<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>munihigh.txt
<DESCRIPTION>AUDITORS' OPINION
<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 Municipal High Income Fund Inc. (Fund) for the year ended
October 31, 2002, 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 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, error 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 internal control would not necessarily
disclose all matters in 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 errors 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 internal control and its
operation, including controls for safeguarding securities that we
consider to be material weaknesses as defined above as of October
31, 2002.

This report is intended solely for the information and use of
management and 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.


                                                  KPMG LLP

New York, New York
December 11, 2002

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</DOCUMENT>
