MUNICIPAL PARTNERS FUND INC.

125 BROAD STREET, NEW YORK, NEW YORK 10004

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 8, 2002

To the Stockholders:

The Annual Meeting of Stockholders (the "Meeting") of Municipal Partners
Fund Inc. (the "Fund") will be held at 388 Greenwich Street, New York, New
York, 26th Floor, Conference Room N, on Thursday, April 11, 2002, at 3:30 p.m.,
New York time, for the purposes of considering and voting upon the following:

1. The election of a Director (Proposal 1);

2. Any other business that may properly come before the Meeting.

The close of business on February 26, 2002 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting.

By Order of the Board of Directors,

Christina T. Sydor
Secretary

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TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.

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INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in 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 a name shown in the registration.

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

CORPORATE ACCOUNTS
------------------
(1) ABC Corp. ................................................... ABC Corp. (by 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

TRUST ACCOUNTS
--------------
(1) ABC Trust ................................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78 ........................ Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS
----------------------------
(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA ......... John B. Smith
(2) John B. Smith ............................................... John B. Smith, Jr., Executor

MUNICIPAL PARTNERS FUND INC.

125 BROAD STREET, NEW YORK, NEW YORK 10004

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

PROXY STATEMENT

This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Municipal Partners Fund Inc. (the "Fund") of proxies to
be used at the Annual Meeting of Stockholders of the Fund to be held at 388
Greenwich Street, New York, New York, 26th Floor, Conference Room N, on
Thursday, April 11, 2002, at 3:30 p.m., New York time (and at any adjournment
or adjournments thereof) for the purposes set forth in the accompanying Notice
of Annual Meeting of Stockholders. This proxy statement and the accompanying
form of proxy are first being mailed to stockholders on or about March 8, 2002.
Stockholders who execute proxies retain the right to revoke them in person at
the Meeting or by written notice received by the Secretary of the Fund at any
time before they are voted. Unrevoked proxies will be voted in accordance with
the specifications thereon and, unless specified to the contrary, will be voted
FOR the election of a Director. The close of business on February 26, 2002 has
been fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting. For purposes of the Meeting, each holder
of the Fund's preferred stock is entitled to one vote for each full share and
an appropriate fraction of a vote for each fractional share held. On February
26, 2002, there were 5,757,094 shares of the Fund's common stock outstanding
and 800 shares of the Fund's preferred stock outstanding.

In accordance with the Fund's By-Laws, a quorum is normally constituted by
the presence in person or by proxy of the holders of record of a majority of
the outstanding shares of the Fund's capital stock entitled to vote at the
Meeting. However, because the proposal to be voted upon is one in which only
holders of the Fund's preferred stock are entitled to vote, a quorum for this
Meeting will be constituted by the presence in person or by proxy of the
holders of record of a majority of the outstanding shares of the Fund's
preferred stock. In the event that a quorum is not present at the Meeting, or
in the event that a quorum is present 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 a date not more than 120 days after the
original record date 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 or AGAINST any such
proposal in their discretion. A stockholder 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 for approval.

The PIMCO Advisors division ("PIMCO Advisors") of Allianz Dresdner Asset
Management of America L.P., whose principal business address is 888 San Clemente
Drive, Suite 100, Newport Beach, California 92660, is the Fund's investment
manager.

Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 388 Greenwich Street, New York, New York 10013, is the Fund's
investment adviser. SBAM is a direct wholly-owned subsidiary of Salomon Smith
Barney Holdings Inc.

SUMMARY OF PROPOSALS

PROPOSAL CLASS OF SHAREHOLDERS SOLICITED
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Election of a Class II Director Holders of Preferred Stock
Heath B. McLendon

Only holders of preferred stock, and not common stock, will vote on the
election of Mr. McLendon.

PROPOSAL 1: ELECTION OF DIRECTOR

In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
the holders of the Fund's preferred stock will be asked to elect one Class II
Director to hold office until the year 2005 Annual Meeting of Stockholders. The
terms of office of the Class I and Class III Directors expire at the Annual
Meetings of Stockholders in the year 2003 and 2004, respectively, or thereafter
in each case when their respective successors are duly elected and qualified.
The effect of these staggered terms is to limit the ability of other entities
or persons to acquire control of the Fund by delaying the replacement of a
majority of the Board of Directors.

The persons named in the proxy intend to vote at the Meeting (unless
directed not to vote) FOR the election of the nominee named below. The nominee
for election is currently a member of the Fund's Board of Directors and has
previously been elected as a Director by the Fund's stockholders. The nominee
has indicated that he will serve if elected, but if he should be unable to
serve, the proxy will be voted for any other person determined by the persons
named in the proxy in accordance with their judgment. As of April 20, 2001,
Charles F. Barber became a Director emeritus* of the Fund.

The following table provides information concerning the nominee for
election as a Class II Director of the Fund:

NAME, ADDRESS POSITION HELD LENGTH OF
AND AGE WITH FUND TERM SERVED
- --------------------- --------------- -------------

**Heath B. McLendon Director and Since 1998
Salomon Smith Co-Chairman
Barney, Inc. of the Board
125 Broad Street
New York, NY 10004
Age: 68

NUMBER OF
FUNDS ADVISED
BY SBAM AND
OVERSEEN OTHER
BY NOMINEE DIRECTORSHIPS
NAME, ADDRESS PRINCIPAL OCCUPATION (INCLUDING HELD BY
AND AGE DURING PAST 5 YEARS THE FUND) NOMINEE
- --------------------- --------------------------------------- -------------- -----------------------------

**Heath B. McLendon Managing Director, SBAM; 17 Director of 43 registered
Salomon Smith Managing Director, Salomon investment companies
Barney, Inc. Smith Barney, Inc. ("SSB"); President managed and/or administered
125 Broad Street and Director, Smith Barney Fund by SBFM; Director of six
New York, NY 10004 Management LLC ("SBFM") and registered investment
Age: 68 Travelers Investment Advisor, Inc. companies managed by
("TIA"). Travelers Investment
Management Company;
Director of seven registered
investment companies
managed by Travelers Asset
Management International
Corporation; Director of 16
registered investment
companies managed by Citi
Fund Management Inc.;
Trustee, Drew University;
Advisory Director, M&T Bank.

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* Upon attainment of age 80, Fund Directors are required to change to
emeritus status. Directors emeritus are entitled to serve in emeritus
status for a maximum of 10 years during which time they are paid 50% of
the annual retainer fee and meeting fees otherwise applicable to Fund
Directors, together with reasonable out-of-pocket expenses for each
meeting attended.

** Mr. McLendon is an "interested person," as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), because he is a
Managing Director of SBAM and a director and/or officer of affiliates of
SBAM.

The following table provides information concerning the remaining
Directors of the Fund.

NUMBER OF
FUNDS ADVISED
BY SBAM AND
OVERSEEN OTHER
BY DIRECTOR DIRECTORSHIPS
NAME, ADDRESS POSITION HELD LENGTH OF PRINCIPAL OCCUPATION (INCLUDING HELD BY
AND AGE WITH FUND TERM SERVED DURING PAST 5 YEARS THE FUND) DIRECTOR
- ---------------------- ----------------- ------------- --------------------------------- -------------- -----------------------

CLASS I DIRECTORS SERVING UNTIL THE 2003 ANNUAL MEETING OF STOCKHOLDERS

***Stephen J. Treadway Director and Since 2000 Managing Director and 6 Director of eight
PIMCO Funds Co-Chairman Chief Executive Officer registered investment
Distributors LLC of the Board of PIMCO Funds Distributors LLC companies advised by
2187 Atlantic Street since May 1996. PIMCO Advisors and
Stamford CT 06902 one of its affiliates.
Age:54

Leslie H. Gelb Director and Since 2000 President, The Council 10 Britannica.com;
The Council on Member of of Foreign Relations; formerly, Director of two
Foreign Relations Audit Committee Columnist, Deputy Editorial registered investment
58 68th Street Page Editor and Editor, companies advised by
New York, NY 10021 Op-Ed Page, The New York Times. Advantage Advisers,
Age: 64 Inc. ("Advantage")

CLASS III DIRECTORS SERVING UNTIL THE 2004 ANNUAL MEETING OF STOCKHOLDERS

Dr. Riordan Roett Director and Since 1997 Professor and Director, 10 None
The Johns Hopkins Member of Latin American Studies Program,
University Audit Committee Paul H. Nitze School of
1710 Massachusetts Advanced International Studies,
Ave., NW The Johns Hopkins University.
Washington, D.C.
20036
Age: 63

Jeswald W. Salacuse Director and Since 2000 Henry J. Braker Professor 10 Director, Municipal
Tufts University Member of of Commercial Law Advantage Fund;
The Fletcher School Audit Committee and formerly Dean, The Fletcher Director of two
of Law & Diplomacy School of Law & Diplomacy, registered investment
Packard Avenue Tuffs University. companies advised by
Medford, MA 02155 Advantage.
Age: 64

- ----------
*** Mr. Treadway is an "interested person" as defined in the 1940 Act because
he is a director and/or officer of affiliates of PIMCO Advisors, the
Fund's investment manager.

The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director:

DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN
NAME OF DIRECTOR/NOMINEE SECURITIES IN THE FUND BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
- -------------------------- ------------------------ ------------------------------------------------------------------

Leslie H. Gelb None $1 - $10,000
*Heath B. McLendon $10,001 - $50,000 Over $100,000
Dr. Riordan Roett None $1 - $10,000
Jeswald W. Salacuse $1 - $10,000 $10,001 - $50,000
*Stephen J. Treadway None None

- ----------
* Mr. McLendon and Mr. Treadway are "interested persons" as defined in the
1940 Act.

None of the Directors who are not "interested persons" of the Fund as
defined in the 1940 Act nor their immediate family members had any interest in
SBAM, the Fund's investment adviser, or PIMCO Advisors, the Fund's investment
manager, or person or entity (other than the Fund) directly or indirectly
controlling, controlled by, or under common control with SBAM or PIMCO Advisors
as of March 1, 2002.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The Board of Directors is responsible for ensuring that the Fund is
managed in the best interests of its stockholders. The Directors oversee the
Fund's business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including PIMCO
Advisors, SBAM, the custodian, the transfer agent and the administrator. As
part of this process, the Directors consult with the Fund's independent
auditors and with their own separate independent counsel.

The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an
audit committee which meets periodically during the year and whose
responsibilities are described below.

The Directors regularly review the Fund's financial statements,
performance and market price as well as the quality of the services being
provided to the Fund. As part of this process, the Directors review the Fund's
fees and expenses to determine if they are reasonable and competitive in light
of the services being received and while also ensuring that the Fund continues
to have access to high quality services in the future. Based on these reviews,
the Directors periodically make suggestions to the Fund's management and
monitor to ensure that responsive action is taken. The Directors also monitor
potential conflicts of interest among the Fund, PIMCO Advisors, SBAM and its
affiliates and other funds and clients managed by PIMCO Advisors and/or SBAM to
ensure that the Fund is managed in a manner which is in the best interests of
the Fund's stockholders.

At December 31, 2001, Directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's Capital
Stock. To the knowledge of management, no person owned of record, or owned
beneficially, more than 5% of the Fund's shares of Capital Stock outstanding at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 5,275,883 shares, equal to approximately 92% of
the outstanding shares of the Fund's Capital Stock.

The Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors following the Annual Meeting of Stockholders, to
hold office until the meeting of the Board following the next

Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified. In addition to Messrs. McLendon and Treadway, the Fund's
Co-Chairmen, the executive officers of the Fund currently are:

POSITION(S)
NAME, ADDRESS, AND HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) DURING
AGE FUND TIME SERVED PAST 5 YEARS
- --------------------------- ---------------- --------------- --------------------------------------

Robert Amodeo Executive Vice Since 1999 Managing Director of SBAM and SSB
388 Greenwich Street President since December 2001; Director of
New York, NY 10013 SBAM and SSB since December 1998;
Age: 37 Vice President of SBAM and SSB from
January 1996 to December 1998.

Lewis E. Daidone Executive Vice Since 1998 Managing Director of SSB; Chief
Salomon Smith Barney President and Financial Officer of the Smith Barney
125 Broad Street Treasurer Mutual Funds; Director and Senior
New York, NY 10004 Vice-President of SBFM and TIA.
Age: 44

Newton B. Schott, Jr. Executive Vice Since 1997 Managing Director, Chief Administrative
PIMCO Funds President Officer, Secretary and General
Distributors LLC Counsel to PIMCO Funds Distributors
2187 Atlantic Street LLC; Senior Vice President of PIMCO
Stamford, CT 06902 Advisors since January 1997.
Age: 59

Anthony Pace Controller Since 1999 Director of SSB.
Salomon Smith Barney
125 Broad Street
New York, NY 10004
Age: 37

Christina T. Sydor Secretary Since 1995 Managing Director of SSB; General
Salomon Smith Barney Counsel and Secretary of SBFM and
300 First Stamford Place TIA.
Stamford, CT 06902
Age: 51

The Fund's Audit Committee is composed entirely of Directors who are not
"interested persons" of the Fund, PIMCO Advisors, SBAM or their affiliates
within the meaning of the 1940 Act, and who are "independent" as defined in the
New York Stock Exchange listing standards. The Fund's Audit Committee is
composed of Messrs. Gelb, Salacuse and Dr. Roett. The principal functions of
the Audit Committee are: (i) to recommend to the Board the appointment of the
Fund's independent auditors; (ii) to review with the independent auditors the
scope and anticipated cost of their audit; and (iii) to receive and consider a
report from the independent auditors concerning their conduct of the audit,
including any comments or recommendations they might want to make in that
connection. This Committee met twice during the fiscal year ended December 31,
2001. The Fund has no nominating or compensation committees. The Fund adopted
an Audit Committee Charter at a meeting held on May 23, 2000.

REPORT OF THE AUDIT COMMITTEE

Pursuant to a meeting of the Audit Committee on February 21, 2002, the
Audit Committee reports that it has: (i) reviewed and discussed the Fund's
audited financial statements with management; (ii) discussed with
PricewaterhouseCoopers ("PwC"), the independent auditors to the Fund, the
matters (such as the quality of the Fund's accounting principals and internal
controls) required to be discussed by Statement on Auditing Standards No. 61;
and (iii) received written confirmation from PwC that it is independent and
written disclosures regarding such independence as required by Independence
Standards Board Standard No. 1, and discussed with PwC the auditors'
independence. Based on the review and discussions referred to in items (i)
through (iii) above, the Audit Committee recommended to the Board of Directors
(and the board has approved) that the audited financial statements be included
in the Fund's annual report for the Fund's fiscal year ended December 31, 2001.

During the fiscal year ended December 31, 2001, the Fund's Board of
Directors met four times. Each Director attended at least 75% of the aggregate
number of meetings of the Board and the committee for which he was eligible.

A representative of PwC will be available by telephone at the Meeting to
answer appropriate questions and will have an opportunity to make a statement
if he or she chooses to do so.

Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to Directors by the Fund, as well as by the various other investment
companies advised by PIMCO Advisors and/or SBAM. The following table provides
information concerning the compensation paid during the fiscal year ended
December 31, 2001. Certain of the Directors listed below are members of the
Audit Committee of the Fund and audit and other committees of certain other
investment companies advised by PIMCO Advisors and/or SBAM and its affiliates,
and accordingly, the amounts provided in the table include compensation for
service on such committees. The Fund does not provide any pension or retirement
benefits to Directors. In addition, no remuneration was paid during the fiscal
year ended December 31, 2001 by the Fund to Messrs. McLendon and Treadway, who
are "interested persons," as defined in the 1940 Act.

TOTAL COMPENSATION FROM FUND AND OTHER FUNDS
AGGREGATE COMPENSATION FROM THE FUND FOR ADVISED BY SBAM AND ITS AFFILIATES FOR
NAME OF DIRECTORS FISCAL YEAR ENDED 12/31/01 CALENDAR YEAR ENDED 12/31/01
- ------------------------------ ------------------------------------------ ---------------------------------------------
DIRECTORSHIPS(A)

Leslie H. Gelb ............... $8,500 $51,700(10)
Dr. Riordan Roett ............ $9,200 $83,600(10)
Jeswald W. Salacuse* ......... $9,200 $83,600(10)

- ----------

(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that Director.

* Mr. Salacuse was also compensated $7,550 during the year ended 12/31/01
for his services as director of the Municipal Advantage Fund, which is
managed by an affiliate of PIMCO Advisors.

During the Fund's last fiscal year, total compensation paid by the Fund to
Mr. Barber, in his capacity as Director emeritus, totaled $6,550.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's Directors and officers, persons
who own more than 10 percent of the Fund's Capital Stock,

PIMCO Advisors and SBAM, and their respective directors and officers, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that all
relevant persons have complied with applicable filing requirements during the
fiscal year ended December 31, 2001 except that Mr. Salacuse inadvertantly
failed to timely file his statement of changes in beneficial ownership on Form
4.

REQUIRED VOTE

The election of Heath B. McLendon as a Director requires a plurality of
the votes cast by the holders of shares of Preferred Stock of the Fund present
or represented by proxy at the meeting with a quorum present. For purposes of
the election of Directors, abstentions and broker non-votes will not be
considered votes cast, and do not affect the plurality vote required for
directors.

THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE HOLDERS OF THE FUND'S PREFERRED STOCK VOTE "FOR" THE NOMINEE
FOR DIRECTOR.

FEES PAID TO INDEPENDENT ACCOUNTANTS

AUDIT FEES. The fees for the annual audit of the Fund's financial
statements by PricewaterhouseCoopers LLP ("PwC") for the fiscal year ended
December 31, 2001 were $38,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were no
fees billed for financial information systems design and implementation services
rendered by PwC to the Fund, SBAM, PIMCO and entities controlled by or
affiliated with SBAM and PIMCO Advisors that provide services to the Fund for
the fiscal year ended December 31, 2001.

ALL OTHER FEES. The aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by PwC to the Fund,
SBAM, PIMCO Advisors and entities controlled by or affiliated with SBAM and
PIMCO Advisors that provide services to the Fund for the fiscal year ended
December 31, 2001 were $2,724,189. The Fund's Audit Committee has determined
that provision of these non-audit services is compatible with maintaining the
independence of PwC.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2003
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than November 18, 2002. Any stockholder
who desires to bring a proposal at the Fund's 2003 Annual Meeting of
Stockholders without including such proposal in the Fund's proxy statement must
deliver written notice thereof to the Secretary of the Fund (addressed to
Municipal Partners Fund Inc., 125 Broad Street, New York, New York 10004)
during the period from January 10, 2003 to February 10, 2003.

OTHER INFORMATION

The Fund's Annual Report containing financial statements for the fiscal
year ended December 31, 2001 is available, free of charge, by writing to the
Fund c/o Salomon Brothers Asset Management Inc at the address listed on the
front cover, or by calling toll-free 1-888-777-0102.

EXPENSES OF PROXY SOLICITATION

The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM,
PIMCO Advisors or their affiliates, or other representatives of the Fund or by
telephone or telegraph, in addition to the use of mails. Brokerage houses,
banks and other fiduciaries may be requested to forward proxy solicitation
material to their principals to obtain authorization for the execution of
proxies, and will be reimbursed by the Fund for out-of-pocket expenses incurred
in this connection.

OTHER BUSINESS

The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.

March 8, 2002

PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.

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MUNICIPAL PARTNERS FUND INC.
- ------------------------------------------------------------------------------

PREFERRED STOCK

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1.

1. Election of a Director.
(01) Heath B. McLendon

FOR WITHHOLD
[ ] [ ]

The proxies are authorized to vote in their discretion on any other business
as may properly come before the meeting or any adjournments thereof.

Mark box at right if you plan to attend the meeting. [ ]

Mark box at right if an address change or comment has been noted on [ ]
the reverse side of this card.

Please be sure to sign and date this Proxy.

Signature: ________________Date: _______ Signature: _______________Date: _______

PREFERRED STOCK MUNICIPAL PARTNERS FUND INC. PREFERRED STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - APRIL 11, 2002

The undersigned hereby appoints Heath B. McLendon, Robert A. Vegliante, Lewis E.
Daidone and Harris Goldblat, and each of them, the proxies for the undersigned,
with full power of substitution and revocation to each of them, to represent and
vote all shares of Preferred Stock of Municipal Partners Fund Inc. (the "Fund"),
which the undersigned is entitled to receive and vote proxies at the Annual
Meeting of Stockholders of the Fund to be held at Salomon Smith Barney Inc., 388
Greenwich Street, 26th Floor, Conference Room N, New York, New York on Thursday,
April 11, 2002, at 3:30 p.m., Eastern time, and at any adjournments thereof.

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEM 1 LISTED
ON THE REVERSE SIDE.

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PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Please sign this proxy exactly as your name appears on the books of the Fund.
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.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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