SMITH BARNEY/TRAVELERS SERIES FUND INC.
on behalf of the Van Kampen American Capital Enterprise Portfolio
Supplement dated July 15, 1996 to
Prospectus dated February 28, 1996
On June 24, 1996, VK/AC Holding, Inc. ("VK/AC") announced it had entered
into an Agreement and Plan of Merger among Morgan Stanley Group Inc. ("Morgan
Stanley"), MSAM Holdings II, Inc. ("MSAM Holdings") and MSAM Acquisition Inc.
("MSAM Acquisition") pursuant to which MSAM Acquisition will be merged with
and into VK/AC and VK/AC will be the surviving corporation. Van Kampen
American Capital, Inc. ("Van Kampen") is a wholly owned subsidiary of VK/AC.
The Van Kampen American Capital Enterprise Portfolio's (the "Portfolio") Sub-
Adviser, Van Kampen American Capital Asset Management, Inc. (the "Sub-
Adviser"), is a wholly owned subsidiary of Van Kampen.
The proposed transaction may be deemed to cause an assignment, within
the meaning of the Investment Company Act of 1940 and the Investment Advisers
Act of 1940, of the investment subadvisory agreement between Smith
Barney/Travelers Series Fund Inc. (the "Fund") on behalf of the Portfolio,
Smith Barney Mutual Funds Management Inc. (the "Manager") and the Sub-Adviser.
Under its terms, the Portfolio's current investment subadvisory agreement will
automatically terminate upon the transfer of control of the Sub-Adviser from
VK/AC to Morgan Stanley. Management of the Fund currently anticipates that the
Board of Directors will consider and approve the Sub-Adviser's continued role
as investment Sub-Adviser to the Portfolio. The terms, including the
investment subadvisory fee, of the new investment subadvisory agreement are
the same in all material respects as those of the current investment
subadvisory agreement. A new investment subadvisory agreement will not become
effective, however, until the shareholders of the Portfolio vote to approve
its terms. Management will recommend to the Board of Directors that a special
meeting of shareholders be called to consider and approve the investment
subadvisory fees under the new investment subadvisory agreement.
MSAM Acquisition is a wholly owned subsidiary of MSAM Holdings which in
turn, is a wholly owned subsidiary of Morgan Stanley. Subject to a number of
conditions being met, it is currently anticipated that a closing will occur on
or about November 29, 1996. Thereafter, VK/AC and its affiliated entities
shall be part of Morgan Stanley.
