SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            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:


[_]  Preliminary Proxy Statement            [_] Soliciting Material Under Rule
[_]  Confidential, For Use of the                14a-12
     Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials




                         The High Yield Income Fund Inc.
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                (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] No fee required.
[_] 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:

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2) Aggregate number of securities to which transaction applies:

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3)   Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[_] Fee paid previously with preliminary materials:

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[_]  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:

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     2) Form, Schedule or Registration Statement No.:

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     3) Filing Party:

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     4) Date Filed:

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                        THE HIGH YIELD INCOME FUND, INC.
                              GATEWAY CENTER THREE
                            NEWARK, NEW JERSEY 07102

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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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

To Our Shareholders:


     Notice is hereby given that the 2003 Annual Meeting of Shareholders (the
Meeting) of The High Yield Income Fund, Inc. (the Fund) will be held on December
4, 2003, at 10:00 a.m., Eastern Standard time, at 100 Mulberry Street, Gateway
Center Three, 14th Floor, Newark, New Jersey 07102, for the following purposes:

          1.   To elect six directors.

          2.   To approve proposed Charter Amendments.

          3.   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 10, 2003
as the record date for the determination of shareholders entitled to vote at the
Meeting or any adjournment thereof.




                                               Deborah A. Docs

                                                 SECRETARY


Dated: October 31, 2003


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  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.
                              GATEWAY CENTER THREE
                            NEWARK, NEW JERSEY 07102

                                   ----------

                                 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 Fund's solicitation of
proxies for use at the Annual Meeting of  Shareholders to be held on December 4,
2003 at 10:00 a.m.,  Eastern  Standard  Time,  at 100 Mulberry  Street,  Gateway
Center  Three,  14th  Floor,  Newark,  New Jersey  07102,  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 each proposal. A proxy may be revoked at any time 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  any  proposed  item are not
received,  the Chairman of the Meeting may adjourn the Meeting to permit further
solicitation  of  proxies.  In the event that a meeting is  adjourned,  the same
procedures will apply at a later meeting date.

     Since  Proposal No. 1 is to be determined by a plurality of the votes cast,
each  "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  entitled to vote shares on a  particular  matter with  respect to
which the broker or nominee does not have  discretionary  power) and  abstention
will be considered present for purposes of determining the existence of a quorum
for the  transaction of business but, not being cast, will have no effect on the
outcome of such matter. Approval of Proposal No. 2 requires the affirmative vote
of a majority of the Fund's outstanding common stock. Approval of Proposal No. 3
requires the  affirmative  vote of two-thirds of the Fund's  outstanding  common
stock. As such,  abstentions and broker  non-votes will effectively act as votes
"against" Proposals No. 2 and 3.

     The close of business on October 10, 2003 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  11,522,068  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
accompanying  form of proxy will first be mailed to shareholders of record on or
about  October 31,  2003.  The most recent  annual  report for the Fund is being
mailed to shareholders together with this Proxy Statement.

     As of October 10, 2003, there were no shareholders of record that held more
than 5% of the  outstanding  shares of the Fund.  As of October  10,  2003,  the
percentage  of shares  beneficially  owned by any Director or Nominee and by all
Directors  and  Officers  of the  Fund  as a  group,  did not  exceed  1% of the
outstanding shares of common stock of the Fund.

     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 Wachovia  Securities
LLC (Wachovia  Securities).  In addition, the Board of Directors of the Fund has
authorized  management to retain,  at their  discretion,  Georgeson  Shareholder
Communications,  Inc., a proxy  solicitation firm, to assist in the solicitation
of proxies  for this  Meeting.  The cost of  solicitation,  including  specified
expenses, is estimated to be approximately $9,000 and will be borne by the Fund.



                                       1



     Prudential  Investments  LLC (PI or the  Manager),  Gateway  Center  Three,
Newark,  New Jersey  07102,  serves as the  Fund's  Manager  under a  management
agreement dated as of December 15, 1988 (the Management  Agreement).  Investment
advisory  services  are  provided  to the  Fund  by PI  through  its  affiliate,
Prudential  Investment  Management,  Inc.  (PIM or the  Subadviser),  Prudential
Plaza,  Newark, New Jersey 07102,  under a Subadvisory  Agreement dated December
15, 1988. Both PI and PIM are indirect,  wholly owned subsidiaries of Prudential
Financial, Inc. (Prudential). As of June 30, 2003, PI, a wholly owned subsidiary
of Prudential,  served as the manager to open-end investment  companies,  and as
manager or  administrator  to closed-end  investment  companies  with  aggregate
assets of approximately $110.1 billion. The Fund has a Board of Directors which,
in addition to  overseeing  the  actions of the Fund's  Manager and  Subadviser,
decides upon matters of general policy.

                              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 Class  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 twelve  Directors  apportioned  among the
classes as indicated below:

     Class I - Messrs. LaBlanc, McCorkindale, Odenath and Weil

     Class II - Ms. Gold, Ms. Smith and Messrs. Gunia and Mooney

     Class III - Ms. Rice and Messrs.  Munn, Redeker
and Stoneburn.

     Messrs.  Gunia,  Munn and Redeker and Ms. Rice have previously been elected
by shareholders.


     Ms.  Teeters,  who was  previously a member of Class I,  resigned her Board
seat  effective  as of April 23,  2003.  Ms. Gold and Messrs.  Mooney,  Weil and
Odenath have  expressed  their  intention to resign  effective as of the Meeting
date.  On May 27,  2003,  the Board  appointed  Robert E. LaBlanc and Douglas H.
McCorkindale  to serve as Class I Directors,  Robin B. Smith to serve as a Class
II Director and Stephen  Stoneburn to serve as a Class III Director,  each to be
submitted  for approval by  Shareholders.  In addition,  the Board has nominated
David E.A. Carson to become a Class I Director and Clay T. Whitehead to become a
Class II Director,  for election by shareholders  at the Meeting.

     These  changes  are part of a larger  effort  among the  Prudential  retail
mutual fund complex to elect a common Board for each retail Fund in the complex,
consisting of the same or similar set of persons.  The Fund's current  Directors
believe that creating a common retail Fund Board is in the best interests of the
Fund. The principal reasons are:


     o  to bring additional experience and diversity of viewpoints to the Board;

     o  to bring the benefit of experience derived from service on the boards of
        the other Prudential mutual funds;

     o  to promote continuity on the Board; and

     o  to achieve  efficiencies and coordination in operation,  supervision and
        oversight  of the  Funds  which  may be  derived  from  having  the same
        individuals  serve on the Board of each of the Prudential  retail mutual
        funds.

     Pertinent information about each nominee is set forth below.

     At each Annual Meeting,  Directors will be elected to hold office until the
earlier to occur of (i) the next meeting of  shareholders  at which Directors of
that Class are elected and their  successors  are elected and  qualified or (ii)
the expiration of their terms in accordance with the Fund's retirement policy or
(iii)  until  they  resign  or are  removed  as  permitted  by law.  The  Fund's
retirement policy generally calls for the retirement of Directors on December 31
of the year in which they reach the age of 75.

                                       2



BOARD NOMINEES FOR ELECTION AT THE MEETING

     At the Meeting,  shareholders  will be asked to vote on the election of the
nominees  listed below,  to serve in the Classes and for the terms indicated and
until their successors have been elected and qualified:

     CLASS I NOMINEES (to serve until 2006):
     David E. A. Carson
     Robert E. La Blanc
     Douglas H. McCorkindale

     CLASS II NOMINEES (to serve until 2004):
     Robin B. Smith
     Clay T. Whitehead

     CLASS III NOMINEE (to serve until 2005):
     Stephen Stoneburn


     It is the intention of the persons  named in the enclosed  proxy to vote in
favor of the  election  of each of the  nominees  listed  above,  and each  such
nominee  has  consented  to be  named  in the  Proxy  Statement  and to serve as
Director 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.


     CONTINUING DIRECTORS

     Since  they have  already  been  elected  by  shareholders,  the  following
Directors will continue their service past the Meeting:

     Class II: Mr. Gunia, whose term expires in 2004.

     Class III:  Ms. Rice and Messrs.  Munn and  Redeker,  whose terms expire in
2005.

                             MANAGEMENT OF THE FUND

     Information  pertaining  to the  Directors  of the Fund and Nominees is set
forth  below.  Directors  who are not deemed to be  "interested  persons" of the
Fund,  as  defined  in the  Investment  Company  Act of 1940,  as  amended  (the
Investment  Company  Act  or the  1940  Act)  are  referred  to as  "Independent
Directors".  Directors who are deemed to be "interested persons" of the Fund are
referred to as "Interested  Directors".  "Fund Complex" consists of the Fund and
any other investment companies managed by PI. None of the Nominees is related to
another.  None of the Fund's  Independent  Directors  nor persons  nominated  to
become Independent Directors owns shares of Prudential or its affiliates.

                                       3



                   DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS



                                                                                          NUMBER OF
                                                                                        PORTFOLIOS IN
                                                                                        FUND COMPLEX+              OTHER
                                           TERM OF                                       OVERSEEN BY           DIRECTORSHIPS**
                         POSITION(S)      OFFICE AND                                     DIRECTOR OR         HELD BY DIRECTOR OR
NAME, ADDRESS*            HELD WITH       LENGTH OF        PRINCIPAL OCCUPATION(S)       NOMINEE FOR               NOMINEE
AND AGE                    THE FUND      TIME SERVED        DURING PAST FIVE YEARS        DIRECTOR              FOR DIRECTOR
--------------------     ------------    ------------    ---------------------------    -------------    ---------------------------
                                                                                          
David E. A. Carson       None                 --         Director (January 2000              99          Director of United
(69)                     Board                           to May 2000), Chairman                          Illuminating and UIL
                         Nominee                         (January 1999 to                                Holdings (utility company)
                         Class I***                      December 1999), Chairman                        since May 1993.
                                                         and Chief Executive
                                                         Officer (January 1998 to
                                                         December 1998) and
                                                         President, Chairman
                                                         and Chief Executive
                                                         Officer (1983-1997) of
                                                         People's Bank.

Robert E. La Blanc       Currently,           --         President (since 1981)              119         Director of Storage
(69)                     Class I                         of Robert E. La Blanc                           Technology Corporation
                         Director, also                  Associates, Inc.                                (since 1979) (technology);
                         Board                           (telecommunications);                           Chartered Semiconductor
                         Nominee                         formerly General Partner                        Manufacturing, Ltd. (since
                         Class I***                      at Salomon Brothers and                         1998) Titan Corporation
                                                         Vice-Chairman of                                (electronics) (since 1995);
                                                         Continental Telecom;                            Computer Associates
                                                         Trustee of Manhattan                            International, Inc.
                                                         College.                                        (since 2002) (software
                                                                                                         company); FiberNet Telecom
                                                                                                         Group, Inc. (since 2003)
                                                                                                         (telecom company); Director
                                                                                                         (since April 1999) of The
                                                                                                         High Yield Plus Fund, Inc.


                                                          4





                                                                                         NUMBER OF
                                                                                       PORTFOLIOS IN
                                                                                       FUND COMPLEX+              OTHER
                                          TERM OF                                       OVERSEEN BY           DIRECTORSHIPS**
                        POSITION(S)      OFFICE AND                                     DIRECTOR OR         HELD BY DIRECTOR OR
NAME, ADDRESS*           HELD WITH       LENGTH OF        PRINCIPAL OCCUPATION(S)       NOMINEE FOR               NOMINEE
AND AGE                   THE FUND      TIME SERVED        DURING PAST FIVE YEARS        DIRECTOR              FOR DIRECTOR
--------------------    ------------    ------------    ---------------------------    -------------    ---------------------------
                                                                                         
Douglas H.              Currently,           --          Chairman (since February           101         Director of Gannett Co.,
McCorkindale            Class I                          2001), Chief Executive                         Inc., Director of
(64)                    Director, also                   Officer (since June                            Continental Airlines, Inc.
                        Board                            2000) and President                            (since May 1993); Director
                        Nominee                          (since September 1997)                         of Lockheed Martin Corp.
                        Class I***                       of Gannett Co. Inc.                            (aerospace and defense)
                                                         (publishing and media);                        (since May 2001); Director
                                                         formerly Vice Chairman                         of the High Yield Plus
                                                         (March 1984-May 2000) of                       Fund, Inc. (since 1996).
                                                         Gannett Co. Inc.

Stephen P. Munn         Director          Since 1999     Chairman of the Board              107         Chairman of the Board
(60)                    Class III***                     (since 1994) and                               (since January 1994) and
                                                         formerly Chief Executive                       Director (since 1988) of
                                                         Officer (1988-2001) and                        Carlisle Companies
                                                         President of Carlisle                          Incorporated (manufacturer
                                                         Companies Incorporated.                        of industrial products);
                                                                                                        Director of Gannett Co.,
                                                                                                        Inc. (publishing and media).

Richard A. Redeker      Director          Since 1993     Management Consultant;             102
(60)                    Class III***                     formerly employee of
                                                         Prudential Investments
                                                         (October 1996-December
                                                         1998); Director of
                                                         Invesmart, Inc. (since
                                                         2001) and Director of
                                                         Penn Tank Lines, Inc.
                                                         (since 1999).



                                                          5




                                                                                         NUMBER OF
                                                                                       PORTFOLIOS IN
                                                                                       FUND COMPLEX+              OTHER
                                          TERM OF                                       OVERSEEN BY           DIRECTORSHIPS**
                        POSITION(S)      OFFICE AND                                     DIRECTOR OR         HELD BY DIRECTOR OR
NAME, ADDRESS*           HELD WITH       LENGTH OF        PRINCIPAL OCCUPATION(S)       NOMINEE FOR               NOMINEE
AND AGE                   THE FUND      TIME SERVED        DURING PAST FIVE YEARS        DIRECTOR              FOR DIRECTOR
--------------------    ------------    ------------    ---------------------------    -------------    ---------------------------
                                                                                         
Robin B. Smith (64)     Currently,           --          Chairman of the Board             109          Director of BellSouth
                        Class II                         (since January 2003) of                        Corporation (since 1992).
                        Director, also                   Publishers Clearing
                        Board                            House (direct
                        Nominee                          marketing); formerly
                        Class II***                      Chairman and Chief
                                                         Executive Officer
                                                         (August 1996-January
                                                         2003) of Publishers
                                                         Clearing House.

Stephen Stoneburn       Currently,        --             President and Chief               107                      --
(60)                    Class III                        Executive Officer (since
                        Director, also                   June 1996) of Quadrant
                        Board                            Media Corp. (a
                        Nominee                          publishing company);
                        Class III***                     formerly President (June
                                                         1995-June 1996) of Argus
                                                         Integrated Media, Inc.;
                                                         Senior Vice President
                                                         and Managing Director
                                                         (January 1993-1995) of
                                                         Cowles Business Media
                                                         and Senior Vice
                                                         President of Fairchild
                                                         Publications, Inc.
                                                         (1975-1989).

Clay T. Whitehead       None              --             President (since 1983)            106          Director (since 2000)
(64)                    Board                            of National Exchange                           of The High Yield
                        Nominee                          Inc. (new business                             Plus Fund, Inc.
                        Class II***                      development firm).


                                                          6


                                                           INTERESTED DIRECTORS


                                                                                         NUMBER OF
                                                                                       PORTFOLIOS IN
                                                                                       FUND COMPLEX+              OTHER
                                          TERM OF                                       OVERSEEN BY           DIRECTORSHIPS**
                        POSITION(S)      OFFICE AND                                     DIRECTOR OR         HELD BY DIRECTOR OR
NAME, ADDRESS*           HELD WITH       LENGTH OF        PRINCIPAL OCCUPATION(S)       NOMINEE FOR               NOMINEE
AND AGE                   THE FUND      TIME SERVED        DURING PAST FIVE YEARS        DIRECTOR              FOR DIRECTOR
--------------------    ------------    ------------    -----------------------------  -------------    ---------------------------
                                                                                                     
Judy A. Rice (55)++     President         Director      President, Chief Executive          109                     --
                        and               since 2000.   Officer, Chief Operating
                        Director          President     Officer and Officer-In-Charge
                        Class III***      since 2003.   (since 2003) of PI; Director,
                                                        Officer-in-Charge, President,
                                                        Chief Executive Officer and
                                                        Chief Operating Officer
                                                        (since May 2003) of American
                                                        Skandia AdvisoryServices,
                                                        Inc. and American Skandia
                                                        Investment Services, Inc.;
                                                        Director, Officer-in-Charge,
                                                        President, Chief Executive
                                                        Officer (since May 2003) of
                                                        American Skandia Fund
                                                        Services, Inc.; formerly
                                                        various positions to Senior
                                                        Vice President (1992-1999) of
                                                        Prudential Securities; and
                                                        various positions to Managing
                                                        Director (1975-1992) of
                                                        Salomon Smith Barney; Member
                                                        of Board of Governors of the
                                                        Money Management Institute.



                                                          7




                                                                                         NUMBER OF
                                                                                       PORTFOLIOS IN
                                                                                       FUND COMPLEX+              OTHER
                                          TERM OF                                       OVERSEEN BY           DIRECTORSHIPS**
                        POSITION(S)      OFFICE AND                                     DIRECTOR OR         HELD BY DIRECTOR OR
NAME, ADDRESS*           HELD WITH       LENGTH OF        PRINCIPAL OCCUPATION(S)       NOMINEE FOR               NOMINEE
AND AGE                   THE FUND      TIME SERVED        DURING PAST FIVE YEARS        DIRECTOR              FOR DIRECTOR
--------------------    ------------    ------------    -----------------------------  -------------    ---------------------------
                                                                                          
Robert F. Gunia         Vice              Since         Chief Administrative Officer        189         Vice President and Director
(56)++                  President         1996          (since June 1999) of PI;                        (since May 1989) and
                        and                             Executive Vice President and                    Treasurer (since 1999) of
                        Director                        Treasurer (since January                        The Asia Pacific Fund, Inc.
                        Class II***       1996          1996) of PI; President (since
                                                        April 1999) of PIMS;
                                                        Corporate Vice President
                                                        (since September 1997) of The
                                                        Prudential Insurance Company
                                                        of America (Prudential);
                                                        Director, Executive Vice
                                                        President and Chief
                                                        Administrative Officer (since
                                                        May 2003) of American Skandia
                                                        Investment Services, Inc,
                                                        American Skandia Advisory
                                                        Services, Inc. and American
                                                        Skandia Fund Services, Inc.;
                                                        formerly Senior Vice
                                                        President (March 1987-
                                                        May 1999) of Prudential
                                                        Securities Incorporated
                                                        (PSI).


*    Unless otherwise indicated, the address of each Director or nominee is c/o
     Prudential Investments LLC (PI), Gateway Center Three, 100 Mulberry Street,
     Newark, NJ 07102.

**   This column includes only directorships of companies required to register,
     or file reports with the Securities and Exchange Commission (the SEC) under
     the Securities Exchange Act of 1934 (that is, "public companies") or other
     investment companies registered under the 1940 Act.

***  The Fund's Articles of Incorporation and Amended and Restated Bylaws
     provide that the Board of Directors is divided into three classes of
     Directors, as nearly equal in number as possible. Class Director serves for
     a term of three years, with one class being elected each year. In addition,
     the Board of Directors has adopted a retirement policy which calls for the
     retirement of each Director on December 31 of the year in which the
     Director reaches the age of 75. The table shows the number of years in
     which each Director has served as a Director or officer.

+    The Fund Complex consists of all investment companies managed by PI. The
     Funds for which PI serves as manager include The JennisonDryden Mutual
     Funds, Strategic Partners Funds, American Skandia Advisor Funds, Inc., The
     Prudential Variable Contract Accounts 2, 10, 11, The Target Portfolio
     Trust, The Prudential Series Fund, Inc., American Skandia Trust, and
     Prudential's Gibraltar Fund.

++   Ms. Rice and Mr. Gunia are each deemed to be an "Interested Director"
     because they are officers of the Fund.


                                        8


                                  COMPENSATION


     Pursuant to the  Management  Agreement  with the Fund, the Manager pays all
compensation  of  officers  and  employees  of the  Fund as well as the fees and
expenses of all Interested Directors of the Fund.



     Currently, each Independent Director who serves on the Board of the Fund is
paid  annual  fees as set forth below for his or her service on the Board of the
Fund.  The Directors of the Fund are currently paid a fee of $1,000 per meeting.
In addition,  an Independent  Director who serves on the Executive  Committee is
paid by the Funds in the retail fund cluster an annual  aggregate fee of $10,000
and an Independent Director who chairs the Executive Committee is paid an annual
aggregate  fee of  $18,000.  An  Independent  Director  who  serves on the Audit
Committee is paid on annual aggregate fee of $14,000 and an Independent Director
who chairs the Audit  Committee is paid an annual  aggregate fee of $20,000.  An
Independent  Director who serves on the  Nominating  Committee is paid an annual
aggregate fee of $5,000 and an  Independent  Director who chairs the  Nominating
Committee is paid an annual aggregate fee of $7,000.  Interested  Directors will
continue to receive no compensation  from any Fund.  Board Members will continue
to be reimbursed for any expenses  incurred in attending  meetings and for other
incidental expenses. Board fees are reviewed periodically by the Fund's Board.



     Independent  Directors may defer receipt of their  Directors' fees pursuant
to a deferred fee agreement  with the Fund.  Under the terms of such  agreement,
the Fund accrues deferred Directors' fees daily which, in turn, accrues interest
at a rate equivalent to the prevailing rate of 90-day U.S. Treasury bills at the
beginning of each  calendar  quarter or, at the daily rate of return of any Fund
in the Complex chosen by 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 has no retirement or pension plan for its Directors.

     The following table sets forth the aggregate  compensation paid by the Fund
for the fiscal year ended  August 31,  2003 to the  Independent  Directors.  The
table also shows aggregate  compensation  paid to those Directors for service on
the  Fund's  Board  and the Board of any other  investment  company  in the Fund
Complex, for the calendar year ended December 31, 2002.

                   COMPENSATION PAID TO INDEPENDENT DIRECTORS



                                                               PENSION OR          TOTAL 2002
                                                               RETIREMENT       COMPENSATION FROM
                                             AGGREGATE     BENEFITS ACCRUED       FUND AND FUND
                                            COMPENSATION    AS PART OF FUND      COMPLEX PAID TO
NAME OF INDEPENDENT DIRECTOR, POSITION(1)    FROM FUND          EXPENSES      INDEPENDENT DIRECTORS
-----------------------------------------   ------------   ----------------   ---------------------
                                                                           
Delayne Dedrick Gold--Director ............    $1,754             None              $186,250 (36/88)(2)
Thomas T. Mooney--Director ................    $1,768             None              $201,250 (29/97)(2)
Stephen P. Munn--Director .................    $1,754             None              $118,000 (23/72)(2)
Richard A. Redeker--Director ..............    $1,750             None              $120,500 (23/72)(2)
Nancy H. Teeters ..........................    $1,750             None              $123,000 (24/71)(2)
Louis A. Weil, III--Director ..............    $1,750             None              $113,000 (23/72)(2)


----------
(1)  Interested  Directors do not receive any compensation  from the Fund or any
     fund in the Fund Complex and  therefore  are not shown in the  Compensation
     Table.

(2)  Indicates number of  funds/portfolios  in Fund Complex (including the Fund)
     to which aggregate  compensation relates.


                                       9



     If elected,  the directors will hold office generally  without limit except
that (a) any director may resign; (b) any director may be removed,  but only for
cause and only by the holders of at least 80% of the  combined  voting  power of
all classes of shares of capital  stock  entitled to be voted  generally for the
election for Directors; and (c) the Fund's retirement policy generally calls for
the  retirement  of Directors on December 31 of the year in which they reach the
age of 75. In the event of a vacancy on the Board, the remaining  directors will
fill such vacancy by appointing  another director,  so long as immediately after
such  appointment,  at least  two-thirds of the  directors  have been elected by
shareholders.

     The following tables set forth the dollar range of equity securities in the
Fund beneficially owned by each Director or Nominee, and, on an aggregate basis,
in all registered  investment  companies overseen by that Director of Nominee in
the Fund Complex as of August 31, 2003.

            SHARE OWNERSHIP TABLE--INDEPENDENT DIRECTORS AND NOMINEES




                                                        AGGREGATE DOLLAR RANGE
                                                        OF EQUITY SECURITIES IN
                                        DOLLAR RANGE      ALL FUNDS OVERSEEN
                                         OF EQUITY        (OR TO BE OVERSEEN)
                                       SECURITIES IN   BY DIRECTOR OR NOMINEE IN
NAME OF DIRECTOR                           FUND              FUND COMPLEX
-------------------                    -------------   -------------------------
David E. A. Carson .................       None                   None
Delayne Dedrick Gold ...............       None           $10,001 - $50,000
Robert E. La Blanc .................       None             Over $100,000
Douglas H. McCorkindale ............       None             Over $100,000
Thomas T. Mooney ...................       None                   None
Stephen P. Munn ....................       None             Over $100,000
Richard A. Redeker .................       None             Over $100,000
Robin B. Smith .....................       None             Over $100,000
Stephen Stoneburn ..................       None             Over $100,000
Louis A. Weil, III .................       None                   None
Clay T. Whitehead ..................       None             Over $100,000


                   SHARE OWNERSHIP TABLE--INTERESTED DIRECTORS

                                                        AGGREGATE DOLLAR RANGE
                                        DOLLAR RANGE    OF EQUITY SECURITIES IN
                                         OF EQUITY        ALL FUNDS OVERSEEN
                                       SECURITIES IN        BY DIRECTOR IN
NAME OF DIRECTOR                           FUND              FUND COMPLEX
-------------------                    -------------   -------------------------

David R.Odenath, Jr. ...............       None                   None
Judy A. Rice .......................       None             Over $100,000
Robert F. Gunia ....................       None             Over $100,000

                                       10



     The  following  table  sets  forth  information  regarding  each  class  of
securities  owned  beneficially  or of record by each  Independent  Director  or
Nominee,  and his/her  immediate  family  members,  in an investment  adviser or
principal  underwriter  of  the  Fund  or a  person  (other  than  a  registered
investment  company) directly or indirectly  "controlling,"  "controlled by," or
"under  common  control with" (within the meaning of the 1940 Act) an investment
adviser or principal underwriter of the Fund as of June 30, 2003.

                                 NAME OF
                                OWNERS AND            TITLE              PERCENT
                              RELATIONSHIPS             OF    VALUE OF      OF
NAME OF DIRECTOR OR NOMINEE      TO FUND     COMPANY  CLASS  SECURITIES   CLASS
---------------------------   -------------  -------  -----  ----------   -----
David E. A. Carson ...........      --          --       --      --         --
Delayne Dedrick Gold .........      --          --       --      --         --
Robert F. Gunia ..............
Robert E. La Blanc ...........      --          --       --      --         --
Douglas H. McCorkindale ......      --          --       --      --         --
Thomas T. Mooney .............      --          --       --      --         --
Stephen P. Munn ..............      --          --       --      --         --
David R. Odenath, Jr. ........
Richard A. Redeker ...........      --          --       --      --         --
Judy A. Rice .................
Robin B. Smith ...............      --          --       --      --         --
Stephen Stoneburn ............      --          --       --      --         --
Louis A. Weil, III ...........      --          --       --      --         --
Clay T. Whitehead ............      --          --       --      --         --

                            STANDING BOARD COMMITTEES

     There were four  regularly  scheduled  meetings  and two special  telephone
meetings of the Fund's  Board  Directors  for the fiscal  year ended  August 31,
2003.  The  Board of  Directors  has  established  two  standing  Committees  in
connection with the governance of the Fund--Audit and Nominating. For the fiscal
year ended August 31, 2003, each of the incumbent  Directors other than Mr. Mann
attended 75% or more of the total  number of meetings of Board of Directors  and
all Committees of which he or she was a member.

     The Audit  Committee  consists  of all of the  independent  directors.  The
Fund's Board of Directors has adopted a written charter for the Audit Committee.
The responsibilities of the Audit Committee are to assist the Board of Directors
in  overseeing  the  Fund's  independent   auditors,   accounting  policies  and
procedures,  and other areas  relating to the Fund's  accounting,  auditing  and
control  processes.  The  function  of the  Audit  Committee  and the  Board  of
Directors  is  oversight.   Management  of  the  Fund  is  responsible  for  the
preparation,  presentation  and  integrity of the Fund's  financial  statements.
Management of the Fund is responsible for maintaining appropriate accounting and
financial reporting principles and policies and internal controls and procedures
that provide  compliance  with  accounting  standards  and  applicable  laws and
regulations.  The independent auditors are responsible for planning and carrying
out a proper audit of the Fund's annual financial  statements in accordance with
generally  accepted   accounting   standards.   The  independent   auditors  are
accountable to the Board of Directors and Audit Committee, as representatives of
the  shareholders.  The  Board  of  Directors  has the  ultimate  authority  and
responsibility to retain and terminate the Fund's independent auditors (subject,
if applicable, to shareholder ratification). The Audit Committee met seven times
during the fiscal year ended August 31, 2003.

     The Nominating Committee consists of all of the Independent Directors. This
Committee  interviews  and  recommends  to the Board persons to be nominated for
election as  Directors  by the Fund's  shareholders  and  selects  and  proposes
nominees for election by the Board between annual meetings.  This Committee does
not  normally  consider  candidates  proposed by  shareholders  for  election as
Directors.  The Nominating  Committee also reviews the independence of Directors
currently serving on the Board and recommends to the Board Independent Directors


                                       11



to be selected for  membership on Board  Committees.  The  Nominating  Committee
reviews each  Director's investment  in the Fund,  matters  relating to Director
compensation and expenses and compliance with the Fund's retirement  policy. The
Nominating  Committee  met three times  during the fiscal year ended  August 31,
2003.

     The members of the Audit  Committee  and  Nominating  Committee are Delayne
Dedrick Gold,  Robert E. La Blanc,  Douglas H.  McCorkindale,  Thomas T. Mooney,
Stephen P. Munn, Richard A. Redeker, Robin B. Smith, Stephen Stoneburn and Louis
A. Weil III. In addition to the two standing  Committees of the Fund,  the Board
of Directors has also approved Director  participation in an Executive Committee
designed  to  coordinate  the  governance  of  all of the  mutual  funds  in the
Prudential  mutual fund complex.  The role of the Executive  Committee is solely
advisory  and  consultative,   without  derogation  of  any  of  the  duties  or
responsibilities  of  the  Board  of  Directors.  The  responsibilities  of  the
Executive Committee include: facilitating communication and coordination between
the  Independent  Directors and fund  management on issues that affect more than
one fund; serving as a liaison between the Boards of Trustees/Directors of funds
and fund  management;  developing,  in  consultation  with  outside  counsel and
management, draft agendas for Board Meetings; reviewing and recommending changes
to Board  practices  generally and monitoring and supervising the performance of
legal counsel to the funds generally and the Independent Directors.

     In    accordance    with    Independence    Standards    Board    No.    1,
PricewaterhouseCoopers LLP (PwC), the Fund's independent auditors for the fiscal
year ended August 31, 2003,  has confirmed to the Audit  Committee that they are
independent   with  respect  to  the  Fund.  PwC  has  confirmed  the  following
information:

     o  AUDIT FEES: The aggregate fees billed by PwC for  professional  services
        rendered for the audit of the Fund's annual financial statements for the
        fiscal year ended August 31, 2003 was $30,000.

     o  FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: PwC billed
        no fees for professional  services  rendered to the Fund for information
        technology services relating to financial information systems design and
        implementation  for the Fund's most recent fiscal year.  Similarly,  PwC
        billed  no  fees  for  professional  services  rendered  to  the  Fund's
        investment adviser and any entities controlling,  controlled by or under
        common control with the Fund's investment  adviser that provide services
        to the Fund for information  technology  services  relating to financial
        information  systems  design and  implementation  for the calendar  year
        ended December 31, 2002.

     o  ALL OTHER FEES: The aggregate  fees billed by PwC for services  rendered
        to the Fund,  Fund's  investment  adviser  and any  entity  controlling,
        controlled by or under common control with the Fund's investment adviser
        that provides services to the Fund,  amounted to approximately  $669,150
        for the calendar year ended August 31, 2003.

     The  Audit  Committee  of the  Fund has  considered  whether  the  services
described above are compatible with PwC's independence.

     Representatives of PwC are not expected to be present at the meeting,  will
not have an opportunity to make a statement and are not expected to be available
to respond to questions.

     The report of the Audit  Committee,  dated October 24, 2003, is attached to
this proxy statement as Appendix A.


     The executive officers of the Fund, other than as shown above, are: Deborah
A. Docs,  Secretary,  having held such office since February 1999 and the office
of Assistant Secretary from February 1997 through February 1999, Marguerite E.H.
Morrison, Chief Legal Officer (since May 2003), and Assistant Secretary,  (since
May 2002) and Grace C. Torres,  Treasurer and Principal Financial and Accounting
Officer,  having held such office since  February 1997. Ms. Docs is 45 years old
and  is  a  Vice  President  and  Corporate  Counsel  (since  January  2001)  of
Prudential,  Vice President and Assistant Secretary (since December 1996) of PI,
Vice  President and  Assistant  Secretary  (since May 2003) of American  Skandia
Investment Services, Inc. Ms. Morrison is 47 years old and is Vice President and
Chief Legal Officer--Mutual Funds and Unit Investment Trusts (since August 2000)
of  Prudential;  Senior Vice  President and Secretary  (since April 2003) of PI;
Senior  Vice  President  and  Secretary  (since  May 2003) of  American  Skandia
Investment Services, Inc., American Skandia Advisory Services, Inc. and American
Skandia



                                       12



Fund  Services,  Inc.;  Vice  President and  Assistant  Secretary of PIMS (since
October  2001);   previously  Senior  Vice  President  and  Assistant  Secretary
(February  2001-April 2003) of PI; Vice President and Associate  General Counsel
(December  1996-February  2001) of PI and Vice  President and Associate  General
Counsel (September 1987-September 1996) of Prudential Securities.  Ms. Torres is
44 years old and is Senior Vice  President  (since  January  2000) of PI; Senior
Vice  President and  Assistant  Treasurer  (since May 2003) of American  Skandia
Investment Services, Inc. and American Skandia Advisory Services, Inc.; formerly
First Vice President (December 1996-January 2000) of PI and First Vice President
(March 1993-1999) 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.


     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING  COMPLIANCE.  Section 16(a) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), requires the
officers and  directors of the Fund and persons who own more than ten percent 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 (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 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 Form 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 or prior fiscal years.

REQUIRED VOTE

     Directors must be elected by a vote of a plurality of the votes cast 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" EACH OF
THE NOMINEES INDICATED IN PROPOSAL NO. 1.


          TO APPROVE AMENDMENTS TO THE FUND'S ARTICLES OF INCORPORATION


           (PROPOSALS NO. 2(a) and (b) AND PROPOSALS NO. 3(a) and (b))


BACKGROUND

     The Board of Directors has approved,  submits for shareholder approval, and
recommends that  shareholders  approve,  amendments  (collectively,  the Charter
Amendments) to the Fund's Articles of Incorporation, as amended and supplemented
through the date hereof (the  Charter).  The Board believes that approval of the
Charter  Amendments is in the best  interests of the Fund and its  shareholders,
and recommends that shareholders approve the Charter Amendments described below.

                                       13


                                 PROPOSAL NO. 2


   2(a) BOARD AUTHORITY TO CLASSIFY AND RECLASSIFY, AND INCREASE OR DECREASE,
                           THE FUND'S AUTHORIZED STOCK


EXISTING PROVISION. Article FIFTH of the Charter describes the Fund's authorized
capital stock.

PROPOSED  AMENDMENT.  Article FIFTH would be amended by adding the following new
paragraph:


     "(3) THE BOARD OF DIRECTORS MAY CLASSIFY AND RECLASSIFY ANY UNISSUED SHARES
     OF  CAPITAL  STOCK  (WHETHER  OR  NOT  SUCH  SHARES  HAVE  BEEN  PREVIOUSLY
     CLASSIFIED OR RECLASSIFIED) FROM TIME TO TIME BY SETTING OR CHANGING IN ANY
     ONE OR MORE  RESPECTS  THE CLASS AND  SERIES  DESIGNATIONS  OR  SETTING  OR
     CHANGING IN ANY ONE OR MORE RESPECTS THE  PREFERENCES,  CONVERSION OR OTHER
     RIGHTS,   VOTING  POWERS,   RESTRICTIONS,   LIMITATIONS  AS  TO  DIVIDENDS,
     QUALIFICATIONS,  OR TERMS OR  CONDITIONS  OF  REDEMPTION  OF SUCH SHARES OF
     CAPITAL STOCK. A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS,  WITHOUT ACTION
     BY THE  STOCKHOLDERS,  MAY AMEND THE CHARTER TO  INCREASE  OR DECREASE  THE
     AGGREGATE NUMBER OF SHARES OF STOCK OR THE NUMBER OF SHARES OF STOCK OF ANY
     CLASS OR SERIES THAT THE CORPORATION HAS AUTHORITY TO ISSUE."

MATERIAL EFFECTS AND PURPOSE OF THE PROPOSED AMENDMENT.


     (1)  Pursuant to the  amendment,  and to the extent  permitted  by the 1940
          Act,  our Board of  Directors  will have the  authority to increase or
          decrease the number of  authorized  shares of capital  stock,  without
          further action by the shareholders. In addition, the amendment permits
          our Board of Directors,  without shareholder  approval,  to the extent
          permitted  by the 1940 Act, to  authorize  and issue shares of capital
          stock in one or more additional classes or series, including preferred
          stock,  and to fix the  relative  designations,  and terms,  including
          dividend  or  interest  rates,   conversion  prices,   voting  rights,
          redemption prices, maturity dates, powers,  preferences and privileges
          of the  additional  classes or series of capital  stock,  and  similar
          matters,  any or all of which may be  greater  than the  rights of the
          common  stock.  Our Board of Directors  will be able to authorize  and
          issue  additional  classes  or series of capital  stock  with  voting,
          conversion  or other  rights  that could  adversely  affect the voting
          power and other rights of the holders of common  stock,  including the
          right to  override  the vote of  holders of common  stock.  Additional
          classes  or series of capital  stock  could  thus be  authornized  and
          issued  quickly  with terms  that  could  delay or prevent a change in
          control of us or make removal of our management  more  difficult.  The
          cost of issuance of shares of additional  classes and series of common
          stock may be borne by  holders  of  common  stock.  Additionally,  the
          issuance of additional classes or series of capital stock may decrease
          the market  price of our  common  stock and may  adversely  affect the
          voting and other rights of the holders of our common stock. We have no
          present plans to increase our authorized capital stock or to establish
          and issue any classes or series of capital  beyond common  stock.  The
          Board of  Directors  will  retain  the  right it now has to issue  any
          shares  of  capital  stock   authorized   without  further  action  by
          shareholders.


     (2)  We believe that this Charter  Amendment is in the best interest of the
          Fund and its  shareholders  because it will permit the Board to attend
          to  administrative  matters  such as creating new classes or series of
          stock,  or increasing or decreasing  the total number of shares of any
          class or series, without requiring the Fund to devote the time to, and
          incur the expense of, calling a shareholder meeting.


                      2(b) SUPERMAJORITY VOTING PROVISIONS

EXISTING  PROVISION.  Maryland law generally  requires approval of two-thirds of
the outstanding voting shares of a corporation to conduct certain  extraordinary
events, such as certain types of charter amendments, mergers, dissolution, share
exchanges,  consolidations and asset transfers.  However, Maryland law permits a
corporation  to  include  in its  charter a  provision  which  reduces  the vote
required for such extraordinary events. The Fund's Charter



                                       14



does not  currently  contain  such a  provision,  except with respect to charter
amendments,  which are discussed in Proposal No. 3. PROPOSED AMENDMENT.  Article
FIFTH would be amended by adding the following new paragraph:

     "(4)  NOTWITHSTANDING  ANY PROVISION OF LAW REQUIRING THE  AUTHORIZATION OF
     ANY ACTION BY A GREATER  PROPORTION  THAN A MAJORITY OF THE TOTAL NUMBER OF
     SHARES OF ALL CLASSES AND SERIES OF CAPITAL STOCK OF THE  CORPORATION OR OF
     THE TOTAL  NUMBER OF SHARES OF ANY CLASS OR SERIES OF CAPITAL  STOCK OF THE
     CORPORATION  ENTITLED TO VOTE AS A SEPARATE  CLASS,  SUCH  ACTION  SHALL BE
     VALID AND EFFECTIVE IF AUTHORIZED BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF
     A  MAJORITY  OF THE  TOTAL  NUMBER  OF SHARES  OF ALL  CLASSES  AND  SERIES
     OUTSTANDING  AND  ENTITLED  TO VOTE  THEREON,  OR OF THE  CLASS  OR  SERIES
     ENTITLED TO VOTE THEREON AS A SEPARATE CLASS, AS THE CASE MAY BE, EXCEPT AS
     OTHERWISE PROVIDED IN THE CHARTER OF THE CORPORATION."

MATERIAL EFFECT AND PURPOSE OF THE PROPOSED  AMENDMENT.  This Charter  Amendment
would permit the Fund to enter into certain extraordinary  transactions upon the
approval of a majority of the outstanding  voting shares.  We believe this is in
the best  interest of the Fund  because we believe  that  requiring a two-thirds
vote for such events could permit a small number of shareholders, by withholding
necessary votes, to essentially veto transactions which might be advantageous to
the Fund and its shareholders as a whole. The Fund has no plan to enter into any
extraordinary  transactions at the present time.  Please note that the following
existing  Charter  provisions  (contained in Articles Sixth,  Eighth,  Ninth and
Tenth,  respectively)  which  specifically set a higher voting requirement would
NOT be changed by this Charter Amendment: removal of any Director, or the entire
Board,  from  office;  conversion  of the Fund from a  closed-end  company to an
open-end  Company;  protections  that are built  into the  Charter in respect of
transactions with insiders; and the ability to amend Charter provisions relating
to the preceding matters.


REQUIRED VOTE

     Approval of each of Proposals  No. 2(a) and (b)  requires  the  affirmative
vote of a majority of the Fund's outstanding common stock.

THE BOARD OF DIRECTORS OF THE FUND  RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS NO.
2(a) and (b).


                                 PROPOSAL NO. 3


                            3(a) NUMBER OF DIRECTORS


EXISTING   PROVISION.   Article  SIXTH  of  the  Charter   describes  the  size,
classification,  and  filling  of  vacancies  of the  Board,  and the tenure and
removal of Directors.

PROPOSED  AMENDMENT.  Article  SIXTH would be amended by adding the following as
the second sentence:

     "THE NUMBER OF DIRECTORS OF THE  CORPORATION  MAY BE INCREASED OR DECREASED
     PURSUANT TO THE BYLAWS OF THE CORPORATION."



MATERIAL EFFECT AND PURPOSE OF THE PROPOSED AMENDMENT. The Fund's current Bylaws
permit  the Board to set the number of  Directors  at no fewer than three and no
more than 20,  provided that a change in the size of the Board cannot affect the
tenure of any  incumbent.  Although we believe that the Board  currently has the
power under Maryland law to change the number of Directors,  we believe it is in
the best interest of the Fund to remove any potential uncertainty regarding this
power.  If the proposed  amendment is adopted,  the Fund will continue to divide
the  Board of  Directors  into  three  classes,  as  nearly  equal in  number as
possible.



                                       15



                         3(b) FUTURE CHARTER AMENDMENTS


EXISTING PROVISION.  Article TENTH,  Paragraph 1 of the current Charter provides
that most Charter  provisions can be amended only upon the  affirmative  vote of
the  holders of a majority  of the common  shares.  Article  TENTH,  Paragraph 2
requires a two-thirds shareholder vote for amendments to Articles SIXTH, EIGHTH,
NINTH and TENTH.

PROPOSED AMENDMENT. Article TENTH, Paragraph 1 would be deleted and replaced
with the following:

     "THE  CORPORATION  RESERVES  THE  RIGHT  FROM  TIME TO  TIME  TO  MAKE  ANY
     AMENDMENTS TO THE CHARTER OF THE CORPORATION  WHICH MAY NOW OR HEREAFTER BE
     AUTHORIZED BY LAW,  INCLUDING ANY AMENDMENT  ALTERING THE TERMS OR CONTRACT
     RIGHTS,  AS EXPRESSLY SET FORTH IN THE CHARTER OF THE  CORPORATION,  OF ANY
     SHARES OF ITS OUTSTANDING  STOCK BY  CLASSIFICATION,  RECLASSIFICATION,  OR
     OTHERWISE.  EXCEPT AS PROVIDED IN  PARAGRAPH  2 OF THIS  ARTICLE,  ANY SUCH
     AMENDMENT  REQUIRING THE VOTE OF STOCKHOLDERS  SHALL BE VALIDLY APPROVED BY
     THE AFFIRMATIVE VOTE OF HOLDERS OF A MAJORITY OF THE OUTSTANDING  SHARES OF
     COMMON STOCK ENTITLED TO VOTE THEREON."
MATERIAL EFFECTS AND PURPOSE OF THE PROPOSED AMENDMENT.


     (1)  This  Charter  Amendment  would  permit  the Board to  effect  charter
          amendments to attend to minor  matters,  which are limited to changing
          the  name of the  Fund or the  designation  or par  value  of  shares,
          without shareholder  approval.  However,  this Charter Amendment would
          NOT  change the  requirement,  in Article  TENTH,  Paragraph  2, for a
          two-thirds  shareholder vote to approve  amendments to Articles SIXTH,
          EIGHTH,  NINTH and TENTH nor any other  requirement  under  applicable
          law, including the 1940 Act, to obtain shareholder  approval to effect
          Charter  Amendments.  We believe this would be in the best interest of
          the Fund  and its  shareholders  because  it will  permit  the Fund to
          address  administrative  matters  without  devoting  the time to,  and
          incurring the expense of, calling a shareholder meeting.

     (2)  This Charter Amendment reserves the Fund's right to make amendments to
          the Charter  which alter the terms or contract  rights of  outstanding
          shares.  These types of amendments  would require a shareholder  vote,
          but, absent such a provision, Maryland law may permit a shareholder to
          require a corporation  to pay "fair value" for his shares if a charter
          amendment substantially adversely affects his rights as a shareholder.
          Although Maryland law currently exempts from this rule companies that,
          like the Fund, are listed on the New York Stock  Exchange,  we believe
          it would be in the best interest of the Fund to reduce,  to the extent
          possible, any potential uncertainty regarding this statute. We believe
          this would permit the Fund to make changes  that are  advantageous  to
          the  Fund  as a  whole  without  the  risk  of  having  one  or a  few
          shareholders  make  demands on the Fund that  benefit  themselves  but
          decrease value to other shareholders.


REQUIRED VOTE


     Approval of each of Proposals  No. 3(a) and (b)  requires  the  affirmative
vote of  two-thirds  of the Fund's  outstanding  shares  entitled to vote in the
election of directors.

THE BOARD OF DIRECTORS OF THE FUND  RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS NO.
3(a) and (b).


                                       16



                                  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 provided the Fund did not have notice of such matter on or
before September 16, 2003.


                              SHAREHOLDER PROPOSALS


     The deadline for  submitting  shareholder  proposals  for  inclusion in the
Fund's  proxy  statement  and form of proxy for the  Fund's  Annual  Meeting  of
Shareholders in 2004 is July 4, 2004. Any shareholder  proposal that is intended
to be presented at such Annual  Meeting,  but not submitted for inclusion in the
Fund's  proxy  statement  and  form of proxy in  accordance  with the  foregoing
sentence  must be received by the Fund's  Secretary at the address  indicated on
the first page of this proxy  statement  no earlier  than  August 6, 2004 and no
later than September 5, 2004. Any such proposal not received  during that period
will be considered  untimely and will be excluded from consideration at the next
Annual  Meeting in accordance  with the Fund's  Advance  Notice Bylaw.  The mere
submission  of a  proposal  or  notice of  proposal  by a  shareholder  does not
guarantee  that  such  proposal  will be  included  in the  proxy  statement  or
otherwise  considered at such Annual Meeting  because  certain federal rules and
the Fund's  Advance  Notice  Bylaw,  respectively,  must be complied with before
consideration of the proposal is required. If such proposals are permitted to be
brought  before  any  meeting,  the  persons  named as  proxies  in the  proxies
solicited by the Board for the 2004 Annual Meeting of Shareholders  may exercise
discretionary voting power with respect to any such proposal.


                              FINANCIAL STATEMENTS

     The Fund's  financial  statements for the fiscal year ended August 31, 2003
are  incorporated  into this proxy  statement  by  reference  to the Fund's 2003
annual report to shareholders (File No. 811-05296) filed on or about October 30,
2003.




                                               Deborah A. Docs
                                               SECRETARY




Dated: October 31, 2003



     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.

                                       17



                                                                      APPENDIX A

                        THE HIGH YIELD INCOME FUND, INC.

                                  (THE "FUND")

                             AUDIT COMMITTEE REPORT



     The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Fund's independent auditors, accounting policies and procedures
and other areas  relating  to the Fund's  auditing  and control  process and the
selection of the Fund's independent auditors. The Committee operates pursuant to
a charter  adopted by the Board on May 27,  2003.  As set forth in the  charter,
management of the Fund is  responsible  for the  preparation,  presentation  and
integrity of the Fund's financial  statements,  and for maintaining  appropriate
accounting and financial reporting principles and policies and internal controls
and  procedures  that  provide for  compliance  with  accounting  standards  and
applicable laws and  regulations.  The independent  auditors are responsible for
auditing the Fund's  financial  statements and expressing an opinion as to their
conformity with generally accepted accounting principles.


     In performing  its oversight  function,  the Committee has  considered  and
discussed  with  management  and the  independent  auditors  the Fund's  audited
financial  statements  for its fiscal year ended August 31, 2003.  The Committee
has discussed with the independent auditors the matters required to be discussed
by Statement on Auditing Standards No. 61,  COMMUNICATION WITH AUDIT COMMITTEES,
as  modified  or  supplemented.  The  Committee  has also  received  the written
disclosures  from the independent  auditors  required by Independence  Standards
Board  Standard  No. 1,  INDEPENDENCE  DISCUSSIONS  WITH  AUDIT  COMMITTEES,  as
currently in effect,  delineating relationships between the independent auditors
and the Fund, and discussed the impact that any such  relationships  may have on
the objectivity and independence of the independent auditors.

     The members of the Audit  Committee are not  professionally  engaged in the
practice of auditing or accounting and are not experts in the field of auditing,
including  the issue of  auditor  independence.  Members of the  Committee  rely
without independent  verification on the information provided to them and on the
representations  made by management and the independent  auditors.  Accordingly,
the  Audit  Committee's  oversight  does not  provide  an  independent  basis to
determine that  management has maintained  appropriate  accounting and financial
reporting principles or appropriate internal controls and procedures designed to
ensure compliance with accounting standards and applicable laws and regulations.
Furthermore,  the Audit Committee's  considerations and discussions  referred to
above do not ensure that the audit of the Fund's  financial  statements has been
carried out in accordance with generally accepted auditing  standards,  that the
financial  statements  are  presented  in  accordance  with  generally  accepted
accounting  principles  or that  the  Fund's  independent  auditors  are in fact
"independent."


     The Audit  Committee  met on October 21,  2003 to consider  and discuss the
audited financial statements as of and for the fiscal year ended August 31, 2003
with management and the independent auditors.

     Based upon the review and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Committee referred to
above and in the  charter,  the  Committee  recommended  to the  Board  that the
audited  financial  statements  be included in the Fund's  Annual Report for its
fiscal year ended August 31, 2003.


                                       A-1



        SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS

Delayne Dedrick Gold

Robert E. La Blanc

Douglas H. McCorkindale

Thomas T. Mooney

Stephen P. Munn

Richard A. Redeker

Robin B. Smith

Stephen Stoneburn

Louis A. Weil, III



Dated: October 21, 2003



                                       A-2



            DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL


PROXY                   THE HIGH YIELD INCOME FUND, INC.                   PROXY

                              Gateway Center Three
                            Newark, New Jersey 07102

THIS PROXY IS SOLICITED  ON BEHALF OF THE BOARD OF  DIRECTORS.  The  undersigned
hereby appoints Robert F. Gunia, Grace C. Torres and Deborah A. Docs 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 10, 2003 at the Annual Meeting of Shareholders to be held
on December 4, 2003, 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, 2 AND 3.



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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NOTE: Please sign exactly as your name appears hereon.  Joint owners should each
sign. When signing as attorney,  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 person.
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HAS YOUR ADDRESS CHANGED?

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           The Board of Directors recommends a vote FOR each proposal.
                                                    ---


[X]  Please mark                                                      |
     votes as in                                                      |_ _
     this example


1.   Election of Directors.

Class I:   (01) Robert E. La Blanc, (02) Douglas H. McCorkindale,
           (03) David E.A. Carson

Class II:  (04) Clay T. Whitehead, (05) Robin B. Smith

Class III: (06) Stephen Stoneburn


     If you do not wish your shares voted "For"  particular  nominee(s) mark the
     "For all nominees except as noted above" box and indicate on the line below
     the nominee(s) for which you wish authority to vote be withheld.



                     FOR ALL           FOR          WITHHELD
                    NOMINEES           ALL          FROM ALL
                     EXCEPT          NOMINEES       NOMINEES
                       [_]             [_]             [_]


               --------------------------------------------------
               For all nominees except as noted on the line above

2.   To approve proposed Charter Amendments relating to:
                                                         FOR    AGAINST  ABSTAIN
     (a)  Fund's Authorized Stock                        [_]      [_]      [_]

     (b)  Supermajority Voting Provisions                [_]      [_]      [_]


3.   To approve proposed Charter Amendments relating to:
                                                         FOR    AGAINST  ABSTAIN
     (a)  Number of Directors                            [_]      [_]      [_]

     (b)  Future Charter Amendments                      [_]      [_]      [_]


     In their  discretion,  the Proxies are  authorized  to vote upon such other
     business as  may  properly  come  before  the  meeting  or any  adjournment
     thereof.


     Mark box at right if an address change has been noted on the          [_]
     reverse side of this card.


     The signature(s)  hereon should correspond  exactly with the name(s) of the
     Stockholder(s) appearing on the record books. If stock is jointly held, all
     joint   owners   should  sign.   When   signing  as   attorney,   executor,
     administrator,  trustee or  guardian,  please  give full title as such.  If
     signer is a corporation, please sign the full corporate name and give title
     of signing officer. If signer is a partnership,  please sign in partnership
     name by authorized person.


Signature:                                             Date:
          -------------------------------------------       --------------------

Signature:                                             Date:
          -------------------------------------------       --------------------