SecProbe.io

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KIRKPATRICK & LOCKHART LLP                         1800 Massachusetts Avenue, NW
                                                   Suite 200
                                                   Washington, DC  20036-1221
                                                   202.778.9000
                                                   202.778.9100 Fax
                                                   www.kl.com

                                October 20, 2004

Valerie J. Lithotomos
Senior Counsel
Office of Disclosure and Review
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC   20549

      Re:  RMK Advantage Income Fund, Inc. (the "Fund")
           (File Nos. 333-18846 and 811-21631)

Dear Ms. Lithotomos:

      This letter responds to comments received from Securities and Exchange
Commission's staff by letter dated October 7, 2004.

      For your convenience of reference we have restated each of your comments
below followed by the Fund's proposed response. Where appropriate we have also
included cross-references to the Fund's Prospectus.

      We currently plan to file Pre-Effective Amendment No. 1 to the Fund's
Registration Statement on October 20, 2004.

PROSPECTUS AND COVER PAGE

           COMMENT 1: Please state the amount of "certain additional
      compensation to the [Lead Underwriter]."

      RESPONSE: We have revised the referenced sentence to read "The Adviser has
agreed to pay certain additional compensation to Morgan Keegan & Company, Inc.
The total amount of this additional compensation will not exceed 4.5% of the
total price to the public of the common shares sold in this offering. See
`Underwriting.'" See cover page of Prospectus. We note that the underwriters
will not receive any additional compensation in the form of expense
reimbursements.

           COMMENT 2: Please confirm that the pricing table and explanatory
      disclosure regarding the over-allotment option will be located on the
      outside front cover of the prospectus. SEE Item 1.1.g. of Form N-2.

<PAGE>

Valerie J. Lithotomos, Esq.
October 20, 2004
Page 2

      RESPONSE: We confirm that the pricing table and explanatory disclosure
regarding the over-allotment option are located on the outside front cover of
the Prospectus.

           COMMENT 3: Confirm that the statement that the Fund has no history of
      public trading will appear prominently on the front cover of the
      prospectus. SEE Item 1.1.i. of Form N-2.

      RESPONSE: We confirm that the statement that the Fund has no history of
public trading appears prominently on the front cover of the Prospectus.

           COMMENT 4: In the Prospectus Summary, please remove "Philosophy and
      Process" in the heading titled "Investment Objectives."

      RESPONSE: We have removed "Philosophy and Process" from the referenced
heading; that heading now reads "Investment Objectives." See page 1 of
Prospectus.

           COMMENT 5: In the "Investment Policies" section, please be more
      specific and state what is meant by a "majority" of the Fund's total
      assets in a diversified portfolio.

      RESPONSE: The Fund will invest at least 50% of its total assets in below
investment grade debt securities. We have revised the referenced sentence to
read: "The Fund will seek to achieve its investment objectives by investing a
majority of its total assets in below investment grade debt securities that the
Adviser believes offer attractive yield and capital appreciation potential." See
page 1 of the Prospectus.

           COMMENT 6: If the investment of up to 15% of total assets in foreign
      debt and equity securities and up to 25% of total assets in domestic
      equity securities is part of the Fund's principal strategy, please mention
      this on the cover page.

      RESPONSE: We have added the following disclosure to the cover page of the
Prospectus: "The Fund also may invest up to 15% of its total assets in foreign
debt and equity securities and up to 25% of its total assets in domestic equity
securities, including common and preferred stocks."

           COMMENT 7: Supplementally inform the staff under what circumstances
      there would be a consistency between the Fund's primary investment
      objective (seeking a high level of current income) and its secondary
      investment objective (seeking capital growth).

<PAGE>

Valerie J. Lithotomos, Esq.
October 20, 2004
Page 3

      RESPONSE: The Fund seeks to invest in undervalued securities with income
characteristics. As the market recognizes the value of such securities their
price may increase and the Fund may have the opportunity to realize capital
gain.

           COMMENT 8: Please clarify what is meant by the following sentence:
      "This `bottom-up' approach generally focuses on `out-of-favor' and/or
      undervalued sectors and/or issuers." Also, please revise this sentence in
      plain English.

      RESPONSE: We have revised the referenced sentence to read: "This
`value-investing' approach generally emphasizes the analysis and selection of
individual securities over attempting to forecast macro-economic trends or
interest rate movements." See page 1 of the Prospectus.

           COMMENT 9: After the "Table of Contents," please add disclosure that
      the Fund will amend the prospectus if there are any subsequent, material
      changes to its operating condition.

      RESPONSE: We are aware of the Fund's obligation to update the Prospectus
under certain circumstances and the Fund will do so for as long as it is
required. However, we believe that the language following the "Table of
Contents" is appropriate to caution investors: "The Fund's business, financial
condition and prospects may have changed since the date of this Prospectus." If
investors refer to the Fund's Prospectus at a time when the Fund is no longer
required to update it, we do not want investors to assume that the information
is still current. We note that this type of disclosure appears frequently in
closed-end fund prospectuses, including the prospectuses for Pioneer Tax
Advantaged Balanced Trust, Pimco High Income Fund, RMK Strategic Income Fund,
Inc. and RMK High Income Fund, Inc.

           COMMENT 10: Please supplementally inform the staff the authority for
      the holders of preferred shares, voting separately as a class, electing
      two of the Fund's directors.

      RESPONSE: Section 18(a)(2)(C) of the 1940 Act requires holders of
preferred shares, voting separately as a class, to elect two of the Fund's
directors.

           COMMENT 11: Under the section "Investment Adviser and Administrator,"
      please supplementally inform the staff the names of the Advisor's
      predecessors.

      RESPONSE: The Adviser has operated under the following three names: Morgan
Asset Management, Inc., Southern Capital Advisors, Inc. and Morgan Keegan
Investment Management Company, Inc.

<PAGE>

Valerie J. Lithotomos, Esq.
October 20, 2004
Page 4

           COMMENT 12: Please advise whether the NASD has reviewed and approved
      the terms of the underwriting agreement.

      RESPONSE: The NASD has not yet completed its review of the terms of the
underwriting agreement.

           COMMENT 13: The statement that "[t]he Fund anticipates that it will
      limit its offering _____ common shares, not including any exercise by the
      Underwriters of their over-allotment option" should be repeated and
      expanded upon in the Prospectus Summary section.

      RESPONSE: The requested disclosure appears in the Prospectus Summary on
page 1 of the Prospectus. We have added additional space around the paragraph to
make the disclosure more prominent.

           COMMENT 14: In the Summary of Fund Expenses, please confirm that the
      table in footnote 3 will be minimized in order to show that it is part of
      the footnote.

      RESPONSE: We confirm that the table in footnote 3 has been minimized to
show that it is part of the footnote. See page 13 of the Prospectus.

STATEMENT OF ADDITIONAL INFORMATION

           COMMENT 15: Under the "Investment Adviser and Administrator" section,
      it states that discussion of the board consideration of advisory agreement
      to be filed by amendment. The disclosure should contain a reasonably
      detailed discussion of the material factors that formed the basis for the
      board of directors approving the investment advisory contract. Please
      include the disclosure required by Instruction to Item 18.13 of Form N-2.
      Supplementally confirm with the staff that such review and approval of the
      advisory agreement will take place prior to the registration statement
      being declared effective.

      RESPONSE: We confirm that the Board will review and consider the advisory
agreement before the Fund's Registration Statement has been declared effective.
We will include disclosure concerning the Board's consideration in Pre-Effective
Amendment No. 2 to the Fund's Registration Statement.

           COMMENT 16: Please define "Regulations" referenced in the section
      titled "Sale or Redemption of Shares."

<PAGE>

Valerie J. Lithotomos, Esq.
October 20, 2004
Page 5

      RESPONSE: "Regulations" is defined as the "present provisions of the Code
and the Treasury regulations promulgated thereunder" in the section entitled
"Federal Tax Matters." See page 47 of the Statement of Additional Information.

           COMMENT 17: Please provide the financial statements and exhibits
      required by Item 24 of Section C of Form N-2 not already filed with the
      Commission.

      RESPONSE: We have included certain exhibits in Pre-Effective Amendment No.
1 to the Fund's Registration Statement. In Pre-Effective Amendment No. 2 we will
provide the financial statements and any remaining exhibits required by Item 24
of Section C of Form N-2 that have not already been filed with the Commission.

GENERAL COMMENTS

           COMMENT 18: We note that portions of the filing are incomplete. We
      may have additional comments on such portions when you complete them in a
      pre-effective amendment, on disclosures made in response to this letter,
      on information supplied supplementally, or on exhibits added in
      any-pre-effective amendments.

      RESPONSE: We have included additional information in Pre-Effective
Amendment No. 1, including expense information, the identity of the underwriters
and certain exhibits. Pre-Effective Amendment No. 2 will be complete in all
material respects except for pricing. The Fund recognizes that it may receive
additional comments on the portions added to its registration statement, on
disclosure in response to this letter, on information supplied supplementally
and exhibits filed in pre-effective amendments.

           COMMENT 19: If you intend to omit certain information from the form
      of prospectus included with the registration statement that is declared
      effective in reliance on Rule 430A under the Securities Act, please
      identify the omitted information to us supplementally, preferably before
      filing the final pre-effective amendment.

      RESPONSE: We intend to rely on Rule 430A to omit pricing information from
the form of Prospectus included with the Registration Statement that is declared
effective. As we discussed, we will not be able to provide the specific pricing
information until after we file the final pre-effective amendment. The type of
information we intend to omit includes the number of common shares, the
information contained in the pricing table on the front cover of the Prospectus

<PAGE>

Valerie J. Lithotomos, Esq.
October 20, 2004
Page 6

(which appears both on the front cover and elsewhere in the Prospectus), and the
amount of the concessions and discounts allowed by the underwriters.

           COMMENT 20: Please advise us if you have submitted or expect to
      submit an exemptive application or no-action request in connection with
      your registration statement.

      RESPONSE: We have not and are not expecting to submit an exemptive
application or no-action request with our registration statement.

           COMMENT 21: Response to this letter should be in the form of a
      pre-effective amendment filed pursuant to Rule 472 under the Securities
      Act. Where no change will be made in the filing in response to a comment,
      please indicate this fact in a supplemental letter and briefly state the
      basis for your position.

      RESPONSE: We will file a pre-effective amendment. In addition, we submit
this response letter, in which we indicate where no change was made in response
to a comment.

           COMMENT 22: Supplementally inform the staff of the status of the
      Fund's application for listing on the New York Stock Exchange.

      RESPONSE: The New York Stock Exchange has reviewed the Fund's initial
submissions and has authorized the Fund to submit its formal application. The
New York Stock Exchange is aware of the timing of the offering and the Fund's
anticipation of seeking effectiveness during the first week of November.

<PAGE>

Valerie J. Lithotomos, Esq.
October 20, 2004
Page 7

                                      * * *

      The Fund acknowledges that: (1) it is responsible for the adequacy and
accuracy of the disclosure in its registration statement; (2) staff comments or
changes to disclosure in response to staff comments in the registration
statement reviewed by the staff do not foreclose the SEC from taking any action
with respect to the registration statement; and (3) it may not assert staff
comments as a defense in any proceeding initiated by the SEC or any person under
the federal securities laws of the United States.

      If you have any further comments or questions regarding this response,
please contact Jennifer Gonzalez at (202) 778-9286 or Arthur J. Brown at (202)
778-9046. Thank you for your attention to this matter.

                                        Sincerely,

                                        /s/ Jennifer R. Gonzalez
                                        ------------------------
                                            Jennifer R. Gonzalez

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