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)

Payment of Filing Fee (Check the appropriate box):
     |X|  No fee required.
     |_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
          and 0-11.

     (1)  Title of each class of securities to which transaction applies:

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

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it is determined):

     (4)  Proposed maximum aggregate value of transaction:



     (5)  Total fee paid:

     |_|  Fee paid previously with preliminary materials:

     |_|  Check box if any part of the fee is offset as provided by Exchange Act
          Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
          was paid  previously.  Identify  the previous  filing by  registration
          statement number, or the form or schedule and the date of its filing.

     (1)  Amount previously paid:

     (2)  Form, Schedule or Registration Statement no.:

     (3)  Filing Party:

     (4)  Date Filed:



ELLIOTT ASSOCIATES, L.P.                    ELLIOTT INTERNATIONAL, L.P.
c/o Elliott Management Corporation          C/O Bank of Bermuda (Cayman) Limited
712 Fifth Avenue                                  Strathvale House, 2nd Floor
New York, New York 10019-4108                     North Church Street
                                            George Town
                                            Grand Cayman Islands
                                            British West Indies

- -------------------------------------------------------------------------------

     IMPORTANT INFORMATION FOR THE SALOMON BROTHERS FUND INC. STOCKHOLDERS:

     o   ELLIOTT ASSOCIATES AND ELLIOTT INTERNATIONAL, SBF'S LARGEST STOCKHOLDER
         ON A COMBINED BASIS,  OPPOSE APPROVAL OF THE NEW MANAGEMENT  AGREEMENT
         UNTIL  SBF'S  BOARD  TAKES  IMMEDIATE  STEPS TO  ELIMINATE  OR  NEARLY
         ELIMINATE OUR FUND'S DISCOUNT TO NET ASSET VALUE

     o   DO NOT RETURN MANAGEMENT'S WHITE PROXY CARD FOR ANY REASON

     o   DO NOT VOTE YOUR SHARES UNTIL YOU HAVE RECEIVED OUR PROXY STATEMENT AND
         BLUE PROXY CARD

- -------------------------------------------------------------------------------

September 7, 2005


Dear Fellow Stockholders:

You may shortly be receiving proxy materials from The Salomon Brothers Fund Inc.
("SBF" or the "Fund") for the Special Meeting of Stockholders  scheduled October
21, 2005. At the Special Meeting,  SBF  stockholders  will be asked to approve a
new management agreement for our Fund in connection with the pending transaction
contemplated  between Citigroup,  Inc. and Legg Mason, Inc. We strongly urge you
not to return any White  proxy card you may receive  from The  Salomon  Brothers
Fund Inc.  until you have had a chance to review our  detailed  proxy  materials
concerning  our  reasons  for  opposing  the  new  management   agreement  ("New
Management Agreement"). We expect to mail that information to you shortly.

Elliott Associates and its sister fund, Elliott  International,  (the "Concerned
Stockholders")  private investment  partnerships under common control, have more
than $5.2 billion of capital under  management as of July 2005.  Collectively we
are  the  Fund's  largest  stockholder  owning  approximately  6% of the  Fund's
outstanding  Common Stock. We have owned shares of SBF since 2002, and have been
long-term investors in the Fund.



For many  years  the  Fund's  shares  have  traded at a  significant  percentage
discount to the net asset value of the portfolio of securities  held by the Fund
("NAV").  Steps  taken to date by the  Fund  and its  management  to  reduce  or
eliminate the discount,  in our opinion, have been inadequate and have failed to
enhance  stockholder  value in any  meaningful  way. The Concerned  Stockholders
believe it is  inappropriate  to approve a New Management  Agreement  unless and
until the Fund agrees to take specific action to eliminate (or nearly eliminate)
this discount.

                     OUR PATIENCE HAS RUN OUT. HASN'T YOURS?

We believe  stockholders need to send SBF's Board of Directors one clear message
- -eliminate or nearly  eliminate the discount to NAV now. In our opinion,  voting
"AGAINST"  the  approval  of that New  Management  Agreement  is the best way to
deliver that message.

In the absence of such action by the Board,  we believe that this  discount will
continue to persist  indefinitely.  Assuming  the New  Management  Agreement  is
approved  by Fund  stockholders,  we believe  the  discount to NAV that has been
adversely  affecting the value of your  investment  will continue.  The upcoming
vote on the New Management Agreement provides  stockholders of the Fund a unique
opportunity  to send a strong message to management and the Board that immediate
steps must be taken to eliminate or nearly eliminate the discount to NAV.

We will soon be sending you proxy materials  containing our reasons for opposing
approval of the New  Management  Agreement.  Again,  we strongly urge you NOT to
return any WHITE proxy cards you may receive.

Please wait until you have received our proxy  materials  before deciding how to
vote your shares. If you have any questions, or need further information, please
contact  our  proxy  solicitor,   Innisfree  M&A  Incorporated,   toll-free,  at
1-888-750-5834.

Sincerely yours,


/s/ Mark Levine
- ---------------------
    Mark Levine
    Portfolio Manager


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.