SMITH BARNEY INVESTMENT FUNDS INC.
On behalf of
SMITH BARNEY CONTRARIAN FUND
Supplement dated January 7, 2000 to
Prospectus dated April 30, 1999
On January 7, 2000 the Board of Directors of Smith
Barney Investment Funds
Inc, ( the "Board") on behalf of Smith Barney
Contrarian Fund (the "Contrarian Fund"), approved a
proposed reorganization pursuant to which Smith Barney
Fundamental Value Fund Inc.("Fundamental Value Fund")
would acquire the assets of Fund and assume the stated
liabilities of the Contrarian Fund in exchange for
shares of the Fundamental Value. This reorganization
would permit Contrarian Fund shareholders to maintain
an investment in a fund with the same primary
investment objective.
Under the terms of the proposed reorganization
Contrarian Fund shareholders would receive shares of
the Fundamental Value Fund equal in value to their
investment in the Contrarian Fund in accordance with
the terms of
the reorganization. Contrarian Fund shareholders
would not be charged a
sales load when Fundamental Value Fund shares are
issued to them and it is
anticipated that no gain or loss for Federal income
tax purposes would be
recognized by shareholders as a result of the
reorganization.
The proposed reorganization is subject to the
fulfillment of certain
conditions, including approval by the shareholders of
the Contrarian
Fund. Proxy materials describing the proposed
reorganization will be
mailed to Contrarian Fund shareholders in anticipation
of a meeting of
the shareholders expected to be held in May of 2000.
If approved by Contrarian Fund shareholders at that
time, the reorganization will occur as
soon after the meeting as practicable.
In addition, the Board approved the appointment of
John G. Goode as portfolio manager of the Contrarian
Fund, effective immediately. Mr. Goode is the
portfolio manager of the Fundamental Value Fund, a
Managing Director of Salomon Smith Barney and
President and Chief Investment Officer of Davis Skaggs
Investment Management, a division of SSB Citi Fund
Management LLC.
FD _____
