Edgar Filing: DREYFUS MUNICIPAL INCOME INC

DREYFUS CALIFORNIA MUNICIPAL INCOME, INC.

DREYFUS MUNICIPAL INCOME, INC.

DREYFUS NEW YORK MUNICIPAL INCOME, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To the Stockholders:

The Annual Meeting of Stockholders of each of Dreyfus California Municipal
Income, Inc., Dreyfus Municipal Income, Inc. and Dreyfus New York Municipal
Income, Inc. (each, a "Fund" and, collectively, the "Funds") will be held at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York,
New York, on Friday, May 17, 2002 at 10:00 a.m., for the following purposes:

1. To elect two Class III Directors to serve for a three year term and until
their successors are duly elected and qualified.

2. To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.

Stockholders of record at the close of business on March 22, 2002 will be
entitled to receive notice of and to vote at the meeting.

By Order of the Board

Robert R. Mullery

Assistant Secretary

New York, New York

April 18, 2002

WE NEED YOUR PROXY VOTE IMMEDIATELY

A STOCKHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE ANNUAL MEETING OF STOCKHOLDERS OF EACH FUND WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT
EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO
ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND(S)
TO HOLD THE MEETING(S) AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD
IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR
COOPERATION.

DREYFUS CALIFORNIA MUNICIPAL INCOME, INC.

DREYFUS MUNICIPAL INCOME, INC.

DREYFUS NEW YORK MUNICIPAL INCOME, INC.

COMBINED PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FRIDAY, MAY 17, 2002

This proxy statement is furnished in connection with a solicitation of
proxies by the Board of each of Dreyfus California Municipal Income, Inc.
(" DCMI"), Dreyfus Municipal Income, Inc. ("DMI") and Dreyfus New York Municipal
Income, Inc. (" DNYMI" ) (each, a "Fund" and, collectively, the "Funds") to be
used at the Annual Meeting of Stockholders of each Fund to be held on Friday,
May 17, 2002 at 10: 00 a.m., at the offices of The Dreyfus Corporation
(" Dreyfus" ), 200 Park Avenue, 7th Floor West, New York, New York, for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
Stockholders of record at the close of business on March 22, 2002 are entitled
to be present and to vote at the meeting. Stockholders are entitled to one vote
for each Fund share held and fractional votes for each fractional Fund share
held. Stockholders can vote only on matters affecting the Fund(s) in which they
hold shares. If the proposal is approved by stockholders of one Fund and
disapproved by stockholders of any other Fund, the proposal will be implemented
only for the Fund that approved the proposal. Therefore, it is essential that
stockholders who own shares in more than one Fund complete, date, sign and
return each proxy card they receive. Shares represented by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon. If any enclosed form of proxy is executed and returned, it nevertheless
may be revoked by a later-dated proxy or by letter or telegram directed to the
relevant Fund, which must indicate the stockholder's name. To be effective, such
revocation must be received prior to the meeting. In addition, any stockholder
who attends the meeting in person may vote by ballot at the meeting, thereby
cancelling any proxy previously given. As of March 22, 2002, the Funds had
outstanding the following number of shares:

COMMON AUCTION PREFERRED
NAME OF FUND STOCK OUTSTANDING STOCK OUTSTANDING

DCMI 4,572,972 N/A

DMI 20,382,927 4,000

DNYMI 3,821,501 N/A

It is estimated that proxy materials will be mailed to stockholders of
record on or about April 12, 2002. The principal executive offices of each Fund
are located at 200 Park Avenue, New York, New York 10166. COPIES OF EACH FUND'S
MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST, WITHOUT
CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW
YORK 11556-0144, OR BY CALLING TOLL FREE 1-800-334-6899.

A quorum is constituted by the presence in person or by proxy of the
holders of a majority of the outstanding shares of the Fund entitled to vote at
the meeting. If a proposal is to be voted upon by only one class of a Fund's
shares, a quorum of that class of shares (the holders of a majority of the
outstanding shares of the class) must be present in person or by proxy at the
meeting in order for the proposal to be considered. DMI is the only Fund with
two classes of capital stock: Common Stock, par value $0.001 per share ( the
"Common Stock"), and Auction Preferred Stock, par value $0.001 per share,
liquidation preference $25,000 per share (the "APS"). The APS is further divided
into Series A and Series B. Currently, no proposal is expected to be presented
at the meeting that would require separate voting for each Series of APS.

PROPOSAL: ELECTION OF DIRECTORS

Each Fund' s Board of Directors is divided into three classes with the term
of office of one class expiring each year. It is proposed that stockholders of
each Fund consider the election of two Class III Directors to serve for three
year terms and until their respective successors are duly elected and qualified.
The individual nominees (the "Nominees") proposed for election are listed below.
Each Nominee currently serves as a Director of the Funds. Each Nominee has
consented to being named in this proxy statement and has agreed to continue to
serve as a Board member of each Fund if elected. Biographical information about
each Nominee is set forth below. Biographical information about each Fund's
Continuing Directors and other relevant information is set forth on Exhibit A.
Unless otherwise indicated, information set forth herein applies to all Funds.
None of the Nominees or Continuing Directors are "interested persons" of any of
the Funds, as defined in the Investment Company Act of 1940, as amended (the "
1940 Act").

Under the terms of DMI' s Charter, holders of the APS voting as a single
class are entitled, to the exclusion of holders of the Common Stock, to elect
two directors of DMI. One such Director, Whitney I. Gerard, was elected by APS
holders in May of last year as a Class II Director whose term expires in 2004.
The other Director, George L. Perry, a Class III Director of each Fund, was
designated by Mr. Gerard and a majority of the remaining DMI Board members to
fill the vacancy left when the previous APS designee resigned as a Director of
the Funds in April 2002. Dr. Perry currently is a Nominee for election by
holders of DMI's APS as a Class III Director.

Voting with regard to the election of Directors will be as follows:
stockholders of DCMI and DNMI will vote with regard to the election of both
Class III Directors for each such Fund; for DMI, holders of Common Stock and APS
will vote together as a single class with respect to the election of Class III
Director Joseph S. DiMartino; however, APS holders will vote separately, to the
exclusion of Common Stock holders, with respect to the election of Class III
Director George L. Perry, who is nominated to represent the APS of DMI.

DMI, DCMI AND DNYMI -- NOMINEES FOR CLASS III DIRECTOR WITH TERM EXPIRING IN
2005

NAME (AGE) ,
POSITION WITH FUND (SINCE) PRINCIPAL OCCUPATION OTHER BOARD MEMBERSHIPS
AND ADDRESS OF NOMINEE DURING PAST 5 YEARS AND AFFILIATIONS

JOSEPH S. DiMARTINO (58) Corporate Director and Trustee The Muscular Dystrophy
Chairman of the Board of each Fund (1995) Association, Director
Class III Director of each Fund (1995) Carlyle Industries, Inc., a
200 Park Avenue button packager and distributor, Director
New York, New York 10166 Century Business Services,
Inc., a provider of outsourcing functions
for small and medium size companies, Director
The Newark Group, a provider of a national
market of paper recovery facilities, paperboard
mills and paperboard converting plants, Director
QuikCAT.com, a developer of high speed movement,
routing, storage and encryption of data, Director

GEORGE L. PERRY (68) Brookings Institution, State Farm Mutual Auto-
Class III Director of each Fund (1989) Economist and Senior mobile Association, Director
APS Designee for DMI (2002) Fellow State Farm Life Insurance
1775 Massachsetts Avenue, N.W. Company, Director
Washington, D.C. 20015

The table below indicates the dollar range of each Nominee's ownership of
shares of each Fund' s Common Stock and shares of other funds in the Dreyfus
Family of Funds for which he is a Board member, in each case as of December 31,
2001.

DMI DCMI DNYMI AGGREGATE HOLDING OF
COMMON COMMON COMMON FUNDS IN THE
NAME OF NOMINEE STOCK STOCK STOCK DREYFUS FAMILY OF FUNDS

Joseph S. DiMartino None None None Over $100,000

George L. Perry None None None Over $100,000

As of December 31, 2001, none of the Nominees or their immediate family
members owned securities of Dreyfus or any person (other than a registered
investment company) directly or indirectly controlling, controlled by or under
common control with Dreyfus.

For each Fund or class, election of each Nominee requires the affirmative
vote of a plurality of the votes cast at the Fund's meeting. The persons named
in the accompanying form of proxy intend to vote each such proxy for the
election of the Nominees, unless stockholders specifically indicate on their
proxies the desire to withhold authority to vote for elections to office. It is
not contemplated that any Nominee will be unable to serve as a Board member for
any reason, but if that should occur prior to the meeting, the proxyholders
reserve the right to substitute another person or persons of their choice as
nominee or nominees.

Each Fund has standing audit, nominating and compensation committees, each
comprised of its Directors who are not "interested persons" of the Fund, as
defined in the 1940 Act. The function of the audit committee is to oversee the
Fund' s financial and reporting policies and certain internal control matters. A
copy of each Fund' s Audit Committee Charter, which describes the audit
committee' s purposes, duties and powers, is attached as Exhibit B to this Proxy
Statement. The function of the nominating committee is to select and nominate
all candidates who are not "interested persons" of the Fund for election to the
Fund' s Board. The nominating committee does not normally consider nominees
recommended by shareholders. The function of the compensation committee is to
establish the appropriate compensation for serving on the Board. Each Fund also
has a standing pricing committee comprised of any one Director. The function of
the pricing committee is to assist in valuing the Fund's investments. Each Fund'
s audit committee met four times, and each Fund's pricing, nominating and
compensation committees did not meet during the Fund's last fiscal year.

Each Fund Director also serves as a director of other funds in the Dreyfus
fund complex. Each Fund typically pays its Directors its allocated portion of an
annual retainer of $45,000 and a fee of $5,000 per meeting (with a minimum of
$500 per meeting and per telephone meeting) attended for the Fund and ten other
funds (comprised of 16 portfolios) in the Dreyfus Family of Funds, and
reimburses them for their expenses. The Chairman of the Board of Directors,
Joseph S. DiMartino, receives an additional 25% of such compensation. Emeritus
Directors, if any, are entitled to receive an annual retainer and per meeting
fee of one-half the amount paid to Board members. The Funds had no Emeritus
Directors as of the date of this proxy statement. The Funds do not pay any other
remuneration to their officers or Board members, and none of the Funds has a
bonus, pension, profit-sharing or retirement plan.

The aggregate amount of compensation paid to each Nominee by each Fund for
the fiscal year ended September 30, 2001, and by all funds in the Dreyfus Family
of Funds for which such Nominee was a Board member (the number of portfolios of
such funds is set forth in parenthesis next to each Nominee' s total
compensation) for the year ended December 31, 2001, was as follows:

AGGREGATE AGGREGATE AGGREGATE TOTAL COMPENSATION FROM
COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM THE FUNDS AND FUND COMPLEX
NAME OF NOMINEE DMI* DCMI* DNYMI* PAID TO NOMINEES (**)

Joseph S. DiMartino $1,559 $227 $196 $810,313 (195)

George L. Perry $1,247 $180 $153 $70,500 (16)
------------------------------------

* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $2,665, $1,845, and $1,579, respectively, for all Board
members as a group for each of DMI, DCMI and DNYMI.

** Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Funds, for which the Nominee
serves as a Board member.

For each Fund's most recent fiscal year, the number of Board meetings held
and the aggregate amount of compensation paid by the Fund to each Continuing
Director and by all funds in the Dreyfus Family of Funds for which such person
is a Board member are set forth in Exhibit A. Certain other information
concerning each Fund's Directors and officers also is set forth in Exhibit A.

SELECTION OF INDEPENDENT AUDITORS

The 1940 Act requires that each Fund's independent auditors be selected by
a majority of those Directors who are not "interested persons" (as defined in
the 1940 Act) of the Fund. One of the purposes of the audit committee is to
recommend to the Fund' s Board the selection, retention or termination of
independent auditors for the Fund. At a meeting held on November 8, 2001, each
Fund' s audit committee recommended and each Fund's Board, including a majority
of those 4

Directors who are not "interested persons" of the Fund, approved the
selection of Ernst & Young LLP as the Fund's independent auditors for the fiscal
year ending September 30, 2002. Ernst & Young LLP, a major international
accounting firm, has acted as auditors of each Fund since the Fund's
organization. After reviewing the Fund' s audited financial statements for the
fiscal year ended September 30, 2001, each Fund's audit committee recommended to
the Fund's Board that such statements be included in the Fund's annual report to
stockholders. A copy of the committee's report is attached as Exhibit C to this
proxy statement

AUDIT FEES. For the fiscal year ended September 30, 2001, Ernst & Young LLP
billed DCMI, DMI and DNYMI $24,500, $24,000 and $20,600, respectively, for
services rendered in connection with the annual audit of each Fund's financial
statements.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION. For the fiscal year
ended September 30, 2001, no professional services were rendered by Ernst &
Young LLP to the Funds, Dreyfus or affiliated entities that provide services to
the Funds, relating to financial systems design and implementation services.

ALL OTHER FEES. For the fiscal year ended September 30, 2001, the aggregate
fees for professional services rendered by Ernst & Young LLP for all other
services provided to the Funds, Dreyfus and affiliated entities that provided
services to the Funds amounted to $70,500, all of which related to services such
as tax consulting provided to Dreyfus, the Funds' adviser, and none of which was
for audit-related services. In addition, all other fees for services provided to
DCMI and DNYMI amounted to $2,500 each in connection with the review of each
Fund' s tax returns, and all other fees for services provided to DMI amounted to
$18,500 in connection with the review of the Fund's tax returns and agreed upon
procedures relating to DMI's APS.

The audit committee for each Fund considered the compatibility of these
non-audit services with Ernst & Young LLP's independence.

A representative of Ernst & Young LLP is expected to be present at the
meeting, will have the opportunity to make a statement, and will be available to
respond to appropriate questions.

OTHER MATTERS

If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
of the Fund on a particular matter with respect to which the broker or nominee
does not have discretionary power) or marked with an abstention (collectively, "
abstentions"), the Fund's shares represented thereby will be considered to be
present at the meeting for purposes of determining the existence of a quorum for
the transaction of business. Under Maryland law, abstentions do not constitute a
vote "for" or "against" a matter and will be disregarded in determining "votes
cast" on an issue.

No Fund's Board is aware of any other matter which may come before the
meeting. However, should any such matter with respect to one or more Funds
properly come before the meeting, it is the intention of the persons named in
the accompanying form of proxy to vote the proxy in accordance with their
judgment on such matter.

Each Fund will bear its pro rata share of the cost of soliciting proxies. In
addition to the use of the mails, proxies may be solicited personally, by
telephone or by facsimile, and each Fund may pay persons holding shares of a
Fund in their names or those of their nominees for their expenses in sending
soliciting materials to their principals.

Proposals that stockholders wish to include in any Fund's proxy statement
for such Fund's next Annual Meeting of Stockholders must be sent to and received
by such Fund no later than December 12, 2002 at the principal executive offices
of the Fund at 200 Park Avenue, New York, New York 10166, Attention: General
Counsel. The date after which notice of a stockholder proposal is considered
untimely, except as otherwise permitted under applicable law, is February 25,
2003.

Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the
Funds' investment adviser.

NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES

Please advise the appropriate Fund, in care of Mellon Bank, N.A., c/o Proxy
Services Corporation, 115 Amity Street, Jersey City, New Jersey 07304, whether
other persons are the beneficial owners of the shares for which proxies are
being solicited and, if so, the number of copies of the proxy statement and
other soliciting material you wish to receive in order to supply copies to the
beneficial owners of shares.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN EACH ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.

Dated: April 18, 2002

EXHIBIT A

PART I

Part I sets forth information relevant to the Continuing Directors who are
not Nominees for election at this meeting. Unless otherwise indicated, the
information set forth herein applies to all Funds.

DMI, DCMI AND DNYMI -- CONTINUING CLASS I AND CLASS II DIRECTORS
WITH TERMS EXPIRING IN 2003 FOR CLASS I AND 2004 FOR CLASS II

NAME (AGE),
POSITION WITH FUND (SINCE) PRINCIPAL OCCUPATION OTHER BOARD MEMBERSHIPS
AND ADDRESS OF CONTINUING DIRECTOR DURING PAST 5 YEARS AND AFFILIATIONS

LUCY WILSON BENSON (74) Corporate Director and Trustee The International Executive
CLASS I DIRECTOR OF EACH FUND (1988) Services Corps, DIRECTOR
46 Sunset Avenue Citizens Network for
Amherst, MA 01002 Foreign Affairs, VICE CHARIMAN
Council on Foreign Relations, MEMBER

DAVID W. BURKE (65) Corporate Director and Trustee John F. Kennedy Library
CLASS I DIRECTOR OF EACH FUND (1994) Foundation, DIRECTOR
Box 654 U.S.S. Constitution
Eastham, MA 02642 Museum, DIRECTOR

WHITNEY I. GERARD (67) Chadbourne & Parke LLP, Partner --
CLASS II DIRECTOR OF EACH FUND (1988)
APS DESIGNEE FOR DMI (2000)
30 Rockefeller Plaza
New York, NY 10112

ARTHUR A. HARTMAN (75) First NIS Regional Fund Ford Meter Box
CLASS II DIRECTOR OF EACH FUND (1989) (ING/Barings Management) and Corporation, BOARD MEMBER
2738 McKinley Street, N.W. New Russia Fund, Chairman APCO Associates Inc.,
Washington, D.C. 20015 SENIOR CONSULTANT
Advisory Council to
Barings -- Vostok, MEMBER

A-1

The table below indicates the dollar range of each Continuing Director's
ownership of shares of each Fund's Common Stock and shares of other funds in the
Dreyfus Family of Funds for which he or she is a Board member, in each case as
of December 31, 2001.

DMI DCMI DNYMI AGGREGATE HOLDING OF
NAME OF COMMON COMMON COMMON FUNDS IN THE
CONTINUING DIRECTOR STOCK STOCK STOCK DREYFUS FAMILY OF FUNDS

Lucy Wilson Benson None None None Over $100,000

David W. Burke None None None Over $100,000

Whitney I. Gerard None None None None

Arthur A. Hartman None None None None

As of December 31, 2001, none of the Continuing Directors or their
immediate family members owned securities of Dreyfus or any person (other than a
registered investment company) directly or indirectly controlling, controlled by
or under common control with Dreyfus.

PERTAINING TO THE BOARD OF EACH FUND

* Each Fund held 6 Board meetings during the last fiscal year.

* All Continuing Directors (and Nominees) attended at least 75% of all Board
and committee meetings, as applicable, held in the last fiscal year.

COMPENSATION TABLE. The aggregate amount of compensation paid to each
Continuing Director by each Fund for the fiscal year ended September 30, 2001
and by all funds in the Dreyfus Family of Funds for which such Continuing
Director was a Board member (the number of portfolios of such funds is set forth
in parenthesis next to each Director's total compensation) for the year ended
December 31, 2001, was as follows:

AGGREGATE AGGREGATE AGGREGATE TOTAL COMPENSATION FROM
NAME OF COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM THE FUNDS AND FUND COMPLEX
CONTINUING DIRECTOR DMI* DCMI* DNYMI* PAID TO CONTINUING DIRECTOR (**)

Lucy Wilson Benson $1,247 $180 $153 $116,500 (35)

David W. Burke $1,247 $180 $153 $259,000 (59)

Whitney I. Gerard $1,247 $180 $153 $70,500 (16)

Arthur A. Hartman $1,247 $180 $153 $70,000 (16)
------------------------------------

* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $2,665, $1,845 and $1,579 for all Board members as a
group for DMI, DCMI and DNYMI, respectively.

** Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Funds, for which the Board
member serves.

A-2

PART II

Part II sets forth information relevant to the officers of each Fund.

NAME AND POSITIONPRINCIPAL OCCUPATION AND
BUSINESS
WITH FUNDS (SINCE) AGE EXPERIENCE FOR PAST FIVE YEARS

STEPHEN E. CANTER
President (2000) 56 Chairman of the Board, Chief
Executive Officer, Chief Operating
Officer, and a director of Dreyfus,
and an officer of 92 investment
companies (comprised of 183 portfolios)
managed by Dreyfus. Mr. Canter also
is a Director and Executive Committee
Member of the other investment management
subsidiaries of Mellon Financial Corporation,
each of which is an affiliate of Dreyfus.

MARK N. JACOBS
Vice President (2000) 56 Executive Vice President,
General Counsel and Secretary of Dreyfus,
and an officer of 95 investment
companies (comprised of 195 portfolios) managed by Dreyfus.

JAMES WINDELS
Treasurer (2001) 44 Director - Mutual Fund
Accounting of Dreyfus, and an officer of 95
investment companies (comprised of 195 portfolios)
managed by Dreyfus.

PAUL DISDIER
Executive Vice President (2000)- 46 Director of Dreyfus Municipal
Securities and an Dreyfus California Municipal
Income, Inc.officer of 3
investment companies (comprised of 3 portfolios)
managed by Dreyfus.

JOSEPH P. DARCY
Executive Vice President (2000)- 45 Senior Portfolio Manager - Tax Exempt Funds
Dreyfus Municipal Income, Inc. of Dreyfus.

MONICA S. WIEBOLDT
Executive Vice President (2000) - 52 Senior Portfolio Manager - Tax Exempt Funds
Dreyfus New York Municipal Income, Inc. of Dreyfus.

MICHAEL A. ROSENBERG
Secretary (2000) 42 Associate General Counsel of Dreyfus, and an
officer of 94 investment companies (comprised of
182 portfolios) managed by Dreyfus.

A-3

NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS (SINCE) AGE EXPERIENCE FOR PAST FIVE YEARS

STEVEN F. NEWMAN
Assistant Secretary (2000) 52 Associate General Counsel and
Assistant Secretary of Dreyfus, and an
officer of 94 investment companies
(comprised of 196 portfolios) managed by Dreyfus.

ROBERT R. MULLERY

Assistant Secretary (2000) 50 Associate General Counsel of Dreyfus, and
an officer of 21 investment companies (comprised of 39
portfolios) managed by Dreyfus.

GREGORY S. GRUBER
Assistant Treasurer (2000) 43 Senior Accounting Manager -
Municipal Bond Funds of Dreyfus, and an officer
of 30 investment companies (comprised of 59 portfolios)
managed by Dreyfus.

KENNETH J. SANDGREN
Assistant Treasurer (2001) 47 Mutual Funds Tax Director of Dreyfus, and an officer
of 94 investment companies (comprised of 196 portfolios)
managed by Dreyfus.

The address of each officer of the Funds is 200 Park Avenue, New York, New York
10166.

A-4

PART III

Part III sets forth information for each Fund regarding the beneficial
ownership of its shares as of March 22, 2002 by Nominees, Continuing Directors
and officers of the Fund owning shares on such date and by any shareholders
owning 5% or more of the Fund's outstanding shares.

As of March 22, 2002, no Nominee, Continuing Director or officer owned any
shares of the Funds.

To each Fund' s knowledge, no person owned beneficially 5% or more of the
outstanding shares of Common Stock of a Fund or the outstanding shares of APS on
March 22, 2002. Cede & Co. held of record 86%, 90% and 84% of the outstanding
Common Stock for DMI, DCMI and DNYMI, respectively, and 100% of the outstanding
shares of APS of DMI.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCES

To each Fund's knowledge, all of its officers, Directors and holders of more
than 10% of its Common Stock or APS complied with all filing requirements under
Section 16(a) of the Securities Exchange Act of 1934, as amended, during the
fiscal year ended September 30, 2001. In making this disclosure, each Fund has
relied solely on written representations of such persons and on copies of
reports that have been filed with the Securities and Exchange Commission.

A-5

EXHIBIT B

AUDIT COMMITTEE CHARTER

for each of

DREYFUS CALIFORNIA MUNICIPAL INCOME, INC.

DREYFUS MUNICIPAL INCOME, INC.

DREYFUS NEW YORK MUNICIPAL INCOME, INC.

(each, a "Fund")

1. The Audit Committee shall consist of at least three members and shall be
composed entirely of independent directors in accordance with the American Stock
Exchange rules ("AMEX rules"), all of whom shall be able to read and understand
fundamental financial statements, including a company's balance sheet, income
statement, and cash flow statement or will become able to do so within a
reasonable period of time after his or her appointment to the Audit Committee.
Additionally, at least one member must have past employment experience in
finance or accounting, requisite professional certification in accounting, or
any other comparable experience or background which results in the individual's
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.

2. The purposes of the Audit Committee are:

(a) to oversee the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal controls of
certain service providers;

(b) to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and

The function of the Audit Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The outside auditors are
responsible for planning and carrying out a proper audit and reviews. In
fulfilling their responsibilities hereunder, it is recognized that members of
the Audit Committee are not full-time employees of the Fund and are not, and do
not represent themselves to be, accountants or auditors by profession or experts
in the fields of accounting or auditing. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures. Each member of the
Audit Committee shall be entitled to rely on (i) the integrity of those persons
and organizations within and outside the Fund from which it receives information
and (ii) the accuracy of the financial and other information provided to the
Audit Committee by such persons and organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Fund's Board). In addition,
the evaluation of the Fund's financial statements by the Audit Committee is not
of the same quality as audits performed by the independent accountants, nor does
the Audit Committee' s evaluation substitute for the responsibilities of the
Fund' s management for preparing, or the independent accountants for auditing,
the financial statements.

3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:

(a) to recommend the selection, retention or termination of outside
auditors and, in connection therewith, to evaluate the independence of the
auditors, including whether the auditors provide any consulting services to the
Fund's investment adviser (it being understood that the auditors are ultimately
accountable to the Audit Committee and the Fund's Board and that the Audit
Committee and the Fund' s Board shall have the ultimate authority and
responsibility to select, evaluate, retain and terminate auditors, subject to
any required stockholder vote);

B-1

(b) to ensure receipt of a formal written statement from the outside
auditors on a periodic basis specifically delineating all relationships between
the auditors and the Fund; to discuss with the auditors any disclosed
relationships or services that may impact the auditors' objectivity and
independence; and to take, or recommend that the full Board take, appropriate
action to oversee the independence of the auditors;

(c) to meet with the Fund's outside auditors, including private meetings,
as necessary (i) to review the arrangements for and scope of the annual audit
and any special audits; (ii) to discuss any matters of concern relating to the
Fund' s financial statements, including any adjustments to such statements
recommended by the auditors, or other results of said audit(s); and (iii) to
consider the auditors' comments with respect to the Fund's financial policies,
procedures and internal accounting controls and management's responses thereto;

(d) to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the outside auditors;

(e) to review the fees charged by the outside auditors for audit and
non-audit services;

(f) to investigate improprieties or suspected improprieties in Fund
operations; and

(g) to report its activities to the full Board on a periodic basis and to
make such recommendations with respect to the above and other matters as the
Audit Committee may deem necessary or appropriate.

4. The Audit Committee shall meet at least once annually and is empowered
to hold special meetings as circumstances require.

5. The Audit Committee shall regularly meet (typically, concurrently with the
regular Committee meetings) with the Fund' s management.

6. The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Fund.

7. The Audit Committee shall review the adequacy of this Charter at least
annually and recommend any changes to the full Board. The Board shall also
review and approve this Charter at least annually.

8. The Fund shall provide the American Stock Exchange written confirmation
regarding:

(1) the adoption of this formal written Charter and the Audit Committee's
annual review and reassessment of the adequacy of this Charter;

(2) the composition of the Audit Committee consisting of at least three
members and comprised solely of independent directors;

(3) any determination that the Fund' s Board has made regarding the
independence of directors pursuant to the AMEX rules or applicable law;

(4) the financial literacy of the Audit Committee members as provided in
the AMEX rules; and

(5) the determination that at least one of the Audit Committee members has
accounting or related financial management expertise as provided in the AMEX
rules.

Effective: June 14, 2000

B-2

EXHIBIT C

Dreyfus California Municipal Income, Inc.

Dreyfus Municipal Income, Inc.

Dreyfus New York Municipal Income, Inc.

REPORT OF THE AUDIT COMMITTEE

The audit committee oversees the Funds' financial reporting process on behalf of
the board of directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the committee reviewed
the audited financial statements in the Annual Report with management including
a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.

The committee reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the Funds' accounting principles and
such other matters as are required to be discussed with the committee under
generally accepted auditing standards. In addition, the committee has discussed
with the independent auditors the auditors' independence from management and the
Funds including the auditor's letter and the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
non-audit services with the auditors' independence.

The committee discussed with the Funds' independent auditors the overall scope
and plans for the audits. The committee meets with the independent auditors,
with and without management present, to discuss the results of their
examinations, their evaluations of the Funds' internal controls, and the overall
quality of the Funds' financial reporting.

In reliance on the reviews and discussions referred to above, the committee
recommended to the board of directors (and the board has approved) that the
audited financial statements be included in the Annual Report to Shareholders
for the year ended September 30, 2001. The committee and the board also have
approved the selection of Ernst & Young LLP as the Funds' independent auditors.

George L. Perry, Audit Committee Chair

Lucy Wilson Benson, Audit Committee Member

David W. Burke, Audit Committee Member

Joseph S. DiMartino, Audit Committee Member

Whitney I. Gerard, Audit Committee Member

Arthur A. Hartman, Audit Committee Member

November 8, 2001

Revised: April 11, 2002

C-1

(PAGE)

IMPORTANT
Please Act Promptly Sign, Date and Mail your Proxy Card(s) Today.
No matter how many shares you own, your vote is important. Voting
can also help the Fund save money. To hold a meeting, a quorum
must be represented. Voting today can save the fund the expense
of another solicitation for proxies required to achieve a quorum.
Please note that if you hold more than one account in the Fund, a
proxy card will be sent to you for each of your accounts. You
should sign and return each proxy card in order for all votes to
be counted. Thank you for your interest in the Fund.

DREYFUS MUNICIPAL INCOME, INC.
COMMON STOCKHOLDERS

The undersigned stockholder of Dreyfus Municipal Income, Inc.
(the "Fund") hereby appoints Robert R. Mullery and Emile R.
Molineaux, and each of them, the attorneys and proxies of the
undersigned, with full power of substitution, to vote, as
indicated herein, all of the shares of the Fund standing in the
name of the undersigned at the close of business on March 22,
2002 at the Annual Meeting of Stockholders to be held at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor
West, New York, New York, commencing at 10:00 a.m. on Friday, May
17, 2002; and at any and all adjournments thereof, with all of
the powers the undersigned would possess if then and there
personally present and especially (but without limiting the
general authorization and power hereby given) to vote as
indicated on the proposals, as more fully described in the Proxy
Statement for the meeting.
.................................................................................
FOLD AND DETACH HERE

Please mark Boxes in blue or black ink.
The Board of Directors recommends a vote FOR item 1.

1. Election of Directors
__ FOR the Nominee listed below
__ WITHHOLD Authority For The Nominee listed below

Nominee is: Class III - Joseph S. DiMartino

2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting or
any adjournment(s) thereof.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND
WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.
By signing this proxy card, receipt of the accompanying Notice of
Annual Meeting of Stockholders and Proxy Statement is
acknowledged.
Signature(s) should be exactly as name or names appearing on this
proxy.
If shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or
guardian, please give full title.

Dated:______________________________, 2002

----------------------------------
Signature(s)

------------------------------------
Signature(s)

Sign, Date and return the Proxy Card promptly using the Enclosed
Envelope

DREYFUS MUNICIPAL INCOME, INC.
AUCTION PREFFERED STOCKHOLDERS

Please mark Boxes in blue or black ink.
The Board of Directors recommends a vote FOR item 1.

1. Election of Directors
__ FOR ALL Nominees listed below (except as marked to the
contrary)
__ WITHHOLD Authority For All Nominees listed below

Nominees are: Class III - Joseph S. DiMartino and George L. Perry

WITHHELD FOR (write name of nominee(s) in space provided below)

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

2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting or
any adjournment(s) thereof.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL
BE VOTED FORTHE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.

By signing this proxy card, receipt of the accompanying Notice of
Annual Meeting of Stockholders and Proxy Statement is
acknowledged.
Signature(s) should be exactly as name or names appearing on this
proxy.
If shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or
guardian, please give full title.

Dated:______________________________, 2002

-----------------------------------
Signature(s)

------------------------------------
Signature(s)

Sign, Date and return the Proxy Card promptly using the Enclosed
Envelope