<DOCUMENT>
<TYPE>EX-99.2D(8)
<SEQUENCE>3
<FILENAME>c40133_ex-d8.txt
<TEXT>

                                                                     Exhibit d.8

CERTIFICATE NUMBER                                              NUMBER OF SHARES

         1                                                                 4,000

                           DNP SELECT INCOME FUND INC.
                             a Maryland corporation
                        Series M Auction Preferred Stock
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                           CUSIP NO. ___________

      This certifies Cede & Co. is the owner of 4,000 fully paid and
non-assessable shares of Series M Auction Preferred Stock, par value $.001 per
share, $25,000 liquidation preference per share, of DNP Select Income Fund Inc.
(the "Fund") transferable only on the books of the Fund by the holder thereof in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the
transfer agent and registrar.

      IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers this _______ day of March 2006.

THE BANK OF NEW YORK                         DNP SELECT INCOME FUND INC.
As Transfer Agent and Registrar

By: ________________________________       By:   _______________________________
       Authorized Signature                        Name: Nathan I. Partain
                                                   Title: President

                                           By:   _______________________________
                                                   Name: Joseph C. Curry, Jr.
                                                   Title: Treasurer

<PAGE>

                                  TRANSFER FORM

      FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________ the shares of Series M Auction Preferred Stock
represented by this Certificate, and does hereby irrevocably constitute and
appoint _______________________ attorney to transfer said shares on the books of
the within named Fund with full power of substitution in the premises.

Dated: _____________________, _______

      In presence of:
_____________________________________              ___________________________

      Shares of Series M Auction Preferred Stock evidenced by this Certificate
may be sold, transferred or otherwise disposed of only pursuant to the
provisions of the Fund's Articles Supplementary Creating Series M, Series W and
Series F of Auction Preferred Stock, a copy of which may be obtained at the
office of the State Department of Assessments and Taxation of Maryland.

      The Fund will furnish information about the restrictions on
transferability to any stockholder upon request and without charge. Any such
request should be addressed to the Secretary of the Fund.

      The Fund will furnish to any stockholder on request and without charge a
full statement of the designations, and any preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Fund or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
</TEXT>
</DOCUMENT>
