November
24, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 29549
ATTN: Office of Filings, Information & Consumer
Services
RE: Smith Barney Fundamental Value Fund Inc.
(the Fund)
Rule 24f-2 Notice
Gentlemen:
Pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, enclosed for filing
on behalf of the Fund are the following:
(1) One copy of the Funds Rule 24f-2 Notice for
its fiscal year ending September 30, 1995.
(2) One copy of the legal opinion with respect
to the Funds shares, the registration of which is
made definitive pursuant to the above-mentioned
Notice.
(3) Pursuant to Rule 24f-2(c), a registration fee
of $60,161.98 has been wired under the Fund's CIK
#351934.
Any questions regarding this filing should be
directed to the undersigned at (212) 816-6550.
Please return an electronic transmittal as evidence
of your receipt of this filing.
Yours truly,
Thomas M.
Reynolds
Controller
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 $.01, par value
(Title of securities with respect to which Notice
is filed)
The following information is required pursuant to
Rule 24f-2(b)(1):
(i) Period for which Notice is filed:
October 1, 1994 through September
30, 1995
(ii) Number or amount of securities of the
same class or series which have been
registered under the Securities Act of
1933, as amended, other than pursuant
to Rule 24f-2 but which remained unsold
at the beginning of such fiscal year:
None
(iii) Number or amount of securities, if
any,
registered during such fiscal year
other than pursuant to Rule 24f-2:
None
(iv) Number and amount of securities sold
during such fiscal year (excluding
shares issued upon reinvestment
of
dividends):
41,927,945 shares
$322,782,075
(v) Number and amount of securities sold
during such fiscal year in reliance
upon Rule 24f-2 (excludes shares
issued upon reinvestment of dividends):
41,927,945 shares
$322,782,075
An opinion of counsel with respect to
the legality of the above shares accompanies this
Notice.
DATED: November 24, 1995
SMITH BARNEY
FUNDAMENTAL VALUE FUND
INC.
Thomas M. Reynolds
Controller
The actual aggregate sales price for which
such
securities were sold was $322,782,075. During
the fiscal year ended September 30, 1995, the
actual aggregate redemption price of securities of
Class A, Class B and Class C shares redeemed by
the Registrant was ($148,313,554). No portion of
such aggregate redemption price has been applied
by the Registrant pursuant to Rule 24e-2(a) in a
filing 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:
$322,782,075 - ($148,313,554) = $174,468,521
x $.00034483 = $60,161.98.
CERTIFICATE
The undersigned, Treasurer of SMITH BARNEY
FUNDAMENTAL VALUE FUND, INC. (the "Fund"), hereby
certifies that the Fund has received full payment,
in accordance with the provisions of its
Prospectus, for 41,927,945 shares of common stock,
par value $.01 per share, the sales of which are
reported in the Fund's Rule 24f-2 Notice covering
the fiscal year ended September 30, 1995 and that
the facts otherwise stated in such Notice are true.
Lewis E. Daidone
Treasurer
Dated: November 24, 1995
November 24, 1995
Smith Barney Fundamental Value Fund Inc.
388 Greenwich Street
New York, New York 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney
Fundamental Value Fund Inc., a Maryland corporation
(the "Fund"), of a Notice (the "Notice"), pursuant
to Rule 24f-2 under the Investment Company Act of
1940, as amended (the "Act"), for the Fund's fiscal
year ended September 30, 1995, the undersigned
hereby provides the legal opinion required by that
Rule.
In accordance with Rule 24f-2, the Fund has
registered an indefinite number of shares of common
stock, $.01 par value, under the Securities Act of
1933, as amended (the "1933 Act"). The purpose of
the Notice is to make definite the registration of
41,927,945 shares of the Fund (the "Shares") sold in
reliance upon the Rule during the fiscal year ended
August 31, 1995.
The undersigned is Deputy General Counsel of
Smith Barney Mutual Funds Management Inc., the
Fund's administrator, and in such capacity, from
time to time and for certain purposes, acts as
counsel to the Fund. He has examined copies of the
Fund's Articles of Incorporation, its By-Laws,
resolutions adopted by its Board of Directors, and
such other records and documents as have been
deemed necessary for purposes of this opinion.
Furthermore, he has examined a Certificate of the
Treasurer of the Fund to the effect that the Fund
received the cash consideration for each of the
Shares in accordance with the aforementioned
organizational documents and resolutions.
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
sale, he is 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 1933 Act, the 1940 Act or
applicable State "blue sky" laws in connection with
the sales of the Shares.
Signed,
Lee D.
Augsberger
Deputy
General
Counsel
Smith Barney
Mutual Funds
Management Inc.
