November 15, 2001


ACM Income Fund, Inc.
1345 Avenue of the Americas
New York, New York  10105

                      ACM Income Fund, Inc.
               Registration Statement on Form N-2,
                      (File No. 333-71128)
Dear Sirs:

         We are acting as counsel for ACM Income Fund, Inc., a
Maryland corporation (the Fund), in connection with the
registration under the Securities Act of 1933 of 68,753,515
shares of the Funds common stock, par value $.01 per share (the
"Common Stock"), consisting of (a) 55,002,812 primary
subscription shares proposed to be issued pursuant to the
exercise of non-transferable rights to purchase Common Stock to
be distributed to the Funds shareholders in accordance with the
Fund's Registration Statement on Form N-2 (Securities and
Exchange Commission File No. 333-71128) (the "Rights") in which
this opinion letter is included as Exhibit (l)(1) (the
"Registration Statement"), and (b) an additional 13,750,703 over-
subscription shares, which, subject to authorization by the
Pricing Committee of the Board of Directors of the Fund, also may
be issued pursuant to the exercise of the Rights.

         As counsel for the Fund, we have participated in the
preparation of the Registration Statement and the form of
subscription certificate relating to the exercise of the Rights
and have examined and relied upon such corporate records of the
Fund and such other documents and certificates as to factual
matters as we have deemed to be necessary to render the opinions
expressed herein.  On the basis of a Certificate of the Secretary
of the Fund to the effect that the Fund has no knowledge of any
"Principal Shareholder" as defined in Article Seventh of the
charter of the Fund.

         Based on the foregoing, we are of the opinion that:

         (i)   the primary subscription shares of Common Stock
               have been duly authorized, and when the primary
               subscription shares have been sold, issued and
               paid for upon the exercise of the Rights as
               contemplated by the Registration Statement, the
               primary subscription shares will have been validly
               issued, and will be fully paid and nonassessable
               under Maryland law; and






        (ii)   when the Pricing Committee of the Board of
               Directors has authorized the issuance of the over-
               subscription shares pursuant to authority
               delegated to it by the Board of Directors of the
               Fund, the over-subscription shares of Common Stock
               will have been duly authorized and, when such
               over-subscription shares have been sold, issued
               and paid for upon exercise of the Rights as
               contemplated by the Registration Statement, such
               over-subscription shares will have been validly
               authorized and issued and will be fully paid and
               nonassessable under Maryland law.

         As to the matters of Maryland law contained in the
foregoing opinion, we have relied upon the opinion of Ballard
Spahr Andrews & Ingersoll, LLP of Baltimore, Maryland, dated
November 15, 2001, a copy of which is included in the
Registration Statement as Exhibit (l)(2).

         We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement and to the reference to our firm under the
caption "Legal Opinions" in the Prospectus contained in the
Registration Statement.  In giving this consent, we do not admit
that we are within the category of persons whose consent is
required by Section 7 of the Securities Act of 1933, as amended.

                                       Very truly yours,



                                       /s/ Seward & Kissel LLP
                                       -----------------------
                                       Seward & Kissel LLP



















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