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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

STRATEGIC GLOBAL INCOME FUND, INC.
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(Name of Registrant as Specified In Its Charter)

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

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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

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(3) Filing Party:

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(4) Date Filed:

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Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

STRATEGIC GLOBAL INCOME FUND, INC.

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NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
March 21, 2002

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TO THE SHAREHOLDERS:

The annual meeting of shareholders of Strategic Global Income Fund, Inc.
("Fund") will be held on March 21, 2002 at 10:30 a.m., Eastern time, at 51 West
52nd Street, 16th Floor, New York, New York 10019 for the following purposes:

(1) To elect twelve (12) Directors to serve until the annual meeting of
shareholders in 2003, or until their successors are elected and
qualified; and

(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.

You are entitled to vote at the meeting and any adjournments thereof if you
owned Fund shares at the close of business on January 18, 2002. If you attend
the meeting, you may vote your shares in person. If you do not expect to attend
the meeting, please complete, date, sign and return the enclosed proxy card in
the enclosed postage paid envelope.

By order of the Board of Directors,

Amy R. Doberman
Secretary

January 28, 2002
51 West 52nd Street
New York, New York 10019-6114

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN.

Please indicate your voting instructions on the enclosed proxy card, date
and sign it, and return it in the postage paid envelope provided. If you sign,
date and return the proxy card but give no voting instructions, your shares
will be voted "FOR" the nominees for Director named in the attached proxy
statement and "FOR" all other proposals noticed above. In order to avoid the
additional expense to the Fund of further solicitation, we ask your
cooperation in mailing in your proxy card promptly.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general guidelines for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund of validating your
vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.

3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:

Registration Valid Signature
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Corporate Accounts
(1) ABC Corp................................................. ABC Corp.
John Doe, Treasurer
(2) ABC Corp................................................. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer........................ John Doe
(4) ABC Corp. Profit Sharing Plan............................ John Doe, Trustee

Partnership Accounts
(1) The XYZ Partnership...................................... Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership..................... Jane B. Smith, General Partner

Trust Accounts
(1) ABC Trust Account........................................ Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/18/78...................... Jane B. Doe

Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA/UTMA.. John B. Smith
(2) Estate of John B. Smith.................................. John B. Smith, Jr., Executor

STRATEGIC GLOBAL INCOME FUND, INC.
51 West 52nd Street
New York, New York 10019-6114

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PROXY STATEMENT

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Annual Meeting of Shareholders To Be Held on March 21, 2002

This statement is furnished to the shareholders of Strategic Global Income
Fund, Inc. ("Fund") in connection with the Board of Directors' solicitation of
proxies to be used at the annual meeting of the shareholders of the Fund to be
held on March 21, 2002 at 10:30 a.m., Eastern time, at 51 West 52nd Street,
16th Floor, New York, New York 10019, or any adjournment or adjournments
thereof ("Meeting"). This proxy statement and the related proxy card will first
be mailed to shareholders on or about January 28, 2002.

A majority of the shares outstanding on January 18, 2002, represented in
person or by proxy, must be present for the transaction of business at the
Meeting. In the event that a quorum is not present at the Meeting, or if a
quorum is present at the Meeting but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy. The persons named as
proxies will vote those proxies which they are entitled to vote "FOR" any such
proposal in favor of such an adjournment, and will vote those proxies required
to be voted "AGAINST" any such proposal against such adjournment. A shareholder
vote may be taken on one or more of the proposals in this proxy statement prior
to any such adjournment if sufficient votes have been received and it is
otherwise appropriate.

Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners
or other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present for purposes of determining whether a quorum is
present but will not be voted for or against any adjournment or proposal.
Accordingly, abstentions and broker non-votes effectively will be a vote
against adjournment but will have no effect on Proposal 1, for which the
required vote is a plurality.

The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your shares will be voted
"FOR" the twelve nominees for Director named herein, in the proxies'
discretion, either FOR or AGAINST any other business that may properly arise at
the meeting. You may revoke any proxy card by giving another proxy or by letter
or telegram revoking the initial proxy. To be effective the Fund must receive
your revocation prior to the Meeting and your revocation must indicate your
name and account number. In addition, if you attend the Meeting in person you
may, if you wish, vote by ballot at the Meeting, thereby cancelling any proxy
previously given.

As of the record date, January 18, 2002, the Fund has 18,258,828 shares of
common stock outstanding. The solicitation of proxies, the cost of which will
be borne by the Fund, will be made primarily by mail but also may include
telephone and oral communications by regular employees of Brinson Advisors,
Inc. ("Brinson Advisors")

or UBS PaineWebber Inc. ("UBS PaineWebber/SM/*"), who will not receive any
compensation therefor from the Fund. Management does not know of any person who
owns beneficially 5% or more of the Fund. Each full share of the Fund
outstanding is entitled to one vote and each fractional share of the Fund
outstanding is entitled to a proportionate share of one vote.

Brinson Advisors serves as the Fund's investment advisor and administrator.
Brinson Advisors, a Delaware corporation, is an indirect wholly owned asset
management subsidiary of UBS AG. UBS AG, headquartered in Zurich, Switzerland,
is an internationally diversified organization with operations in many areas of
the financial services industry. Brinson Advisors is located at 51 West 52nd
Street, New York, New York 10019-6114. The principal business address of UBS
PaineWebber is 1285 Avenue of the Americas, New York, New York 10019-6028. The
principal business address of UBS AG is Bahnhofstrasse 45, Zurich, Switzerland.

The Fund's annual report containing financial statements for the fiscal year
ended November 30, 2001, is being mailed to shareholders concurrently with this
proxy statement.

PROPOSAL 1. ELECTION OF DIRECTORS

Proposal 1 relates to the election of Directors of the Fund. Management
proposes the election of the twelve nominees named in the table below. Each
nominee, including those who are not "interested persons" of the Fund as the
Investment Company Act of 1940, as amended ("1940 Act") defines that term
("Independent Directors"), has indicated his or her willingness to serve if
elected. If elected, each nominee will hold office until the next meeting of
shareholders or until his or her successor is elected and qualified. Unless you
give contrary instructions on the enclosed proxy card, your shares will be
voted "FOR" the election of each of the twelve nominees. If any of the nominees
should withdraw or otherwise become unavailable for election, your shares will
be voted "FOR" such other nominee or nominees as management may recommend.

Messrs. Feldberg, Gowen and Malek have each served as a Director of the Fund
since its inception in 1992. Mr. Bewkes has served as a Director from the
Fund's inception except for a brief period in 1993. Messrs. Armstrong, Burt and
Schafer and Mrs. Alexander were first elected to the Board on April 11, 1996.
Effective September 20, 2001, Brian M. Storms resigned his position as director
and David J. Beaubien, William W. Hewitt, Morton L. Janklow and William D.
White were appointed directors of the Fund. Directors shall be elected by the
affirmative vote of the holders of a plurality of the shares of the Fund,
present in person or by proxy and entitled to vote thereon, provided a quorum
is present. Proxies cannot be voted for a greater number of persons than the
number of nominees named. None of the Fund's current Directors and executive
officers (21 persons) beneficially owned any shares of the Fund on December 31,
2001.

* UBS PaineWebber is a service mark of UBS.

Present Position with the Shares Owned
Fund; Business Experience During Beneficially on
Nominee; Age Past Five Years; Other Directorships December 31, 2001**
- ------------ ------------------------------------ -------------------

Margo N. Alexander*; 54 Director. Mrs. Alexander is an executive vice president and a --
director of UBS PaineWebber (since March 1984). She was
chief executive officer of Brinson Advisors from January
1995 to October 2000, a director (from January 1995 to
September 2001) and chairman (from March 1999 to
September 2001). Mrs. Alexander is a director or trustee of
22 investment companies for which Brinson Advisors, UBS
PaineWebber or one of their affiliates serves as investment
advisor, sub-advisor or manager.

Richard Q. Armstrong; 66 Director. Mr. Armstrong is chairman and principal of R.Q.A. --
Enterprises (management consulting firm) (since April 1991
and principal occupation since March 1995). He is also a
director of AlFresh Beverages Canada, Inc. (a Canadian
Beverage subsidiary of AlFresh Foods Inc.) (since October
2000). Mr. Armstrong was chairman of the board, chief
executive officer and co-owner of Adirondack Beverages
(producer and distributor of soft drinks and sparkling/still
waters) (October 1993-March 1995). He was a partner of The
New England Consulting Group (management consulting
firm) (December 1992-September 1993). He was managing
director of LVMH U.S. Corporation (U.S. subsidiary of the
French luxury goods conglomerate, Louis Vuitton Moet
Hennessey Corporation) (1987-1991) and chairman of its
wine and spirits subsidiary, Schieffelin & Somerset Company
(1987-1991). Mr. Armstrong is a director or trustee of
22 investment companies for which Brinson Advisors, UBS
PaineWebber or one of their affiliates serves as investment
advisor, sub-advisor or manager.

David J. Beaubien; 67 Director. Mr. Beaubien is chairman of Yankee --
Environmental Systems, Inc., a manufacturer of
meteorological measuring systems. Prior to January 1991, he
was senior vice president of EG&G, Inc., a company which
makes and provides a variety of scientific and technically
oriented products and services. He is also director of IEC
Electronics, Inc., a manufacturer of electronic assemblies.
From 1985 to January 1995, Mr. Beaubien served as a director
or trustee on the boards of the Kidder, Peabody & Co.
Incorporated mutual funds. Mr. Beaubien is a director or
trustee of 22 investment companies for which Brinson
Advisors, UBS PaineWebber or one of their affiliates serves
as investment advisor, sub-advisor or manager.

E. Garrett Bewkes, Jr.*; 75 Director and Chairman of the Board of Directors. --
Mr. Bewkes serves as a consultant to UBS PaineWebber
(since May 1999). Prior to November 2000, he was a
director of Paine Webber Group Inc. ("PW Group,"
formerly the holding company of UBS PaineWebber and
Brinson Advisors) and prior to 1996, he was a consultant to
PW Group. Prior to 1988, he was chairman of the board,
president and chief executive officer of American Bakeries
Company. Mr. Bewkes is a director of Interstate Bakeries
Corporation. Mr. Bewkes is a director or trustee of 32
investment companies for which Brinson Advisors, UBS
PaineWebber or one of their affiliates serves as investment
advisor, sub-advisor or manager.

Richard R. Burt; 54 Director. Mr. Burt is chairman of IEP Advisors, LLP --
(international investments and consulting firm) (since
March 1994) and a partner of McKinsey & Company
(management consulting firm) (since 1991). He is also a
director of Archer-Daniels-Midland Company (agricultural
commodities), Hollinger International Company
(publishing), six investment companies in the Deutsche
Bank family of funds, nine investment companies in the
Flag Investors family of funds, The Central European Fund,
Inc. and The Germany Fund, Inc., vice chairman of Anchor
Gaming (provides technology to gaming and wagering
industry) (since July 1999) and chairman of Weirton Steel
Corp. (makes and finishes steel products) (since April
1996). He was the chief negotiator in the Strategic Arms
Reduction Talks with the former Soviet Union (1989-1991)
and the U.S. Ambassador to the Federal Republic of
Germany (1985-1989). Mr. Burt is a director or trustee of
22 investment companies for which Brinson Advisors, UBS
PaineWebber or one of their affiliates serves as investment
advisor, sub-advisor or manager.

Meyer Feldberg; 59 Director. Mr. Feldberg is Dean and Professor of --
Management of the Graduate School of Business, Columbia
University. Prior to 1989, he was president of the Illinois
Institute of Technology. Dean Feldberg is also a director of
Primedia Inc. (publishing), Federated Department Stores,
Inc. (operator of department stores), Revlon, Inc.
(cosmetics) and Select Medical Inc. (healthcare services).
Dean Feldberg is a director or trustee of 30 investment
companies for which Brinson Advisors, UBS PaineWebber
or one of their affiliates serves an investment advisor,
sub-advisor or manager.

George W. Gowen; 72 Director. Mr. Gowen is a partner in the law firm of --
Dunnington, Bartholow & Miller. Prior to May 1994, he
was a partner in the law firm of Fryer, Ross & Gowen.
Mr. Gowen is a director or trustee of 30 investment
companies for which Brinson Advisors, UBS PaineWebber
or one of their affiliates serves as investment advisor, sub-
advisor or manager.

William W. Hewitt, Jr.; 73 Director. Mr. Hewitt is retired. Since 1988, he has served --
as a director or trustee on the boards of the Guardian Life
Insurance Company mutual funds. From 1990 to January
1995, Mr. Hewitt served as a director or trustee on the
boards of the Kidder, Peabody & Co. Incorporated mutual
funds. From 1986-1988, he was an executive vice president
and director of mutual funds, insurance and trust services of
Shearson Lehman Brothers Inc. From 1976-1986, he was
president of Merrill Lynch Funds Distributor, Inc.
Mr. Hewitt is a director or trustee of 22 investment
companies for which Brinson Advisors, UBS PaineWebber
or one of their affiliates serves as investment advisor, sub-
advisor or manager.

Morton L. Janklow; 71 Director. Mr. Janklow is senior partner of Janklow & --
Nesbit Associates, an international literary agency
representing leading authors in their relationships with
publishers and motion picture, television and multi-media
companies, and of counsel to the law firm of Janklow &
Ashley. Mr. Janklow is a director or trustee of
22 investment companies for which Brinson Advisors, UBS
PaineWebber or one of their affiliates serves as investment
advisor, sub-advisor or manager.

Frederic V. Malek; 65 Director. Mr. Malek is chairman of Thayer Capital Partners --
(merchant bank) and chairman of Thayer Hotel Investors III,
Thayer Hotel Investors II and Lodging Opportunities Fund
(hotel investment partnerships). From January 1992
to November 1992, he was campaign manager of Bush-
Quayle '92. From 1990 to 1992, he was vice chairman and,
from 1989 to 1990, he was president of Northwest Airlines
Inc. and NWA Inc. (holding company of Northwest Airlines
Inc.). Prior to 1989, he was employed by the Marriott
Corporation (hotels, restaurants, airline catering and contract
feeding), where he most recently was an executive vice
president and president of Marriott Hotels and Resorts.

Mr. Malek is also a director of Aegis Communications, Inc.
(tele-services), American Management Systems, Inc.
(management consulting and computer related services),
Automatic Data Processing, Inc. (computing services), CB
Richard Ellis, Inc. (real estate services), FPL Group, Inc.
(electric services), Classic Vacation Group (packaged
vacations), Manor Care, Inc. (health care), SAGA Systems,
Inc. (software company) and Northwest Airlines Inc.
Mr. Malek is a director or trustee of 22 investment
companies for which Brinson Advisors, UBS PaineWebber
or one of their affiliates serves as investment advisor,
sub-advisor or manager.

Carl W. Schafer; 66 Director. Mr. Schafer is president of the Atlantic --
Foundation (charitable foundation). He is a director of
Labor Ready, Inc. (temporary employment), Roadway
Express, Inc. (trucking), The Guardian Group of Mutual
Funds, the Harding, Loevner Funds, E.I.I. Realty Trust
(investment company), Electronic Clearing House, Inc.
(financial transactions processing), Frontier Oil Corporation
and Nutraceutix, Inc. (biotechnology company). Prior to
January 1993, he was chairman of the Investment Advisory
Committee of the Howard Hughes Medical Institute.
Mr. Schafer is a director or trustee of 22 investment
companies for which Brinson Advisors, UBS PaineWebber
or one of their affiliates serves as an investment advisor,
sub-advisor or manager.

William D. White; 67 Director. Mr. White is retired. From February 1989 --
through March 1994, he was president of the National
League of Professional Baseball Clubs. Prior to 1989, he
was a television sportscaster for WPIX-TV, New York.
Mr. White served on the Board of Directors of Centel from
1989 to 1993 and until recently on the board of directors of
Jefferson Banks Incorporated, Philadelphia, PA. Mr. White
is a director or trustee of 22 investment companies for
which Brinson Advisors, UBS PaineWebber or one of their
affiliates serves as investment advisor, sub-advisor or
manager.

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* Mrs. Alexander and Mr. Bewkes are "interested persons" of the Fund, as
defined in the 1940 Act, by virtue of their positions with Brinson Advisors
and/or UBS PaineWebber.
** Unless otherwise stated, as of the date indicated, each director had sole
voting and investment power of any shares owned.

The Board of Directors of the Fund met five times during the fiscal year
ended November 30, 2001. Each Director (except Messrs. Beaubien, Hewitt,
Janklow and White, each of whom was appointed as a director effective September
20, 2001) attended 75% or more of the board meetings during the last fiscal
year. The Board has established an Audit and Contract Review Committee that
acts pursuant to a written charter and is responsible for overseeing the Fund's
accounting and financial reporting policies, practices and internal controls. A
copy of the charter is attached as Exhibit A. In fulfilling its duties, the
Audit and Contract Review Committee has: (a) reviewed and discussed the Fund's
audited financial statements with management; (b) discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61; (c) received certain written disclosures and the
letter from the independent auditors required by Independence Standards Board
Standard No. 1 and discussed with the independent auditors the independent
auditors' independence; and (d) based upon its review of the above, recommended
to the Board that the audited financial statements be included in the Fund's
annual report to shareholders. The Audit and Contract Review Committee
currently consists of Messrs. Armstrong, Beaubien, Burt, Feldberg, Gowen,
Hewitt, Janklow, Malek, Schafer and White, none of whom have any relationship
to the Fund that may interfere with the exercise of their independence from
management or the Fund, and all of whom are independent as defined under
listing standards of the New York Stock Exchange. Each member of the Fund's
Audit and Contract Review Committee is also a member of a similar committee
established by the boards of other investment companies for which Brinson
Advisors or UBS PaineWebber serves as investment advisor. The Audit and
Contract Review Committee met once during the fiscal year ended November 30,
2001 and each individual who was a member of the committee at that time,
attended that meeting.

Each board member who is not an "interested person" of the Fund receives, in
the aggregate from Brinson and PACE Select mutual funds, an annual retainer of
$50,000, and a $10,000 fee for each regular board meeting (and each in-person
special board meeting) actually attended. Each such board member is also
entitled to a $2,000 fee for each special telephone meeting attended. The
chairperson and vice chairperson of the Audit and Contract Review Committee
receives annually $12,500 and $7,500, respectively. The chairperson of the
Nominating Committee receives annually $5,000. The foregoing fees will be
allocated among all such mutual funds (or each relevant mutual fund in the case
of a special meeting) pro rata based on the mutual funds' relative net assets
at the end of the calendar quarter preceding the date of payment. No officer,
director or employee of Brinson Advisors or one of its affiliates presently
receives any compensation from the fund for acting as a board member or officer.

Compensation Table+

Total
Compensation
Aggregate From the
Compensation Fund and the
From Fund
Name of Person, Position the Fund* Complex**
------------------------ ------------ ------------

Richard Q. Armstrong, Director.. $1,307 $79,500
David J. Beaubien, Director..... $ 47 $59,155
Richard R. Burt, Director....... $1,157 $71,400
Meyer Feldberg, Director........ $2,122 $91,798
George W. Gowen, Director....... $1,278 $89,279
William W. Hewitt, Jr., Director $ 49 $71,033
Morton L. Janklow, Director..... $ 47 $52,905
Frederic V. Malek, Director..... $1,307 $79,500
Carl W. Schafer, Director....... $1,307 $79,230
William D. White, Director...... $ 47 $59,155

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+ Only independent board members are compensated by the funds for which
Brinson Advisors or UBS PaineWebber serve as investment advisor, sub-advisor
or manager; board members who are "interested persons," as defined by the
Investment Company Act, do not receive compensation.
* Represents fees paid to each Director during the fiscal year ended
November 30, 2001.
** Represents fees paid during the calendar year ended December 31, 2001 to
each board member by: (a) 33 investment companies in the case of Messrs.
Armstrong, Burt, Malek and Schafer; (b) 37 investment companies in the case
of Messrs. Feldberg and Gowen; and (c) one investment company in the case of
Messrs. Beaubien, Hewitt, Janklow and White for which Brinson Advisors, UBS
PaineWebber or one their affiliates served as investment advisor,
sub-advisor or manager. None of these funds has a bonus, pension, profit
sharing or retirement plan.

Required Vote

The election of each Director requires approval by a plurality of the votes
cast at the Meeting on the matter, provided a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
EACH NOMINEE IN PROPOSAL 1.

INFORMATION CONCERNING INDEPENDENT AUDITORS

The Fund's financial statements for the fiscal year ended November 30, 2001,
were audited by Ernst & Young LLP ("Ernst & Young"), independent auditors. In
addition, Ernst & Young will be preparing the Fund's federal and state annual
income tax returns and will provide certain non-audit services. The Audit and
Contract Review Committee has considered whether the provision of those
non-audit services is compatible with maintaining Ernst & Young's independence.
The board of directors of the Fund has selected Ernst & Young as the
independent auditors for the Fund for the fiscal year ended November 30, 2002.
Ernst & Young has been the Fund's independent auditors since the Fund's
inception in October 1992. Ernst & Young has informed the Fund that it has no
material direct or indirect financial interest in the Fund.

Representatives of Ernst & Young are not expected to be present at the
meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.

Audit Fees

The aggregate fees billed by Ernst & Young for professional services
rendered for the audit of the Fund's annual financial statements for the most
recent calendar year and the review of the financial statements included in the
Fund's reports to shareholders are approximately $34,400.

Financial Information Systems Design and Implementation Fees

There were no fees billed by Ernst & Young for the most recent fiscal year
end for professional services rendered for financial information systems design
and implementation services or other services provided to the Fund. Brinson
Advisors and entities that control, are controlled by or are under common
control with Brinson Advisors that provide services to the Fund.

All Other Fees

There were approximately $113,100 in fees billed by Ernst & Young for the
most recent fiscal year for other services provided to the Fund, Brinson
Advisors and entities that control, are controlled by or are under common
control with Brinson Advisors that provide services to the Fund.

EXECUTIVE OFFICERS

Officers of the Fund are appointed by the Directors and serve at the
pleasure of the Board. None of the Fund's officers currently receives any
compensation from the Fund. The executive officers of the Fund are:

Thomas Disbrow, age 35, vice president and assistant treasurer (appointed
February 2000). Mr. Disbrow is a director and a senior manager of the mutual
fund finance department of Brinson Advisors. Prior to November 1999, he was
a vice president of Zweig/Glaser Advisers. Mr. Disbrow is a vice president
and assistant treasurer of 22 investment companies for which Brinson
Advisors, UBS PaineWebber or one of their affiliates serves as investment
advisor, sub-advisor or manager.

Amy R. Doberman, age 39, vice president (appointed September 2000) and
secretary (appointed May 2001). Ms. Doberman is an executive director and
general counsel of Brinson Advisors. From December 1996 through July 2000,
she was general counsel of Aeltus Investment Management, Inc. Prior to
working at Aeltus, Ms. Doberman was a Division of Investment Management
Assistant Chief Counsel at the Securities and Exchange Commission.
Ms. Doberman is a vice president and secretary of 24 investment companies
for which Brinson Advisors, UBS PaineWebber or one of their affiliates
serves as investment advisor, sub-advisor or manager.

Elbridge T. Gerry III, age 44, vice president of the Fund (appointed in
November 2000). Mr. Gerry is a managing director and chief investment
officer--fixed income of Brinson Advisors. Mr. Gerry is a vice president of
11 investment companies for which Brinson Advisors, UBS PaineWebber or one
of their affiliates serves as investment advisor, sub-advisor or manager.

Kevin J. Mahoney, age 36, vice president and assistant treasurer
(appointed May 1999). Mr. Mahoney is a director and a senior manager of the
mutual fund finance department of Brinson Advisors. From August 1996 through
March 1999, he was the manager of the mutual fund internal control group of
Salomon Smith Barney. Mr. Mahoney is a vice president and assistant
treasurer of 22 investment companies for which Brinson Advisors, UBS
PaineWebber or one of their affiliates serves as investment advisor,
sub-advisor or manager.

Emil Polito, age 41, vice president of the Fund (appointed in February
2001). Mr. Polito is an executive director and head of investment support
and mutual fund services of Brinson Advisors. From July 2000 to October
2000, he was a senior manager of investment systems at Dreyfus Corp. Prior
to July 2000, Mr. Polito was a senior vice president and director of
operations and control for Brinson Advisors. Mr. Polito is a vice president
of 22 investment companies for which Brinson Advisors, UBS PaineWebber or
one of their affiliates serves as investment advisor, sub-advisor or manager.

Paul H. Schubert, age 39, vice president (appointed September 1994) and
treasurer (appointed May 1997) of the Fund. Mr. Schubert is an executive
director and head of the mutual fund finance department of Brinson Advisors.
Mr. Schubert is a vice president and treasurer of 22 investment companies
and treasurer and principal accounting officer of 2 investment companies for
which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as
investment advisor, sub-advisor or manager.

Brian M. Storms, age 47, president of the Fund (appointed November 2000).
Mr. Storms is chief operating officer (since September 2001) and president
of Brinson Advisors (since March 1999). Mr. Storms was chief executive
officer of Brinson Advisors from October 2000 to September 2001. He was
president of Prudential Investments (1996-1999). Prior to joining Prudential
Investments he was a managing director at Fidelity Investments. Mr. Storms
is president of 22 investment companies and president and trustee of 2
investment companies for which Brinson Advisors, UBS PaineWebber or one of
their affiliates serves as investment advisor, sub-advisor or manager.

Stuart Waugh, age 46, vice president of the Fund (appointed September
1992). Mr. Waugh is an executive director and a portfolio manager of Brinson
Advisors responsible for global fixed income investments and currency
trading. Mr. Waugh is a vice president of two investment companies for which
Brinson Advisors, UBS PaineWebber or one of their affiliates serves as
investment advisor, sub-advisor or manager.

Keith A. Weller, age 40, vice president and assistant secretary of the
Fund (appointed September 1995). Mr. Weller is a director and senior
associate general counsel of Brinson Advisors. Mr. Weller is a vice
president and assistant secretary of 22 investment companies for which
Brinson Advisors, UBS PaineWebber or one of their affiliates serves as
investment advisor, sub-advisor or manager.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

An initial report under Section 16(a) of the Securities Exchange Act of 1934
was not timely filed for Mr. Gerry. This delayed report did not involve any
transaction in the Fund's common stock but rather related to his election as an
officer. The Fund is not aware of any outstanding report required to be filed
by any board member.

SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit proposals to be considered at the
Fund's 2003 annual meeting of shareholders should send such proposals to the
Secretary of the Fund at 51 West 52nd Street, New York, New York 10019-6114. In
order to be considered at that meeting, shareholder proposals must be received
by the Fund no later than October 3, 2002 and must satisfy other requirements
of the federal securities laws.

OTHER BUSINESS

Management knows of no business to be presented at the Meeting other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Fund.

By order of the Board of Directors,

AMY R. DOBERMAN
Secretary

January 28, 2002

It is important that you execute and return your proxy promptly.

EXHIBIT A

AUDIT AND CONTRACT REVIEW COMMITTEE CHARTER

Establishment and Purpose

The Audit and Contract Review Committee (the "Committee") of the Boards of
Trustees and Boards of Directors (each, a "Board" and collectively, the
"Boards") of the funds for which Brinson Advisors, Inc. ("Brinson Advisors")
serves as investment adviser or investment manager (each, a "Fund" and
collectively, the "Funds") is hereby established on this the 12th day of
September, 2001. The two primary purposes of the Committee are to oversee the
Funds' accounting and financial reporting policies, practices and internal
controls as required by the Investment Company Act of 1940, as amended (the
"Act") and, for those Funds organized as closed-end investment management
companies, the rules of the New York Stock Exchange, Inc. or other relevant
securities exchange, if any, on which shares of the Fund are listed, and to
review the performance by certain service providers of their contracts and
arrangements with the Funds as required by the Act.

In connection with the oversight of each Fund's accounting and financial
reporting policies, practices and internal controls, the Committee will
endeavor to assure the quality and objectivity of each Fund's independent audit
and each Fund's financial statements, act as a liaison between the Boards and
each Fund's independent auditors and periodically report to the Boards. In
performing its duties, the Committee shall have unrestricted access to the
Boards' Trustees and Directors, the independent auditors, Fund officers, and
the senior management of Brinson Advisors.

With respect to its contract review function, the Committee will consider
the performance of the Funds' investment advisor or investment manager (as
appropriate) and administrator, sub-advisors, distributor and all other service
providers. The Committee will determine whether compensation paid by the Funds
pursuant to their contracts and arrangements is reasonable and appropriate in
light of the nature and quality of the services rendered. In performing its
duties, the Committee shall have unrestricted access to the Funds' Trustees and
Directors, the officers of the Funds and senior management of each service
provider.

Composition

The Committee shall be composed of all the independent Trustees/Directors of
the Funds. The Boards shall elect a chairperson, who shall preside over
Committee meetings (the "Chairperson"). The Chairperson shall serve for an
initial interim term of one year and, thereafter, for successive terms of three
years.

Each member of the Committee must meet the independence and experience
requirements set forth in Appendix A.

Meetings

The Committee shall meet on a regular basis, but not less frequently than
annually. An agenda shall be established for each meeting. Special meetings
shall be called as circumstances require. The Chairperson may invite the Funds'
officers and other interested parties to participate in meetings. The Committee
may, in its discretion, meet in executive session outside the presence of the
Funds' officers and other parties.

A majority of the Committee's members shall constitute a quorum. At any
meeting of the Committee, the decision of a majority of the members present and
voting shall be determinative as to any matter submitted to a vote.

Reporting

The Chairperson shall report to the Boards on the result of its
deliberations and make such recommendations as deemed appropriate.

Duties and Responsibilities

As a general rule, the Funds' independent auditors are ultimately
accountable to the applicable Board and the Committee, and the Committee and
the Boards have the ultimate authority and responsibility to select, evaluate
and where appropriate, replace the independent auditors of the Funds. In
addition, the Committee shall have the following specific duties and
responsibilities for each Fund:

Audit Oversight

. Recommend to the Board the selection of an independent public accounting
firm.

. Review the scope of the Fund's proposed audit each year, including the
extent of audit and non-audit services provided to the Fund by the
independent auditors, and the audit procedures to be utilized. At the
conclusion of each audit, the Committee will review the audit, including
any comments or recommendations, with the independent auditors.

. Ensure that the independent auditors submit on a periodic basis to the
Committee a formal written statement delineating all relationships of
the auditors consistent with Independence Standards Board Standard No. 1.

. Discuss with the independent auditors any disclosed relationships or
services that may impact the objectivity and independence of the
independent auditors.

. Recommend to the Board appropriate actions in response to the
independent auditors' report to satisfy itself of, and oversee, the
independence of the auditors.

. Discuss with management the performance of the independent auditors,
management's recommendation with respect to the reasonableness of their
fees and the recommendation to the Board regarding the retention of the
independent auditors.

. Review and discuss with the independent auditors and management the
Fund's annual report to shareholders and significant accounting policies
underlying the report and its presentation to the public.

. Discuss with the Fund's independent auditors any matters required to be
discussed pursuant to Statement of Auditing Standards No. 61, as
modified or supplemented.

. Discuss with the Fund's independent auditors, to the extent required by
Statement of Auditing Standards No. 71, any adjustments which were made
to previously reported financial information.

. Review with the independent auditors the adequacy and effectiveness of
relevant internal controls and procedures and the quality of the staff
implementing these controls and procedures.

. As necessary, review with the independent auditors and management any
"illegal acts," as defined in Section 10A of the Securities Exchange Act
of 1934 and required by that statute to be reported to the Committee, or
other significant issues that could have a material effect on the Fund's
financial statements.

. Make recommendations to the Board, based on the Committee's review and
discussions with the Fund's independent auditors and management, with
respect to the Fund's financial statements as to whether the financial
statements should be included in the Fund's annual report for the
previous fiscal year.

Contract Review

. Request such information as is deemed relevant by the Committee
regarding the performance of each of the contracts and arrangements
required to be reviewed and approved by the Board.

. Review all information and data provided by the service providers in
connection with their performance of these contracts and arrangements.

. Meet with such representatives of the service providers as the Committee
deems necessary.

. Make recommendations to the Board concerning the initial approval and/or
continuation of each of the proposed contracts and arrangements and the
reasonableness and appropriateness of the proposed fees.

. Consider such other matters as the Committee may deem appropriate in
carrying out the above responsibilities and any other matters that may
be assigned to it by the Board.

Other

. Review with the Fund's investment manager and sub-advisors:

(a) such compliance matters as are appropriate to be brought to the
attention of the Committee; and

(b) any comments or criticisms from the staff of the Securities and
Exchange Commission or any other regulators as are appropriate to be
brought to the attention of the Committee.

Limits on Committee Liability

The Audit and Contract Review Committee is not responsible for either the
preparation of the financial statements or the auditing of the financial
statements. Management of the Funds has the responsibility for preparing the
financial statements and implementing internal controls and the independent
auditors have the responsibility for auditing the financial statements and
monitoring the effectiveness of the internal controls. The review of the
financial statements by the audit committee is not of the same quality as the
audit performed by the independent auditors. In carrying out its
responsibilities, the audit committee's policies and procedures shall be
adapted, as appropriate, in order to best react to a changing environment.

Amendments

This charter may be amended by a vote of a majority of the Committee members.

APPENDIX A

Independence Requirements

In order to be deemed independent, each member of the Committee must be free
of any relationships that may interfere with the exercise of his or her
independent judgment. To ensure the independence of each Committee member, the
following restrictions shall apply to each Committee member:

. A Director/Trustee who is an employee (including non-employee executive
officers) of a Fund or any of its affiliates may not serve on the
Committee until three years following the termination of his or her
employment. In the event the employment relationship is with a former
parent or predecessor of a Fund, the Director/Trustee could serve on the
Committee after three years following the termination of the
relationship between the Fund and the former parent or predecessor.

. A Director/Trustee: (a) who is a partner, controlling shareholder, or
executive officer of an organization that has a business relationship
with a Fund, or (b) who has a direct business relationship with a Fund
(e.g., a consultant) may serve on the Committee only if the Board of
Directors/Trustees of that Fund determines in its business judgment that
the relationship does not interfere with the Director's/Trustee's
exercise of independent judgment. In making a determination regarding
the independence of a Director/Trustee pursuant to this paragraph, the
Board of Directors/Trustees of the Fund should consider, among other
things, the materiality of the relationship to the Fund, to the
Director/Trustee, and, if applicable, to the organization with which the
Director/Trustee is affiliated.

"Business relationship" can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A
Director/Trustee can have this relationship directly with the Fund, or
the Director/Trustee can be a partner, officer or employee of an
organization that has such a relationship. The Director/Trustee may
serve on the Committee without the above-referenced Board of
Directors'/Trustees' determination after three years following the
termination of, as applicable, either: (a) the relationship between the
organization with which the Director/Trustee is affiliated and the Fund,
(b) the relationship between the Director/Trustee and his or her
partnership status, shareholder interest or executive officer position,
or (c) the direct business relationship between the Director/Trustee and
the Fund.

. A Director/Trustee who is employed as an executive of another
corporation where a Fund's executives serve on that corporation's
compensation committee may not serve on the Committee.

. A Director/Trustee who is an "Immediate Family' member (as this term is
defined in Rule 303.02(A) of the NYSE Listed Company Manual) of an
individual who is an executive officer of a Fund or any of its
affiliates cannot serve on the Committee until three years following the
termination of such employment relationship.

Exceptions

One Independent Director/Trustee who does not meet the independence
requirements above, and is not a current employee or an immediate family member
of such an employee, may be appointed as a member of the Committee, if the
Boards of Directors/Trustees of the Brinson Advisors Funds, under exceptional
and limited circumstances, determine that his or her membership on the
Committee is required by the best interests of the Funds and their
shareholders, and the Boards disclose, in the next annual proxy statement for
each closed-end Fund subsequent to the person's appointment, the nature of the
relationship and the reasons why the person was appointed to the Committee.

Experience Requirements

Each member of the Committee must be "financially literate". A member of the
Committee will be deemed to be "financially literate" if he or she is able to
read and understand financial statements, including, but not limited to, the
Funds' balance sheets, income statements, and cash flow statements, or will
become able to do so within a reasonable time after becoming a member of the
Committee.

Financial Expertise Requirements

At least one member of the Committee must have past employment experience in
finance or accounting, requisite professional certification in accounting, or
any comparable experience or background which would result in the individual's
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.

- -----------------------------
STRATEGIC GLOBAL
INCOME FUND, INC.
- -----------------------------

Proxy
Statement

-----------------------------
STRATEGIC GLOBAL
INCOME FUND, INC.
-----------------------------

-------------------
Notice of
Annual Meeting
to be held on
March 21, 2002
and
Proxy Statement
-------------------

COMMON STOCK
PROXY

STRATEGIC GLOBAL INCOME FUND, INC.

Annual Meeting of Shareholders - March 21, 2002

The undersigned hereby appoints as proxies Scott Griff and Marissa
Duran-Cruz and each of them (with power of substitution) to vote for the
undersigned all shares of common stock of the undersigned at the aforesaid
meeting and any adjournment thereof with all the power the undersigned would
have if personally present. The shares represented by this proxy will be voted
as instructed. Unless indicated to the contrary, this proxy shall be deemed to
grant authority to vote "FOR" all proposals. This proxy is solicited on behalf
of the Board of Directors of Strategic Global Income Fund, Inc.

YOUR VOTE IS IMPORTANT

Please date and sign this proxy on the reverse side and return it in the
enclosed envelope to PFPC Inc., P.O. Box 9388, Boston, MA 02205-9966. PFPC Inc.
has been engaged to forward the enclosed proxy material and to tabulate proxies
returned by mail.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

- --------------------------------------------------------------------------------

_
|X| Please mark
- votes as in
this example.

The Board of Directors recommends a vote "FOR"

1. To elect as directors:
Nominees: (01) Margo N. Alexander, (02) Richard Q. Armstrong,
(03) David J. Beaubien, (04) E. Garrett Bewkes, Jr.,
(05) Richard R. Burt, (06) Meyer Feldberg, (07) George W. Gowen,
(08) William W. Hewitt, Jr., (09) Morton L. Janklow,
(10) Frederic V. Malek, (11) Carl W. Schafer,
(12) William D. White.
__ __
FOR | | | | WITHHOLD
ALL |__| |__| FROM ALL
NOMINEES NOMINEES

__
| |
|__| ______________________________________
For all nominees except as noted above

__
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | |
|__|

This proxy will not be voted unless it is dated and signed exactly as
instructed below:

If shares are held by an individual, sign your name exactly as it appears on
this card. If shares are held jointly, either party may sign, but the name of
the party signing should conform exactly to the name shown on this proxy card.
If shares are held by a corporation, partnership or similar account, the name
and the capacity of the individual signing the proxy card should be indicated
unless it is reflected in the form of registration. For example: "ABC Corp.,
John Doe, Treasurer."

Sign exactly as name appears hereon.

Signature:
(if held jointly)_______________________ Date:____________ Signature:___________________________ Date:_______________