EXHIBIT (p)
FORM OF LETTER AGREEMENT BETWEEN THE FUND AND USLIFE CORPORATION

125 Maiden Lane
New York, NY 10038
212 422 5670

USLIFE CORPORATION

December 1, 1972

USLIFE Income Fund, Inc.
125 Maiden Lane
New York, New York 10038

Dear Sirs:

In connection with the purchase of USLIFE Corporation today of 8,400 shares of
Common Stock, par value $1.00 per share (the "Shares", of USLIFE Income Fund,
Inc. the undersigned hereby represents and warrants that it is acquiring the
Shares for investment and not with a view to any resale or distribution thereof.

The undersigned is aware that the Shares must be held indefinitely unless they
are subsequently registered under the Securities Act of 1933 or an exemption
from such registration is available. The undersigned understands that Rule 144
under the Securities Act of 1933 may provide a limited means of selling the
Shares after two years if all the conditions set forth in such Rule are met, but
that the possibility of a sale other than in accordance with such Rule and
without registration under the Securities Act of 1933 is remote.

Very truly yours,

USLIFE Corporation


/s/ Gordon E. Crosby, Jr.

Chairman of the Board


                                           Attest:


                                           /s/ Anthony J. Stilo

                                           Vice President and Secretary