SecProbe.io

CORRESP
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    Erin M. Lett

    To Call Writer Directly:

    +1 202 389 3353

    erin.lett@kirkland.com

    1301 Pennsylvania Avenue, N.W.

    Washington, D.C. 20004

    United States

    +1 202 389 5000

    www.kirkland.com

    Facsimile:

    +1 202 389 5200

October 4, 2022

By EDGAR

United States Securities and Exchange Commission
 Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ryan Sutcliffe and Megan Miller

 Re: Eagle Point Income Company Inc.

                                            Registration Statement on Form N-2, File Nos. 333-266905

                                            and 811-23384

Dear Ladies and Gentlemen:

On behalf of Eagle Point Income Company Inc., a Delaware corporation
(the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) regarding the Company’s Registration Statement on Form N-2,
File Nos. 333-266905 and 811-23384 (the “Registration Statement”), on September 19, 2022 in a telephone call
between Ryan Sutcliffe of the Staff and Erin M. Lett of Kirkland & Ellis LLP, outside counsel to the Company. For your convenience,
a transcription of the Staff’s comments is included in this letter, with each comment followed by the applicable response. Capitalized
terms used in this letter, but not defined herein, shall have the meanings set forth in the Registration Statement.

    Austin

    Bay Area

    Beijing

    Boston

    Brussels
    Chicago

    Dallas

    Hong Kong
    Houston

    London

    Los Angeles
    Munich

    New York
    Paris

    Salt Lake City
    Shanghai

    United States Securities and Exchange

Commission

    October 4, 2022

    Page 2

 1. Please
                                            supplementally describe the timeline of the sale of common stock to BRPC II and the resale
                                            via the affiliated broker-dealer and analyze compliance of the committed equity facility
                                            with federal securities laws. Areas to be addressed should include, but not be limited to,
                                            Section 17 (affiliated transactions), Section 23 (selling below net asset value,
                                            including when and how net asset value will be calculated for compliance purposes), Regulation
                                            M (including discussion of any stabilization efforts) and lock-up periods.

Response:

As disclosed in the Registration Statement, for a 24-month period beginning
on the Commencement (unless the Purchase Agreement is terminated earlier), the Company, from time to time at its sole discretion, can
direct BRPC II to purchase shares of the Company’s common stock pursuant to the Purchase Agreement. However, the Company will only
direct such purchases when, among other things, (1) the Company is not in possession of material non-public information and is not
otherwise restricted from selling its shares (as determined in compliance with the Company’s compliance policies and procedures,
all of which have been adopted pursuant to Rule 38a-1 under the Investment Company Act of 1940, as amended (the “1940 Act”))
and (2) the sale of common stock to BRPC II pursuant to the Purchase Agreement is in accordance with Section 23 of the 1940
Act. The maximum number of shares of common stock that BRPC II is required to purchase in any single purchase under the Purchase Agreement
may not exceed the lesser of (i) 1,000,000 shares of the Company’s common stock and (ii) 20% of the total aggregate number
(or volume) of shares of the Company’s common stock traded on the NYSE during the applicable measurement period. Furthermore, BRPC
II will not be required to purchase or acquire any shares of the Company’s common stock under the Purchase Agreement which, when
aggregated with all other shares of the Company’s common stock then beneficially owned by BRPC II and its affiliates (as calculated
pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would cause BRPC II to beneficially
own on an aggregated basis of more than 4.99% of the outstanding shares of the Company’s common stock.

Once BRPC II has purchased the shares from the Company, BRPC II can
sell such shares through its affiliated broker-dealer, BRS, whenever BRPC II determines. Following the sale of shares to BRPC II, the
Company cannot direct when, if or how such shares may be resold, although the Company understands that BRPC II could resell the shares
as quickly as the same day that the shares were purchased from the Company.

Section 15 of the 1940 Act

Out of an abundance of caution, in the event BRPC II could be considered
a principal underwriter of the Company, the Company has approved the Purchase Agreement in accordance with the requirements of Section 15(c) of
the 1940 Act.

    United States Securities and Exchange

Commission

    October 4, 2022

    Page 3

Section 17 of the 1940 Act

As described above, the Purchase Agreement includes an ownership limitation
that restricts the sale of shares to BRPC II if such sale would result in BRPC II and its affiliates holding more than 4.99% of the Company’s
outstanding common stock. Accordingly, at no point during the term of the committed equity financing should BRPC II be deemed an “affiliated
person” of the Company (within the meaning of the 1940 Act) by virtue of the Purchase Agreement. However, if BRPC II were to otherwise
be an affiliated person of the Company (within the meaning of the 1940 Act) or be deemed a principal underwriter of the Company during
the term of the committed equity financing, the Company could still sell shares to BRPC II under the Purchase Agreement because Section 17(a)(2) of
the 1940 Act carves out of the prohibited transactions between a registered investment company and its affiliated persons and principal
underwriters the purchase of securities of which the investment company is the issuer.

Section 23 of the 1940 Act

Prior to each direction to BRPC II to purchase shares of the Company’s
common stock pursuant to the Purchase Agreement, the Company will determine that the sale of shares of the Company’s common stock
would not be below the net asset value per share as determined within 48 hours, excluding Sundays and holiday, of such sale, and thus
compliant with Section 23(b) of the 1940 Act. Specifically, each time the Company directs BRPC II to purchase shares under
the Purchase Agreement, the Company will establish a price floor such that the net proceeds to the Company (i.e., after giving effect
to the 3% discount to VWAP) is equal to or above then current net asset value per share. Pursuant to the Purchase Agreement, the VWAP
calculation used to determine BRPC II’s purchase price will exclude any trades consummated at a price below the applicable floor,
which will ensure that all sales are at prices above the then current net asset value. The Company supplementally notes that in the event
that the Company wished to sell shares pursuant to the committed equity facility and the purchase price under the Purchase Agreement
were not sufficiently high, the Adviser could contribute an amount necessary to ensure that the net proceeds to the Company (including
any contribution received form the Adviser) represents a sales price at or above the Company’s then current net asset value per
share, consistent with Section 23(b).

Securities Act

The Company has structured the committed equity facility to be in compliance
with the requirements of Securities Act of 1933, as amended. The Company specifically notes that, in connection with the committed equity
facility and the Registration Statement, each of the conditions set forth in the answer to Question 139.13 of the Compliance and Disclosure
Interpretations for the Securities Act Sections are satisfied.

    United States Securities and Exchange

 Commission

    October 4, 2022

    Page 4

Regulation M

Regulation M prohibits BRPC II, any affiliated purchasers and any broker-dealer
or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase,
any security which is the subject of the distribution (i.e., the Company’s common stock) until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution
of the Company’s common stock. As disclosed on page 92 of the Registration Statement and as required under the Purchase Agreement,
BRPC II is required to comply with Regulation M and has advised the Company that it intends to so comply.

Lock-up

The Company respectfully submits that there are no lock-up agreements
in connection with the committed equity facility. BRPC II can resell shares purchased under the Purchase Agreement if and when it so elects.

 2. Please describe in the disclosure the “at the market” program and how it interacts with the committed equity facility.

Response:

The Company respectfully submits that the description of the Company’s
 “at-the-market” (“ATM”) program is incorporated by reference to the Company’s Annual Report on Form N-CSR
for the fiscal year ended December 31, 2021, filed with the Commission on February 17, 2022 (the “Annual Report”).
The Company notes that nearly all of the shares of common stock available under the “at-the-market” program that the Company
launched in December 2021 have been sold as of the date of this letter. However, the Company could launch another ATM program during
the term of the committed equity financing.

Ultimately, the Company will seek to raise equity financing in accordance
with its general corporate needs, including the availability of investment opportunities in the marketplace, the desire to maintain a
target leverage ratio, and the potential accretion of issuing shares at a premium to net asset value. In the event that the Company were
to have an ATM program running concurrently with the committed equity facility, and had a limited need for equity financing, the Company
would expect to prioritize the ATM program given that the ATM is a less expensive source of capital. The Company further notes that any
sales that were to occur under an ATM program would impact the volume and VWAP calculation for the committed equity facility, which are
used to determine the final size and pricing of each purchase notice.

    United States Securities and Exchange

 Commission

    October 4, 2022

    Page 5

 3. Please explain why BRPC II should not be considered a broker-dealer and thereby required to register with FINRA.

Response:

The Company has been advised by BRPC II that BRPC II does not acquire
securities for the account of others and therefore is not a “broker” within the meaning of the registration requirements of
Section 15(a) of the Exchange Act. Section 3(a)(5) of the Exchange Act defines a “dealer” generally as
 “any person engaged in the business of buying and selling securities for such person’s own account through a broker or otherwise.”
The term “dealer” expressly excludes “a person that buys or sells securities for such person’s own account, …
but not as part of a regular business.” The Staff has emphasized that the purpose of the phrase “engaged in the business”
in Section 3(a)(5) of the Exchange Act is to distinguish a dealer from other investors. BRPC II is not engaged in the business
of buying and selling securities and therefore should not be required to register with the SEC as a broker-dealer under Section 15(a) of
the Exchange Act. This position is consistent with the position the Staff has taken in connection with similar equity line transactions
since Acqua Wellington North American Equities Fund, Ltd., SEC Staff No-Action Letter (July 11, 2001), and the Company
and BRPC II took care in structuring the transaction such that it will be executed in conformity with such no-action letter as well as
other guidance the Staff has periodically issued on similar equity line transactions since 2001.

 4. Please explain whether payments made to BRPC II (i.e., $500,000 and $125,000) are considered part of the discount in the VWAP minus
3% calculation. If not, why not?

Response:

Pursuant to the terms of the Purchase Agreement negotiated between
the Company and BRPC II and consistent with the terms of other committed equity facilities, payments made by the Company to BRPC II are
not considered part of the discount in the VWAP minus 3% calculation. Moreover, the Company respectfully submits that these payments are
appropriately classified as permissible offering expenses (and not underwriting discounts or commissions) that will be capitalized when
paid and charged on a pro-rata basis to paid-in-capital at each BRPC II purchase of the Company’s shares under the Purchase Agreement
in accordance with Financial Accounting Standards Board Accounting Standards Codification 946-20-25. See also the Company’s response
to Comment #5 below.

    United States Securities and Exchange

 Commission

    October 4, 2022

    Page 6

 5. Please explain how payments to BRPC II are considered in determining net asset value for Section 23 purposes. (These payments
would lower the net asset value and make it easier to satisfy the requirements of Section 23.)

Response:

The Company respectfully submits that, unlike underwriting discounts
and commissions, Section 23 does not require offering expenses to be excluded when determining net asset value in connection with
the sale of common stock. In anticipation of entering into the Purchase Agreement, the Company consulted with its outside counsel and
concluded that the $500,000 and $125,000 payments to BRPC II are appropriately categorized as offering expenses (and not underwriting
discounts or commissions), consistent with expense reimbursements to underwriters or sales agents in connection with underwritten offerings
or ATM programs. As a result, the $500,000 and $125,000 payments to BRPC II are capitalized at the time of payment (which results in no
NAV impact) and no adjustment to the calculations of net asset value for purposes of Section 23 is needed or required.

 6. Rule 483(b) of Regulation C requires a power of attorney to be filed as an exhibit. The power of attorney on the signature
page does not appear to comply with this Rule. Please comply in the next filing.

Response:

The Company acknowledges the Staff’s comment and undertakes to
file a new power of attorney as an exhibit to Pre-Effective Amendment No. 1 to the Registration Statement.

 7. Please provide in the disclosure the senior securities calculation as of December 31, 2021.

Response:

The Company respectfully submits that the senior securities table,
including information as of December 31, 2021, is incorporated by reference to the supplemental information found on page 53
of the Annual Report. The Company undertakes to revise its disclosure as shown in Exhibit A to clarify this incorporation by reference.
In addition, the Company undertakes to revise its disclosure in the Prospectus Summary section of the Registration Statement to include
the asset coverage percentages as of December 31, 2021 as shown in Exhibit B.

    United States Securities and Exchange

 Commission

    October 4, 2022

    Page 7

 8. Please include share price, corresponding net asset value and premium/discount amount as of the latest practicable date.

Response:

The Company undertakes to revise the disclosure on the cover page as
shown in Exhibit C to reflect the share price, corresponding net asset value and premium/discount amount as of the latest practicable
date.

 9. Please provide the fee and expense table and example set forth in Item 3 of Form N-2.

Response:

The Company respectfully submits that the fee a