FORM 13F Cover Page

Report for the Calendar Year or Quarter Ended:             September 30, 2006

Check here if Amendment [   ]:  Amendment Number:
This Amendment (check only one):  [   ] is a restatement
                                  [   ] adds new holdings entries

Institutional Investment Manager Filing this report:

Name:             Smith Barney Fund Management, LLC
Address:          399 Park Avenue
                  New York, New York 10022

13F File Number: 28-4024

The institutional investment manager filing this report and the Person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Name:           Thomas C. Mandia
Title:          Secretary
Phone:          203-961-7038
Signature                       Place                       Date of Signing



_____________________________________________________________________________
/s/Thomas C. Mandia           New York, New York              November 14, 2006

Report Type (check only one)

[     ]  13F HOLDINGS REPORT

[ X   ]  13F NOTICE

[     ]  13F COMBINATION REPORT

List of other managers reporting for this manager:

28-1700           Legg Mason, Inc.

I AM SIGNING THIS REPORT AS REQUIRED BY THE SECURITIES EXCHANGE ACT OF 1934.



                                  FORM 13F SUMMARY PAGE

Report Summary: N/A

Number of Other Included Managers: N/A

Form 13F Information Table Entry Total: N/A

Form 13F Information Table Value Total: N/A

List of Other Included Managers: N/A