default swap purchased by the Fund, the agreed upon amount received by the Fund in the event of default of the referenced debt obligation is recorded as proceeds from sale/delivery of the referenced debt obligation and the resulting gain or loss realized on the referenced debt obligation is recorded as such by the Fund.

     Entering into credit default swaps involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there will be unfavorable changes in net interest rates.

     (f) Credit and Market Risk. The Fund invests in high yield and emerging market instruments that are subject to certain credit and market risks. The yields of high yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investment in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investment in non-dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

     (g) Cash Flow Information. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statement of Changes in Net Assets and additional information on cash receipts and cash payments are presented in the Statement of Cash Flows.

     (h) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

     (i) Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

     The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

     Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference

Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report      17

Notes to Financial Statements (continued)

between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at the date of valuation, resulting from changes in exchange rates.

     Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

     (j) Distributions to Shareholders. Distributions from net investment income for the Fund, if any, are declared and paid on a quarterly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

     (k) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.

     (l) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. During the current year, the following reclassifications have been made:

	Undistributed		Accumulated
	Net Investment		Net Realized
	Income		Gain
(a)	$1,856,496		$(1,856,496)

(a)

Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes, differences between book and tax amortization of premium on fixed income securities, book/tax differences in the treatment of passive for- eign investment companies and book/tax differences in the treatment of credit default swaps.

 

2. Investment Management Agreement and Other Transactions with Affiliates

On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business, Citigroup Asset Management (“CAM”), to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment adviser (manager), Salomon Brothers Asset Management Inc. (the “Manager” or “SBAM”), previously an indirect wholly-owned subsidiary of Citigroup, has become a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s existing investment management contract to terminate. The Fund’s shareholders approved a new investment management contract between the Fund and the Manager, which became effective on December 1, 2005.

     Legg Mason, whose principal executive offices are in Baltimore, Maryland, is a financial services holding company.

18      Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report

---

Notes to Financial Statements (continued)

     Prior to the Legg Mason transaction, and continuing under the new investment management agreement, the Fund paid the Manager a fee calculated at an annual rate of 1.05% of the Fund’s average weekly net assets. This fee is calculated daily and paid monthly.

     During the year ended May 31, 2006, the manager reimbursed expenses amounting to $7,989.

     Certain officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.

3. Investments

During the year ended May 31, 2006, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

Purchases	$	394,588,760
Sales		483,640,072

     At May 31, 2006, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

---

Gross unrealized appreciation	$	12,313,829
Gross unrealized depreciation		(10,538,170	)
Net unrealized appreciation	$	1,775,659

     Transactions in reverse repurchase agreements for the Fund during the year ended May 31, 2006 were as follows:

Average		Weighted		Maximum
Daily		Average		Amount
Balance		Interest Rate		Outstanding
$42,202,736		2.76%		$73,748,456

     Interest rates on reverse repurchase agreements ranged from 0.150% to 3.850% during the year ended May 31, 2006. Interest expense incurred on reverse repurchase agreements totaled $407,916. At May 31, 2006, the Fund had no open reverse repurchase agreements.

     At May 31, 2006, the Fund had the following open futures contracts:

		Number of		Expiration			Basis			Market			Unrealized
Contracts to Sell:		Contracts		Date			Value			Value			Gain
U.S. Treasury 10 Year Notes		304		6/06		$	32,638,480		$	31,943,750		$	694,730
U.S. Treasury 10 Year Notes		196		9/06			20,625,091			20,564,688			60,403
Net Unrealized Gain on Open Futures Contracts												$	755,133

Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report      19

---

Notes to Financial Statements (continued)

4. Loan

Effective October 7, 2005, the Fund had a $30,000,000 loan available pursuant to a revolving credit and security agreement, of which the Fund had $30,000,000 outstanding with CHARTA, LLC (as successor by assignment to CXC, LLC) (the “Lender’’). Prior to October 7, 2005 the Fund had a $55,000,000 loan available pursuant to a revolving credit and security agreement, of which the Fund had $55,000,000 outstanding. The loan generally bears interest at a variable rate based on the weighted average interest rates of the underlying commercial paper or LIBOR, plus any applicable margin. Securities held by the Fund are subject to a lien, granted to the lenders, to the extent of the borrowing outstanding and any additional expenses. For the year ended May 31, 2006, the Fund incurred interest expense on this loan in the amount of $2,000,549.

5. Dividends Subsequent to May 31, 2006

On May 8, 2006, the Board of Directors (“Board”) of the Fund declared a dividend distribution in the amount of $0.260 per share payable on June 30, 2006 to shareholders of record on June 27, 2006.

6. Income Tax Information and Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended May 31, were as follows:

	2006		2005
Distributions paid from:
Ordinary Income	$27,706,524		$40,150,833
Net Long-term Capital Gains	14,002,301		—
Total Distributions Paid	$41,708,825		$40,150,833

     As of May 31, 2006, the components of accumulated earnings on a tax basis were as follows:

---

Undistributed ordinary income — net	$11,569,560
Undistributed long-term capital gains — net	6,708,660
Total undistributed earnings	$18,278,220
Other book/tax temporary differences (a)	(755,132	)
Unrealized appreciation/(depreciation) (b)	2,527,462
Total accumulated earnings/(losses) — net	$20,050,550

(a)	Other book/tax temporary differences are attributable primarily to the realization for tax purposes of unrealized gains on certain futures contracts.
(b)	The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable to the tax deferral of losses on wash sales and the difference between book & tax amortization methods for premiums on fixed income securities.

 

20      Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report

---

Notes to Financial Statements (continued)

7. Regulatory Matters

On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”) and Citigroup Global Markets Inc. (“CGM”) relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Affected Funds”).

     The SEC order finds that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Affected Funds’ then existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Affected Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Affected Funds’ best interests and that no viable alternatives existed. SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.

     The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Affected Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made.

     The order also required that transfer agency fees received from the Affected Funds since December 1, 2004 less certain expenses be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order.

     On April 3, 2006, an aggregate amount of approximately $9 million was distributed to the Affected Funds. The order required SBFM to recommend a new transfer agent contract to the Affected Funds boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM

Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report      21

---

Notes to Financial Statements (continued)

would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Fund’s Board selected a new transfer agent for the Fund. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.

     Although there can be no assurance, SBFM does not believe that this matter will have a material adverse effect on the Affected Funds.

     This Fund is not one of the Affected Funds and therefore did not implement the transfer agent arrangement described above and therefore has not received and will not receive any portion of the distributions.

     On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.

8. Other Matters

On September 16, 2005, the staff of the SEC informed SBFM and SBAM that the staff is considering recommending that the Commission institute administrative proceedings against SBFM and SBAM for alleged violations of Section 19(a) and 34(b) of the 1940 Act (and related Rule 19a-1). The notification is a result of an industry wide inspection by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the 1940 Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.

     Although there can be no assurance, SBAM believes that this matter is not likely to have a material adverse effect on the Fund or SBAM’s ability to perform investment management services relating to the Fund.

9. Subsequent Events

The Fund’s Board approved a new management agreement with Legg Mason Partners Fund Advisor, LLC (“LMPFA”), under which LMPFA will act as the investment adviser for the Fund effective August 1, 2006.

     The Fund’s Board also approved a new sub-advisory agreement for the Fund between LMPFA and Western Asset Management Company (“Western Asset”). LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason.

     The portfolio manager(s) who are responsible for the day-to-day management of the Fund remain the same immediately prior to and immediately after the date of these changes.

     LMPFA will provide administrative and certain oversight services to the Fund. LMPFA will delegate to the sub-adviser(s), as applicable, the day-to-day portfolio management of the Fund. The management fees for the Fund will remain unchanged.

     In addition to these advisory changes, it is expected that the Fund’s name will change to Western Asset Emerging Markets Income Fund II Inc. in October of 2006.

22      Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report

---

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Salomon Brothers Emerging Markets Income Fund II Inc.:

     We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Salomon Brothers Emerging Markets Income Fund II Inc., as of May 31, 2006, and the related statement of operations, statement of changes in net assets, statement of cash flows, and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statement of changes in net assets for the year ended May 31, 2005 and the financial highlights for each of the years in the four-year period then ended were audited by other independent registered public accountants whose report thereon, dated July 21, 2005, expressed an unqualified opinion on that financial statement and those financial highlights.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2006, by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Salomon Brothers Emerging Markets Income Fund II Inc., as of May 31, 2006, and the results of its operations, the changes in its net assets, statement of cash flows and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York
July 24, 2006

Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report      23

---

Additional Information (unaudited)

Information about Directors and Officers

The business and affairs of Salomon Brothers Emerging Markets Income Fund II Inc. (“Fund”) are managed under the direction of the Board of Directors. Information pertaining to the Directors and Officers of the Fund is set forth below.

								Number of
								Portfolios in
								Fund Complex
				Term of		Principal		Overseen by		Other
		Position(s)		Office(1) and		Occupation(s)		Director		Board
Name, Address		Held with		Length of		During Past		(including		Memberships
and Birth Year		Fund(1)		Time Served		Five Years		the Fund)		Held by Director
Non-Interested Directors:
Carol L. Colman		Director and		Since		President,		37		None
Colman Consulting Co.		Member of the		2003		Colman
278 Hawley Road		Nominating and				Consulting Co.
North Salem, NY 10560		Audit Committees,
Birth Year: 1946		Class III
Daniel P. Cronin		Director and		Since		Formerly Associate		34		None
c/o Chairman of the Fund		Member of the		2003		General Counsel,
399 Park Avenue, 4th Floor		Nominating and				Pfizer Inc.
New York, NY 10022		Audit Committees,
Birth Year: 1946		Class III
Leslie H. Gelb		Director and		Since		President, Emeritus		34		Director of
c/o Chairman of the Fund		Member of		1994		and Senior Board				two registered
399 Park Avenue, 4th Floor		the Nominating				Fellow, The Council				investment
New York, NY 10022		and Audit				on Foreign Relations;				companies
Birth Year: 1937		Committees,				Formerly, Columnist,				advised by
		Class I				Deputy Editorial Page				Blackstone
						Editor and Editor,				Asia Advisors
						Op-Ed Page,				L.L.C. (“Blackstone
						The New York Times				Advisors”)
William R. Hutchinson		Director and		Since		President, W.R.		44		Director,
535 N. Michigan Avenue		Member of		2003		Hutchinson &				Associated
Suite 1012		Nominating				Associates Inc.;				Banc-Corp.
Chicago, IL 60611		and Audit				Formerly Group Vice
Birth Year: 1942		Committees,				President, Mergers and
		Class III				Acquisitions, BP Amoco
						p.l.c.
Riordan Roett		Director and		Since		Professor and Director,		34		None
The Johns Hopkins University		Member of		1995		Latin America Studies
1740 Massachusetts Ave., NW		the Nominating				Program, Paul H. Nitze
Washington, DC 20036		and Audit				School of Advanced
Birth Year: 1938		Committees,				International Studies,
		Class I				The Johns Hopkins
						University
Jeswald W. Salacuse		Director and		Since		Henry J. Braker		34		Director of two
c/o Chairman of the Fund		Member of		1994		Professor of				registered
399 Park Avenue, 4th Floor		the Nominating				Commercial Law and				investment
New York, NY 10022		and Audit				formerly Dean, The				companies
Birth Year: 1938		Committees,				Fletcher School of				advised by
		Class II				Law & Diplomacy,				Blackstone
						Tufts University				Advisors

24      Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report

---

Additional Information (unaudited) (continued)

								Number of
								Portfolios in
								Fund Complex
				Term of		Principal		Overseen by		Other
		Position(s)		Office(1) and		Occupation(s)		Director		Board
Name, Address		Held with		Length of		During Past		(including		Memberships
and Birth Year		Fund(1)		Time Served		Five Years		the Fund)		Held by Director
Interested Director:
R. Jay Gerken, CFA(2)		Director,		Since		Managing Director		169		Trustee,
Legg Mason & Co.,		Chairman,		2002		of Legg Mason;				Consulting
LLC (“Legg Mason”)		President				President and Chief				Group Capital
399 Park Avenue, 4th Floor		and Chief				Executive Officer of				Markets Fund
New York, NY 10022		Executive Officer,				Smith Barney Fund
Birth Year: 1951		Class II				Management LLC
						(“SBFM”) and Citi
						Fund Management
						Inc. (“CFM”); President
						and Chief Executive
						Officer of certain
						mutual funds
						associated with
						Legg Mason; Formerly,
						Chairman of SBFM
						and CFM (from 2002
						to 2006); Formerly,
						Chairman, President
						and Chief Executive
						Officer of Travelers
						Investment Advisers,
						Inc. (from 2002
						to 2005)
Officers:
Frances M. Guggino		Chief Financial		Since		Director of Legg		N/A		N/A
Legg Mason		Officer and		2004		Mason; Chief Financial
125 Broad Street, 10th Floor		Treasurer				Officer and Treasurer
New York, NY 10004						of certain mutual funds
Birth Year: 1957						associated with Legg
						Mason
		Controller		2002-		Formerly, Controller of
				2004		certain mutual funds
						associated with Legg
						Mason (from 1999
						to 2004)

Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report      25

---

Additional Information (unaudited) (continued)

								Number of
								Portfolios in
								Fund Complex
				Term of		Principal		Overseen by		Other
		Position(s)		Office(1) and		Occupation(s)		Director		Board
Name, Address		Held with		Length of		During Past		(including		Memberships
and Birth Year		Fund(1)		Time Served		Five Years		the Fund)		Held by Director
Ted P. Becker		Chief		Since		Managing Director		N/A		N/A
Legg Mason		Compliance		2006		of Compliance at
399 Park Avenue, 4th Floor		Officer				Legg Mason, (2005-
New York, NY 10022						Present); Chief
Birth Year: 1951						Compliance Officer
						with certain mutual
						funds associated
						with Legg Mason
						(since 2006); Managing
						Director of Compliance
						at Legg Mason or its
						predecessors (2002-
						2005). Prior to 2002,
						Managing Director-
						Internal Audit & Risk
						Review at Citigroup,
						Inc.
Wendy S. Setnicka		Controller		Since		Vice President of		N/A		N/A
Legg Mason				2004		Legg Mason (since
125 Broad Street, 10th Floor						2003); Controller
New York, NY 10004						of certain mutual
Birth Year: 1964						funds associated
						with Legg Mason;
						Formerly, Assistant
						Controller of Legg
						Mason (from 2002
						to 2004); Accounting
						Manager of Legg
						Mason (from 1998
						to 2002)
Robert I. Frenkel		Secretary and		Since		Managing Director		N/A		N/A
Legg Mason		Chief Legal		2003		General Counsel of
300 First Stamford		Officer				Global Mutual Funds
4th Floor						for Legg Mason
Stamford, CT 06902						and its predecessor
Birth Year: 1954						(since 1994); Secretary
						and Chief Legal
						Officer of mutual
						funds associated
						with Legg Mason

(1)	The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2004, year 2005 and year 2006, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Directors following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.
(2)	Mr. Gerken is an “interested person” of the Fund as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of SBFM and certain of its affiliates.

26      Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report

---

Annual Chief Executive Officer and Chief Financial
Officer Certification (unaudited)

The Fund’s CEO has submitted to the NYSE the required annual certification, and the Fund also has included the Certifications of the Fund’s CEO and CFO required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC, for the period of this report.

Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report      27

---

Important Tax Information (unaudited)

The following information is provided with respect to the distributions paid during the taxable year ended May 31, 2006.

---

Record Date:	12/27/2005
Payable Date:	12/30/2005
Long-Term Capital Gain Dividend	$0.573100
Please retain this information for your records.

28      Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report

---

Form of Terms and Conditions of Amended and
Restated Dividend Reinvestment and Cash Purchase
Plan (unaudited)

Pursuant to certain rules of the Securities and Exchange Commission, the following additional disclosure is provided.

     Each shareholder holding shares of common stock (“Shares”) of the Salomon Brothers Emerging Markets Income Fund II Inc., will be deemed to have elected to be a participant in the Amended and Restated Dividend Reinvestment and Cash Purchase Plan (“Plan”), unless the shareholder specifically elects in writing (addressed to the Agent at the address below or to any nominee who holds Shares for the shareholder in its name) to receive all distributions in cash, paid by check, mailed directly to the record holder by or under the direction of American Stock Transfer & Trust Company as the Fund’s dividend-paying agent (“Agent”). A shareholder whose Shares are held in the name of a broker or nominee who does not provide an automatic reinvestment service may be required to take such Shares out of “street name” and register such Shares in the shareholder’s name in order to participate, otherwise distributions will be paid in cash to such shareholder by the broker or nominee. Each participant in the Plan is referred to herein as a “Participant.” The Agent will act as agent for each Participant, and will open accounts for each Participant under the Plan in the same name as their Shares are registered.

     Unless the Fund declares a distribution payable only in the form of cash, the Agent will apply all distributions in the manner set forth below.

     If, on the determination date, the market price per Share equals or exceeds the net asset value per Share on that date (such condition, a “market premium”), the Agent will receive the distribution in newly issued Shares of the Fund on behalf of Participants. If, on the determination date, the net asset value per Share exceeds the market price per Share (such condition, a “market discount”), the Agent will purchase Shares in the open-market. The determination date will be the fourth New York Stock Exchange trading day (a New York Stock Exchange trading day being referred to herein as a “Trading Day”) preceding the payment date for the distribution. For purposes herein, “market price” will mean the average of the highest and lowest prices at which the Shares sell on the New York Stock Exchange on the particular date, or if there is no sale on that date, the average of the closing bid and asked quotations.

     Purchases made by the Agent will be made as soon as practicable commencing on the Trading Day following the determination date and terminating no later than 30 days after the distribution payment date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities law; provided, however, that such purchases will, in any event, terminate on the earlier of (i) 60 days after the distribution payment date and (ii) the Trading Day prior to the “ex-dividend” date next succeeding the distribution payment date.

     If (i) the Agent has not invested the full distribution amount in open-market purchases by the date specified in paragraph 4 above as the date on which such purchases must terminate or (ii) a market discount shifts to a market premium during the purchase period, then the Agent will cease making open-market purchases and will receive the uninvested portion of the distribution amount in newly issued Shares (x) in the case of (i) above, at the close of business

Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report      29

---

Form of Terms and Conditions of Amended and
Restated Dividend Reinvestment and Cash Purchase
Plan (unaudited) (continued)

on the date the Agent is required to terminate making open-market purchases as specified in paragraph 4 above or (y) in the case of (ii) above, at the close of business on the date such shift occurs; but in no event prior to the payment date for the distribution.

     In the event that all or part of a distribution amount is to be paid in newly issued Shares, such Shares will be issued to Participants in accordance with the following formula: (i) if, on the valuation date, the net asset value per Share is less than or equal to the market price per Share, then the newly issued Shares will be valued at net asset value per Share on the valuation date; provided, however, that if the net asset value is less than 95% of the market price on the valuation date, then such Shares will be issued at 95% of the market price and (ii) if, on the valuation date, the net asset value per Share is greater than the market price per Share, then the newly issued Shares will be issued at the market price on the valuation date. The valuation date will be the distribution payment date, except that with respect to Shares issued pursuant to paragraph 5 above, the valuation date will be the date such Shares are issued. If a date that would otherwise be a valuation date is not a Trading Day, the valuation date will be the next preceding Trading Day.

     Participants have the option of making additional cash payments to the Agent, monthly, in a minimum amount of $250, for investment in Shares. The Agent will use all such funds received from Participants to purchase Shares in the open market on or about the first business day of each month. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Agent, Participants should send in voluntary cash payments to be received by the Agent approximately 10 days before an applicable purchase date specified above. A Participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Agent not less than 48 hours before such payment is to be invested.

     Purchases by the Agent pursuant to paragraphs 4 and 7 above may be made on any securities exchange on which the Shares are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Agent shall determine. Funds held by the Agent uninvested will not bear interest, and it is understood that, in any event, the Agent shall have no liability in connection with any inability to purchase Shares within the time periods herein provided, or with the timing of any purchases effected. The Agent shall have no responsibility as to the value of the Shares acquired for the Participant’s account. The Agent may commingle amounts of all Participants to be used for open-market purchases of Shares and the price per Share allocable to each Participant in connection with such purchases shall be the average price (including brokerage commissions) of all Shares purchased by the Agent.

     The Agent will maintain all Participants’ accounts in the Plan and will furnish written confirmations of all transactions in each account, including information needed by Participants for personal and tax records. The Agent will hold Shares acquired pursuant to the Plan in non-certificated form in the Participant’s name or that of its nominee, and each Participant’s proxy will include those Shares purchased pursuant to the Plan. The Agent will forward to Participants any proxy solicitation material and will vote any Shares so held for

30      Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report

---

Form of Terms and Conditions of Amended and
Restated Dividend Reinvestment and Cash Purchase
Plan (unaudited) (continued)

Participants only in accordance with the proxy returned by Participants to the Fund. Upon written request, the Agent will deliver to Participants, without charge, a certificate or certificates for the full Shares.

     The Agent will confirm to Participants each acquisition made for their respective accounts as soon as practicable but not later than 60 days after the date thereof. Although Participants may from time to time have an undivided fractional interest (computed to three decimal places) in a Share of the Fund, no certificates for fractional shares will be issued. Distributions on fractional shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Agent will adjust for any such undivided fractional interest in cash at the market value of the Fund’s Shares at the time of termination less the pro rata expense of any sale required to make such an adjustment.

     Any share dividends or split shares distributed by the Fund on Shares held by the Agent for Participants will be credited to their respective accounts. In the event that the Fund makes available to Participants rights to purchase additional Shares or other securities, the Shares held for Participants under the Plan will be added to other Shares held by the Participants in calculating the number of rights to be issued to Participants.

     The Agent’s service fee for handling distributions will be paid by the Fund. Participants will be charged a pro rata share of brokerage commissions on all open-market purchases.

     Participants may terminate their accounts under the Plan by notifying the Agent in writing. Such termination will be effective immediately if notice is received by the Agent not less than 10 days prior to any distribution record date; otherwise such termination will be effective on the first Trading Day after the payment date for such distribution with respect to any subsequent distribution. The Plan may be amended or terminated by the Fund as applied to any voluntary cash payments made and any distribution paid subsequent to written notice of the change or termination sent to Participants at least 30 days prior to the record date for the distribution. The Plan may be amended or terminated by the Agent, with the Fund’s prior written consent, on at least 30 days’ written notice to Participants. Notwithstanding the preceding two sentences, the Agent or the Fund may amend or supplement the Plan at any time or times when necessary or appropriate to comply with applicable law or rules or policies of the Securities and Exchange Commission or any other regulatory authority. Upon any termination, the Agent will cause a certificate or certificates for the full Shares held by each Participant under the Plan and cash adjustment for any fraction to be delivered to each Participant without charge.

     Any amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Agent receives written notice of the termination of the Participant’s account under the Plan. Any such amendment may include an appointment by the Agent in its place and stead of a successor Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Agent under these terms and conditions. Upon any such appointment of an Agent for the purpose of receiving distributions, the Fund will be authorized to pay to such suc-

Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report      31

---

Form of Terms and Conditions of Amended and
Restated Dividend Reinvestment and Cash Purchase
Plan (unaudited) (continued)

cessor Agent, for each Participant’s account, all distributions payable on Shares of the Fund held in each Participant’s name or under the Plan for retention or application by such successor Agent as provided in these terms and conditions.

     In the case of Participants, such as banks, broker-dealers or other nominees, which hold Shares for others who are beneficial owners (“Nominee Holders”), the Agent will administer the Plan on the basis of the number of Shares certified from time to time by each Nominee Holder as representing the total amount registered in the Nominee Holder’s name and held for the account of beneficial owners who are to participate in the Plan.

     The Agent shall at all times act in good faith and use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by its negligence, bad faith, or willful misconduct or that of its employees.

     All correspondence concerning the Plan should be directed to the Agent at 59 Maiden Lane, New York, New York 10038.

32      Salomon Brothers Emerging Markets Income Fund II Inc. 2006 Annual Report

---

	Salomon Brothers Emerging Markets Income Fund II Inc.
	DIRECTORS Carol L. Colman Daniel P. Cronin Leslie H. Gelb R. Jay Gerken, CFA      Chairman William R. Hutchinson Riordan Roett Jeswald W. Salacuse OFFICERS R. Jay Gerken, CFA President and Chief Executive Officer Frances M. Guggino Chief Financial Officer and Treasurer Ted P. Becker Chief Compliance Officer Wendy S. Setnicka Controller Robert I. Frenkel Secretary and Chief Legal Officer		SALOMON BROTHERS EMERGING MARKETS INCOME FUND II INC. 125 Broad Street 10th Floor, MF-2 New York, New York 10004 INVESTMENT MANAGER AND ADMINISTRATOR Salomon Brothers Asset      Management Inc 399 Park Avenue New York, New York 10022 CUSTODIAN State Street Bank and Trust      Company 225 Franklin Street Boston, Massachusetts 02110 TRANSFER AGENT American Stock Transfer &      Trust Company 59 Maiden Lane New York, New York 10038 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG LLP 345 Park Avenue New York, New York 10154 LEGAL COUNSEL Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3909 NEW YORK STOCK EXCHANGE SYMBOL EDF

---

This report is transmitted to the shareholders of the Fund for their information. This is not a prospectus, circular or representation intended for use in the purchase of the Fund or any securities mentioned in this report. American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 SAM0882 5/06          SR06-94		Salomon Brothers Emerging Markets Income Fund II Inc. Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase at market prices from time to time shares of its common stock in the open market. The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-446-1013. Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions is available (1) without charge, upon request, by calling 1-800-446-1013, (2) on the Fund’s website at www.leggmason.com/InvestorServices and (3) on the SEC’s website at www.sec.gov.

 

 

---

ITEM 2.	CODE OF ETHICS.
	The registrant has adopted a code of ethics that applies to the
	registrant’s principal executive officer, principal financial
	officer, principal accounting officer or controller.
ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT.
	The Board of Directors of the registrant has determined that William
	R. Hutchinson, the Chairman of the Board’s Audit Committee,
	possesses the technical attributes identified in Instruction 2(b) of
	Item 3 to Form N-CSR to qualify as an “audit committee financial
	expert,” and has designated Mr. Hutchinson as the Audit Committee’s
	financial expert. Mr. Hutchinson is an “independent” Director
	pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
ITEM 4.	Principal Accountant Fees and Services
	a) Audit Fees. Effective June 17, 2005, PricewaterhouseCoopers LLP
	(“PwC”) resigned as the Registrant’s principal accountant (the
	“Auditor”). The Registrant’s audit committee approved the engagement
	of KPMG LLP (“KPMG”) as the Registrant’s new principal accountant
	for the fiscal year ended May 31, 2006. The aggregate fees billed in
	the last two fiscal years ending May 31, 2005 and May 31, 2006 (the
	"Reporting Periods") for professional services rendered by PwC for
	the audit of the Registrant's annual financial statements, or
	services that are normally provided by the Auditor in connection
	with the statutory and regulatory filings or engagements for the
	Reporting Periods, were $53,000 in 2005 and $53,000 in 2006. KPMG
	has not billed the Registrant for professional services rendered as
	of May 31, 2006.
	b) Audit-Related Fees. The aggregate fees billed in the Reporting
	Periods for assurance and related services by PwC or KPMG that are
	reasonably related to the performance of the audit of the
	Registrant's financial statements and are not reported under
	paragraph (a) of this Item 4 were $8,500 in 2005 and $12,255 in
	2006.
	In addition, there were no Audit-Related Fees billed in the
	Reporting Period for assurance and related services by the Auditor
	to the Registrant’s investment adviser (not including any sub-
	adviser whose role is primarily portfolio management and is
	subcontracted with or overseen by another investment adviser), and
	any entity controlling, controlled by or under common control with
	the investment adviser that provides ongoing services to the Salomon
	Brothers Emerging Markets Income Fund II Inc. (“service
	affiliates”), that were reasonably related to the performance of the
	annual audit of the service affiliates. Accordingly, there were no
	such fees that required pre-approval by the Audit Committee for the
	Reporting Periods (prior to May 6, 2003 services provided by the
	Auditor were not required to be pre-approved).
	(c) Tax Fees. The aggregate fees billed in the Reporting Periods for
	professional services rendered by PwC for tax compliance, tax advice
	and tax planning ("Tax Services") were $6,200 in 2005 and $6,535 in

---

	2006. These services consisted of (i) review or preparation of U.S.
	federal, state, local and excise tax returns; (ii) U.S. federal,
	state and local tax planning, advice and assistance regarding
	statutory, regulatory or administrative developments, and (iii) tax
	advice regarding tax qualification matters and/or treatment of
	various financial instruments held or proposed to be acquired or
	held. As of May 31, 2006, KPMG has not billed the Registrant for any
	Tax Services rendered.
	There were no fees billed for tax services by PwC or KPMG to service
	affiliates during the Reporting Periods that required pre-approval
	by the Audit Committee.
	d) There were no non-audit services rendered by KPMG to SBAM, or any
	entity controlling, controlled by or under common control with SBAM
	that provided ongoing services to the Registrant.
	All Other Fees. There were no other non-audit services rendered by
	PwC or KPMG to Smith Barney Fund Management LLC (“SBFM”), and any
	entity controlling, controlled by or under common control with SBFM
	that provided ongoing services to Salomon Brothers Emerging Markets
	Income Fund II Inc. requiring pre-approval by the Audit Committee in
	the Reporting Period.
	(e) Audit Committee’s pre–approval policies and procedures described
	in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
	(1) The Charter for the Audit Committee (the “Committee”) of the
	Board of each registered investment company (the “Fund”) advised by
	Smith Barney Fund Management LLC or Salomon Brothers Asset
	Management Inc. or one of their affiliates (each, an “Adviser”)
	requires that the Committee shall approve (a) all audit and
	permissible non-audit services to be provided to the Fund and (b)
	all permissible non-audit services to be provided by the Fund’s
	independent auditors to the Adviser and any Covered Service
	Providers if the engagement relates directly to the operations and
	financial reporting of the Fund. The Committee may implement
	policies and procedures by which such services are approved other
	than by the full Committee.
	The Committee shall not approve non-audit services that the
	Committee believes may impair the independence of the auditors. As
	of the date of the approval of this Audit Committee Charter,
	permissible non-audit services include any professional services
	(including tax services), that are not prohibited services as
	described below, provided to the Fund by the independent auditors,
	other than those provided to the Fund in connection with an audit or
	a review of the financial statements of the Fund. Permissible non-
	audit services may not include: (i) bookkeeping or other services
	related to the accounting records or financial statements of the
	Fund; (ii) financial information systems design and implementation;
	(iii) appraisal or valuation services, fairness opinions or
	contribution-in-kind reports; (iv) actuarial services; (v) internal
	audit outsourcing services; (vi) management functions or human
	resources; (vii) broker or dealer, investment adviser or investment
	banking services; (viii) legal services and expert services
	unrelated to the audit; and (ix) any other service the Public

---

	Company Accounting Oversight Board determines, by regulation, is
	impermissible.
	Pre-approval by the Committee of any permissible non-audit services
	is not required so long as: (i) the aggregate amount of all such
	permissible non-audit services provided to the Fund, the Adviser and
	any service providers controlling, controlled by or under common
	control with the Adviser that provide ongoing services to the Fund
	(“Covered Service Providers”) constitutes not more than 5% of the
	total amount of revenues paid to the independent auditors during the
	fiscal year in which the permissible non-audit services are provided
	to (a) the Fund, (b) the Adviser and (c) any entity controlling,
	controlled by or under common control with the Adviser that provides
	ongoing services to the Fund during the fiscal year in which the
	services are provided that would have to be approved by the
	Committee; (ii) the permissible non-audit services were not
	recognized by the Fund at the time of the engagement to be non-audit
	services; and (iii) such services are promptly brought to the
	attention of the Committee and approved by the Committee (or its
	delegate(s)) prior to the completion of the audit.
	(2) For the Salomon Brothers Emerging Markets Income Fund II Inc.,
	the percentage of fees that were approved by the audit committee,
	with respect to: Audit-Related Fees were 100% and 100% for 2005 and
	2006; Tax Fees were 100% and 100% for 2005 and 2006; and Other Fees
	were 100% and 100% for 2005 and 2006.
	(f) N/A
	(g) All Other Fees. The aggregate fees billed for all other non-
	audit services rendered by PwC to Salomon Brothers Asset Management
	(“SBAM”), and any entity controlling, controlled by or under common
	control with SBAM that provided ongoing services to Salomon Brothers
	Emerging Markets Income Fund II Inc., requiring pre-approval by the
	Audit Committee for the year ended May 31, 2005 which include the
	issuance of reports on internal control under SAS No. 70 related to
	various Citigroup Asset Management (“CAM”) entities a profitability
	review of the Adviser and phase 1 of an analysis of Citigroup’s
	current and future real estate occupancy requirements in the tri-
	state area and security risk issues in the New York metro region was
	$1.3 million all of which was pre-approved by the Audit Committee.
	Non-audit fees billed by PwC for services rendered to Salomon
	Brothers Emerging Markets Income Fund II Inc. and CAM and any entity
	controlling, controlled by, or under common control with CAM that
	provides ongoing services to Salomon Brothers Emerging Markets
	Income Fund II Inc. during the reporting period was $2.7 million for
	the year ended May 31, 2005.
	Non-audit fees billed by KPMG for services rendered to Salomon
	Brothers Emerging Markets Income Fund II Inc. and CAM and any entity
	controlling, controlled by, or under common control with CAM that
	provides ongoing services to Salomon Brothers Emerging Markets
	Income Fund II Inc. during the reporting period was $75,000 and $0
	for the years ended May 31, 2005 and May 31, 2006, respectively.
	Such fees relate to services provided in connection with the
	transfer agent matter as fully described in the notes to the
	financial statements.

---

	(h) Yes. The Salomon Brothers Emerging Markets Income Fund II
	Inc.‘s Audit Committee has considered whether the provision of non-
	audit services that were rendered to Service Affiliates which were
	not pre-approved (not requiring pre-approval) is compatible with
	maintaining the Accountant's independence. All services provided by
	the Auditor to the Salomon Brothers Emerging Markets Income Fund II
	Inc. or to Service Affiliates, which were required to be pre-
	approved, were pre-approved as required.
ITEM 5.	AUDIT COMMITTEE OF LISTED REGISTRANTS.
	a) Registrant has a separately-designated standing Audit Committee
	established in accordance with Section 3(a)58(A) of the Exchange
	Act. The Audit Committee consists of the following Board members:
	Carol L. Colman
	Daniel P. Cronin
	Leslie H. Gelb
	William R. Hutchinson
	Riordan Roett
	Jeswald W. Salacuse
	b) Not applicable
ITEM 6.	SCHEDULE OF INVESTMENTS
	Included herein under Item 1.
ITEM 7.	DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
	MANAGEMENT INVESTMENT COMPANIES.
	Concerning Citigroup Asset Management 1 (CAM) Proxy Voting Policies
	and Procedures
	The following is a brief overview of the Proxy Voting Policies and
	Procedures (the “Policies”) that CAM has adopted to seek to ensure
	that CAM votes proxies relating to equity securities in the best
	interest of clients.
	CAM votes proxies for each client account with respect to which it
	has been authorized to vote proxies. In voting proxies, CAM is
	guided by general fiduciary principles and seeks to act prudently
	and solely in the best interest of clients. CAM attempts to
	consider all factors that could affect the value of the investment
	and will vote proxies in the manner that it believes will be
	consistent with efforts to maximize shareholder values. CAM may
	utilize an external service provider to provide it with information
	and/or a recommendation with regard to proxy votes. However, the CAM
	adviser (business unit) continues to retain responsibility for the
	proxy vote.

---

	In the case of a proxy issue for which there is a stated position in
	the Policies, CAM generally votes in accordance with such stated
	position. In the case of a proxy issue for which there is a list of
	factors set forth in the Policies that CAM considers in voting on
	such issue, CAM votes on a case-by-case basis in accordance with the
	general principles set forth above and considering such enumerated
	factors. In the case of a proxy issue for which there is no stated
	position or list of factors that CAM considers in voting on such
	issue, CAM votes on a case-by-case basis in accordance with the
	general principles set forth above. Issues for which there is a
	stated position set forth in the Policies or for which there is a
	list of factors set forth in the Policies that CAM considers in
	voting on such issues fall into a variety of categories, including
	election of directors, ratification of auditors, proxy and tender
	offer defenses, capital structure issues, executive and director
	compensation, mergers and corporate restructurings, and social and
	environmental issues. The stated position on an issue set forth in
	the Policies can always be superseded, subject to the duty to act
	solely in the best interest of the beneficial owners of accounts, by
	the investment management professionals responsible for the account
	whose shares are being voted. Issues applicable to a particular
	industry may cause CAM to abandon a policy that would have otherwise
	applied to issuers generally. As a result of the independent
	investment advisory services provided by distinct CAM business
	units, there may be occasions when different business units or
	different portfolio managers within the same business unit vote
	differently on the same issue. A CAM business unit or investment
	team (e.g. CAM’s Social Awareness Investment team) may adopt proxy
	voting policies that supplement these policies and procedures. In
	addition, in the case of Taft-Hartley clients, CAM will comply with
	a client direction to vote proxies in accordance with Institutional
	Shareholder Services’ (ISS) PVS Voting Guidelines, which ISS
	represents to be fully consistent with AFL-CIO guidelines.
	In furtherance of CAM’s goal to vote proxies in the best interest of
	clients, CAM follows procedures designed to identify and address
	material conflicts that may arise between CAM’s interests and those
	of its clients before voting proxies on behalf of such clients. To
	seek to identify conflicts of interest, CAM periodically notifies
	CAM employees in writing that they are under an obligation (i) to be
	aware of the potential for conflicts of interest on the part of CAM
	with respect to voting proxies on behalf of client accounts both as
	a result of their personal relationships and due to special
	circumstances that may arise during the conduct of CAM’s business,
	and (ii) to bring conflicts of interest of which they become aware
	to the attention of CAM’s compliance personnel. CAM also maintains
	and considers a list of significant CAM relationships that could
	present a conflict of interest for CAM in voting proxies. CAM is
	also sensitive to the fact that a significant, publicized
	relationship between an issuer and a non-CAM Legg Mason affiliate
	might appear to the public to influence the manner in which CAM
	decides to vote a proxy with respect to such issuer. Absent special
	circumstances or a significant, publicized non-CAM Legg Mason
	affiliate relationship that CAM for prudential reasons treats as a
	potential conflict of interest because such relationship might
	appear to the public to influence the manner in which CAM decides to
	vote a proxy, CAM generally takes the position that relationships

---

	between a non-CAM Legg Mason affiliate and an issuer (e.g.
	investment management relationship between an issuer and a non-CAM
	Legg Mason affiliate) do not present a conflict of interest for CAM
	in voting proxies with respect to such issuer. Such position is
	based on the fact that CAM is operated as an independent business
	unit from other Legg Mason business units as well as on the
	existence of information barriers between CAM and certain other Legg
	Mason business units.
	CAM maintains a Proxy Voting Committee to review and address
	conflicts of interest brought to its attention by CAM compliance
	personnel. A proxy issue that will be voted in accordance with a
	stated CAM position on such issue or in accordance with the
	recommendation of an independent third party is not brought to the
	attention of the Proxy Voting Committee for a conflict of interest
	review because CAM’s position is that to the extent a conflict of
	interest issue exists, it is resolved by voting in accordance with a
	pre-determined policy or in accordance with the recommendation of an
	independent third party. With respect to a conflict of interest
	brought to its attention, the Proxy Voting Committee first
	determines whether such conflict of interest is material. A
	conflict of interest is considered material to the extent that it is
	determined that such conflict is likely to influence, or appear to
	influence, CAM’s decision-making in voting proxies. If it is
	determined by the Proxy Voting Committee that a conflict of interest
	is not material, CAM may vote proxies notwithstanding the existence
	of the conflict.
	If it is determined by the Proxy Voting Committee that a conflict of
	interest is material, the Proxy Voting Committee is responsible for
	determining an appropriate method to resolve such conflict of
	interest before the proxy affected by the conflict of interest is
	voted. Such determination is based on the particular facts and
	circumstances, including the importance of the proxy issue and the
	nature of the conflict of interest.
	1 Citigroup Asset Management comprises CAM North America, LLC,
	Salomon Brothers Asset Management Inc, Smith Barney Fund Management
	LLC, and other affiliated investment advisory firms. On December 1,
	2005, Citigroup Inc. (“Citigroup”) sold substantially all of its
	worldwide asset management business, Citigroup Asset Management, to
	Legg Mason, Inc. (“Legg Mason”). As part of this transaction, CAM
	North America, LLC, Salomon Brothers Asset Management Inc and Smith
	Barney Fund Management LLC became wholly-owned subsidiaries of Legg
	Mason. Under a licensing agreement between Citigroup and Legg
	Mason, the names of CAM North America, LLC, Salomon Brothers Asset
	Management Inc, Smith Barney Fund Management LLC and their
	affiliated advisory entities, as well as all logos, trademarks, and
	service marks related to Citigroup or any of its affiliates (“Citi
	Marks”) are licensed for use by Legg Mason. Citi Marks include, but
	are not limited to, “Citigroup Asset Management,” “Salomon Brothers
	Asset Management” and “CAM”. All Citi Marks are owned by Citigroup,
	and are licensed for use until no later than one year after the date
	of the licensing agreement. Legg Mason and its subsidiaries,
	including CAM North America, LLC, Salomon Brothers Asset Management

---

	Inc, and Smith Barney Fund Management LLC are not affiliated with
	Citigroup.
ITEM 8.	PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1):

NAME AND ADDRESS		LENGTH OF		PRINCIPAL OCCUPATION(S) DURING
ADDRESS		TIME SERVED		PAST 5 YEARS
S. Kenneth Leech		Since 2006		Co-portfolio manager of the fund; employee of SBAM since 2006 and Chief Investment Officer
Western Asset				of Western Asset since 1998.
385 East Colorado
Blvd. Pasadena, CA
91101
Stephen A. Walsh		Since 2006		Co-portfolio manager of the fund; employee of SBAM since 2006 and Deputy Chief Investment
Western Asset				Officer of Western Asset since 2000.
385 East Colorado
Blvd. Pasadena, CA
91101
Keith J. Gardner		Since 2006		Co-portfolio manager of the fund; employee of SBAM since 2006 and portfolio manager and
Western Asset				research analyst at Western Asset since 1994.
385 East Colorado
Blvd. Pasadena, CA
91101
Matthew C.Duda		Since 2006		Co-portfolio manager of the fund; employee of SBAM since 2006 and Research Analyst at
Western Asset				Western Asset Management since 2001; Vice President and Investment Strategist from 1997-
385 East Colorado				2001 at Credit Suisse First Boston Corporation.
Blvd. Pasadena, CA
91101

(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

The following tables set forth certain additional information with respect to the fund's portfolio managers for the fund. Unless noted otherwise, all information is provided as of March 31 , 2006.

Other Accounts Managed by Portfolio Managers

     The table below identifies the number of accounts (other than the fund) for which the fund's portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

---

		Registered		Other Pooled
Portfolio		Investment		Investment			Other
Manager(s)		Companies		Vehicles			Accounts
S. Kenneth Leech‡		90 registered investment		20 Other pooled			886 Other accounts with
		companies with $42.3		investment vehicles			$215.5 billion in total
		billion in total assets		with $21.8 billion in			assets under
		under management		assets under management			management*
Stephen A. Walsh‡		90 registered investment		20 Other pooled			886 Other accounts with
		companies with $42.3		investment vehicles			$215.5 billion in total
		billion in total assets		with $21.8 billion in			assets under
		under management		assets under management			management*
Keith J. Gardner‡		5 registered investment		3 Other pooled			4 Other accounts with
		companies with $705		investment vehicles			$368.3 million in total
		million in total assets		with $1.87 billion in			assets under
		under management		assets  under management			management**
Mathew C. Duda‡		5 registered investment		3 Other pooled			49 Other accounts
		Companies with $705		investment vehicles			with $368.3 million
		million in total assets		with $1.87 billion in			in total assets
		Under management		assets under management			under management

*	Includes 48 accounts managed, totaling $13.4 billion, for which advisory fee is performance based.
**	Includes 1 account managed, totaling $12.6 million, for which advisory fee is performance based.

     ‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Mr. Leech and Mr. Walsh are involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

(a)(3): PORTFOLIO MANAGER COMPENSATION

With respect to the compensation of the portfolio managers, the Advisers’ compensation system assigns each employee a total compensation "target" and a respective cap, which are derived from annual market surveys that benchmark each role with their job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results.

Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.

In addition, employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Advisers, and are determined by the professional's job function and performance as measured by a formal review process. All bonuses are completely discretionary. One of the principal factors considered is a portfolio manager’s investment performance versus appropriate peer groups and benchmarks. Because portfolio managers are generally responsible for multiple accounts (including the Portfolio) with similar

---

investment strategies, they are compensated on the performance of the aggregate group of similar accounts, rather than a specific account. A smaller portion of a bonus payment is derived from factors that include client service, business development, length of service to the Adviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Adviser’s business.

Finally, in order to attract and retain top talent, all professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason, Inc. stock options and long-term incentives that vest over a set period of time past the award date.

Potential Conflicts of Interest

Potential conflicts of interest may arise in connection with the management of multiple accounts (including accounts managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a Portfolio’s trades, investment opportunities and broker selection. Portfolio managers may be privy to the size, timing and possible market impact of a Portfolio’s trades.

It is possible that an investment opportunity may be suitable for both a Portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the Portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a Portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a Portfolio because the account pays a performance-based fee or the portfolio manager, the Advisers or an affiliate has an interest in the account. The Advisers have adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis in an attempt to mitigate any conflict of interest. Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions for the Portfolios, the Advisers determine which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Advisers may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a Portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a Portfolio or the other account(s) involved. Additionally, the management of multiple Portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Portfolio and/or other account.

It is theoretically possible that portfolio managers could use information to the advantage of other accounts they manage and to the possible detriment of a Portfolio. For example, a portfolio manager could short sell a security for an account immediately prior to a Portfolio’s sale of that security. To address this conflict, the Advisers have adopted procedures for reviewing and comparing selected trades of alternative investment accounts (which may make directional trades such as short sales) with long only accounts (which include the Portfolios)

---

for timing and pattern related issues. Trading decisions for alternative investment and long only accounts may not be identical even though the same Portfolio Manager may manage both types of accounts. Whether the Adviser allocates a particular investment opportunity to only alternative investment accounts or to alternative investment and long only accounts will depend on the investment strategy being implemented. If, under the circumstances, an investment opportunity is appropriate for both its alternative investment and long only accounts, then it will be allocated to both on a pro-rata basis.

A portfolio manager may also face other potential conflicts of interest in managing a Portfolio, and the description above is not a complete description of every conflict of interest that could be deemed to exist in managing both a Portfolio and the other accounts listed above.

(a)(4): Portfolio Manager Securities Ownership

     The table below identifies the dollar range of securities beneficially owned by each portfolio managers as of March 31, 2006.

		Dollar Range of
		Portfolio Securities
Portfolio Manager(s)		Beneficially Owned
S. Kenneth Leech		None
Stephen A. Walsh		None
Matthew C. Duda		None
Keith J. Gardner		None

ITEM 9.	PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY
	AND AFFILIATED PURCHASERS.
	None.
ITEM 10.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	Not applicable.
ITEM 11.	CONTROLS AND PROCEDURES.
	(a)   The registrant’s principal executive officer and principal financial
	officer have concluded that the registrant’s disclosure controls and
	procedures (as defined in Rule 30a- 3(c) under the Investment Company Act
	of 1940, as amended (the “1940 Act”)) are effective as of a date within 90
	days of the filing date of this report that includes the disclosure
	required by this paragraph, based on their evaluation of the disclosure
	controls and procedures required by Rule 30a-3(b) under the 1940 Act and
	15d-15(b) under the Securities Exchange Act of 1934.
	(b)   There were no changes in the registrant’s internal control over
	financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that
	occurred during the registrant’s last fiscal half-year (the registrant’s
	second fiscal half-year in the case of an annual report) that have
	materially affected, or are likely to materially affect the registrant’s
	internal control over financial reporting.
ITEM 12.	EXHIBITS.
	(a)   Code of Ethics attached hereto.
	Exhibit 99.CODE ETH
	(b)   Attached hereto.
	Exhibit 99.CERT	Certifications pursuant to section 302 of the
		Sarbanes-Oxley Act of 2002
	Exhibit 99.906CERT	Certifications pursuant to Section 906 of the
		Sarbanes-Oxley Act of 2002

---

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Salomon Brothers Emerging Markets Income Fund II Inc.

By:	/s/ R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer of
	Salomon Brothers Emerging Markets Income Fund II Inc.
Date:	August 10, 2006

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ R. Jay Gerken
	(R. Jay Gerken)
	Chief Executive Officer of
	Salomon Brothers Emerging Markets Income Fund II Inc.
Date:	August 10, 2006
By:	/s/ Frances M. Guggino
	(Frances M. Guggino)
	Chief Financial Officer of
	Salomon Brothers Emerging Markets Income Fund II Inc.
Date:	August 10, 2006

---