Legg Mason Partners Capital Fund Inc.

A report may indicate that the Adviser or Subadviser, as the case may be, “did not vote” on a particular proposal. No vote was entered for a proposal where (a) certain restrictions or pre-conditions on voting may, if followed, have adversely affected investment management of the fund’s portfolio holdings, such as “share blocking rules” that prohibit sales during the shareholder solicitation and voting process, (b) potential material conflicts of interest arising from proxy proposals were identified by the Proxy Voting Committee, (c) administrative or operational constraints impeded the ability to cast a timely vote, such as late receipt of proxy voting information, and/or (d) systems or processing errors occurred (including errors by third party vendors).
As part of a number of initiatives to restructure and streamline the Legg Mason Partners fund complex, the fund assumed the assets and liabilities of a predecessor fund with the same name effective April 16, 2007. On that date, the fund became a series of Legg Mason Partners Equity Trust. Prior thereto, the fund was a single series registrant known as Legg Mason Partners Capital Fund, Inc. Prior to November 20,2006, the fund was named Salomon Brothers Capital Fund Inc. The information in this filing relating to the fund prior to April 16, 2007 refers to the fund’s predecessor

<PRE>
******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-02667
Reporting Period: 07/01/2006 - 06/30/2007
Salomon Brothers Capital Fund Inc









======================= LEGG MASON PARTNERS CAPITAL FUND =======================


ACCENTURE LTD BERMUDA

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 7, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: NOBUYUKI IDEI.
2     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: MARJORIE MAGNER.
3     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: DENNIS F.
      HIGHTOWER.
4     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: WILLIAM L.
      KIMSEY.
5     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: ROBERT I. LIPP.
6     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: WULF VON
      SCHIMMELMANN.
7     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel P. Amos             For       For        Management
1.2   Elect Director John Shelby Amos, II       For       For        Management
1.3   Elect Director Paul S. Amos, II           For       For        Management
1.4   Elect Director Yoshiro Aoki               For       For        Management
1.5   Elect Director Michael H. Armacost        For       For        Management
1.6   Elect Director Kriss Cloninger, III       For       For        Management
1.7   Elect Director Joe Frank Harris           For       For        Management
1.8   Elect Director Elizabeth J. Hudson        For       For        Management
1.9   Elect Director Kenneth S. Janke, Sr.      For       For        Management
1.10  Elect Director Douglas W. Johnson         For       For        Management
1.11  Elect Director Robert B. Johnson          For       For        Management
1.12  Elect Director Charles B. Knapp           For       For        Management
1.13  Elect Director E. Stephen Purdom, M.D.    For       For        Management
1.14  Elect Director Barbara K. Rimer, Ph.D.    For       For        Management
1.15  Elect Director Marvin R. Schuster         For       For        Management
1.16  Elect Director David Gary Thompson        For       For        Management
1.17  Elect Director Robert L. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

AGERE SYSTEMS INC

Ticker:       AGR            Security ID:  00845V308
Meeting Date: MAR 29, 2007   Meeting Type: Annual
Record Date:  FEB 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Director Richard L. Clemmer         For       For        Management
2.2   Elect Director Michael J. Mancuso         For       For        Management
2.3   Elect Director Kari-Pekka Wilska          For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  APR 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott T. Ford              For       For        Management
1.2   Elect Director L.L Gellerstedt, III       For       For        Management
1.3   Elect Director Emon A. Mahony, Jr.        For       For        Management
1.4   Elect Director Ronald Townsend            For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 23, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel F. Akerson          For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Ursula M. Burns            For       For        Management
1.4   Elect Director Kenneth I. Chenault        For       For        Management
1.5   Elect Director Peter Chernin              For       For        Management
1.6   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.7   Elect Director Jan Leschly                For       For        Management
1.8   Elect Director Richard C. Levin           For       For        Management
1.9   Elect Director Richard A. McGinn          For       For        Management
1.10  Elect Director Edward D. Miller           For       For        Management
1.11  Elect Director Frank P. Popoff            For       For        Management
1.12  Elect Director Steven S. Reinemund        For       For        Management
1.13  Elect Director Robert D. Walter           For       For        Management
1.14  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder


--------------------------------------------------------------------------------

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall A. Cohen          For       For        Management
1.2   Elect Director Martin S. Feldstein        For       For        Management
1.3   Elect Director Ellen V. Futter            For       For        Management
1.4   Elect Director Stephen L. Hammerman       For       For        Management
1.5   Elect Director Richard C. Holbrooke       For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director George L. Miles, Jr.       For       For        Management
1.8   Elect Director Morris W. Offit            For       For        Management
1.9   Elect Director James F. Orr, III          For       For        Management
1.10  Elect Director Virginia M. Rometty        For       For        Management
1.11  Elect Director Martin J. Sullivan         For       For        Management
1.12  Elect Director Michael H. Sutton          For       For        Management
1.13  Elect Director Edmund S.W. Tse            For       For        Management
1.14  Elect Director Robert B. Willumstad       For       For        Management
1.15  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


--------------------------------------------------------------------------------

ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry Barcus               For       For        Management
1.2   Elect Director James L. Bryan             For       For        Management
1.3   Elect Director H. Paulett Eberhart        For       For        Management
1.4   Elect Director James T. Hackett           For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

ARCH CAPITAL GROUP LTD

Ticker:       ACGL           Security ID:  G0450A105
Meeting Date: MAY 11, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wolfe bill H. Bragin      For       For        Management
1.2   Elect  Director John L. Bunce, Jr.        For       For        Management
1.3   Elect  Director Sean D. Carney            For       For        Management
1.4   Elect  Director James J. Ansaldi          For       For        Management
1.5   Elect  Director Graham B. Collis          For       For        Management
1.6   Elect  Director Marc Grandisson           For       For        Management
1.7   Elect  Director W. Preston Hutchings      For       For        Management
1.8   Elect  Director Constantine Iordanou      For       For        Management
1.9   Elect  Director Ralph E. Jones III        For       For        Management
1.10  Elect  Director Thomas G. Kaiser          For       For        Management
1.11  Elect  Director Mark D. Lyons             For       For        Management
1.12  Elect  Director Nicholas J. Metcalf       For       For        Management
1.13  Elect  Director Martin J. Nilsen          For       For        Management
1.14  Elect  Director Nicolas Papadopoulo       For       For        Management
1.15  Elect  Director Michael Quinn             For       For        Management
1.16  Elect  Director Maamoun Rajeh             For       For        Management
1.17  Elect  Director Paul S. Robotham          For       For        Management
1.18  Elect  Director Robert T. Van Gieson      For       For        Management
1.19  Elect  Director John D. Vollaro           For       For        Management
2     TO APPROVE THE ARCH CAPITAL GROUP LTD.    For       For        Management
      2007 LONG TERM INCENTIVE AND SHARE AWARD
      PLAN AS SET FORTH IN AN APPENDIX TO, AND
      AS DESCRIBED IN, THE ENCLOSED PROXY
      STATEMENT.
3     TO APPROVE THE ARCH CAPITAL GROUP LTD.    For       For        Management
      2007 EMPLOYEE SHARE PURCHASE PLAN AS SET
      FORTH IN AN APPENDIX TO, AND AS DESCRIBED
      IN, THE ENCLOSED PROXY STATEMENT.
4     TO APPOINT PRICEWATERHOUSECOOPERS LLP AS  For       For        Management
      THE COMPANY S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR THE FISCAL
      YEAR ENDING DECEMBER 31, 2007.


--------------------------------------------------------------------------------

BLACKBOARD INC

Ticker:       BBBB           Security ID:  091935502
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank Gatti                For       For        Management
1.2   Elect Director Matthew Pittinsky          For       For        Management
1.3   Elect Director Beth Kaplan                For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael E. Patrick         For       For        Management
1.2   Elect Director Bruce W. Wilkinson         For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Ronald Dietz            For       Did Not    Management
                                                          Vote
1.2   Elect Director Lewis Hay, III             For       Did Not    Management
                                                          Vote
1.3   Elect Director Mayo A. Shattuck, III      For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Articles of Incorporation - Remove  For       Did Not    Management
      Provision of Plurality Voting for the               Vote
      Election of Directors
4     Advisory Vote to Ratify Named Executive   Against   Did Not    Shareholder
      Officers' Compensation                              Vote


--------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director M. Michele Burns           For       For        Management
1.3   Elect Director Michael D. Capellas        For       For        Management
1.4   Elect Director Larry R. Carter            For       For        Management
1.5   Elect Director John T. Chambers           For       For        Management
1.6   Elect Director Dr. John L. Hennessy       For       For        Management
1.7   Elect Director Richard M. Kovacevich      For       For        Management
1.8   Elect Director Roderick C. McGeary        For       For        Management
1.9   Elect Director Steven M. West             For       For        Management
1.10  Elect Director Jerry Yang                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
4     Report on Pay Disparity                   Against   Against    Shareholder
5     Report on Internet Fragmentation          Against   Against    Shareholder


--------------------------------------------------------------------------------

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: MAY 22, 2007   Meeting Type: Special
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       Against    Management
2     Adjourn Meeting                           For       Against    Management
3     Other Business                            For       For        Management


--------------------------------------------------------------------------------

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan D. Feld               For       For        Management
2     Elect Director Perry J. Lewis             For       For        Management
3     Elect Director L. Lowry Mays              For       For        Management
4     Elect Director Mark P. Mays               For       For        Management
5     Elect Director Randall T. Mays            For       For        Management
6     Elect Director B. J. McCombs              For       For        Management
7     Elect Director Phyllis B. Riggins         For       For        Management
8     Elect Director Theodore H. Strauss        For       For        Management
9     Elect Director J. C. Watts                For       For        Management
10    Elect Director John H. Williams           For       For        Management
11    Elect Director John B. Zachry             For       For        Management
12    Ratify Auditors                           For       For        Management
13    Pay for Superior Performance              Against   For        Shareholder
14    Report on Political Contributions         Against   Against    Shareholder
15    Establish a Compensation Committee        Against   For        Shareholder
16    Vote to Ratify Named Executive Officers'  Against   Against    Shareholder
      Compensation


--------------------------------------------------------------------------------

DYCOM INDUSTRIES, INC.

Ticker:       DY             Security ID:  267475101
Meeting Date: NOV 21, 2006   Meeting Type: Annual
Record Date:  OCT 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen C. Coley           For       For        Management
1.2   Elect Director Steven E. Nielsen          For       For        Management
1.3   Elect Director Jack H. Smith              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


--------------------------------------------------------------------------------

FREESCALE SEMICONDUCTOR, INC.

Ticker:       FSL            Security ID:  35687M107
Meeting Date: NOV 13, 2006   Meeting Type: Special
Record Date:  OCT 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


--------------------------------------------------------------------------------

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director William M. Castell         For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       For        Management
1.5   Elect Director Susan Hockfield            For       For        Management
1.6   Elect Director Jeffrey R. Immelt          For       For        Management
1.7   Elect Director Andrea Jung                For       For        Management
1.8   Elect Director Alan G. Lafley             For       For        Management
1.9   Elect Director Robert W. Lane             For       For        Management
1.10  Elect Director Ralph S. Larsen            For       For        Management
1.11  Elect Director Rochelle B. Lazarus        For       For        Management
1.12  Elect Director Sam Nunn                   For       For        Management
1.13  Elect Director Roger S. Penske            For       For        Management
1.14  Elect Director Robert J. Swieringa        For       For        Management
1.15  Elect Director Douglas A. Warner III      For       For        Management
1.16  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Adopt Majority Vote Standard in Director  For       For        Management
      Elections
4     Approve Omnibus Stock Plan                For       For        Management
5     Company-Specific-Approve Material Terms   For       For        Management
      of Senior Officer Performance Goals
6     Provide for Cumulative Voting             Against   For        Shareholder
7     Company-Specific -- Adopt Policy on       Against   Against    Shareholder
      Overboarded Directors
8     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of Retirees
9     Separate Chairman and CEO Positions       Against   Against    Shareholder
10    Limit Dividend and Dividend Equivalent    Against   Against    Shareholder
      Payments to Executives
11    Report on Charitable Contributions        Against   Against    Shareholder
12    Report on Global Warming                  Against   Against    Shareholder
13    Adopt Ethical Criteria for Military       Against   Against    Shareholder
      Contracts
14    Report on Pay Disparity                   Against   Against    Shareholder


--------------------------------------------------------------------------------

HORMEL FOODS CORP.

Ticker:       HRL            Security ID:  440452100
Meeting Date: JAN 30, 2007   Meeting Type: Annual
Record Date:  DEC 4, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John R. Block              For       For        Management
1.2   Elect Director Jeffrey M. Ettinger        For       For        Management
1.3   Elect Director E. Peter Gillette, Jr.     For       For        Management
1.4   Elect Director Luella G. Goldberg         For       For        Management
1.5   Elect Director Susan I. Marvin            For       For        Management
1.6   Elect Director Michael J. Mccoy           For       For        Management
1.7   Elect Director John L. Morrison           For       For        Management
1.8   Elect Director Elsa A. Murano             For       For        Management
1.9   Elect Director Robert C. Nakasone         For       For        Management
1.10  Elect Director Dakota A. Pippins          For       For        Management
1.11  Elect Director Gary J. Ray                For       For        Management
1.12  Elect Director Hugh C. Smith, M.D.        For       For        Management
1.13  Elect Director John G. Turner             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Feasibility of Improving Animal Against   Against    Shareholder
      Welfare Standards


--------------------------------------------------------------------------------

HUDSON CITY BANCORP, INC.

Ticker:       HCBK           Security ID:  443683107
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Cosgrove        For       For        Management
1.2   Elect Director Donald O. Quest, M.D.      For       For        Management
1.3   Elect Director Joseph G. Sponholz         For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

INPUT/OUTPUT, INC.

Ticker:       IO             Security ID:  457652105
Meeting Date: MAY 21, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Franklin Myers             For       For        Management
1.2   Elect Director Bruce S. Appelbaum, Ph.D.  For       For        Management
1.3   Elect Director S. James Nelson, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

INTERNET SECURITY SYSTEMS, INC.

Ticker:       ISSX           Security ID:  46060X107
Meeting Date: OCT 16, 2006   Meeting Type: Special
Record Date:  SEP 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


--------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director James S. Crown             For       For        Management
1.4   Elect Director James Dimon                For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.8   Elect Director Robert I. Lipp             For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
9     Report on Political Contributions         Against   Against    Shareholder
10    Report on Management Initiatives to       Against   Against    Shareholder
      Address Links to Slavery and Human Rights
      Abuse


--------------------------------------------------------------------------------

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Calderoni        For       For        Management
1.2   Elect Director Pradeep Sindhu             For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael T. Strianese       For       For        Management
1.2   Elect Director Claude R. Canizares        For       For        Management
1.3   Elect Director Thomas A. Corcoran         For       For        Management
1.4   Elect Director Alan H. Washkowitz         For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 12, 2007   Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael L. Ainslie         For       For        Management
2     Elect Director John F. Akers              For       For        Management
3     Elect Director Roger S. Berlind           For       For        Management
4     Elect Director Thomas H. Cruikshank       For       For        Management
5     Elect Director Marsha Johnson Evans       For       For        Management
6     Elect Director Richard S. Fuld, Jr.       For       For        Management
7     Elect Director Christopher Gent           For       For        Management
8     Elect Director Roland A. Hernandez        For       For        Management
9     Elect Director Henry Kaufman              For       For        Management
10    Elect Director John D. Macomber           For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Omnibus Stock Plan                  For       For        Management
13    Publish Political Contributions           Against   Against    Shareholder


--------------------------------------------------------------------------------

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Zachary W. Carter          For       For        Management
2     Elect Director Oscar Fanjul               For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Report on Political Contributions         Against   Against    Shareholder


--------------------------------------------------------------------------------

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Finnegan           For       For        Management
1.2   Elect Director Joseph W. Prueher          For       For        Management
1.3   Elect Director Ann N. Reese               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
5     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


--------------------------------------------------------------------------------

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 14, 2006   Meeting Type: Annual
Record Date:  SEP 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Gates, III      For       For        Management
2     Elect Director Steven A. Ballmer          For       For        Management
3     Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
4     Elect Director Dina Dublon                For       For        Management
5     Elect Director Raymond V. Gilmartin       For       For        Management
6     Elect Director David F. Marquardt         For       For        Management
7     Elect Director Charles H. Noski           For       For        Management
8     Elect Director Helmut Panke               For       For        Management
9     Elect Director Jon A. Shirley             For       For        Management
10    Ratify Auditors                           For       For        Management
11    Cease Product Sales that Can Be Used to   Against   Against    Shareholder
      Violate Human Rights
12    Amend EEO Statement to Not Reference      Against   Against    Shareholder
      Sexual Orientation
13    Establish Shareholder Advisory Committee  Against   Against    Shareholder


--------------------------------------------------------------------------------

MOTIENT CORPORATION

Ticker:       MNCP           Security ID:  619908304
Meeting Date: JUL 12, 2006   Meeting Type: Proxy Contest
Record Date:  JUN 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David Andonian             For       Did Not    Management
                                                          Vote
1.2   Elect Director Robert Brumley             For       Did Not    Management
                                                          Vote
1.3   Elect Director David Grain                For       Did Not    Management
                                                          Vote
1.4   Elect Director Jacques Leduc              For       Did Not    Management
                                                          Vote
1.5   Elect Director David Meltzer              For       Did Not    Management
                                                          Vote
1.6   Elect Director Raymond L. Steele          For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote
4     Company Specific --Remove the Prohibition For       Did Not    Management
      on the Issuance of Non-voting Stock                 Vote
1.1   Elect Director Eugene E. Sekulow          For       Withhold   Management
1.2   Elect Director David R. Van Valkenburg    For       Withhold   Management
1.3   Elect Director Charles Maynard            For       For        Management
1.4   Elect Director John J. Ray, III           For       Withhold   Management
1.5   Elect Director Jeffrey E. Ginsberg        For       Withhold   Management
1.6   Elect Director Niles K. Chura             For       For        Management
2     Ratify Auditors                           Against   For        Management
3     Approve Omnibus Stock Plan                Against   Against    Management
4     Company Specific --Remove the Prohibition Abstain   For        Management
      on the Issuance of Non-voting Stock
5     Change Size of Board of Directors         For       Against    Shareholder
6     Require Two Candidates for Each Board     For       Against    Shareholder
      Seat
7     Require Two Candidates for Each Board     For       Against    Shareholder
      Seat
8     Repeal of Additional Bylaws or Bylaw      For       Against    Shareholder
      Amendments
9     Order For Voting on Highland Parties      For       Against    Shareholder
      Proposal


--------------------------------------------------------------------------------

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 7, 2007    Meeting Type: Proxy Contest
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       Did Not    Management
                                                          Vote
1.2   Elect Director D. Dorman                  For       Did Not    Management
                                                          Vote
1.3   Elect Director J. Lewent                  For       Did Not    Management
                                                          Vote
1.4   Elect Director T. Meredith                For       Did Not    Management
                                                          Vote
1.5   Elect Director N. Negroponte              For       Did Not    Management
                                                          Vote
1.6   Elect Director S. Scott, III              For       Did Not    Management
                                                          Vote
1.7   Elect Director R. Sommer                  For       Did Not    Management
                                                          Vote
1.8   Elect Director J. Stengel                 For       Did Not    Management
                                                          Vote
1.9   Elect Director D. Warner, III             For       Did Not    Management
                                                          Vote
1.10  Elect Director J. White                   For       Did Not    Management
                                                          Vote
1.11  Elect Director M. White                   For       Did Not    Management
                                                          Vote
2     Amend Qualified Employee Stock Purchase   For       Did Not    Management
      Plan                                                Vote
3     Advisory Vote to Ratify Named Executive   Against   Did Not    Shareholder
      Officers' Compensation                              Vote
4     Claw-back of Payments under Restatements  Against   Did Not    Shareholder
                                                          Vote
1.1   Elect Director Carl C. Icahn              For       For        Management
1.2   Elect Director E. Zander                  For       For        Management
1.3   Elect Director D. Dorman                  For       For        Management
1.4   Elect Director J. Lewent                  For       For        Management
1.5   Elect Director T. Meredith                For       For        Management
1.6   Elect Director N. Negroponte              For       For        Management
1.7   Elect Director S. Scott, III              For       For        Management
1.8   Elect Director R. Sommer                  For       For        Management
1.9   Elect Director J. Stengel                 For       For        Management
1.10  Elect Director D. Warner, III             For       For        Management
1.11  Elect Director M. White                   For       For        Management
2     Amend Qualified Employee Stock Purchase   None      For        Management
      Plan
3     Advisory Vote to Ratify Named Executive   For       For        Shareholder
      Officers' Compensation
4     Claw-back of Payments under Restatements  None      For        Shareholder


--------------------------------------------------------------------------------

MUELLER INDUSTRIES, INC.

Ticker:       MLI            Security ID:  624756102
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alexander P. Federbush     For       For        Management
1.2   Elect Director Gennaro J. Fulvio          For       For        Management
1.3   Elect Director Gary S. Gladstein          For       For        Management
1.4   Elect Director Terry Hermanson            For       For        Management
1.5   Elect Director Robert B. Hodes            For       For        Management
1.6   Elect Director Harvey L. Karp             For       For        Management
1.7   Elect Director William D. O'Hagan         For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

PHOTON DYNAMICS, INC.

Ticker:       PHTN           Security ID:  719364101
Meeting Date: JAN 24, 2007   Meeting Type: Annual
Record Date:  DEC 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Malcolm J. Thompson        For       For        Management
1.2   Elect Director Terry H. Carlitz           For       For        Management
1.3   Elect Director Curtis S. Wozniak          For       For        Management
1.4   Elect Director Nicholas E. Brathwaite     For       For        Management
1.5   Elect Director Michael J. Kim             For       For        Management
1.6   Elect Director Edward Rogas Jr.           For       For        Management
1.7   Elect Director Jeffrey A. Hawthorne       For       For        Management
2     Approve Repricing of Options              For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

R.H. DONNELLEY CORP.

Ticker:       RHD            Security ID:  74955W307
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan F. Schultz            For       For        Management
2     Elect Director Barry Lawson Williams      For       For        Management
3     Elect Director Edwina Woodbury            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder


--------------------------------------------------------------------------------

SHAW GROUP INC., THE

Ticker:       SGR            Security ID:  820280105
Meeting Date: JAN 30, 2007   Meeting Type: Annual
Record Date:  DEC 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.M. Bernhard, Jr.         For       For        Management
1.2   Elect Director James F. Barker            For       For        Management
1.3   Elect Director L. Lane Grigsby            For       For        Management
1.4   Elect Director Daniel A. Hoffler          For       For        Management
1.5   Elect Director David W. Hoyle             For       For        Management
1.6   Elect Director Michael J. Mancuso         For       For        Management
1.7   Elect Director Albert D. Mcalister        For       For        Management
1.8   Elect Director Charles E. Roemer, III     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Eliminate or Restrict Severance Agreement Against   Against    Shareholder
      (Change in Control)


--------------------------------------------------------------------------------

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director Jeffrey L. Bewkes          For       For        Management
1.3   Elect Director Stephen F. Bollenbach      For       For        Management
1.4   Elect Director Frank J. Caufield          For       For        Management
1.5   Elect Director Robert C. Clark            For       For        Management
1.6   Elect Director Mathias Dopfner            For       For        Management
1.7   Elect Director Jessica P. Einhorn         For       For        Management
1.8   Elect Director Reuben Mark                For       For        Management
1.9   Elect Director Michael A. Miles           For       For        Management
1.10  Elect Director Kenneth J. Novack          For       For        Management
1.11  Elect Director Richard D. Parsons         For       For        Management
1.12  Elect Director Francis T. Vincent, Jr.    For       For        Management
1.13  Elect Director Deborah C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers'Compensation
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Company Specific- Adopt Simple Majority   Against   For        Shareholder
      Vote
7     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
8     Company-Specific- Stockholder             Against   Against    Shareholder
      Ratification of Director Compensation,
      When a Stockholder Rights Plan Has Been
      Adopted


--------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis C. Blair            For       For        Management
1.2   Elect Director Edward D. Breen            For       For        Management
1.3   Elect Director Brian Duperreault          For       For        Management
1.4   Elect Director Bruce S. Gordon            For       For        Management
1.5   Elect Director Rajiv L. Gupta             For       For        Management
1.6   Elect Director John A. Krol               For       For        Management
1.7   Elect Director H. Carl Mccall             For       For        Management
1.8   Elect Director Brendan R. O'Neill         For       For        Management
1.9   Elect Director William S. Stavropoulous   For       For        Management
1.10  Elect Director Sandra S. Wijnberg         For       For        Management
1.11  Elect Director Jerome B. York             For       For        Management
2     Ratify Auditors                           For       For        Management


--------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Special
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF REVERSE STOCK SPLIT OF THE    For       For        Management
      COMPANYS COMMON SHARES AT A SPLIT RATIO
      OF 1 FOR 4
2     APPROVAL OF CONSEQUENTIAL AMENDMENT TO    For       For        Management
      THE COMPANY S AMENDED AND RESTATED
      BYE-LAWS.


--------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 29, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William C. Ballard, Jr.    For       For        Management
1.2   Elect Director Richard T. Burke           For       For        Management
1.3   Elect Director Stephen J. Hemsley         For       For        Management
1.4   Elect Director Robert J. Darretta         For       For        Management
2     Company Specific--Majority Vote for the   For       For        Management
      Election of Directors
3     Declassify the Board of Directors         For       For        Management
4     Reduce Supermajority Vote Requirement for For       For        Management
      Removal of Directors
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Amend Articles-Make Stylistic, Clarifying For       For        Management
      and Conforming Changes
7     Ratify Auditors                           For       For        Management
8     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
9     Establish SERP Policy                     Against   For        Shareholder
10    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
11    Equal Access to the Proxy for Purpose of  Against   Against    Shareholder
      Electing a Director


--------------------------------------------------------------------------------

WARNER MUSIC GROUP CORP.

Ticker:       WMG            Security ID:  934550104
Meeting Date: FEB 23, 2007   Meeting Type: Annual
Record Date:  JAN 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edgar Bronfman, Jr.        For       For        Management
1.2   Elect Director Len Blavatnik              For       For        Management
1.3   Elect Director Shelby W. Bonnie           For       For        Management
1.4   Elect Director Richard Bressler           For       For        Management
1.5   Elect Director John P. Connaughton        For       For        Management
1.6   Elect Director Phyllis E. Grann           For       For        Management
1.7   Elect Director Michele J. Hooper          For       For        Management
1.8   Elect Director Scott L. Jaeckel           For       For        Management
1.9   Elect Director Seth W. Lawry              For       For        Management
1.10  Elect Director Thomas H. Lee              For       For        Management
1.11  Elect Director Ian Loring                 For       For        Management
1.12  Elect Director Jonathan M. Nelson         For       For        Management
1.13  Elect Director Mark Nunnelly              For       For        Management
1.14  Elect Director Scott M. Sperling          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       For        Management

========== END NPX REPORT
</PRE>
Pursuant to the requirements of 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.
President, Chairman and Chief Executive Officer of Legg Mason Partners Capital Fund, Inc.