UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 228, 2005

Zenix Income Fund Inc.

(Exact name of registrant as specified in its charter)

Maryland

811-05484

04-3002575

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


300 First Stamford Place, 4^th Floor, Stamford, CT		06902
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (203) 890-7041

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 426 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Zenix Income Fund Inc.

CURRENT REPORT ON FORM 8-K

Item 7.01 Regulation FD Disclosure.

On June 228, 2005, Zenix Income Fund Inc. (the “Fund”) issued a press release ~~reporting~~announcing ~~that on May 31, 2005, the U.S. Securities and Exchange Commission issued~~ an ~~order~~agreement inunder ~~connection~~which ~~with the settlement of an administrative proceeding against Smith Barney Fund Management LLC and~~ Citigroup ~~Global Markets~~ Inc., ~~each~~the anparent ~~affiliate~~company of the Fund’s ~~Investment~~investment ~~Manager~~adviser, ~~relating~~will tosell ~~the~~substantially ~~appointment~~all of anits ~~affiliated~~worldwide ~~transfer~~asset ~~agent~~management ~~for~~business ~~the~~to ~~Smith Barney family of mutual funds. The Securities and Exchange Commission’s~~Legg ~~investigation~~Mason, ~~into this matter was first disclosed in December 2003~~Inc.

Exhibit 99.1 is a copy of the press release. The press release is being furnished pursuant to Item 97.01 of this Current Report on Form 8-K, and the information contained in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Fund under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.


(c)	Exhibits.

	Exhibit Number
	99.1	Zenix Income Fund Inc. press release, dated June 28, 2005.

Exhibit Number 99.1 Zenix Income Fund Inc. press release, dated June 2, 2005.

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SIGNATURE

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

		Zenix Income Fund Inc. (Registrant)
Date: June 2, 2005
Date: June 28, 2005		/s/ Thomas C. Mandia (Signature)
		/s/ Thomas C. Mandia
		Name: Thomas C. Mandia Title: Assistant Secretary
		(Signature)
		Name: Thomas C. Mandia
		Title: Assistant Secretary

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EXHIBIT INDEX

~~Exhibit~~ExhibitNumber ~~Number~~ 99.1 Press release of the Fund, dated June 228, 2005.

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