TRAVELERS SERIES FUND INC.
on behalf of the
Van Kampen American Capital Enterprise Portfolio
Supplement dated February 28, 1997 to
Prospectus dated February 28, 1997
Van Kampen American Capital Asset Management, Inc. (the Sub-Adviser),
is a wholly owned subsidiary of Morgan Stanley Group Inc. (Morgan Stanley).
On February 5, 1997, Morgan Stanley 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. (Morgan Stanley Dean Witter). Dean
Witter, Discover & Co. is a financial services company with three major
businesses: full brokerage, credit services and asset management.
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, Smith Barney Mutual Funds
Management Inc. (the Manager) and the Sub-Adviser. Under its terms, the
Portfolios current investment subadvisory agreement will automatically
terminate upon the transfer of control of the Sub-Adviser from Morgan Stanley
to Morgan Stanley Dean Witter. Management of the Fund currently anticipates
that the Board of Directors will consider and approve the Sub-Advisers
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.
Subject to a number of conditions being met, it is currently anticipated
that a closing will occur on or about June 25, 1997. Thereafter, the Sub-
Adviser will be an indirect subsidiary of Morgan Stanley Dean Witter.
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