UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1420, 2009

Highland Distressed Opportunities, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Jurisdiction of		814-00729(Commission File Number)		205423854 (IRS Employer
Incorporation or Organization)				Identification No.)


Delaware (State or Jurisdiction of Incorporation or Organization)		814-00729 (Commission File Number)		205423854 (IRS Employer Identification No.)

NexBank Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
(Address of Principal Executive Offices)

(877) 247-1888
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~o ~~1.01~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240. 14a-12)

Ono ~~April 14,~~Pre-commencement ~~2009,~~communications ~~the~~pursuant ~~Registrant~~to ~~executed~~Rule ~~Amendment No.~~ 14d-2 (~~the “Amendment”~~b) tounder the ~~Revolving Credit~~Exchange ~~and~~Act ~~Security Agreement~~ (~~the~~17 ~~“Credit~~CFR ~~Agreement”) with Liberty Street Funding LLC, as conduit lender, and The Bank of Nova Scotia, acting through its New York agency, as secondary lender and agent~~240. Under the Amendment, the maximum amount the Registrant may borrow on a revolving basis was reduced from $60 million to $10 million. The Amendment was entered into at the Registrant’s request and will reduce the commitment fee payable by the registrant. The amount the Registrant may borrow is subject to the satisfaction of certain conditions including compliance with borrowing base tests and asset coverage limits. The Credit Agreement expires on May 29, 2009 and borrowings thereunder are secured by substantially all of the assets in the Registrant’s portfolio, including cash and cash equivalents. 14d-2(b))

~~ITEM~~o ~~2.03~~Pre-commencement ~~Creation~~communications ofpursuant ato ~~Direct~~Rule ~~Financial~~13e-4 ~~Obligation~~(c) orunder anthe ~~Obligation~~Exchange ~~Under~~Act an(17 ~~Off-Balance~~CFR ~~Sheet Arrangement~~240. 13e-4(c))

~~The~~ITEM ~~information set forth in Item 1~~7.01. ofRegulation FD ~~this Form 8-K is incorporated herein by reference~~Disclosure.

On April 20, 2009, Highland Distressed Opportunities, Inc. (the “Company”) issued, for the benefit of all investors, a summary of selected Company data, as of March 31, 2009. This summary is included as Exhibit 99.1 to this Form 8-K and will be posted on the Company’s website, www.highlandhcd.com, under the segment entitled “Literature & Prospectus.”

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits.


99.1		HCD — Summary — 03.31.2009, issued on April 20, 2009.*


*		Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Highland Distressed Opportunities, Inc.	~~Highland Distressed Opportunities, Inc.~~
Date: April 17, 2009		By:		/s/ James D. Dondero
Date: April 20, 2009	By:		/s/ James D. Dondero
	Name:	~~Name:~~	James D. Dondero	~~James D. Dondero~~
			President (Principal Executive Officer)	~~President (Principal Executive Officer)~~

EXHIBIT INDEX


Exhibit Number		Description
99.1		HCD — Summary — 03.31.2009, issued on April 20, 2009.

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