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

              NOTIFICATION OF REDEMPTION OF SECURITIES PURSUANT TO
               RULE 23C-2 UNDER THE INVESTMENT COMPANY ACT OF 1940

                  Investment Company Act file number: 811-05557

                  PROSPECT STREET(R) HIGH INCOME PORTFOLIO INC.
                  ---------------------------------------------
             (Exact Name of the Registrant as Specified in Charter)

                               Two Galleria Tower
                           13455 Noel Road, Suite 800
                               Dallas, Texas 75240
               (Address of Principal Executive Offices - Zip Code)

     The undersigned registered closed-end investment company hereby notifies
the Securities and Exchange Commission ("Commission") that it intends to redeem
securities of which it is the issuer, as set forth below in accordance with the
requirements of Rule 23c-2 under the Investment Company Act of 1940 (the "Act").

(1) TITLE OF CLASS OF SECURITIES OF PROSPECT STREET(R) HIGH
INCOME PORTFOLIO INC. ("FUND") TO BE REDEEMED:

Series W Auction Rate Cumulative Preferred Shares ("Preferred Shares")

(2) DATE ON WHICH THE SECURITIES ARE TO BE REDEEMED:

The Preferred Shares will be redeemed on July 17, 2008.

(3) APPLICABLE PROVISIONS OF THE GOVERNING INSTRUMENT PURSUANT TO WHICH THE
SECURITIES ARE TO BE REDEEMED:

The Preferred Shares are to be redeemed pursuant to Sections 3(a)(i) and (b) of
the Fund's Articles Supplementary Creating Auction Rate Cumulative Preferred
Shares.

(4) NUMBER OF SHARES AND THE BASIS UPON WHICH THE SECURITIES TO BE REDEEMED ARE
TO BE SELECTED:

The Fund intends to redeem all of the outstanding Preferred Shares.


                                    SIGNATURE

     Pursuant to Rule 23c-2 under the Act, the Fund has caused this notification
to be duly executed on its behalf in the City of Dallas and the State of Texas
on the 6th day of June, 2008.

                                   Prospect Street(R) High Income Portfolio Inc.


                                   By:   /s/ M. Jason Blackburn
                                      ------------------------------------------
                                   Name:   M. Jason Blackburn
                                   Title:  Treasurer and Secretary