SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
Smith Barney Fundamental Value Fund Inc.
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices)
Common Stock $0.001 Par Value
(Title of Securities with respect to which Notice is filed)
File No. 2-71469
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
October 1, 1993 through September 30, 1994
(ii). Number or amount of securities of the same class or
series which had been registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 but which remained unsold at the beginning of
such fiscal period:
None
(iii). Number or amount of securities, if any, registered
during such fiscal period other than pursuant to Rule 24f-2:
None
(iv). Number and amount of securities sold during such fiscal
period*:
68,837,546 Shares
$508,636,077
(v). Number and amount of securities sold during such fiscal
period in reliance upon registration pursuant to Rule 24f-2:(1)
68,837,546 Shares
$508,636,077
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: November 30, 1994
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.
By: /s/ Christina
Haage
Christina Haage,
Assistant Treasurer
*Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold was $508,636,077. For the fiscal year ended September 30, 1994 the
actual aggregate redemption price of securities redeemed by the Registrant
was $188,663,180. No portion of such redemption price had been applied by
the Registrant pursuant to Rule 24e-2(a) in filings made pursuant to
Section 24(e) (1) of the Investment Company Act of 1940, as amended.
Pursuant to Rule 24f-2(c), the registration fee with respect to the
securities sold is calculated as follows: $508,636,077-$188,663,180=
$3,199,728.97 x $.00034483 = $1,103.36. Therefore a registration fee for
the amount calculated has been wire transferred.
SHARED\SHEARSN2/\FUNDAMEN\PROCEDUR\24F2-94B.DOC
November 30, 1994
Smith Barney Fundamental Value Fund, Inc.
388 Greenwich Street
New York, NY 10013
RE: Rule 24f-2 Notice
Dear Sir or Madam:
In connection with the filing by the Smith Barney Fundamental Value Fund
Inc. (the "Fund") of a notice (the "Notice") pursuant to Rule 24f-2 (the
"Rule") under the Investment Company Act of 1940, as amended (the"1940
Act"), for the Fund's fiscal year ended September 30, 1994, you have
requested that the undersigned provide the legal opinion required by that
Rule.
In accordance with the Rule, the Fund has registered an indefinite number
of shares of common stock, $0.001 par value per share, under the Securities
Act of 1933, as amended. The purpose of this Notice is to make definite
the registration of 68,837,546 shares of the Fund (collectively, the
"Shares") sold in reliance upon the Rule during the Fund's fiscal year
ended September 30, 1994.
The undersigned is General Counsel of The Boston Company Advisors, Inc.,
sub-administrator to the Fund (as set forth above), and in such capacity,
from time to time and for certain purposes, acts as counsel to the Fund. I
have examined copies of the Fund's Articles of Incorporation, as amended,
its By-Laws, resolutions adopted by its Board of Directors, and such other
records and documents as I have deemed necessary for purposes of this
opinion. Furthermore, I have examined a Certificate of the Assistant
Treasurer of the Fund to the effect that the Fund received the cash
consideration for each of the Shares in accordance with the aforementioned
charter documents and resolutions.
Securities and Exchange Commission
November 30, 1994
Page Two
On the basis of the foregoing, and assuming all of the Shares were sold in
accordance with the terms of the Fund's prospectus in effect at the time of
a sale, I am of the opinion that the Shares have been duly authorized and
validly issued and are fully paid and non-assessable. This opinion is for
the limited purposes expressed above and should not be deemed to be an
expression of opinion as to compliance with the Securities Act of 1933, as
amended, the 1940 Act or applicable state "blue sky" or securites laws in
connection with the sales of the Shares.
Very truly yours,
_/s/ Francis J. McNamara, III___________
Francis J. McNamara, III
General Counsel
