-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 ATlxQN9UByrIr0RuRJkYNexuSmIw+VTPLckWGqlu3xRN3zVsg6A0xuCgLwK6cC7N
 1ZlkS+3TCCpJuYEi8tPYIw==

<SEC-DOCUMENT>0000914851-06-000451.txt : 20061229
<SEC-HEADER>0000914851-06-000451.hdr.sgml : 20061229
<ACCEPTANCE-DATETIME>20061229120125
ACCESSION NUMBER:		0000914851-06-000451
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20061031
FILED AS OF DATE:		20061229
DATE AS OF CHANGE:		20061229
EFFECTIVENESS DATE:		20061229

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WESTERN ASSET MUNICIPAL HIGH INCOME FUND INC.
		CENTRAL INDEX KEY:			0000830487
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05497
		FILM NUMBER:		061304662

	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:	MUNICIPAL HIGH INCOME FUND INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SPECIAL OPPORTUNITIES MUNICIPAL FUND INC
		DATE OF NAME CHANGE:	19881025
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answersbmuni.fil
<TEXT>
<PAGE>      PAGE  1
000 B000000 10/31/2006
000 C000000 830487
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 WESTERN ASSET MUNICIPAL HIGH INCOME FUND INC.
001 B000000 811-5497
001 C000000 8004512010
002 A000000 125 BROAD STREET
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10004
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 LEGG MASON PARTNERS FUND ADVISOR, LLC
008 B000001 A
008 C000001 801-00000
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10022
008 A000002 WESTERN ASSET MANAGEMENT COMPANY
008 B000002 S
008 C000002 801-00000
008 D010002 PASADENA
008 D020002 CA
008 D030002 91105
011 A000001 CITIGROUP GLOBAL MARKETS INC.
011 B000001 8-8177
011 C010001 NEW YORK
011 C020001 NY
011 C030001 10013
011 A000002 LEGG MASON INVESTOR SERVICES, LLC
011 B000002 8-016767
011 C010002 BALTIMORE
011 C020002 MD
011 C030002 21202
012 A000001 AMERICAN STOCK TRANSFER & TRUST COMPANY
012 B000001 84-000416
012 C010001 NEW YORK
012 C020001 NY
012 C030001 10038
013 A000001 KPMG LLP
<PAGE>      PAGE  2
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10017
014 A000001 LEGG MASON INVESTOR SERVICES, LLC
014 B000001 8-016767
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02110
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000  163
019 C000000 LMPARTNERS
021  000000        0
022 A000001 JPMORGAN CHASE & CO.
022 B000001 13-3224016
022 C000001     10960
022 D000001      7150
022 A000002 MORGAN STANLEY
022 B000002 13-2655998
022 C000002     13485
022 D000002      2400
022 A000003 UBS SECURITIES LLC
022 B000003 13-3873456
022 C000003      3348
022 D000003      2620
022 A000004 EDWARDS A G SONS INC.
022 B000004 43-1825172
022 C000004      2686
022 D000004      3082
022 A000005 PIPER JAFFRAY & HOPWOOD
022 B000005 41-0953246
022 C000005      3194
022 D000005      2176
022 A000006 MERRILL LYNCH
022 B000006 13-5674085
022 C000006      5173
022 D000006         0
022 A000007 FIRST ALBANY CAPITAL INC.
022 B000007 14-1391446
022 C000007         0
022 D000007      5146
022 A000008 GOLDMAN SACHS
022 B000008 15-5108880
022 C000008      5000
022 D000008         0
022 A000009 BEAR STEARNS SECURITIES CORP.
022 B000009 13-3604093
022 C000009      2438
<PAGE>      PAGE  3
022 D000009      1625
022 A000010 PERSHING LLC
022 B000010 13-2741729
022 C000010      1846
022 D000010      2205
023 C000000      50715
023 D000000      32215
024  000000 N
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027  000000 N
028 A010000         0
028 A020000         0
028 A030000         0
028 A040000         0
028 B010000         0
028 B020000         0
028 B030000         0
028 B040000         0
028 C010000         0
028 C020000         0
028 C030000         0
028 C040000         0
028 D010000         0
028 D020000         0
028 D030000         0
028 D040000         0
028 E010000         0
028 E020000         0
028 E030000         0
028 E040000         0
028 F010000         0
028 F020000         0
028 F030000         0
028 F040000         0
028 G010000         0
028 G020000         0
028 G030000         0
028 G040000         0
028 H000000         0
030 A000000      0
030 B000000  0.00
030 C000000  0.00
031 A000000      0
<PAGE>      PAGE  4
031 B000000      0
032  000000      0
033  000000      0
035  000000      0
036 B000000      0
038  000000      0
042 A000000   0
042 B000000   0
042 C000000   0
042 D000000   0
042 E000000   0
042 F000000   0
042 G000000   0
042 H000000   0
043  000000      0
044  000000      0
045  000000 Y
046  000000 N
047  000000 Y
048  000000  0.550
048 A010000        0
048 A020000 0.000
048 B010000        0
048 B020000 0.000
048 C010000        0
048 C020000 0.000
048 D010000        0
048 D020000 0.000
048 E010000        0
048 E020000 0.000
048 F010000        0
048 F020000 0.000
048 G010000        0
048 G020000 0.000
048 H010000        0
048 H020000 0.000
048 I010000        0
048 I020000 0.000
048 J010000        0
048 J020000 0.000
048 K010000        0
048 K020000 0.000
049  000000 N
050  000000 N
051  000000 N
052  000000 N
053 A000000 N
054 A000000 Y
054 B000000 Y
054 C000000 Y
054 D000000 N
<PAGE>      PAGE  5
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 Y
054 M000000 Y
054 N000000 N
054 O000000 Y
055 A000000 Y
055 B000000 N
056  000000 N
057  000000 N
058 A000000 N
059  000000 Y
060 A000000 Y
060 B000000 Y
061  000000        0
062 A000000 Y
062 B000000   0.0
062 C000000   0.0
062 D000000   0.0
062 E000000   1.0
062 F000000   0.0
062 G000000   0.0
062 H000000   0.0
062 I000000   0.0
062 J000000   0.0
062 K000000   0.0
062 L000000   0.0
062 M000000   0.0
062 N000000   0.0
062 O000000  97.2
062 P000000   0.0
062 Q000000   0.0
062 R000000   1.8
063 A000000   0
063 B000000 20.8
064 A000000 Y
064 B000000 Y
065  000000 N
066 A000000 N
067  000000 N
068 A000000 N
068 B000000 N
069  000000 N
070 A010000 Y
070 A020000 N
070 B010000 N
<PAGE>      PAGE  6
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 Y
070 E020000 Y
070 F010000 N
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 N
070 K020000 N
070 L010000 N
070 L020000 N
070 M010000 N
070 M020000 N
070 N010000 Y
070 N020000 N
070 O010000 N
070 O020000 N
070 P010000 N
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000     34926
071 B000000     28263
071 C000000    160201
071 D000000   18
072 A000000 12
072 B000000    10263
072 C000000        0
072 D000000        0
072 E000000        0
072 F000000      911
072 G000000       21
072 H000000        0
072 I000000       52
072 J000000        7
072 K000000        0
072 L000000       47
072 M000000       83
072 N000000       21
<PAGE>      PAGE  7
072 O000000        0
072 P000000        0
072 Q000000        0
072 R000000       41
072 S000000      145
072 T000000        0
072 U000000        0
072 V000000        0
072 W000000       15
072 X000000     1343
072 Y000000        4
072 Z000000     8924
072AA000000     2321
072BB000000        0
072CC010000     3055
072CC020000        0
072DD010000     8569
072DD020000        0
072EE000000        0
073 A010000   0.4080
073 A020000   0.0000
073 B000000   0.0000
073 C000000   0.0000
074 A000000       18
074 B000000        0
074 C000000     1650
074 D000000   167903
074 E000000        0
074 F000000        0
074 G000000        0
074 H000000        0
074 I000000        0
074 J000000       15
074 K000000        0
074 L000000     3411
074 M000000        7
074 N000000   173004
074 O000000        0
074 P000000       80
074 Q000000        0
074 R010000        0
074 R020000        0
074 R030000        0
074 R040000      277
074 S000000        0
074 T000000   172647
074 U010000    21002
074 U020000        0
074 V010000     8.22
074 V020000     0.00
074 W000000   0.0000
<PAGE>      PAGE  8
074 X000000      765
074 Y000000    20954
075 A000000        0
075 B000000   169323
076  000000     7.84
077 A000000 Y
077 B000000 Y
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078  000000 N
080 A000000 ICI MUTUAL INSURANCE CO.
080 C000000   145000
081 A000000 Y
081 B000000 162
082 A000000 Y
082 B000000      100
083 A000000 N
083 B000000        0
084 A000000 N
084 B000000        0
085 A000000 Y
085 B000000 N
086 A010000      0
086 A020000      0
086 B010000      0
086 B020000      0
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
087 A010000 WESTERN ASSET MUNICIPAL HIGH INCOME FUND INC.
087 A020000 626214100
<PAGE>      PAGE  9
087 A030000 MHF
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 N
SIGNATURE   RAYMOUND LUI
TITLE       ACCOUNTING MANAGER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>item77b.txt
<TEXT>
Report of Independent Registered Public Accounting Firm
The Board of Directors
Western Asset Municipal High Income Fund Inc.:

In planning and performing our audit of the financial
statements of Western Asset Municipal High Income Fund Inc.
(formerly Municipal High Income Fund Inc.), as of and for
the year ended October 31, 2006, in accordance with the
standards of the Public Company Accounting Oversight Board
(United States), we considered its internal control over
financial reporting, including control activities for
safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting. Accordingly, we
express no such opinion.

The management of the Fund is responsible for establishing
and maintaining effective internal control over financial
reporting.  In fulfilling this responsibility, estimates
and judgments by management are required to assess the
expected benefits and related costs of controls.  A fund's
internal control over financial reporting is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.  Such
internal control includes policies and procedures that
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition
of a fund's assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures
may deteriorate.

A control deficiency exists when the design or operation of
a control does not allow management or employees, in the
normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis. A
significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely affects
the fund's ability to initiate, authorize, record, process
or report external financial data reliably in accordance
with U.S. generally accepted accounting principles such
that there is more than a remote likelihood that a
misstatement of the fund's annual or interim financial
statements that is more than inconsequential will not be
prevented or detected. A material weakness is a significant
deficiency, or combination of significant deficiencies,
that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements
will not be prevented or detected.

Our consideration of the Fund's internal control over
financial reporting was for the limited purpose described in
the first paragraph and would not necessarily disclose all
deficiencies in internal control that might be significant
deficiencies or material weaknesses under standards
established by the Public Company Accounting Oversight
Board (United States). However, we noted no deficiencies
in the Fund's internal control over financial reporting and
its operation, including controls for safeguarding securities,
that we consider to be a material weakness as defined above
as of October 31, 2006.

This report is intended solely for the information and use of
management and the Board of Western Asset Municipal High Income
Fund Inc. and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than
these specified parties.

KPMG

New York, New York
December 27, 2006













































































































</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>item77q1.txt
<TEXT>
Western Asset Municipal High Income Fund Inc.

MANAGEMENT AGREEMENT
Legg Mason Partners Fund Advisor, LLC


This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day
of August, 2006, by and between Municipal High Income Fund
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 daily 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 daily 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 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 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.
MUNICIPAL HIGH INCOME FUND INC.

						By:
						Name:
						Title:


LEGG MASON PARTNERS FUND ADVISOR, LLC


						By:
						Name:
						Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>item77q1a.txt
<TEXT>
Western Asset Municipal High Income Fund Inc.


ARTICLES OF AMENDMENT


Municipal High Income Fund Inc., a Maryland corporation, having
its principal office in Baltimore City, Maryland
(the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:

FIRST:  The Articles of Incorporation of the Corporation, as
amended, are hereby further amended by deleting Article II and
inserting in lieu thereof the following:

ARTICLE II

The name of the corporation (hereinafter called the "Corporation")
is Western Asset Municipal High Income Fund Inc.

SECOND:  The foregoing amendment to the Charter of the Corporation
has been approved by a majority of the entire Board of Directors
and is limited to a change expressly permitted by Section 2-605 of
the Maryland General Corporation Law to be made without action by
the stockholders.

THIRD:  These Articles of Amendment to the Charter of the
Corporation shall become effective at 9:00 a.m. on
October 9, 2006.

IN WITNESS WHEREOF, the Corporation has caused these presents to
be signed in its name and on its behalf by its Chairman, President
and Chief Executive Officer and witnessed by its Assistant
Secretary on the ___ day of ____________, 2006.

WITNESS:By:
Robert M. Nelson    Assistant Secretary

R. Jay Gerken   Chairman, President and Chief Executive Officer

MUNICIPAL HIGH INCOME FUND INC.By:

THE UNDERSIGNED, Chairman, President and Chief Executive Officer
of Municipal High Income Fund Inc., who executed on behalf of
the Corporation the Articles of Amendment of which this
Certificate is made a part, hereby acknowledges in the name and
on behalf of said Corporation the foregoing Articles of Amendment
to be the corporate act of said Corporation and hereby certifies
to the best of his knowledge, information and belief, that the
matters and facts set forth therein with respect to the
authorization and approval thereof are true in all material
respects, and that this statement is made under the penalties
for perjury.





	   R. Jay Gerken
	   Chairman, President and
	   Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>item77qsubadv.txt
<TEXT>
Western Asset Municipal High Income Fund Inc.

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 Municipal High Income
Fund 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. 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
officersof the Fund, and the Manager with all information and reports
reasonablyrequired by them and reasonably available to the Subadviser
relatingto 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
Subadviserand 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.

MUNICIPAL HIGH INCOME FUND INC.
By:	_______________________________
Name:
Title:
ANNEX I


Not applicable.

SCHEDULE A
Municipal High Income Fund Inc.
Date:
August 1, 2006
Fee:
The sub-advisory fee will be 70% of the management fee paid to
Legg Mason Partners Fund Advisor, LLC, net of expense waivers
and reimbursements.

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