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

                                    Form 13F

                               Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended:  March 31, 2002

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:   125 Broad Street
           New York, New York 10003

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:      Christina T. Sydor
Title:     Secretary
Phone:     (212) 890-7026

Signature, Place, and Date of Signing:

/s/ Christina T. Sydor        New York, New York            May 14, 2002
------------------------

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.