SMITH BARNEY SHEARSON
FUNDAMENTAL VALUE FUND INC.
Supplement to Prospectus dated November 22, 1993
The following information updates the disclosure found in the Prospectus
of Smith Barney Shearson Fundamental Value Fund Inc. (the "Fund") under
"Management of the Fund:"
Smith, Barney Advisers, Inc. ("Smith Barney Advisers") serves as the Fund's
administrator and The Boston Company Advisors, Inc. ("Boston Advisors") serves
as the Fund's sub-administrator. On June 28, 1994, the Fund's Board of
Directors approved a new administration agreement with Smith Barney Advisers
containing substantially the same terms and conditions, including the level of
fees, as the previous agreement. Smith Barney Advisers, among other
responsibilities, provides senior executive management for the Fund and
generally oversees and directs all aspects of the Fund's administration and
operation. At the same meeting, the Board of Directors also approved a sub-
administration agreement with Boston Advisors. Boston Advisors, among other
responsibilities, calculates the net asset value of the Fund's shares and
generally assists in various aspects of the Fund's administration and
operation. Under the arrangements, Boston Advisors will be paid a portion of
the amount paid by the Fund to Smith Barney Advisers at a rate as agreed upon
from time to time between Smith Barney Advisers and Boston Advisors.
_________________
Dated August 5, 1994.
FD H4
fundamen\supps\adminstk.doc
