<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>4
<FILENAME>mhfauditltr1003.txt
<DESCRIPTION>AUDIT LETTER
<TEXT>


Independent Auditors  Report


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, 2003, 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
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 internal control and its operation,
including controls for safeguarding securities, that we consider to
be material weaknesses as defined above as of October 31, 2003.

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 10, 2003

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</DOCUMENT>
