UNITED ~~STATESSECURITIES~~STATES ~~AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

~~__________________~~CURRENT REPORT

~~CURRENT~~Pursuant ~~REPORTPursuant~~ to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): April~~1934 ~~1, 2020~~

~~__________________~~Date of Report (Date of earliest event reported): November 15, 2024

Clarion Partners Real Estate Income Fund Inc.

(Exact name of registrant as specified in its charter)

__________________

Maryland

811-23408

83-3752825

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

620 Eighth Avenue, New York, NY		10018
620 Eighth Avenue, 47th Floor New York, NY		10018
(Address of principal executive offices)		(Zip Code)

(888) 777-0102~~(Registrant’s~~ ~~telephone number, including area code)~~

~~Not applicable~~(~~Former~~Registrant’s ~~name~~telephone ornumber, ~~former~~including ~~address~~area ~~if changed since last report.~~code)

~~__________________~~Not applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~N/A~~Class ~~N/A~~I ~~N/A~~Shares of Common Stock CPREX New York Stock Exchange Class S Shares of Common Stock CPRDX New York Stock Exchange Class D Shares of Common Stock CPRSX Class T Shares of Common Stock CPRTX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

~~Item~~The 5Board of Directors of Clarion Partners Real Estate Income Fund Inc.03 ~~Amendments~~(the to“Fund”) ~~Articles~~has amended and restated in its entirety the bylaws of ~~Incorporation~~the orFund (the “Second Amended and Restated Bylaws;”). ~~Change~~The inSecond ~~Fiscal~~Amended ~~Year~~and Restated Bylaws became effective November 15, 2024, are attached hereto as an Exhibit and are incorporated herein by reference.

OnItem ~~April 1, 2020, the Board of Directors of Clarion Partners Real Estate Income Fund Inc~~9.01 ~~(the~~Financial ~~“Fund”)~~Statements ~~amended~~ and restated in its entirety the bylaws of the Fund (the “Amended and Restated Bylaws”) to include a new Article II, Section 1(b) that clarifies the process for holding a meeting of stockholders of the Fund solely by means of remote communicationExhibits. The Amended and Restated Bylaws were deemed effective April 1, 2020. The new Article II, Section 1(b) of the Amended and Restated Bylaws is attached hereto as an Exhibit and is incorporated herein by reference.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Second Amended and Restated Bylaws, November 15, 2024, of Clarion Partners Real Estate Income Fund Inc.

Exhibit No.	Description
99.1	Article II, Section 1(b) of the Amended and Restated Bylaws, dated April 1, 2020, of Clarion Partners Real Estate Income Fund Inc.

EXHIBIT INDEX

3The following exhibits are filed herewith:

EXHIBIT INDEX


Exhibit		Exhibit Description

99.1		Second Amended and Restated Bylaws, dated November 15, 2024, of Clarion Partners Real Estate Income Fund Inc.

~~The~~SIGNATURES ~~following exhibits are filed herewith:~~

Exhibit	Exhibit Description
99.1	Article II, Section 1(b) of the Amended and Restated Bylaws, dated April 1, 2020, of Clarion Partners Real Estate Income Fund Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURES~~[Signature Page to Form 8-K]

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2020	Clarion Partners Real Estate Income Fund Inc.
	/s/ George P. Hoyt
	Name: George P. Hoyt Title: Assistant Secretary

Date: November 20, 2024

Clarion Partners Real Estate Income Fund Inc.

/s/ Marc A. De Oliveira

Name: Marc A. De Oliveira

Title: Secretary and Chief Legal Officer

Filing Compare · Clarion Partners Real Estate Income Fund Inc.