Report of Independent Registered
Public Accounting Firm


The Board of Directors
Western Asset Managed High Income
Fund Inc.:

In planning and performing our audit of
the financial statements of Western
Asset Managed High Income Fund Inc.
as of and for the year ended February
29, 2008, in accordance with the
standards of the Public Company
Accounting Oversight Board (United
States), we considered the Fund's
internal control over financial reporting,
including controls over safeguarding
securities, as a basis for designing our
auditing procedures for the purpose of
expressing our opinion on the financial
statements and to comply with the
requirements of Form N-SAR, but not
for the purpose of expressing an opinion
on the effectiveness of the Fund's
internal control over financial reporting.
Accordingly, we express no such
opinion.

Management of the Fund is responsible
for establishing and maintaining
effective internal control over financial
reporting.  In fulfilling this
responsibility, estimates and judgments
by management are required to assess
the expected benefits and related costs
of controls.  A fund's internal control
over financial reporting is a process
designed to provide reasonable
assurance regarding the reliability of
financial reporting and the preparation
of financial statements for external
purposes in accordance with U.S.
generally accepted accounting
principles.  A fund's internal control
over financial reporting includes those
policies and procedures that (1) pertain
to the maintenance of records that, in
reasonable detail, accurately and fairly
reflect the transactions and dispositions
of the assets of the fund; (2) provide
reasonable assurance that transactions
are recorded as necessary to permit
preparation of financial statements in
accordance with generally accepted
accounting principles, and that receipts
and expenditures of the fund are being
made only in accordance with
authorizations of management and
directors of the fund; and (3) provide
reasonable assurance regarding
prevention or timely detection of
unauthorized acquisition, use, or
disposition of the fund's assets that
could have a material effect on the
financial statements.

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

A deficiency in internal control over
financial reporting exists when the
design or operation of a control does not
allow management or employees, in the
normal course of performing their
assigned functions, to prevent or detect
misstatements on a timely basis. A
material weakness is a deficiency, or
combination of deficiencies, in internal
control over financial reporting, such
that there is a reasonable possibility that
a material misstatement of the Fund's
annual or interim financial statements
will not be prevented or detected on a
timely basis.

Our consideration of the Fund's internal
control over financial reporting was for
the limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal
control that might be material
weaknesses under standards established
by the Public Company Accounting
Oversight Board (United States).
However, we noted no deficiencies in
the Fund's internal control over
financial reporting and its operation,
including controls over safeguarding
securities, that we consider to be a
material weakness as defined above as
of February 29, 2008.

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

KPMG LLP

New York, New York
April 25, 2008