FORM OF MANAGEMENT AGREEMENT

(TO BE USED WITHOUT SUBADVISORY AGREEMENT)

TRAVELERS SERIES FUND INC.

(Smith Barney Large Capitalization Growth Portfolio)


	December    , 1997


SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.
388 Greenwich Street
New York, New York 10013


Dear Sirs:

	Travelers Series Fund Inc. (the "Company"), a corporation 
organized under the laws of the State of Maryland, on behalf of 
the Smith Barney Large Capitalization Growth Portfolio (the 
"Portfolio"), confirms its agreement with Smith Barney Mutual 
Funds Management Inc. (the "Manager"), 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 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 Manager.  The Company agrees promptly to provide 
copies of all amendments to the Prospectus and the Statement to 
the Manager on an on-going basis.  The Company desires to employ 
and hereby appoints the Manager to act as manager of the 
Portfolio.  The Manager accepts the appointment and agrees to 
furnish the services for the compensation set forth below.

	2.	Services as Investment Manager

	Subject to the supervision, direction and approval of the 
Board of the Company, the Manager shall (a) maintain compliance 
procedures for the Portfolio that it reasonably believes are 
adequate to ensure the Portfolio's compliance with (i) the 
Investment Company Act of 1940, as amended (the "1940 Act") and 
the rules and regulations promulgated thereunder and (ii) the 
Portfolio's investment objective(s), policies and restrictions 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; (d) employ 
professional portfolio managers and securities analysts who 
provide research services to the Portfolio; and (e) administer the 
Portfolio's corporate affairs and, in connection therewith, 
furnish the Portfolio with office facilities and with clerical, 
bookkeeping and recordkeeping services at such office facilities. 
 In providing those services, the Manager will conduct a continual 
program of investment, evaluation and, if appropriate, sale and 
reinvestment of the Portfolio's assets.


	3.	Brokerage

	In selecting brokers or dealers (including, if permitted by 
applicable law, Smith Barney Shearson Inc.) to execute 
transactions on behalf of the Portfolio, the Manager will seek the 
best overall terms available.  In assessing the best overall terms 
available for any transaction, the Manager 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 Manager 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 Manager or its affiliates exercise 
investment discretion.  Nothing in this paragraph shall be deemed 
to prohibit the Manager 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 Manager 
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 
Manager or its affiliates exercise investment discretion. 

	4.	Information Provided to the Company

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

	5.	Standard of Care

	The Manager shall exercise its best judgment and shall act 
in good faith in rendering the services listed in paragraphs 2 and 
3 above.  The Manager shall not be liable for any error of 
judgment or mistake of law or for any loss suffered by the Company 
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 Manager against any liability to the 
Company or the shareholders of the Portfolio to which the Manager 
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 Manager's reckless disregard of its 
obligations and duties under this Agreement.

	6.	Compensation

	In consideration of the services rendered pursuant to this 
Agreement, the Portfolio will pay the Manager an annual fee 
calculated at the rate of 0.75% of the Portfolio's average daily 
net assets; the fee is calculated daily and paid monthly.  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 Manager, 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. 

	7.	Expenses

	The Manager 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 
shall bear certain other expenses to be incurred in its operation, 
including, but not limited to investment advisory, any sub-
advisory and any administration fees; fees for necessary 
professional and brokerage services; 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 
Manager hereunder on behalf of the Portfolio are borne by the 
Company.

	8.	Reduction of Fee

	If in any fiscal year the aggregate expenses of the 
Portfolio (including fees pursuant to this Agreement and the 
Portfolio's administration agreements, if any, but excluding 
interest, taxes, brokerage and extraordinary expenses) exceed the 
expense limitation of any state having jurisdiction over the 
Portfolio, the Manager shall reduce its fee to the Portfolio 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 investment management, advice and administration in 
that year, to the extent required by state law.  A fee reduction 
pursuant to this paragraph 8, 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.

	9.	Services to Other Companies or Accounts

	The Company understands that the Manager 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, and the Company 
has no objection to the Manager's so acting, provided that 
whenever the Portfolio and one or more other investment companies 
or accounts managed or advised by the Manager 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 Portfolio recognizes that in 
some cases this procedure may adversely affect the size of the 
position obtainable for the Portfolio.  In addition, the Portfolio 
understands that the persons employed by the Manager to assist in 
the performance of the Manager'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 Manager or any affiliate of the Manager to engage in and 
devote time and attention to other businesses or to render 
services of whatever kind or nature.

	10.	Term of Agreement

	This Agreement shall become effective December ___, 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 Manager.  This Agreement 
will also terminate automatically in the event of its assignment 
(as defined in the 1940 Act and the rules thereunder).

	11.	Representation by the Company

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

	If the foregoing is in accordance with your understanding, 
kindly indicate your acceptance of this Agreement by signing and 
returning the enclosed copy of this Agreement.


						Very truly yours,

						TRAVELERS SERIES FUND INC.




						By:                           
                         
						Name:
						Title:


Accepted:

SMITH BARNEY MUTUAL FUNDS MANAGEMENT INC.




By:                                                   
Name:
Title:
 



 

 




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