<DOCUMENT>
<TYPE>EX-99.A.8 CHARTER
<SEQUENCE>10
<FILENAME>ex-99a8.txt
<TEXT>


                                                           Exhibit a.8



                   DUFF & PHELPS UTILITIES INCOME INC.

                           Articles of Amendment
                          ---------------------

      Duff & Phelps Utilities Income Inc., a Maryland corporation having
its principal office in Baltimore City, Maryland and its principal
executive office in Chicago, Illinois (the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:

      FIRST:The Corporation's Articles Supplementary creating Remarketed
Preferred Stock Series A, Series B, Series C, Series D and Series E are
hereby amended as follows:

           1.    Part I, Paragraph 1, Definitions, is amended by deleting
                 the definitions of "Deposit Securities," "Discounted
                 Value," "RP Basic Maintenance Amount" and "RP Basic
                 Maintenance Cure Date" and replacing them with the
                 following definitions:

                 "Deposit Securities" means cash, U.S. Government
                 Obligations and Short Term Money Market Instruments.
                 Except for purposes of determining compliance with either
                 RP Basic Maintenance Amount, each Deposit Security shall
                 be deemed to have a value equal to its principal or face
                 amount payable at maturity plus any interest payable
                 thereon after delivery of such Deposit Security but only
                 if payable on or prior to the applicable payment date in
                 advance of which the relevant deposit is made.

                 "Discounted Value," with respect to any asset held by the
                 Corporation as of any date, means the quotient of the
                 Market Value of such asset divided by the applicable
                 Discount Factor Supplied by S&P (provided that, in the
                 event the Corporation has written a call option on such
                 asset, the Discounted Value of such asset shall be zero)
                 or the quotient of the Market Value of such asset divided
                 by the applicable Discount Factor Supplied by Moody's
                 (provided that, in the event the Corporation has written a
                 call option on such asset, the Discounted Value of such
                 asset shall mean the quotient of the lower of the Market
                 Value of such asset and the exercise price of such call
                 option divided by the applicable Discount Factor Supplied
                 by Moody's), as the case may be, provided that in no event
                 shall the Discounted Value of any asset constituting
                 Eligible Portfolio Property as of any date exceed the
                 unpaid principal balance or face amount of such asset as
                 of that date. With respect to the calculation of the
                 Discounted Value of any Utility Bond included in the



<PAGE>




                 Corporation's Eligible Portfolio Property, such
                 calculation shall be made using the criteria set forth in
                 the definitions of Utility Bonds and Market Value. With
                 respect to the calculation of the Discounted Value of any
                 Utility Stock included in the Corporation's Eligible
                 Portfolio Property such calculation shall be made using
                 the criteria set forth in the definitions of Utility
                 Stocks and Market Value. When calculating the aggregate
                 Discounted Value of the Corporation's Eligible Portfolio
                 Property for comparison with the Moody's RP Basic
                 Maintenance Amount, the Discount Factors Supplied by
                 Moody's shall be used; provided that, in making such
                 calculation, the amount of Utility Stocks issued by public
                 utility companies with nuclear facilities under
                 construction (as determined by the Adviser) which may be
                 included in such calculation shall be limited to five
                 percent of the Market Value of the Corporation's Eligible
                 Portfolio Property. When calculating the aggregate
                 Discounted Value of the Corporation's Eligible Portfolio
                 Property for comparison with the S&P Basic Maintenance
                 Amount, the Discount Factors Supplied by S&P shall be
                 used. Notwithstanding any other provision of these
                 Articles Supplementary, any Utility Bond that has a
                 remaining maturity of more than 30 years, and any asset as
                 to which there is no Discount Factor Supplied by Moody's
                 or Discount Factor Supplied by S&P either in these
                 Articles Supplementary or in an amendment or supplement
                 thereof, shall have a Discounted Value for purposes of
                 determining the aggregate Discounted Value of the
                 Corporation's Eligible Portfolio Property calculated using
                 the Discount Factor Supplied by Moody's or S&P, as the
                 case may be, of zero.

                 "RP Basic Maintenance Amount" means the Moody's RP Basic
                 Maintenance Amount or the S&P RP Basic Maintenance Amount,
                 as the case may be.

                 "RP Basic Maintenance Cure Date," with respect to the
                 failure by the Corporation to maintain either RP Basic
                 Maintenance Amount (as required by paragraph 8 of this
                 Part I) as of each Valuation Date, means the eighth
                 Business Day following such Valuation Date.

                 "RP Basic Maintenance Report" means a report signed by the
                 President, the Treasurer, any Senior Vice President or any
                 Vice President of the Corporation which sets forth, as of
                 the related Valuation Date, the assets of the Corporation,
                 the Market Value and the Discounted Value thereof
                 (seriatim and in the aggregate), and each RP Basic
                 Maintenance Amount.

           2.    Part I, Paragraph 1, Definitions, is further amended by
                 the addition thereto of the following definitions of
                 "Moody's RP Basic Maintenance Amount" and "S&P RP Basic
                 Maintenance Amount":

                 "Moody's RP Basic Maintenance Amount" means, initially, as
                 of any date, the sum of (i) the aggregate liquidation
                 preference of the shares of RP outstanding and shares of


                                       2
<PAGE>




                 Other RP outstanding, (ii) to the extent not covered in
                 (i), the aggregate amount of accumulated but unpaid cash
                 dividends with respect to the shares of RP outstanding and
                 shares of Other RP outstanding, (iii) any Rights due and
                 payable and any equivalent rights to receive cash with
                 respect to Other RP which are due and payable, (iv) an
                 amount equal to the product of (x) three and (y) the
                 principal amount of the Corporation's loan from the Aid
                 Association for Lutherans then outstanding, (v) an amount
                 equal to the sum of (x) the amount of accrued but unpaid
                 interest on the principal amount of the Corporation's loan
                 from the Aid Association for Lutherans then outstanding
                 and (y) an amount equal to 70 days of additional accrued
                 interest on such loan at the then-current interest rate
                 borne by such loan, (vi) an amount equal to the product of
                 (x) three and (y) the aggregate principal amount of any
                 other then outstanding indebtedness of the Corporation for
                 money borrowed, (vii) an amount equal to the sum of (x)
                 the aggregate accrued but unpaid interest on the
                 indebtedness referred to in the foregoing clause (vi) and
                 (y) an amount equal to 70 days of additional accrued
                 interest on such indebtedness at the then-current interest
                 rate(s) borne by such indebtedness, (viii) the aggregate
                 Projected Dividend Amount, (ix) redemption premium, if
                 any, and (x) the greater of $200,000 or an amount equal to
                 projected expenses of the Corporation (including, without
                 limitation, fee and indemnification obligations of the
                 Corporation incurred in connection with any commercial
                 paper program undertaken by the Corporation or with any
                 credit facility related thereto) for the next three month
                 period. The Board of Directors shall have the authority to
                 adjust, modify, alter or change from time to time the
                 initial elements comprising the Moody's RP Basic
                 Maintenance Amount if the Board of Directors determines
                 and Moody's advises the Corporation in writing that such
                 adjustment, modification, alteration or change will not
                 adversely affect its then-current rating on the RP.

                 "S&P RP Basic Maintenance Amount" means, initially, as of
                 any date, the sum of (i) the aggregate liquidation
                 preference of the shares of RP outstanding and shares of
                 Other RP outstanding, (ii) to the extent not covered in
                 (i), the aggregate amount of accumulated but unpaid cash
                 dividends with respect to the shares of RP outstanding and
                 shares of Other RP outstanding, (iii) any Rights due and
                 payable and any equivalent rights to receive cash with
                 respect to Other RP which are due and payable, (iv) the
                 principal amount of the Corporation's loan from the Aid
                 Association for Lutherans then outstanding, (v) an amount
                 equal to accrued but unpaid interest on the principal
                 amount of the Corporation's loan from the Aid Association
                 for Lutherans then outstanding, (vi) the aggregate
                 principal amount of, and an amount equal to accrued but
                 unpaid interest on, any other then outstanding
                 indebtedness of the Corporation for money borrowed, (vii)
                 the aggregate Projected Dividend Amount, (viii) redemption
                 premium, if any, and (ix) the greater of $200,000 or an
                 amount equal to projected expenses of the Corporation
                 (including, without limitation, fee and indemnification


                                       3
<PAGE>


                 obligations of the Corporation incurred in connection with
                 any commercial paper program undertaken by the Corporation
                 or with any credit facility related thereto) for the next
                 three month period. The Board of Directors shall have the
                 authority to adjust, modify, alter or change from time to
                 time the initial elements comprising the S&P RP Basic
                 Maintenance Amount if the Board of Directors determines
                 and S&P advises the Corporation in writing that such
                 adjustment, modification, alteration or change will not
                 adversely affect its then-current rating on the RP.

           3.    Part I, Paragraph 3, Dividends, is amended by deleting
                 paragraph (i) thereof and replacing it with the following:

                 (i) So long as any shares of RP are outstanding, the
                 Corporation shall not, subject to the requirements of the
                 1940 Act and Maryland law, without the affirmative vote or
                 consent of the holders of at least two-thirds of the votes
                 of the shares of RP outstanding at the time, given in
                 person or by proxy, either in writing or at a meeting
                 (voting separately as one class): (a) authorize, create or
                 issue, or increase the authorized or issued amount, of any
                 class or series of stock ranking prior to the RP with
                 respect to payment of dividends or the distribution of
                 assets on liquidation, or (b) amend, alter or repeal the
                 provisions of the Corporation's Charter including these
                 Articles Supplementary, whether by merger, consolidation
                 or otherwise, so as to materially and adversely affect any
                 right, preference, privileges or voting power of such
                 shares of RP or the Holders thereof; provided that, any
                 increase in the amount of the authorized RP or the
                 creation and issuance of other series of Preferred Stock,
                 or any increase in the amount of authorized shares of such
                 series or of any other series of remarketed preferred
                 stock, in each case ranking on a parity with or junior to
                 the RP, will not be deemed to materially and adversely
                 affect such rights, preferences, privileges or voting
                 powers unless such issuance would cause the Corporation
                 not to satisfy the 1940 Act RP Asset Coverage or either RP
                 Basic Maintenance Amount. Unless a higher percentage is
                 provided for under the Charter, the affirmative vote of
                 the holders of a majority of the outstanding shares of
                 Preferred Stock including RP, voting together as a single
                 class, will be required to approve any plan of
                 reorganization adversely affecting such shares or any
                 action requiring a vote of security holders under Section
                 13(a) of the 1940 Act. The class vote of holders of shares
                 of Preferred Stock, including RP, described above will in
                 each case be in addition to a separate vote of the
                 requisite percentage of shares of Common Stock and shares
                 of Preferred Stock, including RP, necessary to authorize
                 the action in question.

                 The foregoing voting provisions shall not apply if, at or
                 prior to the time when the act with respect to which such
                 vote would otherwise be required shall be effected, all
                 outstanding shares of RP shall have been redeemed or
                 called for redemption and sufficient funds shall have been
                 deposited in trust to effect such redemption.


                                       4
<PAGE>




           4.    Part I, Paragraph 4, Redemption, is amended by deleting
                 paragraph (b) thereof and replacing it with the following:

                 (b) The Corporation shall redeem, out of funds legally
                 available therefor, at a redemption price of $100,000 per
                 share plus an amount equal to cash dividends thereon
                 (whether or not earned or declared) accumulated but unpaid
                 to the date of redemption, shares of RP to the extent
                 permitted under the 1940 Act and Maryland law, on a date
                 fixed by the Board of Directors, if the Corporation fails
                 to maintain either RP Basic Maintenance Amount or the 1940
                 Act RP Asset Coverage and such failure is not cured on or
                 before the RP Basic Maintenance Cure Date or the 1940 Act
                 Cure Date (herein referred to as the "Cure Date"), as the
                 case may be. The number of shares to be redeemed shall be
                 equal to the lesser of (i) the minimum number of shares of
                 RP the redemption of which, if deemed to have occurred
                 immediately prior to the opening of business on the Cure
                 Date, together with all shares of other Preferred Stock
                 subject to redemption or retirement, would result in the
                 satisfaction of the relevant RP Basic Maintenance Amount
                 or the 1940 Act RP Asset Coverage, as the case may be, on
                 such Cure Date (provided that, if there is no such minimum
                 number of shares the redemption of which would have such
                 result, all shares of RP then outstanding shall be
                 redeemed), and (ii) the maximum number of shares of RP
                 that can be redeemed out of funds expected to be legally
                 available therefor on such redemption date. In determining
                 the number of shares of RP required to be redeemed in
                 accordance with the foregoing, the Corporation shall
                 allocate the amount required to achieve the relevant RP
                 Basic Maintenance Amount or the 1940 Act RP Asset
                 Coverage, as the case may be, pro rata among the RP and
                 the Other RP. The Corporation shall effect such redemption
                 not later than 41 days after such Cure Date, except that
                 if the Corporation does not have funds legally available
                 for the redemption of all of the required number of shares
                 of RP which are subject to mandatory redemption or the
                 Corporation otherwise is unable to effect such redemption
                 on or prior to such Cure Date, the Corporation shall
                 redeem those shares of RP which it was unable to redeem on
                 the earliest practicable date on which it is able to
                 effect such redemption.

           5.    Part I, Paragraph 8, Asset and Liquidity Coverage, is
                 amended by deleting the text of Paragraph (i) of Paragraph
                 (a), RP Basic Maintenance Amount, thereof and replacing it
                 with the following text:

                 (i) The Corporation shall maintain, on each Valuation
                 Date, (A) Eligible Portfolio Property having an aggregate
                 Discounted Value (calculated using the Discount Factors
                 Supplied by Moody's) at least equal to the Moody's RP
                 Basic Maintenance Amount and (B) Eligible Portfolio
                 Property having an aggregate Discounted Value (calculated
                 using the Discount Factors Supplied by S&P) at least equal
                 to the S&P RP Basic Maintenance Amount.


                                       5
<PAGE>



      SECOND:    The Corporation's Articles Supplementary creating
Remarketed Preferred Stock Series I are hereby amended as follows:

           1.    Part I, Paragraph 1, Definitions, is amended by deleting
                 the definitions of "Deposit Securities," "Discounted
                 Value," "RP Basic Maintenance Amount" and "RP Basic
                 Maintenance Cure Date" and replacing them with the
                 following definitions:

                 "Deposit Securities" means cash, U.S. Government
                 Obligations and Short Term Money Market Instruments.
                 Except for purposes of determining compliance with either
                 RP Basic Maintenance Amount, each Deposit Security shall
                 be deemed to have a value equal to its principal or face
                 amount payable at maturity plus any interest payable
                 thereon after delivery of such Deposit Security but only
                 if payable on or prior to the applicable payment date in
                 advance of which the relevant deposit is made.

                 "Discounted Value," with respect to any asset held by the
                 Corporation as of any date, means the quotient of the
                 Market Value of such asset divided by the applicable
                 Discount Factor Supplied by S&P (provided that, in the
                 event the Corporation has written a call option on such
                 asset, the Discounted Value of such asset shall be zero)
                 or the quotient of the Market Value of such asset divided
                 by the applicable Discount Factor Supplied by Moody's
                 (provided that, in the event the Corporation has written a
                 call option on such asset, the Discounted Value of such
                 asset shall mean the quotient of the lower of the Market
                 Value of such asset and the exercise price of such call
                 option divided by the applicable Discount Factor Supplied
                 by Moody's), as the case may be, provided that in no event
                 shall the Discounted Value of any asset constituting
                 Eligible Portfolio Property as of any date exceed the
                 unpaid principal balance or face amount of such asset as
                 of that date. With respect to the calculation of the
                 Discounted Value of any Utility Bond included in the
                 Corporation's Eligible Portfolio Property, such
                 calculation shall be made using the criteria set forth in
                 the definitions of Utility Bonds and Market Value. With
                 respect to the calculation of the Discounted Value of any
                 Utility Stock included in the Corporation's Eligible
                 Portfolio Property such calculation shall be made using
                 the criteria set forth in the definitions of Utility
                 Stocks and Market Value. When calculating the aggregate
                 Discounted Value of the Corporation's Eligible Portfolio
                 Property for comparison with the Moody's RP Basic
                 Maintenance Amount, the Discount Factors Supplied by
                 Moody's shall be used; provided that, in making such
                 calculation, the amount of Utility Stocks issued by public
                 utility companies with nuclear facilities under
                 construction (as determined by the Adviser) which may be
                 included in such calculation shall be limited to five
                 percent of the Market Value of the Corporation's Eligible
                 Portfolio Property. When calculating the aggregate
                 Discounted Value of the Corporation's Eligible Portfolio
                 Property for comparison with the S&P Basic Maintenance
                 Amount, the Discount Factors Supplied by S&P shall be

                                       6
<PAGE>



                 used. Notwithstanding any other provision of these
                 Articles Supplementary, any Utility Bond that has a
                 remaining maturity of more than 30 years, and any asset as
                 to which there is no Discount Factor Supplied by Moody's
                 or Discount Factor Supplied by S&P either in these
                 Articles Supplementary or in an amendment or supplement
                 thereof, shall have a Discounted Value for purposes of
                 determining the aggregate Discounted Value of the
                 Corporation's Eligible Portfolio Property calculated using
                 the Discount Factor Supplied by Moody's or S&P, as the
                 case may be, of zero.

                 "RP Basic Maintenance Amount" means the Moody's RP Basic
                 Maintenance Amount or the S&P RP Basic Maintenance Amount,
                 as the case may be.

                 "RP Basic Maintenance Cure Date," with respect to the
                 failure by the Corporation to maintain either RP Basic
                 Maintenance Amount (as required by paragraph 8 of this
                 Part I) as of each Valuation Date, means the eighth
                 Business Day following such Valuation Date.

                 "RP Basic Maintenance Report" means a report signed by the
                 President, the Treasurer, any Senior Vice President or any
                 Vice President of the Corporation which sets forth, as of
                 the related Valuation Date, the assets of the Corporation,
                 the Market Value and the Discounted Value thereof
                 (seriatim and in the aggregate), and each RP Basic
                 Maintenance Amount.

           2.    Part I, Paragraph 1, Definitions, is further amended by
                 the addition thereto of the following definitions of
                 "Moody's RP Basic Maintenance Amount" and "S&P RP Basic
                 Maintenance Amount":

                 "Moody's RP Basic Maintenance Amount" means, initially, as
                 of any date, the sum of (i) the aggregate liquidation
                 preference of the shares of RP outstanding and shares of
                 Other RP outstanding, (ii) to the extent not covered in
                 (i), the aggregate amount of accumulated but unpaid cash
                 dividends with respect to the shares of RP outstanding and
                 shares of Other RP outstanding, (iii) any Rights due and
                 payable and any equivalent rights to receive cash with
                 respect to Other RP which are due and payable, (iv) an
                 amount equal to the product of (x) three and (y) the
                 principal amount of the Corporation's loan from the Aid
                 Association for Lutherans then outstanding, (v) an amount
                 equal to the sum of (x) the amount of accrued but unpaid
                 interest on the principal amount of the Corporation's loan
                 from the Aid Association for Lutherans then outstanding
                 and (y) an amount equal to 70 days of additional accrued
                 interest on such loan at the then-current interest rate
                 borne by such loan, (vi) an amount equal to the product of
                 (x) three and (y) the aggregate principal amount of any
                 other then outstanding indebtedness of the Corporation for
                 money borrowed, (vii) an amount equal to the sum of (x)
                 the aggregate accrued but unpaid interest on the
                 indebtedness referred to in the foregoing clause (vi) and
                 (y) an amount equal to 70 days of additional accrued


                                       7
<PAGE>



                 interest on such indebtedness at the then-current interest
                 rate(s) borne by such indebtedness, (viii) the aggregate
                 Projected Dividend Amount, (ix) redemption premium, if
                 any, and (x) the greater of $200,000 or an amount equal to
                 projected expenses of the Corporation (including, without
                 limitation, fee and indemnification obligations of the
                 Corporation incurred in connection with any commercial
                 paper program undertaken by the Corporation or with any
                 credit facility related thereto) for the next three month
                 period. The Board of Directors shall have the authority to
                 adjust, modify, alter or change from time to time the
                 initial elements comprising the Moody's RP Basic
                 Maintenance Amount if the Board of Directors determines
                 and Moody's advises the Corporation in writing that such
                 adjustment, modification, alteration or change will not
                 adversely affect its then-current rating on the RP.

                 "S&P RP Basic Maintenance Amount" means, initially, as of
                 any date, the sum of (i) the aggregate liquidation
                 preference of the shares of RP outstanding and shares of
                 Other RP outstanding, (ii) to the extent not covered in
                 (i), the aggregate amount of accumulated but unpaid cash
                 dividends with respect to the shares of RP outstanding and
                 shares of Other RP outstanding, (iii) any Rights due and
                 payable and any equivalent rights to receive cash with
                 respect to Other RP which are due and payable, (iv) the
                 principal amount of the Corporation's loan from the Aid
                 Association for Lutherans then outstanding, (v) an amount
                 equal to accrued but unpaid interest on the principal
                 amount of the Corporation's loan from the Aid Association
                 for Lutherans then outstanding, (vi) the aggregate
                 principal amount of, and an amount equal to accrued but
                 unpaid interest on, any other then outstanding
                 indebtedness of the Corporation for money borrowed, (vii)
                 the aggregate Projected Dividend Amount, (viii) redemption
                 premium, if any, and (ix) the greater of $200,000 or an
                 amount equal to projected expenses of the Corporation
                 (including, without limitation, fee and indemnification
                 obligations of the Corporation incurred in connection with
                 any commercial paper program undertaken by the Corporation
                 or with any credit facility related thereto) for the next
                 three month period. The Board of Directors shall have the
                 authority to adjust, modify, alter or change from time to
                 time the initial elements comprising the S&P RP Basic
                 Maintenance Amount if the Board of Directors determines
                 and S&P advises the Corporation in writing that such
                 adjustment, modification, alteration or change will not
                 adversely affect its then-current rating on the RP.

           3.    Part I, Paragraph 3, Dividends, is amended by deleting
                 paragraph (i) thereof and replacing it with the following:

                 (i) So long as any shares of RP are outstanding, the
                 Corporation shall not, subject to the requirements of the
                 1940 Act and Maryland law, without the affirmative vote or
                 consent of the holders of at least two-thirds of the votes
                 of the shares of RP outstanding at the time, given in
                 person or by proxy, either in writing or at a meeting
                 (voting separately as one class): (a) authorize, create


                                       8
<PAGE>



                 or issue, or increase the authorized or issued amount, of
                 any class or series of stock ranking prior to the RP with
                 respect to payment of dividends or the distribution of
                 assets on liquidation, or (b) amend, alter or repeal the
                 provisions of the Corporation's Charter including these
                 Articles Supplementary, whether by merger, consolidation
                 or otherwise, so as to materially and adversely affect any
                 right, preference, privileges or voting power of such
                 shares of RP or the Holders thereof; provided that, any
                 increase in the amount of the authorized RP or the
                 creation and issuance of other series of Preferred Stock,
                 or any increase in the amount of authorized shares of such
                 series or of any other series of remarketed preferred
                 stock, in each case ranking on a parity with or junior to
                 the RP, will not be deemed to materially and adversely
                 affect such rights, preferences, privileges or voting
                 powers unless such issuance would cause the Corporation
                 not to satisfy the 1940 Act RP Asset Coverage or either RP
                 Basic Maintenance Amount. Unless a higher percentage is
                 provided for under the Charter, the affirmative vote of
                 the holders of a majority of the outstanding shares of
                 Preferred Stock including RP, voting together as a single
                 class, will be required to approve any plan of
                 reorganization adversely affecting such shares or any
                 action requiring a vote of security holders under Section
                 13(a) of the 1940 Act. The class vote of holders of shares
                 of Preferred Stock, including RP, described above will in
                 each case be in addition to a separate vote of the
                 requisite percentage of shares of Common Stock and shares
                 of Preferred Stock, including RP, necessary to authorize
                 the action in question.

                 The foregoing voting provisions shall not apply if, at or
                 prior to the time when the act with respect to which such
                 vote would otherwise be required shall be effected, all
                 outstanding shares of RP shall have been redeemed or
                 called for redemption and sufficient funds shall have been
                 deposited in trust to effect such redemption.

           4.    Part I, Paragraph 4, Redemption, is amended by deleting
                 paragraph (b) thereof and replacing it with the following:

                 (b) The Corporation shall redeem, out of funds legally
                 available therefor, at a redemption price of $100,000 per
                 share plus an amount equal to cash dividends thereon
                 (whether or not earned or declared) accumulated but unpaid
                 to the date of redemption, shares of RP to the extent
                 permitted under the 1940 Act and Maryland law, on a date
                 fixed by the Board of Directors, if the Corporation fails
                 to maintain either RP Basic Maintenance Amount or the 1940
                 Act RP Asset Coverage and such failure is not cured on or
                 before the RP Basic Maintenance Cure Date or the 1940 Act
                 Cure Date (herein referred to as the "Cure Date"), as the
                 case may be. The number of shares to be redeemed shall be
                 equal to the lesser of (i) the minimum number of shares of
                 RP the redemption of which, if deemed to have occurred
                 immediately prior to the opening of business on the Cure
                 Date, together with all shares of other Preferred Stock
                 subject to redemption or retirement, would result in the


                                       9
<PAGE>




                 satisfaction of the relevant RP Basic Maintenance Amount
                 or the 1940 Act RP Asset Coverage, as the case may be, on
                 such Cure Date (provided that, if there is no such minimum
                 number of shares the redemption of which would have such
                 result, all shares of RP then outstanding shall be
                 redeemed), and (ii) the maximum number of shares of RP
                 that can be redeemed out of funds expected to be legally
                 available therefor on such redemption date. In determining
                 the number of shares of RP required to be redeemed in
                 accordance with the foregoing, the Corporation shall
                 allocate the amount required to achieve the relevant RP
                 Basic Maintenance Amount or the 1940 Act RP Asset
                 Coverage, as the case may be, pro rata among the RP and
                 the Other RP. The Corporation shall effect such redemption
                 not later than 41 days after such Cure Date, except that
                 if the Corporation does not have funds legally available
                 for the redemption of all of the required number of shares
                 of RP which are subject to mandatory redemption or the
                 Corporation otherwise is unable to effect such redemption
                 on or prior to such Cure Date, the Corporation shall
                 redeem those shares of RP which it was unable to redeem on
                 the earliest practicable date on which it is able to
                 effect such redemption.

           5.    Part I, Paragraph 8, Asset and Liquidity Coverage, is
                 amended by deleting the text of Paragraph (i) of Paragraph
                 (a), RP Basic Maintenance Amount, thereof and replacing it
                 with the following text:

                 (i) The Corporation shall maintain, on each Valuation
                 Date, (A) Eligible Portfolio Property having an aggregate
                 Discounted Value (calculated using the Discount Factors
                 Supplied by Moody's) at least equal to the Moody's RP
                 Basic Maintenance Amount and (B) Eligible Portfolio
                 Property having an aggregate Discounted Value (calculated
                 using the Discount Factors Supplied by S&P) at least equal
                 to the S&P RP Basic Maintenance Amount.

      THIRD:     The amendments as herein above set forth have been duly
advised by the Board of Directors of the Corporation and duly approved by
the Corporation's stockholders.

      FOURTH:    These amendments do not increase the authorized stock of
the Corporation.

      FIFTH:     These amendments shall become effective as of the time that
the State Department of Assessments and Taxation of Maryland accepts these
Articles of Amendment for record.




                                       10
<PAGE>



      IN WITNESS WHEREOF, Duff & Phelps Utilities Income Inc. has caused
these Articles of Amendment to be signed in its name and on its behalf by
its chairman and attested by its secretary on this 30th day of November,
1993.

                                       Duff & Phelps Utilities Income Inc.


                                       By: /s/ Claire V. Hansen
                                           ------------------------------
                                                Claire V. Hansen
                                                Chairman
ATTEST:

/s/ Calvin J. Pedersen
-------------------------
Calvin J. Pedersen
Secretary

      THE UNDERSIGNED, chairman of Duff & Phelps Utilities Income Inc., who
executed on behalf of said corporation the foregoing Articles of Amendment,
of which this certificate is made a part, hereby acknowledges, in the name
and on the behalf of said corporation, the foregoing Articles of Amendment
to be the corporate act of said corporation and further certifies that to
the best of his knowledge, information and belief, the matters and facts
set forth therein with respect to the authorization and approval thereof
are true in all material respects, under the penalties of perjury.


                                       /s/ Claire V. Hansen
                                       ----------------------------
                                       Claire V. Hansen

                                       11





</TEXT>
</DOCUMENT>
