TRAVELERS SERIES FUND INC.
on behalf of the
AIM Capital Appreciation Portfolio
Supplement dated December 17, 1996 to
Prospectus dated February 28, 1996
On November 4, 1996, AIM Management Group, Inc. ("AIM") announced it had
entered into an Agreement and Plan of Merger with INVESCO PLC ("INVESCO")
pursuant to which AIM will be merged with and into INVESCO. The AIM Capital
Appreciation Portfolio's (the "Portfolio") Sub-Adviser, A I M Capital
Management, Inc. (the "Sub-Adviser"), is a wholly owned subsidiary of AIM.
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 Travelers Series
Fund Inc. (the "Fund") on behalf of the Portfolio, Travelers Investment
Adviser, 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 AIM to INVESCO.
The Fund's Board of Directors has considered and approved the Sub-Adviser's
continued role as investment Sub-Adviser to the Portfolio pursuant to a new
investment subadvisory agreement. 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. In addition, management anticipates that the key personnel
responsible for providing services to the Portfolio will remain unchanged. A
new investment subadvisory agreement will not become effective, however, until
the shareholders of the Portfolio vote to approve its terms. The Board of
Directors has also approved calling a special meeting of shareholders to
consider and approve the investment subadvisory fees under the new investment
subadvisory agreement. The meeting is scheduled to be held on February 7,
1997.
