UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number		811-8709

Western Asset High Income Fund II Inc.
(Exact name of registrant as specified in charter)

125 Broad Street, New York, NY			10004
(Address of principal executive offices)			(Zip code)

Robert I. Frenkel, Esq. Legg Mason & Co., LLC 300 First Stamford Place Stamford, CT 06902
(Name and address of agent for service)

Registrant's telephone number, including area code:		1-800-451-2010

Date of fiscal year end:	April 30

Date of reporting period:	July 31, 2007

WESTERN ASSET HIGH INCOME FUND II INC.

FORM N-Q

JULY 31, 2007

ITEM 1. SCHEDULE OF INVESTMENTS

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited)

July 31, 2007

Face Amount†		Security	Value
CORPORATE BONDS & NOTES — 87.3%
Aerospace & Defense — 1.7%
$	1,585,000	Alliant Techsystems Inc., Senior Subordinated Notes, 6.750% due 4/1/16	$	1,509,712
		DRS Technologies Inc., Senior Subordinated Notes:
1,535,000		6.625% due 2/1/16	1,465,925
3,350,000		7.625% due 2/1/18	3,232,750
		Hawker Beechcraft Acquisition Co.:
3,710,000		Senior Notes, 8.875% due 4/1/15 (a)(b)	3,682,175
4,350,000		Senior Subordinated Notes, 9.750% due 4/1/17 (a)	4,317,375
106,119		Kac Acquisition Co., Subordinated Notes, 1.000% due 4/26/26 (c)(d)	0
5,500,000		L-3 Communications Corp., Senior Subordinated Notes, 7.625% due 6/15/12	5,555,000
		Total Aerospace & Defense	19,762,937
Airlines — 1.8%
		Continental Airlines Inc.:
965,000		Notes, 8.750% due 12/1/11	916,750
		Pass-Through Certificates:
198,893		Series 1998-1, Class C, 6.541% due 9/15/08	198,402
1,240,336		Series 2000-2, Class C, 8.312% due 10/2/12	1,259,260
1,365,000		Series C, 7.339% due 4/19/14	1,357,916
7,380,000		DAE Aviation Holdings Inc., 11.250% due 8/1/15 (a)	7,195,500
		Delta Air Lines Inc., Pass-Through Certificates, Series 01-1:
1,785,886		6.619% due 3/18/11	1,804,185
6,135,000		7.111% due 9/18/11	6,152,255
2,135,000		7.711% due 9/18/11	2,103,642
		Total Airlines	20,987,910
Auto Components — 1.0%
3,335,000		Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13	2,517,925
9,790,000		Visteon Corp., Senior Notes, 8.250% due 8/1/10 (e)	8,713,100
		Total Auto Components	11,231,025
Automobiles — 2.0%
		Ford Motor Co.:
		Debentures:
1,880,000		8.875% due 1/15/22	1,593,300
3,425,000		8.900% due 1/15/32	2,877,000
5,815,000		Notes, 7.450% due 7/16/31	4,506,625
		General Motors Corp.:
5,320,000		Notes, 7.200% due 1/15/11	4,801,300
		Senior Debentures:
2,375,000		8.250% due 7/15/23	1,947,500
8,265,000		8.375% due 7/15/33	6,839,287
		Total Automobiles	22,565,012
Building Products — 1.4%
		Ainsworth Lumber Co., Ltd., Senior Notes:
1,200,000		7.250% due 10/1/12	873,000
550,000		6.750% due 3/15/14	376,750
		Associated Materials Inc.:
7,565,000		Senior Discount Notes, step bond to yield 13.847% due 3/1/14	4,690,300
2,585,000		Senior Subordinated Notes, 9.750% due 4/15/12	2,649,625
1,750,000		Nortek Inc., Senior Subordinated Notes, 8.500% due 9/1/14	1,513,750
9,655,000		NTK Holdings Inc., Senior Discount Notes, step bond to yield 11.559% due 3/1/14	5,937,825
		Total Building Products	16,041,250

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Capital Markets — 0.3%
$	3,000,000	E*TRADE Financial Corp., Senior Notes, 7.375% due 9/15/13	$	3,030,000
Chemicals — 1.6%
5,260,000		Georgia Gulf Corp., Senior Subordinated Notes, 9.500% due 10/15/14	5,023,300
2,390,000		Huntsman International LLC, Senior Subordinated Notes, 7.875% due 11/15/14	2,569,250
		Lyondell Chemical Co.:
		Senior Notes:
1,400,000		8.000% due 9/15/14	1,505,000
1,155,000		8.250% due 9/15/16	1,270,500
100,000		Senior Secured Notes, 10.500% due 6/1/13	108,500
3,075,000		Methanex Corp., Senior Notes, 8.750% due 8/15/12	3,321,000
4,475,000		Montell Finance Co. BV, Debentures, 8.100% due 3/15/27 (a)	3,915,625
1,255,000		Westlake Chemical Corp., Senior Notes, 6.625% due 1/15/16	1,154,600
		Total Chemicals	18,867,775
Commercial Banks — 1.6%
5,260,000		ATF Capital BV, Senior Notes, 9.250% due 2/21/14 (a)	5,509,850
4,490,000		HSBK Europe BV, 7.250% due 5/3/17 (a)	4,282,562
		ICICI Bank Ltd., Subordinated Bonds:
1,174,000		6.375% due 4/30/22 (a)(f)	1,116,371
1,170,000		6.375% due 4/30/22 (f)	1,105,258
		Russian Agricultural Bank, Loan Participation Notes:
1,654,000		7.175% due 5/16/13 (a)	1,701,635
1,055,000		6.299% due 5/15/17 (a)	1,000,984
		TuranAlem Finance BV, Bonds:
2,785,000		8.250% due 1/22/37 (a)	2,471,687
1,059,000		8.250% due 1/22/37 (a)	939,863
		Total Commercial Banks	18,128,210
Commercial Services & Supplies — 2.7%
5,985,000		Allied Security Escrow Corp., Senior Subordinated Notes, 11.375% due 7/15/11	5,955,075
		Allied Waste North America Inc., Senior Notes:
250,000		6.875% due 6/1/17	233,750
		Series B:
5,690,000		7.375% due 4/15/14	5,391,275
1,050,000		7.250% due 3/15/15	1,018,500
675,000		Ashtead Holdings PLC, Secured Notes, 8.625% due 8/1/15 (a)	671,625
7,693,000		DynCorp International LLC/DIV Capital Corporation, Senior Subordinated Notes, Series B, 9.500% due 2/15/13	7,885,325
		Interface Inc.:
2,875,000		Senior Notes, 10.375% due 2/1/10	3,004,375
1,500,000		Senior Subordinated Notes, 9.500% due 2/1/14	1,567,500
4,800,000		Rental Services Corp., Senior Bonds, 9.500% due 12/1/14 (a)	4,704,000
		Total Commercial Services & Supplies	30,431,425
Communications Equipment — 0.5%
6,100,000		Lucent Technologies Inc., Debentures, 6.450% due 3/15/29	5,246,000
Consumer Finance — 3.4%
3,115,000		AmeriCredit Corp., Senior Notes, 8.500% due 7/1/15 (a)	3,005,975
		Ford Motor Credit Co.:
		Notes:
3,075,000		7.875% due 6/15/10	2,942,400
3,320,000		7.000% due 10/1/13	2,991,227
		Senior Notes:

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Consumer Finance — 3.4% (continued)
$	4,248,000	10.610% due 6/15/11 (f)	$	4,407,343
1,950,000		9.875% due 8/10/11	1,976,245
1,210,000		8.110% due 1/13/12 (f)	1,156,420
2,490,000		8.000% due 12/15/16	2,298,484
		General Motors Acceptance Corp.:
14,270,000		Bonds, 8.000% due 11/1/31 (e)	13,435,091
6,890,000		Notes, 6.875% due 8/28/12	6,344,229
		Total Consumer Finance	38,557,414
Containers & Packaging — 2.2%
2,500,000		Berry Plastics Corp., Senior Term Loan, 11.610% due 6/15/14	2,300,000
2,000,000		Berry Plastics Holding Corp., 8.875% due 9/15/14	1,930,000
		Graham Packaging Co. Inc.:
1,000,000		8.500% due 10/15/12	940,000
6,630,000		Senior Subordinated Notes, 9.875% due 10/15/14	6,265,350
4,725,000		Graphic Packaging International Corp., Senior Subordinated Notes, 9.500% due 8/15/13	4,748,625
2,349,000		Owens-Brockway Glass Container Inc., Senior Secured Notes, 8.750% due 11/15/12	2,448,832
1,490,000		Plastipak Holdings Inc., Senior Notes, 8.500% due 12/15/15 (a)	1,512,350
1,975,000		Radnor Holdings Corp., Senior Notes, 11.000% due 3/15/10 (g)	12,344
3,205,000		Smurfit-Stone Container Corp., Senior Notes, 8.000% due 3/15/17	3,012,700
2,355,000		Smurfit-Stone Container Enterprises Inc., Senior Notes, 8.375% due 7/1/12	2,207,813
		Total Containers & Packaging	25,378,014
Diversified Consumer Services — 0.7%
		Education Management LLC/Education Management Finance Corp.:
1,505,000		Senior Notes, 8.750% due 6/1/14	1,505,000
4,410,000		Senior Subordinated Notes, 10.250% due 6/1/16	4,410,000
		Service Corp. International:
650,000		Debentures, 7.875% due 2/1/13	653,645
		Senior Notes:
1,200,000		7.625% due 10/1/18	1,149,000
1,010,000		7.500% due 4/1/27 (a)	903,950
		Total Diversified Consumer Services	8,621,595
Diversified Financial Services — 2.1%
4,060,000		Basell AF SCA, Senior Secured Subordinated Second Priority Notes, 8.375% due 8/15/15 (a)	3,633,700
2,110,000		CCM Merger Inc., Notes, 8.000% due 8/1/13 (a)	2,088,900
135,000		El Paso Performance-Linked Trust Certificates, Notes, 7.750% due 7/15/11 (a)	139,387
4,400,000		Hexion U.S. Finance Corp./Hexion Nova Scotia Finance ULC, 9.860% due 11/15/14 (f)	4,554,000
2,375,000		Milacron Escrow Corp., Senior Secured Notes, 11.500% due 5/15/11	2,232,500
700,000		Smurfit Kappa Funding PLC, Senior Subordinated Notes, 7.750% due 4/1/15	672,000
1,360,000		TNK-BP Finance SA, 7.500% due 7/18/16 (a)	1,368,500
838,000		UCAR Finance Inc., Senior Notes, 10.250% due 2/15/12	879,900
2,180,000		Vangent Inc., Senior Subordinated Notes, 9.625% due 2/15/15 (a)	2,071,000
4,130,000		Vanguard Health Holdings Co. I LLC, Senior Discount Notes, step bond to yield 9.967% due 10/1/15	3,035,550
3,775,000		Vanguard Health Holdings Co. II LLC, Senior Subordinated Notes, 9.000% due 10/1/14	3,529,625
		Total Diversified Financial Services	24,205,062
Diversified Telecommunication Services — 6.5%
		Axtel SAB de CV:

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Diversified Telecommunication Services — 6.5% (continued)
$	370,000	7.625% due 2/1/17 (a)	$	352,425
4,740,000		Senior Notes, 7.625% due 2/1/17 (a)	4,514,850
3,970,000		Cincinnati Bell Inc., Senior Notes, 7.000% due 2/15/15	3,751,650
1,260,000		Cincinnati Bell Telephone Co., Senior Debentures, 6.300% due 12/1/28	1,089,900
		Citizens Communications Co.:
315,000		7.050% due 10/1/46	232,313
385,000		Senior Bonds, 7.125% due 3/15/19	349,869
3,640,000		Senior Notes, 7.875% due 1/15/27	3,221,400
3,576,000		Hawaiian Telcom Communications Inc., Senior Subordinated Notes, Series B, 12.500% due 5/1/15	3,772,680
		Intelsat Bermuda Ltd.:
4,315,000		9.250% due 6/15/16	4,422,875
6,440,000		Senior Notes, 11.250% due 6/15/16	6,762,000
1,355,000		Intelsat Corp., Senior Notes, 9.000% due 8/15/14	1,370,244
		Level 3 Financing Inc.:
4,515,000		9.250% due 11/1/14	4,334,400
3,000,000		Senior Notes, 9.150% due 2/15/15 (a)(f)	2,850,000
4,525,000		Nordic Telephone Co. Holdings, Senior Secured Bonds, 8.875% due 5/1/16 (a)	4,502,375
		NTL Cable PLC, Senior Notes:
80,000		8.750% due 4/15/14	80,400
6,900,000		9.125% due 8/15/16	7,003,500
2,320,000		PAETEC Holding Corp., Secured, 9.500% due 7/15/15 (a)	2,227,200
900,000		Qwest Communications International Inc., Senior Notes, Series B, 7.500% due 2/15/14	868,500
		Qwest Corp.:
3,878,000		Debentures, 6.875% due 9/15/33	3,378,707
7,325,000		Notes, 8.875% due 3/15/12	7,737,031
4,770,000		Telcordia Technologies Inc., Senior Subordinated Notes, 10.000% due 3/15/13 (a)	3,601,350
2,065,000		Univision Communications Inc., Senior Notes, 9.750% due 3/15/15 (a)(b)	1,889,475
610,000		Wind Acquisition Finance SA, Senior Bonds, 10.750% due 12/1/15 (a)	631,350
5,380,000		Windstream Corp., Senior Notes, 8.625% due 8/1/16	5,474,150
		Total Diversified Telecommunication Services	74,418,644
Electric Utilities — 0.8%
202,000		Enersis SA, Notes, 7.375% due 1/15/14	209,367
1,665,000		IPALCO Enterprises Inc., Secured Notes, 8.625% due 11/14/11	1,723,275
1,106,110		Midwest Generation LLC, Pass-Through Certificates, Series B, 8.560% due 1/2/16	1,142,405
2,570,000		Orion Power Holdings Inc., Senior Notes, 12.000% due 5/1/10	2,801,300
4,055,000		VeraSun Energy Corp., Senior Notes, 9.375% due 6/1/17 (a)	3,710,325
		Total Electric Utilities	9,586,672
Electronic Equipment & Instruments — 0.4%
		NXP BV/NXP Funding LLC:
2,795,000		Senior Notes, 9.500% due 10/15/15	2,431,650
2,420,000		Senior Secured Notes, 7.875% due 10/15/14	2,247,575
		Total Electronic Equipment & Instruments	4,679,225
Energy Equipment & Services — 0.8%
3,270,000		Complete Production Services Inc., 8.000% due 12/15/16	3,155,550
1,275,000		GulfMark Offshore Inc., Senior Subordinated Notes, 7.750% due 7/15/14	1,255,875
3,175,000		Hanover Compressor Co., Senior Notes, 9.000% due 6/1/14	3,516,313
1,210,000		Pride International Inc., Senior Notes, 7.375% due 7/15/14	1,206,975

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Energy Equipment & Services — 0.8% (continued)
$	400,000	Southern Natural Gas Co., Senior Notes, 8.000% due 3/1/32	$	447,256
		Total Energy Equipment & Services	9,581,969
Food & Staples Retailing — 0.2%
2,591,000		Delhaize America Inc., Debentures, 9.000% due 4/15/31	2,875,038
Food Products — 0.4%
		Dole Food Co. Inc.:
1,600,000		Debentures, 8.750% due 7/15/13	1,432,000
		Senior Notes:
2,065,000		7.250% due 6/15/10	1,904,963
1,050,000		8.875% due 3/15/11	981,750
		Total Food Products	4,318,713
Gas Utilities — 0.6%
7,425,000		Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes, 6.875% due 12/15/13	6,868,125
Health Care Equipment & Supplies — 0.2%
1,960,000		Advanced Medical Optics Inc., 7.500% due 5/1/17	1,793,400
Health Care Providers & Services — 4.5%
8,020,000		Community Health Systems Inc., Senior Notes, 8.875% due 7/15/15 (a)	7,829,525
		DaVita Inc.:
240,000		Senior Notes, 6.625% due 3/15/13	230,400
4,885,000		Senior Subordinated Notes, 7.250% due 3/15/15	4,652,963
		HCA Inc.:
950,000		Debentures, 7.500% due 11/15/95	727,863
1,500,000		Notes, 6.375% due 1/15/15	1,166,250
6,115,000		Senior Notes, 6.500% due 2/15/16	4,739,125
		Senior Secured Notes:
3,580,000		9.250% due 11/15/16 (a)	3,562,100
6,410,000		9.625% due 11/15/16 (a)(b)	6,377,950
4,800,000		IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes, 8.750% due 6/15/14	4,632,000
		Tenet Healthcare Corp., Senior Notes:
2,370,000		6.375% due 12/1/11	2,026,350
6,000,000		7.375% due 2/1/13	5,040,000
3,880,000		9.875% due 7/1/14	3,472,600
1,470,000		6.875% due 11/15/31	1,073,100
		Universal Hospital Services Inc., Secured Notes:
870,000		8.500% due 6/1/15 (a)(b)	789,525
910,000		8.759% due 6/1/15 (a)(f)	853,125
4,620,000		US Oncology Holdings Inc., Senior Notes, 9.797% due 3/15/12 (a)(b)	4,296,600
		Total Health Care Providers & Services	51,469,476
Hotels, Restaurants & Leisure — 5.5%
360,000		AMC Entertainment Inc., Senior Subordinated Notes, 8.000% due 3/1/14	330,300
		Boyd Gaming Corp., Senior Subordinated Notes:
600,000		7.750% due 12/15/12	603,000
1,000,000		6.750% due 4/15/14	945,000
4,560,000		Buffets Inc., Senior Notes, 12.500% due 11/1/14	3,716,400
		Caesars Entertainment Inc., Senior Subordinated Notes:
4,500,000		8.875% due 9/15/08	4,601,250
3,000,000		8.125% due 5/15/11	2,835,000
2,725,000		Carrols Corp., Senior Subordinated Notes, 9.000% due 1/15/13	2,588,750
1,150,000		Choctaw Resort Development Enterprise, Senior Notes, 7.250% due 11/15/19 (a)	1,115,500

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Hotels, Restaurants & Leisure — 5.5% (continued)
$	4,725,000	Denny’s Holdings Inc., Senior Notes, 10.000% due 10/1/12	$	4,819,500
1,635,000		El Pollo Loco Inc., Senior Notes, 11.750% due 11/15/13	1,659,525
1,915,000		Fontainebleau Las Vegas Holdings LLC/Fontainebleau Las Vegas Capital Corp., 10.250% due 6/15/15 (a)	1,661,262
4,150,000		Herbst Gaming Inc., Senior Subordinated Notes, 7.000% due 11/15/14	3,569,000
4,070,000		Inn of the Mountain Gods Resort & Casino, Senior Notes, 12.000% due 11/15/10	4,334,550
910,000		Isle of Capri Casinos Inc., Senior Subordinated Notes, 7.000% due 3/1/14	824,687
3,850,000		Las Vegas Sands Corp., Senior Notes, 6.375% due 2/15/15	3,561,250
		MGM MIRAGE Inc.:
955,000		Notes, 6.750% due 9/1/12	897,700
		Senior Notes:
355,000		8.500% due 9/15/10	360,325
620,000		7.500% due 6/1/16	579,700
4,470,000		7.625% due 1/15/17	4,179,450
455,000		Senior Subordinated Notes, 8.375% due 2/1/11	462,963
380,000		Mohegan Tribal Gaming Authority, Senior Subordinated Notes, 6.875% due 2/15/15	355,775
1,805,000		Outback Steakhouse Inc., Senior Notes, 10.000% due 6/15/15 (a)	1,579,375
4,700,000		Pinnacle Entertainment Inc., Senior Subordinated Notes, 8.250% due 3/15/12	4,770,500
3,930,000		Pokagon Gaming Authority, Senior Notes, 10.375% due 6/15/14 (a)	4,224,750
2,255,000		Sbarro Inc., Senior Notes, 10.375% due 2/1/15	1,984,400
		Snoqualmie Entertainment Authority, Senior Secured Notes:
885,000		9.150% due 2/1/14 (a)(f)	876,150
840,000		9.125% due 2/1/15 (a)	835,800
		Station Casinos Inc.:
		Senior Notes:
40,000		6.000% due 4/1/12	36,800
3,660,000		7.750% due 8/15/16	3,449,550
		Senior Subordinated Notes:
80,000		6.875% due 3/1/16	67,800
1,635,000		6.625% due 3/15/18	1,316,175
		Total Hotels, Restaurants & Leisure	63,142,187
Household Durables — 1.4%
310,000		American Greetings Corp., Senior Notes, 7.375% due 6/1/16	294,500
4,000,000		Holt Group Inc., Senior Notes, 9.750% due 1/15/06 (c)(d)(g)	0
3,355,000		Jarden Corp., Senior Subordinated Notes, 7.500% due 5/1/17	3,036,275
		K Hovnanian Enterprises Inc., Senior Notes:
2,605,000		7.500% due 5/15/16	2,097,025
2,700,000		8.625% due 1/15/17	2,241,000
2,590,000		Norcraft Cos. LP/Norcraft Finance Corp., Senior Subordinated Notes, 9.000% due 11/1/11	2,602,950
5,765,000		Norcraft Holdings LP/Norcraft Capital Corp., Senior Discount Notes, step bond to yield 9.952% due 9/1/12	4,986,725
510,000		Sealy Mattress Co., Senior Subordinated Notes, 8.250% due 6/15/14	504,900
		Total Household Durables	15,763,375
Household Products — 0.3%
70,000		American Achievement Corp., Senior Subordinated Notes, 8.250% due 4/1/12	67,550
1,890,000		Visant Holding Corp., Senior Notes, 8.750% due 12/1/13	1,880,550
1,425,000		Yankee Acquisition Corp., Series B, 9.750% due 2/15/17	1,275,375
		Total Household Products	3,223,475
Independent Power Producers & Energy Traders — 3.7%
2,480,000		AES China Generating Co., Ltd., Class A, 8.250% due 6/26/10	2,471,866
		AES Corp.:

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Independent Power Producers & Energy Traders — 3.7% (continued)
		Senior Notes:
$	1,155,000	9.500% due 6/1/09	$	1,183,875
1,900,000		9.375% due 9/15/10	1,957,000
730,000		Senior Secured Notes, 9.000% due 5/15/15 (a)	771,975
		Dynegy Holdings Inc.:
3,605,000		Senior Debentures, 7.625% due 10/15/26	2,974,125
3,770,000		Senior Notes, 7.750% due 6/1/19 (a)	3,279,900
		Edison Mission Energy, Senior Notes:
445,000		7.500% due 6/15/13	431,650
2,600,000		7.750% due 6/15/16	2,502,500
2,500,000		7.200% due 5/15/19 (a)	2,243,750
2,670,000		7.625% due 5/15/27 (a)	2,342,925
		Mirant Mid Atlantic LLC:
1,923,235		Pass-Through Certificates, Series B, 9.125% due 6/30/17	2,114,272
584,577		Series C, 10.060% due 12/30/28	701,857
4,235,000		Mirant North America LLC, Senior Notes, 7.375% due 12/31/13	4,235,000
		NRG Energy Inc., Senior Notes:
890,000		7.250% due 2/1/14	861,075
11,570,000		7.375% due 2/1/16 (e)	11,193,975
1,800,000		7.375% due 1/15/17	1,741,500
890,000		TXU Corp., Senior Notes, Series Q, 6.500% due 11/15/24	701,319
		Total Independent Power Producers & Energy Traders	41,708,564
Industrial Conglomerates — 0.1%
680,000		Koppers Inc., Senior Notes, 9.875% due 10/15/13	724,200
2,750,000		Moll Industries Inc., Senior Subordinated Notes, 10.500% due 7/1/08 (c)(d)(g)	0
940,000		Sequa Corp., Senior Notes, 9.000% due 8/1/09	982,300
		Total Industrial Conglomerates	1,706,500
Internet & Catalog Retail — 0.2%
2,218,000		FTD Inc., Senior Subordinated Notes, 7.750% due 2/15/14	2,079,375
IT Services — 0.8%
		SunGard Data Systems Inc.:
2,900,000		Senior Notes, 9.125% due 8/15/13	2,929,000
5,980,000		Senior Subordinated Notes, 10.250% due 8/15/15	6,009,900
		Total IT Services	8,938,900
Leisure Equipment & Products — 0.2%
3,110,000		WMG Acquisition Corp., Senior Subordinated Notes, 7.375% due 4/15/14	2,799,000
Machinery — 0.1%
1,260,000		American Railcar Industries Inc., Senior Notes, 7.500% due 3/1/14	1,234,800
Media — 9.1%
		Affinion Group Inc.:
4,465,000		Senior Notes, 10.125% due 10/15/13	4,509,650
4,030,000		Senior Subordinated Notes, 11.500% due 10/15/15	4,070,300
5,565,000		AMC Entertainment Inc., Senior Subordinated Notes, 11.000% due 2/1/16	5,773,687
		CCH I Holdings LLC/CCH I Holdings Capital Corp.:
1,185,000		Senior Accreting Notes, 12.125% due 1/15/15	1,149,450
8,430,000		Senior Notes, 11.750% due 5/15/14 (e)	8,092,800
6,551,000		CCH I LLC/CCH Capital Corp., Senior Secured Notes, 11.000% due 10/1/15	6,583,755
		CCH II LLC/CCH II Capital Corp., Senior Notes:
4,390,000		10.250% due 9/15/10	4,488,775
3,032,000		10.250% due 10/1/13	3,115,380
1,500,000		Charter Communications Holdings LLC, Senior Discount Notes, 12.125% due 1/15/12	1,526,250

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Media — 9.1% (continued)
$	1,325,000	Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp., Senior Discount Notes, 11.750% due 5/15/11	$	1,338,250
1,375,000		Chukchansi Economic Development Authority, Senior Notes, 8.000% due 11/15/13 (a)	1,381,875
3,270,000		CMP Susquehanna Corp., 9.875% due 5/15/14	3,057,450
		CSC Holdings Inc.:
4,210,000		Senior Debentures, Series B, 8.125% due 8/15/09	4,210,000
		Senior Notes, Series B:
280,000		8.125% due 7/15/09	280,000
3,400,000		7.625% due 4/1/11	3,272,500
813,000		Dex Media East LLC/Dex Media East Finance Co., Senior Notes, Series B, 12.125% due 11/15/12	868,894
3,350,000		Dex Media Inc., Discount Notes, step bond to yield 8.367% due 11/15/13	3,031,750
2,344,000		Dex Media West LLC/Dex Media Finance Co., Senior Subordinated Notes, Series B, 9.875% due 8/15/13	2,472,920
		EchoStar DBS Corp., Senior Notes:
3,410,000		7.000% due 10/1/13	3,290,650
8,010,000		7.125% due 2/1/16	7,609,500
2,419,000		Globo Communicacoes Participacoes SA, Bonds, 7.250% due 4/26/22 (a)	2,219,433
5,025,000		Idearc Inc., Senior Notes, 8.000% due 11/15/16	4,786,312
930,000		ION Media Networks Inc., Senior Secured Notes, 11.610% due 1/15/13 (a)(f)	941,625
2,365,000		Lamar Media Corp., Senior Subordinated Notes, 6.625% due 8/15/15	2,163,975
2,615,000		Primedia Inc., Senior Notes, 8.875% due 5/15/11	2,696,719
1,255,000		Quebecor Media Inc., Senior Notes, 7.750% due 3/15/16	1,185,975
		R.H. Donnelley Corp.:
		Senior Discount Notes:
1,000,000		Series A-1, 6.875% due 1/15/13	905,000
2,200,000		Series A-2, 6.875% due 1/15/13	1,991,000
5,200,000		Senior Notes, Series A-3, 8.875% due 1/15/16	5,083,000
900,000		R.H. Donnelley Finance Corp. I, Senior Subordinated Notes, 10.875% due 12/15/12 (a)	954,000
280,000		Rogers Cable Inc., Senior Secured Second Priority Notes, 6.750% due 3/15/15	287,521
506,000		Sinclair Broadcast Group Inc., Senior Subordinated Notes, 8.000% due 3/15/12	508,530
		TL Acquisitions Inc.:
4,460,000		Senior Notes, 10.500% due 1/15/15 (a)	4,125,500
3,380,000		Senior Subordinated Notes, step bond to yield 13.358% due 7/15/15 (a)	2,569,848
		XM Satellite Radio Inc., Senior Notes:
1,740,000		9.856% due 5/1/13 (f)	1,653,000
1,300,000		9.750% due 5/1/14	1,267,500
		Total Media	103,462,774
Metals & Mining — 3.7%
385,000		Chaparral Steel Co., Senior Notes, 10.000% due 7/15/13	426,388
14,660,000		Freeport-McMoRan Copper & Gold Inc., Senior Notes, 8.375% due 4/1/17 (e)	15,429,650
		Metals USA Holdings Corp., Senior Notes:
1,050,000		11.360% due 1/15/12 (a)(b)	1,050,000
2,800,000		11.360% due 7/1/12 (a)(b)	2,590,000
5,685,000		Metals USA Inc., Senior Secured Notes, 11.125% due 12/1/15	6,082,950
2,870,000		Noranda Aluminum Holding Corp., Senior Notes, 11.146% due 11/15/14 (a)(b)	2,712,150
3,750,000		Novelis Inc., Senior Notes, 7.250% due 2/15/15	3,778,125
2,930,000		Tube City IMS Corp., 9.750% due 2/1/15	2,864,075
		Vale Overseas Ltd., Notes:
1,284,000		8.250% due 1/17/34	1,456,082

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†			Security	Value
Metals & Mining — 3.7% (continued)
$	6,178,000		6.875% due 11/21/36	$	6,040,539
			Total Metals & Mining	42,429,959
Multiline Retail — 1.3%
			Dollar General Corp.:
4,160,000			Senior Notes, 10.625% due 7/15/15 (a)	3,702,400
4,010,000			Senior Subordinated Notes, 11.875% due 7/15/17 (a)(b)	3,428,550
			Neiman Marcus Group Inc.:
2,680,000			Senior Notes, 9.000% due 10/15/15 (b)	2,807,300
4,320,000			Senior Subordinated Notes, 10.375% due 10/15/15	4,568,400
			Total Multiline Retail	14,506,650
Oil, Gas & Consumable Fuels — 10.4%
5,145,000			Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12	5,170,725
			Chesapeake Energy Corp., Senior Notes:
4,430,000			6.625% due 1/15/16	4,197,425
2,755,000			6.500% due 8/15/17	2,555,263
1,005,000			Compagnie Generale de Geophysique SA, Senior Notes, 7.500% due 5/15/15	984,900
2,825,588			Corral Finans AB, 10.360% due 4/15/10 (a)(b)	2,740,820
			El Paso Corp.:
			Medium-Term Notes:
5,025,000			7.800% due 8/1/31	4,878,305
7,525,000			7.750% due 1/15/32	7,263,574
5,200,000			Notes, 7.875% due 6/15/12	5,408,541
			Enterprise Products Operating LP:
740,000			7.034% due 1/15/68 (f)	677,790
2,250,000			Junior Subordinated Notes, 8.375% due 8/1/66 (f)	2,299,178
5,060,000			EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11	5,047,350
			Gazprom:
			Bonds:
104,590,000		RUB	Series A7, 6.790% due 10/29/09	4,132,243
34,860,000		RUB	Series A8, 7.000% due 10/27/11	1,397,075
			Loan Participation Notes:
2,503,000			6.212% due 11/22/16 (a)	2,381,104
1,770,000			Senior Notes, 6.510% due 3/7/22 (a)	1,697,076
50,960,000		RUB	Gazprom OAO, Series A6, 6.950% due 8/6/09	2,023,693
2,325,000			Inergy LP/Inergy Finance Corp., Senior Notes, 8.250% due 3/1/16	2,336,625
3,705,000			International Coal Group Inc., Senior Notes, 10.250% due 7/15/14	3,241,875
			Mariner Energy Inc., Senior Notes:
1,465,000			7.500% due 4/15/13	1,395,413
1,110,000			8.000% due 5/15/17	1,048,950
995,000			Northwest Pipeline Corp., Senior Notes, 7.000% due 6/15/16	1,009,925
			OPTI Canada Inc., Senior Secured Notes:
190,000			7.875% due 12/15/14 (a)	187,150
1,955,000			8.250% due 12/15/14 (a)	1,964,775
			Pemex Project Funding Master Trust:
1,846,000			6.125% due 8/15/08	1,861,691
250,000			7.375% due 12/15/14	266,506
1,298,000			Senior Notes, 5.960% due 12/3/12 (a)(f)	1,299,623
1,925,000			Petrohawk Energy Corp., Senior Notes, 9.125% due 7/15/13	1,992,375
			Petroplus Finance Ltd.:
1,080,000			6.750% due 5/1/14 (a)	990,900
2,250,000			7.000% due 5/1/17 (a)	2,064,375
			Petrozuata Finance Inc.:
4,276,000			8.220% due 4/1/17 (a)	4,211,860
268,000			8.220% due 4/1/17 (a)	268,000

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Oil, Gas & Consumable Fuels — 10.4% (continued)
		Pogo Producing Co., Senior Subordinated Notes:
$	1,130,000	7.875% due 5/1/13	$	1,149,775
2,000,000		Series B, 8.250% due 4/15/11	2,032,500
5,665,000		SemGroup LP, Senior Notes, 8.750% due 11/15/15 (a)	5,608,350
160,000		SESI LLC, Senior Notes, 6.875% due 6/1/14	149,600
3,000,000		Stallion Oilfield Services, 9.820% due 7/31/12	2,955,000
8,435,000		Stone Energy Corp., Senior Subordinated Notes, 8.250% due 12/15/11 (e)	8,350,650
230,000		TNK-BP Finance SA, 6.625% due 3/20/17 (a)	214,475
2,275,000		W&T Offshore Inc., Senior Notes, 8.250% due 6/15/14 (a)	2,149,875
		Whiting Petroleum Corp., Senior Subordinated Notes:
2,550,000		7.250% due 5/1/12	2,422,500
1,975,000		7.000% due 2/1/14	1,856,500
		Williams Cos. Inc.:
90,000		Debentures, Series A, 7.500% due 1/15/31	89,100
		Notes:
3,650,000		7.875% due 9/1/21	3,814,250
6,225,000		8.750% due 3/15/32	6,909,750
3,700,000		Senior Notes, 7.625% due 7/15/19	3,774,000
		Total Oil, Gas & Consumable Fuels	118,471,430
Paper & Forest Products — 2.2%
		Abitibi-Consolidated Co. of Canada, Senior Notes:
2,845,000		6.000% due 6/20/13	2,261,775
2,550,000		8.375% due 4/1/15	2,091,000
		Abitibi-Consolidated Inc.:
		Debentures:
1,750,000		7.400% due 4/1/18	1,338,750
150,000		8.850% due 8/1/30	120,000
		Notes:
835,000		8.550% due 8/1/10	776,550
700,000		7.750% due 6/15/11	619,500
		Appleton Papers Inc.:
3,895,000		Senior Notes, 8.125% due 6/15/11	3,992,375
4,685,000		Senior Subordinated Notes, Series B, 9.750% due 6/15/14	4,825,550
		NewPage Corp.:
		Senior Secured Notes:
960,000		10.000% due 5/1/12	984,000
4,290,000		11.606% due 5/1/12 (f)	4,611,750
1,170,000		Senior Subordinated Notes, 12.000% due 5/1/13	1,224,112
1,000,000		Smurfit Capital Funding PLC, Debentures, 7.500% due 11/20/25	947,500
		Verso Paper Holdings LLC:
370,000		Senior Secured Notes, 9.125% due 8/1/14 (a)	372,775
965,000		Senior Subordinated Notes, 11.375% due 8/1/16 (a)	989,125
		Total Paper & Forest Products	25,154,762
Pharmaceuticals — 0.7%
9,395,000		Leiner Health Products Inc., Senior Subordinated Notes, 11.000% due 6/1/12 (e)	7,891,800
Real Estate Investment Trusts (REITs) — 0.8%
130,000		Forest City Enterprises Inc., Senior Notes, 7.625% due 6/1/15	125,450
		Host Marriott LP, Senior Notes:
2,500,000		7.125% due 11/1/13	2,443,750
1,860,000		Series O, 6.375% due 3/15/15	1,748,400
920,000		Kimball Hill Inc., Senior Subordinated Notes, 10.500% due 12/15/12	749,800
		Ventas Realty LP/Ventas Capital Corp., Senior Notes:
1,245,000		6.500% due 6/1/16	1,156,294

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Real Estate Investment Trusts (REITs) — 0.8% (continued)
$	3,105,000	6.750% due 4/1/17	$	2,918,700
		Total Real Estate Investment Trusts (REITs)	9,142,394
Real Estate Management & Development — 0.8%
2,180,000		Ashton Woods USA LLC/Ashton Woods Finance Co., Senior Subordinated Notes, 9.500% due 10/1/15	1,820,300
8,945,000		Realogy Corp., Senior Subordinated Notes, 12.375% due 4/15/15 (a)	7,513,800
		Total Real Estate Management & Development	9,334,100
Road & Rail — 1.7%
4,850,000		Grupo Transportacion Ferroviaria Mexicana SA de CV, Senior Notes, 9.375% due 5/1/12	5,141,000
		Hertz Corp.:
3,930,000		Senior Notes, 8.875% due 1/1/14	3,949,650
7,760,000		Senior Subordinated Notes, 10.500% due 1/1/16 (e)	8,070,400
		Kansas City Southern de Mexico, Senior Notes:
910,000		7.625% due 12/1/13 (a)	912,275
125,000		7.375% due 6/1/14 (a)	121,562
840,000		Kansas City Southern Railway, Senior Notes, 7.500% due 6/15/09	831,600
		Total Road & Rail	19,026,487
Semiconductors & Semiconductor Equipment — 0.3%
3,295,000		Freescale Semiconductor Inc., Senior Notes, 8.875% due 12/15/14 (a)	3,023,163
Software — 0.3%
3,540,000		Activant Solutions Inc., Senior Subordinated Notes, 9.500% due 5/1/16	3,194,850
Specialty Retail — 0.7%
		AutoNation Inc., Senior Notes:
745,000		7.360% due 4/15/13 (f)	696,575
830,000		7.000% due 4/15/14	780,200
4,810,000		Blockbuster Inc., Senior Subordinated Notes, 9.000% due 9/1/12	4,028,375
1,995,000		Eye Care Centers of America, Senior Subordinated Notes, 10.750% due 2/15/15	2,194,500
		Total Specialty Retail	7,699,650
Textiles, Apparel & Luxury Goods — 0.7%
		Levi Strauss & Co., Senior Notes:
5,470,000		9.750% due 1/15/15	5,552,050
400,000		8.875% due 4/1/16	388,000
2,950,000		Simmons Co., Senior Discount Notes, step bond to yield 9.995% due 12/15/14	2,256,750
		Total Textiles, Apparel & Luxury Goods	8,196,800
Tobacco — 0.3%
		Alliance One International Inc., Senior Notes:
875,000		8.500% due 5/15/12 (a)	866,250
1,970,000		11.000% due 5/15/12	2,078,350
		Total Tobacco	2,944,600
Trading Companies & Distributors — 1.1%
2,955,000		Ashtead Capital Inc., Notes, 9.000% due 8/15/16 (a)	2,984,550
3,235,000		H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16	3,315,875
4,865,000		Penhall International Corp., Senior Secured Notes, 12.000% due 8/1/14 (a)	5,181,225
655,000		TransDigm Inc., Senior Subordinated Notes, 7.750% due 7/15/14 (a)	645,175
		Total Trading Companies & Distributors	12,126,825
Transportation Infrastructure — 0.5%
		Saint Acquisition Corp., Secured Notes:

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security		Value
Transportation Infrastructure — 0.5% (continued)
$	600,000		13.107% due 5/15/15 (a)(f)	$	429,000
7,040,000			12.500% due 5/15/17 (a)	5,033,600
			Total Transportation Infrastructure	5,462,600
Wireless Telecommunication Services — 3.0%
1,825,000			American Tower Corp., Senior Notes, 7.500% due 5/1/12	1,815,875
			MetroPCS Wireless Inc., Senior Notes:
3,860,000			9.250% due 11/1/14 (a)	3,802,100
1,000,000			9.250% due 11/1/14 (a)	985,000
4,180,000			Nextel Communications Inc., Senior Notes, Series D, 7.375% due 8/1/15	4,058,032
440,000			Rogers Wireless Communications Inc., Senior Secured Notes, 7.250% due 12/15/12	464,937
			Rural Cellular Corp.:
1,575,000			Senior Notes, 9.875% due 2/1/10	1,641,937
2,105,000			Senior Secured Notes, 8.250% due 3/15/12	2,168,150
2,590,000			Senior Subordinated Notes, 8.360% due 6/1/13 (a)(f)	2,615,900
13,410,000			True Move Co., Ltd., 10.750% due 12/16/13 (a)(e)	14,214,600
2,220,000			UBS Luxembourg SA for OJSC Vimpel Communications, 8.250% due 5/23/16	2,278,763
			Total Wireless Telecommunication Services	34,045,294
			TOTAL CORPORATE BONDS & NOTES (Cost — $1,036,209,618)	995,355,205
ASSET-BACKED SECURITY — 0.0%
Diversified Financial Services — 0.0%
1,975,400			Airplanes Pass-Through Trust, Subordinated Notes, Series D, 10.875% due 3/15/19 (c)(d)(g) (Cost - $2,052,466)	0
CONVERTIBLE BOND & NOTE — 0.1%
Automobiles — 0.1%
1,110,000			Ford Motor Co., Senior Notes, 4.250% due 12/15/36 (Cost - $1,110,000)	1,290,375
SOVEREIGN BONDS — 6.3%
Argentina — 0.6%
			Republic of Argentina:
1,400,000		EUR	9.250% due 10/21/02 (g)	647,868
300,000		EUR	9.000% due 6/20/03 (g)	138,315
250,000		EUR	10.250% due 1/26/07 (g)	124,689
275,000		EUR	8.000% due 2/26/08 (g)	133,387
5,530,930		ARS	Bonds, 2.000% due 1/3/10 (f)	3,722,145
665,000			Bonds, Series VII, 7.000% due 9/12/13	593,568
97,000		EUR	GDP Linked Securities, 0.662% due 12/15/35 (f)	16,226
			Medium-Term Notes:
1,175,000		EUR	7.000% due 3/18/04 (c)(g)	563,885
600,000		EUR	8.125% due 10/4/04 (g)	277,658
525,000		EUR	9.000% due 5/24/05 (g)	251,229
			Total Argentina	6,468,970
Brazil — 1.5%
			Brazil Nota do Tesouro Nacional:
1,000		BRL	10.000% due 1/1/10 (f)	527
18,729,000		BRL	9.762% due 7/1/10 (e)(f)	9,772,117
2,175,000		BRL	Series B, 6.000% due 5/15/45 (f)	1,882,949
			Federative Republic of Brazil:
2,430,000			11.000% due 8/17/40	3,141,990
			Collective Action Securities:

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security		Value
Brazil — 1.5% (continued)
$	1,203,000		8.750% due 2/4/25	$	1,457,735
197,000			Notes, 8.000% due 1/15/15	213,647
			Total Brazil	16,468,965
Colombia — 0.4%
			Republic of Colombia:
100,000			7.375% due 1/27/17	106,450
4,615,000			7.375% due 9/18/37	4,921,897
			Total Colombia	5,028,347
Ecuador — 0.2%
2,100,000			Republic of Ecuador, 10.000% due 8/15/30 (a)	1,777,125
Indonesia — 0.3%
			Republic of Indonesia:
8,077,000,000		IDR	Series FR40, 11.000% due 9/15/25	955,233
6,948,000,000		IDR	Series FR42, 10.250% due 7/15/27	774,321
11,011,000,000		IDR	Series FR43, 10.250% due 7/15/22	1,228,749
8,327,000,000		IDR	Series FR45, 9.750% due 5/15/37	885,778
			Total Indonesia	3,844,081
Mexico — 1.1%
			United Mexican States:
50,000			11.375% due 9/15/16	69,187
11,592,000			Medium-Term Notes, Series A, 6.750% due 9/27/34 (e)	12,215,070
			Total Mexico	12,284,257
Panama — 0.3%
			Republic of Panama:
1,285,000			9.625% due 2/8/11	1,435,987
350,000			7.250% due 3/15/15	368,375
1,320,000			6.700% due 1/26/36	1,316,700
			Total Panama	3,121,062
Peru — 0.0%
			Republic of Peru:
259,000			Bonds, 6.550% due 3/14/37	256,734
198,000			Global Bonds, 7.350% due 7/21/25	217,305
			Total Peru	474,039
Russia — 0.0%
244,000			Russian Federation, 12.750% due 6/24/28 (a)	425,780
Turkey — 1.0%
			Republic of Turkey:
2,023,000		TRY	14.000% due 1/19/11	1,479,252
490,000			7.000% due 6/5/20	485,100
1,175,000			11.875% due 1/15/30	1,786,734
594,000			Bonds, 7.000% due 9/26/16	598,455
7,954,000			Notes, 6.875% due 3/17/36	7,427,048
			Total Turkey	11,776,589
Uruguay — 0.1%
1,026,307			Oriental Republic of Uruguay, Bonds, 7.625% due 3/21/36	1,098,148
Venezuela — 0.8%
			Bolivarian Republic of Venezuela:
273,000			8.500% due 10/8/14	277,778

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Face Amount†		Security	Value
Venezuela — 0.8% (continued)
$	8,258,000	5.750% due 2/26/16	$	7,019,300
241,000		7.650% due 4/21/25	220,515
		Collective Action Securities:
1,164,000		9.375% due 1/13/34	1,244,025
183,000		Notes, 10.750% due 9/19/13	205,646
		Total Venezuela	8,967,264
		TOTAL SOVEREIGN BONDS (Cost — $71,318,470)	71,734,627
LOAN PARTICIPATIONS — 1.7%
Diversified Telecommunication Services — 0.4%
5,000,000		Univision Communications Inc., Term Loan B, 7.605% due 9/15/14 (f)(h)	4,632,188
Oil, Gas & Consumable Fuels — 0.9%
279,613		Ashmore Energy International, Synthetic Revolving Department, 8.260% due 3/30/14 (Credit Suisse) (f)(h)	274,021
2,130,387		Ashmore Energy Term Loan, 8.360% due 3/30/14 (Credit Suisse) (f)(h)	2,087,779
7,500,000		SandRidge Energy, Term Loan, 8.625% due 4/1/15 (Banc of America Securities) (f)(h)	7,350,000
		Total Oil, Gas & Consumable Fuels	9,711,800
Paper & Forest Products — 0.2%
2,500,000		Verso Paper Holdings Term Loan, 11.605% due 2/1/12 (Credit Suisse) (f)(h)	2,493,750
Trading Companies & Distributors — 0.2%
2,000,000		Penhall International Corp., Term Loan, 12.824% due 4/1/12 (Deutsche Bank Securities) (f)(h)	2,045,000
		TOTAL LOAN PARTICIPATIONS (Cost — $19,007,519)	18,882,738

Shares
COMMON STOCKS — 0.0%
CONSUMER DISCRETIONARY — 0.0%
Household Durables — 0.0%
10,685,938	Home Interiors & Gifts Inc. (c)(d)*	106,859
52,472	Mattress Discounters Corp. (c)(d)*	0
	TOTAL CONSUMER DISCRETIONARY	106,859
CONSUMER STAPLES — 0.0%
Food Products — 0.0%
3,784	Imperial Sugar Co.	101,828
	TOTAL COMMON STOCKS (Cost — $7,846,354)	208,687
CONVERTIBLE PREFERRED STOCKS — 0.1%
ENERGY — 0.1%
Oil, Gas & Consumable Fuels — 0.1%
5,355	Chesapeake Energy Corp. Convertible, 6.250% (Cost - $1,345,637)	1,494,045
ESCROWED SHARES — 0.0%
2,025,000	Pillowtex Corp. (c)(d)* (Cost - $0)	0
PREFERRED STOCKS — 0.3%
CONSUMER DISCRETIONARY — 0.2%
Automobiles — 0.1%
65,000	Ford Motor Co., 7.400%	1,140,100
1,800	Ford Motor Co., 8.000%	32,616
1,800	Ford Motor Co., Series F, 7.550%	31,050
	Total Automobiles	1,203,766

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

July 31, 2007

Shares	Security	Value
Media — 0.1%
150	ION Media Networks Inc., 13.250% (b)	$	1,072,500
	TOTAL CONSUMER DISCRETIONARY	2,276,266
FINANCIALS — 0.1%
Diversified Financial Services — 0.1%
12,100	Preferred Plus, Series FRD-1, 7.400%	211,871
8,200	Preferred Plus, Series FMC1 Trust, Senior Debentures, Series LMG-3, 8.250%	161,130
44,100	Saturns, Series F 2003-5, 8.125%	800,415
17,552	TCR Holdings Corp., Class B Shares, (c)(d)*	17
9,654	TCR Holdings Corp., Class C Shares, (c)(d)*	10
25,451	TCR Holdings Corp., Class D Shares, (c)(d)*	25
52,657	TCR Holdings Corp., Class E Shares, (c)(d)*	53
	TOTAL FINANCIALS	1,173,521
	TOTAL PREFERRED STOCKS (Cost — $3,400,005)	3,449,787

Warrants
WARRANTS — 0.1%
18,500	Bolivarian Republic of Venezuela, Oil-linked payment obligations, Expires 4/15/20*	693,750
3,500	Brown Jordan International Inc., Expires 8/15/07(a)(c)*	31
31,517,970	ContiFinancial Corp., Liquidating Trust, Units of Interest (Represents interest in a trust in the liquidation of ContiFinancial Corp. and its affiliates)(c)(d)*	32
2,750	Leap Wireless International Inc., Expires 4/15/10(c)(d)*	0
3,500	Mattress Discounters Co., Expires 7/15/07(c)(d)*	0
13,614	Pillowtex Corp., Expires 11/24/09(c)(d)*	0
5,000	UbiquiTel Inc., Expires 4/15/10(a)(c)(d)*	50
	TOTAL WARRANTS (Cost — $538,361)	693,863
	TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS (Cost — $1,142,828,430)	1,093,109,327

Face Amount†
SHORT-TERM INVESTMENTS — 4.1%
Sovereign Bonds — 1.6%
			Bank Negara Malaysia Monetary Notes:
$	5,005,000	MYR	Zero coupon bond to yield 3.184% due 8/9/07	1,447,825
2,955,000		MYR	Zero coupon bond to yield 3.324% due 8/9/07	854,784
6,600,000		MYR	Series 2307, Zero coupon bond to yield 3.487% due 1/17/08	1,874,633
			Egypt Treasury Bills:
47,100,000		EGP	Zero coupon bond to yield 9.643% due 10/30/07	8,144,509
33,275,000		EGP	Zero coupon bond to yield 9.307% due 11/6/07	5,774,922
			Total Sovereign Bonds (Cost — $17,936,185)	18,096,673
Repurchase Agreement — 2.5%
28,913,000			Nomura Securities International Inc. repurchase agreement dated 7/31/07, 5.250% due 8/1/07; Proceeds at maturity - $28,917,216; (Fully collateralized by U.S. government agency obligation, 6.000% due 5/23/17; Market value - $29,491,385) (Cost - $28,913,000)	28,913,000
			TOTAL SHORT-TERM INVESTMENTS (Cost — $46,849,185)	$	47,009,673
			TOTAL INVESTMENTS — 100.0% (Cost — $1,189,677,615#)	$	1,140,119,000

See Notes to Schedule of Investments.

Western Asset High Income Fund II Inc.

Schedule of Investments (unaudited) (continued)

*		Non-income producing security.
†		Face amount denominated in U.S. dollars, unless otherwise noted.
(a)		Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted.
(b)		Payment-in-kind security for which part of the income earned may be paid as additional principal.
(c)		Illiquid security.
(d)		Security is valued in good faith at fair value by or under the direction of the Board of Directors (See Note 1).
(e)		All or a portion of this security is segregated for extended settlements and reverse repurchase agreements.
(f)		Variable rate security. Interest rate disclosed is that which is in effect at July 31, 2007.
(g)		Security is currently in default.
(h)		Participation interest was acquired through the financial institution indicated parenthetically.
#		Aggregate cost for federal income tax purposes is substantially the same.

		Abbreviations used in this schedule:
		ARS - Argentine Peso
		BRL - Brazilian Real
		EGP - Egyptian Pound
		EUR - Euro
		GDP - Gross Domestic Product
		IDR - Indonesian Rupiah
		MYR - Malaysian Ringgit
		OJSC - Open Joint Stock Company
		RUB - Russian Ruble
		TRY - Turkish Lira

See Notes to Schedule of Investments.

Notes to Schedule of Investments (unaudited)

1. Organization and Significant Accounting Policies

Western Asset High Income Fund II Inc. (the “Fund”) was incorporated in Maryland and is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”). The Fund seeks to maximize current income by investing at least 80% of its net assets plus any borrowings for investment purposes in high yield debt securities. As a secondary objective, the Fund seeks capital appreciation to the extent consistent with its objective of seeking to maximize current income.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”).

(a) Investment Valuation. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these securities at fair value as determined in accordance with the procedures approved by the Fund’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.

(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund's policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

(c) Reverse Repurchase Agreements. The Fund may enter into a reverse repurchase agreement in which the Fund sells a portfolio security at a specified price with an agreement to purchase the same or substantially the same security from the same counterparty at a fixed or determinable price at a future date. When entering into reverse repurchase agreements, the Fund's custodian delivers to the counterparty liquid assets, the market value of which, at the inception of the transaction, at least equals the repurchase price (including accrued interest). The Fund pays interest on amounts obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings, which may create leverage risk to the Fund.

(d) Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

(e) Credit and Market Risk. The Fund invests in high yield and emerging market instruments that are subject to certain credit and market risks. The yields of high yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investment in securities rated below investment grade typically involves risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investment in non-dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

(f) Security Transactions. Security transactions are accounted for on a trade date basis.

Notes to Schedule of Investments (unaudited) (continued)

(g) Loan Participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.

The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

2. Investments

At July 31, 2007, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

Gross unrealized appreciation	$	16,731,246
Gross unrealized depreciation	(66,289,861		)
Net unrealized depreciation	$	(49,558,615	)

Transactions in reverse repurchase agreements for the Fund during the period ended July 31, 2007 were as follows:

Average		Weighted	Maximum
Daily		Average	Amount
Balance *		Interest Rate *	Outstanding
	$ 81,006,888	5.259%		$ 104,901,159

Interest rates on reverse repurchase agreements ranged from 3.250% to 5.400% during the period ended July 31, 2007. Interest expense incurred on reverse repurchase agreements totaled $1,088,702.

At July 31, 2007, the Fund had the following open reverse repurchase agreements:

Face
Amount		Security	Value
$	1,699,243	Reverse Repurchase Agreement with Credit Suisse, dated 11/9/06 bearing 5.250% to be repurchased at $1,765,159 on 8/2/07, collateralized by: $1,846,000 Pemex Proj FDG Master TR, 6.125% due 8/15/08; Market value (including accrued interest) - $1,913,852	$	1,699,243

1,323,416		Reverse Repurchase Agreement with Credit Suisse, dated 11/30/06 bearing 5.350% to be repurchased at $1,371,601 on 8/2/07, collateralized by: $1,360,000 TNK-BP Finance SA, 7.500% due 7/18/16; Market value (including accrued interest) - $1,372,380	1,323,416

615,300		Reverse Repurchase Agreement with Credit Suisse, dated 12/14/06 bearing 5.250% to be repurchased at an amount and date to be determined, collateralized by: $500,000 Federative Republic of Brazil, 11.000% due 8/17/40; Market value (including accrued interest) - $671,569	615,300

1,362,375		Reverse Repurchase Agreement with Credit Suisse, dated 1/31/07 bearing 5.250% to be repurchased at $1,398,733 on 8/2/07, collateralized by: $2,100,000 Republic of Ecuador, 10.000% due 8/15/30; Market value (including accrued interest) - $1,874,003	1,362,375

Notes to Schedule of Investments (unaudited) (continued)

Face
Amount		Security	Value
$	1,136,636	Reverse Repurchase Agreement with JPMorgan Chase & Co., dated 3/23/07 bearing 5.100% to be repurchased at an amount and date to be determined, collateralized by: $1,026,308 Republico Oriental Del Uruguay, 7.625% due 3/21/36; Market value (including accrued interest) - $1,126,432	$	1,136,636

2,847,663		Reverse Repurchase Agreement with JPMorgan Chase & Co., dated 3/23/07 bearing 5.000% to be repurchased at an amount and date to be determined, collateralized by: $2,785,000 Turanalem Finance BV Global, 8.250% due 1/22/37; Market value (including accrued interest) - $2,477,931	2,847,663

633,204		Reverse Repurchase Agreement with JPMorgan Chase & Co., dated 3/23/07 bearing 5.100% to be repurchased at an amount and date to be determined, collateralized by: $594,000 Republic of Turkey, 7.000% due 9/26/16; Market value (including accrued interest) - $612,918	633,204

1,811,595		Reverse Repurchase Agreement with JPMorgan Chase & Co., dated 3/23/07 bearing 5.150% to be repurchased at an amount and date to be determined, collateralized by: $1,770,000 Gaz Cap SA Luxembourg, 6.510% due 3/7/22; Market value (including accrued interest) - $1,743,104	1,811,595

2,214,672		Reverse Repurchase Agreement with Credit Suisse, dated 4/30/07 bearing 5.350% to be repurchased at an amount and date to be determined, collateralized by: $2,220,000 UBS Luxembourg SA, 8.250% due 5/23/16; Market value (including accrued interest) - $2,313,602	2,214,672

1,054,487		Reverse Repurchase Agreement with Credit Suisse, dated 5/09/07 bearing 5.300% to be repurchased at $1,067,683 on 8/2/07, collateralized by: $1,174,000 ICICI Bank Ltd., 6.375% due 4/30/22; Market value (including accrued interest) - $1,135,388	1,054,487

5,494,713		Reverse Repurchase Agreement with Credit Suisse, dated 6/18/07 bearing 5.350% to be repurchased at $5,531,459 on 8/2/07, collateralized by: $6,178,000 Vale Overseas Ltd, 6.875% due 11/21/36; Market value (including accrued interest) - $6,123,640	5,494,713

2,205,393		Reverse Repurchase Agreement with Credit Suisse, dated 6/18/07 bearing 5.300% to be repurchased at an amount and date to be determined, collateralized by: $2,503,000 Gaz Cap SA Luxembourg, 6.212% due 11/22/16; Market value (including accrued interest) - $2,411,103	2,205,393

Notes to Schedule of Investments (unaudited) (continued)

Face
Amount		Security	Value
$	6,698,063	Reverse Repurchase Agreement with Credit Suisse, dated 6/18/07 bearing 5.250% to be repurchased at an amount and date to be determined, collateralized by: $7,954,000 Republic of Turkey, 6.750% due 3/17/36; Market value (including accrued interest) - $7,630,546	$	6,698,063

4,724,837		Reverse Repurchase Agreement with Credit Suisse, dated 6/26/07 bearing 5.300% to be repurchased at $4,750,574 on 8/2/07, collateralized by: $4,615,000 Republic of Colombia, 7.375% due 9/18/37; Market value (including accrued interest) - $5,047,681	4,724,837

1,279,476		Reverse Repurchase Agreement with Credit Suisse, dated 6/26/07 bearing 5.400% to be repurchased at $1,286,577 on 8/2/07, collateralized by: $1,320,000 Republic of Panama, 6.700% due 1/26/36; Market value (including accrued interest) - $1,318,142	1,279,476

1,120,466		Reverse Repurchase Agreement with Credit Suisse, dated 6/26/07 bearing 5.400% to be repurchased at $1,126,685 on 8/2/07, collateralized by: $1,164,000 Bolivarian Republic of Venezuela, 9.375% due 1/13/34; Market value (including accrued interest) - $1,249,659	1,120,466

2,113,208		Reverse Repurchase Agreement with Credit Suisse, dated 6/26/07 bearing 5.400% to be repurchased at an amount and date to be determined, collateralized by: $2,480,000 AES China Generating Co., 8.250% due 6/26/10; Market value (including accrued interest) - $2,491,990	2,113,208

1,371,609		Reverse Repurchase Agreement with Credit Suisse, dated 6/26/07 bearing 5.400% to be repurchased at an amount and date to be determined, collateralized by: $1,285,000 Republic of Panama, 9.625% due 2/8/11; Market value (including accrued interest) - $1,495,437	1,371,609

10,003,565		Reverse Repurchase Agreement with Credit Suisse, dated 7/3/07 bearing 5.350% to be repurchased at $10,048,164 on 8/2/07, collateralized by: $11,050,000 True Move Co., Ltd., 10.750% due 12/16/13; Market value (including accrued interest) - $11,862,447	10,003,565

11,325,384		Reverse Repurchase Agreement with Credit Suisse, dated 7/3/07 bearing 5.300% to be repurchased at $11,375,404 on 8/2/07, collateralized by: $11,592,000 United Mexican States, 6.750% due 9/27/34; Market value (including accrued interest) - $12,485,104	11,325,384

Notes to Schedule of Investments (unaudited) (continued)

Face
Amount		Security	Value
$	3,825,646	Reverse Repurchase Agreement with Credit Suisse, dated 7/3/07 bearing 5.350% to be repurchased at an amount and date to be determined, collateralized by: $4,246,000 Petrozuata Finance Inc., 8.220% due 4/1/17; Market value (including accrued interest) - $4,298,650	$	3,825,646

4,338,522		Reverse Repurchase Agreement with Credit Suisse, dated 7/3/07 bearing 5.250% to be repurchased at an amount and date to be determined, collateralized by: $4,740,000 Axtel Sab de CV, 7.625% due 2/1/17; Market value (including accrued interest) - $4,694,559	4,338,522

6,394,169		Reverse Repurchase Agreement with Credit Suisse, dated 7/3/07 bearing 5.350% to be repurchased at an amount and date to be determined, collateralized by: $8,258,000 Bolivarian Republic of Venezuela, 5.750% due 2/26/16; Market value (including accrued interest) - $7,223,925	6,394,169

4,740,875		Reverse Repurchase Agreement with Credit Suisse, dated 7/3/07 bearing 5.400% to be repurchased at an amount and date to be determined, collateralized by: $4,850,000 Kansas City Southern de Mexico, 9.375% due 5/1/12; Market value (including accrued interest) - $5,254,672	4,740,875

961,740		Reverse Repurchase Agreement with Credit Suisse, dated 7/13/07 bearing 5.250% to be repurchased at $964,545 on 8/2/07, collateralized by: $1,170,000 ICICI Bank Ltd., 6.375% due 4/30/22; Market value (including accrued interest) - $1,124,211	961,740

1,447,197		Reverse Repurchase Agreement with Credit Suisse, dated 7/13/07 bearing 5.350% to be repurchased at $1,451,498 on 8/2/07, collateralized by: $1,284,000 Vale Overseas Ltd., 8.250% due 1/17/34; Market value (including accrued interest) - $1,460,399	1,447,197

2,142,644		Reverse Repurchase Agreement with Credit Suisse, dated 7/13/07 bearing 5.350% to be repurchased at $2,149,012 on 8/2/07, collateralized by: $2,360,000 True Move Co. Ltd., 10.750% due 12/16/13; Market value (including accrued interest) - $2,533,518	2,142,644

4,061,205		Reverse Repurchase Agreement with Credit Suisse, dated 7/13/07 bearing 5.350% to be repurchased at an amount and date to be determined, collateralized by: $4,490,000 HSBK Europe BV, 7.250% due 5/3/17; Market value (including accrued interest) - $4,362,174	4,061,205

Notes to Schedule of Investments (unaudited) (continued)

Face
Amount		Security	Value
$	4,924,938	Reverse Repurchase Agreement with Credit Suisse, dated 7/13/07 bearing 5.350% to be repurchased at an amount and date to be determined, collateralized by: $5,260,000 ATF Capital BV, 9.250% due 2/21/14; Market value (including accrued interest) - $5,726,287	$	4,924,938

1,292,289		Reverse Repurchase Agreement with Credit Suisse, dated 7/13/07 bearing 5.350% to be repurchased at an amount and date to be determined, collateralized by: $1,298,000 Pemex Proj FDG Master TR, 6.180% due 12/3/12; Market value (including accrued interest) - $1,312,301	1,292,289

1,565,015		Reverse Repurchase Agreement with Credit Suisse, dated 7/13/07 bearing 5.350% to be repurchased at an amount and date to be determined, collateralized by: $1,654,000 RSHB Cap SA, 7.175% due 5/16/13; Market value (including accrued interest) - $1,726,467	1,565,015

1,792,479		Reverse Repurchase Agreement with Credit Suisse, dated 7/13/07 bearing 5.350% to be repurchased at an amount and date to be determined, collateralized by: $2,419,000 Globo Communicacoes Part, 7.250% due 4/26/22; Market value (including accrued interest) - $2,265,913	1,792,479

2,445,000		Reverse Repurchase Agreement with Credit Suisse, dated 7/17/07 bearing 5.150% to be repurchased at an amount and date to be determined, collateralized by: $2,000,000 Federative Republic of Brazil, 11.000% due 8/17/40; Market value (including accrued interest) - $2,686,276	2,445,000

1,163,800		Reverse Repurchase Agreement with Credit Suisse, dated 7/17/07 bearing 5.350% to be repurchased at an amount and date to be determined, collateralized by: $1,000,000 Federative Republic of Brazil, 8.750% due 2/4/25; Market value (including accrued interest) - $1,254,775	1,163,800

1,624,673		Reverse Repurchase Agreement with Credit Suisse, dated 7/19/07 bearing 3.900% to be repurchased at an amount and date to be determined, collateralized by: $1,175,000 Republic of Turkey, 11.875% due 1/15/30; Market value (including accrued interest) - $1,793,180	1,624,673

		Total Reverse Repurchase Agreements
		(Proceeds - $103,755,497)	103,755,497

* Average based on the number of days that the Fund had reverse repurchase agreements outstanding.

3. Loan

At July 31, 2007, the Fund had a $225,000,000 loan outstanding pursuant to a revolving credit and security agreement among the Fund, CIESCO, LLC and Citibank, N.A.. The loan generally bears interest at a variable rate based on the weighted average interest rates of the underlying commercial paper or LIBOR plus any applicable margin. Securities held by the Fund are subject to a lien, granted to the lender, to the extent of the borrowings outstanding and any additional expenses.

ITEM 2. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

ITEM 3. EXHIBITS.

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Western Asset High Income Fund II Inc.

By	/s/ R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer

Date: September 26, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer

Date: September 26, 2007

By	/s/ Kaprel Ozsolak
	Kaprel Ozsolak
	Chief Financial Officer

Date: September 26, 2007