SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Mentor Income Fund, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule, or Registration Statement No.:

3) Filing Party:

4) Date Filed:

[LOGO]

Mentor Income Fund, Inc.

August 3, 1998

Dear Shareholder,

You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of Mentor Income Fund, Inc. The Meeting will be held at Riverfront
Plaza, 901 East Byrd Street, Richmond, Virginia on August 26, 1998 at 10:00
a.m. At the meeting, shareholders will be asked to consider the election of
three Directors and to ratify the selection of the Fund's independent
accountants.

Although the Board of Directors of the Fund would like very much to have
each shareholder attend the Meeting, it realizes that this is not possible.
Whether or not you plan to be present at the Meeting, your vote is needed.
Please complete, sign, and return the enclosed proxy card promptly. A
postage-paid envelope is enclosed for this purpose.

We look forward to seeing you at the Meeting or receiving your proxy card
so your shares may be voted at the Meeting.

Sincerely,

/s/ Daniel J. Ludeman /s/ Paul F. Costello
- --------------------- --------------------
Daniel J. Ludeman Paul F. Costello
Chairman of the Board President

SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.

Mentor Income Fund, Inc.
901 East Byrd Street
Richmond, Virginia 23219

--------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------------
August 26, 1998

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of
Shareholders of Mentor Income Fund, Inc., a Virginia corporation, will be held
at Riverfront Plaza, 901 East Byrd Street, Richmond, Virginia on August 26,
1998 at 10:00 a.m. for the following purposes:

1. To elect three Directors to hold office for the term specified and until
their successors are duly elected and qualified.

2. To ratify or reject the selection of KPMG Peat Marwick LLP as
independent accountants of the Fund for the fiscal year ending October 31,
1998.

3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.

Shareholders of record as of the close of business on July 22, 1998 are
entitled to notice of and to vote at the Meeting.

By Order of the Board of Directors,

/s/ Geoffrey B. Sale
--------------------
Geoffrey B. Sale
Secretary

August 3, 1998

Mentor Income Fund, Inc.
901 East Byrd Street
Richmond, Virginia 23219

-----------------
PROXY STATEMENT
-----------------

The enclosed proxy is solicited by the Board of Directors of Mentor Income
Fund, Inc. for use at the Annual Meeting of Shareholders of the Fund to be held
at 10:00 a.m. on August 26, 1998, at Riverfront Plaza, 901 East Byrd Street,
Richmond, Virginia and any adjournment thereof (the "Meeting"). Shareholders of
record at the close of business on July 22, 1998 (the "Record Date") are
entitled to vote at the Meeting or any adjourned session. These proxy materials
are first being made available to shareholders on or about August 3, 1998.

Shares represented by timely and properly executed proxies will be voted
as specified. Executed proxies that are unmarked will be voted for the election
of the nominees for Director and ratification of independent accountants. A
proxy may be revoked at any time prior to its use. It may be revoked by filing
with the Secretary of the Fund an instrument of revocation or a duly executed
proxy bearing a later date. It may also be revoked by attendance at the meeting
and election to vote in person.

The cost of soliciting proxies will be borne by the Fund. In addition to
solicitation by mail, proxies may be solicited by Directors, officers, and
regular employees and agents of the Fund without compensation therefor. The
Fund may reimburse brokerage firms and others for their expenses in forwarding
proxy materials to the beneficial owners and soliciting them to execute the
proxies.

As of the Record Date, there were 11,817,776 shares of the Fund
outstanding. Each share will be entitled to one vote on all matters presented
at the Meeting. The shares of the Fund do not have cumulative voting rights. As
of July 22, 1998, all the Directors and officers and the nominees for election
as a Director of the Fund, as a group, owned beneficially 63,131 shares of the
Fund (less than 1% of the total outstanding shares). As of the Record Date, to
the knowledge of management, no person owned beneficially 5% or more of the
outstanding shares of the Fund.

As of July 22, 1998, the Fund had net assets of $117,990,723.

Shareholder proposals to be presented at the next Annual Meeting of
Shareholders must be received at the Fund's office, Riverfront Plaza, 901 East
Byrd Street, Richmond, Virginia 23219, no later than April 28, 1999.

Copies of the Annual Report of the Fund for the fiscal year ended October
31, 1997 and the Semi-Annual Report of the Fund for the period ended April 30,
1998 may be obtained without charge by calling Mentor Investment Group, LLC at
1-800-869-6042 or writing Mentor Investment Group, LLC, Investor Relations
Office, Riverfront Plaza, 901 East Byrd Street, Richmond, Virginia 23219.

I. ELECTION OF DIRECTORS

The Fund's Articles of Incorporation provide that the Fund's Board of
Directors shall be divided into three classes, each having a term of three
years. Each year the term of office of one class will expire. The Board of
Directors of the Fund is proposing that shareholders elect Messrs. Jerry R.
Barrentine, Arnold H. Dreyfuss, and Arch T. Allen, III to serve as Directors of
the Fund; each would serve for a three-year term to expire at the 2001 Annual
Meeting of Shareholders and until his successor is duly elected and qualified.
Each of Messrs. Barrentine, Dreyfuss, and Allen has consented to serve as a
Director if elected. However, if any of them declines or becomes unavailable
for election, the proxy confers discretionary power on the persons named
therein to vote in favor of substitute nominees.

Nominees for Director. The following table provides information concerning
the nominees for election as a Director.

Shares owned
Name, Address, and Director Beneficially as
Offices with the Fund Principal Occupation and Age Since of July 22, 1998
- -------------------------- ---------------------------------------------- ---------- -----------------

Class II nominees to serve until the 2001 Annual Meeting of Shareholders:

Jerry R. Barrentine President, J.R. Barrentine & Associates 1988 6,025**
17716 River Ford Drive (mortgage banking consultants) (since July
Davidson, NC 28036 1997). Trustee, Mentor Funds, Mentor
Director Variable Investment Portfolios, Mentor
Institutional Trust, and Cash Resource Trust;
Director, America's Utility Fund, Inc.
Formerly, Executive Vice President and CFO,
Barclays American/Mortgage Corporation
(financial services) (November 1992-July
1997); Managing Partner, Barrentine Lott &
Associates, Inc. (financial services
consultants) (November 1981-November
1992). (Age 64)

Arch T. Allen, III Attorney at Law, Raleigh, North Carolina 1997 None
1214 Cowper Drive (since August 1995). Trustee, Mentor Funds,
Raleigh, NC 27608 Mentor Variable Investment Portfolios, Mentor
Director Institutional Trust, and Cash Resource Trust.
Formerly, Vice Chancellor for Development
and University Relations, University of
North Carolina at Chapel Hill. Director,
America's Utility Fund, Inc. (November
1993-October 1997). (Age 57)

Arnold H. Dreyfuss Chairman, Eskimo Pie Corporation. Director, 1997 None
901 Morefield Park Drive Old America Stores. Trustee, Mentor Funds,
Richmond, VA 23236 Mentor Variable Investment Portfolios, Mentor
Director Institutional Trust, and Cash Resource Trust;
Director, America's Utility Fund, Inc.
Formerly, Chairman and Chief Executive
Officer, Hamilton Beach/Proctor-Silex, Inc.
(Age 69)

Continuing Directors. The other current Directors of the Fund include
three Class I Directors and four Class III Directors, none of whom is a nominee
for election at the Meeting and all of whom will continue in office after the
Meeting for the terms shown below. They are as follows:

Class I (Term Expiring in 2000)

Weston E. Edwards President, Weston Edwards & Associates 1988 47,089**
361 Forest Avenue (business brokers and consultants)
Suite 205 (September 1994-present and July
Laguna Beach, CA 92651 1988-July 1993). Trustee, Mentor Funds,
Director Mentor Variable Investment Portfolios,
Mentor Institutional Trust, and Cash
Resource Trust; Director, America's Utility
Fund, Inc. Founder and Chairman, The
Housing Roundtable (since February 1981).
Formerly, President, Smart Mortgage
Access, Inc. (realtor-based mortgage
services) (July 1993-September 1994).
(Age 64)

Troy A. Peery, Jr. President, Heilig-Meyers Company (a retail 1997 None
12560 West Creek Parkway furniture company). Director, S&K Famous
Richmond, VA 23238 Brands, Inc. and Open Plan Systems, Inc.
Director Trustee, Mentor Variable Investment
Portfolios, Mentor Funds, Mentor
Institutional Trust, and Cash Resource
Trust; Director, America's Utility Fund,
Inc. (Age 52)

Peter J. Quinn, Jr.* President, Mentor Distributors, LLC; 1997 None
901 East Byrd Street Managing Director, Mentor Investment
Richmond, VA 23219 Group, LLC, Mentor Investment Advisors,
Director LLC, and Wheat First Butcher Singer, Inc.;
Trustee, Mentor Funds, Mentor Variable
Investment Portfolios, Mentor Institutional
Trust, and Cash Resource Trust; Director,
America's Utility Fund, Inc. Formerly,
Senior Vice President/ Director of Mutual
Funds, Wheat First Butcher Singer, Inc.
(Age 38)

Shares owned
Name, Address, and Director Beneficially as
Offices with the Fund Principal Occupation and Age Since of July 22, 1998
- ----------------------- -------------------------------------------- ---------- -----------------

Class III (Term Expiring in 1999)

J. Garnett Nelson Consultant, Mid-Atlantic Holdings, LLC 1991 7,017**
5621 Cary Street Road (since February 1995). Trustee, Mentor
#100 Funds, Mentor Variable Investment
Richmond, VA 23226 Portfolios, Mentor Institutional Trust, and
Director Cash Resource Trust. Director, America's
Utility Fund, Inc. Director, GE Investment
Funds, Inc., successor to Life of Virginia
Series Fund, Inc. (since 1990); Director,
LandAmerica Financial Group, Inc. (since
1991); Member, Investment Advisory
Committee, Virginia Retirement System
(since April 1995). Formerly, Senior Vice
President, The Life Insurance Company of
Virginia (1990- February 1995). (Age 59)

Daniel J. Ludeman* Chairman and Chief Executive Officer, 1993 3,000**
901 East Byrd Street Mentor Investment Group, LLC (since July
Richmond, VA 23219 1991); Managing Director, Wheat, First
Chairman of the Board Securities, Inc. (since August 1984);
Director, Wheat First Butcher Singer, Inc.
(since June 1991); Chairman and Director,
America's Utility Fund, Inc.; Chairman and
Trustee, Mentor Variable Investment
Portfolios, Mentor Funds, Cash Resource
Trust, and Mentor Institutional Trust.
(Age 41)

Thomas F. Keller R.J. Reynolds Industries Professor of 1997 None
Fuqua School of Business Business Administration and Former Dean
Duke University of Fuqua School of Business, Duke
Box 90120 University. Director, LADD Furniture, Inc.,
Durham, NC 27708-0120 Wendy's International, Inc., American
Director Business Products, Inc., Dimon, Inc., and
Biogen, Inc. Director, Nations Balanced
Target Maturity Fund, Inc., Nations
Government Income Term Trust 2003, Inc.,
Nations Government Income Term Trust
2004, Inc., Hatteras Income Securities, Inc.,
Nations Institutional Reserves, Nations
Fund Trust, Nations Fund, Inc., Nations
Fund Portfolios, Inc., and Nations LifeGoal
Fund, Inc. Trustee, Mentor Variable
Investment Portfolios, Mentor Funds,
Mentor Institutional Trust, and Cash
Resource Trust; Director, America's Utility
Fund, Inc. (Age 66)

Louis W. Moelchert, Jr. Vice President for Investments, University 1997 None
University of Richmond of Richmond. Director, Venture Lending &
Maryland Hall Leasing II, Inc. (a closed-end investment
Richmond, VA 23173 company) and America's Utility Fund, Inc.
Director Trustee, The Common Fund, Mentor
Variable Investment Portfolios, Mentor
Funds, Mentor Institutional Trust, and Cash
Resource Trust. (Age 56)

- ----------
* Each of Messrs. Ludeman and Quinn is an "interested person" of the Fund as
that term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), by reason of his association with Mentor Investment Advisors,
LLC ("Mentor Advisors") and its affiliates.

** Less than 1% of the total outstanding shares.

Remuneration of Directors and officers. Each Director who is not an
officer or employee of Mentor Advisors, the Fund's investment adviser, or its
affiliates, receives an annual fee of $20,000 from the Mentor Family of Funds.
The term "Mentor Family of Funds" includes the Fund, America's Utility Fund,
Inc., Mentor Funds, Mentor Variable Investment Portfolios, Mentor Institutional
Trust, and Cash Resource Trust. A portion of the annual fee will be paid by the
Fund based on the amount of its net assets in relation to the net assets of the
Mentor Family of Funds as a whole. In addition, the Directors receive a fee of
$3,000 for each meeting attended. Members of the Audit Committee receive a fee
of $1,000 for each meeting of the Audit Committee they attend, in addition to
which the Chairman of the Audit Committee receives an annual fee of $2,000. The
Fund does not pay any compensation to its officers or Directors who are
affiliated with Mentor Advisors.

The following table sets forth aggregate compensation paid by the Fund to
each non-interested Director during the fiscal year ended October 31, 1997. The
Total Compensation column listed below includes compensation paid to each of
the Directors for his services as a Director or Trustee of one or more of
America's Utility Fund, Inc., Mentor Funds, Mentor Variable Investment
Portfolios, Mentor Institutional Trust, and Cash Resource Trust (the "Trusts")
for the year ended December 31, 1997. The Fund and the Trusts are considered
part of the same "Fund Complex" for this purpose.

Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as Part From Fund Complex Paid
Name of Director From Fund* of Fund Expenses to Directors*
- ---------------------------- --------------- -------------------------- -----------------------

Jerry R. Barrentine $20,000 None $20,000
Arnold H. Dreyfuss None None 12,200
Arch T. Allen, III None None 11,000
Troy A. Peery, Jr. None None 11,175
Weston E. Edwards 28,000 None 28,000
J. Garnett Nelson 20,000 None 20,000
Thomas F. Keller None None 12,200
Louis W. Moelchert, Jr. None None 26,200

- ----------
* For periods prior to October 14, 1997, the compensation figures listed
reflect the fee schedules for Directors/Trustees of the Fund and the Trusts in
effect through that date.

Officers of the Fund are appointed by the Directors and serve at the
pleasure of the Board. The officers of the Fund, other than those who are
Directors or a nominee for Director, are as follows: Paul F. Costello (Age 37),
President since June 1994; Terry L. Perkins (Age 51), Treasurer since December
1988; Geoffrey B. Sale (Age 33), Secretary since April 1998. During the past
five years, the principal occupations of the officers have been as follows:
Paul F. Costello -- Managing Director of Mentor Investment Group, LLC and Wheat
First Butcher Singer, Inc., and Mentor Investment Advisors, LLC -- President,
Mentor Funds, Mentor Variable Investment Portfolios, America's Utility Fund,
Inc., Mentor Institutional Trust, and Cash Resource Trust; Director, Mentor
Perpetual Advisors, LLC and Mentor Trust Company. Terry L. Perkins -- Senior
Vice President and Treasurer, Mentor Investment Group, LLC; Treasurer, Mentor
Funds, Mentor Variable Investment Portfolios, Cash Resource Trust, Mentor
Institutional Trust, and America's Utility Fund, Inc.; formerly, Treasurer and
Comptroller, Ryland Capital Management, Inc. Geoffrey B. Sale -- Associate Vice
President and Secretary, Mentor Investment Group, LLC; Clerk, Mentor
Institutional Trust; Secretary, America's Utility Fund, Inc., Cash Resource
Trust, Mentor Funds, and Mentor Variable Investment Portfolios. Each person
named as an officer has been elected to the indicated office by the Board of
Directors and serves at the pleasure of the Board.

The Fund has a standing Audit Committee currently consisting of Messrs.
Dreyfuss, Barrentine, and Moelchert, each of whom is a Director and not an
interested person of the Fund. The Audit Committee reviews both the audit and
non-audit work of the Fund's independent accountants, submits a recommendation
to the Board of Directors as to the selection of independent accountants, and
reviews generally the maintenance of the Fund's records and the safekeeping
arrangements of the Fund's custodian. The Fund has no other committees of the
Board of Directors.

During the fiscal year ended October 31, 1997, there were four meetings of
the Board of Directors and two meetings of the Audit Committee. Each of the
incumbent Directors who served as a Director during the fiscal year ended
October 31, 1997 attended at least 75% of the meetings of the Board of
Directors and the Audit Committee he was eligible to attend that were held
during the fiscal year ended October 31, 1997.

The table below shows the shares of the Fund held on or about July 15,
1998 by (i) each Director and the President of the Fund and (ii) all Directors
and the President of the Fund as a group.

Ownership of
Name Shares of the Fund Percent of Shares
- -------------------------------------------- -------------------- ------------------

Daniel J. Ludeman 3,000 *
Troy A. Peery, Jr. 0 *
Arnold H. Dreyfuss 0 *
Thomas F. Keller 0 *
Peter J. Quinn, Jr. 0 *
Louis W. Moelchert, Jr. 0 *
Arch T. Allen, III 0 *
Weston E. Edwards 47,089 *
Jerry R. Barrentine 6,025 *
J. Garnett Nelson 7,017 *
Paul F. Costello 0 *
All Directors and the President as a Group 63,131 *

- ----------
* Less than 1% of the outstanding shares of the Fund.

Investment adviser and administrator. Mentor Investment Advisors, LLC, a
Virginia limited liability company, serves as investment adviser to the Fund;
Mentor Investment Group, LLC, a Virginia limited liability company ("Mentor
Investment Group"), serves as administrator to the Fund. Mentor Advisors is a
wholly owned subsidiary of Mentor Investment Group and its affiliates. Mentor
Investment Group is a subsidiary of Wheat First Butcher Singer, Inc., which is
in turn a wholly owned subsidiary of First Union Corp. The business address of
Mentor Advisors, Mentor Investment Group, LLC, and Wheat First Butcher Singer,
Inc. is 901 East Byrd Street, Richmond, Virginia 23219.

On January 31, 1998, Wheat First Butcher Singer, Inc., Mentor's parent
company, was acquired by First Union Corp. ("First Union"). First Union is a
global financial services company with approximately $172 billion in assets and
$12 billion in total stockholders' equity. Certain Directors and officers of
the Fund who are interested persons of Mentor Advisors or the Fund benefitted
from that transaction due to their ownership of, or positions with, Wheat,
First Butcher Singer, Inc. or its affiliates.

Section 16(a) Beneficial Ownership Reporting Compliance. The Fund's
Directors and officers, and any persons holding more than ten percent of the
Fund's common stock, as well as affiliated persons of Mentor Advisors, are
required to file with the Securities and Exchange Commission certain reports
regarding their ownership of the Fund's common stock and any changes in that
ownership. Specific dates for the filing of such reports have been established,
and the Fund is required to report in this proxy statement any failure by such
persons to file the reports by those dates during its most recent fiscal year.
To the knowledge of the Fund, none of such persons failed to file such reports
by the required dates during the Fund's fiscal year ended October 31, 1997. For
this purpose, the Fund has relied solely on the representations of its
incumbent Directors and officers and on copies of reports filed with the
Securities and Exchange Commission.

Required vote. The election of the nominees to the Board of Directors
requires the vote of a plurality of the shares voted.

The Board of Directors recommends that shareholders vote FOR the election
of each of the nominees as a Director of the Fund.

II. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors, including the Directors who are not interested
persons of the Fund, has selected KPMG Peat Marwick LLP ("KPMG") as independent
accountants for the Fund for the fiscal year ending October 31, 1998. KPMG was
selected primarily on the basis of its expertise as auditors of investment
companies, the quality of its audit services, and the competitiveness of the
fees charged for these services. No representative of KPMG is expected to be
present at the Meeting, although an opportunity will be afforded KPMG to make a
statement if it desires to do so and to respond to appropriate questions.

Coopers & Lybrand L.L.P. served as independent accountants for the Fund
until December 11, 1996.

The Board of Directors recommends that you vote "FOR" this proposal.

III. MISCELLANEOUS

Voting of proxies. If the accompanying form of proxy is executed properly
and returned, shares represented by it will be voted at the Meeting in
accordance with the instructions on the proxy. However, if no instructions are
specified, shares will be voted FOR the election of each Director and
ratification of independent accountants.

Other business. The Board of Directors knows of no other business to be
brought before the Meeting. However, if any other matters properly come before
the Meeting, it is the Board of Directors' intention that proxies which do not
contain specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named in the enclosed form of
proxy.

Quorum. The Fund's Bylaws provide that the holders of a majority of the
shares issued and outstanding and entitled to vote, present in person or by
proxy, shall constitute a quorum for the transaction of business at the
Meeting.

Adjournment. In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of the Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting with respect to those proposals, in accordance with
applicable law, to permit further solicitation of proxies with respect to those
proposals. In addition, if, in the judgment of the persons named as proxies,
subsequent developments make it advisable to defer action on one or more
proposals, but not all proposals, the persons named as proxies may propose one
or more adjournments of the Meeting with respect to those proposals for a
reasonable time in order to defer action on such proposals as they deem
advisable. Any such adjournments will require the affirmative vote of a
majority of the shareholders present in person or represented by proxy at the
session of the Meeting to be adjourned, as permitted by applicable law. The
persons named as proxies will vote in favor of such adjournment with respect to
a proposal those proxies which they are entitled to vote in favor of the
proposal. They will vote against any such adjournment those proxies which have
been instructed to vote against such proposal, and they will vote to abstain
any such proxies which they are required to abstain from voting on such
proposal. The costs of any such additional solicitation and of any adjourned
session will be borne by the Fund. Any proposals for which sufficient favorable
votes have been received by the time of the Meeting may be acted upon and
considered final regardless of whether the Meeting is adjourned with respect to
any other proposal.

Tabulation of votes. Votes cast by proxy or in person at the Meeting will
be counted by one or more persons appointed by the Fund to act as inspectors
for the Meeting. The inspectors will count the total number of votes cast "for"
approval of each proposal for purposes of determining whether sufficient
affirmative votes have been cast. The inspectors will count shares represented
by proxies that withhold authority to vote or that reflect abstentions or
"broker non-votes" (i.e., shares held by brokers or nominees as to which (i)
instructions have not

been received from the beneficial owners or persons entitled to vote and (ii)
the broker or nominee does not have the discretionary voting power on a
particular matter) as shares that are present and entitled to vote on the
matter for purposes of determining the presence of a quorum. Abstentions and
broker non-votes will have no effect on the proposal to elect Directors, but
will have the effect of a negative vote on the proposal to ratify the Fund's
independent accountants.

Date for receipt of shareholders' proposals for subsequent meetings of
shareholders. The Fund intends to hold an annual meeting of shareholders in
1999 to elect Directors and to ratify or reject the selection of its
independent accountants, among other things. Shareholder proposals for
inclusion in the Fund's proxy statement for the meeting must be received by the
Fund no later than April 28, 1999.

PLEASE COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY PROMPTLY.

August 3, 1998

MENTOR INCOME FUND, INC.

ANNUAL MEETING OF SHAREHOLDERS o AUGUST 26, 1998

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Paul F. Costello, Terry L. Perkins and
Geoffrey B. Sale, and each of them separately, as proxies, with power of
substitution to each, to represent and to vote in the name, place and stead of
the undersigned at the Annual Meeting of Shareholders of MENTOR INCOME FUND,
INC. (the "Fund") to be held at Riverfront Plaza, 901 East Byrd Street,
Richmond, Virginia 23219, on Wednesday, August 26, 1998, at 10:00 a.m., and at
any adjournment thereof, all of the shares of the Fund which the undersigned
would be entitled to vote if personally present.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS SPECIFIED ON
THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE
NOMINEES FOR DIRECTOR IN ITEM 1 AND IN FAVOR OF ITEM 2.

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting, and, if any nominee for Director
declines or becomes unavailable for election, to vote for a substitute nominee.
The Board of Directors recommends a vote FOR each proposal.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

Please sign this proxy exactly as your name(s) appear(s) hereon. Joint owners
should each sign personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized
officer who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE COMMENTS?
___________________________________ _________________________________
___________________________________ _________________________________
___________________________________ _________________________________

________________________________________________________________________________

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

________________________________ 1. To elect three Directors to hold office
for the term specified and until their
MENTOR INCOME FUND, INC. successors are duly elected and qualified.

________________________________ For All Withhold For All
Nominees All Except

[ ] [ ] [ ]

Jerry R. Barrentine
Arnold H. Dreyfuss
Arch T. Allen, III

NOTE: If you do not wish your shares voted "For" a
particular nominee, mark the "For All Except" box and
strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).

2. To ratify or reject the elections of KPMG Peat Marwick LLP
as independent accountants of the Fund for the fiscal
year ending October 31, 1998.

For Against Abstain
[ ] [ ] [ ]

Please be sure to sign and Date
date this Proxy.
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]

Stockholder sign here Co-owner sign here RECORD DATE SHARES: