GREENWICH STREET SERIES FUND  

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 
brokers 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 the non-exclusive 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 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 the 
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 for any Series; (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 such 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 and 
supplemented, includes 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 reasonable 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 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 any 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.  
Any payments to any provider of services to you shall be governed 
by a separate agreement between you and such service provider. 



	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 with or without cause, 
without penalty, on 60 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 the persons employed by you 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, 
provided, however, that in conducting such business or rendering 
such services your employees and affiliates would take reasonable 
steps to assure that the other parties involved are put on notice 
as to the legal entity with which they are dealing.  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 
without giving effect to its conflict of interest principles.

	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,

GREENWICH STREET 
SERIES FUND


						By:  
_____________________
						       Authorized 
Officer

Accepted:

CFBDS, INC.


By:  __________________________
       Authorized Officer

g:\legal\general\forms\agreemts\dist12b1\distrib

	EXHIBIT A





Greenwich Street Series Fund

	Appreciation Portfolio 
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
	Equity Income Portfolio
	Equity Index Portfolio	
	Growth & Income Portfolio
	Intermediate High Grade Portfolio
	International Equity Portfolio
	Money Market Portfolio
	Total Return Portfolio

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