AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 2004
                                        INVESTMENT COMPANY ACT FILE NO. 811-5296
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    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)