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Western Asset Middle Market Income Fund Inc. (XWMFX) Announces Tender Offer

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Western Asset Middle Market Income Fund Inc. (XWMFX) announced today
that the Fund's Board of Directors has approved a tender offer to
purchase for cash up to 2.5% of the Fund's outstanding shares of common
stock. The tender offer will be conducted at a price equal to the Fund's
net asset value per share of common stock on the day on which the tender
offer expires. The Fund intends to commence its tender offer on or about
September 4, 2018, with the expiration of the tender offer currently
expected to be October 3, 2018.

The tender offer will be made, and the stockholders of the Fund will be
notified, in accordance with the Securities Exchange Act of 1934, as
amended, the Investment Company Act of 1940, as amended, and other
applicable rules and regulations. The tender offer described in this
announcement has not yet commenced. This announcement is not an offer to
purchase or a solicitation of an offer to buy shares of the Fund. The
tender offer will be made only by an Offer to Purchase, a related Letter
of Transmittal, and related documents. As soon as the tender offer
commences, the Fund will file a tender offer statement on Schedule TO
with the SEC, which will include an Offer to Purchase and related Letter
of Transmittal. STOCKHOLDERS OF THE FUND SHOULD READ THESE DOCUMENTS
BECAUSE THEY CONTAIN OR WILL CONTAIN THE TERMS OF THE TENDER OFFER.

Documents filed with the SEC are available to investors for free at the
SEC's website (http://www.sec.gov).

Western Asset Middle Market Income Fund Inc. (XWMFX), a non-diversified,
closed-end management investment company, is managed by Legg Mason
Partners Fund Advisor, LLC, a wholly-owned subsidiary of Legg Mason,
Inc., and is sub-advised by Western Asset Management Company, LLC
(formerly known as Western Asset Management Company), an affiliate of
the investment manager. Hard copies of the Fund's complete audited
financial statements are available free of charge upon request. Legg
Mason and its affiliates do not engage in selling shares of the Fund.

THIS RELEASE IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED
FOR USE IN THE PURCHASE OR SALE OF FUND SHARES. 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.

For more information, please call 1-888-777-0102 or consult the Fund's
web site at www.lmcef.com.
Legg
Mason Investor Services, LLC is a subsidiary of Legg Mason, Inc.
©
2018 Legg Mason Investor Services, LLC. Member FINRA, SIPC

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