January 31, 1997
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. 29 (the "Amendment") to the Fund's Registration
Statement on Form N-1A. This Amendment was filed electronically on January
27, 1996, as Accession Number:0000091155-97-000037 and became effective
immediately.
Any comments on this filing should be directed to the undersigned at
(212) 816-6392. Please return an electronic transmittal as evidence of your
receipt of this filing.
Very truly yours,
SMITH BARNEY MANAGED
GOVERNMENTS FUND INC.
/s/ Caren Cunningham
Caren Cunningham
Assistant Secretary
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