SMITH BARNEY SHEARSON
FUNDAMENTAL VALUE FUND INC.
Supplement to Statement of Additional Information dated November 22, 1993
The following information updates the disclosure found in the Statement
of Additional Information of Smith Barney Shearson Fundamental Value Fund Inc.
(the "Fund") under "Investment Objective and Management Policies:"
On June 28, 1994, at the Annual Meeting of Shareholders, the shareholders
approved the modification of an investment restriction that is one of the
Fund's fundamental investment policies. As a result of this modification the
Fund may, for hedging purposes, purchase put options on portfolio securities.
Set forth below is the Fund's policy, as modified, regarding the purchase and
sale of options:
[The Fund may not] write, purchase or sell puts, calls, straddles,
spreads or combinations thereof or engage in transactions involving futures
contracts and related options, except as permitted under the Fund's investment
goals and policies, as set forth in its current prospectus and statement of
additional information.
Also on June 28, 1994, the Board of Directors approved the modification of an
investment restriction that is not one of the Fund's fundamental investment
policies. As a result of this modification the Fund may invest in closed-end
investment companies. Set forth below is the Fund's policy, as modified,
regarding investment in other investment companies:
[The Fund may not] invest in other open-end investment companies (except
as part of a merger, consolidation, reorganization or acquisition of assets).
This restriction does not apply to investment in closed-end, publicly traded
investment companies.
_________________
Dated August 26, 1994.
FD0634 H4
fundamen\supps\adminst1.doc
