VARIABLE ANNUITY PORTFOLIOS /
497, 1999-01-22
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                                   Rule 497(e) File Nos. 333-15119 and 811-07893

        SUPPLEMENT DATED JANUARY 22, 1999 TO PROSPECTUS DATED MAY 1, 1998

                                     FOR
        CITISELECT(R) VIP FOLIO 200         CITISELECT(R) VIP FOLIO 400
        CITISELECT(R) VIP FOLIO 300         CITISELECT(R) VIP FOLIO 500

Beginning January 22, 1999 Mutual Management Corp. (MMC) will manage the large
cap value securities of each of the Funds. MMC is a wholly-owned subsidiary of
Smith Barney Holdings Inc., which in turn is a wholly-owned subsidiary of
Citigroup Inc. MMC's address is 388 Greenwich Street, New York, New York
10013.

MMC will receive fees at the annual rates equal to the percentages specified
below of the aggregate assets managed by MMC:

    0.65% on first $10 million
    0.50% on next $10 million
    0.40% on next $10 million
    0.30% on assets in excess of $30 million

Frances A. Root will manage the large cap value securities of each of the
Funds that are allocated to MMC. Ms. Root is a Director of MMC and a Senior
Portfolio Manager. She joined Smith Barney Capital Management in 1992.
Formerly, she was with Shearson Lehman Advisors as a Vice President and
Portfolio Manager for seven years; and prior to that, with E.F. Hutton &
Company, Inc. She is a Chartered Financial Analyst and a member of The New
York Society of Security Analysts. Ms. Root holds a BA degree from Sweet Briar
College.

The first and third and sixth paragraphs in the "Management -- Investment
Manager" section beginning on page 11 are deleted and replaced with the
following:

    The CitiSelect Portfolios draw on the strength and experience of Citibank,
    Citibank is the investment manager of each Fund, and subject to policies
    set by the Funds' Trustees, Citibank makes investment decisions. Citibank,
    with headquarters at 153 East 53rd Street, New York, New York, has been
    managing money since 1822. With its affiliates, it currently manages more
    than $290 billion in assets worldwide. Citibank is a wholly-owned
    subsidiary of Citicorp, which is, in turn, a wholly-owned subsidiary of
    Citigroup Inc. Citigroup Inc. was formed as a result of the merger of
    Citicorp and Travelers Group, Inc., which was completed on October 8,
    1998. "CitiSelect" is a registered trademark of Citicorp.

    Richard Goldman, a Vice President of Citibank, has been the overall
    portfolio manager of the Funds since January, 1999 and is responsible for
    determining asset allocations, supervising and monitoring the performance
    of the Citibank personnel described below who are responsible for the
    Funds' securities, and supervising and monitoring the performance of the
    subadvisers. Mr. Goldman's investment experience is discussed below.

    SMALL CAPITALIZATION GROWTH SECURITIES

    Marguerite Wagner, Vice President and Senior Portfolio Manager, has been
    responsible for the daily management of the Funds' small cap growth
    securities since January, 1999. Ms. Wagner joined Citibank in 1985. Since
    1995, she has had portfolio management and research analyst responsibility
    for private equity managed accounts. From 1992 to 1994, Ms. Wagner was a
    member of the small capitalization equity management group of Citibank
    Global Asset Management. Prior to 1992, she managed portfolios for the
    Private Banking Group of Citibank.

       SUPPLEMENT DATED JANUARY 4, 1999 TO PROSPECTUS DATED MAY 1, 1998
                                     FOR
                  CITIFUNDSSM SMALL CAP GROWTH VIP PORTFOLIO

The third paragraph appearing in the "Management -- Investment Manager"
section on page 7 is deleted and replaced with the following:

    Marguerite Wagner, Vice President and Senior Portfolio Manager, has been
    portfolio manager since January, 1999. Ms. Wagner joined Citibank in 1985.
    Since 1995, she has had portfolio management and research analyst
    responsibility for private equity managed accounts. From 1992 to 1994, Ms.
    Wagner was a member of the small capitalization equity management group of
    Citibank Global Asset Management. Prior to 1992, she managed portfolios
    for the Private Banking Group of Citibank.



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