FORM OF
TRANSFER AND ASSUMPTION OF
INVESTMENT MANAGEMENT AGREEMENT

for

TRAVELERS SERIES FUND INC.
ON BEHALF OF THE GT GLOBAL STRATEGIC INCOME PORTFOLIO


	TRANSFER AND ASSUMPTION OF MANAGEMENT AGREEMENT, made as of 
the 3rd day of September, 1996, by and among Travelers Series Fund 
Inc. (the "Company"), a corporation organized under the laws of the 
State of Maryland, on behalf of the GT Global Strategic Income 
Portfolio (the "Portfolio"), Smith Barney Mutual Funds Management 
Inc., a Delaware corporation ("SBMFM") and Travelers Investment 
Adviser, Inc. ("TIA"), a Delaware corporation.

	WHEREAS, the Company is registered with the Securities and 
Exchange Commission as an open-end management investment company 
under the Investment Company Act of 1940, as amended (the "Act"); 
and

	WHEREAS, the Company consists of several distinct investment 
portfolios or series; and

	WHEREAS, the Company and Mutual Management Corp. ("MMC") 
entered into an Investment Management Agreement on June 2, 1994, 
("Management Agreement") under which MMC served as the investment 
manager for the Portfolio; and

	WHEREAS, the Company consented to the assignment of MMC's 
interest, rights, responsibilities and obligations in and under the 
Management Agreement to SBMFM pursuant to a Transfer and Assumption 
of Investment Management Agreement dated as of December 31, 1994, 
and SBMFM currently serves as the investment manager (the 
"Investment Manager") for the Portfolio; and

	WHEREAS, SBMFM desires that its interest, rights, 
responsibilities and obligations in and under the Management 
Agreement be transferred to TIA and TIA desires to assume SBMFM's 
interest, rights, responsibilities and obligations in and under the 
Management Agreement; and

	WHEREAS, this Agreement does not result in a change of actual 
control or management of the Investment Manager to the Company and, 
therefore, is not an "assignment" as defined in Section 2(a)(4) of 
the Act nor an "assignment" for the purposes of Section 15(a)(4) of 
the Act.

	NOW, THEREFORE, in consideration of the mutual covenants set 
forth in this Agreement and other good and valuable consideration, 
the receipt and sufficiency of which is hereby acknowledged, the 
parties hereby agree as follows:

	1.	Assignment.  Effective as of September 3, 1996 (the 
"Effective Date"), SBMFM hereby transfers to TIA all of SBMFM's 
interest, rights, responsibilities and obligations in and under the 
Management Agreement dated June 2, 1994, to which SBMFM is a party 
with the Company.

	2.	Assumption and Performance of Duties.  As of the 
Effective Date, TIA hereby accepts all of SBMFM's interest and 
rights, and assumes and agrees to perform all of SBMFM's 
responsibilities and obligations in and under the Management 
Agreement; TIA agrees to be subject to all of the terms and 
conditions of said Agreement; and TIA shall indemnify and hold 
harmless SBMFM from any claim or demand made thereunder arising or 
incurred after the Effective Date.

	3.	Representation of TIA.  TIA represents and warrants 
that :  (1) it is registered as an investment adviser under the 
Investment Advisers Act of 1940, as amended; and (2) is a indirect 
wholly owned subsidiary of the Travelers Insurance Company.

	4.	Consent.  The Company hereby consents to this transfer 
by SBMFM to TIA of SBMFM's interest, rights, responsibilities and 
obligations in and under the Management Agreement and to the 
acceptance and assumption by TIA of the same.  The Company agrees, 
subject to the terms and conditions of said Agreement, to look 
solely to TIA for the performance of the Investment Manager's 
responsibilities and obligations under said Agreement from and 
after the Effective Date, and to recognize as inuring solely to TIA 
the interest and rights heretofore held by SBMFM thereunder.

	5.	Counterparts.  This Agreement may be signed in any 
number of counterparts, each of which shall be an original, with 
the same effect as if the signatures thereto and hereto were upon 
the same instrument.

	IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be executed by their duly authorized officers hereunto 
duly attested.

Attest:



                                   		   		By:        	
					                                
Secretary						Travelers Series Fund, 
Inc. 
							on behalf of the GT 
Global Strategic 								Income 
Portfolio

							Date: September 3, 1996


Attest:



                                     		 		By: 	
					                         
Secretary						Travelers Investment Adviser, Inc.
						
							Date: September 3, 1996


Attest:
	

				                                   
Secretary					By: 					
	                                       
							Smith Barney Mutual Funds 
Management Inc.

							Date: September 3, 1996




u:\legal\funds\$sts\agreemts\invman.gtg