PRELIMINARY COPY
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Solicitating Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

The High Yield Income Fund, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Board of Directors of The High Yield Income Fund, Inc.
------------------------------------------------------
(Name of Person(s) Filing Proxy Statement

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Investment Company Act Rule 20a-1(c).

[ ] $50 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:
_______________________________________________________________

2) Aggregate number of securities to which transaction applies:
_______________________________________________________________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11./1

4) Proposed maximum aggregate value of transaction:
________________________________________________________________

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previouse filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
________________________________________________________________

2) Form, Schedule or Registration No.:
________________________________________________________________

3) Filing Party:
________________________________________________________________

4) Date Filed:
________________________________________________________________

- --------

1/Set forth the amount on which the filing fee is calculated and state how
it was determined.

THE HIGH YIELD INCOME FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
________________

To Our Shareholders:

Notice is hereby given that the 1994 Annual Meeting of Shareholders (the
Meeting) of The High Yield Income Fund, Inc. (the Fund) will be held on December
7, 1994, at 3:00 p.m., at 199 Water Street, New York, New York 10292, for the
following purposes:

1. To elect two directors.

2. To approve an amendment of the Fund's investment restriction
limiting the Fund's ability to invest in a security if the Fund would hold
more than 10% of any class of securities of an issuer.

3. To ratify or reject the selection of Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year ending August 31,
1995.

4. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on October 21, 1994
as the record date for the determination of shareholders entitled to vote at the
Meeting or any adjournment thereof.

S. Jane Rose
Secretary

Dated: November 7, 1994

________________________________________________________________________
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF
FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY
PROMPTLY.
________________________________________________________________________

THE HIGH YIELD INCOME FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
________________

PROXY STATEMENT
________________

This Proxy Statement is furnished by the Board of Directors of The High
Yield Income Fund, Inc. (the Fund) in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders to be held on December 7,
1994 at 3:00 p.m., at 199 Water Street, New York, New York 10292, the Fund's
principal executive office. The purpose of the Meeting and the matters to be
acted upon are set forth in the accompanying Notice of Annual Meeting.

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted for the proposals. A Proxy may be revoked at any tim e prior to
the time it is voted by written notice to the Secretary of the Fund or by
attendance at the Meeting. If sufficient votes to approve the proposed items are
not received, the persons names as proxies may propose one or more adjournments
of the Meeting to permit further solicitation o f proxies. Any such adjournment
will require the affirmative vote of a majority of those shares voted at the
Meeting. When voting on a proposed adjournment, the persons named as proxies
will vote for the proposed adjournment all shares that they are entitled to vote
with respect to each item, unless directed to disapprove the item, in which case
such shares will be voted against the proposed adjournment.

If a Proxy that is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote" (that
is, a Proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitle d to
vote shares on a particular matter with respect to which the broker or nominee
does not have discretionary power), the shares represented thereby will be
considered not to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business and be deemed not cast
with respect to such proposal. If no instructions are received by the broker or
nominee from the shareholder with reference to routine matters, the shares
represented thereby may be considered for purposes of determining the existence
of a quorum for the transaction of business and will be deemed cast with
respect to such proposal. Also, a properly executed and returned Proxy marked
with an abstention will be considered present at the Meeting for purposes of
determining the existence of a quorum for the transaction of business. However,
abstentions and broker " non-votes" do not constitute a vote "for" or "against"
the matter, but have the effect of a negative vote on matters which require
approval by a requisite percentage of the outstanding shares.

The close of business on October 21, 1994 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting. On that

date, the Fund had 3,116,116 shares of Common Stock outstanding and
entitled to vote. Each share will be entitled to one vote at the Meeting. It is
expected that the Notice of Annual Meeting, Proxy Statement and form of proxy
will first be mailed to shareholders of record on or about November 8, 1994.

Management does not know of any person or group who owned beneficially 5%
or more of the Fund's outstanding shares on the record date.

The expenses of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of Prudential Securities
Incorporated (Prudential Securities).

ELECTION OF DIRECTORS
(Proposal No. 1)

The Fund's Articles of Incorporation provide that the Board of Directors
will be divided into three classes of Directors, as nearly equal in number as
possible. Each Director, after a transition period, serves for three years with
one class being elected each year. Each year the term of office of one class
will expire. The Board of Directors is currently comprised of 6
Directors-Messrs. Dorsey, Lennox, McQuade, Redeker and Shirk and Ms. Smith.
Messrs. Dorsey, Lennox, McQuade and Shirk and Ms. Smith have served as Directors
since September 30, 1987. Mr. Redeker was elected to serve as a Director on
October 19, 1993. All of the current members of the Board of Directors have
previously been elected by the shareholders.

As prescribed in the Fund's Articles of Incorporation, the Directors have
been divided into three classes and their terms of office fixed as follows:
Class I: Mr. Dorsey and Ms. Smith-whose term expires in 1995; Class II: Messrs.
McQuade and Shirk-whose term expires in 1996; and Class III : Messrs. Lennox and
Redeker-whose term expires in 1994.

Two Directors, Messrs. Lennox and Redeker, will be elected to serve as
Class III Directors until the Fund's 1997 Annual Meeting of Shareholders and
until their successors have been elected and qualified. It is the intention of
the persons named in the enclosed proxy to vote in favor of the election of
Messrs. Lennox and Redeker. Messrs. Lennox and Redeker have consented to be
named in this Proxy Statement and to serve as Directors if elected. The
Directors have no reason to believe that any of the nominees named above will
become unavailable for election as a Director, but if that should occur before
the Meeting, proxies will be voted for such persons as the Directors may
recommend.

The following table sets forth certain information concerning each of the
Directors of the Fund. Each of the nominees is currently a Director of the Fund.

INFORMATION REGARDING DIRECTORS

Shares of
Common Stock
Owned at
Name, age, business experience during the Position with October 21,
past five years and directorships Fund 1994
- ------------------------------------------- ------------- -------------

Class I (Term Expiring in 1995)

Eugene C. Dorsey (67), retired President, Chief Exec- Director -0-
utive Officer and Trustee of the Gannett Foundation
(now Freedom Forum); former Publisher of four
Gannett newspapers and Vice President of Gannett
Company; Past Chairman, Independent Sector
Washington, D.C. (largest national coalition of
philanthropic organizations); former Chairman of
the American Council for the Arts; Director of the
advisory board of Chase Manhattan Bank of
Rochester, The High Yield Income Fund, Inc.,
Prudential Equity Fund, Inc., Prudential GNMA Fund,
Inc. and Prudential Institutional Liquidity
Portfolio, Inc.; Trustee of Prudential California
Municipal Fund, Pru dential Municipal Series Fund
and The Target Portfolio Trust.

Robin B. Smith (55), President (since September Director -0-
1981) and Chief Executive Officer (since January
1988) of Publishers Clearing House; Director of
BellSouth Corporation, Huffy Corporation, The
Omnicom Group, Inc., Springs Industries, Inc.,
Texaco Inc., First Financial Fund, Inc., Global
Utility Fund, Inc., The Global Yield Fund, Inc.,
The High Yield Income Fund, Inc., The High Yield
Plus Fund, Inc., and Prudential Institutional
Liquidity Portfolio, Inc.; Trustee of The Target
Portfolio Trust.

Class II (Term Expiring in 1996)

*Lawrence C. McQuade (67), Vice Chairman of Director and 749
Prudential Mutual Fund Management, Inc. (PMF) President
(since 1988); Managing Director, Investment
Banking, Prudential Securities Incorporated
(Prudential Securities) (1988-1991); Director of
Quixote Corporation (since February 1992) and
BUNZL, P.L.C. (since June 1991); formerly Director
of Kaiser Tech Ltd., and Kaiser Aluminum and
Chemical Corp. (March 1987-November 1988);

and Crazy Eddie Inc. (1987-1990); formerly
Executive Vice President and Director of W.R. Grace
& Co. (1975-1987); President and Director of The
Global Government Plus Fund, Inc., The Global Yield
Fund, Inc., The High Yield Income Fund, Inc.,
Prudential Adjustable Rate Securities Fund, Inc.,
Prudential Equity Fund, Inc., Prudential Europe
Growth Fund, Inc., Prudential Global Fund Inc.,
Prudential Global Genesis Fund, Inc., Prudential
Global Natural Resources Fund, Inc., Prudential
GNMA Fund, Inc., Prudential Government Income Fund,
Inc., Prudential Growth Opportunity Fund, Inc.,
Prudential High Yield Fund, Inc., Prudential
IncomeVertible(R) Fund, Inc., Prudential
Institutional Liquidity Portfolio, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential
MoneyMart Assets, Prudential Multi-Sector Fund,
Inc., Prudential National Municipals Fund,
Prudential Pacific Growth Fund, Inc., Prudential
Short-Term Global Income Fund, Inc., Prudential
Special Money Market Fund, Prudential Strategist
Fund, Inc., Prudential Structured Maturity Fund,
Inc., Prudential Tax-Free Money Fund and Prudential
Utility Fund, Inc.; President and Trustee of The
BlackRock Government Income Trust, Command
Government Fund, Command Money Fund, Command
Tax-Free Fund, Prudential Allocation Fund,
Prudential California Municipal Fund, Prudential
Equity Income Fund, Prudential Government
Securities Trust, Prudential Municipal Bond Fund,
Prudential Municipal Series Fund, Prudential U.S.
Government Fund and The Target Portfolio Trust.

Stanley E. Shirk (78), Certified Public Accountant Director -0-
and a former senior partner of the accounting firm
of KPMG Peat Marwick; former Management and
Accounting Consultant for the Association of Bank
Holding Companies, Washington, D.C. and the Bank
Administration Institute, Chicago, IL; Director of
The High Yield Income Fund, Inc., Prudential
Adjustable Rate Securities Fund, Inc., Prudential

Government Income Fund, Inc., Prudential
Institutional Liquidity Portfolio, Inc., and
Prudential Special Money Market Fund; Trustee of
The BlackRock Government Income Trust, Command
Government Fund, Command Money Fund, Command
Tax-Free Fund and The Target Portfolio Trust.

Class III (Term Expiring in 1994)

Donald D. Lennox (75), Chairman (since February Director -0-
1990) and Director (since April 1989) of
International Imaging Materials, Inc.; Retired
Chairman, Chief Executive Officer and Director of
Schlegel Corporation (industrial manufacturing)
(March 1987-February 1989); Director of Gleason
Corporation, Navistar International Corporation,
Personal Sound Technologies, Inc., The Global
Government Plus Fund, Inc., The High Yield Income
Fund, Inc., Prudential Global Genesis Fund, Inc.,
Prudential Global Natural Resources Fund, Inc.,
Prudential Institutional Liquidity Portfolio, Inc.,
and Prudential Multi-Sector Fund, Inc.; Trustee of
Prud ential Allocation Fund, Prudential Equity
Income Fund, Prudential Municipal Bond Fund and The
Target Portfolio Trust.

*Richard A. Redeker (51), President, Chief Executive Director -0-
Officer and Director (since October 1993), PMF;
Executive Vice President, Director and Member of
Operating Committee (since October 1993),
Prudential Securities; Director (since October
1993) of Prudential Securities Group, Inc. (PSG);
Vice President, The Prudential Investment
Corporation ( since July 1994), formerly Senior
Executive Vice President and Director of Kemper
Financial Services, Inc. (September 1978-September
1993); Director of The Global Government Plus Fund,
Inc., Global Utility Fund, Inc., The Global Yield
Fund, Inc., The High Yield Income Fund, Inc.,
Prudential Adjustable Rate Securities Fund, Inc.,

Prudential Equity Fund, Inc., Prudential Europe
Growth Fund, Inc., Prudential Global Fund, Inc.,
Prudential Global Genesis Fund, Inc., Prudential
Global Natural Resources Fund, Inc., Prudential
GNMA Fund, Inc., Prudential Government Income Fund,
Inc., Prudential IncomeVertible(R) Fund, Inc.,
Prudential Institutional Liquidity Portfolio, Inc.,
Prudential Intermediate Global Income Fund, Inc.,
Prudential MoneyMart Assets, Prudential
Multi-Sector Fund, Inc., Prudential Pacific Growth
Fund, Inc., Prudential Short-Term Global Income
Fund, Inc., Prudential Special Money Market Fund,
Prudential Strategist Fund, Inc., Prudential
Structured Maturity Fund, Inc. and Prudential
Utility Fund, Inc.; Trustee of The BlackRock
Government Income Trust, Command Government Fund,
Command Money Fund, Command Tax-Free Fund,
Prudential Allocation Fund, Prudential California
Municipal Fund, Prudential Equity Income Fund,
Prudential Municipal Bond Fund, Prudential
Municipal Series Fund, Prudential U.S. Government
Fund and The Target Portfolio Trust.

____________

*Indicates "interested person," as defined in the Investment Company Act of
1940, as amended (the "Investment Company Act"). Messrs. McQuade and Redeker
are deemed to be "interested persons" by reason of their affiliations with
Prudential Mutual Fund Management, Inc. (PMF) and Prudential Securities.

The Directors and officers as a group owned beneficially less than 1% of
the outstanding shares of the Fund at October 21, 1994.

The Fund will pay each of its Directors who is not an affiliated person (as
defined in the Investment Company Act) of PMF an annual fee of $10,000. The
Directors have the option to receive the Director's fee pursuant to a deferred
fee agreement with the Trust. Under the terms of the agree ment, the Fund
accrues daily the amount of such Director's fee in installments which accrue
interest at a rate equivalent to the prevailing rate applicable to 90-day U.S.
Treasury Bills at the beginning of each calendar quarter or, pursuant to an
exemptive order of the Securities and Exchange Commission (SEC), at the rate of
return of the Fund. Payment of the interest so accrued is also deferred and
accruals become payable at the option of the Director. The Fund's obligation to
make payments of deferred Directors' fees, together with interest thereon, is a
general obligation of the Fund. The Fund will reimburse all Directors for their
out-of-pocket travel expenses. For the

fiscal year ended August 31, 1994, Directors' fees and expenses amounted to
$40,000 and $393, respectively. As of August 31, 1994, Mr. Dorsey and Ms. Smith
have elected to receive their Director's fees pursuant to a deferred fee
agreement with the Fund.

There were four meetings of the Fund's Board of Directors during the fiscal
year ended August 31, 1994, all of which were regularly scheduled meetings. The
Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the engagement of independent
public accountants and reviews with the independent public accountants the plan
and results of the audit engagement and matters having a material effect upon
the Fund's financial operations. The Audit Committee consists of Messrs. Dorsey,
Lennox and Shirk and Ms. Smith, the non-affiliated Directors of the Fund. The
Audit Committee met twice during the fiscal year ended August 31, 1994. For the
fiscal year ended August 31, 1994 all of the Directors attended 75% or more of
the total number of meetings of the Board of Directors and all committees of
which he or she was a member.

The executive officers of the Fund, other than as shown above, are: Robert
F. Gunia, Vice President, and S. Jane Rose, Secretary, having held such offices
since October 1, 1987, Susan C. Cote, Treasurer and Principal Financial and
Accounting Officer, having held such office since October 11, 1990, and
Marguerite E. H. Morrison, Assistant Secretary, having held such office since
May 6, 1992. Mr. Gunia is 47 years old and is currently Chief Administrative
Officer (since July 1990), Director, Executive Vice President, Treasurer and
Chief Financial Officer (since June 1987) of PMF and a Senior Vice President of
Prudential Securities. He is also Vice President and Director (since May 1989)
of The Asia Pacific Fund, Inc. Ms. Rose is 48 years old and is a Senior Vice
President (since January 1991) and Senior Counsel (since June 1987) of PMF and a
Senior Vi ce President and Senior Counsel of Prudential Securities (since July
1992). Prior thereto, she was a First Vice President (June 1987-December 1990)
of PMF and a Vice President and Associate General Counsel of Prudential
Securities. Ms. Cote is 39 years old and is a Senior Vice President (since
January 1989) of PMF, and a Senior Vice President (since January 1992) of
Prudential Securities. Prior thereto, she was a Vice President (January
1986-December 1991) of Prudential Securities. Ms. Morrison is 38 years old and
is a Vice President and Associate General Counsel (since June 1991) of PMF and a
Vice President and Associate General Counsel of Prudential Securities. The
executive officers of the Fund are elected annually by the Board of Directors at
their meeting following the Annual Meeting of Shareholders.

Directors must be elected by a vote of a majority of the shares present at
the meeting in person or by proxy and entitled to vote thereupon.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 1.

MANAGEMENT OF THE FUND

The Manager

Prudential Mutual Fund Management, Inc., (PMF), One Seaport Plaza, New
York, New York 10292, serves as the Fund's Manager under a management agreement
dated as of December 15, 1988 (the Management Agreement).

The Management Agreement was last approved by the Board of Directors of the
Fund, including a majority of the Directors who are not parties to such contract
or interested persons of such parties (as defined in the Investment Company Act)
on April 12, 1994 and was approved by shareholders on December 15, 1988. For the
fiscal year ended August 31, 1994, PMF received a management fee of $583,987.

Terms of the Management Agreement

Pursuant to the Management Agreement, PMF, subject to the supervison of the
Fund's Directors and in conformity with the stated policies of the Fund, is
responsible for managing or providing for the management of the investment of
the Fund's assets. In this regard, PMF provides supervision of the Fund's
investments, furnishes a continuous investment program for the Fund's portfolio
and places purchase and sale orders for portfolio securities of the Fund and
other investments. The Prudential Investment Corporation (PIC), a wholly-owned
subsidiary of The Prudential Insurance Company of America (Prudential), provides
such services pursuant to a subadvisory agreement dated December 15, 1988 with
PMF (the Subadvisory Agreement). PMF also administers the Fund's corporate
affairs, subject to the supervision of the Fund's Directors and, in connection
therewith, furnishes the Fund with office facilities, together with those
ordinary clerical and bookkeeping services which are not being furnished by the
Fund's Transfer and Dividend Disbursing Agent and Custodian.

PMF has authorized any of its directors, officers and employees who have
been elected as Directors or officers of the Fund to serve in the capacities in
which they have been elected. All services furnished by PMF under the Management
Agreement may be furnished by any such directors, officers or employees of PMF.
In connection with the administration of the corporate affairs of the Fund, PMF
bears the following expenses:

(a) the salaries and expenses of all personnel of the Fund and PMF,
except the fees and expenses of Directors not affiliated with PMF or the
Fund's investment adviser;

(b) all expenses incurred by PMF or by the Fund in connection with
administering the ordinary course of the Fund's business, other than those
assumed by the Fund, as described below; and

The Fund pays PMF for the services performed and the facilities furnished
by it a fee at an annual rate of .70 of 1% of the Fund's average daily net
assets. This fee is computed weekly and paid monthly.

The Management Agreement provides that PMF will not be liable to the Fund
for any error of judgment by PMF or for any loss suffered by the Fund in
connection with the

matters to which the Management Agreement relates except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services or willful misfeasance, bad faith, gross negligence or reckless
disregard of duty. Except as indicated above, the Fund is responsible under the
Management Agreement for the payment of its expenses, including (a) the fees
payable to PMF, (b) the fees and expenses of Directors who are not affiliated
with PMF or the investment adviser, (c) the fees and certain expenses of the
Fund's Custodian and Transfer and Dividend Disbursing Agent, including the cost
of providing records of the Fund and of pricing Fund shares, (d) the charges and
expenses of the Fund's legal counsel and independent accountants, (e) brokerage
commissions and any issue or transfer taxes chargeable to the Fund in connection
with its securities transactions, (f) all taxes and corporate fees payable by
the Fund to governmental agencies, (g) the fees of any trade association of
which the Fund may be a member, (h) the cost of fidelity and liability
insurance, (i) the fees and expenses involved in registering and maintain ing
registration of the Fund and of its shares with the Securities and Exchange
Commission and registering the Fund and qualifying its shares under state
securities laws, including the preparation and printing of the Fund's
registration statement and prospectus for such purposes, (j) allocable
communications expenses with respect to investor services and all expenses of
shareholders' and Board of Directors' meetings and of preparing, printing and
mailing prospectuses and reports to shareholders, (k) litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund's business and (l) the cost of any share
certificates representing shares of the Fund.

The Management Agreement also provides that it will terminate automatically
if assigned and that it may be terminated without penalty by the Board of
Directors of the Fund, by vote of a majority of the Fund's outstanding voting
securities (as defined in the Investment Company Act) or by the Manager, upon
not more than 60 days' nor less than 30 days' written notice.

Information about PMF

PMF, a subsidiary of Prudential Securities and an indirect, wholly-owned
subsidiary of Prudential, was organized in May 1987 under the laws of the State
of Delaware. PMF acts as a manager for the following investment companies:

Open-End Management Investment Companies: The BlackRock Government Income
Trust, Command Government Fund, Command Money Fund, Command Tax-Free Fund,
Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc., Prudential Allocation
Fund, Prudential Adjustable Rate Securities Fund, Inc. Prude ntial California
Municipal Fund, Prudential Equity Fund, Inc., Prudential Equity Income Fund,
Prudential Europe Growth Fund, Inc., Prudential Global Fund, Inc., Prudential
Global Genesis Fund, Inc., Prudential Global Natural Resources Fund, Inc.,
Prudential GNMA Fund, Inc., Prudential Government Income Fund, Inc., Prudential
Government Securities Trust, Prudential Growth Opportunity Fund, Inc.,
Prudential High Yield Fund, Inc., Prudential IncomeVertible(R) Fund, Inc.,
Prudential Institutional Liquidity Portfolio, Inc., Prudential Intermediate
Global Income Fund, Inc., Prudential MoneyMart Assets Fund, Inc., Prudential

Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential Munici-
pal Series Fund, Prudential National Municipals Fund, Inc., Prudential Pacific
Growth Fund, Inc., Prudential Short-Term Global Income Fund Inc.,
Prudential-Bache Special Money Market Fund, Inc. (d/b/a Prudential Special Money
Market Fund), Prudential Structured Maturity Fund, Inc., Prudential Strategist
Fund, Inc., Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential
Tax-Free Money Fund), Prudential U.S. Government Fund and Prudential Utility
Fund, Inc.

Closed-End Management Investment Companies: The Global Government Plus
Fund, Inc., The Global Yield Fund, Inc. and The High Yield Income Fund, Inc.

The business and other connections of PMF's directors and principal
executive officers of PMF are set forth below. Except as otherwise indicated,
the address of each person is One Seaport Plaza, New York, New York 10292.

Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ----------------------

Brendan D. Boyle ............ Executive Vice Executive Vice President and
President and Director of Marketing, PMF;
Director of Senior Vice President,
Marketing Prudential Securities

John D. Brookmeyer, Jr. ..... Director Senior Vice President,
Two Gateway Center Prudential; Senior Vice
Newark, NJ 07102 President, PIC

Susan C. Cote ............... Senior Vice Senior Vice President, PMF;
President Senior Vice President,
Prudential Securities

Stephen P. Fisher ........... Senior Vice Senior Vice President, PMF;
President Senior Vice President,
Prudential Securities

Frank W. Giordano ........... Executive Vice Executive Vice President,
President, General Counsel and
General Secretary, PMF; Senior
Counsel and Vice President, Prudential
Secretary Securities

Robert F. Gunia ............. Executive Vice Executive Vice President,
President, Chief Chief Financial and Admin-
Financial and istrative Officer, Treasurer
Administrative and Director, PMF; Senior
Officer, Vice President, Prudential
Treasurer and Securities
Director

Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ----------------------

Eugene B. Heimberg ........ Director Senior Vice President,
Prudential Plaza Prudential; President,
Newark, NJ 07102 Director and Chief Invest-
ment Officer, PIC

Lawrence C. McQuade ......... Vice Chairman Vice Chairman, PMF

Leland B. Paton ............. Director Executive Vice President,
Director and member of
Operating Committee,
Prudential Securities;
Director, PSG

Richard A. Redeker .......... President, Chief President, Chief Executive
Executive Officer and Director, PMF;
Officer Executive Vice President,
and Director Director and Member of
the Operating Committee,
Prudential Securities;
Director, PSG;
Vice President, PIC

S. Jane Rose ............... Senior Vice Senior Vice President, Senior
President, Counsel and Assistant
Senior Counsel Secretary, PMF; Senior
and Assistant Vice President and Senior
Secretary Counsel, Prudential
Securities

Donald G. Southwell ......... Director Senior Vice President,
213 Washington Street Prudential; Director, PSG
Newark, NJ 07102

The Subadviser

Investment advisory services are provided to the Fund by PMF through its
affiliate, The Prudential Investment Corporation (PIC or the Subadviser),
Prudential Plaza, Newark, New Jersey 07102, under a Subadvisory Agreement. The
Subadvisory Agreement was last approved by the Board of Directors of the Fund,
including a majority of the Directors who are not parties to such contract or
interested persons of such parties (as defined in the Investment Company Act),
on April 12, 1994, and was approved by shareholders on December 15, 1988.

Terms of the Subadvisory Agreement

Pursuant to the Subadvisory Agreement, PIC, subject to the supervision of
PMF and the Board of Directors and in conformity with the stated policies of the
Fund, manages the investment operations of the Fund and the composition of the
Fund's portfolio, including the purchase, retention and disposition of
securities and other investments. PIC is reimbursed by PMF for reasonable costs
and expenses incurred by it in furnishing such services. The fees paid by the
Fund to PMF under the Management Agreement with PMF are not affected by this
arrangement. PIC keeps certain books and records required to be

maintained pursuant to the Investment Company Act. The investment advisory
services of PIC to the Fund are not exclusive under the terms of the Subadvisory
Agreement and PIC is free to, and does, render investment advisory services to
others.

PIC has authorized any of its directors, officers and employees who may be
elected as Directors or officers of the Fund to serve in the capacities in which
they have been elected. Services furnished by PIC under the Subadvisory
Agreement may be furnished by any such directors, officers or employees of PIC.
The Subadvisory Agreement provides that PIC shall not be liable for any error of
judgment or for any loss suffered by the Fund or PMF in connection with the
matters to which the Subadvisory Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on PIC's part in the
performance of its duties or from its reckless disregard of duty. The
Subadvisory Agreement provides that it shall terminate automatically if assigned
or upon termination of the Management Agreement and that it may be terminated
without penalty by either party upon not more than 60 days' or less than 30
days' written notice.

Information about PIC

The business and other connections of PIC's directors and certain executive
officers are set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07102.

Name and Address Position with PIC Principal Occupations
- ---------------- ----------------- ----------------------

Martin A. Berkowitz ......... Senior Vice Senior Vice President and
President and Chief Financial and Com-
Chief Financial pliance Officer, PIC;
and Compliance Vice President, Prudential
Officer

William M. Bethke ........... Senior Vice Senior Vice President,
Two Gateway Center President Prudential; Senior Vice
Newark, NJ 07102 President, PIC

John D. Brookmeyer, Jr. ..... Senior Vice Senior Vice President,
Two Gateway Center President Prudential; Senior Vice
Newark, NJ 07102 President, PIC

Eugene B. Heimberg ......... President, President, Director and
Director Chief Investment
and Chief Officer, PIC; Senior
Investment Vice President, Prudential
Officer

Garnett L. Keith, Jr. ....... Director Vice Chairman and Director,
Prudential; Director, PIC

Name and Address Position with PIC Principal Occupations
- ---------------- ----------------- ----------------------

William P. Link ............. Senior Vice Executive Vice President,
Four Gateway Center President Prudential; Senior Vice
Newark, NJ 07102 President, PIC

Richard A. Redeker ........ Vice President President, Chief Executive
One Seaport Plaza Officer and Director,
New York, NY 10292 PMF; Executive Vice
President, Director and
member of Operating
Committee, Prudential
Securities; Direcor, PSG;
Vice President, PIC

James W. Stevens ............ Executive Vice Executive Vice President,
Four Gateway Center President Prudential; Executive
Newark, NJ 07102 Vice President, PIC;
Director, PSG

Robert C. Winters ........... Director Chairman of the Board and
Chief Executive Officer,
Prudential; Director, PIC;
Chairman of the Board,
PSG

Claude J. Zinngrabe, Jr. .... Executive Vice Vice President, Prudential;
President Executive Vice President,
PIC

Portfolio Transactions

The Manager is responsible for decisions to buy and sell securities,
futures and options on futures for the Fund, the selection of brokers and
dealers and futures commission merchants to effect the transactions and the
negotiation of brokerage commissions, if any. For purposes of this section, the
term "Manager" includes the Subadviser.

Fixed-income securities are generally traded on a "net" basis with dealers
acting as principal for their own accounts without a stated commission, although
the price of the security will likely include a profit to the dealer. In
underwritten offerings, securities are usually purchased at a fixed price which
includes an amount of compensation to the underwriter, generally referred to as
the underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid. The Fund will not deal with Prudential
Securities (or an affiliate thereof) in any transaction in which Prudential
Securities or its affiliate acts as principal.

In placing orders for portfolio securities of the Fund, the Manager is
required to give primary consideration to obtaining the most favorable price and
efficient execution. This means that the Manager will seek to execute each
transaction at a price and commission, if any, which provide the most favorable
total cost or proceeds reasonably attainable in the circumstances. While the
Manager generally seeks reasonably competitive spreads or

commissions, the Fund will not necessarily be paying the lowest spread or
commission available. Within the framework of the policy of obtain ing the most
favorable price and efficient execution, the Manager will consider research and
investment services provided by brokers, dealers or futures commission merchants
who effect or are parties to portfolio transactions of the Fund, the Manager or
the Manager's other clients. Such research and investment services are those
which brokerage houses customarily provide to institutional investors and
include statistical and economic data and research reports on particular issues
and industries. Such services are used by the Manager in connection with all of
its investment activi ties, and some of such services obtained in connection
with the execution of transactions for the Fund may be used in managing other
investment accounts. Conversely, brokers furnishing such services may be
selected for the execution of transactions of such other accounts, whose
aggregate assets are far larger than the Fund, and the services furnished by
such brokers may be used by the Manager in providing investment management for
the Fund. Commission rates are established pursuant to negotiations with a
broker or dealer based on the quality and quantity of execution services pro
vided by the broker or dealer in light of generally prevailing rates. The
allocation of orders among brokers and the commission rates paid will be
reviewed periodically by the Board of Directors.

Purchases and sales of securities, futures or options on futures on an
exchange (including a board of trade) may be effected through securities brokers
or futures commission merchants who charge a commission for their services.
Orders may be directed to any broker or futures commission merchant including,
to the extent and in the manner permitted by applicable law, Prudential
Securities and its affiliates. In order for Prudential Securities or its
affiliates to effect any such transaction for the Fund, the commissions, fees or
other remuneration received by Prudential Securit ies or its affiliates must be
reasonable and fair compared to the commissions, fees or other remuneration paid
to other brokers or futures commission merchants in connection with comparable
transactions involving similar securities, futures or options on futures being
purchased or sold on an exchange during a comparable period of time. This
standard would allow Prudential Securities or its affiliates to receive no more
than the remuneration which would be expected to be received by an unaffiliated
broker or futures commission merchant in a commensurate arms-length transaction.
Furthermore, the Board of Directors of the Fund, including the majority of the
Directors who are not "interested" Directors, has adopted procedures which are
reasonably designed to provide that any commissions, fees or other remuneration
paid to Prudential Securities or its affiliates are consistent with the
foregoing standard. Brokerage transactions with Prudential Securities or its
affiliates are also subject to such fiduciary standards as may be imposed upon
Prudential Securities or its affiliates by applicable law.

For the fiscal year ended August 31, 1994, the Fund paid no brokerage
commissions to Prudential Securities.

APPROVAL OF A MODIFICATION OF THE FUND'S INVESTMENT
RESTRICTION LIMITING THE FUND'S ABILITY TO INVEST IN
A SECURITY IF THE FUND WOULD HOLD MORE THAN
TEN PERCENT OF ANY CLASS OF SECURITIES OF AN ISSUER
(Proposal No. 2)

On July 26, 1994, at the request of the Fund's Manager and Subadviser, the
Board of Directors considered and recommends for shareholder approval
modification of Investment Restriction No. 3 to delete the restriction that
prohibits the Fund from purchasing a security if the Fund would hold more than
10% of any class of securities of an issuer.

The Fund currently may not purchase a security if the Fund would then hold
more than 10% of any class of securities of an issuer. Under this restriction,
all preferred stock issues, and all debt issues are each taken as a separate
single class. The Fund's Subadviser believes the restricti on is confining and
has requested its deletion. This restriction is not required under federal
securities laws. If the proposal is approved, and a state securities commission
requires inclusion of this limitation, the Fund would continue to comply with
the restriction as a non-fundamental operating policy so long as the Fund sells
its shares in that state.

Investment Restriction No. 3 currently provides that the Fund may not:

Purchase more than 10% of the voting securities, or more than 10% of any
class of securities, of any issuer. For purposes of this restriction, all
outstanding debt securities of an issuer are considered as one class, and
all preferred stocks of an issuer are considered as one class.

The Board of Directors is proposing that Investment Restriction No. 3 be
modified to provide that the Fund may not:

Purchase more than 10% of the voting securities of any issuer.

Currently, the Fund may not hold more than 10% of the voting securities of
an issuer pursuant to Section 5(b)(1) of the Investment Company Act and state
securities laws. This restriction would remain in effect.

The Board of Directors believes that adoption of Proposal No. 2 is in the
best interests of the Fund and its shareholders.

Required Vote

Adoption of Proposal No. 2 requires the approval of a majority of the
outstanding voting securities of the Fund. Under the Investment Company Act, a
majority of the Fund's outstanding voting securities is defined as the lesser of
(i) 67% of the Fund's outstanding voting shares represented at a meeting at
which more than 50% of the Fund's outstanding voting shares are present in
person or represented by proxy, or (ii) more than 50% of the Fund's outstanding
voting shares. If the proposed change in investment policy is not approved, the
current limitations would remain a fundamental policy which could not be changed
without the approval of a majority of the outstanding voting securities of the
Fund.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 2.

RATIFICATION OF INDEPENDENT ACCOUNTANTS
(Proposal No. 3)

The Board of Directors of the Fund, including a majority of the members of
the Board of Directors who are not interested persons of the Fund, have selected
Price Waterhouse LLP as independent accountants for the Fund for the Fund's
fiscal year ending August 31, 1995. The ratification of the selection of
independent accountants is to be voted on at the Meeting and it is intended that
the persons named in the accompanying proxy vote for Price Waterhouse LLP. No
representative of Price Waterhouse LLP is expected to be present at the Meeting.

The Board of Directors' policy regarding engaging independent accountants'
services is that management may engage the Fund's principal independent
accountants to perform any service(s) normally provided by independent
accounting firms, provided that such service(s) meets any and all of the
independence requirements of the American Institute of Certified Public
Accountants and the Securities and Exchange Commission. The Audit Committee will
review and approve services provided by the independent accountants prior to
their being rendered. The Board of Directors also receives a report from its
Audit Committee relating to all services after they have been performed by the
Fund's independent accountants.

The affirmative vote of at least a majority of the shares present, in
person or by proxy, at the meeting is required for ratification.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 3.

OTHER MATTERS

No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon according to their best judgment in the
interests of the Fund.

SHAREHOLDER PROPOSALS

A shareholder proposal intended to be presented at the Annual Meeting of
Shareholders of the Fund in 1995 hereinafter called must be received by the Fund
on or before August 4, 1994 in order to be included in the Fund's proxy
statement and form of proxy relating to that meeting and presented at the
meeting. The mere submission of a proposal by a shareholder does not guarantee
that such proposal will be included in the proxy statement because certain rules
under the federal securities laws must be complied with before inclusion of the
proposal is required.

S. Jane Rose
Secretary
Dated: November 7, 1994

Shareholders who do not expect to be present at the meeting and who wish to
have their shares voted are requested to date and sign the enclosed proxy and
return it in the enclosed envelope. No postage is required if mailed in the
United States.

Exhibit A

PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

DECEMBER 31, 1993

ASSETS

Cash and short-term investments ................................ $ 42,667,507

Loan to affiliate .............................................. 85,000,000

Management, administration and other fees receivable ........... 17,897,292

Transfer agency and fiduciary fees receivable .................. 3,744,874

Furniture, equipment and leasehold improvements, net ........... 10,495,702

Other assets ................................................... 4,676,430
------------
$164,481,805
============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

Due to affiliates .............................................. $ 48,794,366

Accounts payable and accrued expenses .......................... 11,208,209

Income taxes payable to affiliate - net ...................... 2,937,828
------------
62,940,403
------------

COMMITMENTS (Note 6)

STOCKHOLDERS' EQUITY:

Class A common stock, $1 par value (1,000
shares authorized, 850 shares outstanding) ................... 850

Class B common stock, $1 par value (1,000
shares authorized, 150 shares,outstanding) ................... 150

Additional paid-in capital ..................................... 24,999,000

Retained earnings .............................................. 76,541,402
------------
101,541,402
------------
$164,481,805
============

See notes to consolidated statement of financial condition.

A-1

PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
December 31, 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Prudential Mutual Fund Management, Inc. ("PMF") and subsidiaries (the
"Company"), an indirect wholly-owned subsidiary of The Prudential Insurance
Company of America (the "Prudential"), were created to operate as the
manager, distributor and/or transfer agent for investment companies.

Principles of Consolidation

The consolidated financial statement includes the accounts of PMF and its
wholly-owned subsidiaries, Prudential Mutual Fund Services, Inc. ("PMFS") and
Prudential Mutual Fund Distributors, Inc. ("PMFD"). All intercompany profits,
transactions and balances have been eliminated.

Income Taxes

The Company is a member of a group of affiliated companies which join in
filing a consolidated Federal income tax return. Pursuant to a tax allocation
agreement, tax expense is determined for individual profitable companies on a
separate return basis. Profit members pay this amou nt to an affiliated
company which in turn apportions the payment among the loss members in
proportion to their losses. In January 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). The adoption of SFAS 109 did not have a material effect on the
Company's financial position.

2. SHORT-TERM INVESTMENTS

At December 31, 1993, the Company had invested $35,411,571 in several money
market funds which PMF manages.

3. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Furniture, equipment and leasehold improvements consist of the following:

Furniture ................................................. $ 6,481,799

Equipment ................................................. 9,181,984

Leasehold improvements ................................... 3,407,213
-----------
19,070,996

Less accumulated depreciation and amortization 8,575,294
-----------
$10,495,702
===========

A-2

4. RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company participates in a variety of
financial and administrative transactions with affiliates.

The loan to affiliate bears interest at 3.45 percent at December 31, 1993 and
is due on demand.

The caption "Due to affiliates" includes $18,241,795 at December 31, 1993 for
reimbursement of employee compensation and benefits, and other administrative
and operating expenses. This amount is noninterest-bearing and payable on
demand.

The Company has entered into subadvisory agreements with The Prudential
Investment Corporation ("PIC"), a wholly-owned subsidiary of Prudential.
Under these agreements, PIC furnishes investment advisory services to
substantially all the funds for which the Company acts as Manager. At
December 31, 1993 there were unpaid fees due to PIC of $23,926,277, included
in the caption "Due to affiliates."

Distribution expenses include commissions and account servicing fees paid to,
or on account of, financial advisors of Prudential Securities Incorporated
("Prudential Securities") and Pruco Securities Corporation ("PruSec"),
affiliated broker-dealers and indirect wholly-owned subsidiaries of
Prudential, advertising expenses, the cost of printing and mailing
prospectuses to potential investors, and indirect and overhead costs of
Prudential Securities and PruSec, including lease, utility, communications
and sales promotion expenses. At December 31, 1993 there were unpaid
distribut ion expenses of approximately $6,626,000, included in the caption
"Due to affiliates."

5. CAPITAL

PMFD is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1), which
requires the maintenance of minimum net capital and requires that the ratio
of aggregate indebtedness to net capital, both as defined, shall not exceed
15 to 1. At December 31, 1993, PMFD had net capital of $2,308,981, which was
$1,859,405 in excess of its required net capital of $449,576. PMFD had a
ratio of aggregate indebtedness to net capital of 2.9 to 1.

6. COMMITMENTS

The Company leases office space under operating leases expiring in 2003. The
leases are subject to escalation based upon certain costs incurred by the
lessor. Future minimum rentals, as of December 31, 1993, under the leases,
are as follows:

Year Minimum Rental
---- --------------

1994 $ 2,738,000

1995 2,865,000

1996 3,375,000

1997 3,385,000

1998 3,230,000

Thereafter 13,800,000
-----------

$29,393,000
===========

A-3

7. PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company has two defined benefit pension plans (the "Plans") sponsored by
the Prudential and Prudential Securities. The Plans cover substantially all
of the Company's employees. The funding policy is to contribute annually the
amount necessary to satisfy the Internal Revenue Service funding standards.
In addition, the Company has two defined benefit plans for key executives,
the Supplemental Retirement Plan (SRP) for which estimated pension costs are
currently accrued but not funded.

The Company provides certain health care and life insurance benefits for
eligible retired employees. Effective January 1, 1993, the Company adopted
Statement of Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions" ("SFAS 106"). SFAS 106
changed the practice of accounting for postretirement benefits on a cash
basis to an accrual basis, whereby employers record the projected future cost
of providing such postretirement benefits as employees render services
instead of when benefits are paid. This new accounting method has no effect
on the Company's cash outlays for these retirement benefits. The adoption of
SFAS 106 did not materially impact the Company's financial position.

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits," ("SFAS 112") which is effective for fiscal years beginning after
December 15, 1993. Although several benefits are fully insured which result
in no SFAS 112 obligation, the Company currently has an obligation and
resulting expense under SFAS 112 for medical benefits provided under
long-term disability. The Company will adopt SFAS 112 on January 1, 1994.
Management believes that implementation will have no material effect on the
Company's financial position.

8. CONTINGENCY

On October 12, 1993, a purported class action lawsuit was instituted against
PMF, et al and certain current and former directors of a fund managed by PMF.
The plaintiffs seek damages in an unspecified amount for excessive management
and distribution fees they allege were incurred by them. Although the outcome
of this litigation cannot be predicted at this time, the defendants believe
they have meritorious defenses to the claims asserted in the complaint and
intend to defend this action vigorously. In any case, management does not
believe that the outcome of this action is likely to have a material adverse
effect on the Company's financial position.

A-4

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
Prudential Mutual Fund Management, Inc.:

We have audited the accompanying consolidated statement of financial condition
of Prudential Mutual Fund Management, Inc. and subsidiaries as of December 31,
1993. This consolidated financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
consolidated financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated statement of financial
condition. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such consolidated statement of financial condition presents
fairly, in all material respects, the financial position of Prudential Mutual
Fund Management, Inc. and subsidiaries at December 31, 1993 in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE
New York, New York
January 26, 1994

A-5

[ ] PLEASE MARK VOTES AS IN
THIS EXAMPLE
With- For All
For hold Except
1.) ELECTIONS OF DIRECTORS [ ] [ ] [ ]

Nominees: Class III
Donald D. Lennox and Richard A. Redeker

If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line
through the nominee's name. Your shares will be voted for
the remaining nominee(s).

2.) To approve an amendment of the Fund's investment
restriction limiting the Fund's ability to invest in a
security if the Fund would hold more than 10% of any
class of securities of an issuer.
For Against Abstain
[ ] [ ] [ ]

Please be sure to mark, sign, date and return the ------------------
Proxy card promptly using the enclosed envelope. Date
- -------------------------------------------------------------------------

- --- Shareholder sign here ------------------------- Co-owner sign here---

For Against Abstain
3.) To ratify the selection of Price
Waterhouse LLP as independent
accountants for the fiscal year
ending August 31, 1995 [ ] [ ] [ ]

4.) In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the
Meeting.

THE HIGH YIELD INCOME FUND, INC.

P R O X Y
NOTE:

Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
adminis- trator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name
by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

Mark box at right if address change is noted
on the reverse side of this card. [ ]

RECORD DATE SHARES:

THE HIGH YIELD INCOME FUND, INC.
One Seaport Plaza
New York, New York 10292

This Proxy is solicited on behalf of the Board of Directors. The undersigned
hereby appoints Susan C. Cote, S. Jane Rose and Marguerite E. H. Morrison as
Proxies, each with the power of substitution, and hereby authorizes each of them
to represent and to vote, as designated on the reverse side of this card, all
the shares of Common Stock of The High Yield Income Fund, Inc. held of record by
the undersigned on October 7, 1994 at the Annual Meeting of Shareholders to be
held on December 7, 1994, or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this Proxy will be voted
FOR Proposals 1 and 2.

- --------------------------------------------------------------------------------
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------

Please sign this Proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.

- --------------------------------------------------------------------------------

ADDRESS CHANGE:

----------------------------------------

The High Yield Income
Fund, Inc.
Needs
Your Proxy Vote
Before
December 7, 1994

Many shareholders think their votes are not important.

On the contrary, they are vital.

The Annual Meeting of Shareholders on December 7, 1994 will have to be
adjourned without conducting any business if less than a majority of the
eligible shares are represented.

And the Fund, at shareholders' expense, will have to continue to solicit votes
until a quorum is obtained.

Your vote, then, could be critical in allowing the Fund to hold the Meeting as
scheduled, so please return your proxy card as soon as possible.

All shareholders will benefit from your cooperation.

Thank you.