EMERGING GROWTH PORTFOLIO,
a sub-trust of Smith Barney Series Fund
Supplement to Prospectus dated April 29, 1994
The following information updates the disclosure found in the
Prospectus for Smith Barney Series Fund (the "Fund") under "Management"
with respect to the Emerging Growth Portfolio (the "Portfolio") only:
On December 21, 1994, the shareholders of the Portfolio approved a
new investment advisory agreement with America Capital Management, Inc.
("American Capital") with substantially the same terms and conditions,
including fees, as the previous investment advisory agreement of the Fund
with American Capital. It was necessary to approve a new agreement
because, under its terms, the previous investment advisory agreement
automatically terminated upon the transfer of control of American Capital
from The Travelers Inc. ("Travelers") to The Van Kampen Merritt Companies,
Inc. This transfer of control occurred on December 21, 1994.
___________________________________
Dated: December 21, 1994
SHARED DOMESTIC CLIENTS SHEARSON FUNDS ssf sticker2.doc
