GLOBAL HIGH INCOME DOLLAR FUND INC, DEF 14A, 1997-01-10

GLOBAL HIGH INCOME DOLLAR FUND INC
DEF 14A, 1997-01-10

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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

GLOBAL HIGH INCOME DOLLAR FUND INC.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

.......................................................

(4) Date Filed:

.......................................................

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GLOBAL HIGH INCOME DOLLAR FUND INC.
---------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 20, 1997
---------------------

TO THE SHAREHOLDERS:

The annual meeting of shareholders of Global High Income Dollar Fund Inc.
('Fund') will be held on February 20, 1997 at 10:00 a.m., Eastern time, at 1285
Avenue of the Americas, 38th Floor, New York, New York 10019 for the following
purposes:

(1) To elect ten (10) directors to serve until the annual meeting of
shareholders in 1998, or until their successors are elected and qualified;

(2) To ratify the selection of Price Waterhouse LLP as the Fund's
independent accountants for the fiscal year ending October 31, 1997; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

You are entitled to vote at the meeting and any adjournments thereof if you
owned Fund shares at the close of business on December 20, 1996. If you attend
the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND
THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED POSTAGE PAID ENVELOPE.

By order of the board of directors,

DIANNE E. O'DONNELL
Secretary

January 10, 1997
1285 Avenue of the Americas
New York, New York 10019

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. If you sign, date
and return the proxy card but give no voting instructions, your shares will
be voted 'FOR' the nominees for director named in the attached proxy
statement and 'FOR' all other proposals noticed above. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY. UNLESS PROXY CARDS
SUBMITTED BY CORPORATIONS AND PARTNERSHIPS ARE SIGNED BY THE APPROPRIATE
PERSONS AS INDICATED IN THE VOTING INSTRUCTIONS ON THE PROXY CARD, THEY WILL
NOT BE VOTED.

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GLOBAL HIGH INCOME DOLLAR FUND INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019

------------------------

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 20, 1997

------------------------

This statement is furnished to the shareholders of Global High Income
Dollar Fund Inc. ('Fund') in connection with the board of directors'
solicitation of proxies to be used at the annual meeting of the shareholders of
the Fund to be held on February 20, 1997, or any adjournment or adjournments
thereof.

A majority of the shares outstanding on December 20, 1996, represented in
person or by proxy, must be present for the transaction of business at the
meeting. In the event that a quorum is not present at the annual meeting, or if
a quorum is present at the annual meeting but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose one or
more adjournments of the annual meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the annual meeting in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to vote
FOR any such proposal in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST any such proposal against such adjournment.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.

Abstentions and broker non-votes (see below) will be counted as shares
present for purposes of determining whether a quorum is present but will not be
voted for or against any adjournment. Accordingly, abstentions and broker
non-votes effectively will be a vote against adjournment. Broker non-votes are
shares held in street name for which the broker indicates that instructions have
not been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal.

The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your shares will be voted
in favor of the ten nominees for directors named herein and in favor of the
remaining proposals described in this proxy statement. The proxy card may be
revoked by giving another proxy or by letter or telegram revoking your proxy. To
be effective, such revocation must be received by the Fund prior to the meeting
and must indicate your name and account number. In addition, if you attend the
meeting in person you may, if you wish, vote by ballot at the meeting, thereby
cancelling any proxy previously given.

As of the record date, December 20, 1996, the Fund had 22,736,667 shares of
common stock outstanding. The solicitation of proxies, the cost of which will be
borne by the Fund, will be made primarily by mail but also may include telephone
or oral communications by regular employees of Mitchell Hutchins Asset
Management Inc. ('Mitchell Hutchins') or PaineWebber Incorporated
('PaineWebber'), who will not receive any compensation therefor from the Fund.
Management does not know of any person who owns beneficially 5% or more of the
shares of the Fund. Each full share of the Fund outstanding is entitled to one
vote and each fractional share of the Fund outstanding is entitled to a
proportionate share of one vote for such purposes.

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This proxy statement and the related proxy card will first be mailed to
shareholders on or about January 15, 1997.

A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT HAS PREVIOUSLY BEEN MAILED
TO SHAREHOLDERS. SHAREHOLDERS MAY REQUEST COPIES OF THE FUND'S ANNUAL REPORT,
WITHOUT CHARGE, BY WRITING THE FUND AT 1285 AVENUE OF THE AMERICAS, NEW YORK,
NEW YORK 10019, OR BY CALLING 1-800-647-1568.

Mitchell Hutchins serves as the Fund's investment adviser and
administrator. Mitchell Hutchins is a wholly owned subsidiary of PaineWebber,
which is a wholly owned subsidiary of Paine Webber Group Inc. ('PW Group'), a
publicly held financial services holding company. PaineWebber may from time to
time act as a dealer and secondary market-maker in connection with
over-the-counter secondary market sales of the Fund's common stock. The
principal business address of each of Mitchell Hutchins, PaineWebber and PW
Group is 1285 Avenue of the Americas, New York, New York 10019.

PROPOSAL 1. ELECTION OF DIRECTORS

Proposal 1 relates to the election of directors of the Fund. Management
proposes the election of the ten nominees named in the table below. Each
nominee, including those who are not 'interested persons' of the Fund as that
term is defined by the Investment Company Act of 1940 ('1940 Act') ('Independent
Directors'), has indicated his or her willingness to serve if elected. If
elected, each nominee will hold office until the next annual meeting of
shareholders or until his or her successor is elected and qualified. Unless you
give contrary instructions on the enclosed proxy card, your shares will be voted
in favor of the election of the ten nominees. If any of the nominees should
withdraw or otherwise become unavailable for election, your shares will be voted
in favor of such other nominee or nominees as management may recommend.

Mr. Torell has served as a director of the Fund since its inception in
1993. Mr. Bewkes served as a director from the Fund's inception until his
resignation from the board on November 17, 1993; he was reappointed to the board
on December 27, 1993. Messrs. Armstrong and Burt have served as directors of the
Fund since February 16, 1995. Each of the other directors was first elected to
the board on April 11, 1996. Directors shall be elected by the affirmative vote
of a plurality of the votes cast for the election of directors, present in
person or by proxy and entitled to vote thereon, provided a quorum is present.
If each of the ten nominees is elected, they will constitute the entire board of
directors of the Fund. All directors and executive officers as a group (22
persons) beneficially owned 100 shares of the Fund, including shares shown in
the table below, on November 30, 1996, representing less than 1% of shares
outstanding of the Fund on that date.

<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS NOVEMBER 30, 1996**
- -------------------------------- ----------------------------------------------------------- -------------------
<S> <C> <C>
Margo N. Alexander*; 49 Director and president. Mrs. Alexander is president, chief --
executive officer and a director of Mitchell Hutchins
(since January 1995) and an executive vice president and a
director of PaineWebber. Mrs. Alexander is president and a
director or trustee of 29 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment
adviser.
Richard Q. Armstrong; 61 Director. Mr. Armstrong is chairman and principal of RQA --
Enterprises (management consulting firm) (since April 1991
and principal occupation since March 1995). Mr. Armstrong
is also a director of Hi Lo Automotive,
</TABLE>

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<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS NOVEMBER 30, 1996**
- -------------------------------- ----------------------------------------------------------- -------------------
<S> <C> <C>
Inc. He was chairman of the board, chief executive officer
and co-owner of Adirondack Beverages (producer and
distributor of soft drinks and sparking/still waters)
(October 1993-March 1995). Mr. Armstrong was a partner of
The New England Consulting Group (management consulting
firm) (December 1992-September 1993). He was managing
director of LVMH U.S. Corporation (U.S. subsidiary of the
French luxury goods conglomerate, Luis Vuitton Moet
Hennessey Corporation) (1987-1991) and chairman of its wine
and spirits subsidiary, Schieffelin & Somerset Company
(1987-1991). Mr. Armstrong is also a director or trustee of
28 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
E. Garrett Bewkes, Jr.*; 70 Director and chairman of the board of directors. Mr. Bewkes --
is a director of PW Group (holding company of PaineWebber
and Mitchell Hutchins). Prior to December 1995, he was a
consultant to PW Group. Prior to 1988, he was chairman of
the board, president and chief executive officer of
American Bakeries Company. Mr. Bewkes is also a director of
Interstate Bakeries Corporation and NaPro BioTherapeutics,
Inc. Mr. Bewkes is a director or trustee of 29 investment
companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.
Richard R. Burt; 49 Director. Mr. Burt is chairman of International Equity
Partners (international investments and consulting firm)
(since March 1994) and a partner of McKinsey & Company
(management consulting firm) (since 1991). He is also a
director of American Publishing Company and
Archer-Daniels-Midland Co. (agricultural commodities). He
was the chief negotiator in the Strategic Arms Reduction
Talks with the former Soviet Union (1989-1991) and the U.S.
Ambassador to the Federal Republic of Germany (1985-1989).
Mr. Burt is a director or trustee of 28 investment
companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.
Mary C. Farrell*; 47 Director. Ms. Farrell is a managing director, senior --
investment strategist and member of the Investment Policy
Committee of PaineWebber. Ms. Farrell joined PaineWebber in
1982. She is a member of the Financial Women's Association
and Women's Economic Roundtable and is employed as a
regular panelist on Wall $treet Week with Louis Rukeyser.
She also serves on the Board of Overseers of New York
University's Stern School of Business. Ms. Farrell is a
director or trustee of 28 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment
adviser.
Meyer Feldberg; 54 Director. Mr. Feldberg is Dean and Professor of Management --
of the Graduate School of Business,
</TABLE>

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<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS NOVEMBER 30, 1996**
- -------------------------------- ----------------------------------------------------------- -------------------
<S> <C> <C>
Columbia University. Prior to 1989, he was president of the
Illinois Institute of Technology. Dean Feldberg is also a
director of KIII Communications Corporation, Federated
Department Stores, Inc. and New World Communications Group
Incorporated. Dean Feldberg is a director or trustee of 28
investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
George W. Gowen; 68 Director. Mr. Gowen is a partner in the law firm --
Dunnington, Bartholow & Miller. Prior to May 1994, he was a
partner in the law firm of Fryer, Ross & Gowen. Mr. Gowen
is a director of Columbia Real Estate Investments, Inc. Mr.
Gowen is a director or trustee of 28 investment companies
for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
Frederic V. Malek; 59 Director. Mr. Malek is chairman of Thayer Capital Partners --
(investment bank). From January 1992 to November 1992, he
was campaign manager of Bush-Quayle '92. From 1990 to 1992,
he was vice chairman and, from 1989 to 1990, he was
president of Northwest Airlines Inc., NWA Inc. (holding
company of Northwest Airlines Inc.) and Wings Holdings
Inc. (holding company of NWA Inc.). Prior to 1989, he was
employed by the Marriot Corporation (hotels, restaurants,
airline catering and contract feeding), where he most
recently was an executive vice president and president
of Marriot Hotels and Resorts. Mr. Malek is also a director
of American Management Systems, Inc. (management consulting
and computer related services), Automatic Data Processing,
Inc., CB Commercial Group, Inc. (real estate services),
Choice Hotels International (hotel and hotel franchising),
FPL Group, Inc. (electric services), Integra, Inc.
(bio-medical), Manor Care, Inc. (health care), National
Educational Corporation and Northwest Airlines Inc. Mr.
Malek is a director or trustee of 28 investment companies
for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
Carl W. Schafer; 60 Director. Mr. Schafer is president of the Atlantic --
Foundation (charitable foundation supporting mainly
oceanographic exploration and research). He is a director
of Roadway Express, Inc. (trucking), The Guardian Group of
Mutual Funds, Evans Systems, Inc (motor fuels, convenience
store and diversified company), Electronic Clearing House,
Inc. (financial transactions processing), Wainoco Oil
Corporation and Nutraceutix, Inc. (biotechnology company).
Prior to January 1993, he was chairman of the Investment
Advisory Committee of the Howard Hughes Medical Institute.
Mr. Schafer is a director or trustee of 28 investment
companies for which Mitchell Hutchins or PaineWebber serves
as an investment adviser.
</TABLE>

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* Mrs. Alexander, Mr. Bewkes and Ms. Farrell are 'interested persons' of the
Fund, as defined in the 1940 Act, by virtue of their positions with Mitchell
Hutchins, PaineWebber, and/or PW Group.

** Unless otherwise stated, as of the date indicated, each director had sole
voting and investment power of shares owned.

The board of directors of the Fund met six times during the fiscal year
ended October 31, 1996. The Audit and Contract Review Committee ('ACR
Committee') of the board currently consists of Messrs. Armstrong, Burt,
Feldberg, Gowen, Malek, Schafer and Torell. The ACR Committee has established a
sub-committee that periodically reviews the contractual and audit arrangements
for the Fund and reports back to the full ACR Committee. Messrs. Burt, Feldberg,
Gowen and Schafer are members of this sub-committee. Each member of the Fund's
ACR Committee is also a member of a similar committee established by the board
of each of the other above referenced investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser and also may be a member of
a sub-committee established by another fund's audit and contract review
committee. The duties of the ACR Committee are (a) to review the financial and
accounting policies of the Fund, including internal accounting control
procedures, and to review reports prepared by the Fund's independent
accountants, including reports on the Fund's financial statements; (b) to review
and recommend approval or disapproval of audit and non-audit services and the
fees charged for such services, (c) to evaluate the independence of the
independent accountants and to recommend whether to retain such independent
accountants for the next fiscal year; and (d) to report to the board and make
such recommendations as it deems necessary. The ACR Committee and the related
sub-committee each met once during the fiscal year ended October 31, 1996.

The board does not have a standing nominating or compensation committee.
The Fund pays the Independent Directors $1,000 annually and $150 for each board
meeting and for each meeting of a board committee (other than committee meetings
held on the same day as a board meeting). (When the ACR Committee and its
sub-committee both meet on the same day, one attendance fee is paid.) Messrs.
Feldberg and Torell serve as chairmen of the sub-committees of individual funds
within the PaineWebber fund complex and receive additional annual compensation
aggregating $15,000 each from the relevant funds. Directors of the Fund who are
'interested persons' as defined in the 1940 Act receive no compensation from

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the Fund. Directors are reimbursed for any expenses incurred in attending
meetings. Each director will be subject to mandatory retirement at the end of
the year in which he or she becomes 72 years old. The table below includes
certain information relating to the compensation of the Fund's directors.

COMPENSATION TABLE

<TABLE>
<CAPTION>
PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS FROM THE
AGGREGATE ACCRUED AS ESTIMATED FUND AND THE
COMPENSATION PART OF ANNUAL FUND COMPLEX
NAME OF FROM THE FUND'S BENEFITS UPON PAID TO
PERSON, POSITION THE FUND* EXPENSES RETIREMENT DIRECTORS**
- --------------------------------------------------- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C>
Margo N. Alexander,
Director and president........................... -- -- -- --
Richard Q. Armstrong,
Director......................................... $2,422 -- -- $ 58,006
E. Garrett Bewkes, Jr.,
Director and chairman of
the board of directors........................... -- -- -- --
Richard R. Burt,
Director......................................... $2,272 -- -- $ 46,818
Mary C. Farrell,
Director***...................................... -- -- -- --
Meyer Feldberg,
Director***...................................... $ 756 -- -- $ 59,111
George W. Gowen,
Director***...................................... $ 756 -- -- $ 56,111
Federic V. Malek,
Director***...................................... $ 756 -- -- $ 53,571
Carl W. Schafer,
Director***...................................... $ 756 -- -- $ 57,793
John R. Torell III,
Director......................................... $2,422 -- -- $ 56,943
</TABLE>

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* Represents fees paid to each director during the fiscal year ended October
31, 1996.

** Represents total compensation paid to each director by 28 investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser during the twelve months ended December 31, 1996; no fund within the
complex has a bonus, pension, profit sharing or retirement plan.

*** Elected as a director at a shareholder meeting held on April 11, 1996.

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PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Fund's financial statements for the fiscal year ended October 31, 1996,
were audited by Price Waterhouse LLP ('Price Waterhouse'), independent
accountants. In addition, Price Waterhouse prepares the Fund's federal and state
annual income tax returns.

The board of directors of the Fund has selected Price Waterhouse as the
independent accountants for the Fund for the fiscal year ending October 31,
1997, subject to ratification by shareholders of the Fund at the annual meeting.
Price Waterhouse has been the Fund's independent accountants since its inception
in October 1993. The ratification of Price Waterhouse as independent accountants
is to be voted upon at the annual meeting, and it is intended that the persons
named in the accompanying proxy will vote for such ratification unless contrary
instructions are given. Price Waterhouse has informed the Fund that it has no
material direct or indirect financial interest in the Fund. The affirmative vote
of the holders of a majority of the shares of the Fund cast at the annual
meeting is required for ratification, provided a quorum is present.

Representatives of Price Waterhouse are not expected to be present at the
meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL 2.

EXECUTIVE OFFICERS

Officers of the Fund are appointed by the directors and serve at the
pleasure of the board. None of the Fund's officers currently receives any
compensation from the Fund. The executive officers of the Fund, in addition to
Mrs. Alexander (about whom information is given previously), are:

TERESA M. BOYLE, age 38, vice president of the Fund (appointed
December 1993). Ms. Boyle is a first vice president of Mitchell Hutchins.
Prior to November 1993, she was compliance manager of Hyperion Capital
Management, Inc., an investment advisory firm. Prior to April 1993, Ms.
Boyle was a vice president and manager -- legal administration of Mitchell
Hutchins. Ms. Boyle is a vice president of 29 investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.

C. WILLIAM MAHER, age 35, vice president and assistant treasurer of
the Fund (appointed June 1995). Mr. Maher is a first vice president and a
senior manager of the mutual fund finance division of Mitchell Hutchins.
Mr. Maher is a vice president and assistant treasurer of 29 investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.

DENNIS MCCAULEY, age 50, vice president of the Fund (appointed
September 1995). Mr. McCauley is a managing director and chief investment
officer-fixed income of Mitchell Hutchins. Prior to December 1994, he was
director of fixed income investments of IBM Corporation. Mr. McCauley is a
vice president of 18 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.

ANN E. MORAN, age 39, vice president and assistant treasurer of the
Fund (appointed June 1993). Ms. Moran is a vice president of Mitchell
Hutchins. Ms. Moran is a vice president and assistant treasurer of 29
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.

DIANNE E. O'DONNELL, age 44, vice president and secretary of the Fund
(appointed February 1993). Ms. O'Donnell is a senior vice president and
deputy general counsel of Mitchell Hutchins. Ms.

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O'Donnell is a vice president and secretary of 28 investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.

EMIL POLITO, age 36, vice president of the Fund (appointed September
1996). Mr. Polito is a senior vice president and director of operations and
control for Mitchell Hutchins. From March 1991 to September 1993, he was
director of the Mutual Funds Sales Support and Service Center for Mitchell
Hutchins and PaineWebber. Mr. Polito is a vice president of 29 investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.

VICTORIA E. SCHONFELD, age 45, vice president of the Fund (appointed
May 1994). Ms. Schonfeld is a managing director and general counsel of
Mitchell Hutchins. Prior to May 1994, she was a partner in the law firm of
Arnold & Porter. Ms. Schonfeld is a vice president of 29 investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.

PAUL H. SCHUBERT, age 33, vice president and assistant treasurer of
the Fund (appointed September 1994). Mr. Schubert is a first vice president
and a senior manager of the mutual fund finance division of Mitchell
Hutchins. From August 1992 to August 1994, he was a vice president at
BlackRock Financial Management, Inc. Prior to August 1992, he was an audit
manager with Ernst & Young LLP. Mr. Schubert is a vice president and
assistant treasurer of 29 investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.

JULIAN F. SLUYTERS, age 36, vice president and treasurer of the Fund
(appointed February 1993). Mr. Sluyters is a senior vice president and the
director of the mutual fund finance division of Mitchell Hutchins. Mr.
Sluyters is a vice president and treasurer of 29 investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.

GREGORY K. TODD, age 40, vice president and assistant secretary of the
Fund (appointed June 1993). Mr. Todd is a first vice president and senior
associate general counsel of Mitchell Hutchins. Prior to 1993, he was a
partner in the law firm of Shereff, Friedman, Hoffman & Goodman. Mr. Todd
is a vice president and assistant secretary of nine investment companies
and vice president and secretary of one investment company for which
Mitchell Hutchins or PaineWebber serves as investment adviser.

STUART WAUGH, age 41, vice president of the Fund (appointed February
1993). Mr. Waugh is a managing director and a portfolio manager of Mitchell
Hutchins responsible for global fixed income investments and currency
trading. Mr. Waugh is a vice president of five investment companies for
which Mitchell Hutchins serves as investment adviser.

KEITH A. WELLER, age 35, vice president and assistant secretary of the
Fund (appointed September 1995). Mr. Weller is a first vice president and
associate general counsel of Mitchell Hutchins. Prior to joining Mitchell
Hutchins in June 1995, he was an attorney with the law firm of Brown &
Wood. Mr. Weller is a vice president and assistant secretary of 28
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

An initial report under Section 16(a) of the Securities Exchange Act of
1934 was not timely filed for Mr. Polito. This delayed report did not involve
any transactions in the Fund's common stock but related to his election as an
officer. Also, a report under that section of that Act was not timely filed for
Mr. Torell. This delayed report involved a purchase of the Fund's common stock.
The Fund is not aware of any outstanding report required to be filed by any
board member.

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SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit proposals to be considered at the
Fund's 1998 annual meeting of shareholders should send such proposals to the
Fund at 1285 Avenue of the Americas, New York, New York 10019, so as to be
received by the Fund no later than September 12, 1997. Shareholder proposals
that are submitted in a timely manner will not necessarily be included in the
Fund's proxy materials. Inclusion of such proposals is subject to limitations
under the federal securities laws.

OTHER BUSINESS

The management knows of no business to be presented to the meeting other
than the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Fund.

By order of the board of directors,

DIANNE E. O'DONNELL
Secretary

January 10, 1997

IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.

- ---------------
GLOBAL
HIGH INCOME
DOLLAR FUND INC.
- ---------------

PROXY
STATEMENT
-----------------------
GLOBAL
HIGH INCOME
DOLLAR FUND INC.
-----------------------

-----------------------
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
FEBRUARY 20, 1997
AND
PROXY STATEMENT
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APPENDIX 1

PROXY

Global High Income Dollar Fund Inc.
Annual Meeting of Shareholders -- February 20, 1997

The undersigned hereby appoints as proxies Gregory K. Todd and Evelyn Chieffo
and each of them (with power of substitution) to vote for the undersigned all
shares of common stock of the undersigned at the aforesaid meeting and any
adjournment thereof with all the power the undersigned would have if personally
present. The shares represented by this proxy will be voted as instructed.
UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY
TO VOTE 'FOR' ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF GLOBAL HIGH INCOME DOLLAR FUND INC.

YOUR VOTE IS IMPORTANT

Please date and sign this proxy on the reverse side and return it in
the enclosed envelope to PFPC Inc., P.O. Box 9426, Wilmington, DE
19809-9938. PFPC Inc. has been engaged to forward the enclosed
proxy material and to tabulate proxies returned by mail.

PLEASE INDICATE YOUR VOTE BY AN 'X' IN THE APPROPRIATE BOX BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'

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<CAPTION>
FOR ALL OR FOR ALL EXCEPT OR WITHHOLD

<S> <C> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW AND MARK CENTER BOX TO RIGHT.) [ ] [ ] [ ]
Margo N. Alexander, Richard Q. Armstrong, E. Garrett
Bewkes, Jr., Richard R. Burt, Mary C. Farrell, Meyer
Feldberg, George W. Gowen, Frederic V. Malek, Carl
W. Schafer, John R. Torell III.
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Continued and to be signed on reverse side

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<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as
the Fund's independent auditors for the fiscal year
ending October 31, 1997. [ ] [ ] [ ]
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This proxy will not be voted unless it is dated and signed
exactly as instructed below

If shares are held jointly, each shareholder named should sign. If only one
signs, his or her signature will be binding. If the shareholder is a
corporation, the President or a Vice President should sign in his or her own
name, indicating title. If the shareholder is a partnership, a partner should
sign in his or her own name, indicating that he or she is a 'Partner.'

Sign exactly as name appears hereon.

________________________________(L.S.)

Date ___________________________, 1997

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