U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2



1.     Name and address of issuer:
       Smith Barney Fundamental Value Fund Inc.
       125 Broad Street
       New York, NY 10004


2.     Name of each series or class of securities for which
       this Form is filed (If the Form is being filed for all
       series and classes of securities of the issuer, check
       the box but do not list series of classes): [ X ]


3.     Investment Company Act File Number:
       811-3158
       Securities Act File Number:
       002-71469


4.(a)  Last day of fiscal year for which this Form is filed:
       September 30, 2001

4.(b)  [   ]  Check box if this Form is being filed late
       (i.e., more than 90 calendar days after the end of the
       issuer's fiscal year).

4.(c)  [   ]  Check box if this is the last time the issuer
       will be filing this form.


5.     Calculation of registration fee:

(i)    Aggregate sale price of securities sold during the fiscal
       year pursuant to section 24(f): $2,477,585,433


(ii)   Aggregate price of securities redeemed or repurchased
       during the fiscal year: $784,348,227


(iii)  Aggregate price of securities redeemed or repurchased
       during any prior fiscal year ending no earlier than
       October 11, 1995 that were not previously used to reduce
       registration fees payable to the commission: $0


(iv)   Total available redemption credits [add Item 5(ii) and
       (iii): $784,348,227


(v)    Net sales - if Item 5(i) is greater than Item 5(iv)
       [subtract Item 5(iv)from Item 5(i)]: $1,693,237,206


(vi)   Redemption credits available for use in future years
       $(0) -if Item 5(I) is less than Item 5(iv)
       [subtract Item 5(iv) from Item 5(i):


(vii)  Multiplier for determining registration fee by 0.000250


(viii) Registration fee due [multiply Item 5(v) by Item 5(vii)
       (enter *0* if no fee is due): $423,309.30

6.     Prepaid Shares

       If the response to item 5(i) was determined by deducting
       an amount of securities that were registered under the
       Securities Act of 1933 pursuant to rule 24E-2 as in
       effect before [effective date of rescisison of rule
       24e-2], then report the amount of securities (number of
       shares or other units) deducted here: ________. If there
       is a number of shares of other units that were registered
       pursuant to rule 24e-2 remaining unsold at the end of the
       fiscal year for which this form is filed that are
       available for use by the issuer in future fiscal years,
       then state that number here: __________.

7.     Interest due - if this Form is being filed more than 90
       days after the end of the issuer's fiscal year: $________


8.     Total of the amount of the registration fee due plus any
       interest due [line 5(viii) plus line 7]: $423,309.30

9.     Date the registration fee and any interest payment was
       sent to the Commission's lockbox depository: CIK# 0000351934

       Method of Delivery:

                                   [ X ]    Wire Transfer
                                   [   ]    Mail or other means


SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.

By (Signature and Title)* _____________________________________
                          Marianne Motley - Assistant Treasurer

Date 12/27/01

*Please print the name and title of the signing officer below
the signature.