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CORRESP
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CORRESP

 Simpson Thacher & Bartlett LLP

900 G STREET, NW

WASHINGTON, D.C. 20001

 TELEPHONE: +1-202-636-5500

 FACSIMILE: +1-202-636-5502

 Direct Dial Number

 (202) 636-5806

 E-mail Address

ryan.brizek@stblaw.com

 May 11, 2023

 VIA EDGAR

 Rebecca Marquigny

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Western Asset Managed Municipals Fund Inc.

Registration Statement on Form N-14, File
No. 333-270683

 Dear Ms. Marquigny:

On behalf of Western Asset Managed Municipals Fund Inc. (“MMU”), we are providing the following responses to comments received by
telephone from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on April 17, 2023 relating to the above-referenced registration statement on Form
N-14 originally filed with the Commission on March 17, 2023 (the “Registration Statement”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”)
system.

 For convenience of reference, the comments of the Staff have been reproduced herein. Please note that all page numbers in our
responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.

1.
 As a general comment, the purpose of Form N-14 is to provide
investors with essential information about reorganizations (each, a “Merger” and collectively, the “Mergers”) in a way to help investors make informed decisions. Currently, the Registration Statement is too long and complex and
does not highlight what investors need to know. The narrative descriptions are not presented in a way that helps investors understand how the proposed reorganization is going to impact the share class they hold. Please review and revise the
disclosure as appropriate. In particular, please focus on describing the material changes so investors of each share class of each Fund understand the how the transaction will impact:

•

 the nature of their investment;

•

 the differences between costs and expenses they are currently paying and those they will pay as
stockholders of MMU following the Mergers; and

Securities and Exchange Commission

May 11, 2023

•

 the new risks that the stockholders will face as investors in MMU following the Mergers.

 MMU confirms that it will review, and revise as necessary, the current disclosure in its Registration Statement in light
of the comments outlined in this comment response letter and will otherwise highlight material information for stockholders to know as they consider whether to vote to approve each Merger.

2.
 In the Stockholder Letter, the Staff notes that the slate of directors for each Fund’s Board of
Directors (the “Board”) is the same. If that is the case, please state that fact in the Shareholder Letter for context. Alternatively, supplementally explain why such a statement would not be appropriate disclosure in the Shareholder
Letter.

 MMU confirms that it will note in the Stockholder Letter that the directors for each Fund’s Board
are the same.

3.
 In the Stockholder Letter, the disclosure refers to two target funds, Western Asset Municipal Partners
Fund Inc. (“MNP”) and Western Asset Intermediate Muni Fund Inc. (“SBI” and together with MNP, the “Target Funds”), and one acquiring fund (MMU and together with the Target Funds, the “Funds”). Each Fund also
describes three share classes: common stock, Auction Rate Cumulative Preferred Stock (“ARPS”) and Variable Rate Demand Preferred Stock (“VRDPS”). However the references to the Funds and the share classes are not presented in a
clear and organized format. For example, one paragraph, indicates that only MNP and MMU have ARPS shares outstanding. Later, text suggests that SBI has or had ARPS outstanding that were not previously mentioned in the first reference. Provide a
clear statement as of each Fund’s share class structure as of 12/31/22, immediately prior to proposed Mergers and immediately after the Mergers, if approved and consummated.

MMU confirms that throughout the Registration Statement, it will revise its disclosure to clearly indicate that the common stock, preferred
stock (including series of ARPS and VRDPS) and leverage information for each Fund is presented as of March 31, 2023. As of that date, MMU and MNP each have common stock, VRDPS and ARPS outstanding and SBI has only common stock and VRDPS
outstanding.

 Following shareholder approval of the Mergers and prior to the closing of the Mergers, MMU and MNP will redeem their
remaining outstanding ARPS in accordance with their terms as outlined in the respective Articles Supplementary. However, the redemption of the outstanding ARPS for MMU and MNP will only occur if the Mergers are approved.

In connection with the Mergers, MMU will issue to the holders of MNP’s and SBI’s outstanding VRDPS newly issued shares of MMU’s
VRDPS with the same aggregate liquidation preference and terms as MNP’s Series 1 VRDPS and SBI’s Series 1 VRDPS, respectively, issued and outstanding immediately before the date of the Mergers.

Following the completion of the Mergers, MMU will only have common stock and VRDPS outstanding.

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4.
 In the Stockholder Letter, regarding the redemption of MNP’s ARPS, clearly state how the redemption
price the MNP ARPS holders will receive will be determined. Will the redemption price be any different than what the MNP ARPS were worth in the most recent set of financial statements? If the MNP ARPS holders will receive a redemption premium, who
bears that cost and how much will it be? Please describe any other negative impacts that other stockholders could experience in the transaction as a result of the ARPS redemption. Please also state if the Board considered these impacts in approving
the Mergers.

 The requested change has been made. If the Merger of MNP into MMU is approved by stockholders of
MNP and MMU, the Fund’s confirm that MNP’s existing ARPS will be redeemed in accordance with their terms, and the redemption price per share for the ARPS will be equal to the sum of $50,000 plus any accumulated, but unpaid dividends
thereon. This price is consistent with the requirements for optional redemptions under the Articles Supplementary for the ARPS and is equivalent to what the MNP ARPS were worth in the most recent set of financial statements. The Funds confirm that
the holders of MNP’s ARPS will not receive a premium as part of this redemption, and that MNP’s other stockholders are not expected to be negatively impacted as a result of the redemption of MNP’s ARPS.

5.
 In the Stockholder Letter, for each exchange where a Target Fund’s preferred shareholder will become
an MMU preferred shareholder, describe supplementally the legal and regulatory issues the Board and the Funds considered, specifically including potential dilution. How did the Board reach the conclusion that the Mergers were in the best interest of
all the Funds and their stockholders based on the relative impact on each share class involved?

 As described in
the Stockholder Letter and elsewhere in the Registration Statement, the interests of the existing stockholders of the Target Funds, including preferred stockholders, will not be diluted as a result of the Mergers. The principal factor considered by
the Board of each Fund in determining that the Mergers would not result in a dilution of the interests of the Funds or their stockholders was that the Mergers would be effected on the basis of the relative net asset values of each Fund. With respect
to the Funds’ preferred stock, MMU confirms that it will issue and deliver to each Target Fund newly issued shares of MMU’s VRDPS with the same aggregate liquidation preference and terms as SBI’s Series 1 VRDPS and MNP’s Series 1
VRDPS, respectively, issued and outstanding immediately before the date of the Merger. As the per share liquidation preference for the newly issued shares of MMU’s VRDPS that will be issued to replace MNP’s Series 1 VRDPS will be equal to
the per share liquidation preference of the existing MMU’s Series 1 VRDPS, MMU will issue a corresponding number of newly issued shares of MMU’s VRDPS so that the aggregate liquidation preference for the replaced MNP’s Series 1 VRDPS
remains unchanged as a result of the Mergers.

 The Board considered a number of factors when determining whether the Mergers were in the
best interest of the Funds, including how the Mergers were expected to impact current stockholders, and the factors they considered are identified in the Proxy Statement/Prospectus, specifically in the “Reasons for the Mergers and Board
Considerations” section.

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Securities and Exchange Commission

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6.
 The Stockholder Letter states that MMU will issue additional VRDPS to replace its ARPS that are issued
and outstanding as of December 31, 2022. For context, please explain why that date is relevant to the valuing of ARPS and VRDPS for each Target Fund and evaluating the leverage of each Target Fund.

MMU confirms that it will revise the Registration Statement to remove disclosure stating that MMU will issue additional VRDPS to replace any of
the ARPS outstanding as of December 31, 2022. As stated in response to Comment 3 above, leverage information is the Registration Statement will be updated to be as of March 31, 2023, and MMU confirms that it will only issue new VRDPS to
replace the outstanding VRDPS for both MNP and SBI. If the Mergers are approved by stockholders, all outstanding ARPS will be redeemed in accordance with their terms prior to the completion of the Mergers and no additional shares of preferred stock
of MMU will be issued to replace the ARPS.

7.
 The Stockholder Letter includes the following sentence: “In connection with the Mergers but separate
from the issuance of new shares of MMU’s VRDPS to each Target Fund’s current VRDPS holders and as a replacement for each Target Fund’s redeemed ARPS, MMU will issue additional shares of VRDPS to enable MMU to seek to approximately
maintain its current level of leverage.” Please clarify the meaning of this sentence, including an explanation as to whom the additional shares of VRDPS will be issued and what is the purpose of the issuance.

MMU confirms that it will remove this sentence (and any similar disclosure) from the Registration Statement, as it no longer plans to issue new
shares of VRDPS to seek to approximately maintain its current level of leverage.

8.
 The Stockholder Letter states that each Target Fund is diversified. Please state that MMU is non-diversified where appropriate as well.

 MMU confirms that it will revise
the disclosure in the Stockholder Letter and throughout the Registration Statement where MNP and SBI are identified as “diversified management investment companies” to also disclose that MMU is a
non-diversified management investment company

9.
 At the end of the Stockholder Letter, please restate the date that proxy cards need to be received by the
proxy solicitor in order to be counted.

 MMU confirms that it will revise the Stockholder Letter to state the
date that proxy cards need to be received by the proxy solicitor in order to be counted.

10.
 Regarding the second question in the section entitled “Common Questions About the Proposed
Merger” (the “Q&A Section”), please clarify that the Target Funds’ stockholders are voting with respect to each Merger as a whole rather than individual classes and explain what that means to investors that only hold one
share class. Consider providing a graphic showing each Fund’s share class and the effect on that share class if both Mergers are approved or if only one Merger is approved.

MMU confirms it will update the disclosure in the Q&A Section to state that the stockholders of each Target Fund are voting on the Target
Fund’s respective Merger as a single class.

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11.
 If it is true that neither Merger is contingent upon the other, please add language to the Q&A
Section where appropriate that the fees and expenses presented in the Registration Statement are based on the assumption that both Mergers are approved, and that the fees and expenses would be different if only one of the Mergers took occurred.

 MMU confirms it will revise the disclosure in the Q&A Section to state that the fees and expenses presented
are based on the assumption that both Mergers are approved where noted. MMU also confirms that it already provides information in the pro forma tables in the Proxy Statement/Prospectus regarding the fees and expenses for each Fund if only one Merger
is approved.

12.
 On page 2 of the Q&A Section, please explain what happened to the holders of SBI’s ARPS.

 MMU confirms it will add disclosure in the Q&A Section stating that SBI’s ARPS were fully redeemed on
February 28, 2023.

13.
 On page 3 of the Q&A Section, please clarify how the increase in the total expense ratio for SBI is
proportional to the benefits expected for SBI’s stockholders as a result of the Merger. Will the higher management fees for SBI be proportional to (a) the anticipated increase in shareholder distributions following the Merger or
(b) the increase in SBI’s relative leverage post-Merger?

 MMU confirms that the higher management fees
shown for the pro forma combined fund compared to the management fees for SBI is related to the expected increase in leverage post-Mergers for the combined MMU. Both SBI and MMU currently pay Legg Mason Partners Fund Advisor, LLC (the
“Adviser”) an investment management fee, calculated daily and paid monthly, at an annual rate of 0.55% of their respective average daily net assets (as defined in each Fund’s
prospectus1). For the purposes of calculating the investment management fee under the advisory contracts between each Fund and the Adviser, the aggregate liquidation value of any preferred stock
is not deducted in determining a Fund’s average daily net assets. Accordingly, because MMU currently utilizes more leverage compared to SBI and will issue additional VRDPS in order to replace the VRDPS for both SBI and MNP, the pro forma
combined fund post-Mergers is expected to have higher management fees compared to the SBI’s current management fees.

14.
 Each Fund’s investment management fees are disclosed on page 3 in the Q&A Section. Please
confirm the descriptions of the investment management fees are correct for each Fund. Please ensure throughout the Registration Statement that the terminology used for each Fund’s investment management fees is consistent.

 MMU confirms that it will update the disclosure throughout the Registration Statement as necessary to describe
the management fees for each Fund consistent with its management agreement.

1
 For SBI, see SBI’s registration statement on Form N-2 as
filed on April 28, 2001. For MMU, see MMU’s registration statement on Form N-2 that was filed with the SEC on May 16, 2002.

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15.
 On page 3 in the Q&A section, one of the discussed benefits is “[a]dditional diversification
from a larger pool of assets.” Given that MMU is non-diversified, the reference to additional diversification is confusing. Please consider a substitute term to avoid using “diversification” or
“diversified” in a context otherwise inconsistent with Section 5(b) of the Investment Company Act of 1940, as amended.

MMU confirms it will revise this disclosure to state that “a larger pool of assets creates product efficiencies, such as a more
streamlined product offering.”

16.
 On page 3 in the Q&A section, one of the discussed benefits is a “broad investment
mandate.” Please clarify what you mean by this statement and how it applies here.

 Please see the response
to Comment 15 above. MMU confirms that it will remove the refere