Western Asset Managed Municipals Fund Inc.WESTERN ASSET MANAGED MUNICIPALS FUND INC.

55 Water Street,
New York, New York 10041

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

August 27, 200812, 2009

To the shareholdersStockholders:

The Annual Meeting of Stockholders of Western Asset Managed Municipals Fund Inc.:

Notice is hereby given that the Annual Meeting of Shareholders (the "Meeting") of WESTERN ASSET MANAGED MUNICIPALS FUND INC. (the "Fund") will be held at 620 Eighth Avenue, 49th Floor, New York, New York, on Friday, September 25, 20082009 at 3:00 p.m. (New, New York time)time, for the following purposes:

1. The electionA proposal to elect three Class I Directors to the Fund's Board of Directors; and

2. The transaction of anysuch other business as may properly come before the meeting or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on July 31, 20082009 as the record date for the determination of shareholdersstockholders entitled to notice of, and to vote at, the meeting and any adjournments or postponements thereof.

By Order of the Board of Directors

Robert I. Frenkel
Secretary

August 12, 2009

YOUR VOTEIT IS IMPORTANT REGARDLESS OFTHAT YOUR SHARES BE REPRESENTED AT THE SIZE OF YOUR HOLDINGSMEETING IN THE FUND. WHETHERPERSON OR BY PROXY; IF YOU DO NOT YOU PLANEXPECT TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE, DATE, SIGN AND SIGNRETURN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN(which will be made available to you separately) OR PROVIDE VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.INTERNET.

Instructions for Signing Proxy Cards

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Portfolio involvedFund in validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to thea name shown in the registration on the proxy card.registration.

3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

WESTERN ASSET MANAGED MUNICIPALS FUND INC.

55 Water Street,
New York, New York 10041
(888) 777-0102

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 25, 2008

INTRODUCTION

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of Western Asset Managed Municipals Fund Inc. (the "Fund") of proxies to be voted at the Annual Meeting of ShareholdersStockholders of the Fund to be held at 620 Eighth Avenue, 49th Floor, New York, New York, on Friday, September 25, 20082009 at 2:3:00 p.m. (New, New York time),time, and at any adjournments or postponements thereof (the "Meeting"). A, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the "Notice").

This Proxy Statement and the Meeting and a Proxy Card (the "Proxy") accompany this Proxy Statement.accompanying materials are being made available to stockholders on or about August 12, 2009.

The costs of soliciting proxiesFund is organized as a Maryland corporation and the expenses incurred in preparing this proxy statement will be borne by the Fund and are expected to be approximately $15,000. Proxy solicitations will be made mainly by mail. In addition, officers, Directors and employees of the Fund; is a registered investment company.

Legg Mason Partners Fund Advisor, LLC ("LMPFA" or the "Manager"), whose principal business address is 620 Eighth Avenue, New York, NY 10018, is the Fund's investment manager;adviser and administrator. Pursuant to a sub-advisory agreement with LMPFA, Western Asset Management Company ("Western Asset" or the "Subadviser"), is the Fund's subadviser (each ofsub-investment advisor. LMPFA and Western Asset are all wholly-owned subsidiaries of Legg Mason, Inc. ("Legg Mason"); and/.

Even if you plan to attend the Meeting, please sign, date and return a proxy card, or American Stock Transfer & Trust Company ("AST"), the Fund's transfer agent, may solicit proxies in person orprovide voting instructions by telephone or mail. LMPFAover the Internet. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is located at 620 Eighth Avenue, New York, NY 10018; Western Assetprinted on the Notice of Internet Availability of Proxy Materials or your proxy card. This code is located at 385 East Colorado Boulevard, Pasadena, California 91101; Legg Mason, Inc. is located at 100 Light Street, Baltimore, Maryland 21202;designed to confirm your identity, provide access into the voting sites and AST is located at 6201 15th Avenue, 1st Floor, Brooklyn, New York 11219. In addition, the Fund will reimburse brokerage firms or other record holders for their expenses in forwarding solicitation materials to beneficial owners of shares of the Fund.

The Annual Report of the Fund, including audited financial statements for the fiscal year ended May 31, 2008, has previously been furnished to all shareholders of the Fund. This proxy statement and form of proxyconfirm that your instructions are first being mailed to shareholders on or about August 27, 2008. The Fund will provide additional copies of the Annual Report to any shareholder upon request by calling the Fund at 1-888-777-0102. The Annual Report is not to be regarded as proxy soliciting material.properly recorded.

All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, shares represented by the proxies will be voted "FOR" the proposal listedelection of each nominee in Proposal 1. In accordance with the Notice.Fund's By-Laws, a quorum is constituted by the presence in person or by proxy of the holders of record of a majority of the outstanding shares of the Fund's common stock entitled to vote at the Meeting. For purposes of

determining the presence of a quorum for transacting business at the Meeting, abstentions will be treated as shares that are present but which have not been voted. Because the proposal requires a plurality of the votes cast for its approval, abstentions may influence whether a quorum is present but will have no impact on the requisite approval of the proposal. A quorum consists of the presence (in person or by proxy) of the holders of a majority of the outstanding shares of the Fund entitled to notice of, and to vote at, the Meeting. Proposal 1 requires for approval the affirmative vote of a plurality of the votes cast at the Meeting with a quorum present. Any proxy may be revoked at any time prior to the exercise by submitting another proxy bearing a later date or by giving written notice to the Secretary of the Fund at the Fund's address indicated above or by voting in person at the Meeting.

The Board knows of no business other than that specifically mentioned in the Notice that will be presented for consideration at the Meeting. If any other matters are properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment to the extent permissible under applicable law.

The Board of Directors of the Fund has fixed the close of business on July 31, 20082009 as the record date (the "Record Date") for the determination of shareholdersstockholders of the Fund entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof. The Fund has two classes of shares: Common Stock, par value $.001 per share, and municipal auction rate cumulative preferred stock ("Preferred Shares"), which have a liquidation preference in the amount of $25,000 per share (collectively with the Common Stock, the "Shares"). Shareholders of the Fund as of the Record Date will be entitled to one vote on each matter for each Share held and a fractional vote with respect to fractional Shares, with no cumulative voting rights. As of the Record Date, the Fund had outstanding 44,673,810.74541,915,510.745 shares of Common Stock of which 41,558,245.135 shares 93.03% were heldand 10 ,000 Preferred Shares outstanding.

Annual reports are sent to stockholders of record but not beneficially owned by CEDE & Co., P.O. Box 20, Bowling Green Station, New York, NY 10004; and 10,000 Preferred Shares outstanding, of which 10,000 (100%) were held but not beneficially owned by Cede & Co. As of the Record Date, no other person (including any "group" as that term is used in Section 13(d) of the Securities Exchange Act of 1934), to the knowledge of the Fund owned beneficially 5%following the Fund's fiscal year end. The Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding

the annual report, if any, to a stockholder upon request. Such requests should be directed to the Fund at 55 Water Street, New York, New York 10041 or moreby calling toll free at 888-777-0102. Copies of the outstanding Shares of either class. As of the Record Date, the officersannual and Directorssemi-annual reports of the Fund are also available on the EDGAR Database on the Securities and Exchange Commission's Internet site at www.sec.gov.

Please note that only one annual or semi-annual report or Proxy Statement may be delivered to two or more stockholders of the Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual or semi-annual report or the Proxy Statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, stockholders should contact the Fund at the address and phone number set forth above.

Vote Required and Manner of Voting Proxies

A quorum of stockholders is required to take action at the Meeting. A majority of the shares of the Fund entitled to vote at the Meeting, represented in person or by proxy, will constitute a quorum of stockholders at the Meeting.

Votes cast by proxy or in person at the Meeting will be tabulated by the inspector of election appointed for the Meeting. The inspector of election, who is an employee of the proxy solicitor engaged by the Fund, will determine whether or not a quorum is present at the Meeting. The inspector of election will treat abstentions and "broker non-votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.

If you hold shares directly (not through a broker-dealer, bank or other financial intermediary) and if you return a signed proxy card that does not specify how you wish to vote on a proposal, your shares will be voted "FOR" Proposal 1.

Required Vote

• Two Directors are elected by a plurality of the votes cast by the holders of shares of the Fund's Common Stock and Preferred Shares voting together as a group beneficially owned less than 1%single class present in person or represented by proxy at a Meeting at which a quorum is present.

• One Director is elected by plurality of the outstanding Sharesvotes cast only by the holders of either class.shares of the Fund's Preferred Shares.

• For purposes of the election of Directors, abstentions and broker non-votes will not be considered votes cast, and do not affect the plurality vote required for the election of Directors.

In the event that a quorum is not present, or if sufficient votes to elect Directors in proposal number oneProposal No. 1 as set forth in the Notice and this Proxy Statement are not received by the time scheduled for the Meeting, the persons named as proxies may proposemove for one or more adjournments of the Meeting to permit further solicitation of proxies with respect to thesuch proposal. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of the proposalsproposal that areis the subject of the Meeting, the percentage of votes actually cast, the nature of any further solicitation and the information to be provided to shareholdersstockholders with respect to the reasons for the solicitation. Any such adjournment will require the affirmative vote of a majority of the shares representedpresent at the Meeting. TheIf an adjournment is proposed, the persons named as proxies will vote the shares that they are entitled to vote in their discretion.

PROPOSAL NO. 1 ELECTION OF DIRECTORSImportant Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on September 25, 2009

The proxy statement and related materials are available at https://materials.proxyvote.com. at Cusips/Tickers 95766M105, 95766M204, 95766M303, 95766M402, 95766M501, 95766M600

Proposal No. 1: Election of Directors

In accordance with the Fund's charter, the Fund's Board of Directors is divided into three classes: Class I, Class II and Class III. Under the terms of the Fund's charter, the holders of preferred stock are entitled as a class, to the exclusion of the holders of common stock, to elect two Directors of the Fund (the "Preferred Share Directors"); and the Fund's charter further sets forth that one of the two Preferred Share Directors shall be a Class I Director and the other shall be a Class II. The charter also provides that the remaining Directors shall be elected by holders of common stock and preferred stock voting together as a single class. At the Meeting, the holders of the Fund's shareholderscommon stock and preferred stock voting together as a single class will be asked to elect threetwo Class IIII Directors, Carol L. Colman and R. Jay Gerken; and the holders of the Fund's preferred stock, to hold office until the year 2011 Annual Meetingexclusion of Stockholders, or thereafter when his/her successor is duly elected and qualified.the holders of the Fund's common stock, will b e asked to elect one Class I Director, Paolo M. Cucchi. The terms of office of the Class I Directors expire at the Annual Meetings of Stockholders in the year 2012, or thereafter in each case when their respective successors are duly elected and qualified. The terms of the remaining Class II and Class IIIII Directors expire at the year 20092010 and 20102011 Annual MeetingsMeeting of Stockholders,Shareholders, respectively, or thereafter until his successor istheir successors have been duly elected and qualified.qualified or until they resign or otherwise removed. The effect of these staggered terms is to limit the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board of Directors.

Under the terms of the Fund's charter, the holders of Preferred Shares are entitled as a class, to the exclusion of the holders of Common Stock, to elect two Directors of the Fund. Paolo Cucchi and Jeswald W. Salacuse have been designated by the Fund's Board for election by holders of Preferred Shares (the "Preferred Share Directors") when so nominated. Neither of the Preferred Share Directors has been nominated for election at this Meeting. The Fund's Charter provides that the remaining nominees shall be elected by holders of Common Stock and Preferred Shares voting together as a single class.

Unless authority is withheld, it is the intention of the persons named in the Proxyproxy intend to vote at the ProxyMeeting (unless directed not to vote) "FOR" the election of the nominees named above.below. Each nomineeof the nominees is currently a member of the Fund's Board of Directors and has indicated that he or she will serve if elected, butelected. However, if any nominee should be unable to serve, the Proxyproxy will be voted for any other person determined by the persons named in the Proxyproxy in accordance with their judgment.discretion.

The following table sets forth certainCertain information regardingconcerning the nominees is set forth on the following page.

Persons Nominated for election to the Board of the Fund:Election as Directors

The following table sets forth certain information concerning the remaining Directors of the Fund:

*  Mr. Gerken is an "interested person" as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), because he is an officer of LMPFA and certain of its affiliates.

**  The term "Fund Complex" means two or more registered investment companies that:

(a)  Hold themselves out to investors as related companies for purposes of investment and investor services; or

(b)  Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies.

The following table provides information concerning the remaining Directors of the Fund:

*  An "interested person" of the Fund, as defined in the Investment Company Act of 1940, as amended ("1940 Act"), because he is a Managing Director of Legg Mason, which is an affiliate of LMPFA, the Fund's investment manager.

†  Director, trustee and/or general partner of other investment companies registered under the 1940 Act with which Legg Mason is affiliated.

The following table sets forth certain information concerning the executive officers of the Fund:

**  The Fund's executive officers are chosen each year atterm "Fund Complex" means two or more registered investment companies that:

(a)  Hold themselves out to investors as related companies for purposes of investment and investor services; or

(b)  Have a meetingcommon investment adviser or have an investment adviser that is an affiliated person of the Boardinvestment adviser of any of the Fund, to hold office for one year and until their respective successors are duly elected and qualified.other registered investment companies.

Security Ownership of Management

The following table provides information concerning the dollar range of equity securities in the Fund and the aggregate dollar range of equity securities in the LMPFA Family of Investment Companies (as defined below)owned beneficially owned by each Director orand nominee for election as Director as of December 31, 2007.2008:

*(1)  The dollar ranges are as follows: "A" = none;None; "B" = $1-$10,000; "C" = $10,001-$50,000; "D" = $50,001-$100,000; "E" = overOver $100,000.

(1)  This information has been furnished by each Director as of December 31, 2007. "Beneficial Ownership" is determined in accordance with Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934.

(2)  The Fund's Directors and officers, in the aggregate, own less than 1% of the Fund's outstanding equity securities as of the Record Date.

(3)  "LMPFA Familyterm, "Family of Investment Companies", means thoseany two or more registered investment companies that share anthe same investment adviser and thator principal underwriter or hold themselves out to investors as related companies for purposes of investment and investor services.

UnderAt July 31, 2009, the federal securities laws,nominees, Directors and officers of the Fund is required to provide to shareholders, for eachas a group beneficially owned less than 1% of the outstanding shares of the Fund's Common Stock.

No Director or nominee for election as Director of the Fund who is not an "interested person" of the Fund as defined in the 1940 Act, each "non-interested" Director and his or hernor any immediate family members, information as to each classthe best of securities owned beneficiallythe Fund's knowledge, had any interest in the Fund's investment adviser, or of record in LMPFA orany person or entity (other than a fund)the Fund) directly or indirectly controlling, controlled by, or under common control with LMPFA. LMPFA is an indirect wholly-owned subsidiary of Legg Mason Inc. Asas of DecemberMay 31, 2007, as reported to the Fund, none of the nominees for election as 2009.

Director who are not "interested persons" of the Fund, none of the "non-interested" Directors and none of their immediate family members owned beneficially or of record securities issued by Legg Mason, Inc.Compensation

Under the federal securities laws, and in connection with the Meeting, the Fund is required to provide to shareholdersstockholders in connection with the Meeting information regarding compensation paid to the Directors by the Fund, as well as by the various other investment companies advised by LMPFA. The following table provides information concerning the compensation paid to each Director by the Fund during the fiscal year ended May 31, 2009 and the total compensation paid to each Director during the calendar year ended December 31, 2008. All officersCertain of the FundDirectors listed below are employees of and are compensated by Legg Mason or Western Asset. Nonemembers of the Fund's executive officersAudit and Nominating Committees, as well as other committees of the boards of certain other investment companies advised by LMPFA. Accordingly, the amounts provided in the table include compensation for service on all such committees. The Fund does not

provide any pension or Directors who are also officers or directors of Legg Mason or Western Asset received any compensation fromretirement benefits to Directors. In addition, no remuneration was paid during the fiscal year ended May 31, 2009 by the Fund for such period.to Mr. Gerken who is an "interested person" as defined in the 1940 Act.

(1)  Fund Complex"Fund Complex" means two or more Funds (a registrant or, where the registrant is a series company, a separate portfolio of the registrant) that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other Funds.

(2)  Each Director currently holds 2521 investment company directorships.

Responsibilities of the Board of Directors

The Board of Directors is responsible for ensuring that the Fund is managed in the best interest of its stockholders. The Directors oversee the Fund's business by, among other things, meeting with the Fund's management and evaluating the performance of the Fund's service providers including LMPFA, Western Asset, the custodian and the transfer agent. As part of this process, the Directors consult with the Fund's independent auditors and with their own separate independent counsel.

The Board of Directors has four regularly scheduled meetings each year, and additional meetings are scheduled as needed. In addition, the Board has an Audit Committee and a Nominating Committee that meet periodically and whose responsibilities are described below.

During the fiscal year ended May 31, 2008,2009, the Board convenedof Directors held four times.regular meetings and three special meetings. Each Director attended at least seventy-five percent75% of the aggregate number of meetings of the Board and anythe committees on which he served during the period for which he or she was a Director.eligible. The Fund does not have a formal policy with regard to Boardregarding attendance by Directors at annual meetings of shareholders. One Board memberstockholders. Mr. Gerken attended the 2007Fund's 2008 Annual Meeting.Meeting of Stockholders.

The Directors review the Fund's financial statements, performance and market price as well as the quality of the services being provided to the Fund. As part of this process, the Directors review the Fund's fees and expenses to determine if they are reasonable and competitive in light of the services being received and while also ensuring that the Fund hascontinues to have access to high quality services in the future. Based on these reviews, the Directors periodically make suggestions to the Fund's management and monitor to ensure that responsive action is taken. The Directors also monitor potential conflicts of interest among the Fund, LMPFA and its affiliates and other funds and clients managed by LMPFA and Western Asset to ensure that the Fund is managed in a separately designated standing manner which is in the best interest of the Fund's stockholders.

Audit Committee. Committee

The Portfolio'sFund's Audit Committee is composed of all Directors who arehave been determined not to be "interested persons" of the Fund, LMPFA, Western Asset or their affiliates within the meaning of the 1940 Act, and who are "independent" as defined in the New York Stock Exchange ("NYSE") listing standards, namelystandards. Currently, the Audit Committee is composed of Ms. Colman and Messrs. Cronin, Cucchi, Gelb, Hutchinson, Roett and Salacuse. The principal functions of the Audit Committee areare: to (a) assist Board oversight of (i)oversee the integrityscope of the Fund's financial statements, (ii)audit, the Fund's compliance with legalaccounting and regulatory requirements, (iii)financial reporting policies and practices and its internal controls and enhance the qualificationsquality and independenceobjectivity of the Fund's independent registered public accounting firm, and (iv) the performance of the Fund's internal audit functions and independent registered public accounting firm;function; (b) approve, and recommend to the Independent Board Members (as such term is defined in the Audit Committee Charter) for their ratification, the selection, appointment, retention or termination of the Fund's independent registered public accounting firm, as well as approving the compensationcompens ation thereof; and (c) approve all audit and permissible non-audit services provided to the Fund and certain other persons by suchthe Fund's independent registered public accounting firm; and (d) prepare the report required to be prepared by the Audit Committee pursuant to Securities and Exchange Commission ("SEC") rules for inclusion in the Annual Proxy Statement.firm. This Committee met five times during the fiscal year ended May 31, 2008.2009. The Fund's Board of Directors of the Fund has determined that all members of the Fund's Audit Committee are financially literate. Mr. Hutchinson has been designated as the audit committee financial expert within the meaning of the rules adopted and implemented under Section 407 of the Sarbanes-Oxley Act of 2002. The Audit Committee adopted an Amended and Restatedamended Audit Committee Charter at a meeting held on February 14, 2006, a copy of which was filed as Annex A to the Proxy StatementFund's proxy statement dated August 17, 2007.

The Fund has a separately designated standing Nominating Committee. The Nominating Committee

The Fund's Corporate Governance and Nominating Committee (the "Nominating Committee"), the principal function of which is to select and nominate candidates for election or appointment by the Board as Directors of the Fund, is currently composed of Ms. Colman and Messrs. Cronin, Cucchi, Gelb, Hutchinson, Roett and Salacuse. Only Directors who are not "interested persons" of the Fund as defined in the 1940 Act and

who are "independent" as defined in the NYSENew York Stock Exchange listing standards are members of the Nominating Committee. The Nominating Committee may consideraccept nominees recommended by a shareholderthe stockholder as it deems appropriate. ShareholdersStockholders who wish to recommend a nominee should send recommendations to the Fund's Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Directors. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board of Directors and to serve if elected by the shareholders.stockholders. The Nominating Committee met four timesonce during the Fund's fiscal year ended May 31, 2008.2009. The FundFund's Board of Directors adopted a Corporate Governance and Nominating Committee Charter at a meeting held on February 11, 2004, a copy of which was filed as Annex B to the Proxy StatementFund's proxy statement dated August 17, 2007.

The Nominating Committee identifies potential nominees through its network of contacts, and may also engage, if it deems appropriate, a professional search firm. The Nominating Committee meets to discuss and consider such candidates' qualifications and then chooses a candidate by majority vote. The Nominating Committee does not have specific, minimum qualifications for nominees and has not established specific qualities or skills that it regards as necessary for one or more of the Fund's Directors to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). However, as set forth in the Nominating Committee Charter, in evaluating a person as a potential nominee to serve as a Director of the Fund, the Nominee Committee may consider the following factors, among any others it may deem relevant:

• whether or not the person is an "interested person" as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director of the Fund;

• whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment manager of the Fund, Fund service providers or their affiliates;

• whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes;

• whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Director of the Fund;

• the contribution which the person can make to the Board and the Fund (or, if the person has previously served as a Director of the Fund, the contribution which the person made to the Board during his or her previous term of service), with consideration being given to the person's business and professional experience, education and such other factors as the Committee may consider relevant;

• the character and integrity of the person; and

• whether or not the selection and nomination of the person would be consistent with the requirements of the Fund's retirement policies.

Officers

The Fund's executive officers are chosen each year at a regular meeting of the Board of Directors of the Fund, to hold office until their respective successors are duly elected and qualified. In addition to Mr. Gerken, the Fund's Chairman, CEO and President, the executive officers of the Fund currently are:

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and Section 30(h) of the 1940 Act in combination require the Fund's Directors and officers and persons who own more than 10% of the Fund's common stock, as well as LMPFA and certain of its affiliated persons, to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange, Inc. ("NYSE"). Such persons and entities are required by SEC regulations to furnish the Fund with copies of all such filings. Based solely on a review of those forms furnished to the Fund, the Fund believes that for the fiscal year ended May 31, 2009, all relevant persons have complied with applicable filing requirements, except that one director of the subadviser filed his form 3 late. However, that director did not buy or sell Fund Shares prior to the filing and has since made the required form 3 filing.

Report of the Audit Committee

AtPursuant to a meeting of the Audit Committee held on July 24, 2008,23, 2009, the Audit Committee reportedreports that it hadhas: (i) reviewed and discussed the Fund's audited financial statements with management; (ii) discussed with KPMG LLP ("KPMG"), the independent registered public accounting firm toof the Fund, the matters (such as the quality of the Fund's accounting principles and internal controls) required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees, as currently modified or supplemented, including, but not limited to, the scope of the Fund's audit, the Fund's financial statements61; and the Fund's accounting controls, and (iii) previously received written confirmation from KPMG that it is independent and written disclosures regarding such independence as required by Independenc eIndependence Standards Board Standard No. 1, and discussed with KPMG the independent registered public accounting firm's independence.

Pursuant to the Audit Committee Charter adopted by the Fund's Board, the Audit Committee is responsible for conferring with the Fund's independent registered public accounting firm, reviewing annual financial statements and recommending the selection of the Fund's independent registered public accounting firm. The Audit Committee advises the full Board with respect to accounting, auditing and financial matters affecting the Fund. The independent registered public accounting firm is responsible for planning and carrying out the proper audits and reviews of the Fund's financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are responsible for oversight. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the independent registered public accounting firm. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principals and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not provide assurance that the audit of the Fund's financial statements has been carried out in accordance with generally accepted accounting standards or that the financial statements are presente d in accordance with generally accepted accounting principles.

Based on the review and discussions referred to in items (i) through (iii) above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Fund's annual report for the Fund's fiscal year ended May 31, 2008.2009.

Submitted by the Audit Committee
of the Fund's Board of Directors

Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Leslie H. Gelb
William R. Hutchinson
Dr. Riordan Roett
Jeswald W. Salacuse

July 24, 200823, 2009

Board Recommendation

The Board of Directors, including the Directors who are not "interested" persons unanimously recommends that stockholders of the Fund vote FOR each of the nominees for Director.

Disclosure of Fees Paid to Independent Registered Public Accounting Firm

At a meeting held onAudit Fees. The aggregate fees billed in the last two fiscal years ended May 23,31, 2008 the Audit Committee approved the selection ofand May 31, 2009 for professional services rendered by KPMG for the audit of the Fund's annual financial statements, or services that are normally provided in connection with the statutory and regulatory filings or engagements in those fiscal year ending May 31, 2009. KPMG has informed the Fund that it has no material direct or indirect financial interest in the Fund.

No representative of KPMG will be available at the Meeting to answer questions, although KPMG has been given an opportunity to make a statement.years, were $40,000 and $42,000, respectively.

AuditAudit-Related Fees. Fees forThe aggregate fees billed by KPMG in connection with assurance and related services related to the annual audit of the Fund and for review of the Fund's financial statements, by KPMGother than the Audit Fees described above, for the fiscal years ended May 31, 20072008 and 2008May 31, 2009 were $38,000$13,000 and $40,000,$14,200, respectively.

Audit-Related Fees. Fees for These services relatedconsisted of procedures performed in connection with the calculations pursuant to the auditFunds Supplementary Creating & Fixing the Rights of the Fund's financial statements rendered by KPMGMunicipal Auction Rate Cumulative Preferred Stock dated April 7, 2002 as of April 30, 2007, May 31, 2007, April 30, 2008 and May 31, 2008 for Western Asset Managed Municipals Fund Inc.

In addition, there were no Audit Related Fees billed in the fiscal years ended May 31, 20072008 and 2008May 31, 2009 for assurance and related services by KPMG to LMPFA and any entity controlling, controlled by or under common control with LMPFA that provides ongoing services to the Fund (LMPFA and such other entities together, the "Service Affiliates"), that were $12,000related to the operations and $13,000, respectively. These amounts represent procedures performed and prepared for in an agreed upon procedures letter in accordance with the termsfinancial reporting of the Articles Supplementary.Fund.

Tax Fees. Fees for services renderedThe aggregate fees billed by KPMG for tax compliance for the fiscal years ended May 31, 2007 and 2008 were $2,300 and $0, respectively. These amounts represent aggregate fees paid for tax compliance, tax advice and tax planning services, which include the filing and amendment of federal, state and local income tax returns, timely taxregulated investment company qualification review and tax distribution and analysis planning renderedto the Fund for the fiscal years ended May 31, 2008 and May 31, 2009 were $0 and $5,600, respectively.

There were no fees billed by KPMG to the Fund.Service Affiliates for tax services for the fiscal years ended May 31, 2008 and May 31, 2009 that were required to be approved by the Fund's Audit Committee.

All Other Fees. There were no other fees billed to KPMG for other non-audit services rendered by KPMG to the Fund for the last two fiscal years.years ended May 31, 2008 and May 31, 2009.

Pre-Approval PoliciesThere were no other non-audit services rendered by KPMG to the Service Affiliates in the fiscal years ended May 31, 2008 and Procedures. The Audit Committee Charter requires thatMay 31, 2009.

Generally, the Audit Committee shallmust approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund's independent registered public accounting firm to the Manager and any service providers controlling, controlled by or under common control with the ManagerService Affiliates that provide ongoing services to the Fund ("Covered Service Providers") if the engagement relatesrelate directly to the operations and financial reporting of the Fund. The Audit Committee may implement policies and procedures by which such services are approved other than by the full Committee.Committee but has not yet done so.

For the Fund, the percentage of fees that were approved by the Audit Committee, with respect to: Audit-Related Fees were 100% and 100% for the fiscal years ended May 31, 2008 and May 31, 2009; Tax Fees were 100% and 100% for the fiscal years ended May 31, 2008 and May 31, 2009; and for Other Fees paid were 100% and 100% for the fiscal years ended May 31, 2008 and May 31, 2009.

The Audit Committee mayshall not approve non-audit services that the Committee believes may impair the independence of the independent registered public accounting firm. As of the date of the approval of the Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent registered public accounting firm, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management fun ctionsfunctions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Audit Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Manager and any Covered Service Provider constitutes not more than 5% of the total amount of revenues paid to the independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the ManagerLMPFA and (c) any Covered Service Providerentity partially controlled by or under common control with LMPFA that provides ongoing services to the Fund during the fiscal year in which the services are provided that would not have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee (or its delegate(s)del egate(s)) prior to the completion of the audit.

There were no services rendered by KPMG to the Fund for which the pre-approval requirement was waived.

Aggregate Non-Audit Fees.The aggregate non-audit fees billed by KPMG for non-audit services rendered to the Fund the Manager and Covered Service ProvidersAffiliates for the fiscal years ended DecemberMay 31, 20072008 and DecemberMay 31, 20082009 were $0 and $0, respectively.

The Fund's Audit Committee has considered whether the provision of non-audit services that were rendered by KPMG to the Manager and Covered Service ProvidersAffiliates that were not pre-approved (not requiringby the Audit Committee (because they did not require pre-approval) is compatible with maintaining KPMG's independence. All services provided by KPMG to the Fund or to the Manager or Covered Service ProvidersAffiliates that were required to be pre-approved by the Audit Committee were pre-approved as required.pre-approved.

Required Vote

Proposal 1 requires for approval the affirmative voteA representative of a majority of votes castKPMG, if requested by any stockholder, will be present via telephone at the Meeting withto respond to appropriate questions from stockholders and will have an opportunity to make a quorum present, in personstatement if he or by proxy, byshe chooses to do so.

5% Beneficial Ownership

At July 31, 2009, to the shareholdersknowledge of management, the registered stockholders who owned of record or owned beneficially more than 5% of the Fund voting onFund's capital stock outstanding is noted in the matter. Because abstentions and broker non-votes are not treated as shares voted, abstentions and broker non-votes would have no impact on Proposal 1.

The Board of Directors, including the "non-interested" Directors, recommends that the shareholders vote "FOR" the Fund's nominees for Director.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a)table below. As of the Securities Exchange Actclose of 1934 and Section 30(h)business on July 31, 2009, Cede & Co., a nominee for participants in the Depository Trust Company, held of the 1940 Act require the Fund's officers and directors, the Manager, affiliates of the Manager, and persons who beneficially own more than ten percent of a registered classrecord 41,567,597.177 shares, equal to approximately 99.2% of the Fund's outstanding securities to file reportsshares of ownershipCommon Stock and 10,000 Preferred Shares or 100% of the Fund's securities and changes in such ownershipPreferred Shares, including the shares shown below.

(1)  Based upon information obtained from Schedule 13G filed with the SEC and NYSE. Such persons are required by SEC regulations to furnish the Fund with copies of all such filings. Based solely upon its review of the copies of such filings received by it and written representations by such persons, the Fund believes that, for the fiscal year 2008, all relevant persons have complied with applicable filing requirements.

OTHER MATTERS

The Fund knows of no other matters which are to be brought before the Meeting. However, if any other matters not now known or determined properly come before the Meeting, it is the intention of the persons named in the enclosed form of Proxy to vote such Proxy in accordance with their judgment on such matters.February 13, 2009.

SHAREHOLDER PROPOSALS AND OTHER SHAREHOLDER COMMUNICATIONSSubmission of Stockholder Proposals and Other Stockholder Communications

ShareholderAll proposals by stockholders of the Fund that are intended to be presented at the 20092010 Annual Meeting of the shareholders of the FundStockholders must be received by April 9, 2009 to be includedthe Fund for inclusion in the Fund's proxy statement and the form of proxy relating to that meeting as the Fund expects that the 2009 Annual Meeting will be held in September 2009. The submission by a shareholder of a proposal for inclusion in the proxy statement does not guarantee that it will be included.no later than April 16, 2010. Any shareholderstockholder who desires to submitbring a proposal at the 20092010 Annual Meeting of ShareholdersStockholders without including such proposal in the Fund's proxy statement must deliver written notice thereof to the Secretary of the Fund (addressed to c/o Legg Mason, 300100 First Stamford Place, 7th Floor, Stamford, CT 06902) during the period from June 23, 200925, 2010 to July 21, 2009.26, 2010. However, if the 2009Fund's 2010 Annual Meeting of ShareholdersStockholders is held earlier than August 20, 2009,27, 2010 or later than November 14, 2009,24, 2010, such written notice must be delivered to the Se cretarySecretary of the Fund during the period fromno earlier than 90 days before the date of the 20092010 Annual Meeting toof Stockholders and no later than the later of 60 days prior to the date of the 20092010 Annual Meeting of Stockholders or 10 days following the public announcement of the date of the 20092010 Annual Meeting. ShareholderMeeting of Stockholders. Stockholder proposals are subject to certain regulations under the federal securities laws.

The Fund's Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, "Accounting Matters"). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer ("CCO"). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund's Audit Committee Chair (together with the CCO, "Complaint Officers"). Complaints may be submitted on an anonymous basis.

The CCO may be contacted at:

Legg Mason & Co., LLC
Compliance Department
620 Eighth Avenue, 49th Floor
New York, NY 10041New York 10018

Complaints may also be submitted by telephone at 800-742-5274.1-800-742-5274. Complaints submitted through this number will be received by the CCO.

The Fund's Audit Committee Chair may be contacted at:

Western Asset Managed Municipals Fund Inc.
Audit Committee Chair
c/o Robert K. Fulton, Esq.
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103

A shareholderstockholder who wishes to send any other communications to the Board should also deliver such communications to the Secretary of the Fund Robert I. Frenkel, 300at 100 First Stamford Place, 2nd7th Floor, Stamford, CT 06902. The Secretary is responsible for determining, in consultation with other officers of the Fund, counsel, and other advisers as appropriate, which shareholderstockholder communications will be relayed to the Board.

It is importantExpenses of Proxy Solicitation

The costs of preparing, assembling and mailing material in connection with this solicitation of proxies will be borne by the Fund and are expected to be approximately $54,000. Proxies may also be solicited in-person by officers of the Fund and by regular employees of LMPFA or its affiliates, or other representatives of the Fund or by telephone, in addition to the use of mails. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies, and will be reimbursed by the Fund for such out-of-pocket expenses.

Other Business

The Fund's Board of Directors does not know of any other matter that proxies be returned promptly. Shareholders who do not expect to attendmay come before the Meeting. If any other matter properly comes before the Meeting, are therefore urged to complete and sign, date and returnit is the intention of the persons named in the proxy card as soon as possibleto vote the proxies in the enclosed postage-paid envelope.accordance with their judgment on that matter.

By Order of the Board of Directors,

Robert I. Frenkel
Secretary

August 27, 200812, 2009

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

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