THE FIRST AUSTRALIA PRIME INCOME FUND, INC.



                            CERTIFICATE OF CORRECTION



               The First Australia Prime Income Fund, Inc., a Maryland

corporation having its principal Maryland office in the City of Baltimore in the

State of Maryland (the "Corporation"), hereby sets forth the following

corrections to the Corporation's Articles Supplementary filed January 17, 1989:



               1.   The title of the document being corrected is Articles

Supplementary creating three series of Auction Market Preferred Stock (the

"Articles").



               2.   The name of each party to the document being corrected is

The First Australia Prime Income Fund, Inc.



               3.   The date that the document being corrected was filed is

January 17, 1989.



               4.   The following provisions of the Articles are hereby

corrected as follows:



               (a)  The following defined terms are hereby added to paragraph 1

of the Articles, incorporated in the correct alphabetical order:



               "Australian Securities" means ANNIE MAEs, Australian Corporate

Bonds, Australian Government Securities, Australian Semi-Government Securities,

Australian Short-Term Securities, Bank Bills, Eurobonds, MMSs, MTCs, New Zealand

Securities and NMMC Securities.



               "Eurobonds" means debt securities which are denominated in

Australian Currency, are issued by the issuers listed below and which have the

following characteristics: (a) the principal amount outstanding on the date of

determination is at least equal to A$50 million, (b) the security is publicly

traded, (c) the security is non-callable, (d) the security is rated at least AA-

by S&P and (e) the maturity date of the security is not later than the 10th

anniversary of the issuance date of such security.



               Issuers with a public long-term S&P rating or whose parent has a

public long-term S&P rating and there is an explicit guarantee backing the

subsidiary's debt service payments ("Guaranteed Eurobonds"):



               Australian Telecom

               Finnish Export Credit Corp.

               National Australia Bank

               State Bank of New South Wales

               State Electricity of Victoria

               Swedish Export Credit Corp.



               Issuers, which shall be designated in writing from time to time

by S&P, without a public long-term S&P rating but whose parent has a long-term

S&P rating but has not explicitly guaranteed the subsidiary's debt service

payments ("Non-guaranteed Eurobonds").



{PAGE}



In addition, if the determination is being made for S&P, (a) not more than l0%

of the aggregate Discounted Value of the Eligible Portfolio Property of the

Corporation can consist of Eurobonds-from a single issuer, (b) not more than 50%

(if the issue is rated AAA by S&P) or 33.3% (if the issue is rated AA or A by

S&P) or 20% (if the issue is rated BBB by S&P) of the aggregate Discounted Value

of the Eligible Portfolio Property of the Corporation can consist of Eurobonds

from issues representing a single industry, (c) not more than 5% of the

then-outstanding principal amount of any one issue can be included is Eligible

Portfolio Property and (d) not more than 20% of the outstanding aggregate

principal amount of the Eurobonds held by the Corporation and included is

Eligible Portfolio Property shall be comprised of securities with an outstanding

issue size of less than A$100 million.



               The Board of Directors shall have the authority to adjust,

modify, alter or change from time to time the list of securities and eligibility

criteria as set forth above if each Rating Agency advises the Corporation is

writing that the change or specification will not adversely affect its

then-current rating of the AMPS.



               "Failure to Cure" shall mean a failure by the Corporation to

maintain the AMPS Basic Maintenance Amount or 1940 Act AMPS Asset Coverage

Requirement, as the case may be, which failure is not cured on or before the

third day following the related Valuation Date as reflected in a Portfolio

Valuation Report delivered to S&P and confirmed by the Corporation's Independent

Accountants.



               "Forward Contract" means a contract, entered into following a

Failure to Cure, between the Corporation and a commercial bank or other

financial institution whose short-term debt is rated at least A-1+ by S&P or

whose long-term debt is rated at least AA by S&P (an "Eligible Bank"), which

provides that the Corporation will sell a specified amount of Australian

Currency to such Eligible Bank on a specified date for a specified amount of

U.S. dollars. The date of payment in U.S. dollars shall not be later than the

30th day following the Valuation Date related to the Failure to Cure and the

amount of U.S. dollars shall be sufficient to redeem all shares of AMPS required

to be redeemed. On the Date of Original Issue and on each Quarterly Valuation

Date thereafter, the Corporation will confirm in writing to S&P that the

Corporation has a credit-line with an Eligible Bank (the "Credit Line Test").

The Credit Line Test shall be deemed to be satisfied on any date if the

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