<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>ddef14a.txt
<DESCRIPTION>ABERDEEN ASIA-PACIFIC INCOME
<TEXT>
<PAGE>

                           SCHEDULE 14A INFORMATION

                 Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934

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-12

                    ABERDEEN ASIA-PACIFIC INCOME FUND, INC.
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               (Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X]No fee required.

[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1)Title of each class of securities to which transaction applies:

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

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

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

   (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):

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

   (4)Proposed maximum aggregate value of transaction:

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

   (5)Total fee paid:

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[ ]Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

   (1)Amount Previously Paid

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

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   (3)Filing Party:

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   (4)Date Filed:

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<PAGE>



[FAX LOGO]                                              Gateway Center 3
                                                        100 Mulberry Street
                                                        Newark, New Jersey 07102
                                                        (800) 451-6788

                                                        January 30, 2002

Dear Shareholder:

  The Annual Meeting of Shareholders is to be held at 3:00 p.m. (Eastern
time), on Thursday, March 21, 2002 at the offices of Prudential Securities
Incorporated, One Seaport Plaza, 35th Floor, New York, New York. A Proxy
Statement regarding the meeting, a proxy card for your vote at the meeting and
an envelope postage prepaid in which to return your proxy card are enclosed.

  At the Annual Meeting, the holders of the Fund's common stock will elect the
Fund's Class II Directors for a three-year term and the holders of the Fund's
preferred stock will vote separately as a single class to elect two additional
Directors. In addition, the shareholders present will hear a report on the
Fund. There will be an opportunity to discuss matters of interest to you as a
shareholder.

  Your Directors recommend that you vote in favor of each of the foregoing
matters.

                                      /s/ Martin J. Gilbert

                                      MARTIN J. GILBERT
                                      Chairman

YOU ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE TO ASSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT REGARDLESS OF
THE SIZE OF YOUR SHAREHOLDING.
<PAGE>

                    ABERDEEN ASIA-PACIFIC INCOME FUND, INC.

                               Gateway Center 3
                              100 Mulberry Street
                           Newark, New Jersey 07102

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                March 21, 2002

  NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Aberdeen
Asia-Pacific Income Fund, Inc. (the "Fund") will be held at the offices of
Prudential Securities Incorporated, One Seaport Plaza, 35th Floor, New York,
New York, on Thursday, March 21, 2002, at 3:00 p.m. (Eastern time), for the
following purposes:

  (1)  To elect four Directors to serve as Class II Directors for a three-
       year term;

  (2)  To elect two Directors to represent the interests of the holders of
       preferred stock for the ensuing year; and

  (3)  To transact any other business as may properly come before the meeting
       or any adjournments or postponements thereof.

  The Board of Directors has fixed the close of business on January 19, 2002
as the record date for the determination of shareholders entitled to vote at
the meeting or any adjournment or postponement thereof.

  In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the meeting, the
persons named as proxy holders may propose one or more adjournments of the
meeting, in accordance with applicable law, to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the Fund's shares present in person or by proxy at the
meeting. The persons named as proxy holders will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of any
proposal and will vote against any such adjournment those proxies to be voted
against that proposal.

                                      By Order of the Board of Directors,

                                      Roy M. Randall, Secretary

Newark, New Jersey
January 30, 2002

  IMPORTANT: You are cordially invited to attend the meeting. Shareholders who
do not expect to attend the meeting in person are requested to complete, date
and sign the enclosed proxy card and return it promptly in the addressed
envelope which requires no postage and is intended for your convenience. Your
prompt return of the enclosed proxy card may save the Fund the necessity and
expense of further solicitations to assure a quorum at the meeting. The
enclosed proxy is being solicited on behalf of the Board of Directors of the
Fund.
<PAGE>

                                PROXY STATEMENT

                    ABERDEEN ASIA-PACIFIC INCOME FUND, INC.

                               Gateway Center 3
                              100 Mulberry Street
                           Newark, New Jersey 07102

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

                        Annual Meeting of Shareholders
                                March 21, 2002

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

                                 INTRODUCTION

  This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Aberdeen Asia-Pacific Income
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the Annual
Meeting of Shareholders of the Fund (the "Meeting") to be held at the offices
of Prudential Securities Incorporated, One Seaport Plaza, 35th Floor, New
York, New York, on Thursday, March 21, 2002, at 3:00 p.m. (Eastern time). The
approximate mailing date for this Proxy Statement is January 30, 2002 or as
soon as practicable thereafter.

  All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked on the proxy card.
Unless instructions to the contrary are marked, proxies submitted by holders
of the Fund's common stock will be voted FOR Proposal 1 and proxies submitted
by holders of the Fund's preferred stock will be voted FOR Proposal 2. The
appointed proxy holders will vote in their discretion on any other business as
may properly come before the meeting or any adjournments or postponements
thereof. Any proxy may be revoked at any time prior to its exercise by giving
written notice to the Secretary of the Fund (addressed to the Secretary at the
principal executive office of the Fund, Gateway Center 3, 100 Mulberry Street,
Newark, New Jersey 07102). Shareholders may vote using the enclosed postage
pre-paid proxy card.

  The presence at the Meeting, in person or by proxy, of the stockholders
entitled to cast a majority of all the votes entitled to be cast at the
Meeting shall be necessary and sufficient to constitute a quorum for the
transaction of business with respect to the Fund. 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 proposal with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present.

  Approval of the election of Class II Directors to the Board of Directors
(Proposal 1) will require the affirmative vote of a majority of the shares of
common stock present in person or by proxy at the Meeting. Approval of the
election of Preferred Directors to the Board of Directors (Proposal 2) will
require the affirmative vote of a majority of the shares of preferred stock
present in person or by proxy at the Meeting. Abstentions are treated as
present and will have the effect of a vote "against" each proposal. 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 these Proposals will be voted "for" each Proposal.

  In the event that the necessary quorum to transact business at the Meeting
is not obtained or a quorum is present at the Meeting but sufficient votes to
approve the proposals are not received, the proxy holders may propose one or
more adjournments of the Meeting to permit further solicitation of proxies.
Any adjournment will require the affirmative vote of a majority of those
shares present at the Meeting in person or by proxy. If the necessary quorum
is not obtained, the persons named as proxy holders will vote in favor of the
adjournment. If a quorum is present, the proxy holders will vote those proxies
required to be voted "for" a proposal with respect to which insufficient votes
for approval have been received, in

                                       1
<PAGE>

favor of such adjournment, and will vote those proxies required to be voted
"against" a proposal, against adjournment. A shareholder vote may be taken on
any proposal prior to adjournment if sufficient votes have been received for
approval of that proposal.

  The following table indicates which class of the Fund's shareholders is
being solicited with respect to each Proposal to be considered at the Meeting.

<TABLE>
<CAPTION>
                                                       Solicitation of Vote of
                               Solicitation of Vote of Preferred Stockholders
                                 Common Stockholders         (Series A-I)
                               ----------------------- -----------------------
<S>                            <C>                     <C>
Proposal 1:
Election of Class II
 Directors....................           Yes                     No
Proposal 2:
Election of Preferred
 Directors....................           No                      Yes
</TABLE>

   The Board of Directors has fixed the close of business on January 19, 2002
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting and at any adjournment or postponement thereof.
Shareholders on the record date will be entitled to one vote for each share
held. As of January 19, 2002, the Fund had outstanding 265,641,800 shares of
common stock, par value $0.01 per share; 3,000 shares of Auction Market
Preferred Stock, Series A, par value $0.01 per share; 3,000 shares of Auction
Market Preferred Stock, Series B, par value $0.01 per share; 2,000 shares of
Auction Market Preferred Stock, Series C, par value $0.01 per share; 4,000
shares of Auction Market Preferred Stock, Series D, par value $0.01 per share;
2,000 shares of Auction Market Preferred Stock, Series E, par value $0.01 per
share; 2,000 shares of Auction Market Preferred Stock, Series F, par value
$0.01 per share; 3,000 shares of Auction Market Preferred Stock, Series G, par
value $0.01 per share; 2,500 shares of Auction Market Preferred Stock, Series
H, par value $0.01 per share; and 2,500 shares of Auction Market Preferred
Stock, Series I, par value $0.01 per share.

  The Board of Directors of the Fund knows of no business other than that
mentioned in the Notice of the Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named on the enclosed proxy card to vote in
accordance with their best judgment.

  The Fund will furnish, without charge, a copy of the Fund's annual report
for its fiscal year ended October 31, 2001, and any more recent reports, to
any Fund shareholder upon request. To request a copy, please call or write to
Investor Relations, Aberdeen Asset Management, 45 Broadway, 31st Floor, New
York, New York 10006, Telephone: 1-800-522-5465.

                  PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

  The Fund's By-laws provide that the Board of Directors to be elected by
holders of the Fund's common stock will be divided into three classes, as
nearly equal in number as possible, each of which, after a transition period,
will serve for three years with one class being elected each year. Each year
the term of office of one class will expire. The Board of Directors of the
Fund, including the Directors who are not interested persons of the Fund, upon
the recommendation of the Fund's Nominating Committee which is composed
entirely of Directors who are not interested persons of the Fund, has
nominated Howard A. Knight, Peter D. Sacks, Brian M. Sherman, and P. Gerald
Malone to serve as Class II Directors for a three-year term to expire at the
Annual Meeting of Shareholders to be held in 2005 and until their successors
are duly elected and qualified. Messrs. Knight, Sacks and Sherman were elected
by shareholders to serve until the 2002 Annual Meeting. Mr. Malone was
appointed to the Board by the Board of Directors, including the Directors who
are not interested persons of the Fund, upon the recommendation of the Fund's
Nominating Committee which is composed entirely of Directors who are not
interested persons of the Fund, to fill a vacancy on the Board of Directors.
The nominees have indicated an intention to serve if elected and have
consented to be named in this Proxy Statement.

                                       2
<PAGE>

  It is the intention of the persons named on the enclosed proxy card to vote
for the election of the persons listed below under Class II for a three-year
term. The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such inability, the
proxies received will be voted for such substituted nominees as the Board of
Directors may recommend.

  The following table sets forth certain information concerning each of the
Fund's nominees for election as a Director and each Director of the Fund. Each
of the Fund's nominees is currently a Director of the Fund.
<TABLE>
<CAPTION>
                                                                                                 Shares
                                                                                              Beneficially
                                                                                               Owned and
                                                                                               % of Total
                             Principal Occupations and Employment for Past          Director  Outstanding
Name and Address                  Five Years and Other Directorships            Age  Since   on 10/31/01(1)
----------------             ---------------------------------------------      --- -------- --------------
                                                  Class II
                                (Current Directors and Nominees for a Term
                             Expiring at the Annual Meeting to be held in 2005)

<S>                     <C>                                                     <C> <C>      <C>
Howard A. Knight        Mr. Knight has over 30 years of experience in financial  59   1993        0
421 Glenbrook Road, #2    markets and has been actively involved in the
Stamford, CT 06906        Australian financial markets for more than 25 years.
                          From 1991 to 1994, he served as President of
                          Investment Banking, Equity Transactions and Corporate
                          Strategy at Prudential Securities. From 1996 to 2001,
                          Mr. Knight served as Vice Chairman and Chief
                          Operating Officer of SBS Broadcasting SA (European
                          television and radio broadcasting), where he was
                          actively involved in investment management and
                          capital markets. Mr. Knight is currently an
                          independent director and management adviser.
                        Director, Aberdeen Australia Equity Fund, Inc. (since
                          1993); Director, Lions Gate Entertainment Corp. (film
                          production and distribution) (since 1998); Director,
                          SBS Broadcasting SA (since 1993).
P. Gerald Malone        Mr. Malone has been chairman or a director of several    51   2001        0
48 Barmouth Road          companies in the health care industry since 1998. He
London, SW182DP           was Minister of Health between 1994 and 1997, and a
United Kingdom            Member of Parliament from Winchester between 1992 and
                          1997.
                        Director, Aberdeen Asia-Pacific Income Investment
                          Company Limited (since 2001); Chairman (since 2000)
                          and Director (since 1999), Regent GM Laboratories
                          Ltd. (generic pharmaceutical manufacturer); Director,
                          Chiltern Invadex plc (manufacturers of patient
                          handling and showering equipment) (since 1999);
                          Director, Ultrasis plc (developers of health care
                          software) (since 2000); Director, European Growth and
                          Income Trust plc (investment trust) (since 2000);
                          Director, Danby Holdings Ltd. (real estate)(since
                          2001).
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Shares
                                                                                                Beneficially
                                                                                                 Owned and
                                                                                                 % of Total
                               Principal Occupations and Employment for Past          Director  Outstanding
Name and Address                    Five Years and Other Directorships            Age  Since   on 10/31/01(1)
----------------               ---------------------------------------------      --- -------- --------------
<S>                       <C>                                                     <C> <C>      <C>
Peter D. Sacks++          Mr. Sacks' career has spanned 20 years in executive     56    1993        250
445 King Street West,       positions in treasury management with CIBC, Chase
4th Floor                   Manhattan Bank and Midland Bank. He is currently
Toronto, Ontario M5V 1K4    President and Director of Toron Capital Markets,
Canada                      Inc., a company which he established in 1988 to
                            design and manage customized hedging solutions for
                            institutional clients with commodity risks and
                            currency and interest rate exposures.
                          Director, Aberdeen Australia Equity Fund, Inc. (since
                            1999); Director, Aberdeen Commonwealth Income Fund,
                            Inc. (since 1992); Director, Aberdeen Asia-Pacific
                            Income Investment Company Limited (since 1998).
Brian M. Sherman*         Mr. Sherman has 36 years experience in international     58   1986          0
2 Paddington Street         funds management, stockbroking, and in particular, 24
Paddington, N.S.W. 2021     years in the funds management industry in Australia,
Australia                   managing money in equities and bonds. He was Chairman
                            of the Fund from 2000 to 2001 and President of the
                            Fund to 2001. Until December 2000, he was Chairman
                            and Joint Managing Director of the Fund's Investment
                            Adviser, and a Director of the Fund's Investment
                            Manager. Mr. Sherman has been the Chairman of the
                            Australian Museum since 2001.
                          Vice President (from 1992 to 2000), Director (from 1992
                            to 2000) and Chairman (from 1995 to 2000), Aberdeen
                            Commonwealth Income Fund, Inc.; President (from 1985
                            to 2001) and Director (from 1985 to 2000), Aberdeen
                            Australia Equity Fund, Inc.; Joint Managing Director
                            (from 1986 to 2001) and Chairman (from 1995 to 2001),
                            Aberdeen Asia-Pacific Income Investment Company
                            Limited; Chairman and Managing Director, Sherman
                            Group Limited (investment company)(since 2001);
                            Chairman and Joint Managing Director, EquitiLink
                            Limited (holding company) (from 1986 to 2001);
                            Director, EquitiLink Holdings Limited (holding
                            company) (since 1998); Joint Managing Director (from
                            1987 to 2000) and Director (since 1987), Aberdeen
                            Leaders Limited (investment company); Joint Managing
                            Director (from 1994 to 2000) and Director (since
                            1994), EquitiLink eLink Limited (investment company);
                            Director, Ten Network Holdings Limited (television
                            network) (since 1998); Director, EIML Australia Pty.
                            Limited (investment company).
</TABLE>



                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                                                                    Shares
                                                                                                 Beneficially
                                                                                                  Owned and
                                                                                                  % of Total
                                 Principal Occupations and Employment for Past         Director  Outstanding
Name and Address                      Five Years and Other Directorships           Age  Since   on 10/31/01(1)
----------------                 ---------------------------------------------     --- -------- --------------
<S>                          <C>                                                   <C> <C>      <C>
                                                  Class III
                          (Term Expiring at the Annual Meeting to be held in 2003)


David Lindsay Elsum, A.M.+   Mr. Elsum has over 20 years of experience in           64   1986        1086
9 May Grove                    investment and insurance markets. He was a member
South Yarra, Victoria 3141     of the Corporations and Securities Panel of the
Australia                      Australian Securities Commission to 2000 and a
                               member of the Australian Federal Government
                               Administrative Appeals Tribunal to 2001 and has
                               been a member of the State of Victoria Regulator-
                               General Appeal Panel since 2001. Previously, he
                               was founding Managing Director of Capel Court
                               Investment Bank and Chairman of Stodart Investment
                               Pty. Ltd. and subsequently Chief Executive of
                               major public companies including The MLC Limited
                               (insurance) and President of the State of Victoria
                               Superannuation Fund (pension fund management).
                             Director, Aberdeen Australia Equity Fund, Inc.
                               (since 1985), Aberdeen Commonwealth Income Fund,
                               Inc. (since 1992) and Aberdeen Asia-Pacific Income
                               Investment Company Limited (since 1986); Chairman,
                               Audit Victoria (government statutory authority)
                               (from 1997 to 2000); Chairman, Melbourne Wholesale
                               Fish Market Pty. Ltd.; Chairman, Queen Victoria
                               Market Pty. Ltd. (municipal market); Director,
                               EquitiLink eLink Fund Limited (investment
                               company); Director, Financial Planning Association
                               Limited (industry association); Director, Aberdeen
                               Leaders Limited (investment company).
Martin J. Gilbert*           Mr. Gilbert is the Chief Executive and an Executive    46   2001        0
One Bow Churchyard             Director of Aberdeen Asset Management PLC, which
London, United Kingdom         was established in 1983 and is the parent company
EC4M 9HH                       of the Fund's Investment Manager and Investment
                               Adviser. He is one of the founding directors of
                               Aberdeen Asset Management PLC and has been
                               involved in the investment management industry
                               since 1982, after he qualified as a chartered
                               accountant. He has been Chairman of the Board of
                               the Fund and of Aberdeen Commonwealth Income Fund,
                               Inc. since 2001. He has been a Director of
                               Aberdeen Asset Management Limited (the Fund's
                               Investment Adviser) and Aberdeen Asset Managers
                               (C.I.) Limited (the Fund's Investment Manager)
                               since 2001.
</TABLE>


                                       5

<PAGE>

<TABLE>
<CAPTION>
                                                                                  Shares
                                                                               Beneficially
                                                                                Owned and
Name                                                                            % of Total
and           Principal Occupations and Employment for Past          Director  Outstanding
Address            Five Years and Other Directorships            Age  Since   on 10/31/01(1)
-------       ---------------------------------------------      --- -------- --------------
<S>      <C>                                                     <C> <C>      <C>
         Director, Aberdeen Asia-Pacific Income Investment
           Company Limited (since 2000); Director, Aberdeen
           Asset Management Holdings Limited (since 2000);
           Director, Aberdeen Asian Smaller Companies Investment
           Trust PLC (since 1995); Director, Aberdeen Asset
           Management Asia Limited (since 1991); Director,
           Aberdeen Asset Management Ireland Limited (since
           1998); Director, Aberdeen Asset Managers Jersey
           Limited (since 1999); Director, Aberdeen Asset
           Managers Limited (since 1987); Director, Aberdeen
           Celexa Property Investors UK & Ireland Limited (since
           2000); Director, Aberdeen Convertible Income Trust
           PLC (since 1995); Director, Aberdeen Development
           Capital PLC (since 1986); Director, Aberdeen Emerging
           Asia Investment Trust Limited (since 1990); Director,
           Aberdeen Emerging Economies Investment Trust PLC
           (1993); Director, Aberdeen Football Club PLC (since
           1997); Director, Aberdeen Fund Managers, Inc. (since
           1995); Director, Aberdeen Global Fund (since 1998);
           Director, Aberdeen Graham Asset Management Limited
           (since 1999); Director, Aberdeen Growth VCT I PLC
           (since 2001); Director, Aberdeen International Fund
           Managers Limited (since 1998); Director, Aberdeen
           International Fund PLC (since 1997); Director,
           Aberdeen Private Investors Limited (since 2001);
           Director, Aberdeen Property Asset Managers Limited
           (since 2001); Director, Aberdeen Property Investors
           International Limited (since 2001); Director,
           Aberdeen Umbrella Cash Fund PLC (since 1998);
           Director, Aberdeen Unit Trust Managers Limited (since
           1987); Director, Aberdeen Fund Managers Ireland
           Limited (since 2000); Director, APFM Wind-Up Limited
           (since 1994); Director, Argosy Asset Management
           Luxembourg SA (since 1991); Director, Asset Value
           Investors Limited (since 2001); Director, Balgranach
           Properties Limited (since 1998); Director, Bogey One
           Limited (since 1998); Director, Broadgate Investment
           Trust PLC (since 1995); Director, Chaucer Holdings
           PLC (since 1993); Director, FirstGroup PLC (since
           1995); Director, Grampian Country Food Group Limited
           (since 1996); Director, Healthcare Reform Investment
           Trust PLC (since 1996); Director, Inner Workings
           Group PLC (since 1999); Director, Jersey Phoenix
           Trust Limited (since 1999); Director, Lombard
           International Assurance SA (since 1991); Director,
           Murray Johnstone Holdings Limited (since 2001);
           Director, Murray Johnstone International Limited
           (since 2001); Director, Murray Johnstone Limited
           (since 2001); Director, Murray Johnstone Unit Trust
           Management Limited (since 2001); Director, New Asia
           (Isle
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Shares
                                                                                                   Beneficially
                                                                                                    Owned and
                                                                                                    % of Total
                                  Principal Occupations and Employment for Past          Director  Outstanding
Name and Address                       Five Years and Other Directorships            Age  Since   on 10/31/01(1)
----------------                  ---------------------------------------------      --- -------- --------------
<S>                          <C>                                                     <C> <C>      <C>
                               of Man) Limited (since 1996); Director, Phoenix
                               Aberdeen International Advisors LLC (since 1996);
                               Director, Primary Health Properties PLC (since 1996);
                               Director, Property Management Employment Services
                               Limited (since 2000); Director, Property Partners
                               (Two Rivers) Limited (since 2001); Director, Property
                               Partners (Whitgift) Limited (since 2000); Director,
                               Regent Property Partners (Residential) Limited (since
                               2000); Director, Regent Property Partners (Retail
                               Parks) Limited (since 2000); Director, Regent Retail
                               Parks (St. John's Wolverhampton) Limited (since
                               2001); Director, Scottish Medicine PLC (since 1998);
                               Director, Templar Hotels LTD (1985-1989, reappointed
                               1990); Director, Tenon Nominees Limited (since 1987);
                               Director, The London Market Fund PLC (since 1999);
                               Director, The Taverners Trust PLC (since 2000);
                               Director, Themis Investment Management Limited (since
                               2000).
Peter J. O'Connell 3 Spring  Mr. O'Connell is involved in modern technology           48   1999          0
Street Suite 8, Level 6        developments and has extensive business experience in
Sydney, N.S.W. 2000            the Asian region. Mr. O'Connell is also admitted as a
Australia                      solicitor in Australia. He has been Chief Executive
                               Officer of Smart Device Marketing Company since 2001.
                             Director, Aberdeen Australia Equity Fund, Inc. (since
                               1999); Chief Executive Officer, Ten Ventures Pty.
                               Ltd. (establishment of media-based internet
                               businesses) (from 1999 to 2000); Consultant, Rogny
                               Pty. Ltd. (technology) (1999); Chief of Operations,
                               Consolidated Press Holdings Pty. Limited (supervision
                               of private equity investments)(from 1997 to 1999);
                               Chief Executive Officer, Hargrave Consultants Pty.
                               Ltd. (technology consulting) (from 1994 to 1996).
William J. Potter+(degrees)  Mr. Potter has extensive experience in investment        53   1986        236
236 West 27th Street           banking and fund management, including senior
New York, NY 10001             positions with Toronto Dominion Bank, Barclays Bank
                               PLC and Prudential Securities, Inc. as well as board
                               of director positions with investment funds involving
                               over $20 billion in assets since 1983. Mr. Potter has
                               been involved in the Australian capital markets since
                               1974, including management and board of director
                               positions with a noted Australian brokerage house.
                               Mr. Potter is President of a U.S. investment bank and
                               has securities licenses in the U.S. and Canada. Mr.
                               Potter also has extensive securities underwriting
                               experience in various capital markets with an
                               emphasis on natural resources.
</TABLE>


                                       7

<PAGE>

<TABLE>
<CAPTION>
                                                                                                    Shares
                                                                                                 Beneficially
                                                                                                  Owned and
                                                                                                  % of Total
                                Principal Occupations and Employment for Past          Director  Outstanding
Name and Address                     Five Years and Other Directorships            Age  Since   on 10/31/01(1)
----------------                ---------------------------------------------      --- -------- --------------
<S>                        <C>                                                     <C> <C>      <C>
                           Director, Aberdeen Australia Equity Fund, Inc. (since
                             1985), Aberdeen Asia-Pacific Income Investment
                             Company Limited (since 1986) and Aberdeen
                             Commonwealth Income Fund, Inc. (since 1992);
                             President, Ridgewood Group International Ltd.
                             (international consulting and merchant banking
                             company) (since 1989); President, Ridgewood Capital
                             Funding, Inc. (private placement securities firm)
                             (since 1989); Director, International Panorama, Inc.
                             (mining) (since 1994); Director, National Foreign
                             Trade Counsel (trade association) (since 1985);
                             Director, Alexandria Bancorp (banking group in Cayman
                             Islands) (since 1991); Director, Vanstone Investments
                             (software) (since 1990); Director, E.C. Power, Inc.
                             (energy company) (since 1996); Director, Serapec S.A.
                             (energy company) (since 1996).


                                                   Class I
                          (Term Expiring at the Annual Meeting to be held in 2004)


Anthony E. Aaronson++      Mr. Aaronson has extensive experience in the management  65   1986         500
116 South Anita Avenue       of private investments. He served as Chairman of the
Los Angeles, CA 90049        Audit Committee of the Fund from the inception of the
                             Fund until 2000. He was Vice President of the Textile
                             Association of Los Angeles from 1996 to 1998.
                           Director, Aberdeen Australia Equity Fund, Inc. (since
                             1985); Tony Aaronson Textiles (since 1992).
Beverley Hendry*           Mr. Hendry has served as Executive Director of Aberdeen  48   2001           0
300 Las Olas Place           Asset Management PLC (parent company of the Fund's
300 S.E. 2nd Street,         Investment Manager and Investment Adviser) since
Suite 820                    1991. He has also served as Chief Executive Director
Fort Lauderdale, FL 33301    of Aberdeen Fund Managers, Inc. (affiliate of the
                             Fund's Investment Manager and Investment Adviser)
                             since 1995. He has been a Director of Aberdeen Asset
                             Managers (C.I.) Limited (the Fund's Investment
                             Manager) since 2001.
                           Director, Aberdeen Investment Services S.A. (since
                             1998); Director, Aberdeen Fund Managers Ireland
                             Limited (since 2000); Director, Phoenix Aberdeen
                             International Advisors LLC (since 1996); Director,
                             Aberdeen Asset Managers Ireland Limited (since 1999);
                             Director, The America Monthly Income Trust (since
                             2000).
Neville J. Miles+(degrees) Mr. Miles has over 20 years of international investment  55   1996       1,200
2 Paddington Street          banking experience. He was formerly head of Corporate
Paddington, N.S.W.           Treasury at Westpac Banking Corporation and Managing
2021 Australia               Director of Ord Minnett Securities Limited
                             (stockbrokers). Mr. Miles has extensive
</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Shares
                                                                                 Beneficially
                                                                                  Owned and
Name                                                                              % of Total
and           Principal Occupations and Employment for Past            Director  Outstanding
Address            Five Years and Other Directorships              Age  Since   on 10/31/01(1)
-------       ---------------------------------------------        --- -------- --------------
<S>      <C>                                                       <C> <C>      <C>
           experience in the areas of corporate acquisitions and
           equity offerings. He is currently an investor and
           real estate developer.
         Director, Aberdeen Australia Equity Fund, Inc. (since
           1996); Director, Aberdeen Commonwealth Income Fund,
           Inc. (since 1999); Director, Aberdeen Asia-Pacific
           Income Investment Company Limited; Chairman and
           Director, MTM Funds Management Limited (property
           trust) (since 1998); Director, Aberdeen Leaders
           Limited (investment company); Director, EquitiLink
           eLink Limited (investment company); Executive
           Director, EL&C Ballieu Limited (stockbroker) (1994-
           1997).
</TABLE>
-------
*  Directors considered by the Fund and its counsel to be persons who are
   "interested persons" (which as used in this Proxy Statement is as defined
   in the Investment Company Act of 1940, as amended (the "1940 Act")) of the
   Fund or of the Fund's Investment Manager or Investment Adviser. Mr. Sherman
   is deemed to be an interested person because of his ownership of securities
   of Aberdeen Asset Management PLC, the parent company of the Fund's
   Investment Manager and Investment Adviser. Messrs. Gilbert and Hendry are
   deemed to be interested persons because of their affiliation with the
   Fund's Investment Manager and Investment Adviser. See "Further Information
   Regarding Directors and Officers -- Relationship of Directors or Nominees
   with the Investment Adviser and the Investment Manager."

+  Messrs. Elsum, Miles and Potter are members of the Contract Review
   Committee.

++ Messrs. Aaronson and Sacks are members of the Audit and Valuation
   Committee.

(deMessrs.gMilesrandePotterearesmembers)of the Nominating Committee.

(1) The information as to beneficial ownership as of October 31, 2001 is based
    on statements furnished to the Fund by the Directors and nominees. All
    shares listed in this table were owned with sole voting and investment
    power. The Directors of the Fund representing the common stock, as a
    group, owned less than one percent of the total shares of common stock
    outstanding as of October 31, 2001 and no shares of the Fund's preferred
    stock.

  Please also see the information contained under the heading "Further
Information Regarding Directors and Officers."

  The Board of Directors recommends that holders of common stock vote FOR the
election of the four nominees to the Fund's Board of Directors.

                  PROPOSAL 2: ELECTION OF PREFERRED DIRECTORS

  The Fund has outstanding 3,000 shares of Auction Market Preferred Stock,
Series A, par value $0.01 per share; 3,000 shares of Auction Market Preferred
Stock, Series B, par value $0.01 per share; 2,000 shares of Auction Market
Preferred Stock, Series C, par value $0.01 per share; 4,000 shares of Auction
Market Preferred Stock, Series D, par value $0.01 per share; 2,000 shares of
Auction Market Preferred Stock, Series E, par value $0.01 per share; 2,000
shares of Auction Market Preferred Stock, Series F, par value $0.01 per share;
3,000 shares of Auction Market Preferred Stock, Series G, par value $0.01 per
share; 2,500 shares of Auction Market Preferred Stock, Series H, par value
$0.01 per share; and 2,500 shares of Auction Market Preferred Stock, Series I,
par value $0.01 per share.

  Section 18 of the Investment Company Act of 1940, as amended (the "1940
Act"), requires that the holders of any preferred shares, voting separately as
a single class without regard to series, have the right to elect at least two
Directors at

                                       9
<PAGE>

all times. The Board of Directors of the Fund, including the Directors who are
not interested persons of the Fund, upon the recommendation of the Fund's
Nominating Committee which is composed entirely of Directors who are not
interested persons of the Fund, has nominated Dr. Anton E. Schrafl and John T.
Sheehy to serve as Preferred Directors, representing exclusively the holders
of all series of the Fund's Preferred Stock, until the Annual Meeting of
Shareholders to be held in 2003. The nominees have indicated an intention to
continue to serve if elected and have consented to be named in this Proxy
Statement.

  It is the intention of the persons named on the enclosed proxy card to vote
in favor of the election of the persons listed below. The Board of Directors
of the Fund knows of no reason why either of these nominees will be unable to
serve, but in the event of any such inability, the proxies received will be
voted for such substituted nominees as the holders of preferred stock shall
recommend, and if no such recommendations are made, such substituted nominees
as the Board of Directors may recommend.

  The following table sets forth certain biographical information concerning
each of the nominees as a Preferred Director of the Fund.
<TABLE>
<CAPTION>
                                                                                             Shares
                                                                                          Beneficially
                                                                                         Owned and % of
                                                                                             Total
                            Principal Occupations and Employment for            Director  Outstanding
Name and Address             Past Five Years and Other Directorships        Age  Since   on 10/31/01(1)
----------------            ----------------------------------------        --- -------- --------------
<S>                   <C>                                                   <C> <C>      <C>
Dr. Anton E. Schrafl  Dr. Schrafl is currently Deputy Chairman of Holcim     70   1998          0
Talstrasse 83           Limited, a global manufacturer and distributor of
CH-8001 Zurich          cement and allied products. He also serves on the
Switzerland             Board of Directors of Organogenesis, Inc., a
                        medical products company involved in
                        biotechnological tissue engineering, and Apogee
                        Technology Inc., a manufacturer of digital
                        amplifiers.

                      Director, Aberdeen Commonwealth Income Fund, Inc.
                        (since 1993); Director, Aberdeen Asia-Pacific
                        Income Investment Company Limited.

John T.               Mr. Sheehy has over 30 years' experience in            59   1986          0
Sheehy++(degrees)       investment banking with companies such as J.P.
560 Sylvan Avenue       Morgan & Company and Bear, Stearns & Co. Inc. His
Englewood Cliffs, NJ    specialty areas include securities valuation,
07632                   public offerings and private placements of debt
                        and equity securities, mergers and acquisitions
                        and management buyout transactions. He has been
                        Senior Managing Director of B.V. Murray and
                        Company (investment banking)
                        since 2001.

                      Director, Aberdeen Australia Equity Fund, Inc.
                        (since 1985), Aberdeen Commonwealth Income Fund,
                        Inc. (since 1992) and Aberdeen Asia-Pacific Income
                        Investment Company Limited (since 1986); Member,
                        The Value Group LLC (private equity) (since 1997);
                        Director, Video City, Inc. (video retail
                        merchandising) (since 1997).
</TABLE>
-------
++ Mr. Sheehy is a member of the Audit and Valuation Committee.
(deMr.gSheehyriseaemembersof)the Nominating Committee.
(1)  As of October 31, 2001, the Preferred Directors of the Fund as a group
     owned no shares of the Fund's common or preferred stock.

                                      10

<PAGE>

  Please also see the information contained under the heading "Further
Information Regarding Directors and Officers."

  The Board of Directors recommends that holders of preferred stock vote FOR
the election of the two nominees as Preferred Directors to the Fund's Board of
Directors.

             FURTHER INFORMATION REGARDING DIRECTORS AND OFFICERS

  Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Section 30(h) of
the 1940 Act, as applied to the Fund, require the Fund's officers, Directors,
the Investment Manager and Investment Adviser, affiliates of the Investment
Manager or Investment Adviser, and persons who beneficially own more than 10%
of a registered class of the Fund's outstanding securities ("Reporting
Persons"), to file reports of ownership of the Fund's securities and changes
in such ownership with the Securities and Exchange Commission and the American
Stock Exchange. Such persons are required by Securities and Exchange
Commission regulations to furnish the Fund with copies of all such filings.

  Based solely on its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end
reports were required for those persons, and except as provided in the
following sentences, the Fund believes that during the fiscal year ended
October 31, 2001, its Reporting Persons complied with all applicable filing
requirements. Following the acquisition of the Investment Adviser and the
Investment Manager by Aberdeen Asset Management PLC, Messrs. Martin Gilbert,
Hugh Young, Chris Fishwick, Christian Pittard, Richard Fabricius, Vincent
Parrott, and Ms. Ouma Sananikone, who became "affiliated persons" of the
Investment Manager and the Investment Adviser, filed Form 3 Initial Statements
of Beneficial Ownership of the Fund's securities subsequent to 10 day period
specified in the Form. Messrs. James Blair, Joe Tham, Chong Yoon-Chou and
Charles Macrae, and Ms. Melissa Hall, who subsequently became "affiliated
persons" of the Investment Adviser, filed Form 3 Initial Statements of
Beneficial Ownership of the Fund's securities subsequent to the 10 day period
specified in the Form. Mr. Neville Miles filed a Form 5 Annual Statement of
Beneficial Ownership of Securities subsequent to the 45 day period specified
in the Form.

  Committees and Board of Directors Meetings. The Board of Directors has a
standing Audit and Valuation Committee, composed entirely of Directors who are
not "interested persons" of the Fund or the Fund's Investment Manager or
Investment Adviser, within the meaning of the 1940 Act, and who are
"independent" as defined in the American Stock Exchange listing standards. The
Audit and Valuation Committee reviews both the audit and non-audit work of the
Fund's independent public accountants, submits recommendations to the Board of
Directors as to the selection of independent public accountants, and reviews
compliance of the Fund with regulations of the Securities and Exchange
Commission and the Internal Revenue Service, and other related matters.

  The Fund adopted an Audit Committee Charter on March 16, 2000, and on
December 11, 2001 amended this charter to be an Audit and Valuation Committee
Charter. The Audit and Valuation Committee has received the written
disclosures and the letter required by Independence Standards Board Standard
No. 1 from PricewaterhouseCoopers LLP ("PwC"), the Fund's independent
accountants, and has discussed with PwC its independence. The Audit and
Valuation Committee has also reviewed and discussed the audited financial
statements with Fund management and PwC, and discussed certain matters with
PwC required to be discussed by Statements on Auditing Standards No. 61. Based
on the foregoing, the Audit and Valuation Committee recommended to the Board
of Directors that the Fund's audited financial statements be included in the
Fund's Annual Report to Shareholders for the fiscal year ended October 31,
2001. The members of the Fund's Audit and Valuation Committee are Messrs.
Anthony E. Aaronson, Peter D. Sacks, and John T. Sheehy.

  The Board of Directors also has a standing Contract Review Committee,
composed entirely of Directors who are not "interested persons" of the Fund or
the Fund's Investment Manager or Investment Adviser within the meaning of the
1940 Act. The Contract Review Committee reviews and makes recommendations to
the Board with respect to entering into,

                                      11
<PAGE>

renewal or amendment of the Management Agreement, the Advisory Agreement, the
Administration Agreement, the Investor Relations Services Agreement and other
agreements. The members of the Fund's Contract Review Committee are David L.
Elsum, Neville J. Miles and William J. Potter.

  The Board of Directors also has a standing Nominating Committee, composed
entirely of Directors who are not "interested persons" of the Fund or the
Fund's Investment Manager or Investment Adviser within the meaning of the 1940
Act. The Nominating Committee considers candidates for service as Fund
directors and remuneration to be paid to Fund directors. The Nominating
Committee will not consider nominees recommended by security holders. The
members of the Fund's Nominating Committee are Messrs. Neville J. Miles,
William J. Potter and John T. Sheehy.

  During the Fund's fiscal year ended October 31, 2001, the Board of Directors
held four regularly scheduled meetings and two special meetings, the Audit
Committee held two meetings, the Contract Review Committee held one meeting,
and the Nominating Committee held one meeting. Each of the Directors then in
office (except Messrs. O'Connell and Sherman and Dr. Schrafl) attended at
least 75% of the aggregate number of meetings of the Board of Directors and of
all the Committees of the Board on which he served.

  Officers of the Fund. The officers of the Fund, all of whom serve at the
pleasure of the Board of Directors, are as follows: Hugh Young (age 43),
President (since 2001); Christian Pittard (age 28), Treasurer and Assistant
Secretary (since 2001); Michael Karagianis (age 38), Assistant Vice President
(since 2001); Beverley Hendry (age 48), Assistant Treasurer (since 2001);
Simon Bignell (age 40), Assistant Treasurer (since 2001); Timothy Sullivan
(age 40), Assistant Treasurer (since 2001); Jack Benintende (age 37),
Assistant Treasurer (since 2000); Roy M. Randall (age 65), Secretary (since
inception); Allan S. Mostoff (age 69), Assistant Secretary (since inception);
Sander M. Bieber (age 51), Assistant Secretary (since 1999); and Margaret A.
Bancroft (age 63), Assistant Secretary (since 1989).

  The respective principal occupations and employment during the past five
years of the Fund's officers are as follows: Hugh Young, Managing Director
(since 1991) of Aberdeen Asset Management PLC (parent company of the Fund's
Investment Manager and Investment Adviser), Managing Director (since 1992) of
Aberdeen Asset Management Asia Limited (affiliate of the Fund's Investment
Manager and Investment Adviser), Managing Director (since 2000) of Aberdeen
International Fund Managers Limited (affiliate of the Fund's Investment
Manager and Investment Adviser), Director (since 2001) of the Investment
Manager and the Investment Adviser, President (since 2001) of the Fund and of
Aberdeen Australia Equity Fund, Inc. and Aberdeen Commonwealth Income Fund,
Inc.; Christian Pittard, Managing Director (since 2001) of the Fund's
Investment Manager, Treasurer and Assistant Secretary (since 2001) of Aberdeen
Commonwealth Income Fund, Inc., Aberdeen Australia Equity Fund, Inc. and
Aberdeen Asia-Pacific Income Fund, Inc., Managing Director (since 1998) of
Aberdeen Graham Asset Management Ltd. (affiliate of the Fund's Investment
Manager and Investment Adviser), Chartered Accountant (1994-1998), KPMG;
Michael Karagianis, Assistant Vice President (since 2001) of Aberdeen
Commonwealth Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., and
Aberdeen Asia-Pacific Income Fund, Inc., Director of Economics and Investment
Strategy (since 1999) of the Fund's Investment Adviser, Director of Portfolio
Investment (1995-1999) of County Investment Management; Beverley Hendry, as
set forth above under "Proposal 1: Election of Class II Directors;" Simon
Bignell, Director (since 2001) of the Fund's Investment Manager, Director
(1995-2001) of Kleinwort Benson (Jersey) Fund Managers Limited (fund
administration); Timothy Sullivan, Managing Director (since 1999) of
EquitiLink USA, Inc. (doing business under the name Aberdeen Asset Management)
(investor relations service provider and affiliate of the Fund's Investment
Manager), Vice President (1997-1999) of the Bank of New York; Jack Benintende,
Vice President (since 2000) of Prudential Investments LLC, the Fund's
Administrator, Senior Manager (1998-2000) and Manager (1995-1998) of
PricewaterhouseCoopers LLP; Roy M. Randall, Partner of Stikeman, Elliott (law
firm); Allan S. Mostoff, Sander M. Bieber and Margaret A. Bancroft, Partners
of Dechert (law firm).

  Messrs. Hugh Young and Christian Pittard serve as executive officers of the
Fund. As of October 31, 2001, the executive officers of the Fund owned no
shares of the Fund's common or preferred stock.

                                      12
<PAGE>

  Relationship of Directors or Nominees with the Investment Adviser and the
Investment Manager. Aberdeen Asset Managers (C.I.) Limited serves as
investment manager to the Fund (the "Investment Manager") and Aberdeen Asset
Management Limited serves as investment adviser to the Fund (the "Investment
Adviser") pursuant to a management agreement dated December 22, 2000 and an
advisory agreement dated December 22, 2000, respectively. The Investment
Manager is a Jersey, Channel Islands corporation organized in October 1985
with its registered office located at 17 Bond Street, St. Helier, Jersey,
Channel Islands. The Investment Adviser is a wholly-owned subsidiary of
Aberdeen Asset Management Holdings Limited ("AAMHL"), an Australian
corporation. The registered offices of the Investment Adviser and AAMHL are
located at Level 6, 201 Kent Street, Sydney, N.S.W., Australia. Both the
Investment Manager and AAMHL are wholly-owned subsidiaries of Aberdeen Asset
Management PLC, a United Kingdom corporation. The registered offices of
Aberdeen Asset Management PLC are located at One Albyn Place, Aberdeen,
Scotland AB10 1YG.

  Mr. Martin Gilbert, a Director of the Fund, also serves as a director of the
Investment Manager and the Investment Adviser and as the Chief Executive and
an Executive Director of Aberdeen Asset Management PLC, the parent company of
the Investment Manager and Investment Adviser. Mr. Gilbert is also a
shareholder of Aberdeen Asset Management PLC. Mr. Beverley Hendry, a Director
of the Fund, also serves as an Executive Director of Aberdeen Asset Management
PLC, and is a shareholder of Aberdeen Asset Management PLC.

  Under the terms of an Investor Relations Services Agreement, EquitiLink USA,
Inc. (doing business under the name Aberdeen Asset Management), a wholly-owned
subsidiary of the Investment Manager, provides investor relations services to
the Fund for a monthly retainer of $10,000.

  On December 22, 2000, all of the shares of the Investment Manager, of the
parent of the Investment Adviser, and of EquitiLink International (Channel
Islands) Limited ("EICIL") were transferred to Aberdeen Asset Management PLC,
pursuant to a Share Sale Agreement between Aberdeen on the one side, and
entities of which Messrs. Laurence S. Freedman and Brian M. Sherman are the
principal shareholders, and the shareholders of EICIL, on the other side.
Total consideration for the sale was US $80 million, subject to certain
adjustments. The consideration was paid in a combination of cash and
preference shares issued by Aberdeen. At the time of the execution of the
Share Sale Agreement, Messrs. Freedman and Sherman were directors and the
principal shareholders of the Investment Manager, and also served as,
respectively, Joint Managing Director, and Joint Managing Director and
Chairman, of the Investment Adviser. In connection with this sale, Messrs.
Freedman and Sherman resigned as Joint Managing Directors of the Investment
Adviser and as directors of the Investment Manager.

  Compensation of Directors and Certain Officers. The following table sets
forth information regarding compensation of Directors by the Fund and by the
fund complex of which the Fund is a part for the fiscal year ended October 31,
2001. Officers of the Fund and Directors who are interested persons of the
Fund do not receive any compensation from the Fund or any other fund in the
fund complex. In the column headed "Total Compensation From Fund and
Associated Funds Paid to Directors," the number in parentheses indicates the
total number of boards in the fund complex on which the Director serves or
served at any time during the fiscal year ended October 31, 2001. In June
2001, the Board of Directors, upon the recommendation of the Fund's Nominating
Committee, approved an increase in the fees payable to each non-interested
director of the Fund from a $13,750 per year retainer fee, a fee of $1,000 per
meeting for attendance at in-person Board meetings, and a fee of $1,000 per
meeting for attendance at telephonic Board meetings, to an aggregate fee of
$21,000 per year. Members of the Fund's Audit Committee, Contract Review
Committee, and Nominating Committee receive a fee of $500 per committee
meeting attended, and the Chairman of each of these Committees receives an
additional fee of $500 per committee meeting attended.

                                      13
<PAGE>

                              Compensation Table
                          Fiscal Year Ended 10/31/01

<TABLE>
<CAPTION>
                                                                         Total
                                         Pension or                   Compensation
                                         Retirement      Estimated     From Fund
                          Aggregate   Benefits Accrued    Annual     and Associated
                         Compensation    As Part of    Benefits Upon   Funds Paid
Name of Director          From Fund    Fund Expenses    Retirement    to Directors
----------------         ------------ ---------------- ------------- --------------
<S>                      <C>          <C>              <C>           <C>
Anthony E. Aaronson.....   $22,375          N/A             N/A        $39,125(2)
David Lindsay Elsum.....   $21,875          N/A             N/A        $53,625(3)
Laurence S. Freedman*...   $     0          N/A             N/A        $     0(3)
Martin J. Gilbert.......   $     0          N/A             N/A        $     0(2)
Beverley Hendry.........   $     0          N/A             N/A        $     0(1)
Harry A. Jacobs, Jr.*...   $     0          N/A             N/A        $     0(2)
Howard A. Knight........   $21,375          N/A             N/A        $37,125(2)
P. Gerald Malone........   $15,937          N/A             N/A        $15,937(1)
Neville J. Miles........   $22,375          N/A             N/A        $54,125(3)
Peter O'Connell.........   $21,375          N/A             N/A        $37,125(2)
William J. Potter.......   $21,875          N/A             N/A        $55,625(3)
Peter D. Sacks..........   $22,375          N/A             N/A        $55,125(3)
Brian M. Sherman++......   $     0          N/A             N/A        $     0(3)
Preferred Directors:
Dr. Anton E. Schrafl....   $18,375          N/A             N/A        $32,375(2)
John T. Sheehy..........   $23,375          N/A             N/A        $57,125(3)
Marvin Yontef*..........   $ 4,437          N/A             N/A        $ 4,437(1)
</TABLE>
-------
*  Messrs. Freedman, Jacobs and Yontef resigned from the Board of Directors
   effective December 2000.

++ Mr. Sherman is paid consulting fees by the Fund's Investment Manager equal
   to the fees paid to the Fund's independent directors. For the fiscal year
   ended October 31, 2001, the amount of the consulting fees paid to Mr.
   Sherman was $16,432.

                 INFORMATION REGARDING INDEPENDENT ACCOUNTANTS

  The Board of Directors of the Fund, upon recommendation of the Audit and
Valuation Committee, has selected PricewaterhouseCoopers LLP independent
accountants, to audit the financial statements of the Fund for the fiscal year
ending October 31, 2002.

  During the fiscal year ended October 31, 2001, the fees for services
rendered by PwC were:

<TABLE>
<CAPTION>
                           Financial Information Systems Design           All Other
         Audit Fees              and Implementation Fees                    Fees*
         ----------        ------------------------------------           ---------
         <S>               <C>                                            <C>
          $99,700                         $ None                           $69,000
</TABLE>
-------
*  This amount includes fees for services rendered by PwC to the Fund, the
   Investment Manager and Investment Adviser, and entities controlling,
   controlled by, or under common control with, the Investment Manager and
   Investment Adviser that provide services to the Fund.

  The Audit and Valuation Committee of the Fund has reviewed information
presented by the Fund's independent accountants that addressed the matters set
forth in Independence Standards Board Standard No. 1, Independence Discussions

                                      14
<PAGE>

with Audit Committees, and considered whether the provision of non-audit
services to the Fund and of professional services to the Fund's adviser and to
entities controlling, controlled by, and under common control with, the Fund's
adviser that provide services to the Fund is compatible with maintaining the
independence of the Fund's independent accountants.

  Representatives from PwC are expected to be present at the Meeting and will
have the opportunity to respond to questions from shareholders and to make a
statement if they so desire.

  The Fund knows of no direct or indirect interest of PwC in the Fund.

                            ADDITIONAL INFORMATION

  Administrator. The Fund's administrator is Prudential Investments LLC,
Gateway Center 3, 100 Mulberry Street, Newark, NJ 07102.

  Expenses. The expense of preparation, printing and mailing of the enclosed
proxy card and accompanying Notice and Proxy Statement will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum at the
Meeting, supplementary solicitation may be made by mail, telephone, telegraph
or personal interview. Such solicitation may be conducted by, among others,
officers, Directors and employees of the Fund, the Investment Manager, the
Investment Adviser or State Street Bank and Trust Company, the Transfer Agent
of the Fund. Georgeson Shareholder Communications, Inc. ("Georgeson") may be
retained to assist in the solicitation of proxies. If retained, Georgeson will
be paid approximately $7,500 by the Fund and the Fund will reimburse Georgeson
for its related expenses.

  Solicitation and Voting of Proxies. Solicitation of proxies is being made by
the mailing of this Proxy Statement with its enclosures on or about January
30, 2002. As mentioned above, Georgeson may be engaged to assist in the
solicitation of proxies. As the meeting date approaches, certain shareholders
of the Fund may receive a call from a representative of Georgeson if the Fund
has not yet received their vote. Authorization to permit Georgeson to execute
proxies may be obtained by telephonic or electronically transmitted
instructions from shareholders of the Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. Management of the Fund believes that these procedures are reasonably
designed to ensure that the identity of the shareholder casting the vote is
accurately determined and that the voting instructions of the shareholder are
accurately determined.

  In all cases where a telephonic proxy is solicited, the Georgeson
representative is required to ask the shareholder for such shareholder's full
name, address, social security number or employer identification number, title
(if the person giving the proxy is authorized to act on behalf of an entity,
such as a corporation), the number of shares owned and to confirm that the
shareholder has received the Proxy Statement in the mail. If the information
solicited agrees with the information provided to Georgeson by the Fund, then
the Georgeson representative has the responsibility to explain the process,
read the proposals listed on the proxy card, and ask for the shareholder's
instructions on each proposal. The Georgeson representative, although he or
she is permitted to answer questions about the process, is not permitted to
recommend to the shareholder how to vote, other than to read any
recommendation set forth in the Proxy Statement. Georgeson will record the
shareholder's instructions on the card. Within 72 hours, Georgeson will send
the shareholder a letter or mailgram to confirm the shareholder's vote and
asking the shareholder to call Georgeson immediately if the shareholder's
instructions are not correctly reflected in the confirmation.

  If a shareholder wishes to participate in the Meeting of shareholders, but
does not wish to give a proxy by telephone, such shareholder may still submit
the proxy card originally sent with the Proxy Statement or attend in person.
Any proxy

                                      15
<PAGE>

given by a shareholder, whether in writing, by telephone or via the internet,
is revocable. A shareholder may revoke the accompanying proxy or a proxy given
telephonically or via the internet at any time prior to its use by filing with
the Fund a written revocation or duly executed proxy bearing a later date. In
addition, any shareholder who attends the Meeting in person may vote by ballot
at the Meeting, thereby canceling any proxy previously given.

  Beneficial Ownership. To the best of the Fund's knowledge, as of the record
date, no persons or group beneficially owned more than five percent of the
outstanding shares of common stock or preferred stock of the Fund.

  Shareholder Proposals. If a shareholder intends to present a proposal at the
Annual Meeting of Shareholders of the Fund to be held in 2003 and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the shareholder must deliver the proposal to the Secretary of
the Fund at the office of the Fund, Gateway Center 3, 100 Mulberry Street,
Newark, New Jersey 07102, and such proposal must be received by the Secretary
no later than October 2, 2002.

  Shareholders wishing to present proposals at the Annual Meeting of
Shareholders of the Fund to be held in 2003 which they do not wish to be
included in the Fund's proxy materials must send written notice of such
proposals to the Secretary of the Fund at the office of the Fund, Gateway
Center 3, 100 Mulberry Street, Newark, New Jersey 07102, and such notice must
be received by the Secretary no sooner than November 21, 2002 and no later
than December 21, 2002 in the form prescribed in the Fund's By-Laws.

                                OTHER BUSINESS

  The Board of Directors knows of no business to be brought before the Meeting
other than as set forth above. If, however, any other matters properly come
before the Meeting, it is the intention of the persons named on the enclosed
proxy card to vote such proxies on such matters in accordance with their best
judgment.

                                      By Order of the Board of Directors,

                                      Roy M. Randall, Secretary

Gateway Center 3
100 Mulberry Street
Newark, New Jersey 07102
January 30, 2002

                                      16
<PAGE>

PROXY                                                                      PROXY

                    ABERDEEN ASIA-PACIFIC INCOME FUND, INC.

            THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                Annual Meeting of Shareholders -- March 21, 2002

The undersigned hereby appoints Beverley Hendry, William J. Potter, and Timothy
Sullivan, and each of them, the proxy holders of the undersigned, with power of
substitution to each of them, to vote all shares of the common stock of Aberdeen
Asia-Pacific Income Fund, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of Aberdeen Asia-Pacific Income Fund, Inc. to be
held at the offices of Prudential Securities Incorporated, One Seaport Plaza,
New York, New York on March 21, 2002 at 3:00 p.m. (Eastern time), and at any
adjournment or postponement thereof. By signing this proxy card on the reverse
side, the undersigned authorizes the appointed proxy holders to vote in their
discretion on any other business which may properly come before the meeting or
any adjournments or postponements thereof.


--------------------------------------------------------------------------------
            PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
                            IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) 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.

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

HAS YOUR ADDRESS CHANGED?                  DO YOU HAVE ANY COMMENTS?

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

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

----------------------------------         ------------------------------------
<PAGE>

[X] PLEASE MARK VOTES
    AS IN THIS EXAMPLE

--------------------------------------------------------------------------------
                    ABERDEEN ASIA-PACIFIC INCOME FUND, INC.
--------------------------------------------------------------------------------

                                  COMMON STOCK

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

                                               ---------------------------------
                                               Date
                                               ---------------------------------
     Please be sure to sign and date this Proxy.
--------------------------------------------------------------------------------


     Shareholder sign here ________________  Co-owner sign here_________________



This proxy, when properly executed, will be voted in the manner directed.  If no
direction is made, this proxy will be voted FOR Item 1.

(1) The election of four Directors to serve as
    Class II Directors for a three-year term:


                                  For All                        For All
                                 Nominees        Withhold         Except

Howard A. Knight                   [ ]             [ ]            [ ]

Peter D. Sacks                     [ ]             [ ]            [ ]

Brian M. Sherman                   [ ]             [ ]            [ ]

P. Gerald Malone                   [ ]             [ ]            [ ]


NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
NOMINEE(S). YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).

The appointed proxy holders will vote in their discretion on any other business
as may properly come before the meeting or any adjournments or postponements
thereof.

RECORD DATE SHARES:
<PAGE>

PROXY                                                                      PROXY

                     ABERDEEN ASIA-PACIFIC INCOME FUND, INC.

            THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                Annual Meeting of Shareholders -- March 21, 2002

The undersigned hereby appoints Beverley Hendry, William J. Potter, and Timothy
Sullivan, and each of them, the proxy holders of the undersigned, with power of
substitution to each of them, to vote all shares of the preferred stock of
Aberdeen Asia-Pacific Income Fund, Inc. which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of Aberdeen Asia-Pacific Income Fund,
Inc. to be held at the offices of Prudential Securities Incorporated, One
Seaport Plaza, New York, New York on March 21, 2002 at 3:00 p.m. (Eastern time),
and at any adjournment or postponement thereof. By signing this proxy card on
the reverse side, the undersigned authorizes the appointed proxy holders to vote
in their discretion on any other business which may properly come before the
meeting or any adjournments or postponements thereof.

--------------------------------------------------------------------------------
           PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
                            IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) 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.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?                  DO YOU HAVE ANY COMMENTS?

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

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

----------------------------------         -------------------------------------
<PAGE>

[X] PLEASE MARK VOTES
    AS IN THIS EXAMPLE

--------------------------------------------------------------------------------
                    ABERDEEN ASIA-PACIFIC INCOME FUND, INC.
--------------------------------------------------------------------------------

                   AUCTION MARKET PREFERRED STOCK SERIES A-I

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

                                               ---------------------------------
                                               Date
                                               ---------------------------------
     Please be sure to sign and date this Proxy.
--------------------------------------------------------------------------------

     Shareholder sign here ________________  Co-owner sign here ________________

This proxy, when properly executed, will be voted in the manner directed.  If no
direction is made, this proxy will be voted FOR Item 2.

(2) The election of two Directors to
    represent the interests of the holders
    of preferred stock for the ensuing year:


                                   For All                      For All
                                  Nominees      Withhold        Except

Dr. Anton E. Schrafl                [ ]           [ ]             [ ]

John T. Sheehy                      [ ]           [ ]             [ ]


NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE,  MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE  THROUGH  THE NAME OF THE  NOMINEE.  YOUR
SHARES WILL BE VOTED FOR THE REMAINING NOMINEE.

The appointed proxy holders will vote in their discretion on any other business
as may properly come before the meeting or any adjournments or postponements
thereof.

RECORD DATE SHARES:

</TEXT>
</DOCUMENT>
