SMITH BARNEY CARDINAL INVESTMENT FUND INC
N-8A, 1995-11-20
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-8A

                         NOTIFICATION OF REGISTRATION
                     FILED PURSUANT TO SECTION 8(a) OF THE
                        INVESTMENT COMPANY ACT OF 1940



          The  undersigned investment company  hereby notifies  the Securities
and Exchange Commission that it registers under and pursuant to the provisions
of Section 8(a) of  the Investment Company Act of 1940 and  in connection with
such notification of registration submits the following information:



Name:     SMITH BARNEY CARDINAL INVESTMENT FUND INC.

Address of Principal Business Office (No. & Street, City,
     State, Zip Code):

                             388 Greenwich Street
                           New York, New York 10013

Telephone Number (including area code):  (212) 723-9218

               Name and address of agent for service of process:

                           Christina T. Sydor, Esq.
                   Smith Barney Mutual Funds Management Inc.
                             388 Greenwich Street
                           New York, New York 10013

                                   Copy to:

                            Rose F. DiMartino, Esq.
                           Willkie Farr & Gallagher
                              One Citicorp Center
                             153 East 53rd Street
                           New York, New York 10022

Check Appropriate Box:

     Registrant is filing a Registration Statement pursuant to Section 8(b) of
     the Investment Company Act of  1940 concurrently with the filing  of Form
     N-8A:  Yes [X]    No


















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                                  SIGNATURES


          Pursuant to the requirements of the Investment Company  Act of 1940,
the registrant has caused this notification  of registration to be duly signed
on its behalf in the City of New York and State of New York on the 20th day of
November, 1995.



                              SMITH BARNEY CARDINAL INVESTMENT
                                FUND INC.



                              By:  /s/ Heath B. McLendon
                                   Heath B. McLendon
                                   President



ATTEST:


/s/ Christina T. Sydor
Christina T. Sydor
Secretary









































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