N-Q

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 811-06444

Legg Mason Partners Equity Trust

(Exact name of registrant as specified in charter)

55 Water Street, New York, NY 10041

(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: December 31

Date of reporting period: March 31, 2008

ITEM 1. SCHEDULE OF INVESTMENTS

LEGG MASON PARTNERS EQUITY TRUST

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

FORM N-Q

MARCH 31, 2008

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) March 31, 2008

SHARES	SECURITY	VALUE
COMMON STOCKS - 69.6%
CONSUMER DISCRETIONARY - 7.1%
Household Durables - 0.0%
2,330,496	Home Interiors & Gifts Inc. (a)(b)*	$	2
Media - 7.1%
491,200	E.W. Scripps Co., Class A Shares		20,635,312
1,739,610	Lamar Advertising Co., Class A Shares *		62,504,187
2,819,400	Liberty Media Corp. - Entertainment, Series A *		63,831,216
3,092,990	Time Warner Inc.		43,363,720
3,386,800	Warner Music Group Corp.		16,866,264
	Total Media		207,200,699
	TOTAL CONSUMER DISCRETIONARY		207,200,701
CONSUMER STAPLES - 2.6%
Food & Staples Retailing - 0.0%
28,868	FHC Delaware Inc. (a)(b)*		0
Food Products - 0.0%
1,948	Aurora Foods Inc. (a)(b)*		0
Tobacco - 2.6%
1,048,290	Altria Group Inc.		23,272,038
1,048,290	Philip Morris International Inc. *		53,022,508
	Total Tobacco		76,294,546
	TOTAL CONSUMER STAPLES		76,294,546
ENERGY - 12.0%
Energy Equipment & Services - 5.7%
332,110	Diamond Offshore Drilling Inc.		38,657,604
1,803,135	Halliburton Co.		70,917,300
300,400	National-Oilwell Varco Inc. *		17,537,352
328,300	Schlumberger Ltd.		28,562,100
142,130	SEACOR Holdings Inc. *		12,132,217
	Total Energy Equipment & Services		167,806,573
Oil, Gas & Consumable Fuels - 6.3%
303,025	Anadarko Petroleum Corp.		19,099,666
2,405,622	Crosstex Energy Inc.		81,670,867
416,550	Devon Energy Corp.		43,458,661
755,200	Newfield Exploration Co. *		39,912,320
	Total Oil, Gas & Consumable Fuels		184,141,514
	TOTAL ENERGY		351,948,087
EXCHANGE TRADED FUND - 0.5%
271,600	Market Vectors Agribusiness *		14,560,476
FINANCIALS - 14.0%
Capital Markets - 5.0%
2,844,700	Charles Schwab Corp.		53,565,701
2,220,260	Invesco Ltd.		54,085,534
1,864,439	Och-Ziff Capital Management Group		39,153,219
	Total Capital Markets		146,804,454
Commercial Banks - 1.9%
1,957,710	Wells Fargo & Co.		56,969,361
Consumer Finance - 1.9%
1,250,050	American Express Co.		54,652,186
Diversified Financial Services — 3.3%
1,161,650	Bank of America Corp.		44,038,151
1,236,500	JPMorgan Chase & Co.		53,107,675
	Total Diversified Financial Services		97,145,826

See Notes to Schedule of Investments.

1

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

SHARES	SECURITY	VALUE
Insurance - 1.9%
1,253,151	American International Group Inc.	$	54,198,781
	TOTAL FINANCIALS		409,770,608
HEALTH CARE - 6.4%
Health Care Equipment & Supplies - 2.3%
1,364,530	Medtronic Inc.		66,002,316
Health Care Providers & Services - 1.0%
883,315	UnitedHealth Group Inc.		30,350,704
Health Care Technology - 1.5%
4,683,100	HLTH Corp. *		44,676,774
Pharmaceuticals - 1.6%
1,117,000	Wyeth		46,645,920
	TOTAL HEALTH CARE		187,675,714
INDUSTRIALS - 11.4%
Building Products - 2.2%
3,543,000	Assa Abloy AB		64,275,017
Commercial Services & Supplies - 2.2%
2,065,380	Covanta Holding Corp. *		56,797,950
332,990	Monster Worldwide Inc. *		8,061,688
	Total Commercial Services & Supplies		64,859,638
Electrical Equipment - 0.6%
663,800	ABB Ltd., ADR		17,869,496
Industrial Conglomerates - 3.6%
2,258,190	General Electric Co.		83,575,612
421,500	McDermott International Inc. *		23,106,630
	Total Industrial Conglomerates		106,682,242
Machinery - 2.8%
1,931,380	Dover Corp.		80,693,056
	TOTAL INDUSTRIALS		334,379,449
INFORMATION TECHNOLOGY - 8.9%
Communications Equipment - 3.6%
2,144,440	Cisco Systems Inc. *		51,659,559
1,334,290	QUALCOMM Inc.		54,705,890
	Total Communications Equipment		106,365,449
Computers & Peripherals - 1.7%
2,028	Axiohm Transaction Solutions Inc. (a)(b)*		0
3,490,750	EMC Corp. *		50,057,355
	Total Computers & Peripherals		50,057,355
Internet Software & Services - 1.8%
1,561,940	VeriSign Inc. *		51,918,886
Software - 1.8%
2,639,200	Oracle Corp. *		51,622,752
	TOTAL INFORMATION TECHNOLOGY		259,964,442
MATERIALS - 0.8%
Metals & Mining - 0.8%
586,400	Goldcorp Inc.		22,723,000
TELECOMMUNICATION SERVICES - 2.8%
Wireless Telecommunication Services - 2.8%
1,597,600	Crown Castle International Corp. *		55,101,224
950,870	SBA Communications Corp., Class A *		28,364,452
	TOTAL TELECOMMUNICATION SERVICES		83,465,676

See Notes to Schedule of Investments.

2

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

SHARES		SECURITY	VALUE
	UTILITIES - 3.1%
	Gas Utilities - 1.6%
	964,470	National Fuel Gas Co.	$	45,532,629
	Independent Power Producers & Energy Traders - 1.5%
	1,128,960	NRG Energy Inc. *		44,018,150
		TOTAL UTILITIES		89,550,779
		TOTAL COMMON STOCKS (Cost - $2,137,258,209)		2,037,533,478
	PREFERRED STOCKS - 0.1%
	FINANCIALS - 0.1%
	Diversified Financial Services - 0.0%
		TCR Holdings Corp.:
	321	Class B Shares (a)(b)*		0
	177	Class C Shares (a)(b)*		0
	466	Class D Shares (a)(b)*		1
	964	Class E Shares (a)(b)*		1
		Total Diversified Financial Services		2
	Thrifts & Mortgage Finance - 0.1%
	74,600	Federal Home Loan Mortgage Corp. (FHLMC), 8.375% (c)		1,820,240
	2,800	Federal National Mortgage Association (FNMA), 7.000% (d)		126,875
	54,025	Federal National Mortgage Association (FNMA), 8.250% (c)		1,299,301
		Total Thrifts & Mortgage Finance		3,246,416
		TOTAL PREFERRED STOCKS (Cost - $3,364,700)		3,246,418
Face Amount
	ASSET-BACKED SECURITIES - 0.3%
	Automobiles - 0.1%
$	750,000	ARG Funding Corp., 4.290% due 4/20/11 (e)		721,968
	Diversified Financial Services - 0.0%
	2,750,744	Airplanes Pass-Through Trust, Subordinated Notes, 10.875% due 3/15/12 (a)(f)		0
	Home Equity - 0.2%
	184,360	ACE Securities Corp., 2.769% due 1/25/36 (d)		73,709
	5,022	Argent Securities Inc., 2.659% due 5/25/36 (d)		5,007
		Bear Stearns Asset-Backed Securities Trust:
	200,000	2.949% due 9/25/34 (d)		193,891
	559,700	2.879% due 2/25/36 (d)		521,323
	349,152	Centex Home Equity Loan Trust, 3.735% due 2/25/32		339,106
	120,253	Cityscape Home Equity Loan Trust, 4.838% due 7/25/28 (d)		60,126
	149,754	Countrywide Asset-Backed Certificates, 4.385% due 6/25/34 (d)		111,235
		Countrywide Home Equity Loan Trust:
	486,634	3.108% due 12/15/33 (d)		428,353
	633,550	3.138% due 3/15/34 (d)		521,259
	796,857	3.038% due 11/15/35 (d)		663,200
	925,917	3.048% due 2/15/36 (d)		797,502
	420,834	CS First Boston Mortgage Securities Corp., 4.149% due 2/25/31 (d)		374,969
	73,417	Finance America Net Interest Margin Trust, 5.250% due 6/27/34 (e)(f)		73
	188,245	First Horizon ABS Trust, 2.759% due 10/25/34 (d)		110,323
	175,862	Fremont Home Loan Trust, 4.249% due 2/25/34 (d)		92,900
	180,775	Green Tree Financial Corp., 7.070% due 1/15/29		183,235
	73,835	GSAMP Trust, 2.699% due 1/25/36 (d)		51,789
	149,101	Indymac Home Equity Loan Asset-Backed Trust, 2.769% due 4/25/36 (d)		92,060
	239,325	Irwin Home Equity, 4.720% due 6/25/35		238,493

See Notes to Schedule of Investments.

3

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Home Equity - 0.2% (continued)
$	18,324	IXIS Real Estate Capital Trust, 2.659% due 8/25/36 (d)	$	18,220
		Option One Mortgage Loan Trust:
	137,471	3.439% due 2/25/33 (d)		112,752
	301,335	4.249% due 7/25/33 (d)		243,765
	750,000	3.649% due 5/25/34 (d)		541,109
	152,190	RAAC, 2.869% due 5/25/36 (d)(e)		134,952
	365,586	Renaissance Home Equity Loan Trust, 4.499% due 3/25/34 (d)		281,968
	156,824	SACO I Trust, 2.769% due 3/25/36 (d)		78,828
		Sail Net Interest Margin Notes:
	141,210	7.750% due 4/27/33 (e)(f)		16
	35,690	5.500% due 3/27/34 (e)(f)		4
	218,785	Saxon Asset Securities Trust, 8.640% due 12/25/32		99,335
	268,188	WMC Mortgage Loan Pass-Through Certificates, 5.068% due 10/15/29 (d)		160,318
		Total Home Equity		6,529,820
		TOTAL ASSET-BACKED SECURITIES (Cost - $12,178,289)		7,251,788
	COLLATERALIZED MORTGAGE OBLIGATIONS - 0.9%
	380,000	American Home Mortgage Investment Trust, 3.399% due 11/25/45 (d)		138,413
	1,800,000	Banc of America Commercial Mortgage Inc., 5.372% due 9/10/45 (c)(d)		1,778,914
	1,670,185	Banc of America Funding Corp., 5.663% due 6/20/35 (d)		1,314,388
	155,261	Banc of America Mortgage Securities, 4.806% due 9/25/35 (d)		147,362
	839,543	Bayview Commercial Asset Trust, 2.869% due 4/25/36 (d)(e)		701,606
	2,173,092	Bear Stearns ARM Trust, 5.766% due 2/25/36 (c)(d)		2,075,303
	1,133,758	Citigroup Mortgage Loan Trust Inc., 4.900% due 12/25/35 (c)(d)		1,081,362
		Countrywide Alternative Loan Trust:
	194,048	3.449% due 11/20/35 (d)		153,885
	1,241,932	2.869% due 1/25/36 (d)		968,522
	162,597	2.799% due 5/25/36 (d)		123,214
	194,693	2.809% due 7/25/46 (d)		127,439
		Countrywide Home Loan, Mortgage Pass-Through Trust:
	105,279	2.929% due 2/25/35 (d)		85,876
	154,012	2.899% due 5/25/35 (d)		120,671
	1,800,000	Credit Suisse Mortgage Capital Certificates, 5.555% due 2/15/39 (c)(d)		1,797,450
	151,173	Deutsche ALT-A Securities Inc. Mortgage Loan Trust, 4.952% due 8/25/35 (d)		138,202
		Downey Savings & Loan Association Mortgage Loan Trust:
	507,480	2.979% due 9/19/44 (d)		383,197
	148,216	2.769% due 3/19/45 (d)		110,608
	157,109	5.246% due 3/19/46 (d)		122,201
	157,109	5.246% due 3/19/47 (d)		84,618
		Federal Home Loan Mortgage Corp. (FHLMC):
	65,453	6.000% due 3/15/34 (d)		61,528
	537,683	PAC, 6.000% due 4/15/34 (d)		518,016
	153,549	GSR Mortgage Loan Trust, 5.658% due 10/25/35 (d)		155,827
		Harborview Mortgage Loan Trust:
	137,199	2.959% due 11/19/34 (d)		117,539
	160,049	2.909% due 1/19/35 (d)		140,176
	88,594	Indymac Index Mortgage Loan Trust, 6.853% due 3/25/35 (d)		71,761
	250,000	JPMorgan Chase Commercial Mortgage Securities Corp., 5.814% due 6/12/43 (d)		252,846
	1,475,815	Lehman XS Trust, 2.819% due 4/25/46 (c)(d)		1,020,639
	85,318	Luminent Mortgage Trust, 2.839% due 4/25/36 (d)		64,806
	630,000	Merrill Lynch Mortgage Trust, 5.658% due 5/12/39 (d)		635,476
		MLCC Mortgage Investors Inc.:
	341,670	3.519% due 4/25/29 (d)		292,047

See Notes to Schedule of Investments.

4

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT	SECURITY	VALUE
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.9% (continued)
$416,082	3.479% due 5/25/29 (d)	$	397,925
	Structured Adjustable Rate Mortgage Loan Trust:
262,105	4.920% due 3/25/34 (d)		241,579
62,487	7.089% due 6/25/34 (d)		62,542
1,395,715	5.375% due 5/25/35 (c)(d)		1,403,997
114,639	Structured Asset Mortgage Investments Inc., 2.809% due 5/25/46 (d)		85,615
	Structured Asset Securities Corp.:
1,275,444	5.500% due 3/25/19 (c)		1,296,057
525,896	3.699% due 2/25/28 (d)		464,972
237,147	3.599% due 3/25/28 (d)		202,194
	Thornburg Mortgage Securities Trust:
2,594,514	6.217% due 9/25/37 (c)(d)		2,344,803
2,787,086	6.225% due 9/25/37 (c)(d)		2,596,852
819,385	2.849% due 7/25/45 (d)		816,621
	Washington Mutual Inc.:
108,293	5.940% due 9/25/36 (d)		104,043
735,628	2.959% due 10/25/45 (d)		505,910
229,418	2.869% due 12/25/45 (d)		177,908
125,159	2.889% due 12/25/45 (d)		99,092
	Washington Mutual Mortgage Pass-Through Certificates:
694,166	2.919% due 1/25/45 (d)		554,414
809,860	2.939% due 1/25/45 (d)		631,148
138,055	Washington Mutual Pass-Through Certificates, 2.879% due 11/25/45 (d)		109,259
133,197	Wells Fargo Mortgage Backed Securities Trust, 5.241% due 4/25/36 (d)		132,005
125,627	Zuni Mortgage Loan Trust, 2.729% due 8/25/36 (d)		119,163
	TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost - $30,401,372)		27,129,991
COLLATERALIZED SENIOR LOANS - 1.7%
Aerospace & Defense - 0.0%
	Dubai Aerospace Enterprise, Term Loan:
357,527	6.990% due 7/31/14 (d)		345,684
361,410	7.890% due 7/31/14 (d)		349,438
	Total Aerospace & Defense		695,122
Airlines - 0.1%
996,867	Delta Airlines Inc., Term Loan, 8.610% due 4/30/14		795,999
1,441,653	United Airlines Inc., Term Loan B, 4.625% due 1/12/14 (c)(d)		1,129,895
	Total Airlines		1,925,894
Auto Components - 0.1%
1,995,000	Allison Transmission, Term Loan B, 5.740% due 8/7/14 (c)(d)		1,758,451
1,000,000	Visteon Corp., Term Loan, Tranch B, 8.380% due 6/20/13 (d)		790,938
	Total Auto Components		2,549,389
Capital Markets - 0.0%
635,000	Nuveen Investments Inc., Term Loan B, 5.654% due 11/1/14 (d)		573,683
Chemicals - 0.0%
855,659	Georgia Gulf Corp., Term Loan B, 5.771% due 9/1/13		780,254
Commercial Services & Supplies - 0.1%
997,476	Nielson Finance, Term Loan B, 7.360% due 8/15/13		902,716
997,494	US Investigations Services Inc., Term Loan B, 8.238% due 2/21/15		840,388
	Total Commercial Services & Supplies		1,743,104
Containers & Packaging - 0.0%
1,000,000	Graphic Packaging International, Term Loan C, 5.450% due 5/16/14		915,000

See Notes to Schedule of Investments.

5

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Diversified Consumer Services - 0.0%
$	997,500	Thomson Learning Hold, Term Loan B, 7.580% due 7/5/14 (d)	$	860,344
	Diversified Financial Services - 0.1%
	995,000	Chrysler Financial, Term Loan B, 9.360% due 8/3/12		827,647
	940,664	Iconix, Term Loan B, 7.080% due 5/1/14 (d)		874,817
	994,962	Sally Holdings LLC, Term Loan B, 7.519% due 11/15/13 (d)		926,144
		Total Diversified Financial Services		2,628,608
	Diversified Telecommunication Services - 0.1%
	2,000,000	Cablevision Systems Corp., Term Loan B, 6.897% due 3/30/13 (c)		1,874,038
	675,000	Insight Midwest, Term Loan B, 6.480% due 4/10/14 (d)		617,625
		Total Diversified Telecommunication Services		2,491,663
	Electric Utilities - 0.0%
	1,245,625	TXU Corp., Term Loan B, 8.396% due 10/10/14 (c)		1,137,340
	Electrical Equipment - 0.0%
	997,468	Sensata Technologies, Term Loan, 6.760% due 4/27/13		867,797
	Health Care Providers & Services - 0.1%
		Community Health Systems Inc.:
	61,872	Term Loan, 5.335% due 7/2/14		57,166
	909,369	Term Loan B, 7.756% due 7/2/14		840,204
	994,975	HCA Inc., Term Loan B, 7.448% due 11/1/13		916,532
	976,760	Health Management Association, Term Loan B, 6.948% due 1/16/14		850,850
	1,000,000	Manor Care Inc., Term Loan B, 7.900% due 11/15/14		892,500
		Total Health Care Providers & Services		3,557,252
	Hotels, Restaurants & Leisure - 0.1%
		Aramark Corp.:
	58,426	1.875% due 1/31/14 (d)		54,580
	919,664	Term Loan, 1.000% due 1/31/14		859,120
		Golden Nugget Inc., Term Loan:
	363,636	1.000% due 6/8/14		313,636
	636,364	4.610% due 6/14/14 (d)		548,864
	992,405	MGM MIRAGE Inc., Term Loan B, 8.108% due 4/8/11 (d)		789,582
	997,494	Six Flags, Term Loan B, 7.750% due 5/31/13		818,152
		Total Hotels, Restaurants & Leisure		3,383,934
	Household Products - 0.0%
	927,909	Yankee Candle, Term Loan B, 4.645% due 1/15/14 (d)		804,033
	IT Services - 0.1%
	1,955,100	First Data Corp., Term Loan, 5.349% due 10/15/14 (c)(d)		1,764,034
	Media - 0.3%
	1,994,924	Charter Communications, Term Loan B, 4.781% due 3/15/14 (d)		1,690,283
	1,000,000	Citadel Broadcasting Corp., Term Loan A, 4.780% due 6/12/13 (d)		740,000
	997,373	CMP Susquehanna Corp., Term Loan, 5.030% due 6/7/13 (d)		792,912
	1,497,481	Idearc Inc., Term Loan B, 7.200% due 11/1/14 (c)		1,204,911
	1,240,625	LodgeNet Entertainment Corp., Term Loan B, 6.830% due 4/4/14 (c)(d)		1,032,820
	997,475	Regal Cinemas Corp., Term Loan B, 6.330% due 10/19/10		930,395
		Univision Communications Inc., Term Loan B:
	33,557	5.131% due 9/15/14		26,552
	966,443	7.206% due 9/15/14		764,698
	1,000,000	UPC, Term Loan N, 4.869% due 3/30/14 (d)		892,500
		Total Media		8,075,071
	Multiline Retail - 0.1%
	1,000,000	Dollar General Corp., Term Loan B, 7.734% due 7/15/14 (d)		900,156

See Notes to Schedule of Investments.

6

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Multiline Retail - 0.1% (continued)
$	1,500,000	Neiman Marcus Group Inc., Term Loan B, 7.448% due 3/13/13 (c)	$	1,391,394
		Total Multiline Retail		2,291,550
	Oil, Gas & Consumable Fuels - 0.1%
		Ashmore Energy International:
	95,952	Synthetic Revolving Credit Facility, 8.198% due 3/30/14		83,478
	894,270	Term Loan, 7.830% due 3/30/14 (d)		778,015
	1,990,000	Brand Energy and Infrastructure Services Inc., Term Loan B, 8.125% due 2/7/14 (c)		1,870,600
		Total Oil, Gas & Consumable Fuels		2,732,093
	Paper & Forest Products - 0.1%
	1,496,183	Georgia-Pacific Corp., Term Loan, 6.750% due 12/23/13 (c)		1,390,011
	1,000,000	NewPage Corp., Term Loan, Tranche B, 6.313% due 11/5/14 (d)		980,139
		Total Paper & Forest Products		2,370,150
	Pharmaceuticals - 0.1%
	748,062	Leiner Health Products Group Term Loan B, 9.650% due 5/26/11		359,070
	997,487	Royalty Pharma, Term Loan B, 7.095% due 5/15/14 (c)		991,876
		Total Pharmaceuticals		1,350,946
	Semiconductors & Semiconductor Equipment - 0.0%
	994,962	Freescale Semiconductor Inc., Term Loan, Tranch B, 4.869% due 12/1/13 (d)		841,648
	Specialty Retail - 0.1%
	1,000,000	Amscan Holdings Inc. Term Loan B, 7.485% due 5/1/13		865,000
	994,962	Michaels Stores Inc. Term Loan B, 7.583% due 10/31/13 (d)		836,204
	997,481	PETCO Animal Supplies Inc., Term Loan B, 7.328% due 11/15/13		891,000
		Total Specialty Retail		2,592,204
	Thrifts & Mortgage Finance - 0.0%
	997,481	GM, Term Loan B, 7.585% due 12/15/13 (d)		890,408
	Wireless Telecommunication Services - 0.1%
	498,750	Alltel Wireless Corp., Term Loan B, 5.568% due 11/15/14 (d)		451,161
		Telesat Canada:
	6,562	Delayed Draw Term Loan, Tranch B, 8.000% due 10/15/14		6,093
	72,179	Term Loan, 6.260% due 10/15/14		67,019
	921,260	Telesat Ganada, Term Loan B, 7.901% due 10/15/14		855,404
		Total Wireless Telecommunication Services		1,379,677
		TOTAL COLLATERALIZED SENIOR LOANS (Cost - $54,656,993)		49,201,198
	CORPORATE BONDS & NOTES - 12.3%
	Aerospace & Defense - 0.2%
	500,000	Alliant Techsystems Inc., Senior Subordinated Notes, 6.750% due 4/1/16		488,750
	180,000	DRS Technologies Inc., Senior Subordinated Notes, 6.625% due 2/1/16		176,850
	3,350,000	Hawker Beechcraft Acquisition Co., 8.875% due 4/1/15 (c)(g)		3,442,125
	5,465	Kac Acquisition Co., Subordinated Notes, 8.000% due 4/26/26 (a)(b)(f)		0
	2,330,000	L-3 Communications Corp., Senior Subordinated Notes, 7.625% due 6/15/12 (c)		2,396,988
		Total Aerospace & Defense		6,504,713
	Airlines - 0.1%
		Continental Airlines Inc., Pass-Through Certificates:
	54,633	8.312% due 4/2/11		51,082
	230,000	7.339% due 4/19/14		204,700
	2,000,000	DAE Aviation Holdings Inc., Senior Notes, 11.250% due 8/1/15 (c)(e)		1,980,000

See Notes to Schedule of Investments.

7

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Airlines - 0.1% (continued)
		United Airlines Inc., Pass-Through Certificates:
$	230,000	6.831% due 9/1/08	$	257,025
	245,469	7.811% due 10/1/09		284,182
	162,820	8.030% due 7/1/11		183,987
	105,000	6.932% due 9/1/11		125,475
		Total Airlines		3,086,451
	Auto Components - 0.2%
	730,000	Allison Transmission Inc., Senior Notes, 11.250% due 11/1/15 (e)(g)		616,850
	1,625,000	Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13		918,125
	5,590,000	Visteon Corp., Senior Notes, 8.250% due 8/1/10 (c)		4,597,775
		Total Auto Components		6,132,750
	Automobiles - 0.2%
	120,000	DaimlerChrysler North America Holding Corp., Notes, 4.050% due 6/4/08		120,049
		Ford Motor Co.:
	95,000	Debentures, 8.875% due 1/15/22		74,338
	2,645,000	Notes, 7.450% due 7/16/31 (c)		1,758,925
	6,725,000	General Motors Corp., Senior Debentures, 8.250% due 7/15/23 (c)		4,741,125
		Total Automobiles		6,694,437
	Beverages - 0.1%
	1,750,000	Constellation Brands Inc., Senior Notes, 8.375% due 12/15/14 (c)		1,811,250
	Building Products - 0.4%
	5,000,000	American Standard Co. Inc., Senior Notes, 8.250% due 6/1/09 (c)		5,267,920
	3,515,000	Associated Materials Inc., Senior Subordinated Notes, 9.750% due 4/15/12 (c)		3,427,125
	1,160,000	Nortek Inc., Senior Subordinated Notes, 8.500% due 9/1/14		864,200
	1,925,000	NTK Holdings Inc., Senior Discount Notes, step bond to yield 11.452% due 3/1/14		943,250
		Total Building Products		10,502,495
	Capital Markets - 0.3%
		Bear Stearns Co. Inc.:
		Senior Notes:
	680,000	6.400% due 10/2/17 (c)		703,938
	1,000,000	7.250% due 2/1/18		989,134
	50,000	Subordinated Notes, 5.550% due 1/22/17		44,717
	40,000	Credit Suisse USA Inc., Senior Notes, 5.500% due 8/16/11		41,456
	80,000	Goldman Sachs Capital II, Junior Subordinated Bonds, 5.793% due 6/1/12 (d)(h)		53,333
	80,000	Goldman Sachs Group Inc., Senior Notes, 4.500% due 6/15/10		80,648
	4,150,000	Kaupthing Bank HF, Subordinated Notes, 7.125% due 5/19/16 (c)(e)		2,804,097
	130,000	Lehman Brothers Holdings Capital Trust VII, Medium-Term Notes, 5.857% due 5/31/12 (d)(h)		82,293
		Lehman Brothers Holdings Inc.:
	50,000	5.250% due 2/6/12		48,288
	3,320,000	Medium-Term Notes, 6.750% due 12/28/17 (c)		3,197,143
	460,000	Senior Notes, Medium-Term Notes, 6.200% due 9/26/14		454,306
		Merrill Lynch & Co. Inc.:
		Medium-Term Notes:
	500,000	3.700% due 4/21/08		499,575
	270,000	5.450% due 2/5/13		265,921
		Morgan Stanley:
	30,000	Medium-Term Notes, 4.401% due 10/18/16 (d)		27,069
	100,000	Subordinated Notes, 4.750% due 4/1/14		92,947
		Total Capital Markets		9,384,865
	Chemicals - 0.1%
	150,000	Arco Chemical Co., Debentures, 9.800% due 2/1/20		126,750

See Notes to Schedule of Investments.

8

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Chemicals - 0.1% (continued)
$	2,580,000	Georgia Gulf Corp., Senior Notes, 9.500% due 10/15/14 (c)	$	2,005,950
	495,000	Huntsman International LLC, Senior Subordinated Notes, 7.875% due 11/15/14		527,175
	110,000	Montell Finance Co. BV, Debentures, 8.100% due 3/15/27 (e)		73,700
		Total Chemicals		2,733,575
	Commercial Banks - 0.5%
	50,000	BAC Capital Trust XIV, Junior Subordinated Notes, 5.630% due 3/15/12 (d)(h)		36,590
	400,000	Depfa ACS Bank, 5.125% due 3/16/37 (e)		392,122
		Glitnir Banki HF:
		Notes:
	240,000	6.330% due 7/28/11 (e)		206,242
	970,000	6.375% due 9/25/12 (e)		828,415
	200,000	Subordinated Bonds, 7.451% due 9/14/16 (d)(e)(h)		162,457
	520,000	Subordinated Notes, 6.693% due 6/15/16 (d)(e)		419,411
	330,000	HBOS Capital Funding LP, Tier 1 Notes, Perpetual Bonds, 6.071% due 6/30/14 (d)(e)(h)		290,207
		ICICI Bank Ltd., Subordinated Bonds:
	320,000	6.375% due 4/30/22 (d)(e)		278,798
	100,000	6.375% due 4/30/22 (d)(e)		86,141
	120,000	Landsbanki Islands HF, 6.100% due 8/25/11 (e)		104,916
	4,500,000	Resona Preferred Global Securities Cayman Ltd., Bonds, 7.191% due 7/30/15 (d)(e)(h)		3,935,214
	1,710,000	Russian Agricultural Bank, Loan Participation Notes, 6.299% due 5/15/17 (e)		1,588,162
	60,000	Santander Issuances SA Unipersonal, Subordinated Notes, 5.805% due 6/20/16 (d)(e)		59,582
	4,575,000	Shinsei Finance Cayman Ltd., Junior Subordinated Bonds, 6.418% due 7/20/16 (d)(e)(h)		3,036,569
	90,000	SunTrust Capital, Trust Preferred Securities, 6.100% due 12/1/36 (d)		71,472
		TuranAlem Finance BV, Bonds:
	1,740,000	8.250% due 1/22/37 (c)(e)		1,377,732
	170,000	8.250% due 1/22/37 (e)		133,756
	160,000	Wachovia Corp., Subordinated Notes, 5.250% due 8/1/14		158,248
	100,000	Wells Fargo Capital X, Capital Securities, 5.950% due 12/15/36		90,391
		Total Commercial Banks		13,256,425
	Commercial Services & Supplies - 0.2%
	700,000	Allied Waste North America Inc., Senior Notes, 6.875% due 6/1/17		689,500
	1,465,000	DynCorp International LLC/DIV Capital Corp., Senior Subordinated Notes, 9.500% due 2/15/13 (c)		1,497,962
	840,000	Rental Services Corp., Senior Notes, 9.500% due 12/1/14		705,600
	2,050,000	US Investigations Services Inc., Senior Notes, 10.500% due 11/1/15 (c)(e)		1,681,000
	570,000	Waste Management Inc., Senior Note, 6.375% due 11/15/12		592,518
		Total Commercial Services & Supplies		5,166,580
	Consumer Finance - 0.8%
	50,000	American Express Co., Subordinated Debentures, 6.800% due 9/1/66 (d)		47,085
		Ford Motor Credit Co.:
	4,400,000	Notes, 7.000% due 10/1/13 (c)		3,435,736
		Senior Notes:
	5,169,000	9.750% due 9/15/10 (c)		4,606,783
	3,537,000	8.050% due 6/15/11 (c)(d)		2,809,527
		General Motors Acceptance Corp.:
	5,300,000	Bonds, 8.000% due 11/1/31 (c)		3,806,561

See Notes to Schedule of Investments.

9

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Consumer Finance - 0.8% (continued)
		Notes:
$	5,000,000	5.625% due 5/15/09 (c)	$	4,557,685
	5,000,000	6.750% due 12/1/14 (c)		3,542,825
		SLM Corp., Medium-Term Notes:
	200,000	3.531% due 1/26/09 (d)		179,107
	500,000	6.200% due 1/31/14 (d)		325,625
		Total Consumer Finance		23,310,934
	Containers & Packaging - 0.2%
	690,000	Graham Packaging Co. Inc., Senior Subordinated Notes, 9.875% due 10/15/14		583,050
	2,745,000	Graphic Packaging International Corp., Senior Subordinated Notes, 9.500% due 8/15/13 (c)		2,648,925
	1,725,000	Plastipak Holdings Inc., Senior Notes, 8.500% due 12/15/15 (e)		1,578,375
		Total Containers & Packaging		4,810,350
	Diversified Consumer Services - 0.0%
		Education Management LLC/Education Management Finance Corp.:
	195,000	Senior Notes, 8.750% due 6/1/14		165,750
	785,000	Senior Subordinated Notes, 10.250% due 6/1/16		628,000
	250,000	Service Corp. International, Debentures, 7.875% due 2/1/13		253,750
		Total Diversified Consumer Services		1,047,500
	Diversified Financial Services - 0.7%
	600,000	AAC Group Holding Corp., Senior Discount Notes, step bond to yield 9.092% due 10/1/12		489,000
	1,360,000	Aiful Corp., Notes, 5.000% due 8/10/10 (e)		1,283,284
	798,331	Air 2 US, 8.027% due 10/1/19 (e)		726,482
	575,000	American Express Credit Corp., Notes, 3.000% due 5/16/08		574,804
		Bank of America Corp.:
	330,000	5.125% due 11/15/14		336,584
	400,000	Subordinated Notes, 5.420% due 3/15/17		397,455
	3,635,000	Basell AF SCA, Senior Secured Subordinated Second Priority Notes, 8.375% due 8/15/15 (e)		2,671,725
	200,000	Capital One Bank, Notes, 5.750% due 9/15/10		194,407
	1,510,000	Citigroup Inc., 6.875% due 3/5/38		1,513,705
	915,000	El Paso Performance-Linked Trust Certificates, Senior Notes, 7.750% due 7/15/11 (e)		940,107
	70,000	General Electric Capital Corp., Subordinated Debentures, 6.375% due 11/15/67 (d)		68,617
	900,000	Glen Meadow Pass-Through Certificates, 6.505% due 2/12/67 (d)(e)		750,204
	1,170,000	HSBC Finance Corp., Senior Notes, 8.000% due 7/15/10 (c)		1,235,332
	180,000	International Lease Finance Corp., Medium-Term Notes, 4.375% due 11/1/09		178,514
	250,000	JPMorgan Chase & Co., Subordinated Notes, 5.750% due 1/2/13		261,437
		Leucadia National Corp., Senior Notes:
	520,000	8.125% due 9/15/15		525,200
	120,000	7.125% due 3/15/17		114,300
	1,500,000	LVB Acquisition Merger, Senior Subordinated Bonds, 11.625% due 10/15/17 (e)		1,507,500
	200,000	MUFG Capital Finance 1 Ltd., Preferred Securities, 6.346% due 7/25/16 (d)(h)		163,228
	600,000	Pemex Finance Ltd., Notes, 9.030% due 2/15/11		635,784
		Residential Capital LLC, Senior Notes:
	240,000	7.625% due 11/21/08		166,800
	140,000	7.098% due 4/17/09 (d)		80,500
	390,000	6.178% due 5/22/09 (d)		224,250
	630,000	7.500% due 2/22/11		311,850
	100,000	SMFG Preferred Capital, Bonds, 6.078% due 1/29/17 (d)(e)(h)		78,900
		TNK-BP Finance SA:
	1,430,000	7.500% due 7/18/16 (c)(e)		1,331,687
	250,000	6.625% due 3/20/17 (e)		216,875

See Notes to Schedule of Investments.

10

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Diversified Financial Services - 0.7% (continued)
$	4,585,000	Vanguard Health Holdings Co., II LLC, Senior Subordinated Notes, 9.000% due 10/1/14 (c)	$	4,435,987
		Total Diversified Financial Services		21,414,518
	Diversified Telecommunication Services - 0.7%
	385,000	Citizens Communications Co., Senior Notes, 7.875% due 1/15/27		332,063
	1,225,000	Deutsche Telekom International Finance, Senior Notes, 5.750% due 3/23/16 (c)		1,213,038
	10,000	Embarq Corp., Notes, 7.995% due 6/1/36		9,157
	455,000	GT Group Telecom Inc., Senior Discount Notes, 13.250% due 2/1/10 (a)(b)(f)		0
		Hawaiian Telcom Communications Inc.:
	200,000	Senior Notes, 9.750% due 5/1/13		109,000
	2,225,000	Senior Subordinated Notes, 12.500% due 5/1/15		812,125
	3,610,000	Intelsat Bermuda Ltd., Senior Notes, 11.250% due 6/15/16 (c)		3,677,687
	470,000	Koninklijke KPN NV, Senior Notes, 8.000% due 10/1/10		504,950
		Level 3 Financing Inc.:
	300,000	6.704% due 2/15/15 (d)		211,500
	500,000	Senior Notes, 9.250% due 11/1/14		411,250
	2,360,000	Nordic Telephone Co. Holdings, Senior Secured Bonds, 8.875% due 5/1/16 (e)		2,301,000
	1,255,000	Qwest Communications International Inc., Senior Notes, 7.500% due 2/15/14 (c)		1,185,975
		Telecom Italia Capital S.p.A.:
	301,000	Notes, 4.000% due 11/15/08		298,282
	380,000	Senior Notes, 5.250% due 10/1/15		345,752
	1,585,000	Verizon Florida Inc., Senior Notes, 6.125% due 1/15/13 (c)		1,653,521
		Virgin Media Finance PLC, Senior Notes:
	2,150,000	8.750% due 4/15/14 (c)		1,940,375
	910,000	9.125% due 8/15/16		819,000
	2,110,000	Wind Acquisition Finance SA, Senior Bonds, 10.750% due 12/1/15 (e)		2,162,750
	2,060,000	Windstream Corp., Senior Notes, 8.625% due 8/1/16 (c)		2,034,250
		Total Diversified Telecommunication Services		20,021,675
	Electric Utilities - 0.2%
	90,000	Duke Energy Corp., Senior Notes, 5.625% due 11/30/12		95,788
	30,000	Exelon Corp., Bonds, 5.625% due 6/15/35		26,466
		FirstEnergy Corp., Notes:
	360,000	6.450% due 11/15/11		377,136
	840,000	7.375% due 11/15/31		916,411
	290,000	Orion Power Holdings Inc., Senior Notes, 12.000% due 5/1/10		318,275
		Pacific Gas & Electric Co., Senior Bonds:
	500,000	4.200% due 3/1/11		502,393
	50,000	6.050% due 3/1/34		49,175
	2,330,000	Texas Competitive Electric Holding Co. LLC, Senior Notes, 10.500% due 11/1/16 (e)(g)		2,295,050
	545,000	VeraSun Energy Corp., Senior Notes, 9.375% due 6/1/17 (e)		376,050
		Total Electric Utilities		4,956,744
	Electronic Equipment & Instruments - 0.2%
		NXP BV/NXP Funding LLC:
	4,690,000	Senior Notes, 9.500% due 10/15/15 (c)		3,869,250
		Senior Secured Notes:
	1,000,000	7.008% due 10/15/13 (d)		828,750
	85,000	7.875% due 10/15/14		78,200
		Total Electronic Equipment & Instruments		4,776,200
	Energy Equipment & Services - 0.1%
	2,125,000	Complete Production Services Inc., Senior Notes, 8.000% due 12/15/16 (c)		2,050,625

See Notes to Schedule of Investments.

11

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Energy Equipment & Services - 0.1% (continued)
$	20,000	GulfMark Offshore Inc., Senior Subordinated Notes, 7.750% due 7/15/14	$	20,400
	500,000	Key Energy Services Inc., Senior Notes, 8.375% due 12/1/14 (e)		501,250
	145,000	Southern Natural Gas Co., Senior Notes, 8.000% due 3/1/32		159,151
		Total Energy Equipment & Services		2,731,426
	Food & Staples Retailing - 0.2%
		CVS Caremark Corp., Pass-Through Certificates:
	1,336,134	6.943% due 1/10/30 (e)		1,416,832
	253,140	5.298% due 1/11/27 (e)		241,745
		CVS Lease Pass-Through Trust:
	693,223	5.880% due 1/10/28 (e)		637,765
	767,826	6.036% due 12/10/28 (e)		733,589
	400,000	Kroger Co., Senior Notes, 6.750% due 4/15/12		428,664
	325,000	Safeway Inc., Senior Notes, 6.500% due 11/15/08		329,814
	475,000	Wal-Mart Stores Inc., Senior Notes, 4.550% due 5/1/13		488,232
		Total Food & Staples Retailing		4,276,641
	Gas Utilities - 0.1%
	2,410,000	Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes, 6.875% due 12/15/13 (c)		2,361,800
	Health Care Providers & Services - 0.6%
	70,000	Cardinal Health Inc., Senior Bonds, 5.850% due 12/15/17		70,224
	1,140,000	Community Health Systems Inc., Senior Notes, 8.875% due 7/15/15 (c)		1,149,975
		HCA Inc.:
	2,090,000	Notes, 6.375% due 1/15/15 (c)		1,779,112
	1,553,000	Senior Notes, 6.500% due 2/15/16 (c)		1,316,167
		Senior Secured Notes:
	1,080,000	9.250% due 11/15/16 (c)		1,123,200
	2,595,000	9.625% due 11/15/16 (c)(g)		2,698,800
	3,075,000	IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes, 8.750% due 6/15/14 (c)		3,075,000
		Tenet Healthcare Corp., Senior Notes:
	670,000	6.375% due 12/1/11		608,025
	2,460,000	6.500% due 6/1/12 (c)		2,183,250
	2,300,000	7.375% due 2/1/13 (c)		2,064,250
	5,000	9.875% due 7/1/14		4,863
	1,960,000	US Oncology Holdings Inc., Senior Notes, 7.949% due 3/15/12 (c)(d)(g)		1,519,000
	80,000	WellPoint Inc., Senior Notes, 5.875% due 6/15/17		78,436
		Total Health Care Providers & Services		17,670,302
	Hotels, Restaurants & Leisure - 0.3%
	640,000	Buffets Inc., Senior Notes, 12.500% due 11/1/14 (f)		22,400
	1,490,000	Caesars Entertainment Inc., Senior Subordinated Notes, 8.125% due 5/15/11 (c)		1,259,050
	620,000	Denny’s Holdings Inc., Senior Notes, 10.000% due 10/1/12		573,500
	520,000	El Pollo Loco Inc., Senior Notes, 11.750% due 11/15/13		504,400
	175,000	Herbst Gaming Inc., Senior Subordinated Notes, 8.125% due 6/1/12 (f)		32,813
	140,000	Mandalay Resort Group, Senior Subordinated Debentures, 7.625% due 7/15/13		129,850
		MGM MIRAGE Inc.:
	1,680,000	Senior Notes, 7.625% due 1/15/17 (c)		1,537,200
	1,670,000	Senior Subordinated Notes, 8.375% due 2/1/11 (c)		1,682,525
	300,000	Mohegan Tribal Gaming Authority, Senior Subordinated Notes, 6.875% due 2/15/15		243,000
	1,620,000	River Rock Entertainment Authority, Senior Secured Notes, 9.750% due 11/1/11 (c)		1,620,000
	640,000	Sbarro Inc., Senior Notes, 10.375% due 2/1/15		534,400

See Notes to Schedule of Investments.

12

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Hotels, Restaurants & Leisure - 0.3% (continued)
		Station Casinos Inc.:
		Senior Notes:
$	300,000	6.000% due 4/1/12	$	247,500
	1,205,000	7.750% due 8/15/16		976,050
	570,000	Senior Subordinated Notes, 6.875% due 3/1/16		334,875
	250,000	Turning Stone Casino Resort Enterprise, Senior Notes, 9.125% due 12/15/10 (e)		243,750
		Total Hotels, Restaurants & Leisure		9,941,313
	Household Durables - 0.2%
	200,000	Holt Group Inc., Senior Notes, 9.750% due 1/15/06 (a)(b)(f)		0
	1,120,000	K Hovnanian Enterprises Inc., Senior Notes, 8.625% due 1/15/17		868,000
	1,495,000	Norcraft Cos. LP/Norcraft Finance Corp., Senior Subordinated Notes, 9.000% due 11/1/11 (c)		1,513,688
	3,000,000	Norcraft Holdings LP/Norcraft Capital Corp., Senior Discount Notes, step bond to yield 9.471% due 9/1/12 (c)		2,640,000
		Total Household Durables		5,021,688
	Independent Power Producers & Energy Traders - 1.2%
	1,964,000	AES China Generating Co., Ltd., 8.250% due 6/26/10 (c)		1,854,945
		AES Corp.:
		Senior Notes:
	717,000	8.875% due 2/15/11		754,643
	3,100,000	7.750% due 3/1/14 (c)		3,134,875
	420,000	7.750% due 10/15/15		425,250
	3,570,000	8.000% due 10/15/17 (c)		3,632,475
		Dynegy Holdings Inc., Senior Notes:
	3,000,000	8.375% due 5/1/16 (c)		2,985,000
	390,000	7.750% due 6/1/19		366,600
		Edison Mission Energy, Senior Notes:
	1,130,000	7.750% due 6/15/16 (c)		1,169,550
	600,000	7.625% due 5/15/27		567,000
	8,690,000	Energy Future Holdings, Senior Notes, 11.250% due 11/1/17 (e)(g)		8,646,550
		Mirant Mid Atlantic LLC, Pass-Through Certificates:
	384,647	9.125% due 6/30/17		425,516
	2,143,448	10.060% due 12/30/28 (c)		2,464,965
		NRG Energy Inc., Senior Notes:
	1,300,000	7.250% due 2/1/14 (c)		1,287,000
	5,185,000	7.375% due 2/1/16 (c)		5,094,262
	200,000	7.375% due 1/15/17		195,000
	1,325,000	TXU Corp., Senior Notes, 5.550% due 11/15/14 (c)		1,041,239
		Total Independent Power Producers & Energy Traders		34,044,870
	Industrial Conglomerates - 0.2%
	450,000	General Electric Co., Notes, 5.000% due 2/1/13		466,619
	699,000	Koppers Inc., Senior Notes, 9.875% due 10/15/13		737,445
		Tyco International Group SA:
		Notes:
	100,000	6.125% due 11/1/08		100,762
	40,000	6.125% due 1/15/09		40,465
	1,170,000	6.000% due 11/15/13 (c)		1,176,259
	1,780,000	6.875% due 1/15/29 (c)		1,745,075
	300,000	Senior Notes, 6.375% due 10/15/11		299,179
		Total Industrial Conglomerates		4,565,804
	Insurance - 0.0%
	220,000	American International Group Inc., Medium-Term Notes, 5.850% due 1/16/18		216,292

See Notes to Schedule of Investments.

13

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Insurance - 0.0% (continued)
$	130,000	MetLife Inc., Junior Subordinated Debentures, 6.400% due 12/15/36	$	103,599
	490,000	Travelers Cos. Inc., Junior Subordinated Debentures, 6.250% due 3/15/37 (d)		432,902
		Total Insurance		752,793
	IT Services - 0.1%
	430,000	Ceridian Corp., Senior Notes, 12.250% due 11/15/15 (e)(g)		360,125
	90,000	Electronic Data Systems Corp., Notes, 7.125% due 10/15/09		91,825
	3,018,000	SunGard Data Systems Inc., Senior Subordinated Notes, 10.250% due 8/15/15 (c)		3,048,180
		Total IT Services		3,500,130
	Machinery - 0.0%
	140,000	Terex Corp., Senior Subordinated Notes, 7.375% due 1/15/14		139,300
	Media - 0.8%
		Affinion Group Inc.:
	1,030,000	Senior Notes, 10.125% due 10/15/13 (c)		1,028,713
	250,000	Senior Subordinated Notes, 11.500% due 10/15/15		242,500
	5,754,000	CCH I LLC/CCH Capital Corp., Senior Secured Notes, 11.000% due 10/1/15 (c)		4,027,800
		CCH II LLC/CCH II Capital Corp., Senior Notes:
	1,590,000	10.250% due 9/15/10 (c)		1,454,850
	659,000	10.250% due 10/1/13		568,388
	490,000	Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp., Senior Discount Notes, 11.750% due 5/15/11		297,063
	1,280,000	Charter Communications Inc., Senior Secured Notes, 10.875% due 9/15/14 (e)		1,267,200
	70,000	Clear Channel Communications Inc., Senior Notes, 6.250% due 3/15/11		61,815
	225,000	Comcast Cable Communications Holdings Inc., Notes, 8.375% due 3/15/13		250,192
		Comcast Corp., Notes:
	730,000	6.500% due 1/15/15		748,582
	1,950,000	6.500% due 1/15/17 (c)		1,994,889
	2,210,000	Dex Media Inc., Discount Notes, step bond to yield 8.765% due 11/15/13 (c)		1,602,250
	2,830,000	Idearc Inc., Senior Notes, 8.000% due 11/15/16 (c)		1,846,575
	70,000	News America Inc., Notes, 6.650% due 11/15/37 (e)		70,823
		R.H. Donnelley Corp.:
	1,440,000	Senior Discount Notes, 6.875% due 1/15/13		885,600
	2,175,000	Senior Notes, 8.875% due 1/15/16 (c)		1,386,562
	310,000	Time Warner Entertainment Co., LP, Senior Notes, 8.375% due 7/15/33		349,786
		Time Warner Inc.:
	190,000	Senior Debentures, 7.700% due 5/1/32		200,594
	2,790,000	Senior Notes, 6.875% due 5/1/12 (c)		2,882,765
	900,000	TL Acquisitions Inc., Senior Notes, 10.500% due 1/15/15 (e)		778,500
		Total Media		21,945,447
	Metals & Mining - 0.5%
	2,385,000	Freeport-McMoRan Copper & Gold Inc., Senior Notes, 8.375% due 4/1/17 (c)		2,537,043
	1,725,000	Metals USA Inc., Senior Secured Notes, 11.125% due 12/1/15 (c)		1,699,125
	645,000	Noranda Aluminum Holding Corp., Senior Notes, 10.488% due 11/15/14 (d)(e)(g)		477,300
	1,935,000	Novelis Inc., Senior Notes, 7.250% due 2/15/15 (c)		1,722,150
	2,960,000	Ryerson Inc., Senior Secured Notes, 12.000% due 11/1/15 (e)		2,812,000
		Steel Dynamics Inc., Senior Notes:
	240,000	7.375% due 11/1/12 (e)		243,600
	3,320,000	7.750% due 4/15/16 (e)		3,340,750
	610,000	Tube City IMS Corp., Senior Subordinated Notes, 9.750% due 2/1/15		539,850
		Vale Overseas Ltd., Notes:
	50,000	8.250% due 1/17/34		56,083

See Notes to Schedule of Investments.

14

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Metals & Mining - 0.5% (continued)
$	2,050,000	6.875% due 11/21/36 (c)	$	2,010,466
		Total Metals & Mining		15,438,367
	Multi-Utilities - 0.0%
	600,000	Dominion Resources Inc., Senior Notes, 5.700% due 9/17/12		628,934
	Multiline Retail - 0.1%
	1,045,000	Dollar General Corp., Senior Subordinated Notes, 11.875% due 7/15/17 (g)		919,600
	2,285,000	Neiman Marcus Group Inc., Senior Subordinated Notes, 10.375% due 10/15/15 (c)		2,296,425
		Total Multiline Retail		3,216,025
	Oil, Gas & Consumable Fuels - 1.7%
	500,000	Anadarko Finance Co., Senior Notes, 7.500% due 5/1/31		564,179
	740,000	Anadarko Petroleum Corp., Senior Notes, 5.950% due 9/15/16		766,536
	1,325,000	Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12 (c)		1,334,937
		Chesapeake Energy Corp., Senior Notes:
	2,125,000	6.375% due 6/15/15 (c)		2,071,875
	1,540,000	6.875% due 1/15/16 (c)		1,532,300
	525,000	Compagnie Generale de Geophysique SA, Senior Notes, 7.500% due 5/15/15		535,500
	1,130,000	ConocoPhillips Holding Co., Senior Notes, 6.950% due 4/15/29 (c)		1,290,454
		El Paso Corp.:
		Medium-Term Notes:
	400,000	7.375% due 12/15/12		405,984
	1,175,000	7.800% due 8/1/31 (c)		1,212,293
	2,780,000	7.750% due 1/15/32 (c)		2,869,057
	1,620,000	Senior Subordinated Notes, 7.000% due 6/15/17 (c)		1,674,285
	740,000	Enterprise Products Operating LP, Junior Subordinated Notes, 8.375% due 8/1/66 (d)		721,345
	2,125,000	EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11 (c)		2,077,187
		Gazprom, Loan Participation Notes:
	2,420,000	6.212% due 11/22/16 (e)		2,244,550
	100,000	Senior Notes, 6.510% due 3/7/22 (e)		89,375
	80,000	Hess Corp., Notes, 7.300% due 8/15/31		90,401
	1,045,000	International Coal Group Inc., Senior Notes, 10.250% due 7/15/14 (c)		1,005,813
		Kerr-McGee Corp.:
	1,730,000	6.950% due 7/1/24 (c)		1,838,549
		Notes:
	2,600,000	6.875% due 9/15/11 (c)		2,796,953
	145,000	7.875% due 9/15/31		170,289
		Kinder Morgan Energy Partners LP:
	60,000	6.750% due 3/15/11		62,899
		Senior Notes:
	10,000	6.300% due 2/1/09		10,198
	160,000	7.125% due 3/15/12		170,134
	50,000	5.000% due 12/15/13		49,359
	1,350,000	6.000% due 2/1/17 (c)		1,345,756
	85,000	Mariner Energy Inc., Senior Notes, 7.500% due 4/15/13		82,025
		OPTI Canada Inc., Senior Secured Notes:
	400,000	7.875% due 12/15/14		393,000
	1,230,000	8.250% due 12/15/14 (c)		1,223,850
	750,000	Overseas Shipholding Group Inc., Senior Notes, 7.500% due 2/15/24		658,125
	1,350,000	Parker Drilling Co., Senior Notes, 9.625% due 10/1/13 (c)		1,427,625
	77,000	Pemex Project Funding Master Trust, Senior Bonds, 6.625% due 6/15/35		79,782
	60,000	Petrobras International Finance Co., Senior Notes, 6.125% due 10/6/16		60,132
	400,000	Petroplus Finance Ltd., Senior Note, 7.000% due 5/1/17 (e)		359,000

See Notes to Schedule of Investments.

15

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Oil, Gas & Consumable Fuels - 1.7% (continued)
$	1,900,000	Quicksilver Resources Inc., Senior Subordinated Notes, 7.125% due 4/1/16 (c)	$	1,843,000
	2,185,000	SemGroup LP, Senior Notes, 8.750% due 11/15/15 (e)		2,010,200
	3,030,000	Stone Energy Corp., Senior Subordinated Notes, 6.750% due 12/15/14 (c)		2,772,450
	1,060,000	Teekay Shipping Corp., Senior Notes, 8.875% due 7/15/11 (c)		1,126,250
		Whiting Petroleum Corp., Senior Subordinated Notes:
	1,049,000	7.250% due 5/1/12 (c)		1,041,132
	1,415,000	7.000% due 2/1/14 (c)		1,407,925
		Williams Cos. Inc.:
	98,000	Debentures, 7.500% due 1/15/31		102,655
	1,770,000	Notes, 8.750% due 3/15/32 (c)		2,053,200
		Senior Notes:
	2,500,000	7.625% due 7/15/19 (c)		2,681,250
	780,000	7.750% due 6/15/31		832,650
	1,820,000	XTO Energy Inc., Senior Notes, 7.500% due 4/15/12 (c)		2,017,537
		Total Oil, Gas & Consumable Fuels		49,101,996
	Paper & Forest Products - 0.3%
		Abitibi-Consolidated Co. of Canada:
		Senior Notes:
	100,000	7.750% due 6/15/11		54,500
	800,000	8.375% due 4/1/15		416,000
	3,470,000	Senior Secured Notes, 13.750% due 4/1/11 (e)		3,565,425
	745,000	Abitibi-Consolidated Inc., Debentures, 7.400% due 4/1/18		331,525
	2,845,000	Appleton Papers Inc., Senior Subordinated Notes, 9.750% due 6/15/14 (c)		2,709,862
	2,105,000	NewPage Corp., Senior Secured Notes, 9.489% due 5/1/12 (c)(d)		2,094,475
	600,000	Weyerhaeuser Co., Notes, 6.750% due 3/15/12		631,400
		Total Paper & Forest Products		9,803,187
	Pharmaceuticals - 0.0%
	2,243,000	Leiner Health Products Inc., Senior Subordinated Notes, 11.000% due 6/1/12 (b)(f)		8,411
	Real Estate Investment Trusts (REITs) - 0.0%
	700,000	Forest City Enterprises Inc., Senior Notes, 6.500% due 2/1/17		633,500
	Real Estate Management & Development - 0.0%
	905,000	Ashton Woods USA LLC/Ashton Woods Finance Co., Senior Subordinated Notes, 9.500% due 10/1/15		488,700
	1,755,000	Realogy Corp., Senior Subordinated Notes, 12.375% due 4/15/15		789,750
		Total Real Estate Management & Development		1,278,450
	Road & Rail - 0.2%
	2,090,000	Grupo Transportacion Ferroviaria Mexicana SA de CV, Senior Notes, 9.375% due 5/1/12 (c)		2,168,375
	3,445,000	Hertz Corp., Senior Subordinated Notes, 10.500% due 1/1/16 (c)		3,242,606
	30,000	Kansas City Southern de Mexico, Senior Notes, 7.625% due 12/1/13		28,350
	100,000	Kansas City Southern Railway, Senior Notes, 7.500% due 6/15/09		102,000
	360,049	Union Pacific Corp., Pass-Through Certificates, 5.404% due 7/2/25		362,033
		Total Road & Rail		5,903,364
	Semiconductors & Semiconductor Equipment - 0.0%
	1,230,000	Freescale Semiconductor Inc., Senior Notes, 8.875% due 12/15/14		968,625
	Software - 0.0%
	110,000	Activant Solutions Inc., Senior Subordinated Notes, 9.500% due 5/1/16		92,950
	Specialty Retail - 0.0%
	875,000	Blockbuster Inc., Senior Subordinated Notes, 9.000% due 9/1/12		717,500

See Notes to Schedule of Investments.

16

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	Specialty Retail - 0.0% (continued)
$	25,000	Eye Care Centers of America, Senior Subordinated Notes, 10.750% due 2/15/15	$	25,625
	290,000	Michaels Stores Inc., Senior Subordinated Bonds, 11.375% due 11/1/16		229,100
		Total Specialty Retail		972,225
	Textiles, Apparel & Luxury Goods - 0.0%
	1,914,000	Simmons Co., Senior Discount Notes, step bond to yield 9.995% due 12/15/14 (c)		1,244,100
	Thrifts & Mortgage Finance - 0.1%
		Countrywide Financial Corp., Medium-Term Notes:
	30,000	2.874% due 6/18/08 (d)		29,494
	20,000	4.786% due 1/5/09 (d)		18,723
	1,300,000	Countrywide Home Loans Inc., Notes, 5.625% due 7/15/09 (c)		1,193,028
	1,250,000	Ocwen Capital Trust I, Capital Securities, 10.875% due 8/1/27 (a)(c)		1,075,000
		Total Thrifts & Mortgage Finance		2,316,245
	Tobacco - 0.0%
		Alliance One International Inc., Senior Notes:
	430,000	8.500% due 5/15/12		406,350
	200,000	11.000% due 5/15/12		204,000
		Total Tobacco		610,350
	Trading Companies & Distributors - 0.1%
	1,730,000	Ashtead Capital Inc., Notes, 9.000% due 8/15/16 (c)(e)		1,409,950
	1,040,000	H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16		863,200
	2,075,000	Penhall International Corp., Senior Secured Notes, 12.000% due 8/1/14 (e)		1,763,750
		Total Trading Companies & Distributors		4,036,900
	Transportation Infrastructure - 0.0%
		Saint Acquisition Corp.:
	990,000	Secured Notes, 12.500% due 5/15/17 (e)		408,375
	390,000	Senior Secured Notes, 10.815% due 5/15/15 (d)(e)		156,975
		Total Transportation Infrastructure		565,350
	Wireless Telecommunication Services - 0.4%
	480,000	ALLTEL Communications Inc., Senior Notes, 10.375% due 12/1/17 (e)(g)		415,200
	165,000	MetroPCS Wireless Inc., Senior Notes, 9.250% due 11/1/14		152,625
	4,400,000	New Cingular Wireless Services Inc., Notes, 8.125% due 5/1/12 (c)		4,928,317
	60,000	Nextel Communications Inc., Senior Notes, 6.875% due 10/31/13		47,435
		Sprint Capital Corp.:
	10,000	Notes, 8.750% due 3/15/32		8,469
		Senior Notes:
	3,385,000	8.375% due 3/15/12 (c)		3,133,670
	1,000,000	6.875% due 11/15/28		746,756
	3,060,000	True Move Co., Ltd., 10.750% due 12/16/13 (e)		2,891,700
		Total Wireless Telecommunication Services		12,324,172
		TOTAL CORPORATE BONDS & NOTES (Cost - $397,039,616)		361,706,127
	MORTGAGE-BACKED SECURITIES - 4.2%
	FHLMC - 1.6%
		Federal Home Loan Mortgage Corp. (FHLMC):
	37,146	8.000% due 7/1/20		39,785
	10,769,645	5.118% due 6/1/35 (c)(d)		10,954,701
	365,118	6.670% due 8/1/36 (d)		378,352
	641,288	6.895% due 8/1/36 (d)		653,565

See Notes to Schedule of Investments.

17

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	FHLMC - 1.6% (continued)
$	953,603	6.485% due 9/1/36 (c)(d)	$	992,530
	361,100	6.659% due 10/1/36 (d)		372,250
	644,899	5.944% due 5/1/37 (d)		659,576
		Gold:
	947,268	7.000% due 6/1/17 (c)		994,125
	29,420,165	6.000% due 7/1/21-2/1/36 (c)		30,288,856
	139,801	8.500% due 9/1/25		154,970
	54,793	6.500% due 3/1/26-5/1/26		57,454
	1,152,890	6.500% due 8/1/29 (c)		1,208,286
		TOTAL FHLMC		46,754,450
	FNMA - 2.5%
		Federal National Mortgage Association (FNMA):
	724,429	6.500% due 10/1/10-5/1/29		757,644
	665,126	8.000% due 12/1/12-2/1/31		685,532
	576,394	5.500% due 1/1/14		591,514
	778,259	7.000% due 3/15/15-4/1/29		819,369
	1,776,009	5.000% due 7/1/18-1/1/36		1,788,871
	299,242	4.500% due 11/1/23		294,947
	44,171	9.000% due 1/1/24		48,525
	798,918	7.500% due 11/1/26-7/1/32		861,382
	47,403	8.500% due 10/1/30		52,280
	1,821,777	7.000% due 6/1/32 (c)		1,955,286
	3,250,430	5.500% due 4/1/35 (c)		3,288,324
	148,795	5.143% due 9/1/35 (d)		152,169
	481,612	5.624% due 8/1/37 (d)		495,309
	50,900,000	5.000% due 4/14/38-5/13/38 (i)		50,367,744
	13,500,000	5.500% due 4/14/38 (i)		13,628,669
		TOTAL FNMA		75,787,565
	GNMA - 0.1%
		Government National Mortgage Association (GNMA):
	299,630	7.000% due 2/15/24-12/15/31		320,780
	1,070,324	7.000% due 7/15/31 (c)		1,144,178
		TOTAL GNMA		1,464,958
		TOTAL MORTGAGE-BACKED SECURITIES (Cost - $122,383,107)		124,006,973
	SOVEREIGN BONDS - 0.1%
	Mexico - 0.0%
		United Mexican States, Medium-Term Notes, Series A:
	486,000	5.625% due 1/15/17		511,515
	190,000	6.750% due 9/27/34		212,097
		Total Mexico		723,612
	Russia - 0.1%
	1,952,270	Russian Federation, 7.500% due 3/31/30 (c)(e)		2,250,601
	Supranational - 0.0%
	1,200,000	Corporacion Andina de Fomento, Notes, 6.875% due 3/15/12 (c)		1,291,579
		TOTAL SOVEREIGN BONDS (Cost - $3,970,704)		4,265,792
	U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.2%
	U.S. Government Agencies - 0.1%
	475,000	Federal Farm Credit Bank (FFCB), 3.750% due 4/9/10		489,060

See Notes to Schedule of Investments.

18

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
	U.S. Government Agencies - 0.1% (continued)
		Federal Home Loan Bank (FHLB):
$	600,000	Bonds, 4.625% due 10/10/12	$	636,955
	300,000	Global Bonds, 5.500% due 7/15/36		329,081
		Federal Home Loan Mortgage Corp. (FHLMC):
	430,000	5.250% due 2/24/11		440,048
	500,000	4.625% due 5/28/13		501,321
	490,000	Medium-Term Notes, 5.450% due 11/21/13		497,778
	790,000	Federal National Mortgage Association (FNMA), Notes, 5.625% due 5/19/11		817,608
	190,000	Tennessee Valley Authority, Bonds, 5.980% due 4/1/36		214,531
		Total U.S. Government Agencies		3,926,382
	U.S. Government Obligations - 0.1%
		U.S. Treasury Bonds:
	20,000	8.750% due 5/15/17		28,186
	20,000	4.750% due 2/15/37		21,517
	170,000	U.S. Treasury Notes, 4.500% due 9/30/11		184,291
		U.S. Treasury Strip Principal (STRIPS):
	525,000	Zero coupon bond to yield 4.350% due 5/15/13		459,932
	500,000	Zero coupon bond to yield 4.829% due 2/15/16		384,339
		Total U.S. Government Obligations		1,078,265
		TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS (Cost - $4,759,679)		5,004,647
	U.S. TREASURY INFLATION PROTECTED SECURITIES - 0.6%
		U.S. Treasury Bonds, Inflation Indexed:
	4,876,783	2.375% due 1/15/27 (c)		5,324,842
	359,461	3.875% due 4/15/29		486,031
		U.S. Treasury Notes, Inflation Indexed:
	180,162	3.875% due 1/15/09		186,735
	1	2.375% due 4/15/11		1
	151,902	1.875% due 7/15/15		164,019
	1	2.000% due 1/15/16		2
	1	2.500% due 7/15/16		1
	9,941,940	2.375% due 1/15/17 (c)		11,099,251
		TOTAL U.S. TREASURY INFLATION PROTECTED SECURITIES (Cost - $15,104,666)		17,260,882
WARRANTS
	WARRANTS - 0.0%
	505	Cybernet Internet Services International Inc., Expires 7/1/09 (a)(b)(e)*		0
	455	GT Group Telecom Inc., Class B Shares, Expires 2/1/10 (a)(b)(e)*		0
	485	IWO Holdings Inc., Expires 1/15/11 (a)(b)(e)*		0
	505	Merrill Corp., Class B Shares, Expires 5/1/09 (a)(b)(e)*		0
		TOTAL WARRANTS (Cost - $194,409)		0
CONTRACTS
	PURCHASED OPTIONS - 0.9%
	268	Eurodollar Futures, Put @ $94.00, expires 6/16/08		1,675
	1,546	General Electric Co., Call @ $30.00, expires 1/16/10		1,406,860
	8,015	Johnson & Johnson, Call @ $60.00, expires 1/17/09		5,850,950
	4,030	Johnson & Johnson, Call @ $65.00, expires 1/17/09		1,692,600
	4,672	S&P 500 Index, Put @ $1,300.00, expires 5/17/08		16,819,200
		TOTAL PURCHASED OPTIONS (Cost - $27,882,836)		25,771,285

See Notes to Schedule of Investments.

19

LEGG MASON PARTNERS CAPITAL AND INCOME FUND

Schedule of Investments (unaudited) (continued) March 31, 2008

FACE AMOUNT		SECURITY	VALUE
		TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS (Cost - $2,809,194,580)	$	2,662,378,579
	SHORT-TERM INVESTMENTS - 8.5%
	U.S. Government Agency - 0.1%
$	2,940,000	Federal National Mortgage Association (FNMA), Discount Notes, 1.691%-1.825% due 12/15/08 (j)(k) (Cost - $2,904,124)		2,898,808
	Repurchase Agreements - 8.4%
	196,410,000	Interest in $1,000,332,000 joint tri-party repurchase agreement dated 3/31/08 with Greenwich Capital Markets Inc., 2.250% due 4/1/08; Proceeds at maturity - $196,422,276; (Fully collateralized by various U.S. government agency obligations, 2.500% to 7.250% due 7/15/08 to 5/18/12; Market value - $200,339,067)		196,410,000
	50,212,000	Morgan Stanley tri-party repurchase agreement dated 3/31/08, 2.250% due 4/1/08; Proceeds at maturity - $50,215,138; (Fully collateralized by various U.S. government agency obligations, 4.075% to 6.000% due 1/15/13 to 4/12/17; Market value - $51,953,872) (c)		50,212,000
		Total Repurchase Agreements (Cost - $246,622,000)		246,622,000
		TOTAL SHORT-TERM INVESTMENTS (Cost - $249,526,124)		249,520,808
		TOTAL INVESTMENTS - 99.4% (Cost - $3,058,720,704#)		2,911,899,387
		Other Assets in Excess of Liabilities - 0.6%		17,694,502
		TOTAL NET ASSETS - 100.0%	$	2,929,593,889

* Non-income producing security.

(a) Security is valued in good faith at fair value by or under the direction of the Board of Trustees (See Note 2).

(b) Illiquid security.

(c) All or a portion of this security is segregated for open futures contracts, extended settlements, written options, swap contracts, foreign currency contracts, and on securities traded on a to-be-announced (“TBA”) basis.

(d) Variable rate security. Interest rate disclosed is that which is in effect at March 31, 2008.

(e) 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 Trustees, unless otherwise noted.

(f) Security is currently in default.

(g) Payment-in-kind security for which part of the income earned may be paid as additional principal.

(h) Security has no maturity date. The date shown represents the next call date.

(i) This security is traded on a TBA basis (See Note 1).

(j) Rate shown represents yield-to-maturity.

(k) All or a portion of this security is held at the broker as collateral for open futures contracts.

# Aggregate cost for federal income tax purposes is substantially the same.

Schedule of Options Written

Contracts	Security	Expiration Date	Strike Price		Value
3	Eurodollar Futures, Put	6/16/08	$	96.50	$	19
46	U.S. Treasury Notes 10-Year Futures, Call	5/23/08		119.00		81,219
46	U.S. Treasury Notes 10-Year Futures, Put	5/23/08		110.00		1,437
	Total Options Written (Premiums Received - $50,131)				$	82,675

Abbreviations used in this schedule:
ADR	—	American Depositary Receipt
ARM	—	Adjustable Rate Mortgage
PAC	—	Planned Amortization Class
STRIPS	—	Separate Trading of Registered Interest and Principal Securities

See Notes to Schedule of Investments.

20

Notes to Schedule of Investments (unaudited)

1. Organization and Significant Accounting Policies

Legg Mason Partners Capital and Income Fund (the “Fund”) is a separate diversified investment series of Legg Mason Partners Equity Funds (the “Trust”). The Trust, a Maryland business trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

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

(a) 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.

(b) Financial Futures Contracts. The Fund may enter into financial futures contracts to hedge against the economic impact of adverse changes in the market value of the portfolio securities because of the changes in stock market prices or interest rates, as a substitute for buying of selling securities, as a cash management technique, and to increase the Fund’s total return. Upon entering into a financial futures contract, the Fund is required to deposit cash or securities as initial margin, equal to a certain percentage of the contract amount (initial margin deposit). Additional securities are also segregated up to the current market value of the financial futures contracts. Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying financial instruments. For foreign denominated futures, variation margins are not settled daily. The Fund recognizes an unrealized gain or loss equal to the fluctuation in the value. When the financial futures contracts are closed, a realized gain or loss is recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts.

The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying financial instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the initial margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

(c) Written Options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the Fund realizes a gain from investments equal to the amount of the premium received. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is treated as a realized gain or loss. When a written put option is exercised, the amount of the premium received is added to the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.

The risk in writing a covered call option is that the Fund may forego the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. The risk in writing a call option is that the Fund is exposed to the risk of loss if the market price of the underlying security increases. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

(d) Swap Contracts. Swaps involve the exchange by the Fund with another party of the respective amounts payable with respect to a notional principal amount related to one or more indices. The Fund may enter into these transactions to preserve a return or spread on a particular investment or portion of its assets, as a duration management technique, or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. The Fund may also use these transactions for speculative purposes, such as to obtain the price performance of a security without

21

Notes to Schedule of Investments (unaudited) (continued)

actually purchasing the security in circumstances where, for example, the subject security is illiquid, is unavailable for direct investment or available only on less attractive terms.

Swaps are marked-to-market daily based upon quotations from market makers and the change in value, if any, is recorded as an unrealized gain or loss in the Statement of Operations. Net receipts or payments of interest are recorded as realized gains or losses, respectively.

Swaps have risks associated with them, including possible default by the counterparty to the transaction, illiquidity and, where swaps are used as hedges, the risk that the use of a swap could result in losses greater than if the swap had not been employed.

(e) Credit Default Swaps. The Fund may enter into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate issuers or sovereign issuers of an emerging country, on a specified obligation. The Fund may use a CDS to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Fund has exposure to the sovereign issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will pay to the buyer of the protection an amount up to the notional value of the swap, and in certain instances take delivery of the security. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

Payments received or made at the beginning of the measurement period are reflected as such on the Statement of Assets and Liabilities. These upfront payments are recorded as realized gain or loss on the Statement of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by the Fund are recorded as realized gain or loss on the Statement of Operations.

Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.

(f) Mortgage Dollar Rolls. The Fund may enter into dollar rolls in which the Fund sells mortgage-backed securities for delivery in the current month, realizing a gain or loss, and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities to settle on a specified future date. During the roll period, the Fund forgoes interest paid on the securities. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and by the lower repurchase price at the specified future date. The Fund maintains a segregated account, the dollar value of which is at least equal to its obligations with respect to dollar rolls.

The Fund executes its mortgage dollar rolls entirely in the to-be-announced (“TBA”) market, where the Fund makes a forward commitment to purchase a security and, instead of accepting delivery, the position is offset by a sale of the security with a simultaneous agreement to repurchase at a future date.

The risk of entering into a mortgage dollar roll is that the market value of the securities the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Fund’s use of proceeds of the dollar roll may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.

(g) Securities Traded on a To-Be-Announced Basis. The Fund may trade securities on a to-be-announced (“TBA”) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the issuer and for which specific information is not known, such as the face amount and maturity date and the underlying pool of investments in U.S. government agency mortgage pass-through securities. Securities purchased on a TBA basis are not settled until they are delivered to the Fund, normally 15 to 45 days after purchase. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.

22

Notes to Schedule of Investments (unaudited) (continued)

(h) Stripped Securities. The Fund invests in “Stripped Securities,” a term used collectively for stripped fixed income securities. Stripped securities can be principal only securities (“PO”), which are debt obligations that have been stripped of unmatured interest coupons or, interest only securities (“IO”), which are unmatured interest coupons that have been stripped from debt obligations. As is the case with all securities, the market value of Stripped Securities will fluctuate in response to changes in economic conditions, interest rates and the market’s perception of the securities. However, fluctuations in response to interest rates may be greater in Stripped Securities than for debt obligations of comparable maturities that pay interest currently. The amount of fluctuation increases with a longer period of maturity.

The yield to maturity on IO’s is sensitive to the rate of principal repayments (including prepayments) on the related underlying debt obligation and principal payments may have a material effect on yield to maturity. If the underlying debt obligation experiences greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IO’s.

(i) Forward Foreign Currency Contracts. The Fund may enter into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed.

Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected in the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

(j) 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 at 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.

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

2. Investment Valuation

Effective January 1, 2008, the Fund adopted Statement of Financial Accounting Standards No. 157 (“FAS 157”). FAS 157 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund’s investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.

• Level 1 – quoted prices in active markets for identical investments

• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

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. 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. 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

23

Notes to Schedule of Investments (unaudited) (continued)

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.

The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value:

	3/31/2008		Quoted Prices (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in Securities	$	2,911,899,387	$	2,069,449,985	$	841,374,398	$	1,075,004
Other Financial Instruments*		645,186		511,334		133,852		—
Total	$	2,912,544,573	$	2,069,961,319	$	841,508,250	$	1,075,004

* Other financial instruments include options, futures, swaps and forward contracts.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments in Securities
Balance as of 12/31/07	$	155,303
Accrued Premiums/Discounts		—
Realized Gain		1,037
Change in unrealized depreciation		(224,014	)
Net purchases (sales)		(1,037	)
Transfers in and/or out of Level 3		1,143,715
Balance as of 3/31/08	$	1,075,004

At March 31, 2008, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

Gross unrealized appreciation	$	136,290,414
Gross unrealized depreciation		(283,111,731	)
Net unrealized depreciation	$	(146,821,317	)

At March 31, 2008, the Fund had the following open futures contracts:

	Number of Contracts	Expiration Date	Basis Value		Market Value		Unrealized Gain (Loss)
Contracts to Buy:
Eurodollar	35	6/08	$	8,354,125	$	8,551,375	$	197,250
Eurodollar	4	9/08		976,395		979,050		2,655
Federal Republic of Germany, 10 Year Bonds	217	6/08		40,044,196		39,774,983		(269,213	)
U.S. Treasury 2-Year Notes	248	6/08		52,950,787		53,234,750		283,963
U.S. Treasury 5-Year Notes	928	6/08		104,342,984		106,009,500		1,666,516
U.S. Treasury Bonds	126	6/08		14,556,013		14,968,406		412,393
								2,293,564
Contracts to Sell:
U.S. Treasury 10-Year Notes	470	6/08	$	54,158,283	$	55,907,969	$	(1,749,686	)
Net Unrealized Gain on Open Futures Contracts							$	543,878

During the period ended March 31, 2008, written option transactions for the Fund were as follows:

	Number of Contracts		Premiums
Options written, outstanding December 31, 2007	51,684		$	14,745,050
Options written	29,234			5,718,987
Options closed	(77,505	)		(19,699,075	)
Options expired	(3,318	)		(714,831	)
Options written, outstanding March 31, 2008	95		$	50,131

24

Notes to Schedule of Investments (unaudited) (continued)

At March 31, 2008, the Fund had the following open forward foreign currency contracts:

Foreign Currency	Local Currency	Market Value		Settlement Date	Unrealized Gain(Loss)
Contracts to Buy:
Japanese Yen	835,590,000	$	8,386,828	5/7/08	$	474,044
Contracts to Sell:
British Pound	2,784,000		5,512,879	5/7/08		(5,827	)
Euro	5,960,000		9,406,104	5/7/08		(579,343	)
Net Unrealized Loss on Open Forward Foreign Currency Contracts					$	(111,126	)

At March 31, 2008, the Fund held the following interest rate swap contracts:

Swap Counterparty:	Barclays Capital Inc.
Effective Date:	11/19/07
Notional Amount:	$3,700,000
Payments Made by Fund:	Floating Rate, 3 Month Libor
Payments Received by Fund:	Fixed Rate, 4.000%
Termination Date:	12/15/09
Unrealized Appreciation	$96,851

Swap Counterparty:	Barclays Capital Inc.
Effective Date:	11/16/07
Notional Amount:	$3,419,000
Payments Made by Fund:	Floating Rate, 3 Month Libor
Payments Received by Fund:	Fixed Rate, 4.400%
Termination Date:	5/31/12
Unrealized Appreciation	$169,915

At March 31, 2008, the Fund held the following credit default swap contracts:

Swap Counterparty:	Barclays Capital Inc.
Effective Date:	11/2/07
Reference Entity:	MBIA Insurance Corp.
Notional Amount:	$190,000
Payments Made by Fund:	Payment only if credit event occurs
Payments Received by Fund:	Fixed Rate, 3.100%
Termination Date:	12/20/12
Unrealized Appreciation	$25,798

Notes to Schedule of Investments (unaudited) (continued)

Swap Counterparty:	Barclays Capital Inc.
Effective Date:	11/2/07
Reference Entity:	AMBAC Assurance Corp.
Notional Amount:	$160,000
Payments Received by Fund:	Payment only if credit event occurs
Payments Made by Fund:	Fixed Rate, 3.600%
Termination Date:	12/20/12
Unrealized Depreciation	$(18,299)

Swap Counterparty:	Barclays Capital Inc.
Effective Date:	11/2/07
Reference Entity:	AMBAC Assurance Corp.
Notional Amount:	$100,000

Payments Received by Fund:	Payment only if credit event occurs
Payments Made by Fund:	Fixed Rate, 3.600%
Termination Date:	12/20/12
Unrealized Depreciation	$(11,436)

Swap Counterparty:	Barclays Capital Inc.
Effective Date:	11/2/07
Reference Entity:	MBIA Insurance Corp.
Notional Amount:	$130,000
Payments Made by Fund:	Payment only if credit event occurs
Payments Received by Fund:	Fixed Rate, 3.050%
Termination Date:	12/20/12
Unrealized Depreciation	$(17,851)

At March 31, 2008, the Fund held TBA securities with a total cost of $63,291,203.

3. Recent Accounting Pronouncement

In March 2008, the Financial Accounting Standards Board issued the Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effect on the Fund’s financial position, performance and cash flows. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statements and related disclosures.

25

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.

Legg Mason Partners Equity Trust
By:	/s/    R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer

Date: May 28, 2008

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: May 28, 2008

By:	/s/    Kaprel Ozsolak
	Kaprel Ozsolak
	Chief Financial Officer

Date: May 28, 2008

EX-99.CERT

CERTIFICATIONS

I, R. Jay Gerken, certify that:

1. I have reviewed this report on Form N-Q of Legg Mason Partners Equity Trust – Legg Mason Partners Capital and Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedule of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 28, 2008	/s/    R. JAY GERKEN
		R. Jay Gerken
		Chief Executive Officer

I, Kaprel Ozsolak, certify that:

1. I have reviewed this report on Form N-Q of Legg Mason Partners Equity Trust – Legg Mason Partners Capital and Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedule of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 28, 2008	/s/    KAPREL OZSOLAK
		Kaprel Ozsolak
		Chief Financial Officer