SERVICE AND DISTRIBUTION PLAN


     WHEREAS, Pilgrim GNMA Income Fund, Inc. (the "Company") engages in business
as an open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");

     WHEREAS, shares of common stock of the Company currently consist of one
series, Pilgrim GNMA Income Fund, Inc. (the "Fund");

     WHEREAS, shares of common stock of the Fund are divided into classes of
shares, one of which is designated Class A;

     WHEREAS, the Company employs Pilgrim Securities, Inc. (the "Distributor")
as distributor of the securities of which it is the issuer; and

     WHEREAS, the Company and the Distributor have entered into an Underwriting
Agreement pursuant to which the Company has employed the Distributor in such
capacity during the continuous offering of shares of the Company; and

     WHEREAS, the Company wishes to adopt the Distribution Plan and the
Shareholder Service Plan of the Fund with respect to Class A shares as set forth
hereinafter.

     NOW, THEREFORE, the Company hereby adopts on behalf of the Fund with
respect to its Class A shares, and the Distributor hereby agrees to the terms of
the Plan, in accordance with Rule 12b-l under the Act, on the following terms
and conditions:

     1. The Fund shall pay to the Distributor, as the distributor of the Class A
shares of the Fund, a service or distribution fee at the rate of 0.25% on an
annualized basis of the average daily net assets of the Fund's Class A shares,
provided that, at any time such payment is made, whether or not this Plan
continues in effect, the making thereof will not cause the limitation upon such
payments established by this Plan to be exceeded. Such fee shall be calculated
and accrued daily and paid monthly or at such intervals as the Board of
Directors shall determine, subject to any applicable restriction imposed by
rules of the National Association of Securities Dealers, Inc.

     2. The amount set forth in paragraph 1 of this Plan shall be used by the
Distributor to pay securities dealers (which may include the Distributor itself)
and other financial institutions and organizations for servicing shareholder
accounts, including a continuing fee which may accrue immediately after the sale
of shares. To the extent not used for servicing shareholder accounts, the amount
set forth in paragraph 1 of this Plan may be paid for the Distributor's services
as distributor of the shares of the Fund in connection with any activities or
expenses primarily intended to result in the sale of the Class A shares of the
Fund, including, but not limited to, payment of compensation, including
incentive compensation, to securities dealers (which may include the Distributor
itself) and other financial institutions and organizations (collectively, the
"Service Organizations") to obtain various distribution related and/or
administrative services for the Funds. These services may include, among other
things, processing new shareholder account applications, preparing and
transmitting to the Fund's Transfer Agent computer processable tapes of all

transactions by customers and serving as the primary source of information to
customers in answering questions concerning the Fund and their transactions with
the Fund. The Distributor is also authorized to engage in advertising, the
preparation and distribution of sales literature and other promotional
activities on behalf of the Fund. In addition, this Plan hereby authorizes
payment by the Fund of the cost of preparing, printing and distributing Fund
Prospectuses and Statements of Additional Information to prospective investors
and of implementing and operating the Plan. Distribution expenses also include
an allocation of overhead of the Distributor and accruals for interest on the
amount of distribution expenses that exceed distribution fees and contingent
deferred sales charges received by the Distributor.

     3. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Company's
Board of Directors and (b) those Directors of the Company who are not
"interested persons" of the Company (as defined in the Act) and who have no
direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Rule 12b-l Directors"), cast in person at a
meeting (or meetings) called for the purpose of voting on this Plan and such
related agreements.

     4. After approval as set forth in paragraph 3, and any other approvals
required pursuant to the Act and Rule 12b-1 thereunder, this Plan shall take
effect at the time specified by the Company's Board of Directors. The Plan shall
continue in full force and effect as to the Class A shares of the Fund for so
long as such continuance is specifically approved at least annually in the
manner provided for approval of this Plan in paragraph 3.

     5. The Distributor shall provide to the Directors of the Company, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.

     6. This Plan may be terminated as to the Fund at any time, without payment
of any penalty, by vote of the Directors of the Company, by vote of a majority
of the Rule 12b-l Directors, or by a vote of a majority of the outstanding
voting securities of Class A shares of the Fund on not more than 30 days'
written notice to any other party to the Plan.

     7. This Plan may not be amended to increase materially the amount of the
fee (including any service fee) provided for in paragraph 1 hereof unless such
amendment is approved by a vote of the shareholders of the Class A shares of the
Fund, and no material amendment to the Plan shall be made unless approved in the
manner provided for approval and annual renewal in paragraph 3 hereof.

     8. While this Plan is in effect, the selection and nomination of Directors
who are not interested persons (as defined in the Act) of the Company shall be
committed to the discretion of the Directors who are not such interested
persons.

     9. The Company shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 6 hereof, for a period of
not less than six years from the date of this Plan, any such agreement or any
such report, as the case may be, the first two years in an easily accessible
place.

Dated: July 26, 2000

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