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<SEC-DOCUMENT>0000914851-06-000435.txt : 20061228
<SEC-HEADER>0000914851-06-000435.hdr.sgml : 20061228
<ACCEPTANCE-DATETIME>20061228164417
ACCESSION NUMBER:		0000914851-06-000435
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20061031
FILED AS OF DATE:		20061228
DATE AS OF CHANGE:		20061228
EFFECTIVENESS DATE:		20061228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WESTERN ASSET HIGH INCOME FUND II INC.
		CENTRAL INDEX KEY:			0001058239
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-08709
		FILM NUMBER:		061303277

	BUSINESS ADDRESS:	
		STREET 1:		CITIGROUP ASSET MANAGEMENT
		STREET 2:		125 BROAD STREET, 10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		212-291-2556

	MAIL ADDRESS:	
		STREET 1:		CITIGROUP ASSET MANAGEMENT
		STREET 2:		125 BROAD STREET, 10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SALOMON BROTHERS HIGH INCOME FUND II INC
		DATE OF NAME CHANGE:	19980421

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SALOMON BROTHERS HIGH YIELD BOND FUND IN
		DATE OF NAME CHANGE:	19980319
</SEC-HEADER>
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<TEXT>
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SIGNATURE   FRANCES M. GUGGINO
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>item77q1b.txt
<TEXT>

7

                      MANAGEMENT AGREEMENT
              Legg Mason Partners Fund Advisor, LLC


    This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day
of August, 2006, by and between Salomon Brothers High Income Fund
II Inc (the "Fund") and Legg Mason Partners Fund Advisor, LLC, a
Delaware limited liability company (the "Manager").

    WHEREAS, the Fund is registered as a management investment
company under the Investment Company Act of 1940, as amended (the
"1940 Act");

    WHEREAS, the Manager is engaged primarily in rendering
investment advisory, management and administrative services and
is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended;

    WHEREAS, the Fund wishes to retain the Manager to provide
investment advisory, management, and administrative services to
the Fund; and

    WHEREAS, the Manager is willing to furnish such services on
the terms and conditions hereinafter set forth;

    NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed as follows:

     1.   The Fund hereby appoints the Manager to act as investment
adviser and administrator of the Fund for the period and on the
terms set forth in this Agreement.  The Manager accepts such
appointment and agrees to render the services herein set forth,
for the compensation herein provided.

     2.   The Fund shall at all times keep the Manager fully informed
with regard to the securities owned by it, its funds available,
or to become available, for investment, and generally as to the
condition of its affairs.  It shall furnish the Manager with such
other documents and information with regard to its affairs as the
Manager may from time to time reasonably request.


     3.   (a)  Subject to the supervision of the Fund's Board of
Directors (the "Board"), the Manager shall regularly provide the
Fund with investment research, advice, management and supervision
and shall furnish a continuous investment program for the Fund's
portfolio of securities and other investments consistent with the
Fund's investment objectives, policies and restrictions, as
stated in the Fund's Prospectus and Statement of Additional
Information.  The Manager shall determine from time to time what
securities and other investments will be purchased, retained,
sold or exchanged by the Fund and what portion of the assets of
the Fund's portfolio will be held in the various securities and
other investments in which the Fund invests, and shall implement
those decisions, all subject to the provisions of the Fund's
Articles of Incorporation and By-Laws (collectively, the
"Governing Documents"), the 1940 Act, and the applicable rules
and regulations promulgated thereunder by the Securities and
Exchange Commission (the "SEC") and interpretive guidance issued
thereunder by the SEC staff and any other applicable federal and
state law, as well as the investment objectives, policies and
restrictions of the Fund referred to above, and any other
specific policies adopted by the Board and disclosed to the
Manager.  The Manager is authorized as the agent of the Fund to
give instructions to the custodian of the Fund as to deliveries
of securities and other investments and payments of cash for the
account of the Fund.  Subject to applicable provisions of the
1940 Act and direction from the Board, the investment program to
be provided hereunder may entail the investment of all or
substantially all of the assets of the Fund in one or more
investment companies.  The Manager will place orders pursuant to
its investment determinations for the Fund either directly with
the issuer or with any broker or dealer, foreign currency dealer,
futures commission merchant or others selected by it.  In
connection with the selection of such brokers or dealers and the
placing of such orders, subject to applicable law, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
to the Fund and/or the other accounts over which the Manager or
its affiliates exercise investment discretion.  The Manager is
authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio
transaction for the Fund which is in excess of the amount of
commission another broker or dealer would have charged for
effecting that transaction if the Manager determines in good
faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer.  This determination may be viewed in terms of
either that particular transaction or the overall
responsibilities which the Manager and its affiliates have with
respect to accounts over which they exercise investment
discretion.  The Board may adopt policies and procedures that
modify and restrict the Manager's authority regarding the
execution of the Fund's portfolio transactions provided herein.
The Manager shall also provide advice and recommendations with
respect to other aspects of the business and affairs of the Fund,
shall exercise voting rights, rights to consent to corporate
action and any other rights pertaining to the Fund's portfolio
securities subject to such direction as the Board may provide,
and shall perform such other functions of investment management
and supervision as may be directed by the Board.

     (b)  Subject to the direction and control of the Board, the
Manager shall perform such administrative and management services
as may from time to time be reasonably requested by the Fund as
necessary for the operation of the Fund, such as (i) supervising
the overall administration of the Fund, including negotiation of
contracts and fees with and the monitoring of performance and
billings of the Fund's transfer agent, shareholder servicing
agents, custodian and other independent contractors or agents,
(ii) providing certain compliance, fund accounting, regulatory
reporting, and tax reporting services, (iii) preparing or
participating in the preparation of Board materials, registration
statements, proxy statements and reports and other communications
to shareholders, (iv) maintaining the Fund's existence, and (v)
during such times as shares are publicly offered, maintaining the
registration and qualification of the Fund's shares under federal
and state laws.  Notwithstanding the foregoing, the Manager shall
not be deemed to have assumed any duties with respect to, and
shall not be responsible for, the distribution of the shares of
the Fund, nor shall the Manager be deemed to have assumed or have
any responsibility with respect to functions specifically assumed
by any transfer agent, fund accounting agent, custodian,
shareholder servicing agent or other agent, in each case employed
by the Fund to perform such functions.

     (c)  The Fund hereby authorizes any entity or person
associated with the Manager which is a member of a national
securities exchange to effect any transaction on the exchange for
the account of the Fund which is permitted by Section 11(a) of
the Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the
Fund hereby consents to the retention of compensation for such
transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
Notwithstanding the foregoing, the Manager agrees that it will
not deal with itself, or with members of the Board or any
principal underwriter of the Fund, as principals or agents in
making purchases or sales of securities or other property for the
account of the Fund, nor will it purchase any securities from an
underwriting or selling group in which the Manager or its
affiliates is participating, or arrange for purchases and sales
of securities between the Fund and another account advised by the
Manager or its affiliates, except in each case as permitted by
the 1940 Act and in accordance with such policies and procedures
as may be adopted by the Fund from time to time, and will comply
with all other provisions of the Governing Documents and the
Fund's Prospectus and Statement of Additional Information
relative to the Manager and its directors and officers.

  4.   Subject to the Board's approval, the Manager or the Fund may
enter into contracts with one or more investment subadvisers or
subadministrators, including without limitation, affiliates of
the Manager, in which the Manager delegates to such investment
subadvisers or subadministrators any or all its duties specified
hereunder, on such terms as the Manager will determine to be
necessary, desirable or appropriate, provided that in each case
the Manager shall supervise the activities of each such
subadviser or subadministrator and further provided that such
contracts impose on any investment subadviser or subadministrator
bound thereby all the conditions to which the Manager is subject
hereunder and that such contracts are entered into in accordance
with and meet all applicable requirements of the 1940 Act.

5.   (a)  The Manager, at its expense, shall supply the Board and
officers of the Fund with all information and reports reasonably
required by them and reasonably available to the Manager and
shall furnish the Fund with office facilities, including space,
furniture and equipment and all personnel reasonably necessary
for the operation of the Fund.  The Manager shall oversee the
maintenance of all books and records with respect to the Fund's
securities transactions and the keeping of the Fund's books of
account in accordance with all applicable federal and state laws
and regulations.  In compliance with the requirements of Rule 31a-
3 under the 1940 Act, the Manager hereby agrees that any records
that it maintains for the Fund are the property of the Fund, and
further agrees to surrender promptly to the Fund any of such
records upon the Fund's request.  The Manager further agrees to
arrange for the preservation of the records required to be
maintained by Rule 31a-1 under the 1940 Act for the periods
prescribed by Rule 31a-2 under the 1940 Act.  The Manager shall
authorize and permit any of its directors, officers and
employees, who may be elected as Board members or officers of the
Fund, to serve in the capacities in which they are elected.
     (b)  The Manager shall bear all expenses, and shall furnish
all necessary services, facilities and personnel, in connection
with its responsibilities under this Agreement.  Other than as
herein specifically indicated, the Manager shall not be
responsible for the Fund's expenses, including, without
limitation, advisory fees; distribution fees; interest; taxes;
governmental fees; voluntary assessments and other expenses
incurred in connection with membership in investment company
organizations; organization costs of the Fund; the cost
(including brokerage commissions, transaction fees or charges, if
any) in connection with the purchase or sale of the Fund's
securities and other investments and any losses in connection
therewith; fees and expenses of custodians, transfer agents,
registrars, independent pricing vendors or other agents; legal
expenses; loan commitment fees; expenses relating to share
certificates; expenses relating to the issuing and redemption or
repurchase of the Fund's shares and servicing shareholder
accounts; expenses of registering and qualifying the Fund's
shares for sale under applicable federal and state law; expenses
of preparing, setting in print, printing and distributing
prospectuses and statements of additional information and any
supplements thereto, reports, proxy statements, notices and
dividends to the Fund's shareholders; costs of stationery;
website costs; costs of meetings of the Board or any committee
thereof, meetings of shareholders and other meetings of the Fund;
Board fees; audit fees; travel expenses of officers, members of
the Board and employees of the Fund, if any; and the Fund's pro
rata portion of premiums on any fidelity bond and other insurance
covering the Fund and its officers, Board members and employees;
litigation expenses and any non-recurring or extraordinary
expenses as may arise, including, without limitation, those
relating to actions, suits or proceedings to which the Fund is a
party and the legal obligation which the Fund may have to
indemnify the Fund's Board members and officers with respect
thereto.

  6.   No member of the Board, officer or employee of the Fund
shall receive from the Fund any salary or other compensation as
such member of the Board, officer or employee while he is at the
same time a director, officer, or employee of the Manager or any
affiliated company of the Manager, except as the Board may
decide.  This paragraph shall not apply to Board members,
executive committee members, consultants and other persons who
are not regular members of the Manager's or any affiliated
company's staff.

7.   As compensation for the services performed and the
facilities furnished and expenses assumed by the Manager,
including the services of any consultants retained by the
Manager, the Fund shall pay the Manager, as promptly as possible
after the last day of each month, a fee, computed weekly at an
annual rate set forth on Schedule A annexed hereto, provided
however, that if the Fund invests all or substantially all of its
assets in another registered investment company for which the
Manager or an affiliate of the Manager serves as investment
adviser or investment manager, the annual fee computed as set
forth on such Schedule A shall be reduced by the aggregate
management fees allocated to that Fund for the Fund's then-
current fiscal year from such other registered investment
company.  The first payment of the fee shall be made as promptly
as possible at the end of the month succeeding the effective date
of this Agreement, and shall constitute a full payment of the fee
due the Manager for all services prior to that date.  If this
Agreement is terminated as of any date not the last day of a
month, such fee shall be paid as promptly as possible after such
date of termination, shall be based on the average weekly net
assets of the Fund in that period from the beginning of such
month to such date of termination, and shall be that proportion
of such average weekly net assets used for leverage as the number
of business days in such period bears to the number of business
days in such month.  The average weekly net assets of the Fund
shall in all cases be based only on business days and be computed
as of the time of the regular close of business of the New York
Stock Exchange, or such other time as may be determined by the
Board.
8.   The Manager assumes no responsibility under this Agreement
other than to render the services called for hereunder, in good
faith, and shall not be liable for any error of judgment or
mistake of law, or for any loss arising out of any investment or
for any act or omission in the execution of securities
transactions for the Fund, provided that nothing in this
Agreement shall protect the Manager against any liability to the
Fund to which the Manager would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard
of its obligations and duties hereunder.  As used in this Section
8, the term "Manager" shall include any affiliates of the Manager
performing services for the Fund contemplated hereby and the
partners, shareholders, directors, officers and employees of the
Manager and such affiliates.
9.   Nothing in this Agreement shall limit or restrict the right
of any director, officer, or employee of the Manager who may also
be a Board member, officer, or employee of the Fund, to engage in
any other business or to devote his time and attention in part to
the management or other aspects of any other business, whether of
a similar nature or a dissimilar nature, nor to limit or restrict
the right of the Manager to engage in any other business or to
render services of any kind, including investment advisory and
management services, to any other fund, firm, individual or
association.  If the purchase or sale of securities consistent
with the investment policies of the Fund or one or more other
accounts of the Manager is considered at or about the same time,
transactions in such securities will be allocated among the
accounts in a manner deemed equitable by the Manager.  Such
transactions may be combined, in accordance with applicable laws
and regulations, and consistent with the Manager's policies and
procedures as presented to the Board from time to time.
10.  For the purposes of this Agreement, the Fund's "net assets"
shall be determined as provided in the Fund's Prospectus and
Statement of Additional Information and the terms "assignment,"
"interested person," and "majority of the outstanding voting
securities" shall have the meanings given to them by Section 2(a)
of the 1940 Act, subject to such exemptions as may be granted by
the SEC by any rule, regulation or order.
11.  This Agreement will become effective with respect to the
Fund on the date set forth on Schedule A annexed hereto, provided
that it shall have been approved by the Fund's Board and by the
shareholders of the Fund in accordance with the requirements of
the 1940 Act and, unless sooner terminated as provided herein,
will continue in effect until November 30, 2007.  Thereafter, if
not terminated, this Agreement shall continue in effect with
respect to the Fund, so long as such continuance is specifically
approved at least annually (i) by the Board or (ii) by a vote of
a majority of the outstanding voting securities of the Fund,
provided that in either event the continuance is also approved by
a majority of the Board members who are not interested persons of
any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval.
12.  This Agreement is terminable with respect to the Fund
without penalty by the Board or by vote of a majority of the
outstanding voting securities of the Fund, in each case on not
more than 60 days' nor less than 30 days' written notice to the
Manager, or by the Manager upon not less than 90 days' written
notice to the Fund, and will be terminated upon the mutual
written consent of the Manager and the Fund.  This Agreement
shall terminate automatically in the event of its assignment by
the Manager and shall not be assignable by the Fund without the
consent of the Manager.
13.  No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no
material amendment of the Agreement shall be effective until
approved, if so required by the 1940 Act, by vote of the holders
of a majority of the Fund's outstanding voting securities.
  14.  This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all
prior agreements and understandings relating to the subject
matter hereof.  Should any part of this Agreement be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.  This
Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective successors.
  15.  This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of
New York.

                   [signature page to follow]


     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.

                              SALOMON BROTHERS HIGH INCOME FUND
                              II INC



                              By:
                              Name:
                              Title:


                              LEGG MASON PARTNERS FUND ADVISOR,
                              LLC



                              By:
                              Name:
                              Title:

                           Schedule A

Salomon Brothers High Income Fund II Inc

Date:

August 1, 2006

Annual Rate:

0.800%*
_______________________________

* The fee payable under this Agreement shall be calculated by
multiplying this annual rate by the value of the Fund's average
weekly net assets plus the proceeds of any outstanding borrowings
used for leverage ("average weekly net assets" means the average
weekly value of the total assets of the Fund, including any
proceeds from the issuance of preferred stock, minus the sum of
(i) accrued liabilities of the Fund, (ii) any accrued and unpaid
interest on outstanding borrowings and (iii) accumulated
dividends on shares of preferred stock).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>item77q1a.txt
<TEXT>

                 Error! Unknown switch argument.
                      SUBADVISORY AGREEMENT

     This SUBADVISORY AGREEMENT ("Agreement") is made this 1st
day of August, 2006, by and between Legg Mason Partners Fund
Advisor, LLC, a Delaware limited liability company (the
"Manager"), and Western Asset Management Company, a California
corporation (the "Subadviser").

     WHEREAS, the Manager has been retained by Salomon Brothers
High Income Fund II Inc. (the "Fund"), a registered management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act") to provide investment advisory,
management, and administrative services to the Fund; and

     WHEREAS, the Manager wishes to engage the Subadviser to
provide certain investment advisory services to the Fund, and the
Subadviser is willing to furnish such services on the terms and
conditions hereinafter set forth;

     NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed as follows:

     1.	In accordance with and subject to the Management
Agreement between the Fund and the Manager (the "Management
Agreement"), the Manager hereby appoints the Subadviser to act as
Subadviser with respect to the Fund for the period and on the
terms set forth in this Agreement. The Subadviser accepts such
appointment and agrees to render the services herein set forth,
for the compensation herein provided.

     2.	The Manager shall cause the Subadviser to be kept fully
informed at all times with regard to the securities owned by the
Fund, its funds available, or to become available, for
investment, and generally as to the condition of the Fund's
affairs. The Manager shall furnish the Subadviser with such other
documents and information with regard to the Fund's affairs as
the Subadviser may from time to time reasonably request.

     3.	(a)	Subject to the supervision of the Fund's Board of
Directors (the "Board") and the Manager, Subadviser shall
regularly provide the Fund with respect to such portion of the
Fund's assets as shall be allocated to the Subadviser by the
Manager from time to time (the "Allocated Assets") with
investment research, advice, management and supervision and shall
furnish a continuous investment program for the Allocated Assets
consistent with the Fund's investment objectives, policies and
restrictions, as stated in the Fund's Prospectus and Statement of
Additional Information. The Subadviser shall, with respect to the
Allocated Assets, determine from time to time what securities and
other investments will be purchased (including, as permitted in
accordance with this paragraph, swap agreements, options and
futures), retained, sold or exchanged by the Fund and what
portion of the Allocated Assets will be held in the various
securities and other investments in which the Fund invests, and
shall implement those decisions (including the execution of
investment documentation), all subject to the provisions of the
Fund's Articles of Incorporation and By-Laws (collectively, the
"Governing Documents"), the 1940 Act, and the applicable rules
and regulations promulgated thereunder by the Securities and
Exchange Commission (the "SEC") and interpretive guidance issued
thereunder by the SEC staff and any other applicable federal and
state law, as well as the investment objectives, policies and
restrictions of the Fund referred to above, and any other
specific policies adopted by the Board and disclosed to the
Subadviser. The Subadviser is authorized as the agent of the Fund
to give instructions with respect to the Allocated Assets to the
custodian of the Fund as to deliveries of securities and other
investments and payments of cash for the account of the Fund.
Subject to applicable provisions of the 1940 Act, the investment
program to be provided hereunder may entail the investment of all
or substantially all of the assets of the Fund in one or more
investment companies. The Subadviser will place orders pursuant
to its investment determinations for the Fund either directly
with the issuer or with any broker or dealer, foreign currency
dealer, futures commission merchant or others selected by it. In
connection with the selection of such brokers or dealers and the
placing of such orders, subject to applicable law, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
to the Fund and/or the other accounts over which the Subadviser
or its affiliates exercise investment discretion. The Subadviser
is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the
amount of commission another broker or dealer would have charged
for effecting that transaction if the Subadviser determines in
good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services
provided by such broker or dealer. This determination may be
viewed in terms of either that particular transaction or the
overall responsibilities which the Subadviser and its affiliates
have with respect to accounts over which they exercise investment
discretion. The Board may adopt policies and procedures that
modify and restrict the Subadviser's authority regarding the
execution of the Fund's portfolio transactions provided herein.
The Subadviser shall exercise voting rights, rights to consent to
corporate action and any other rights pertaining to the Allocated
Assets subject to such direction as the Board may provide, and
shall perform such other functions of investment management and
supervision as may be directed by the Board.

     (b)	The Fund hereby authorizes any entity or person
associated with the Subadviser which is a member of a national
securities exchange to effect any transaction on the exchange for
the account of the Fund which is permitted by Section 11(a) of
the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund
hereby consents to the retention of compensation for such
transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
Notwithstanding the foregoing, the Subadviser agrees that it will
not deal with itself, or with members of the Board or any
principal underwriter of the Fund, as principals or agents in
making purchases or sales of securities or other property for the
account of the Fund, nor will it purchase any securities from an
underwriting or selling group in which the Subadviser or its
affiliates is participating, or arrange for purchases and sales
of securities between the Fund and another account advised by the
Subadviser or its affiliates, except in each case as permitted by
the 1940 Act and in accordance with such policies and procedures
as may be adopted by the Fund from time to time, and will comply
with all other provisions of the Governing Documents and the
Fund's Prospectus and Statement of Additional Information
relative to the Subadviser and its directors and officers.

     4.	The Subadviser may delegate to any other one or more
companies that the Subadviser controls, is controlled by, or is
under common control with, or to specified employees of any such
companies, certain of the Subadviser's duties under this
Agreement, provided in each case the Subadviser will supervise
the activities of each such entity or employees thereof, that
such delegation will not relieve the Subadviser of any of its
duties or obligations under this Agreement and provided further
that any such arrangements are entered into in accordance with
all applicable requirements of the 1940 Act.

     5.	The Subadviser agrees that it will keep records
relating to its services hereunder in accordance with all
applicable laws, and in compliance with the requirements of Rule
31a-3 under the 1940 Act, the Subadviser hereby agrees that any
records that it maintains for the Fund are the property of the
Fund, and further agrees to surrender promptly to the Fund any of
such records upon the Fund's request. The Subadviser further
agrees to arrange for the preservation of the records required to
be maintained by Rule 31a-1 under the 1940 Act for the periods
prescribed by Rule 31a-2 under the 1940 Act.

     6.	(a)	The Subadviser, at its expense, shall supply the
Board, the officers of the Fund, and the Manager with all
information and reports reasonably required by them and
reasonably available to the Subadviser relating to the services
provided by the Subadviser hereunder.

     (b)	The Subadviser shall bear all expenses, and shall
furnish all necessary services, facilities and personnel, in
connection with its responsibilities under this Agreement. Other
than as herein specifically indicated, the Subadviser shall not
be responsible for the Fund's expenses, including, without
limitation, advisory fees; distribution fees; interest; taxes;
governmental fees; voluntary assessments and other expenses
incurred in connection with membership in investment company
organizations; organization costs of the Fund; the cost
(including brokerage commissions, transaction fees or charges, if
any) in connection with the purchase or sale of the Fund's
securities and other investments and any losses in connection
therewith; fees and expenses of custodians, transfer agents,
registrars, independent pricing vendors or other agents; legal
expenses; loan commitment fees; expenses relating to share
certificates; expenses relating to the issuing and redemption or
repurchase of the Fund's shares and servicing shareholder
accounts; expenses of registering and qualifying the Fund's
shares for sale under applicable federal and state law; expenses
of preparing, setting in print, printing and distributing
prospectuses and statements of additional information and any
supplements thereto, reports, proxy statements, notices and
dividends to the Fund's shareholders; costs of stationery;
website costs; costs of meetings of the Board or any committee
thereof, meetings of shareholders and other meetings of the Fund;
Board fees; audit fees; travel expenses of officers, members of
the Board and employees of the Fund, if any; and the Fund's pro
rata portion of premiums on any fidelity bond and other insurance
covering the Fund and its officers, Board members and employees;
litigation expenses and any non-recurring or extraordinary
expenses as may arise, including, without limitation, those
relating to actions, suits or proceedings to which the Fund is a
party and the legal obligation which the Fund may have to
indemnify the Fund's Board members and officers with respect
thereto.

     7.	No member of the Board, officer or employee of the Fund
shall receive from the Fund any salary or other compensation as
such member of the Board, officer or employee while he is at the
same time a director, officer, or employee of the Subadviser or
any affiliated company of the Subadviser, except as the Board may
decide. This paragraph shall not apply to Board members,
executive committee members, consultants and other persons who
are not regular members of the Subadviser's or any affiliated
company's staff.

     8.	As compensation for the services performed by the
Subadviser, including the services of any consultants retained by
the Subadviser, the Manager shall pay the Subadviser out of the
management fee it receives with respect to the Fund, and only to
the extent thereof, as promptly as possible after the last day of
each month, a fee, computed daily at an annual rate set forth on
Schedule A annexed hereto. The first payment of the fee shall be
made as promptly as possible at the end of the month succeeding
the effective date of this Agreement, and shall constitute a full
payment of the fee due the Subadviser for all services prior to
that date. If this Agreement is terminated as of any date not the
last day of a month, such fee shall be paid as promptly as
possible after such date of termination, shall be based on the
average daily net assets of the Fund or, if less, the portion
thereof comprising the Allocated Assets in that period from the
beginning of such month to such date of termination, and shall be
that proportion of such average daily net assets as the number of
business days in such period bears to the number of business days
in such month. The average daily net assets of the Fund or the
portion thereof comprising the Allocated Assets shall in all
cases be based only on business days and be computed as of the
time of the regular close of business of the New York Stock
Exchange, or such other time as may be determined by the Board.

     9.	The Subadviser assumes no responsibility under this
Agreement other than to render the services called for hereunder,
in good faith, and shall not be liable for any error of judgment
or mistake of law, or for any loss arising out of any investment
or for any act or omission in the execution of securities
transactions for the Fund, provided that nothing in this
Agreement shall protect the Subadviser against any liability to
the Manager or the Fund to which the Subadviser would otherwise
be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties hereunder. As
used in this Section 9, the term "Subadviser" shall include any
affiliates of the Subadviser performing services for the Fund
contemplated hereby and the partners, shareholders, directors,
officers and employees of the Subadviser and such affiliates.

     10.	Nothing in this Agreement shall limit or restrict the
right of any director, officer, or employee of the Subadviser who
may also be a Board member, officer, or employee of the Fund, to
engage in any other business or to devote his time and attention
in part to the management or other aspects of any other business,
whether of a similar nature or a dissimilar nature, nor to limit
or restrict the right of the Subadviser to engage in any other
business or to render services of any kind, including investment
advisory and management services, to any other fund, firm,
individual or association. If the purchase or sale of securities
consistent with the investment policies of the Fund or one or
more other accounts of the Subadviser is considered at or about
the same time, transactions in such securities will be allocated
among the accounts in a manner deemed equitable by the
Subadviser. Such transactions may be combined, in accordance with
applicable laws and regulations, and consistent with the
Subadviser's policies and procedures as presented to the Board
from time to time.

     11.	For the purposes of this Agreement, the Fund's "net
assets" shall be determined as provided in the Fund's Prospectus
and Statement of Additional Information and the terms
"assignment," "interested person," and "majority of the
outstanding voting securities" shall have the meanings given to
them by Section 2(a) of the 1940 Act, subject to such exemptions
as may be granted by the SEC by any rule, regulation or order.

     12.	This Agreement will become effective with respect to
the Fund on the date set forth opposite the Fund's name on
Schedule A annexed hereto, provided that it shall have been
approved by the Fund's Board and, if so required by the 1940 Act,
by the shareholders of the Fund in accordance with the
requirements of the 1940 Act and, unless sooner terminated as
provided herein, will continue in effect through November 30,
2007.  Thereafter, if not terminated, this Agreement shall
continue in effect with respect to the Fund, so long as such
continuance is specifically approved at least annually (i) by the
Board or (ii) by a vote of a majority of the outstanding voting
securities of the Fund, provided that in either event the
continuance is also approved by a majority of the Board members
who are not interested persons of any party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting
on such approval.

     13.	This Agreement is terminable with respect to the Fund
without penalty by the Board or by vote of a majority of the
outstanding voting securities of the Fund, in each case on not
more than 60 days' nor less than 30 days' written notice to the
Subadviser, or by the Subadviser upon not less than 90 days'
written notice to the Fund and the Manager, and will be
terminated upon the mutual written consent of the Manager and the
Subadviser. This Agreement shall terminate automatically in the
event of its assignment by the Subadviser and shall not be
assignable by the Manager without the consent of the Subadviser.

     14.	The Subadviser agrees that for any claim by it against
the Fund in connection with this Agreement or the services
rendered under this Agreement, it shall look only to assets of
the Fund for satisfaction and that it shall have no claim against
the assets of any other portfolios of the Fund.

     15.	No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no
material amendment of the Agreement shall be effective until
approved, if so required by the 1940 Act, by vote of the holders
of a majority of the Fund's outstanding voting securities.

     16.	This Agreement, and any supplemental terms contained on
Annex I hereto, if applicable, embodies the entire agreement and
understanding between the parties hereto, and supersedes all
prior agreements and understandings relating to the subject
matter hereof. Should any part of this Agreement be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective successors.

     17.	This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the
State of New York.

                   [signature page to follow]
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.
                              LEGG MASON PARTNERS FUND ADVISOR,
                              LLC

                              By:
                              _______________________________
                                   Name:
                                   Title:


                              WESTERN ASSET MANAGEMENT COMPANY

                              By:
                              _______________________________
                                   Name:
                                   Title:


     The foregoing is acknowledged:

     The undersigned officer of the Fund has executed this
Agreement not individually but in his/her capacity as an officer
of the Fund. The Fund does not hereby undertake, on behalf of the
Fund or otherwise, any obligation to the Subadviser.

                              SALOMON BROTHERS HIGH INCOME FUND
                              II INC.

                              By:
                              _______________________________
                                   Name:
                                   Title:

                                                          ANNEX I



Not applicable.

                                                       SCHEDULE A


Salomon Brothers High Income Fund II Inc.

Date:

August 1, 2006

Fee:

The sub-advisory fee will be 70% of the management fee paid to
the Manager, net of expense waivers and reimbursements.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
