VAN KAMPEN PRIME RATE INCOME TRUST
SC TO-I, EX-99.(A)(4), 2000-06-16
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                                                                  EXHIBIT (a)(4)

Dear Shareholder:

     As you requested, we are enclosing a copy of the Van Kampen Prime Rate
Income Trust ("Trust") Offer to Purchase 100,569,693 of its issued and
outstanding common shares of beneficial interest ("Common Shares") and the
related Letter of Transmittal (which together constitute the "Offer"). The Offer
is at the net asset value ("NAV") per Common Share determined as of 5:00 P.M.
Eastern Standard Time on July 14, 2000, the Expiration Date of the Offer. An
"Early Withdrawal Charge" will be imposed on most Common Shares accepted for
payment that have been held for less than five years. Please read carefully the
enclosed documents.

     If, after reviewing the information set forth in the Offer, you wish to
tender Common Shares for purchase by the Trust, please either follow the
instructions contained in the Offer to Purchase and Letter of Transmittal or, if
your Common Shares are held of record in the name of a broker, dealer or other
nominee, contact such broker, dealer or nominee to effect the tender for you.

     Neither the Trust nor its Board of Trustees is making any recommendation to
any holder of Common Shares as to whether to tender Common Shares. Each
shareholder is urged to consult his or her broker or tax adviser before deciding
whether to tender any Common Shares.

     The Trust's NAV per Common Share from June 9, 1998 through June 9, 2000
ranged from a high of $9.99 to a low of $9.51. On June 9, 2000 the NAV was $9.52
per Common Share. You can obtain current NAV quotations from Van Kampen Funds
Inc. by calling (800) 341-2911 between the hours of 7:00 A.M. and 7:00 P.M.
Central Standard Time, Monday through Friday, except holidays. NAV quotes also
may be obtained through the ICI Pricing Service which will be released each
Friday evening and published by the Dow Jones Capital Markets Wire Service on
each Friday; published in the New York Times on each Saturday; published in the
Chicago Tribune on each Sunday; and published weekly in Barron's magazine. The
Trust offers and sells its Common Shares to the public on a continuous basis.
The Trust is not aware of any secondary market trading for the Common Shares.

     Should you have any questions on the enclosed material, please call Van
Kampen Funds Inc. at (800) 341-2911 during ordinary business hours. We
appreciate your continued interest in Van Kampen Prime Rate Income Trust.

                                        Sincerely,

                                        VAN KAMPEN PRIME RATE INCOME TRUST

TO ENSURE PROCESSING OF YOUR REQUEST, A LETTER OF TRANSMITTAL OR A MANUALLY
SIGNED FACSIMILE OF IT (TOGETHER WITH ANY CERTIFICATES FOR COMMON SHARES AND ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE
EXPIRATION DATE (JULY 14, 2000).

                                                                43 PRT-010-06/00
                                                                             S/O


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