Exhibit (a)(5)


                         PILGRIM GNMA INCOME FUND, INC.

                          FORM OF ARTICLES OF AMENDMENT

         PILGRIM GNMA INCOME FUND, INC., a Maryland corporation (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:

         First: The charter of the Corporation is hereby amended by striking out
Article FIRST of the Articles of Incorporation and inserting in lieu thereof the
following:

         "FIRST: The name of the corporation is ING GNMA Income Fund, Inc. (the
"Corporation")."

         Second: The Amendment to the Articles of Incorporation of the
Corporation as hereinabove set forth shall be effective on ___________ __, ____.

         Third: The foregoing amendment to such Articles of Incorporation of the
Corporation was approved by a majority of the entire Board of Directors of the
Corporation; the charter amendment is limited to changes expressly permitted by
Section 2-605 of Subtitle 6 of Title 2 of the Maryland General Corporation Law
to be made without action by the stockholders, and the Corporation is registered
as an open-end investment company under the Investment Company Act of 1940, as
amended.

         Fourth: The undersigned Executive Vice President of the Corporation
acknowledges these Articles of Amendment to be the corporate act of the
Corporation and states to the best of his knowledge, information, and belief
that the matters and facts set forth in these Articles with respect to
authorization and approval are true in all material respects and that this
statement is made under the penalties of perjury.



         IN WITNESS WHEREOF, the Corporation has caused this instrument to be
signed in its name and on its behalf by its Executive Vice President, Michael J.
Roland, and attested by its Secretary, Kimberly A. Anderson, on the ____ day of
__________, ____.


                                         PILGRIM GNMA INCOME FUND, INC.


                                         By: _________________________________
                                         Michael J. Roland
                                         Executive Vice President

ATTEST:

_________________________________
Kimberly A. Anderson
Vice President & Secretary