As filed with the Securities and Exchange Commission on November 30, 2001

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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

Filed by Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14A-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material under Rule 14a-12

TRAVELERS CORPORATE LOAN FUND INC.
(Name of Registrant as Specified In Its Charter)

_________________________________________________________
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:

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

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(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 was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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

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(3) Filing Party:

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(4) Date Filed:

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TRAVELERS CORPORATE LOAN FUND INC.
125 BROAD STREET
NEW YORK, NEW YORK 10004

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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

Notice is hereby given that the Annual Meeting of Shareholders of TRAVELERS
CORPORATE LOAN FUND INC. will be held at the Fund's offices at 125 Broad
Street, New York, New York 10004, 11th floor Conference Room, on January 18,
2002, at 9:00 a.m., New York time, for the following purposes:

1. To consider and vote upon the approval of a change in the Fund's
investment restriction regarding issuance of senior securities (Proposal
No. 1);

2. To elect three Class II directors of the Fund (Proposal No. 2); and

3. To transact such other business as may properly come before the Annual
Meeting, or any adjournment or postponement thereof.

Holders of record of shares of the Fund at the close of business on November
26, 2001 are entitled to notice of and to vote at the Annual Meeting and at any
adjournments thereof.

By order of the Board of Directors,

Christina T. Sydor
Secretary

New York, New York
December 4, 2001

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Shareholders who do not expect to attend the annual meeting are requested to
complete, sign, date and return the proxy card in the enclosed envelope, which
needs no postage if mailed in the continental United States, or, for shares
held in a brokerage account, vote their shares by telephone or through the
internet. Instructions for the proper execution of proxy cards are set forth on
the following page. It is important that proxies be returned promptly.

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE TAKE A MOMENT TO SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE. For more information, please call 1-800-331-1710.
Those shareholders holding their shares in a brokerage account may vote by
telephone or through the internet by following the instructions on the enclosed
proxy card. The Fund may also solicit proxies from shareholders by letter
and/or telephone. Voting by telephone or through the internet will reduce the
time and costs associated with the proxy solicitation. When the Fund records
proxies by telephone or through the internet, it will use procedures designed
to (i) authenticate shareholders' identities, (ii) allow shareholders to
authorize the voting of their shares in accordance with their instructions and
(iii) confirm that their instructions have been properly recorded.

Whichever voting method you choose, please read the full text of the
accompanying Proxy Statement before you vote.

INSTRUCTION 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 Fund 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
registration 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, Treasurer
Trust Accounts
(1) ABC Trust..................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d/ 12/28/78.............. Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) Estate of John B. Smith....... John B. Smith Jr., Executor

TRAVELERS CORPORATE LOAN FUND INC.
125 BROAD STREET NEW YORK,
NEW YORK 10004

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PROXY STATEMENT
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FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 18, 2002

This proxy statement and accompanying proxy card ("proxy") are furnished in
connection with the solicitation of proxies by the Board of Directors (the
"Board") of Travelers Corporate Loan Fund Inc. (the "Fund"), for use at the
Annual Meeting of Shareholders of the Fund to be held at the Fund's offices,
125 Broad Street, New York, New York 10004, 11th floor Conference Room, on
January 18, 2002 at 9:00 a.m., New York time, and at any adjournments thereof
(the "Meeting"), 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. 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. Proxy
solicitations will be made primarily by mail. In addition, certain officers,
directors and employees of the Fund; Salomon Smith Barney Inc. ("Salomon Smith
Barney"); Smith Barney Fund Management LLC ("SBFM" 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 or mail. Salomon Smith Barney and
SBFM are located at 388 Greenwich Street, New York, New York 10013 and 125
Broad Street, New York, New York 10004, respectively; PFPC is located at P.O.
Box 8030, Boston, Massachusetts 02266.

The Annual Report of the Fund, including audited financial statements for
the fiscal year ended September 30, 2001, has previously been furnished to all
shareholders of the Fund. The Fund will provide additional copies of the Annual
Report to any shareholder upon request by calling the Fund at 1-800-451-2010.

This proxy statement and form of proxy are first being mailed to
shareholders on or about December 4, 2001.

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.
Proposal No. 1 requires the affirmative vote of a "majority of the outstanding
voting securities" of the Fund with a quorum present at the Meeting for
approval. For this purpose, "majority of the outstanding voting securities"
means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares of the Fund
present at the Meeting if more than 50% of the outstanding shares of the Fund
are represented at the Meeting in person or by proxy. Proposal No. 2 requires
the affirmative vote of a plurality of the votes cast at the Meeting with a
quorum present for approval. A quorum consists (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. 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
person entitled to vote shares on a particular matter with respect to which
such broker or nominee does not have discretionary power) will be treated as
shares that are present but which have not been voted. Accordingly, abstentions
and broker non-votes will have no effect on Proposal No. 2, for which the
required vote is a plurality of the votes cast, but effectively will be a vote
against Proposal No. 1, for which the required vote is a percentage of the
shares present or outstanding. 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 prior to the Meeting 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 has fixed the close of business on November 26, 2001 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. 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
9,781,666.67 shares of Common Stock, par value $.001 per share (the "Common
Stock"), of which 9,740,733.00 shares (99.60%) 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 and will vote against such adjournment those shares which they
are entitled to vote and which have voted against such proposals.

PROPOSAL NO. 1

APPROVAL OF A CHANGE TO A
FUNDAMENTAL INVESTMENT RESTRICTION OF THE FUND

The Fund has adopted certain investment restrictions that govern generally
its operations. The Investment Company Act of 1940, as amended (the "1940
Act"), requires that those investment restrictions which are designated as
fundamental investment restrictions may be changed only by shareholder vote.
This type of investment restriction is frequently referred to as a "fundamental
investment policy."

The 1940 Act and the rules and regulations thereunder regulate the
conditions under which a fund may issue senior securities, in order to limit
the use of leverage. To the extent a fund increases its issuance of securities
senior to its common stock, it is subject to greater leverage risk, which is
the risk that the increased assets available for investment would expose the
fund to greater market risk, interest rate risk and other risks, as described
below.

Although the definition of "senior security" involves complex statutory and
regulatory concepts, a senior security (which may represent either indebtedness
or stock) is generally considered to be an obligation of a fund with respect to
its earnings or assets that takes precedence over the claims of the fund's
shareholders (or, for a senior security representing stock, the fund's common
shareholders) with respect to the same earnings or assets. For closed-end
investment companies such as the Fund, the 1940 Act prohibits issuance of any
class of senior security or sale of any senior security unless, immediately
after such issuance or sale, the class of senior security has asset coverage
(as such term is defined in the 1940 Act) of at least 300 percent if the senior
security represents indebtedness and 200 percent if

the senior security represents stock. Under its current fundamental investment
restriction concerning senior securities, the Fund may not issue senior
securities in excess of 33 1/3% of its total assets, with certain exceptions.
Thus, the Fund presently is more restricted than is required by the 1940 Act
with respect to issuing senior securities and is not permitted to make use of
the full amount of leverage permitted by the 1940 Act. It is being proposed
that the Fund's fundamental investment restriction with respect to issuing
senior securities be revised to permit the Fund to issue senior securities to
the extent permitted under the 1940 Act and as interpreted, modified, or
otherwise permitted by appropriate regulatory authorities.

The proposed revision will allow the Fund to issue senior securities to the
full extent permitted under the 1940 Act. This revision will permit the Board
to utilize leverage as it deems appropriate and in the best interests of the
Fund and its shareholders, consistent with the 1940 Act and the rules and
regulations thereunder. Adoption of the proposed change will also give the Fund
maximum flexibility with respect to future changes in the 1940 Act or
regulatory interpretations regarding restrictions on issuing senior securities
without incurring the costs and delays of soliciting a shareholder vote. The
1940 Act and the applicable regulations can change from time to time and may
become more or less restrictive as a result.

Text of Current Fundamental Investment Restriction. The current fundamental
investment restriction of the Fund with respect to senior securities states
that the Fund may not:

"issue senior securities (including borrowing money or entering into reverse
repurchase agreements) in excess of 33 1/3% of its total assets (including
the amount of senior securities issued but excluding any liabilities and
indebtedness not constituting senior securities) except that the Fund may
borrow up to an additional 5% of its total assets for temporary purposes, or
pledge its assets other than to secure such issuance or in connection with
hedging transactions, when-issued and delayed delivery transactions and
similar investment strategies."

Text of Proposed Fundamental Investment Restriction. The proposed
fundamental investment restriction of the Fund under Proposal No. 1 states that
the Fund may not:

"issue senior securities, except to the extent permitted under the
Investment Company Act of 1940, as amended, and as interpreted, modified, or
otherwise permitted by appropriate regulatory authorities."

If approved, the revised fundamental investment restriction may be modified
only by a vote of the shareholders.

If the shareholders approve Proposal No. 1, the revised fundamental
investment restriction will become effective immediately. If the proposed
change is

adopted, the Fund's Board has indicated its intention to cause the Fund to
register with the Securities and Exchange Commission (the "SEC") a class of
auction rate preferred stock (the "Preferred Shares") and to offer those shares
upon effectiveness of the registration statement. As senior securities, the
Preferred Shares will be senior to shares of the Fund's outstanding Common
Stock.

Set forth below is a general discussion of the risks associated with the
issuance of senior securities. Since the Fund is already permitted to issue
senior securities under its fundamental investment policies, the risks
discussed below also would be applicable to any issuance of senior securities
under the current fundamental investment restriction. Shareholders are not
being asked to approve or disapprove the issuance of preferred stock or other
senior securities by the Fund, only to approve the change in the fundamental
investment restriction in order to allow the Fund to issue senior securities to
the extent permitted under the 1940 Act and the rules and regulations
thereunder. Approval of Proposal No. 1 will therefore increase the amount of
senior securities the Fund is permitted to issue, which may increase both
certain of the benefits and certain of the risks of any such issuance of senior
securities by the Fund.

Risks of Issuance of Senior Securities. Increased leverage could result in
greater volatility of the net asset value and share price of the Fund. In
addition, the issuance of preferred stock involves offering expenses and other
costs to the Fund (e.g., underwriting commissions, rating agency fees and
organization and offering expenses), which expenses will be borne by the
holders of Common Stock. If the Fund were to issue preferred stock (including
the Preferred Shares) or debt securities and thereby incur an obligation to pay
dividends or interest, any investment income or gains that the Fund earns from
the proceeds of such issuance which is in excess of the sum of dividends or
interest due on the senior securities and costs and expenses thereof will cause
the net asset value of the Fund's shares to increase to a greater extent that
would otherwise be the case. Conversely, if the return on the proceeds of such
issuance fails to cover the sum of dividends or interest due on the issued
senior securities and costs and expenses thereof, the net asset value of the
Fund would be lower than would otherwise be the case, resulting in a possible
reduction of dividends paid by the Fund to the holders of shares of Common
Stock. The requirement to pay interest on indebtedness or dividends on
preferred stock in full before any dividends may be paid on the Common Stock
means that dividends on the Common Stock may be reduced or eliminated.
Successful use of leveraging may depend on the Manager's ability to predict
correctly interest rates and market movements, and there can be no assurance
that a leveraging strategy will be successful during any period in which it is
employed.

The mandatory asset coverage requirements of the 1940 Act could also pose
certain risks for the holders of shares of Common Stock. If the Fund's asset
coverage for any preferred stock or debt security falls below the requirements
of

the 1940 Act, the Fund would be unable to pay dividends on its Common Stock.
Further, the Fund might have to sell portfolio securities to service the
preferred stock or debt securities at a time or times when investment
considerations would not favor such sales.

Holders of shares of Common Stock would realize voting dilution as a result
of the issuance of preferred stock since the holders of preferred stock would
vote together with the Common Stock on all general matters. Furthermore, the
class voting requirements for all preferred stock could make it more difficult
for the Fund to take certain actions that may, in the future, be proposed by
the Board and/or holders of shares of Common Stock, such as a merger, exchange
of securities, liquidation or alteration of the rights of a class of the Fund's
securities if such actions would be adverse to the preferred stock, changing
the subclassification of the Fund or acting inconsistently with its fundamental
investment restrictions or other fundamental policies or ceasing to be an
investment company. In addition, mandatory redemption requirements may make it
more difficult or costly for the Fund to take certain actions. Under the 1940
Act, an open-end investment company may not issue any senior security (other
than certain bank borrowings) and, as a result, prior to converting to an
open-end investment company the Fund would likely be required to redeem or
repurchase any senior securities that it had issued. In addition to the voting
rights discussed above, the holders of any preferred stock, including the
Preferred Shares, would have the right to elect two directors at all times and
to elect a majority of the directors if the Fund failed to pay two years or
more of dividends on the preferred stock. Since the Fund may currently issue
senior securities, all of the voting rights discussed above would also be
attached to any currently permitted issuance of preferred stock.

The investment advisory fee paid to the Advisor is based on a percentage of
the Fund's average weekly assets. The Fund's average weekly assets include the
Fund's net assets plus the proceeds of any outstanding borrowings used for
leverage and any proceeds from the issuance of preferred stock, minus the sum
of (i) accrued liabilities of the Fund (other than outstanding leverage), (ii)
any accrued and unpaid interest on outstanding borrowings and (iii) accumulated
dividends on shares of preferred stock. An issuance of preferred stock,
including the Preferred Shares, will result in an increase in the Fund's
assets. As a result, an issuance of preferred stock will result in an increase
in the investment advisory fee payable to SBFM by the Fund and attributable to
holders of Common Stock; however, the investment advisory fees as a percentage
of the Fund's net assets would not change as a result of the issuance of any
preferred stock.

Certain Federal Income Tax Consequences. Set forth below is a general
description of certain federal income tax consequences that would apply to the
Fund and to the holders of shares of Common Stock with respect to any issuance
by the Fund of senior securities, including preferred stock. This description
would

apply to any issuance of senior securities currently permitted under the Fund's
fundamental investment restriction and, as noted above, the shareholders are
not being asked to approve or disapprove the issuance of senior securities. The
description assumes that the Fund will continue to qualify as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"), so as to be relieved of federal income tax on net investment income
and net capital gains distributed to shareholders. Senior securities issued by
the Fund will provide that interest or dividends, as the case may be, payable
to the holders of such senior securities must be paid before dividends can be
paid to holders of Common Stock. Although an inability to pay dividends on the
Common Stock could conceivably cause the Fund to lose its special federal
income tax status, which would be materially adverse to the holders of the
Common Stock, such inability can be avoided through the use of mandatory
redemption requirements with respect to the senior securities that are designed
to ensure that the Fund maintains the necessary asset coverage. The Fund will
include such a mandatory redemption requirement in the terms of any Preferred
Share, which it may issue. If the Fund failed to qualify as a regulated
investment company under the Code in any taxable year, the Fund would be
subject to tax on its taxable income at corporate rates without any deduction
for dividends paid to its shareholders, and all distributions from earnings and
profits would be taxable to shareholders as ordinary income. In addition, the
Fund could be required to recognize unrealized gains, pay taxes and interest
charges and make distributions before re-qualifying as a regulated investment
company.

As a regulated investment company, the Fund is generally entitled to
deductions for interest paid on senior securities issued in the form of
indebtedness and for dividends paid on its Common Shares and any Preferred
Shares. Under the Code, a distribution to shareholders will not qualify for the
deduction for dividends paid unless the distribution is pro rata, with no
preferences to any share of the Fund as compared with other shares of the same
class, and with no preference to one class of shares as compared with another
class except to the extent that the former is entitled (without reference to
waivers of their rights by shareholders) to such preference. The Fund intends
to make distributions in a manner that will allow such distributions to qualify
for the dividends paid deduction.

Recommendations of the Board of Directors

The Board believes the proposed change in the fundamental investment
restriction is in the best interests of the Fund and its shareholders. In
making this determination, the Board has considered, among other factors, that
the proposed revised fundamental investment restriction would provide the Fund
with an enhanced capacity to utilize leverage as deemed appropriate by the
Board, consistent with the 1940 Act and the rules and regulations thereunder;
that the Fund may over time be able to earn an incremental return for the
holders of the Common

Stock from the assets acquired with the proceeds of a preferred stock offering;
and that the proposed revision would provide the Fund with maximum flexibility
to issue senior securities in the future to the extent permitted under the 1940
Act or regulatory interpretations regarding restrictions on issuing senior
securities, without incurring the expense and delay of a shareholder vote.
There can be no guarantee, however, that an incremental return can be obtained
for the holders of the Common Stock.

If Proposal No. 1 is not approved by shareholders of the Fund, the Fund's
existing fundamental investment policy with respect to issuance of senior
securities will continue in effect, and the Board will consider what other
course of action to take, if any, including resoliciting the shareholders of
the Fund.

REQUIRED SHAREHOLDER VOTE

Approval of Proposal No. 1 requires the affirmative vote of a "majority of
the outstanding voting securities" of the Fund, which for this purpose means
the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of the Fund or (2) 67% or more of the shares of the Fund present at the
Meeting if more than 50% of the outstanding shares of the Fund are represented
at the Meeting in person or by proxy.

THE BOARD OF DIRECTORS OF THE FUND, INCLUDING A MAJORITY OF THE INDEPENDENT
DIRECTORS, RECOMMENDS THAT YOU VOTE FOR PROPOSAL NO. 1.

PROPOSAL NO. 2

ELECTION OF DIRECTORS TO THE BOARD OF DIRECTORS

The Board is divided into three classes. The directors currently serving in
Class II have terms expiring at the Meeting; each Class II director currently
serving on the Board has been nominated by the Board for reelection at the
Meeting to serve for a term of three years (until the year 2005 Annual Meeting
of Shareholders) or until his successor has been duly elected and qualified.

The Board knows of no reason why any of the 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 nominee(s) as the Board may recommend.

Certain information concerning the nominees and the directors continuing in
office 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 Fund as of the Record Date. All of the nominees are currently
directors of the Fund. Except as indicated, each nominee or director has held
the office shown or other offices in the same company for the last five years.

Persons Nominated for Election as Directors

Number of Shares
Principal Occupations Beneficially
Name, Position with During Past Five Years, Owned as of
the Fund and Address Other Directorships and Age October 31, 2001
-------------------- --------------------------- ----------------

CLASS II DIRECTORS

Robert A. Frankel+ Managing Partner of Robert A. Frankel 256.46
Director since 1998 Management Consultants; formerly
8 John Walsh Blvd. Corporate Vice President of The Reader's
Peekskill, NY 10566 Digest Association, Inc.; 74.

Heath B. McLendon* Managing Director of Salomon Smith 2,441.61(a)
Chairman of the Board of Directors, Barney; Director of 77 investment
Chief Executive Officer and companies associated with Citigroup;
President President and Director of SBFM and
Director since 1998 Travelers Investment Adviser, Inc.
125 Broad Street ("TIA"); formerly Chairman of the Board
New York, NY 10004 of Smith Barney Strategy Advisors Inc.; 68.

George M. Pavia+ Senior Partner, Pavia & Harcourt 0
Director since 2001 Attorneys; 72.
600 Madison Avenue
New York, NY 10022

- --------
* An "interested person" of the Fund, as defined in the 1940 Act.
(a) Includes shares owned by members of this director's family.
+ Director, trustee and/or general partner of other investment companies
registered under the Investment Company Act with which Salomon Smith Barney
is affiliated.

Directors Continuing in Office

CLASS I DIRECTORS

Allan J. Bloostein+ President, Allan J. Bloostein Associates, a 0
Director since 1998 consulting firm; retired Vice Chairman and
717 Fifth Avenue Director of May Department Stores;
21st Floor Director of Taubman Centers, Inc.; Retired
New York, NY 10022 Director of CVS Corporation; 71.

Martin Brody+ Consultant, HMK Associates; Retired Vice 387.10
c\o HMK Associates Chairman of the Board of Restaurant
30 Columbia Turnpike Associates Corp; 80.
Florham Park, NJ 07932

Dr. Paul Hardin+ Chancellor Emeritus and Professor of Law 100.00
Director since 2001 at the University of North Carolina at
12083 Morehead Chapel Hill; formerly Chancellor of the
Chapel Hill, NC 27514-8426 University of North Carolina at Chapel
Hill; 70.
CLASS III DIRECTORS

Dwight B. Crane+ Professor, Harvard Business School; 400.00
Director since 1998 Director of Micro Forum, Inc.; 63.
Harvard Business School
Soldiers Field Road
Horgan Hall # 375
Boston, MA 02163

Paulo M. Cucchi+ Vice President and Dean of College of 0
Director since 2001 Liberal Arts at Drew University; 59.
Drew University
108 Brothers College
Madison, NJ 07940

William R. Hutchinson+ President, WR Hutchinson & Associates, 116.00
Director since 1998 Inc. (oil industry consulting); formerly
535 N. Michigan Group Vice President, Mergers &
Suite 1012 Acquisitions BP Amoco p.l.c.; formerly
Chicago, IL 60611 Vice President-Financial Operations
Amoco Corp.; Director of Associated Bank;
Director of Associated Banc-Corp.; 58.

- --------
+ Director, trustee and/or general partner of other investment companies
registered under the Investment Company Act with which Salomon Smith Barney
is affiliated.

The Fund has no compensation committee of the Board, or any committee
performing similar functions. The Board has an Audit Committee and a Nominating
Committee, each composed of all the directors who are not "interested persons"
of the Fund, as defined in the 1940 Act (the "Independent Directors").

The Independent Directors are also independent as such term is defined in the
NYSE's Listed Company Manual. The Audit Committee is charged with recommending
a firm of independent auditors to the Board and reviewing accounting matters as
set forth in the Audit Committee's charter. The Nominating Committee is charged
with recommending nominees for election as Directors of the Fund. The Audit
Committee held two meetings and the Nominating Committee held one meeting
during the last fiscal year. In the last fiscal year, no member of the
Nominating Committee attended less than 75% of the committee's meetings;
Messrs. Brody and Crane attended less than 75% of the Audit Committee's
meetings.

The Board held 16 meetings during the last fiscal year, four of which were
regular meetings. In the last fiscal year, Messrs. Brody and Crane attended
less than 75% of the meetings of the Board.

COMPENSATION TABLE

Only the Independent Directors receive remuneration from the Fund for acting
as directors. Aggregate fees and expenses (including reimbursement for travel
and out-of-pocket expenses) of $41,216 were paid to such directors by the Fund
during the fiscal year ended September 30, 2001. Fees for the Independent
Directors are set at $5,000 per annum. In addition, the Independent Directors
receive $500 for each Board meeting attended in person and $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, including the Fund, in the group of funds served by the
same board members (the "Fund Complex"). None of the officers of the Fund
received any compensation from the Fund for the fiscal year ended September 30,
2001. Officers and interested directors of the Fund are compensated by the
Manager or by Salomon Smith Barney.

The following table sets forth certain information regarding the
compensation paid by the Fund to each person who was a Board member during the
Fund's last fiscal year.

COMPENSATION TABLE

Total
Compensation
Aggregate from Fund and
Compensation Fund Complex Total Number
from Fund Pension or for the of Funds
for the Fiscal Retirement Calender Year for Which
Year Ended Benefits Accrued Ended Director
September 30, as part of Fund December 31, Serves within
Name of Person 2001 Expenses 2001 Fund Complex
-------------- -------------- ---------------- ------------- -------------

Allan J. Bloostein $7,033 0 $109,500 18
Martin Brody* 6,317 0 132,950 20
Dwight B. Crane 5,933 0 153,175 23
Paolo M. Cucchi 2,350 0 12,250 14
Robert A. Frankel 7,133 0 72,850 9
Dr. Paul Hardin 1,350 0 93,150 26
William R. Hutchinson 7,050 0 38,300 7
Heath B. McLendon** 0 0 0 78
George M. Pavia 1,850 0 18,350 15

- --------
* Mr. Brody will continue as a director of the Fund until December 31, 2001,
at which point he will become a director emeritus of the Fund.
** Designates a director who is an "interested person" of the Fund.

At the end of the calendar year during which a director attains the age of
80, the director is 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's last fiscal year, total
compensation paid by the Fund to directors emeritus totaled $0.

REPORT OF THE AUDIT COMMITTEE

The audit committee reports that it has (i) reviewed and discussed the
Fund's audited financial statements with management; (ii) discussed with the
independent auditors the matters (such as the quality of the Fund's accounting
principles and internal controls) required to be discussed by Statement on
Auditing Standards No. 61; and (iii) received oral confirmation from KPMG LLP
("KPMG") that it is independent and written disclosures regarding such
independence as required by Independence Standards Board Standard No. 1, and
discussed with the auditors the auditor's independence. Based on the review and
discussions referred to in items (i) through (iii) above, the audit committee
recommended to the Board of Directors (and the board has approved) that the
audited financial statements be included in the Fund's annual report for the
Fund's fiscal year ended September 30, 2001. The membership of the audit
committee is comprised of the following Directors: Allan J. Bloostein, Martin
Brody, Dwight B. Crane, Paolo M. Cucchi, Robert A. Frankel, Paul Hardin,
William R. Hutchinson, and George M. Pavia.

Audit Fees. Fees for the annual audit of the Fund's financial statements by
KPMG for the fiscal year ended September 30, 2001 were $45,000.

Financial Information Systems Design and Implementation Fees. Neither the
Fund nor SBFM or other entities under common control engaged KPMG to provide
advice to the Fund, SBFM or entities under common control with SBFM that
provided services to the Fund regarding financial information system design and
implementation during the fiscal year ended September 30, 2001.

All Other Fees. The aggregate fees billed for all other non-audit services,
including fees for tax related services, rendered by KPMG to the Fund, SBFM and
entities controlled by or affiliated with SBFM that provided services to the
Fund for the fiscal year ended September 30, 2001 were $2,400. The audit
committee of the Fund has determined that provision of these non-audit services
is compatible with maintaining the independence of KPMG.

REQUIRED SHAREHOLDER VOTE

The affirmative vote of a plurality of the votes cast at the Meeting is
required to approve Proposal No. 2.

THE BOARD OF DIRECTORS OF THE FUND, INCLUDING A MAJORITY OF THE INDEPENDENT
DIRECTORS, RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO THE BOARD.

INDEPENDENT AUDITORS

At a meeting held on November 15, 2000, a majority of the Independent
Directors selected KPMG as the independent auditors to audit the accounts of
the Fund for and during the fiscal year ending September 30, 2001. All members
of the Board present at the Board meeting at which KPMG was selected 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
Citigroup, the ultimate parent company of Salomon Smith Barney and the Manager.
KPMG has informed the Fund that it has no direct or indirect material financial
interest in the Fund, the Manager, Citigroup or any other investment company
sponsored by Salomon Smith Barney or its affiliates. KPMG has been the
independent auditors for the Fund since the Fund's commencement of operations.

If the Fund receives a written request from any shareholder of the Fund 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.

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, the Manager, affiliates
of the Manager, and persons who beneficially own more than ten percent of a
registered class of the Fund's outstanding securities to file reports of
ownership of the Fund's securities and changes in such ownership with the SEC
and The New York Stock Exchange, Inc. ("NYSE"). Such persons are required by
SEC regulations to furnish the Fund with copies of all such filings. Based
solely upon its review of the copies of such filings received by it, the Fund
believes that, during fiscal year 2001, all filing requirements applicable to
such persons were complied with.

EXECUTIVE OFFICERS

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:

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

Heath B. McLendon Chief Executive Officer, 1998 to date (see Table of Persons Nominated
Chairman of the Board for Election as Directors, above)
and President

Lewis E. Daidone Senior Vice President and 1998 to date Managing Director of Salomon
Treasurer Smith Barney, Senior Vice
President or Executive Vice
President and Treasurer of 61
investment companies associated
with Citigroup; Director and
Senior Vice President of SBFM
and TIA; 44.

Glenn N. Marchak Vice President and 1998 to date Senior Vice President of
Investment Officer Traveler's Asset Management
International Corporation;
Managing Director of Smith
Barney from1997 to 1998; Senior
Vice President and Head of Loan
Syndications at National
Westminster Bank plc from 1993
to 1997; 45.

Christina T. Sydor Secretary 1998 to date Managing Director of Salomon
Smith Barney; Secretary of
61 investment companies
associated with Citigroup;
Secretary and General Counsel of
SBFM and TIA; 50.

Irving P. David Controller 1998 to date Director of Salomon Smith
Barney; Controller or Assistant
Secretary of 43 investment
companies associated with
Citigroup; 40.

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 2003 Annual Meeting of
the Shareholders of the Fund must be received by September 1, 2002 to be
included in the proxy statement and the form of proxy relating to that meeting,
as the Fund expects that the 2003 Annual Meeting will be held in January of
2003. 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 2003
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 November 14, 2002, in which case these persons will not have
discretionary voting authority except as provided in the SEC'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, sign, date and
return the proxy card as soon as possible in the enclosed postage-paid
envelope, or, for shares held in a brokerage account, vote their shares by
telephone or through the internet.

By order of the Board of Directors,

Christina T. Sydor
Secretary

December 4, 2001

FORM OF PROXY
-------------

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, 125 Broad
Street, 11th floor Conference Room, New York, New York on January 18, 2002 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
4, 2001 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.

- ----------------- ---------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE 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
PROPOSAL 1 AND FOR ELECTION OF NOMINEES AS CLASS II DIRECTORS. Please refer to
the Proxy Statement for a discussion of the proposals.

1. To consider and vote upon the approval of a change in the Fund's
investment restriction regarding issuance of senior securities.

FOR AGAINST ABSTAIN
[_] [_] [_]

2. ELECTION OF CLASS II DIRECTORS

CLASS II: Robert A. Frankel, Heath B.
McLendon and George M. Pavia
WITHHELD
FOR ALL [_] [_] FROM ALL
NOMINEES NOMINEES

[_] --------------------------------------------
For all nominees except as noted above

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]

PLEASE SIGN, DATE AND RETURN PROMPTLY USING 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: Signature: Date:
----------------------- ------- ------- ----