UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~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): November ~~July 20~~16, 2015

Western Asset Managed High Income Fund Inc.

(Exact name of registrant as specified in its charter)

Maryland	811- 07396	13-3702270
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
620 Eighth Avenue, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

(888) 777-0102


620 Eighth Avenue, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code: (888) 777-0102

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(Former name~~x orWritten ~~former~~communications ~~address,~~pursuant ifto ~~changed~~Rule ~~since~~425 ~~last~~under ~~report)~~the Securities Act (17 CFR 230.425)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 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))

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

On ~~July~~November 2216, 2015, Western Asset Managed High Income Fund Inc. (~~the~~NYSE: ~~“Fund”~~MHY) ~~issued~~and aWestern Asset ~~press~~High ~~release,~~Income ~~the~~Opportunity ~~text~~Fund ofInc. ~~which~~(NYSE: isHIO) ~~attached hereto~~announced asapproval ~~Exhibit~~by ~~99.1,~~each ~~announcing~~Fund’s ~~the~~Board ~~appointment~~of Directors of ~~Jane~~a ~~Trust~~proposal asto ~~director/trustee,~~merge ~~Chairman,~~Western ~~Chief~~Asset ~~Executive~~Managed ~~Officer~~High Income Fund Inc. with and ~~President~~into ofWestern ~~certain~~Asset ~~closed-end~~High ~~funds~~Income ~~advised~~Opportunity Fund Inc., subject to approval by ~~Legg~~the ~~Mason~~stockholders ~~Partners~~of each Fund. ~~Advisors~~If approved, ~~LLC~~the ~~(“LMPFA”),~~merger ~~effective~~is ~~August 1,~~anticipated ~~2015,~~to ~~and~~occur ~~announcing~~during the ~~resignation~~second quarter of ~~Kenneth D~~2016. ~~Fuller~~A ascopy aof ~~director/trustee,~~the ~~Chairman,~~press ~~Chief~~release ~~Executive~~is ~~Officer~~attached ~~and~~as ~~President~~Exhibit of99.1 ~~each~~to ~~respective~~this ~~closed-end~~Current ~~fund,~~Report ~~effective~~on ~~July~~Form ~~31,~~8-K ~~2015~~and incorporated by reference herein.

~~Ms.~~If ~~Trust~~the isproposed amerger ~~Managing~~is ~~Director~~approved ofby ~~Legg~~the ~~Mason~~stockholders ~~& Co., LLC and has been a part~~ of ~~the~~both Legg Mason family for almost 27 years. She has held senior investment roles within Legg Mason Capital Management (“LMCM”) and Legg Mason Investment Counsel (“LMIC”). Ms. Trust was an Institutional Portfolio Manager for LMCMFunds, ~~managing~~stockholders ~~accounts on behalf~~ of ~~sovereign~~Western ~~wealth~~Asset ~~funds, pension~~Managed ~~plans,~~High ~~public~~Income ~~funds~~Fund ~~and mutual funds~~Inc. Atwould ~~LMIC,~~receive common ~~Ms.~~stock ~~Trust was Head~~ of ~~Investments,~~Western ~~supervising~~Asset aHigh ~~team~~Income ofOpportunity ~~equity~~Fund ~~and fixed income portfolio managers and overseeing the firm’s trading desk~~Inc. ~~In addition~~, ~~currently~~based ~~Ms.~~on ~~Trust~~each ~~serves as Senior Vice President of LMPFA, the~~ Fund’s ~~investment~~respective ~~manager.~~net ~~Ms.~~asset ~~Trust~~value ~~earned~~per ~~a B~~share.A. in Engineering Sciences from Dartmouth College and an M.A.S. in Finance from The Johns Hopkins University. In addition, she is a CFA® charterholder. Ms. Trust is also Senior Vice President of LMPFA, each Fund’s investment adviser.

~~The~~In ~~information~~connection ~~disclosed~~with ~~under~~the proposal ~~this~~to ~~Item~~merge 5Western Asset Managed High Income Fund Inc.~~02,~~ ~~including~~with ~~Exhibit~~and 99into Western Asset High Income Opportunity Fund Inc.1, ~~shall~~Western ~~not~~Asset beManaged ~~deemed~~High toIncome beFund ~~“filed”~~Inc. ~~for~~and ~~purposes~~Western ofAsset High Income Opportunity Fund Inc. intend to file a combined ~~Section 18~~proxy ofstatement and prospectus with the Securities and Exchange ~~Act~~Commission of(“SEC”). ~~1934,~~Investors asand ~~amended,~~stockholders orare ~~otherwise~~advised ~~subject~~ to read the ~~liabilities~~proxy ~~under~~statement ~~Section~~and 18prospectus ~~and~~when ~~shall~~it ~~not~~becomes beavailable ~~deemed~~because toit bewill ~~incorporated~~contain byimportant information. ~~reference~~When ~~into~~filed ~~any~~with ~~filing~~the ofSEC, the ~~Fund~~proxy ~~under~~statement and prospectus and other documents filed by the ~~Securities~~Funds ~~Act~~will be available free of ~~1933~~charge at the SEC’s website, ashttp://www.sec.gov. Stockholders can also obtain copies of these ~~amended~~documents, ~~except~~when asavailable, ~~expressly~~for ~~set~~free ~~forth~~ by ~~specific~~calling ~~reference~~the inFunds ~~such~~at ~~filing~~1-888-777-0102.

Western Asset Managed High Income Fund Inc., Western Asset High Income Opportunity Fund Inc., their directors and executive officers and investment adviser, members of their management and employees may be deemed to be participants in the Fund’s solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of the participants in the solicitation will be set forth in the proxy statement and prospectus and stockholder reports of both Funds on Form N-CSR, to be filed with the SEC.

For more information, please call Investor Relations: 888-777-0102, or consult either Fund’s web site at www.lmcef.com.

This communication is not intended to, and shall not, constitute an offer to purchase as sell shares of either Fund; nor is the press release intended to solicit a proxy from any stockholder of either Fund.

Item 9.01

Financial Statements and Exhibits.

(dc) Exhibits.

Exhibit Number		Description of the Exhibit
99.1		Press Release of the Fund, dated July 22, 2015


Exhibit Number

99.1		Press Release dated November 16, 2015.

~~SIGNATURES~~SIGNATURE

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

Date: July 22, 2015


		Western Asset Managed High Income Fund Inc. (Registrant)

Date:	November 16, 2015	/s/ George P. Hoyt
		(Signature)

		Name: George P. Hoyt Title: Assistant Secretary

~~Western~~EXHIBIT INDEX ~~Asset Managed High Income Fund Inc. By: /s/ George P. Hoyt George P. Hoyt Assistant Secretary~~

~~Index~~Exhibit toNumber ~~Exhibits~~99.1 Press release dated November 16, 2015.

Exhibit Number		Description of the Exhibit
99.1		Press Release of the Fund, dated July 22, 2015

Filing Compare · WESTERN ASSET MANAGED HIGH INCOME FUND INC.