of 
the Merger upon AIM and upon the ability of AIM to provide advisory 
services to the Portfolio.

               Based upon its review, the Board of Directors concluded 
that the New Agreement is in the best interest of the Portfolio and its 
shareholders. The Board of Directors also concluded that as a 
consequence of the Merger, the operations of AIM and its ability to 
provide services to the Portfolio would not be diminished. Accordingly, 
after considering the factors they deemed relevant, the Board of 
Directors, including a majority of the Independent Directors, 
unanimously approved the New Agreement to take effect upon receipt of 
shareholder approval and voted to recommend its approval to the 
shareholders of the Portfolio.
Additional Terms of the Merger Agreement
	AIM Management will merge into INVESCO Sub for consideration 
valued at November 4, 1996 at approximately $1.6 billion, plus the 
amount of AIM Management net income from September 1, 1996 through the 
date on which the Merger is consummated (the "Closing Date"), minus 
dividends paid during such period and subject to adjustments for certain 
balance sheet items and transaction expenses. The consideration will 
include 290 million new Ordinary Shares (including Ordinary Shares 
issuable in respect of vested and unvested AIM Management options) of 
INVESCO valued at November 4, 1996 at approximately $1.1 billion. The 
balance of the consideration will be paid in cash.
	The directors of AIM Management's successor will be Charles T. 
Bauer, Robert H. Graham, Gary T. Crum and Michael J. Cemo, all of whom 
are currently officers and directors of AIM. Although Charles T. Bauer 
will remain Chairman of AIM Management's successor, Robert H. Graham 
will become President and Chief Executive Officers of such successor. 
Mr. Graham currently serves as AIM Management's President and Chief 
Operating Officer.
	Upon consummation of the Merger, the AIM Management 
shareholders will own approximately 45% of INVESCO's total outstanding 
capital stock on a fully diluted basis. INVESCO's shareholders approved 
the Merger at a meeting on November 27, 1996, and on December 4, 1996 
approved changing INVESCO's name upon consummation of the Merger. The 
name of AIM will not change.

	The closing is presently expected to occur on February 28, 
1997, subject to the satisfaction of conditions to closing that include, 
among other things: (a) INVESCO having consummated one or more 
financings and having received net proceeds of not less than $500 
million; (b) the respective aggregate annualized asset management fees 
of INVESCO and AIM Management (based on assets under management, 
excluding the effects of market movements) in respect of which consents 
to the Merger have been obtained being equal to or greater than 87.5% of 
all such fees at October 31, 1996; (c) INVESCO and AIM Management having 
received certain consents from regulators, lenders and/or other third 
parties; (d) AIM Management not having received from the holder or 
holders of more than 2% of the outstanding AIM Management shares notices 
that they intend to exercise dissenters' rights; (e) a Voting Agreement, 
Standstill Agreement, Transfer Restriction Agreements, Transfer 
Administration Agreement, the Registration Rights Agreement, 
Indemnification Agreement and employment agreements with certain AIM 
Management employees having been executed and delivered; (f) AIM 
Management having received an opinion from its U.S. counsel that the 
Merger will be treated as a tax-free reorganization; and (g) a 
shareholder resolution to appoint to INVESCO's Board of Directors six 
AIM Management designees and a Board resolution to appoint the seventh 
AIM Management designee having been passed and not revoked.
	The Merger Agreement may be terminated at any time prior to 
the Closing Date (a) by written agreement of INVESCO and AIM Management, 
(b) by written notice by AIM Management or INVESCO to the other after 
June 1, 1997 or (c) under other circumstances set forth in the Merger 
Agreement. In certain circumstances occurring on or before September 30, 
1997, a termination fee will be payable by the party in respect of which 
such circumstances have occurred. 
	In connection with the Merger, the following agreements, each 
to be effective upon the closing of the Merger, have been or will be 
executed:

	Employment Agreements.  Following the Merger, the current 
officers of AIM 	Management will be the officers of the successor to 
AIM Management and the 	directors of the successor to AIM Management 
will be four of the current directors of 	AIM Management. Senior 
management and key employees of AIM Management have 	entered into 
employment agreements which will commence when the Merger is 
	consummated and will continue for initial terms ranging from 
one year to four years. 	All of the employment agreements contain 
covenants not to compete extending for at 	least one year after 
termination of employment. Approximately thirty current 	employees of 
AIM Management have entered into such employment agreements with 
	INVESCO.

	Voting Agreement.  Certain AIM Management shareholders and 
their spouses, the 	current directors of INVESCO and proposed 
directors of INVESCO have agreed to 	vote as directors and as 
shareholders to ensure that: (a) the INVESCO Board will 	have fifteen 
members, consisting of four executive directors and three non-executive 
	directors designated by INVESCO's current senior management, 
four executive 	directors and three non-executive directors designated 
by AIM Management's current 	senior management and a Chairman; (b) the 
initial Chairman will be Charles W. 	Brady (INVESCO's current 
Chairman) and the initial Vice Chairman will be Charles 	T. Bauer 
(AIM Management's current Chairman); (c) the parties will vote at any 
	INVESCO shareholder meeting on resolutions (other than those 
in respect of the 	election of directors) supported by two-thirds 
of the Board in the same proportion as 	votes are cast by unaffiliated 
shareholders. The Voting Agreement will terminate on 	the earlier of the 
fourth anniversary of the Closing Date and the date on which a 
	resolution proposed by an INVESCO-designated Board member is 
approved by the 	INVESCO Board despite being voted against by each AIM 
Manage[HD] ment-	designated Board member present at such Board meeting.
	
	Standstill Agreement and Transfer Restriction Agreements.  
Certain AIM 	Management shareholders and their spouses and certain 
other significant shareholders 	of INVESCO have agreed under certain 
circumstances for a maximum of five years 	not to engage in a 
number of specified activities that might result in a change of the 
	ownership or control positions of INVESCO existing as of the 
Closing Date. AIM 	Management shareholders and INVESCO's current 
chairman will be restricted in 	their ability to transfer their 
shares of INVESCO for a period of up to five years.

Terms of the Sub-Advisory Agreements

	Although the Current Agreement has not terminated and the New 
Agreement has not become effective, such Agreements (collectively, the 
"Agreements") are described below as if they were both in effect. 

	Under the Agreements, AIM furnishes investment information and 
advice and makes recommendations with respect to the purchase and sale 
of investments based upon the Portfolio's investment policies. AIM has 
sole responsibility for the investment decisions of the Portfolio, 
subject to the control of the Board of Directors and TIA.

	The Agreements provide that all of the ordinary business 
expenses incurred in the operations of the Portfolio shall be paid by 
the Portfolio. These expenses include (but are not limited to) advisory 
fees, sub-advisory fees (other than sub-advisory fees paid pursuant to 
the Agreements), and administration fees, fees for necessary 
professional and brokerage services, costs relating to local 
administration of securities, fees for any pricing service, the costs of 
regulatory compliance, and pro rata costs associated with maintaining 
the Fund's legal existence and shareholder relations. 

	The Agreements provide that TIA shall pay a monthly fee to AIM 
computed at an annual rate of 0.375% of the Portfolio's average daily 
net assets. The aggregate sub-advisory fee paid by TIA to AIM in the 
Portfolio's most recently completed fiscal year was $503,898.40.

	Annex B contains a schedule of brokerage commissions paid by 
the Portfolio on portfolio transactions during the past fiscal year,  
including such commissions paid by the Fund to affiliated brokers, Smith 
Barney Inc. and Robinson Humphrey, Inc.

	The Agreements may be terminated without penalty by (i) the 
Portfolio, (ii) the action of the shareholders of the Portfolio, (iii) 
the Board of Directors of the Fund, or (iv) AIM on 60 days' written 
notice. Each Advisory Agreement will terminate automatically in the 
event of any assignment, as defined by the 1940 Act. The Agreements 
continue from year to year so long as their continuance is specifically 
approved at least annually either (i) by the Board of Directors of the 
Fund or (ii) by the vote of a majority of the Portfolio's outstanding 
voting securities, as defined by the 1940 Act, provided that in either 
event the continuance is also approved by the vote of a majority of the 
directors of the Fund who are not interested persons of the Fund, of TIA 
or of AIM, cast in person at a meeting called for the purpose of voting 
on such approval.

	Annex C indicates the net assets and the advisory fee rate of 
each investment company advised or subadvised by AIM that has an 
investment objective similar to that of the Portfolio.

Information Concerning AIM

	AIM serves as the sub-advisor to the Portfolio. AIM was 
organized in 1986 and, together with its affiliates, advises 42 
investment company portfolios . As of    , 1996, the total assets 
advised or managed by AIM and its affiliates were approximately $ . AIM 
is a wholly owned subsidiary of A I M Advisors, Inc. ("AIM Advisors"), 
which is a wholly owned subsidiary of AIM Management. The address of AIM 
is 11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173.
 Recommendation of Directors

	The Board of Directors of the Fund recommends that you vote 
FOR the approval of the New Sub-Advisory Agreement.

PROPOSAL 2

ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICY RESTRICTING INVESTMENTS 
IN OTHER INVESTMENT COMPANIES AND AMENDMENT OF A RELATED FUNDAMENTAL 
INVESTMENT POLICY

	Section 12 of the 1940 Act generally prohibits the Portfolio 
from (i) owning more than 3% of the total outstanding voting stock of 
any other investment company; (ii) investing more than 5% of its total 
assets in the securities of any one other investment company; and (iii) 
investing more than 10% of its total assets (in the aggregate) in the 
securities of other investment companies.

	The Board of Directors may authorize AIM and the Portfolio to 
seek exemptive relief from the Securities and Exchange Commission 
("SEC") to permit the Portfolio to purchase securities of other 
investment companies in excess of the limitations imposed by Section 12 
of the 1940 Act (exemptive orders granted with respect to the Portfolio 
are referred to herein collectively as the "Exemptive Orders"). The 
investment companies in which the Portfolio may invest pursuant to the 
Exemptive Orders are referred to herein collectively as the "Exemptive 
Order Funds."
	
	The Portfolio and AIM may seek Exemptive Orders because they 
believe that the Portfolio can effectively invest in certain other types 
of securities through pooled investment vehicles such as the Exemptive 
Order Funds. By pooling their investments in such securities, the 
Portfolio may have the ability to invest in a wider range of issuers, 
industries and markets, thereby seeking to decrease volatility and risk 
while at the same time providing greater liquidity than the Portfolio 
would have available to it investing in such securities by itself. 
Pooling investments may also allow the Portfolio to increase the 
efficiency of portfolio management by permitting the Portfolio's 
portfolio manager to concentrate on those investments that comprise the 
bulk of the Portfolio's assets and not spend a disproportionate amount 
of time on specialized areas. The Portfolio may seek Exemptive Orders to 
permit, among other things, investments by the Portfolio for cash 
management purposes in money market funds advised by AIM Advisors, or 
investments in a separate small capitalization or initial public 
offering fund.

	If the proposed elimination of the Portfolio's restrictions on 
investments in other investment companies are approved, the Portfolio 
may invest in securities of an Exemptive Order Fund only to the extent 
consistent with the Portfolio's investment objectives and policies as 
set forth from time to time in its prospectus.

	In connection with obtaining Exemptive Orders, AIM may agree 
to waive fees applicable either to the Portfolio or the Exemptive Order 
Funds (to the extent that the assets of the Portfolio are invested in 
Exemptive Order Funds) in order to assure that the Portfolio will not be 
subject to subadvisory fees at both the Portfolio and Exemptive Order 
Fund levels. Other expenses incurred by the Exemptive Order Funds (such 
as audit and custodial fees) will be borne by AIM, and thus indirectly 
by the Portfolio. AIM believes that these indirect expenses will be 
offset by the benefits to the Portfolio of pooling its investments.

	The Portfolio currently has fundamental investment 
restrictions that prohibit it from purchasing securities issued by other 
investment companies. In order to take full advantage of the exemptive 
relief that may be granted by the Securities and Exchange Commission and 
to invest in shares of the Exemptive Order Funds in excess of the 
percentage limitations imposed by Section 12, the Portfolio is seeking 
shareholder approval to eliminate this investment restriction.
	The Portfolio currently has the following additional 
fundamental investment restriction that may prohibit it from taking full 
advantage of the Exemptive Orders:

		the Portfolio is prohibited from making investments 
for the purpose of 		exercising control over or management of any 
company. The 1940 Act deems a 	person to have presumptive control 
over another person if it beneficially owns more 	than 25% of the 
other person's voting securities. From time to time, the Portfolio may 
	want to own more than 25% of the voting securities in one or 
more Exemptive Order 	Funds.

	Additional information regarding the Portfolio's fundamental 
investment restrictions may be obtained without cost by telephoning TIA 
at 1-800-224-7523 and requesting a copy of the Portfolio's Statement of 
Additional Information.

	In order to take full advantage of the Exemptive Orders, the 
Portfolio seeks shareholder approval to amend such restriction by adding 
the following exception to the restriction:

	, except to the extent that the Portfolio may purchase 
securities of other investment companies.
	
	The elimination of the fundamental investment policy 
restricting investments in other investment companies and the amendment 
to the related fundamental investment policy would become effective 
immediately upon approval by shareholders. These changes are not related 
to the Merger described in Proposal 1. Shareholders are being asked to 
consider such amendments at this time because the Portfolio does not 
regularly hold shareholder meetings. AIM believes that submitting this 
proposal together with Proposal 1 may reduce the expenses incurred by 
the Portfolio in connection with soliciting approval of this proposal 
because the Portfolio will not be required to hold a separate meeting.

 Recommendation of Directors

	The Board of Directors of the Fund recommends that you vote 
FOR the proposal to eliminate the fundamental investment policy 
restricting investments in other investment companies and to amend the 
related fundamental investment policy.

GENERAL INFORMATION

Executive Officers of the Sub-Adviser

Information regarding the executive officers of the Sub-Adviser is set 
forth in Annex D.


Proxy Solicitation

	The Portfolio has engaged the services of Shareholder 
Communications Corporation ("SCC") to assist in the solicitation of 
proxies for the Special Meeting. The cost of soliciting proxies will be 
borne in part by AIM, and in part by the Portfolio. It is estimated that 
the cost of SCC's services will be approximately $8,000. The Portfolio 
expects to solicit proxies principally by mail, but the Portfolio or SCC 
may also solicit proxies by telephone or personal interview. The 
Portfolio may also pay persons holding stock in their names, or those of 
their nominees, for their expenses in sending proxies and proxy 
materials to beneficial owners or principals.

SHAREHOLDER PROPOSALS

	As a general matter, the Portfolio does not hold regular 
meetings of shareholders. Any shareholder who wishes to submit proposals 
for consideration at a meeting of the Portfolio should send such 
proposal to the Portfolio at the address set forth on the first page of 
this Proxy Statement. To be considered for presentation at a 
shareholders' meeting, proposals must be received a reasonable time 
before a solicitation is made.

GENERAL

	Management of the Portfolio does not intend to present and 
does not have reason to believe that others will present any other items 
of business at the Meeting. However, if other matters are properly 
presented to the Meeting for a vote, the proxies will be voted upon such 
matters in accordance with the judgment of the person acting under the 
proxies.

	A list of shareholders of the Portfolio entitled to be present 
and vote at the Meeting will be available at the offices of the 
Portfolio, 388 Greenwich Street, New York, New York 10013, for 
inspection by any shareholder during regular business hours for ten days 
prior to the date of the Meeting.

	Failure of a quorum to be present at the Meeting for the 
Portfolio may necessitate adjournment and may subject the Portfolio to 
additional expense.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN 
AND RETURN THE ENCLOSED PROXY PROMPTLY, NO POSTAGE IS REQUIRED IF MAILED 
IN THE UNITED STATES.


								CHRISTINA T. SYDOR
								Secretary

December 26, 1996




ANNEX A
FORM OF SUB-ADVISORY AGREEMENT

TRAVELERS SERIES FUND INC.
(AIM Capital Appreciation Portfolio)

	THIS AGREEMENT is made this   day of  , 19 , by and between 
Travelers Series Fund Inc. (the "Company"), a corporation organized 
under the laws of the State of Maryland, on behalf of the AIM Capital 
Appreciation Portfolio (the "Portfolio"), Travelers Investment Adviser, 
Inc. ("TIA" or the "Manager") and A I M Capital Management, Inc. (the 
"Sub-Adviser").
	
	WHEREAS, the Company, Smith Barney Mutual Funds Management 
Inc. ("SBMFM") and the Sub-Adviser entered into a Subadvisory Agreement 
on October 10, 1995, under which the Sub-Adviser served as the sub-
investment adviser for the Portfolio;

	WHEREAS, the Sub-Adviser consented to the assignment of 
SBMFM's interests, rights, responsibilities and obligations in and under 
the Subadvisory Agreement to TIA pursuant to a Transfer and Assumption 
of Subadvisory Agreement dated as of September 3, 1996 and TIA currently 
serves as the investment manager for the Portfolio;

	WHEREAS, the Company represents that it is registered under 
the Investment Company Act of 1940, as amended (the "1940 Act") as an 
open-end, diversified management investment company, consisting of 
multiple series of investment portfolios;

	WHEREAS, the Manager represents that it is registered under 
the Investment Advisers Act of 1940, as amended (the "Advisers Act") as 
an investment adviser and engages in the business of acting as an 
investment adviser;

	WHEREAS, the Sub-Adviser represents that it is registered 
under the Advisers Act as an investment adviser and engages in the 
business of acting as an investment adviser;

	WHEREAS, the Company represents that its charter authorizes 
the Board of Directors of the Company to classify or reclassify 
authorized but unissued shares of the Company, and as of the date of 
this Agreement the Company's Board of Directors has authorized the 
issuance of series of shares representing interests in investment 
portfolios;

	NOW, THEREFORE, in consideration of the mutual covenants 
herein contained and other good and valuable consideration, the receipt 
whereof is hereby acknowledged, the parties hereto agree as follows:

  1. Investment Description; Appointment

	The Company desires to employ its capital relating to the 
Portfolio by investing and reinvesting in investments of the kind and in 
accordance with the investment objective(s), policies and limitations 
specified in the prospectus (the "Prospectus") and the statement of 
additional information (the "Statement") filed with the Securities and 
Exchange Commission as part of the Company's Registration Statement on 
Form N-1A, as amended or supplemented from time to time, and in the 
manner and to the extent as may from time to time be approved by the 
Board of Directors of the Company (the "Board"). Copies of the 
Registration Statement, Prospectus and the Statement have been or will 
be provided to the Sub-Adviser. The Company agrees promptly to provide 
copies of all amendments and supplements to the current Registration 
Statement, Prospectus and the Statement to the Sub-Adviser on or before 
the effective date thereof on an on-going basis. Until the Company 
delivers any such amendment or supplement to the Sub-Adviser, the Sub-
Adviser shall be fully protected in relying on the Prospectus and 
Statement as previously furnished to the Sub-Adviser. The Company 
employs the Manager as the manager to the Portfolio pursuant to the 
Transfer and Assumption of Management Agreement dated September 3, 1996, 
and the Company and the Manager desire to employ and hereby appoint the 
Sub-Adviser to act as the sub-investment adviser to the Portfolio. The 
Sub-Adviser accepts the appointment and agrees to furnish the services 
for the compensation set forth below.

  2. Services as Sub-Adviser

	Subject to the supervision, direction and approval of the 
Board and the Manager, the Sub-Adviser shall conduct a continual program 
of investment, evaluation and, if appropriate in the view of the Sub-
Adviser, sale and reinvestment of the Portfolio's assets. The Sub-
Adviser is authorized, in its sole discretion and without prior 
consultation with the Manager, to: (a) manage the Portfolio's assets in 
accordance with the Portfolio's investment objective(s) and policies as 
stated in the Prospectus and the Statement; (b) make investment 
decisions for the Portfolio; (c) place purchase and sale orders for 
portfolio transactions on behalf of the Portfolio; and (d) employ 
professional portfolio managers and securities analysts who provide 
research services to the Portfolio.

	In addition, (i) the Sub-Adviser shall furnish the Manager 
daily information concerning portfolio transactions and quarterly and 
annual reports concerning transactions and performance of the Portfolio 
in such form as may be mutually agreed by the manager and the Sub-
Adviser, and the SubAdviser agrees to review the Portfolio and discuss 
the management thereof with the manager and the Board.

	(ii) Unless the Manager gives the Sub-Adviser written 
instructions to the contrary, the SubAdviser shall use its good faith 
judgment in a manner which it reasonably believes best serves the 
interests of the Portfolio's shareholders to vote or abstain from voting 
all proxies solicited by or with respect to the issuers of securities in 
which assets of the Portfolio may be invested.

	(iii) The Sub-Adviser shall maintain and preserve such records 
related to the Portfolio's transactions as required under the 1940 Act. 
The Manager shall maintain and preserve all books and other records not 
related to the Portfolio's transactions as required under the 1940 Act. 
The SubAdviser shall timely furnish to the Manager all information 
relating to the Sub-Adviser's services hereunder reasonably requested by 
the Manager to keep and preserve the books and records of the Portfolio. 
The Sub-Adviser agrees that all records which it maintains for the 
Portfolio are the property of the Company and the Sub-Adviser will 
surrender promptly to the Company copies of any of such records.

	(iv) The Sub-Adviser shall maintain compliance procedures for 
the Portfolio that it reasonably believes are adequate to ensure the 
Portfolio's compliance with (A) the 1940 Act and the rules and 
regulations promulgated thereunder and (B) the Portfolio's investment 
objective(s) and policies as stated in the Prospectus and Statement. The 
Sub-Adviser shall maintain compliance procedures that it reasonably 
believes are adequate to ensure its compliance with the Advisers Act.
	(v) The Sub-Adviser has adopted a written code of ethics that 
it reasonably believes complies with the requirements of Rule 17j-1 
under the 1940 Act, which it will provide to the Company. The Sub-
Adviser has policies and procedures regarding the detection and 
prevention and the misuse of material, nonpublic information by the Sub-
Adviser and its employees as required by the Insider Trading and 
Securities Fraud Enforcement Act of 1988.

  3. Brokerage

	The Sub-Adviser is responsible for decisions to buy and sell 
securities for the Portfolio, brokerdealer selection, and negotiation of 
brokerage commission rates. The Sub-Adviser's primary consideration in 
effecting a security transaction will be executed at the most favorable 
price. In selecting a broker-dealer to execute each particular 
transaction, the Sub-Adviser will take the following into consideration: 
the best net price available; the reliability, integrity and financial 
condition of the broker-dealer, the size of and difficulty in executing 
the order; and the value of the expected contribution of the broker-
dealer to the investment performance of the portfolio on a continuing 
basis. Accordingly, the price to the Portfolio in any transaction may be 
less favorable than that available from another broker-dealer if the 
difference is reasonably justified by other aspects of the portfolio 
execution services offered. Subject to such policies as the Board may 
from time to time determine, the Sub-Adviser shall not be deemed to have 
acted unlawfully or to have breached any duty created by this Agreement 
or otherwise solely by reason of its having caused the Portfolio to pay 
a broker or dealer that provides brokerage and research services (as 
those terms are defined in Section 28(e) of the Securities Exchange Act 
of 1934) to the Sub-Adviser an amount of commission for effecting a 
portfolio investment transaction in excess of the amount of commission 
another broker or dealer would have charged for effecting that 
transaction, if the Sub-Adviser determines in good faith that such 
amount of commission was reasonable in relation to the value of the 
brokerage and research services provided by such broker or dealer, 
viewed in terms of either that particular transaction of the Sub-
Adviser's overall responsibilities with respect to the Portfolio, and to 
the other clients of the SubAdviser as to which the Sub-Adviser 
exercises investment discretion. The Sub-Adviser is further authorized 
to allocate the orders placed by it on behalf of the Portfolio to such 
brokers and dealers who also provide research or statistical material, 
or other services to the Portfolio or to the Sub-Adviser. Such 
allocation shall be in such amounts and proportions as the Sub-Adviser 
shall determine and the Sub-Adviser will report on said allocations 
regularly to the Board indicating the brokers to whom such allocations 
have been made and the basis therefor.

  4. Information Provided to the Company and the Manager

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

  5. Compensation

	In consideration of the services rendered pursuant to this 
Agreement, the Manager will pay the Sub-Adviser an annual fee calculated 
at the rate of 0.375% of the Portfolio's average daily net assets; the 
fee is calculated daily and paid monthly. The Sub-Adviser shall have no 
right to obtain compensation directly from the Company for services 
provided hereunder and agrees to look solely to the Manager for payment 
of fees due. The fee for the period from the Effective Date (defined 
below) of the Agreement to the end of the month during which the 
Effective Date occurs shall be prorated according to the proportion that 
such period bears to the full monthly period. Upon any termination of 
this Agreement before the end of a month, the fee for such part of that 
month shall be prorated according to the proportion that such period 
bears to the full monthly period and shall be payable upon the date of 
termination of this Agreement. For the purpose of determining fees 
payable to the Sub-Adviser, the value of the Portfolio's net assets 
shall be computed at the times and in the manner specified in the 
Prospectus and/or the Statement.

  6. Expenses

	The Sub-Adviser shall bear all expenses incurred by it in 
connection with the performance of its services under this Agreement. 
The Portfolio will bear certain other expenses to be incurred in its 
operation, including, but not limited to, investment advisory fees, sub-
advisory fees (other than subadvisory fees paid pursuant to this 
Agreement) and administration fees; fees for necessary professional and 
brokerage services; costs relating to local administration of 
securities; fees for any pricing service; the costs of regulatory 
compliance; and pro rata costs associated with maintaining the Company's 
legal existence and shareholder relations. All other expenses not 
specifically assumed by the Sub-Adviser hereunder or by the Manager 
under the Management Agreement are borne by the Portfolio or the 
Company.

  7. Standard of Care

	The Sub-Adviser shall exercise its best judgment and shall act 
in good faith in rendering the services listed in paragraphs 2 and 3 
above. The Sub-Adviser, its officers, directors and employees shall not 
be liable for any error of judgment or mistake of law or for any loss 
suffered by the Portfolio, any shareholder of the Portfolio or the 
Manager in connection with the matters to which this Agreement relates, 
provided that nothing in this Agreement shall be deemed to protect or 
purport to protect the Sub-Adviser against any liability to the Manager, 
the Company or to the shareholders of the Portfolio to which the Sub-
Adviser would otherwise be subject by reason of willful misfeasance, bad 
faith or gross negligence on its part in the performance of its duties 
or by reason of the SubAdviser's reckless disregard of its obligations 
and duties under this Agreement.

  8. Term of Agreement

	This Agreement shall become effective  , 1997 (the "Effective 
Date") and shall continue for an initial two-year term and shall 
continue thereafter so long as such continuance is specifically approved 
at least annually as required by the 1940 Act. This Agreement is 
terminable, without penalty, on 60 days' written notice, by the Board of 
the Company or by vote of holders of a majority (as defined in the 1940 
Act and the rules thereunder) of the outstanding voting securities of 
the Portfolio, or upon 60 days' written notice, by the Sub-Adviser. This 
Agreement will also terminate automatically in the event of its 
assignment (the term "assignment" having the meaning defined in Section 
2(a)(4) of the 1940 Act and the rules thereunder).

  9. Services to Other Companies or Accounts

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

  10. Notices
        
	Any notices under this Agreement shall be in writing, 
addressed and delivered or mailed postage paid to the other parties at 
such address as such other parties may designate for the receipt of such 
notice. Until further notice to the other parties, it is agreed that the 
address of each party is as follows:

	(a) To the Company:
	     Travelers Series Funds Inc.
                         388 Greenwich Street, 22nd Floor
                         New York, NY 10013

	(b) To the Manager:
                          Travelers Investment Adviser, Inc.
                          388 Greenwich Street, 22nd Floor
                          New York, NY 10013

	(c) To the Sub-Adviser:
                         A I M Capital Management, Inc.
                         President
                         11 Greenway Plaza, Suite 1919
	     Houston, TX 77046
	     cc General Counsel

  11. Representations

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

	Each of the parties hereto represents that the Agreement has 
been duly authorized, executed and delivered by all required corporate 
action.

  12. Use of Name

The Company may use the names "AIM Capital Management, Inc.", "AIM 
Capital Management", "AIM Capital", "AIM Capital Appreciation 
Portfolio", or "AIM" only for so long as this Agreement or any 
extension, renewal, or amendment hereof remains in effect. At such times 
as this Agreement shall no longer be in effect, the Company shall cease 
to use such a names or any other name indicating that it is advised by 
or otherwise connected with the Sub-Adviser and shall promptly change 
its name accordingly. The Company acknowledges that it has adopted the 
name "AIM Capital Appreciation Portfolio" through permission of the Sub-
Adviser, and agrees that the Sub-Adviser reserves to itself and any 
successor to its business the right to grant the non-exclusive right to 
use the aforementioned names or any similar names to any other 
corporation or entity, including but not limited to any investment 
company of which the Sub-Adviser or any subsidiary or affiliate thereof 
or any successor to the business of any thereof shall be the investment 
adviser.

  13. Severability

	If any provision of this Agreement is found to be 
unenforceable, then this Agreement shall be deemed to be amended by 
modifying such provision to the extent necessary to make it legal and 
enforceable while preserving its intent. The remainder of this Agreement 
shall not be affected by such modification.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed in
triplicate by their respective officers on the day and year first 
written above.

				TRAVELERS SERIES FUND INC.
Attest:  /s/	
				By:  

				 TRAVELERS INVESTMENT ADVISER, INC.
Attest:  /s/
				By:  

				A I M CAPITAL MANAGEMENT INC.
Attest:  /s/
				By:




ANNEX B
BROKERAGE  FOR THE FISCAL YEAR ENDED 10/31/95




Aggregate
% of



Amount of
Aggregate



Commissio
ns
Commissio
ns



Paid to
Paid to


Total
Affiliate
d
Affiliate
d

Fund Name
Commissio
ns
Brokers(1
)(2)
Brokers

Travelers Series Fund Inc. AIM Capital 
Appreciation Portfolio
$144,912
$525
 .36

__________
(1) Smith Barney Inc.
(2) Robinson Humphrey, Inc


ANNEX C

FUNDS FOR WHICH AIM SERVES AS INVESTMENT ADVISER OR SUB-ADVISER 
THAT HAS AN INVESTMENT OBJECTIVE SIMILAR TO THAT OF THE PORTFOLIO	






Name of Fund



Annual Rate 
(based on 
Average daily 
net assets)

Total Net 
Assets for 
the Most 
Recently 
Completed 
Fiscal Year
Aggregate 
Net Fees 
Paid to 
AIM for 
the Most 
Recently 
Completed 
Fiscal 
Year

Waivers 
for the 
Most 
Recently 
Completed 
Fiscal 
Year

AIM Aggressive 
Growth
0.80% of the 
first $150 
million.
0.625% of the 
excess over 
$150 million




$2,750,563,94
3




$16,492,56
4




0







AIM Capital 
Development 
0.75% of the 
first $350 
million.
0.625% of the 
excess over 
$350 million




$273,687,609




$280,248




$144,946







AIM Constellation
1.00% of the 
first $30 
million.
0.75% over $30 
million up to 
$150 million. 
0.625% of the 
excess over 
$150 million







$11,548,540,9
62







$57,614,41
2







$1,869,383







AIM Variable 
Insurance
Capital Appreciation 
0.65% of the 
first $250 
million
0.60% of the 
excess over 
$250 million



$212,152,423



$882,870



0




ANNEX D
EXECUTIVE OFFICERS OF AIM
 Executive Officers of the AIM
			
Set forth below is certain information regarding the executive officers 
of the AIM.


Name
Age
Position
Business Experience During 
Past Five Years

Charles T. Bauer
77
Director and Chairman
Director, Chairman and 
Chief Executive Officer, 
AIM Management Group 
Inc.("AIM Management") ; 
Chairman of the Board of 
Directors, AIM Advisors, 
Inc.,("AIM")  AIM Capital 
Management, Inc.("AIM 
Capital"), AIM 
Distributors, Inc.("AIM 
Distributors"), AIM Fund 
Services, Inc.("AIM 
Services"), AIM 
Institutional Fund 
Services, Inc.("AIM 
Institutional"), and Fund 
Management Company.("Fund 
Management"); 
Director/Trustee of the AIM 
Funds.






Gary T. Crum
49
Director and President
Director and Senior Vice 
President, AIM Management 
and AIM Advisors; Director, 
AIM Distributors.






Robert H. Graham
50
Director and Senior 
Vice President
Director, President and 
Chief Operating Officer  of 
AIM Management; Director 
and President of AIM 
Advisors; Director and 
Senior Vice President of 
AIM Capital Management, AIM 
Distributors, AIM Services, 
AIM Institutional and Fund 
Management 
 .Director/Trustee of the 
AIM Funds






Scott G. Lucas
37
Director and Senior 
Vice President
Vice President of  AIM 
Management and AIM.






Name
Age
Position
Business Experience During 
Past Five Years

Jonathan C. 
Schoolar
35
Director and Senior 
Vice President
Vice President, AIM






William H. Kleh
51
Director and Senior 
Vice President
Director and Senior Vice 
President, AIM; Director, 
Fund Management, Senior 
Vice President, AIM 
Management, Vice President, 
AIM Distributors.

John J. Arthur

52
Vice President and 
Treasurer
Senior Vice President and 
Treasurer, AIM;  Vice 
Preident and Treasurer of 
AIM Management, AIM 
Distributors, AIM Services, 
AIM Institutional and Fund 
Management






Melville B. Cox
53
Vice President and 
Chief Compliance 
Officer
Vice President and Chief 
Compliance Officer, AIM; 
AIM Distributors, AIM 
Services, AIM Institutional 
and Fund Management.
Formerly, Vice President, 
Charles Schwab & Co., Inc.; 
Assistant Secretary, 
Charles Schwab Family of 
Funds and Schwab 
Investments; Chief 
Complaince Officer, Charles 
Schwab Investment 
Management, Inc.; and Vice 
President, Integrated 
Resources Life Insurance 
Co. and Capital Life 
Insurance Co.






Robert G. Alley
47
Senior Vice President
Vice President, AIM.  
Formerly, Senior Fixed 
Income Money Manager, 
Waddell and Reed, Inc.






Stuart W. Coco
41
Senior Vice President
Vice President, AIM






Karen Dunn 
Kelley
36
Senior Vice President
Vice President, AIM






Ronald P. Stein
37
Senior Vice President
Vice President, AIM. 
Formerly, Head of Equity 
Trading, Bass Brothers



ANNEX E

FORM OF PROXY CARD

AIM CAPITAL APPRECIATION PORTFOLIO 
			A SERIES OF TRAVLERS SERIES FUND INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor 
and Nancy W. LeDonne, and each of them separately, proxies with the 
power of substitution to each, and hereby authorizes them to represent 
and to vote, as designated below, at the Special Meeting of Shareholders 
of the Fund indicated above, a series of  Travelers Series Fund Inc., on 
February 7, 1997 at 2 p.m. Eastern time, and at any adjournment thereof, 
all of the shares of the Fund which the undersigned would be entitled to 
vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO 
CHOICES INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE 
NOMINEES NAMED ON THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS.
NOTE: PLEASE SIGN EXACTLY AS 
YOUR NAME APPEARS ON THIS PROXY 
CARD. All joint owners should 
sign. When signing as executor, 
administrator, attorney, trustee 
or guardian or as custodian for 
a minor, please give full title 
as such. If a corporation, 
please sign in full corporate 
name and indicate the signer's 
office. If a partner, sign in 
the partnership name.
________________________________
___ Signature
		                                                            
__________________________________ 					
	Signature (if held jointly)

________________________________
___ Date


THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS. THE DIRECTORS 
RECOMMEND VOTING "FOR" ALL PROPOSALS. TO VOTE, FILL IN BOX COMPLETELY
							For       Against        Abstain												FOR    AGAINST    ABSTAIN
1. Proposal to approve a new Investment Sub-
Advisory Agreement    for the Fund.						/ /             / /                 / /
2. Proposal to eliminate fundamental investment 
policy restricting investments in other 
investment companies and to amend certain related 
fundamental investment policies.				/ /            / /                 / /
3. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH 
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE 
MEETING OR ANY ADJOURNMENT THEREOF.