INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Smith Barney Fundamental Value Fund, Inc.
In planning and performing our audit of the financial statements of
Smith Barney Fundamental Value Fund, Inc. (the "Fund") for the year
ended September 30, 2000 (on which we have issued our report dated
November 10, 2000), we considered its internal control, including
control activities for safeguarding securities, in order to determine
our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-
SAR, and not to provide assurance on the Fund's internal control.
The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with accounting principles generally accepted
in the United States of America. Those controls include the
safeguarding of assets against unauthorized acquisition, use, or
disposition.
Because of inherent limitations in any internal control, misstatements
due to error or fraud may occur and not be detected. Also, projections
of any evaluation of internal control to future periods are subject to
the risk that the internal control may become inadequate because of
changes in conditions or that the degree of compliance with policies or
procedures may deteriorate.
Our consideration of the Fund's internal control would not necessarily
disclose all matters in the internal control that might be material
weaknesses under standards established by the American Institute of
Certified Public Accountants. A material weakness is a condition in
which the design or operation of one or more of the internal control
components does not reduce to a relatively low level the risk that
misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the
normal course of performing their assigned functions. However, we
noted no matters involving the Fund's internal control and its
operation, including controls for safeguarding securities, that we
consider to be material weaknesses as defined above as of September 30,
2000.
This report is intended solely for the information and use of
management, the Board of Directors and Shareholders of Smith Barney
Fundamental Value Fund, Inc., and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone
other than these specified parties.
DELOITTE & TOUCHE LLP
November 10, 2000
