<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>controlletter.txt
<DESCRIPTION>KPMG CONTROL LETTER
<TEXT>


                    Independent Auditors' Report


To the Shareholders and Board of Directors of
Municipal High Income Fund Inc.:

In planning and performing our audit of the financial statements of
the Municipal High Income Fund Inc. (the Fund) for the year ended
October 31, 2001, we considered its internal control, including
control activities for safeguarding securities, in order to determine
our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form
N-SAR, not to provide assurance on the internal control.

The management of the Fund is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with accounting principles generally accepted
in the United States of America. Those controls include the
safeguarding of assets against unauthorized acquisition, use, or
disposition.

Because of inherent limitations in internal control, errors or fraud
may occur and not be detected.  Also, projection of any evaluation of
internal control to future periods is subject to the risk that it may
become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.

Our consideration of the internal control would not necessarily
disclose all matters in the internal control that might be material
weaknesses under standards established by the American Institute of
Certified Public Accountants.  A material weakness is a condition in
which the design or operation of one or more of the internal control
components does not reduce to a relatively low level the risk that
misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the
normal course of performing their assigned functions.  However, we
noted no matters involving the internal control and its operation,
including controls for safeguarding securities that we consider to be
material weaknesses as defined above as of October 31, 2001.

This report is intended solely for the information and use of
management, the Board of Directors of the Fund, and the Securities
and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.



New York, New York
December 12, 2001

</TEXT>
</DOCUMENT>
