SMITH BARNEY
FUNDAMENTAL VALUE FUND, INC.
Supplement to the Prospectus
dated February 1, 1995
The following information updates the information found under
"Additional Information" in the prospectus of Smith Barney Fundamental
Value Fund, Inc. (the "Fund").
The Fund is a corporation, incorporated under the laws of the State
of Maryland on May 13, 1994, and is registered with the SEC as a
diversified, open-end management investment company.
SMITH BARNEY
FUNDAMENTAL VALUE FUND, INC.
Supplement to the Statement of Additional Information
dated February 1, 1995
The following information updates the information found under
"Additional Information" in the Statement of Additional Information of
Smith Barney Fundamental Value Fund, Inc. (the "Fund").
On May 1, 1995, pursuant to a plan of reorganization and liquidation
approved by both the Board of Directors and a two-thirds majority of the
Fund's shareholders, the Fund's assets and liabilities were transferred to
a corporation incorporated under the laws of the State of Maryland on May
13, 1994.
shared/shearsn2/fundamen/pea's/pea25/supp1
