Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Travelers Corporate Loan Fund Inc.
(Name of Registrant as Specified in its Charter)

William J. Renahan
Name of Person Filing Proxy Statement

Payment of Filing Fee (Check appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

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

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

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange
Act Rule 0-11:1

(4) Proposed maximum aggregate value of transaction:

[ ] 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:

TRAVELERS CORPORATE LOAN FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------

To Be Held on January 31, 2000

To the shareholders of Travelers Corporate Loan Fund Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of TRAVELERS
CORPORATE LOAN FUND INC. (the "Fund") will be held at the Fund's offices at
388 Greenwich Street, New York, New York, 26th Floor, on January 31, 2000 at
9:00 A.M. (New York Time) for the following purposes:

1. To elect two Class I, two Class II and two Class III directors of the
Fund (Proposal 1);

2. To ratify the selection of KPMG LLP as independent auditors of the
Portfolio for the fiscal year ended September 30, 2000 (Proposal 2);
and

3. To transact such other business as may properly come before the meeting
or any adjournments thereof.

The Board of Directors has fixed the close of business on November 29, 1999
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting and any adjournments thereof.

By Order of the Board of Directors

Christina T. Sydor
Secretary
New York, New York

December 30, 1999

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

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Portfolio involved in validating
your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the regis-
tration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on
the proxy card.

3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:

Registration Valid Signature
- ------------ ---------------

Corporate Accounts
(1)ABC Corp. ........................................... ABC Corp.
(2)ABC Corp. ........................................... John Doe, Treasurer
(3)ABC Corp.
c/o John Doe, Treasurer........................... John Doe
(4)ABC Corp. Profit Sharing Plan........................ John Doe, Trustee

Trust Accounts
(1)ABC Trust............................................ Jane B. Doe, Trustee
(2)Jane B. Doe, Trustee
u/t/d 12/28/78.................................... Jane B. Doe

Custodian or Estate Accounts
(1)John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA..................... John B. Smith
(2)John B. Smith........................................ John B. Smith, Executor

TRAVELERS CORPORATE LOAN FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013

(800) 331-1710

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

PROXY STATEMENT
----------------------------------

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 31, 2000

INTRODUCTION

This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Travelers Corporate Loan Fund Inc. (the
"Fund") of proxies to be voted at the Annual Meeting of Shareholders (the
"Meeting") of the Fund, to be held at the Fund's principal executive offices
at 388 Greenwich Street, 26th Floor, New York, New York 10013, on January 31,
2000 at 9:00 A.M. (New York Time), and at any adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders (the "Notice").

The cost of soliciting proxies and the expenses incurred in preparing this
proxy statement will be borne by the Fund. Proxy solicitations will be made
mainly by mail. In addition, certain officers, directors and employees of the
Fund; Salomon Smith Barney Inc. ("Salomon Smith Barney"); SSB Citi Fund
Management LLC ("SSBC" or the "Manager"), the Fund's investment manager, which
is an affiliate of Salomon Smith Barney; and/or PFPC Global Fund Services
("PFPC"), the Fund's transfer agent, may solicit proxies in person or by
telephone, telegraph, or mail. Salomon Smith Barney and SSBC are each located
at 388 Greenwich Street, New York, New York 10013; PFPC is located at 101
Federal Street, Boston, Massachusetts 02110. In addition, the Fund will
reimburse brokerage firms or other record holders for their expenses in
forwarding solicitation materials to beneficial owners of shares of the Fund.

The Annual Report of the Fund, including audited financial statements for
the fiscal year ended September 30, 1999, has previously been furnished to all
shareholders of the Fund. This proxy statement and form of proxy are first
being mailed to shareholders on or about December 30, 1999. The Fund will
provide additional copies of the Annual Report to any shareholder upon request
by calling the Fund at 1-800-331-1710.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as

provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals listed in the
Notice. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (i.e. proxies from
brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote
shares on a particular matter with respect to which the brokers or nominees do
not have discretionary power) will be treated as shares that are present but
which have not been voted. Because both proposals require a proportion of the
votes cast for their approval, abstentions and broker "non-votes" may
influence whether a quorum is present but will have no impact on the requisite
approval of a proposal. A quorum consists of the presence (in person or by
proxy) of the holders of a majority of the outstanding shares of the Fund
entitled to notice of, and to vote at, the Meeting. Proposal 1 requires the
affirmative vote of a plurality of the votes cast at the Meeting with a quorum
present for approval. Proposal 2 requires the affirmative vote of a majority
of the votes cast at the Meeting with a quorum present for approval. Any proxy
may be revoked at any time prior to the exercise thereof by submitting another
proxy bearing a later date or by giving written notice to the Secretary of the
Fund at the Fund's address indicated above or by voting in person at the
Meeting.

The Board knows of no business other than that specifically mentioned in the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgment to the
extent permissible under applicable law.

The Board of Directors of the Fund has fixed the close of business on
November 29, 1999 as the record date (the "Record Date") for the determination
of shareholders of the Fund entitled to notice of and to vote at the Meeting
or any adjournment thereof. Shareholders of the Fund as of the Record Date
will be entitled to one vote on each matter for each share held and a
fractional vote with respect to fractional shares, with no cumulative voting
rights. As of the Record Date, the Fund had outstanding 9,781,666,667 shares
of Common Stock, par value $.001 per share, the only authorized class of
stock, of which 9,746,806 shares (99.64%) were held but not beneficially owned
by CEDE & CO., P.O. Box 20, Bowling Green Station, New York, NY 10004. As of
the Record Date, no other person (including any "group" as that term is used
in Section 13(d) of the Securities Exchange Act of 1934), to the knowledge of
the Board, owned beneficially more than 5% of the outstanding shares of the
Fund. As of the Record Date, the officers and Board members of the Fund as a
group beneficially owned less than 1% of the outstanding shares of the Fund.

In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice and this Proxy Statement are not
received by the time scheduled for the Meeting, the persons named as proxies
may propose one or

more adjournments of the Meeting to permit further solicitation of proxies
with respect to any such proposals. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the proposals
that are the subject of the Meeting, the percentage of votes actually cast,
the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect
to the reasons for the solicitation. Any such adjournment will require the
affirmative vote of a majority of the shares represented at the Meeting. The
persons named as proxies will vote in favor of such adjournment those shares
which they are entitled to vote and which have voted in favor of such
proposals.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Board of Directors of the Fund proposes to classify the directors into
three classes. The directors currently serving have terms expiring at the
Meeting; two of the directors currently serving on the Board have been
nominated by the Board of Directors as Class I directors for election at the
Meeting to serve for a term of one year (until the year 2001 Annual Meeting of
Shareholders) or until their successors have been duly elected and qualified;
two of the directors currently serving on the Board have been nominated by the
Board of Directors as Class II directors for election at the Meeting to serve
for a term of two years (until the year 2002 Annual Meeting of Shareholders)
or until their successors have been duly elected and qualified; and two of the
directors currently serving on the Board have been nominated by the Board of
Directors as Class III directors for election at the Meeting to serve for a
term of three years (until the year 2003 Annual Meeting of Shareholders) or
until their successors have been duly elected and qualified.

The Board of Directors of the Fund knows of no reason why any of the
Class I, Class II or Class III nominees listed below will be unable to serve,
and each nominee has consented to serve if elected, but in the event of any
such unavailability, the proxies received will be voted for such substitute
nominees as the Board of Directors may recommend.

Certain information concerning the nominees is set forth below. For any
nominee or director indicated as owning shares of the Fund, such ownership
constituted less than 1% of the outstanding shares of the Record Date. All of
the nominees are currently directors of the Fund. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Directors affiliated with the Manager and considered an
"interested person" of the Portfolio, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act") are indicated by an asterisk (*).

Persons Nominated for Election as Directors

Principal Occupations Number of Shares
During Past Five Years, Owned as of
Name Other Directorships, and Age November 30, 1999
---- ---------------------------- ------------------

CLASS I DIRECTORS
Allan J. Bloostein President of Allan J. Bloostein None
Director since 1998 Associates, a consulting firm;
retired Vice Chairman and Director
of May Department Stores; Director
of CVS Corporation and Taubman
Centers Inc.; 69.

Martin Brody Consultant, HMK Associates; retired 320.460
Director since 1998 Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; Director of Jaclyn, Inc.;
78.

CLASS II DIRECTORS
Robert A. Frankel Managing Partner of Robert A. 212.306
Director since 1998 Frankel Management Consultants;
formerly Corporate Vice President
of the Reader's Digest Association
Inc.; 72.
Heath B. McLendon* Managing Director of Salomon Smith 1,680.0(a)
Director since 1998 Barney; Director of 64 investment
companies associated with
Citigroup; President of SSBC; and
President of Travelers Investment
Advisers, Inc. ("TIA"); 66.
CLASS III DIRECTORS
Dwight B. Crane Professor, Harvard Business School; 400.000
Director since 1998 Director Peer Review Analysis,
Inc.; 61.
William R. Hutchinson Group Vice President, Mergers & 105.607
Director since 1998 Acquisitions BP Amoco p.l.c. since
January 1, 1999; formerly Vice
President-Financial Operations
AMOCO Corporation, Director of
Associated Bank and Director of
Associated Banc-Corp.; 57.
- ------------------

(a)Includes shares owned by members of this director's family.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require the Fund's officers and directors, and persons who
beneficially own more than ten percent of a registered class of the
Portfolio's equity securities, and certain entities to file reports of
ownership with the Securities and Exchange Commission, the New York Stock
Exchange, Inc. and the Fund. Based solely upon its review of the copies of
such forms received by it, the Fund believes that, during fiscal year 1999,
all filing requirements applicable to such persons were complied with.

The Fund has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Fund has an
audit committee composed of all the directors who are not "interested persons"
of the Fund, as defined under the 1940 Act (the "independent directors"),
which is charged with recommending a firm of independent auditors to the Fund
and reviewing accounting matters with the auditors.

Five meetings of the Board of Directors of the Fund were held during the
last fiscal year, four of which were regular meetings. In the last fiscal
year, no director attended less than 75% of these meetings of the Board that
were held.

Only the independent directors receive remuneration from the Fund for acting
as a director. Aggregate fees and expenses (including reimbursement for travel
and out-of-pocket expenses) of $3,513.98 were paid to such directors by the
Fund during the fiscal year ended on September 30, 1999. Fees for the
independent directors are set at $5,000 per annum and, in addition, these
directors receive $500 for each Board meeting attended in person, $100 for
each telephonic board meeting, plus travel and out-of-pocket expenses incurred
in connection with Board meetings. The out-of-pocket expenses are borne
equally by each individual fund in the group of funds served by the same Board
members. None of the officers of the Portfolio received any compensation from
the Fund for such period. Officers and interested directors of the Fund are
compensated by the Manager or by Salomon Smith Barney.

The following table shows the compensation paid by the Fund to each person
who was a director during the Fund last fiscal year.

COMPENSATION TABLE

Number of
Aggregate Pension or Retirement Funds for Which
Compensation Benefits Accrued as part Total Compensation Person Served
Name of Person from Fund of Fund Expenses from Fund Complex Within Fund Complex
-------------- ------------ ------------------------ ------------------ -------------------

Martin Brody $5,050 $0 $132,500 20
Dwight B. Crane 4,550 0 139,975 23
Allan J. Bloostein 5,250 0 90,500 19
Robert A. Frankel 5,350 0 72,250 9
William R. Hutchinson 5,050 0 42,450 7
Heath B. McLendon* 0 0 0 64

* Designates a director who is an "interested person" of the Fund.

Upon attainment of age 80, Fund Directors are required to change to emeritus
status. Directors Emeritus are entitled to serve in emeritus status for a
maximum of 10 years during which time they are paid 50% of the annual retainer
fee and meeting fees otherwise applicable to Fund Directors, together with
reasonable out-of-pocket expenses for each meeting attended. During the Fund
last fiscal year, aggregate compensation paid by the Fund to Directors
Emeritus totaled $500.

The following is a list of the current executive officers of the Fund, all
of whom have been elected by the Board to serve until their respective
successors are elected:

Principal Occupations
Offices and Positions Period During Past Five Years
Name Held with Fund Offices Held and Age
- ---- --------------------- ------------ ----------------------

Heath B. Chief Executive 1998 to date (see table of directors
McLendon Officer, above)
Chairman of
the Board and
President
Lewis E. Senior Vice 1998 to date Managing Director of
Daidone President and Salomon Smith Barney;
Treasurer Senior Vice President
and Treasurer or
Executive Vice
President and Treasurer
of 59 investment
companies associated
with Salomon Smith
Barney; Director and
Senior Vice President
of SSBC and TIA; 42.
Glenn N. Vice President 1998 to date Senior Vice President
Marchak and Investment of Traveler's Asset
Officer Management
International
Corporation; Managing
Director of Smith
Barney from 1997 to
1998; Senior Vice
President and Head of
Loan Syndications at
National Westminster
Bank plc from 1993 to
1997; 43
Christina Secretary 1998 to date Managing Director of
T. Sydor Salomon Smith Barney;
Secretary or Executive
Vice President and
General Counsel of 59
investment companies
associated with Salomon
Smith Barney; Secretary
and General Counsel of
SSBC and TIA; 48.
Irving P. Controller 1998 to date Director of Salomon
David Smith Barney;
Controller or Assistant
Secretary of 43
investment companies
associated with Salomon
Smith Barney; 38.

The Board of Directors, including all of the independent directors,
recommends that you vote "FOR" the election of nominees to the Board.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

KPMG LLP ("KPMG") has been selected as the independent auditors to audit the
accounts of the Fund for and during the fiscal year ending September 30, 2000
by a majority of the independent directors, which is subject to ratification
by

the shareholders at the Meeting. All members of the Board present concurred in
the selection of KPMG. KPMG also serves as the independent auditors for the
Manager, other investment companies associated with Salomon Smith Barney and
for Citigroup, Inc. ("Citigroup"), the ultimate parent company of Salomon
Smith Barney and the Manager. KPMG has no direct or material indirect
financial interest in the Fund, the Manager, Citigroup or any other investment
company sponsored by Salomon Smith Barney or its affiliates.

If the Fund receives a written request from any shareholder at least five
days prior to the Meeting stating that the shareholder will be present in
person at the Meeting and desires to ask questions of the auditors concerning
the Fund's financial statements, the Fund will arrange to have a
representative of KPMG present at the Meeting who will respond to appropriate
questions and have an opportunity to make a statement.

The affirmative vote of a majority of votes cast at the Meeting is required
to ratify the selection of KPMG. The Board of Directors, including all of the
independent directors, recommends that the shareholders vote "FOR" the
ratification of the selection of independent auditors.

OTHER MATTERS

The Manager knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their judgment on
such matters.

All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.

SUBMISSION OF SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the 2001 Annual Meeting of
the shareholders of the Portfolio must be received by September 15, 2000 to be
included in the proxy statement and the form of proxy relating to that
meeting, as the Fund expects that the 2001 Annual Meeting will be held in
January of 2001. The submission by a shareholder of a proposal for inclusion
in the proxy statement does not guarantee that it will be included.
Shareholder proposals are subject to certain regulations under the federal
securities laws.

The persons named as proxies for the Annual Meeting of Shareholders for 2001
will have discretionary authority to vote on any matter presented by a
shareholder for action at that meeting unless the Fund receives notice of the
matter by September 17, 2000, in which case these persons will not have
discretionary voting authority except as provided in the Securities and
Exchange Commission's rules governing shareholder proposals.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.

By Order of the Board of Directors,

Christina T. Sydor
Secretary

December 30, 1999

8
PROXY

TRAVELERS CORPORATE LOAN FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of common stock of Travelers
Corporate Loan Fund Inc. (the "Fund"), a Maryland
corporation, hereby appoints Heath B. McLendon, Christina T. Sydor
and William J. Renahan, as attorneys and proxies for the undersigned,
with full power of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of
Common Stock of the Fund which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Fund, to be
held at its offices, 388 Greenwich Street, New York, New York on
January 31, 2000 at 9:00 a.m., and any adjournment or adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and Proxy Statement dated December 30, 1999 and hereby
instructs said attorneys and proxies to vote said shares as indicated
hereon. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the meeting in person
or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said
proxies hereunder. The undersigned hereby revokes any proxy
previously given.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE

[x] Please mark
votes as in
this example

This proxy, if properly executed, will be voted in the manner
directed by the undersigned shareholder. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ELECTION OF NOMINEES AS CLASS I, CLASS
II AND CLASS III DIRECTORS AND PROPOSAL 2. Please refer to the
Proxy Statement for a
discussion of the Proposals.

1. ELECTION OF CLASS I, CLASS II AND CLASS III DIRECTORS
Class I: Allan J. Bloostein and Martin Brody
Class II: Robert A. Frankel and Heath B. McLendon
Class III: Dwight B. Crane and William R. Hutchinson

FOR WITHHELD
ALL NOMINEES FROM ALL NOMINEES
[ ] [ ]

[ ]_______________________________
For all nominees except as noted above

2. To ratify the selection of KPMG FOR AGAINST ABSTAIN
LLP as independent auditors [ ] [ ] [ ]
for the Fund for the fiscal year
ending September 30, 2000.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

Note: Please sign exactly as your name appears on this Proxy. If
joint owners, EITHER may sign this Proxy. When signing as attorney,
executor, administrator, trustee, guardian or corporate officer,
please give your full title.

Signature:___________________________ Date______