UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

~~CURRENT REPORT~~ __________________

~~Pursuant~~CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): April 1, 2020

~~Date of Report (Date of earliest event reported): December~~ ~~30, 2018~~ __________________

Western Asset Middle Market Income Fund Inc.

(Exact name of registrant as specified in its charter)

~~Maryland (State or other jurisdiction of incorporation) 811-22582 (Commission File Number) 45-2641964 (I.R.S. Employer Identification No.)~~__________________

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

Maryland

811-22582

45-2641964

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

(888) 777-0102

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

~~(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))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities registered ~~Act~~pursuant ofto ~~1933~~Section or12(b) ~~Rule 12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934.~~ :

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~2

OnItem ~~January 2, 2019, Western Asset Middle Market Income Fund Inc~~5. ~~(the~~03 ~~“Fund”)~~Amendments ~~issued~~to aArticles ~~press release, the text~~ of ~~which~~Incorporation isor ~~attached~~Bylaws; ~~hereto~~Change asin ~~Exhibit~~Fiscal 99.1, announcing the appointment of Nisha Kumar as a director of each of the closed-end funds advised by Legg Mason Partners Fund Advisors, LLC, effective December 30, 2018, and announcing the retirement of Dr. Riordan Roett and Leslie H. Gelb as directors of each respective closed-end fund, effective December 31, 2018. Ms. Kumar will serve as a member of the Fund’s Audit, Nominating, Compensation, Pricing and Valuation Committees. Year

~~Ms. Kumar~~On ~~has~~April ~~been~~1, a2020, ~~Managing~~the ~~Director~~Board of Directors of Western Asset Middle Market Income Fund Inc. (the “Fund”) amended and restated in its entirety the ~~Chief~~bylaws of ~~Financial~~the ~~Officer~~Fund (the “Second Amended and ~~Chief~~Restated ~~Compliance~~Bylaws”) ~~Officer~~to ofinclude ~~Greenbriar~~a ~~Equity~~new ~~Group~~Article II, LPSection ~~since 2011.~~3(b) ~~She~~that ~~was~~clarifies ~~previously~~the ~~Chief~~process ~~Financial~~for ~~Officer~~holding ~~and~~a ~~Chief~~meeting ~~Administrative~~of ~~Officer~~stockholders of ~~Rent~~ the ~~Runway,~~Fund ~~Inc.~~solely ~~during~~by ~~2011.~~means ~~From~~of ~~2007~~remote tocommunication. ~~2009,~~The ~~Ms. Kumar~~Second ~~served~~Amended asand Restated ~~Executive~~Bylaws ~~Vice~~were ~~President~~deemed ~~and~~effective ~~Chief~~April ~~Financial~~1, ~~Officer~~2020. ofThe ~~AOL~~new ~~LLC~~Article II, aSection ~~subsidiary~~3(b) of ~~Time Warner~~the ~~Inc.~~Second ~~Ms. Kumar~~Amended and Restated Bylaws is aattached ~~member~~hereto ofas ~~the~~an ~~Council~~Exhibit onand ~~Foreign~~is ~~Relations.~~incorporated herein by reference.

~~The information disclosed under this~~ Item 59.~~02,~~01 ~~including Exhibit~~Financial ~~99.1,~~Statements ~~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~~ 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 filing~~Exhibits.

~~Item 9.01 Financial Statements and~~ (d) Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Article II, Section 3(b) of the Second Amended and Restated Bylaws, dated April 1, 2020, of Western Asset Middle Market Income Fund Inc.

ExhibitNo.		Description
99.1		Press Release of the Fund dated January 2, 2019.

~~SIGNATURES~~EXHIBIT INDEX

~~Pursuant~~The tofollowing ~~the~~exhibits ~~requirements~~are ~~of the Securities Exchange Act of 1934, as amended, the Fund has duly caused this report to be signed on its~~filed ~~behalf by the undersigned hereunto duly authorized.~~ herewith:

~~[Signature Page to Form 8-K]~~ 4

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.

Date: April 2, 2020	Western Asset Middle Market Income Fund Inc.

	/s/ George P. Hoyt
	Name: George P. Hoyt Title: Assistant Secretary

Date: January 2, 2019

Western Asset Middle Market Income Fund Inc.

Exhibit Description

/s/ George P. Hoyt

Article II, Section 3(b) of the Second Amended and Restated Bylaws, dated April 1, 2020, of Western Asset Middle Market Income Fund Inc.

Name: George P. Hoyt

Title: Assistant Secretary

Filing Compare · Western Asset Middle Market Income Fund Inc.