Report of Independent
Auditors
To the Shareholders and Board of Trustees
of
Managed High Yield Plus Fund, Inc.
In planning and performing our audit of
the financial statements of Managed High
Yield Plus Fund, Inc. for the year ended
May 31, 2000, we considered its
internal
control, including control activities for
safeguarding securities, in order to
determine
our auditing procedures for the purpose of
expressing our opinion on the
financial
statements and to comply with the
requirements of Form N-SAR, not to provide
assurance on internal control.
The management of Managed High Yield Plus
Fund, Inc. is responsible for
establishing and maintaining internal
control. In fulfilling this
responsibility,
estimates and judgments by management are
required to assess the expected
benefits and related costs of controls.
Generally, controls that are relevant
to an
audit pertain to the entity's objective of
preparing financial statements for
external
purposes that are fairly presented in
conformity with generally accepted
accounting
principles. Those controls include the
safeguarding of assets against
unauthorized
acquisition, use or disposition.
Because of inherent limitations in
internal control, error or fraud may occur
and not
be detected. Also, projection of any
evaluation of internal control to future
periods
is subject to the risk that it may become
inadequate because of changes in
conditions
or that the effectiveness of the design
and operation may deteriorate.
Our consideration of internal control
would not necessarily disclose all matters
in
internal control that might be material
weaknesses under standards established
by
the American Institute of Certified Public
Accountants. A material weakness is
a
condition in which the design or operation
of one or more of the internal
control
components does not reduce to a relatively
low level the risk that misstatements
caused by error or fraud in amounts that
would be material in relation to the
financial
statements being audited may occur and not
be detected within a timely period by
employees in the normal course of
performing their assigned functions.
However,
we noted no matters involving internal
control and its operation, including
controls
for safeguarding securities, that we
consider to be material weaknesses as
defined
above at May 31, 2000.
This report is intended solely for the
information and use of management, the
Board
of Trustees of Managed High Yield Plus
Fund, Inc., and the Securities and
Exchange
Commission and is not intended to be and
should not be used by anyone other than
these
specified parties.
ERNST &
YOUNG LLP
July, 2000
