Statement of Additional Information dated 05/01/2006 for
Capital and Income Fund Class A

Supplement to SAI dated 07/12/2006
Supplement to SAI dated 07/12/2006

May 1, 2006

STATEMENT OF ADDITIONAL INFORMATION

LEGG MASON PARTNERS INCOME FUNDSLEGG MASON PARTNERS CAPITAL AND INCOME FUND

125 Broad Street

New York, New York 10004

(800) 451-2010

This Statement of Additional Information (SAI) is not a prospectus and is meant to be read in conjunction with the prospectus of the Legg Mason Partners Capital and Income Fund (the fund) dated May 1, 2006, as amended or supplemented from time to time (the Prospectus), and is incorporated by reference in its entirety into the Prospectus. Additional information about the funds investments is available in the funds annual and semi-annual reports to shareholders which are incorporated herein by reference. The prospectus and copies of the reports may be obtained free of charge by contacting a Smith Barney Financial Advisor, a PFS Investments Inc. Registered Representative, a broker/dealer, financial intermediary or a financial institution (each called a Service Agent), or by writing or calling the fund at the address or telephone number above. The fund is a separate investment series of Legg Mason Partners Income Funds (the trust).

Smith Barney and Salomon Brothers are service marks of Citigroup, licensed for use by Legg Mason as the names of funds and investment advisers. Legg Mason and its affiliates, as well as the funds investment manager, are not affiliated with Citigroup.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY BANK, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY, AND INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

TABLE OF CONTENTS

This Statement of Additional Information is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by an effective Prospectus.

1

TRUSTEES AND EXECUTIVE OFFICERS OF THE TRUST

The names of the Trustees of the trust and executive officers of the fund, together with information as to the Trustees and officers principal business occupations during the past five years, are set forth below. The executive officers of the fund are employees of organizations that provide services to the fund. Each Trustee who is an interested person of the trust, as defined in the Investment Company Act of 1940, as amended (the 1940 Act), is interested by virtue of that individuals position with Legg Mason, Inc. (Legg Mason) or its affiliates.

2

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