THE TRAVELERS SERIES TRUST
                          __________________________
                                AMENDMENT NO. 2
                                      TO
                      AGREEMENT AND DECLARATION OF TRUST

   The undersigned, being a majority of the Trustees of The Travelers Series
Trust (the "Trust"), created and existing under an Agreement and Declaration of
Trust dated October 11, 1991, as amended on May 28, 1993 (the "Declaration of
Trust"), a copy of which is on file in the office of the Secretary of the
Commonwealth of Massachusetts, do hereby consent to and adopt the following
amendment to the Declaration of Trust, such amendment having been duly
authorized by a vote of a majority of the Trustees of the Trust:

   Section 1 of Article III of the Declaration of Trust shall be and is hereby
amended and restated in its entirety as follows:

   Shares of Beneficial Interest. The beneficial interest in the Trust shall
   _____________________________
   at all times be divided into an unlimited number of transferable Shares,
   $.001 par value, and of one class, but the Trustees shall have the authority
   from time to time, by appropriate action of the Trustees, without the
   requirement of Shareholder approval to divide the class of Shares into two
   or more Series of Shares as they deem necessary or desirable. The Trustees
   may from time to time divide or combine the Shares into a greater or lesser
   number without thereby changing the proportional beneficial interests in the
   Trust.

   Any additional Series of Shares created hereunder shall represent the
   beneficial interest in the assets (and related liabilities) allocated by the
   Trustees to such Series of Shares and acquired by the Trust only after
   creation of the respective Series of Shares and only on account of such
   Series. Upon creation of each Series of Shares, the Trustees may designate
   it appropriately and determine the investment policies with respect to the
   assets allocated to such Series of Shares, redemption rights, dividend
   policies, conversion rights, liquidation rights, voting rights, and such
   other rights and restrictions as the Trustees deem appropriate, to the
   extent not inconsistent with the provisions of this Declaration of Trust.

   The foregoing Amendment shall become effective upon the filing of an
original executed copy of this instrument with the Secretary of the
Commonwealth of Massachusetts.



   IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for our
successors and assigns on the 27th day of June, 2005.


/s/ Jay Gerken                        /s/ Frances M. Hawk
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Jay Gerken                            Frances M. Hawk

/s/ Robert E. McGill, III             /s/ Lewis Mandell
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Robert E. McGill, III                 Lewis Mandell