SMITH BARNEY SERIES FUND -
EMERGING GROWTH PORTFOLIO
Supplement to Prospectus dated April 29, 1996
Van Kampen American Capital Asset Management, Inc., the investment
adviser of the Emerging Growth Portfolio, is an indirect subsidiary of Morgan
Stanley Group Inc. On February 5, 1997, Morgan Stanley Group Inc. and Dean
Witter, Discover & Co. announced that they had entered into an Agreement and
Plan of Merger to form Morgan Stanley, Dean Witter, Discover & Co. Subject to
certain conditions being met, it is currently anticipated that the transaction
will close in mid-1997. Thereafter, Van Kampen American Capital Asset
Management, Inc. will be an indirect subsidiary of Morgan Stanley, Dean
Witter, Discover & Co.
Dean Witter, Discover & Co. is a financial services company with three
major businesses: full service brokerage, credit services and asset
management.
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Dated: February 20, 1997
FD
