Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Western Asset High Income Opportunity Fund Inc.:

In planning and performing our audit of the financial statements
of Western Asset High Income Opportunity Fund Inc. (the "Fund"),
as of and for the year ended September 30, 2015, in accordance
with the standards of the Public Company Accounting Oversight
Board (United States), we considered the Fund's internal control
over financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, but not for
the purpose of expressing an opinion on the effectiveness of the
Fund's internal control over financial reporting. Accordingly, we
express no such opinion.
Management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. A fund's internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  A
fund's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the fund are being made only in
accordance with authorizations of management and directors of the
fund; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or
disposition of the fund's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a
timely basis. A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material
misstatement of the Fund's annual or interim financial statements
will not be prevented or detected on a timely basis.
Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States).  However, we noted no deficiencies in the
Fund's internal control over financial reporting and its
operation, including controls over safeguarding securities that
we consider to be a material weakness as defined above as of
September 30, 2015.
This report is intended solely for the information and use of
management and the Board of Directors of Western Asset High
Income Opportunity Fund Inc. and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.


/s/KPMG LLP
New York, New York
November 19, 2015
Page 2