Western Asset Investment Grade Defined Opportunity Trust Inc.
620 Eighth Avenue, 49th Floor
New York, NY 10018
June 23, 2009
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Mailstop 4720, Washington, D.C. 20549
Attn.: Mr. Dominic Minore, Attorney
Re: Western Asset Investment Grade Defined Opportunity Trust Inc.
Pre-Effective Amendment to the Registration Statement on
Form N-2, File Nos. 333-158780 and 811-22294
Ladies and Gentlemen:
Western Asset Investment Grade Defined Opportunity Trust Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the effective date of the above-referenced Registration Statement on Form N-2 be accelerated so that the Registration Statement may become effective at 2:00 p.m., Eastern Standard Time, on June 25, 2009, or as soon thereafter as practicable.
The Registrant hereby acknowledges that:
· the Registrant is responsible for the adequacy and accuracy of the disclosure in the Registration Statement;
· should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the above-referenced Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
· the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
· the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.