SMITH BARNEY FUNDAMENTAL VALUE FUND INC.
Supplement dated February 1, 1996 to Prospectuses*
The following information supplements, and should be read in conjunction
with, the disclosure found in the prospectus of the Smith Barney Fundamental
Value Fund Inc.
TELEPHONE REDEMPTION AND EXCHANGE PROGRAM FOR SHAREHOLDERS
WHO DO NOT HAVE A SMITH BARNEY BROKERAGE ACCOUNT
Certain shareholders may be eligible to redeem and exchange Fund shares by
telephone. To determine if a shareholder is entitled to participate in this
program, he or she should contact First Data Investor Services Group, Inc.
(the "Transfer Agent") at (800) 451-2010. Once eligibility is
confirmed, the shareholder must complete and return a Telephone/Wire
Authorization Form, including a signature guarantee, that will be provided by
the Transfer Agent upon request. (Alternatively, an investor may authorize
telephone redemptions on the new account application with a signature guara-
ntee when making his/her initial investment in the Fund.)
Redemptions. Redemption requests of up to $10,000 of any class or classes
of the Fund's shares may be made by eligible shareholders by calling the
Transfer Agent at (800) 451-2010. Such requests may be made between 9:00 a.m.
and 4:00 p.m. (New York City time) on any day the New York Stock Exchange,
Inc. ("NYSE") is open. Redemptions of shares (i) by retirement plans or
(ii) for which certificates have been issued are not permitted under this
program.
A shareholder will have the option of having the redemption proceeds mailed
to his/her address of record or wired to a bank account predesignated by the
shareholder. Generally, redemption proceeds will be mailed or wired, as the
case may be, on the next business day following the redemption request. In
order to use the wire procedures, the bank receiving the proceeds must be a
member of the Federal Reserve System or have a correspondent with a member
bank. The Fund reserves the right to charge shareholders a nominal fee for
each wire redemption. Such charges, if any, will be assessed against the
shareholder's account from which shares were redeemed. In order to change
the bank account designated to receive redemption proceeds, a shareholder
must complete a new Telephone/Wire Authorization Form and, for the
protection of the shareholder's assets, will be required to provide a
signature guarantee and certain other documentation.
Exchanges. Eligible shareholders may make exchanges by telephone if the
account registration of the shares of the fund being acquired is identical to
the registration of the shares of the fund exchanged. Such exchange requests
may be made by calling the Transfer Agent at (800) 451-2010 between 9:00 a.m.
and 4:00 p.m. (New York City time) on any day on which the NYSE is open.
Additional Information regarding Telephone Redemption and Exchange Program.
Neither the Fund nor its agents will be liable for following instructions
communicated by telephone that are reasonably believed to be genuine. The Fund
and its agents will employ procedures designed to verify the identity of the
caller and legitimacy of instructions (for example, a shareholder's name and
account number will be required and phone calls may be recorded). The Fund
reserves the right to suspend, modify or discontinue the telephone redemption
and exchange program or to impose a charge for this service at any time
following at least seven (7) days prior notice to shareholders.
The following information modifies the disclosure found in the Fund's
Prospectus under the heading, "Redemption of Shares:"
Any signature appearing on a written redemption request in excess of $2,000
must be guaranteed by an eligible guarantor institution such as a domestic
bank, savings and loan institution, domestic credit union, member bank of the
Federal Reserve System or member firm of a national securities. Written
redemption requests of $2,000 or less do not require a signature guarantee
unless more than one such redemption request is made in any 10-day period.
Redemption proceeds will be mailed to an investor's address of record.
Employees of members of the National Association of Securities Dealers, Inc.
may purchase Class A shares of the Fund at net asset value.
Effective June 22, 1995 purchases of Class A shares of the Fund by Section
403(b) or Section 401(a) or (k) accounts associated with Copeland Retirement
Programs may be made at net asset value without a sales charge.
