Registration No. 2-71469             
                 811-3158    
SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C.  20549    
FORM N-1A    
    
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933	    X       
    
Pre-Effective Amendment No.      	             
Post-Effective Amendment No.     32     	   X        
    
REGISTRATION STATEMENT UNDER THE INVESTMENT    
	COMPANY ACT OF 1940	    X       
    
Amendment No.     35     	    X       
    
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.    
(Exact name of Registrant as Specified in Charter)    
	    
388 Greenwich Street, New York, New York  10013    
(Address of Principal Executive Offices)  (Zip Code)    
    
Registrant's Telephone Number, including Area Code: (800) 451-2010    
 
Christina T. Sydor    
Secretary    
Smith Barney Fundamental Value Fund Inc.    
388 Greenwich Street    
   New York, New York   10013         
(Name and Address of Agent for Service)    
Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

	immediately upon filing pursuant to paragraph (b)

XXX	on January 28, 1999 pursuant to paragraph (b) of Rule 485

	60 days after filing pursuant to paragraph (a)(1) of Rule 485

	on (date) pursuant to paragraph (a)(1) of Rule 485

	75 days after filing pursuant to paragraph (a)(2) of Rule 485

	on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

	this post-effective amendment designates a new effective date for a 
previously filed post-effective amendment.

Title of Securities Being Registered:  Shares of Common Stock.





 
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.

CONTENTS OF REGISTRATION STATEMENT 

This Registration Statement contains the following pages and documents

Front Cover

Contents Page

Cross-Reference Sheet

Part C - Other Information

Signature Page

Exhibits

SMITH BARNEY FUNDAMENTAL VALUE FUND INC.   
   
FORM  N-1A   
   
CROSS REFERENCE SHEET   
   
PURSUANT TO RULE 495(a)   
   
Part A 
Item No.                          	       Prospectus Caption   

1.  Cover Page                         	      Cover Page   
      
2.  Synopsis      	                        Prospectus Summary    
   
3. Condensed Financial Information	           Financial          
                                   	           Highlights   
      
4.  General Description of Registrant    Cover Page; Prospectus Summary;
                                          	Investment Objective and 
								Management
                                           Policies; Additional Information   
 
5. Management of the Fund                  Management of the Fund; 
                                          Distributor; Additional Information;
                                          	      Annual Report

5A. Management's Discussion of          	Annual Report
Fund Performance     

6.  Capital Stock and Other               	   Investment Objective and 
Securities                                	      Policies; Dividends, 
									Distributions and 
                                          	      Taxes; Additional 
									Information

7.  Purchase of Securities Being            Valuation of Shares; Purchase of
Offered                                    	 Shares; Exchange Privilege; 
                                           	      Redemption of Shares; 
									Minimum
         Account Size; Distributor; 									Additional Information

8  Redemption or Repurchase                Purchase of Shares; Redemption of 
                                         	       Shares; Exchange Privilege   

9.  Pending Legal Proceedings               Not Applicable

   
Part B                                   	       Statement of   
Item No.                                	       Additional Information 
Caption  
   
10.  Cover Page                          	       Cover page
 
11.  Table of Contents                            Table of Contents

12.  General Information and                 Distributor; Additional Information
History   

13.  Investment Objectives and               Investment Objectives
	Policies						and Management Policies   

14.  Management of the Fund              Management of the Fund; Distributor   

15.  Control Persons and Principal         Management of the Fund
Holders of Securities   
   
16.  Investment Advisory and Other       Management of the Fund; Distributor
Services   

17.  Brokerage Allocation and                Investment Objective and
Other Practices                              Management Policies; Distributor

18.  Capital Stock and Other                  Investment Objective and 
Securities                      Management Policies; Purchase	of Shares; 
                                 Redemption of Shares; 								Taxes

19.  Purchase, Redemption and               Purchase of Shares; Redemption
Pricing of Securities Being Offered         of Shares; Valuation of Shares;
                                              Distributor; Exchange Privilege

20.  Tax Status                                        Taxes

21.  Underwriters                                    Distributor
   
22.  Calculation of Performance              Performance Data
Data   

23.  Financial Statements                        Financial Statements   

PART A

<PAGE>
 
P R O S P E C T U S 
 
                                                                    SMITH BARNEY
                                                                     Fundamental
                                                                           Value
                                                                       Fund Inc.
                                                                JANUARY 28, 1999
 
                                                   Prospectus begins on page one
 
 


[LOGO] Smith Barney Mutual Funds
       Investing for your future.
       Every day.(R)


<PAGE>
 
Prospectus                                                    January 28, 1999
 
 
Smith Barney
Fundamental Value
Fund Inc.
388 Greenwich Street
New York, New York 10013
800-451-2010
 
  Smith Barney Fundamental Value Fund Inc. (the "Fund") is a mutual fund with a
primary investment objective of long-term capital growth. Current income is a
secondary objective. The Fund seeks to achieve its primary objective by invest-
ing in a diversified portfolio of common stocks and common stock equivalents
and, to a lesser extent, in bonds and other debt instruments. The Fund's
investment emphasis is on securities which, in the judgment of the Fund's
investment adviser, are undervalued in the marketplace and, accordingly, have
above-average potential for capital growth.
 
  This Prospectus sets forth concisely certain information about the Fund,
including sales charges, distribution and service fees and expenses, that pro-
spective investors will find helpful in making an investment decision. Invest-
ors are encouraged to read this Prospectus carefully and retain it for future
reference.
 
  Additional information about the Fund is contained in a Statement of Addi-
tional Information dated January 28, 1999, as amended or supplemented from time
to time, that is available upon request and without charge by calling or writ-
ing the Fund at the telephone number or address set forth above or by contact-
ing a Salomon Smith Barney Financial Consultant. The Statement of Additional
Information has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated by reference into this Prospectus in its entirety.
 
CFBDS, Inc.
Distributor
 
Mutual Management Corp.
Investment Adviser and Administrator
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
                                                                               1
<PAGE>
 
Table of Contents
 
 
<TABLE>
<S>                                           <C>
Prospectus Summary                              3
-------------------------------------------------
Financial Highlights                           10
-------------------------------------------------
Investment Objective and Management Policies   15
-------------------------------------------------
Valuation of Shares                            20
-------------------------------------------------
Dividends, Distributions and Taxes             21
-------------------------------------------------
Purchase of Shares                             22
-------------------------------------------------
Exchange Privilege                             30
-------------------------------------------------
Redemption of Shares                           33
-------------------------------------------------
Minimum Account Size                           35
-------------------------------------------------
Performance                                    35
-------------------------------------------------
Management of the Fund                         36
-------------------------------------------------
Distribution                                   37
-------------------------------------------------
Additional Information                         38
-------------------------------------------------
</TABLE>
 
--------------------------------------------------------------------------------
 
  No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information or
representations must not be relied upon as having been authorized by the Fund
or the distributor. This Prospectus does not constitute an offer by the Fund or
the distributor to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction.
 
--------------------------------------------------------------------------------
 
2
<PAGE>
 
Prospectus Summary
 
  The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Prospectus and in the Statement of Additional
Information. Cross references in this summary are to headings in the Prospec-
tus. See "Table of Contents."
 
Investment Objective The Fund is an open-end, diversified management invest-
ment company with a primary investment objective of long-term capital growth.
Current income is a secondary objective. The Fund seeks to achieve its princi-
pal objective by investing in a diversified portfolio of common stocks and
common stock equivalents and, to a lesser extent, in bonds and other debt
instruments. The Fund's investment emphasis is on securities which, in the
judgment of the Fund's investment adviser, are undervalued in the marketplace
and, accordingly, have above-average potential for capital growth. See "In-
vestment Objective and Management Policies."
 
Alternative Purchase Arrangements The Fund offers several classes of shares
("Classes") to investors designed to provide them with the flexibility of
selecting an investment best suited to their needs. The general public is
offered three classes of shares: Class A shares, Class B shares and Class L
shares, which differ principally in terms of sales charges and rate of
expenses to which they are subject. A fourth Class of shares, Class Y shares,
is offered to investors meeting an initial investment minimum of $15,000,000.
See "Purchase of Shares" and "Redemption of Shares."
 
  Class A Shares. Class A shares are sold at net asset value plus an initial
sales charge of up to 5.00% and are subject to an annual service fee of 0.25%
of the average daily net assets of the Class. The initial sales charge may be
reduced or waived for certain purchases. Purchases of Class A shares of
$500,000 or more will be made at net asset value with no sales charge, but
will be subject to a contingent deferred sales charge ("CDSC") of 1.00% on
redemptions made within 12 months of purchase. See "Prospectus Summary--
Reduced or No Initial Sales Charge."
 
  Class B Shares. Class B shares are offered at net asset value subject to a
maximum CDSC of 5.00% of redemption proceeds, declining by 1.00% each year
after the date of purchase to zero. This CDSC may be waived for certain
redemptions. Class B shares are subject to an annual service fee of 0.25% and
an annual distribution fee of 0.75% of the average daily net assets of the
Class. The Class B shares' distribution fee may cause that Class to have
higher expenses and pay lower dividends than Class A shares.
 
  Class B Shares Conversion Feature. Class B shares will convert automatically
to Class A shares, based on relative net asset value, eight years after the
date of the original purchase. Upon conversion, these shares will no longer be
subject to an annual distribution fee. In addition, a certain portion of Class
B shares that have been acquired through the reinvestment of dividends and
distributions ("Class B
 
                                                                              3
<PAGE>
 
Prospectus Summary (continued)
 
Dividend Shares") will be converted at that time. See "Purchase of Shares--
Deferred Sales Charge Alternatives."
   
  Class L Shares. Class L shares are sold at net asset value plus an initial
sales charge of 1.00% of the purchase price. They are subject to an annual
service fee of 0.25% and an annual distribution fee of 0.75% of the average
daily net assets of the Class, and investors pay a CDSC of 1.00% if they
redeem Class L shares within 12 months of purchase. The CDSC may be waived for
certain redemptions. Until June 22, 2001, purchases of Class L shares by
investors who were holders of Class C shares of the Fund and other Smith Bar-
ney Mutual Funds on June 12, 1998 will not be subject to the 1.00% initial
sales charge. The Class L shares' distribution fee may cause that Class to
have higher expenses and pay lower dividends than Class A shares. Purchases of
Fund shares, which when combined with current holdings of Class L shares of
the Fund equal or exceed $500,000 in the aggregate, should be made in Class A
shares at net asset value with no sales charge, and will be subject to a CDSC
of 1.00% on redemptions made within 12 months of purchase.     
 
  Class Y Shares. Class Y shares are available only to investors meeting an
initial investment minimum of $15,000,000. Class Y shares are sold at net
asset value with no initial sales charge or CDSC. They are not subject to any
service or distribution fees.
 
  In deciding which Class of Fund shares to purchase, investors should con-
sider the following factors, as well as any other relevant facts and circum-
stances:
 
  Intended Holding Period. The decision as to which Class of shares is more
beneficial to an investor depends on the amount and intended duration of his
or her investment. Shareholders who are planning to establish a program of
regular investment may wish to consider Class A shares; as the investment
accumulates shareholders may qualify for reduced sales charges and the shares
are subject to lower ongoing expenses over the term of the investment. As an
investment alternative, Class B shares are sold without any initial sales
charge so the entire purchase price is immediately invested in the Fund. Any
investment return on these additional invested amounts may partially or wholly
offset the higher annual expenses of these Classes. Because the Fund's future
return cannot be predicted, however, there can be no assurance that this would
be the case.
 
  Finally, investors should consider the effect of the CDSC period and any
conversion rights of the Classes in the context of their own investment time
frame. For example, while Class L shares have a shorter CDSC period than Class
B shares, they do not have a conversion feature, and therefore, are subject to
an ongoing distribution fee. Thus, Class B shares may be more attractive than
Class L shares to investors with longer term investment outlooks.
 
  Reduced or No Initial Sales Charge. The initial sales charge on Class A
shares may be waived for certain eligible purchasers, and the entire purchase
price will be immediately invested in the Fund. In addition, Class A share
purchases of $500,000
 
4
<PAGE>
 
Prospectus Summary (continued)
   
or more will be made at net asset value with no initial sales charge, but will
be subject to a CDSC of 1.00% on redemptions made within 12 months of pur-
chase. The $500,000 investment may be met by adding the purchase to the net
asset value of all Class A shares held in other Smith Barney Mutual Funds
listed under "Exchange Privilege." Class A share purchases may also be eligi-
ble for a reduced initial sales charge. See "Purchase of Shares." Because the
ongoing expenses of Class A shares may be lower than those for Class B and
Class L shares, purchasers eligible to purchase Class A shares at net asset
value or at a reduced sales charge should consider doing so.     
 
  Salomon Smith Barney Financial Consultants may receive different compensa-
tion for selling different Classes of shares. Investors should understand that
the purpose of the CDSC on the Class B and Class L shares is the same as that
of the initial sales charge on the Class A shares.
 
  See "Purchase of Shares" and "Management of the Fund" for a complete
description of the sales charges and service and distribution fees for each
Class of shares and "Valuation of Shares," "Dividends, Distributions and Tax-
es" and "Exchange Privilege" for other differences between the Classes of
shares.
 
Smith Barney 401(k) and ExecChoicetm Programs Investors may be eligible to
participate in the Smith Barney 401(k) Program, which is generally designed to
assist plan sponsors in the creation and operation of retirement plans under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
as well as other types of participant directed, tax-qualified employee benefit
plans. Investors may also be eligible to participate in the Smith Barney
ExecChoiceTM Program. Class A and Class L shares are available without a sales
charge as investment alternatives under both of these programs. See "Purchase
of Shares--Smith Barney 401(k) and ExecChoiceTM Programs."
 
Distributor The Fund has entered into an agreement with CFBDS, Inc. ("CFBDS")
to distribute the Fund's shares.
   
Purchase of Shares Investors may purchase shares from a Salomon Smith Barney
Financial Consultant, an investment dealer in the selling group or a broker
that clears securities through Salomon Smith Barney Inc. ("Salomon Smith Bar-
ney"). (An investment dealer in the selling group and a broker that clears
securities through Salomon Smith Barney are collectively referred to as
"Dealer Representatives.") In addition, certain investors, including qualified
retirement plans and investors purchasing through certain Dealer Representa-
tives, may purchase shares directly from the Fund through the Fund's transfer
agent, First Data Investor Services Group, Inc. (the "Transfer Agent"). See
"Purchase of Shares."     
 
Investment Minimums Investors in Class A, Class B and Class L shares may open
an account by making an initial investment of at least $1,000 for each
account, or $250 for an individual retirement account ("IRA") or a Self-
Employed
 
                                                                              5
<PAGE>
 
Prospectus Summary (continued)
 
Retirement Plan. Investors in Class Y shares may open an account for an ini-
tial investment of $15,000,000. Subsequent investments of at least $50 may be
made for all Classes. There is no minimum investment requirement in Class A
for unitholders who invest distributions from a unit investment trust ("UIT")
sponsored by Salomon Smith Barney. The minimum investment requirements for
purchases of Fund shares through the Systematic Investment Plan are described
below. See "Purchase of Shares."
 
Systematic Investment Plan The Fund offers shareholders a Systematic Invest-
ment Plan under which they may authorize the automatic placement of a purchase
order each month or quarter for Fund shares. The minimum initial investment
requirement for Class A, Class B and Class L shares and the subsequent invest-
ment requirement for all Classes for shareholders purchasing shares through
the Systematic Investment Plan on a monthly basis is $25 and on a quarterly
basis is $50. See "Purchase of Shares."
 
Redemption of Shares Shares may be redeemed on each day the New York Stock
Exchange, Inc. ("NYSE") is open for business. See "Purchase of Shares" and
"Redemption of Shares."
   
Management of the Fund Mutual Management Corp. ("MMC"), a wholly owned subsid-
iary of Salomon Smith Barney Holdings Inc. ("Holdings"), serves as the Fund's
investment adviser and administrator. Holdings is a wholly owned subsidiary of
Citigroup Inc. ("Citigroup"). Citigroup businesses produce a broad range of
financial services--asset management, banking and consumer finance, credit and
charge cards, insurance, investments, investment banking and trading--and use
diverse channels to make them available to consumer and corporate customers
around the world. Among these businesses are Citibank, Commercial Credit,
Primerica Financial Services, Salomon Smith Barney, SSBC Asset Management,
Travelers Life & Annuity, and Travelers Property Casualty. See "Management of
the Fund."     
 
Exchange Privilege Shares of a Class may be exchanged for shares of the same
Class of certain other funds of the Smith Barney Mutual Funds at the respec-
tive net asset values next determined. See "Exchange Privilege."
 
Valuation of Shares Net asset value of the Fund for the prior day generally is
quoted daily in the financial section of most newspapers and is also available
from a Salomon Smith Barney Financial Consultant. See "Valuation of Shares."
 
Dividends and Distributions Dividends from net investment income and distribu-
tions of net realized capital gains, if any, are paid annually. See
"Dividends, Distributions and Taxes."
 
Reinvestment of Dividends Dividends and distributions paid on shares of a
Class will be reinvested automatically, unless otherwise specified by an
investor, in additional shares of the same Class at current net asset value.
Shares acquired by
 
6
<PAGE>
 
Prospectus Summary (continued)
 
dividend and distribution reinvestments will not be subject to any sales charge
or CDSC. Class B shares acquired through dividend and distribution reinvest-
ments will become eligible for conversion to Class A shares on a pro rata
basis. See "Dividends, Distributions and Taxes."
 
Risk Factors and Special Considerations There can be no assurance that the
Fund's investment objective will be achieved. Certain of the investments held
by the Fund and certain of the investment strategies that the Fund may employ
might expose it to certain risks. The investments presenting the Fund with
risks are securities of less well-established companies or companies whose
capitalizations are less than the capitalizations of larger, better-known
companies and foreign securities. In addition, the Fund may assume additional
risk by entering into repurchase agreements, lending portfolio securities and
entering into transactions involving options. See "Investment Objective and
Management Policies."
   
The Fund's Expenses The following expense table lists the costs and expenses an
investor will incur either directly or indirectly as a shareholder of the Fund,
based on the maximum sales charge or maximum CDSC that may be incurred at the
time of purchase or redemption and the Fund's operating expenses for its most
recent fiscal year:     
 
<TABLE>   
<CAPTION>
  Smith Barney Fundamental Value Fund Inc.     Class A Class B Class L Class Y
------------------------------------------------------------------------------
  <S>                                          <C>     <C>     <C>     <C>
  Shareholder Transaction Expenses
    Maximum sales charge imposed on purchases
     (as a percentage of offering price)        5.00%   None    1.00%   None
    Maximum CDSC
      (as a percentage of original cost or
      redemption proceeds, whichever is
      lower)                                    None*   5.00%   1.00%   None
  Annual Fund Operating Expenses
    (as a percentage of average net assets)
    Management fees                             0.75%   0.75%   0.75%   0.75%
    12b-1 fees**                                0.25    1.00    1.00    None
    Other expenses                              0.15    0.17    0.18    0.04
------------------------------------------------------------------------------
  TOTAL FUND OPERATING EXPENSES                 1.15%   1.92%   1.93%   0.79%
------------------------------------------------------------------------------
</TABLE>    
   * Purchases of Class A shares of $500,000 or more will be made at net asset
     value with no sales charge, but will be subject to a CDSC of 1.00% on
     redemptions made within 12 months of purchase.
  ** Upon conversion of Class B shares to Class A shares, such shares will no
     longer be subject to a distribution fee. Class L shares do not have a
     conversion feature and, therefore, are subject to an ongoing distribution
     fee. As a result, long-term shareholders of Class L shares may pay more
     than the economic equivalent of the maximum front-end sales charge
     permitted by the National Association of Securities Dealers, Inc.
 
  Class A shares of the Fund purchased through the Salomon Smith Barney
AssetOne Program will be subject to an annual asset-based fee, payable quarter-
ly, in lieu of the initial sales charge. The fee will vary to a maximum of
1.50%, depending on the amount of assets held through the Program. For more
information, please call a Salomon Smith Barney Financial Consultant.
 
                                                                               7
<PAGE>
 
Prospectus Summary (continued)
   
  The sales charge and CDSC set forth in the above table are the maximum
charges imposed on purchases or redemptions of Fund shares and investors may
actually pay lower or no charges, depending on the amount purchased and, in
the case of Class B, Class L and certain Class A shares, the length of time
the shares are held and whether the shares are held through the Smith Barney
401(k) or ExecChoiceTM Programs. See "Purchase of Shares" and "Redemption of
Shares." Salomon Smith Barney receives an annual 12b-1 service fee of 0.25% of
the value of average daily net assets of Class A shares. Salomon Smith Barney
also receives, with respect to Class B and Class L shares, an annual 12b-1 fee
of 1.00% of the value of average daily net assets of the respective Class,
consisting of a 0.75% distribution fee and a 0.25% service fee. "Other
expenses" in the above table include fees for shareholder services, custodial
fees, legal and accounting fees, printing costs and registration fees.     
 
 Example
 
  The following example is intended to assist an investor in understanding the
various costs that an investor in the Fund will bear directly or indirectly.
The example assumes payment by the Fund of operating expenses at the levels
set forth in the table above. See "Purchase of Shares," "Redemption of Shares"
and "Management of the Fund."
 
<TABLE>   
<CAPTION>
  Smith Barney Fundamental Value Fund Inc.    1 year 3 years 5 years 10 years*
------------------------------------------------------------------------------
  <S>                                         <C>    <C>     <C>     <C>
  An investor would pay the following
  expenses on a $1,000 investment, assuming
  (1) 5.00% annual return and (2) redemption
  at the end of each time period:
    Class A..................................  $61     $85    $110     $183
    Class B..................................   69      90     114      205
    Class L..................................   39      70     113      233
    Class Y..................................    8      25      44       98
  An investor would pay the following
  expenses on the same investment, assuming
  the same annual return and no redemption:
    Class A..................................  $61     $85    $110     $183
    Class B..................................   19      60     104      205
    Class L..................................   29      70     113      233
    Class Y..................................    8      25      44       98
------------------------------------------------------------------------------
</TABLE>    
* Ten-year figures assume conversion of Class B shares to Class A shares at
  the end of the eighth year following the date of purchase.
 
  The example also provides a means for the investor to compare expense levels
of funds with different fee structures over varying investment periods. To
facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, the Fund's actual return will vary and may be
greater or less than 5.00%. This example should not be considered a represen-
tation of past or future expenses and actual expenses may be greater or less
than those shown.
 
8
<PAGE>
 
 
 
 
                      [This page intentionally left blank]
 
 
 
                                                                               9
<PAGE>
 
Financial Highlights
 
  The following information has been audited by Deloitte & Touche LLP, indepen-
dent auditors, whose report thereon appears in the Fund's Annual Report. The
information set out below should be read in conjunction with the financial
statements and related notes that also appear in the Fund's Annual Report dated
September 30, 1998, which is incorporated by reference into the Statement of
Additional Information.
 
For a share of each class of capital stock outstanding throughout each year:
 
<TABLE>   
<CAPTION>
                             For the fiscal years ended
Smith Barney Fundamental           September 30,
Value Fund Inc.           -------------------------------------
Class A Shares            1998(1)    1997   1996   1995   1994
----------------------------------------------------------------
<S>                       <C>       <C>     <C>    <C>    <C>
Net Asset Value,
 Beginning of Year        $11.37     $9.31  $8.66  $8.20  $8.42
----------------------------------------------------------------
Income From Operations:
 Net investment income      0.09      0.11   0.20   0.17   0.09
 Net realized and
  unrealized gains         (0.76)     2.52   1.01   1.23   0.30
----------------------------------------------------------------
Total Income (Loss) From
 Operations                (0.67)     2.63   1.21   1.40   0.39
----------------------------------------------------------------
Less Distributions From:
 Net investment income     (0.11)    (0.13) (0.19) (0.13) (0.08)
 Net realized gains        (0.52)    (0.44) (0.37) (0.81) (0.53)
----------------------------------------------------------------
Total Distributions        (0.63)    (0.57) (0.56) (0.94) (0.61)
----------------------------------------------------------------
Net Asset Value, End of
 Year                     $10.07    $11.37  $9.31  $8.66  $8.20
----------------------------------------------------------------
Total Return               (6.04)%   29.53% 14.73% 19.94%  4.92%
----------------------------------------------------------------
Net Assets, End of Year
 (millions)                 $521      $606   $458  $ 386  $ 265
----------------------------------------------------------------
Ratios to Average Net
 Assets:
 Expenses                   1.15%     1.14%  1.22%  1.34%  1.30%
 Net investment income      0.81      1.14   2.32   2.19   1.90
----------------------------------------------------------------
Portfolio Turnover Rate       41%       46%    57%    45%   108%
----------------------------------------------------------------
</TABLE>    
    
 (1) Per share amounts have been calculated using the monthly average shares
     method, rather than the undistributed net investment income method,
     because it more accurately reflects the per share data for the period.
         
10
<PAGE>
 
Financial Highlights (continued)
 
 
 
<TABLE>   
<CAPTION>
                For the fiscal years ended September 30,
--------------------------------------------------------------------------------------------------
     1993            1992                   1991                    1990                    1989
--------------------------------------------------------------------------------------------------
     <S>             <C>                    <C>                    <C>                      <C>
     $7.22           $6.47                  $5.34                   $7.15                   $6.23
--------------------------------------------------------------------------------------------------
      0.07            0.11                   0.15                    0.16                    0.17
      1.65            0.78                   1.50                   (1.22)                   1.18
--------------------------------------------------------------------------------------------------
      1.72            0.89                   1.65                   (1.06)                   1.35
--------------------------------------------------------------------------------------------------
     (0.06)          (0.14)                 (0.23)                  (0.18)                  (0.10)
     (0.46)             --                  (0.29)                  (0.57)                  (0.33)
--------------------------------------------------------------------------------------------------
     (0.52)          (0.14)                 (0.52)                  (0.75)                  (0.43)
--------------------------------------------------------------------------------------------------
     $8.42           $7.22                  $6.47                   $5.34                   $7.15
--------------------------------------------------------------------------------------------------
     25.23%          14.01%                 33.47%                 (16.25)%                 23.26%
--------------------------------------------------------------------------------------------------
      $123             $78                    $59                     $63                     $89
--------------------------------------------------------------------------------------------------
      1.45%           1.28%                  1.30%                   1.20%                   1.10%
      1.00            1.57                   2.24                    2.40                    2.50
--------------------------------------------------------------------------------------------------
       111%            142%                   116%                     94%                     62%
--------------------------------------------------------------------------------------------------
</TABLE>    
 
                                                                              11
<PAGE>
 
Financial Highlights (continued)
 
For a share of each class of capital stock outstanding throughout each year:
 
<TABLE>   
<CAPTION>
Smith Barney Fundamental
Value Fund Inc.                For the Fiscal Years Ended September 30,
                                    -------------------------------------------
Class B Shares                 1998(2)    1997   1996   1995   1994   1993(1)
-------------------------------------------------------------------------------
<S>                            <C>       <C>     <C>    <C>    <C>    <C>
Net Asset Value, Beginning of
  Year                         $11.31     $9.26  $8.62  $8.16  $8.37   $7.31
-------------------------------------------------------------------------------
Income From Operations:
 Net investment income            --       0.03   0.13   0.12   0.09    0.05
 Net realized and unrealized
   gains                        (0.75)     2.52   1.01   1.23   0.25    1.52
-------------------------------------------------------------------------------
Total Income (Loss)             (0.75)     2.55   1.14   1.35   0.34    1.57
From Operations
-------------------------------------------------------------------------------
Less Distributions From:
 Net investment income          (0.03)    (0.06) (0.13) (0.08) (0.02)  (0.05)
 Net realized gains             (0.52)    (0.44) (0.37) (0.81) (0.53)  (0.46)
-------------------------------------------------------------------------------
Total Distributions             (0.55)    (0.50) (0.50) (0.89) (0.55)  (0.51)
-------------------------------------------------------------------------------
Net Asset Value, End of Year   $10.01    $11.31  $9.26  $8.62  $8.16   $8.37
-------------------------------------------------------------------------------
Total Return                    (6.79)%   28.62% 13.82% 19.19%  4.21%  22.82%++
-------------------------------------------------------------------------------
Net Assets, End of Year (mil-
  lions)                         $716      $930   $704   $539   $361    $114
-------------------------------------------------------------------------------
Ratios to Average Net Assets:
 Expenses                        1.92%     1.90%  1.97%  2.09%  2.06%   2.26%+
 Net investment income           0.04      0.38   1.56   1.44   1.13    0.19+
-------------------------------------------------------------------------------
Portfolio Turnover Rate            41%       46%    57%    45%   108%    111%
-------------------------------------------------------------------------------
</TABLE>    
 (1) For the period from November 6, 1992 (inception date) to September 30,
    1993.
    
 (2) Per share amounts have been calculated using the monthly average shares
    method, rather than the undistributed net investment income method,
    because it more accurately reflects the per share data for the period.
           
 ++ Total return is not annualized, as it may not be representative of the
    total return for the year.     
 +  Annualized.
 
12
<PAGE>
 
Financial Highlights (continued)
 
For a share of each class of capital stock outstanding throughout each year:
 
<TABLE>   
<CAPTION>
Smith Barney Fundamental
Value Fund Inc.                For the Fiscal Years Ended September 30,
                                   --------------------------------------------
Class L Shares(1)              1998(2)    1997   1996   1995   1994   1993(3)
-------------------------------------------------------------------------------
<S>                            <C>       <C>     <C>    <C>    <C>    <C>
Net Asset Value, Beginning of
  Year                         $11.30     $9.26  $8.62  $8.16  $8.37   $8.15
-------------------------------------------------------------------------------
Income From Operations:
 Net investment income            --       0.03   0.14   0.12   0.05    0.00
 Net realized and unrealized
   gains                        (0.74)     2.51   1.00   1.24   0.29    0.22
-------------------------------------------------------------------------------
Total Income (Loss)             (0.74)     2.54   1.14   1.36   0.34    0.22
From Operations
-------------------------------------------------------------------------------
Less Distributions From:
 Net investment income          (0.03)    (0.06) (0.13) (0.09) (0.02)     --
 Net realized gains             (0.52)    (0.44) (0.37) (0.81) (0.53)     --
-------------------------------------------------------------------------------
Total Distributions             (0.55)    (0.50) (0.50) (0.90) (0.55)     --
-------------------------------------------------------------------------------
Net Asset Value, End of Year   $10.01    $11.30  $9.26  $8.62  $8.16   $8.37
-------------------------------------------------------------------------------
Total Return                    (6.70)%   28.52% 13.82% 19.33%  4.24%   2.70%++
-------------------------------------------------------------------------------
Net Assets, End of Year (mil-
  lions)                       $ 57.4    $ 71.9  $44.5  $21.8   $1.7    $0.3
-------------------------------------------------------------------------------
Ratios to Average Net Assets:
 Expenses                        1.93%     1.92%  1.96%  2.09%  2.23%   2.25%+
 Net investment income           0.03      0.36   1.52   1.44   0.96    0.20+
-------------------------------------------------------------------------------
Portfolio Turnover Rate            41%       46%    57%    45%   108%    111%
-------------------------------------------------------------------------------
</TABLE>    
    
 (1) On June 12, 1998 Class C shares were renamed Class L shares.     
    
 (2) Per share amounts have been calculated using the monthly average shares
    method, rather than the undistributed net investment income method,
    because it more accurately reflects the per share data for the period.
           
 (3) For the period from August 10, 1993 (inception date) to September 30,
    1993.     
           
 ++ Total return is not annualized, as it may not be representative of the
    total return for the year.     
 +  Annualized.
 
                                                                              13
<PAGE>
 
Financial Highlights (continued)
 
For a share of each class of capital stock outstanding throughout each year:
 
Smith Barney Fundamental Value Fund Inc.
 
<TABLE>   
<CAPTION>
Class Y Shares                      1998(1)     1997  1996(2)
----------------------------------------------------------------
<S>                                 <C>       <C>     <C>
Net Asset Value, Beginning of Year  $11.40     $9.32   $8.54
----------------------------------------------------------------
Income From Operations:
 Net investment income                0.12      0.14    0.23
 Net realized and unrealized gains   (0.74)     2.54    0.55
----------------------------------------------------------------
Total Income (Loss) From Operations  (0.62)     2.68    0.78
----------------------------------------------------------------
Less Distributions From:
 Net investment income               (0.16)    (0.16)     --
 Net realized gains                  (0.52)    (0.44)     --
----------------------------------------------------------------
Total Distributions                  (0.68)    (0.60)     --
----------------------------------------------------------------
Net Asset Value, End of Year        $10.10    $11.40   $9.32
----------------------------------------------------------------
Total Return                         (6.78)%   30.06%   9.13%*++
----------------------------------------------------------------
Net Assets, End of Year (millions)     $63      $109     $45
----------------------------------------------------------------
Ratios to Average Net Assets:
 Expenses                             0.79%     0.78%   0.75%+
 Net investment income                1.15      1.48    2.58+
----------------------------------------------------------------
Portfolio Turnover Rate                 41%       46%     57%
----------------------------------------------------------------
</TABLE>    
    
 (1) Per share amounts have been calculated using the monthly average shares
    method, rather than the undistributed net investment income method,
    because it more accurately reflects the per share data for the period.
           
 (2) For the period from January 31, 1996 (inception date) to September 30,
    1996.     
           
 *  During November 1995 Class Y shares were fully redeemed, therefore
    performance for Class Y shares represents performance for the period
    beginning January 31, 1996, which represents the date new share purchases
    were made into this Class.     
 ++ Total return is not annualized, as it may not be representative of the
    total return for the year.
 +  Annualized.
 
14
<PAGE>
 
Investment Objective and Management Policies
 
  The Fund's primary objective is long-term capital growth. Current income is
only a secondary consideration. The Fund's primary objective is fundamental and
may not be changed without the approval of the holders of a majority of the
Fund's outstanding shares. There is no guarantee that the Fund will achieve its
investment objective.
 
  The Fund seeks to achieve its primary investment objective by investing in a
diversified portfolio of common stocks and common stock equivalents, including
preferred stocks and other securities convertible into common stocks. The Fund
also invests to a lesser extent in bonds and other debt instruments.
 
  In pursuing the Fund's investment objective, MMC emphasizes securities which,
in its judgment, are undervalued in the marketplace and, accordingly, have
above-average capital growth potential. In general, the Fund invests in securi-
ties of companies which are temporarily unpopular among investors but which MMC
regards as possessing favorable prospects for earnings growth and/or improve-
ments in the value of their assets and, consequently, as having a reasonable
likelihood of experiencing a recovery in market price.
 
  When MMC believes that a defensive investment posture is warranted or when
opportunities for capital growth do not appear attractive, the Fund may tempo-
rarily invest all or a portion of its assets in short-term money market instru-
ments, including repurchase agreements with respect to those instruments. The
Fund is authorized to borrow money in an amount up to 10% of its total assets
for temporary or emergency purposes.
 
  Further information about the Fund's investment policies, including a list of
those restrictions on its investment activities that cannot be changed without
the approval of the Fund's shareholders, appears in the Statement of Additional
Information.
 
 Risk Factors and Special Considerations
 
  An investment in the Fund includes certain risks and special considerations,
such as those described below:
 
  Short-Term Investments. As noted above, in certain circumstances the Fund may
invest in short-term money market instruments, such as obligations of the U.S.
government, its agencies and instrumentalities ("U.S. government securities"),
high-quality commercial paper and bank certificates of deposit and time depos-
its, and may engage in repurchase agreement transactions with respect to such
instruments.
 
  Repurchase Agreements. The Fund may enter into repurchase agreements with
certain member banks of the Federal Reserve System and certain dealers on the
Federal Reserve Bank of New York's list of reporting dealers. Under the terms
of a typical repurchase agreement, the Fund would acquire securities for a rel-
atively
 
                                                                              15
<PAGE>
 
Investment Objective and Management Policies (continued)
 
short period (usually not more than one week) subject to an obligation of the
seller to repurchase, and the Fund to resell, the securities at an agreed-upon
price and time, thereby determining the yield during the Fund's holding peri-
od. This arrangement results in a fixed rate of return that is not subject to
market fluctuations during the Fund's holding period. Repurchase agreements
could involve certain risks in the event of default or insolvency of the other
party, including possible delays or restrictions upon the Fund's ability to
dispose of the underlying securities, the risk of a possible decline in the
value of the underlying securities during the period in which the Fund seeks
to assert its rights to them, the risk of incurring expenses associated with
asserting those rights and the risk of losing all or part of the income from
the agreement. MMC, acting under the supervision of the Board of Directors,
reviews on an ongoing basis the value of the collateral and the creditworthi-
ness of those dealers and banks with which the Fund enters into repurchase
agreements to evaluate potential risks.
 
  Lending of Portfolio Securities. Consistent with applicable regulatory
requirements, the Fund may lend its portfolio securities to brokers, dealers
and other financial organizations. Loans of portfolio securities by the Fund
will be collateralized by cash, letters of credit or U.S. government securi-
ties which are maintained at all times in an amount equal to at least 100% of
the current market value of the loaned securities. The risks in lending port-
folio securities, like those associated with other extensions of secured cred-
it, consist of possible delays in receiving additional collateral or in the
recovery of the securities or possible loss of rights in the collateral should
the borrower fail financially. Loans will be made to firms deemed by MMC to be
of good standing and will not be made unless, in the judgment of MMC, the con-
sideration to be earned from such loans would justify the risk.
 
  Options on Securities. The Fund may write covered call options with respect
to its portfolio securities. The Fund realizes a fee (referred to as a "premi-
um") for granting the rights evidenced by a call option. A call option embod-
ies the right of its purchaser to compel the writer of the option to sell to
the option holder an underlying security at a specified price at any time dur-
ing the option period. Thus, the purchaser of a call option written by the
Fund has the right to purchase from the Fund the underlying security owned by
the Fund at the agreed-upon price for a specified time period.
 
  Upon the exercise of a call option written by the Fund, the Fund may suffer
a loss equal to the excess of the security's market value at the time of the
option exercise over the Fund's cost of the security, less the premium
received for writing the option.
 
  The Fund will write only covered options with respect to its portfolio secu-
rities. Accordingly, whenever the Fund writes a call option on its securities,
it will continue to own or have the present right to acquire the underlying
security for as long
 
16
<PAGE>
 
Investment Objective and Management Policies (continued)
 
as it remains obligated as the writer of the option. To support its obligation
to purchase the underlying security if a call option is exercised, the Fund
will either (a) maintain in a segregated account with its custodian, cash or
equity and debt securities of any grade provided such securities have been
determined by MMC to be liquid, unencumbered and marked to market daily pursu-
ant to guidelines established by the Board of Directors ("eligible segregated
assets") having a value at least equal to the exercise price of the underlying
securities or (b) continue to own an equivalent number of puts of the same
"series" (that is, puts on the same underlying security) with exercise prices
greater than those that it has written (or, if the exercise prices of the puts
that it holds are less than the exercise prices of those that it has written,
it will deposit the difference with its custodian in a segregated account).
 
  The Fund may engage in a closing purchase transaction to realize a profit,
to prevent an underlying security from being called or to unfreeze an under-
lying security (thereby permitting its sale or the writing of a new option on
the security prior to the outstanding option's expiration). To effect a clos-
ing purchase transaction, the Fund would purchase, prior to the holder's exer-
cise of an option that the Fund has written, an option of the same series as
that on which the Fund desires to terminate its obligation. The obligation of
the Fund under an option that it has written would be terminated by a closing
purchase transaction, but the Fund would not be deemed to own an option as a
result of the transaction. There can be no assurances that the Fund will be
able to effect closing purchase transactions at a time when it wishes to do
so. To facilitate closing purchase transactions, however, the Fund ordinarily
will write options only if a secondary market for the options exists on a
domestic securities exchange or in the over-the-counter market.
   
  The Fund may also, for hedging purposes, purchase put options on securities
traded on national securities exchanges as well as in the over-the-counter
market. The Fund may purchase put options on particular securities in order to
protect against a decline in the market value of the underlying securities
below the exercise price less the premium paid for the option. The ability to
purchase put options allows the Fund to protect the unrealized gain on an
appreciated security in its portfolio without actually selling the security.
Prior to expiration, most options may be sold in a closing sale transaction.
Profit or loss from such a sale will depend on whether the amount received is
more or less than the premium paid for the option plus the related transaction
cost.     
   
  In addition, the Fund may, for hedging purposes and/or to generate income,
write put options on securities traded on national securities exchanges. Writ-
ing a put option could force the Fund to purchase securities at inopportune
times or for prices higher or lower than the current market value.     
 
  The Fund may purchase options and write put options in the over-the-counter
market ("OTC options") to the same extent that it may engage in transactions
in
 
                                                                             17
<PAGE>
 
Investment Objective and Management Policies (continued)
 
exchange traded options. OTC options differ from exchange traded options in
that they are negotiated individually and terms of the contract are not stan-
dardized as in the case of exchange traded options. Moreover, because there is
no clearing corporation involved in an OTC option, there is a risk of non-per-
formance by the counterparty to the option. However, OTC options generally are
more available for securities in a wider range of expiration dates and exercise
prices than exchange traded options. It is the current position of the staff of
the SEC that OTC options (and securities underlying the OTC options) are illiq-
uid securities. Accordingly, the Fund will treat OTC options as subject to the
Fund's limitation on illiquid securities until such time as there is a change
in the SEC's position.
 
  Options on Broad-Based Domestic Stock Indexes. The Fund may, for hedging pur-
poses only, write call options and purchase put options on broad-based domestic
stock indexes and enter into closing transactions with respect to such options.
The Fund may also, for hedging purposes and/or to generate income, write put
options on stock indexes. Options on stock indexes are similar to options on
securities except that, rather than having the right to take or make delivery
of stock at the specified exercise price, an option on a stock index gives the
holder the right to receive, upon exercise of the option, an amount of cash if
the closing level of the stock index upon which the option is based is "in the
money." This amount of cash is equal to the difference between the closing
level of the index and the exercise price of the option, expressed in dollars
times a specified multiple. The writer of the option is obligated, in return
for the premium received, to make delivery of this amount. Unlike stock
options, all settlements are in cash, and gain or loss depends on price move-
ments in the stock market generally rather than price movements in the individ-
ual stocks.
 
  The effectiveness of purchasing puts and writing calls on stock index options
depends to a large extent on the ability of MMC to predict the price movement
of the stock index selected. Therefore, whether the Fund realizes a gain or
loss from the purchase of options on an index depends upon movements in the
level of stock prices in the stock market generally. Additionally, because
exercises of index options are settled in cash, a call writer such as the Fund
cannot determine the amount of the settlement obligations in advance and it
cannot provide in advance for, or cover, its potential settlement obligations
by acquiring and holding the underlying securities. When the Fund has written
the call, there is also a risk that the market may decline between the time the
Fund has a call exercised against it, at a price which is fixed as of the clos-
ing level of the index on the date of exercise, and the time the Fund is able
to exercise the closing transaction with respect to the long call position it
holds.
 
  Futures Contracts and Options on Futures Contracts. A futures contract pro-
vides for the future sale by one party and the purchase by the other party of a
certain amount of a specified security at a specified price, date, time and
place. The
 
18
<PAGE>
 
Investment Objective and Management Policies (continued)
 
Fund may enter into futures contracts to sell securities when MMC believes that
the value of the Fund's securities will decrease. An option on a futures con-
tract, as contrasted with the direct investment in a futures contract, gives
the purchaser the right, in return for the premium paid, to assume a position
in a futures contract at a specified exercise price at any time prior to the
expiration date of the option. A call option gives the purchaser of the option
the right to enter into a futures contract to buy and obliges the writer to
enter into a futures contract to sell the underlying securities. A put option
gives the purchaser the right to sell and obliges the writer to buy the under-
lying contract. The Fund may enter into futures contracts to purchase securi-
ties when MMC anticipates purchasing the underlying securities and believes
that prices will rise before the purchases will be made. When the Fund enters
into a futures contract to purchase an underlying security, eligible segregated
assets equal to the market value of the contract will be deposited in a segre-
gated account with the Fund's custodian to collateralize the position, thereby
insuring that the use of the contract is unleveraged. The Fund will not enter
into futures contracts for speculation and will only enter into futures con-
tracts that are traded on a U.S. exchange or board of trade.
 
  The Fund may purchase options on futures contracts to hedge its portfolio
against the risk of a decline in the market value of securities held, and may
purchase call options on futures contracts to hedge against an increase in the
price of securities it is committed to purchase. The Fund may write put and
call options on futures contracts in entering into closing sale transactions
and to increase its ability to hedge against changes in the market value of the
securities it holds or is committed to purchase. The Fund will write put and
call options only on futures contracts that are traded on a domestic exchange
or board of trade.
 
  In entering into transactions involving futures contracts and options on
futures contracts, the Fund will comply with applicable requirements of the
Commodities Futures Trading Commission (the "CFTC") which require that its
transactions in futures and options be engaged in for "bona fide hedging" pur-
poses or other permitted purposes, provided that aggregate initial margin
deposits and premiums required to establish positions, other than those consid-
ered by the CFTC to be "bona fide hedging," will not exceed 5% of the Fund's
net asset value, after taking into account unrealized profits and unrealized
losses on any such contracts.
 
  Portfolio Transactions. Portfolio securities transactions or options on
behalf of the Fund are placed by MMC with a number of brokers and dealers,
including Salomon Smith Barney. Salomon Smith Barney has advised the Fund that,
in transactions with the Fund, Salomon Smith Barney charges a commission rate
at least as favorable as the rate Salomon Smith Barney charges its comparable
unaffiliated customers in similar transactions.
 
  Foreign Securities and American Depositary Receipts. The Fund can invest up
to 25% of its assets in foreign securities and American Depositary Receipts
 
                                                                              19
<PAGE>
 
Investment Objective and Management Policies (continued)
   
("ADRs"). ADRs are dollar-denominated receipts issued generally by domestic
banks representing the deposit with the bank of a security of a foreign issuer.
ADRs are publicly traded on exchanges or over-the-counter in the United States.
    
  Year 2000. The investment management services provided to the Fund by MMC and
the services provided to shareholders by Salomon Smith Barney depend on the
smooth functioning of their computer systems. Many computer software systems in
use today cannot recognize the year 2000, but revert to 1900 or some other
date, due to the manner in which dates were encoded and calculated. That
failure could have a negative impact on the Fund's operations, including the
handling of securities trades, pricing and account services. MMC and Salomon
Smith Barney have advised the Fund that they have been reviewing all of their
computer systems and actively working on necessary changes to their systems to
prepare for the year 2000 and expect that their systems will be compliant
before that date. In addition, MMC has been advised by the Fund's custodian,
distributor, transfer agent and accounting service agent that they are also in
the process of modifying their systems with the same goal. There can, however,
be no assurance that MMC, Salomon Smith Barney or any other service provider
will be successful, or that interaction with other non-complying computer
systems will not impair Fund services at that time.
 
  In addition, the ability of issuers to make timely payments of interest and
principal or to continue their operations or services may be impaired by the
inadequate preparation of their computer systems for the year 2000. This may
adversely affect the market values of securities of specific issuers or of
securities generally if the inadequacy of preparation is perceived as
widespread or as affecting trading markets.
 
Valuation of Shares
 
  The Fund's net asset value per share is determined as of the close of regular
trading on the NYSE on each day that the NYSE is open, by dividing the value of
the Fund's net assets attributable to each Class by the total number of shares
of the Class outstanding.
 
  Generally, the Fund's investments are valued at market value or, in the
absence of a market value with respect to any securities, at fair value as
determined by or under the direction of the Fund's Board of Directors. Short-
term investments that mature in 60 days or less are valued at amortized cost
whenever the Directors determine that amortized cost is fair value. Amortized
cost involves valuing an investment at its cost initially and, thereafter,
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the investment. Further information regarding the Fund's valuation policies is
contained in the Statement of Additional Information.
 
20
<PAGE>
 
Dividends, Distributions and Taxes
 
 
 Dividends and Distributions
 
  The Fund's policy is to distribute substantially all its net investment
income (that is, its net income other than its net realized capital gains) and
net realized capital gains, if any, once a year, normally at the end of the
year in which earned or at the beginning of the next year.
 
  If a shareholder does not otherwise instruct, dividends and capital gain
distributions will be reinvested automatically in additional shares of the
same Class at net asset value, subject to no sales charge or CDSC. In order to
avoid the application of a 4.00% nondeductible excise tax on certain undis-
tributed amounts of ordinary income and capital gains, the Fund may make an
additional distribution shortly before December 31 in each year of any undis-
tributed ordinary income or capital gains and expects to pay any other divi-
dends and distributions necessary to avoid the application of this tax.
 
  The per share dividends on Class B and Class L shares of the Fund may be
lower than the per share dividends on Class A and Class Y shares principally
as a result of the distribution fee applicable with respect to Class B and
Class L shares. The per share dividends on Class A shares of the Fund may be
lower than the per share dividends on Class Y shares principally as a result
of the service fee applicable to Class A shares. Distributions of capital
gains, if any, will be in the same amount for Class A, Class B, Class L and
Class Y shares.
 
 Taxes
 
  The Fund has qualified and intends to continue to qualify each year as a
regulated investment company under the Code. Dividends paid from net invest-
ment income and distributions of net realized short-term capital gains are
taxable to shareholders as ordinary income, regardless of how long sharehold-
ers have held their Fund shares and whether such dividends and distributions
are received in cash or reinvested in additional Fund shares. Distributions of
net realized long-term capital gains will be taxable to shareholders as long-
term capital gains, regardless of how long shareholders have held Fund shares
and whether such distributions are received in cash or are reinvested in addi-
tional Fund shares. Furthermore, as a general rule, a shareholder's gain or
loss on a sale or redemption of Fund shares will be a long-term capital gain
or loss if the shareholder has held the shares for more than one year and will
be a short-term capital gain or loss if the shareholder has held the shares
for one year or less. Some of the Fund's dividends declared from net invest-
ment income may qualify for the Federal dividends-received deduction for cor-
porations.
 
  Statements as to the tax status of each shareholder's dividends and distri-
butions are mailed annually. Each shareholder also will receive, if appropri-
ate, various written notices after the close of the Fund's prior taxable year
as to the Federal income tax status of his or her dividends and distributions
which were received from the
 
                                                                             21
<PAGE>
 
Dividends, Distributions and Taxes (continued)
 
Fund during the Fund's prior taxable year. Shareholders should consult their
tax advisors about the status of the Fund's dividends and distributions for
state and local tax liabilities.
 
Purchase of Shares
 
 
 Sales Charge Alternatives
 
  The following Classes of shares are available for purchase through this Pro-
spectus. See "Prospectus Summary--Alternative Purchase Arrangements" for a dis-
cussion of factors to consider in selecting which Class of shares to purchase.
 
  Class A Shares. Class A shares are sold to investors at the public offering
price, which is the net asset value plus an initial sales charge as follows:
 
<TABLE>
<CAPTION>
                            Sales         Sales         Dealer's
                          Charge as     Charge as     Reallowance
                           a % of        a % of         as % of
  Amount of Investment   Transaction Amount Invested Offering Price
-------------------------------------------------------------------
  <S>                    <C>         <C>             <C>
  Less than $25,000         5.00%         5.26%           4.50%
  $25,000 - $49,999         4.00          4.17            3.60
  $50,000 - $99,999         3.50          3.63            3.15
  $100,000 - $249,999       3.00          3.09            2.70
  $250,000 - $499,999       2.00          2.04            1.80
  $500,000 and over           *             *              *
</TABLE>
--------------------------------------------------------------------------------
* Purchases of Class A shares of $500,000 or more will be made at net asset
  value without any initial sales charge, but will be subject to a CDSC of
  1.00% on redemptions made within 12 months of purchase. The CDSC on Class A
  shares is payable to Salomon Smith Barney, which compensates Salomon Smith
  Barney Financial Consultants and other dealers whose clients make purchases
  of $500,000 or more. The CDSC is waived in the same circumstances in which
  the CDSC applicable to Class B and Class L shares is waived. See "Deferred
  Sales Charge Provisions" and "Waivers of CDSC."
 
  Members of the selling group may receive up to 90% of the sales charge and
may be deemed to be underwriters of the Fund as defined in the Securities Act
of 1933, as amended (the "1933 Act"). The reduced sales charges shown above
apply to the aggregate of purchases of Class A shares of the Fund made at one
time by "any person," which includes an individual and his or her immediate
family, or a trustee or other fiduciary of a single trust estate or single
fiduciary account.
 
  Class B Shares. Class B shares are sold without an initial sales charge but
are subject to a CDSC payable upon certain redemptions. See "Deferred Sales
Charge Provisions" below.
 
  Class L Shares. Class L shares are sold with an initial sales charge of 1.00%
(which is equal to 1.01% of the amount invested) and are subject to a CDSC pay-
able upon certain redemptions. See "Deferred Sales Charge Provisions" below.
Until June 22, 2001 purchases of Class L shares by investors who were holders
of
 
22
<PAGE>
 
Purchase of Shares (continued)
   
Class C shares of this Fund or other Smith Barney Mutual Funds on June 12,
1998 will not be subject to the 1.00% initial sales charge.     
 
  Class Y Shares. Class Y shares are sold without an initial sales charge or
CDSC and are available only to investors investing a minimum of $15,000,000
(except purchase of Class Y shares by Smith Barney Concert Allocation Series
Inc., for which there is no minimum purchase amount).
 
 General
   
  Investors may purchase shares from a Salomon Smith Barney Financial Consul-
tant or a Dealer Representative. In addition, certain investors, including
qualified retirement plans purchasing through certain Dealer Representatives,
may purchase shares directly from the Fund. When purchasing shares of the
Fund, investors must specify whether the purchase is for Class A, Class B,
Class L or Class Y shares. Salomon Smith Barney and Dealer Representatives may
charge their customers an annual account maintenance fee in connection with a
brokerage account through which an investor purchases or holds shares.
Accounts held directly at the Transfer Agent are not subject to a maintenance
fee.     
 
  Investors in Class A, Class B and Class L shares may open an account in the
Fund by making an initial investment of at least $1,000 for each account, or
$250 for an IRA or a Self-Employed Retirement Plan, in the Fund. Investors in
Class Y shares may open an account by making an initial investment of
$15,000,000. Subsequent investments of at least $50 may be made for all Clas-
ses. For participants in retirement plans qualified under Section 403(b)(7) or
Section 401(c) of the Code, the minimum initial investment requirement for
Class A, Class B and Class L shares and the subsequent investment requirement
for all Classes in the Fund is $25. For shareholders purchasing shares of the
Fund through the Systematic Investment Plan on a monthly basis, the minimum
initial investment requirement for Class A, Class B and Class L shares and
subsequent investment requirement for all Classes is $25. For shareholders
purchasing shares of the Fund through the Systematic Investment Plan on a
quarterly basis, the minimum initial investment required for Class A, Class B
and Class L shares and the subsequent investment requirement for all Classes
is $50. There are no minimum investment requirements for Class A shares for
employees of Citigroup and its subsidiaries, including Salomon Smith Barney,
unitholders who invest distributions from a UIT sponsored by Salomon Smith
Barney, and Directors/Trustees of any of the Smith Barney Mutual Funds and
their spouses and children. The Fund reserves the right to waive or change
minimums, to decline any order to purchase its shares and to suspend the
offering of shares from time to time. Shares purchased will be held in the
shareholder's account by the Transfer Agent. Share certificates are issued
only upon a shareholder's written request to the Transfer Agent.
 
  Purchase orders received by the Fund or a Salomon Smith Barney Financial
Consultant prior to the close of regular trading on the NYSE, on any day the
Fund
 
                                                                             23
<PAGE>
 
Purchase of Shares (continued)
 
calculates its net asset value, are priced according to the net asset value
determined on that day (the "trade date"). Orders received by a Dealer Repre-
sentative prior to the close of regular trading on the NYSE on any day the Fund
calculates its net asset value, are priced according to the net asset value
determined on that day, provided the order is received by the Fund or the
Fund's agent prior to its close of business. For shares purchased through Salo-
mon Smith Barney or a Dealer Representative purchasing through Salomon Smith
Barney, payment for Fund shares is due on the third business day after the
trade date. In all other cases, payment must be made with the purchase order.
 
 Systematic Investment Plan
 
  Shareholders may make additions to their accounts at any time by purchasing
shares through a service known as the Systematic Investment Plan. Under the
Systematic Investment Plan, Salomon Smith Barney or the Transfer Agent is
authorized through preauthorized transfers of at least $25 on a monthly basis
or at least $50 on a quarterly basis to charge the shareholder's account held
with a bank or other financial institution on a monthly or quarterly basis as
indicated by the shareholder to provide for systematic additions to the share-
holder's Fund account. A shareholder who has insufficient funds to complete the
transfer will be charged a fee of up to $25 by Salomon Smith Barney or the
Transfer Agent. The Systematic Investment Plan also authorizes Salomon Smith
Barney to apply cash held in the shareholder's Salomon Smith Barney brokerage
account or redeem the shareholder's shares of a Smith Barney money market fund
to make additions to the account. Additional information is available from the
Fund or a Salomon Smith Barney Financial Consultant.
 
 Sales Charge Waivers And Reductions
 
 Initial Sales Charge Waivers
 
  Purchases of Class A shares may be made at net asset value without a sales
charge in the following circumstances: (a) sales to (i) Board Members and
employees of Citigroup and its subsidiaries and any Citigroup affiliated funds
including the Smith Barney Mutual Funds (including retired Board Members and
employees); the immediate families of such persons (including the surviving
spouse of a deceased Board Member or employee); and to a pension, profit-shar-
ing or other benefit plan for such persons and (ii) employees of members of the
National Association of Securities Dealers, Inc., provided such sales are made
upon the assurance of the purchaser that the purchase is made for investment
purposes and that the securities will not be resold except through redemption
or repurchase, (b) offers of Class A shares to any other investment company to
effect the combination of such company with the Fund by merger, acquisition of
assets or otherwise; (c) purchases of Class A shares by any client of a newly
employed Salomon Smith Barney Financial Consultant (for a period up to 90 days
from the commencement of the Financial Consul-
 
24
<PAGE>
 
Purchase of Shares (continued)
   
tant's employment with Salomon Smith Barney), on the condition the purchase of
Class A shares is made with the proceeds of the redemption of shares of a
mutual fund which (i) was sponsored by the Financial Consultant's prior employ-
er, (ii) was sold to the client by the Financial Consultant and (iii) was sub-
ject to a sales charge; (d) purchases by shareholders who have redeemed Class A
shares in the Fund (or Class A shares of another Smith Barney Mutual Fund that
is offered with a sales charge) and who wish to reinvest their redemption pro-
ceeds in the Fund, provided the reinvestment is made within 60 calendar days of
the redemption; (e) purchases by accounts managed by registered investment
advisory subsidiaries of Citigroup; (f) direct rollovers by plan participants
of distributions from a 401(k) plan offered to employees of Citigroup or its
subsidiaries or a 401(k) plan enrolled in the Smith Barney 401(k) Program
(Note: subsequent investments will be subject to the applicable sales charge);
(g) purchases by separate accounts used to fund certain unregistered variable
annuity contracts; (h) investments of distributions from a UIT sponsored by
Salomon Smith Barney; (i) purchases by investors participating in a Salomon
Smith Barney fee-based arrangement; and (j) purchases by Section 403(b) or Sec-
tion 401(a) or (k) accounts associated with Copeland Retirement Programs. In
order to obtain such discounts, the purchaser must provide sufficient informa-
tion at the time of purchase to permit verification that the purchase would
qualify for the elimination of the sales charge.     
 
 Right of Accumulation
   
  Class A shares of the Fund may be purchased by "any person" (as defined
above) at a reduced sales charge or at net asset value determined by aggregat-
ing the dollar amount of the new purchase and the total net asset value of all
Class A shares of the Fund and of other Smith Barney Mutual Funds offered with
a sales charge as currently listed under "Exchange Privilege" then held by such
person and applying the sales charge applicable to such aggregate. In order to
obtain such discount, the purchaser must provide sufficient information at the
time of purchase to permit verification that the purchase qualifies for the
reduced sales charge. The right of accumulation is subject to modification or
discontinuance at any time with respect to all shares purchased thereafter.
    
 Letter of Intent
 
  Class A Shares. A Letter of Intent for an amount of $50,000 or more provides
an opportunity for an investor to obtain a reduced sales charge by aggregating
investments over a 13 month period, provided that the investor refers to such
Letter when placing orders. For purposes of a Letter of Intent, the "Amount of
Investment" as referred to in the preceding sales charge table includes (i) all
Class A shares of the Fund and other Smith Barney Mutual Funds offered with a
sales charge acquired during the term of the Letter plus (ii) the value of all
Class A shares previously purchased and still owned. Each investment made dur-
ing the period receives the
 
                                                                              25
<PAGE>
 
Purchase of Shares (continued)
 
reduced sales charge applicable to the total amount of the investment goal. If
the goal is not achieved within the period, the investor must pay the differ-
ence between the sales charges applicable to the purchases made and the charges
previously paid, or an appropriate number of escrowed shares will be redeemed.
The term of the Letter will commence upon the date the Letter is signed, or at
the option of the investor, up to 90 days before such date. Please contact a
Salomon Smith Barney Financial Consultant or the Transfer Agent to obtain a
Letter of Intent application.
 
  Class Y Shares. A Letter of Intent may also be used as a way for investors to
meet the minimum investment requirement for Class Y shares (except purchases of
Class Y shares by Smith Barney Concert Allocation Series Inc., for which there
is no minimum purchase amount). Such investors must make an initial minimum
purchase of $5,000,000 in Class Y shares of the Fund and agree to purchase a
total of $15,000,000 of Class Y shares of the Fund within 13 months from the
date of the Letter. If a total investment of $15,000,000 is not made within the
13 month period, all Class Y shares purchased to date will be transferred to
Class A shares, where they will be subject to all fees (including a service fee
of 0.25%) and expenses applicable to the Fund's Class A shares, which may
include a CDSC of 1.00%. Please contact a Salomon Smith Barney Financial Con-
sultant or the Transfer Agent for further information.
 
 Deferred Sales Charge Provisions
 
  "CDSC Shares" are: (a) Class B shares; (b) Class L shares; and (c) Class A
shares that were purchased without an initial sales charge but are subject to a
CDSC. A CDSC may be imposed on certain redemptions of these shares.
 
  Any applicable CDSC will be assessed on an amount equal to the lesser of the
original cost of the shares being redeemed or their net asset value at the time
of redemption. CDSC Shares that are redeemed will not be subject to a CDSC to
the extent that the value of such shares represents: (a) capital appreciation
of Fund assets; (b) reinvestment of dividends or capital gain distributions;
(c) with respect to Class B shares, shares redeemed more than five years after
their purchase; or (d) with respect to Class L shares and Class A shares that
are CDSC Shares, shares redeemed more than 12 months after their purchase.
 
  Class L shares and Class A shares that are CDSC Shares are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. In circumstances in which the
CDSC is imposed on Class B shares, the amount of the charge will depend on the
number of years since the shareholder made the purchase payment from which the
amount is being redeemed. Solely for purposes of determining the number of
years since a purchase payment, all purchase payments made during a month will
be aggregated and deemed to have been made on the last day of the preceding
Salomon Smith Barney statement month. The following table sets forth the rates
of the charge for redemptions of Class B shares by shareholders, except in the
case of
 
26
<PAGE>
 
Purchase of Shares (continued)
 
Class B shares held under the Smith Barney 401(k) Program, as described below.
See "Purchase of Shares--Smith Barney 401(k) and ExecChoice(TM) Programs."
 
<TABLE>
<CAPTION>
      Year Since Purchase
      Payment Was Made      CDSC
---------------------------------
      <S>                   <C>
      First                 5.00%
      Second                4.00
      Third                 3.00
      Fourth                2.00
      Fifth                 1.00
      Sixth and thereafter  0.00
---------------------------------
</TABLE>
   
  Class B shares will convert automatically to Class A shares eight years after
the date on which they were purchased and thereafter will no longer be subject
to any distribution fees. There will also be converted at that time such pro-
portion of Class B Dividend Shares owned by the shareholder as the total number
of his or her Class B shares converting at the time bears to the total number
of outstanding Class B shares (other than Class B Dividend Shares) owned by the
shareholder. See "Prospectus Summary--Alternative Purchase Arrangements--Class
B Shares Conversion Feature."     
 
  The length of time that CDSC Shares acquired through an exchange have been
held will be calculated from the date that the shares exchanged were initially
acquired in one of the other Smith Barney Mutual Funds, and Fund shares being
redeemed will be considered to represent, as applicable, capital appreciation
or dividend and capital gain distribution reinvestments in such other funds.
For Federal income tax purposes, the amount of the CDSC will reduce the gain or
increase the loss, as the case may be, on the amount realized on redemption.
The amount of any CDSC will be paid to Salomon Smith Barney.
 
  To provide an example, assume an investor purchased 100 Class B shares at $10
per share for a cost of $1,000. Subsequently, the investor acquired 5 addi-
tional shares through dividend reinvestment. During the fifteenth month after
the purchase, the investor decided to redeem $500 of his or her investment.
Assuming at the time of the redemption the net asset value had appreciated to
$12 per share, the value of the investor's shares would be $1,260 (105 shares
at $12 per share). The CDSC would not be applied to the amount which represents
appreciation ($200) and the value of the reinvested dividend shares ($60).
Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would be
charged at a rate of 4.00% (the applicable rate for Class B shares) for a total
deferred sales charge of $9.60.
 
 Waivers of CDSC
 
  The CDSC will be waived on: (a) exchanges (see "Exchange Privilege"); (b)
automatic cash withdrawals in amounts equal to or less than 1.00% per month of
the value of the shareholder's shares at the time the withdrawal plan commences
 
                                                                              27
<PAGE>
 
Purchase of Shares (continued)
 
(see "Automatic Cash Withdrawal Plan") (provided, however, that automatic cash
withdrawals in amounts equal to or less than 2.00% per month of the value of
the shareholder's shares will be permitted for withdrawal plans that were
established prior to November 7, 1994); (c) redemptions of shares within 12
months following the death or disability of the shareholder; (d) redemptions
of shares made in connection with qualified distributions from retirement
plans or IRAs upon the attainment of age 59; (e) involuntary redemptions; and
(f) redemptions of shares to effect a combination of the Fund with any invest-
ment company by merger, acquisition of assets or otherwise. In addition, a
shareholder who has redeemed shares from other Smith Barney Mutual Funds may,
under certain circumstances, reinvest all or part of the redemption proceeds
within 60 days and receive pro rata credit for any CDSC imposed on the prior
redemption.
 
  CDSC waivers will be granted subject to confirmation (by Salomon Smith Bar-
ney in the case of shareholders who are also Salomon Smith Barney clients or
by the Transfer Agent in the case of all other shareholders) of the sharehold-
er's status or holdings, as the case may be.
 
 Smith Barney 401(k) and ExecChoice(TM) Programs
 
  Investors may be eligible to participate in the Smith Barney 401(k) Program
or the Smith Barney ExecChoice(TM) Program. To the extent applicable, the same
terms and conditions, which are outlined below, are offered to all plans par-
ticipating ("Participating Plans") in these programs.
 
  The Fund offers to Participating Plans Class A and Class L shares as invest-
ment alternatives under the Smith Barney 401(k) and ExecChoice(TM) Programs.
Class A and Class L shares acquired through the Participating Plans are sub-
ject to the same service and/or distribution fees as the Class A and Class L
shares acquired by other investors; however, they are not subject to any ini-
tial sales charge or CDSC. Once a Participating Plan has made an initial
investment in the Fund, all of its subsequent investments in the Fund must be
in the same Class of shares, except as otherwise described below.
 
  Class A Shares. Class A shares of the Fund are offered without any sales
charge or CDSC to any Participating Plan that purchases $1,000,000 or more of
Class A shares of one or more Smith Barney Mutual Funds.
 
  Class L Shares. Class L shares of the Fund are offered without any sales
charge or CDSC to any Participating Plan that purchases less than $1,000,000
of Class L shares of one or more Smith Barney Mutual Funds.
 
  401(k) and ExecChoice(TM) Plans Opened On or After June 21, 1996. If, at the
end of the fifth year after the date the Participating Plan enrolled in the
Smith Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program, a
Participating Plan's total Class L holdings in all non-money market Smith
Barney Mutual Funds equal at least $1,000,000, the Participating Plan will be
offered the opportunity to
 
28
<PAGE>
 
Purchase of Shares (continued)
 
exchange all of its Class L shares for Class A shares of the Fund. (For
Participating Plans that were originally established through a Salomon Smith
Barney retail brokerage account, the five year period will be calculated from
the date the retail brokerage account was opened.) Such Participating Plans
will be notified of the pending exchange in writing within 30 days after the
fifth anniversary of the enrollment date and, unless the exchange offer has
been rejected in writing, the exchange will occur on or about the 90th day
after the fifth anniversary date. If the Participating Plan does not qualify
for the five year exchange to Class A shares, a review of the Participating
Plan's holdings will be performed each quarter until either the Participating
Plan qualifies or the end of the eighth year.
 
  401(k) Plans Opened Prior to June 21, 1996. In any year after the date a
Participating Plan enrolled in the Smith Barney 401(k) Program, if its total
Class L holdings in all non-money market Smith Barney Mutual Funds equal at
least $500,000 as of the calendar year-end, the Participating Plan will be
offered the opportunity to exchange all of its Class L shares for Class A
shares of the Fund. Such Plans will be notified in writing within 30 days after
the last business day of the calendar year and, unless the exchange offer has
been rejected in writing, the exchange will occur on or about the last business
day of the following March.
   
  Any Participating Plan in the Smith Barney 401(k) or ExecChoice(TM) Program,
whether opened before or after June 21, 1996, that has not previously qualified
for an exchange into Class A shares will be offered the opportunity to exchange
all of its Class L shares for Class A shares of the Fund, regardless of asset
size, at the end of the eighth year after the date the Participating Plan
enrolled in the Smith Barney 401(k) or ExecChoice(TM) Program. Such Plans will
be notified of the pending exchange in writing approximately 60 days before the
eighth anniversary of the enrollment date and, unless the exchange has been
rejected in writing, the exchange will occur on or about the eighth anniversary
date. Once an exchange has occurred, a Participating Plan will not be eligible
to acquire additional Class L shares of the Fund but instead may acquire Class
A shares of the Fund. Any Class L shares not converted will continue to be sub-
ject to the distribution fee.     
 
  Participating Plans wishing to acquire shares of the Fund through the Smith
Barney 401(k) Program or the Smith Barney ExecChoice(TM) Program must purchase
such shares directly from the Transfer Agent. For further information regarding
these Programs, investors should contact a Salomon Smith Barney Financial
Consultant.
 
 
                                                                              29
<PAGE>
 
Exchange Privilege
 
 
  Except as otherwise noted below, shares of each Class may be exchanged at the
net asset value next determined for shares of the same Class in the following
Smith Barney Mutual Funds, to the extent shares are offered for sale in the
shareholder's state of residence. Exchanges of Class A, Class B and Class L
shares are subject to minimum investment requirements, and all shares are sub-
ject to the other requirements of the fund into which exchanges are made.
 
 Fund Name
  Growth Funds
    Concert Peachtree Growth Fund
    Concert Social Awareness Fund
    Smith Barney Aggressive Growth Fund Inc.
    Smith Barney Appreciation Fund Inc.
    Smith Barney Balanced Fund
    Smith Barney Contrarian Fund
    Smith Barney Convertible Fund
       
    Smith Barney Funds, Inc.--Large Cap Value Fund     
    Smith Barney Large Cap Blend Fund
    Smith Barney Large Capitalization Growth Fund
    Smith Barney Mid Cap Blend Fund
    Smith Barney Natural Resources Fund Inc.
    Smith Barney Premium Total Return Fund
    Smith Barney Small Cap Blend Fund, Inc.
       
    Smith Barney Small Cap Value Fund     
    Smith Barney Special Equities Fund
 
  Taxable Fixed-Income Funds
    **Smith Barney Adjustable Rate Government Income Fund
    Smith Barney Diversified Strategic Income Fund
    +++Smith Barney Funds, Inc.--Short-Term High Grade Bond Fund
    Smith Barney Funds, Inc.--U.S. Government Securities Fund
    Smith Barney Government Securities Fund
    Smith Barney High Income Fund
    Smith Barney Investment Grade Bond Fund
    Smith Barney Managed Governments Fund Inc.
    Smith Barney Total Return Bond Fund
 
  Tax-Exempt Funds
    Smith Barney Arizona Municipals Fund Inc.
    Smith Barney California Municipals Fund Inc.
    *Smith Barney Intermediate Maturity California Municipals Fund
    *Smith Barney Intermediate Maturity New York Municipals Fund
    Smith Barney Managed Municipals Fund Inc.
    Smith Barney Massachusetts Municipals Funds
    Smith Barney Municipal High Income Fund
    Smith Barney Muni Funds--Florida Portfolio
 
30
<PAGE>
 
Exchange Privilege (continued)
 
    Smith Barney Muni Funds--Georgia Portfolio
    *Smith Barney Muni Funds--Limited Term Portfolio
    Smith Barney Muni Funds--National Portfolio
    Smith Barney Muni Funds--New York Portfolio
    Smith Barney Muni Funds--Pennsylvania Portfolio
    Smith Barney New Jersey Municipals Fund Inc.
    Smith Barney Oregon Municipals Fund
 
  Global--International Funds
    Smith Barney Hansberger Global Small Cap Value Fund
    Smith Barney Hansberger Global Value Fund
    Smith Barney World Funds, Inc.--Emerging Markets Portfolio
    Smith Barney World Funds, Inc.--European Portfolio
    Smith Barney World Funds, Inc.--Global Government Bond Portfolio
    Smith Barney World Funds, Inc.--International Balanced Portfolio
    Smith Barney World Funds, Inc.--International Equity Portfolio
    Smith Barney World Funds, Inc.--Pacific Portfolio
 
  Smith Barney Concert Allocation Series Inc.
    Smith Barney Concert Allocation Series Inc.--Balanced Portfolio
           
    Smith Barney Concert Allocation Series Inc.--Conservative Portfolio
       
    Smith Barney Concert Allocation Series Inc.--Global Portfolio     
    Smith Barney Concert Allocation Series Inc.--Growth Portfolio
    Smith Barney Concert Allocation Series Inc.--High Growth Portfolio
    Smith Barney Concert Allocation Series Inc.--Income Portfolio
 
  Money Market Funds
    +Smith Barney Exchange Reserve Fund
    ++Smith Barney Money Funds, Inc.--Cash Portfolio
    ++Smith Barney Money Funds, Inc.--Government Portfolio
    ***Smith Barney Money Funds, Inc.--Retirement Portfolio
    +++Smith Barney Municipal Money Market Fund, Inc.
    +++Smith Barney Muni Funds--California Money Market Portfolio
    +++Smith Barney Muni Funds--New York Money Market Portfolio
--------------------------------------------------------------------------------
  * Available for exchange with Class A, Class L and Class Y shares of the
    Fund.
 ** Available for exchange with Class A and Class B shares of the Fund. In
    addition, shareholders who own Class L shares of the Fund through the Smith
    Barney 401(k) Program may exchange those shares for Class L shares of this
    fund.
*** Available for exchange with Class A shares of the Fund.
  + Available for exchange with Class B and Class L shares of the Fund.
   
 ++ Available for exchange with Class A and Class Y shares of the Fund. In
    addition, Participating Plans opened prior to June 21, 1996 and investing
    in Class L shares may exchange Fund shares for Class L shares of this fund.
        
+++ Available for exchange with Class A and Class Y shares of the Fund.
 
                                                                              31
<PAGE>
 
Exchange Privilege (continued)
 
 
  Class B Exchanges. In the event a Class B shareholder wishes to exchange all
or a portion of his or her shares in any of the funds imposing a higher CDSC
than that imposed by the Fund, the exchanged Class B shares will be subject to
the higher applicable CDSC. Upon an exchange, the new Class B shares will be
deemed to have been purchased on the same date as the Class B shares of the
Fund that have been exchanged.
 
  Class L Exchanges. Upon an exchange, the new Class L shares will be deemed to
have been purchased on the same date as the Class L shares of the Fund that
have been exchanged.
 
  Class A and Class Y Exchanges. Class A and Class Y shareholders of the Fund
who wish to exchange all or a portion of their shares for shares of the respec-
tive Class in any of the funds identified above may do so without imposition of
any charge.
 
  Additional Information Regarding the Exchange Privilege. Although the
exchange privilege is an important benefit, excessive exchange transactions can
be detrimental to the Fund's performance and its shareholders. MMC may deter-
mine that a pattern of frequent exchanges is excessive and contrary to the best
interests of the Fund's other shareholders. In this event, the Fund may, at its
discretion, decide to limit additional purchases and/or exchanges by a share-
holder. Upon such a determination, the Fund will provide notice in writing or
by telephone to the shareholder at least 15 days prior to suspending the
exchange privilege and during the 15 day period the shareholder will be
required to (a) redeem his or her shares in the Fund or (b) remain invested in
the Fund or exchange into any of the Smith Barney Mutual Funds ordinarily
available, which position the shareholder would be expected to maintain for a
significant period of time. All relevant factors will be considered in deter-
mining what constitutes an abusive pattern of exchanges.
 
  Certain shareholders may be able to exchange shares by telephone. See "Re-
demption of Shares--Telephone Redemption and Exchange Program." Exchanges will
be processed at the net asset value next determined. Redemption procedures dis-
cussed below are also applicable for exchanging shares, and exchanges will be
made upon receipt of all supporting documents in proper form. If the account
registration of the shares of the fund being acquired is identical to the reg-
istration of the shares of the fund exchanged, no signature guarantee is
required. A capital gain or loss for tax purposes will be realized upon the
exchange, depending upon the cost or other basis of shares redeemed. Before
exchanging shares, investors should read the current prospectus describing the
shares to be acquired. The Fund reserves the right to modify or discontinue
exchange privileges upon 60 days' prior notice to shareholders.
 
32
<PAGE>
 
Redemption of Shares
 
 
  The Fund is required to redeem the shares of the Fund tendered to it, as
described below, at a redemption price equal to the net asset value per share
next determined after receipt of a written request in proper form at no charge
other than any applicable CDSC. Redemption requests received after the close
of regular trading on the NYSE are priced at the net asset value next deter-
mined.
 
  If a shareholder holds shares in more than one Class, any request for
redemption must specify the Class being redeemed. In the event of a failure to
specify which Class, or if the investor owns fewer shares of the Class than
specified, the redemption request will be delayed until the Transfer Agent
receives further instructions from Salomon Smith Barney, or if the sharehold-
er's account is not with Salomon Smith Barney, from the shareholder directly.
The redemption proceeds will be remitted on or before the third business day
following receipt of proper tender, except on any day on which the NYSE is
closed or as permitted under the Investment Company Act of 1940, as amended
(the "1940 Act") in extraordinary circumstances. Generally, if the redemption
proceeds are remitted to a Salomon Smith Barney brokerage account, these funds
will not be invested for the shareholder's benefit without specific instruc-
tion and Salomon Smith Barney will benefit from the use of temporarily
uninvested funds. Redemption proceeds for shares purchased by check, other
than a certified or official bank check, will be remitted upon clearance of
the check, which may take up to ten days or more.
   
  Shares held by Salomon Smith Barney as custodian must be redeemed by submit-
ting a written request to a Salomon Smith Barney Financial Consultant. Shares
other than those held by Salomon Smith Barney as custodian may be redeemed
through an investor's Financial Consultant or Dealer Representative or by sub-
mitting a written request for redemption to:     
 
  Smith Barney Fundamental Value Fund Inc.
  Class A, B, L or Y (please specify)
  c/o First Data Investor Services Group, Inc.
  P.O. Box 9134
  Westborough, Massachusetts 01581-5128
 
  A written redemption request must (a) state the Class and number or dollar
amount of shares to be redeemed, (b) identify the shareholder's account number
and (c) be signed by each registered owner exactly as the shares are regis-
tered. If the shares to be redeemed were issued in certificate form, the cer-
tificates must be endorsed for transfer (or be accompanied by an endorsed
stock power) and must be submitted to the Transfer Agent together with the
redemption request. Any signature appearing on a share certificate, stock
power or on a written redemption request in excess of $10,000 must be guaran-
teed 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 exchange. Written redemption
requests of $10,000 or less do not require a signature
 
                                                                             33
<PAGE>
 
Redemption of Shares (continued)
 
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.
The Transfer Agent may require additional supporting documents for redemptions
made by corporations, executors, administrators, trustees or guardians. A
redemption request will not be deemed properly received until the Transfer
Agent receives all required documents in proper form.
    
 Telephone Redemption and Exchange Program     
   
  Shareholders who do not have a Salomon Smith Barney brokerage account 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 con-
tact 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, which will be provided by the Transfer Agent
upon request. (Alternatively, an investor may authorize telephone redemptions
on the new account application with a signature guarantee 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. (Eastern time) on any day the NYSE is open. Redemptions of shares (i) by
retirement plans or (ii) for which certificates have been issued are not per-
mitted 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 relationship 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 fund being acquired is identical to the registra-
tion 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. (Eastern 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 instruc-
tions
 
34
<PAGE>
 
Redemption of Shares (continued)
 
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 fol-
lowing at least seven (7) days' prior notice to shareholders.
 
 Automatic Cash Withdrawal Plan
 
  The Fund offers shareholders an automatic cash withdrawal plan, under which
shareholders who own shares with a value of at least $10,000 may elect to
receive periodic cash payments of at least $50 monthly or quarterly. Retire-
ment plan accounts are eligible for automatic cash withdrawal plans only where
the shareholder is eligible to receive qualified distributions and has an
account value of at least $5,000. The withdrawal plan will be carried over on
exchanges between funds or Classes of the Fund. Any applicable CDSC will not
be waived on amounts withdrawn by a shareholder that exceed 1.00% per month of
the value of the shareholder's shares subject to the CDSC at the time the
withdrawal plan commences. (With respect to withdrawal plans in effect prior
to November 7, 1994, any applicable CDSC will be waived on amounts withdrawn
that do not exceed 2.00% per month of the value of a shareholder's shares sub-
ject to the CDSC.) For further information regarding the automatic cash with-
drawal plan, shareholders should contact a Salomon Smith Barney Financial Con-
sultant.
 
Minimum Account Size
 
 
  The Fund reserves the right to involuntarily liquidate any shareholder's
account in the Fund if the aggregate net asset value of the shares held in the
Fund account is less than $500. (If a shareholder has more than one account in
the Fund, each account must satisfy the minimum account size.) The Fund, how-
ever, will not redeem shares based solely on market reductions in net asset
value. Before the Fund exercises such right, shareholders will receive written
notice and will be permitted 60 days to bring accounts up to the minimum to
avoid involuntary liquidation.
 
Performance
 
 
  From time to time the Fund may include its total return, average annual
total return and current dividend return in advertisements and/or other types
of sales literature. These figures are computed separately for Class A, Class
B, Class L and Class Y shares of the Fund. These figures are based on histori-
cal earnings and are not intended to indicate future performance. Total return
is computed for a speci-

                                                                             35
<PAGE>
 
Performance (continued)
 
fied period of time assuming deduction of the maximum sales charge, if any,
from the initial amount invested and reinvestment of all income dividends and
capital gain distributions on the reinvestment dates at prices calculated as
stated in this Prospectus, then dividing the value of the investment at the
end of the period so calculated by the initial amount invested and subtracting
100%. The standard average annual total return, as prescribed by the SEC, is
derived from this total return, which provides the ending redeemable value.
Such standard total return information may also be accompanied with nonstan-
dard total return information for differing periods computed in the same man-
ner but without annualizing the total return or taking sales charges into
account. The Fund calculates current dividend return for each Class by
annualizing the most recent monthly distribution and dividing by the net asset
value or the maximum public offering price (including sales charge) on the
last day of the period for which current dividend return is presented. The
current dividend return for each Class may vary from time to time depending on
market conditions, the composition of its investment portfolio and operating
expenses. These factors and possible differences in the methods used in calcu-
lating current dividend return should be considered when comparing a Class'
current return to yields published for other investment companies and other
investment vehicles. The Fund may also include comparative performance infor-
mation in advertising or marketing its shares. Such performance information
may include data from Lipper Analytical Services, Inc. and other financial
publications.
 
Management of the Fund
 
 
 Board of Directors
 
  Overall responsibility for management and supervision of the Fund rests with
the Fund's Board of Directors. The Directors approve all significant agree-
ments between the Fund and the companies that furnish services to the Fund,
including agreements with the Fund's distributor, investment adviser, adminis-
trator, custodian and transfer agent. The day-to-day operations of the Fund
are delegated to the Fund's investment adviser and administrator. The State-
ment of Additional Information contains general background information regard-
ing each Director and executive officer of the Fund.
 
 Investment Advisor and Administrator
 
  MMC, located at 388 Greenwich Street, New York, New York 10013, serves as
the Fund's investment adviser and administrator. MMC (through its predecessor
entities) has been in the investment counseling business since 1968 and ren-
ders investment management and administration services to a wide variety of
individual, institutional and investment company clients having aggregate
assets under management as of September 30, 1998 in excess of $108 billion.
 
36
<PAGE>
 
Management of the Fund (continued)
 
 
  Subject to the supervision and direction of the Fund's Board of Directors,
MMC manages the Fund's portfolio in accordance with the Fund's stated invest-
ment objective and policies, makes investment decisions for the Fund, places
orders to purchase and sell securities and employs professional portfolio man-
agers and securities analysts who provide research services to the Fund. Under
an investment advisory agreement, the Fund pays MMC a monthly fee at the annual
rate of 0.55% of the value of its average daily net assets up to $1.5 billion
and 0.50% of the value of its average daily net assets in excess of $1.5 bil-
lion.
          
  As administrator, MMC oversees all aspects of the Fund's administration and
operation. For administration services rendered to the Fund, the Fund pays MMC
a fee at the annual rate of 0.20% of the value of the Fund's average daily net
assets.     
   
  On October 8, 1998, Travelers Group Inc. and Citicorp consummated their
merger, creating a new entity called Citigroup. Citigroup is a bank holding
company subject to regulation under the Bank Holding Company Act of 1956, the
requirements of the Glass-Steagall Act and certain other laws and regulations.
MMC does not believe that its compliance with the applicable laws will have a
material adverse effect on its ability to continue to provide the Fund with the
same level of investment advisory and administrative services that the Fund
currently receives.     
 
 Portfolio Management
 
  John G. Goode, Managing Director of Salomon Smith Barney and Chairman and
Chief Investment Officer of Davis Skaggs Investment Management, a division of
MMC, has served as Vice President and Investment Officer of the Fund since
November 1990 and manages the day-to-day operations of the Fund, including mak-
ing all investment decisions.
 
  Mr. Goode's management discussion and analysis of the Fund's performance dur-
ing the fiscal year ended September 30, 1998 is included in the Fund's Annual
Report to Shareholders dated September 30, 1998. The Fund's Annual Report may
be obtained upon request and without charge from a Salomon Smith Barney Finan-
cial Consultant or by writing or calling the Fund at the address or phone num-
ber listed on page one of this Prospectus.
 
Distribution
 
 
  CFBDS is located at 21 Milk Street, Boston, MA 02109-5408. CFBDS distributes
shares of the Fund as principal underwriter and as such conducts a continuous
offering pursuant to a "best efforts" arrangement requiring CFBDS to take and
pay for only such securities as may be sold to the public. The Fund has adopted
a plan
 
                                                                              37
<PAGE>
 
Distribution (continued)
 
of distribution under Rule 12b-1 under the 1940 Act (the "Plan"), pursuant to
which Salomon Smith Barney is paid a service fee with respect to Class A, Class
B and Class L shares of the Fund at the annual rate of 0.25% of the average
daily net assets of the respective Class. Salomon Smith Barney is also paid a
distribution fee with respect to Class B and Class L shares at the annual rate
of 0.75% of the average daily net assets attributable to those Classes. Class B
shares that automatically convert to Class A shares eight years after the date
of original purchase will no longer be subject to a distribution fee. The fees
are used by Salomon Smith Barney to pay its Financial Consultants for servicing
shareholder accounts and, in the case of Class B and Class L shares, to cover
expenses primarily intended to result in the sale of those shares. These
expenses include: advertising expenses; the cost of printing and mailing pro-
spectuses to potential investors; payments to and expenses of Salomon Smith
Barney Financial Consultants and other persons who provide support services in
connection with the distribution of shares; interest and/or carrying charges;
and indirect and overhead costs of Salomon Smith Barney associated with the
sale of Fund shares, including lease, utility, communications and sales promo-
tion expenses.
 
  The payments to Salomon Smith Barney Financial Consultants for selling shares
of a Class include a commission or fee paid by the investor or Salomon Smith
Barney at the time of sale and, with respect to Class A, Class B and Class L
shares, a continuing fee for servicing shareholder accounts for as long as a
shareholder remains a holder of that Class. Salomon Smith Barney Financial Con-
sultants may receive different levels of compensation for selling different
Classes of shares.
 
  Payments under the Plan are not tied exclusively to the distribution and
shareholder service expenses actually incurred by Salomon Smith Barney and the
payments may exceed distribution expenses actually incurred. The Fund's Board
of Directors will evaluate the appropriateness of the Plan and its payment
terms on a continuing basis and in so doing will consider all relevant factors,
including expenses borne by Salomon Smith Barney, amounts received under the
Plan and the proceeds of the CDSC.
 
Additional Information
   
  The Fund was originally incorporated under the laws of the State of Washing-
ton on March 17, 1981, and is registered with the SEC as a diversified, open-
end management investment company. On January 27, 1995, shareholders approved
the reincorporation of the Fund as a Maryland corporation, which subsequently
occurred on May 24, 1995.     
 
  The Fund currently offers shares of common stock classified into four Clas-
ses, A, B, L and Y. Each Class of shares represents an identical pro rata
interest in the Fund's investment portfolio. As a result, the Classes have the
same rights, privi-

 
38
<PAGE>
 
Additional Information (continued)
 
leges and preferences, except with respect to: (a) the designation of each
Class; (b) the effect of the respective sales charges, if any, for each Class;
(c) the distribution and/or service fees borne by each Class; (d) the expenses
allocable exclusively to each Class; (e) voting rights on matters exclusively
affecting a single Class; (f) the exchange privilege of each Class; and (g)
the conversion feature of the Class B shares. The Board of Directors does not
anticipate that there will be any conflicts among the interests of the holders
of the different share Classes of the Fund. The Directors, on an ongoing
basis, will consider whether any such conflict exists and, if so, take appro-
priate action.
 
  The Fund is not required to hold annual meetings, however the Directors will
call a meeting for any purpose upon written request of shareholders holding at
least 10% of the Fund's outstanding shares and the Fund will assist sharehold-
ers in calling such a meeting as required by the 1940 Act. When matters are
submitted for shareholder vote, shareholders of each Class will have one vote
for each full share owned and proportionate, fractional votes for fractional
shares held.
 
  PNC Bank, National Association, located at 17th and Chestnut Streets, Phila-
delphia, Pennsylvania 19103, serves as custodian of the Fund's investments.
 
  The Transfer Agent is located at Exchange Place, Boston, Massachusetts
02109.
 
  The Fund sends its shareholders a semi-annual report and an audited annual
report, which include listings of investment securities held by the Fund at
the end of the reporting period. In an effort to reduce the Fund's printing
and mailing costs, the Fund plans to consolidate the mailing of its semi-
annual and annual reports by household. This consolidation means that a house-
hold having multiple accounts with the identical address of record will
receive a single copy of each report. Any shareholder who does not want this
consolidation to apply to his or her account should contact his or her Salomon
Smith Barney Financial Consultant or the Transfer Agent.
 
 
                                                                             39
<PAGE>
 
 
 
 
                      [This page intentionally left blank]
<PAGE>
 
 
                                                    SalomonSmithBarney
                                                    ----------------------------
                                                    A member of citigroup [LOGO]
 
             Salomon Smith Barney is a service mark of Salomon Smith Barney Inc.
 
 
 
                                                                    SMITH BARNEY
                                                                     FUNDAMENTAL
                                                                           VALUE
                                                                       FUND INC.
 
                                                            388 Greenwich Street
                                                        New York, New York 10013
 
                                                                    FD0206 1/99 

PART B


SMITH BARNEY
FUNDAMENTAL VALUE FUND INC.
388 Greenwich Street
New York, New York 10013 
800-451-2010

 
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 28, 1999


	This Statement of Additional Information expands upon and 
supplements the information contained in the current Prospectus of 
Smith Barney Fundamental Value Fund Inc. (the "Fund"), dated January 
28, 1999, as amended or supplemented from time to time, and should be 
read in conjunction with the Fund's Prospectus. The Fund's Prospectus 
may be obtained from any Salomon Smith Barney Financial Consultant or 
by writing or calling the Fund at the address or phone number listed 
above. This Statement of Additional Information, although not in itself 
a prospectus, is incorporated by reference into the Prospectus in its 
entirety.

TABLE OF CONTENTS
 
	For ease of reference, the same section headings are used in both 
the Prospectus and this Statement of Additional Information, except 
where shown below.


Management of the Fund	
2
Investment Objective and Management Policies	
6
Purchase of Shares	
19
Redemption of Shares	
20
Distributor	
21
Valuation of Shares	
23
Exchange Privilege	
23
Performance Data (See in the Prospectus 
    "Performance")	

24
Taxes (See in the Prospectus "Dividends, 
    Distributions and Taxes")	

26
Additional Information	
29
Financial Statements	
29



MANAGEMENT OF THE FUND

	The executive officers of the Fund are employees of certain of 
the organizations that provide services to the Fund. These 
organizations are as follows:
 
Name
Service


CFBDS, Inc. ("CFBDS")
Distributor

Mutual Management Corp.("MMC") 
(formerly Smith Barney Mutual Funds 
Management Inc.)

Investment Adviser
and Administrator

PNC Bank, National Association 
("PNC")
Custodian

First Data Investor Services Group, 
Inc. ("First Data")
Transfer Agent

	These organizations and the functions they perform for the Fund 
are discussed in the Prospectus and in this Statement of Additional 
Information.

Directors and Executive Officers of the Fund
 
	The Directors and executive officers of the Fund, together with 
information as to their principal business occupations during the past 
five years, are set forth below. Each Director who is an "interested 
person" of the Fund, as defined in the Investment Company Act of 1940, 
as amended (the "1940 Act"), is indicated by an asterisk.
 
	Lloyd J. Andrews, age 78, Director. Private investor; Chairman 
Emeritus of Flow International.  His address is East 10110 Greenbluff 
Road, Mead, Washington 99021.
 
	Robert M. Frayn, Jr., age 64, Director. President and Director of 
Book Publishing Company. His address is 201 Westlake Avenue North, 
Seattle, Washington 98109.
 
	Leon P. Gardner, age 70, Director. Private investor; Former 
Chairman of Fargo's Pizza Company. His address is 2310 N.E. Blue Ridge 
Drive, Seattle, Washington 98177.
 
	David E. Maryatt, age 62, Director. Director of ALS Co., a real 
estate management and development firm; Private Investor. His address 
is 1326 Fifth Avenue, Seattle, Washington 98101.
 
	*Heath B. McLendon, age 65, Managing Director of Salomon Smith 
Barney Inc. ("Salomon Smith Barney"); President and Director of MMC 
and Travelers Investment Advisers, Inc. ("TIA"); Director of 58 
investment companies associated with Salomon Smith Barney.  His address 
is 388 Greenwich Street, New York, New York 10013.
 
	Frederick O. Paulsell, age 59, Director. Principal of Olympic 
Capital Partners. His address is 1325 Fourth Avenue Suite 1900, 
Seattle, Washington 98101.
 
	Jerry A. Viscione, age 54, Director. Executive Vice President of 
Marquette University; Former Dean of Albers School of Business and 
Economics, Seattle University. His address is 615 North 11 Street, 
Milwaukee, WI 53233.
 
	Julie W. Weston, age 55, Director. Attorney;  Her address is 416 
34th Avenue, Seattle, Washington 98122.

	Lewis E. Daidone, age 41, Senior Vice President and Treasurer. 
Managing Director of Salomon Smith Barney; Director and Senior Vice 
President of MMC and TIA.  Mr. Daidone serves as Senior Vice President 
and Treasurer of  other Smith Barney Mutual Funds.  His address is 388 
Greenwich Street, New York, New York 10013.

	John G. Goode, age 54, Vice President and Investment Officer. 
Managing Director of Salomon Smith Barney.  Chairman and Chief 
Investment Officer of Davis Skaggs Investment Management ("Davis 
Skaggs"), a division of MMC. His address is One Sansome Street, 36th 
Floor, San Francisco, California 94104.
 
	Peter Hable, age 40, Investment Officer. Managing Director of 
Salomon Smith Barney and President of Davis Skaggs. His address is One 
Sansome Street, 36th Floor, San Francisco, California 94104.
 
	Christina T. Sydor, age 47, Secretary. Managing Director of 
Salomon Smith Barney; General Counsel and Secretary of MMC and TIA.  
Ms. Sydor serves as Secretary of other Smith Barney Mutual Funds.  Her 
address is 388 Greenwich Street, New York, New York 10013.
   
	As of January 15, 1999, the Directors and Officers of the Fund as 
a group, owned less than 1.00% of the outstanding common stock of the 
Fund.  No officer, director or employee of Salomon Smith Barney or of 
its parent or any subsidiary receives any compensation from the Fund 
for serving as an officer or Director of the Fund. The Fund pays each 
Director who is not an officer or employee of Salomon Smith Barney or 
any of its affiliates a fee of $6,000 per annum plus $1,000 for each 
in-person meeting and $100 per telephonic meeting.  All Directors are 
reimbursed for travel and out-of-pocket expenses. During the fiscal 
year ended September 30, 1998, such expenses totaled $17,896.
    
   	As of January 15, 1999 to the knowledge of the Fund and the Board 
of Directors, no single shareholder or "group" (as the term is used in 
Section 13(d) of the Securities Act of 1934) beneficially owned more 
than 5% of the outstanding shares of the Fund


For the fiscal year ended September 30, 1998, the Directors of the Fund 
were paid the following compensation:
 

Director

Aggregate 
Compensation
from the 
Fund

Pension 
or 
Retirement 
Benefits 
Accrued 
as 
Expenses 
of the 
Fund

Total 
Compensation from 
Smith 
Barney 
Mutual 
Funds 
Complex

Total 
Number 
of Funds 
Served 
in 
Complex

Lloyd J. Andrews+ 
$10,100
     $0
$10,100
      1

Robert M. Frayn, Jr.+
 11,100
       0
  11,100
      1

Leon P. Gardner
 11,100
       0
  11,100
      1

Howard J. Johnson**+
 11,100
       0
  11,100
      1

David E. Maryatt+
 11,100
       0
  11,100
      1

Heath B. McLendon*
        0
       0
          0
    58

Frederick O. Paulsell+
 10,000
       0
  10,000
      1

Jerry A. Viscione
 11,100 
       0
  11,100
      1

Julie W. Weston
 11,000 
       0
  11,100
      1
*  	Designates a Director who is an "interested person". 
**	Effective October 16, 1998, Mr. Johnson resigned from the Fund's 
Board of Directors.

+ Pursuant to a deferred compensation plan, the indicated Directors 
have elected to defer payment of the following amounts of their 
compensation from the Fund: Lloyd J. Andrews - $6,500, Robert M. Frayn, 
Jr. - $11,100, Howard J. Johnson - $11,100, David E. Maryatt- $11,100 
and Frederick O. Paulsell - $10,000. 
Effective April 1, 1998, Mr. Andrews no longer has participated in the 
deferred compensation plan.  Consequently, during the most recent 
fiscal year, he received compensation of  $36,429, which had been 
previously deferred.
    

Investment Adviser and Administrator -- MMC

   	MMC serves as investment adviser to the Fund pursuant to an 
investment advisory agreement dated July 30, 1993 (the "Advisory 
Agreement"), which was first approved by the Fund's Board of Directors, 
including a majority of the Directors who are not "interested persons" 
of the Fund or MMC ("Independent Directors"), on April 7, 1993 and by 
shareholders on June 22, 1993 and was most recently approved by the 
Board, including a majority of the Independent Directors, on June 23, 
1998. The services provided by MMC under the Advisory Agreement are 
described in the Prospectus under "Management of the Fund." MMC bears 
all expenses in connection with the performance of its services and 
pays the salary of any officer or employee who is employed by both it 
and the Fund. MMC is a wholly owned subsidiary of Salomon Smith Barney 
Holdings Inc. ("Holdings"), which is in turn a wholly owned subsidiary 
of Citigroup Inc. ("Citigroup").  Effective March 25, 1997 compensation 
for investment advisory services, the Fund pays MMC a fee, computed 
daily and paid monthly, at the annual rate of 0.55% of the value of the 
Fund's average daily net assets up to $1.5 billion and 0.50% of the 
average daily net assets in excess of $1.5 billion. MMC bears all of 
its expenses in connection with the performance of its services. For 
the fiscal years ended September 30, 1998, 1997 and 1996, the Fund 
incurred  $8,577,966, $8,151,351 and $6,015,090, respectively, in 
investment advisory fees.
     
   	MMC also serves as administrator to the Fund pursuant to a 
written agreement dated June 28, 1994 (the "Administration Agreement"), 
which was first approved by the Fund's Board, including a majority of 
the Independent Directors on June 28, 1994 and was most recently 
approved by the Board, including a majority of the Independent 
Directors, on June 23, 1998.  MMC pays the salary of any officer and 
employee who is employed by both it and the Fund and bears all expenses 
in connection with the performance of its services. As compensation for 
administrative services rendered to the Fund, MMC receives a fee, 
computed daily and paid monthly, at the annual rate of 0.20% of the 
value of the Fund's average daily net assets. For the fiscal years 
ended September 30, 1998, 1997 and 1996, the Fund incurred  $3,134,642, 
$2,972,630 and $2,187,305, respectively, in administration fees.
     
	Certain services provided to the Fund by MMC pursuant to the 
Administration Agreement are described in the Prospectus under 
"Management of the Fund." In addition to those services, MMC pays the 
salaries of all officers and employees who are employed by both it and 
the Fund, maintains office facilities for the Fund, furnishes the Fund 
with statistical and research data, clerical help and accounting, data 
processing, bookkeeping, internal auditing and legal services and 
certain other services required by the Fund, prepares reports to the 
Fund's shareholders and prepares tax returns, reports to and filings 
with the Securities and Exchange Commission (the "SEC") and state Blue 
Sky authorities. MMC bears all expenses in connection with the 
performance of its services.
 
	The Fund bears expenses incurred in its operation, including 
taxes, interest, brokerage fees and commissions, if any; fees of 
Directors who are not officers, directors, shareholders or employees of 
Salomon Smith Barney or MMC; SEC fees and state Blue Sky qualification 
fees; charges of custodians; transfer and dividend disbursing agent's 
fees; certain insurance premiums; outside auditing and legal expenses; 
costs of maintenance of corporate existence; investor services 
(including allocated telephone and personnel expenses); costs of 
preparation and printing of prospectuses and statements of additional 
information for regulatory purposes and for distribution to existing 
shareholders and costs of shareholders' reports and corporate meetings.
 
	MMC has agreed that if in any fiscal year the aggregate expenses 
of the Fund (including fees paid pursuant to the Advisory Agreement and 
Administration Agreement, but excluding interest, taxes, brokerage fees 
paid pursuant to the Fund's services and distribution plan and, with 
the prior written consent of the necessary state securities 
commissions, extraordinary expenses) exceed the expense limitation of 
any state having jurisdiction over the Fund, MMC will, to the extent 
required by state law, reduce its management fees by such excess 
expense. Such fee reductions, if any, will be reconciled on a monthly 
basis.
 
Counsel and Auditors
 
	Willkie Farr & Gallagher serves as legal counsel to the Fund.  
The Independent Directors of the Fund have selected Stroock & Stroock & 
Lavan LLP as their legal counsel.

	Deloitte & Touche LLP, independent public accountants, 2 World 
Financial Center, New York, New York 10281, serve as auditors of the 
Fund and render an opinion on the Fund's financial statements annually.
 



INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
 
	The Prospectus discusses the Fund's investment objective and the 
policies it employs to achieve its objective. This section contains 
supplemental information concerning the types of securities and other 
instruments in which the Fund may invest, the investment policies and 
portfolio strategies that the Fund may utilize and certain risks 
attendant to such investments, policies and strategies.
 
	The Fund's primary investment objective is long-term capital 
growth. Current income is a secondary objective. The Fund seeks to 
achieve its objective through investment in common stocks and common 
stock equivalents, including preferred stocks and other securities 
convertible into common stocks. The Fund also invests to a lesser 
extent in bonds and other debt instruments. There is no guarantee that 
the Fund will achieve its investment objective.
 
	MMC places emphasis on securities which, in its judgment, are 
undervalued in the marketplace and, accordingly, have above-average 
growth potential. Undervaluation of a security can result from a 
variety of factors, such as a lack of investor recognition of (a) the 
underlying value of a company's fixed assets, (b) the value of a 
consumer or commercial franchise, (c) changes in the economic or 
financial environment particularly affecting a company, (d) new, 
improved or unique products or services, (e) new or rapidly expanding 
markets, (f) changes in management of a company, (g) technological 
developments or advancements affecting a company or its products or (h) 
changes in governmental regulations, political climate or competitive 
conditions. In general, the Fund will invest in securities of companies 
which temporarily are unpopular among investors but which MMC regards 
as possessing favorable prospects for earnings growth and/or 
improvement in the value of their assets and, consequently, as having a 
reasonable likelihood of experiencing a recovery in market price. 
Secondary consideration will be given to a company's dividend record 
and the potential for an improved dividend return.
 
	Because securities markets typically are influenced (and, to some 
extent, dominated) by institutional investors, undervalued securities 
in which the Fund invests may tend to be those of less well-established 
companies or companies whose capitalizations are less than the 
capitalizations of larger, better-known companies. To the extent 
securities held in the Fund's portfolio do not attract investor 
interest, these investments may not participate in rising securities 
markets. By the same token, in many instances the selection of 
undervalued securities for investment may involve a smaller risk of 
capital loss because such lack of investor interest is reflected in the 
price of the securities at the time of purchase.
 
Foreign Securities and American Depository Receipts
 
	The Fund has the authority to invest up to 25% of its assets in 
foreign securities (including European Depository Receipts ("EDRs") 
and Global Depository Receipts ("GDRs")) and American Depository 
Receipts ("ADRs") or other securities representing underlying shares 
of foreign companies.  EDRs are receipts issued in Europe which 
evidence ownership of underlying securities issued by a foreign 
corporations.  ADRs are receipts typically issued by an American bank 
or trust company which evidence a similar ownership arrangement.  
Generally, ADRs which are issued in registered form, are designed for 
use in the United States securities markets and EDRs, which are issued 
in bearer form, are designed for use in European securities markets.  
GDRs are tradeable both in the U.S. and Europe and are designed for use 
throughout the world.

	Investing in the securities of foreign companies involves special 
risks and considerations not typically associated with investing in 
U.S. companies. These include differences in accounting, auditing and 
financial reporting standards, generally higher commission rates on 
foreign portfolio transactions, the possibility of expropriation or 
confiscatory taxation, adverse changes in investment or exchange 
control regulations, political instability which could affect U.S. 
investments in foreign countries, and potential restrictions on the 
flow of international capital. Additionally, foreign securities often 
trade with less frequency and volume than domestic securities and 
therefore may exhibit greater price volatility. Many of the foreign 
securities held by the Fund will not be registered with, nor will the 
issuers thereof be subject to the reporting requirements of, the SEC. 
Accordingly, there may be less publicly available information about the 
securities and about the foreign company issuing them than is available 
about a domestic company and its securities. Moreover, individual 
foreign economies may differ favorably or unfavorably from the U.S. 
economy in such respects as growth of gross domestic product, rate of 
inflation, capital reinvestment, resource self-sufficiency and balance 
of payment positions. The Fund may invest in securities of foreign 
governments (or agencies or subdivisions thereof), and therefore many, 
if not all, of the foregoing considerations apply to such investments 
as well.


Lending of Portfolio Securities
 
	As discussed in the Prospectus, consistent with applicable 
regulatory requirements, the Fund has the ability to lend securities 
from its portfolio to brokers, dealers and other financial 
organizations. The Fund may not lend its portfolio securities to 
Salomon Smith Barney or its affiliates unless it has applied for and 
received specific authority from the SEC. Loans of portfolio securities 
by the Fund will be collateralized by cash, letters of credit or 
securities issued or guaranteed by the U.S. government, its agencies or 
instrumentalities ("U.S. government securities"), which will be 
maintained at all times in an amount equal to at least 100% of the 
current market value of the loaned securities. From time to time, the 
Fund may return a part of the interest earned from the investment of 
collateral received for securities loaned to the borrower and/or a 
third party, which is unaffiliated with the Fund or with Salomon Smith 
Barney, and which is acting as a "finder."
 
	In lending its portfolio securities, the Fund can increase its 
income by continuing to receive interest on the loaned securities, as 
well as by either investing the cash collateral in short-term 
instruments or obtaining yield in the form of interest paid by the 
borrower when government securities are used as collateral. 
Requirements of the SEC, which may be subject to future modifications, 
currently provide that the following conditions must be met whenever 
portfolio securities are loaned: (a) the Fund must receive at least 
100% cash collateral or equivalent securities from the borrower; (b) 
the borrower must increase such collateral whenever the market value of 
the securities rises above the level of such collateral; (c) the Fund 
must be able to terminate the loan at any time; (d) the Fund must 
receive reasonable interest on the loan, as well as an amount equal to 
any dividends, interest or other distributions on the loaned 
securities, and any increase in market value; (e) the Fund may pay only 
reasonable custodian fees in connection with the loan; and (f) voting 
rights on the loaned securities may pass to the borrower; however, if a 
material event adversely affecting the investment occurs, the Fund's 
Board of Directors must terminate the loan and regain the right to vote 
the securities. The risks in lending portfolio securities, as with 
other extensions of secured credit, consist of possible delay in 
receiving additional collateral or in the recovery of the securities or 
possible loss of rights in the collateral should the borrower fail 
financially. Loans will be made to firms deemed by MMC to be of good 
standing and will not be made unless, in the judgment of MMC, the 
consideration to be earned from such loans would justify the risk.

Money Market Instruments
 
   	As stated in the Prospectus, the Fund may invest for temporary 
defensive purposes or when opportunities for capital growth do not 
appear attractive, in short-term corporate and government money market 
instruments. Money market instruments in which the Fund may invest 
include: U.S. government securities; certificates of deposit, time 
deposits and bankers' acceptances issued by domestic banks (including 
their branches located outside the United States and subsidiaries 
located in Canada), domestic branches of foreign banks, savings and 
loan associations and similar institutions; high grade commercial 
paper; and repurchase agreements with respect to the foregoing types of 
instruments. The following is a more detailed description of such money 
market instruments.
    
	Certificates of deposit ("CDs") are short-term negotiable 
obligations of commercial banks. Time deposits ("TDs") are non-
negotiable deposits maintained in banking institutions for specified 
periods of time at stated interest rates. Bankers' acceptances are time 
drafts drawn on commercial banks by borrowers usually in connection 
with international transactions.
 
	Domestic commercial banks organized under Federal law are 
supervised and examined by the Comptroller of the Currency and are 
required to be members of the Federal Reserve System and to be insured 
by the Federal Deposit Insurance Corporation (the "FDIC"). Domestic 
banks organized under state law are supervised and examined by state 
banking authorities but are members of the Federal Reserve System only 
if they elect to join. Most state banks are insured by the FDIC 
(although such insurance may not be of material benefit to the Fund, 
depending upon the principal amounts of CDs of each bank held by the 
Fund) and are subject to Federal examination and to a substantial body 
of Federal law and regulation. As a result of governmental regulations, 
domestic branches of domestic banks are generally required to, among 
other things, maintain specified levels of reserves, and are subject to 
other supervision and regulation designed to promote financial 
soundness.
 
	Obligations of foreign branches of domestic banks, such as CDs 
and TDs, may be general obligations of the parent bank in addition to 
the issuing branch, or may be limited by the terms of a specific 
obligation and government regulation. Such obligations are subject to 
different risks than are those of domestic banks or domestic branches 
of foreign banks. These risks include foreign economic and political 
developments, foreign governmental restrictions that may adversely 
affect payment of principal and interest on the obligations, foreign 
exchange controls and foreign withholding and other taxes on interest 
income. Foreign branches of domestic banks are not necessarily subject 
to the same or similar regulatory requirements that apply to domestic 
banks, such as mandatory reserve requirements, loan limitations, and 
accounting, auditing and financial recordkeeping requirements. In 
addition, less information may be publicly available about a foreign 
branch of a domestic bank than about a domestic bank. CDs issued by 
wholly owned Canadian subsidiaries of domestic banks are guaranteed as 
to repayment of principal and interest (but not as to sovereign risk) 
by the domestic parent bank.
 
	Obligations of domestic branches of foreign banks may be general 
obligations of the parent bank in addition to the issuing branch, or 
may be limited by the terms of a specific obligation and by 
governmental regulation as well as governmental action in the country 
in which the foreign bank has its head office. A domestic branch of a 
foreign bank with assets in excess of $1 billion may or may not be 
subject to reserve requirements imposed by the Federal Reserve System 
or by the state in which the branch is located if the branch is 
licensed in that state. In addition, branches licensed by the 
Comptroller of the Currency and branches licensed by certain states 
("State Branches") may or may not be required to: (a) pledge to the 
regulator by depositing assets with a designated bank within the state, 
an amount of its assets equal to 5% of its total liabilities; and (b) 
maintain assets within the state in an amount equal to a specified 
percentage of the aggregate amount of liabilities of the foreign bank 
payable at or through all of its agencies or branches within the state. 
The deposits of State Branches may not necessarily be insured by the 
FDIC. In addition, there may be less publicly available information 
about a domestic branch of a foreign bank than about a domestic bank.
 
	In view of the foregoing factors associated with the purchase of 
CDs and TDs issued by foreign branches of domestic banks or by domestic 
branches of foreign banks, MMC will carefully evaluate such investments 
on a case-by-case basis.
 
	Savings and loan associations whose CDs may be purchased by the 
Fund are supervised by the Office of Thrift Supervision and are insured 
by the Savings Association Insurance Fund, which is administered by the 
FDIC and is backed by the full faith and credit of the U.S. government. 
As a result, such savings and loan associations are subject to 
regulation and examination.
 
Options, Futures and Currency Strategies. 

	The Fund may use forward currency contracts and certain options 
and futures strategies to attempt to hedge its portfolio, i.e., reduce 
the overall level of investment risk normally associated with the Fund.  
There can be no assurance that such efforts will succeed. 
 
	In order to assure that the Fund will not be deemed to be a 
"commodity pool" for purposes of the Commodity Exchange Act, 
regulations of the Commodity Futures Trading Commission ("CFTC") 
require that the Fund enter into transactions in futures contracts and 
options on futures only (i) for bona fide hedging purposes (as defined 
in CFTC regulations), or (ii) for non-hedging purposes, provided that 
the aggregate initial margin and premiums on such non-hedging positions 
do not exceed 5% of the liquidation value of the Fund's assets.  To 
attempt to hedge against adverse movements in exchange rates between 
currencies, the Fund may enter into forward currency contracts for the 
purchase or sale of a specified currency at a specified future date.  
Such contracts may involve the purchase or sale of a foreign currency 
against the U.S. dollar or may involve two foreign currencies.  The 
Fund may enter into forward currency contracts either with respect to 
specific transactions or with respect to its portfolio positions.  For 
example, when the investment adviser anticipates making a purchase or 
sale of a security, it may enter into a forward currency contract in 
order to set the rate (either relative to the U.S. dollar or another 
currency) at which the currency exchange transaction related to the 
purchase or sale will be made ("transaction hedging").  Further, when 
the investment adviser believes that a particular currency may decline 
compared to the U.S. dollar or another currency, the Fund may enter 
into a forward contract to sell the currency the investment adviser 
expects to decline in an amount approximating the value of some or all 
of the Fund's securities denominated in that currency, or when the 
investment adviser believes that one currency may decline against a 
currency in which some or all of the portfolio securities held by the 
Fund are denominated, it may enter into a forward contract to buy the 
currency expected to decline for a fixed amount ("position hedging").  
In this situation, the Fund may, in the alternative, enter into a 
forward contract to sell a different currency for a fixed amount of the 
currency expected to decline where the investment manager believes that 
the value of the currency to be sold pursuant to the forward contract 
will fall whenever there is a decline in the value of the currency in 
which portfolio securities of the Fund are denominated ("cross 
hedging").  The Fund's custodian places (i) cash, (ii) U.S. Government 
securities or (iii) equity securities or debt securities (of any grade) 
in certain currencies provided such assets are liquid, unencumbered and 
marked to market daily, or other high-quality debt securities 
denominated in certain currencies in a separate account of the Fund 
having a value equal to the aggregate account of the Fund's commitments 
under forward contracts entered into with respect to position hedges 
and cross-hedges.  If the value of the securities placed in a separate 
account declines, additional cash or securities are placed in the 
account on a daily basis so that the value of the amount will equal the 
amount of the Fund's commitments with respect to such contracts. 
 
	For hedging purposes, the Fund may write covered call options and 
purchase put and call options on currencies to hedge against movements 
in exchange rates and on debt securities to hedge against the risk of 
fluctuations in the prices of securities held by the Fund or which the 
investment adviser intends to include in its portfolio.  The Fund also 
may use interest rates futures contracts and options thereon to hedge 
against changes in the general level in interest rates.
 
	The Fund may write call options on securities and currencies only 
if they are covered, and such options must remain covered so long as 
the Fund is obligated as a writer.  A call option written  by the Fund 
is "covered" if the Fund owns the securities or currency underlying the 
option or has an absolute  and immediate right to acquire that security 
or currency without additional cash consideration (or for additional 
cash consideration held in a segregated account by its custodian) upon 
conversion or exchange of other securities or currencies held in its 
portfolio.  A call option is also covered if the Fund holds on a share-
for-share basis a call on the same security or holds a call on the same 
currency as the call written where the exercise price of the call held 
is equal to less than the exercise price of the call written or greater 
than the exercise price of the call written if the difference is 
maintained by the Fund in cash, Treasury bills or other high-grade, 
short-term obligations in a segregated account with its custodian.
 
	Although the portfolio might not employ the use of forward 
currency contracts, options and futures, the use of any of these 
strategies would involve certain investment risks and transaction costs 
to which it might not otherwise be subject.  These risks include: 
dependence on the investment adviser's ability to predict movements in 
the prices of individual debt securities, fluctuations in the general 
fixed-income markets and movements in interest rates and currency 
markets, imperfect correlation between movements in the price of 
currency, options, futures contracts or options thereon and movements 
in the price of the currency or security hedged or used for cover; the 
fact that skills and techniques needed to trade options, futures 
contracts and options thereon or to use forward currency contracts are 
different from those needed to select the securities in which the Fund 
invests; lack of assurance that a liquid market will exist for any 
particular option, futures contract or options thereon at any 
particular time and possible need to defer or accelerate closing out 
certain options, futures contracts and options thereon in order to 
continue to qualify for the beneficial tax treatment afforded 
"regulated investment companies" under the Internal Revenue Code of 
1986, as amended (the "Code").  See "Dividends, Distributions and 
Taxes." 

Options on Securities
 
	As discussed more generally above, the Fund may engage in the 
writing of covered call options. The Fund may also purchase put options 
and enter into closing transactions.
 
	The principal reason for writing covered call options on 
securities is to attempt to realize, through the receipt of premiums, a 
greater return than would be realized on the securities alone. In 
return for a premium, the writer of a covered call option forfeits the 
right to any appreciation in the value of the underlying security above 
the strike price for the life of the option (or until a closing 
purchase transaction can be effected). Nevertheless, the call writer 
retains the risk of a decline in the price of the underlying security. 
Similarly, the principal reason for writing covered put options is to 
realize income in the form of premiums. The writer of a covered put 
option accepts the risk of a decline in the price of the underlying 
security. The size of the premiums the Fund may receive may be 
adversely affected as new or existing institutions, including other 
investment companies, engage in or increase their option-writing 
activities.
 
	Options written by the Fund will normally have expiration dates 
between  one and six months from the date written. The exercise price 
of the options may be below, equal to, or above the current market 
values of the underlying securities at the times the options are 
written. In the case of call options, these exercise prices are 
referred to as "in-the-money," "at-the-money" and "out-of-the-money," 
respectively.
 
	The Fund may write (a) in-the-money call options when MMC expects 
the price of the underlying security to remain flat or decline 
moderately during the option period, (b) at-the-money call options when 
MMC expects the price of the underlying security to remain flat or 
advance moderately during the option period and (c) out-of-the-money 
call options when MMC expects that the price of the security may 
increase but not above a price equal to the sum of the exercise price 
plus the premiums received from writing the call option. In any of the 
preceding situations, if the market price of the underlying security 
declines and the security is sold at this lower price, the amount of 
any realized loss will be offset wholly or in part by the premium 
received. Out-of-the-money, at-the-money and in-the-money put options 
(the reverse of call options as to the relation of exercise price to 
market price) may be utilized in the same market environments as such 
call options are used in equivalent transactions.

	So long as the obligation of the Fund as the writer of an option 
continues, the Fund may be assigned an exercise notice by the broker-
dealer through which the option was sold, requiring it to deliver, in 
the case of a call, or take delivery of, in the case of a put, the 
underlying security against payment of the exercise price. This 
obligation terminates when the option expires or the Fund effects a 
closing purchase transaction. The Fund can no longer effect a closing 
purchase transaction with respect to an option once it has been 
assigned an exercise notice. To secure its obligation to deliver the 
underlying security when it writes a call option, or to pay for the 
underlying security when it writes a put option, the Fund will be 
required to deposit in escrow the underlying security or other assets 
in accordance with the rules of the Options Clearing Corporation 
("Clearing Corporation") or similar clearing corporation and the 
securities exchange on which the option is written.
 
	An option position may be closed out only where there exists a 
secondary market for an option of the same series on a recognized 
securities exchange or in the over-the-counter market. The Fund expects 
to write options only on national securities exchanges or in the over-
the-counter market. The Fund may purchase put options issued by the 
Clearing Corporation or in the over-the-counter market.
 
	The Fund may realize a profit or loss upon entering into a 
closing transaction. In cases in which the Fund has written an option, 
it will realize a profit if the cost of the closing purchase 
transaction is less than the premium received upon writing the original 
option and will incur a loss if the cost of the closing purchase 
transaction exceeds the premium received upon writing the original 
option. Similarly, when the Fund has purchased an option and engages in 
a closing sale transaction, whether it recognizes a profit or loss will 
depend upon whether the amount received in the closing sale transaction 
is more or less than the premium the Fund initially paid for the 
original option plus the related transaction costs.
 
	Although the Fund generally will purchase or write only those 
options for which MMC believes there is an active secondary market so 
as to facilitate closing transactions, there is no assurance that 
sufficient trading interest to create a liquid secondary market on a 
securities exchange will exist for any particular option or at any 
particular time, and for some options no such secondary market may 
exist. A liquid secondary market in an option may cease to exist for a 
variety of reasons. In the past, for example, higher than anticipated 
trading activity or order flow, or other unforeseen events, have at 
times rendered certain of the facilities of the Clearing Corporation 
and national securities exchanges inadequate and resulted in the 
institution of special procedures, such as trading rotations, 
restrictions on certain types of orders or trading halts or suspensions 
in one or more options. There can be no assurance that similar events, 
or events that may otherwise interfere with the timely execution of 
customers' orders, will not recur. In such event, it might not be 
possible to effect closing transactions in particular options. If, as a 
covered call option writer, the Fund is unable to effect a closing 
purchase transaction in a secondary market, it will not be able to sell 
the underlying security until the option expires or it delivers the 
underlying security upon exercise.
 
	Securities exchanges generally have established limitations 
governing the maximum number of calls and puts of each class which may 
be held or written, or exercised within certain periods, by an investor 
or group of investors acting in concert (regardless of whether the 
options are written on the same or different securities exchanges or 
are held, written or exercised in one or more accounts or through one 
or more brokers). It is possible that the Fund and other clients of MMC 
and certain of their affiliates may be considered to be such a group. A 
securities exchange may order the liquidation of positions found to be 
in violation of these limits, and it may impose certain other 
sanctions.
 
	In the case of options written by the Fund that are deemed 
covered by virtue of the Fund's holding convertible or exchangeable 
preferred stock or debt securities, the time required to convert or 
exchange and obtain physical delivery of the underlying common stocks 
with respect to which the Fund has written options may exceed the time 
within which the Fund must make delivery in accordance with an exercise 
notice. In these instances, the Fund may purchase or temporarily borrow 
the underlying securities for purposes of physical delivery. By so 
doing, the Fund will not bear any market risk because the Fund will 
have the absolute right to receive from the issuer of the underlying 
security an equal number of shares to replace the borrowed stock, but 
the Fund may incur additional transaction costs or interest expenses in 
connection with any such purchase or borrowing.
 
	Although MMC will attempt to take appropriate measures to 
minimize the risks relating to the Fund's writing of call options and 
purchasing of put and call options, there can be no assurance that the 
Fund will succeed in its option-writing program.
 
Stock Index Options
 
	As described generally above, the Fund may purchase put and call 
options and write call options on domestic stock indexes listed on 
domestic exchanges in order to realize its investment objective of 
capital appreciation or for the purpose of hedging its portfolio. A 
stock index fluctuates with changes in the market values of the stocks 
included in the index. Some stock index options are based on a broad 
market index such as the New York Stock Exchange Composite Index or the 
Canadian Market Portfolio Index, or a narrower market index such as the 
Standard & Poor's 100. Indexes also are based on an industry or market 
segment such as the American Stock Exchange Oil and Gas Index or the 
Computer and Business Equipment Index.
 
	Options on stock indexes are generally similar to options on 
stock except that the delivery requirements are different. Instead of 
giving the right to take or make delivery of stock at a specified 
price, an option on a stock index gives the holder the right to receive 
a cash "exercise settlement amount" equal to (a) the amount, if any, by 
which the fixed exercise price of the option exceeds (in the case of a 
put) or is less than (in the case of a call) the closing value of the 
underlying index on the date of exercise, multiplied by (b) a fixed 
"index multiplier." Receipt of this cash amount will depend upon the 
closing level of the stock index upon which the option is based being 
greater than, in the case of a call, or less than, in the case of a 
put, the exercise price of the option. The amount of cash received will 
be equal to such difference between the closing price of the index and 
the exercise price of the option expressed in dollars or a foreign 
currency, as the case may be, times a specified multiple. The writer of 
the option is obligated, in return for the premium received, to make 
delivery of this amount. The writer may offset its position in stock 
index options prior to expiration by entering into a closing 
transaction on an exchange or it may let the option expire unexercised.
 
	The effectiveness of purchasing or writing stock index options as 
a hedging technique will depend upon the extent to which price 
movements in the portion of the securities portfolio of the Fund 
correlate with price movements of the stock index selected. Because the 
value of an index option depends upon movements in the level of the 
index rather than the price of a particular stock, whether the Fund 
will realize a gain or loss from the purchase or writing of options on 
an index depends upon movements in the level of stock prices in the 
stock market generally or, in the case of certain indexes, in an 
industry or market segment, rather than movements in the price of a 
particular stock. Accordingly, successful use by the Fund of options on 
stock indexes will be subject to MMC's ability to predict correctly 
movements in the direction of the stock market generally or of a 
particular industry. This requires different skills and techniques than 
predicting changes in the price of individual stocks.

Futures Contracts and Options on Futures Contracts

	As described generally above, the Fund may invest in stock index 
futures contracts and options on futures contracts that are traded on a 
domestic exchange or board of trade.

	The purpose of entering into a futures contract by the Fund is to 
protect the Fund from fluctuations in the value of securities without 
actually buying or selling the securities. For example, in the case of 
stock index futures contracts, if the Fund anticipates an increase in 
the price of stocks that it intends to purchase at a later time, the 
Fund could enter into contracts to purchase the stock index (known as 
taking a "long" position) as a temporary substitute for the purchase of 
stocks. If an increase in the market occurs that influences the stock 
index as anticipated, the value of the futures contracts increases and 
thereby serves as a hedge against the Fund's not participating in a 
market advance. The Fund then may close out the futures contracts by 
entering into offsetting futures contracts to sell the stock index 
(known as taking a "short" position) as it purchases individual stocks. 
The Fund can accomplish similar results by buying securities with long 
maturities and selling securities with short maturities. But by using 
futures contracts as an investment tool to reduce risk, given the 
greater liquidity in the futures market, it may be possible to 
accomplish the same result more easily and more quickly.
 
	No consideration will be paid or received by the Fund upon the 
purchase or sale of a futures contract. Initially, the Fund will be 
required to deposit with the broker an amount of cash or cash 
equivalents equal to approximately 1% to 10% of the contract amount 
(this amount is subject to change by the exchange or board of trade on 
which the contract is traded and brokers or members of such board of 
trade may charge a higher amount). This amount is known as "initial 
margin" and is in the nature of a performance bond or good faith 
deposit on the contract which is returned to the Fund, upon termination 
of the futures contract, assuming all contractual obligations have been 
satisfied. Subsequent payments, known as "variation margin," to and 
from the broker, will be made daily as the price of the index or 
securities underlying the futures contract fluctuates, making the long 
and short positions in the futures contract more or less valuable, a 
process known as "marking-to-market." In addition, when the Fund enters 
into a long position in a futures contract or an option on a futures 
contract, it must deposit into a segregated account with the Fund's 
custodian an amount of cash or cash equivalents equal to the total 
market value of the underlying futures contract, less amounts held in 
the Fund's commodity brokerage account at its broker. At any time prior 
to the expiration of a futures contract, the Fund may elect to close 
the position by taking an opposite position, which will operate to 
terminate the Fund's existing position in the contract.
 
	There are several risks in connection with the use of futures 
contracts as a hedging device. Successful use of futures contracts by 
the Fund is subject to the ability of MMC to predict correctly 
movements in the stock market or in the direction of interest rates. 
These predictions involve skills and techniques that may be different 
from those involved in the management of investments in securities. In 
addition, there can be no assurance that there will be a perfect 
correlation between movements in the price of the securities underlying 
the futures contract and movements in the price of the securities that 
are the subject of the hedge. A decision of whether, when and how to 
hedge involves the exercise of skill and judgment, and even a well-
conceived hedge may be unsuccessful to some degree because of market 
behavior or unexpected trends in market behavior or interest rates.
 
	Positions in futures contracts may be closed out only on the 
exchange on which they were entered into (or through a linked exchange) 
and no secondary market exists for those contracts. In addition, 
although the Fund intends to enter into futures contracts only if there 
is an active market for the contracts, there is no assurance that an 
active market will exist for the contracts at any particular time. Most 
futures exchanges and boards of trade limit the amount of fluctuation 
permitted in futures contract prices during a single trading day. Once 
the daily limit has been reached in a particular contract, no trades 
may be made that day at a price beyond that limit. It is possible that 
futures contract prices could move to the daily limit for several 
consecutive trading days with little or no trading, thereby preventing 
prompt liquidation of futures positions and subjecting some futures 
traders to substantial losses. In such event, and in the event of 
adverse price movements, the Fund would be required to make daily cash 
payments of variation margin; in such circumstances, an increase in the 
value of the portion of the portfolio being hedged, if any, may 
partially or completely offset losses on the futures contract. As 
described above, however, no assurance can be given that the price of 
the securities being hedged will correlate with the price movements in 
a futures contract and thus provide an offset to losses on the futures 
contract.

Investment Restrictions
 
	The Fund has adopted the following investment restrictions for 
the protection of  shareholders. Restrictions 1 through 7 cannot be 
changed without approval by the holders of a majority of the 
outstanding shares of the Fund, defined as the lesser of (a) 67% of the 
Fund's shares present at a meeting, if the holders of more than 50% of 
the outstanding shares are present in person or by proxy, or (b) more 
than 50% of the Fund's outstanding shares. The remaining restrictions 
may be changed by the Fund's Board of Directors at any time. The Fund 
may not:
 

1. Invest in a manner that would cause it to fail to be a 
"diversified company" under the 1940 Act and the rules 
regulations and orders thereunder.

2. Issue senior securities as defined in the 1940 Act, and any 
rules and orders thereunder, except insofar as the Fund may be 
deemed to have issued senior securities by reason of: (a) 
borrowing money or purchasing securities on a when-issued or 
delayed-delivery basis; (b) purchasing or selling futures 
contracts and options on future contracts and other similar 
instruments; and (c) issuing separate classes of shares.

3. Invest more than 25% of its total assets in securities, the 
issuers of which are in the same industry. For purposes of 
this limitation, U.S. government securities and securities of 
state or municipal governments and their political 
subdivisions are not considered to be issued by members of any 
industry.

4.	Borrow money, except that (a) the Fund may borrow from banks 
for temporary or emergency (not leveraging) purposes, 
including the meeting of redemption requests which might 
otherwise require the untimely disposition of securities, and 
(b) the Fund may, to the extent consistent with its investment 
policies, enter into reverse repurchase agreements, forward 
roll transactions and similar investment strategies and 
techniques. To the extent that it engages in transactions 
described in (a) and (b), the Fund will be limited so that no 
more than 33 -1/3% of the value of its total assets (including 
the amount borrowed), valued at the lesser of cost or market, 
less liabilities (not including the amount borrowed) valued at 
the time the borrowing is made, is derived from such 
transactions. 


5.	Engage in the business of underwriting securities issued by 
other persons, except to the extent that the Fund may 
technically be deemed to be an underwriter under the 
Securities Act of 1933, as amended, in disposing of portfolio 
securities.
 
 
6.	Purchase or sell real estate, real estate mortgages, 
commodities or commodity contracts, but this restriction shall 
not prevent the Fund from (a) investing in securities of 
issuers engaged in the real estate business or the business of 
investing in real estate (including interests in limited 
partnerships owning or otherwise engaging in the real estate 
business or the business of investing in real estate) and 
securities which are secured by real estate or interests 
therein; (b) holding or selling real estate received in 
connection with securities it holds or held; (c) trading in 
futures contracts and options on futures contracts (including 
options on currencies to the extent consistent with the Fund's 
investment objective and policies); or (d) investing in real 
estate investment trust securities.
 
7.	Make loans. This restriction does not apply to: (a) the 
purchase of debt obligations in which the Fund may invest 
consistent with its investment objectives and policies; (b) 
repurchase agreements; and (c) loans of its portfolio 
securities, to the fullest extent permitted under the 1940 
Act.

8.	Invest more than 5.00% of the value of the Fund's total assets 
in the securities of any issuer which has been in continuous 
operation for less than three years. This restriction does not 
apply to U.S. government securities.
 
9.	Invest in other open-end investment companies (except as part 
of a merger, consolidation, reorganization or acquisition of 
assets). This restriction does not apply to investment in 
closed-end, publicly traded investment companies.

10.	Invest in interests in oil, gas or other mineral 
exploration or development programs (except that the Fund may 
invest in the securities of issuers which operate, invest in 
or sponsor such programs).

11.	Purchase or retain the securities of any issuer if, to the 
knowledge of the Fund, any officer or Director of the Fund or 
of MMC owns beneficially more than 1/2 of 1.00% of the 
outstanding securities of such issuer and the persons so 
owning more than 1/2 of 1.00% of such securities together own 
beneficially more than 5.00% of such securities. 

12.	Purchase warrants if, thereafter, more than 2.00% of the 
value of the Fund's net assets would consist of such warrants, 
but warrants attached to other securities or acquired in units 
by the Fund are not subject to this restriction.
 
13.	Purchase or otherwise acquire any security if, as a result, 
more than 15% of its net assets would be invested in 
securities that are illiquid.
 
14	Invest in any company for the purpose of exercising control or 
management.

15.	Purchase or sell real estate limited partnership interests.
    

16.	Purchase any securities on margin (except for such short-
term credits as are necessary for the clearance of purchases 
and sales of portfolio securities) or sell any securities 
short (except "against the box"). For purposes of this 
restriction, the deposit or payment by the Fund of underlying 
securities and other assets in escrow and collateral 
agreements with respect to initial or maintenance margin in 
connection with futures contracts and related options and 
options on securities, indexes or similar items is not 
considered to be the purchase of a security on margin.

17. Write, purchase or sell puts, calls, straddles, spreads or 
combinations thereof or engage in transactions involving 
futures contracts and related options, except as permitted 
under the Fund's investment goals and policies, as set forth 
in the current Prospectus and the Statement of Additional 
Information.
    
	Certain restrictions listed above permit the Fund without 
shareholder approval to engage in investment practices that the Fund 
does not currently pursue. The Fund has no present intention of 
altering its current investment practices as otherwise described in the 
Prospectus and this Statement of Additional Information and any future 
change in those practices would require Board approval. If any 
percentage restriction described above is complied with at the time of 
an investment, a later increase or decrease in percentage resulting 
from a change in values or assets will not constitute a violation of 
the restriction. 
       
Portfolio Turnover
 
   	While the Fund does not intend to trade in securities for short-
term profits, securities may be sold without regard to the amount of 
time they have been held by the Fund when warranted by the 
circumstances. The Fund's portfolio turnover rate is calculated by 
dividing the lesser of purchases or sales of portfolio securities for a 
year by the monthly average value of portfolio securities for the year. 
Securities with remaining maturities of one year or less at the date of 
acquisition are excluded from the calculation. A portfolio turnover 
rate of 100% would occur, for example, if all the securities in the 
Fund's portfolio were replaced once during a period of one year. A high 
rate of portfolio turnover in any year will increase brokerage 
commissions paid and could result in high amounts of realized 
investment gain subject to the payment of taxes by shareholders. Any 
realized short-term investment gain will be taxed to shareholders as 
ordinary income. For the 1998 and 1997 fiscal years, the Fund's 
portfolio turnover rates were 41% and 46%, respectively.
     

Portfolio Transactions
 
	Decisions to buy and sell securities for the Fund are made by 
MMC, subject to the overall supervision and review of the Fund's Board 
of Directors. Portfolio securities transactions for the Fund are 
effected by or under the supervision of MMC.
 
   	Transactions on stock exchanges involve the payment of negotiated 
brokerage commissions. There generally is no stated commission in the 
case of securities traded in the over-the-counter markets, but the 
price of those securities includes an undisclosed commission or mark-
up. Over-the-counter purchases and sales are transacted directly with 
principal market makers except in those cases in which better prices 
and executions may be obtained elsewhere. The cost of securities 
purchased from underwriters includes an underwriting commission or 
concession, and the prices at which securities are purchased from and 
sold to dealers include a dealer's mark-up or mark-down. For the fiscal 
years ended September 30, 1998, 1997 and 1996, the Fund paid total 
brokerage commissions of $2,284,354, $2,983,857 and $2,132,627, 
respectively.
     
   	In executing portfolio transactions and selecting brokers or 
dealers, it is the Fund's policy to seek the best overall terms 
available. The Advisory Agreement between the Fund and MMC provides 
that, in assessing the best overall terms available for any 
transaction, MMC shall consider the factors it deems relevant, 
including the breadth of the market in the security, the price of the 
security, the financial condition and execution capability of the 
broker or dealer, and the reasonableness of the commission, if any, for 
the specific transaction and on a continuing basis. In addition, the 
Advisory Agreement authorizes MMC, in selecting brokers or dealers to 
execute a particular transaction and in evaluating the best overall 
terms available, to consider the brokerage and research services (as 
those terms are defined in Section 28(e) of the Securities Exchange Act 
of 1934) provided to the Fund and/or other accounts over which MMC or 
an affiliate exercises investment discretion.  For the fiscal year 
ended September 30, 1998, the Fund directed brokerage transactions 
totalling approximately $13,842,986 to brokers because of research 
services provided.  The amount of brokerage commissions paid on such 
transactions totalled approximately $586,979.
     
	The Fund's Board of Directors periodically will review the 
commissions paid by the Fund to determine if the commissions paid over 
representative periods of time were reasonable in relation to the 
benefits inuring to the Fund. It is possible certain of the services 
received will primarily benefit one or more other accounts for which 
investment discretion is exercised. Conversely, the Fund may be the 
primary beneficiary of services received as a result of portfolio 
transactions effected for other accounts. MMC's fee under the Advisory 
Agreement is not reduced by reason of MMC's receiving such brokerage 
and research services. Further, Salomon Smith Barney will not 
participate in commissions from brokerage given by the Fund to other 
brokers or dealers and will not receive any reciprocal brokerage 
business resulting therefrom.
 
   	The Fund's Board of Directors has determined that any portfolio 
transaction for the Fund may be executed through Salomon Smith Barney 
if, in MMC's judgment, the use of Salomon Smith Barney is likely to 
result in price and execution at least as favorable as those of other 
qualified brokers, and if in the transaction, Salomon Smith Barney 
charges the Fund a commission rate consistent with those charged by 
Salomon Smith Barney to comparable unaffiliated customers in similar 
transactions. In addition, Salomon Smith Barney may directly execute 
such transactions for the Fund on the floor of any national securities 
exchange, provided: (i) the Board of Directors has expressly authorized 
Salomon Smith Barney to effect such transactions; and (ii) Salomon 
Smith Barney annually advises the Fund of the aggregate compensation it 
earned on such transactions. For the fiscal years ended September 30, 
1998, 1997 and 1996 , the Fund paid $161,040, $27,396 and $80,904 
respectively, in brokerage commissions to Salomon Smith Barney  The 
percentage of registrant's aggregate brokerage commissions paid to 
Salomon Smith Barney for the fiscal year ended September 30, 1998 was 
7.05% and the percentage of registrant's aggregate dollar amount of 
transactions involving the payment of commissions to Salomon Smith 
Barney for the fiscal year ended September 30, 1998 was 6.19%.
    
	While investment decisions for the Fund are made independently 
from those of the other accounts managed by MMC, or certain affiliates 
of MMC, investments of the type the Fund may make also may be made by 
such other accounts. In such instances, available investments or 
opportunities for sales will be allocated in a manner believed by MMC 
to be equitable to each. In some cases, this procedure may adversely 
affect the price paid or received by the Fund or the size of the 
position obtained for or disposed of by the Fund.

PURCHASE OF SHARES
 
Volume Discounts
 
	The schedule of sales charges on Class A shares described in the 
Prospectus applies to purchases made by any "purchaser," which is 
defined to include the following: (a) an individual; (b) an 
individual's spouse and his or her children purchasing shares for his 
or her own account; (c) a trustee or other fiduciary purchasing shares 
for a single trust estate or single fiduciary account; (d) a pension, 
profit-sharing or other employee benefit plan qualified under Section 
401(a) of the Code, and qualified employee benefit plans of employers 
who are "affiliated persons" of each other within the meaning of the 
1940 Act; (e) tax-exempt organizations enumerated in Section 501(c)(3) 
or (13) of the Code; and (f) a trustee or other professional fiduciary 
(including a bank, or an investment adviser registered with the SEC 
under the Investment Advisers Act of 1940, as amended) purchasing 
shares of the Fund for one or more trust estates or fiduciary accounts. 
Purchasers who wish to combine purchase orders to take advantage of 
volume discounts on Class A shares should contact a Salomon Smith 
Barney Financial Consultant.

Combined Right of Accumulation
 
	Reduced sales charges, in accordance with the schedule in the 
Prospectus, apply to any purchase of Class A shares if the aggregate 
investment in Class A shares of the Fund and in Class A shares of other 
Smith Barney Mutual Funds that are offered with an initial sales 
charge, including the purchase being made, of any purchaser is $25,000 
or more. The reduced sales charge is subject to confirmation of the 
shareholder's holdings through a check of appropriate records. The Fund 
reserves the right to terminate or amend the combined right of 
accumulation at any time after written notice to shareholders. For 
further information regarding the combined right of accumulation, 
shareholders should contact a Salomon Smith Barney Financial 
Consultant.
 


Determination of Public Offering Price
 
	The Fund offers its shares to the public on a continuous basis. 
The public offering price for Class A shares of the Fund is equal to 
the net asset value per share at the time of purchase plus an initial 
sales charge based on the aggregate amount of the investment. The 
public offering price for Class B, Class L and Class Y shares (and 
Class A share purchases, including applicable rights of accumulation, 
equaling or exceeding $500,000) is equal to the net asset value per 
share at the time of purchase and no sales charge is imposed at the 
time of purchase. A contingent deferred sales charge ("CDSC"), however, 
is imposed on certain redemptions of Class B and Class L shares, and of 
Class A shares when purchased in amounts equaling or exceeding 
$500,000. The method of computation of the public offering price is 
shown in the Fund's financial statements incorporated by reference in 
their entirety into this Statement of Additional Information.
 
REDEMPTION OF SHARES
 
	The right of redemption may be suspended or the date of payment 
postponed (a) for any period during which the NYSE is closed (other 
than for customary weekend or holiday closings), (b) when trading in 
markets the Fund normally utilizes is restricted, or an emergency, as 
determined by the SEC, exists so that disposal of the Fund's 
investments or determination of net asset value is not reasonably 
practicable or (c) for such other periods as the SEC by order may 
permit for protection of the Fund's shareholders.
  
Distributions in Kind
 
	If the Board of Directors of the Fund determines that it would be 
detrimental to the best interests of the remaining shareholders to make 
a redemption payment wholly in cash, the Fund may pay, in accordance 
with the SEC rules, any portion of a redemption in excess of the lesser 
of $250,000 or 1.00% of the Fund's net assets by distribution in kind 
of portfolio securities in lieu of cash. Securities issued as a 
distribution in kind may incur brokerage commissions when shareholders 
subsequently sell those securities.
 
Automatic Cash Withdrawal Plan
 
	An automatic cash withdrawal plan (the "Withdrawal Plan") is 
available to shareholders who own shares with a value of at least 
$10,000 ($5,000 for retirement plan accounts) and who wish to receive 
specific amounts of cash monthly or quarterly. Withdrawals of at least 
$50 may be made under the Withdrawal Plan by redeeming as many shares 
of the Fund as may be necessary to cover the stipulated withdrawal 
payment. Any applicable CDSC will not be waived on amounts withdrawn by 
shareholders that exceed 1.00% per month of the value of a 
shareholder's shares at the time the Withdrawal Plan commences. (With 
respect to Withdrawal Plans in effect prior to November 7, 1994, any 
applicable CDSC will be waived on amounts withdrawn that do not exceed 
2.00% per month of the value of a shareholder's shares that are subject 
to a CDSC).  To the extent withdrawals exceed dividends, distributions 
and appreciation of a shareholder's investment in the Fund, there will 
be a reduction in the value of the shareholder's investment and 
continued withdrawal payments will reduce the shareholder's investment 
and ultimately may exhaust it. Withdrawal payments should not be 
considered as income from investment in the Fund. Furthermore, as it 
generally would not be advantageous to a shareholder to make additional 
investments in the Fund at the same time he or she is participating in 
the Withdrawal Plan, purchases by such shareholders in amounts of less 
than $5,000 ordinarily will not be permitted.
 
	Shareholders who wish to participate in the Withdrawal Plan and 
who hold their shares in certificate form must deposit their share 
certificates with First Data as agent for Withdrawal Plan members. All 
dividends and distributions on shares in the Withdrawal Plan are 
reinvested automatically at net asset value in additional shares of the 
Fund. A shareholder who purchases shares directly through First Data 
may continue to do so and applications for participation in the 
Withdrawal Plan must be received by First Data no later than the eighth 
day of the month to be eligible for participation beginning with that 
month's withdrawal. For additional information, shareholders should 
contact a Salomon Smith Barney Financial Consultant.
 
DISTRIBUTOR
 
   	CFBDS serves as the Fund's distributor on a best efforts basis 
pursuant to a written agreement dated October 8, 1998 (the 
"Distribution Agreement"), which was most recently approved by the 
Fund's Board of Directors on July 15, 1998. Prior to October 8, 1998 
Salomon Smith Barney Inc. served as the Fund's distributor on a best 
efforts basis pursuant to a written agreement dated July 30, 1993, 
which was most recently approved by the Fund's Board of Directors on 
July 15, 1998. For the fiscal years ended September 30, 1998, 1997 and 
1996, Salomon Smith Barney received $466,000, $817,000, and $1.0 
million, respectively, in sales charges from the sale of Class A 
shares. For the fiscal period ended September 30, 1998, Salomon Smith 
Barney received $10,000 in sales charges from the sale of Class L 
shares. For the fiscal years ended September 30, 1998, 1997 and 1996, 
Salomon Smith Barney received $14,000, $4,000 and $2,000, respectively, 
representing CDSC fees on redemptions of the Fund's Class A shares. For 
the fiscal years ended September 30, 1998, 1997 and 1996, Salomon Smith 
Barney received $11,000, 11,000 and $10,000, respectively, representing 
CDSC fees on redemptions of the Fund's Class L shares.  For the fiscal 
years ended September 30, 1998, 1997 and 1996, Salomon Smith Barney 
received $1,177,000, $1,133,000 and $844,000, respectively, 
representing CDSC fees on redemptions of the Fund's Class B shares.
    
	When payment is made by the investor before settlement date, 
unless  otherwise directed by the investor, the funds will be held as a 
free credit balance in the investor's brokerage account and Salomon 
Smith Barney may benefit from the temporary use of the funds. The 
Fund's Board of Directors has been advised of the benefits to Salomon 
Smith Barney resulting from these settlement procedures and will take 
such benefits into consideration when reviewing the Advisory, 
Administration and Distribution Agreements for continuance.


Distributions Arrangements
 
	To compensate Salomon Smith Barney for the services it provides 
and for the expenses it  bears, the Fund has adopted a services and 
distribution plan (the "Plan") pursuant to Rule 12b-1 under the 1940 
Act. Under the Plan, the Fund pays Salomon Smith Barney a service fee, 
accrued daily and paid monthly, calculated at the annual rate of 0.25% 
of the value of the Fund's average daily net assets attributable to the 
Class A, Class B and Class L shares. In addition, the Fund pays Salomon 
Smith Barney a distribution fee with respect to the Class B and Class L 
shares primarily intended to compensate Salomon Smith Barney for its 
initial expense of paying Financial Consultants a commission upon sales 
of those shares. The Class B and Class L distribution fee is calculated 
at the annual rate of 0.75% of the value of the Fund's average daily 
net assets attributable to the shares.
 
   	For the fiscal year ended September 30, 1998, Salomon Smith Barney 
incurred distribution expenses for the following: advertising, printing 
and mailing prospectuses, support services and overhead expenses to 
Salomon Smith Barney Financial Consultants and accruals for interest on 
the excess of Salomon Smith Barney expenses incurred in the distribution 
of the Fund's shares over the sum of the distribution fees and CDSC 
received by Salomon Smith Barney are expressed in the following table:


Financial 
Consultant
Compensation


Branch 
Expenses


Advertising
Expenses


Printing
Expenses


Interest
Expenses


Other 
Expenses

$5,142,602
$3,616,655
$394,939
$62,135
$144,705
$4,218,433

The following shows the total distribution fees paid by each Class 
for the fiscal year ended September 30, 1998:


    
    
Class A 
$1,471,566


Class B
8,536,323


Class L
675,140

Total
$10,683,029

     
    
	Under its terms, the Plan continues from year to year, provided 
such continuance is approved annually by vote of the Fund's Board of 
Directors, including a majority of the Independent Directors.  The Plan 
may not be amended to increase the amount of the service and 
distribution fees without shareholder approval, and all material 
amendments of the Plan also must be approved by the Directors and 
Independent Directors in the manner described above. The Plan may be 
terminated with respect to a class of the Fund (a "Class") at any time, 
without penalty, by the vote of a majority of the Independent Directors 
or by a vote of a majority of the outstanding voting securities of the 
Class (as defined in the 1940 Act). Pursuant to the Plan, Salomon Smith 
Barney will provide the Fund's Board of Directors with periodic reports 
of amounts expended under the Plan and the purpose for which such 
expenditures were made. 

VALUATION OF SHARES
 
	Each Class' net asset value per share is calculated on each day, 
Monday through Friday, except days on which the NYSE is closed. The 
NYSE currently is scheduled to be closed on New Year's Day, Martin 
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, 
Independence Day, Labor Day, Thanksgiving and Christmas, and on the 
preceding Friday or subsequent Monday when one of these holidays falls 
on a Saturday or Sunday, respectively. Because of the differences in 
distribution fees and Class-specific expenses, the per share net asset 
value of each Class may differ. The following is a description of the 
procedures used by the Fund in valuing its assets.
 
	Securities listed on a national securities exchange will be 
valued on the basis of the last sale on the date on which the valuation 
is made or, in the absence of sales, at the mean between the closing 
bid and asked prices. Over-the-counter securities will be valued on the 
basis of the bid price at the close of business on each day, or, if 
market quotations for those securities are not readily available, at 
fair value, as determined in good faith by the Fund's Board of 
Directors. Short-term obligations with maturities of 60 days or less 
are valued at amortized cost, which constitutes fair value as 
determined by the Fund's Board of Directors. Amortized cost involves 
valuing an instrument at its original cost to the Fund and thereafter 
assuming a constant amortization to maturity of any discount or 
premium, regardless of the effect of fluctuating interest rates on the 
market value of the instrument. All other securities and other assets 
of the Fund will be valued at fair value as determined in good faith by 
the Fund's Board of Directors.

EXCHANGE PRIVILEGE

	Except as noted below and in the Prospectus, shareholders of any 
of the Smith Barney Mutual Funds may exchange all or part of their 
shares for shares of the same class of other Smith Barney Mutual Funds, 
to the extent such shares are offered for sale in the shareholder's 
state of residence, on the basis of relative net asset value per share 
at the time of exchange as follows:

	A. Class A shares of the Fund may be exchanged without a sales 
charge for Class A shares of any of the Smith Barney Mutual 
Funds.

	B.  Class B shares of any fund may be exchanged without a sales 
charge.  Class B shares of the Fund exchanged for Class B shares 
of another Smith Barney Mutual Fund will be subject to the higher 
applicable CDSC of the two funds and, for purposes of calculating 
CDSC rates and conversion periods, will be deemed to have been 
held since the date the shares being exchanged were deemed to be 
purchased.

	C.  Class L shares of any fund may be exchanged without a sales 
charge.  For purposes of CDSC applicability, Class L shares of 
the Fund exchanged for Class L shares of another Smith Barney 
Mutual Fund will be deemed to have been owned since the date the 
shares being exchanged were deemed to be purchased. 
 
	The exchange privilege enables shareholders to acquire shares of 
the same Class in a fund with different investment objectives when they 
believe that a shift between funds is an appropriate investment 
decision. This privilege is available to shareholders residing in any 
state in which the fund shares being acquired may legally be sold. 
Prior to any exchange, the shareholder should obtain and review a copy 
of the current prospectus of each fund into which an exchange is being 
considered. Prospectuses may be obtained from a Salomon Smith Barney 
Financial Consultant.
 
	Upon receipt of proper instructions and all necessary supporting 
documents, shares submitted for exchange are redeemed at the then-
current net asset value and the proceeds are immediately invested, at a 
price as described above, in shares of the fund being acquired. Salomon 
Smith Barney reserves the right to reject any exchange request. The 
exchange privilege may be modified or terminated at any time after 
written notice to shareholders.

PERFORMANCE DATA
 
	From time to time, the Fund may quote total return of a Class in  
advertisements or in reports and other communications to shareholders. 
The Fund may include comparative performance information in advertising 
or marketing the Fund's shares. Such performance information may 
include data from the following industry and financial publications: 
Barrons', Business Week, CDA Investment Technologies, Inc., Changing 
Times, Forbes, Fortune, Institutional Investor, Investors Daily, Money, 
Morningstar Mutual Fund Values, The New York Times, USA Today and The 
Wall Street Journal. To the extent any advertisement or sales 
literature of the Fund describes the expenses or performance of any 
Class it will also disclose such information for the other Classes.


Average Annual Total Return
 
"Average annual total return" figures are computed according to a 
formula prescribed by the SEC. The formula can be expressed as follows:
 
	P(1 + T)n = ERV
 
	Where:	P	=	a hypothetical initial payment of $1,000. 
    	T	=	average annual total return. 
	n	=	number of years. 
	ERV	=	Ending Redeemable Value of a hypothetical $1,000 
investment made at the beginning of the 1-, 5- 
or 10-year period at the end of the 1-, 5- or 
10-year period (or fractional portion thereof), 
assuming reinvestment of all dividends and 
distributions. 
    
Class A's average annual total return was as follows for the periods 
indicated:
 
(10.75)% for the one-year period from October 1, 1997 through September  
30, 1998;
10.80%	for the five-year period from October 1, 1993 through September 
30, 1998;
12.62% for the ten-year period from October 1, 1988 through September 
30, 1998.

	The average annual total return figures assume that the maximum 
5.00%  sales charge has been deducted from the investment at the time 
of purchase. If the maximum sales charge of 5.00% had not been deducted 
at the time of purchase, the average annual total return for the same 
periods would have been (6.04)%, 11.93%, and 13.20%, respectively.
 
Class B's average annual total return was as follows for the periods 
indicated:
 
(11.22)% for the one-year period from October 1, 1997 through September 
30, 1998.
11.00% for the five-year period from October 1, 1993 through September 
30, 1998.
13.23% for the period from November 6, 1992 (commencement of 
operations) through September 30, 1998.

	The average annual total return figures assume that the maximum 
5.00% CDSC has been deducted from the investment, if shares had been 
redeemed within one year from purchase. Thereafter, the CDSC declines 
by 1.00% per year until no CDSC is incurred. If the CDSC had not been 
deducted, the average annual total return for the same periods would 
have been  (6.79)%, 11.13%, and 13.23%, respectively.
 
Class L's average annual total return was as follows for the period 
indicated:
 
(8.47)% for the one-year period from October 1, 1997 through September 
30, 1998.
10.96% for the five-year period from October 1, 1993 through September 
30, 1998.
11.21% for the period from August 10, 1993 (commencement of operations) 
through September 30, 1998.

	The average annual total return figures assume that the maximum 
1.00% sales charge has been deducted from the investment at the time of 
purchase and the deduction of 1.00% CDSC, if shares are redeemed within 
the first year of purchase. If the maximum sales charge of 1.00% had 
not been deducted at the time of purchase, the average annual total 
return for the same periods would have been (6.70)%, 11.17%, and 
11.42%, respectively.

Class Y's average annual total return was as follows for the period 
indicated:
 
(6.78)% for the one-year period from October 1, 1997 through September 
30, 1998.
11.06% for the period from January 31, 1996* through September 30, 
1998.
						
*During November 1995, Class Y shares were fully redeemed, 
therefore performance for Class Y shares represents performance 
for the period beginning January 31, 1996, which represents the 
date new share purchases were made into this Class of shares.
    
	Performance will vary from time to time depending upon market 
conditions, the composition of the Fund's portfolio, operating expenses 
and the expenses exclusively attributable to the Class. Consequently, 
any given performance quotation should not be considered representative 
of the Class' performance for any specified period in the future. 
Because performance will vary, it may not provide a basis for comparing 
an investment in the Class with certain bank deposits or other 
investments that pay a fixed yield for a stated period of time. 
Investors comparing the Class' performance with that of other mutual 
funds should give consideration to the quality and maturity of the 
respective investment companies' portfolio securities.

	It is important to note that the total return figures set forth 
above are based on historical earnings and are not intended to indicate 
future performance.
 

TAXES
 
	The following is a summary of selected Federal income tax 
considerations that may affect the Fund and its shareholders. The 
summary is not intended as a substitute for individual tax advice and 
investors are urged to consult their own tax advisors as to the tax 
consequences of an investment in the Fund.
 
	The Fund has qualified and intends to continue to qualify each 
year as a regulated investment company under the Code. Provided the 
Fund (a) is a regulated investment company and (b) distributes at least 
90% of its net investment income (including, for this purpose, net 
realized short-term capital gains), the Fund will not be liable for 
Federal income taxes to the extent its net investment income and its 
net realized long- and short-term capital gains, if any, are 
distributed to its shareholders. Although the Fund expects to be 
relieved of all or substantially all Federal, state, and local income 
or franchise taxes, depending upon the extent of its activities in 
states and localities in which its offices are maintained, in which its 
agents or independent contractors are located, or in which it is 
otherwise deemed to be conducting business, that portion of the Fund's 
income which is treated as earned in any such state or locality could 
be subject to state and local tax. Any such taxes paid by the Fund 
would reduce the amount of income and gain available for distribution 
to shareholders. All of a shareholder's dividends and distributions 
payable by the Fund will be reinvested automatically in additional 
shares of the same Class of the Fund at net asset value, unless the 
shareholder elects to receive dividends and distributions in cash.
 
	Gain or loss on the sale of a security by the Fund generally will 
be long-term capital gain or loss if the Fund has held the securities 
for more than one year. Gain or loss on the sale of securities held for 
not more than one year will be short-term. If the Fund acquires a debt 
security at a substantial discount, a portion of any gain upon the sale 
or redemption will be taxed as ordinary income, rather than capital 
gain to the extent it reflects accrued market discount.

	Dividends of net investment income and distributions of net 
realized short-term capital gains will be taxable to shareholders as 
ordinary income for Federal income tax purposes, whether received in 
cash or reinvested in additional shares. Dividends received by 
corporate shareholders will qualify for the dividends-received 
deduction only to the extent that the Fund designates the amount 
distributed as a dividend and the amount so designated does not exceed 
the aggregate amount of dividends received by the Fund from domestic 
corporations for the taxable year. The Federal dividends-received 
deduction for corporate shareholders may be further reduced or 
disallowed if the shares with respect to which dividends are received 
are treated as debt-financed or are deemed to have been held for less 
than 46 days.
 
	Foreign countries may impose withholding and other taxes on 
dividends and interest paid to the Fund with respect to investments in 
foreign securities. However, certain foreign countries have entered 
into tax conventions with the United States to reduce or eliminate such 
taxes.  Distributions of long-term capital gains will be taxable to 
shareholders as such, whether paid in cash or reinvested in additional 
shares and regardless of the length of time that the shareholder has 
held his or her interest in the Fund. If a shareholder receives a 
distribution taxable as long-term capital gain with respect to his or 
her investment in the Fund and redeems or exchanges the shares before 
he or she has held them for more than six months, any loss on the 
redemption or exchange that is less than or equal to the amount of the 
distribution will be treated as a long-term capital loss.
 
	If a shareholder (a) incurs a sales charge in acquiring or 
redeeming shares of the Fund, and (b) disposes of those shares and 
acquires within 90 days after the original acquisition shares in a 
mutual fund for which the otherwise applicable sales charge is reduced 
by reason of a reinvestment right (i.e., an exchange privilege), the 
original sales charge increases the shareholder's tax basis in the 
original shares only to the extent the otherwise applicable sales 
charge for the second acquisition is not reduced. The portion of the 
original sales charge that does not increase the shareholder's tax 
basis in the original shares would be treated as incurred with respect 
to the second acquisition and, as a general rule, would increase the 
shareholder's tax basis in the newly acquired shares. Furthermore, the 
same rule also applies to a disposition of the newly acquired shares 
made within 90 days of the second acquisition. This provision prevents 
a shareholder from immediately deducting the sales charge by shifting 
his or her investment in a family of mutual funds.
 
	Investors considering buying shares of the Fund just prior to a 
record date for a taxable dividend or capital gain distribution should 
be aware that, regardless of whether the price of the Fund shares to be 
purchased reflects the amount of the forthcoming dividend or 
distribution payment, any such payment will be a taxable dividend or 
distribution payment.
 
	If a shareholder fails to furnish a correct taxpayer 
identification number, fails to report his or her dividend or interest 
income in full, or fails to certify that he or she has provided a 
correct taxpayer identification number, and that he or she is not 
subject to such withholding, the shareholder may be subject to a 31% 
"backup withholding" tax with respect to (a) any taxable dividends and 
distributions and (b) any proceeds of any redemption of Fund shares. An 
individual's taxpayer identification number is his or her social 
security number. The 31% backup withholding tax is not an additional  
tax and may be credited against a shareholder's regular Federal income 
tax liability.
 
	Options Transactions.  The tax consequences of options 
transactions entered into by the Fund will vary depending on the nature 
of the underlying security and whether the "straddle" rules, discussed 
separately below, apply to the transaction. When the Fund writes a call 
or put option on an equity or debt security, it will receive a premium 
that will, subject to the "section 1256 contract" and straddle rules 
discussed below, be treated as follows for tax purposes. If the option 
expires unexercised, or if the Fund enters into a closing purchase 
transaction, the Fund will realize a gain (or loss if the cost of the 
closing purchase transaction exceeds the amount of the premium) without 
regard to any unrealized gain or loss on the underlying security. Any 
such gain or loss will be short-term capital gain or loss, except that 
any loss on a "qualified" covered call option not treated as part of a 
straddle may be treated as long-term capital loss. If a call option 
written by the Fund is exercised, the Fund will recognize a capital 
gain or loss from the sale of the underlying security, and will treat 
the premium as additional sales proceeds. Whether the gain or loss will 
be long-term or short-term will depend on the holding period of the 
underlying security. If a put option written by the Fund is exercised, 
the amount of the premium will reduce the tax basis of the security the 
Fund then purchases.
 
	The Code imposes a special "mark-to-market" system for taxing 
section 1256 contracts which include options on nonconvertible debt 
securities (including U.S. government securities). In general, gain or 
loss with respect to section 1256 contracts will be taken into account 
for tax purposes when actually realized (by a closing transaction, by 
exercise, by taking delivery or by other termination). In addition, any 
section 1256 contracts held at the end of a taxable year will be 
treated as sold at their year-end fair market value (that is, marked-
to-market), and the resulting gain or loss will be recognized for tax 
purposes. Provided section 1256 contracts are held as capital assets 
and are not part of a straddle, both the realized and unrealized year-
end gain or loss from these investment positions (including premiums on 
options that expire unexercised) will be treated as 60% long-term and 
40% short-term capital gain or loss, regardless of the period of time 
particular positions are actually held by the Fund.
 
	In order to continue to qualify as a regulated investment 
company, the Fund may have to limit its transactions in section 1256 
contracts.
 
	Straddles.  The Code contains rules applicable to "straddles," 
that is, "offsetting positions in actively traded personal property." 
Such personal property includes section 1256 contracts or other 
investment contracts. Where applicable, the straddle rules generally 
override the other provisions of the Code. In general, investment 
positions will be offsetting if there is a substantial diminution in 
the risk of loss from holding one position by reason of holding one or 
more other positions (although certain covered call options would not 
be treated as part of a straddle). The Fund is authorized to enter into 
covered call and covered put positions. Depending on what other 
investments are held by the Fund, at the time it enters into one of the 
above transactions, the Fund may create a straddle for purposes of the 
Code.
 
	If two (or more) positions constitute a straddle, recognition of 
a realized loss from one position (including a marked-to-market loss) 
must be deferred to the extent of unrecognized gain in an offsetting 
position. Also, long-term capital gain may be recharacterized as short-
term capital gain, or short-term capital loss as long-term capital 
loss. Furthermore, interest and other carrying charges allocable to 
personal property that is part of a straddle must be capitalized.
 
	If the Fund chooses to identify a particular offsetting position 
as being  one component of a straddle, a realized loss on any component 
of the straddle will be recognized no earlier than upon the liquidation 
of all of the components of the straddle. Special rules apply to 
"mixed" straddles (that is, straddles consisting of a section 1256 
contract and an offsetting position that is not a section 1256 
contract). If the Fund makes certain elections, the section 1256 
contract components of such mixed straddles will not be subject to the  
60%/40% mark-to-market rules. If any such election is made, the amount, 
the nature (as long- or short-term) and the timing of the recognition 
of the Fund's gains or losses from the affected straddle positions will 
be determined under rules that will vary according to the type of 
election made.
 
	Wash Sales.  "Wash sale" rules will apply to prevent the 
recognition of loss with respect to a position where an identical or 
substantially identical position is or has been acquired within a 
prescribed period.
 
	The foregoing is only a summary of certain Federal tax 
considerations generally affecting the Fund and its shareholders and is 
not intended as a substitute for careful tax planning. Shareholders are 
urged to consult their tax advisors with specific reference to their 
own tax situations, including their state and local tax liabilities.


ADDITIONAL INFORMATION
 
	The Fund was originally incorporated under the laws of the State 
of Washington on March  17, 1981, under the name Foster & Marshall 
Growth Fund, Inc. On May 22, 1984, December 18, 1987, November 21, 
1989, August 12, 1992, August 17, 1993 and October 14, 1994, the Fund 
changed its name to Shearson Fundamental Value Fund Inc., Shearson 
Lehman Fundamental Value Fund Inc., SLH Fundamental Value Fund Inc., 
Shearson Lehman Brothers Fundamental Value Fund Inc., Smith Barney 
Shearson Fundamental Value Fund Inc., and Smith Barney Fundamental 
Value Fund Inc. Without changing its name, the Fund was reincorporated 
as a Maryland corporation on May 24, 1995.
 
	PNC, located at 17th and Chestnut Streets, Philadelphia, 
Pennsylvania, 19103, serves as the custodian of the Fund. Under its 
agreement with the Fund, PNC holds the Fund's portfolio securities and 
keeps all necessary accounts and records. For its services, PNC 
receives a monthly fee based upon the month-end market value of 
securities held in custody and also receives securities transaction 
charges. The assets of the Fund are held under bank custodianship in 
compliance with the 1940 Act.

 
	First Data, located at Exchange Place, Boston, Massachusetts 
02109, serves as the Fund's transfer agent. Under the transfer agency 
agreement, First Data maintains the shareholder account records for the 
Fund, handles certain communications between shareholders and the Fund 
and distributes dividends and distributions payable by the Fund. For 
these services, First Data receives a monthly fee computed on the basis 
of the number of shareholder accounts it maintains for the Fund during 
the month and is reimbursed for out-of-pocket expenses.

FINANCIAL STATEMENTS
 
   	The Fund's Annual Report for the fiscal year ended September 30, 
1998 is incorporated herein by reference in its entirety.
    
35


PART C    

Item 24.	Financial Statements and Exhibits    
    
(a)	Financial Statements:    
    
		Included in Part A:    
    
		Financial Highlights    
    
		Included in Part B:    
    
   The Registrant's Annual Report for the fiscal year ended
September 30, 1998 and the Report of Independent Accountants
dated November 13, 1998 are incorporated by reference to the N-30D
filed with the Securities and Exchange Commission on December 2,
1998(Accession # 0000091155-98-000704).  
  


	Included in Part C:    
    
	
    
   Consent of Independent Accountants         

(b)	Exhibits    
    
All references are to the Registrant's registration statement
 on Form N-1A as filed with the Securities and Exchange Commission
("SEC"), File Nos. 2-71469 and 811-3158 (the "Registration Statement").

(1)(a)	Registrant's Articles of Incorporation dated May 13, 1994 are 
incorporated by reference to post-effective amendment no. 27 to the
Registration Statement as filed with the SEC on May 26, 1995
("Post-Effective Amendment No. 27"). 

(1)(b)	Registrant's Articles of Amendment dated May 24, 1995 are 
incorporated by reference to post-effective amendment no. 28 to the
Registration Statement as filed with the SEC on February 1, 1996
("Post-Effective Amendment No. 28"). 

(1)(c) 		Registrant's Articles of Amendment dated June 11, 1998 are 
incorporated by reference to post-effective amendment no. 31 to the
Registration Statement as filed with the SEC on November 24, 1998
("Post-Effective Amendment No. 31").

(2)	Registrant's By-Laws are incorporated by reference
to Post-Effective Amendment No. 27.    
    
(3)	Inapplicable.    

(4)(a)	Registrant's form of stock certificate relating to Class A
shares are incorporated by reference to Post-Effective Amendment No. 27.

(4)(b)	Registrant's form of stock certificate relating to Class B shares 
are incorporated by reference to Post-Effective Amendment No. 27.

(4)(c)	Registrant's form of stock certificate relating to Class C shares 
are incorporated by reference to Post-Effective Amendment No. 27.
   
(4)(d)	Registrant's form of stock certificate relating to Class Y shares 
are incorporated by reference to Post-Effective Amendment No. 27.

(5)		Form of Investment Advisory Agreement with Smith Barney
Mutual Funds Management Inc. (currently, known as Mutual Management Corp.)
is incorporated by reference to Post
-Effective Amendment No. 27.

(6)		Form of Distribution Agreement between the Registrant
and Smith Barney Inc. is incorporated by reference to Post-Effective
Amendment No. 27.

(6)(b)	Distribution Agreement between the Registrant and
CFBDS, Inc. is incorporated by reference to Post-Effective
Amendment No. 31.

    
(7)	Not applicable.    
  
(8)	Custodian Agreement with PNC Bank, National
Association to is incorporated by reference to Post-Effective Amendment
No. 27. 

   
(9)(a)	Form of Transfer Agency Agreement between the Registrant and The 
Transfer Agent is incorporated by reference to Post-Effective Amendment No. 
28.
    

(9)(b)	Form of Consent to Assignment between the Registrant
and The Shareholder Services Group, Inc. is incorporated by reference
to Post-Effective Amendment No. 27.

(9)(d)	Form of Administration Agreement between the Fund and 
Smith Barney Mutual Funds Management Inc. is incorporated by
reference to Post-Effective Amendment No. 27. 

(10)	Opinion of  Maryland Counsel is incorporated by reference to Post-
Effective  
Amendment No. 27. 

    
(11)	Consent of Independent Accountants is filed herewith.         
    
(12)	Not applicable.    
    
(13)	Not applicable.    

(14)	Prototype Self-Employed Retirement Plan is incorporated by 
reference to post-effective amendment no. 10 to the Registration Statement
as filed with the SEC on November 29, 1987.

 

(15)(a)	Services and Distribution Plan between the Registrant and
Smith Barney Inc. is incorporated by reference to Post-Effective
Amendment No. 27. 

15(b)		Amended and Restated Shareholder Services and Distribution Plan 
pursuant to Rule 12b-1 is incorporated by reference to Post-Effective
Amendment No. 31.

(16)	Performance Data is incorporated by reference to post-effective 
amendment no. 11 to the Registration Statement as filed with the SEC
on December 5, 1988.

(17)	Financial Data Schedule is filed herewith. 

(18)(a)	Form of Rule 18f-3(d) Multiple Class Plan of the Registrant is 
incorporated by reference to Post Effective Amendment No. 28.  
 
(18)(b)	Amended Rule 18f-3(d) Multiple Class Plan of the 
Registrant is incorporated by reference to Post-Effective Amendment No. 31.


Item 25.	Persons Controlled by or Under Common Control
		with Registrant
    
	Not applicable.
    
Item 26.	Number of Holders of Securities    
    
(1)	(2)    
 
Title of Class 	Number of Record Holders 
as of January 15, 1999

Common Stock par value $.001 per share    

Class A Shares			33,741
Class B Shares			58,802
Class C Shares			5,512
Class Y Shares		       5
 

Item 27.	Indemnification    

The response to this item is incorporated by reference to Post-Effective  
Amendment No. 5 to the Registration Statement as filed with the SEC. 

Item 28(a).	Business and Other Connections of Investment Adviser    

Investment Adviser - Mutual Management Corp.("MMC") formerly known as 
Smith Barney Mutual Funds Management Inc. was incorporated in December
1968 under the laws of the State of Delaware. MMC is a wholly owned
subsidiary of Salomon Smith Barney Holdings Inc. ("Holdings"), 
which in turn is a wholly owned subsidiary of Citigroup Inc. (formerly 
known as Travelers Group Inc.).  MMC is registered as an investment
adviser under the Investment Advisers Act of 1940 (the "Advisers Act") 
and has, through its predecessors, been in the investment counseling 
business since 1934.  The list required by this Item 28 of 
officers and directors of MMC together with information as to any other 
business, profession, vocation or employment of a substantial nature 
engaged in by such officers and directors during the past two fiscal years, 
is incorporated by reference to Schedules A and D of FORM ADV filed by 
MMC pursuant to the Advisers Act (SEC File No. 801-8314).    


Item 29.	Principal Underwriters 
(a) CFBDS, Inc. the Registrant's Distributor, is also
the distributor for
CitiFundsSM International Growth & Income Portfolio, 
CitiFundsSM International Equity Portfolio, CitiFundsSM Large Cap 
Growth 
Portfolio, CitiFundsSM Intermediate Income Portfolio, 
CitiFundsSM Short-Term U.S. Government Income Portfolio, 
CitiFundsSM Emerging Asian Markets Equity Portfolio, 
CitiFundsSM U.S. Treasury Reserves, CitiFundsSM Cash Reserves, 
CitiFundsSM Premium U.S. Treasury Reserves, 
CitiFundsSM Premium Liquid Reserves, CitiFundsSM Institutional U.S. 
Treasury Reserves, CitiFundsSM Institutional Liquid Reserves,
SM Institutional Cash Reserves, CitiFundsSM Tax Free Reserves, 
CitiFundsSM Institutional Tax Free Reserves, 
CitiFundsSM California Tax Free Reserves, 
CitiFundsSM Connecticut Tax Free Reserves, 
CitiFundsSM New York Tax Free Reserves, CitiFundsSM Balanced Portfolio, 
CitiFundsSM Small Cap Value Portfolio, CitiFundsSM Growth & Income 
Portfolio,
CitiFundsSM Small Cap Growth Portfolio, CitiFundsSM National 
Tax Free Income Portfolio, CitiFundsSM New York Tax Free Income 
Portfolio, 
CitiSelect VIP Folio 200, Citiselect VIP Folio 300,
CitiSelect VIP Folio 400, CitiSelect VIP Folio 500, 
CitiFundsSM Small Cap Growth VIP Portfolio, CitiSelect Folio 200, 
CitiSelect Folio 300, CitiSelect Folio 400, and CitiSelect Folio 
500.  

CFBDS is also the placement agent for Large Cap Value Portfolio, 
International Portfolio, Foreign Bond Portfolio, 
Intermediate Income Portfolio, Short-Term Portfolio, 
Growth & Income Portfolio, Large Cap Growth Portfolio, 
Small Cap Growth Portfolio, International Equity Portfolio, 
Balanced Portfolio, Government Income Portfolio, Emerging
Asian Markets Equity Portfolio, Tax Free Reserves Portfolio, 
Cash Reserves Portfolio and U.S. Treasury Reserves Portfolio. 

     CFBDS, Inc. is also the distributor for the following
Smith Barney Mutual Fund registrants: 
Concert Investment Series
Consulting Group Capital Markets Funds
Greenwich Street Series Fund
Smith Barney Adjustable Rate Government Income Fund
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Arizona Municipals Fund Inc.
Smith Barney California Municipals Fund Inc.
Smith Barney Concert Allocation Series Inc.
Smith Barney Equity Funds
Smith Barney Funds, Inc.
Smith Barney Income Funds
Smith Barney Institutional Cash Management Fund, Inc.
Smith Barney Investment Trust
Smith Barney Investment Funds Inc.
Smith Barney Managed Governments Fund Inc.
Smith Barney Managed Municipals Fund Inc.
Smith Barney Massachusetts Municipals Fund
Smith Barney Money Funds, Inc.
Smith Barney Muni Funds
Smith Barney Municipal Money Market Fund, Inc.
Smith Barney Natural Resources Fund Inc.
Smith Barney New Jersey Municipals Fund Inc.
Smith Barney Oregon Municipals Fund Inc.
Smith Barney Principal Return Fund 
Smith Barney Small Cap Blend Fund, Inc.
Smith Barney Telecommunications Trust
Smith Barney Variable Account Funds
Smith Barney World Funds, Inc.
Travelers Series Fund Inc.
And various series of unit investment trusts.

CFBDS, Inc. is also the distributor for the following
Salomon Brothers funds;
Salomon Brothers Opportunity Fund Inc
Salomon Brothers Investors Fund Inc
Salomon Brothers Capital Fund Inc
Salomon Brothers Series Funds Inc
Salomon Brothers Institutional Series Funds Inc
Salomon Brothers Variable Series Funds Inc

The information required by this Item 29 with respect 
to each director, officer and partner of CFBDS, Inc.
is incorporated by reference to Schedule A of Form BD 
filed by CFBDS, Inc. pursuant to the Securities 
Exchange Act of 1934 (SEC File No. 8-32417).




Item 30.	Location of Accounts and Records    
    
	(1)	With respect to the Registrant,      
		Investment Adviser and Administrator:    
		c/o Salomon Smith Barney Inc.    
		388 Greenwich Street    
		New York, New York  10013    
    
	(2)	With respect to the Registrant's Custodian:    
		PNC Bank, National Association    
		17th and Chestnut Streets    
		Philadelphia, Pennsylvania    
    
	(3)	With respect to the Registrant's Transfer Agent:    
		First Data Investor Services Group Inc. 
		Exchange Place    
		Boston, Massachusetts  02109    
 
Item 31.	Management Services    
    
Not applicable.    
    
Item 32.	Undertakings    
    
Registrant hereby undertakes to call a meeting of its shareholders for the 
purpose of voting upon the question of removal of a director or directors
of Registrant when requested in writing to do so by the holders of 
at least 10% of Registrant's outstanding shares.  Registrant undertakes
further to assist shareholders in communicating with other shareholders
in accordance with the requirements of Section 16(c) of the Investment
Company Act of 1940.  Registrant hereby undertakes to furnish each
person to whom a prospectus is delivered with a copy of the Registrant's latest 
annual report to shareholders, upon request and without charge.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment 
Company Act of 1940, as amended, the Registrant has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereto duly authorized, in the City of New York and State of New York, on 
the 27th day of January 1999.    
 
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.    
Registrant    
    
By: /s/ Heath B. McLendon    
Name:   Heath B. McLendon    
Title:  Chairman of the Board    

Pursuant to the requirements of the Securities Act of 1933, 
this Post-Effective Amendment to the 
Registration Statement has been signed below by the 
following persons in the capacities and on the date indicated.
 

Signature:			Title:				Date:    
    
 
/s/Heath B. McLendon	Chairman of the Board		1/27/99    
   Heath B. McLendon 	(Chief Executive Officer) 
 
/s/Lewis E. Daidone	Senior Vice President		1/27/99    
   Lewis E. Daidone	and Treasurer    
			(Chief Financial and     
			Accounting Officer)    
 
/s/Lloyd J. Andrews*	Director				1/27/99 
   Lloyd J. Andrews    
    
/s/Robert M. Frayn*	Director				1/27/99 
   Robert M. Frayn    
    
/s/Leon P. Gardner*	Director				1/27/99    
   Leon P. Gardner    

/s/David E. Maryatt*	Director				1/27/99 
   David E. Maryatt    
    
/s/ Frederick O. Paulsell*  Director			1/27/99 
   Frederick O. Paulsell    
    
/s/Jerry A. Viscione*	Director				1/27/99 
   Jerry A. Viscione    
 
/s/Julie W. Weston*	Director				1/27/99 
   Julie W. Weston    



* Signed pursuant to power of attorney filed May 26, 1995, as an exhibit
to Post-Effective Amendment No. 27.

/s/ Heath B. McLendon
Heath B. McLendon



EXHIBIT INDEX

Exhibit No.			Exhibit


11				Consent of Independent Auditors

17				Financial Data Schedules