<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>77q1.txt
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N-SAR SUB-ITEM 77Q1: Exhibit
Western Asset High Income Fund II Inc. (HIX)


Copies of any material amendments to the registrant's charter
or by-laws:

The relevant section in each fund's bylaws is replaced with
the following:

For HIX, the amendment is as follows:
Section 1.  Annual Meetings. The annual meeting of
the stockholders of the Corporation shall be held on
a date following the end of the Corporation's fiscal
year as fixed from time to time by the Board of
Directors.  An annual meeting may be held at any
place in or out of the State of Maryland and at any
time, each as may be determined by the Board of
Directors and designated in the notice of the
meeting.  Any business of the Corporation may be
transacted at an annual meeting without the purposes
having been specified in the notice unless otherwise
provided by statute, the Corporation's Charter, as
amended, supplemented or corrected from time to time
(the "Charter"), or these By-Laws.





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