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 18, 2001 at 10:00 a.m., for the following purposes:

1. To elect two Class II 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 23, 2001 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 11, 2001

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 18, 2001

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 18, 2001 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 23, 2001 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 23, 2001, 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 11, 2001. 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 such Series of APS.

PROPOSAL: ELECTION OF DIRECTORS

Each Fund's Board of Directors is divided into three classes with the
terms of office of one class expiring each year. It is proposed that
stockholders of each Fund consider the election of two Class II 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.

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, is currently a
Nominee up for election as a Class II Director. The other Director, Martin D.
Fife, was elected by APS holders last year as a Class I director whose term
expires in 2003.

Voting with regard to the Proposal will be as follows: stockholders of
DCMI and DNMI will vote with regard to the election of both Class II 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 II Director Arthur A.
Hartman, but APS holders will vote separately, to the exclusion of holders of
the Common Stock, with respect to the election of Class II Director Whitney I.
Gerard, who is nominated to represent the APS of DMI.

NAME OF NOMINEE, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR FOR TERM
PAST FIVE YEARS AGE SINCE EXPIRING

CLASS II:

WHITNEY I. GERARD 66 1988 2004
(APS DESIGNEE) Partner of the New York City law firm of Chadbourne & Parke
LLP. His address is 30 Rockefeller Plaza, New York, New York 10112.

ARTHUR A. HARTMAN 75 1989 2004
Senior consultant with APCO Associates Inc. From 1981 to 1987, he was
United States Ambassador to the former Soviet Union. He sits on the Board
of Ford Meter Box Corporation and is a member of the advisory councils of
several other companies, research institutes and foundations. Ambassador
Hartman is Chairman of First NIS Regional Funds (ING/Barings Management)
and New Russia Fund. He is a former President of the Harvard Board of
Overseers. His address is 2738 McKinley Street, N.W., Washington, D.C.
20015.

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.

For each Fund's most recent fiscal year, the number of Board meetings held
and the aggregate amount of compensation received by each continuing Director
from the Fund and 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.

Each Fund Director also serves as a Director of other funds within the
Dreyfus complex (collectively, the "Fund Group"). Effective August 3, 2000, each
Director who is not an "affiliated person" (as defined in the Investment Company
Act of 1940, as amended (the "1940 Act")) receives an annual fee of $45,000 and
an attendance fee of $5,000 for each meeting attended and $500 for telephone
meetings. The Chairman of the Board of Directors, Joseph S. DiMartino receives
an additional 25% of such compensation. Directors also are reimbursed for their
expenses. These fees are allocated among the Fund Group (which includes a total
of fourteen portfolios) overseen by these Directors. Prior to August 3, 2000,
each Board member who was not an "affiliated person" (as defined in the 1940
Act) received from each fund an annual fee of $2,500 and an attendance fee of
$250 per meeting. 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, 2000, 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, 2000, was as follows:

TOTAL
COMPENSATION
FROM FUNDS AND
AGGREGATE DREYFUS FUND COMPLEX
NAME OF NOMINEE COMPENSATION PAID TO
AND FUND FROM EACH FUND** NOMINEE

Whitney I. Gerard $67,577 (14)
DCMI $3,520
DMI $3,587
DNYMI $3,518

Arthur A. Hartman $67,577 (14)
DCMI $3,520
DMI $3,587
DNYMI $3,518

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* 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.

** Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $3,070 for DCMI, $4,265 for DMI and $1,279 for DNYMI for
all Directors as a group.

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.

Each Fund has a standing nominating committee, compensation committee and
audit committee comprised of its Directors who are not "interested persons" (as
defined in the Act) of the Fund. The nominating committee selects and nominates
all candidates who are not "interested persons" of the Fund for election to the
Fund's Board. The compensation committee establishes the Directors' compensation
for serving on the Fund's Board. The audit committee's function is to over-

see the Fund' s financial reporting process and other audit related matters as
they arise throughout the year. 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. During each Fund's most recent fiscal
year, the nominating, compensation and audit committees each met once.

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, 2000, each
Fund' s audit committee recommended and each Fund's Board, including a majority
of those 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, 2001. 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, 2000, 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, 2000, Ernst & Young,
LLP billed DCMI, DMI and DNYMI $23,400, $24,000 and $20,600, respectively, for
services rendered for the audit of the Fund's annual financial statements.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION. For the fiscal
year ended September 30, 2000, Ernst & Young LLP did not bill any of the Funds,
Dreyfus or any entity controlling, controlled by or under common control with
Dreyfus for financial information systems design or implementation services

ALL OTHER FEES. For the fiscal year ended September 30, 2000, Ernst &
Young LLP billed DCMI, DMI and DNYMI $2,500, $18,500 and $2,500, respectively,
and billed the Funds, Dreyfus and entities controlling, controlled by or under
common control with Dreyfus in the aggregate $70,000 for services other than
those described above. The audit committee for each Fund considered the
compatibility of these non-audit services with Ernst & Young LLP's independence.

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, 2001 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,
2002.

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 11, 2001

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.

NAME OF CONTINUING DIRECTOR, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR FOR TERM
PAST FIVE YEARS AGE SINCE EXPIRING

CLASS I:

LUCY WILSON BENSON 73 1988 2003
Board Member. President of Benson and Associates, consultants to business
and government. Mrs. Benson is a director of COMSAT and Logistics
Management Institute. She is also a Trustee of the Alfred P. Sloan
Foundation, Vice Chairman of the Board of Trustees of Lafayette College,
Vice Chairman of the Citizens Network for Foreign Affairs and of the
Atlantic Council of the U.S. and a member of the Council on Foreign
Relations. From 1980 to 1994, Mrs. Benson was a director of The Grumman
Corporation and from 1990 to 1998, she was a director of the General RE
Corporation. Mrs. Benson served as a consultant to the U.S. Department of
State and to SRI International from 1980 to 1981. From 1977 to 1980, she
was Under Secretary of State for Security Assistance, Science and
Technology. Her address is 46 Sunset Avenue, Amherst, Massachusetts 01002.

DAVID W. BURKE 65 1994 2003
Board member of various funds in the Dreyfus Family of Funds. Chairman of
the Broadcasting Board of Governors, an independent board within the
United States Information Agency, from August 1994 to November 1998. From
August 1994 to December 1994, Mr. Burke was a Consultant to Dreyfus and,
from October 1990 to August 1994, he was Vice President and Chief
Administrative Officer of Dreyfus. From 1977 to 1990, Mr. Burke was
involved in the management of national television news, as Vice President
and Executive Vice President of ABC News, and subsequently as President of
CBS News. His address is Box 654, Eastham, Massachusetts 02109.

CLASS II DIRECTOR ROBERT GLAUBER RESIGNED EFFECTIVE OCTOBER 2, 2000.

CLASS III DIRECTOR PAUL WOLFOWITZ RESIGNED EFFECTIVE MARCH 1, 2001.

A-1

NAME OF CONTINUING DIRECTOR, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR FOR TERM
PAST FIVE YEARS AGE SINCE EXPIRING

MARTIN D. FIFE 74 1988 2003
(APS DESIGNEE) Chairman of the Board of Magar, Inc., a company
specializing in financial products and developing early stage companies.
Mr. Fife is also Chairman of the Board and Chief Executive Officer of
Skysat Communications Network Corporation, a company developing
telecommunications systems. Mr. Fife also serves on the boards of various
other companies. His address is The Chrysler Building, 405 Lexington
Avenue, New York, New York 10174.

CLASS III:
JOSEPH S. DIMARTINO 57 1995 2002
Chairman of the Board. Since January 1995, Chairman of the Board of
various funds in the Dreyfus Family of Funds. He also is a director of The
Muscular Dystrophy Association, HealthPlan Services Corporation, a
provider of marketing, administrative and risk management services to
health and other benefit programs, Carlyle Industries, Inc. (formerly,
Belding Heminway, Inc.), a button packager and distributor, Century
Business Services, Inc., a provider of various outsourcing functions for
small and medium sized companies, The Newark Group, a privately held
company providing a national network of paper recovery facilities,
paperboard mills and paperboard converting plants, and QuikCAT.com, Inc.,
a private company engaged in the development of high speed movement,
routing, storage and encryption of data across all modes of data
transport. Prior to January 1995, he was President, a director and, until
August 1994, Chief Operating Officer of Dreyfus and Executive Vice
President and a director of Dreyfus Service Corporation. From August 1994
to December 1994, he was a director of Mellon Financial Corporation. His
address is 200 Park Avenue, New York, New York 10166.

GEORGE L. PERRY 67 1989 2002
An economist and Senior Fellow at the Brookings Institution since 1969. He
is co-director of the Brookings Panel on Economic Activity and editor of
its journal, The Brookings Papers. He also is a director of the State Farm
Mutual Automobile Association, and State Farm Life Insurance Company. His
address is 1775 Massachusetts Avenue, N.W., Washington, D.C. 20015.

A-2

PERTAINING TO THE BOARD OF EACH FUND

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

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

* 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, 2000. 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.

COMPENSATION TABLE. The aggregate amount of compensation paid to each
continuing Director by each Fund for the fiscal year ended September 30, 2000
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, 2000, was as follows:

TOTAL
COMPENSATION
FROM FUNDS AND
AGGREGATE DREYFUS FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
DIRECTOR AND FUND** FROM EACH FUND*** CONTINUING DIRECTOR

Joseph S. DiMartino $805,537 (189)
DCMI $4,400
DMI $4,484
DNYMI $4,398

George L. Perry $67,577 (14)
DCMI $3,270
DMI $3,337
DNYMI $3,268

David W. Burke $254,289 (62)
DCMI $3,520
DMI $3,587
DNYMI $3,518

Lucy Wilson Benson $107,283 (29)
DCMI $3,520
DMI $3,587
DNYMI $3,518

Martin D. Fife $59,500 (14)
DCMI $3,520
DMI $3,587
DNYMI $3,518

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

** Robert R. Glauber resigned as a Board member effective October 2, 2000.
Paul Wolfowitz resigned as a Board member effective March 1, 2001.

*** Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $3,070 for DCMI, $4,265 for DMI and $1,279 for DNYMI for
all Directors as a group.

A-3

PART II

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

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

STEPHEN E. CANTER

President 55 President, Chief Operating
Officer, Chief Investment Officer
and a director of Dreyfus and an
officer of 94 investment companies
(comprised of 182 portfolios)
managed by Dreyfus. Mr. Canter
also is a Director or an
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 54 Executive Vice President,
General Counsel and Secretary
of Dreyfus, and an officer of 95
investment companies (comprised of
195 portfolios) managed by Dreyfus.

JOSEPH CONNOLLY
Vice President and Treasurer 43 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 - 45 Senior Portfolio Manager - Tax Exempt
Dreyfus California Municipal Income, Inc. Funds of Dreyfus, and an
officer of 3 investment companies
(comprised of 3 portfolios) managed by
Dreyfus.

JOSEPH P. DARCY
Executive Vice President - 44 Senior Portfolio Manager - Tax Exempt
Dreyfus Municipal Income, Inc. Funds of Dreyfus.

MONICA S. WIEBOLDT
Executive Vice President - 51 Senior Portfolio Manager - Tax Exempt
Dreyfus New York Municipal Income, Inc. Funds of Dreyfus.

MICHAEL A. ROSENBERG
Secretary 41 Associate General Counsel of
Dreyfus, and an officer of 94
investment companies (comprising
of 182 portfolios) managed by Dreyfus.

A-4

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

STEVEN F. NEWMAN
Assistant Secretary 51 Associate General Counsel of
Dreyfus, and an officer of 95
investment companies (comprised of
195 portfolios) managed by Dreyfus.

ROBERT R. MULLERY
Assistant Secretary 49 Assistant General Counsel of
Dreyfus, and an officer of 20 investment
companies (comprised of 39 portfolios)
managed by Dreyfus.

GREGORY S. GRUBER
Assistant Treasurer 42 Senior Accounting Manager -
Municipal Bond Funds of Dreyfus,
and an officer of 31 investment companies
(comprised of 61 portfolios) managed by Dreyfus.

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

A-5

PART III

Part III sets forth information for each Fund regarding the beneficial
ownership of its shares as of March 23, 2001 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 23, 2001 each Fund's Directors and officers, as a group, owned
less than 1% of the Fund's outstanding shares. As of March 23, 2001, the only
Director or officer that owned shares in the funds was Joseph S. DiMartino, who
owned 50,000 shares of Common Stock of DMI, which represented less than 1% of
such Fund's outstanding Common Stock.

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 23, 2001, other than Cede & Co., which held of record 81%, 85% and 80% of
the outstanding Common Stock for DMI, DCMI and DNYMI, respectively, and 100% of
the outstanding shares of APS of DMI, and Penbrad & Company, which held of
record 5% of the outstanding shares of Common Stock of DNYMI.

A-6

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, 2000. The committee and the board also have
approved the selection of Ernst & Young LLP as the Funds' independent auditors.

Whitney I. Gerard, Audit Committee Chair
Lucy Wilson Benson, Audit Committee Member
David W. Burke, Audit Committee Member
Joseph S. DiMartino, Audit Committee Member
Martin D. Fife, Audit Committee Member
Arthur A. Hartman, Audit Committee Member
George L. Perry, Audit Committee Member
Paul Wolfowitz, Audit Committee Member

November 8, 2000

C-1

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 23, 2001 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 18, 2001; 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 items 1 and 2.

1. Election of Directors

__ FOR the Nominee listed below

__ WITHHOLD Authority For The Nominee listed below

Nominee is: Class II - Arthur A Hartman

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:______________________________, 2001

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

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

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

IMPORTANT

DREYFUS MUNICIPAL INCOME, INC.
AUCTION PREFFERED 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 ofthe undersigned at the close of business on March 23,
2001 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 18, 2001; 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 items 1 and 2.

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 II - Whitney I. Gerard and Arthur A. Hartman

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