PROSPECT STREET HIGH INCOME PORTFOLIO INC.
60 State Street
Boston, Massachusetts 02109
May 15, 1996
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Re: Registration Statement on Form N-2
File Nos. 333-2067 and 811-5557
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933,
as amended (the "Act"), I, as Vice President of Prospect Street
High Income Portfolio Inc. (the "Fund"), hereby certify (i) that
the form of prospectus that would have been filed under Rule 497(c)
of the Act would not have differed from that contained in Pre-
Effective Amendment No. 1 of the Registration Statement (the
"Registration Statement"), which is the Fund's most recent
registration statement on file with the Securities and Exchange
Commission (the "Commission"), and (ii) that the Registration
Statement was filed electronically on May 10, 1996. The Fund's
Registration Statement was declared effective by the Commission at
2:15 p.m. on May 10, 1996. A form of Statement of Additional
Information has not been filed because no such form was used.
Sincerely,
John A. Frabotta
Vice President
