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SENIOR HIGH INCOME PORTFOLIO, INC.
February 9, 1996
VIA ELECTRONIC FILING
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attn: Division of Investment Management
Re: Senior High Income Portfolio, Inc.
Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-14
(Securities Act File No. 33-65521;
Investment Company Act File No. 811-7456)
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended (the
"1933 Act"), Senior High Income Portfolio, Inc. (the "Fund") hereby certifies
that:
(1) the form of prospectus and proxy statement that would have been filed
pursuant to Rule 497(c) under the 1933 Act would not have differed
from that contained in Pre-Effective Amendment No. 1 to the Fund's
Registration Statement on Form N-14, constituting the most recent
amendment to the Fund's Registration Statement on Form N-14; and
(2) the text of Pre-Effective Amendment No. 1 to the Fund's Registration
Statement on Form N-14 was filed electronically with the Securities
and Exchange Commission on February 2, 1996.
Very truly yours,
Senior High Income Portfolio, Inc.
By: /s/ Patrick D. Sweeney
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Patrick D. Sweeney, Secretary
