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