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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811- 21098

Real Estate 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.
Smith Barney Fund Management LLC
300 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-451-2010

Date of fiscal year end: December 31
Date of reporting period: March 31, 2005




ITEM 1.                  SCHEDULE OF INVESTMENTS

 
 
 
 
 
 
 
 

REAL ESTATE INCOME FUND INC.

 
 
FORM N-Q
MARCH 31, 2005
 
 
 
 
 
 
 



 Schedule of Investments (unaudited)

March 31, 2005 
           
SHARES   SECURITY   VALUE  

COMMON STOCK — 70.1%      
Apartments — 8.9%      
  36,500   Archstone-Smith Trust $ 1,245,015  
  290,000   Camden Property Trust   13,638,700  
  185,000   Gables Residential Trust   6,160,500  
  100,000   Mid-America Apartment Communities, Inc.   3,650,000  

          24,694,215  

Diversified — 4.6%        
  210,000   iStar Financial Inc.   8,647,800  
  190,000   Lexington Corporate Properties Trust   4,168,600  

          12,816,400  

Healthcare — 10.1%        
  174,000   Health Care Property Investors, Inc.   4,083,780  
  280,000   Healthcare Realty Trust Inc.   10,203,200  
  22,600   Omega Healthcare Investors, Inc.   248,148  
  300,000   Provident Senior Living Trust†   4,845,000  
  511,700   Senior Housing Properties Trust   8,535,156  

          27,915,284  

Home Financing — 1.0%        
  108,500   Municipal Mortgage & Equity, L.L.C.   2,640,890  

Industrial — 3.9%        
  185,000   EastGroup Properties, Inc. (a)   6,974,500  
  161,700   First Potomac Realty Trust   3,694,845  

          10,669,345  

Industrial/Office – Mixed — 5.6%        
  88,000   Brandywine Realty Trust   2,499,200  
  135,000   Kilroy Realty Corp.   5,522,850  
  190,000   Liberty Property Trust   7,419,500  

          15,441,550  

Lodging/Resorts — 2.3%        
  66,100   Eagle Hospitality Properties Trust, Inc.   592,917  
  146,000   Hospitality Properties Trust   5,895,480  

          6,488,397  

Office — 16.0%        
  203,000   Arden Realty, Inc.   6,871,550  
  160,000   CarrAmerica Realty Corp.   5,048,000  
  72,000   Glenborough Realty Trust Inc.   1,376,640  
  260,000   Highwoods Properties, Inc.   6,973,200  
  848,700   HRPT Properties Trust   10,108,017  
  161,000   Mack-Cali Realty Corp.   6,818,350  
  200,000   Prentiss Properties Trust   6,832,000  

          44,027,757  

  
See Notes to Schedule of Investments.
 
1


 Schedule of Investments (unaudited) (continued)

March 31, 2005 
             
SHARES   SECURITY   VALUE  

Regional Malls — 4.5%      
196,000   Glimcher Realty Trust $    4,645,200  
148,100   The Macerich Co.   7,890,768  

        12,535,968  

Retail – Free Standing — 1.6%      
171,900   Commercial Net Lease Realty   3,171,555  
50,000   Realty Income Corp.   1,144,000  

        4,315,555  

Shopping Centers — 9.6%      
250,000   Borealis Retail Real Estate Investment Trust   2,769,396  
330,000   Cedar Shopping Centers Inc.   4,699,200  
105,000   Equity One, Inc.   2,161,950  
252,000   Heritage Property Investment Trust   7,479,360  
104,400   Inland Real Estate Corp.   1,569,132  
75,000   New Plan Excel Realty Trust, Inc.   1,883,250  
135,000   Ramco-Gershenson Properties Trust   3,665,250  
104,000   Tanger Factory Outlet Centers, Inc.   2,288,000  

        26,515,538  

Specialty — 2.0%      
6,100   Correctional Properties Trust   154,025  
127,000   Entertainment Properties Trust   5,261,610  

        5,415,635  

    TOTAL COMMON STOCK      
    (Cost — $137,517,908)   193,476,534  

PREFERRED STOCK — 29.7%      
Apartments — 3.9%      
    Apartment Investment and Management Co.:      
113,000       7.750% Cumulative, Series U   2,770,760  
120,000       7.875% Cumulative, Series Y   2,970,000  
75,000       9.375% Cumulative, Series G   1,995,000  
115,000       10.000% Cumulative, Series R   3,024,500  

        10,760,260  

Diversified — 1.1%      
109,400   Crescent Real Estate Equities Co., 9.500% Cumulative
    Redeemable, Series B
  2,915,510  

Healthcare — 2.5%      
150,000   Health Care Property Investors, Inc., 7.100% Cumulative
    Redeemable, Series F
  3,757,500  
120,400   Omega Healthcare Investors, Inc., 8.375% Cumulative
    Redeemable, Series D
  3,130,400  

    6,887,900  

Industrial/Office – Mixed — 1.6%      
90,000   Bedford Property Investors, Inc., 8.750% Cumulative
    Redeemable, Series A†
  4,421,250  

  
See Notes to Schedule of Investments.
 
2


 Schedule of Investments (unaudited) (continued)

March 31, 2005 
           
SHARES   SECURITY   VALUE  

Lodging/Resorts — 4.0%      
220,000   Boykin Lodging Co., 10.500% Cumulative, Class A $ 6,160,000  
71,100   Hospitality Properties Trust, 8.875% Cumulative Redeemable,
    Series B
  1,900,503  
26,000   LaSalle Hotel Properties, 10.250% Cumulative Redeemable, Series A   694,200  
90,000   Sunstone Hotel Investors, Inc., 8.000% Cumulative Redeemable,
    Series A
  2,280,942  

        11,035,645  

Office — 5.5%      
275,000   CarrAmerica Realty Corp., 7.500% Cumulative Redeemable, Series E   7,084,000  
    HRPT Properties Trust:      
255,600       8.750% Cumulative Redeemable, Series B   6,832,188  
50,000       9.875% Cumulative Redeemable, Series A   1,309,500  

        15,225,688  

Regional Malls — 2.8%      
85,000   Glimcher Realty Trust, 8.750% Cumulative Redeemable, Series F   2,225,937  
    The Mills Corp.:      
35,000       8.750% Cumulative Redeemable, Series E   914,200  
91,700       9.000% Cumulative Redeemable, Series B   2,420,880  
6,000   Pennsylvania Real Estate Investment Trust, 11.000% Sr. Cumulative   350,700  
32,700   Simon Property Group, Inc., 7.890% Cumulative Step-Up
    Premium Rate, Series C
  1,756,605  

        7,668,322  

Retail – Free Standing — 1.1%      
85,000   Commercial Net Lease Realty, Inc., 9.000% Sr. Cumulative, Series A   2,269,500  
25,200   Realty Income Corp., 7.375% Cumulative Redeemable, Series D   656,208  

        2,925,708  

Self Storage — 0.3%      
35,000   Public Storage, Inc., 8.000% Cumulative, Series R   903,350  

Shopping Centers — 6.9%      
73,000   Cedar Shopping Centers Inc., 8.875% Cumulative Redeemable,
    Series A
  1,916,250  
    Developers Diversified Realty Corp.:      
21,200       8.000% Cumulative Redeemable, Class G   547,596  
130,000       8.600% Cumulative Redeemable, Class F   3,417,700  
131,000   Federal Realty Investment Trust, 8.500% Cumulative Redeemable,
    Series B
  3,471,500  
75,000   New Plan Excel Realty Trust, Inc., 7.625% Cumulative Redeemable,
    Series E
  1,960,500  
34,800   Ramco-Gershenson Properties Trust, 9.500% Cumulative
    Redeemable, Series B
  936,990  
63,000   Urstadt Biddle Properties Inc., 8.500% Sr. Cumulative, Series C   6,883,380  

        19,133,916  

    TOTAL PREFERRED STOCK      
    (Cost — $78,505,636)   81,877,549  

  
See Notes to Schedule of Investments.
 
3


 Schedule of Investments (unaudited) (continued)

March 31, 2005 
           
FACE
AMOUNT
  SECURITY   VALUE  

REPURCHASE AGREEMENT — 0.2%
$ 561,000   Interest in $441,237,000 joint tri-party repurchase agreement dated
    3/31/05 with Morgan Stanley, 2.850% due 4/1/05; Proceeds at
    maturity — $561,044; (Fully collateralized by Fannie Mae Discount
    Notes, 0.000% due 4/19/05 to 11/15/30; Market value — $572,225)
    (Cost — $561,000)    
$ 561,000  

    TOTAL INVESTMENTS — 100.0%      
    (Cost — $216,584,544*) $ 275,915,083  

 
(a)
All or a portion of this security has been segregated for open interest rate swap agreements.
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 established by the Board of Directors.
*
Aggregate cost for federal income tax purposes is substantially the same.
  
See Notes to Schedule of Investments.
 
4


Notes to Schedule of Investments (unaudited)

1. Organization and Significant Accounting Policies

The Real Estate Income Fund Inc. (“Fund”), a Maryland corporation, is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed end management investment company.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (‘‘GAAP’’).

(a) Investment Valuation. Securities traded on national securities markets are valued at the closing price on such markets or, if there were no sales during the day, at the mean between the quoted bid and asked prices; securities listed on the NASDAQ National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price on that day, at the last sale price; securities traded in the over-the-counter market are valued at prices based on market quotations for securities of similar type; U.S. government agencies and obligations are valued at the mean between the last reported bid and asked prices. When market quotations or official closing prices are not readily available, or are determined not to reflect accurately 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 maturing within 60 days are valued at cost plus accreted discount or minus amortized premium, which approximates value.

(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that a custodian takes possession of the underlying collateral securities, the 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 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) Swap Contracts. The Fund enters into interest rate swap agreements, which involve the exchange by the Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) with respect to a notional amount of principal. Swaps are marked to market daily based upon quotations from market makers and the change, if any, is recorded as an unrealized gain or loss in the Statements of Operations. Net payments of interest are recorded as realized gains. Entering into these agreements involves, to varying degrees, elements of credit and market risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counter-party to the agreement may default on its obligation to perform and there may be unfavorable changes in the fluctuation of interest and/or exchange rates.

(d) Investment Transactions. Security transactions are accounted for on a trade date basis.


5


Notes to Schedule of Investments (unaudited) (continued)

2. Investments

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

 

 
Gross unrealized appreciation   $ 59,650,346    
Gross unrealized depreciation     (319,807 )  

 
Net unrealized appreciation   $ 59,330,539    

 
 

As of  March 31, 2005, the Fund had 2,600 outstanding shares of Taxable Auction Rate Preferred Stock (“TARPS”). The TARPS’ dividends are cumulative at a rate determined at an auction and the dividend period is typically seven days. The dividend rates ranged from 2.300% to 3.160% for the three months ended March 31, 2005. At March 31, 2005, the current dividend rate was 3.160%.

As of March 31, 2005, the Fund entered into the following interest rate swap agreements:

 
Swap Counterparty:   Merrill Lynch Capital Services, Inc.  
Effective Date:   11/25/02  
Notional Amount:   $6,500,000  
Payments Made by Fund:   Fixed Rate, 2.9325%  
Payments Received by Fund:   Floating Rate (One-Month LIBOR)  
Termination Date:   11/25/05  
Unrealized Appreciation as of 3/31/05   $20,840  
 
Swap Counterparty:   Merrill Lynch Capital Services, Inc.  
Effective Date:   11/25/02  
Notional Amount:   $26,000,000  
Payments Made by Fund:   Fixed Rate, 3.6335%  
Payments Received by Fund:   Floating Rate (One-Month LIBOR)  
Termination Date:   11/25/07  
Unrealized Appreciation as of 3/31/05   $364,429  
 
Swap Counterparty:   Merrill Lynch Capital Services, Inc.  
Effective Date:   11/25/02  
Notional Amount:   $19,500,000  
Payments Made by Fund:   Fixed Rate, 4.1170%  
Payments Received by Fund:   Floating Rate (One-Month LIBOR)  
Termination Date:   11/25/09  
Unrealized Appreciation as of 3/31/05   $270,582  
 

At March 31, 2005, the Fund had total unrealized appreciation of $655,851 from swap contracts.


6


ITEM 2. 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 quarter that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.
 
ITEM 3. EXHIBITS.
 
Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.
 
 

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, thereunto duly authorized.

Real Estate Income Fund Inc.

 
 
By                                           
R. Jay Gerken
Chief Executive Officer
 
 
Date: May 31, 2005


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                                           
R. Jay Gerken
Chief Executive Officer
 
 
Date: May 31, 2005
 
 
By                                           
Kaprel Ozsolak
Chief Financial Officer
 
 
Date: May 31, 2005