HIGH INCOME PORTFOLIO
N-8A/A, 1999-01-13
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-8A

                    AMENDMENT TO NOTIFICATION OF REGISTRATION

                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940


     The  undersigned  investment  company  hereby  amends its  notification  of
registration filed with the Securities and Exchange Commission on March 30, 1994
pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940
and in connection with such amendment to  notification  of registration  submits
the following information:

Name:    High Income Portfolio

Address of Principal Business Office:
         24 Federal Street
         Boston, MA  02110

Telephone Number:    (617) 482-8260

Name and address of agent for service of process:
         Alan R. Dynner
         24 Federal Street
         Boston, Massachusetts   02110


Check Appropriate Box:

     Registrant is filing a Registration  Statement  pursuant to Section 8(b) of
     the  Investment  Company Act of 1940  concurrently  with the filing of Form
     N-8A: YES [ ] NO [X]

Item 1.        Name of Registrant:  High Income Portfolio.

Item 2.        State and Date of Organization:  New York; May 1, 1992.

Item 3.        Form of Organization:  Trust.

Item 4.        Classification of Registrant:  Management Company.

Item 5(a).     Registrant is an open-end company.

Item 5(b).     Registrant is a diversified company.

Item 6.        Investment Adviser of Registrant: Boston Management and Research,
               24 Federal Street, Boston.
<PAGE>

Item 7.        Board of Trustees of Registrant:

                           Jessica M. Bibliowicz(1)
                           Donald R. Dwight(2)
                           James B. Hawkes*
                           Samuel L. Hayes, III(3)
                           Norton H. Reamer(4)
                           Lynn A. Stout(5)
                           John L. Thorndike(6)
                           Jack L. Treynor(7)

               Officers of Registrant:

                           President:                James B. Hawkes*
                           Vice President:           Michael W. Weilheimer*
                           Secretary:                Alan R. Dynner*
                           Treasurer:                James L. O'Connor*
                           Assistant Secretary/
                              Assistant Treasurer:   Janet E. Sanders*
                           Assistant Treasurer:      Barbara E. Campbell*
                           Assistant Secretary:      A. John Murphy*
                           Assistant Secretary:      Eric G. Woodbury*

          The  address  for each of the  above-named  Trustees  and  Officers of
          Registrant  is as follows:  (1) One  Rockefeller  Plaza,  New York, NY
          10020;  (2) Clover Mill Lane,  Lyme, NH 04768; (3) 345 Nahatan Street,
          Westwood, MA 02090; (4) One International Place, Boston, MA 02110; (5)
          Georgetown   University  Law  Center,   600  New  Jersey  Avenue,  NW,
          Washington, DC 20001; (6) 10 Main Street, Dover, MA 02030; (7) 504 Via
          Almar, Palos Verdes Estates, CA 90274; *24 Federal Street,  Boston, MA
          02110.

Item 8.        Inapplicable.

Item 9(a).     No;   Registrant  is  not  currently  issuing  and  offering  its
               securities directly to the public.

Item 9(b).     Inapplicable.

Item 9(c).     No;  Registrant  does  not  presently  propose  to make a  public
               offering of its securities.

Item 9(d).     Yes.

Item 9(e).     As of December 31,  1998,  there were four  beneficial  owners of
               Registrant's outstanding securities. As of December 31, 1998, the
               following   investors  held  10%  or  more  of  the   outstanding
               securities  of the  Registrant:  Eaton  Vance High  Income Fund -
               71.8%; and EV Medallion High Yield Fund - 23.7%. No other Holders
               of Interests held more than 10% of the  Registrant's  outstanding
               securities as of that date.

Item 10.       Current Value of Registrant's Total Assets:  $969,774,122

Item 11.       No.

Item 12.       Registrant  incorporates  by  reference  the  September  30, 1998
               financial  statements as previously filed electronically with the
               Commission    on    December    9,    1998     (Accession     No.
               0000950109-98-005362).
<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements  of the  Investment  Company Act of 1940, the
Registrant has caused this amendment to  Notification of Registration to be duly
signed on its behalf in the City of Boston and  Commonwealth of Massachusetts on
the 11th day of January, 1999.


                                            HIGH INCOME PORTFOLIO


                                            By: /s/ James B. Hawkes
                                               -------------------------
                                               James B. Hawkes
                                               President

Attest: /s/ Janet E. Sanders
       ----------------------------
       Janet E. Sanders
       Assistant Secretary


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