SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.                 )

Filed by the Registrant  |_|
Filed by a Party other than the Registrant  |X|

Check the appropriate box:
|_|  Preliminary Proxy Statement        |_|      Confidential, For Use
                                                 of the Commission Only
                                                 (as permitted by
                                                 Rule 14a-6(e) (2))

|_|  Definitive Proxy Statement
|_|  Definitive Additional Materials
|X|  Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12

THE SALOMON BROTHERS FUND INC.
- ------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Elliott Associates, L.P. and Elliott International, L.P.
- ------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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          and 0-11.

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     (2)  Aggregate number of securities to which transaction applies:

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paid previously. Identify the previous filing by registration statement number,
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                    [LETTERHEAD OF ELLIOTT ASSOCIATES, L.P.]

For More Information Contact:
Scott Tagliarino
(212) 506-2999
(917) 922-2364 (cell)

                ELLIOTT FILES PRELIMINARY PROXY MATERIALS URGING
              SALOMON BROTHERS FUND STOCKHOLDERS TO VOTE "AGAINST"
                            NEW MANAGEMENT AGREEMENT

 Largest Stockholder Says SBF Has Failed to Address Substantial Discount to Net
 Asset Value Which Represents Approximately $200 Million in Aggregate "Trapped
                               Value" since 2002

NEW  YORK   (September  1,  2005)  -  Elliott   Associates,   L.P.  and  Elliott
International,  L.P. (collectively  "Elliott"),  who together are reportedly the
largest  stockholder of The Salomon  Brothers Fund Inc.(NYSE:  SBF), today filed
preliminary  proxy  materials  with the  Securities  and Exchange  Commission in
opposition to proxy materials filed by SBF.  Elliott is urging SBF  stockholders
to vote AGAINST a proposed New Management  Agreement,  scheduled for a vote at a
Special  Stockholders' Meeting on October 21, 2005. The requested vote is a step
in the  pending  transaction  between  Citigroup,  Inc.(NYSE:C)  and Legg Mason,
Inc.(NYSE:LM),  which  contemplates a transfer of the SBF  management  agreement
from Citigroup to Legg Mason.

Elliott is the beneficial  owner of 5.88 million shares of SBF,  representing in
the aggregate  approximately 6% of the Fund's total shares outstanding,  and has
owned SBF shares since 2002.

In its preliminary  proxy  materials,  Elliott said, "We are deeply concerned by
the  fund's  low share  price;  and we are  deeply  concerned  about the  Fund's
meaningful  discount  to NAV (Net  Asset  Value).  The  historical  average  14%
discount to NAV measured  from the  beginning of 2002 and ending August 31, 2005
implies approximately $200 million in aggregate value trapped in the fund, which
is roughly $2.00 per share."

Elliott, in its proxy materials,  said, "...the narrowing of the discount to NAV
since the  announcement  of the  Transaction  is not a sign of confidence in the
Board's  plan for SBF.  Rather,  we  believe  it is  driven by  anticipation  of
stockholder activism and by a recognition that it will be very difficult for the
Fund to obtain  stockholder  approval  for the New  Management  Agreement,  thus
giving  stockholders  rare leverage to force the Board to take concrete steps to
eliminate  the discount to NAV. In short,  we believe that the  narrowing of the
discount  is a sign that  stockholders  have a glimmer  of hope that the  Fund's
trapped  value may  finally be  returned  to them.  We fear that this  temporary
narrowing  will disappear and  double-digit  discounts to NAV will return if the
Board obtains approval of the New Management  Agreement  before  eliminating the
discount."

                                     -more-



"These  are  unique  circumstances,"   Elliott  said  in  its  proxy  materials.
"...Because management needs the votes to obtain the Required Consent to approve
the New Management Agreement, this Special Meeting may be an unusual opportunity
to deny the Board the  results it wants  until it takes  action to  enhance  the
value of your  investment by eliminating or nearly  eliminating  the discount to
NAV.  Rejecting  the New  Management  Agreement  would also tell the  investment
community that SBF's  stockholders are demanding its management be serious about
eliminating or nearly eliminating the discount to NAV and increasing stockholder
value - your value."

"We, the Concerned  Stockholders,  are not advocating  any particular  course of
action to  eliminate  or nearly  eliminate  the Fund's  discount to NAV.  But we
believe that your Board and  management  should act,  and we do  recognize  that
other  closed-end  funds have  successfully  pursued a variety of  strategies to
address their discounts," according to the Elliott funds.

On August 26, 2005,  in a letter to the SBF Board of Directors,  Mark Levine,  a
portfolio  manager at Elliott who manages the SBF position,  said his firm would
oppose  approval of the New Management  Agreement and "actively  consider all of
our  options,  including  among  other  things,  soliciting  proxies  from other
stockholders."

Elliott has retained  Innisfree M&A Incorporated to assist it in connection with
the  solicitation  of proxies in  opposition  to SBF's  Board of  Directors  and
"Against" the New Management Agreement at the October stockholders' meeting. The
preliminary  proxy materials and other relevant  documents are available free at
www.sec.gov,   and  copies  also  are  available  by  contacting  Innisfree  M&A
Incorporated at (888) 750-5834 (toll free).

About Elliott  Associates,  L.P.

Elliott Associates,  L.P. and its sister fund, Elliott International,  L.P. have
more than $5.2 billion of capital under  management as of July 2005.  Founded in
1977, Elliott Associates is one of the oldest funds of its kind under continuous
management.

PLEASE  READ THE  PROXY  STATEMENT  OF  ELLIOTT  ASSOCIATES,  L.P.  AND  ELLIOTT
INTERNATIONAL,  L.P. WHEN IT BECOMES  AVAILABLE,  BECAUSE IT CONTAINS  IMPORTANT
INFORMATION INCLUDING INFORMATION ABOUT INDIVIDUALS DEEMED TO BE PARTICIPANTS IN
THE SOLICITATION OF PROXIES OF THE SALOMON BROTHERS FUND INC. STOCKHOLDERS.  YOU
MAY OBTAIN THIS PROXY STATEMENT,  OR ANY OTHER RELEVANT  DOCUMENTS,  FOR FREE AT
WWW.SEC.GOV.  YOU MAY ALSO OBTAIN THIS PROXY STATEMENT, OR ANY OTHER INFORMATION
RELEVANT  TO THE  SOLICITATION  OF  PROXIES BY ELLIOTT  ASSOCIATES  AND  ELLIOTT
INTERNATIONAL, BY CONTACTING INNISFREE M&A INCORPORATED, 501 MADISON AVENUE, NEW
YORK, NEW YORK 10022 TOLL FREE AT (888) 750-5834.  PRESENTLY, A PRELIMINARY FORM
OF THIS PROXY STATEMENT IS PUBLICLY AVAILABLE.

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