UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 13F

Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended:	September 30, 2004

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:	333 West 34th Street
		New York, New York 10001

Form 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.

Person Signing this Report on Behalf of Reporting Manager:

Name:		Thomas C. Mandia
Title:		Secretary
Phone:		(203) 890-7038

Signature, Place, and Date of Signing:



/s/ Thomas C. Mandia		Stamford, Connecticut 	   November 12, 2004

Report Type (Check only one.):

[   ]	13F HOLDINGS REPORT.  (Check here if all holdings of this reporting 
manager are reported in this report.)

[ X ]	13F NOTICE.  (Check here if no holdings reported are in this report, and 
all holdings are reported by other reporting manager(s).)

[   ]	13F COMBINATION REPORT.  (Check here if a portion of the holdings for 
this reporting manager are reported in this report and a portion are 
reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager:

Form 13F File Number 28-2427
Name:  Citigroup Inc.