SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, New York
March 14, 2007
VIA EDGAR
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | Western Asset Municipal Partners Fund Inc. Registration Statement on |
| Form N-14 (File Nos. 333-141241 and 811-7362) filed on March 13, 2007 |
Ladies and Gentlemen:
On behalf of our client, Western Asset Municipal Partners Fund Inc. (the “Fund”), we hereby specifically incorporate by reference into the facing sheet of the Registration Statement on Form N-14 filed by the Fund on March 13, 2007 the following language pursuant to Rule 473 under the Securities Act of 1933, as amended:
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.
If you have any questions in connection with this delaying amendment, please call Jacob C. Tiedt (212-455-3647) of this firm.
| Very truly yours, |
| /s/ Simpson Thacher & Bartlett LLP |
| Simpson Thacher & Bartlett LLP |