EX-99

Report of Independent Auditors

To the Shareholders and Board of Directors of
Managed High Yield Plus Fund Inc.

In planning and performing our audit of the financial statements of
Managed High Yield Plus Fund Inc. for the year ended May 31, 2002,
we considered its internal control, including control activities for
safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form
NSAR, not to provide assurance on internal control.

The management of Managed High Yield Plus Fund Inc. is responsible
for establishing and maintaining internal control.  In fulfilling
this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
controls.  Generally,controls that are relevant to an audit pertain
to the entitys objective of preparing financial statements for
external purposes that are fairly presented in conformity with
accounting principles generally accepted in the United States.
Those controls include the safeguarding of assets against
unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud
may occur and not be detected.  Also, projection of any evaluation
of internal control to future periods is subject to the risk that
it may become inadequate because of changes in conditions or that
the effectiveness of the design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the
design or operation of one or more of the internal control components
does not reduce to a relatively low level the risk that misstatements
caused by error or fraud in amounts that would be material in
relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course
of performing their assigned functions.  However, we noted no matters
involving internal control and its operation, including controls for
safeguarding securities that we consider to be material weaknesses
as defined above as of May 31, 2002.

This report is intended solely for the information and use of
management, the Board of Directors, and shareholders of Managed High
Yield Plus Fund Inc. and the Securities and Exchange Commission and
is not intended to be and should not be used by anyone other than
these pecified parties.



					Ernst & Young LLP

New York, NY
July XX, 2002

EX-99

Managed High Yield Plus Fund Inc.

An initial report under Section 16a of the Securities Exchange Act
of 1934 was not timely filed for Mr. Penicook.  This delayed report
did not involve any transactions in the Funds common stock but
rather related to his election as an officer.  One report relating
to a sale of the Funds common stock was not timely filed for Ms.
Alexander; the report was filed within one week of the date by which
it should have been filed.




Investment Policy Changes

The Funds board approved modifications to the Funds investment
policies as a result of a new rule promulgated by the Securities
and Exchange Commission.  This rule generally requires a fund with
a name suggesting that it focuses on a particular type of investment
to invest at least 80% of its net assets plus the amount of any
borrowing for investment purposes in the type of investment
suggested by its name.  The investment policy changes became
effective on April 8, 2002.  These changes are not expected to
affect materially portfolio management.

The new 80% policy has been adopted as a nonfundamental investment
policy.  This means that this investment policy may be changed by the
Funds board without shareholder approval.  However, the Fund has
also adopted a policy to provide its shareholders with at least 60
days prior written notice of any change to its 80% investment policy.
Many of the Funds other investment policies also are nonfundamental
policies and may be changed by its board without shareholder
approval.  The Fund will interpret these new policies as if the
following phrase appeared immediately after the words net assets:
plus the amount of any borrowing for investment purposes.  If
subsequent to an investment, the Funds 80% policy is no longer met
e.g., bonds are called or mature resulting in a large influx of cash,
then under normal circumstances, the Funds future investments would
be made in a manner that would bring the Funds investments back in
line with the 80% threshold.

In order to place these changes in context, reproduced below are
prior policies that were impacted by this change as well as new
policies which replace the prior policies:

Prior Policies Impacted by Change:

Under normal market conditions, the Fund will invest at least 65%
of its total assets in: i income producing debt securities
that are rated below investment grade lower than a Baa rating by
Moodys, lower than a BBB rating by S&P or comparably rated by
another Rating Agency or that are unrated and that the Funds
subadvisor has determined to be of comparable quality; and ii
equity securities including common stocks and rights and warrants
for equity securities that are attached to, or are part of a unit
including, such debt securities.


In certain market conditions, the Funds subadvisor may determine
that securities rated investment grade i.e., at least Baa by Moodys
or BBB by S&P or comparably rated by another Rating Agency offer
significant opportunities for high income and capital appreciation
with only a relatively small reduction in yield.  In such conditions,
the Fund may invest less than 65% of its total assets in lower-rated,
income producing debt and related equity securities.

The Fund also may invest up to 35% of its total assets in investment
grade debt securities of private and government issuers, equity
securities of lower rated or comparable issuers issuers whose
debt securities are lower rated or who the Funds sub advisor
determines to be of comparable quality, money market instruments
and municipal obligations.


Because the Fund must include the return on zero coupon, original
issue discount  and payment in kind securities as taxable income,
the Fund considers these securities to be income producing for
purposes of computing whether at least 65% of the Funds total
assets are invested in lower rated, income producing debt and
related equity securities.

When unusual market or economic conditions occur, the Fund may, for
temporary defensive purposes, invest up to 100% of its total assets,
or for liquidity purposes, invest up to 35% of its total assets, in
securities issued or guaranteed by the U.S. government or its
agencies or instrumentalities, certificates of deposit, bankers
acceptances or other bank obligations, commercial paper or other
income strategies deemed by the Funds sub-advisor to be consistent
with a defensive posture, or it may hold cash.  These strategies may
include an increase in the portion of the Funds assets invested in
higher quality debt securities, which generally have lower yields
than do lower rated securities.


Revised Policies:


Under normal circumstances, the Fund invests at least 80% of its net
assets in high yield debt securities that are rated below investment
grade or considered to be of comparable quality.  These investments
include income producing debt securities that are rated below
investment grade i.e., lower than a Baa rating by Moodys, lower than
a BBB rating by S&P or comparably rated by another Rating Agency or
that are unrated and that the Funds sub advisor has determined to
be of comparable quality; equity securities including common stocks
and rights and warrants for equity securities that are attached
to, or are part of a unit including, such debt securities are
considered to be part of such high yield debt securities.


In certain market conditions, the Funds sub advisor may determine
that securities rated investment grade i.e., at least Baa by Moodys
or BBB by S&P or comparably rated by another Rating Agency offer
significant opportunities for high income and capital appreciation
with only a relatively small reduction in yield.  In such
conditions, the Fund will still invest at least 80% of its net
assets as noted above.


The Fund also may invest up to 20% of its net assets in investment
grade debt securities of private and government issuers, equity
securities of lower rated or comparable issuers issuers whose
debt securities are lower rated or who the Funds subadvisor
determines to be of comparable quality, money market instruments
and municipal obligations.


Because the Fund must include the return on zero coupon, original
issue discount and payment in kind securities as taxable income,
the Fund considers these securities to be income producing for
purposes of computing whether at least 80% of the Funds net assets
are invested in high yield debt securities that are rated below
investment grade.


When unusual market or economic conditions occur, the Fund may, for
temporary defensive purposes, invest up to 100% of its total assets,
or for liquidity purposes, invest up to 20% of its net assets,
in securities issued or guaranteed by the U.S. government or its
agencies or instrumentalities, certificates of deposit, bankers
acceptances or other bank obligations, commercial paper or
other income strategies deemed by the Funds subadvisor to be
consistent with a defensive posture, or it may hold cash.  These
strategies may include an increase in the portion of the Funds
assets invested in higher quality debt securities, which
generally have lower yields than do lower-rated securities.








Managed High Yield Plus Fund