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                                                                  Exhibit M (2)


                        Prudential High Yield Fund, Inc.

                              Amended and Restated
                          Distribution and Service Plan
                                (Class B Shares)


                                  Introduction

         The Distribution and Service Plan (the Plan) set forth below which is
designed to conform to the requirements of Rule 12b-1 under the Investment
Company Act of 1940 (the Investment Company Act) and Rule 2830 of the Conduct
Rules of the National Association of Securities Dealers, Inc. (NASD) has been
adopted by Prudential High Yield Fund, Inc. (the Fund) and by Prudential
Investment Management Services LLC, the Fund's distributor (the Distributor).

         The Fund has entered into a distribution agreement pursuant to which
the Fund will employ the Distributor to distribute Class B shares issued by the
Fund (Class B shares). Under the Plan, the Fund wishes to pay to the
Distributor, as compensation for its services, a distribution and service fee
with respect to Class B shares.

         A majority of the Board of Directors/Trustees of the Fund, including a
majority who are not "interested persons" of the Fund (as defined in the
Investment Company Act) and who have no direct or indirect financial interest in
the operation of this Plan or any agreements related to it (the Rule 12b-1
Directors/Trustees), have determined by votes cast in person at a meeting called
for the purpose of voting on this Plan that there is a reasonable likelihood
that adoption and continuation of this Plan will benefit the Fund and its
shareholders. Expenditures under this Plan by the Fund for Distribution
Activities (defined below) are primarily intended to result in the sale of Class
B shares of the Fund within the meaning of paragraph (a)(2) of Rule 12b-1
promulgated under the


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Investment Company Act.

         The purpose of the Plan is to create incentives to the Distributor
and/or other qualified broker-dealers and their account executives to provide
distribution assistance to their customers who are investors in the Fund, to
defray the costs and expenses associated with the preparation, printing and
distribution of prospectuses and sales literature and other promotional and
distribution activities and to provide for the servicing and maintenance of
shareholder accounts.

                                    The Plan

         The material aspects of the Plan are as follows:

1.       Distribution Activities

         The Fund shall engage the Distributor to distribute Class B shares of
the Fund and to service shareholder accounts using all of the facilities of the
Distributor's distribution network including sales personnel and branch office
and central support systems, and also using such other qualified broker-dealers
and financial institutions as the Distributor may select, including Prudential
Securities Incorporated (Prudential Securities) and Pruco Securities Corporation
(Prusec). Services provided and activities undertaken to distribute Class B
shares of the Fund are referred to herein as "Distribution Activities."

2.       Payment of Service Fee

         The Fund shall pay to the Distributor as compensation for providing
personal service and/or maintaining shareholder accounts a service fee of .25 of
1% per annum of the average daily net assets of the Class B shares (service
fee). The Fund shall calculate and accrue daily amounts payable by the Class B
shares of the Fund


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hereunder and shall pay such amounts monthly or at such other intervals as the
Board of Directors/Trustees may determine.

3.       Payment for Distribution Activities

         The Fund shall pay to the Distributor as compensation for its services
a distribution fee of .50 of 1% per annum of the average daily net assets of the
Class B shares of the Fund for the performance of Distribution Activities. The
Fund shall calculate and accrue daily amounts payable by the Class B shares of
the Fund hereunder and shall pay such amounts monthly or at such other intervals
as the Board of Directors/Trustees may determine. Amounts payable under the Plan
shall be subject to the limitations of Rule 2830 of the NASD Conduct Rules.

         Amounts paid to the Distributor by the Class B shares of the Fund will
not be used to pay the distribution expenses incurred with respect to any other
class of shares of the Fund except that distribution expenses attributable to
the Fund as a whole will be allocated to the Class B shares according to the
ratio of the sale of Class B shares to the total sales of the Fund's shares over
the Fund's fiscal year or such other allocation method approved by the Board of
Directors/Trustees. The allocation of distribution expenses among classes will
be subject to the review of the Board of Directors/Trustees. Payments hereunder
will be applied to distribution expenses in the order in which they are
incurred, unless otherwise determined by the Board of Directors/Trustees.

         The Distributor shall spend such amounts as it deems appropriate on
Distribution Activities which include, among others:

                  (a) sales commissions (including trailer commissions) paid to,
                  or on account of, account executives of the Distributor;


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                  (b) indirect and overhead costs of the Distributor associated
                  with performance of Distribution Activities including central
                  office and branch expenses;

                  (c) amounts paid to Prudential Securities or Prusec for
                  performing services under a selected dealer agreement between
                  Prudential Securities or Prusec and the Distributor for sale
                  of Class B shares of the Fund, including sales commissions and
                  trailer commissions paid to, or on account of, agents and
                  indirect and overhead costs associated with Distribution
                  Activities;

                  (d) advertising for the Fund in various forms through any
                  available medium, including the cost of printing and mailing
                  Fund prospectuses, statements of additional information and
                  periodic financial reports and sales literature to persons
                  other than current shareholders of the Fund; and

                  (e) sales commissions (including trailer commissions) paid to,
                  or on account of, broker-dealers and other financial
                  institutions (other than Prudential Securities or Prusec)
                  which have entered into selected dealer agreements with the
                  Distributor with respect to Class B shares of the Fund.

4.       Quarterly Reports; Additional Information

         An appropriate officer of the Fund will provide to the Board of
Directors/Trustees of the Fund for review, at least quarterly, a written report
specifying in reasonable detail the amounts expended for Distribution Activities
(including payment of the service fee) and the purposes for which such
expenditures were made in compliance with the requirements of Rule 12b-1. The
Distributor will provide to the Board of Directors/Trustees of the Fund such
additional information as they shall from time to time reasonably request,
including information about Distribution Activities undertaken or to be
undertaken by the Distributor.

         The Distributor will inform the Board of Directors/Trustees of the Fund
of the commissions and account servicing fees to be paid by the Distributor to
account


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executives of the Distributor and to broker-dealers and other financial
institutions which have selected dealer agreements with the Distributor.

5.       Effectiveness; Continuation

         The Plan shall not take effect until it has been approved by a vote of
a majority of the outstanding voting securities (as defined in the Investment
Company Act) of the Class B shares of the Fund.

         If approved by a vote of a majority of the outstanding voting
securities of the Class B shares of the Fund, the Plan shall, unless earlier
terminated in accordance with its terms, continue in full force and effect
thereafter for so long as such continuance is specifically approved at least
annually by a majority of the Board of Directors/Trustees of the Fund and a
majority of the Rule 12b-1 Directors/Trustees by votes cast in person at a
meeting called for the purpose of voting on the continuation of the Plan.

6.       Termination

         This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors/Trustees, or by vote of a majority of the outstanding
voting securities (as defined in the Investment Company Act) of the Class B
shares of the Fund.

7.       Amendments

         The Plan may not be amended to change the combined service and
distribution expenses to be paid as provided for in Sections 2 and 3 hereof so
as to increase materially the amounts payable under this Plan unless such
amendment shall be approved by the vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act) of the Class B shares of
the Fund. All material amendments of the Plan shall be approved by a majority of
the Board of Directors/Trustees of the


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Fund and a majority of the Rule 12b-1 Directors/Trustees by votes cast in
person at a meeting called for the purpose of voting on the Plan. 8. Rule 12b-1
Directors/Trustees

         While the Plan is in effect, the selection and nomination of the Rule
12b-1 Directors/Trustees shall be committed to the discretion of the Rule 12b-1
Directors/Trustees.

9.       Records

         The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to Section 4 hereof, for a period of not less than
six years from the date of effectiveness of the Plan, such agreements or
reports, and for at least the first two years in an easily accessible place.


Dated: June 1, 1998


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