SHEARSON SERIES FUND
497, 1994-11-17
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	SMITH BARNEY SERIES FUND
	(the "Fund")
	Supplement to Prospectus 
	Dated April 29, 1994



To further effect the consolidation of the Smith Barney mutual fund 
complexes, on October 14, 1994, the word Shearson was dropped from the 
name of the Fund.

The following information modifies the disclosure found in the Fund's 
Prospectus under Buying Shares:

	You cannot buy shares of the Fund directly.  You can invest by buying 
an Annuity from IDS Life, IDS Life of New York, The Guardian or an 
affiliate of The Travelers, Inc. (the Travelers).  You can direct the 
allocation of part or all of your net purchase payment to one or more of 
the subaccounts of the Annuity offered by IDS Life, IDS Life of New York, 
The Guardian or an affiliate of Travelers (the Variable Account).  All 
references in this Prospectus to IDS Life or IDS Life of New York include 
The Guardian and any affiliate of Travelers then offering investment in the 
Fund through an Annuity.

The following information modifies the disclosure found in the Fund's 
Prospectus under How to Use the Fund:

	Investing in the Fund  Shares of the Fund are currently offered to 
Variable Accounts to fund annuity products issued by IDS Life, IDS Life of 
New York, The Guardian and/or an affiliate of Travelers. 

The following information updates the disclosure found in the Funds 
Prospectus under Portfolio Management -- The Appreciation Portfolio:

	After 15 years, Harold L. Williamson Jr. has decided to retire from 
his position with the Fund as Vice President and Investment Officer, 
responsible with Hersh Cohen for the day-to-day management of the 
Portfolio. Mr. Williamson, who has been with Smith Barney, Inc. and its 
predecessor companies for 48 years, will continue in an advisory role at 
Asset Management. Mr. Cohen will continue to be fully committed to the 
investment management of the Portfolio. 



The following information updates the disclosure found in the Fund's 
Prospectus under Management with respect to the Emerging Growth Portfolio 
only:

	On October 19, 1994, the Board of Trustees were apprised that The Van 
Kampen Merritt Companies, Inc. (Van Kampen) had entered into an agreement 
with The Travelers, Inc. (Travelers) to acquire American Capital 
Management & Research, Inc., the parent company of American Capital Asset 
Management, Inc., the investment adviser (the Adviser) of the Emerging 
Growth Portfolio of the Fund (the Portfolio).  Subject to certain 
conditions, the closing of the acquisition is expected to occur in December 
of 1994.  

	Under its terms, the Portfolio's current investment advisory 
agreement will automatically terminate upon the transfer of control of the 
Adviser from Travelers to Van Kampen.  On October 19th, the Board of 
Trustees considered and approved the Adviser's continued role as investment 
adviser to the Portfolio upon the sale of American Capital Management & 
Research, Inc. to Van Kampen.  A new investment advisory agreement will not 
become effective, however, until the shareholders of the Portfolio vote to 
approve its terms.  A shareholder meeting to approve a new investment 
advisory agreement with substantially the same terms and conditions as the 
Portfolio's current investment advisory agreement is scheduled for December 
20, 1994.

November 14, 1994


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