UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21467

Salomon Brothers Capital and Income Fund Inc.
(Exact name of registrant as specified in charter)

125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
300 First Stamford Place, 4
th Floor
Stamford, CT 06902
(Name and address of agent for service)

Registrant's telephone number, including area code: (800) 725-6666

Date of fiscal year end: October 31
Date of reporting period: October 31, 2005



ITEM 1. 
REPORT TO STOCKHOLDERS. 
   
 
The Annual Report to Stockholders is filed herewith.

 

E X P E R I E N C E
    Salomon Brothers
Capital and Income Fund Inc.
       
       
       
       
       


   
       
       
A N N U A L   R E P O R T
     
       
       


   
       
OCTOBER 31, 2005
     
   
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE



      Salomon Brothers
Capital and Income Fund Inc.
   
           
           
           
Annual Report • October 31, 2005  
           
           


       
      Letter from the Chairman    1 
What’s
Inside
         
    Manager Overview    5 
         
    Fund at a Glance    11 
         
    Schedule of Investments    12 
         
    Statement of Assets and Liabilities    37 
         
    Statement of Operations    38 
         
    Statements of Changes in Net Assets    39 
         
    Statement of Cash Flows    40 
         


  Financial Highlights    41 

Fund Objective
The Fund’s investment objective
is total return with an emphasis
on income.
         
    Notes to Financial Statements    42 
         
    Report of Independent Registered Public Accounting Firm    50 
         
    Board Approval of Management Agreement    51 
         
    Additional Information    61 
         
    Annual Chief Executive Officer and Chief Financial Officer     
         
       Certification    65 
         
    Dividend Reinvestment Plan    66 
         
    Important Tax Information    68 

Under a licensing agreement between Citigroup and Legg Mason, the names of funds, the names of any classes of shares of funds, and the names of investment advisers of funds, 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, “Smith Barney,” “Salomon Brothers,” “Citi,” “Citigroup Asset Management,” and “Davis Skaggs Investment Management”. Legg Mason and its affiliates, as well as the Fund’s investment manager, are not affiliated with Citigroup.

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.


 

    Letter from the Chairman
     
     
     
     

R. JAY GERKEN, CFA
Chairman, President and
Chief Executive Officer
 

Dear Shareholder,

The U.S. economy was surprisingly resilient during the fiscal year of this report. While surging oil prices, rising interest rates, and the impact of Hurricanes Katrina and Rita threatened to derail the economic expansion, growth remained solid throughout the period. After a 3.3% advance in the second quarter of 2005, third quarter gross domestic product (“GDP”)i growth grew to 4.3%, marking the tenth consecutive quarter in which GDP growth grew 3.0% or more.

     As expected, the Federal Reserve Board (“Fed”)ii continued to raise interest rates in an attempt to ward-off inflation. After raising rates three times from June 2004 through September 2004, the Fed increased its target for the federal funds rateiii in 0.25% increments eight additional times over the reporting period. The Fed again raised rates in early November, after the Fund’s reporting period had ended. All told, the twelve rate hikes by the Fed have brought the target for the federal funds rate from 1.00% to 4.00%. This represents the longest sustained Fed tightening cycle since 1976-1979.

     During the 12-month period covered by this report, the U.S. stock market generated solid results, with the S&P 500 Indexiv returning 8.72%. Generally positive economic news, relatively benign core inflation, and strong corporate profits supported the market during much of the period. Looking at the fiscal year as a whole, mid-cap stocks generated superior returns, with the Russell Midcapv, Russell 1000vi, and Russell 2000vii Indexes returning 18.09%, 10.47%, and 12.08%, respectively. From a market style perspective, value-oriented stocks significantly outperformed their growth counterparts, with the Russell 3000 Valueviii and Russell 3000 Growthix Indexes returning 11.96% and 8.99%, respectively.



Salomon Brothers Capital and Income Fund Inc.      1


 

   

     During much of this fiscal year, the fixed income market confounded investors as short-term interest rates rose in concert with the Fed rate tightening, while longer-term rates, surprisingly, declined. However, due to a spike late in the period, the 10-year Treasury yield was 4.56% on October 31, 2005, versus 4.11% when the period began. Nevertheless, this was still lower than its yield of 4.62% when the Fed began its tightening cycle on June 30, 2004. Looking at the one-year period as a whole, the overall bond market, as measured by the Lehman Brothers Aggregate Bond Indexx, returned 1.13%.

     Please read on for a more detailed look at prevailing economic and market conditions during the Fund’s fiscal year and to learn how those conditions have affected Fund performance.

Special Shareholder Notice
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 manager (the “Manager”), 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 previously approved a new investment management contract between the Fund and the Manager which became effective on December 1, 2005.

Information About Your Fund
As you may be aware, several issues in the mutual fund industry have recently come under the scrutiny of federal and state regulators. The Fund’s Manager and some of its affiliates have received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the open-end fund’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund has been informed that the Manager and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations.

 

2      Salomon Brothers Capital and Income Fund Inc.


 

   

     Important information concerning the Fund and its Manager with regard to recent regulatory developments is contained in the Notes to Financial Statements included in this report.

     As previously described in proxy statements that were mailed to shareholders of the Fund in connection with the transaction, Legg Mason intends to combine the fixed-income operations of the Manager with those of Legg Mason’s wholly-owned subsidiary, Western Asset Management Company, and its affiliates, (“Western Asset”). This combination will involve Western Asset and the Manager sharing common systems and procedures, employees (including portfolio managers), investment trading platforms, and other resources. At a future date, Legg Mason expects to recommend to the Boards of Directors of the funds that Western Asset be appointed as the adviser or sub-adviser to the funds, subject to applicable regulatory requirements. The combination is also expected to result in changes to portfolio managers or portfolio management teams for a number of funds, subject to Board oversight and appropriate notice to shareholders.

     The Fund has been advised by the Manager that, in anticipation of this combination, Legg Mason and Western Asset have come to a mutually beneficial agreement with a select group of portfolio managers and other investment professionals from the Manager of the Fund, including Peter Wilby. The agreement provides them the opportunity to start a new firm based in New York focusing on high yield, emerging market debt, and specialty fixed income strategies. Importantly, the group has committed to remain employed with the Manager through March 31, 2006 to assist in the orderly integration of the fixed-income operations of the Manager, including the management of the Fund, with those of Western Asset. Western Asset has also entered into a consulting agreement with the group, effective as of April 1, 2006, to ensure an effective and orderly transition of portfolio management and Board liaison responsibilities for the Funds to Western Asset.

     The Board will be working with the Manager, Western Asset, and the portfolio managers to implement an orderly combination of the Manager’s fixed income operations and Western Asset in the best interests of the Fund and its shareholders.

 

Salomon Brothers Capital and Income Fund Inc.      3


 

   

     As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you continue to meet your financial goals.

Sincerely,


R. Jay Gerken, CFA
Chairman and Chief Executive Officer

December 1, 2005

 

All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

i Gross domestic product is a market value of goods and services produced by labor and property in a given country.
   
ii The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.
   
iii The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.
   
iv The S&P 500 Index is an unmanaged index of 500 stocks that is generally representative of the performance of larger companies in the U.S.
   
v The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index whose average market capitalization was approximately $4.7 billion as of 6/24/05.
   
vi The Russell 1000 Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index.
   
vii The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.
   
viii The Russell 3000 Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.) ix The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values.
   
x The Lehman Brothers Aggregate Bond Index is a broad-based bond index comprised of Government, Corporate, Mortgage and Asset-backed issues, rated investment grade or higher, and having at least one year to maturity.

 

4      Salomon Brothers Capital and Income Fund Inc.


Manager Overview

MICHAEL SEDOY (left)
Co-portfolio Manager

MARK MCALLISTER (right)
Co-Portfolio Manager

Q. What were the overall market conditions during the Fund’s reporting period?

A. There was no shortage of problems for the U.S. economy to overcome during the reporting period. These included record high oil prices, rising short-term interest rates, the devastation inflicted by Hurricanes Katrina and Rita, geopolitical issues, and falling consumer confidence. However, the economy proved to be surprisingly resilient during the fiscal year and the S&P 500 Indexi posted an 8.72% total return for the period.

     The Fed continued to raise interest rates over the period in an attempt to ward-off inflation. All told, the Fed’s 12 rate hikes have brought the target for the federal funds rate from 1.00% to 4.00%. This represents the longest sustained Fed tightening cycle since 1976-1979.

     The top-performing sector within the S&P 500 Index was energy, gaining 33.71%. Other leading sectors included utilities (23.86%) and consumer staples (10.18%) . All sectors had positive returns during the period with the exception of consumer discretionary (–1.06%) and telecommunications (–0.46%). Among large-cap equities, value stocks continued to outperform growth stocks as measured by the performance of the S&P 500 Barra Value Indexii, which returned 10.17% and the S&P 500 Barra Growth Indexiii, which returned 7.25%. Small-cap stocks continued to outperform large-cap stocks as represented by the small-cap Russell 2000 Indexiv, which increased 12.08% and the large-cap Russell 1000 Index, which increased 10.47%.

     In the fixed income markets, during the one-year period, emerging markets returned 10.54%, as represented by the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)v. Although there were periods of weakness in March and July 2005, the emerging markets debt asset class generated solid results. Improving country fundamentals and strong market technicals outweighed the downward pressure exerted by Fed tightening. In addition, continued strength in commodity prices, including metals, agriculture, and oil supported many emerging market countries. The high yield market returned 3.55%, as represented by the Citigroup High Yield Market Indexvi. After a strong start, high-yield bonds fell sharply in March and April 2005 as investors became concerned over downgrades for General Motors and Ford Motor Company bonds. However, the high yield market reversed course and rallied as the uncertainty surrounding the downgrades lifted and investors searched for incremental yield. Investment grade bonds returned 1.13%, as represented by the Lehman Brothers Aggregate Bond Indexvii. In general, the investment grade

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      5


bond asset class experienced lackluster performance and broad-based weakness with higher rates and wider spreads across the curve.

     Due to the Fund’s allocations across investment grade, high yield and emerging markets debt, please find three separate market overviews, for the period of this report included below.

Investment Grade Market Review
During the 12 months ended October 31, 2005, markets were primarily driven by Federal Reserve Board (“Fed”)viii activity, employment and inflation data and rising energy costs, exacerbated near period-end by the devastating impact of Hurricane Katrina on the U.S. Gulf Coast. The Fed’s eight “measured” 25-basis-pointix hikes during the period brought the federal funds ratex to 3.75% from 1.75% by the reporting period’s end. The Fed raised rates an additional quarter point to 4.00% on November 1st, after the close of the reporting period. These measured, consecutive rate hikes exerted upward pressure on short-term bond yields, driving 2-year yields up about 183 basis points during the 12 months. However, in what Fed Chairman Alan Greenspan termed a “conundrum,” yields on the long bond stayed low during the period, even declining slightly (four basis points) over the 12 months despite relinquishing all gains to end 53 basis points higher by period-end. This sharp rise in short yields and relative stagnation in longer yields resulted in the extensive yield curve flattening seen during the period.

     As the market fully expected each 25-basis-point hike in the federal funds rate during the period — thanks to the Fed’s well-advertised intentions to raise rates at a measured pace —investors spent much of the period dissecting language from the Fed for clues on its assessment of the U.S. economy and the pace of rate hikes. The Fed reiterated throughout the year that it would increase rates “at a pace that is likely to be measured” and, starting in June 2004, added that, “the Committee will respond to changes in economic prospects as needed to fulfill its obligation to maintain price stability.” In its most recent statement (from the September 20th meeting), the Fed noted that core inflation remained low near the end of the period and long-term inflation expectations remained “contained” (even if the language was downgraded from the “well contained” language used at prior meetings).

     Slowing global growth, rising inflation and surging oil prices undoubtedly restrained economic activity during the period, with Gross Domestic Product (“GDP”)xi declining year-over-year to 3.8% growth in first quarter 2005 (from first quarter 2004’s 4.5% pace) and to 3.4% growth in second quarter 2005 (from second quarter 2004’s 3.5%). However, economic growth remained remarkably resilient into the third quarter, particularly after fears of a sharp slowdown in the wake of Hurricanes Katrina and Rita, gaining 3.8% on an annualized basis versus 3.9% last year and consensus expectations of 3.6% growth. Although growth remained strong throughout the reporting period, fears of potential slowing, combined with increasing inflation, drove markets. Oil prices, which breached $70 per barrel before reporting period’s end, continue to cast a pall on growth and consumer spending expectations.

     This was particularly true in the latter half of the reporting period, as investors assessed the potential impact of Hurricanes Katrina and Rita on U.S. economic growth, inflation and the pace of interest rates and growth indicators turned increasingly mixed. For example, the U.S. labor market began to pick up in early 2004 and continued to improve through most of the Fund’s fiscal year, although the pace of improvement remained uneven from month to month. Unemployment fell through the majority of the reporting period,

6      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


declining from 5.5% in October 2004 to 4.9% in August 2005. However, employment skyrocketed, even if not as much as expected, in the wake of Hurricane Katrina, and the unemployment rate rose to 5.0% in October. Industrial production and retail sales also remained positive through most of the reporting period, even considering the volatility in the auto sector as General Motors and Ford were successively downgraded by three major statistical credit rating agencies to below investment grade. Again, however, as with employment, industrial production and retail sales data turned negative near the reporting period’s end as the effects of Hurricane Katrina roiled through the economy, reductions in auto production hit the market and the highly successful automotive dealer incentive packages offered through the summer came to an end.

     While inflationary pressures from sustained high commodity prices began to creep into the economy, particularly near the end of the reporting period, continued strong growth and limited wage pressures are keeping long-term inflation expectations “contained”. Core inflation rates, in particular, remained subdued throughout the period despite growing inflationary pressure. Specifically, Core Consumer Price Index (CPI) inflation rose only 0.1% year-over-year to 2.1% in October 2005, and core Producer Price Index (PPI) inflation edged up only 0.1% year-over-year to 1.9% in September 2005. However, both consumer and producer headline inflation rose dramatically by period end as continually high and rising energy prices and competitive pricing pressures began to be passed through to the consumer. Headline CPI inflation rose approximately 1.1% to 4.3% in October 2005 versus October 2004, and headline PPI inflation increased 1.5% to 5.9% over the same period. Pricing pressures were also seen in the core PCE deflator, the Fed’s preferred measure of inflation, which rose 0.5% versus September 2004 to 2.0% year-over-year in the latest September reading.

Emerging Markets Debt Review
Emerging markets debt returned 10.54% during the 12 months ended October 31, 2005, as represented by the EMBI Global. Strong country fundamentals and market technicals offset the downward pressure exerted by eight “measured” increases in the federal funds rate throughout the 12 months and credit contagion from the auto sector during volatility of Spring 2005. Continued progress on political and economic reform in many emerging countries, continued commodity price strength and the generally positive macro environment supported broad credit quality improvements across emerging markets during the 12 months.

     Sovereign debt markets achieved positive momentum at the start of the period after recovering from depressed levels earlier in 2004 and rallied through the remainder of the year. Positive returns were supported by strong underlying country fundamentals, commodity prices strength (particularly in metals, agriculture and oil) and relatively low U.S. Treasury market volatility. Emerging market debt continued to trend positive during the first two months of 2005 despite concerns over the path of U.S. interest rates, risks of higher inflation and new bond issuance weighing on the market. However, indications of potentially more aggressive tightening (50-basis-point increments) from the Fed and increasingly prominent inflation worries led the market down in March, broadly in line with the U.S. Treasury market. Emerging debt markets remained under pressure in early April as spillover from volatile credit markets, with the highly visible troubles in the auto sector, worsened technicals.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      7


     Markets turned again by mid-April and followed a generally upward trajectory through the remainder of the reporting period as U.S. Treasury market volatility declined, the U.S. equity market recovered and country fundamentals remained broadly supportive. Although sovereign market volatility trended upward near the end of the reporting period, emerging markets proved relatively resilient, boosted by strong investor demand for greater risk assets despite the early July terrorist bombings in London, continued political noise in key emerging countries and increasing volatility in U.S. Treasuries.

     Spreads tightened 157 basis points during the 12-month period ended October 31, 2005, closing at 242 basis points over U.S. Treasuries. Of note, sovereign spreads tightened 67 basis points alone during the month of June 2005 due primarily to index rebalancing with the conclusion of the Argentine bond exchange. Over the period, 12-month return volatility stood at 4.92% xii, substantially below long-term, historical levels of approximately 16%.

Performance Review
For the 12 months ended October 31, 2005, the Salomon Brothers Capital and Income Fund Inc. returned 6.85%, based on its New York Stock Exchange (“NYSE”) market price and 12.34% based on its net asset value (“NAV”)xiii per share. In comparison, the Fund’s unmanaged benchmark, the S&P 500 Index, returned 8.72% and its Lipper Income and Preferred Stock Closed-End Funds Category Averagexiv increased 6.76% over the same time frame. Please note that Lipper performance returns are based on each Fund’s NAV.

     During the 12-month period of this report, the Fund made distributions to shareholders totaling $1.20 per share, (which may have included a return of capital). The performance table shows the Fund’s 12-month total return based on its NAV and market price as of October 31, 2005. Past performance is no guarantee of future results.

Q. What were the most significant factors affecting Fund performance?


Fund Performance as of October 31, 2005 (unaudited)
    12 Month
          Price Per Share 
  Total Return

          $19.69 (NAV) 
  12.34 % 

          $17.19 (Market Price) 
  6.85 % 


All figures represent past performance and are not a guarantee of future results.

Total returns are based on changes in NAV or market price, respectively. Total returns assume the reinvestment of all distributions, including returns of capital, if any, in additional shares.

    What were the leading contributors to performance?

A. The performance of the equity portion of the Fund was driven by both asset allocation and security selection. Energy, financials and health care were the strongest contributing sectors to Fund performance with Nexen, Total S.A., Altria Group, SpectraSite Inc., and Marathon Oil making the largest positive contributions.

     We have kept our leverage levels constant over the last 12 months at $220 million, which is approximately 25% of gross assets or 33% of net assets. While the cost of our credit facility rose during the year along with short-term interest rates, we are still comfortable with our leverage ratio.

8      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


     For the fixed-income portion, during the annual period, the Fund benefited from its yield curve positioning, underweight to shorter maturities in favor of the longer portion of the curve. The flattening yield curve positively impacted Fund returns. The Fund’s exposure to higher yielding assets also supported returns during the period on favorable market fundamentals and technicals in non-investment grade markets.

    What were the leading detractors from performance?

A. The weakest performing sectors of the equity portion of the Fund were materials, utilities and industrials. Securities that detracted the most from performance included OSI Pharmaceuticals Inc., Pfizer Inc., Lexmark International, Navistar International Corp., and Zimmer Holdings. Within the fixed income portion of the Fund, emerging markets debt was the only investment class to outperform the S&P 500 Index.

     For the fixed-income portion, the portfolio’s shorter duration posture versus the benchmark early in the reporting period detracted from performance, as the longer end (10+ years) of the yield curve held up better than we expected. However, the portfolio recouped some of its early losses in the second half of the period due to its shorter duration position as rates continued to climb across all parts of the yield curve. The Fund’s allocation to investment grade corporates detracted from performance during the annual period due to market volatility predicated on idiosyncratic risk (i.e. negative auto sector headlines, M&A and LBO activity and shareholder-friendly corporate actions).

Q. Were there any significant changes to the Fund during the reporting period?

A. Last year, the Board of Directors authorized the Fund to repurchase up to 1 million shares of common stock at such times and in such amounts as management believes will enhance shareholder value, subject to review by the Fund’s Board of Directors. For the period, the Fund repurchased 581,400 shares. The NAV discount was 12.7% as of October 31, 2005. We believe this NAV discount is not justified by the Fund’s structure or performance over the period.

Looking for Additional Information?
The Fund is traded under the symbol “SCD” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under symbol XSCDX. Barron’s and The Wall Street Journal’s Monday editions carry closed-end fund tables that will provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.citigroupam.com.

     In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 or 1-800-SALOMON (toll free), Monday through Friday from 8:00 a.m. to 6:00 p.m. Eastern Time, for the Fund’s current NAV, market price, and other information.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      9


     Thank you for your investment in the Salomon Brothers Capital and Income Fund Inc. As ever, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,


Mark J. McAllister
Co-Portfolio Manager

December 1, 2005

 

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

Portfolio holdings and breakdowns are as of October 31, 2005 and are subject to change and may not be representative of the Fund’s current or future investments. The Fund’s top ten holdings (as a percentage of net assets) as of this date were: Federal Republic of Brazil (3.0%), Targeted Return Index Securities (TRAINS) (2.5%), Federal Home Loan Mortgage Corp. (FHLMC) (2.3%), Total SA (1.7%), Russian Federation (1.7%), United Mexican States (1.5%), El Paso Corp. (1.4%), Host Marriott Finance Trust (1.4%), United Mexican States (1.4%) and General Electric Co. (1.4%). Please refer to pages 12 through 36 for a list and percentage breakdown of the Fund’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. Portfolio holdings are subject to change at any time and may not be representative of the Fund’s current or future investments. The Fund’s top five sector holdings (as a percentage of net assets) as of October 31, 2005 were: Financials (24.4%), Consumer Discretionary (13.0%), Energy (12.1%), Health Care (11.0%) and Information Technology (9.1%). The Fund’s portfolio composition is subject to change at any time.

RISKS: Like any investment where there is risk of loss, you may not be able to sell the shares of the Fund for the same amount that you purchased them. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact in Fund performance. Leverage may magnify gains and increase losses in the Fund’s portfolio.

All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

i The S&P 500 Index is an unmanaged index of 500 stocks that is generally representative of the performance of larger companies in the U.S.
   
ii The S&P 500 Barra Value Index is a market-capitalization weighted index of stocks in the S&P 500 having lower price-to-book ratios relative to the S&P 500 as a whole. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.)
   
iii The S&P 500 Barra Growth Index is a market-capitalization weighted index of stocks in the S&P 500 having higher price-to-book ratios relative to the S&P 500 as a whole. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.)
   
iv The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.
   
v JPMorgan Emerging Markets Bond Index Global (EMBI Global) tracks total returns for U.S. dollar denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds, and local market instruments. Countries covered are Algeria, Argentina, Brazil, Bulgaria, Chile, China, Colombia, Cote d’Ivoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela.
   
vi The Citigroup High Yield Market Index is a broad-based unmanaged index of high yield securities.
   
vii The Lehman Brothers Aggregate Bond Index is a broad-based bond index comprised of Government, Corporate, Mortgage and Asset-backed issues, rated investment grade or higher, and having at least one year to maturity.
   
viii The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.
   
ix A basis point is one one-hundredth (1/100 or 0.01) of one percent.
   
x The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.
   
xi Gross domestic product is a market value of goods and services produced by labor and property in a given country.
   
xii Source: JP Morgan Chase
   
xiii NAV is calculated by subtracting total liabilities from the closing value of all securities (plus all other assets) held by the Fund and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is at the Fund’s market price as determined by supply of and demand for the Fund’s shares.
   
xiv Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 12-month period ended October 31, 2005, including the reinvestment of distributions, including returns of capital, if any, calculated among the 36 funds in the Fund’s Lipper category, and excluding sales charges.

 

10      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Fund at a Glance (unaudited)
Investment Breakdown

As a Percent of Total Investments (Excluding Securities Purchased From Securities Lending Collateral)


Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      11



Schedule of Investments (October 31, 2005)
SALOMON BROTHERS CAPITAL AND INCOME FUND INC.
Face 
       
Amount 
                Security#    Value 

CORPORATE BONDS & NOTES — 15.7% 
   
Aerospace & Defense — 0.0% 
   
$     150,000 
  Goodrich Corp., Notes, 7.500% due 4/15/08 
$ 
157,580 
125,000 
  Lockheed Martin Corp., Notes, 7.700% due 6/15/08    133,076 
112,000 
  Raytheon Co., Notes, 6.750% due 8/15/07    115,294 

  Total Aerospace & Defense    405,950 

Auto Components — 0.0% 
   
213,000 
  Dura Operating Corp., Senior Unsecured Notes, Series B, 8.625% due 4/15/12 (a)  181,582 
125,000 
  Johnson Controls Inc., Senior Unsecured Notes, 5.000% due 11/15/06    124,971 

  Total Auto Components    306,553 

Automobiles — 0.3% 
   
150,000 
  DaimlerChrysler North America Holding Corp., Notes, 6.400% due 5/15/06  151,267 
  Ford Motor Co.:     
250,000 
     Debentures, 6.625% due 10/1/28    172,500 
1,675,000 
     Notes, 7.450% due 7/16/31 (a)    1,239,500 
  General Motors Corp., Senior Debentures:     
150,000 
     8.250% due 7/15/23 (a)    111,375 
1,200,000 
     8.375% due 7/15/33 (a)    895,500 

  Total Automobiles    2,570,142 

Beverages — 0.1% 
   
100,000 
  Bottling Group LLC, Senior Notes, 2.450% due 10/16/06    97,759 
500,000 
  Constellation Brands Inc., Senior Subordinated Notes, Series B,     
     8.125% due 1/15/12 (a)    523,125 

  Total Beverages    620,884 

Building Products — 0.0% 
   
100,000 
  Masco Corp., Notes, 6.750% due 3/15/06    100,762 

Capital Markets — 0.1% 
   
325,000 
  BCP Crystal U.S. Holdings Corp., Senior Subordinated Notes, 9.625% due 6/15/14 359,125 
150,000 
  Morgan Stanley, Notes, 5.800% due 4/1/07    151,879 

  Total Capital Markets    511,004 

Chemicals — 1.2% 
   
500,000 
  Borden U.S. Finance Corp./Nova Scotia Finance ULC,     
 
   Second Priority Senior Secured Notes, 9.000% due 7/15/14 (b) 
  494,375 
1,000,000 
  Compass Minerals Group Inc., Senior Subordinated Notes,     
     10.000% due 8/15/11    1,082,500 
1,000,000 
  Equistar Chemicals LP, Senior Notes, 10.625% due 5/1/11 (a)    1,095,000 
650,000 
  Hercules Inc., Senior Subordinated Notes, 6.750% due 10/15/29    630,500 
1,000,000 
  Huntsman International LLC, Senior Subordinated Notes,     
     10.125% due 7/1/09 (a)    1,033,750 
104,000 
  ICI Wilmington Inc., Notes, 4.375% due 12/1/08    101,728 
500,000 
  ISP Holdings Inc., Senior Secured Notes, Series B, 10.625% due 12/15/09  527,500 
1,000,000 
  Lyondell Chemical Co., Senior Secured Notes, 11.125% due 7/15/12    1,120,000 
1,116,000 
  Millennium America Inc., Senior Notes, 9.250% due 6/15/08    1,202,490 
600,000 
  Nalco Co., Senior Subordinated Notes, 8.875% due 11/15/13 (a)    615,750 

See Notes to Financial Statements.

12      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Face         
Amount                  Security#    Value 

Chemicals — 1.2% (continued)     
$     500,000    OM Group Inc., Senior Subordinated Notes, 9.250% due 12/15/11  $  483,750 
6,000    PPG Industries Inc., Notes, 6.500% due 11/1/07    6,181 
650,000    PQ Corp., Senior Subordinated Notes, 7.500% due 2/15/13 (b)    601,250 
125,000    Praxair Inc., Unsecured Notes, 2.750% due 6/15/08    118,587 
500,000    Resolution Performance Products LLC/RPP Capital Corp., Secured Notes,     
       9.500% due 4/15/10 (a)    507,500 
    Rhodia SA:     
500,000       Senior Notes, 7.625% due 6/1/10    486,250 
500,000       Senior Subordinated Notes, 8.875% due 6/1/11 (a)    475,000 
325,000    Westlake Chemical Corp., Senior Notes, 8.750% due 7/15/11    349,375 

    Total Chemicals    10,931,486 

Commercial Banks — 0.2%     
125,000    American Express Centurion Bank, Notes, 4.087% due 7/19/07 (c)    125,222 
380,000    Banesto Finance Ltd., Subordinated Notes, 7.500% due 3/25/07    392,305 
125,000    Bank of America Corp., Subordinated Notes, 6.375% due 2/15/08    129,042 
250,000    Bank United Corp., Senior Notes, 8.875% due 5/1/07    262,109 
109,091    Fifth Third Bank, Notes, 2.870% due 8/10/09    104,838 
200,000    SunTrust Bank, Notes, 4.550% due 5/25/09    197,121 
150,000    Wells Fargo & Co., Notes, 4.020% due 3/23/07 (c)    150,145 
100,000    Zions Bancorp., Senior Notes, 2.700% due 5/1/06    99,042 

    Total Commercial Banks    1,459,824 

Commercial Services & Supplies — 0.4%     
475,000    Aleris International Inc., Senior Secured Notes, 10.375% due 10/15/10    521,312 
    Allied Waste North America Inc.:     
75,000       Senior Notes, 7.250% due 3/15/15 (a)(b)    74,625 
       Senior Secured Notes, Series B:     
217,000           9.250% due 9/1/12 (a)    234,978 
1,000,000           7.375% due 4/15/14 (a)    942,500 
100,000    Cendant Corp., Senior Notes, 6.875% due 8/15/06    101,314 
450,000    Cenveo Corp., Senior Subordinated Notes, 7.875% due 12/1/13    418,500 
125,000    Cintas Corp. No. 2, Senior Notes, 5.125% due 6/1/07 (a)    125,571 
350,000    Corrections Corporation of America, Senior Subordinated Notes,     
       6.250% due 3/15/13    346,063 
1,325,000    Iron Mountain Inc., Senior Subordinated Notes, 7.750% due 1/15/15    1,325,000 

    Total Commercial Services & Supplies    4,089,863 

Communications Equipment — 0.2%     
2,000,000    Lucent Technologies Inc., Debentures, 6.450% due 3/15/29    1,720,000 

Computers & Peripherals — 0.1%     
125,000    Hewlett-Packard Co., Senior Notes, 5.500% due 7/1/07    126,468 
125,000    IBM Canada Credit Services Co., Senior Notes, 3.750% due 11/30/07 (b)    122,287 
200,000    SunGard Data Systems Inc., Senior Notes, 9.125% due 8/15/13 (b)    204,000 

    Total Computers & Peripherals    452,755 

Consumer Finance — 0.0%     
125,000    SLM Corp., Medium-Term Notes, Series A, 4.400% due 1/26/09 (c)    125,404 


See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      13



Schedule of Investments (October 31, 2005) (continued)
Face         
Amount                  Security#    Value 

Containers & Packaging — 0.6%     
$     500,000    Anchor Glass Container Corp., Senior Secured Notes,     
       11.000% due 2/15/13 (d)*  $  320,000 
1,000,000    Berry Plastics Corp., Senior Subordinated Notes, 10.750% due 7/15/12    1,035,000 
213,415    Crown European Holdings SA, Secured Notes, 9.500% due 3/1/11    234,757 
625,000    Graphic Packaging International Corp., Senior Subordinated Notes,     
       9.500% due 8/15/13 (a)    564,062 
1,250,000    Jefferson Smurfit Corp., Senior Notes, 8.250% due 10/1/12 (a)    1,184,375 
750,000    JSG Funding PLC, Senior Notes, 9.625% due 10/1/12    723,750 
900,000    Owens-Illinois Inc., Debentures, 7.500% due 5/15/10 (a)    895,500 
500,000    Plastipak Holdings Inc., Senior Notes, 10.750% due 9/1/11    550,000 
    Pliant Corp.:     
234,020       Senior Secured Notes, 11.625% due 6/15/09    253,912 
       Senior Subordinated Notes:     
100,000           13.000% due 6/1/10    15,000 
50,000           13.000% due 6/1/10    7,500 
50,000    Stone Container Finance Co. of Canada II, Senior Notes,     
       7.375% due 7/15/14 (a)    44,625 

    Total Containers & Packaging    5,828,481 

Diversified Financial Services — 2.5%     
1,000,000    Alamosa Delaware Inc., Senior Discount Notes, step bond to yield     
       10.290% due 7/31/09    1,100,000 
125,000    Amvescap PLC, Senior Notes, 5.900% due 1/15/07    125,971 
125,000    Bear Stearns Cos. Inc., Notes, 5.700% due 1/15/07    126,245 
75,000    Boeing Capital Corp., Senior Notes, 5.650% due 5/15/06    75,521 
125,000    Capital One Bank, Notes, 5.750% due 9/15/10    127,445 
125,000    CIT Group Inc., Senior Notes, 5.500% due 11/30/07    126,618 
113,579    Core Investment Grade Bond Trust I, Pass-Through Certificates,     
       4.659% due 11/30/07    112,302 
125,000    Countrywide Home Loans Inc., Medium-Term Notes, Series M,     
       4.125% due 9/15/09    120,183 
    Ford Motor Credit Co.:     
200,000       Global Landmark Securities, 6.500% due 1/25/07    197,684 
1,050,000       Notes, 7.000% due 10/1/13 (a)    962,440 
125,000    General Electric Capital Corp., Medium-Term Notes, Series A,     
       3.984% due 6/22/07 (c)    125,162 
    General Motors Acceptance Corp., Notes:     
156,000       6.125% due 9/15/06    155,576 
1,600,000       6.750% due 12/1/14 (a)    1,532,515 
162,000    Global Cash Access LLC/Global Cash Finance Corp.,     
       Senior Subordinated Notes, 8.750% due 3/15/12    173,137 
125,000    HSBC Finance Corp., Senior Subordinated Notes, 5.875% due 2/1/09    128,061 
125,000    International Lease Finance Corp., Notes, 5.750% due 10/15/06    125,817 
125,000    John Deere Capital Corp., Medium-Term Notes, Series D, 4.400% due 7/15/09  123,023 
150,000    JPMorgan Chase & Co., Senior Notes, 5.350% due 3/1/07    151,128 
125,000    Nationwide Building Society, Medium-Term Notes, 2.625% due 1/30/07 (b)  121,802 
275,000    Nell AF SARL, Senior Notes, 8.375% due 8/15/15 (a)(b)    265,375 
150,000    Rio Tinto Finance USA Ltd., Notes, 2.625% due 9/30/08    140,719 

See Notes to Financial Statements.

14      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


 


Schedule of Investments (October 31, 2005) (continued)
Face         
Amount                  Security#    Value 

Diversified Financial Services — 2.5% (continued)     
$     500,000    Sensus Metering Systems Inc., Senior Subordinated Notes,     
       8.625% due 12/15/13 
$ 
457,500 
15,579,265    Targeted Return Index Securities (TRAINS), Secured Notes,     
       Series HY-2005-1, 7.651% due 6/15/15 (b)    15,800,148 
125,000    Textron Financial Corp., Medium-Term Notes, Series E, 2.750% due 6/1/06  123,774 
125,000    TIAA Global Markets Inc., Notes, 4.125% due 11/15/07 (b)    123,315 
350,000    Vanguard Health Holdings Co. I LLC, Senior Discount Notes,     
       step bond to yield 5.594% due 10/1/15 (a)    246,750 
125,000    Vanguard Health Holdings Co. II LLC, Senior Subordinated Notes,     
       9.000% due 10/1/14    130,937 

    Total Diversified Financial Services    22,999,148 

Diversified Telecommunication Services — 0.6%     
125,000    GTE Corp., Debentures, 6.360% due 4/15/06    125,900 
750,000    Insight Midwest LP/Insight Capital Inc., Senior Notes, 10.500% due 11/1/10 (a)  791,250 
150,000    Intelsat Bermuda Ltd., Senior Notes, 8.695% due 1/15/12 (b)(c)    152,625 
550,000    Intelsat Ltd., Senior Discount Notes, step bond to yield 9.253% due 2/1/15 (b)  364,375 
850,000    MCI Inc., Senior Notes, 8.735% due 5/1/14    943,500 
50,000    NTL Cable PLC, Senior Notes, 8.750% due 4/15/14    52,625 
190,000    PanAmSat Corp., Senior Notes, 9.000% due 8/15/14    200,925 
2,125,000    Qwest Services Corp., Senior Secured Notes, 14.000% due 12/15/14    2,584,531 
125,000    SBC Communications Inc., Notes, 5.750% due 5/2/06 (a)    125,673 

    Total Diversified Telecommunication Services    5,341,404 

Electric Utilities — 0.3%     
1,000,000    Edison Mission Energy, Senior Notes, 7.730% due 6/15/09    1,042,500 
75,000    Entergy Gulf States Inc., First Mortgage Notes, 3.600% due 6/1/08    71,991 
125,000    Niagara Mohawk Power Corp., First Mortgage Notes, 7.750% due 5/15/06  127,117 
150,000    Nisource Finance Corp., Senior Notes, 7.625% due 11/15/05    150,157 
250,000    Pinnacle West Capital Corp., Senior Notes, 6.400% due 4/1/06    251,826 
1,000,000    Reliant Energy Inc., Senior Secured Notes, 9.500% due 7/15/13    1,070,000 
325,000    Texas Genco LLC/Texas Genco Financing Corp., Senior Notes,     
       6.875% due 12/15/14 (b)    349,375 

    Total Electric Utilities    3,062,966 

Energy Equipment & Services — 0.1%     
75,000    Cooper Cameron Corp., Senior Notes, 2.650% due 4/15/07    72,379 
529,000    Dresser-Rand Group Inc., Senior Subordinated Notes, 7.375% due 11/1/14 (b)  544,870 
250,000    Duke Energy Field Services LLC, Senior Notes, 5.750% due 11/15/06    252,208 

    Total Energy Equipment & Services    869,457 

Food & Staples Retailing — 0.1%     
125,000    CVS Corp., Notes, 5.625% due 3/15/06    125,403 
325,000    Jean Coutu Group Inc., Senior Subordinated Notes, 8.500% due 8/1/14 (a)  303,062 
500,000    Rite Aid Corp., Senior Debentures, 6.875% due 8/15/13 (a)    417,500 
150,000    Safeway Inc., Senior Notes, 6.500% due 11/15/08    155,315 

    Total Food & Staples Retailing    1,001,280 


See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      15



Schedule of Investments (October 31, 2005) (continued)
Face 
       
Amount 
                Security#    Value 

Food Products — 0.5% 
   
$     396,017    Ahold Lease USA Inc., Pass-Through Certificates, Series 2001 A-1,     
       7.820% due 1/2/20  $  425,966 
75,000    Bunge Ltd. Finance Corp., Senior Notes, 4.375% due 12/15/08    73,617 
125,000    Campbell Soup Co., Notes, 6.900% due 10/15/06    127,145 
325,000    Dean Foods Co., Senior Notes, 6.900% due 10/15/17    329,875 
500,000    Del Monte Corp., Senior Subordinated Notes, 8.625% due 12/15/12    535,000 
    Doane Pet Care Co., Senior Subordinated Notes:     
500,000       9.750% due 5/15/07    500,625 
325,000       10.625% due 11/15/15 (b)    330,687 
    Dole Food Co. Inc.:     
350,000       Debentures, 8.750% due 7/15/13    366,625 
161,000       Senior Notes, 8.875% due 3/15/11    167,440 
125,000    Kellogg Co., Senior Notes, 2.875% due 6/1/08    118,981 
200,000    Kraft Foods Inc., Notes, 4.625% due 11/1/06    199,465 
500,000    Pinnacle Foods Holding Corp., Senior Subordinated Notes, 8.250% due 12/1/13  465,000 
125,000    Unilever Capital Corp., Senior Notes, 6.875% due 11/1/05    125,000 
625,000    United Agri Products Inc., Senior Notes, 8.250% due 12/15/11    659,375 

    Total Food Products    4,424,801 

Health Care Providers & Services — 0.6%     
250,000    AmeriPath Inc., Senior Subordinated Notes, 10.500% due 4/1/13    261,250 
300,000    DaVita Inc., Senior Subordinated Notes, 7.250% due 3/15/15    304,500 
500,000    Extendicare Health Services Inc., Senior Subordinated Notes,     
       6.875% due 5/1/14    490,000 
600,000    Genesis HealthCare Corp., Senior Subordinated Notes, 8.000% due 10/15/13  637,500 
    HCA Inc.:     
375,000       Debentures, 7.050% due 12/1/27    347,257 
       Notes:     
142,000           7.125% due 6/1/06    144,250 
975,000           6.375% due 1/15/15 (a)    961,586 
925,000    IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes,     
       8.750% due 6/15/14    952,750 
325,000    InSight Health Services Holdings Corp., Senior Subordinated Notes,     
       9.174% due 11/1/11 (b)(c)    311,188 
150,000    Quest Diagnostics Inc., Senior Notes, 6.750% due 7/12/06    151,913 
    Tenet Healthcare Corp., Senior Notes:     
650,000       7.375% due 2/1/13 (a)    580,125 
375,000       9.875% due 7/1/14    364,687 
150,000    UnitedHealth Group Inc., Senior Notes, 3.300% due 1/30/08 (a)    145,141 
75,000    WellPoint Health Networks Inc., Notes, 6.375% due 6/15/06    75,767 

    Total Health Care Providers & Services    5,727,914 

Hotels, Restaurants & Leisure — 1.3%     
625,000    AMF Bowling Worldwide Inc., Senior Subordinated Notes, 10.000% due 3/1/10  626,562 
1,000,000    Boyd Gaming Corp., Senior Subordinated Notes, 6.750% due 4/15/14    991,250 
200,000    Carnival Corp., Secured Notes, 3.750% due 11/15/07    195,682 
325,000    Choctaw Resort Development Enterprise, Senior Notes, 7.250% due 11/15/19 (b)  323,375 
875,000    Cinemark Inc., Senior Discount Notes, step bond to yield 18.428% due 3/15/14  623,438 

See Notes to Financial Statements.

16      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Face         
Amount                  Security#    Value 

Hotels, Restaurants & Leisure — 1.3% (continued)     
$     550,000    Denny’s Holdings Inc., Senior Notes, 10.000% due 10/1/12 (a) 
$ 
540,375 
325,000    Gaylord Entertainment Co., Notes, 6.750% due 11/15/15    315,250 
450,000    Herbst Gaming Inc., Senior Subordinated Notes, 7.000% due 11/15/14    446,625 
1,000,000    Isle of Capri Casinos Inc., Senior Subordinated Notes, 7.000% due 3/1/14  950,000 
500,000    Kerzner International Ltd., Senior Subordinated Notes, 6.750% due 10/1/15 (b)  477,500 
550,000    Las Vegas Sands Corp., Senior Notes, 6.375% due 2/15/15 (a)    523,875 
250,000    Leslie’s Poolmart, Senior Notes, 7.750% due 2/1/13    251,250 
25,000    Loews Cineplex Entertainment Corp., Senior Subordinated Notes,     
       9.000% due 8/1/14    24,188 
125,000    McDonald’s Corp., Medium-Term Notes, Series E, 5.950% due 1/15/08    128,177 
    MGM MIRAGE Inc.:     
       Senior Notes:     
700,000           6.750% due 9/1/12    700,000 
575,000           5.875% due 2/27/14 (a)    540,500 
203,000       Senior Subordinated Notes, 9.375% due 2/15/10 (a)    222,285 
   
Mohegan Tribal Gaming Authority, Senior Subordinated Notes:
   
300,000       7.125% due 8/15/14    304,500 
350,000       6.875% due 2/15/15 (a)    351,750 
325,000    Penn National Gaming Inc., Senior Subordinated Notes, 6.750% due 3/1/15  313,625 
500,000    Pinnacle Entertainment Inc., Senior Subordinated Notes, 8.250% due 3/15/12  498,750 
325,000    Riddell Bell Holdings Inc., Senior Subordinated Notes,     
       8.375% due 10/1/12 (a)    312,000 
625,000    Seneca Gaming Corp., Senior Notes, 7.250% due 5/1/12 (a)    641,406 
425,000    Six Flags Inc., Senior Notes, 9.625% due 6/1/14    422,875 
625,000    Station Casinos Inc., Senior Subordinated Notes, 6.875% due 3/1/16 (a)  632,812 
500,000    Turning Stone Casino Resort Enterprise, Senior Notes,     
       9.125% due 12/15/10 (b)    517,500 
500,000    VICORP Restaurants Inc., Senior Notes, 10.500% due 4/15/11 (a)    465,000 

    Total Hotels, Restaurants & Leisure    12,340,550 

Household Durables — 0.3%     
100,000    Centex Corp., Notes, 4.750% due 1/15/08    99,053 
125,000    Fortune Brands Inc., Notes, 2.875% due 12/1/06    122,185 
500,000    Home Interiors & Gifts Inc., Senior Subordinated Notes,     
       10.125% due 6/1/08    317,500 
600,000    Interface Inc., Senior Subordinated Notes, 9.500% due 2/1/14 (a)    600,000 
600,000    Sealy Mattress Co., Senior Subordinated Notes, 8.250% due 6/15/14 (a)  612,000 
575,000    Tempur-Pedic Inc./Tempur Production USA Inc.,     
       Senior Subordinated Notes, 10.250% due 8/15/10    623,875 

    Total Household Durables    2,374,613 

Independent Power Producers & Energy Traders — 1.3%     
    AES Corp., Senior Notes:     
100,000       9.500% due 6/1/09    108,000 
1,400,000       7.750% due 3/1/14 (a)    1,459,500 
    Calpine Corp.:     
13,075,000       Senior Notes, 8.500% due 2/15/11 (a)    6,210,625 
1,000,000       Senior Secured Notes, 8.750% due 7/15/13 (a)(b)    697,500 

See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      17



Schedule of Investments (October 31, 2005) (continued)
Face 
       
Amount 
                Security#    Value 

Independent Power Producers & Energy Traders — 1.3% (continued) 
   
$     175,000 
  Calpine Generating Co. LLC, Secured Notes, 13.216% due 4/1/11 (c) 
$ 
164,062 
100,000 
  Duke Energy Corp., Senior Notes, 4.200% due 10/1/08    97,764 
  Dynegy Holdings Inc.:     
1,725,000 
     Debentures, 7.125% due 5/15/18    1,526,625 
450,000 
     Senior Secured Notes, 10.125% due 7/15/13 (b)    497,250 
835,000 
  NRG Energy Inc., Second Priority Senior Secured Notes, 8.000% due 12/15/13  914,325 

  Total Independent Power Producers & Energy Traders    11,675,651 

Industrial Conglomerates — 0.2% 
   
  Cooper Industries Inc., Senior Notes:     
125,000 
     5.250% due 7/1/07    125,697 
100,000 
     5.500% due 11/1/09    101,519 
1,000,000 
  Koppers Inc., Senior Secured Notes, 9.875% due 10/15/13    1,095,000 
350,000 
  Park-Ohio Industries Inc., Senior Subordinated Notes, 8.375% due 11/15/14 (a)  308,000 

  Total Industrial Conglomerates    1,630,216 

Insurance — 0.1% 
   
125,000 
  Hartford Financial Services Group Inc., Senior Notes, 2.375% due 6/1/06  123,391 
75,000 
  Marsh & McLennan Cos. Inc., Notes, 4.270% due 7/13/07 (c)    74,711 
500,000 
  Nationwide Life Global Funding I, Notes, 4.090% due 9/28/07 (b)(c)    500,531 
150,000 
  Protective Life Secured Trust, Senior Secured Notes, Medium-Term Notes,   
     4.210% due 4/13/07 (c)    150,208 
156,000 
  Prudential Financial Inc., Medium Term Notes, 3.750% due 5/1/08    153,286 
75,000 
  Unitrin Inc., Senior Notes, 5.750% due 7/1/07    75,648 

  Total Insurance    1,077,775 

Machinery — 0.2% 
   
352,000 
  Dover Corp., Notes, 6.450% due 11/15/05    352,207 
200,000 
  Ingersoll-Rand Co., Notes, 6.250% due 5/15/06    201,786 
475,000 
  Invensys PLC, Senior Notes, 9.875% due 3/15/11 (a)(b)    458,375 
225,000 
  Mueller Group Inc., Senior Subordinated Notes, 10.000% due 5/1/12    237,375 
775,000 
  Mueller Holdings Inc., Discount Notes, step bond to yield 11.895% due 4/15/14  569,625 
213,000 
  Terex Corp., Senior Subordinated Notes, 7.375% due 1/15/14    213,000 

  Total Machinery    2,032,368 

Media — 1.5% 
   
300,000 
  Bear Creek Corp., Senior Notes, 9.000% due 3/1/13 (b)    309,000 
625,000 
  Cablevision Systems Corp., Senior Notes, Series B, 8.716% due 4/1/09 (c)  642,187 
625,000 
  CanWest Media Inc., Senior Subordinated Notes, Series B, 8.000% due 9/15/12 (a)  657,812 
  CCH I Holdings LLC:     
1,525,000 
 
   Senior Accreting Notes, step bond to yield 19.077% due 5/15/14 (b) 
  976,000 
2,020,563 
     Senior Secured Notes, 11.000% due 10/1/15 (b)    1,838,712 
700,000 
  Charter Communications Operating LLC, Second Lien Senior Notes,     
     8.375% due 4/30/14 (b)    705,250 
250,000 
  Clear Channel Communications Inc., Senior Notes, 3.125% due 2/1/07 (a)  243,635 
250,000 
  COX Communications Inc., Notes, 7.750% due 8/15/06    255,328 
  CSC Holdings Inc.:     
225,000 
     Debentures, Series B, 8.125% due 8/15/09    231,188 
375,000 
     Senior Notes, Series B, 8.125% due 7/15/09 (a)    385,312 

See Notes to Financial Statements.

18      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Face 
       
Amount 
                Security#    Value 

Media — 1.5% (continued)     
    Dex Media Inc., Discount Notes:     
$     750,000       step bond to yield 8.608% due 11/15/13  $  585,000 
1,000,000       step bond to yield 8.873% due 11/15/13 (a)    780,000 
   
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., Senior Notes:
   
764,000       8.375% due 3/15/13    830,850 
475,000       6.375% due 6/15/15    468,469 
1,000,000    EchoStar DBS Corp., Senior Notes, 6.625% due 10/1/14    975,000 
300,000    Emmis Communications Corp., Senior Notes, 9.745% due 6/15/12 (c)    302,250 
500,000    LodgeNet Entertainment Corp., Senior Subordinated Debentures,     
       9.500% due 6/15/13    543,750 
750,000    Mediacom Broadband LLC, Senior Notes, 11.000% due 7/15/13 (a)    806,250 
200,000    Nexstar Finance Holdings LLC, Senior Discount Notes,     
       step bond to yield 9.548% due 4/1/13    145,000 
50,000    Rainbow National Services LLC, Senior Subordinated Debentures,     
       10.375% due 9/1/14 (b)    55,250 
125,000    Reed Elsevier Capital Inc., Notes, 6.125% due 8/1/06    125,890 
600,000    Rogers Cable Inc., Senior Secured Notes, 7.875% due 5/1/12    639,000 
625,000    Sinclair Broadcast Group Inc., Senior Subordinated Notes,     
       8.000% due 3/15/12    645,312 
150,000    TCI Communications Inc., Senior Notes, 6.875% due 2/15/06    150,809 
150,000    Time Warner Inc., Notes, 6.125% due 4/15/06 (a)    150,905 
    Walt Disney Co.:     
100,000       Medium-Term Notes, 5.500% due 12/29/06    100,742 
125,000       Senior Notes, Series B, 6.750% due 3/30/06    126,115 
    Young Broadcasting Inc., Senior Subordinated Notes:     
325,000       10.000% due 3/1/11 (a)    303,875 
300,000       8.750% due 1/15/14 (a)    267,000 

    Total Media    14,245,891 

Metals & Mining — 0.1%     
600,000    Corporacion Nacional del Cobre-Codelco, Notes, 5.500% due 10/15/13    607,426 
275,000    IPSCO Inc., Senior Notes, 8.750% due 6/1/13 (a)    305,250 
325,000    Novelis Inc., Senior Notes, 7.250% due 2/15/15 (b)    298,187 
150,000    WMC Finance USA, 6.750% due 12/1/06    153,091 

    Total Metals & Mining    1,363,954 

Multi-Utilities — 0.0% 
   
125,000    Keyspan Gas East Corp., Medium-Term Notes, 6.900% due 1/15/08    130,055 

Multiline Retail — 0.0%     
225,000    Neiman Marcus Group Inc., Senior Subordinated Notes,     
       10.375% due 10/15/15 (b)    218,250 
125,000    Target Corp., Senior Notes, 5.500% due 4/1/07    126,320 

    Total Multiline Retail    344,570 

Oil, Gas & Consumable Fuels — 0.8%     
255,000    Burlington Resources Finance Corp., Senior Notes, 5.600% due 12/1/06    256,957 
    Chesapeake Energy Corp., Senior Notes:     
775,000       6.375% due 6/15/15    765,312 
75,000       6.625% due 1/15/16    75,188 

See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      19



Schedule of Investments (October 31, 2005) (continued)
Face 
       
Amount 
                Security#    Value 

Oil, Gas & Consumable Fuels — 0.8% (continued)     
    El Paso Corp., Medium-Term Notes:     
$     1,050,000       7.750% due 1/15/32 (a)  $  1,047,375 
1,000,000       7.800% due 8/1/31 (a)    997,500 
500,000    EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11    507,500 
325,000    Holly Energy Partners, L.P., Senior Notes, 6.250% due 3/1/15    316,875 
125,000    Norsk Hydro ASA, Notes, 6.360% due 1/15/09    130,251 
1,550,000    Petronas Capital Ltd., 7.875% due 5/22/22 (b)    1,888,749 
1,500,000    Williams Cos. Inc., Senior Notes, 7.750% due 6/15/31 (a)    1,591,875 

    Total Oil, Gas & Consumable Fuels    7,577,582 

Paper & Forest Products — 0.4%     
440,000    Abitibi-Consolidated Inc., Debentures, 8.850% due 8/1/30    369,600 
500,000    Appleton Papers Inc., Senior Subordinated Notes, Series B,     
       9.750% due 6/15/14 (a)    472,500 
250,000    Bowater Inc., Notes, 6.500% due 6/15/13 (a)    221,250 
    Buckeye Technologies Inc.:     
150,000       Senior Notes, 8.500% due 10/1/13    149,625 
       Senior Subordinated Notes:     
400,000           9.250% due 9/15/08 (a)    402,000 
75,000           8.000% due 10/15/10    71,250 
1,000,000    Newark Group Inc., Senior Subordinated Notes, 9.750% due 3/15/14    865,000 
1,000,000    Norske Skog Canada Ltd., Senior Notes, 7.375% due 3/1/14 (a)    895,000 
115,000    Weyerhaeuser Co., Notes, 5.250% due 12/15/09    114,788 

    Total Paper & Forest Products    3,561,013 

Personal Products — 0.2%     
125,000    Avon Products Inc., Senior Notes, 7.150% due 11/15/09    134,822 
675,000    DEL Laboratories Inc., Senior Subordinated Notes, 8.000% due 2/1/12 (a)    509,625 
150,000    Gillette Co., Notes, 3.500% due 10/15/07    146,644 
600,000    Playtex Products Inc., Senior Subordinated Notes, 9.375% due 6/1/11 (a)    624,000 

    Total Personal Products    1,415,091 

Pharmaceuticals — 0.0%     
350,000    Warner Chilcott Corp., Senior Subordinated Notes, 8.750% due 2/1/15 (b)    323,750 

Real Estate — 0.3% 
   
1,000,000    Felcor Lodging LP, Senior Notes, 9.000% due 6/1/11 (a)    1,081,250 
1,250,000    Host Marriott LP, Senior Notes, 7.125% due 11/1/13 (a)    1,273,438 
500,000    MeriStar Hospitality Corp., Senior Notes, 9.125% due 1/15/11 (a)    535,625 
50,000    Simon Property Group LP, Notes, 6.375% due 11/15/07    51,268 
200,000    Vornado Realty LP, Senior Notes, 5.625% due 6/15/07    201,828 

    Total Real Estate    3,143,409 

Semiconductors & Semiconductor Equipment — 0.1%     
    Amkor Technology Inc., Senior Notes:     
400,000       9.250% due 2/15/08    384,000 
500,000       7.125% due 3/15/11 (a)    435,000 
213,000       7.750% due 5/15/13 (a)    182,648 

    Total Semiconductors & Semiconductor Equipment    1,001,648 


See Notes to Financial Statements.

20      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Face 
       
Amount 
                Security#    Value 

Specialty Retail — 0.2% 
   
$     500,000 
  Buffets Inc., Senior Subordinated Notes, 11.250% due 7/15/10 (a) 
$ 
502,500 
125,000 
  Carrols Corp., Senior Subordinated Notes, 9.000% due 1/15/13 (b)    124,375 
500,000 
  CSK Auto Inc., Senior Notes, 7.000% due 1/15/14    470,000 
325,000 
  Eye Care Centers of America Inc., Senior Subordinated Notes,     
     10.750% due 2/15/15 (b)    306,312 
225,000 
  Finlay Fine Jewelry Corp., Senior Notes, 8.375% due 6/1/12 (a)    192,375 
150,000 
  Home Depot Inc., Senior Notes, 5.375% due 4/1/06    150,447 
125,000 
  Lowe’s Cos. Inc., Notes, 7.500% due 12/15/05    125,402 
200,000 
  Toys “R” Us Inc., Notes, 7.375% due 10/15/18 (a)    143,000 

  Total Specialty Retail    2,014,411 

Textiles, Apparel & Luxury Goods — 0.2% 
   
  Levi Strauss & Co., Senior Notes:     
150,000 
     8.804% due 4/1/12 (c)    149,625 
800,000 
     9.750% due 1/15/15 (a)    812,000 
300,000 
  Oxford Industries Inc., Senior Notes, 8.875% due 6/1/11    309,000 
425,000 
  Simmons Bedding Co., Senior Subordinated Notes, 7.875% due 1/15/14 (a)  377,187 

  Total Textiles, Apparel & Luxury Goods    1,647,812 

Tobacco — 0.0% 
   
75,000 
  Altria Group Inc., Notes, 7.200% due 2/1/07    76,779 
125,000 
  Cargill Inc., Notes, 6.250% due 5/1/06 (b)    126,073 

  Total Tobacco    202,852 

Water Utilities — 0.0% 
   
155,000 
  United Utilities PLC, Notes, 6.450% due 4/1/08    159,916 

Wireless Telecommunication Services — 0.6% 
   
1,000,000 
  American Tower Corp., Senior Notes, 7.500% due 5/1/12 (a)    1,047,500 
1,450,000 
  Nextel Communications Inc., Senior Notes, Series E, 6.875% due 10/31/13  1,518,120 
625,000 
  Rogers Wireless Communications Inc., Secured Notes, 7.500% due 3/15/15  673,437 
650,000 
  SBA Communications Corp., Senior Notes, 8.500% due 12/1/12    711,750 
250,000 
  Sprint Capital Corp., Notes, 6.000% due 1/15/07    253,259 
650,000 
  UbiquiTel Operating Co., Senior Notes, 9.875% due 3/1/11    713,375 
325,000 
  US Unwired Inc., Second Priority Secured Notes, Series B,     
     10.000% due 6/15/12    371,313 

  Total Wireless Telecommunication Services    5,288,754 

  TOTAL CORPORATE BONDS & NOTES     
  (Cost — $152,721,532)    146,101,959 

CONVERTIBLE BONDS & NOTES — 8.0% 
   
Airlines — 0.2% 
   
2,000,000 
  Continental Airlines Inc., Notes, 4.500% due 2/1/07    1,725,000 

Biotechnology — 2.1% 
   
5,000,000 
  BioMarin Pharmaceuticals Inc., Subordinated Notes, 3.500% due 6/15/08  4,706,250 
3,000,000 
  Enzon Pharmaceuticals Inc., Subordinated Notes, 4.500% due 7/1/08 (a)  2,745,000 
4,250,000 
  InterMune Inc., Senior Notes, 0.250% due 3/1/11 (b)    3,277,813 
1,500,000 
  Isis Pharmaceuticals Inc., Subordinated Notes, 5.500% due 5/1/09    1,306,875 
4,000,000 
  NPS Pharmaceuticals Inc., Senior Notes, 3.000% due 6/15/08    3,465,000 

See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      21



Schedule of Investments (October 31, 2005) (continued)
Face 
     
Amount 
                Security#   
Value 

Biotechnology — 2.1% (continued) 
 
$     2,750,000 
  Oscient Pharmaceutical Corp., Senior Notes, 3.500% due 4/15/11  $ 
2,028,125 
900,000 
  Vertex Pharmaceuticals Inc., Senior Subordinated Notes,   
     5.750% due 2/15/11 (b)   
1,450,125 

  Total Biotechnology   
18,979,188 

Commercial Services & Supplies — 0.4% 
 
4,500,000 
  Allied Waste North America Inc., Senior Subordinated Debentures,   
     4.250% due 4/15/34   
3,920,625 

Communications Equipment — 1.2% 
 
9,000,000 
  Ciena Corp., Senior Notes, 3.750% due 2/1/08   
8,223,750 
2,000,000 
  Nortel Networks Corp., Senior Notes, 4.250% due 9/1/08   
1,877,500 
1,000,000 
  Terayon Communication Systems Inc., Subordinated Notes,   
     5.000% due 8/1/07   
965,000 

  Total Communications Equipment   
11,066,250 

Computers & Peripherals — 0.1% 
 
1,500,000 
  Silicon Graphics Inc., Senior Notes, 6.500% due 6/1/09   
1,183,125 

Independent Power Producers & Energy Traders — 0.1% 
 
2,500,000 
  Calpine Corp., Contingent Convertible Senior Notes, 4.750% due 11/15/23 (a) 
1,115,625 

Media — 0.7% 
 
  Charter Communications Inc., Senior Notes, Class A Shares:   
1,560,000 
     5.875% due 11/16/09   
1,146,600 
690,000 
     5.875% due 11/16/09 (b)   
507,150 
5,000,000 
  Mediacom Communications Corp., Senior Notes, 5.250% due 7/1/06   
4,925,000 

  Total Media   
6,578,750 

Oil, Gas & Consumable Fuels — 1.0% 
 
17,000,000 
  El Paso Corp., Debentures, zero coupon bond to yield 8.687% due 2/28/21 
9,265,000 

Pharmaceuticals — 0.2% 
 
2,000,000 
  Sepracor Inc., Subordinated Debentures, 5.000% due 2/15/07   
1,997,500 

Semiconductors & Semiconductor Equipment — 0.9% 
 
840,000 
  Amkor Technology Inc., Subordinated Notes, 5.000% due 3/15/07   
739,200 
8,500,000 
  Atmel Corp., Subordinated Notes, zero coupon bond to yield   
     5.762% due 5/23/21   
4,069,375 
3,500,000 
  Conexant Systems Inc., Subordinated Notes, 4.000% due 2/1/07 (a)   
3,377,500 

  Total Semiconductors & Semiconductor Equipment   
8,186,075 

Software — 0.8% 
 
3,545,000 
  i2 Technologies Inc., Subordinated Notes, 5.250% due 12/15/06   
3,505,119 
4,275,000 
  Manugistics Group Inc., Subordinated Notes, 5.000% due 11/1/07   
4,071,937 

  Total Software   
7,577,056 

Wireless Telecommunicattion Services — 0.3% 
 
4,500,000 
  Liberty Media Corp., Senior Debentures, 4.000% due 11/15/29 (a)‡   
2,677,500 

  TOTAL CONVERTIBLE BONDS & NOTES   
  (Cost — $79,078,000)   
74,271,694 


See Notes to Financial Statements.

22      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Face 
       
Amount 
                Security#    Value 

ASSET-BACKED SECURITIES — 5.9%     
Credit Card — 0.0% 
   
$     192,765    First Consumers Master Trust, Series 2001-A, Class A,     
       4.280% due 9/15/08 (c)  $  191,671 

Home Equity — 5.9% 
   
1,000,000    ACE Securities Corp., Series 2004-OP1, Class M3, 5.288% due 4/25/34 (c)  1,002,400 
    Aegis Asset-Backed Securities Trust:     
161,700       Series 2004-2N, Class N1, 4.500% due 4/25/34 (b)    161,387 
1,250,000       Series 2004-5, Class M2, 5.258% due 12/25/34 (c)    1,265,484 
376,357       Series 2004-5N, 5.000% due 12/25/34 (b)    372,911 
944,418       Series 2004-6N, 4.750% due 3/25/35 (b)    939,254 
    Ameriquest Mortgage Securities Inc.:     
1,000,000       Series 2003-12, Class M2, 5.738% due 11/25/33 (c)    1,026,146 
1,000,000       Series 2004-R08, Class M10, 6.538% due 9/25/34 (b)(c)    946,525 
1,000,000       Series 2004-R11, Class M5, 5.238% due 11/25/34 (c)    1,019,351 
1,000,000    Amortizing Residential Collateral Trust, Series 2004-1, Class M4,     
       5.088% due 10/25/34 (c)    1,019,841 
182,383    AQ Finance NIM Trust, Series 2004-RN5, Class A, 5.193% due 6/25/34 (b)  181,625 
    Argent NIM Trust:     
34,935       Series 2004-WN08, Class A, 4.700% due 7/25/34 (b)    34,899 
500,000       Series 2004-WN10, Class B, 7.385% due 11/25/34 (b)    506,162 
    Argent Securities Inc., Series 2004-W8:     
600,000       Class M10, 7.538% due 5/25/34 (c)    589,838 
2,000,000       Class M4, 5.338% due 5/25/34 (c)    2,018,007 
750,000    Asset-Backed Funding Certificates, Series 2004-FF1, Class M2,     
       5.488% due 1/25/34 (c)    760,945 
227,394   
Asset-Backed Funding Corp. NIM Trust, Series 2004-OPT4, Class N1, 
   
       4.450% due 5/26/34 (b)    226,148 
    Bear Stearns Asset-Backed Securities Inc.:     
2,000,000       Series 2004-HE5, Class M1, 4.608% due 7/25/34 (c)    2,001,166 
1,253,068       Series 2005-AC4, Class M2, 4.708% due 7/25/35 (c)    1,253,063 
   
Bear Stearns Asset-Backed Securities Inc. NIM Trust, Series 2004-HE5N: 
   
117,297       Class A1, 5.000% due 7/25/34 (b)    117,018 
79,000       Class A2, 5.000% due 7/25/34 (b)    78,584 
    Bear Stearns Asset-Backed Securities NIM Trust:     
60,841       Series 2004-FR1N, Class A1, 5.000% due 5/25/34 (b)    60,508 
115,852       Series 2004-HE6N, Class A1, 5.250% due 8/25/34 (b)    115,304 
    Countrywide Asset-Backed Certificates:     
750,000       Series 2003-03, Class M4, 5.438% due 3/25/33 (c)    755,326 
236,840       Series 2004-02N, Class N1, 5.000% due 2/25/35 (b)    235,563 
410,000       Series 2004-05, Class M4, 5.288% due 6/25/34 (c)    416,360 
230,245       Series 2004-05N, Class N1, 5.500% due 10/25/35 (b)    229,409 
2,000,000       Series 2004-BC4, Class M2, 4.888% due 10/25/34 (c)    2,007,612 
97,737   
Credit-Based Asset Servicing and Securitization, Series 2004-AN, Class A, 
   
       5.000% due 9/27/36 (b)    97,253 
814,991   
CS First Boston Mortgage Securities Corp., Series 2001-HE16, Class M2, 
   
       5.238% due 11/25/31 (c)    817,552 
230,088   
Finance America NIM Trust, Series 2004-01, Class A, 5.250% due 6/27/34 (b) 
229,780 

See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      23



Schedule of Investments (October 31, 2005) (continued)
Face         
Amount                  Security#    Value 

Home Equity — 5.9% (continued)     
$     750,000   
First Franklin Mortgage Loan Asset Backed Certificates, Series 2004-FF2, 
   
       Class M4, 4.938% due 3/25/34 (c)  $  757,356 
1,000,000   
First Franklin Mortgage Loan Trust NIM, Series 2004-FF10, Class N2, 
   
       6.000% due 11/26/34 (b)(e)    979,919 
256,405    First Franklin NIM Trust, Series 2004-FF7A, Class A,     
       5.000% due 9/27/34 (b)    255,170 
    Fremont Home Loan Trust:     
1,000,000       Series 2004-01, Class M5, 5.138% due 2/25/34 (c)    1,011,727 
2,000,000       Series 2004-B, Class M4, 5.208% due 5/25/34 (c)    2,003,316 
875,000       Series 2004-D, Class M5, 5.038% due 11/25/34 (c)    879,817 
3,640    Fremont NIM Trust, Series 2004-B, 4.703% due 5/25/34 (b)    3,636 
1,005,000   
GSAMP Trust, Series 2004-OPT, Class M3, 5.188% due 11/25/34 (c) 
  1,012,197 
836,455    Long Beach Asset Holdings Corp., Series 2004-06, Class N2,     
       7.500% due 11/25/34 (b)    776,649 
750,000    Long Beach Mortgage Loan Trust, Series 2004-06, Class M2,     
       5.188% due 11/25/34 (c)    752,996 
1,000,000   
MASTR Asset-Backed Securities Trust, Series 2004-OPT2, Class M4, 
   
       5.038% due 9/25/34 (c)    1,008,403 
    Merrill Lynch Mortgage Investors Inc.:     
94,020       Series 2004-WM2N, Class N1, 4.500% due 12/25/34 (b)    93,452 
236,671       Series 2005-WM1N, Class N1, 5.000% due 9/25/35 (b)    234,403 
    Morgan Stanley Asset Backed Securities Capital I:     
1,400,000       Series 2004-HE4, Class M2, 5.338% due 5/25/34 (c)    1,400,814 
500,000       Series 2004-HE9, Class M6, 5.288% due 11/25/34 (c)    505,716 
1,000,000       Series 2004-NC8, Class M4, 5.038% due 9/25/34 (c)    1,011,981 
1,000,000       Series 2004-OP1, Class M5, 5.088% due 11/25/34 (c)    1,013,378 
    New Century Home Equity Loan Trust:     
1,250,000       Series 2001-NC1, Class M2, 5.100% due 6/20/31 (c)    1,251,395 
1,500,000       Series 2003-04, Class M2, 5.858% due 10/25/33 (c)    1,533,809 
    Novastar Home Equity Loan:     
2,000,000       Series 2003-04, Class M2, 5.663% due 2/25/34 (c)    2,038,294 
1,000,000       Series 2004-01, Class M4, 5.013% due 6/25/34 (c)    1,004,655 
1,250,000       Series 2004-02, Class M5, 5.538% due 9/25/34 (c)    1,266,030 
1,000,000       Series 2004-4, Class M4, 5.138% due 3/25/35 (c)    1,001,251 
750,000       Series 2005-02, Class M10, 7.038% due 10/25/35 (c)    682,500 
88,070    Novastar NIM Trust, Series 2004-N2, 4.458% due 6/26/34 (b)    87,815 
    Option One Mortgage Loan Trust:     
422,349       Series 2002-02, Class M2, 5.188% due 6/25/32 (c)    423,062 
1,000,000       Series 2002-4, Class M2, 5.168% due 7/25/32 (c)    1,004,801 
1,500,000       Series 2004-02, Class M2, 5.088% due 5/25/34 (c)    1,500,875 
    Park Place Securities NIM Trust:     
500,000       Series 2004-WWF1, Class B, 6.290% due 1/25/35 (b)    497,813 
616,675       Series 2005-WHQ2, Class A, 5.192% due 5/25/35 (b)    614,825 
1,000,000    Renaissance Home Equity Loan Trust, Series 2003-4, Class M3,     
       5.938% due 3/25/34 (c)    1,012,774 
1,000,000    Residential Asset Securities Corp., Series 2004-KS10, Class M2,     
       5.188% due 11/25/34 (c)    1,013,533 

See Notes to Financial Statements.

24      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Face 
       
Amount 
                Security#    Value 

Home Equity — 5.9% (continued) 
   
  Sail NIM Notes:     
$     150,206 
     Series 2003-BC2A, Class A, 7.750% due 4/27/33 (b)  $  139,517 
264,512 
     Series 2004-002A, Class A, 5.500% due 3/27/34 (b)    264,485 
306,049 
     Series 2004-004A, Class A, 5.000% due 4/27/34 (b)    305,768 
185,166 
     Series 2004-005A, Class A, 4.500% due 6/27/34 (b)    185,166 
243,063 
     Series 2004-008A, Class A, 5.000% due 9/27/34 (b)    241,805 
183,271 
     Series 2004-011A, Class A2, 4.750% due 1/27/35 (b)    182,276 
292,389 
     Series 2004-11A, Class B, 7.500% due 1/27/35 (b)    285,986 
398,357 
     Series 2004-AA, Class B, 7.500% due 10/27/34 (b)    318,685 
     Series 2004-BN2A:     
391,821 
         Class A, 5.000% due 12/27/34 (b)    390,903 
383,598 
         Class B, 7.000% due 12/27/34 (b)    296,061 
     Series 2005-1A:     
100,137 
         Class A, 4.250% due 2/27/35 (b)    99,529 
326,556 
         Class B, 7.500% due 2/27/35 (b)    319,960 
  Sharp SP I LLC, NIM Trust:     
266,032 
     Series 2004-HS1N, 5.920% due 2/25/34 (b)    262,743 
190,908 
     Series 2004-OP1N, 5.190% due 4/25/34 (b)    190,693 
280,590 
     Series 2005-HE1N, 5.190% due 2/25/35 (b)    279,528 
1,500,000 
 
Structured Asset Investment Loan Trust, Series 2003-BC10, Class M2, 
   
     5.888% due 10/25/33 (c)    1,514,856 

  Total Home Equity    54,397,744 

  TOTAL ASSET-BACKED SECURITIES     
  (Cost — $54,502,671)    54,589,415 

MORTGAGE-BACKED SECURITIES — 2.1% 
   
FHLMC — 1.7% 
   
  Federal Home Loan Mortgage Corp. (FHLMC), Gold:     
482,106 
     8.500% due 9/1/25    524,806 
14,672,470 
     6.000% due 9/1/32-2/1/34    14,831,016 

  Total FHLMC    15,355,822 

FNMA — 0.4% 
   
  Federal National Mortgage Association (FNMA):     
2,058,141 
     8.000% due 12/1/12    2,154,402 
1,924,820 
     5.500% due 4/1/35    1,900,042 

  Total FNMA    4,054,444 

  TOTAL MORTGAGE-BACKED SECURITIES     
  (Cost — $19,643,686)    19,410,266 

COLLATERALIZED MORTGAGE OBLIGATIONS — 1.0% 
   
  Commercial Mortgage Pass-Through Certificates:     
2,000,000 
     Series 2002-FL6, Class E, 4.970% due 6/14/14 (b)(c)    2,005,725 
186,860 
     Series 2003-FL9, Class E, 4.970% due 11/15/15 (b)(c)    187,770 
  Federal Home Loan Mortgage Corp. (FHLMC):     
245,102 
     Series 2764, Class DT, 6.000% due 3/15/34 (c)    240,428 
736,488 
     Series 2780, Class SL PAC, 6.000% due 4/15/34 (c)    725,727 
446,836 
 
Homestar NIM Trust, Series 2004-6, Class A1, 5.500% due 1/25/35 (b) 
  447,325 

See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      25



Schedule of Investments (October 31, 2005) (continued)
Face
     
Amount†
  Security#   
Value 

COLLATERALIZED MORTGAGE OBLIGATIONS — 1.0% (continued)   
$     1,299,657   Impac CMB Trust, Series 2004-04, Class 2M2, 5.538% due 9/25/34 (c)  $ 
1,302,708 
915,785   Merit Securities Corp., Series 11PA, Class B2, 5.570% due 9/28/32 (b)(c)   
893,606 
  MLCC Mortgage Investors Inc.:   
750,000      Series 2004-A, Class B2, 4.958% due 4/25/29 (c)   
749,415 
1,000,000      Series 2004-B, Class B2, 4.918% due 5/25/29 (c)   
1,005,845 
1,924,950   Saco I Trust, Series 2005-2, Class A, 4.238% due 4/25/35 (b)(c)   
1,924,950 

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
                (Cost — $9,458,580)   
9,483,499 

SOVEREIGN BONDS — 14.3%   
Argentina — 0.5%
 
  Republic of Argentina:   
437,000   EUR     10.250% due 1/26/07   
178,222 
1,553,125      4.005% due 8/3/12 (c)   
1,379,812 
5,951,899   ARS     Discount Bonds, 5.830% due 12/31/33   
2,355,614 
800,000      Par bonds, 1.330% due 12/31/38 (c)   
298,600 

  Total Argentina   
4,212,248 

Brazil — 3.3%
 
  Federative Republic of Brazil:   
2,200,000      11.000% due 8/17/40   
2,647,150 
18,330,000      Collective Action Security, 8.000% due 1/15/18   
18,953,220 
8,889,870      DCB, Series L, 5.250% due 4/15/12   
8,684,292 

  Total Brazil   
30,284,662 

Bulgaria — 0.2%
 
1,715,000   Republic of Bulgaria, 8.250% due 1/15/15 (b)   
2,058,000 

Chile — 0.2%
 
2,000,000   Republic of Chile, 5.500% due 1/15/13   
2,050,971 

China — 0.1%
 
705,000   People’s Republic of China, 4.750% due 10/29/13   
686,639 

Colombia — 0.7%
 
  Republic of Colombia:   
1,640,000      11.750% due 2/25/20   
2,214,000 
4,300,000      8.125% due 5/21/24   
4,465,550 
145,000      10.375% due 1/28/33   
181,975 

  Total Colombia   
6,861,525 

Ecuador — 0.2%
 
  Republic of Ecuador:   
190,000      12.000% due 11/15/12 (b)   
190,950 
1,835,000      Step bond to yield 12.573% due 8/15/30 (b)   
1,651,500 

  Total Ecuador   
1,842,450 

El Salvador — 0.1%
 
1,175,000   Republic of El Salvador, 7.750% due 1/24/23 (b)   
1,277,813 


See Notes to Financial Statements.

26      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Face 
     
Amount 
               
Security# 
 
Value 

Malaysia — 0.2% 
 
  Federation of Malaysia:   
350,000 
     8.750% due 6/1/09  $ 
393,223 
1,625,000 
     7.500% due 7/15/11   
1,821,621 

  Total Malaysia   
2,214,844 

Mexico — 2.9% 
 
  United Mexican States:   
1,170,000 
     11.375% due 9/15/16   
1,696,500 
7,770,000 
     8.125% due 12/30/19   
9,318,172 
     Medium-Term Notes, Series A:   
1,000,000 
         6.375% due 1/16/13   
1,051,250 
425,000 
         5.875% due 1/15/14   
433,500 
8,325,000 
         6.625% due 3/3/15   
8,901,506 
3,425,000 
         8.000% due 9/24/22   
4,092,875 
265,000 
         7.500% due 4/8/33   
302,763 
600,000 
         8.300% due 8/15/31   
739,500 
475,000 
     Series XW, 10.375% due 2/17/09   
551,000 

  Total Mexico   
27,087,066 

Panama — 0.6% 
 
  Republic of Panama:   
700,000 
     7.250% due 3/15/15   
738,150 
1,915,000 
     9.375% due 1/16/23   
2,336,300 
1,625,000 
     8.875% due 9/30/27   
1,901,250 
200,000 
     9.375% due 4/1/29   
245,500 

  Total Panama   
5,221,200 

Peru — 0.7% 
 
  Republic of Peru:   
380,000 
     9.125% due 2/21/12   
439,945 
1,900,000 
     9.875% due 2/6/15   
2,353,625 
705,000 
     7.350% due 7/21/25   
715,575 
260,000 
     8.750% due 11/21/33   
300,300 
2,989,000 
     FLIRB, 5.000% due 3/7/17 (c)   
2,828,341 

  Total Peru   
6,637,786 

Philippines — 0.7% 
 
  Republic of the Philippines:   
2,625,000 
     9.000% due 2/15/13   
2,795,625 
375,000 
     8.250% due 1/15/14   
385,547 
2,175,000 
     10.625% due 3/16/25   
2,516,203 
625,000 
     Senior Notes, 9.500% due 2/2/30   
660,937 

  Total Philippines   
6,358,312 

Poland — 0.2% 
 
1,495,000 
 
Republic of Poland, Notes, 5.250% due 1/15/14 
 
1,515,706 


See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      27



Schedule of Investments (October 31, 2005) (continued)
Face 
       
Amount 
                Security#    Value 

Russia — 1.4% 
   
  Russian Federation:     
1,665,000 
     11.000% due 7/24/18 (b)  $  2,430,900 
9,615,000 
     Step bond to yield 5.000% due 3/31/30 (b)    10,687,673 

  Total Russia    13,118,573 

South Africa — 0.2% 
   
  Republic of South Africa:     
250,000 
     9.125% due 5/19/09    281,250 
1,825,000 
     6.500% due 6/2/14    1,957,313 

  Total South Africa    2,238,563 

Supranational — 0.0% 
   
300,000 
 
Corporacion Andina de Fomento, Notes, 4.556% due 1/26/07 (c) 
  300,225 

Turkey — 1.0% 
   
  Republic of Turkey:     
200,000 
     11.750% due 6/15/10    246,000 
725,000 
     11.500% due 1/23/12    917,125 
4,150,000 
     11.000% due 1/14/13    5,229,000 
900,000 
     7.250% due 3/15/15    936,000 
1,250,000 
     7.000% due 6/5/20    1,225,000 
800,000 
     11.875% due 1/15/30    1,163,000 

  Total Turkey    9,716,125 

Ukraine — 0.2% 
   
1,400,000 
  Republic of Ukraine, 7.650% due 6/11/13 (b)    1,506,750 

Uruguay — 0.1% 
   
  Republic of Uruguay, Benchmark Bonds:     
575,000 
     7.250% due 2/15/11    586,500 
750,000 
     7.500% due 3/15/15    738,750 

  Total Uruguay    1,325,250 

Venezuela — 0.8% 
   
  Bolivarian Republic of Venezuela:     
2,750,000 
     5.375% due 8/7/10    2,662,000 
1,050,000 
     8.500% due 10/8/14    1,145,550 
1,200,000 
     7.650% due 4/21/25    1,196,400 
1,900,000 
     Collective Action Security, 10.750% due 9/19/13    2,318,000 

  Total Venezuela    7,321,950 

  TOTAL SOVEREIGN BONDS     
  (Cost — $129,249,319)    133,836,658 

LOAN PARTICIPATION (c)(e) — 0.1% 
   
United States — 0.1% 
   
1,000,000 
  UPC Broadband Inc. Term Loan, Tranche H2,     
     6.554% due 3/15/12 (Bank of America) (Cost — $1,000,000)    1,009,739 


See Notes to Financial Statements.

28      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Shares 
               
Security# 
 
Value 

COMMON STOCKS — 40.6% 
 
CONSUMER DISCRETIONARY — 4.3% 
 
Hotels, Restaurants & Leisure — 0.4% 
 
13,000 
  Ctrip.com International Ltd., ADR (a)  $ 
747,890 
72,800 
  McDonald’s Corp.   
2,300,480 
25,000 
  Outback Steakhouse Inc.   
941,500 

  Total Hotels, Restaurants & Leisure   
3,989,870 

Household Durables — 0.3% 
 
117,400 
  Newell Rubbermaid Inc. (a)   
2,699,026 

Media — 2.9% 
 
88,100 
  Cablevision Systems Corp., New York Group, Class A Shares*   
2,184,880 
425,000 
  Charter Communications Inc., Class A Shares (a)*   
510,000 
22,800 
  Comcast Corp., Class A Shares*   
634,524 
178,800 
  EchoStar Communications Corp., Class A Shares*   
4,804,356 
206,500 
  Interpublic Group of Cos. Inc. (a)*   
2,133,145 
52,875 
  Liberty Global Inc., Class A Shares*   
1,309,714 
52,875 
  Liberty Global Inc., Series C Shares*   
1,254,195 
172,400 
  Liberty Media Corp., Class A Shares*   
1,374,028 
196,100 
  News Corp., Class B Shares   
2,953,266 
8,400 
  NTL Inc. (a)*   
515,088 
100,000 
  Regal Entertainment Group, Class A Shares (a)   
1,843,000 
345,800 
  SES Global SA, FDR   
5,468,862 
140,500 
  Time Warner Inc.   
2,505,115 

  Total Media   
27,490,173 

Multiline Retail — 0.3% 
 
56,100 
  J.C. Penney Co. Inc.   
2,872,320 

Specialty Retail — 0.4% 
 
35,000 
  Best Buy Co. Inc.   
1,549,100 
40,000 
  Sherwin-Williams Co.   
1,702,000 

  Total Specialty Retail   
3,251,100 

  TOTAL CONSUMER DISCRETIONARY   
40,302,489 

CONSUMER STAPLES — 2.1% 
 
Beverages — 0.1% 
 
25,000 
  PepsiCo Inc.   
1,477,000 

Food & Staples Retailing — 0.7% 
 
20,000 
  CVS Corp.   
488,200 
162,600 
  Kroger Co.*   
3,235,740 
53,000 
  Wal-Mart Stores Inc.   
2,507,430 

  Total Food & Staples Retailing   
6,231,370 

Food Products — 0.5% 
 
25,200 
  Hormel Foods Corp.   
801,360 
29,300 
  Kellogg Co.   
1,294,181 
50,000 
  McCormick & Co. Inc., Non Voting Shares   
1,514,500 
75,000 
  Sara Lee Corp.   
1,338,750 

  Total Food Products   
4,948,791 


See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      29



Schedule of Investments (October 31, 2005) (continued)
Shares 
               
Security# 
 
Value 

Household Products — 0.3% 
 
46,300 
  Kimberly-Clark Corp.  $ 
2,631,692 

Tobacco — 0.5% 
     
63,000 
  Altria Group Inc.   
4,728,150 

  TOTAL CONSUMER STAPLES   
20,017,003 

ENERGY — 6.2% 
 
Energy Equipment & Services — 2.3% 
 
137,700 
  ENSCO International Inc.   
6,277,743 
74,200 
  GlobalSantaFe Corp.   
3,305,610 
71,500 
  Halliburton Co.   
4,225,650 
32,200 
  Nabors Industries Ltd.*   
2,209,886 
29,900 
  National-Oilwell Varco Inc.*   
1,867,853 
105,000 
  Pride International Inc.*   
2,947,350 

  Total Energy Equipment & Services   
20,834,092 

Oil, Gas & Consumable Fuels — 3.9% 
 
82,500 
  Arlington Tankers Ltd. (a)   
1,837,275 
58,100 
  CNX Gas Corp. (b)*   
1,205,575 
87,200 
  Marathon Oil Corp.   
5,245,952 
196,414 
  Nexen Inc.   
8,119,755 
127,000 
  OPTI Canada Inc.*   
3,947,188 
17,600 
  Suncor Energy Inc.   
943,888 
87,480 
  Total SA, Sponsored ADR (a)   
11,024,230 
190,400 
  Williams Cos. Inc.   
4,245,920 

  Total Oil, Gas & Consumable Fuels   
36,569,783 

  TOTAL ENERGY   
57,403,875 

FINANCIALS — 12.0% 
 
Capital Markets — 0.5% 
 
6,600 
  Goldman Sachs Group Inc.   
834,042 
8,000 
  Lehman Brothers Holdings Inc.   
957,360 
35,600 
  Merrill Lynch & Co. Inc.   
2,304,744 

  Total Capital Markets   
4,096,146 

Commercial Banks — 1.1% 
 
82,952 
  Bank of America Corp.   
3,628,320 
24,700 
  Comerica Inc.   
1,427,166 
16,500 
  Wachovia Corp.   
833,580 
58,500 
  Wells Fargo & Co.   
3,521,700 
13,000 
  Zions Bancorporation   
955,110 

  Total Commercial Banks   
10,365,876 

Consumer Finance — 1.0% 
 
42,200 
  American Express Co.   
2,100,294 
95,032 
  Capital One Financial Corp.   
7,255,693 

  Total Consumer Finance   
9,355,987 

Diversified Financial Services — 0.2% 
 
49,940 
  JPMorgan Chase & Co.   
1,828,803 


See Notes to Financial Statements.

30      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Shares 
               
Security# 
 
Value 

Insurance — 0.8% 
 
35,200 
  AFLAC Inc.  $ 
1,681,856 
24,300 
  American International Group Inc.   
1,574,640 
8 
  Berkshire Hathaway Inc., Class A Shares*   
687,200 
30,800 
  Chubb Corp.   
2,863,476 
8,000 
  Hartford Financial Services Group Inc.   
638,000 

  Total Insurance   
7,445,172 

Real Estate — 7.7% 
 
19,300 
  Alexandria Real Estate Equities Inc.   
1,560,405 
65,200 
  AMB Property Corp.   
2,880,536 
155,000 
  American Financial Realty Trust   
1,908,050 
7,400 
  Apartment Investment and Management Co., Class A Shares   
284,160 
62,100 
  Archstone-Smith Trust   
2,519,397 
60,000 
  Arden Realty Inc.   
2,708,400 
25,000 
  Ashford Hospitality Trust Inc.   
262,500 
31,900 
  Avalonbay Communities Inc.   
2,751,375 
46,500 
  BioMed Realty Trust Inc.   
1,162,965 
17,200 
  Boston Properties Inc.   
1,190,584 
12,400 
  BRE Properties Inc., Class A Shares   
546,964 
66,800 
  CarrAmerica Realty Corp.   
2,199,724 
12,000 
  Developers Diversified Realty Corp.   
524,160 
20,900 
  Duke Realty Corp.   
712,690 
218,000 
  Equity Office Properties Trust   
6,714,400 
50,200 
  Equity Residential   
1,970,350 
29,800 
  Federal Realty Investment Trust   
1,807,370 
60,700 
  General Growth Properties Inc.   
2,578,536 
46,000 
  Global Signal Inc.   
1,906,700 
47,500 
  Gramercy Capital Corp.   
1,120,525 
57,900 
  Heritage Property Investment Trust (a)   
1,887,540 
27,000 
  Highwoods Properties Inc.   
761,670 
90,000 
  iStar Financial Inc.   
3,318,300 
24,800 
  Kimco Realty Corp.   
734,576 
70,000 
  Liberty Property Trust   
2,918,300 
7,400 
  Macerich Co.   
475,598 
100,000 
  Maguire Properties Inc.   
3,000,000 
105,000 
  New Plan Excel Realty Trust Inc. (a)   
2,413,950 
7,200 
  Pan Pacific Retail Properties Inc.   
457,200 
60,000 
  Prentiss Properties Trust   
2,367,600 
106,300 
  ProLogis   
4,570,900 
39,200 
  PS Business Parks Inc.   
1,824,368 
16,400 
  Public Storage Inc.   
1,085,680 
26,393 
  Reckson Associates Realty Corp.   
926,394 
34,500 
  Simon Property Group Inc.   
2,470,890 
41,300 
  SL Green Realty Corp.   
2,809,639 
25,000 
  United Dominion Realty Trust Inc.   
553,250 
26,900 
  Vornado Realty Trust   
2,178,900 

  Total Real Estate   
72,064,546 


See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      31



Schedule of Investments (October 31, 2005) (continued)
Shares 
               
Security# 
  Value 

Thrifts & Mortgage Finance — 0.7%     
54,950    Freddie Mac  $  3,371,183 
60,000    Golden West Financial Corp.    3,523,800 

    Total Thrifts & Mortgage Finance    6,894,983 

    TOTAL FINANCIALS    112,051,513 

HEALTH CARE — 4.5%     
Biotechnology — 0.8% 
   
74,400    Abgenix Inc. (a)*    773,760 
39,500    Amgen Inc.*    2,992,520 
28,400    CV Therapeutics Inc. (a)*    711,704 
8,700    Genentech Inc.*    788,220 
34,400    InterMune Inc. (a)*    467,840 
9,800    Invitrogen Corp.*    623,182 
34,600    Protein Design Labs Inc.*    969,492 

    Total Biotechnology    7,326,718 

Health Care Equipment & Supplies — 0.3%     
63,800    Boston Scientific Corp.*    1,602,656 
37,400    DJ Orthopedics Inc. (a)*    1,087,592 

    Total Health Care Equipment & Supplies    2,690,248 

Health Care Providers & Services — 1.4%     
18,600    Aetna Inc.    1,647,216 
32,700    Coventry Health Care Inc.*    1,765,473 
33,000    DaVita Inc.*    1,622,940 
15,700    PacifiCare Health Systems Inc.*    1,293,052 
29,800    UnitedHealth Group Inc.    1,725,122 
64,500    WellPoint Inc.*    4,816,860 

    Total Health Care Providers & Services    12,870,663 

Pharmaceuticals — 2.0%     
61,500    Abbott Laboratories    2,647,575 
49,200    GlaxoSmithKline PLC, Sponsored ADR    2,557,908 
51,100    Novartis AG, Sponsored ADR    2,750,202 
93,400    Pfizer Inc.    2,030,516 
23,900    Sanofi-Aventis    1,915,333 
23,100    Sanofi-Aventis, ADR    926,772 
53,000    Schering-Plough Corp.    1,078,020 
66,800    Sepracor Inc.*    3,757,500 
22,800    Teva Pharmaceutical Industries Ltd., Sponsored ADR (a)    869,136 
15,300    Wyeth    681,768 

    Total Pharmaceuticals    19,214,730 

    TOTAL HEALTH CARE    42,102,359 

INDUSTRIALS — 3.0%     
Aerospace & Defense — 1.0%     
98,400    Boeing Co.    6,360,576 
90,000    Raytheon Co.    3,325,500 

    Total Aerospace & Defense    9,686,076 


See Notes to Financial Statements.

32      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Shares 
               
Security# 
 
Value 

Building Products — 0.2% 
 
52,800 
  American Standard Cos. Inc.  $ 
2,008,512 

Commercial Services & Supplies — 0.2% 
 
35,700 
  Avery Dennison Corp.   
2,022,405 

Construction & Engineering — 0.3% 
 
100,500 
  Chicago Bridge & Iron Co. NV, New York Shares (a)   
2,241,150 

Industrial Conglomerates — 1.2% 
 
259,800 
  General Electric Co.   
8,809,818 
30,100 
  Textron Inc.   
2,168,404 

  Total Industrial Conglomerates   
10,978,222 

Machinery — 0.1% 
 
21,300 
  Navistar International Corp.*   
586,176 

Trading Companies & Distributors — 0.0% 
 
9,600 
  MSC Industrial Direct Co. Inc., Class A Shares   
366,528 

  TOTAL INDUSTRIALS   
27,889,069 

INFORMATION TECHNOLOGY — 2.8% 
 
Communications Equipment — 1.0% 
 
154,375 
  ADC Telecommunications Inc. (a)*   
2,693,844 
42,451 
  Comverse Technology Inc.*   
1,065,520 
159,000 
  Nokia Oyj, Sponsored ADR   
2,674,380 
755,700 
  Nortel Networks Corp.*   
2,456,025 

  Total Communications Equipment   
8,889,769 

Computers & Peripherals — 0.1% 
 
40,000 
  EMC Corp.*   
558,400 

Internet Software & Services — 0.4% 
 
133,900 
  Digitas Inc.*   
1,446,120 
8,500 
  Netease.com Inc. ADR*   
648,295 
81,900 
  SINA Corp.*   
2,076,165 

  Total Internet Software & Services   
4,170,580 

IT Services — 0.1% 
 
50,000 
  Wright Express Corp.*   
1,079,000 

Semiconductors & Semiconductor Equipment — 0.5% 
 
80,000 
  Applied Materials Inc.   
1,310,400 
20,000 
  ASML Holding NV, NY Registered Shares*   
339,600 
74,300 
  Maxim Integrated Products Inc.   
2,576,724 

  Total Semiconductors & Semiconductor Equipment   
4,226,724 

Software — 0.7% 
 
42,500 
  Cognos Inc.*   
1,595,025 
14,000 
  Macromedia Inc.*   
614,880 
175,400 
  Microsoft Corp.   
4,507,780 

  Total Software   
6,717,685 

  TOTAL INFORMATION TECHNOLOGY   
25,642,158 


See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      33



Schedule of Investments (October 31, 2005) (continued)
Shares 
               
Security# 
  Value 

MATERIALS — 1.3% 
   
Chemicals — 0.7% 
   
61,700 
  Air Products & Chemicals Inc.  $  3,531,708 
62,000 
  E.I. du Pont de Nemours & Co.    2,584,780 

  Total Chemicals    6,116,488 

Containers & Packaging — 0.1% 
   
20,000 
  Sealed Air Corp.*    1,006,200 

Metals & Mining — 0.5% 
   
153,400 
  Barrick Gold Corp.    3,873,350 
56,200 
  Compass Minerals International Inc. (a)    1,258,318 

  Total Metals & Mining    5,131,668 

  TOTAL MATERIALS    12,254,356 

TELECOMMUNICATION SERVICES — 2.6% 
   
Diversified Telecommunication Services — 0.7% 
   
276,800 
  Citizens Communications Co.    3,388,032 
80,000 
  IDT Corp., Class B Shares*    955,200 
107,600 
  Telewest Global Inc.*    2,454,356 

  Total Diversified Telecommunication Services    6,797,588 

Wireless Telecommunication Services — 1.9% 
   
60,800 
  ALLTEL Corp.    3,761,088 
216,197 
  American Tower Corp., Class A Shares*    5,156,299 
174,300 
  Dobson Communications Corp., Class A Shares*    1,270,647 
313,968 
  Sprint Nextel Corp.    7,318,594 

  Total Wireless Telecommunication Services    17,506,628 

  TOTAL TELECOMMUNICATION SERVICES    24,304,216 

UTILITIES — 1.8% 
   
Electric Utilities — 0.3% 
   
100,000 
  ITC Holdings Corp.    2,750,000 

Independent Power Producers & Energy Traders — 0.9% 
   
133,000 
  AES Corp.*    2,113,370 
73,800 
  NRG Energy Inc. (a)*    3,174,138 
33,600 
  TXU Corp.    3,385,200 

  Total Independent Power Producers & Energy Traders    8,672,708 

Multi-Utilities — 0.6% 
   
123,300 
  Sempra Energy    5,462,190 

  TOTAL UTILITIES    16,884,898 

  TOTAL COMMON STOCKS     
  (Cost — $337,078,574)    378,851,936 

PREFERRED STOCK — 0.0% 
   
CONSUMER DISCRETIONARY — 0.0% 
   
Auto Components — 0.0% 
   
14,000 
  Delphi Trust I, 8.250% (a) (Cost — $368,200)    103,600 


See Notes to Financial Statements.

34      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Schedule of Investments (October 31, 2005) (continued)
Shares 
                Security#   
Value 

CONVERTIBLE PREFERRED STOCKS — 1.9% 
 
ENERGY — 0.2% 
 
Energy Equipment & Services — 0.2% 
 
38,000 
  Hanover Compressor Capital Trust, 7.250% (a)  $ 
1,814,500 

FINANCIALS — 1.5% 
 
Real Estate — 1.1% 
     
167,000 
  Host Marriott Finance Trust, 6.750%   
9,164,125 
26,000 
  Simon Property Group Inc., 6.000%   
1,612,000 

     
10,776,125 

Thrifts & Mortgage Finance — 0.4% 
 
77,000 
  Sovereign Capital Trust IV, 4.375%   
3,455,375 

  TOTAL FINANCIALS   
14,231,500 

TELECOMMUNICATION SERVICES — 0.2% 
 
Wireless Telecommunication Services — 0.2% 
 
12,514 
  Dobson Communications Corp., 6.000%   
2,108,609 

  TOTAL CONVERTIBLE PREFERRED STOCKS   
  (Cost — $17,521,622)   
18,154,609 

Contracts 
     

PURCHASED OPTION — 0.3% 
 
2,300 
  S&P 500 Index, Put @ 1,175, Expires 12/05   
  (Cost — $3,019,900)   
2,530,000 

  TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS   
  (Cost — $803,642,084)   
838,343,375 

Face 
     
Amount 
     

SHORT-TERM INVESTMENTS — 10.1% 
 
Repurchase Agreements — 0.9% 
 
$      3,523,000 
  Interest in $572,678,000 joint tri-party repurchase agreement   
 
   dated 10/31/05 with Deutche Bank Securities Inc., 4.000%
   
 
   due 11/1/05; Proceeds at maturity — $3,523,391; (Fully
   
 
   collateralized by various U.S. Government Agency Obligations
   
     0.000% to 7.125% due 11/28/05 to 1/15/30;   
     Market value — $3,593,480)   
3,523,000 
5,000,000 
  Interest in $689,187,000 joint tri-party repurchase agreement   
     dated 10/31/05 with Merrill Lynch, Pierce, Fenner & Smith Inc.,   
 
   4.000% due 11/1/05; Proceeds at maturity — $5,000,556;
   
 
   (Fully collateralized by U.S. Treasury obligations, 0.000% to
   
 
   3.750% due 11/3/05 to 5/15/08; Market value — $5,100,011) 
 
5,000,000 

  Total Repurchase Agreements (Cost — $8,523,000)   
8,523,000 

Shares 
     

Securities Purchased from Securities Lending Collateral — 9.2% 
 
85,925,599 
  State Street Navigator Securities Lending Trust Prime Portfolio   
  (Cost — $85,925,599)   
85,925,599 


See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      35


 


Schedule of Investments (October 31, 2005) (continued)
    Value 

  TOTAL SHORT-TERM INVESTMENTS   
  (Cost — $94,448,599)  $ 94,448,599 

  TOTAL INVESTMENTS — 100.0%   
  (Cost — $898,090,683**)  $ 932,791,974 

# All securities (except those on loan) are segregated as collateral pursuant to revolving credit facility.
   
* Non-income producing security.
   
Face amount denominated in U.S. dollars, unless otherwise indicated.
   
Security is exchangeable for Sprint Nexel Corp. Common Stock.
   
(a)      All or a portion of this security is on loan (See Notes 1 and 3).
 
(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted.
 
(c) Variable rate security. Coupon rates disclosed are those which are in effect at October 31, 2005.
 
(d) Security is currently in default.
 
(e) Participation interest was acquired through the financial institution indicated parenthetically.
 
** Aggregate cost for federal income tax purposes is $899,839,147.
   
  Abbreviations used in this schedule:
ADR — American Depositary Receipt
ARS — Argentine Peso
DCB — Debt Conversion Bond
EUR — Euro Currency
FDR — Foreign Depositary Receipt
FLIRB — Front-Loaded Interest Reduction Bonds
MASTR — Mortgage Asset Securitization Transactions Inc.
NIM — Net Interest Margin
PAC — Planned Amortization Cost

 

 

See Notes to Financial Statements.

36      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Statement of Assets and Liabilities (October 31, 2005)
ASSETS:       
   Investments, at value (Cost — $898,090,683)    $  932,791,974  
   Foreign currency, at value (Cost — $838)      835  
   Cash      146  
   Receivable for swap contracts      1,940  
   Receivable for securities sold      8,643,459  
   Dividends and interest receivable      6,504,109  
   Prepaid expenses      12,454  

   Total Assets      947,954,917  

LIABILITIES:       
   Loan payable (Notes 1 and 4)      220,000,000  
   Payable for loaned securities collateral (Notes 1 and 3)      85,925,599  
   Payable for securities purchased      2,134,173  
   Interest payable (Note 4)      720,266  
   Management fee payable      623,208  
   Payable for offering costs      442,559  
   Payable for Fund shares repurchased      223,668  
   Payable for swap contracts      5,424  
   Directors’ fees payable      145  
   Accrued expenses      225,556  

   Total Liabilities      310,300,598  

Total Net Assets    $  637,654,319  

NET ASSETS:       
   Par value ($0.001 par value; 32,382,706 shares issued and outstanding;       
       100,000,000 shares authorized)    $  32,383  
   Paid-in capital in excess of par value      603,674,127  
   Accumulated net realized loss on investments, swap contracts and foreign currency transactions      (751,862 ) 
   Net unrealized appreciation on investments and foreign currency transactions      34,699,671  

Total Net Assets    $  637,654,319  

Shares Outstanding      32,382,706  

Net Asset Value      $19.69  


See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      37



Statement of Operations (For the year ended October 31, 2005)
INVESTMENT INCOME:     
   Interest    $ 28,798,058  
   Dividends    9,524,758  
   Income from securities lending    199,025  
   Less: Foreign taxes withheld    (118,810 ) 

   Total Investment Income    38,403,031  

EXPENSES:     
   Interest expense (Notes 3 and 4)    7,777,427  
   Management fee (Note 2)    7,311,175  
   Shareholder reports    180,981  
   Custody fees    161,087  
   Directors’ fees    61,365  
   Audit and tax    60,746  
   Legal fees    45,565  
   Transfer agent fees    25,159  
   Loan fees    21,266  
   Stock exchange listing fees    20,830  
   Insurance    7,499  
   Miscellaneous expenses    4,650  

   Total Expenses    15,677,750  

Net Investment Income    22,725,281  

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, SWAP CONTRACTS 
   
AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3):     
   Net Realized Gain (Loss) From:     
       Investments    28,057,054  
       Swap contracts    3,608  
       Foreign currency transactions    (100,286 ) 
       Option contracts    (17,321,069 ) 

   Net Realized Gain    10,639,307  

   Change in Net Unrealized Appreciation/Depreciation From:     
       Investments    32,522,448  
       Foreign currency transactions    (2,007 ) 
       Option contracts    7,151,350  

   Change in Net Unrealized Appreciation/Depreciation    39,671,791  

   Increase from payment by affiliate    21,460  

Net Gain on Investments, Swap Contracts and Foreign Currency Transactions    50,332,558  

Increase in Net Assets From Operations    $ 73,057,839  


See Notes to Financial Statements.

38      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Statements of Changes in Net Assets
(For the year ended October 31, 2005 and the period ended October 31, 2004(1))
   
2005
 
2004(1) 

OPERATIONS:         
     Net investment income    $ 22,725,281     $ 12,181,904  
     Net realized gain (loss)    10,639,307     (1,394,587 ) 
     Change in net unrealized appreciation/depreciation    39,671,791     (4,972,120 ) 
     Increase from payment by Affiliate    21,460      

     Increase in Net Assets From Operations    73,057,839     5,815,197  

DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1):         
     Net investment income    (32,052,389 )    (13,404,047 ) 
     Net realized gains    (7,365,538 )     
     Return of capital        (6,373,531 ) 

     Decrease in Net Assets From Distributions to Shareholders    (39,417,927 )    (19,777,578 ) 

FUND SHARE TRANSACTIONS:         
     Net proceeds from sale of shares (32,950,000 shares issued,         
         net of $1,318,000 offering costs)        628,027,000  
     Reinvestment of distributions (8,859 shares issued)        159,269  
     Cost of shares repurchased (581,400 shares repurchased)    (10,309,481 )     

     Increase (Decrease) in Net Assets From Fund Share Transactions    (10,309,481 )    628,186,269  

Increase in Net Assets    23,330,431     614,223,888  
NET ASSETS:         
     Beginning of year    614,323,888     100,000  

     End of year*    $ 637,654,319     $ 614,323,888  

* Includes overdistributed net investment income of:        $ (918,153 ) 

(1)      For the period February 24, 2004 (commencement of operations) to October 31, 2004.

 

See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      39



Statement of Cash Flows (For the year ended October 31, 2005)
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:       
   Interest and dividends received    $  35,929,527  
   Operating expenses paid      (7,843,678 ) 
   Net sales of short-term investments      31,092,350  
   Realized loss on foreign currency transactions      (100,286 ) 
   Realized loss on options      (17,321,069 ) 
   Realized gain on swap contracts      3,608  
   Net change in unrealized depreciation on foreign currencies      (2,007 ) 
   Purchases of long-term investments      (535,353,068 ) 
   Proceeds from disposition of long-term investments      550,885,116  
   Interest paid      (7,435,327 ) 

   Net Cash Flows Provided By Operating Activities      49,855,166  

CASH FLOWS USED BY FINANCING ACTIVITIES:       
   Cash distributions paid on Common Stock      (39,417,927 ) 
   Cost of shares repurchased      (10,085,813 ) 
   Offering costs paid      (351,019 ) 

   Net Cash Flows Used By Financing Activities      (49,854,759 ) 

NET INCREASE IN CASH      407  
   Cash and foreign currency Beginning of year      574  

   Cash and foreign currency End of year    $  981  

RECONCILIATION OF INCREASE IN NET ASSETS FROM OPERATIONS 
     
TO NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: 
     
   Increase in Net Assets From Operations    $  73,057,839  

   Accretion of discount on investments      (3,270,499 ) 
   Amortization of premium on investments      1,725,257  
   Increase in investments, at value      (15,248,259 ) 
   Decrease in payable for securities purchased      (2,325,160 ) 
   Increase in interest receivable      (928,262 ) 
   Increase in receivable for securities sold      (3,554,495 ) 
   Increase in prepaid expenses      (12,454 ) 
   Increase in interest payable      342,100  
   Increase in accrued expenses      69,099  

   Total Adjustments      (23,202,673 ) 

   Net Cash Flows Provided By Operating Activities    $  49,855,166  


See Notes to Financial Statements.

40      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



Financial Highlights
For a share of capital stock outstanding throughout each year or period ended October 31, unless
otherwise noted:
   
2005(1) 
 
2004(1)(2) 

Net Asset Value, Beginning of Year    $ 18.64     $ 19.06 (3) 

Income (Loss) From Operations:         
   Net investment income    0.69     0.37  
   Net realized and unrealized gain (loss)    1.52     (0.19 ) 

Total Income From Operations    2.21     0.18  

Gain From Repurchase of Stock    0.04      

Less Distributions From:         
   Net investment income    (0.98 )    (0.40 ) 
   Realized gains    (0.22 )     
   Return of capital        (0.20 ) 

Total Distributions    (1.20 )    (0.60 ) 

Net Asset Value, End of Year    $ 19.69     $ 18.64  

Market Price, End of Year    $ 17.19     $ 17.24  

Total Return, Based on Net Asset Value    12.34%(5)  
1.06
%‡  

Total Return, Based on Market Price Per Share(4)    6.85%(5)
(10.74
)%‡

Net Assets, End of Year (000s)    $ 637,654     $ 614,324  

Ratios to Average Net Assets:         
   Expenses    2.45 %    1.54
%(6)
   Expenses, excluding interest expense    1.23     1.15 (6) 
   Net investment income    3.55     2.97 (6) 

Portfolio Turnover Rate    64 %    39 % 

Supplemental Data:         
   Loans Outstanding, End of Year (000s)    $ 220,000     $ 220,000  
   Asset Coverage for Loan Outstanding    390 %    379 % 
   Weighted Average Loan (000s)    $ 220,000     $ 105,783  
   Weighted Average Interest Rate on Loans    3.54 %    2.22 % 


(1)      Per share amounts have been calculated using the average shares method.
 
(2) For the period February 24, 2004 (commencement of operations) through October 31, 2004.
 
(3) Initial public offering price of $20.00 per share less offering costs and sales load totaling $0.94 per share.
 
(4) The total return calculation assumes that dividends are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results and the broker commission paid to purchase or sell a share is excluded.
 
(5) The investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.
 
(6) Annualized.
 
Total return is not annualized, as it may not be representative of the total return for the year.

 

See Notes to Financial Statements.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      41


Notes to Financial Statements

1. Organization and Significant Accounting Policies
The Salomon Brothers Capital and Income Fund Inc. (“Fund”) was incorporated in Maryland on November 12, 2003 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (“1940 Act”). The Board of Directors authorized 100 million shares of $0.001 par value common stock. The Fund seeks total return with an emphasis on income by investing primarily in a portfolio consisting of a broad range of equity and fixed income securities of both U.S. and foreign issuers.

     The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.

     (a) Investment Valuation. Equity securities for which market quotations are available are valued at the last sale price or official closing price on the primary market or exchange on which they trade. Debt securities are valued at the mean between the bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various relationships between securities. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the bid and asked prices as of the close of business of that market. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value.

     (b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian takes possession of the underlying collateral securities, the market value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

     (c) Lending of Portfolio Securities. The Fund has an agreement with its custodian whereby the custodian may lend securities owned by the Fund to brokers, dealers and other financial organizations. In exchange for lending securities under the terms of the agreement with its custodian, the Fund receives a lender’s fee. Fees earned by the Fund on securities lending are recorded as securities lending income. Loans of securities by the Fund are collateralized by cash, U.S. government securities or high quality money market instruments that are maintained at all times in an amount at least equal to the current market value of

42      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Notes to Financial Statements (continued)

the loaned securities, plus a margin which varies depending on the type of securities loaned. The custodian establishes and maintains the collateral in a segregated account. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.

     The Fund maintains the risk of any loss on the securities on loan as well as the potential loss on investments purchased with cash collateral received from securities lending.

     (d) Loan Participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.

     The Fund will assume the credit risk of both the borrower and the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

     (e) Credit, Exchange Rate 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 risk. 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.

     (f ) 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.

     (g) 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. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method.

     (h) 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

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      43


Notes to Financial Statements (continued)

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 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.

     (i) Distributions to Shareholders. Distributions from net investment income for the Fund, if any, are declared and paid on a monthly 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.

     (j) 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 taxable 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. Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

     (k) 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 value per share. During the current year, the following reclassifications have been made:

    Undistributed Net    Accumulated Net   Paid-in
    Investment Income   
Realized Gain
  Capital

(a) 
  $7,896,747         $( 7,896,747 ) 

(b) 
  2,348,514    $( 2,348,514 )     


(a)      Reclassifications are primarily due to a taxable overdistribution.
   
(b) Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes and differences between book and tax amortization of premium on fixed income securities, income from mortgage backed securities treated as capital gains for tax purposes, book/tax differences in the treatment of distributions from real estate investment trusts, book/tax differences in the treatment of passive foreign investment companies and book/tax differences in the treatment of credit default swap contracts.

 

 

44      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Notes to Financial Statements (continued)

2. Management Agreement and Other Transactions with Affiliates
Salomon Brothers Asset Management Inc (“SBAM”), which for the period of this report was an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), acts as investment manager to the Fund. SBAM is responsible on a day-to-day basis for the management of the Fund’s portfolio in accordance with the Fund’s investment objectives and policies and for making decisions to buy, sell or hold particular securities of the Fund. The management fee for these services is payable monthly at an annual rate of 0.85% of the Fund’s average daily net assets (plus any borrowings).

     During the year ended October 31, 2005, SBAM reimbursed the Fund in the amount of $21,460 for losses incurred resulting from an investment transaction error.

     At October 31, 2005, Citigroup Financial Products Inc., another indirect wholly-owned subsidiary of Citigroup, held 5,789 shares of the Fund.

     Certain officers and/or directors of the Fund are also officers and/or directors of SBAM and do not receive compensation from the Fund.

3. Investments
During the year ended October 31, 2005, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S Government & Agency Obligations were as follows:

     
Investments 
U.S. Government & Agency Obligations 

Purchases       
$531,010,778 
$2,017,130   

Sales     
549,440,539 
   


     At October 31, 2005, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:


Gross unrealized appreciation    $ 62,274,357  
Gross unrealized depreciation    (29,321,530 ) 

Net unrealized appreciation    $ 32,952,827  


     At October 31, 2005, the Fund loaned securities having a market value of $84,035,780. The Fund received cash collateral amounting to $85,925,599 which was invested into the State Street Navigator Securities Lending Trust Prime Portfolio, a Rule 2a-7 money market fund, registered under the 1940 Act.

     At October 31, 2005, the Fund held loan participations with a total cost of $1,000,000 and a total market value of $1,009,739.

4. Loan
At October 31, 2005, the Fund had a $220,000,000 loan pursuant to a revolving credit and security agreement with Crown Point Capital Company LLC and Citicorp North America, Inc. (“CNA”). In addition, CNA acts as administrative agent of the credit facility. 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 borrowings outstand-

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      45


Notes to Financial Statements (continued)

ing and any additional expenses. For the year ended October 31, 2005, the Fund incurred interest expense on this loan in the amount of $7,777,427.

5. Dividends Subsequent to October 31, 2005
On July 25, 2005, the Board of Directors (“Board”) of the Fund declared a distribution in the amount of $0.10 per share payable on November 25, 2005 to shareholders of record on November 15, 2005.

     On November 18, 2005, the Fund’s board declared three distributions in the amounts of $0.10 per share, payable on December 30, 2005, January 27, 2006 and February 24, 2006 to shareholders of record on December 27, 2005, January 24, 2006 and February 21, 2006, respectively.

6. Capital Shares
On May 14, 2004, the Fund’s Board authorized the Fund to repurchase from time to time in the open market up to 1,000,000 shares of the Fund’s common stock. The Board directed the management of the Fund to repurchase shares of the Fund’s common stock at such times and in such amounts as management believes will enhance shareholder value, subject to review by the Fund’s Board. On June 28, 2005, the Fund commenced this share repurchase plan. Since the inception of the repurchase plan, the Fund repurchased 581,400 shares with a total cost of $10,309,481 at the weighted average discount of 12.10% per share.

7. Income Tax Information and Distributions to Shareholders
Subsequent to the fiscal year end, the Fund has made the following distributions from Net Investment Income:


Record Date:    11/15/2005 

Payable Date:    11/25/2005 

Class A    0.1000 


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

   
2005 
2004 

Distributions paid from:           
   Ordinary Income    $ 39,252,185    $ 13,404,047   
   Net Long-term Capital Gains 
  165,742       

Total Taxable Distributions    $ 39,417,927    $ 13,404,047   
   Tax Return of Capital 
      6,373,531   

Total Distributions Paid    $ 39,417,927    $ 19,777,578   


46      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Notes to Financial Statements (continued)

As of October 31, 2005, the components of accumulated earnings on a tax basis were as follows:


Other book/tax temporary differences (a)    $ 489,900 
Unrealized appreciation (b)    33,457,909 

Total Accumulated Earnings/(Losses) — net    $ 33,947,809 


During the taxable year ended October 31, 2005, the Fund utilized all $9,064,399 of its capital loss carryover available from prior periods.
   
(a)      Other book/tax temporary differences are attributable primarily to the realization for tax purposes of unrealized lossses on certain options contracts.
 
(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax def-feral of losses on wash sales, the difference between book and tax amortization methods for discounts and premiums on fixed income securities, the realization for tax purposes of unrealized gains on investments in passive foreign investment companies, and the difference between the book and tax cost basis of investmments in real estate investment trusts.

8. Change in Independent Registered Public Accounting Firm (unaudited)
PricewaterhouseCoopers LLP resigned as the independent registered public accounting firm for the Fund effective June 17, 2005. The Fund’s Audit Committee approved the engagement of KPMG LLP as the Fund’s new independent registered public accounting firm for the fiscal year ending October 31, 2005. A majority of the Fund’s Board of Directors, including a majority of the independent Directors, approved the appointment of KPMG LLP, subject to the right of the Fund, by a majority vote of the shareholders at any meeting called for that purpose, to terminate the appointment without penalty.

     The report of PricewaterhouseCoopers LLP on the Fund’s financial statements for the period February 24, 2004 (commencement of operations) through October 31, 2004 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. There have been no disagreements with PricewaterhouseCoopers LLP during the period February 24, 2004 (commencement of operations) through October 31, 2004 and any subsequent interim period on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused them to make reference thereto in their report on the financial statements for such period.

9. 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 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 fund’s investment manager and other

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      47


Notes to Financial Statements (continued)

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 prepared and submitted for approval by the SEC. The order also requires that transfer agency fees received from the Funds since December 1, 2004 less certain expenses be placed in escrow and provides that a portion of such fees may be subsequently distributed in accordance with the terms of the order.

     The order required SBFM to recommend a new transfer agent contract to the Affected Fund 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 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 approved a new transfer agent contract 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.

     At this time, there is no certainty as to how the 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. 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 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 Inc.

48      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Notes to Financial Statements (continued)

10. Other Matters
The Fund has received information from SBAM as follows:

     On September 16, 2005, the staff of the Securities and Exchange Commission (the “Commission”) informed SBAM that the staff is considering recommending that the Commission institute administrative proceedings against SBAM for alleged violations of Sections 19(a) and 34(b) of the Investment Company Act (and related Rule 19a-1). The notification is a result of an industry wide inspection undertaken by the Commission and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from 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 advisory services relating to the Fund.

11. Subsequent Events
On December 1, 2005, Citigroup completed the sale of substantially all of its asset management business, CAM, to Legg Mason. As a result, the Fund’s Manager, 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 previously 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 at 100 Light Street, Baltimore, Maryland 21202, is a financial services holding company. As of December 2, 2005, Legg Mason’s asset management operation had aggregate assets under management of approximately $830 billion.

     Effective December 1, 2005, CGM will no longer be an affiliated person of the Fund under the Investment Company Act of 1940, as amended. As a result, the fund will be permitted to execute transactions with CGM or an affiliate of CGM as agent without the restrictions applicable to transactions with affiliated persons. Similarly, the Fund generally will be permitted to purchase securities in underwritings in which CGM or an affiliate of CGM is a member without the restrictions imposed by certain rules of the Securities and Exchange Commission. The Manager’s use of CGM or affiliates of CGM as agent in portfolio transactions with the Fund will be governed by the Fund’s policy of seeking the best overall terms available.

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

     The Fund’s Board has approved American Stock Transfer & Trust Co. (“AST”) to serve as transfer agent for the Fund. The principal business office of AST is located at 59 Maiden Lane, New York, NY 10038.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      49


Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Salomon Brothers Capital and Income Fund Inc.:

     We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Salomon Brothers Capital and Income Fund Inc. as of October 31, 2005, 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 and the financial highlights for the period February 24, 2004 (commencement of operations) through October 31, 2004 were audited by other independent registered public accountants whose report thereon, dated December 21, 2004, 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 October 31, 2005, 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 Capital and Income Fund Inc. as of October 31, 2005, and the results of its operations, changes in its net assets, its cash flows, and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.


New York, New York
December 16, 2005


50      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Board Approval of Management Agreement (unaudited)

Background
The members of the Board of Salomon Brothers Capital and Income Fund Inc. (the “Fund”), including the Fund’s independent, or non-interested, Board members (the “Independent Board Members”), received extensive information from the Fund’s manager (the “Manager”) to assist them in their consideration of the Fund’s management agreement (the “Management Agreement”). This includes a variety of information about the Manager, including the advisory arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below.

     At an in-person meeting held on July 25 and 26, 2005, a presentation was made to the Board by the Manager that encompassed the Fund and all the funds for which the Board has responsibility. The Board evaluated information made available on a fund-by-fund basis and its determinations were made separately in respect of each fund, including the Fund. The Fund has a combined investment advisory and administration agreement. The discussion below covers both advisory and administrative functions being rendered by the Manager.

Board Approval of Management Agreement
The Board unanimously approved the continuation of the Management Agreement for a period of up to one year concluding, in doing so, that the Manager should continue to be the Fund’s investment adviser and that the compensation payable under the agreement is fair and reasonable in light of the services performed, expenses incurred and such other matters as the Board considered relevant in the exercise of its business judgment. In approving continuance of the Management Agreement, the Board considered the announcement on June 24, 2005 by Citigroup that it had signed a definitive agreement under which Citigroup will sell substantially all of its worldwide asset management business to Legg Mason, Inc. Upon completion of this transaction the Manager, which was an indirect wholly-owned subsidiary of Citigroup, would become an indirect wholly-owned subsidiary of Legg Mason, Inc. and the Management Agreement will terminate. Other factors considered and conclusions rendered by the Board in determining to approve the continuation of the Management Agreement included the following:

Nature, Extent and Quality of the Services under the Management Agreement
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager under the Management Agreement during the past year. The Board also received a description of the administrative and other services rendered to the Fund and its shareholders by the Manager. The Board noted that it had received information at regular meetings throughout the year related to the services rendered by the Manager about the management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager took into account the Board’s knowledge and familiarity gained as Board members of funds in the Citigroup Asset Management (“CAM”) fund complex, including the scope and quality of the Manager’s investment management and other capabilities and the quality of its administrative and other services. The

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      51


Board Approval of Management Agreement (unaudited)
(continued)
Board considered that the scope of services provided by the Manager had expanded over time as a result of regulatory and other developments, including maintaining and monitoring its own and the Fund’s expanded compliance programs. The Board also considered the Manager’s response to recent regulatory compliance issues affecting it and the CAM fund complex. The Board reviewed information received from the Manager regarding the implementation to date of the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the Investment Company Act of 1940.

     The Board reviewed information describing the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered the willingness of the Manager to consider and implement organizational changes to improve investment results and the services provided to the CAM fund complex. The Board also considered financial information from the Manager and based on its general knowledge of the Manager, affiliates, the financial resources available to CAM and its then parent organization, Citigroup Inc.

     The Board also considered information presented regarding the Manager’s brokerage policies and practices, the standards applied in seeking best execution, the use of a broker affiliated with the Manager and the existence of quality controls applicable to brokerage allocation procedures. In addition, the Manager also reported to the Board on, among other things, its business plans, recent organizational changes and portfolio manager compensation plan.

     The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) under the Management Agreement.

Fund Performance
The Board received and considered performance information for the Fund as well as for a group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to select the funds included in the Performance Universe. The Board also noted that it had received information prepared by the Manager throughout the year at periodic intervals comparing the Fund’s performance against its bench-mark(s) and Lipper peers.

     The information comparing the Fund’s performance to that of its Performance Universe, consisting of all closed-end funds classified as “income and preferred stock funds” by Lipper, showed that the Fund’s performance since inception presented was slightly below the median.

     Based on their review, which included consideration of all of the factors noted above, the Board concluded that the investment performance of the Fund has been satisfactory.

Management Fees and Expense Ratios
The Board considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to the Manager in light of the nature, extent and quality of the management services provided by the Manager. Additionally, the Board received and con-

52      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Board Approval of Management Agreement (unaudited)
(continued)
sidered information prepared by Lipper comparing the Fund’s Contractual Management Fees and the Fund’s overall expenses with those of funds in a relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board also reviewed information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund including, where applicable, separate accounts. The Manager reviewed with the Board the significant differences in scope of services provided to the Fund and the scope of the services provided to these other clients, noting that, unlike such other clients, the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund providers. The Board considered the fee comparisons in light of the broader range of services provided to the Fund and did not place a significant weight on this factor. The Board received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a proposed framework of fees based on asset classes.

     The information comparing the Fund’s Contractual Management Fees as well as its actual total expense ratio to its Expense Group, consisting of 9 closed-end funds (including the Fund) classified as “leveraged income and preferred funds” by Lipper, showed that the Fund’s Contractual Management Fees were equal to the median range of management fees paid by the other funds in the Expense Group. The Board noted that the Fund’s actual total expense ratio was equal to the median, and concluded that the expense ratio of the Fund was acceptable in the light of the quality of the services the Fund received and such other factors as the Board considered relevant.

     Taking all of the above into consideration, the Board determined that the Fund’s Management Fee was reasonable in light of the nature, extent and quality of the services provided to the Fund under the Management Agreement.

     The material factors and conclusions that formed the basis for the Board’s determination to approve the continuance of the Management Agreement (including the determinations that the Manager should continue to serve as the investment adviser to the Fund and that the fees payable to the Manager pursuant to the Management Agreement are appropriate) included the following:

Manager Profitability
The Board considered information regarding the profitability to Manager and its affiliates of their relationships with the Fund. The Board also received profitability information with respect to the CAM fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data as well as a report from an outside consultant that had reviewed the Manager’s methodology. Based upon their review of the information made available, the Board concluded that the Manager’s profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      53


Board Approval of Management Agreement (unaudited)
(continued)

Economies of Scale
The Board received and considered information regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether, given the Fund’s closed-end structure, there is a realistic potential for realization of any further economies of scale. The Board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders. The Board also considered whether alternative fee structures (such as breakpoints at lower asset levels) would be more appropriate or reasonable taking into consideration economies of scale or other efficiencies. The Board also noted that as the Fund’s assets have increased over time, it has realized other economies of scale, as certain expenses, such as fees for Board members, auditors and legal fees, become a smaller percentage of overall assets.

     Generally, in light of the Manager’s profitability data, and such other factors as the Board considered relevant, the Board concluded that the Manager’s sharing of current economies of scale with the Fund was reasonable.

Other Benefits to the Manager
The Board considered other benefits received by the Manager and its affiliates as a result of their relationship with the Fund, including soft dollar arrangements and the opportunity to offer additional products and services to Fund shareholders.

     In light of the costs of providing investment management and other services to the Fund and the Manager’s ongoing commitment to the Fund, other ancillary benefits that the Manager and its affiliates received were not considered unreasonable to the Board.

Additional Information
On June 23, 2005, Citigroup Inc. entered into a definitive agreement (the “Transaction Agreement”) with Legg Mason, Inc. under which Citigroup agreed to sell substantially all of its asset management business, Citigroup Asset Management (“CAM”), which includes the Adviser, to Legg Mason in exchange for the broker-dealer and investment banking businesses of Legg Mason and certain other considerations (the “Transaction”). The Transaction closed on December 1, 2005.

     The consummation of the Transaction resulted in the automatic termination of the Fund’s current management agreement for each CAM-advised Fund overseen by the Board (the “CAM funds”) including the Fund (each, a “Current Management Agreement”) in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”). At meetings held on August 12, 2005, the Fund’s Board, including the Independent Board Members, unanimously approved a new management agreement between each CAM fund including the Fund, and the Adviser (each, a “New Management Agreement”) and authorized the Fund’s officers to submit the New Management Agreement to shareholders for their approval.

     In anticipation of the Transaction, members of the Fund’s Board met in person on July 11, 2005 and August 12, 2005 for purposes of, among other things, considering whether it would be in the best interests of each CAM fund and its shareholders to approve the New

54      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Board Approval of Management Agreement (unaudited)
(continued)
Management Agreement between the fund and the fund’s Adviser. At those Board meetings, and for the reasons discussed below, the Board, including a majority of the Independent Board Members, unanimously approved each New Management Agreement and unanimously recommended its approval by shareholders in order to assure continuity of investment advisory services to the CAM fund after the Transaction.

     To assist the Boards in their consideration of the New Management Agreements, Legg Mason provided materials and information about Legg Mason, including its financial condition and asset management capabilities and organization, and Legg Mason and CAM provided materials and information about the Transaction between Legg Mason and Citigroup. The Independent Board Members, through their independent legal counsel, also requested and received additional information from CAM and Legg Mason in connection with their consideration of the agreements. The additional information was provided in advance of and at the August meetings. In addition, the Independent Board Members consulted with their counsel on various occasions on, and received from their counsel a memorandum outlining, among other things, the legal standards and certain other considerations relevant to the Board Members’ deliberations.

     On July 11, 2005 and August 12, 2005, members of the Boards discussed with CAM management and certain Legg Mason representatives the Transaction and Legg Mason’s general plans and intentions regarding CAM funds, including the preservation, strengthening and growth of CAM’s business and its combination with Legg Mason’s business. The Board Members also inquired about the plans for and anticipated roles and responsibilities of certain CAM employees and officers after the Transaction. The Independent Board Members of the Board also conferred separately and with their counsel about the Transaction on a number of occasions, including in connection with the July discussion and August meetings.

     At the Board’s August meeting, representatives of CAM and Legg Mason made presentations to and responded to questions from the Board. After the presentations and after reviewing the written materials provided, the Independent Board Members met in executive session with their counsel to consider the New Management Agreement.

     Among other things, the Board Members considered:

     
     (i)
      the reputation, financial strength and resources of Legg Mason and its investment advisory subsidiaries;
 
 
(ii)
  that Legg Mason and its wholly-owned subsidiary, Western Asset Management Company and its affiliates (“Western Asset”), are experienced and respected asset management firms, and that Legg Mason has advised the Board Members that (a) it intends to combine the fixed income investment operations (including money market fund operations) of CAM with those of Western Asset and may also wish to combine other CAM operations with those of other Legg Mason subsidiaries; (b) after the closing of the Transaction, it will take steps to combine the investment management operations of Western Asset with the fixed income operations of the Adviser to CAM funds, which, among other things, may involve Western Asset, the Adviser to CAM funds sharing common systems and procedures,
 

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      55


Board Approval of Management Agreement (unaudited)
(continued)

          employees (including portfolio managers), investment and trading platforms, and other resources; (c) it is expected that these combination processes will result in changes to portfolio managers or portfolio management teams for a number of CAM funds, subject to Board consent and appropriate notice to shareholders, and that, in other cases, the current portfolio managers or portfolio management teams will remain in place; and (d) in the future, it may recommend that Western Asset or other Legg Mason subsidiaries be appointed as the adviser or subadviser to certain CAM fund, including the Fund, subject to applicable regulatory requirements;
       
      (iii)       that CAM management and Legg Mason have advised the Boards that following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to each CAM fund, including the Fund, and its shareholders by the Adviser, including compliance services;
 
  (iv)   the assurances from Citigroup and Legg Mason that, for a three year period following the closing of the Transaction, the Adviser will have substantially the same access to the Citigroup sales force when distributing shares of CAM funds as is currently provided to CAM and that other arrangements between the Adviser and Citigroup sales channels will be preserved;
 
  (v)   that Legg Mason and Citigroup intend to enter into an agreement in connection with the Transaction under which Citigroup-affiliated broker-dealers will continue to offer CAM funds as investment products, and the potential benefits to fund shareholders from this and other third-party distribution access;
 
  (vi)   the potential benefits to CAM fund shareholders from being part of a combined fund family with Legg Mason-sponsored funds, including possible economies of scale and access to investment opportunities;
 
  (vii)   that Citigroup and Legg Mason would derive benefits from the Transaction and that as a result, they have a financial interest in the matters that were being considered;
 
  (viii)   the potential effects of regulatory restrictions on CAM funds if Citigroup-affiliated broker-dealers remain the principal underwriters for CAM funds;
 
  (ix)   the fact that the Fund’s total advisory and administrative fees will not increase by virtue of the New Management Agreement, but will remain the same;
 
  (x)   the terms and conditions of the New Management Agreement, including the differences from the Current Management Agreement, and, where applicable, the benefits of a single, uniform form of agreement covering these services;
 
  (xi)   that in July 2005 each Board had performed a full annual review of the Funds Current Management Agreement as required by the 1940 Act, and had determined that the Adviser has the capabilities, resources and personnel necessary to provide the advisory and administrative services currently provided to the Fund; and that the advisory and/or management fees paid by the Fund represent
 

56      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Board Approval of Management Agreement (unaudited)
(continued)

      reasonable compensation to the Adviser in light of the nature, extent and quality of the services to be provided by the Adviser, the investment performance of the Fund and the Adviser, the costs of the services to be provided and the profits to be realized by the Adviser and its affiliates from the relationship with the Fund, the extent to which economies of scale may be realized as the Fund grows, the reflection of these economies of scale in the fee levels for the benefit of Fund shareholders, and such other matters as the Board Members considered relevant in the exercise of their reasonable judgment;
       
     
     (xii)       that the Fund would not bear the costs of obtaining shareholder approval of the New Management Agreements; and
 
 
(xiii)
  that under the Transaction Agreement, Citigroup and Legg Mason have agreed not to take any action that is not contemplated by the Transaction or fail to take any action that to their respective knowledge would cause any of the requirements of Section 15(f) not to be met.

     Certain of these considerations are discussed in more detail below.

     In their deliberations, the Board Members considered information received in connection with their recent approval of continuance of each Current Management Agreement in addition to information provided by Legg Mason and CAM in connection with their evaluation of the terms and conditions of the New Management Agreement. The Board Members did not identify any particular information that was all-important or controlling, and each Board Member attributed different weights to the various factors. The Board Members evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund. The Board Members, including a majority of the Independent Board Members, concluded that the terms of the New Management Agreements, including the New Management Agreement for the Fund, are fair and reasonable, that the fees stated therein are reasonable in light of the services to be provided to each Fund, and that the New Management Agreements should be approved and recommended to Fund shareholders.

Nature, Quality and Extent of Services Provided
In evaluating the nature, quality and extent of the services to be provided by the Adviser under the New Management Agreements, the Board Members considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Adviser; the potential implications of regulatory restrictions on the CAM funds following the Transaction; the ability of the Adviser to perform its duties after the Transaction, taking into account, where the CAM fund currently has a subadviser, the delegation of certain duties to the subadviser; and any anticipated changes to the current investment and other practices of the CAM funds. The Board Members considered Legg Mason’s advice that, after the closing of the Transaction, Legg Mason intends to review all aspects of the Funds’ operations (including equity, fixed income and money market fund operations). The Board Members considered Legg Mason’s advice that it intends to combine the fixed income investment operations of CAM with those of Western Asset

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      57


Board Approval of Management Agreement (unaudited)
(continued)
and may also wish to combine other CAM operations with those of other Legg Mason subsidiaries. The Board Members noted that Western Asset is an experienced and respected institutional asset manager that focuses on managing fixed income assets on behalf of institutional separate accounts, retirement plans and other institutional investors, including mutual funds. The Board Members further noted that, as of June 30, 2005, Western Asset managed approximately $230 billion in assets on behalf of its clients. The Board Members considered Legg Mason’s advice that, after the closing of the sale, Legg Mason will take steps to combine the investment management operations of Western Asset with the fixed income operations of the Adviser and, in relevant cases, Citigroup Asset Management Limited (the “Subadviser”) to the CAM funds, which, among other things, may involve Western Asset, the Adviser and, in relevant cases, the Subadviser to the CAM funds sharing common systems and procedures, employees (including portfolio managers), investment and trading platforms, and other resources. The Board Members also considered Legg Mason’s advice that it is expected that the combination processes described above will result in additional changes to portfolio managers or portfolio management teams for a number of the CAM funds, subject to Board consent and appropriate notice to shareholders, and that, in other cases, the current portfolio managers or portfolio management teams will remain in place. The Board Members also considered Legg Mason’s advice that, in the future, Legg Mason may recommend that Western Asset or other Legg Mason subsidiaries be appointed as the adviser or subadviser to some or all of the CAM funds, subject to applicable regulatory requirements.

     The Board Members were advised that if Citigroup-affiliated broker-dealers remain the CAM funds’ principal underwriters, the funds would continue to be subject to restrictions concerning certain transactions involving Citigroup affiliates (for example, transactions with a Citigroup broker-dealer acting as principal) absent regulatory relief or clarification.

     Based on their review of the materials provided and the assurances they had received from CAM management and Legg Mason, the Board Members determined that the Transaction was not expected to adversely affect the nature and quality of services provided by the Adviser and that the Transaction was not expected to have a material adverse effect on the ability of the Adviser to provide those services. It was noted, however, that, in addition to the changes previously described, it is expected that there will be other changes in personnel following the Transaction or after the combination of CAM’s operations with those of Legg Mason subsidiaries. The Board Members noted that if current portfolio managers or other personnel cease to be available, each Board would consider all available options, which could include seeking the investment advisory or other services of Legg Mason affiliates or investment advisers not affiliated with Legg Mason. In this regard, it was noted that Legg Mason has indicated that it could potentially make available to the Adviser additional portfolio management resources in the event of loss of CAM personnel for particular investment disciplines. Accordingly, the Board Members concluded that, overall, they were satisfied at the present time with assurances from Legg Mason and CAM as to the expected nature, extent and quality of the services to be provided to the CAM funds under the New Management Agreements.

58      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Board Approval of Management Agreement (unaudited)
(continued)

Costs of Services Provided and Profitability
In evaluating the costs of the services to be provided by the Adviser under the New Management Agreements and the profitability to the Adviser of their relationships with the Funds, the Board Members considered, among other things, whether advisory and administrative (or management) fees or other expenses would change as a result of the Transaction. Based on their review of the materials provided and the assurances they had received from CAM management and Legg Mason, the Board Members determined that the Transaction would not increase the fees payable for advisory and administrative (or management) services and that overall CAM fund expenses were not expected to increase materially as a result of the Transaction. The Board Members noted that it was not possible to predict how the Transaction would affect the Adviser’s profitability from its relationship with the CAM funds, but that they had been satisfied in their most recent review of the Current Management Agreements, including the Funds’ Current Management Agreements, that the Adviser’s level of profitability from its relationship with the Funds was not excessive. It was noted that in conjunction with that review, the Board Members had obtained an independent accountant’s review of the methodology used to determine the Adviser’s profitability. The Board Members concluded that, overall, they were satisfied that currently, the Adviser’s level of profitability from its relationship with each CAM fund, including the Fund, was not excessive.

     The Board Members noted that they expect to receive Adviser profitability information on an annual basis and thus be in a position to evaluate whether any adjustments in Fund fees and/or fee breakpoints would be appropriate.

Fall-Out Benefits
In evaluating the fall-out benefits to be received by the Adviser under the New Management Agreements, the Board Members considered whether the Transaction would have an impact on the fall-out benefits received by virtue of the Current Management Agreements. Based on their review of the materials provided, including materials received in connection with their recent approval of the continuance of each Current Management Agreement, and their discussions with CAM management, Legg Mason and Western Asset, the Board Members determined that those benefits could include increased ability for Legg Mason to distribute shares of its funds and other investment products and to obtain research services using the CAM funds’ portfolio transaction brokerage. The Board Members noted that any such benefits were difficult to quantify with certainty at this time, and indicated that they would continue to evaluate them going forward.

Fees and Economies of Scale
     In reviewing the Transaction, the Board Members considered, among other things, whether advisory and administrative fees or other expenses would change as a result of the Transaction. Based on the assurances they had received from CAM management and Legg Mason, the Board Members determined that as a result of the Transaction, each Fund’s total advisory and administrative fees would not increase. The Board Members noted that in conjunction with their most recent deliberations concerning the Current Management

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      59


Board Approval of Management Agreement (unaudited)
(continued)
Agreements, advisory or management fee reductions and fee breakpoints had been implemented for certain Funds, and that after taking those reductions and breakpoints into account, the Board Members had determined that the total fees for advisory and administrative services for many CAM funds were reasonable in light of the services provided and that CAM management had already initiated or would be taking steps to address the Board Members’ concerns regarding the fee levels of other CAM funds. It was noted that in conjunction with the recent review of the Current Management Agreements, the Board Members had received, among other things, a report from Lipper, Inc. (“Lipper”) comparing each CAM fund’s fees, expenses and performance to those of a peer group for that Fund selected by Lipper, and information as to the fees charged by the Adviser to other registered investment company clients for investment management services. The Board Members concluded that because the advisory and administrative fees for each CAM fund were not expected to increase as a result of the Transaction, each CAM fund’s fees for advisory and administrative services remain appropriate and that no additional fee reductions or breakpoints were necessary at this time. The Board Members recognized that Legg Mason may realize economies of scale from the Transaction based on certain consolidations and synergies of operations.

Investment Performance
The Board Members noted that investment performance for many CAM funds was satisfactory or better, and that CAM management had already implemented or undertaken to implement steps to address investment performance in other funds. Following the closing of the Transaction, these steps may include combining certain CAM operations with those of certain Legg Mason subsidiaries. The Boards noted Legg Mason’s considerable investment management experience and capabilities, but were unable to predict what effect, if any, consummation of the Transaction would have on the future performance of the CAM funds, including the Fund.

60      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Additional Information (unaudited)

Information about Directors and Officers
The business and affairs of Salomon Brothers Capital and Income Fund 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.

                Portfolios in     
                Fund Complex     
        Term of    Principal    Overseen by     
   
Position(s)  
 
Office(1) and
  Occupation(s)    Director    Other 
Name, Address and   
Held with 
  Length of    During Past    (including   
Board Memberships 
Birth Year   
Fund(1) 
  Time Served    5 Years    the Fund)   
Held by Director 

Non-Interested Directors:                 
Carol L. Colman    Director and    Since    President,    37    None 
Colman Consulting Co.    Member of    2003    Colman         
278 Hawley Road    the Nominating    Consulting Co.         
North Salem, NY 10560    and Audit                 
Birth year: 1946    Committees,                 
    Class I                 
                     
Daniel P. Cronin    Director and    Since    Formerly, Associate    34    None 
24 Woodlawn Avenue    Member of    2003    General Counsel,         
New Rochelle, NY 10804    the Nominating    Pfizer Inc.         
Birth year: 1946    and Audit                 
    Committees,                 
    Class I                 
                     
Leslie H. Gelb    Director and    Since    President, Emeritus    34    Director of two 
150 East 69th Street    Member of    2003    and Senior Board Fellow,        registered 
New York, NY 10021    the Nominating    The Council on Foreign        investment 
Birth year: 1937    and Audit        Relations; Formerly,        companies 
    Committees,        Columnist, Deputy        advised by 
    Class II        Editorial Page Editor        Blackstone Asia 
            and Editor, Op-Ed Page,        Advisors L.L.C. 
            The New York Times        (“Blackstone”) 
                     
William R. Hutchinson    Director and    Since    President, W.R.    44    Associated 
535 N. Michigan Avenue    Member of    2003    Hutchinson & Associates        Banc-Corp. 
Suite 1012    Nominating        Inc.; Formerly Group Vice         
Chicago, IL 60611    and Audit        President, Mergers and         
Birth year: 1942    Committees,        Acquisitions, BP Amoco         
    Class II        P.L.C.         
                     
Riordan Roett    Director and    Since    Professor and Director    34    None 
The Johns Hopkins    Member of    2003    Latin American Studies         
   University    the Nominating    Program, Paul H. Nitze         
1740 Massachusetts    and Audit        School of Avanced         
   Ave., NW    Committees,        International Studies,         
Washington, DC 20036    Class III        The Johns Hopkins         
Birth year: 1938            University         
                     
Jeswald W. Salacuse    Director and    Since    Henry J. Braker    34    Director of two 
Tufts University    Member of    2003    Professor of        registered 
The Fletcher School of    the Nominating    Commercial Law and        investment 
   Law & Diplomacy 
  and Audit        formerly Dean, The        companies 
160 Packard Avenue    Committees,        Fletcher School of        advised by 
Medford, MA 02155    Class III        Law & Diplomacy,        Blackstone 
Birth year: 1938            Tufts University         

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      61


Additional Information (unaudited) (continued)

           
  Portfolios in     
           
  Fund Complex     
       
Term of 
 
Principal
  Overseen by     
    Position(s)   
Office(1) and 
 
Occupation(s)
  Director    Other 
Name, Address and    Held with   
Length of 
 
During Past
  (including    Board Memberships 
Birth Year       Fund(1)   
Time Served 
 
5 Years
  the Fund)    Held by Director 

Interested Director:           
       
R. Jay Gerken, CFA(2)    Director,   
Since 
 
Managing Director
  171    None 
Citigroup Asset    Chairman   
2003 
 
of CAM; Chairman,
       
   Management (“CAM”) 
  and Chief       
President, Chief Executive
       
399 Park Avenue    Executive Officer,       
Officer and Director of
       
Mezzanine    Class II       
Smith Barney Fund
       
New York, NY 10022           
Management LLC
       
Birth year: 1951           
(“SBFM”), Travelers
       
           
Investment Adviser, Inc.
       
           
(“TIA”) and Citi Fund
       
           
Management Inc.
       
           
(“CFM”); President and
       
           
Chief Executive Officer
       
           
of certain mutual funds
       
           
associated with CAM;
       
           
Formerly Porfolio
       
           
Manager of Smith Barney
       
           
Allocation Series Inc. (from
       
           
1996 to 2001) and Smith
       
           
Barney Growth and
       
           
Income Fund (from 1996
       
           
to 2000)
       
                     
Officers:           
       
Andrew B. Shoup    Senior Vice   
Since 
 
Director of CAM;
  N/A    N/A 
CAM    President and 
2003 
 
Senior Vice President
       
125 Broad Street,    Chief       
and Chief Administrative
       
11th Floor    Administrative     
Officer of mutual funds
       
New York, NY 10004    Officer       
associated with CAM;
       
Birth year: 1956           
Treasurer of certain
       
           
mutual funds associated
       
           
with CAM; Head of
       
           
International Funds
       
           
Administration of CAM
       
           
(from 2001 to 2003);
       
           
Director of Global Funds
       
           
Administration of CAM
       
           
(from 2000 to 2001); Head
       
           
of U.S. Citibank Funds
       
           
Administration of CAM
       
           
(from 1998 to 2000)
       

62      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Additional Information (unaudited) (continued)

       
      Portfolios in     
       
      Fund Complex     
       
Term of 
  Principal    Overseen by     
   
Position(s)  
 
Office(1) and
  Occupation(s)    Director    Other 
Name, Address and   
Held with 
 
Length of 
  During Past    (including    Board Memberships 
Birth Year   
Fund(1) 
 
Time Served 
  5 Years    the Fund)    Held by Director 

Frances M. Guggino    Chief Financial 
Since 
  Director of CAM;    N/A    N/A 
CAM    Officer and   
2003 
  Chief Financial Officer         
125 Broad Street    Treasurer   
  and Treasurer of certain         
10th Floor       
  mutual funds associated         
New York, NY 10004       
  with CAM. Controller of         
Birth year: 1957       
  certain mutual funds         
       
  associated with CAM         
       
  from (1999 to 2004)         
                   
James E. Craige, CFA    Executive Vice 
Since 
  Managing Director of    N/A    N/A 
CAM    President   
2003 
  CAM and SBAM         
399 Park Avenue,       
           
4th Floor       
           
New York, NY 10022       
           
Birth Year: 1967       
           
                   
Mark J. McAllister, CFA    Vice President 
Since 
  Managing Director of CAM;    N/A    N/A 
CAM    and Investment 
2003 
  Investment Officer of SBFM         
399 Park Avenue,    Officer   
           
4th Floor       
           
New York, NY 10022       
           
Birth Year: 1962       
           
                   
Michael Sedoy, CFA    Vice President 
Since 
  Director of CAM and SBAM    N/A    N/A 
CAM    and Investment 
2005 
           
399 Park Avenue,    Officer   
           
4th Floor       
           
New York, NY 10022       
           
Birth Year:       
           
                   
Beth A. Semmel, CFA    Executive Vice 
Since 
  Managing Director of CAM    N/A    N/A 
CAM    President   
2003 
  and SBAM         
399 Park Avenue       
           
4th Floor       
           
New York, NY 10022       
           
Birth Year: 1960       
           

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      63


Additional Information (unaudited) (continued)

       
      Portfolios in     
       
      Fund Complex     
       
Term of 
  Principal    Overseen by     
   
Position(s)  
 
Office(1) and
  Occupation(s)    Director    Other 
Name, Address and   
Held with 
 
Length of 
  During Past    (including    Board Memberships 
Birth Year   
Fund(1) 
 
Time Served 
  5 Years    the Fund)    Held by Director 

Andrew Beagley    Chief   
Since 
  Director of CAM    N/A    N/A 
CAM    Compliance   
2004 
  (since 2000); Director         
399 Park Avenue    Officer   
  of Compliance, North         
4th Floor       
  America, CAM (since         
New York, NY 10022       
  2000); Chief Anti-Money         
Birth Year: 1962       
  Laundering Compliance         
       
  Officer, Chief Compliance         
       
  Officer and Vice President         
       
  of certain mutual funds         
       
  associated with CAM;         
       
  Director of Compliance,         
       
  Europe, the Middle East         
       
  and Africa. CAM (from 1999         
       
  to 2000); Chief Compliance         
       
  Officer SBFM, CFM, TIA         
       
  Salomon Brothers Asset         
       
  Management Limited,         
       
  Smith Barney Global         
       
  Capital Management Inc.         
                     
Wendy S. Setnicka    Controller   
Since 
  Vice President of    N/A    N/A 
CAM       
2003 
  CAM (since 2003);         
125 Broad Street       
  Controller of certain         
10th Floor       
  mutual funds associated         
New York, NY 10004       
  with CAM; Assistant         
Birth Year: 1964       
  Controller of CAM         
       
  (from 2002 to 2004);         
       
  Accounting Manager         
       
  of CAM (from 1998         
           
to 2002)
       
                 
Robert I. Frenkel    Secretary and Since        Managing Director and    N/A    N/A 
CAM    Chief Legal   
2003 
  General Counsel of         
300 First Stamford Place    Officer   
  Global Mutual Funds         
4th Floor       
  for CAM and its         
Stamford, CT 06902       
  predecessor (since         
Birth year: 1954       
  1994); Secretary of CFM         
       
  (from 2001 to 2004);         
       
  Secretary and Chief Legal         
       
  Officer of mutual funds         
       
  associated with CAM         

(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 2006, year 2007 and year 2008, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year by the Fund’s Board of Directors to hold office for a one-year term 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.
 

64      Salomon Brothers Capital and Income Fund Inc. 2005 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 Capital and Income Fund Inc. 2005 Annual Report      65


Dividend Reinvestment Plan (unaudited)

Unless you elect to receive distributions in cash, all distributions, on your Common Shares will be automatically reinvested by American Stock Transfer & Trust Company, as agent for the Common Shareholders (the “Plan Agent”), in additional Common Shares under the Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by American Stock Transfer & Trust Company as dividend paying agent.

     If you participate in the Plan, the number of Common Shares you will receive will be determined as follows:

     (1) If the market price of the Common Shares on the record date (or, if the record date is not a New York Stock Exchange trading day, the immediately preceding trading day) for determining shareholders eligible to receive the relevant distribution (the “determination date”) is equal to or exceeds the net asset value per share of the Common Shares, the Fund will issue new Common Shares at a price equal to the greater of (a) the net asset value per share at the close of trading on the Exchange on the determination date or (b) 95% of the market price per share of the Common Shares on the determination date.

     (2) If the net asset value per share of the Common Shares exceeds the market price of the Common Shares on the determination date, the Plan Agent will receive the distribution in cash and will buy Common Shares in the open market, on the Exchange or elsewhere, for your account as soon as practicable commencing on the trading day following the determination date and terminating no later than the earlier of (a) 30 days after the distibution payment date, or (b) the record date for the next succeeding distribution to be made to the Common Shareholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price rises so that it equals or exceeds the net asset value per share of the Common Shares at the close of trading on the Exchange on the determination date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Shares in the open market and the Fund shall issue the remaining Common Shares at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the Exchange on the determination date or (b) 95% of the then current market price per share.

     The Plan Agent maintains all participants’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common Shares in your account will be held by the Plan Agent in non-certified form. Any proxy you receive will include all Common Shares you have received under the Plan.

     You may withdraw from the Plan by notifying the Plan Agent in writing at 59 Maiden Lane, New York, New York 10038. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Shares. The Plan may be terminated by the fund upon notice in writing mailed to Common Shareholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination is to be effective. Upon any

66      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report


Dividend Reinvestment Plan (unaudited) (continued)

termination, you will be sent a certificate or certificates for the full Common Shares held for you under the Plan and cash for any fractional Common Shares. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your shares on your behalf. The Plan Agent is authorized to deduct brokerage charges actually incurred for this transaction from the proceeds.

     There is no service charge for reinvestment of your dividends or distributions in Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional Common Shares, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Shares over time.

     Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions.

     The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan and your account may be obtained from the Plan Agent at 59 Maiden Lane, New York, New York 10038.

Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report      67


Important Tax Information (unaudited)

The following information is provided with respect to the distributions paid during the taxable year ended October 31, 2005


Record Date:   
Monthly
Payable Date:   
Monthly

Qualified Dividend Income for Individuals    16.73 % 

Dividends Qualifying for the Dividends Received Deduction for Corporations    13.80 % 


Additionally $0.0051 per share of the October 2005 monthly distribution has been redesignated as long-term capital gain.

Please retain this information for your records.

 

 

68      Salomon Brothers Capital and Income Fund Inc. 2005 Annual Report



  Salomon Brothers
Capital and Income Fund Inc.
125 Broad Street
10th Floor, MF-2
New York, New York 10004
Telephone 1-888-777-0102
       
  DIRECTORS    INVESTMENT MANAGER 
  Carol L. Colman    AND ADMINISTRATOR 
  Daniel P. Cronin    Salomon Brothers Asset 
  Leslie H. Gelb       Management Inc. 
  R. Jay Gerken, CFA    399 Park Avenue 
  William R. Hutchinson    New York, New York 10022 
  Riordan Roett     
  Jeswald W. Salacuse    CUSTODIAN 
      State Street Bank 
  OFFICERS       & Trust Company 
  R. Jay Gerken, CFA    225 Franklin Street 
  Chairman, President and    Boston, Massachusetts 02110 
  Chief Executive Officer     
      TRANSFER AGENT 
  Andrew B. Shoup    American Stock Transfer & 
  Senior Vice President and       Trust Company 
  Chief Administrative Officer    59 Maiden Lane 
      New York, New York 10038 
  James E. Craige, CFA     
  Executive Vice President    INDEPENDENT REGISTERED 
      PUBLIC ACCOUNTING FIRM 
  Mark J. McAllister, CFA    KPMG LLP 
  Executive Vice President    345 Park Avenue 
      New York, NY 10154 
  Michael Sedoy, CFA     
  Executive Vice President    LEGAL COUNSEL 
      Simpson Thacher & Bartlett LLP 
  Beth A. Semmel, CFA    425 Lexington Avenue 
  Executive Vice President    New York, New York 10017 
       
  Frances M. Guggino    NEW YORK STOCK 
  Chief Financial Officer and    EXCHANGE SYMBOL 
  Treasurer    SCD 
       
  Andrew Beagley     
  Chief Compliance Officer     
       
  Wendy S. Setnicka     
  Controller     
       
  Robert I. Frenkel     
  Secretary and Chief Legal Officer     


 

 

 

 

 

This report is transmitted
to the shareholders of
Salomon Brothers Capital
and Income Fund Inc. for
their information. This is not
a prospectus, circular or rep-
resentation intended for use
in the purchase of shares of
the Fund or any securities
mentioned in this report.

American Stock Transfer
& Trust Company
59 Maiden Lane
New York, New York 10038

SAM0821           05-9417

 




 

Salomon Brothers Capital and
Income Fund Inc.

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, 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 Funds 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 1-800-725-6666.

Information on how the Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-725-6666, (2) on the Fund’s website at www.citigroupam.com 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 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 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 October 31, 2005. The 
aggregate fees billed in the last two fiscal years ending October 
31, 2004 and October 31, 2005 (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 $72,000 in 2004 and $53,000 in 2005. KPMG has not billed the 
Registrant for professional services rendered as of October 31, 
2005. 
 
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 2004 and $8,500 in 
2005. 
 
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 Capital and Income Fund (“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 $5,900 in 2004 and $0 
in 2005. 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 October 31, 2005, 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) 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 Capital and Income Fund, requiring pre-approval by the 
  Audit Committee for the period May 6, 2003 through October 31, 2004 
  and for the year ended October 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 pf 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 were $0.0 and 
  $1.3 million, respectively, all of which were pre-approved by the 
  Audit Committee. 
   
  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 Capital and 
  Income Fund 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 Capital and Income Fund, the 
  percentage of fees that were approved by the audit committee, with 
  respect to: Audit-Related Fees were 100% and 100% for 2004 and 
  2005; Tax Fees were 100% and 100% for 2004 and 2005; and Other Fees 
  were 100% and 100% for 2004 and 2005. 
   
  (f) N/A 
   
  (g) Non-audit fees billed by PwC for services rendered to Salomon 
  Brothers Capital and Income Fund and CAM and any entity 
  controlling, controlled by, or under common control with CAM that 
  provides ongoing services to Salomon Brothers Capital and Income 
  Fund during the reporting period were $6.4 million and $2.7 million 
  for the years ended October 31, 2004 and October 31, 2005, 
  respectively. 
   
  Non-audit fees billed by KPMG for services rendered to Salomon 
  Brothers Capital and Income Fund and CAM and any entity 
  controlling, controlled by, or under common control with CAM that 
  provides ongoing services to Salomon Brothers Capital and Income 
  Fund during the reporting period was $75,000 and $0 for the years 
  ended October 31, 2004 and October 31, 2005, 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 Capital and Income Fund‘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 Capital and Income Fund 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. 
 
Not applicable. 
 
ITEM 7. 
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END 
MANAGEMENT INVESTMENT COMPANIES. 
 
The Board of Directors of the Fund has delegated the authority to 
develop policies and procedures relating to proxy voting to the 
Manager. The Manager is part of Citigroup Asset Management (“CAM”), 
a group of investment adviser affiliates of Citigroup, Inc. 
(“Citigroup”). Along with the other investment advisers that 
comprise CAM, the Manager has adopted a set of proxy voting 
policies and procedures (the “Policies”) to ensure that the Manager 
votes proxies relating to equity securities in the best interest of 
clients. 
 
In voting proxies, the Manager is guided by general fiduciary 
principles and seeks to act prudently and solely in the best 
interest of clients. The Manager 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. The Manager may utilize an external 
service provider to provide it with information and/or a
recommendation with regard to proxy votes. However, such 
recommendations do not relieve the Manager of its 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. 
   
  In furtherance of the Manager’s goal to vote proxies in the best 
  interest of clients, the Manager follows procedures designed to 
  identify and address material conflicts that may arise between the 
  Manager’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 (including 
  employees of the Manager) in writing that they are under an 
  obligation (i) to be aware of the potential for conflicts of 
  interest 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 
  and the Manager’s business, and (ii) to bring conflicts of interest 
  of which they become aware to the attention of compliance 
  personnel. The Manager also maintains and considers a list of 
  significant relationships that could present a conflict of interest 
  for the Manager in voting proxies. The Manager is also sensitive 
  to the fact that a significant, publicized relationship between an 
  issuer and a non-CAM affiliate might appear to the public to 
  influence the manner in which the Manager decides to vote a proxy 
  with respect to such issuer. Absent special circumstances or a 
  significant, publicized non-CAM affiliate relationship that CAM or 
  the Manager for prudential reasons treats as a potential conflict 
  of interest because such relationship might appear to the public to 
  influence the manner in which the Manager decides to vote a proxy, 
  the Manager generally takes the position that non-CAM relationships 
  between Citigroup and an issuer (e.g. investment banking or 
  banking) do not present a conflict of interest for the Manager in 
  voting proxies with respect to such issuer. Such position is based 
  on the fact that the Manager is operated as an independent business 
  unit from other Citigroup business units as well as on the 
  existence of information barriers between the Manager and certain 
  other Citigroup business units. 
   
  CAM maintains a Proxy Voting Committee, of which the Manager 
  personnel are members, to review and address conflicts of interest 
  brought to its attention by compliance personnel. A proxy issue 
  that will be voted in accordance with a stated position on an 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 the Manager’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, the Manager’s 
  decision-making in voting proxies. If it is determined by the 
  Proxy Voting Committee that a conflict of interest is not material, 
  the Manager 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. Methods of resolving a 


  material conflict of interest may include, but are not limited to, 
  disclosing the conflict to clients and obtaining their consent 
  before voting, or suggesting to clients that they engage another 
  party to vote the proxy on their behalf. 
       
ITEM 8.  [RESERVED] 
       
ITEM 9.  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT 
  COMPANY AND AFFILIATED PURCHASERS. 
       
  Not applicable. 
       
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)(1)  Code of Ethics attached hereto. 
       
  Exhibit 99.CODE ETH 
       
  (a)(2)  Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto. 
       
  Exhibit 99.CERT 
 
       
  (b)  Certifications pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002 attached hereto.
       
  Exhibit 99.906CERT 
       


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 Capital and Income Fund Inc.

By:  /s/ R. Jay Gerken 
  (R. Jay Gerken) 
  Chief Executive Officer of 
  Salomon Brothers Capital and Income Fund Inc. 
   
Date:    January 9, 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 Capital and Income Fund Inc. 
   
Date:    January 9, 2006
   
By:  /s/ Frances M. Guggino 
  (Frances M. Guggino) 
  Chief Financial Officer of 
  Salomon Brothers Capital and Income Fund Inc. 
   
Date:    January 9, 2006