SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Exchange Act of 1934 (Amendment No.                 )

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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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                    [LETTERHEAD OF ELLIOTT ASSOCIATES, L.P.]

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

  ELLIOTT BEGINS PROXY FIGHT URGING SALOMON BROTHERS FUND STOCKHOLDERS TO VOTE
                        AGAINST NEW MANAGEMENT AGREEMENT
                       Long-Term Stockholder Demands SBF
               Eliminate Substantial Discount to Net Asset Value

NEW  YORK  (September  20,  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 began
sending out proxy materials to fellow stockholders urging them to vote AGAINST a
proposed  new  management   agreement,   scheduled  for  a  vote  at  a  Special
Stockholders'  Meeting  at 4:00  p.m.  on  October  21,  2005,  at the  American
Conference Centers,  780 Third Avenue, in New York. 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,  a  stockholder  since 2002 and the  beneficial  owner of 5.88  million
shares, or approximately 6%, of SBF, urged stockholders to do the following:

o   ACT NOW TO RELEASE  YOUR SHARE OF $200  MILLION  IN  "TRAPPED  VALUE" AT THE
    SALOMON BROTHERS FUND!

o   MAKE SBF  ELIMINATE  OR NEARLY  ELIMINATE  OUR FUND'S  DISCOUNT TO NET ASSET
    VALUE - AND RETURN YOUR SHARE OF THAT VALUE TO YOU!

o   HELP US DELIVER  MORE VALUE TO ALL  STOCKHOLDERS  BY VOTING  AGAINST THE NEW
    MANAGEMENT AGREEMENT.

o   SIGN, DATE AND MAIL THE BLUE PROXYCARD TODAY!

In a letter  to  stockholders  that was sent  with the  final  proxy  materials,
Elliott said:

"We have long been  deeply  concerned  by the  Fund's low share  price,  and its
longstanding,  meaningful discount to NAV. As the enclosed proxy materials show,
the  historical  average 14% discount to NAV measured from the beginning of 2002
and ending August 31, 2005 implies that on average there was approximately  $200
million in  aggregate  value  trapped in the Fund  during  that  period.  That's
roughly $2.00 per share!



Despite the fact that the Fund's shares have traded at a significant discount to
NAV for years,  the Fund's Board and management have taken no effective steps to
eliminate  or nearly  eliminate  the  discount  and  deliver  that  value to the
stockholders.  The only recent  actions taken to date have been, in our opinion,
inadequate buyback programs that have failed to enhance stockholder value in any
meaningful way."

"Consider the following:

- -    On July 17, 2002 your  Board  approved  a share  buyback plan for 1 million
     shares, or less than 1% of the total shares outstanding and just 10 days of
     average trading volume. This buyback was not completed until April 7, 2004.
     During that almost two-year time period the Fund's discount to NAV actually
     widened -- from 14.1% to 14.7%.

- -    In April 2004, in yet another attempt to address the discount,  the Board
     approved a buyback of 1 million  additional  shares. As of the end of 2004,
     more than  300,000 of those  shares  had still not been  bought  back.  The
     discount  failed to respond,  ending 2004 where it had been at the start of
     the new program -- 14.7%!

- -    As of June 30, 2005, more than 250,000 of those shares had still not been
     bought back and the discount was then at 12.7%.

WOULD YOU CALL THAT AN EFFECTIVE BOARD PLAN TO ELIMINATE OR NEARLY ELIMINATE THE
                                DISCOUNT TO NAV?

Remember,  the SBF Board  works for you - the true  owners of the Fund - and you
have a say in your Fund's future.  The stockholders need to act now. We urge our
fellow  stockholders  to vote AGAINST the new  management  agreement  unless and
until the SBF Board and  management  agree to eliminate or nearly  eliminate the
discount to NAV. The time for half-measures is over; the time for action is now!

If the Board and  management  fail to act now,  we  believe  the  discount  will
continue  to persist  indefinitely.  Others  have  publicly  expressed  the same
concern. The upcoming vote on the new management agreement provides stockholders
of the Fund with a unique  opportunity to send a strong message to the Board and
management that they must take immediate steps to eliminate or nearly  eliminate
the discount to NAV."

A copy of Elliott's final proxy  statement is available at  www.sec.gov.  If SBF
stockholders  have any questions,  or need further  information,  please contact
Elliott's  proxy   solicitor,   Innisfree  M&A   Incorporated,   toll-free,   at
1-888-750-5834.

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.

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