<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>item77b.txt
<TEXT>

Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors
Municipal High Income Fund Inc.:
In planning and performing our audit of the financial statements
of Municipal High Income Fund Inc., as of and for the year ended
October 31, 2005, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), we considered
its internal control over financial reporting, including control
activities for safeguarding securities, as a basis for designing
our auditing procedures for the purpose of expressing our opinion
on the financial statements and to comply with the requirements
of Form N-SAR, but not for the purpose of expressing an opinion
on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion.
The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A fund's internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with U.S. generally accepted accounting principles.
Such internal control includes policies and procedures that
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
a fund's assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A control deficiency exists when the design or operation of a
control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A significant deficiency
is a control deficiency, or combination of control deficiencies,
that adversely affects the fund's ability to initiate, authorize,
record, process or report financial data reliably in accordance
with U.S. generally accepted accounting principles such that
there is more than a remote likelihood that a misstatement of
the fund's annual or interim financial statements that is more
than inconsequential will not be prevented or detected. A
material weakness is a significant deficiency, or combination of
significant deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.
Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be significant deficiencies or
material weaknesses under standards established by the Public
Company Accounting Oversight Board (United States).  However,
we noted no deficiencies in the Fund's internal control over
financial reporting and its operation, including controls for
safeguarding securities that we consider to be a material
weakness as defined above as of October 31, 2005.
This report is intended solely for the information and use of
management and the Board of Directors of Municipal High Income
Fund Inc. and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these
specified parties.


December 16, 2005
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</DOCUMENT>
