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CORRESP
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September 19, 2024

Daniel Greenspan

John Kernan

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    T. Rowe Price High
    Yield Fund, Inc. (“Registrant”)

    on behalf of the following series:

    T. Rowe Price
    High Yield Fund, Inc. (“Acquiring Fund”)

    File No. 333-281597

Dear Messrs. Greenspan and Kernan:

The following is in response to your comments
provided on September 9, 2024 and September 17, 2024 regarding the Registrant’s registration statement filed on
Form N-14 on August 16, 2024 (the “Registration Statement”). Your comments and our responses are set
forth below. We have included marked excerpts below highlighting the changes we intend to make in response to your comments, as
applicable. Unless otherwise defined, capitalized terms have the same meaning as contained in the Registration Statement.

 1. Comment (J. Kernan): Under Rule 488,
                                            the requirements for a Form N-14 filing require that the filing be materially complete,
                                            and due to the omission of the consent of the Target Fund’s independent registered
                                            public accounting firm in Part C of the registration statement, the Staff deems the
                                            filing to be incomplete. Accordingly, please file a delaying amendment.

Response: The Registrant filed
a delaying amendment on September 11, 2024 (SEC Accession No. 0001104659-24-098904).

 2. Comment (J. Kernan): Please consider
                                            modifying the following sentence in the Registration Statement to clarify which information
                                            is being incorporated by reference: “Information relating to the Target Fund contained
                                            in the Annual Report, dated February 20, 2024, (File No. 811-05399) is incorporated
                                            by reference in this document.” Please also confirm that the information regarding
                                            the Board of Directors of the Target Fund is provided as of a recent practicable date.

Response: The Registrant will
revise the sentence as follows:

Information
In addition to the information contained in this Proxy Statement/Prospectus,
information relating to the management of the Target Fund
contained in the Annual Report, dated February 20, 2024, (File No. 811-05399) is incorporated by reference in this document.

The Registrant notes that the information
in the Annual Report supplements the information about the officer and Directors of the Target Fund provided as of the date filing, which
is included in the section of the Registration Statement describing the election of Directors of the Target Fund.

 3. Comment (J. Kernan): The section of
                                            the Proxy Statement/Prospectus entitled “Supplemental Financial Information”
                                            includes disclosure indicating that the Reorganization will not result in a material change
                                            to the Target Fund’s investment portfolio due to the investment restrictions of the
                                            Acquiring Fund. Please provide supplementally your analysis supporting this statement.

Response: As noted in the Proxy
Statement/Prospectus, approximately 34% of the securities of the Target Fund are anticipated to be sold to allow the Target Fund to terminate
its liquidity facility and reduce its outstanding borrowings as well as to comply with the 15% Illiquid Investment Limit. The Adviser
estimates that approximately 31% of the 34%—or 90% of the total repositioning—is due to the termination of the Target Fund’s
liquidity facility and reduction of its outstanding borrowings. As a result, the Registrant concluded that the Reorganization will not

result in a material change to the Target
Fund’s investment portfolio due to the investment restrictions of the Acquiring Fund. Notwithstanding this conclusion, the Registrant
will add the following clarifying disclosure to the Registration Statement where appropriate:

Although the Reorganization will not result
in a material change to the Target Fund’s investment portfolio due to the investment restrictions of the Acquiring Fund, approximately
34% of the securities are anticipated to be sold to allow the Target Fund to terminate its liquidity facility and reduce its outstanding
borrowings as well as to comply with the 15% Illiquid Investment Limit.

 4. Comment (J. Kernan): In the discussion
                                            of fees and expenses incurred in connection with the Reorganization in the Questions and
                                            Answers section of the Proxy Statement/Prospectus, please clarify in the disclosure which
                                            costs the Target Fund shareholders will bear indirectly regardless of whether the Reorganization
                                            is consummated.

Response: The Registrant will
revise the disclosure as follows:

The Target Fund will pay all of the costs associated
with the Reorganization, which are estimated to be $615,000 (including auditor and legal fees and the costs of preparing and filing the
enclosed Proxy Statement/Prospectus) (the “Reorganization Costs”). These
Reorganization Costs will be borne indirectly by the Target Fund’s shareholders regardless of whether the Reorganization is consummated.

In addition to the costs of the Reorganization,
as part of its winding up and dissolution, the Target Fund will also bear other costs. These costs include, among others, legal and accounting
fees, fees for a non-cancelable run-off directors & officers / errors & omissions policy (as required under the Plan
of Reorganization), termination fees that may be incurred for early termination of Target Fund agreements, and severance payments, which
are estimated to be approximately $1,135,000. The These estimated Reorganization Costs costs will be borne indirectly by the Target Fund’s shareholders regardless of whether only
if the Reorganization is consummated.

The
Reorganization Costs and the costs associated with the winding up and dissolution of the Target Fund are separate and independent of
each other. Together, these costs are approximately $1,750,000.

These estimated costs will be accrued as a
liability of the Target Fund prior to the completion of the Reorganization and such liability will be adjusted if actual costs are higher
or lower than the estimate. Accordingly, the NAV of the Target Fund will be reduced by the amount of such costs prior to the determination
of the NAV of the Target Fund for purposes of determining the number of Acquiring Fund shares to be received in the Reorganization.

In
addition to the fees and expenses described above, Target Fund shareholders will also indirectly bear the estimated brokerage commission
and other transaction costs associated with the portfolio repositioning described earlier in the Questions and Answers only if Target
Fund shareholders approve the Reorganization.

As applicable, the Registrant has made
corresponding changes throughout the Registration Statement.

 5. Comment (J. Kernan): Please correct
                                            the reference in the section of the Registration Statement entitled “Financial Highlights”
                                            to the “semi-annual report for the Target Fund” for the six-month period ended
                                            November 30, 2023 that should instead refer to the “semi-annual report for the
                                            Acquiring Fund.”

Response: The Registrant will
correct the reference.

 6. Comment (J. Kernan): Please ensure
                                            that hyperlinks are added for any documents incorporated by reference into the Registration
                                            Statement.

Response (J. Kernan): The Registrant
will ensure that hyperlinks are added for all documents incorporated by reference.

 7. Comment (J. Kernan): Please move the
                                            section on page 86 of the Proxy Statement/Prospectus entitled “Supplemental Financial
                                            Information” to the Statement of Additional Information.

Response: The Registrant will
move the section on page 86 of the Proxy Statement/Prospectus entitled “Supplemental Financial Information” to the Statement
of Additional Information.

 8. Comment (D. Greenspan): In the fee
                                            table included in the Questions and Answers section of the Proxy Statement/Prospectus, please
                                            correct the management fees shown for the Acquiring Fund.

Response: The Registrant will
correct the management fees shown for the Acquiring Fund.

 9. Comment (D. Greenspan): In the discussion
                                            of fees and expenses incurred in connection with the Reorganization in the Questions and
                                            Answers section of the Proxy Statement/Prospectus, please add disclosure clarifying that
                                            the Reorganization Costs and the costs associated with the winding up and dissolution of
                                            the Target Fund are separate and independent of each other.

Response: The Registrant will
add disclosure clarifying that the Reorganization Costs and the costs associated with the winding up and dissolution of the Target Fund
are separate and independent of each other. Please see the response to Comment 4, which includes the Registrant’s proposed disclosure
revisions.

 10. Comment (D. Greenspan): In the section
                                            of the Proxy Statement/Prospectus entitled “Fees and Expenses,” please clarify
                                            the period for which the Acquiring Fund’s information is presented.

Response: The Registrant will
clarify that the Acquiring Fund’s information is presented for the year ended May 31, 2024.

 11. Comment (D. Greenspan): In the section
                                            of the Proxy Statement/Prospectus entitled “Fees and Expenses,” please include
                                            a bar chart showing the Acquiring Fund’s annual total returns for each of the last
                                            10 calendar years as well as the highest and lowest return for a quarter during the last
                                            10 calendar years.

Response: The Registrant will
include the following information for the Acquiring Fund:

Acquiring Fund – Net Asset Value

During the periods shown in the bar chart,
the Acquiring Fund’s Investor Class shares’ highest and lowest calendar quarter returns were 10.07% and (13.48)%, respectively,
on a net asset value basis for the quarters ended June 30, 2020 and March 31, 2020.

 12. Comment (D. Greenspan): In the section
                                            of the Proxy Statement/Prospectus entitled “Reasons for the Proposed Reorganization,”
                                            please confirm supplementally that the disclosure includes a discussion of any considerations
                                            that were not in favor of the Reorganization.

Response:
The Registrant believes that the principal factors considered by the Target Fund Board in approving the Reorganization,
whether positive or negative, are set forth and discussed in detail in the section of the Proxy Statement/Prospectus
entitled “Reasons for the Proposed Reorganization,” and that such disclosure is consistent

with the Board record. The discussion
in the Proxy Statement/Prospectus contains a detailed discussion of the Board’s deliberations and reflects both positive factors
(e.g., lower fees and expenses and elimination of market price discount) and less favorable factors (e.g., repositioning
costs and other expected costs of the reorganization and historic relative investment performance over certain periods) that the Target
Fund Board considered.

 13. Comment (D. Greenspan): In the section
                                            of the Proxy Statement/Prospectus relating to Proposal 2 entitled “Voting Rights and
                                            Required Vote,” please revise the disclosure to address the treatment and effect of
                                            abstentions and broker non-votes.

Response: The Registrant will
revise the disclosure as follows:

As of the Record Date, 23,374,744 shares of
the Target Fund’s common stock were issued and outstanding. Each shareholder is entitled to one vote per share held, and fractional
votes for fractional shares held, on any matter submitted to a vote at the Shareholder Meeting, including on Proposal 2.

When
a proxy is returned as an abstention or “broker non-vote” (i.e., shares held by brokers or nominees, typically in
 “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to
vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter), the shares represented by
the proxy will be treated as present for purposes of determining a quorum but will be disregarded in determining the “votes cast”
for Proposal 2.

In a non-contested election, such as the one
that will occur during the Shareholder Meeting, a plurality of all the votes cast is sufficient to elect a Director; in a contested election,
an affirmative vote of a majority of the shares outstanding and entitled to vote is sufficient to elect a Director. The presence, in
person or by proxy, of shareholders of the Fund entitled to cast a majority of the votes entitled to be cast at the Shareholder Meeting
constitutes a quorum for the transaction of business. A contested election is one in which the number of nominees exceeds the number
of Directors to be elected. Voting for the election of Directors is non-cumulative; accordingly, holders of (i) a majority of the
outstanding shares represented at the Shareholder Meeting in person or by proxy may elect all of the Directors in a non-contested election,
and (ii) a majority of the shares outstanding and entitled to vote may elect all of the Directors in a contested election. Because
the nominees are running unopposed, all are expected to be elected as Directors, as all nominees who receive votes in favor will be elected,
while votes not cast or votes to withhold will have no effect on the election outcome.

*              *              *

If you have any questions or further comments,
please do not hesitate to call the undersigned at 410-577-4847.

Sincerely,

/s/ Sonia Kurian

Sonia Kurian

Vice President and Managing Legal Counsel, T. Rowe Price Associates, Inc.