February 1, 2000
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
ATTN.: Office of Filings, Information and Consumer Services
RE: Smith Barney Fundamental Value Fund Inc. (the "Fund")
File Nos. 2-71469 and 811-3158
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended,
please accept this letter as certification that the prospectus and statement of
additional information of the Fund do not differ from those contained in
Post-Effective Amendment No. 34 (the "Amendment") to the Fund's Registration
Statement on Form N-1A. This Amendment was filed electronically on January 28,
2000, as Accession Number:91155-00-000056 and became effective immediately.
Any comments on this filing should be directed to the undersigned at (212)
816-6474. Please return an electronic transmittal as evidence of your receipt
of this filing.
Very truly yours,
SMITH BARNEY FUNDAMENTAL
VALUE FUND INC.
/s/ Christina T. Sydor
Christina T. Sydor
Secretary
