FORM OF
DISTRIBUTION PLAN
GREENWICH STREET SERIES FUND
EQUITY INDEX PORTFOLIO

	This Distribution Plan (the "Plan") is adopted in accordance 
with rule 12b-1 (the "Rule") under the Investment Company Act of 
1940, as amended (the "1940 Act"), by Greenwich Street Series 
Fund, a business trust organized under the laws of the 
Commonwealth of Massachusetts (the "Trust"), with respect to the 
Class II shares ("Class II shares") of its Equity Index Portfolio 
(the "Fund") which are offered to life insurance companies 
(each, a "Life Company") for allocation to certain of their 
separate accounts established for the purpose of funding variable 
annuity contracts and variable annuity life policies (collectively 
referred to herein as "Variable Contracts") subject to the 
following terms and conditions:

Section 1.  Annual Fee

	(a) Distribution Fee for Class II shares. The Fund will pay 
Smith Barney Inc., for remittance to a Life Company for various 
costs incurred or paid by the Life Company in connection with the 
distribution of Class II shares, a distribution fee under the Plan 
at the annual rate of .25% of the average daily net assets of the 
Fund attributable to the Class II shares (the " Distribution 
Fee") 

	(b) Payment of Fees.  The Distribution Fee will be 
calculated daily and paid monthly by the Fund with respect to 
Class II shares at the annual rates indicated above.

Section 2.  Expenses Covered by the Plan

	Subject to the supervision of the Board of Trustees, the 
Trust may engage, directly or indirectly, in any activities 
primarily intended to result in the sale of Class II shares of the 
Fund to  With respect to expenses incurred by Class II shares of 
the Fund, the Distribution Fee may include, but not necessarily be 
limited to, the following costs; (a) costs of printing and 
distributing the Fund's prospectus, statement of additional 
information and reports to existing and prospective Variable 
Contract owners investors in the Fund; (b) costs involved in 
preparing, printing and distributing sales literature relating to 
the Fund and including materials intended for use within the Life 
Company; (c) of holding seminars and sales meetings designed to 
promote distribution of Fund shares; (d) of obtaining information 
and providing explanations to Variable Contract owners regarding 
Fund investment objectives and policies and other information 
about the Fund, including the performance of the Fund; (e) of 
training sales personnel regarding the Fund;  (f) of compensating 
sales personnel in connection with the allocation of cash values 
and premiums of the Variable Contracts to the Fund; (g) of 
personal service and/or maintenance of Variable Contract owner 
accounts with respect to Fund shares attributable ot such 
accounts; and (h) of financing any other activity that the Board 
of Trustees determines is primarily intended to result in the sale 
of shares. 		

Section 3.  Approval of Trustees

	Neither the Plan nor any related agreements will take effect 
until approved by a majority of both (a) the full Board of 
Trustees of the Trust and (b) those Trustees who are not 
interested persons of the Trust and who have no direct or indirect 
financial interest in the operation of the Plan or in any 
agreements related to it (the "Qualified Trustees"), cast in 
person at a meeting called for the purpose of voting on the Plan 
and the related agreements.

Section 4.  Continuance of the Plan

	The Plan shall become effective as of the later of (i) the 
date on which an amendment to the Registration Statement on Form 
N-1A with respect to the Class II shares becomes effective under 
the Securities Act of 1933, as amended, or (ii) the date on which 
the Fund commences offering the Class II shares to the public and 
shall continue in effect with respect to the Shares (subject to 
Section 5 hereof) until one year from the date of such 
effectiveness. The Plan will continue in effect subsequent to the 
initial term for as long as such continuance is specifically 
approved at least annually by the Trustees of the Trust and by a 
majority of the Qualified Trustees.

Section 5.  Termination

	The Plan may not be terminated at any time with respect to 
Class II shares (i) by the Trust without the payment of any 
penalty, by the vote of a majority of the outstanding voting 
securities consisting of Class II shares or (ii) by a vote of the 
Qualified Trustees.  

Section 6.  Amendments

	The Plan may not be amended with respect to Class II shares 
so as to increase materially the amounts of the Fee described in 
Section 1 above, unless the amendment is approved by a vote of the 
holders of at least a majority of the outstanding voting 
securities consisting of Class II shares.  No material amendment 
to the Plan may be made unless approved by the Trust's Board of 
Trustees in the manner described in Section 3 above.

Section 7.  Selection of Certain Trustees

	While the Plan is in effect, the selection and nomination of 
the Fund's Trustees who are not interested persons of the Trust 
will be committed to the discretion of the Trustees then in office 
who are not interested persons of the Trust.

Section 8.  Written Reports

	In each year during which the Plan remains in effect, a 
person authorized to direct the disposition of monies paid or 
payable by the Fund pursuant to the Plan or any related agreement 
will prepare and furnish to the Board of Trustees and the Board 
will review, at least quarterly, written reports complying with 
the requirements of the Rule, which sets out the amounts expended 
under the Plan and the purposes for which those expenditures were 
made.

Section 9.  Preservation of Materials

	The Fund will preserve copies of the Plan, any agreement 
relating to the Plan and any report made pursuant to Section 8 
above, for a period of not less than six years (the first two 
years in an easily accessible place) from the date of the Plan, 
agreement or report.


Section 10.  Meanings of Certain Terms

	As used in the Plan, the terms "interested person" and 
"majority of the outstanding voting securities" will be deemed to 
have the same meaning that those terms have under the 1940 Act by 
the Securities and Exchange Commission.


Section 11.  Limitation of Liability 

	It is expressly agreed that the obligations of the Fund 
hereunder shall not be binding upon 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, as provided in the 
Master Trust Agreement of the Fund.  The execution and delivery of 
this Plan has 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 be deemed to have made by any of them individually or 
to impose any liability on any of them personally, but shall bind 
only the trust property or the Fund as provided in its Master 
Trust Agreement.

	IN WITNESS WHEREOF, the Fund execute the Plan as of October 
15, 1998.

GREENWICH STREET SERIES FUND on 
behalf of the EQUITY INDEX PORTFOLIO
					

					By:                   			
		
					      Heath B. McLendon
					      Chairman of the Board