EX-99.77C VOTES

Exhibit Relating to Item 77(c) (Matters Submitted to a Vote of Security
Holders) of
Form N-SAR for The High Yield Plus Fund, Inc. (the "Fund") for
the six-month period ended September 30, 2002

	The Annual Meeting of the Fund's stockholders was held on August 12,
2002.  At such Meeting the stockholders elected two Class II Directors.
Pursuant to Instruction 2 to this Sub-Item, further information as to this
matter has not been included in this Exhibit.


Exhibit Relating to Item 77(d) (Policies with Respect to Security Investments)
of
Form N-SAR for the Fund for the six-month period ended September 30, 2002

	On May 21, 2002, the Board of Directors unanimously approved a revised
investment policy for the Fund in order to comply with new Rule 35d-1 under
the 1940 Act (commonly known as the "names rule").  The names rule requires
many funds that have names that signify certain investments to have an
investment policy requiring that 80% of their assets be invested in such
investments.  As the Fund's name includes the phrase "high yield," the Fund's
current policy to invest 65% of its assets in high yield securities has been
revised to read as follows:

"Under normal circumstances, the Fund will invest at least 80% of its
assets (net assets, plus the amount of any borrowings for investment
purposes) in high yield debt securities that are rated below
investment grade, consisting of securities rated either below BBB
by Standard & Poor's or below Baa by Moody's Investors
Service, Inc., or non-rated high yield debt securities deemed by
the Fund's investment adviser to be of comparable quality."

	This revised policy also reflects a change in the ratings of the securities
in which the Fund will invest based upon SEC positions on the definition of
high yield securities.

DRAFT 11/26/02

EX-99.77Q3

The High Yield Plus Fund, Inc.
Semi-Annual period ending 09/30/02
File No. 811-5468

Exhibit 77Q3
(a)
(i)	The registrant's disclosure controls and procedures have been evaluated
as of a date within 90 days of the filing date of the report and are
deemed to be reasonably designed to achieve the purposes described in
rule 30a-2(c) under the Investment Company Act.
(ii)	There have been no significant changes in the registrant's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
(iii)	CERTIFICATIONS

I, Thomas T. Mooney, certify that:

1. I have reviewed this report on Form N-SAR of The High Yield Plus Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
and

3. Based on my knowledge, the financial information included in this report,
and  the financial statements on which the financial information is based,
fairly present in all material respects the financial condition, results of
operations, changes in net assets, and cash flows (if the financial statements
are required to include statement of cash flows) of the registrant as of, and
for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in rule 30a-2(c) under the Investment Company Act) for the registrant and
have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
 (the "Evaluation Date"); and

c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize, and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls;
and any fraud, whether or not material, that involves management or
other  employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or in
 other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: November 25, 2002



/s/ Thomas T. Mooney
Thomas T. Mooney
President













The High Yield Plus Fund, Inc.
Semi-Annual period ending 09/30/02
File No. 811-5468

Exhibit 77Q3
(a)
(i)	The registrant's disclosure controls and procedures have been evaluated
as of a date within 90 days of the filing date of the report and are
deemed to be reasonably designed to achieve the purposes described in
rule 30a-2(c) under the Investment Company Act.
(ii)	There have been no significant changes in the registrant's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
(iii)	CERTIFICATIONS

I, Grace C. Torres, certify that:

1. I have reviewed this report on Form N-SAR of The High Yield Plus Fund, Inc.;

2. Based on my knowledge, this report does not contain any
untrue statement of a
material fact or omit to state a material fact necessary to make
the statements made,
in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; and

3. Based on my knowledge, the financial information included
in this report, and the
financial statements on which the financial information is
based, fairly present in all
material respects the financial condition, results of
operations, changes in net assets,
and cash flows (if the financial statements are required to
include statement of cash
flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are
responsible for establishing and
maintaining disclosure controls and procedures (as defined
in rule 30a-2(c) under
the Investment Company Act) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made
known to us by others within those entities, particularly
during the period in which
this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures
as of a date within 90 days prior to the filing date of this
report (the "Evaluation
Date"); and

c) presented in this report our conclusions about the
effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most
recent evaluation, to the registrant's auditors and the
audit committee of the
registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of
internal controls which
could adversely affect the registrant's ability to record,
process, summarize, and
report financial data and have identified for the registrant's
auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees
who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated
in this report
whether or not there were significant changes in internal controls
or in other factors
that could significantly affect internal controls subsequent to
the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: November 26, 2002



/s/ Grace C. Torres
Grace C. Torres
Treasurer and
Principal Financial
and Accounting
Officer








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