Smith Barney Shearson Series Fund
(the "Fund")
Supplement to Prospectus dated April 29, 1994
The following information updates the disclosure found in the Fund's
Prospectus under "Management of the Fund:"
Effective April 20, 1994 Smith, Barney Advisers, Inc. ("Smith Barney
Advisers") will serve as the Fund's administrator and The Boston Company
Advisors, Inc. ("Boston Advisors") will serve as the Fund's sub-administrator.
On April 20, 1994 the Fund's Board approved a new administration agreement
with Smith Barney Advisers containing substantially the same terms and
conditions, including the level of fees, as the current agreement. Smith
Barney Advisers, among other responsibilities provides senior executive
management for the Fund and generally oversees and directs all aspects of the
Fund's administration and operation. The Board also approved a sub-
administration agreement with Boston Advisors. Boston Advisors among other
responsibilities, calculates the net asset value of the Fund's shares and
generally assists in various aspects of the Fund's administration and
operation. Under the arrangements, Boston Advisors will be paid a portion of
the amount paid by the Fund to Smith Barney Advisers at a rate as agreed upon
from time to time between Smith Barney Advisers and Boston Advisors.
_________________
May 20, 1994
g\shared\domestic\clients\shearson\funds\ssf\admin.doc
