SC TO-I/A

As filed with the Securities and Exchange Commission on January 25, 2007.

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. 2)

WESTERN ASSET

INFLATION MANAGEMENT FUND INC.

(Name of Subject Company (issuer))

WESTERN ASSET

INFLATION MANAGEMENT FUND INC.

(Name of Filing Person (offeror))

COMMON STOCK,

$0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

95766U107

(CUSIP Number of Class of Securities)

ROBERT I. FRENKEL

SECRETARY

WESTERN ASSET

INFLATION MANAGEMENT FUND INC.

300 FIRST STAMFORD PLACE, 4TH 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
$7,646,288(a)	$818.16(b)

(a) Calculated as the aggregate maximum purchase price to be paid for 433,463 shares in the offer, based upon a price of $17.64 (98% of the net asset value per share of $17.99 on December 12, 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:	$818.16	Filing Party:	Western Asset Inflation Management Fund Inc.
Form or Registration No.:	Schedule TO	Date Filed:	December 15, 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.    x

Introductory Statement

This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 15, 2007 by Western Asset Inflation Management Fund Inc., a Maryland corporation (the “Fund”), relating to an offer to purchase for cash up to 5% of its outstanding shares, or 433,463 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)(ii)	Text of press release dated and issued on January 25, 2007.

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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.

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

Dated: January 25, 2007

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EX-99.(A)(5)(II)

EXHIBIT (a)(5)(ii)

For Immediate Release

WESTERN ASSET

INFLATION MANAGEMENT FUND INC.

ANNOUNCES FINAL RESULTS OF TENDER OFFER

New York, NY, January 25, 2007 — Western Asset Inflation Management Fund Inc. (NYSE: IMF) (the “Fund”) announced today that, in accordance with its tender offer for up to 433,463 of its issued and outstanding shares of common stock, which expired on Wednesday, January 17, 2007, the Fund has accepted that number of shares for payment today at $17.08 per share. These shares represent 5% of the Fund’s outstanding shares. The tender offer is pursuant to a Settlement Agreement, dated as of February 13, 2006, between the Fund and Karpus Management, Inc. (including certain affiliates thereof).

A total of 5,273,116 shares were properly tendered and not withdrawn by January 17, 2007, the final date for withdrawals. Therefore, in accordance with the terms of the tender offer, the Fund is purchasing shares on a pro rata basis from all tendering stockholders. Accordingly, on a pro rata basis, 8.22033% of shares for each stockholder who properly tendered shares has been accepted for payment.

Western Asset 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”. The Fund is advised by Legg Mason Partners Fund Advisor, LLC, a wholly owned subsidiary of Legg Mason, Inc., and is sub-advised by Western Asset Management Company and Western Asset Management Company Limited, affiliates of the Investment Adviser.

Periodically updated information on the Fund can be obtained through 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.

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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