TRAVELERS SERIES FUND INC.

DISTRIBUTION AGREEMENT



							October 8, 1998



CFBDS, Inc.
21 Milk Street
Boston, MA 02109

Dear Sirs:

	This is to confirm that, in consideration of the agreements 
hereinafter contained, the above-named investment company (the 
"Fund") has agreed that you shall be, for the period of this 
Agreement, the non-exclusive principal underwriter and distributor 
of shares of the Fund and each Series of the Fund set forth on 
Exhibit A hereto, as such Exhibit may be revised from time to time 
(each, including any shares of the Fund not designated by series, 
a "Series").  For purposes of this Agreement, the term "Shares" 
shall mean shares of the each Series, or one or more Series, as 
the context may require.

	1.	Services as Principal Underwriter and Distributor

		1.1  You will act as agent for the distribution of 
Shares covered by, and in  accordance with, the registration 
statement, prospectus and statement of additional information then 
in effect under the Securities Act of 1933, as amended (the "1933 
Act"), and the Investment Company Act of 1940, as amended (the 
"1940 Act"), and will transmit or cause to be transmitted promptly 
any orders received by you or those with whom you have sales or 
servicing agreements for purchase or redemption of Shares to the 
Transfer and Dividend Disbursing Agent for the Fund of which the 
Fund has notified you in writing.

		1.2  You agree to use your best efforts to solicit 
orders for the sale of Shares.  It is contemplated that you will 
enter into sales or servicing agreements with registered 
securities dealers and banks and into servicing agreements with 
financial institutions and other industry professionals, such as 
investment advisers, accountants and estate planning firms.  In 
entering into such agreements, you will act only on your own 
behalf as principal underwriter and distributor.  You will not be 
responsible for making any distribution plan or service fee 
payments pursuant to any plans the Fund may adopt or agreements it 
may enter into.

		1.3  You shall act as principal underwriter and 
distributor of Shares in compliance with all applicable laws, 
rules, and regulations, including, without limitation, all rules 
and regulations made or adopted from time to time by the 
Securities and Exchange Commission (the "SEC") pursuant to the 
1933 Act or the 1940 Act or by any securities association 
registered under the Securities Exchange Act of 1934, as amended.

		1.4  Whenever in their judgment such action is 
warranted for any reason, including, without limitation, market, 
economic or political conditions, the Fund's officers may decline 
to accept any orders for, or make any sales of, any Shares until 
such time as those officers deem it advisable to accept such 
orders and to make such sales and the Fund shall advise you 
promptly of such determination.

2.	Duties of the Fund

2.1	The Fund agrees to pay all costs and expenses in 
connection with the registration of Shares under the 1933 Act, and 
all expenses in connection with maintaining facilities for the 
issue and transfer of Shares and for supplying information, prices 
and other data to be furnished by the Fund hereunder, and all 
expenses in connection with the preparation and printing of the 
Fund's prospectuses and statements of additional information for 
regulatory purposes and for distribution to shareholders; provided 
however, that nothing contained herein shall be deemed to require 
the Fund to pay any of the costs of advertising or marketing the 
sale of Shares.

		2.2  The Fund agrees to execute any and all documents 
and to furnish any and all information and otherwise to take any 
other actions that may be reasonably necessary in the discretion 
of the Fund's officers in connection with the qualification of 
Shares for sale in such states and other U.S. jurisdictions as the 
Fund may approve and designate to you from time to time, and the 
Fund agrees to pay all expenses that may be incurred in connection 
with such qualification.  You shall pay all expenses connected 
with your own qualification as a securities broker or dealer under 
state or Federal laws and, except as otherwise specifically 
provided in this Agreement, all other expenses incurred by you in 
connection with the sale of Shares as contemplated in this 
Agreement.

2.3  The Fund shall furnish you from time to time, for 
use in connection with the sale of Shares, such information 
reports with respect to the Fund or any relevant Series and the 
Shares as you may reasonably request, all of which shall be signed 
by one or more of the Fund's duly authorized officers; and the 
Fund warrants that the statements contained in any such reports, 
when so signed by the Fund's officers, shall be true and correct.  
The Fund also shall furnish you upon request with (a) the reports 
of annual audits of the financial statements of the Fund for each 
Series made by independent certified public  accountants 
retained by the Fund for such purpose; (b) semi-annual unaudited 
financial statements pertaining to each Series; (c) quarterly 
earnings statements prepared by the Fund; (d) a monthly itemized 
list of the securities in each Series' portfolio; (e) monthly 
balance sheets as soon as practicable after the end of each month; 
(f)  the current net asset value and  offering price per share for 
each Series on each day such net asset value is computed and (g) 
from time to time such additional information regarding the 
financial condition of each Series of the Fund as you may 
reasonably request.

	3.	Representations and Warranties

	The Fund represents to you that all registration statements, 
prospectuses and statements of additional information filed by the 
Fund with the SEC under the 1933 Act and the 1940 Act with respect 
to the Shares have been prepared in conformity with the 
requirements of said Acts and the rules and regulations of the SEC 
thereunder.  As used in this Agreement, the  terms "registration 
statement", "prospectus" and "statement of additional information" 
shall mean any registration statement, prospectus and statement of 
additional information filed by the Fund with the SEC and any 
amendments and supplements thereto filed by the Fund with the SEC.  
The Fund represents and warrants to you that any registration 
statement, prospectus and statement of additional information, 
when such registration statement becomes effective and as such 
prospectus and statement of additional information are amended or 
supplemented, will include at the time of such effectiveness, 
amendment or supplement all statements required to be contained 
therein in conformance with the 1933 Act, the 1940 Act and the 
rules and regulations of the SEC; that all statements of material 
fact contained in any registration statement, prospectus or 
statement of additional information will be true and correct when 
such registration statement becomes effective; and that neither 
any registration statement nor any prospectus or statement of 
additional information when such registration statement becomes 
effective will include an untrue statement of a material fact or 
omit to state a material fact required to be stated therein or 
necessary to make the statements therein not misleading to a 
purchaser of the Fund's Shares.  The Fund may, but shall not be 
obligated to, propose from time to time such amendment or 
amendments to any registration statement and such supplement or 
supplements to any prospectus or statement of additional 
information as, in the light of future developments, may, in the 
opinion of the Fund, be necessary or advisable.  If the Fund shall 
not propose such amendment or amendments and/or supplement or 
supplements within fifteen days after receipt by the Fund of a 
written request from you to do so, you may, at your option, 
terminate this Agreement or decline to make offers of the Fund's 
Shares until such amendments are made.  The Fund shall not file 
any amendment to any registration statement or supplement to any 
prospectus or statement of additional information without giving 
you reasonable notice thereof in advance; provided, however, that 
nothing contained in this Agreement shall in any way limit the 
Fund's right to file at any time such amendments to any 
registration statement and/or supplements to any prospectus or 
statement of additional information, of whatever character, as the 
Fund may deem advisable, such right being in all respects absolute 
and unconditional.

	4.	Indemnification

		4.1  The Fund authorizes you to use any prospectus or 
statement of additional information furnished by the Fund from 
time to time, in connection with the sale of Shares.  The Fund 
agrees to indemnify, defend and hold you, your several officers 
and directors, and any person who controls you within the meaning 
of Section 15 of the 1933 Act, free and harmless from and against 
any and all claims, demands, liabilities and expenses (including 
the cost of investigating or defending such claims, demands or 
liabilities and any such counsel fees incurred in connection 
therewith) which you, your officers and directors, or any such 
controlling person, may incur under the 1933 Act or under common 
law or otherwise, arising out of or based upon any untrue 
statement, or alleged untrue statement, of a material fact 
contained in any registration statement, any prospectus or any 
statement of additional information or arising out of or based 
upon any omission, or alleged omission, to state a material fact 
required to be stated in any registration statement, any 
prospectus or any statement of additional information or necessary 
to make the statements in any of them not misleading; provided, 
however, that the Fund's agreement to indemnify you, your officers 
or directors, and any such controlling person shall not be deemed 
to cover any claims, demands, liabilities or expenses arising out 
of any statements or representations made by you or your 
representatives or agents other than such statements and 
representations as are contained in any prospectus or statement of 
additional information and in such financial and other statements 
as are furnished to you pursuant to paragraph 2.3 of this 
Agreement; and further provided that the Fund's agreement to 
indemnify you and the Fund's representations and warranties herein 
before set forth in paragraph 3 of this Agreement shall not be 
deemed to cover any liability to the Fund or its shareholders to 
which you would otherwise be subject by reason of willful 
misfeasance, bad faith or gross negligence in the performance of 
your duties, or by reason of your reckless disregard of your 
obligations and duties under this Agreement.  The Fund's agreement 
to indemnify you, your officers and directors, and any such 
controlling person, as aforesaid, is expressly conditioned upon 
the Fund's being notified of any action brought against you, your 
officers or directors, or any such controlling person, such 
notification to be given by letter or by telegram addressed to the 
Fund at its principal office in New York, New York and sent to the 
Fund by the person against whom such action is brought, within ten 
days after the summons or other first legal process shall have 
been served.  The failure so to notify the Fund of any such action 
shall not relieve the Fund from any liability that the Fund may 
have to the person against whom such action is brought by reason 
of any such untrue, or alleged untrue, statement or omission, or 
alleged omission, otherwise than on account of the Fund's 
indemnity agreement contained in this paragraph 4.1.  The Fund 
will be entitled to assume the defense of any suit brought to 
enforce any such claim, demand or liability, but, in such case, 
such defense shall be conducted by counsel of good standing chosen 
by the Fund.  In the event the Fund elects to assume the defense 
of any such suit and retains counsel of good standing, the 
defendant or defendants in such suit shall bear the fees and 
expenses of any additional counsel retained by any of them; but if 
the Fund does not elect to assume the defense of any such suit, 
the Fund will reimburse you, your officers and directors, or the 
controlling person or persons named as defendant or defendants in 
such suit, for the fees and expenses of any counsel retained by 
you or them.  The Fund's indemnification agreement contained in 
this paragraph 4.1 and the Fund's representations and warranties 
in this Agreement shall remain operative and in full force and 
effect regardless of any investigation made by or on behalf of 
you, your officers and directors, or any controlling person, and 
shall survive the delivery of any of the Fund's Shares.  This 
agreement of indemnity will inure exclusively to your benefit, to 
the benefit of your several officers and directors, and their 
respective estates, and to the benefit of the controlling persons 
and their successors.  The Fund agrees to notify you promptly of 
the commencement of any litigation or proceedings against the Fund 
or any of its officers or Board members in connection with the 
issuance and sale of any of the Fund's Shares.

		4.2  You agree to indemnify, defend and hold the Fund, 
its several officers and Board members, and any person who 
controls the Fund within the meaning of Section 15 of the 1933 
Act, free and harmless from and against any and all claims, 
demands, liabilities and expenses (including the costs of 
investigating or defending such claims, demands or liabilities and 
any counsel fees incurred in connection therewith) that the Fund, 
its officers or Board members or any such controlling person may 
incur under the 1933 Act, or under common law or otherwise, but 
only to the extent that such liability or expense incurred by the 
Fund, its officers or Board members, or such controlling person 
resulting from such claims or demands shall arise out of or be 
based upon (a) any unauthorized sales literature, advertisements, 
information, statements or representations or (b) any untrue, or 
alleged untrue, statement of a material fact contained in 
information furnished in writing by you to the Fund and used in 
the answers to any of the items of the registration statement or 
in the corresponding statements made in the prospectus or 
statement of additional information, or shall arise out of or be 
based upon any omission, or alleged omission, to state a material 
fact in connection with such information furnished in writing by 
you to the Fund and required to be stated in such answers or 
necessary to make such information not misleading.  Your agreement 
to indemnify the Fund, its officers or Board members, and any such 
controlling person, as aforesaid, is expressly conditioned upon 
your being notified of any action brought against the Fund, its 
officers or Board members, or any such controlling person, such 
notification to be given by letter or telegram addressed to you at 
your principal office in Boston, Massachusetts and sent to you by 
the person against whom such action is brought, within ten days 
after the summons or other first legal process shall have been 
served.  You shall have the right to control the defense of such 
action, with counsel of your own choosing, satisfactory to the 
Fund, if such action is based solely upon such alleged 
misstatement or omission on your part or with the Fund's consent, 
and in any event the Fund, its officers or Board members or such 
controlling person shall each have the right to participate in the 
defense or preparation of the defense of any such action with 
counsel of its own choosing reasonably acceptable to you but shall 
not have the right to settle any such action without your consent, 
which will not be unreasonably withheld.  The failure to so notify 
you of any such action shall not relieve you from any liability 
that you may have to the Fund, its officers or Board members, or 
to such controlling person by reason of any such untrue, or 
alleged untrue, statement or omission, or alleged omission, 
otherwise than on account of your indemnity agreement contained in 
this paragraph 4.2.  You agree to notify the Fund promptly of the 
commencement of any litigation or proceedings against you or any 
of your officers or directors in connection with the issuance and 
sale of any of the Fund's Shares.
		
	5.	Effectiveness of Registration

	No Shares shall be offered by either you or the Fund under 
any of the provisions of this Agreement and no orders for the 
purchase or sale of such Shares under this Agreement shall be 
accepted by the Fund if and so long as the effectiveness of the 
registration statement then in effect or any necessary amendments 
thereto shall be suspended under any of the provisions of the 1933 
Act, or if and so long as a current prospectus as required by 
Section 5(b) (2) of the 1933 Act is not on file with the SEC; 
provided, however, that nothing contained in this paragraph 5 
shall in any way restrict or have an application to or bearing 
upon the Fund's obligation to repurchase its Shares from any 
shareholder in accordance with the provisions of the Fund's 
prospectus, statement of additional information or charter 
documents, as amended from time to time.

6. Offering Price

Shares of any class of any Series of the Fund offered for 
sale by you shall be offered for sale at a price per share (the 
"offering price") equal to (a) their net asset value (determined 
in the manner set forth in the Fund's charter documents and the 
then-current prospectus and statement of additional information) 
plus (b) a sales charge, if applicable, which shall be the 
percentage of the offering price of such Shares as set forth in 
the Fund's then-current prospectus relating to such Series.  In 
addition to or in lieu of any sales charge applicable at the time 
of sale, Shares of any class of any Series of the Fund offered for 
sale by you may be subject to a contingent deferred sales charge 
as set forth in the Fund's then-current prospectus and statement 
of additional information.  You shall be entitled to receive any 
sales charge levied at the time of sale in respect of the Shares 
without remitting any portion to the Fund.  Any payments to a 
broker or dealer through whom you sell Shares shall be governed by 
a separate agreement between you and such broker or dealer and the 
Fund's then-current prospectus and statement of additional 
information 

	
7.	Notice to You

	The Fund agrees to advise you immediately in writing:

		(a)  of any request by the SEC 
for amendments to the registration 
statement, prospectus or statement of 
additional information then in effect 
or for additional information;

		(b)  in the event of the issuance 
by the SEC of any stop order suspending 
the effectiveness of the registration 
statement, prospectus or statement of 
additional information then in effect 
or the initiation of any proceeding for 
that purpose;

		(c)  of the happening of any 
event that makes untrue any statement 
of a material fact made in the 
registration statement, prospectus or 
statement of additional information 
then in effect or that requires the 
making of a change in such registration 
statement, prospectus or statement of 
additional 
	information in order to make the 
statements therein not misleading; and
		
		(d)  of all actions of the SEC 
with respect to any amendment to the 
registration statement, or any 
supplement to the prospectus or 
statement of additional information 
which may from time to time be filed 
with the SEC.

	8.	Term of the Agreement

	This Agreement shall become effective on the date hereof, 
shall have an initial term of one year from the date hereof, and 
shall continue for successive annual periods thereafter so long as 
such continuance is specifically approved at least annually by (a) 
the Fund's Board or (b) by a vote of a majority (as defined in the 
1940 Act) of the Fund's outstanding voting securities, provided 
that in either event the continuance is also approved by a 
majority of the Board members of the Fund who are not interested 
persons (as defined in the 1940 Act) of any party to this 
Agreement, by vote cast in person at a meeting called for the 
purpose of voting on such approval.  This Agreement is terminable, 
without penalty, on 30 days' notice by the Fund's Board or by vote 
of holders of a majority of the relevant Series outstanding voting 
securities, or on 90 days' notice by you.  This Agreement will 
also terminate automatically, as to the relevant Series, in the 
event of its assignment (as defined in the 1940 Act and the rules 
and regulations thereunder).

9. Arbitration

Any claim, controversy, dispute or deadlock arising 
under this Agreement (collectively, a "Dispute") shall be settled 
by arbitration administered under the rules of the American 
Arbitration Association ("AAA") in New York, New York.  Any 
arbitration and award of the arbitrators, or a majority of them, 
shall be final and the judgment upon the award rendered may be 
entered in any state or federal court having jurisdiction.  No 
punitive damages are to be awarded.

10.	Miscellaneous

	So long as you act as a principal underwriter and 
distributor of Shares, you shall not perform any services for any 
entity other than investment companies advised or administered by 
Citigroup Inc. or its subsidiaries.  The Fund recognizes that the 
persons employed by you to assist in the performance of your 
duties under this Agreement may not devote their full time to such 
service and nothing contained in this Agreement shall be deemed to 
limit or restrict your or any of your affiliates right to engage 
in and devote time and attention to other businesses or to render 
services of whatever kind or nature.   This Agreement and the 
terms and conditions set forth herein shall be governed by, and 
construed in accordance with, the laws of the State of New York.

	11.	Limitation of Liability  (Massachusetts business 
trusts only)

	The Fund and you agree that the obligations of the Fund 
under this Agreement shall not be binding upon any of the 
Trustees, shareholders, nominees, officers, employees or agents, 
whether past, present or future, of the Fund, individually, but 
are binding only upon the assets and property of the Fund, as 
provided in the Master Trust Agreement.  The execution and 
delivery of this Agreement have been authorized by the Trustees 
and signed by an authorized officer of the Fund, acting as such, 
and neither such authorization by such Trustees nor such execution 
and delivery by such officer shall be deemed to have been made by 
any of them individually or to impose any liability on any of them 
personally, but shall bind only the trust property of the Fund as 
provided in its Master Trust Agreement.

	If the foregoing is in accordance with your understanding, 
kindly indicate your acceptance of this Agreement by signing and 
returning to us the enclosed copy, whereupon this Agreement will 
become binding on you.

						Very truly yours,
TRAVELERS SERIES FUND INC.

						By:  _____________________
						       Authorized Officer

Accepted:

CFBDS, INC.


By:  __________________________
       Authorized Officer






	EXHIBIT A





Travelers Series Fund Inc. 

AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
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MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney Large Cap Value Portfolio 
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
Smith Barney Money Market Portfolio
Smith Barney Pacific Basin Portfolio
Travelers Managed Income Portfolio
Van Kampen American Capital Enterprise Portfolio

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