<DOCUMENT>
<TYPE>EX-99.77M MERGERS
<SEQUENCE>3
<FILENAME>item77m2.txt
<TEXT>
Western Asset High Income Fund II Inc. Announces Completion of Merger
and Share Conversion Price

NEW YORK, September 24, 2008/ Business Wire/ -- Western Asset High Income
Fund II Inc., which is listed on the New York Stock Exchange under the symbol
"HIX," announced today the completion of the merger of Western Asset Zenix
Income Fund Inc. with and into Western Asset High Income Fund II Inc.
Effective with the opening of business on September 24, 2008, shareholders
of Western Asset Zenix Income Fund Inc. (which previously traded on the New
York Stock Exchange under the symbol "ZIF") became shareholders of Western
Asset High Income Fund II Inc.

Each share of common stock of Western Asset Zenix Income Fund converted
into an equivalent dollar amount (to the nearest $0.001) of full shares of
common stock of Western Asset High Income Fund II, based on the net asset
value per share of each Fund calculated at the close of business on Tuesday,
September 23, 2008. Western Asset High Income Fund II reported a net asset
value per share of $9.17 and Western Asset Zenix Income Fund reported a net
asset value per share of $2.08 as of the close of business on Tuesday,
September 23, 2008. The conversion ratio was calculated at 0.22624 common
shares of Western Asset High Income Fund II for each common share of Western
Asset Zenix Income Fund. Western Asset High Income Fund II did not issue any
fractional shares to Western Asset Zenix Income Fund shareholders. In lieu
thereof, Western Asset High Income Fund II purchased all fractional shares
at the current net asset value of the shares and remitted the cash proceeds
to former Western Asset Zenix Income Fund shareholders in proportion to their
fractional shares. In addition, holders of the Auction Rate Cumulative
Preferred Stock ("ARPS") (CUSIP # 95766920) issued by Western Asset Zenix
Income Fund received cash in the amount of the required liquidation preference
 of $25,000 per share plus accrued and unpaid dividends thereon. All of the
outstanding $35 million ARPS were retired using additional drawdowns on the
existing credit facility of Western Asset High Income Fund II.
As of September 23, 2008, the post-merger assets of Western Asset High
Income Fund II Inc. totaled $751,285,528 and its net asset value per common
share was $9.17 based on approximately 81,901,755 shares outstanding.

Western Asset High Income Fund II Inc. is a closed-end, diversified
management investment company. Legg Mason Partners Fund Advisor, LLC,
a wholly owned subsidiary of Legg Mason, Inc., serves as the Fund's
investment manager and Western Asset Management Company, an affiliate of
the investment manager, serves as the Fund's sub-adviser.

Contact the Fund at 1-888-777-0102 for additional information, or consult
the Fund's web site at www.leggmason.com/cef.

Brenda Grandell, Director, Closed-End Funds,
Legg Mason & Co., LLC, 212-857-8087
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