Exhibit 1(a)

                            ARTICLES OF INCORPORATION

                                       OF

                              MUNIINCOME FUND, INC.

                                    ARTICLE I

      THE UNDERSIGNED,  Jon R. Lewis, whose post-office  address is c/o Rogers &
Wells, 200 Park Avenue,  New York, New York 10166,  being at least eighteen (18)
years of age,  does  hereby act as an  incorporator,  under and by virtue of the
General Laws of the State of Maryland  authorizing the formation of corporations
and with the intention of forming a corporation.

                                   ARTICLE II

                                      NAME

      The name of the corporation is MUNIINCOME FUND, INC. (the "Corporation").

                                   ARTICLE III

                               PURPOSES AND POWERS

      The purpose or purposes for which the Corporation is formed is to act as a
closed-end,  management  investment  company under the Investment Company Act of
1940,  as  amended,  and to  exercise  and enjoy all of the  powers,  rights and
privileges  granted to, or conferred  upon,  corporations by the General Laws of
the State of Maryland now or hereafter in force.




                                   ARTICLE IV

                       PRINCIPAL OFFICE AND RESIDENT AGENT

      The post-office  address of the principal office of the Corporation in the
State of Maryland is c/o The  Corporation  Trust  Incorporated, 32 South Street,
Baltimore,  Maryland 21202. The name of the resident agent of the Corporation in
this State is The  Corporation  Trust Incorporated, a corporation of this State,
and the  post-office  address of the  resident  agent is The  Corporation  Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202.

                                    ARTICLE V

                                  CAPITAL STOCK

      (1) The total  number of shares of  capital  stock  which the  Corporation
shall have authority to issue is Two Hundred Million  (200,000,000)  shares, all
of one class  called  Common  Stock,  of the par value of Ten Cents  ($0.10) per
share and of the aggregate par value of Twenty Million Dollars ($20,000,000).

      (2) The Board of Directors may classify and reclassify any unissued shares
of capital  stock into one or more  additional or other classes or series as may
be  established  from time to time by  setting  or  changing  in any one or more
respects the  designations,  preferences,  conversion  or other  rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications or terms or
conditions  of  redemption  of  such  shares  of  stock  and  pursuant  to  such
classification  or  reclassification  to  increase  or  decrease  the  number of
authorized shares of any existing class or series.


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      (3) Unless otherwise expressly provided in the charter of the Corporation,
including  any  Articles  Supplementary  creating any class or series of capital
stock, the holders of each class or series of capital stock shall be entitled to
dividends  and  distributions  in  such  amounts  and at  such  times  as may be
determined by the Board of Directors,  and the dividends and distributions  paid
with  respect to the various  classes or series of capital  stock may vary among
such classes and series.

      (4) Unless otherwise expressly provided in the charter of the Corporation,
including  any  Articles  Supplementary  creating any class or series of capital
stock,  on each matter  submitted  to a vote of  stockholders,  each holder of a
share of capital stock of the Corporation shall be entitled to one vote for each
share  standing  in  such  holder's  name  on  the  books  of  the  Corporation,
irrespective of the class or series  thereof,  and all shares of all classes and
series shall vote together as a single class; provided,  however, that as to any
matter with respect to which a separate  vote of any class or series is required
by the  Investment  Company Act of 1940, as amended,  and in effect from time to
time, or any rules, regulations or orders issued thereunder,  or by the Maryland
General Corporation Law, such requirement as to a separate vote by that class or
series  shall  apply in lieu of a  general  vote of all  classes  and  series as
described above.

      (5)  Notwithstanding any provision of the Maryland General Corporation Law
requiring  a greater  proportion  than a majority of the votes of all classes or
series of capital stock of the  Corporation  (or of any class or series entitled
to vote thereon as


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a separate class or series) to take or authorize any action,  the Corporation is
hereby authorized  (subject to the requirements of the Investment Company Act of
1940, as amended,  and in effect from time to time,  and any rules,  regulations
and orders  issued  thereunder)  to take such action upon the  concurrence  of a
majority of the aggregate  number of shares of capital stock of the  Corporation
entitled to vote thereon (or a majority of the  aggregate  number of shares of a
class or series entitled to vote thereon as a separate class or series).

      (6) Unless otherwise expressly provided in the charter of the Corporation,
including  any  Articles  Supplementary  creating any class or series of capital
stock,  in the  event  of any  liquidation,  dissolution  or  winding  up of the
Corporation,  whether  voluntary or involuntary,  the holders of all classes and
series of capital stock of the Corporation  shall be entitled,  after payment or
provision for payment of the debts and other liabilities of the  Corporation, to
share ratably in the remaining net assets of the Corporation.

      (7) Any fractional shares shall carry  proportionately all the rights of a
whole  share,  excepting  any right to  receive a  certificate  evidencing  such
fractional share, but including,  without limitation,  the right to vote and the
right to receive dividends.

      (8) All persons who shall acquire stock in the  Corporation  shall acquire
the  same  subject  to  the  provisions  of  the  charter  and  By-Laws  of  the
Corporation. As used in the charter of the Corporation,  the terms "charter" and
"Articles of Incorporation" shall mean and include the Articles of Incorporation
of the


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Corporation as amended,  supplemented and restated from time to time by Articles
of Amendment, Articles Supplementary, Articles of Restatement or otherwise.

                                   ARTICLE VI

                           PROVISIONS FOR DEFINING, LIMITING AND
                           REGULATING CERTAIN POWERS OF THE
                           CORPORATION AND OF THE DIRECTORS
                           AND STOCKHOLDERS

      (1) The number of directors of the  Corporation  shall be three (3), which
number may be changed pursuant to the By-Laws of the Corporation but shall never
be less than three (3). The names of the directors who shall act until the first
annual meeting or until their successors are duly elected and qualify are:

                                  Robert Harris
                               Philip L. Kirstein
                                 Mark B. Goldfus

      (2) The Board of  Directors  of the  Corporation  is hereby  empowered  to
authorize the issuance from time to time of shares of capital stock, whether now
or hereafter  authorized,  for such  consideration as the Board of Directors may
deem  advisable,  subject  to such  limitations  as may be set  forth  in  these
Articles of Incorporation or in the By-Laws of the Corporation or in the General
Laws of the State of Maryland.

      (3) Each director and each officer of the Corporation shall be indemnified
by the Corporation to the full extent permitted by the General Laws of the State
of Maryland,  subject to the requirements of the Investment Company Act of 1940,
as amended. No amendment  of these  Articles of  Incorporation  or repeal of any
provision hereof shall limit or eliminate the benefits provided to


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directors  and  officers  under this  provision  in  connection  with any act or
omission that occurred prior to such amendment or repeal.

      (4) To the fullest  extent  permitted  by the General Laws of the State of
Maryland,  subject to the requirements of the Investment Company Act of 1940, as
amended, no director or officer of the Corporation shall be personally liable to
the Corporation or its security holders for money damages. No amendment of these
Articles  of  Incorporation  or repeal of any  provision  hereof  shall limit or
eliminate the benefits  provided to directors and officers  under this provision
in connection  with any act or omission that occurred prior to such amendment or
repeal.

      (5) The Board of Directors of the  Corporation  may make,  alter or repeal
from time to time any of the By-Laws of the  Corporation  except any  particular
By-Law which is specified as not subject to alteration or repeal by the Board of
Directors, subject to the requirements of the Investment Company Act of 1940, as
amended.

      (6) A  director  elected by the  holders  of capital  stock may be removed
(with or without  cause),  but only by action  taken by the  holders of at least
sixty-six and  two-thirds  percent (66 2/3%) of the shares of capital stock then
entitled to vote in an election to fill that directorship.

                                   ARTICLE VII

                           DENIAL OF PREEMPTIVE RIGHTS

      No shareholder of the Corporation shall by reason of his holding shares of
capital stock have any preemptive or preferential right to purchase or subscribe
to any  shares of  capital  stock of the  Corporation,  now or  hereafter  to be
authorized, or any notes,


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debentures,  bonds or other securities convertible into shares of capital stock,
now or  hereafter  to be  authorized,  whether or not the  issuance  of any such
shares, or notes,  debentures,  bonds or other securities would adversely affect
the dividend or voting  rights of such  shareholder;  and the Board of Directors
may issue  shares of any class of the  Corporation,  or any  notes,  debentures,
bonds, other securities convertible into shares of any class, either whole or in
part, to the existing shareholders.

                                  ARTICLE VIII

                              DETERMINATION BINDING

      Any  determination  made in good faith,  so far as accounting  matters are
involved,  in accordance with accepted accounting practice by or pursuant to the
direction of the Board of Directors, as to the amount of assets,  obligations or
liabilities  of  the  Corporation,  as to  the  amount  of  net  income  of  the
Corporation  from  dividends  and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of any reserves
or charges set up and the  propriety  thereof,  as to the time of or purpose for
creating  reserves or as to the use,  alteration or cancellation of any reserves
or charges  (whether or not any  obligation or liability for which such reserves
or charges shall have been created,  shall have been paid or discharged or shall
be then or thereafter required to be paid or discharged), as to the price of any
security  owned by the  Corporation  or as to any other matters  relating to the
issuance,  sale, redemption or other acquisition or disposition of securities or
shares of capital stock of the  Corporation,  and any  reasonable  determination
made in good


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faith by the Board of  Directors  as to whether any  transaction  constitutes  a
purchase  of  securities  on  "margin,"  a sale  of  securities  "short,"  or an
underwriting of the sale of, or a participation  in any  underwriting or selling
group in connection with the public  distribution  of, any securities,  shall be
final and conclusive,  and shall be binding upon the Corporation and all holders
of its capital stock,  past, present and future, and shares of the capital stock
of the  Corporation  are issued  and sold on the  condition  and  understanding,
evidenced  by the  purchase of shares of capital  stock or  acceptance  of share
certificates,  that  any  and  all  such  determinations  shall  be  binding  as
aforesaid. No provision of these Articles of Incorporation shall be effective to
(a) require a waiver of compliance  with any provision of the  Securities Act of
1933, as amended,  or the Investment Company Act of 1940, as amended,  or of any
valid  rule,  regulation  or order of the  Securities  and  Exchange  Commission
thereunder  or (b) protect or purport to protect any  director or officer of the
Corporation  against any liability to the Corporation or its security holders to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless  disregard of the duties involved in the conduct of
his office.

                                   ARTICLE IX

                               PERPETUAL EXISTENCE

      The duration of the Corporation shall be perpetual.


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                                    ARTICLE X

                        PRIVATE PROPERTY OF STOCKHOLDERS

      The private  property of Stockholders  shall not be subject to the payment
of corporate debts to any extent whatsoever.

                                   ARTICLE XI

                         CONVERSION TO OPEN-END COMPANY

      Notwithstanding any other provisions of these Articles of Incorporation or
the  By-Laws of the  Corporation,  a  favorable  vote of the holders of at least
sixty-six and two-thirds  percent (66 2/3%) of the outstanding shares of capital
stock of the Corporation entitled to be voted on the matter shall be required to
approve,  adopt or authorize an amendment to these Articles of  Incorporation of
the  Corporation  that makes the Common Stock a  "redeemable  security" (as that
term is defined in section  2(a) (32) the  Investment  Company  Act of 1940,  as
amended) unless such action has previously been approved,  adopted or authorized
by the affirmative  vote of at least two-thirds of the total number of directors
fixed in  accordance  with the  By-Laws  of the  Corporation,  in which case the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
capital stock of the Corporation entitled to vote thereon shall be required.

                                   ARTICLE XII

                       MERGER, SALE OF ASSETS, LIQUIDATION

      Notwithstanding any other provisions of these Articles of Incorporation or
the  By-Laws of the  Corporation,  a  favorable  vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%)


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of the  outstanding  shares of capital stock of the  Corporation  entitled to be
voted on the matter  shall be  required  to approve,  adopt or  authorize  (i) a
merger or  consolidation or statutory share exchange of the Corporation with any
other corporation,  (ii) a sale of all or substantially all of the assets of the
Corporation (other than in the regular course of its investment activities),  or
(iii) a liquidation or dissolution  of the  Corporation,  unless such action has
previously been approved,  adopted or authorized by the  affirmative  vote of at
least  two-thirds of the total number of directors  fixed in accordance with the
By-Laws of the Corporation, in which case the affirmative vote of the holders of
a  majority  of the  outstanding  shares  of  capital  stock of the  Corporation
entitled to vote thereon shall be required.

                                  ARTICLE XIII

                                    AMENDMENT

      The Corporation  reserves the right to amend,  alter, change or repeal any
provision  contained in these  Articles of  Incorporation,  in the manner now or
hereafter  prescribed  by statute,  including  any  amendment  which  alters the
contract rights, as expressly set forth in the charter, of any outstanding stock
and  substantially  adversely  affects the  stockholders'  rights and all rights
conferred  upon  stockholders  herein are granted  subject to this  reservation.
Notwithstanding  any other  provisions of these Articles of Incorporation or the
By-Laws  of  the  Corporation  (and  notwithstanding  the  fact  that  a  lesser
percentage  may be  specified by law,  these  Articles of  Incorporation  or the
By-Laws of the Corporation) the amendment or repeal of Section (5) of Article V,


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Section (1),  Section (3),  Section (4),  Section (5) and Section (6) of Article
VI,  Article IX,  Article X, Article XI,  Article XII, or this Article  XIII, of
these  Articles  of  Incorporation  shall  require the  affirmative  vote of the
holders  of  at  least  sixty-six  and  two-thirds  percent  (66  2/3%)  of  the
outstanding  shares of capital stock of the Corporation  entitled to be voted on
the matter.

      IN WITNESS WHEREOF, the undersigned  incorporator of MuniIncome Fund, Inc.
hereby executes the foregoing  Articles of  Incorporation  and  acknowledges the
same to be his act and further  acknowledges that, to the best of his knowledge,
the matters and facts set forth therein are true in all material  respects under
the penalties of perjury.

Dated the 14th day
of April 1993

                                        /s/ Jon R. Lewis
                                        -----------------------
                                             Jon R. Lewis


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