SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of
Commission Only (as permitted
byRule 14a-6(3) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

WRL SERIES FUND, INC.
________________________________________________
(Name of Registrant as Specified in Its Charter)

_________________________________________________________________________
(Name of Persons(s) filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

___________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:

___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:

___________________________________________________________________________
(5) Total fee paid:

___________________________________________________________________________

[ ] Fee paid previously with preliminary materials.

_______________________________________________________________________________

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

___________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:

___________________________________________________________________________
(3) Filing Party:

___________________________________________________________________________
(4) Date Ffiled:

___________________________________________________________________________

WRL SERIES FUND, INC.
MONEY MARKET PORTFOLIO
201 Highland Avenue
Largo, Florida 34640

NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 21, 1996

TO THE SHAREHOLDERS:

A special meeting of the shareholders of the Money Market Portfolio
("Portfolio") of the WRL Series Fund, Inc. (the "Fund"), will be held on
Wednesday, February 21, 1996, at 10:00 a.m., at 201 Highland Avenue, Largo,
Florida 34640, or any adjournment thereof, for the following purposes:

(1) To approve a new Sub-Advisory Agreement between Western Reserve Life
Assurance Co. of Ohio ("Western Reserve") and J.P. Morgan Investment Management
Inc. ("J.P. Morgan Investment") with respect to the Portfolio;

(2) To amend the Portfolio's fundamental investment restriction regarding
investment of the Portfolio's assets in any particular industry;

(3) To amend and combine the Portfolio's fundamental investment restriction
regarding commodities, and options and other derivative instruments and the
Portfolio's fundamental investment restriction regarding investments of the
Portfolio's assets in real estate or interest in real estate; and

(4) To transact such other business as may properly come before the meeting
or any adjournment thereof.

You are entitled to vote at the meeting and any adjournments thereof if you
owned Portfolio shares at the close of business on December 22, 1995. If you
attend the meeting, you may vote your shares in person. If you do not expect to
attend the meeting, please complete, date, sign and return the enclosed proxy in
the enclosed postage paid envelope.

By Order of the Board of Directors,

Thomas E. Pierpan
Vice President and Assistant Secretary

January 5, 1996

WRL SERIES FUND, INC.
MONEY MARKET PORTFOLIO
201 Highland Avenue
Largo, Florida 34640

------------------------

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
FEBRUARY 21, 1996

------------------------

This document is a proxy statement for the Money Market Portfolio
("Portfolio") of the WRL Series Fund, Inc. (the "Fund"), a series mutual fund
consisting of several series or separate investment portfolios. This proxy
statement is furnished in connection with the solicitation of proxies by the
Board of Directors of the Fund, on behalf of the Portfolio, to be used at the
Fund's Special Meeting of Shareholders of the Portfolio ("Meeting"). The Meeting
will be held on Wednesday, February 21, 1996, at 10:00 a.m. Eastern Time, at 201
Highland Avenue, Largo, Florida 34640, for the purposes set forth in the Notice
of the Meeting.

The proxies named in the shareholder proxy card will vote in accordance
with the directions as indicated thereon by Western Reserve if your voting
instruction form is received properly executed. If you properly execute your
voting instruction form and give no voting instruction, your shares will be
voted FOR all the proposals set forth herein. Abstentions will be counted as
present for purposes of determining a quorum, but will not be counted as voting
with respect to those proposals from which Policyowners abstain. Voting
instructions may be revoked at any time prior to their exercise by execution of
a subsequent voting instruction form, by written notice to the Secretary of the
Fund or by voting in person at the Meeting.

A majority of the shares of stock outstanding on December 22, 1995,
represented in person or by proxy, of the Fund must be present for the
transaction of business at the Meeting. In the event that a quorum is present at
the Meeting but sufficient votes to approve proposals are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. A shareholder vote may be taken on the proposals in this
proxy statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.

The costs of the Meeting, including the solicitation of proxies, will be
paid by the Portfolio. The principal solicitation of proxies will be by the
mailing of this proxy statement on or about January 5, 1996, but proxies may
also be solicited by telephone and/or in person by representatives of the Fund
and regular employees of Western Reserve or its affiliate(s). Such
representatives and employees will not receive additional compensation for
solicitation activities.

Each full share outstanding is entitled to one vote and each fractional
share outstanding is entitled to a proportionate share of one vote. As of the
Record Date, December 22, 1995, the Fund had outstanding_____shares of the Money
Market Portfolio (representing a cash value of $ _____________ ), all of which
are owned of record by the WRL Series Life Account or the WRL Series Annuity
Account of Western Reserve, by Western Reserve directly, or by Pooled Account
No. 27 of AUSA Life Insurance Company, Inc., ("AUSA"), an affiliate of Western
Reserve. These Accounts and Western Reserve shall vote the shares at the Meeting
in accordance with the instructions received from the holders of individual life
insurance policies and individual and group variable annuity contracts
(collectively, "Policies" owned by the "Policyowners") whose benefits thereunder
are funded through those Accounts. (Holders of qualified group variable
contracts may seek voting instructions from individual qualified plan
participants if required under the terms of the qualified plan pursuant to which
such group variable contract is held.)

POLICYOWNERS' RIGHT TO INSTRUCT WESTERN RESERVE

The Fund has agreed to solicit instructions from the Policyowners, upon
which instructions Western Reserve and AUSA will vote the shares of the
Portfolio at the Meeting on February 21, 1996, and any adjournment thereof. The
Fund will mail to each Policyowner of record as of December 22, 1995, a copy of
this proxy statement. The number of Fund shares in the Portfolio for which a
Policyowner may give instructions is determined as follows: for each Policy the
number of votes in the Portfolio will be determined by dividing the amount of
the Policy's cash value (the contract value, in the case of a variable annuity
contract), attributable to the Portfolio by $100. Fractional shares will be
counted. Based upon the cash value attributable to the Portfolio as of December
22, 1995, Policyowners are entitled to an aggregate of ________ votes with
respect to the Portfolio.

All shares for which Western Reserve and AUSA receive properly executed
instructions, which are not subsequently revoked prior to the Meeting, will be
voted at the Meeting in accordance with such instructions. Western Reserve and
AUSA will vote the shares of the Portfolio as to which no timely instructions
are received, and any shares owned exclusively by Western Reserve, in proportion
to the voting instructions which are received with respect to all Policies
participating in the Fund. Voting instructions to abstain on the item to be
voted upon will be applied on a pro rata basis to reduce the votes eligible to
be cast.

To the knowledge of the Fund, no person has the right to instruct Western
Reserve or AUSA with respect to 5% or more of the shares of the Portfolio.
However, the proportionate voting policy will result in certain Policyowners'
instructions affecting the vote of 5% or more of total outstanding shares. These
particular Policyowners and the percentage of votes which their instruction may
affect will depend upon which Policyowners provide instructions and which
Policyowners do not.

PROPOSAL 1

APPROVAL OF NEW SUB-ADVISORY AGREEMENT WITH J.P. MORGAN INVESTMENT
MANAGEMENT INC. FOR THE MONEY MARKET PORTFOLIO

The Policyowners of the Portfolio will be asked at the Meeting to approve a
new Sub-Advisory Agreement (for purposes of this Proposal, "New Sub-Advisory
Agreement") between Western Reserve and J.P. Morgan Investment with respect to
the Portfolio. The New Sub-Advisory Agreement was approved by the Board of
Directors, including a majority of the Directors who are not parties to the
Current Investment Advisory Agreement, New Sub-Advisory Agreement or the Present
Sub-Advisory Agreement or interested persons of such parties ("independent
directors"), at a meeting held on December 4, 1995. Western Reserve, as
Investment Adviser to the Portfolio, had recommended to the Board of Directors
that the Fund retain J.P. Morgan Investment to serve as the new Sub-Adviser for
the Portfolio. The New Sub-Advisory Agreement is attached as Exhibit A.

Janus Capital Corporation ("Janus Capital"), located at 100 Fillmore
Street, Denver, Colorado 80206, currently serves as Sub-Adviser for the
Portfolio and has done so since the commencement of the Portfolio's operations
in October, 1986, pursuant to a Sub-Advisory Agreement (for purposes of this
Proposal, "Present Sub-Advisory Agreement") between Western Reserve and Janus
Capital with respect to the Portfolio. [Janus Capital has indicated that, in
light of the Board's recommendation, it intends to resign its position as
Sub-Adviser of the Portfolio, effective not later than April 30, 1996.]

The New Sub-Advisory Agreement as approved by the Board of Directors is now
being submitted for approval by the Policyowners of the Portfolio. If it is
approved by a Majority Vote of the outstanding units of the Portfolio, it will
continue in effect for an initial term ending April 22, 1998, and will continue
from year to year thereafter, subject to approval annually by the Board of
Directors or by a Majority Vote of the outstanding shares of the Portfolio, and
also, in either event, approval by a majority of the independent directors who
are not parties to the New Sub-Advisory Agreement or interested persons of any
such party at a meeting called for the purpose of voting on such approval.
"Majority Vote" for this purpose, and under the Investment Company Act of 1940,

as amended (the "1940 Act"), means the lesser of (i) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares of the
Portfolio are represented or (ii) more than 50% of the outstanding shares of the
Portfolio. If the Policyowners of the Portfolio should fail to approve the New
Sub-Advisory Agreement, the Board of Directors shall consider appropriate action
with respect to such non-approval of the New Sub-Advisory Agreement, including,
but not limited to, retention of Janus Capital as Sub-Adviser to the Portfolio.

CURRENT INVESTMENT ADVISORY AGREEMENT

Western Reserve, a life insurance company located at 201 Highland Avenue,
Largo, Florida 34640, serves as the Portfolio's Investment Adviser. The
Investment Adviser is a wholly-owned subsidiary of First AUSA Life Insurance
Company, a stock life insurance company which is wholly-owned by AEGON USA, Inc.
("AEGON"). AEGON is a financial services holding company whose primary emphasis
is on life and health insurance and annuity and investment products. AEGON is a
wholly-owned indirect subsidiary of AEGON nv, a Netherlands corporation, which
is a publicly-traded international insurance group.

Pursuant to the existing Investment Advisory Agreement between Western
Reserve and the Fund, dated February 26, 1991 ("Current Investment Advisory
Agreement"), and subject to the supervision and direction of the Fund's Board of
Directors, the Investment Adviser is responsible for managing the Portfolio in
accordance with the Portfolio's stated investment objective and policies and
performing additional management and administrative services. As compensation
for its services to the Portfolio, the Investment Adviser presently receives
monthly compensation at the annual rate of 0.50% of the average daily net assets
of the Portfolio. At its meeting on December 4, 1995, the Board of Directors
approved a resolution which, contingent upon the approval of this Proposal at
the Meeting, will, effective May 1, 1996, reduce the annual compensation paid to
the Investment Adviser pursuant to the Current Investment Advisory Agreement
from 0.50% to 0.40%.

The Investment Adviser is responsible for providing investment advisory
services and, in addition to expenses that Western Reserve may incur in
performing its services under the Current Investment Advisory Agreement, pays
the compensation, fees, and related expenses of all Directors of the Fund who
are affiliated persons of Western Reserve or any of its subsidiaries. The
Portfolio pays all other expenses incurred in its operation, including general
administrative expenses. Accounting services are provided for the Portfolio by
the Investment Adviser. Pursuant to an expense limitation voluntarily adopted by
Western Reserve, Western Reserve has undertaken, until at least April 30, 1996,
to pay expenses on behalf of the Portfolio to the extent normal operating
expenses (including investment advisory fees, but excluding interest, taxes,
brokerage fees, commissions and extraordinary charges) exceed 0.70% of the
Portfolio's average daily net assets.

Other than the reduction in annual compensation to the Investment Adviser
noted above, approval of the New Sub-Advisory Agreement by Policyowners will
have no effect on the Current Investment Advisory Agreement between Western
Reserve, which is not affiliated with Janus Capital or J.P. Morgan Investment,
and the Fund. Western Reserve will continue to serve as Investment Adviser to
the Portfolio pursuant to the Current Investment Advisory Agreement between the
Fund and Western Reserve.

PRESENT SUB-ADVISORY AGREEMENT

Pursuant to the Present Sub-Advisory Agreement for the Portfolio, which is
dated February 26, 1991, the Fund's Investment Adviser, Western Reserve,
contracts with Janus Capital for sub-advisory services. The Present Sub-Advisory
Agreement for the Portfolio was initially approved by the Fund's Directors at a
special meeting held for such purpose on December 30, 1990, and was most
recently approved at a meeting held for such purpose by the Board of Directors,
including a majority of the independent directors, on March 6, 1995. The Present
Sub-Advisory Agreement for the Portfolio was approved by Policyowners at a
special shareholders meeting held for such purpose on January 22, 1991.

Pursuant to the Present Sub-Advisory Agreement, Janus Capital provides
investment advisory assistance and portfolio management advice to the Investment
Adviser for the Portfolio. Subject to review and supervision

by the Investment Adviser and the Board of Directors of the Fund, Janus Capital
is responsible for the actual management of the Portfolio and for making
decisions to buy, sell or hold any particular security, and places orders to buy
or sell securities on behalf of the Portfolio. Janus Capital bears expenses in
connection with the performance of its services, such as compensating and
furnishing office space for its officers and employees connected with investment
and economic research, trading and investment management of the Portfolio.

Thomas H. Bailey is the President of Janus Capital. Kansas City Southern
Industries, Inc., located at 114 West 11th Street, Kansas City, Missouri 64105,
owns 83% of Janus Capital.

For its services as Sub-Adviser, Janus Capital is paid compensation from
the Investment Adviser at the annual rate of 0.25% of the Portfolio's average
daily net assets. For the fiscal year ended December 31, 1994, Janus Capital
received sub-advisory fees in the amount of $175,899. For the fiscal year ended
December 31, 1995, Janus Capital received approximately $212,000 in sub-advisory
fees.

Janus Capital is also responsible for selecting the broker-dealers who
execute the portfolio transactions for the Portfolio. Janus Capital may
occasionally place portfolio business with the affiliated brokers of the
Investment Adviser or Janus Capital. In placing portfolio business with all
dealers, Janus Capital seeks best execution of each transaction and all
brokerage placement must be consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. Janus Capital is authorized to
pay higher commissions to brokerage firms that provide it with investment and
research information than to firms which do not provide such services, if Janus
Capital determines that such commissions are reasonable in relation to the
overall services provided and Janus Capital receives best execution. The
information received may be used by Janus Capital in managing the assets of
other advisory and sub-advisory accounts, as well as in the management of the
assets of the Portfolio.

Under its terms, the Present Sub-Advisory Agreement for the Portfolio will
continue in effect until April 22, 1996, and from year to year thereafter, so
long as such continuance is specifically approved at least annually by the vote
of a majority of the independent directors of the Fund, cast in person at a
meeting called for the purpose of voting on the approval of the terms of such
renewal, and by either the Directors of the Fund or the affirmative vote of a
majority of the outstanding voting securities of the Portfolio (as that phrase
is defined in the 1940 Act). The Present Sub-Advisory Agreement may be
terminated with respect to the Portfolio at any time, without penalty, by the
Directors of the Fund or by shareholders of the Portfolio acting by vote of a
least a majority of its outstanding voting securities (as that phrase is defined
in the 1940 Act), on 60 days' written notice to Janus Capital, or by Western
Reserve if it gives 60 days' written notice to Janus Capital. The Present
Sub-Advisory Agreement may be amended with respect to the Portfolio only with
the approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in the 1940 Act) and the
approval by the vote of a majority of the independent directors of the Fund,
cast in person at a meeting called for the purpose of voting on the approval of
such amendment.

NEW SUB-ADVISORY AGREEMENT

If the New Sub-Advisory Agreement with J.P. Morgan Investment, located at
522 Fifth Avenue, New York, New York 10036, is approved by the vote of a
majority of the Portfolio's outstanding shares, J.P. Morgan Investment will
become the new Sub-Adviser of the Portfolio, effective May 1, 1996. As of that
date, Janus Capital will no longer serve as Sub-Adviser of the Portfolio (but
will continue to serve as Sub-Adviser to the Growth Portfolio, Bond Portfolio
and Global Portfolio of the Fund).

The New Sub-Advisory Agreement requires J.P. Morgan Investment to provide,
subject to the supervision of Western Reserve, a continuous investment program
for the Portfolio, including investment research and management with respect to
all securities and investments and cash equivalents in the Portfolio, in
accordance with the Portfolio's investment objective, policies, and
restrictions. J.P. Morgan Investment will determine from time to time what
securities and other investments will be purchased, retained, or sold by the
Portfolio and will

place orders pursuant to its investment determinations.

The New Sub-Advisory Agreement contains many terms and conditions which are
essentially the same as the terms and conditions of the Present Sub-Advisory
Agreement, with the exception of the following differences:

(1) The New Sub-Advisory Agreement states that the Sub-Adviser makes the
investment decisions as to which securities will be purchased and sold for
the Portfolio. The Present Sub-Advisory Agreement states that the
Sub-Adviser supervises the purchase and sale of securities as directed by
officers of the Fund and of the Investment Adviser;

(2) The New Sub-Advisory Agreement explicitly requires the Investment
Adviser to provide the Sub-Adviser with a set of "Guidelines" setting forth
the limitations on the types of securities in which the Portfolio is
permitted to invest, and investment activities in which the Portfolio is
permitted to engage. Additionally, the New Sub-Advisory Agreement requires
the Investment Adviser to provide the Sub-Adviser with a daily report with
respect to the Fund's compliance with certain tests required by the
Internal Revenue Code of 1986, as amended. The Present Sub-Advisory
Agreement does not explicitly require such guidelines or reports from the
Investment Adviser to the Sub-Adviser;

(3) The New Sub-Advisory Agreement explicitly states the terms and
conditions under which the Sub-Adviser will seek "best execution" of
securities transactions on behalf of the Portfolio according to the
requirements of Section 28(e) of the Securities Exchange Act of 1934. The
Present Sub-Advisory Agreement does not explicitly state such terms and
conditions; however, the Portfolio has to date followed the guidelines for
'best execution" according to Section 28(e);

(4) The New Sub-Advisory Agreement states that the Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which the New Sub-Advisory
Agreement relates except a loss resulting from willful misfeasance, bad
faith or gross negligence on the Sub-Adviser's part in the performance of
its duties. The Present Sub-Advisory Agreement does not include a
corresponding provision;

(5) Under the New Sub-Advisory Agreement, compensation payable by the
Investment Adviser to the Sub-Adviser will be at the annual rate of 0.15%
of the Portfolio's average daily net assets. Under the Present Sub-Advisory
Agreement, the Sub-Adviser is paid compensation by the Investment Adviser
at the annual rate of 0.25% of the Portfolio's average daily net assets. It
should be noted that the annual rate of compensation from the Fund to the
Investment Adviser, from which the Investment Adviser pays compensation to
the Sub-Adviser, will be correspondingly reduced from 0.50% to 0.40% of the
Portfolio's average daily net assets;

(6) The New Sub-Advisory Agreement states in detail the types of expenses
to be borne by the Portfolio Fund and not by the Sub-Adviser. The Present
Sub-Advisory Agreement does not include a corresponding provision;

(7) The New Sub-Advisory Agreement states that the Sub-Adviser currently
acts, and will continue to act, as investment adviser to fiduciary and
other managed accounts and investment companies and will allocate
investments suitable to each in accordance with a methodology suitable and
appropriate to each entity. The Present Sub-Advisory Agreement does not
include a corresponding provision; and

(8) The New Sub-Advisory Agreement provides indemnification by the
Investment Adviser to the Sub- Adviser against any and all losses, claims,
damages or liabilities to which the Sub-Adviser may become subject in the
course of the Sub-Adviser's performance of its duties to the Portfolio. The
Present Sub- Advisory Agreement does not include a corresponding provision.
It should be noted that this indemnification is provided to the Investment
Sub-Adviser by the Investment Adviser, and not by the Fund.

The New Sub-Advisory Agreement will terminate automatically in the event of
its assignment. In addition, it may be terminated by Western Reserve upon 60
days' written notice to J.P. Morgan Investment and the Fund; by J.P. Morgan
Investment upon 60 days' written notice to Western Reserve and the Fund; or by
the Fund, upon the vote of a majority of the Fund's Board of Directors or a
majority of the outstanding voting securities of the Portfolio, upon 60 days'
written notice to J.P. Morgan Investment.

Under the New Sub-Advisory Agreement, Western Reserve will pay J.P. Morgan
Investment a fee, payable monthly, based on the aggregate average daily net
assets of the Portfolio, at the annual rate of 0.15% of the aggregate average
daily net assets of the Portfolio. Western Reserve will pay J.P. Morgan
Investment this fee out of the advisory fee that it receives from the Portfolio.

INFORMATION ABOUT J.P. MORGAN INVESTMENT

J.P. Morgan Investment is an investment manager for corporate, public, and
union employee benefit funds, foundations, endowments, insurance companies,
government agencies and the accounts of other institutional investors. A
wholly-owned subsidiary of J.P. Morgan & Co. Incorporated ("Morgan"), J.P.
Morgan Investment was incorporated in the state of Delaware on February 7, 1984
and commenced operations on July 2, 1984. It was formed from the Institutional
Investment Group of Morgan Guaranty Trust Company of New York, also a subsidiary
of Morgan. The principal business address of J.P. Morgan Investment is 522 Fifth
Avenue, New York, New York, 10036.

Morgan acquired its first tax-exempt client in 1913 and its first pension
account in 1940. J.P. Morgan Investment's assets under management have grown to
over $133 billion. With offices in London and Singapore, J.P. Morgan Investment
draws from a worldwide resources base to provide comprehensive investment
management services to an international group of clients. Investment management
activities in Japan, Australia, and Germany are carried out by affiliates: J.P.
Morgan Trust Bank Limited in Tokyo, J.P. Morgan Investment Management Australia
Limited in Melbourne, and J.P. Morgan Investment GmbH in Frankfurt.

Keith M. Schappert is the President and Chief Executive Officer of J.P.
Morgan Investment. See Appendix A to this proxy statement for a complete list of
the directors and principal executive officers of J.P. Morgan Investment and a
table setting forth the registered investment companies having similar
investment objectives to the Portfolio for which J.P. Morgan Investment serves
as sub-adviser, including the fees payable to J.P. Morgan Investment.

THE DIRECTORS' RECOMMENDATION

In determining whether it was appropriate to approve the New Sub-Advisory
Agreement and to recommend approval to Policyowners, the Board of Directors,
including the Directors who are not interested persons of Western Reserve or
J.P. Morgan Investment, considered various matters and materials provided by
J.P. Morgan Investment. Information considered by the Directors included, among
other things, the following: (1) that the compensation to be received by J.P.
Morgan Investment will be less than the compensation paid to the current
Sub-Adviser, and that the compensation paid by the Portfolio to the Adviser will
be reduced accordingly by an equal amount; (2) that the nature and quality of
the services required to be performed by the Sub-Adviser to the Portfolio
requires an entity more experienced in the management of money market
portfolios, such as J.P. Morgan Investment, than is the Current Sub-Adviser (see
Appendix A); (3) the results achieved by J.P. Morgan Investment in other areas
of investment management, including the management of portfolios comparable to
the Portfolio; and (4) the personnel and research capabilities of J.P. Morgan
Investment and J.P. Morgan Investment's methodology in managing portfolios
comparable to the Portfolio.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 1

PROPOSAL 2

AMENDMENT OF THE MONEY MARKET PORTFOLIO'S FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING INVESTMENT OF THE PORTFOLIO'S ASSETS IN ANY
PARTICULAR INDUSTRY

CURRENT FUNDAMENTAL RESTRICTION:

The Money Market Portfolio's current fundamental investment restriction
regarding investment of the Portfolio's assets in any particular industry
provides that the Portfolio may not:

Invest more than 25% of the value of the Portfolio's assets in
any particular industry (other than Government securities).

NEW FUNDAMENTAL RESTRICTION:

If Proposal 2 is approved by the shareholders of the Portfolio, the
foregoing fundamental investment restriction for the Portfolio would be amended,
and the Portfolio would implement a new fundamental investment restriction
regarding investment of the Portfolio's assets in any particular industry,
providing that the Portfolio may not:

Invest more than 25% of the value of the Portfolio's assets
in any particular industry (other than Government securities
OR OBLIGATIONS OF U.S. BRANCHES OF U.S. BANKS).

The proposed change to this fundamental investment restriction does not
alter the Portfolio's overall policy regarding industry concentration, which
imposes a 25% limit on the Portfolio's investment of its assets in any
particular industry. The proposed change also does not alter the ability of the
Portfolio to invest MORE than 25% of its assets in Government securities.
However, the proposed change to this fundamental investment restriction would
also give the Portfolio the flexibility to invest more than 25% of its assets in
obligations of U.S. branches of U.S. banks. The new Sub-Adviser to the Portfolio
believes that such flexibility, which would permit the Sub-Adviser to invest the
Portfolio's assets in a broader range of obligations of U.S. branches of U.S.
banks, may enable the Sub-Adviser to take advantage of attractive investment
opportunities for the Portfolio that would not be permitted under the current
concentration policy if the Portfolio's investments in U.S. branches of U.S.
banks had already reached 25% of assets.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2

PROPOSAL 3

AMENDMENT AND COMBINATION OF THE MONEY MARKET PORTFOLIO'S FUNDAMENTAL
INVESTMENT RESTRICTION REGARDING COMMODITIES, AND OPTIONS AND OTHER DERIVATIVE
INSTRUMENTS, AND MERGER WITH THE MONEY MARKET PORTFOLIO'S FUNDAMENTAL
INVESTMENT RESTRICTION REGARDING INVESTMENTS OF THE PORTFOLIO'S ASSETS
IN REAL ESTATE OR INTERESTS IN REAL ESTATE

CURRENT FUNDAMENTAL RESTRICTIONS:

The Money Market Portfolio's current fundamental investment restriction
regarding commodities, and options and other derivative instruments, provides
that the Portfolio will not:

Purchase or sell physical commodities other than foreign
currencies unless

acquired as a result of ownership of securities (but this
restriction shall not prevent the Portfolio from purchasing
or selling options, futures contracts, caps, floors and
other derivative instruments, engaging in swap transactions
or investing in securities or other instruments backed by
physical commodities).

The Money Market Portfolio's current fundamental investment restriction
regarding investment of the Portfolio's assets in real estate or interests in
real estate provides that the Portfolio may not:

Invest directly in real estate or interests in real estate,
including limited partnership interests; however, the
Portfolio may own debt or equity securities issued by
companies engaged in those businesses.

NEW FUNDAMENTAL RESTRICTION:

If Proposal 3 is approved by the shareholders of the Money Market
Portfolio, the foregoing fundamental investment restrictions for the Portfolio
would be amended and combined, and the Portfolio would implement a new
fundamental investment restriction regarding commodities, and derivative
instruments, as well as real estate or interests therein. This new fundamental
investment restriction would provide that the Portfolio may not:

Purchase or sell puts, calls, straddles, spreads, or any
combination thereof, real estate (including real estate
limited partnerships), commodities, or commodity contracts or
interests in oil, gas or mineral exploration or development
programs or leases. However, the Portfolio may purchase debt
securities or commercial paper issued by companies which
invest in real estate or interests therein, including real
estate investment trusts.

The purpose of the proposed adoption of a new investment restriction in
place of the current restrictions on investments in commodities and real estate
is to limit the Portfolio's investments to those appropriate for a money market
fund. The current restrictions applicable to the Portfolio prevent the Portfolio
from purchasing or selling physical commodities, but permit the purchase and
sale of certain types of derivative instruments, as well as the purchase of
equity securities issued by companies engaged in buying and selling real estate.
The proposed new Sub-Adviser believes that the new investment restriction is
more appropriate for a money market fund.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 3

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

A copy of the Annual Report or Semi-Annual Report for the Fund may be
obtained without charge upon request by writing to the Fund at 201 Highland
Avenue, Largo, FL 34640 or by calling 1-800-851-9777, Ext. 6538 if you are a
variable annuity contract owner or Ext. 6510 if you are a variable life
policyholder.

SHAREHOLDER PROPOSALS

As a general matter, the Fund does not hold annual meetings of
shareholders. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholders' meeting should send their written
proposals to the Secretary of the Fund, 201 Highland Avenue, Largo, Florida
34640.

OTHER BUSINESS

Management knows of no business to be presented to the Meeting other
than the matters set forth in this proxy statement, but should any other matter
requiring vote of shareholders arise, the proxies will vote thereon according to
their best judgment in the interests of the Fund.

By Order of the Board of Directors,

Thomas E. Pierpan
Vice President and Assistant Secretary

Largo, Florida
January 5, 1996

APPENDIX A

The directors and principal executive officers of J.P. Morgan Investment
Management Inc. ("J.P. Morgan Investment") and their principal occupations are
as shown below. Unless otherwise indicated, the business address of each such
person is 522 Fifth Avenue, New York, New York 10036.

POSITION WITH J.P. MORGAN INVESTMENT
NAME AND ADDRESS AND PRINCIPAL OCCUPATION
- ---------------- ------------------------------------

Kenneth W. Anderson Director and Managing Director, J.P. Morgan
J.P. Morgan Investment Management Inc. Investment; Managing Director, Morgan Guaranty
28 King Street Trust Company of New York
London SW1Y 6XA
United Kingdom

Robert A. Anselmi Director, Managing Director, General Counsel and
Secretary, J.P. Morgan Investment; Managing
Director and Assistant Secretary, Morgan Guaranty
Trust Company of New York

David L. Brigham Director and Managing Director, J.P.
Morgan Investment; Managing Director,
Morgan Guaranty Trust Company of New York

Jean L. P. Brunel Director, J.P. Morgan Investment; Managing
Director, Morgan Guaranty Trust Company
of New York

William L. Cobb, Jr. Director, Vice Chairman and Managing Director,
J.P. Morgan Investment; Managing Director,
Morgan Guaranty Trust Company of New York

Michael R. Granito Director and Managing Director, J. P. Morgan
Investment; Managing Director, Morgan Guaranty
Trust Company of New York

Thomas M. Luddy Director and Managing Director, J.P. Morgan
Investment; Managing Director, Morgan Guaranty
Trust Company of New York

Michael E. Patterson Director, J.P. Morgan Investment; Chief
J.P. Morgan & Co. Incorporated Administrative Officer, J.P. Morgan & Co.
60 Wall Street Incorporated; Morgan Guaranty
New York, NY 10260-0060 Trust Company of New York

C. Nicholas Potter Chairman of the Board and Director,
J.P. Morgan Investment; Managing Director,
Morgan Guaranty Trust Company of New York

Keith M. Schappert President, Director and Managing Director, J.P.
Morgan Investment; Managing Director, Morgan
Guaranty Trust Company of New York

(continued)

POSITION WITH J.P. MORGAN INVESTMENT
NAME AND ADDRESS AND PRINCIPAL OCCUPATION
- ---------------- ------------------------------------

M. Steven Soltis Director, Managing Director and Chief
Administrative and Financial Officer,
J.P. Morgan Investment; Managing Director,
Morgan Guaranty Trust Company of New York

John R. Thomas Director, J.P. Morgan Investment; President,
J.P. Morgan Trust Bank Ltd. Director and Managing Director, J.P. Morgan Trust
Akasaka Park Building Bank Ltd.
2-20, Akasaka 5-chome
Minato-ku, Tokyo, Japan

J.P. Morgan Investment receives fees for investment sub-advisory services
provided to the following registered investment companies having a similar
investment objective to the Portfolio:

APPROXIMATE NET
ASSETS AS OF RATE OF ANNUAL
INVESTMENT COMPANY 11/30/95* COMPENSATION
- ------------------ --------------- --------------
($ millions)

Sierra Trust Funds

- Global Money Fund $ 39,775,933 .15% of average daily net assets

The Sierra Variable Trust

- Global Money Fund 19,719,986 .15% of average daily net assets

The Preferred Group of Mutual Funds

- Preferred Money Market Fund 409,207,471 .15% of average daily net assets

American Skandia Trust

- AST Money Market Portfolio 350,479,770 .15% on first $1 billion of average
daily net assets
.10% on balance

VOTING INSTRUCTION FORM

WRL SERIES FUND, INC.
MONEY MARKET PORTFOLIO

VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR A SPECIAL MEETING OF SHAREHOLDERS OF THE WRL SERIES FUND, INC.
FEBRUARY 21, 1996

I hereby instruct Western Reserve Life Assurance Co. of Ohio ("Western
Reserve") to vote the shares of the Money Market Portfolio of the WRL Series
Fund, Inc. ("Fund") as to which I am entitled to give instructions, as shown
above, at a Special Meeting of the Shareholders of the Fund ("the Meeting") to
be held at 10:00 a.m. on February 21, 1996, Eastern Time and any adjournments
thereof at 201 Highland Avenue, Largo, Florida 34640 as follows:

(1) To approve a Proposed Sub-Advisory Agreement between
J. P. Morgan Investment Management Inc. and Western Reserve

___ For ___ Against ___ Abstain

(2) To approve the change to the fundamental investment
restriction regarding investment of the Portfolio's assets in
any particular industry

___ For ___ Against ___ Abstain

(3) To approve the change to the fundamental investment
restriction regarding commodities, and options and other
derivative instruments, and merger with the fundamental
investment restriction regarding investments of the
Portfolio's assets in real estate or interests in real estate

___ For ___ Against ___ Abstain

(4) In the discretion of Western Reserve transact such
other business as may properly come before the meeting or any
adjournment thereof.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE FOR ALL PROPOSALS.

PLEASE SIGN AND DATE THIS FORM AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

I hereby revoke any and all voting instructions with respect to such
shares previously given by me. I acknowledge receipt of the Proxy Statement
dated January 5, 1996. THIS INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THIS INSTRUCTION WILL BE VOTED "FOR" EACH PROPOSAL.

This instruction may be revoked at any time prior to the Meeting by
notifying the Secretary of the Fund in writing.

________________________________________ _________________
Policyowner or Contract Holder Signature Date

PLEASE SIGN, DATE AND RETURN THIS FORM PROMPTLY. Signature should be exactly as
name or names appear on this Voting Instruction Form. If the individual
signing the form is a fiduciary (E.G., attorney, executor, trustee, guardian,
etc.) the individual's signature must be followed by his full title.