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): ~~July 20~~August 10, ~~2015~~2017

Western Asset Municipal Defined Opportunity Trust Inc.

(Exact name of registrant as specified in its charter)

Maryland	811-22265	35-2354902
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
620 Eighth Avenue, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

620 Eighth Avenue,

New York, NY

10018

(Address of principal executive offices)

(Zip Code)

(888) 777-0102

(Registrant’s telephone number, including area code)

Not ~~Applicable~~applicable

(Former name or former address, if changed since last report.)

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. below):

¨☐ 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~~Indicate ~~5.02~~by ~~Departure~~check ofmark ~~Directors~~whether orthe ~~Certain~~registrant ~~Officers;~~is ~~Election~~an ofemerging ~~Directors;~~growth ~~Appointment~~company as defined in as defined in Rule 405 of ~~Certain~~the ~~Officers;~~Securities ~~Compensatory~~Act ~~Arrangements~~of 1933 or Rule 12b-2 of ~~Certain~~the ~~Officers~~Securities Exchange Act of 1934.

OnEmerging ~~July~~growth ~~22,~~company ☐ 2015, Western Asset Municipal Defined Opportunity Trust Inc. (the “Fund”) issued a press release, the text of which is attached hereto as Exhibit 99.1, announcing the appointment of Jane Trust as director/trustee, Chairman, Chief Executive Officer and President of certain closed-end funds advised by Legg Mason Partners Fund Advisors, LLC (“LMPFA”), effective August 1, 2015, and announcing the resignation of Kenneth D. Fuller as a director/trustee, Chairman, Chief Executive Officer and President of each respective closed-end fund, effective July 31, 2015.

~~Ms.~~If ~~Trust~~an isemerging agrowth ~~Managing~~company, ~~Director~~indicate ofby ~~Legg~~check ~~Mason~~mark &if ~~Co.,~~the ~~LLC~~registrant ~~and~~ has ~~been~~elected anot ~~part~~to ofuse the ~~Legg~~extended ~~Mason~~transition ~~family~~period for ~~almost~~complying 27with ~~years.~~any ~~She~~new ~~has held~~or ~~senior~~revised ~~investment~~financial ~~roles~~accounting ~~within~~standards ~~Legg~~provided ~~Mason~~pursuant ~~Capital~~to ~~Management~~ Section 13(~~“LMCM”~~a) ~~and Legg Mason Investment Counsel (“LMIC”). Ms. Trust was an Institutional Portfolio Manager for LMCM, managing accounts on behalf~~ of ~~sovereign wealth funds, pension plans, public funds and mutual funds. At LMIC, Ms. Trust was Head of Investments, supervising a team of equity and fixed income portfolio managers and overseeing~~ the ~~firm’s~~Exchange ~~trading desk~~Act. ☐ In addition, currently Ms. Trust serves as Senior Vice President of LMPFA, the Fund’s investment manager. Ms. Trust earned a B.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 information disclosed under this~~ Item 54.~~02, including Exhibit 99~~01.1, ~~shall~~Changes 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 and shall not be deemed to be incorporated by reference into any filing of the Fund under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in ~~such~~Registrant’s ~~filing.~~Certifying Accountant.

~~Item~~(a) ~~9.01~~Resignation ~~Financial~~of ~~Statements~~independent ~~and~~registered ~~Exhibits.~~public accounting firm

On August 14, 2017, KPMG LLP (d“KPMG”) ~~Exhibits~~resigned as the independent registered public accounting firm for Western Asset Municipal Defined Opportunity Trust Inc. (the “Fund”) at the request of the Fund.

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

The reports of KPMG on the Fund’s financial statements as of and for the two most recent fiscal years (ended November 30, 2016 and November 30, 2015) did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

~~SIGNATURES~~During the Fund’s two most recent fiscal years (ended November 30, 2016 and November 30, 2015) and the subsequent interim period through August 14, 2017, there were no disagreements between the Fund and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of the disagreements in its reports on the financial statements of the Fund for such years.

~~Pursuant~~During to the ~~requirements~~Fund’s oftwo ~~the~~most ~~Securities~~recent ~~Exchange~~fiscal ~~Act~~years of(ended ~~1934~~November 30, as2016 ~~amended~~and November 30, 2015) and the ~~Registrant~~subsequent ~~has~~interim period ~~duly~~through ~~caused~~August 14, ~~this~~2017, ~~report~~there towere beno ~~signed~~“reportable onevents” ~~its~~(as ~~behalf~~defined byin Item 304(a)(l)(v) of Regulation S-K under the ~~undersigned~~ Securities Exchange Act of 1934, ~~hereunto~~as ~~duly~~amended ~~authorized~~(the “Exchange Act”)).

~~Date:~~The ~~July~~Fund 22has provided KPMG with a copy of the foregoing disclosures and has requested that KPMG furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Fund set forth above. A copy of KPMG’s letter dated August 16, ~~2015~~2017 is filed as Exhibit 16.1 to this Form 8-K.

~~Western~~(b) ~~Asset~~Engagement ~~Municipal~~of ~~Defined~~new ~~Opportunity~~independent ~~Trust~~registered ~~Inc.~~public ~~By:~~accounting ~~/s/~~firm ~~George P. Hoyt George P. Hoyt Assistant Secretary~~

~~Index~~On toAugust 10, ~~Exhibits~~2017, upon the recommendation of its Audit Committee, the Fund’s Board of Directors approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Fund for the fiscal year ending November 30, 2017, effective August 14, 2017. The selection of PwC does not reflect any disagreements with or dissatisfaction by the Fund or the Board of Directors with the performance of the Fund’s prior independent registered public accounting firm, KPMG.

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

During the Fund’s two most recent fiscal years (ended November 30, 2016 and November 30, 2015) and the subsequent interim period through August 14, 2017, neither the Fund, nor anyone on its behalf, consulted with PwC, on behalf of the Fund, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Fund’s financial statements, or any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(l)(iv) of Regulation S-K under the Exchange Act and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(l)(v) of Regulation S-K under the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

16.1		Letter dated August 16, 2017 from KPMG LLP to the Securities and Exchange Commission confirming the disclosures contained in Item 4.01 of this Current Report on Form 8-K.

SIGNATURES

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

[Signature Page to Form 8-K]

EXHIBIT INDEX

The following exhibits are filed herewith:


Exhibit		Exhibit Description

16.1		Letter dated August 16, 2017 from KPMG LLP to the Securities and Exchange Commission confirming the disclosures contained in Item 4.01 of this Current Report on Form 8-K.

Date: August 16, 2017

Western Asset Municipal Defined Opportunity Trust Inc.

/s/ George P. Hoyt

Name: George P. Hoyt

Title: Assistant Secretary

Filing Compare · Western Asset Municipal Defined Opportunity Trust Inc.