Edgar Filing: SALOMON BROTHERS CAPITAL & INCOME FUND INC

Salomon Brothers Capital and Income Fund Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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) June 28, 2005

Salomon Brothers Capital and Income Fund Inc.

(Exact name of registrant as specified in its charter)

Maryland

811-21467

47-0936930

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


300 First Stamford Place, 4^th Floor, Stamford, CT		06902
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (203) 890-7041

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))

Salomon Brothers Capital and Income Fund Inc.

CURRENT REPORT ON FORM 8-K

Item 7.01 Regulation FD Disclosure.

On June 28, 2005, Salomon Brothers Capital and Income Fund Inc. (the “Fund”) issued a press release announcing an agreement under which Citigroup Inc., the parent company of the Fund’s investment adviser, will sell substantially all of its worldwide asset management business to Legg Mason, Inc.

Exhibit 99.1 is a copy of the press release. The press release is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, and the information contained in Exhibit 99.1 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. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Fund under the Securities Act of 1933, as amended.

Item 9. 01 Financial Statements and Exhibits.

(c)

Exhibits.


Exhibit Number
99.1		Salomon Brothers Capital and Income Fund Inc. press release, dated June 28, 2005.

SIGNATURE

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


		Salomon Brothers Capital and Income Fund Inc. (Registrant)

Date: June 28, 2005		/s/ Thomas C. Mandia
		(Signature)

		Name: Thomas C. Mandia
		Title: Assistant Secretary

EXHIBIT INDEX


Exhibit Number
99.1		Press release of the Fund, dated June 28, 2005.