AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 2004 INVESTMENT COMPANY ACT FILE NO. 811-5296 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM N-2 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 8 THE HIGH YIELD INCOME FUND, INC. (Exact Name of Registrant as specified in Charter) Gateway Center Three, Newark, New Jersey, 07102-4077 (Address of Principal Executive Offices) (973) 367-7521 (Registrant's Telephone Number, including Area Code) Deborah A. Docs The High Yield Income Fund, Inc. Gateway Center Three Newark, New Jersey, 07102-4077 (Name and Address of Agent for Service) If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. [_] It is proposed that this filing will become effective (check appropriate box) [_] when declared effective pursuant to Section 8(c). If appropriate, check the following box: [_] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. [_] This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is -____. EXPLANATORY NOTE This filing is made solely for the purpose of filing as an Exhibit the Articles of Amendment and Restatement of the Registrant. The Articles of Amendment and Restatement incorporate recent changes and additions to the Articles of Incorporation previously filed by the High Yield Income Fund, Inc. The sections of the previously filed Articles of Incorporation affected by these changes and/or additions are Article Third (a)(1), Article Fourth, Article Fifth (c) and (d), Article sixth (a) and (c) and Article Tenth (a). PART C -- OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS Registrant's Articles of Amendment and Restatement are filed herewith as new Exhibit 1(b). SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of Newark, and State of New Jersey, on the 4th day of February, 2004. THE HIGH YIELD INCOME FUND, INC. By: /s/ Judy A. Rice ---------------------------- Judy A. Rice, President EXHIBIT INDEX EXHIBIT NO. DESCRIPTION METHOD OF FILING EXHIBIT NO. IN FILING ----------- ----------------------------- ---------------- --------------------- 1(b) Articles of Amendment and Restatement Filed herewith. 99.1(b)