SCHEDULE 14A INFORMATION

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

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

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

[X]	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.
GT Global Strategic Income Portfolio
388 Greenwich Street, New York, New York 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On May 20, 1998

TO THE SHAREHOLDERS:

		A special meeting of shareholders (the "Meeting") of the 
GT Global Strategic Income Portfolio (the "Portfolio") of the 
Travelers Series Fund Inc. (the "Fund") will be held on May 20, 
1998 at 2:00 p.m. local time at 388 Greenwich Street, 22nd Floor, 
New York, New York, for the following purposes:
	(1) To approve a new Sub-Advisory Agreement with Chancellor LGT 
Asset Management, Inc.; and 

  (2) 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 March 
17, 1998 are entitled to vote at the Meeting and any adjournments. 
If you attend the Meeting, you may vote your shares in person. If 
you do not expect to attend the 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 proposal have been unanimously approved by the Directors of 
the Fund, who recommend you vote "FOR" the proposal. 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.

March ___, 1998

						Heath B. McLendon
						Chairman of the Board of Directors




		THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS 
MOST RECENT 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

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.


TRAVELERS SERIES FUND INC.
GT Global Strategic Income Portfolio
388 Greenwich Street, New York, New York 10013
PROXY STATEMENT
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On May 20, 1998

		The accompanying proxy is solicited by the Board of 
Directors of Travelers Series Fund Inc. (the "Fund") on behalf of 
the GT Global Strategic Income 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 May 20, 1998 (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.  If you expect to attend the Meeting in 
person,  please notify the Portfolio by calling       1-800-224-
7523.

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

	(1) To approve a new Sub-Advisory Agreement with Chancellor LGT 
Asset Management, Inc.; and

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

	The Board has fixed the close of business on March 17, 
1998, 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 
the proposal submitted to the Shareholders of the Portfolio, with 
no Share having cumulative voting rights.

	There are no persons who, to the knowledge of the Fund, 
owned beneficially more than 5% of the Portfolio's outstanding 
Shares as of March 17, 1998. 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 the 
Record Date will be entitled to one vote per share on all business 
of the Meeting. The Portfolio had 2,450,296.138 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 April __, 1998.

	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). 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 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.

	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.  In addition,  Travelers Insurance 
will vote the shares for which it has voting rights in the same 
proportion as the votes for which they have received proper 
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. 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 
Proposal 1 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.

	Chancellor LGT Asset Management, Inc. ("Chancellor LGT") 
has served as sub-advisor to the Portfolio from June 2, 1994 
pursuant to a sub-advisory agreement (the "Current Agreement") 
executed on June 2, 1994.  On June 10, 1997, the Board of 
Directors of the Fund, including a majority of the directors who 
are not interested persons of the Portfolio, TIA or Chancellor LGT 
(the "Independent Directors"), voted to continue the Current 
Agreement for an additional year until June 1998. The current 
agreement was last approved by Shareholders of the Portfolio at a 
meeting held on June 2, 1994.

	On January 30, 1998, Liechtenstein Global Trust, AG 
("LGT"), the indirect parent organization of Chancellor LGT, 
entered into an agreement (the "Purchase Agreement") with AMVESCAP 
PLC ("AMVESCAP"), pursuant to which AMVESCAP will acquire LGT's 
Asset Management Division, which includes Chancellor LGT, GT 
Global, Inc. ("GT Global") and certain other affiliates.  It is 
necessary to obtain shareholder approval of the New Agreement 
because of the technical requirements of the 1940 Act that apply 
to the Purchase (the "Purchase"), which is more fully described 
below under "Purchase of Chancellor LGT's Asset Management 
Division by AMVESCAP." Because the Purchase will result in a 
transfer of more than 25% of the outstanding voting shares of 
Chancellor LGT,  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 Purchase is not expected to 
cause any change in the operation of Chancellor LGT's business. In 
addition,  the Purchase has no affect on the current management 
agreement between the Fund and TIA with respect to the Portfolio.

	At a meeting held on March 11, 1998, 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 Purchase 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 
form of the new Sub-Advisory Agreement attached hereto as Annex A.

		If the conditions to the Purchase are not met or waived 
or if the Purchase Agreement between Liechtenstein Global Trust, 
AG and AMVESCAP PLC is terminated, the Purchase will not be 
consummated, and the Current Agreement will remain in effect. If 
the New Agreement is approved, and the Purchase 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 Purchase is consummated, 
the Board will determine what action to take, in any event subject 
to the approval of shareholders of the Portfolio.




Purchase of LGT's Asset Management Division by AMVESCAP.  

On January 30, 1998, LGT and LGT Holding (International) AG, 
Zurich (collectively the "Sellers") entered into an agreement with 
AMVESCAP and AMD Acquisition Corp. (the "Buyer"), pursuant to 
which the Buyer will purchase the global asset management business 
of the Sellers by acquiring all of the issued and outstanding 
shares of LGT Holding Luxembourg SA, LGT (UK Holdings) PLC and LGT 
Bank in Liechtenstein Ltd. (Cayman) and equity interests in LGT 
Verwaltungs GmbH (together with their respective subsidiaries, the 
"Transferred Companies").  Under the agreement,  the Buyer shall 
pay the Sellers $1.3 billion,  which shall be (i) reduced (or 
increased) to the extent that the closing tangible net worth of 
the Transferred Companies at closing is less than (or greater 
than) zero, (ii) reduced to the extent that annualized asset 
management fees (without giving effect to market and currency 
fluctuations) of the Transferred Companies at closing, in respect 
of which client consents have been obtained,  are less than 92.5% 
of base investment management fees and (iii) adjusted in respect 
of certain transaction-related fees and expenses (including, among 
other things,  mutual fund shareholder and other client consent 
costs). Thus, failure by shareholders of the Transferred Companies 
to approve the Purchase Agreement may result in the Buyer paying, 
and the Seller receiving, a lower amount for the sale of the 
Transferred Companies.

The closing is expected to occur on or about May 29, 1998 
(the "Closing Date") subject to the satisfaction or waiver of 
certain conditions that include, among other things: (i) the 
annualized asset management fees (without giving effect to market 
and currency fluctuations) being at least 60% of base investment 
management fees; (ii) approval of the Purchase by AMVESCAP 
shareholders; (iii) certain governmental approvals and other third 
party consents having been received; (iv) representations and 
warranties made by the parties being true and correct in all 
material respects at the closing; and (v) no party being subject 
to any order prohibiting the consummation of the Purchase.

The Purchase Agreement may be terminated at any time prior 
to the Closing Date (i) by the mutual consent of the Buyer and 
LGT; (ii) by written notice by any party after September 30, 1998; 
(iii) by the Sellers if, by a specified date, AMVESCAP's 
shareholders have not approved the transaction; or (iv) under the 
other circumstances set forth in the Purchase Agreement.

Information Concerning Chancellor LGT and AIM. 

If this Proposal is approved by shareholders, Chancellor LGT 
will continue to serve as the sub-adviser to the Portfolio.  
Chancellor LGT currently provides investment subadvisory services 
to the Portfolio.  Chancellor LGT and its worldwide asset 
management affiliates have provided investment management and/or 
administrative services to institutional, corporate and individual 
clients around the world since 1969.  As of December 31, 1997, 
Chancellor LGT and its worldwide affiliates managed approximately 
$54 billion in assets.  In the United States, as of December 31, 
1997, Chancellor LGT managed or administered approximately $8 
billion of assets of several other registered investment 
companies.  In addition to the investment resources of its San 
Francisco and New York offices, Chancellor LGT draws upon the 
expertise, personnel, data and systems of other investment offices 
of LGT's Asset Management Division in Frankfort, Hong Kong, 
London, Singapore, Sydney, Tokyo and Toronto.  In managing the 
Funds, Chancellor LGT generally employs a team approach, taking 
advantage of its investment resources around the world in seeking 
the Portfolio's investment objective.  The U.S. offices of 
Chancellor LGT are located at 50 California Street, 27th Floor, 
San Francisco, CA 94111 and 1166 Avenue of the Americas, New York, 
NY  10036. 

	Chancellor LGT has advised the Portfolio that the 
Purchase is not expected to have a material effect on the 
operations of the Portfolio or on its shareholders as a result of 
the Purchase. No material change in investment philosophy, 
policies or strategies are currently envisioned. The Purchase 
Agreement does not, by its terms, contemplate any changes, other 
than changes in the ordinary course of business, in the management 
or operation of  relating to the Portfolio, the personnel managing 
the Portfolio or other services provided to and business 
activities of the Portfolio. The Purchase also is not expected to 
result in material changes in the business, corporate structure or 
composition of the senior management or personnel of Chancellor 
LGT. Based on the foregoing, Chancellor LGT does not anticipate 
that the Purchase will cause a reduction in the quality of 
services provided to the Portfolio, or have any adverse effect on 
Chancellor LGT'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 Purchase Agreement,  AMVESCAP 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 Sub-Adviser 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 Purchase. 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 Sub-Adviser 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 Purchase.

	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 Sub-Adviser are not "interested persons" (as defined in 
the 1940 Act) of the new or the old investment adviser or Sub-
Adviser. 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 Chancellor 
LGT will continue after the Purchase 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 Chancellor LGT on March 11, 1998, 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 Chancellor LGT, 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 Chancellor LGT by the Portfolio would have been identical 
to those paid under the Current Agreement.

	  The Board met on March 11, 1998, at which meeting the 
Directors, including the Independent Directors, concluded that if 
the Purchase 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 Independent 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 Purchase. 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 Chancellor LGT 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 
Purchase Agreement and the possible effects of the Purchase upon 
Chancellor LGT 's organization and upon the ability of Chancellor 
LGT to provide advisory services to the Portfolio. The Board 
considered the skills and capabilities of Chancellor LGT and 
representations that no material change was planned in the current 
management of the Portfolio by Chancellor LGT.  In this regard, 
the Board was informed of the resources of AMVESCAP to be made 
available to Chancellor LGT, after giving effect to the Purchase, 
to secure for the Portfolio quality investment research, 
investment advice and other client services. The Board considered 
the financial resources of AMVESCAP and also considered the 
reputation, expertise and resources of AMVESCAP and its affiliates 
in domestic and international financial markets. The Board 
considered the continued employment of members of senior 
management of Chancellor LGT pursuant to employment and retention 
agreements and the incentives provided to such members and other 
key employees of Chancellor LGT 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.  The Board of Directors also considered the terms of 
the Purchase, including the possible effects of the Purchase upon 
Chancellor LGT and upon the ability of Chancellor LGT 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 Purchase, the operations of 
Chancellor LGT 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.


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, Chancellor LGT furnishes 
investment information and advice and makes recommendations with 
respect to the purchase and sale of investments based upon the 
Portfolio's investment policies. Chancellor LGT 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 Chancellor LGT 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 Chancellor LGT in the Portfolio's most recently 
completed fiscal year was $94,324.22

	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) 
Chancellor LGT on 60 days' written notice. Each 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 Chancellor LGT,  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 
Chancellor LGT that has an investment objective similar to that of 
the Portfolio.

Recommendation of Directors

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




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 Meeting. The cost of soliciting proxies will be 
borne in by Chancellor LGT.  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

March ___, 1998

ANNEX A

FORM OF SUBADVISORY AGREEMENT
TRAVELERS SERIES FUND INC.

(GT Global Strategic Income Portfolio)


May    
, 1998

Chancellor LGT Asset Management, Inc.
50 California Street
San Francisco, CA 94111


THIS AGREEMENT is made this   day of  , 1998, by and between 
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"), 
Travelers Investment Adviser, Inc. ("TIA" or the "Manager") and 
Chancellor LGT Asset 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 June 2, 1994, 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 Prospectus and the Statement have 
been or will be submitted to the Sub-Adviser.  The Company agrees 
promptly to provide copies of all amendments and supplements to 
the current Prospectus and the Statement to the Sub-Adviser 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 of Additional 
Information as previously furnished to the Sub-Adviser.  The 
Company employs the Manager as the manager to the Portfolio 
pursuant to a Transfer and Assumption of Management Agreement 
dated September 3, 1996 (the "Management Agreement"), 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 of the Company 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 upon, and the 
Sub-Adviser agrees to review the Portfolio and discuss the 
management of it with the Manager and the Board of Directors of 
the Company.

(ii)  Unless the Manager gives the Sub-Adviser written 
instructions to the contrary, the Sub-Adviser 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 Investment Company Act of 1940, as amended (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 Sub-Adviser 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 Investment Advisers Act of 1940.

(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

In selecting brokers or dealers (including, if permitted by 
applicable law, Smith Barney Inc. or any other broker or dealer 
affiliated with the Manager or the Sub-Adviser) to execute 
transactions on behalf of the Portfolio, the Sub-Adviser will seek 
the best overall terms available.  In assessing the best overall 
terms available for any transaction, the Sub-Adviser will consider 
factors it deems relevant, including, but not limited to, the 
breadth of the market in the security, the price of the security, 
the financial condition and execution capability of the broker or 
dealer and the reasonableness of the commission, if any, for the 
specific transaction and on a continuing basis.  In selecting 
brokers or dealers to execute a particular transaction, and in 
evaluating the best overall terms available, the Sub-Adviser is 
authorized to consider the brokerage and research services (as 
those terms are defined in Section 28(e) of the Securities 
Exchange Act of 1934) provided to the Portfolio and/or other 
accounts over which the Sub-Adviser or its affiliates exercise 
investment discretion.  Nothing in this paragraph shall be deemed 
to prohibit the Sub-Adviser from paying an amount of commission 
for effecting a securities transaction in excess of the amount of 
commission another member of an exchange, broker, or dealer would 
have charged for effecting that transaction, if the Sub-Adviser 
determined in good faith that such amount of commission was 
reasonable in relation to the value of the brokerage and research 
services provided by such member, broker, or dealer, viewed in 
terms of either that particular transaction or its overall 
responsibilities with respect to the Portfolio and/or other 
accounts over which the Sub-Adviser or its affiliates exercise 
investment discretion.   

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 (excluding brokerage 
costs, custodian fees, auditors fees or other expenses to be borne 
by the Portfolio or the Company) 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 sub-advisory 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.	Reduction of Fee

If in any fiscal year the aggregate expenses of the 
Portfolio (including fees pursuant to the Management Agreement and 
any other investment advisory or administration agreement, but 
excluding interest, taxes, brokerage and extraordinary expenses) 
exceed the expense limitation of any state having jurisdiction 
over the Portfolio, the Sub-Adviser shall reduce its fee by the 
proportion of such excess expense equal to the proportion that its 
fee hereunder bears to the aggregate of fees paid by the Portfolio 
for management services in that year, to the extent required by 
state law.  A fee reduction pursuant to this paragraph 7, if any, 
shall be estimated, reconciled and paid on a monthly basis.  The 
Company confirms that, as of the date of this Agreement, no such 
expense limitation is applicable to the Portfolio.

8.	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 shall not be liable for any error of 
judgment or mistake of law or for any loss suffered by 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 Sub-Adviser's reckless disregard of its 
obligations and duties under this Agreement.

9.	Term of Agreement

This Agreement shall become effective May     , 1998 (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 (as defined in the 1940 Act and the rules thereunder).

10.	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, provided 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 
businesses or to render services of whatever kind or nature.

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.

If the Sub-Adviser is organized as a partnership the Sub-
Adviser agrees to notify the Manager and the Company of any 
changes in the Sub-Adviser's general partners within a reasonable 
time after such change.

12.	Use of Name

The Company may use the name "G.T. Capital Management, 
Inc.", "G.T. Capital Management", "G.T. Capital", "G.T.", "G.T. 
Global" or "G.T. Global Financial Services, Inc." 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 name 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 "G.T. Global Strategic Income 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.

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:  

				CHANCELLOR LGT ASSET MANAGEMENT 
INC.
Attest:  /s/







ANNEX B
BROKERAGE  FOR THE FISCAL YEAR ENDED 10/31/97

<TABLE>
<CAPTION>
								Aggregate	% of
								Amount of	Aggregate
								Commissions	Commissions
								Paid to		Paid to
						Total		Affiliated	Affiliated
Fund Name					Commissions	Brokers(1)(2)	Brokers
<S>						<C>		<C>		<C>
GT Global Strategic Income Portfolio		0		0		0
</TABLE>
__________
(1) Smith Barney Inc.
(2) Robinson Humphrey, Inc.


ANNEX C

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


<TABLE>
<CAPTION>
Name of Company and Fund		Annual Rate			Total Net Assets
					(Based on Average Daily	for the Most 
					Net Assets)			Recently 
									Completed Fiscal 
									Year
<S>					<C>				<C>
GT Global Variable 			0.75%				$28,496,692
Strategic Income Fund			



GT Global Variable 			0.75%				$8,251,027
Global Government Income 		
Fund


GT Global Government 		.725% on the first $500 million; 		$282,109,478
Income Fund			.70% on the next $1 billion; 
				.675% on the next $1 billion; and 
				.65% on amounts thereafter 

GT Global High Income 	.25% administration fees and its 		$365,792,411
Fund				pro rata portion of the 
				investment management and 
				administration fees paid by its 
				Portfolio 


GT Global Strategic 		.725% on the first $500 million; 		$420,623,795
Income Fund			.70% on the next $1 billion; 
				.70% on the next $1 billion; 
				.675% on the next $1 billion; and 
				.65% on amounts thereafter
</TABLE>


ANNEX D

EXECUTIVE OFFICERS OF CHANCELLOR LGT 

Set forth below is certain information regarding the executive 
officers of Chancellor LGT.

<TABLE>
<CAPTION>
Name, Position(s) with 			Principal Occupations and Business 
Chancellor LGT and Address		Experience for Past Five Years _______
<S>					<C>

Paul J. Loach, 46			Chairman of the Board of Directors of;
Chairman of the Board of 		Chancellor LGT since August 1997;
Directors				Chancellor LGT since August 1997
1166 Avenue of the Americas		Director and Managing Director of LGT 
New York, NY  10036			Asset Management PLC (London) since 
					October 1994; Group Manager and Director 
					of Framlington Group from May 1988 to 
					October 1994.

Prince Philipp von und zu 		Director of Chancellor LGT since 
Liechtenstein, 51			November 1996; Vice Chairman of 
Director				Supervisory Board of LGT Bank in 
Herrengasse 12, P.O. Box 85		Liechtenstein (Deutschland ) GmbH 
FL-9490 Vaduz, Liechtenstein		(Frankfurt) since 1992; Chairman of the 
					Board of Directors and CEO of 
					Liechtenstein Global Trust (Vaduz) since 
					1990; Vice Chairman of the Board of 
					Directors of LGT Bank in Liechtenstein 
					since 1981.

John G. Greenwood, 51			Chief Economist and Director of
Director				Chancellor LGT since November 1997;
50 California Street, 27th 		Chancellor LGT since November 1997;
Floor					Chief Economist of Chancellor LGT from
San Francisco, CA  94111		February 1994 to October 1996; Chief
					Economist of LGT Asset Management, 
					Limited (Hong Kong) from September 1974 
					to January 1994.

Nina Lesavoy, 40			Director and Head of North American
Director and Head of North		Institutional Distribution for
American Institutional 			Chancellor LGT since November 1996;
Distribution				Director and Head of Client Service and
1166 Avenue of the Americas		Sales for Chancellor LGT from March 1990
New York, NY  10036			to October 1996.

Donald H. Young, 59			Director and Head of the Structured
Director				Products Group for Chancellor LGT since
1166 Avenue of the Americas		Products Group for Chancellor LGT since
New York, NY  10036			November 1996; Director and Head of 
					Global Asset Allocation for Chancellor 
					LGT from October 1988 to October 1996.

Ken W. Chancey, 52			Products Group for Chancellor LGT since
Senior Vice President			Senior Vice President - Mutual Fund
Mutual Fund Accounting		Senior Vice President - Mutual Fund
50 California Street, 27th 		Accounting, Chancellor LGT since 1997;
Floor					Vice President - Mutual Fund Accounting,
San Francisco, CA  94111		Chancellor LGT from 1992 to 1997; Vice 
					President, Putnam Fiduciary Trust 
					Company from 1989 to 1992.

Helge K. Lee, 51			Chief Legal and Compliance Officer -
Chief Legal and Compliance		North America for Chancellor LGT since 
Officer and Secretary			October 1997; Executive Vice President
50 California Street, 27th 		of the Asset Management Division of
Floor					Liechtenstein Global Trust since October
San Francisco, CA  94111		1996; Senior Vice President, General
					Counsel and Secretary of Chancellor LGT, 
					GT Global, Inc., GT Investor Services, 
					Inc. and G.T. Insurance Agency from 
					February 1996 to October 1996; Vice 
					President, General Counsel and Secretary 
					of  LGT Asset Management, Inc., 
					Chancellor LGT, GT Global, Inc., GT 
					Investor Services, Inc. and G.T. 
					Insurance Agency from May 1994 to 
					February 1996; Senior Vice President, 
					General Counsel and Secretary of 
					Strong/Corneliuson Management, Inc. and 
					Secretary of each of the Strong Funds 
					from October 1991 through May 1994.

Margaret A. Riley, 34			Director of Chancellor LGT Venture
Chief Financial Officer			Partners, Inc. since October 1997;
1166 Avenue of the Americas		Managing Director and Chief Financial
New York, NY  10036			Officer of Chancellor LGT since October
					1997; Managing Director and Controller 
					of Chancellor LGT from November 1996 to 
					October 1997; Managing Director of 
					Finance for Chancellor LGT from March 
					1989 to October 1996.
</TABLE>


ANNEX E

FORM OF PROXY CARD

GT GLOBAL STRATEGIC INCOME PORTFOLIO 
			A SERIES OF TRAVELERS SERIES FUND INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- MAY 20, 1998
The undersigned hereby appoints Heath B. McLendon, Christina T. 
Sydor and Michael Kocur, 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 Portfolio indicated above, a series of  
Travelers Series Fund Inc., on May 20, 1998 at 2 p.m. Eastern 
time, and at any adjournment thereof, all of the shares of the 
Portfolio 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 APPROVAL OF 
THE PROPOSAL.  This proxy will serve as the voting instruction 
form by which the undersigned owner of a variable annuity or 
variable life insurance contract (each, a "Contract") instructs 
the voting of the Portfolio shares attributable to his or her 
Contract.


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" THE PROPOSAL. 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. IN THE DISCRETION OF SUCH PROXIES, UPON 
SUCH OTHER BUSINESS AS MAY PROPERLY COME 
BEFORE THE MEETING OR ANY ADJOURNMENT 
THEREOF.
  On October 31, 1996, Chancellor Capital Management, Inc.
("Chancellor Capital") merged with LGT Asset Management, Inc. (San
Francisco), and the resulting entity was renamed Chancellor LGT Asset
Management, Inc.  Prior to October 31, 1996, Ms. Lesavoy, Ms. Riley and 
Mr. Young held positions only with Chancellor Capital.