EXHIBIT (a)(ii)
ARTICLES OF AMENDMENT DATED 10/09/1991

                      ARTICLES OF AMENDMENT TO ARTICLES OF
                    INCORPORATION OF USLIFE INCOME FUND, INC.

USLIFE Income Fund, Inc., a Maryland corporation having its principal office at
125 Maiden Lane. New York, New York 10038 (hereinafter the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

FIRST: The Articles of Incorporation of the Corporation are hereby amended by
deleting the second paragraph of Article EIGHTH therefrom and replacing it with
the following provisions:

     "To the fullest extent that limitations on the liability of directors and
     officers are permitted by the Maryland General Corporation Law, no director
     or officer of the corporation shall have any liability to the corporation
     or its shareholders for damages. This limitation on liability applies to
     events occurring at the time a person serves as a director or officer of
     the corporation whether or not such person is a director or officer at the
     time of any proceeding in which liability is asserted.

     The corporation shall indemnify and advance expenses to its currently
     acting and its former directors to the fullest extent that indemnification
     of directors is permitted by the Maryland General Corporation Law. The
     corporation shall indemnify and advance expenses to its officers to the
     same extent as its directors and to such further extent as is consistent
     with law. The Board of Directors may by by-law, resolution or agreement
     make further provisions for indemnification of directors, officers,
     employees and agents to the fullest extent permitted by the Maryland
     General Corporation Law.

     No provision of this Article shall be effective to protect or purport to
     protect any director or officer of the corporation against any liability to
     the corporation or its security holders to which he or she would otherwise
     be subject by reason of willful misfeasance, bad faith, gross negligence or
     reckless disregard of the duties involved in the conduct of his or her
     office.

     References to Maryland General Corporation Law in this Article are to the
     law as from time to time amended. No further amendment to the Articles of
     Incorporation shall affect any right of any person under this Article based
     on any event, omission or proceeding prior to such amendment."

SECOND: The Amendment of the Articles of Incorporation as hereinabove set forth
was unanimously approved by the Board of Directors of the Corporation at its
regularly scheduled and duly convened meeting on August 14, 1991 and ratified
and approved by a majority of all outstanding shares of the Corporation entitled
to vote at the






Corporation's Annual Meeting duly convened and held on October 9, 1991.

IN WITNESS WHEREOF, USLIFE INCOME FUND, INC., has caused these presents to be
signed and sealed in its name and on its behalf by its President and attested to
by its Secretary on October 9, 1991, and signed under the penalties of perjury.

USLIFE INCOME FUND, INC.


By: /s/ Richard J. Chouinard

    President


ATTEST:


By: /s/ Richard G. Hohn

    Secretary