SMITH BARNEY SHEARSON FUNDAMAENTAL VALUE FUND INC.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
August 5, 1994
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Attn: Office of Filings, Information and Consumer Services
RE: Smith Barney Shearson Fundamental Value Fund Inc. (the "Fund")
Withdrawal of Post-Effective Amendment No. 22 to the Fund's Registration
Statement
File Nos. 2-71469, 811-
3158
Gentlemen:
Pursuant to Rule 477(a) under the Securities Act of 1933, the undersigned
hereby requests on behalf of Smith Barney Shearson Fundamental Value Fund Inc.
(the "Registrant") that the Commission permit the Registrant to withdraw prior
to effectiveness Post-Effective Amendment No. 22 to its Registration Statement
on Form N-1A (the "Amendment") which was filed with the Commission via EDGAR
on July 19, 1994 (Accession No. 0000053798-94-000355). The Amendment will go
effective by its terms on August 9, 1994.
The Amendment was filed for the purpose of delaying the effectiveness of Post-
Effective Amendments No. 20 and No. 21 to its Registration Statement with
respect to reincorporating the Registrant in the State of Maryland. The
Registrant has been unable to obtain the necessary shareholder approval of
such reincorporation and has determined that it is in its best interest to
suspend the solicitation at this time. Accordingly, the Registrant wishes to
withdraw the Amendment.
Please direct any questions with respect to this request for withdrawal to the
undersigned at 212/698-5344 or Kelley A. Howes at 617/248-3499.
Kindly show receipt of this transmission through an acknowledgment via
Compuserve Mailbox Number 72741,322.
Very truly yours,
/s/ /Christina T. Sydor
Christina T. Sydor
Secretary
Smith Barney Shearson Fundamental Value Fund Inc.
cc: Jeremiah DeMichaelis
Burton M. Leibert, Esq.
Lewis G. Cole, Esq.
Kelley Abbott Howes, Esq.
Mary Bucci
Securities and Exchange Commission
August 5, 1994
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