Exhibit 99.(i)(2)

                     CONSENT OF SHEARMAN & STERLING LLP




     We hereby consent to the reference to our firm included in the
prospectus and statement of additional information of Dryden High Yield
Fund, Inc. filed as part of Registration Statement No. 2-63394 and to the use
of our opinion of counsel, incorporated by reference to Exhibit (i) to
Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A
(File No. 2-63394).




                                                  Shearman & Sterling LLP




New York, New York
February 27, 2004