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PROSPECT STREET HIGH INCOME PORTFOLIO INC.
60 State Street
Boston, Massachusetts 02109
December 23, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Registration Statement on Form N-2
(File Nos. 333-40785 and 811-5557)
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "1933 Act"), Prospect Street High Income Portfolio Inc. ( the "Fund"),
hereby certifies that:
(i) the form of prospectus that would have been filed pursuant
to Rule 497(c) of the 1933 Act would not have differed from that contained in
Pre-Effective Amendment No. 2 to the Fund's Registration Statement on Form N-2,
constituting the Fund's most recent registration statement on file with the
Securities and Exchange Commission (the "Commission"); and
(ii) the text of the Pre-Effective Amendment No. 2 to the
Fund's Registration Statement on Form N-2 was filed electronically with the
Commission on December 23, 1997. A form of Statement of Additional Information
has not been filed because no such form was used.
Sincerely,
PROSPECT STREET HIGH INCOME
PORTFOLIO INC.
/s/ John A. Frabotta
-------------------------
Name: John A. Frabotta
Title: Vice President
