SC TO-I/A

As filed with the Securities and Exchange Commission on July 31, 2006.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Salomon Brothers Inflation Management Fund Inc.

(Name of Subject Company (issuer))

Salomon Brothers Inflation Management Fund Inc.

(Name of Filing Person (offeror))

Common Stock,

$0.001 Par Value Per Share

(Title of Class of Securities)

79550V109

(CUSIP Number of Class of Securities)

ROBERT I. FRENKEL

SECRETARY

SALOMON BROTHERS INFLATION MANAGEMENT FUND INC.

300 FIRST STAMFORD PLACE, 4^TH FLOOR

STAMFORD, CONNECTICUT 06902

(203) 890-7041

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

Sarah E. Cogan, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York, 10017

(212) 455-2000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$16,356,002(a)	$1,750.10(b)

(a) Calculated as the aggregate maximum purchase price to be paid for 963,251 shares in the offer, based upon a price of $16.98 (98% of the net asset value per share of $17.32 on June 26, 2006).

(b) Calculated at $107 per $1,000,000 of the Transaction Valuation.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$1,750.10	Filing Party:	Salomon Brothers Inflation Management Fund Inc.
Form or Registration No.:	Schedule TO	Date Filed:	June 29, 2006

¨ Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

¨	third party tender offer subject to Rule 14d-1	¨	going-private transaction subject to Rule 13e-3
x	issuer tender offer subject to Rule 13e-4	¨	amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

Introductory Statement

This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 29, 2006 by Salomon Brothers Inflation Management Fund Inc., a Maryland corporation (the “Fund”), relating to an offer to purchase for cash up to 10% of its outstanding shares, or 963,251 of the Fund’s issued and outstanding shares of Common Stock, par value $0.001 per share, amends such Issuer Tender Offer Statement on Schedule TO to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Item 12. Exhibits

The following material is hereby filed as an additional exhibit to the Fund’s Schedule TO:

Exhibit No.	Description
(a)(5)(i)	Text of press release dated and issued on July 31, 2006.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SALOMON BROTHERS INFLATION MANAGEMENT FUND INC.
By:	/s/ R. Jay Gerken
Name:	R. Jay Gerken
Title:	Chairman, President and Chief Executive Officer

Dated: July 31, 2006

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EX-99.A(5)(I)

EXHIBIT (a)(5)(i)

For Immediate Release

Salomon Brothers Inflation Management Fund Inc.

Announces Preliminary Results of Tender Offer

New York, NY, July 31, 2006 — Salomon Brothers Inflation Management Fund Inc. (NYSE: IMF) (the “Fund”) announced today that the Fund’s tender offer for 963,251 of its issued and outstanding shares of common stock, representing approximately 10% of the Fund’s outstanding shares, expired on Friday, July 28, 2006 at 12:00 midnight, New York City time.

Based upon current information, approximately 5,434,985.9718 shares were tendered, including shares tendered pursuant to notices of guaranteed delivery. This number is subject to adjustment and should not be considered as final. Because the number of shares tendered exceeds 963,251 shares, the tender offer has been oversubscribed. Therefore, in accordance with the terms of the tender offer, the Fund will purchase shares on a pro rata basis for all tendering stockholders, other than stockholders holding 99 or less shares who tender all their shares and for whom the Fund will accept all shares properly tendered. Payment for such shares will be made on or about August 7, 2006. The purchase price of properly tendered shares is $17.42 per share (which is 98% of the net asset value per share determined as of the close of the regular trading session of the New York Stock Exchange on July 28, 2006).

Salomon Brothers Inflation Management Fund Inc. is a closed-end management investment company whose primary objective is total return. Current income is a secondary objective. The Fund is traded on the New York Stock Exchange under the trading symbol “IMF”. A subsidiary of Legg Mason, Inc. serves as investment manager to the Fund.

Periodically updated information on the Fund can be obtained by calling the Fund’s dedicated telephone line. Information provided includes a recorded update revealing the net asset value, market price and other information. The Fund’s toll free number is (888) 777-0102.

Note: “Smith Barney”, “Salomon Brothers” and “Citi” 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 Fund’s investment manager, are not affiliated with Citigroup.

Contact:	Brenda Grandell Director, Closed-End Funds Legg Mason & Co., LLC 212-291-3775
Media Relations:	Mary Athridge Media Relations Legg Mason & Co., LLC 212-559-0104

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THIS PRESS RELEASE MAY CONTAIN STATEMENTS REGARDING PLANS AND EXPECTATIONS FOR THE FUTURE THAT CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “CONTINUE” OR OTHER SIMILAR WORDS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON THE FUND’S CURRENT PLANS AND EXPECTATIONS, AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. ADDITIONAL INFORMATION CONCERNING SUCH RISKS AND UNCERTAINTIES ARE CONTAINED IN THE FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

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