FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                     RMK MULTI-SECTOR HIGH INCOME FUND, INC.
        ---------------------------------------------------------------
              (EXACT NAME OF THE FUND AS SPECIFIED IN ITS CHARTER)


                    Maryland                           Pending
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  (STATE OF INCORPORATION OR ORGANIZATION)  (I.R.S. EMPLOYER IDENTIFICATION NO.)


         MORGAN KEEGAN TOWER, 50 FRONT STREET, MEMPHIS, TENNESSEE 038103
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

        Securities to be registered pursuant to Section 12(b) of the Act:

        Title of each class            Name of each exchange on which
        to be so registered            each class is to be registered
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      Shares of Common Stock,              New York Stock Exchange
    $0.0001 Par Value Per Share

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), check the following box.

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), check the following box.

     Securities  Act  registration  statement  file  number  to which  this form
relates: 333-129693

     Securities to be registered pursuant to Section 12(g) of the Act:


                                      None
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                                (Title of Class)




                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1:  Description of Registrant's Securities to be Registered.

     The  description  of  the  Registrant's  securities  to  be  registered  is
incorporated  by  reference  to the  description  contained  under  the  caption
"Description  of Shares" in  Pre-Effective  Amendment No. 1 to the  Registrant's
Registration  Statement on Form N-2 (Nos.  333-129693 and  811-21833),  as filed
electronically  with the Securities  and Exchange  Commission on January 9, 2006
(Accession No. 0000898432-06-000023), as the same may be amended.

Item 2:  Exhibits.

     Pursuant to the Instructions as to Exhibits, no exhibits are filed herewith
or incorporated by reference.


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                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned,  thereunto duly authorized, as of this 9th day
of January, 2006.



                                    RMK MULTI-SECTOR HIGH INCOME FUND, INC.

                                    By:  /s/ Charles D. Maxwell
                                        ---------------------------------
                                    Name: Charles D. Maxwell
                                    Title:      Secretary

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