July 10, 1996
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.
ATTN: Office of Filings, Information and Consumer Services
RE: Managed High Income Portfolio Inc. (the
"Portfolio")
File No. 33-56408
Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of
1933, as amended, please accept this letter as certification
that the prospectus and the statement of additional
information for the above-referenced Portfolio does not
differ from that contained in Post-Effective Amendment No. 2
(the "Amendment") to the Fund's Registration Statement on
Form N-2. This Amendment was filed electronically on July 2,
1996.
Any comments on this filing should be directed to
Sean McCormack, of Smith Barney Mutual Funds Management
Inc., at (212) 816-6591.
Please return an electronic transmittal as evidence of
your receipt of this filing.
Very
truly yours,
/s/Caren Cunningham
Caren Cunningham
Vice President and
Assistant General Counsel
