SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

REAL ESTATE INCOME FUND INC.
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(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

|_| 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 the 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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REAL ESTATE INCOME FUND INC.
125 Broad Street
New York, New York 10004

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 10, 2003

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

To the Shareholders of Real Estate Income Fund Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of Real
Estate Income Fund Inc. (the "Fund ") will be held at Citigroup Center, 153 E.
53rd Street, 14th Floor Conference Center, New York, New York at 4:00 p.m. on
April 10, 2003 for the following purposes:

1. To elect three (3) Class I Directors of the Fund, two (2) Class II
Directors of the Fund and three (3) Class III Directors of the Fund
(PROPOSAL 1); and

2. To consider and vote upon such other matters as may come before said
meeting or any adjournment thereof.

The close of business on February 27, 2003 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting and any adjournment thereof.

By Order of the Board of Directors,

Christina T. Sydor
Secretary

March 13, 2003

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YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.

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INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance
to you and may 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 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
- ------------ ---------------

Corporate Accounts
(1) ABC Corp. ....................................... ABC Corp.
(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

Custodian 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, Executor

REAL ESTATE INCOME FUND INC.
125 Broad Street
New York, New York 10004
1-800-331-1710

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

ANNUAL MEETING OF SHAREHOLDERS
APRIL 10, 2003

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

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Real Estate Income Fund Inc.
(the "Fund") for use at the Annual Meeting of Shareholders (the "Meeting") of
the Fund to be held at 4:00 p.m. on April 10, 2003 at Citigroup Center, 153 East
53rd Street, 14th Floor Conference Center, New York, New York and at any
adjournments thereof. A Notice of Meeting of Shareholders (the "Notice") and a
proxy card accompany this Proxy Statement.

The cost of soliciting proxies and the expenses incurred in preparing this
Proxy Statement and its enclosure will be borne by the Fund. Solicitation costs
are expected to be approximately $15,000. In addition, the Fund will reimburse
brokerage firms or other record holders for their expenses in forwarding
solicitation materials to beneficial owners of shares of the Fund. Proxy
solicitations will be made primarily by mail, but proxy solicitations also may
be made by telephone or personal interview conducted by officers of the Fund and
officers and regular employees of Smith Barney Fund Management LLC ("SBFM" or
the "Manager"), the Fund's investment adviser and administrator, Salomon Smith
Barney Inc. ("Salomon Smith Barney") and American Stock Transfer and Trust
Company, the Fund's transfer agent.

The Annual Report of the Fund, including audited financial statements for
the fiscal year ended December 31, 2002, has previously been furnished to all
shareholders. This Proxy Statement is first being mailed to shareholders on or
about March 13, 2003. The Fund will provide additional copies of the annual
report to any shareholder upon request by calling the Fund at 1-800-331-1710.

The Fund has one class of Common Stock which has a par value of $.001 per
Share. As of the Record Date, there were 10,820,787.453 shares of common stock
outstanding. The Fund has one series of Preferred Stock outstanding, Taxable
Auction Rate Preferred Stock Series M, $25,000 per share liquidation preference.
As of the record date, there were 2,600 shares of Preferred Stock oustanding.
The shares of Common Stock and the shares of Preferred Stock are referred to
collectively as the "Shares". Each shareholder is entitled to one vote for each
Share held and a porportionate fraction of a vote for any fractional Share held.

If the enclosed Proxy is properly executed and returned in time to be
voted at the Meeting, the Shares represented thereby will be voted in accordance
with the instructions marked thereon. Unless instructions to the contrary are
marked thereon, a proxy will be voted FOR the matter listed in the accompanying
Notice of Annual Meeting of Shareholders. For purposes of determining the
presence of a quorum for transacting business at the Meeting, abstentions and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted. Approval of Proposal 1 requires
the affirmative vote of a plurality of the votes cast at the Meeting with a
quorum present. Because the Proposal requires a proportion of votes cast for its
approval, abstensions and broker non-votes may influence whether a quorum is
present, but will have no impact on the requisite approval of such Proposal. Any
shareholder who has given a proxy has the right to revoke it at any time prior
to its exercise either by attending the Meeting and voting his or her shares in
person or by submitting a letter of revocation or a later-dated proxy to the
Fund at the above address prior to the date of the Meeting.

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 the proposal are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitations of proxies. In determining whether
to adjourn the Meeting, the following factors may be considered: the nature of
the proposal that is the subject of the Meeting; the percentage of votes
actually cast; the percentage of negative votes actually cast; the nature of any
further solicitation and the information to be provided to shareholders with
respect to the reasons for the solicitation. Any adjournment will require the
affirmative vote of a majority of the Shares represented at the Meeting in
person or by proxy. A shareholder vote may be taken on the proposal in this
Proxy Statement prior to such adjournment if sufficient votes have been received
and it is otherwise appropriate. Under the Fund's By-laws, a quorum is
constituted by the presence in person or by proxy of the holders of a majority
of the outstanding Shares entitled to vote at the Meeting.

The close of business on February 27, 2003 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Meeting and all adjournments thereof.

As of the Record Date, to the knowledge of the Fund and the Board, no
single shareholder or "group" (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")) beneficially owned more
than 5% of the outstanding Shares of the Fund. As of the Record Date, Cede &
Co., as nominee of The Depository Trust Company, was the record holder of
10,802,161 Shares, or 99.8% of the Fund's outstanding Shares. As of the Record
Date, the officers and Board Members of the Fund as a group beneficially owned
less than 1% of the outstanding Shares of the Fund.

In order that a shareholder's Shares may be represented at the Meeting,
shareholders are required to allow sufficient time for their proxies to be
received on or before 4:00 p.m. on April 10, 2003.

As of the Record Date, to the knowledge of the Fund, no securities issued
by Salomon Smith Barney's ultimate parent corporation, Citigroup Inc.
("Citigroup"), were held by Directors who are not "interested persons" of the
Fund as that term is used in the Investment Company Act of 1940, as amended, the
("1940 Act").

PROPOSAL 1:
TO ELECT THREE (3) CLASS I DIRECTORS OF THE FUND,
TWO (2) CLASS II DIRECTORS OF THE FUND AND
THREE (3) CLASS III DIRECTORS OF THE FUND

The Board of Directors of the Fund is divided into three classes. Each
Class I Director, Class II Director and Class III Director currently serving on
the Board has been nominated by the Board of Directors for election at the
Meeting to serve for a term of one, two or three years, respectively (until the
annual meeting in 2004, 2005 and 2006, respectively), or until their successors
have been duly elected and qualified.

Under the terms of the Fund's Articles of Incorporation, as amended (the
"Charter"), the holders of Preferred Stock are entitled as a class, to the
exclusion of the holders of Common Stock, to elect two Directors of the Fund
(the "Preferred Share Directors"). The Charter further provides that the
remaining nominees shall be elected by holders of Common Stock and Preferred
Stock voting together as a single class. Paolo M. Cucchi and Paul Hardin have
been designated as Preferred Share Directors. Therefore, the holders of the
Fund's Preferred Stock, voting as a single class, are being asked to vote for
Mr. Cucchi and Dr. Hardin as Directors of the Fund.

Each nominee has consented to serve as a Director if elected at the
Meeting. If a designated nominee declines or otherwise becomes unavailable for
election, however, the proxy confers discretionary power on the persons named
therein to vote in favor of a substitute nominee or nominees.

Certain information concerning the nominees is set forth below. For all
nominees or Directors indicated as owning shares of the Fund, such ownership
constituted less than 1% of the outstanding shares of the Fund as of the Record
Date. All of the nominees are currently Directors of the Fund. Except as
indicated, each nominee or Director has held the office shown or other offices
in the same company for the last five years.

Persons Nominated for Election as Directors

Number of
Portfolios
Principal in Fund Other
Position Length Occupations Complex Directorships
Held with of Time During Past Overseen Held by
Name, Address and Age Fund Served Five Years by Director Director
- ------------------------------------------------------------------------------------------------------------------------------------

CLASS I DIRECTORS

Non-Interested Directors:
Allan J. Bloostein+ Director Since President, Allan J. 35 Director of
27 West 67 Street 2002 Bloostein Associates, a Taubman
New York, NY 10023 consulting firm. Centers, Inc.
Age 73

George M. Pavia+ Director Since Senior Partner, Pavia & 8 None
600 Madison Avenue 2002 Harcourt Attorneys.
New York, NY 10022
Age 75

Interested Director:
R. Jay Gerken*+ Chairman, Since Managing Director of 226 None
399 Park Avenue President 2002 Salomon Smith Barney
New York, NY 10022 and Chief ("SSB"); Chairman, President
Age 51 Executive and Chief Executive Officer
Officer of Smith Barney Fund
Management LLC ("SBFM"),
Travelers Investment
Adviser, Inc.("TIA") and
Citi Fund Management Inc.;
formerly portfolio manager,
Smith Barney Growth and
Income Fund (1994-2000)
and Smith Barney Allocation
Series Inc. (1996-2001);
Chairman or Co-Chairman
of seventy-three investment
companies affiliated with
Citigroup.

* An "interested person" of the Fund, as defined in the 1940 Act, because he
is a Managing Director of SSB, which is an affiliate of Citi Fund
Management Inc., the Fund's Investment Manager ("Investment Manager").

+ Director, Trustee and/or general partner of other investment companies
registered under the Investment Company Act with which Salomon Smith
Barney is affiliated.

CLASS II DIRECTORS

Non-Interested Directors:
Robert A. Frankel+ Director Since Managing Partner of Robert 24 None
8 John Walsh Blvd. 2002 A. Frankel Management
Peekskill, NY 10566 Consultants.
Age 75

Paolo M. Cucchi+ Director Since Vice President and Dean 7 None
Drew University 2002 of College of Liberal Arts
108 Brothers College at Drew University.
Madison, NJ 07940
Age 61

CLASS III DIRECTORS
Non-Interested Directors:

Dwight B. Crane+ Director Since Professor, Harvard 51 None
Harvard Business School 2002 Business School.
Soldiers Field Road
Morgan Hall #375
Boston, MA 02163
Age 65

Dr. Paul Hardin+ Director Since Chancellor Emeritus and 36 None
12083 Morehead 2002 Professor of Law at the
Chapel Hill, NC University of North Carolina
27514-8426 at Chapel Hill; formerly
Age 71 Chancellor of the University
of North Carolina at
Chapel Hill.

William R. Hutchinson+ Director Since President, WR Hutchinson & 7 Director of
535 N. Michigan 2002 Associates, Inc. (oil industry Associated
Suite 1012 consulting); formerly Group Bank;
Chicago, IL 60611 Vice President, Mergers & Director of
Age 60 Acquisitions BP Amoco p.l.c. Associated
Banc-Corp.

- ----------
+ Director, trustee and/or general partner of other investment companies
registered under the Investment Company Act with which Salomon Smith Barney is
affiliated.

The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2002:

Aggregate Dollar Range of Equity
Securities in All Funds Overseen
Dollar Range of Equity by Director/Nominee and
Name of Director/Nominee Securities in the Fund Advised by SBFM
- ------------------------ ---------------------- --------------------------------

Non-Interested Directors/Nominees
Allan J. Bloostein $10,000-$50,000 Over $100,000
Dwight B. Crane None $50,001-$100,000
Paolo M. Cucchi None $1-$10,000
Robert A. Frankel $1-$10,000 Over $100,000
Dr. Paul Hardin $1-$10,000 Over $100,000
William R. Hutchinson None $1-$10,000
George Pavia None None

Interested Directors/Nominees
R. Jay Gerken* $1-$10,000 Over $100,000

- ----------
* Mr. Gerken is an "interested person" as defined in the 1940 Act, because he is
a Managing Director of SSB, which is an affiliate of the Investment Manager.

The Fund has no compensation committee of the Board, or any committee
performing similar functions. The Fund has a Nominating Committee composed of
Directors who are not "interested persons" of the Fund within the meaning of the
1940 Act (the "Independent Directors"), which is charged with selecting and
nominating "disinterested" (as defined in the 1940 Act) nominees for election as
Directors of the Fund. The Nominating Committee will accept nominations for the
office of Director made by the stockholders in a written request addressed to
the Secretary of the Fund which includes biographical data and sets forth the
qualifications of the proposed nominee. The Nominating Committee did not meet
during the Fund's last fiscal year. The Fund has an Audit Committee composed of
the Independent Directors, which is charged with recommending a firm of
independent auditors to the Fund and reviewing accounting matters with the
auditors as set forth in the committee's charter. The Charter of the Audit
Committee appears as Exhibit A to this Proxy Statement. The Audit Committee is
responsible for (i) considering management's recommendations of independent
accountants for the Fund and evaluating such accountants' performance, cost and
financial stability; (ii) reviewing and coordinating audit plans prepared by the
Fund's independent accountants and management's internal audit staff; and (iii)
reviewing financial statements contained in periodic reports to shareholders
with the Fund's independent accountants and Management. The Audit Committee held
one meeting during the Fund's most recent fiscal year. The Fund has a Pricing
Committee composed of any one Independent Director and any one "interested"
director of the Fund which is charged with determining fair value prices for
securities when required. The Pricing Committee held one meeting during the
Fund's last fiscal year.

During the Fund's last fiscal year from inception on July 25, 2002 to
December 31, 2002, two regular meetings of the Board were held. In the last
fiscal year, each Director attended at least 75% of the regular meetings of the
Board.

COMPENSATION

Only the Independent Directors receive remuneration from the Fund for
acting as a Director. Aggregate expenses (including reimbursement for travel and
out-of-pocket expenses) of $13,860 were paid to such Directors by the Fund
during the fiscal year ended December 31, 2002. Fees for the Independent
Directors are currently set at $5,000 per annum plus $500 per in-person Board
meeting and $100 per telephone conference call. Officers of the Fund are
compensated by Salomon Smith Barney.

The following table shows the compensation paid by the Fund to each person
who was a Director during the Fund's last fiscal year:

Aggregate Pension or Total
Compensation Retirement Compensation Total Number
from Fund Benefits from Fund and of Funds for
for the fiscal Accrued as part Fund Complex Which Director
Name of year ended of Fund for the year Serves within
Person 12/31/02 Expenses ended 12/31/02 Fund Complex
--------- -------------- --------------- -------------- --------------

Non-Interested Directors
Dwight B. Crane $2,850 0 $152,200 51
Paolo M. Cucchi 3,050 0 44,400 7
Allan J. Bloostein 3,150 0 122,250 35
Robert A. Frankel 3,150 0 73,450 24
Dr. Paul Hardin 3,050 0 132,300 36
William R. Hutchinson 3,050 0 46,750 7
George M. Pavia 3,050 0 57,800 8

Interested Director
R. Jay Gerken* 0 0 0 226

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* Designates a Director who is an "interested person" of the Fund as defined
under the 1940 Act because he is a Managing Director of SSB, which is an
affiliate of the Investment Manager..

At the end of the calendar year in which he or she attained age 80, a Fund
Director is required to change to emeritus status. An Emeritus Director is
entitled to serve in emeritus status for a maximum of 10 years during which time
he is 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. Currenty there are no Directors Emeriti.

Beneficial Ownership Reporting Compliance

Section 30 (h) of the 1940 Act requires the Fund's officers and Directors,
investment advisers and sub-investment advisers and certain affiliated persons
thereof, and any persons who beneficially own more than ten percent of the
Fund's outstanding shares, to file reports of ownership with the Securities and
Exchange Commission, the New York Stock Exchange, Inc. (the "NYSE") and the
Fund. Based solely upon its review of the copies of such forms received by it
and representations from certain such persons, the Fund believes that during its
fiscal year ended December 31, 2002, all filing requirements applicable to such
persons were met.

The names of the principal officers of the Fund are listed in the table
below together with certain additional information. Each of the officers of the
Fund will hold such office until a successor is voted upon by the Board of
Directors.

Principal Occupations and
Position Other Affiliations for the
Name (Year First Elected) Past Five Years and Age
- ---- -------------------- ------------------------------

R. Jay Gerken Chief Executive Officer (See table of Directors)
(2002), Chairman of the
Board (2002) and
President (2002)

Lewis E. Daidone Senior Vice President Managing Director of Salomon
(2002) and Chief Smith Barney, Director and Senior
Administrative Officer Vice President of SBFM and TIA;
(2002) former Chief Financial Officer
and Treasurer of certain mutual
funds affiliated with Citigroup; 45.

Richard Peteka Treasurer and Chief Director and Head of Internal Control
Financial Officer for Citigroup Asset Management U.S.
(2002) Mutual Fund Admistration from
1999-2002; Vice President and Head of
Mutual Fund Administration at
Oppenheimer Capital; 41

Kaprel Ozsolak Controller (2002) Vice President of Salomon Smith
Barney; 37

Matthew A. Troxell Investment Officer Principal of AEW Capital Management,
(2002) L.P.; prior to July 2000 Director
of AEW Capital Management, L.P.; 45

Christina T. Sydor Secretary (2002) Managing Director of Salomon Smith
Barney, General Counsel and Secretary
of SBFM and TIA, Secretary or Executive
Vice President and General Counsel of
61 investment companies associated with
Citigroup; 52.

The election of each Director will require a plurality of the votes cast.

The principal business address of Mr. Gerken is 399 Park Avenue, New York,
New York 10043. The principal business address of Messrs. Daidone, Peteka and
Ozsolak is 125 Broad Street, New York, New York 10004. The principal business
address of Mr. Troxel is Two Seaport Lane, 16th Floor, Boston, MA 02210. The
principal business address of Ms. Sydor is 300 First Stamford Place, Stamford,
Connecticut 06902.

THE BOARD OF DIRECTORS, INCLUDING ALL THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL NOMINEES TO THE
BOARD.

Report of the Audit Committee

At a meeting of the Audit Committee on February 24, 2003, the Audit
Committee reported that it: (i) reviewed and discussed the Fund's audited
financial statements with management; (ii) discussed with KPMG LLP ("KPMG"), the
Fund's independent auditors, the matters required to be discussed by Statement
on Auditing Standards No. 61; and (iii) received written confirmation from KPMG
that it is independent and disclosures regarding such independence, as required
by Independence Standards Board Standard No. 1, and discussed with the auditors
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 approved) that the audited financial statements be
included in the Fund's annual report for the Fund's fiscal year ended December
31, 2002.

Representatives of KPMG 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. Fees for the annual audit of the Fund's financial statements
by KPMG for the fiscal year ended December 31, 2002 were $40,000.

Financial Information Systems Design and Implementation Fees. Neither the
Fund nor SBFM or other entities controlling, controlled by, or under common
control with SBFM that provides services to the Fund engaged KPMG to provide
advice to the Fund, SBFM and entities controlled by or under common control with
SBFM regarding financial information system design and implementation during the
fiscal year ended December 31, 2002.

All Other Fees. The aggregate fees billed for all other non-audit
services, including fees for tax related services, rendered by KPMG to the Fund,
SBFM and entities controlled by or affiliated with SBFM that provide services to
the Fund for the fiscal year ended December 31, 2002 were $16,500. The Audit
Committee of the Fund has determined that provision of these non-audit services
is compatible with maintaining the independence of KPMG.

DEADLINE FOR SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the 2004 Annual Meeting
of Shareholders of the Fund must be received by November 21, 2003 to be included
in the proxy statement and the form of proxy relating to that meeting, as the
Fund expects that the 2004 Annual Meeting will be held in April of 2004. The
submission by a shareholder of a proposal for inclusion in the proxy statement
does not guarantee that it will be included. Shareholder proposals are subject
to certain regulations under the federal securities laws.

The persons named as proxies for the 2004 Annual Meeting of Shareholders
will have discretionary authority to vote on any matter presented by a
shareholder for action at that meeting unless the Fund receives notice of the
matter by February 6, 2004, in which case these persons will not have
discretionary voting authority

except as provided in the Securities and Exchange Commission's rules governing
shareholder proposals.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board does not intend to present any other business at the Meeting,
nor is the Fund aware of any shareholder proposals. If, however, any other
matters are properly brought before the Meeting, the persons named as proxies in
the accompanying form of proxy will vote thereon in accordance with their
judgment, to the extent permissible under applicable law.

March 13, 2003

It is important that proxies be returned promptly. Shareholders who do not
expect to attend the meeting are therefore urged to complete and sign, date and
return the proxy card as soon as possible in the enclosed postage-paid envelope.

EXHIBIT A

REAL ESTATE INCOME FUND INC.

AUDIT COMMITTEE CHARTER

I. Composition of the Audit Committee: The Audit Committee shall be comprised
of at least three directors, each of whom shall have no relationship to
the Real Estate Income Fund Inc. (the "Company") that may interfere with
the exercise of their independence from management and the Company and
shall otherwise satisfy the applicable membership requirements under the
rules of the New York Stock Exchange, Inc, as such requirements are
interpreted by the Board of Directors in its business judgment.

II. Purposes of the Audit Committee: The purposes of the Audit Committee are
to assist the Board of Directors:

1. in its oversight of the Company's accounting and financial reporting
principles and policies and audit controls and procedures;

2. in its oversight of the Company's financial statements and the
independent audit thereof;

3. in selecting (or nominating the outside auditors to be proposed for
shareholder approval in any proxy statement), evaluating and, where
deemed appropriate, replacing the outside auditors; and

4. in evaluating the independence of the outside auditors.

The function of the Audit Committee is oversight. The management of the
Company is responsible for the preparation, presentation and integrity of
the Company's financial statements. Management and the internal auditing
department are responsible for maintaining appropriate accounting and
financial reporting principles and policies and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The outside auditors are responsible for
planning and carrying out a proper audit in accordance with Generally
Accepted Auditing Standards. In fulfilling their responsibilities
hereunder, it is recognized that members of the Audit Committee are not
full-time employees of the Company and are not, and do not represent
themselves to be, accountants or auditors by profession or experts in the
fields of accounting or auditing. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct "field
work" or other types of auditing or accounting reviews or procedures, and
each member of the Audit Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within and outside the
Company that it receives information from and (ii) the accuracy of the
financial and other information provided to the Audit Committee by such
persons and organizations absent actual knowledge to the contrary (which
shall be promptly reported to the Board of Directors).

A-1

The outside auditors for the Company are ultimately accountable to the
Board of Directors (as assisted by the Audit Committee). The Board of
Directors, with the assistance of the Audit Committee, has the ultimate
authority and responsibility to select, evaluate and, where appropriate,
replace the outside auditors (or to nominate the outside auditors to be
proposed for shareholder approval in the proxy statement).

The outside auditors shall submit to the Audit Committee annually a formal
written statement delineating all relationships between the outside
auditors and the Company ("Statement as to Independence") which, in the
auditor's professional judgement may be reasonably thought to bear on
independence, addressing at least the matters set forth in Independence
Standards Board No. 1.

III. Meetings of the Audit Committee: The Audit Committee shall meet at least
annually with the outside auditors to discuss the annual audited financial
statements and results of their audit. The Audit Committee may request any
officer or employee of the Company or the Company's outside counsel or
outside auditors to attend a meeting of the Audit Committee or to meet
with any members of, or consultants to, the Audit Committee.

IV. Duties and Powers of the Audit Committee: To carry out its purposes, the
Audit Committee shall have the following duties and powers:

1. to provide advice to the Board of Directors in selecting, evaluating
or replacing outside auditors;

2. to review the fees charged by the outside auditors for audit and
non-audit services;

3. to ensure that the outside auditors prepare and deliver annually a
Statement as to Independence (it being understood that the outside
auditors are responsible for the accuracy and completeness of this
Statement), to discuss with the outside auditors any relationships
or services disclosed in this Statement that may impact the
objectivity and independence of the Company's outside auditors and
to recommend that the Board of Directors take appropriate action in
response to this Statement to satisfy itself of the outside
auditors' independence;

4. to instruct the auditors that the outside auditors are ultimately
accountable to the Board of Directors and Audit Committee;

5. to advise management and the outside auditors that they are expected
to provide to the Audit Committee a timely analysis of significant
financial reporting issues and practices;

6. to consider any reports or communications (and management's
responses thereto) submitted to the Audit Committee by the outside
auditors required by or referred to in SAS 61 (as codified by AU
Section 380), as may be modified or supplemented, including reports
and communications related to:

A-2

o deficiencies noted in the audit in the design or operation of
internal controls;

o consideration of fraud in a financial statement audit;

o detection of illegal acts;

o the outside auditors' responsibility under generally accepted
auditing standards;

o significant accounting policies;

o management judgments and accounting estimates;

o adjustments arising from the audit;

o the responsibility of the outside auditors for other
information in documents containing audited financial
statements;

o disagreements with management;

o consultation by management with other accountants;

o major issues discussed with management prior to retention of
the outside auditors;

o difficulties encountered with management in performing the
audit;

o the outside auditors' judgments about the quality of the
entity's accounting principles; and

o reviews of interim financial information conducted by the
outside auditors; and

7. with respect to reporting and recommendations, to discuss with the
Company's General Counsel any significant legal matters may have a
material effect on the financial statements, the Company's
compliance policies, including material notices to or inquiries
received from governmental agencies;

8. to prepare any report, including any recommendation of the Audit
Committee, required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement;

9. to review this Charter at least annually and recommend any changes
to the full Board of Directors; and

10. to report its activities to the full Board of Directors on a regular
basis and to make such recommendations with respect to the above and
other matters as the Audit Committee may deem necessary or
appropriate.

V. Resources and Authority of the Audit Committee: The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel
and other experts or consultants.

A-3

COMMON STOCK COMMON STOCK

REAL ESTATE INCOME FUND INC.
April 10, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints R. Jay Gerken, Christian T. Sydor and
Robert M. Nelson, and each of them, attorneys and proxies for the undersigned,
with full power of substitution and revocation to represent the undersigned and
to vote on behalf of the undersigned all shares of Common Stock of Real Estate
Income Fund Inc. (the "Fund") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Fund to be held at Citigroup Center, 153
East 53rd Street, 14th Floor Conference Center, New York, New York on Thursday,
April 10, 2003, at 4:00 p.m., and at any adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy
Statement and hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting. A majority of the
proxies present and acting at the Meeting in person or by substitute (or, if
only one shall be so present, then that one) shall have and may exercise all of
the power and authority of said proxies hereunder. The undersigned hereby
revokes any proxy previously given.

(Continued and to be signed on the reverse side)

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |X|
- --------------------------------------------------------------------------------

1. ELECTION OF DIRECTORS

NOMINEES

|_| FOR ALL NOMINEES |_| Allan J. Bloostein For Class I Director
|_| R. Jay Gerken For Class I Director
|_| WITHHOLD AUTHORITY |_| George M. Pavia For Class I Director
FOR ALL NOMINEES |_| Robert A. Frankel For Class II Director
|_| Dwight B. Crane For Class III Director
|_| FOR ALL EXCEPT |_| William R. Hutchinson For Class III Director
(See instructions below)

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: |X|
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
To change the address on your account, please check the box at
right and indicate your new address in the address space above. |_|
Please note that changes to the registered name(s) on the account
may not be submitted via this method.
- --------------------------------------------------------------------------------

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

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 the election
of the nominees as Directors.

Please refer to the Proxy Statement for a discussion of the Proposal.

Please check here if you plan to attend the Meeting. |_|

Signature of Stockholder ___________________________ Date: ___________________

Note: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.

PREFERRED STOCK PREFERRED STOCK

REAL ESTATE INCOME FUND INC.
April 10, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints R. Jay Gerken, Christian T. Sydor and
Robert M. Nelson, and each of them, attorneys and proxies for the undersigned,
with full power of substitution and revocation to represent the undersigned and
to vote on behalf of the undersigned all shares of Preferred Stock of Real
Estate Income Fund Inc. (the "Fund") which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of the Fund to be held at Citigroup
Center, 153 East 53rd Street, 14th Floor Conference Center, New York, New York
on Thursday, April 10, 2003, at 4:00 p.m., and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the Meeting in person
or by substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.

(Continued and to be signed on the reverse side)

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

1. ELECTION OF DIRECTORS

NOMINEES

|_| FOR ALL NOMINEES |_| Allan J. Bloostein For Class I Director
|_| R. Jay Gerken For Class I Director
|_| WITHHOLD AUTHORITY |_| George M. Pavia For Class I Director
FOR ALL NOMINEES |_| Paolo M. Cucchi For Class II Director
|_| Robert A. Frankel For Class II Director
|_| FOR ALL EXCEPT |_| Dwight B. Crane For Class III Director
(See instructions below) |_| Dr. Paul Hardin For Class III Director
|_| William R. Hutchinson For Class III Director

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

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 the election
of the nominees as Directors.

Please refer to the Proxy Statement for a discussion of the Proposal.

Please check here if you plan to attend the Meeting. |_|

Signature of Stockholder ___________________________ Date: ___________________