Edgar Filing: SALOMON BROTHERS EMERGING MARKETS INCOME FUND II INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e) (2))

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Salomon Brothers Emerging Markets Income Fund II Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the 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 transaction applies:

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

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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[ ] 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:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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SALOMON BROTHERS EMERGING MARKETS INCOME FUND II INC.

125 BROAD STREET, NEW YORK, NEW YORK 10004

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

August 18, 2003

To the Stockholders:

The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
Emerging Markets Income Fund II Inc. (the "Fund") will be held at Citigroup
Center, 153 East 53rd Street, 14th Floor, New York, New York, on Thursday,
September 18, 2003, at 3:30 p.m., New York time, for the purposes of
considering and voting upon:

1. The election of Directors (Proposal 1); and

2. Any other business that may properly come before the Meeting.

The close of business on August 6, 2003 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting.

By Order of the Board of Directors,

Christina T. Sydor
Secretary

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TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.

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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
card should be indicated unless it is reflected in the form of
registration. For example:

REGISTRATION VALID SIGNATURE
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CORPORATE ACCOUNTS
------------------
(1) ABC Corp. ................................................... ABC Corp. (by John Doe, Treasurer)
(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

CUSTODIAL OR ESTATE ACCOUNTS
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(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA ......... John B. Smith
(2) John B. Smith ............................................... John B. Smith, Jr., Executor

SALOMON BROTHERS EMERGING MARKETS INCOME FUND II INC.

125 BROAD STREET, NEW YORK, NEW YORK 10004

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PROXY STATEMENT

This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Salomon Brothers Emerging Markets Income Fund II Inc.
(the "Fund") of proxies to be used at the Annual Meeting of Stockholders of the
Fund (the "Meeting") to be held at Citigroup Center, 153 East 53rd Street, 14th
Floor, New York, New York, on Thursday, September 18, 2003 at 3:30 p.m., New
York time (and at any adjournment or adjournments thereof) for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders. This proxy
statement and the accompanying form of proxy are first being mailed to
stockholders on or about August 18, 2003. Stockholders who execute proxies
retain the right to revoke them in person at the Meeting or by written notice
received by the Secretary of the Fund at any time before they are voted.
Unrevoked proxies will be voted in accordance with the specifications thereon
and, unless specified to the contrary, will be voted FOR the election of
Directors. The close of business on August 6, 2003 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting. Each stockholder is entitled to one vote for each full share and
an appropriate fraction of a vote for each fractional share held. On August 6,
2003, there were 24,149,182 shares of the Fund's common stock outstanding.

In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's common stock entitled to vote at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that
a quorum is present but sufficient votes to approve any of the proposals are
not received, the Meeting may be adjourned to a date not more than 120 days
after the original record date to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy. The persons named as
proxies will vote those proxies which they are entitled to vote FOR or AGAINST
any such proposal in their discretion. A stockholder vote may be taken on one
or more of the proposals in this proxy statement prior to any such adjournment
if sufficient votes have been received for approval.

Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 399 Park Avenue, New York, New York 10022, is the Fund's investment
adviser and administrator. SBAM is an indirect wholly-owned subsidiary of
Citigroup Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect three Class III Directors to hold office
until the year 2006 Annual Meeting of Stockholders or thereafter when their
respective successors are duly elected and qualified. The terms of office of
the Class I and Class II Directors expire at the year 2004 and 2005 Annual
Meetings of Stockholders, respectively, or thereafter in each case when their
respective successors are duly elected and qualified. The effect of these
staggered terms is to limit the ability of other entities or persons to acquire
control of the Fund by delaying the replacement of a majority of the Board of
Directors.

The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed not to vote) FOR the election of the nominees named
below. Two of the nominees for election, Ms. Colman and Mr. Cronin, are
currently members of the Fund's Board of Directors but have not been previously
elected a Director by the Fund's stockholders. Mr. Hutchinson has been
nominated by the Board of Directors to be elected at the meeting to serve as a
Class III Director. Each nominee has indicated that he will serve if elected,
but if any nominee should be unable to serve, the proxy will be voted for any
other person determined by the persons named in the proxy in accordance with
their judgment.

The following table provides information concerning the nominees for
election as Class III Directors of the Fund:

NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM AND
PRINCIPAL OVERSEEN BY OTHER
POSITION(S) OCCUPATION(S) DIRECTOR DIRECTORSHIPS
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING HELD BY
AND AGE* FUND TIME SERVED 5 YEARS THE FUND) NOMINEE
----------------------- -------------- ------------- --------------------- ------------- -----------------

CLASS III DIRECTORS

NON-INTERESTED DIRECTOR NOMINEES

Carol L. Colman Director and Since 2003 President, Colman 33 None
Colman Consulting Member of Consulting Co., Inc.
Co., Inc. the Audit
278 Hawley Road Committee
North Salem, NY 10560
Age: 57

Daniel Cronin Director and Since 2003 Associate General 30 None
Pfizer Inc. Member of Counsel, Pfizer Inc.
235 East 42nd Street the Audit
New York, NY 10017 Committee
Age: 57

William R. Hutchinson N/A N/A President, WR 40 Director,
535 N. Michigan Hutchinson & Associated Bank;
Suite 1012 Associates, Inc. Director,
Chicago, IL 60611 (Consultant); Associated
Age: 60 Group Vice Banc-Corp.
President, Mergers
& Acquisitions, BP
Amoco p.l.c.

The following table provides information concerning the remaining
Directors of the Fund:

NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM AND
PRINCIPAL OVERSEEN BY OTHER
POSITION(S) OCCUPATION(S) NOMINEE DIRECTORSHIPS
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING HELD BY
AND AGE* FUND TIME SERVED 5 YEARS THE FUND) NOMINEE
----------------------- -------------- ------------- ------------------------------ ------------- ------------------

CLASS II DIRECTORS

NON-INTERESTED DIRECTOR

Jeswald W. Salacuse Director and Since Henry J. Braker Professor of 30 Director of two
Tufts University Member of 1993 Commercial Law and registered
The Fletcher School the Audit formerly Dean, The Fletcher investment
of Law & Diplomacy Committee School of Law & Diplomacy, companies advised
Packard Avenue Tufts University. by Advantage
Medford, MA 02155 Advisers, Inc.
Age: 65 ("Advantage").

NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM AND
PRINCIPAL OVERSEEN BY OTHER
POSITION(S) OCCUPATION(S) NOMINEE DIRECTORSHIPS
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING HELD BY
AND AGE* FUND TIME SERVED 5 YEARS THE FUND) NOMINEE
-------------------------------- -------------- ------------- ------------------------------ ------------- ------------------

INTERESTED DIRECTOR

R. Jay Gerken** Director and Since Managing Director of SBAM 219 None
Citigroup Global Markets Inc. Chairman 2002 and Citigroup Global Markets
399 Park Avenue Inc. ("CGM"); Chairman,
New York, NY 10022 President, Chief Executive
Age: 52 Officer and Director of Smith
Barney Fund Management
LLC ("SBFM") and 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).
CLASS I DIRECTORS

NON-INTERESTED DIRECTORS

Leslie H. Gelb Director and Since President, 33 Britannica.com,
The Council on Member of 1994 The Council on Director of two
Foreign Relations the Audit Foreign Relations; registered
58 East 68th Street Committee formerly Columnist, investment
New York, NY 10021 Deputy Editorial companies advised
Age: 65 Page Editor and by Advantage.
Editor, Op-Ed Page,
The New York Times.

Dr. Riordan Roett Director and Since Professor and 30 The Latin America
The Johns Hopkins University Member of 1995 Director, Latin Equity Fund, Inc.
1740 Massachusetts Ave. NW the Audit American Studies
Washington, DC 20036 Committee Program, Paul H.
Age: 64 Nitze School
of Advanced
International Studies,
The Johns Hopkins
University.

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* It is the practice of the Fund that upon attainment of age 80, Fund
Directors are required to change to emeritus status. Directors emeritus
are entitled to serve in emeritus status for a maximum of 10 years,
during such time they are paid 50% of the annual retainer fee and meeting
fees otherwise applicable to Fund Directors together with reasonable
out-of-pocket expenses for each meeting attended.
** Mr. Gerken is an "interested person" as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), because he is a Managing
Director of SBAM, the Fund's investment adviser.

The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2002:

DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS
NAME OF DIRECTOR/NOMINEE SECURITIES IN THE FUND OVERSEEN BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
-------------------------- ------------------------ ---------------------------------------------------------

NON-INTERESTED DIRECTORS/NOMINEES

Carol L. Colman None over $100,000

Daniel Cronin None $10,000 - $50,000

Leslie H. Gelb $1 - $10,000 $1 - $10,000

William R. Hutchinson None $1 - $10,000

Dr. Riordan Roett $1 - $10,000 $1 - $10,000

Jeswald W. Salacuse $1 - $10,000 $10,001 - $50,000

INTERESTED DIRECTOR

*R. Jay Gerken $1 - $10,000 over $100,000

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* Mr. Gerken is an "interested person" as defined in the 1940 Act.

No Director or nominee for election as Director who is not an "interested
person" of the Fund as defined in the 1940 Act, nor any immediate family member
of such persons, had any interest in SBAM, the Fund's investment adviser, or
any person or entity (other than the Fund) directly or indirectly controlling,
controlled by, or under common control with SBAM as of May 1, 2003.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The Board of Directors is responsible for ensuring that the Fund is
managed in the best interest of its stockholders. The Directors oversee the
Fund's business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including SBAM, the
custodian, the transfer agent and the administrator. As part of this process,
the Directors consult with the Fund's independent auditors and with their own
separate independent counsel.

The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an
audit committee which meets periodically during the year and whose
responsibilities are described below.

The Directors regularly review the Fund's financial statements,
performance and market price as well as the quality of the services being
provided to the Fund. As part of this process, the Directors review the Fund's
fees and expenses to determine if they are reasonable and competitive in light
of the services being received and while also ensuring that the Fund continues
to have access to high quality services in the future. Based on these reviews,
the Directors periodically make suggestions to the Fund's management and
monitor to ensure that responsive action is taken. The Directors also monitor
potential conflicts of interest among the Fund, SBAM and its affiliates and
other funds and clients managed by SBAM to ensure that the Fund is managed in a
manner which is in the best interest of the Fund's stockholders.

At August 6, 2003, Directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's common stock.
To the knowledge of the Fund's management, no person owned of record, or owned
beneficially, more than 5% of the Fund's outstanding shares of common stock at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 22,713,191 shares, equal to approximately 94% of
the outstanding shares of the Fund's common stock.

The Fund's executive officers are chosen each year at the meeting of the
Board of Directors of the Fund immediately following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified. In addition to Mr. Gerken, the Fund's Chairman, the
executive officers of the Fund are:

POSITION(S)
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS
-------------------------------- -------------------------- ------------- ------------------------------------------

Peter Wilby President Since 2002 Managing Director of CGM and SBAM
Citigroup Global Markets Inc. Executive Vice President 1993-2002 since January 1996.
399 Park Avenue
New York, NY 10022
Age: 44

Lewis E. Daidone Chief Administrative Since 2002 Managing Director of CGM; Chief Financial
Citigroup Global Markets Inc. Officer Officer of the Smith Barney Mutual Funds;
125 Broad Street, 11th Floor Executive Vice 1998-2002 Director and Senior Vice President of
New York, NY 10004 President and Treasurer SBFM and TIA.
Age: 45

James E. Craige Executive Vice President Since 1999 Managing Director of CGM and SBAM
Citigroup Global Markets Inc. since December 1998; Director of CGM
399 Park Avenue and SBAM since January 1998.
New York, NY 10022
Age: 34

Thomas K. Flanagan Executive Vice President Since 1994 Managing Director of CGM and SBAM
Citigroup Global Markets Inc. since December 1998; Prior to
399 Park Avenue December 1998, Director of CGM and SBAM.
New York, NY 10022
Age: 50

Frances M. Guggino Controller Since 2002 Vice President, Citigroup Asset
Citigroup Global Markets Inc. Management.
125 Broad Street
New York, NY 10004
Age: 45

Christina T. Sydor Secretary Since 1998 Managing Director of CGM; General
Citigroup Global Markets Inc. Counsel and Secretary of SBFM and TIA.
300 First Stamford Place
Stamford, CT 06902
Age: 52

The Fund's Audit Committee is composed entirely of Directors who are not
"interested persons" of the Fund, SBAM or its affiliates within the meaning of
the 1940 Act, and who are "independent" as defined in the New York Stock
Exchange listing standards. The Fund's Audit Committee is composed of all of
the non-interested directors. The principal functions of the Audit Committee
are: (i) to recommend to the Board the appointment of the Fund's independent
auditors; (ii) to approve all audit and permitted non-audit services proposed
to be performed by the independent auditors on behalf of the Fund and certain
affiliates; (iii) to review with the independent auditors the scope and
anticipated cost of their audit; and (iv) 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. This
Committee met twice during the fiscal year ended May 31, 2003. The Fund adopted
an Audit Committee Charter at a meeting held on May 23, 2000. The Directors
constituting the Fund's Audit Committee also constitute the Fund's Nominating
Committee, which is composed of all of the "non-interested"

Directors of the Fund. The Nominating Committee met once during the fiscal year
ended May 31, 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 has a Valuation Committee
composed of the Chairman and at least one "non-interested" Director. The
Valuation Committee is charged with determining fair value prices for securities
when required. The Valuation Committee met once during the fiscal year ended May
31, 2003. The Fund does not have a Compensation Committee.

During the fiscal year ended May 31, 2003, the Board of Directors held
four regular meetings and one special meeting. Each Director attended at least
75% of the aggregate number of meetings of the Board and the committee for
which he was eligible.

REPORT OF THE AUDIT COMMITTEE

Pursuant to a meeting of the Audit Committee on July 18, 2003, the Audit
Committee reports that it has (i) reviewed and discussed the Fund's audited
financial statements with management; (ii) discussed with
PricewaterhouseCoopers LLP ("PwC"), 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;
and (iii) received written confirmation from PwC that it is independent and
written disclosures regarding such independence as required by Independence
Standards Board Standard No. 1, and discussed with PwC the auditors'
independence. Based on the review and discussions referred to in items (i)
through (iii) above, the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in the Fund's annual report
for the Fund's fiscal year ended May 31, 2003.

A representative of PwC will be available by telephone at the Meeting to
answer appropriate questions and will have an opportunity to make a statement
if he or she chooses to do so.

Under the federal securities laws, the Fund is required to provide to
stockholders 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 SBAM. The following table provides information concerning
the compensation paid from the Fund to each Director during the fiscal year
ended May 31, 2003 and the total compensation paid to each Director during the
calendar year ended December 31, 2002. Certain of the Directors listed below
are members of the Fund's Audit Committee and other committees of certain other
investment companies advised by SBAM and its affiliates, and accordingly, the
amounts provided in the table include compensation for service on such
committees. The Fund does not provide any pension or retirement benefits to
Directors. Aggregate fees and expenses (including reimbursement for travel and
out-of-pocket expenses) of $3,392 were paid to the Directors by the Fund during
the fiscal year ended May 31, 2003. In addition, no remuneration was paid
during the fiscal year ended May 31, 2003 by the Fund to Mr. Gerken who is an
"interested person" as defined in the 1940 Act.

TOTAL COMPENSATION FROM THE FUND AND OTHER FUNDS
AGGREGATE COMPENSATION FROM THE FUND FOR ADVISED BY SBAM AND ITS AFFILIATES FOR
NAME OF DIRECTORS THE FISCAL YEAR ENDED 5/31/03 THE CALENDAR YEAR ENDED 12/31/02
----------------------------- ------------------------------------------ -------------------------------------------------

Carol L. Colman ............. $ 0 $63,400
Daniel Cronin ............... $ 0 $90,950
Leslie H. Gelb .............. $7,800 $81,700
Dr. Riordan Roett ........... $9,200 $93,400
Jeswald W. Salacuse ......... $9,200 $90,300

During the Fund's last fiscal year, total compensation paid by the Fund to
a Director emeritus totaled $3,550.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's Directors and officers, persons
who own more than 10% of the Fund's common stock, SBAM, and its respective
directors and officers, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange, Inc. Such persons are required by SEC regulations to furnish the Fund
with copies of all such filings. Based solely upon its review of the copies of
such filings received by it and certain other information received by it, the
Fund believes that, for the fiscal year ended May 31, 2003, all filing
requirements applicable to such persons were complied with except that timely
filings were not made for Even Merberg on Form 3. However, during the 2003
fiscal year, no purchases and sales were made by Mr. Merberg, and he has
subsequently filed a Form 3.

REQUIRED VOTE

Directors are elected by a plurality of the votes cast by the holders of
shares of the Fund's common stock present in person or represented by proxy at
a meeting at which a quorum is present. For purposes of the election of
Directors, abstentions and broker non-votes will not be considered votes cast,
and do not affect the plurality vote required for Directors.

THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE NOMINEES FOR
DIRECTOR.

FEES PAID TO INDEPENDENT ACCOUNTANTS

AUDIT FEES. Fees for the annual audit of the Fund's financial statements
by PricewaterhouseCoopers LLP ("PwC") for the fiscal year ended May 31, 2003
were $53,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were
no fees billed for financial information systems design and implementation
services rendered by PwC to the Fund, SBAM and entities controlled by or
affiliated with SBAM that provide services to the Fund for the fiscal year
ended May 31, 2003.

ALL OTHER FEES. The aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by PwC to the Fund,
SBAM and entities controlled by or affiliated with SBAM that provide services
to the Fund for the fiscal year ended May 31, 2003 were $14,700. The Fund's
Audit Committee has determined that provision of these non-audit services is
compatible with maintaining the independence of PwC.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2004
must be received by the Fund for inclusion in the Fund's proxy

statement and proxy relating to that meeting no later than April 21, 2004. Any
stockholder who desires to bring a proposal at the Fund's 2004 Annual Meeting
of Stockholders without including such proposal in the Fund's proxy statement
must deliver written notice thereof to the Secretary of the Fund (addressed to
Salomon Brothers Emerging Markets Income Fund II Inc, 125 Broad Street, New
York, New York 10004) during the period from June 20, 2004 to July 21, 2004.
However, if the Fund's 2004 Annual Meeting of Stockholders is held earlier than
August 19, 2004 or later than November 17, 2004, such written notice must be
delivered to the Secretary of the Fund during the period from 90 days before
the date of the 2004 Annual Meeting to the later of 60 days prior to the date
of the 2004 Annual Meeting or 10 days following the public announcement of the
date of the 2004 Annual Meeting.

OTHER INFORMATION

The Fund's Annual Report containing financial statements for the fiscal
year ended May 31, 2003 is available free of charge by writing to the Fund c/o
Salomon Brothers Asset Management Inc at the address listed on the front cover,
or by calling toll-free 1-888-777-0102.

EXPENSES OF PROXY SOLICITATION

The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM
or its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of mails. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation material to their
principals to obtain authorization for the execution of proxies, and will be
reimbursed by the Fund for such out-of-pocket expenses.

OTHER BUSINESS

The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.

August 18, 2003

SALOMON BROTHERS EMERGING MARKETS INCOME FUND II INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints R. Jay Gerken, Robert A. Vegliante, and
Robert M. Nelson and each of them, attorneys and proxies for the undersigned,
with full power of substitution and revocation to represent the undersigned and
to vote on behalf of the undersigned all shares of Salomon Brothers Emerging
Markets Income Fund II Inc. (the "Fund") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Fund to be held at Citigroup
Center, 153 East 53rd Street, 14th Floor, New York, New York on Thursday,
September 18, 2003, at 3:30 p.m., and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and hereby instructs said attorneys 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.

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEE AS DIRECTOR.

Please refer to the Proxy Statement for a discussion of the Proposal.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

ANNUAL MEETING OF STOCKHOLDERS OF

SALOMON BROTHERS EMERGING MARKETS
INCOME FUND II INC.

SEPTEMBER 18, 2003

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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1. Election of Class III Directors to serve until the year 2006 Annual Meeting
of Stockholders:
NOMINEES:
[ ] FOR ALL NOMINEES o Carol L. Colman
o Daniel Cronin
[ ] WITHHOLD AUTHORITY o William R. Hutchinson
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: [X]
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To change the address on your account, please check the box at right [ ]
and indicate your new address in the address space above. Please note
that changes to the registered name(s) on the account may not be
submitted via this method.
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2. Any other business that may properly come before the Meeting.

Please complete, sign and date the proxy and mail in accompanying postpaid
envelope.

I will be attending the Meeting. [ ]

Signature of Stockholder Date:
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NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name by
authorized person.