OMB APPROVAL
OMB Number:	3235-0145
Expires:	February 28, 2009
Estimated average burden hours per response..10.4


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                              (Amendment No. __)*

                       HIGHLAND DISTRESSED OPPORTUNITIES, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                 COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


				430067 10 8
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                               DECEMBER 31, 2008
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

|X|   Rule 13d-1(b)
|_|   Rule 13d-1(c)
|_|   Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




- -------------------------------------------------------------------------------
                NAME OF REPORTING PERSONS
       1        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                RIVERNORTH CAPITAL MANAGEMENT, INC. TIN 36-4399408
- --------------------------------------------------------------------------------
                CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
                Instructions)
       2        (a) |_|
                (b) |X| REPORTING PERSON IS AN INVESTMENT ADVISER
                WHICH HAS DISCRETIONARY AUTHORITY OVER ACCOUNTS WHICH
                BENEFICIALLY AND COLLECTIVELY OWN FIVE PERCENT OF THE ISSUER.
- --------------------------------------------------------------------------------
       3        SEC USE ONLY

- --------------------------------------------------------------------------------
                CITIZENSHIP OR PLACE OF ORGANIZATION
       4
                ILLINOIS
- --------------------------------------------------------------------------------
                              5    SOLE VOTING POWER

                                   1,257,903
           NUMBER OF
             SHARES           6    SHARED VOTING POWER
          BENEFICIALLY
            OWNED BY               NOT APPLICABLE
              EACH
           REPORTING          7    SOLE DISPOSITIVE POWER
             PERSON
              WITH                 1,257,903

                              8    SHARED DISPOSITIVE POWER

                                   NOT APPLICABLE
- --------------------------------------------------------------------------------
      9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      1,257,903
- --------------------------------------------------------------------------------
      10        CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
                (See Instructions) |_| NOT APPLICABLE

- --------------------------------------------------------------------------------
      11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                                     7.1 PERCENT

- --------------------------------------------------------------------------------
      12        TYPE OF REPORTING PERSON (See Instructions)

                                         IA
- --------------------------------------------------------------------------------




Item 1.

(a)      Name of Issuer

                 HIGHLAND DISTRESSED OPPORTUNITIES, INC.

(b)      Address of Issuer's Principal Executive Offices

             C/O PFPC
             PO BOX 9840
             PROVIDENCE, RI 02940

Item 2.

(a)      Name of Person Filing

                  RIVERNORTH CAPITAL MANAGEMENT, INC.

(b)      Address of Principal Business Office or, if none, Residence

                  325 N. LASALLE, SUITE 645, CHICAGO, IL 60654-7030

(c)      Citizenship

                  ILLINOIS

(d)      Title of Class of Securities

                   COMMON STOCK

(e)     CUSIP Number

              430067 10 8


Item 3.  If this statement is filed pursuant to ss.ss.240.13d-1(b) or
         240.13d-2(b) or (c), check whether the person filing is a:

(a)  |_|  Broker or dealer registered under section 15 of the Act (15 U.S.C.
     78o);

(b)  |_|  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)  |_|  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
     78c);

(d)  |_|  Investment company registered under section 8 of the Investment
     Company Act of 1940 (15 U.S.C. 80a-8);

(e)  |X|  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

(f)  |_|  An employee benefit plan or endowment fund in accordance with
     ss.240.13d-1(b)(1)(ii)(F);

(g)  |_|  A parent holding company or control person in accordance with
     ss.240.13d-1(b)(1)(ii)(G);

(h)  |_|  A savings association as defined in Section 3(b) of the Federal
     Deposit Insurance Act (12 U.S.C. 1813);

(i)  |_|  A church plan that is excluded from the definition of an investment
     company under section 3(c)(14) of the Investment Company Act of 1940 (15
     U.S.C. 80a-3);

(j)  |_|  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 1,257,903

(b) Percent of class: 7.1 PERCENT

(c) Number of shares as to which the person has:

      (i)   Sole power to vote or to direct the vote: 1,257,903

      (ii)  Shared power to vote or to direct the vote: N/A

      (iii) Sole power to dispose or to direct the disposition of: 1,257,903

      (iv)  Shared power to dispose or to direct the disposition of: N/A

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following . NOT APPLICABLE

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to
direct  the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if  such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required. NOT APPLICABLE


Item 7.  Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.

If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G),so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary. NOT APPLICABLE



Item 8.  Identification and Classification of Member of the Group.

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit
stating the identity of each member of the group. NOT APPLICABLE


Item 9.  Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5. NOT APPLICABLE

Item 10. Certification.

(a)  The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.


                                    SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.



                                                   JANUARY 13, 2009
                                       -----------------------------------------
                                                         Date

                                                  /s/RICHARD T. FRANCISCO
                                       -----------------------------------------
                                                        Signature

                                                  RICHARD T. FRANCISCO
                                       -----------------------------------------
                                                       Name/Title