Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Managed High Income Portfolio Inc.
(Name of Registrant as Specified in its Charter)

Judith C. Loomis
Name of Person Filing Proxy Statement

Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which transactions applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:1

(4) Proposed maximum aggregate value of transaction:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

MANAGED HIGH INCOME PORTFOLIO INC.
125 Broad Street
New York, New York 10004

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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To Be Held on June 19, 2003

To the Stockholders of Managed High Income Portfolio Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Managed
High Income Portfolio Inc. (the "Fund") will be held at Citigroup Center, 153
E. 53rd Street, 14th Floor Conference Center, New York, New York, on June 19,
2003 at 3:00 p.m. (New York Time) for the following purposes:

1. To elect two Class II directors of the Fund.

2. To consider and vote upon such other matters as may properly come before
the meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on April 22, 2003 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting and any adjournments thereof.

By Order of the Board of Directors,

CHRISTINA T. SYDOR
Secretary

New York, New York
May 20, 2003

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YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.

3. All Other Accounts: The capacity of the individual signing the proxy
should be indicated unless it is reflected in the form of registration. For
example:

Registration Valid Signature
------------ ---------------

Corporate Accounts
(1) ABC Corp........................... ABC Corp.
(2) ABC Corp........................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer............ John Doe
(4) ABC Corp. Profit Sharing Plan...... John Doe, Trustee
Trust Accounts
(1) ABC Trust.......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78..................... Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA...... John B. Smith
(2) Estate of John B. Smith............ John B. Smith, Jr.,
Executor

MANAGED HIGH INCOME PORTFOLIO INC.
125 Broad Street
New York, New York 10004

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 19, 2003

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PROXY STATEMENT

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INTRODUCTION

This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Managed High Income Portfolio Inc. ("the
Fund") of proxies to be voted at the Annual Meeting of Stockholders (the
"Meeting") of the Fund, to be held at Citigroup Center, 153 E. 53rd Street,
14th Floor Conference Center, New York, New York, on June 19, 2003 at 3:00 p.m.
(New York Time) and at any adjournments thereof, for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders (the "Notice").

Proxy solicitations will be made primarily by mail but proxy solicitations
also may be made by telephone, telegraph or personal interview conducted by
officers of the Fund, officers and regular employees of Citigroup Global
Markets Inc. ("CGM"); Smith Barney Fund Management LLC ("SBFM" or the
"Manager"), the Fund's investment advisor and administrator; and/or PFPC Global
Fund Services ("PFPC"), the Fund's transfer agent. The cost of soliciting
proxies will be borne by the Fund. The Fund will also reimburse brokerage firms
and others for their expenses in forwarding solicitation materials to the
beneficial owners of shares.

The Annual Report of the Fund, including audited financial statements for
the fiscal year ended February 28, 2003 has previously been furnished to all
stockholders of the Fund. This proxy statement and form of proxy are first
being mailed to stockholders on or about May 20, 2003. The Fund will provide,
without charge, additional copies of the annual report to any stockholder upon
request by calling the Fund at 1-800-331-1710.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" the proposal. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and

broker "non-votes" (i.e. proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which
the brokers or nominees do not have discretionary power) will be treated as
shares that are present but which have not been voted. Because the requisite
approval of the proposal is measured by a portion of the votes actually cast,
abstentions and broker "non-votes" will have no impact on the requisite
approval of a proposal. Proposal 1 requires for approval the affirmative vote
of a plurality of the votes cast at the Meeting with a quorum present. Any
proxy may be revoked at any time prior to the exercise thereof by submitting
another proxy bearing a later date, by giving written notice to the Secretary
of the Fund at the Fund's address indicated on the prior page, or by voting in
person at the Meeting.

The Board knows of no business other than that specifically mentioned in the
Notice to be presented for consideration at the Meeting. If any other matters
are properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment to the extent
permissible under applicable law.

The Board of Directors of the Fund has fixed the close of business on April
22, 2003 as the record date (the "Record Date") for the determination of
stockholders of the Fund entitled to notice of and to vote at the Meeting or
any adjournments thereof. Stockholders of the Fund on that date will be
entitled to one vote on each matter for each share held, and a fractional vote
with respect to fractional shares, with no cumulative voting rights. At the
Record Date, the Fund had outstanding 45,193,154.096 shares of Common Stock,
par value $.001 per share, the only authorized class of stock, of which
44,479,753.00 shares, or 98.42% were held in accounts, but not beneficially
owned by, CEDE & CO., as nominee for The Depository Trust Company. As of the
Record Date, the officers and Board members of the Fund in the aggregate
beneficially owned less than 1% of the outstanding shares of the Fund.

In the event that a quorum is not present at the Meeting, or if a quorum is
present but sufficient votes in favor of the proposal set forth in the Notice
and this Proxy Statement are not received by the time scheduled for the
Meeting, the persons named as proxies may move for one or more adjournments of
the Meeting to permit further solicitation of proxies with respect to such
proposal. In determining whether to adjourn the Meeting, the following factors
may be considered: the nature of the proposal that is the subject of the
Meeting, the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to stockholders with respect to the reasons for the
solicitation. Any such adjournment will require the affirmative vote of a
majority of the shares present at the Meeting in person or by proxy. The
persons named as proxies will vote in favor of such adjournment those shares
which they are entitled

to vote and which have voted in favor of such proposal. A shareholder vote may
be taken on one of the proposals prior to such adjournment of sufficient votes
have been received and it is otherwise appropriate. Under the Fund's By-Laws a
quorum is constituted by the presence in person or by proxy of the holders of a
majority of the outstanding Shares entitled to vote at the meeting.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Board of Directors of the Fund is currently classified into three
classes. The term of the directors currently serving in Class II are expiring
at the Meeting. The Board has nominated the current Class II directors, R. Jay
Gerken and Robert A. Frankel to serve as Class II directors; to serve for a
term of three years (until the 2006 Annual Meeting of Stockholders) or until
their successors have been duly elected and qualified. The affirmative vote of
a plurality of the votes cast at the Meeting at which a quorum is present is
sufficient to elect each nominee. It is the intention of the persons named in
the enclosed proxy to vote "FOR" the election of the persons listed below as
nominees.

One Director previously serving in Class II, Heath B. McLendon, resigned as
Chairman and Director of the Fund in order to serve as Chairman of the Equity
Research Policy Committee of Smith Barney Inc. Mr. R. Jay Gerken is currently
serving as a Director, having been nominated and elected by the Board of
Directors at a meeting held September 12, 2002, in order to fill the vacancy
resulting from Mr. McLendon's resignation. Mr. Gerken has been nominated by the
Board of Directors to be elected at the Meeting to serve as a Class II
Director. Mr. Frankel is currently a member of the Board of Directors and has
previously been elected as a Director by the Fund's stockholders.

Each of the nominees has consented to serve if elected at the Meeting. The
Board knows of no reason why the Class II director nominees listed below will
be unable to serve, but in the event of any such unavailability, the proxies
received will be voted for such substitute nominees as the Board may recommend.

Certain information concerning the director nominees is set forth below.

Number of
Portfolios
Term of in Fund
Office Complex
and Overseen Other
Position(s) Length Principal by Director Directorships
Held with of Time Occupation(s) (including Held by
Name, Address and Age Fund Served During Past 5 Years the Fund) Director
- ------------------------ ----------- ------- ---------------------- ----------- -------------

CLASS II DIRECTOR NOMINEES

Non-Interested Director:

Robert A. Frankel+....... Director Since Managing Partner, 24 None
Age: 75 2000 Robert A. Frankel
Management
Consultants

Interested Director:

R. Jay Gerken*+.......... Chairman, Since Managing Director of 225 None
399 Park Avenue President 2002 CGM; Chairman,
New York, NY 10022 and Chief President and Chief
Age: 52 Executive Executive Officer of
Officer SBFM, Travelers
Investment Adviser,
Inc. ("TIA") and Citi
Fund Management Inc.;
formerly portfolio
manager, Smith Barney
Growth and Income
Fund (1994-2000) and
Smith Barney
Allocation Series Inc.
(1996-2001); Chairman
or Co-Chairman of
seventy-three
investment companies
affiliated with
Citigroup.

- --------
* An "interested person" of the Fund, as defined in the 1940 Act, because he
is a Managing Director of CGM, which is an affiliate of SBFM, the Fund's
Investment Manager.
+ Director, Trustee and/or general partner of other investment companies
registered under the Investment Company Act with which CGM is affiliated.

Certain information concerning the remainder of the Board, composed of the
Class I and Class III Directors, none of whom will stand for election at the
Meeting, as their terms will expire in 2005 and 2004, respectively, is set
forth below.

Number of
Portfolios
Term of in Fund
Office Complex
and Principal Overseen Other
Position(s) Length Occupation(s) by Director Directorships
Held with of Time During Past (including Held by
Name, Address and Age Fund Served* 5 Years the Fund) Director
--------------------- ----------- ------- ------------- ----------- -------------

CLASS I DIRECTORS

Non-Interested Directors:

Allan J. Bloostein+...... Director Since President, Allan J. 35 Director of
Age: 73 2001 Bloostein Associates Taubman
(Consultants) Centers, Inc.

Paul Hardin+............. Director Since Chancellor Emeritus 36 None
Age: 71 1993 and Professor of Law
at the University of
North Carolina at
Chapel Hill

George M. Pavia+......... Director Since Senior Partner, Pavia 7 None
Age: 75 1993 & Harcourt
(Attorneys)

CLASS III DIRECTORS

Non-Interested Directors:

Dwight B. Crane+......... Director Since Professor, Harvard 51 Director, Micro
Age: 65 2001 Business School Forum, Inc.

Paolo M. Cucchi+......... Director Since Vice President and 7 None
Age: 61 1993 Dean of College of
Liberal Arts at Drew
University

William R. Hutchinson+... Director Since President, WR 7 Director,
Age: 60 2001 Hutchison & Associated Bank;
Associates, Inc. Director,
(Consultants); formerly Associated
Group Vice President, Banc-Corp.
Mergers &
Acquisitions, BP
Amoco p.l.c.

- --------
+ Director, Trustee and/or general partner of other investment companies
registered under the Investment Company Act with which CGM is affiliated.

The Fund's executive officers are chosen each year at the first meeting of
the Board of the Fund following the Meeting, to hold office until the meeting
of the Board following the next Meeting and until their respective successors
are duly elected and qualified.

Position(s) Held
with Fund Principal Occupation(s)
Name, Address and Age (Year First Elected) During Past 5 Years
--------------------- -------------------- -----------------------

Officers:

Lewis E. Daidone........ Senior Vice President Managing Director, CGM; Director and
CGM (1994) and Chief Senior Vice President of SBFM and TIA;
125 Broad Street Administrative former Chief Financial Officer and
New York, NY 10004 Officer (2002) Treasurer of certain mutual funds
Age: 45 associated with Citigroup

Richard Peteka.......... Treasurer and Chief Director and Head of Internal Control for
CGM Financial Officer Citigroup Asset Management U.S. Mutual
125 Broad Street (2002) Fund Administration from 1999-2002;
New York, NY 10004 Vice President and Head of Mutual Fund
Age: 41 Administration at Oppenheimer Capital

Kaprel Ozsolak.......... Controller (2002) Vice President of CGM
CGM
125 Broad Street
New York, NY 10004
Age: 37

Beth A. Semmel, CFA..... Vice President and Managing Director of Salomon Brothers
CGM Investment Officer Asset Management Inc ("SBAM")
399 Park Avenue (2002)
4th Floor
New York, NY 10022
Age: 42

Peter J. Wilby, CFA..... Vice President and Managing Director of SBAM
CGM Investment Officer
399 Park Avenue (2002)
4th Floor
New York, NY 10022
Age: 44

Christina T. Sydor...... Secretary (1994) Managing Director, CGM; General
CGM Counsel and Secretary, SBFM and TIA
300 First Stamford Place
Stamford, CT 06902
Age: 52

The following table provides information concerning the dollar range of
equity securities in the Fund and the aggregate dollar range of equity
securities in the SBFM Family of Investment Companies (as defined below)
beneficially owned by each Director as of December 31, 2002.

Aggregate Dollar Range of
Dollar Range Equity Securities in
of Equity All Funds Overseen by
Securities in Director in SBFM Family of
Name of Director/Nominee the Fund*(1)(2) Investment Companies*(1)(3)
------------------------ --------------- ---------------------------

Non-Interested Directors/Nominees
Allan J. Bloostein..... A E
Dwight B. Crane........ A D
Paolo M. Cucchi........ B B
Robert A. Frankel...... A E
Paul Hardin............ C E
William R. Hutchinson.. B B
George M. Pavia........ A A
Interested Director/Nominee
R. Jay Gerken.......... B E

- --------
* The dollar ranges are as follows: "A" = none; "B" = $1-$10,000; "C" =
$10,001-$50,000; "D" = $50,001-$100,000; "E" = over $100,000.
(1)This information has been furnished by each director as of December 31,
2002. "Beneficial Ownership" is determined in accordance with Rule
16a-1(a)(2) promulgated under the Securities Exchange Act of 1934 ("1934
Act").
(2)The Fund's directors and officers, in the aggregate, own less than 1% of the
Fund's outstanding equity securities.
(3)"Family of Investment Companies" means those registered investment companies
that share an investment adviser and that hold themselves out to investors
as related companies for purposes of investment and investor services.

Under the federal securities laws, the Fund is required to provide to
shareholders, for each nominee for election as Director of the Fund who is not
an "interested person" as defined in the Investment Company Act of 1940 ("1940
Act"), each "non-interested" Director and his or her immediate family members,
information as to each class of securities owned beneficially or of record in
SBFM or person or entity (other than a Fund) directly or indirectly
controlling, controlled by or under common control with SBFM. SBFM is an
indirect wholly-owned subsidiary of Citigroup Inc. As of December 31, 2002, as
reported to the Fund, none of the nominees for election as Director who are not
"interested persons" of the Fund, none of the "non-interested" Directors and
none of their immediate family members owned beneficially or of record
securities issued by Citigroup Inc.

During the fiscal year ended February 28, 2003, each Director who was not a
director, officer, partner, co-partner or employee of CGM, or any affiliate
thereof,

received $5,000 per annum plus $500 per in-person Board Meeting and $100 per
telephonic Board meeting. Officers of the Fund are compensated by SSB.
Aggregate fees and expenses (including reimbursement for travel and
out-of-pocket expenses) of $13,860 were paid to such Directors by the Fund
during the calendar year ended December 31, 2002.

Under the federal securities laws, the Fund is required to provide to
shareholders in connection with the Meeting information regarding compensation
paid to the Directors by the Fund, as well as by the various other investment
companies advised by SBFM. The following table provides information concerning
the compensation paid to each Director by the Fund during the fiscal year ended
February 28, 2003 and from the fund complex for the year ended December 31,
2002. All officers of the Fund are employees of and are compensated by CGM.
None of the Fund's executive officers or Directors who are also officers or
directors of CGM received any compensation from the Fund for such period. The
Fund does not provide any pension or retirement benefits to Directors, although
Directors who have served the Fund for at least 10 years and have reached at
least the age of 70, but not more than 80, may become emeritus directors for a
period of up to 10 years at fees of one-half the fees paid to a Director.

Total
Compensation
From Fund
Aggregate and Fund
Compensation Complex Paid
Name of Director From Fund to Directors
---------------- ------------ ------------

Non-Interested Directors
Allan J. Bloostein... $7,400 $122,250
Dwight B. Crane...... 7,100 152,200
Paolo M. Cucchi...... 7,400 44,400
Robert A. Frankel.... 7,600 73,450
Paul Hardin.......... 7,400 132,300
William R. Hutchinson 7,400 46,750
George M. Pavia...... 7,300 57,800
Interested Director
R. Jay Gerken........ 0 0

During the fiscal year ended February 28, 2003, the Board convened 6 times.
Each Director attended at least seventy-five percent of the aggregate number of
meetings of the Board and any committees on which he served during the period
for which he was a Director.

Messrs. Bloostein, Crane, Cucchi, Frankel, Hardin, Hutchison and Pavia
constitute the Fund's Audit Committee, which is composed of Directors who are
"non-interested" persons of the Fund and who are independent (as such term is
defined by the New York Stock Exchange's listing standards). The Audit
Committee convened 1 time during the fiscal year ended February 28, 2003. The

principal functions of the Audit Committee are: (i) to recommend to the Board
the appointment of the Fund's independent auditors; (ii) to review the
independent auditors the scope and anticipated cost of their audit; and (iii)
to receive and consider a report from the independent auditors concerning their
conduct of the audit, including any comments or recommendations they might want
to make in that connection. The Directors constituting the Fund's Audit
Committee also constitute the Fund's Nominating Committee, which is composed of
"non-interested" Directors of the Fund. The Nominating Committee did not meet
during the fiscal year ended February 28, 2003. The Nominating Committee
selects and nominates new non-interested directors. The Nominating Committee
will accept nominations for the office of Director made by shareholders in a
written request addressed to the Secretary of the Fund which includes
biographical data and sets forth the qualifications of the proposed nominee.
The Fund does not have a Compensation Committee.

REPORT OF THE AUDIT COMMITTEE

Pursuant to a meeting of the Audit Committee on April 23, 2003, the Audit
Committee reports that it has (i) reviewed and discussed the Fund's audited
financial statements with management; (ii) discussed with KPMG LLP ("KPMG"),
the independent auditors to the Fund the matters (such as the quality of the
Fund's accounting principles and internal controls) required to be discussed by
Statement on Auditing Standards No. 61; Communications with Audit Committees,
as currently modified or supplemented, including, but not limited to, the scope
of the Fund's audit, the Fund's financial statements and the Fund's accounting
controls, and (iii) received written confirmation from KPMG that it is
independent and written disclosures regarding such independence as required by
Independence Standards Board Standard No. 1, and discussed with KPMG the
auditor's independence.

Pursuant to the Audit Committee Charter adopted by the Fund's Board, the
Audit Committee is responsible for conferring with the Fund's independent
public accountants, reviewing annual financial statements and recommending the
selection of the Fund's independent public accountants. The Audit Committee
advises the full Board with respect to accounting, auditing and financial
matters affecting the Fund. The independent public accountants are responsible
for planning and carrying out the proper audits and reviews of the Fund's
financial statements and expressing an opinion as to their conformity with
accounting principles generally accepted in the United States of America.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for

accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts
presented to it or representations made by management or the independent public
accountants. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles and policies, or internal
controls and procedures, designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit
Committee's considerations and discussions referred to above do not provide
assurance that the audit of the Fund's financial statements has been carried
out in accordance with generally accepted accounting standards or that the
financial statements are presented in accordance with generally accepted
accounting principles.

Based on review and discussions referred to in items (i) through (iii)
above, the Audit Committee recommended to the Board (and the Board has
approved) that the audited financial statements be included in the Fund's
annual report for the Fund's fiscal year ended February 28, 2003

Submitted by the Audit Committee of the Fund's
Board of Directors

Allan J. Bloostein
Dwight B. Crane
Paolo M. Cucchi
Robert A. Frankel
Paul Hardin
William R. Hutchinson
George M. Pavia

INDEPENDENT PUBLIC ACCOUNTANTS

At a meeting held on February 5, 2003, the Audit Committee approved the
selection of KPMG for the fiscal year ending February 28, 2004. KPMG has
informed the Fund that it has no material direct or indirect financial interest
in the Fund.

No representative of KPMG will be available at the Meeting to answer
questions, although KPMG has been given an opportunity to make a statement.

Audit Fees. Fees for the annual audit of the Fund's financial statements by
KPMG for the fiscal year ended February 28, 2003 were $31,500.

Financial Information Systems Design and Implementation Fees. There were no
fees billed for financial information systems design and implementation
services rendered by KPMG to the Fund, SBFM and entities controlling,
controlled by or under common control with SBFM that provide services to the
Fund for the fiscal year ended February 28, 2003.

All Other Fees. The aggregate fees billed for all other non-audit services,
including fees for tax related services, rendered by KPMG to the Fund, SBFM and
entities controlled by or affiliated with SBFM that provide services to the
Fund for the fiscal year ended February 28, 2003 were $2,600. The Audit
Committee of the Fund has determined that provision of these non-audit services
is compatible with maintaining the independence of KPMG.

REQUIRED VOTE

Proposal 1 requires for approval the affirmative vote of a majority of votes
cast at the Meeting with a quorum present, in person or by proxy, by the
shareholders of the Fund voting on the matter. Because abstentions and broker
non-votes are not treated as shares voted, abstentions and broker non-votes
would have no impact on Proposal 1.

The Board of Directors, including the "non-interested" Directors, recommends
that the shareholders vote "FOR" the Fund's nominees for Director.

ADDITIONAL INFORMATION

Beneficial Owners

As of the record date, to the knowledge of the Fund and the Board, no single
person or "group" (as that term is used in section 13(d) of the 1934 Act),
beneficially owned more than 5% of the outstanding shares of the Fund.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require the
Fund's officers and Directors, officers and directors of the investment
adviser, affiliated persons of the investment adviser, and persons who
beneficially own more than ten percent of the Fund's Shares to file reports of
ownership with the Securities and Exchange Commission, the NYSE and the Fund.
Based solely upon its review of the copies of such forms received by it and
written representations from such persons, the Fund believes that, for the
fiscal year ended February 28, 2003, all filing requirements applicable to such
persons were complied with except that timely Form 3 filings may not have been
made by Irving David, Virgil Cumming, Robert Wallace and Michael Day. However,
during the Fund's fiscal year ended February 28, 2003, no purchases or sales
were made by any of the foregoing people and, with the exception of Irving
David, who is no longer employed by SBFM, they have each subsequently filed
Forms 3.

OTHER MATTERS

The Fund knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of Proxy to vote such Proxy in accordance with their judgment on
such matters.

All proxies received will be voted in favor of all proposals, unless
otherwise directed therein.

SUBMISSION OF SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the 2004 Annual Meeting of
Shareholders of the Fund must be received by February 12, 2004 to be included
in the proxy statement and form of proxy relating to that meeting as the Fund
expects that the 2004 Annual Meeting of Shareholders will be held in June of
2004. The shareholder proposal, including any accompanying supporting
statement, may not exceed 500 words. A shareholder desiring to submit a
proposal must be a record or beneficial owner of shares with a market value of
$2,000 and must have held such shares for at least one year. Further, the
shareholder must continue to hold such shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the 1934 Act. The submission by a
shareholder of a proposal for inclusion in the proxy statement does not
guarantee that it will be included.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

By Order of the Board of Directors

CHRISTINA T. SYDOR
Secretary

May 20, 2003

PROXY

MANAGED HIGH INCOME PORTFOLIO INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of Managed High Income Portfolio Inc., a
Maryland corporation (the "Portfolio"), hereby appoints R. Jay Gerken, Christina
T. Sydor and Robert M. Nelson, attorneys and proxies for the undersigned, with
full powers of substitution and revocation, to represent the undersigned and to
vote on behalf of the undersigned all shares of the Portfolio which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Portfolio to be held at Citigroup Center, 14th Floor Conference Center, 153 E.
53rd Street, New York, New York 10022 on June 19, 2003 at 3:00 p.m. (New York
Time) and any adjournments thereof. The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting and Proxy Statement and hereby instructs said
attorney and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.

- ------------- -------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ------------- -------------

[X] Please mark votes as in this example.

The Board of Directors recommends a vote "FOR" the following proposal. This
proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
election of each nominee as director. Please refer to the Proxy Statement for a
discussion of the proposal.

1. ELECTION OF DIRECTORS

Class I nominees: (01) Robert A. Frankel and (02) R. Jay Gerken

FOR WITHHOLD
[ ] [ ]

[ ] _______________________________________
For all nominees except as noted above

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

NOTE: Please sign exactly as your name appears on this
Proxy. If joint owners, EITHER may sign this Proxy.
When signing as attorney, executor, administrator, trustee,
guardian or corporate officer, please give your full title.

Signature: _____________________ Date: __________ Signature: __________________ Date: ___________