SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /*/
FIled by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/*/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Dreyfus Municipal Income, Inc.
__________________________________________________
(Name of Registrant as Specified in Its Charter
Dreyfus Municipal Income, Inc.
-------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
DREYFUS CALIFORNIA MUNICIPAL INCOME, INC.
DREYFUS MUNICIPAL INCOME, INC.
DREYFUS NEW YORK MUNICIPAL INCOME, INC.
------------------------
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
------------------------
To the Stockholders:
The Annual Meeting of Stockholders of each of Dreyfus California
Municipal Income, Inc., Dreyfus Municipal Income, Inc. and Dreyfus New York
Municipal Income, Inc. (each, a "Fund" and, collectively, the "Funds") will
be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor
West, New York, New York, on Friday, May 22, 1998 at 10:00 a.m., for the
following purposes:
1. To elect three Class II Directors to serve for a three year term
and until their successors are duly elected and qualified.
2. To ratify the selection of the Fund's independent auditors.
3. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 25, 1998
will be entitled to receive notice of and to vote at the meeting.
By Order of the Board
Michael S. Petrucelli
Assistant Secretary
New York, New York
March 25, 1998
- --------------------------------------------------------------------------
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL.
BY LAW, THE ANNUAL MEETING OF STOCKHOLDERS OF EACH FUND WILL HAVE TO BE
ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS
REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT
VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE
CRITICAL TO ENABLE THE FUND(S) TO HOLD THE MEETING(S) AS SCHEDULED, SO
PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS
WILL BENEFIT FROM YOUR COOPERATION.
- --------------------------------------------------------------------------
DREYFUS CALIFORNIA MUNICIPAL INCOME, INC.
DREYFUS MUNICIPAL INCOME, INC.
DREYFUS NEW YORK MUNICIPAL INCOME, INC.
COMBINED PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 22, 1998
This proxy statement is furnished in connection with a solicitation
of proxies by the Board of each of Dreyfus California Municipal Income, Inc.
("DCMI"), Dreyfus Municipal Income, Inc. ("DMI") and Dreyfus New York
Municipal Income, Inc. ("DNYMI") (each, a "Fund" and, collectively, the
"Funds") to be used at the Annual Meeting of Stockholders of each Fund to be
held on Friday, May 22, 1998 at 10:00 a.m., at the offices of The Dreyfus
Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor West, New York, New York,
for the purposes set forth in the accompanying Notice of Annual Meetings of
Stockholders. Stockholders of record at the close of business on March 25,
1998 are entitled to be present and to vote at the meeting. Stockholders are
entitled to one vote for each Fund share held and fractional votes for each
fractional Fund share held. Stockholders can vote only on matters affecting
the Fund(s) of which they are stockholders. Shares represented by executed
and unrevoked proxies will be voted in accordance with the specifications
made thereon. If any enclosed form of proxy is executed and returned, it
nevertheless may be revoked by another proxy or by letter or telegram
directed to the relevant Fund, which must indicate the stockholder's name. To
be effective, such revocation must be received prior to the meeting. In
addition, any stockholder who attends the meeting in person may vote by
ballot at the meeting, thereby cancelling any proxy previously given. As of
March 25, 1998, the Funds had outstanding the following number of shares:
NAME OF FUND SHARES OUTSTANDING
________-____ __________________
DCMI 4,525,805
DMI 20,330,847
DNYMI 3,785,670
It is estimated that proxy materials will be mailed to stockholders
of record on or about April 3, 1998. The principal executive offices of each
Fund are located at 200 Park Avenue, New York, New York 10166. COPIES OF EACH
FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST,
WITHOUT CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR BY CALLING TOLL FREE 1-800-334-6899.
Stockholders of each Fund will vote as a single class and will vote
separately on each proposal on which stockholders of that Fund are entitled
to vote. If a proposal is approved by stockholders of one Fund and
disapproved by stockholders of any other Fund, the proposal will be
implemented only for the Fund that approved the proposal. Therefore, it is
essential that stockholders who own shares in more than one Fund complete,
date, sign and return EACH proxy card they receive.
PROPOSAL 1. ELECTION OF DIRECTORS
Each Fund's Board of Directors is divided into three classes with
the terms of office of one class expiring each year. It is proposed that
stockholders of each Fund consider the election of three Class II Directors
to serve for three year terms and until their respective successors are duly
elected and qualified. The individual nominees (the "Nominees") proposed for
election are listed below. Each Nominee has consented to being named in this
proxy statement and has agreed to serve as a Board member of each Fund if
elected. Biographical information about each Nominee is set forth below.
Biographical information about each Fund's continuing Directors and other
relevant information is set forth on Exhibit A. Unless otherwise indicated,
information set forth herein applies to all Funds.
<TABLE>
YEAR
NAME OF NOMINEE, PRINCIPAL TERM
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR WOULD
PAST FIVE YEARS AGE SINCE EXPIRE
_______________________-________________ _____- ____-_____ ______
<S> <C> <C> <C>
CLASS II:
WHITNEY I. GERARD 62 1988 2001
Partner of the New York City law firm of Chadbourne & Parke. His
address is 30 Rockefeller Plaza, New York, New York 10112.
ROBERT R. GLAUBER 59 (1988) 2001
Research Fellow, Center for Business and Government at 1992*
the John F. Kennedy School of Government, Harvard University, since
January 1992. Mr. Glauber was Under Secretary of the Treasury for
Finance at the U.S. Treasury Department from May 1989 to January
1992. For more than five years prior thereto, he was a Professor of
Finance at the Graduate School of Business Administration of Harvard
University, and from 1985 to 1989, Chairman of its Advanced Management
Program. He is a director of MidOcean Reinsurance Co. Ltd. and Cooke &
Bieler, Inc., investment counselors. His address is 79 John F. Kennedy
Street, Cambridge, Massachusetts 02138.
ARTHUR A. HARTMAN 72 1989 2001
Senior consultant with APCO Associates Inc. From 1981 to 1987, he was
United States Ambassador to the former Soviet Union. He is a director
of the Hartford Insurance Group, Ford Meter Box Corporation and Lawter
International, and a member of the advisory councils of several other
companies, research institutes and foundations. He is Chairman of
First NIS Regional Funds (ING/Barings Management) and former President
of the Harvard Board of Overseers. His address is 2738 McKinley
Street, N.W., Washington, D.C. 20015.
_______________________
* Mr. Glauber was elected to the Board of each Fund on September 15, 1988 and
resigned on October 1, 1988 to accept a government position. He was
re-elected to the Board of each Fund on January 30, 1992.
</TABLE>
[Page 2]
The persons named in the accompanying form of proxy intend to vote
each such proxy for the election of the Nominees, unless stockholders
specifically indicate on their proxies the desire to withhold authority to
vote for elections to office. It is not contemplated that any Nominee will be
unable to serve as a Board member for any reason, but if that should occur
prior to the meeting, the proxyholders reserve the right to substitute another
person or persons of their choice as nominee or nominees.
Each Fund has an audit committee comprised of its Directors who are
not "interested persons" (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act")) of the Fund, the function of which is to
routinely review financial statements and other audit-related matters as they
arise throughout the year. None of the Funds has a standing nominating or
compensation committee or any committee performing similar functions.
For each Fund's most recent fiscal year, the number of Board
meetings that were held and the aggregate amount of compensation received by
each Continuing Director from the Fund and all other funds in the Dreyfus
Family of Funds for which such person is a Board member are set forth in
Exhibit A. Certain information concerning each Fund's officers is also set
forth in Exhibit A.
Each Fund typically pays its Board members an annual retainer of
$2,500 and a $250 per meeting fee and reimburses them for their expenses. The
Chairman of the Board of each Fund receives an additional 25% in annual
retainer and per meeting fees. The Funds do not pay any other remuneration to
their officers and Board members, and none of the Funds has a bonus, pension,
profit-sharing or retirement plan.
The aggregate amount of compensation paid to each Nominee by each
Fund for the fiscal year ended September 30, 1997, and by all other funds in
the Dreyfus Family of Funds for which such Nominee is a Board member (the
number of which is set forth in parenthesis next to each Nominee's total
compensation) for the year ended December 31, 1997, was as follows:
<TABLE>
TOTAL
COMPENSATION
FROM FUNDS AND
AGGREGATE FUND COMPLEX
NAME OF NOMINEE COMPENSATION PAID TO
AND FUND FROM EACH FUND* NOMINEE
_____________________ ________________ ________
<S> <C> <C>
WHITNEY I. GERARD $60,500
DCMI $4,250
DMI $4,250
DNYMI $4,250
ROBERT R. GLAUBER $102,500
DCMI $4,250
DMI $4,250
DNYMI $4,250
ARTHUR A. HARTMAN $55,750
DCMI $4,000
DMI $4,000
DNYMI $4,000
_______________________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $1,380 for DCMI, DMI and DNYMI in the
aggregate, for all Directors as a group.
For each Fund, election of each of the Nominees requires the
affirmative vote of a plurality of the votes cast at the Fund's
meeting.
</TABLE>
[Page 3]
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that each Fund's independent auditors be
selected by a majority of those Directors who are not "interested persons"
(as defined in the 1940 Act) of the Fund; that such selection be submitted
for ratification or rejection at the Annual Meeting of Stockholders; and that
the employment of such independent auditors be conditioned upon the right of
the Fund, by vote of a majority of its outstanding securities at any meeting
called for that purpose, to terminate such employment forthwith without
penalty. Each Fund's Board, including a majority of those Directors who are
not "interested persons" of the Fund, approved the selection of Ernst & Young
LLP for the fiscal year ending September 30, 1998 at a Board meeting held on
February 5, 1998. Accordingly, the selection by each Fund's Board of Ernst &
Young LLP as independent auditors of the Fund for the fiscal year ending
September 30, 1998 is submitted to stockholders for ratification. Apart
from its fees received as independent auditors, neither Ernst & Young LLP nor
any of its partners has a direct, or material indirect, financial interest in
the Funds or Dreyfus.
Ernst & Young LLP, a major international accounting firm, has acted
as auditors of each Fund since the Funds' organization. Each Fund's Board
believes that the continued employment of the services of Ernst & Young LLP
for the fiscal year ending September 30, 1998 is in the best interests of the
Fund.
A representative of Ernst & Young LLP is expected to be present at
the meeting, will have the opportunity to make a statement and will be
available to respond to appropriate questions.
EACH FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED"
DIRECTORS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE FUND.
OTHER MATTERS
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote"
(that is, a proxy from a broker or nominee indicating that such person has
not received instructions from the beneficial owner or other person entitled
to vote shares of the Fund on a particular matter with respect to which the
broker or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Fund's shares represented
thereby will be considered to be present at the meeting for purposes of
determining the existence of a quorum for the transaction of business. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining "votes cast" on an issue.
Each Fund's Board is not aware of any other matter which may come
before the meeting. However, should any such matter with respect to one or
more Funds properly come before the meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy in
accordance with their judgment on such matter.
Each Fund will bear its pro rata share of the cost of soliciting
proxies. In addition to the use of the mails, proxies may be solicited
personally, by telephone or by telegraph, and each Fund may pay persons
holding shares of a Fund in their names or those of their nominees for their
expenses in sending soliciting materials to their principals.
Proposals that stockholders wish to include in any Fund's proxy
statement for such Fund's next Annual Meeting of Stockholders must be sent to
and received by such Fund no later than December 31, 1998 at the principal
executive offices of the Fund at 200 Park Avenue, New York, New York 10166,
Attention: General Counsel.
Dreyfus, located at 200 Park Avenue, New York, New York 10166,
serves as the Funds' investment adviser. Richard F. Syron became a director
of Dreyfus as of July 22, 1997. Ronald P. O'Hanley became a Vice Chairman of
Dreyfus as of January 15, 1998. Christopher J. Kelley, Kathleen Morrisey and
Elba Vasquez were each elected Vice President and Assistant Secretary to the
Funds as of February 5, 1998. None of the above had any ownership of, or
engaged in any transaction with respect to, the Funds' shares at the time
they assumed their positions. Messrs. Syron, O'Hanley and Kelley and Mesdames
Morrissey and Vasquez each filed a Form 3 pursuant to Section 16(a) of the
Securities Exchange Act of 1934 on November 18, 1997, March 5, 1998, March 2,
1998, February 27, 1998, and February 25, 1998, respectively.
[Page 4]
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Mellon Bank, N.A.,
c/o Proxy Services Corporation, 115 Amity Street, Jersey City, New Jersey
07304, whether other persons are the beneficial owners of the shares for
which proxies are being solicited and, if so, the number of copies of the
proxy statement and other soliciting material you wish to receive in order to
supply copies to the beneficial owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN EACH ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED
ENVELOPE.
Dated: March 25, 1998
[Page 5]
EXHIBIT A
PART I
Part I sets forth information relevant to the continuing Directors.
Unless otherwise indicated the information set forth herein applies to all
Funds.
<TABLE>
NAME OF CONTINUING DIRECTOR, PRINCIPAL YEAR
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
_______________________________________ _____- _________ ________
<S> <C> <C> <C>
CLASS I:
LUCY WILSON BENSON 69 1988 2000
President of Benson and Associates, consultants to business and
government. Mrs. Benson is a director of Communications Satellite
Corporation, General RE Corporation and Logistics Management
Institute. She is also a Trustee of the Alfred P. Sloan Foundation,
Vice Chairman of the Board of Trustees of Lafayette College, Vice
Chairman of the Citizens Network for Foreign Affairs and a member of
the Council on Foreign Relations. From 1980 to 1994, Mrs. Benson was
a director of the Grumman Corporation. Mrs. Benson served as a
consultant to the U.S. Department of State and to SRI International
from 1980 to 1981. From 1977 to 1980, she was Under Secretary of
State for Security Assistance, Science and Technology. Her address is
46 Sunset Avenue, Amherst, Massachusetts 01002.
</TABLE>
<TABLE>
<S> <C> <C> <C>
DAVID W. BURKE 60 1994 2000
Chairman of the Broadcasting Board of Governors, an independent board
within the United States Information Agency, since August 1995. From
August 1994 to December 1994, Mr. Burke was a Consultant to Dreyfus,
and, from October 1990 to August 1994, he was Vice President and
Chief Administrative Officer of Dreyfus. From 1977 to 1990, Mr. Burke
was involved in the management of national television news, as Vice
and Executive Vice President of ABC News, and subsequently as
President of CBS News. His address is 197 Eighth Street, Charlestown,
Massachusetts 02642.
</TABLE>
<TABLE>
<S> <C> <C> <C>
MARTIN D. FIFE 69 1988 2000
Chairman of the Board of Magar, Inc., a company specializing in
financial products and developing early stage companies,
since November 1987. Mr. Fife is also Chairman of the Board and Chief
Executive Officer of Skysat Communications Network Corporation, a
company developing telecommunications systems. From 1960 to 1994, Mr.
Fife was President of Fife Associates, Inc. He also serves on the
boards of various other companies. His address is The Chrysler
Building, 405 Lexington Avenue, New York, New York 10174.
</TABLE>
[Page A-1]
<TABLE>
YEAR
NAME OF CONTINUING DIRECTOR, PRINCIPAL OCCUPATION DIRECTOR TERM
AND BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE SINCE EXPIRES
_________________________________________________ _____- _________ _________
<S> <C> <C> <C>
CLASS III:
JOSEPH S. DIMARTINO 54 1995 1999
Chairman of the Board of each Fund. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He is also
a director of Staffing Resources, Inc., a temporary placement agency,
The Muscular Dystrophy Association, HealthPlan Services Corporation,
a provider of marketing, administrative and risk management services
to health and other benefit programs, The Noel Group, Inc., a venture
capital company, Carlyle Industries, Inc. (formerly, Belding Heminway
Company, Inc.), a button packager and distributor, and Century
Business Services, Inc. (formerly International Alliance Services,
Inc.), a provider of various outsourcing functions for small to
medium size businesses. For more than five years prior to January
1995, he was President, a director and, until August 1994, Chief
Operating Officer of Dreyfus and Executive Vice President and a
director of Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus. From August 1994 to December 31, 1994, he was a director of
Mellon Bank Corporation. His address is 200 Park Avenue, New York,
New York 10166.
</TABLE>
<TABLE>
<S> <C> <C> <C>
GEORGE L. PERRY 63 1989 1999
An economist and Senior Fellow at the Brookings Institution since
1969. He is co-director of the Brookings Panel on Economic Activity
and editor of its journal, The Brookings Papers. He is also a
director of the State Farm Mutual Automobile Association, State Farm
Life Insurance Company, and Federal Realty Investment Trust. His
address is 1775 Massachusetts Avenue, N.W., Washington, D.C. 20015.
PAUL WOLFOWITZ 51 1994 1999
Dean of The Paul H. Nitze School of Advanced International Studies at
Johns Hopkins University. From 1989 to 1993, he was Under Secretary
of Defense for Policy. From 1986 to 1989, he was the U.S. Ambassador
to the Republic of Indonesia. From 1982 to 1986, he was Assistant
Secretary of State of East Asian and Pacific Affairs of the
Department of State. His address is 1740 Massachusetts Avenue, N.W.,
Washington, D.C. 20036.
[Page A-2]
PERTAINING TO THE BOARD OF EACH FUND
*Number of Board and committee meetings held during the last fiscal year:
DCMI: 5
DMI: 5
DNYMI: 5
*Directors, if any, attending fewer than 75% of all Board and committee
meetings, as applicable, held in the last fiscal year during the period
the Director was in office:
DCMI: 0
DMI: 0
DNYMI: 0
As of March 25, 1998, each Fund's Directors and officers, as a group
(18 persons), owned less than 1% of the Fund's outstanding shares.
COMPENSATION TABLE. The aggregate amount of compensation paid to each
continuing Director by each Fund for the fiscal year ended September 30, 1997
and by all other funds in the Dreyfus Family of Funds for which such
continuing Director is a Board member (the number of which is set forth in
parenthesis next to each Director's total compensation) for the year ended
December 31, 1997, was as follows:
</TABLE>
<TABLE>
TOTAL COMPENSATION
FROM FUNDS AND
AGGREGATE FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
DIRECTOR AND FUND FROM EACH FUND* CONTINUING DIRECTOR
_____________________ _______________ ____________________
<S> <C> <C>
LUCY WILSON BENSON $74,055 (15)
DCMI $4,250
DMI $4,250
DNYMI $4,250
DAVID W. BURKE $239,000 (49)
DCMI $4,250
DMI $4,250
DNYMI $4,250
JOSEPH S. DIMARTINO $597,128 (96)
DCMI $5,313
DMI $5,313
DNYMI $5,313
MARTIN D. FIFE $60,500 (12)
DCMI $4,000
DMI $4,000
DNYMI $4,000
GEORGE L. PERRY $60,500 (12)
DCMI $4,250
DMI $4,250
DNYMI $4,250
PAUL WOLFOWITZ $52,750 (11)
DCMI $4,000
DMI $4,000
DNYMI $4,000
______________________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $1,380 for all Funds in the aggregate, for all
Directors as a group.
</TABLE>
[Page A-3]
PART II
Part II sets forth information relevant to the executive officers of
each Fund.
<TABLE>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
__________-_______ _____ __________________________________
<S> <C> <C>
MARIE E. CONNOLLY
President and Treasurer 40 President, Chief Executive Officer,
Chief Compliance Officer and a director
of Premier Mutual Fund Services, Inc.
("Premier"), and Funds Distributor,
Inc., the ultimate parent of which is
Boston Institutional Group, Inc., and
an officer of other investment
companies advised or administered by
Dreyfus.
RICHARD W. INGRAM
Vice President and Assistant Treasurer 42 Executive Vice President of Premier and
Funds Distributor, Inc., and an officer
of other investment companies advised
or administered by Dreyfus. From March
1994 to November 1995, he was Vice
President and Division Manager for
First Data Investor Services Group.
From 1989 to 1994, he was Vice
President, Assistant Treasurer and Tax
Director_Mutual Funds of The Boston
Company, Inc.
MARY A. NELSON
Vice President and Assistant Treasurer 33 Vice President of Premier and Funds
Distributor, Inc., and an officer of
other investment companies advised or
administered by Dreyfus. From September
1989 to July 1994, she was an Assistant
Vice President and Client Manager for
The Boston Company, Inc.
MICHAEL S. PETRUCELLI
Vice President and Assistant Treasurer 36 Senior Vice President of Funds
Distributor, Inc., and an
officer of other investment companies
advised or administered by Dreyfus.
From December 1989 through November
1996, he was employed by GE Investments
where he held various financial,
business development and compliance
positions. He also served as Treasurer
of the GE Funds and as a Director of GE
Investment Services.
[Page A-4]
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
__________-_______ _____ __________________________________
JOSEPH F. TOWER, III
Vice President and Assistant Treasurer 35 Senior Vice President, Treasurer,
ChiefFinancial Officer and a director
of Premier and Fund's Distributor,
Inc., and an officer of other
investment companies advised or
administered by Dreyfus. From July 1988
to August 1994, he was employed by The
Boston Company, Inc. where he held
various management positions in the
Corporate Finance and Treasury areas.
DOUGLAS C. CONROY
Vice President and Assistant Secretary 29 Assistant Vice President of Funds
Distributor, Inc., and an officer of
other investment companies advised or
administered by Dreyfus. From April
1993 to January 1995, he was a Senior
Fund Accountant for Investors Bank &
Trust Company. From December 1991 to
March 1993, he was employed as a Fund
Accountant at The Boston Company, Inc.
ELBA VASQUEZ
Vice President and Assistant Secretary 36 Assistant Vice President of Funds
Distributor, Inc., and an officer of
other investment companies advised or
administered by Dreyfus. From March
1990 to May 1996, she was employed by
U.S. Trust Company of New York. As an
officer of U.S. Trust, she held various
sales and marketing positions.
KATHLEEN K. MORRISSEY
Vice President and Assistant Secretary 25 Vice President and Assistant Secretary
of Funds Distributor, Inc., and
an officer of other investment
companies advised or administered by
Dreyfus. From July 1994 to November
1995, she was a Fund Accountant for
Investors Bank & Trust Company.
<TABLE/>
[Page A-5]
</TABLE>
<TABLE>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
__________________ _____ _________________________________
<S> <C> <C>
CHRISTOPHER J. KELLEY
Vice President and Assistant Secretary 33 Vice President and Senior Associate
General Counsel of Premier and Funds
Distributor, Inc., and an officer of
other investment companies advised or
administered by Dreyfus. From April
1994 to July 1996, he was Assistant
Counsel at Forum Financial Group. From
October 1992 to March 1994, he was
employed by Putnam Investments in legal
and compliance capacities.
</TABLE>
The address of each officer of the Funds is 200 Park Avenue, New York, New
York 10166.
Please mark Boxes in blue or black ink.
Please mark
your votes as
indicated in
this example
Nominees are: Class II - Whitney I. Gerard, Robert R. Glauber,
Arthur A. Hartman
1. Election of Directors
FOR ALL WITHHOLD authority only WITHHOLD
Nominees for the Nominee(s) whose authority for
name(s) I have written to ALL NOMINEES
the right
2 To ratify the selection of Ernst & Young LLP
as the Fund's independent auditors.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s)
thereof.
FOR AGAINST ABSTAIN
THIS PROXY IS SOLICITED BY THE
FUND'S BOARD OF DIRECTORS AND WILL
BE VOTED FOR THE ABOVE PROPOSALS
UNLESS OTHERWISE INDICATED
Signature(s) should be exactly as
name or names appeairng on this
proxy. If shares are held
jointly, each holder should sign.
If signing is by attorney,
executor, administrator, trustee
or guardian, please give full
title.
Dated:
_____________________________, 1998
__________________________________
Signature(s)
__________________________________
Signature(s)
Sign, Date and return the Proxy
Card Promptly
using the Enclosed Envelope.
DREYFUS MUNICIPAL INCOME, INC.
The undersigned stockholder of Dreyfus Municipal Income, Inc. (the "Fund")
hereby appoints Robert R. Mullery and Michael A. Rosenberg, and each of
them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of the Fund
standing in the name of the undersigned at the close of business on March
25, 1998 at the Annual Meeting of Stockholders to be held at the offices of
The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New
York, commencing at 10:00 a.m. on Friday, May 22, 1998, and at any and all
adjournments thereof, with all of the powers the undersigned would possess
if then and there personally present and especially (but without limiting
the general authorization and power hereby given) to vote as indicated on
the proposals, as more fully described in the Proxy Statement for the
meeting.
FOLD AND DETACH HERE
