BROWN & WOOD
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
TELEPHONE: (212) 839-5300
FACSIMILE: (212) 839-5599

July 21, 1995

VIA ELECTRONIC FILING

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attn: Division of Investment Management

Re: Senior High Income Portfolio, Inc.
Definitive Proxy Materials

Gentlemen:

On behalf of Senior High Income Portfolio, Inc. (the "Fund") and
pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 (the
"Securities Exchange Act"), transmitted herewith is the Notice of 1995 Annual
Meeting of Stockholders, Proxy Statement and Form of Proxy to be used in
connection with the Fund's 1995 Annual Meeting of Stockholders to be held on
September 8, 1995. It is anticipated that copies of the enclosed proxy materials
will be released to security holders on July 24, 1995. The filing fee of $125
pursuant to Item 22(a)(2) of Schedule 14A under the Securities Exchange Act
was previously transmitted on behalf of the Fund in accordance with
17 C.F.R. 202.3a.

Please direct any communications relating to this filing to the
undersigned at (212) 839-5394.

Sincerely,

/s/ Robert J. Borzone, Jr.

Enclosures

cc (w/e): Laurin Blumenthal Kleiman, Esq.

As filed with the Securities and Exchange Commission on July 21, 1995
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:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[x] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SENIOR HIGH INCOME PORTFOLIO, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 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:

(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.

[ ] 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 previous 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 Statement 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.

SENIOR HIGH INCOME PORTFOLIO, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

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

NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 8, 1995

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

To The Stockholders of Senior High Income Portfolio, Inc.:

Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Meeting") of Senior High Income Portfolio, Inc. (the "Fund") will be held at
the offices of Merrill Lynch Asset Management, 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, September 8, 1995 at 9:30 A.M. for the
following purposes:

(1) To elect a Board of Directors to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund for its
current fiscal year; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on July 14, 1995 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.

A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of
the Fund for any purpose germane to the Meeting during ordinary business
hours from and after August 25, 1995, at the office of the Fund, 800 Scudders
Mill Road, Plainsboro, New Jersey 08536. You are cordially invited to attend
the Meeting. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON
ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed
proxy is being solicited on behalf of the Board of Directors of the Fund.

By Order of the Board of Directors

PATRICK D. SWEENEY
Secretary

Plainsboro, New Jersey
Dated: July 21, 1995

PROXY STATEMENT

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

SENIOR HIGH INCOME PORTFOLIO, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

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

1995 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 8, 1995

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Senior High Income Portfolio,
Inc., a Maryland corporation (the "Fund"), to be voted at the 1995 Annual
Meeting of Stockholders of the Fund (the "Meeting"), to be held at the
offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, September 8, 1995 at 9:30 A.M. The
approximate mailing date of this Proxy Statement is July 24, 1995.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the Board of Directors to serve for the
ensuing year, and for the ratification of the selection of independent
auditors to serve for the Fund's current fiscal year. Any proxy may be
revoked at any time prior to the exercise thereof by giving written notice to
the Secretary of the Fund at the Fund's address indicated above or by voting
in person at the Meeting.

The Board of Directors has fixed the close of business on July 14, 1995 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournment thereof. Stockholders on
the record date will be entitled to one vote for each share held, with no
shares having cumulative voting rights. As of July 14, 1995, the Fund had
outstanding 25,388,292 shares of common stock, par value $.10 per share
("Common Stock"). To the knowledge of the Fund, as of July 14, 1995, no
person is the beneficial owner of more than five percent of its outstanding
shares of Common Stock.

The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented
for consideration at the Meeting. If any other matter is properly presented,
it is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.

ITEM 1. ELECTION OF DIRECTORS

At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected
and qualified. It is intended that all properly executed proxies will be
voted (unless such authority has been withheld in the proxy) in favor of the
persons designated as Directors to be elected by holders of Common Stock.

The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute
nominee or nominees as the Board of Directors may recommend.

Certain information concerning the nominees is set forth as follows:

Ronald W. Forbes((1)(2)) 54 Professor of Finance, School of 1993 200
1400 Washington Avenue Business, State University of New York
Albany, New York 12222 at Albany since 1989 and Associate
Professor prior thereto; Member, Task
Force on Municipal Securities Markets,
Twentieth Century Fund.
Cynthia A. Montgomery((1)(2)) 42 Professor, Harvard Business School since 1993 0
Harvard Business School 1989; Associate Professor, J.L. Kellogg
Soldiers Field Road Graduate School of Management,
Boston, Massachusetts 02163 Northwestern University from 1985 to
1989; Assistant Professor, Graduate
School of Business Administration, The
University of Michigan from 1979 to
1985; Director, UNUM Corporation.
Charles C. Reilly((1)(2)) 64 Self-employed financial consultant since 1993 13,450
9 Hampton Harbor Road 1990; President and Chief Investment
Hampton Bays, New York Officer of Verus Capital, Inc. from 1979
11946 to 1990; Senior Vice President of
Arnhold and S. Bleichroeder, Inc. from
1973 to 1990; Adjunct Professor,
Columbia University Graduate School of
Business, 1990; Adjunct Professor,
Wharton School, The University of
Pennsylvania, 1990; Partner, Small
Cities Cable Television since 1986.

SHARES
OF COMMON
STOCK OF
THE FUND
PRINCIPAL OCCUPATIONS DURING BENEFICIALLY
PAST FIVE YEARS DIRECTOR OWNED AT
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS((1)) SINCE JULY 14, 1995
- ------------------------------ ----- ------------------------------------------ --------- ----------------
Kevin A. Ryan((1)(2)) 62 Founder, current Director and Professor 1993 734
127 Commonwealth Avenue of The Boston University Center for the
Chestnut Hill, Massachusetts Advancement of Ethics and Character;
02167 Professor of Education at Boston
University from 1982 until 1994;
formerly taught on the faculties of The
University of Chicago, Stanford
University and The Ohio State
University.
Richard R. West((1)(2)) 57 Professor of Finance since 1984, and 1993 10,000
482 Tepi Drive Dean from 1984 to 1993, New York
Southbury, Connecticut 06488 University Leonard N. Stern School of
Business Administration; Professor of
Finance at the Amos Tuck School of
Business Administration from 1976 to
1984, and Dean from 1976 to 1983;
Director of Vornado, Inc. (real estate
investment trust), Bowne & Co., Inc.
(financial printer), Smith-Corona
Corporation (manafacturer of typewriters
and word processors) and Alexander's
Inc. (real estate company).
Arthur Zeikel*((1)) 63 President of Fund Asset Management, L.P. 1993 0
P.O. Box 9011 ("FAM", which term as used herein
Princeton, New Jersey includes its corporate predecessors)
08543-9011 since 1977; President of Merrill Lynch
Asset Management, L.P. ("MLAM", which
term as used herein includes its
corporate predecessors) since 1977;
President and Director of Princeton
Services, Inc. ("Princeton Services")
since 1993; Executive Vice President of
Merrill Lynch & Co., Inc. ("ML&Co.")
since 1990; Executive Vice President of
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") since
1990 and a Senior Vice President thereof
from 1985 to 1990; Director of Merrill
Lynch Funds Distributor, Inc. ("MLFD").
(Footnotes on following page)

(Footnotes for preceding pages)

* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
(1) Each of the nominees is a director, trustee or member of an advisory
board of certain other investment companies for which FAM or MLAM acts as
investment adviser. See "Compensation of Directors and Officers" below.
(2) Member of Audit Committee of the Board of Directors.

Committees and Board of Directors' meetings. The Board of Directors has a
standing Audit Committee which consists of the Directors who are not
"interested persons" of the Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of
the annual audit conducted by the Fund's independent auditors and the
evaluation by such auditors of the accounting procedures followed by the
Fund. The non-interested Directors have retained independent legal counsel to
assist them in connection with these duties. The Board of Directors does not
have a nominating committee.

During the fiscal year ended February 28, 1995, the Board of Directors held
ten meetings and the Audit Committee held four meetings. All of the
Directors then in office attended at least 75% of the total number of
meetings of the Board of Directors and the total number of meetings held by
all committees of the Board on which he/she served during such period.

Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities,
to file reports of ownership and changes in ownership on Forms 3, 4 and 5
with the Securities and Exchange Commission (the "SEC") and the New York
Stock Exchange. Officers, directors and greater than ten percent stockholders
are required by SEC regulations to furnish the Fund with copies of all Forms
3, 4 and 5 that they file.

Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Forms 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment
Company Act (i.e., any advisory board member, investment adviser or
affiliated person of the Fund's investment adviser) have complied with all
filing requirements applicable to them with respect to transactions during
the Fund's most recent fiscal year, except that John W. Fraser inadvertently
filed a late report to disclose his election as a Vice President of the Fund,
and except that Elizabeth Griffin inadvertently filed a late report to
disclose her election as a Senior Vice President of FAM.

Interested Persons. The Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates.
Mr. Zeikel is the President of the Fund and the President of FAM and MLAM.

Compensation of Directors and Officers. FAM, the investment adviser, pays
all compensation of all officers of the Fund and all Directors of the Fund
who are affiliated with ML&Co. or its subsidiaries. The Fund pays each
Director not affiliated with FAM a fee of $2,000 per year plus $400 per
meeting attended, together with such Director's actual out-of-pocket expenses
relating to attendance at meetings. The Fund also pays each member of its
Audit Committee, which consists of all of the non-affiliated Directors, a fee
of $1,000 per year, together with such Director's out-of-pocket expenses
relating to attendance at meetings. The Chairman of the Audit Committee
receives an additional annual fee of $1,000. These fees and expenses
aggregated $24,355 for the fiscal year ended February 28, 1995.

The following table sets forth for the fiscal year ended February 28, 1995,
compensation paid by the Fund to the non-affiliated Directors and for the
calendar year ended December 31, 1994, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM
Advised Funds"), to the non-affiliated Directors.

PENSION OR RETIREMENT TOTAL COMPENSATION FROM
AGGREGATE BENEFITS ACCRUED AS FUND AND FAM/MLAM
COMPENSATION PART ADVISED FUNDS PAID TO
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
- ---------------------------- ------------- ----------------------- ------------------------

Ronald W. Forbes((1)) $4,600 None $154,400
Cynthia A. Montgomery((1)) $4,600 None $133,817
Charles C. Reilly((1)) $4,600 None $276,900
Kevin A. Ryan((1)) $4,600 None $154,400
Richard R. West((1)) $5,600 None $300,900

(1) In addition to the Fund, the Directors serve on the Boards of other
FAM/MLAM Advised Funds as follows: Mr. Forbes (36 funds); Ms. Montgomery (36
funds); Mr. Reilly (54 funds); Mr. Ryan (36 funds); and Mr. West (54 funds).

Officers of the Fund. The Board of Directors has elected eight officers of
the Fund. The following sets forth information concerning each of these
officers:

OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ------------------------------------------------------- ---------------- ----- ----------

Arthur Zeikel ......................................... President 63 1993
President of FAM since 1977; President of MLAM since
1977; President and Director of Princeton Services
since 1993; Executive Vice President of Merrill Lynch
since 1990 and Senior Vice President from 1985 to
1990; Executive Vice President of ML&Co. since 1990;
Director of MLFD.
Terry K. Glenn ........................................ Executive Vice 54 1993
Executive Vice President of FAM and MLAM since 1983; President
President and Director of Princeton Services since
1993; President of MLFD since 1986 and Director since
1991.
N. John Hewitt ........................................ Senior Vice 60 1993
Senior Vice President of FAM and MLAM since 1980 and President
Vice President thereof from 1979 to 1980.
R. Douglas Henderson ................................. Vice President 37 1993
Vice President of MLAM since 1989; Vice President,
Leveraged Finance Department, Security Pacific
Merchant Bank from 1987 to 1989; Vice President,
Corporate Finance and Banking Department, Security
Pacific Merchant Bank from 1983 to 1987.
John W. Fraser ........................................ Vice President 34 1994
Vice President of MLAM since 1991; Vice President,
Corporate Bond Department, Continental Bank from 1988
to 1991; Analyst, Drexel Burnham Lambert Commercial
Paper, Inc. from 1987 to 1988; Second Vice President,
Chase Manhattan Bank from 1985 to 1987.

OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ------------------------------------------------------- ---------------- ----- ----------
Donald C. Burke ...................................... Vice President 35 1993
Vice President and Director of Taxation of MLAM since
1990; Employee of Deloitte & Touche llp from 1981 to
1990.
Gerald M. Richard ..................................... Treasurer 46 1993
Senior Vice President and Treasurer of FAM and MLAM
since 1984; Senior Vice President and Treasurer of
Princeton Services since 1993; Treasurer of MLFD
since 1984 and Vice President since 1981.
Patrick D. Sweeney ................................... Secretary 41 1993
Vice President of MLAM since 1990; Vice President and
Associate Counsel of Security Pacific Merchant Bank
from 1988 to 1990; Lawyer in private practice from
1981 to 1988.

Stock Ownership. At July 14, 1995, the Directors and officers of the Fund as
a group (thirteen persons) owned an aggregate of less than 1% of the Common
Stock of the Fund outstanding at such date. At such date, Mr. Zeikel, a
Director and Officer of the Fund, and the other officers of the Fund owned an
aggregate of less than 1% of the outstanding shares of common stock of ML&Co.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte
& Touche LLP ("D&T"), independent auditors, to examine the financial
statements of the Fund for the current fiscal year. The Fund knows of no
direct or indirect financial interest of D&T in the Fund. Such appointment is
subject to ratification or rejection by the stockholders of the Fund. Unless
a contrary specification is made, the accompanying proxy will be voted in
favor of ratifying the selection of such auditors.

D&T also acts as independent auditors for ML&Co. and all of its subsidiaries
and for most of the other investment companies for which FAM or MLAM acts as
investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it
from the Fund. The Board of Directors of the Fund considered the fact that
D&T has been retained as the independent auditors for ML&Co. and the other
entities described above in its evaluation of the independence of D&T with
respect to the Fund.

Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners
of the shares of the Fund. The Fund may also hire proxy solicitors at the
expense of the Fund.

In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of the Fund's securities entitled to vote at the Meeting, present
in person or by proxy), supplementary solicitation may be made by mail,
telephone, telegraph or personal interview by officers of the Fund. It is
anticipated that the cost of such supplementary solicitation, if any, will be
nominal.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will
be voted "FOR" the Director nominees and "FOR" the ratification of D&T as
independent auditors for the Fund.

Broker-dealer firms, including Merrill Lynch, holding Fund shares in "street
name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on
each Item before the Meeting. The Fund understands that, under the rules of
the New York Stock Exchange, such broker-dealer firms may, without
instructions from their customers and clients, grant authority to the proxies
designated to vote on the election of Directors (Item 1) and ratification of
the selection of independent auditors (Item 2) if no instructions have been
received prior to the date specified in the broker-dealer firm's request for
voting instructions. Accordingly, the Fund will include shares held of record
by broker-dealers as to which such authority has been granted in its
tabulation of the total number of votes present for purposes of determining
whether the necessary quorum of shareholders exists. Proxies which are
returned but which are marked "abstain" or on which a broker-dealer has
declined to vote on any Item ("broker non-votes"), will be counted as present
for the purposes of a quorum. Merrill Lynch has advised that it intends to
exercise discretion over shares held in its name for which no instructions
are received by voting such shares in the same proportion as it has voted
shares for which it has received instructions. Abstentions and broker
non-votes will not be counted as votes cast. Absentions and broker non-votes,
therefore, will not have an effect on the vote on Items 1 or 2.

ADDRESS OF INVESTMENT ADVISER

The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.

ANNUAL REPORT DELIVERY

The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended February 28, 1995, to any stockholder upon request. Such
requests should be directed to Senior High Income Portfolio, Inc., P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, or to
1-800-456-4587 ext. 123.

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 1996 Annual Meeting of
Stockholders of the Fund, which is anticipated to be held in September 1996,
and desires to have the proposal included in the Fund's proxy statement and
form of proxy for that meeting, the stockholder must deliver the proposal to
the offices of the Fund by April 5, 1996.

By Order of the Board of Directors

PATRICK D. SWEENEY
Secretary

Dated: July 21, 1995

SENIOR HIGH INCOME PORTFOLIO, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Patrick D.
Sweeney as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the common stock of Senior High Income Portfolio, Inc. (the "Fund") held of
record by the undersigned on July 14, 1995 at the annual meeting of stockholders
of the Fund to be held on September 8, 1995 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)

PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK.

1.ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary nominees listed
below) [ ] below [ ]

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

Ronald W. Forbes, Cynthia A. Montgomery, Charles C. Reilly, Kevin A. Ryan,
Richard R. West, Arthur Zeikel

2.Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3.In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, 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 persons.

Dated: ________________________________________ , 1995

X ____________________________________________________
Signature

X ____________________________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.