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 28, 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 October 20, 2022 and October 21, 2022 in telephone calls
between Ryan Sutcliffe of the Staff and Erin M. Lett of Kirkland & Ellis LLP, outside counsel to the Company, and between Megan Miller
of the Staff and Erin M. Lett. 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.

1.
We note your statement in the letter dated October 4, 2022 (the “Prior Letter”) that the Company will only direct
purchases of its common stock when the Company is not in possession of material non-public information. Is the Company not regularly in
possession of material non-public information? Please explain what is meant by this provision of the Purchase Agreement and how the Company
monitors for possession of material non-public information.

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 28, 2022

Page 2

Response:

The Company respectfully submits that there is a
significant distinction between the Company having greater access to information than BRPC II (or any other purchaser of the Company’s
securities) and the Company being in possession of material non-public information. In fact, the current federal securities laws and associated
disclosure regimes are designed around the concepts of materiality and providing information that is important to reasonable investors,
not providing investors with all information available to the issuer.

Material
non-public information means information about the Company that is both “material” and “non-public.” Information
generally is considered material if (i) there is a substantial likelihood that a reasonable investor would consider it important in making
an investment decision about the Company, (ii) there is a substantial likelihood that the information would have been viewed by the reasonable
investor as having significantly altered the total mix of information that is available about the Company or (iii) if it could reasonably
be expected to have a substantial effect on the price of the Company’s common stock.1 Non-public information
generally is defined as information which has not been made available to investors publicly.

The Company has implemented policies and procedures
designed to ensure that it does not trade in its securities while in possession of material non-public information and that it complies
with applicable federal securities laws regarding the disclosure of material information. These policies and procedures were drafted in
consultation with outside counsel and are regularly reviewed by the Company’s Chief Compliance Officer in consultation with outside
counsel to ensure that such policies and procedures are consistent with general industry practice as well as the latest pronouncements
from the courts and the Commission. Under these policies and procedures, there is a flat restriction on engaging in transactions involving
the Company’s securities while the Company in possession of material non-public information. In addition to this general restriction,
the policies and procedures specifically impose on the Company mandatory blackout periods during which the Company is restricted from
issuing securities while it is completing its monthly and quarterly valuation processes because of the likelihood that the Company may
be in possession of material non-public information during such periods.

 1 The courts (and
                                            the Commission) have historically declined to provide a bright-line test as to what constitutes
                                            “material” information. See, e.g., TSC Industries, Inc. v. Northway, Inc.
                                            426 U.S. 438 (1976) (“materiality depends on the significance the reasonable investor
                                            would place on the withheld or misrepresented information.); Basic v. Levinson, 485
                                            U.S. 224 (1988) (“an omitted fact is material if there is a substantial likelihood
                                            that a reasonable shareholder would consider it important in deciding how to vote…
                                            Put another way, there must be a substantial likelihood that the disclosure of the omitted
                                            fact would have been viewed by the reasonable investor as having significantly altered the
                                            ‘total mix’ of information made available.”).

United States Securities and Exchange Commission

October 28, 2022

 Page 3

2.
We note your statement in the Prior Letter that the Adviser could contribute an amount necessary to ensure that the net
proceeds to the Company represents a sales price at or above the Company’s then current net asset value per share. Would this potential
Adviser contribution be reimbursable in the future or offset by any other expenses?

Response:

The Company confirms that any such Adviser contribution
would not be reimbursable in the future or offset by any other expenses.

3.
Please analyze and explain how such a true-up contribution by the Adviser would be permissible under the 1940 Act.

Response:

The
Commission and its Staff have stated that “Section 17(d) and Rule 17d-1, taken together, are designed to prevent, among other things,
affiliated persons of [funds] from taking undue advantage of a [fund] in transactions in which such persons and the [fund] participate
in a joint undertaking.”2 The principal concern that Congress and the Commission and its Staff were trying to
address through the restrictions on transactions with affiliated persons is one of “overreach” on the part of an affiliated
person, such as an investment adviser.

Although
written and interpreted broadly, Section 17(d) and Rule 17d-1 do not prohibit every transaction in which a closed-end fund transacts jointly
with an affiliate. Rather, a transaction subject to this prohibition requires “some element of combination or profit motive”
and an “intentional act of agreement or at least a consensual pattern” (which can be inferred from the parties’ behavior).3
Accordingly, these two elements—combination or profit motive combined with an intentional act or a consensual pattern—form
the core requirements to establish that a given transaction is a “joint transaction” subject to the general prohibition under
Rule 17d-1.

 2 See In the
                                            Matter of Imperial Financial Services, Inc., Rel. No. 34-7684 (Aug. 26, 2985); and Mutual
                                            Fund Directors Forum, SEC No-Action Letter (pub. Avail. May 9, 2022).

 3 See SMC
                                            Capital, Inc., SEC No-Action Letter (pub. Avail. Sept. 5, 1985); Talley Industries
                                            (establishing the relevant standard by holding that a transaction must involve “some
                                            element of combination” – beyond mere parallel behavior – to create the
                                            requisite joint participation needed to implicate Section 17(d) and finding that a fund and
                                            its affiliate had acted in a way such that the fund “was no longer a completely free
                                            agent”); In re Steadman Security Corp., [1974-75 Transfer Binder] Fed. Sec.
                                            L. Rep. (CCH) 80,038 (Dec. 20, 1974) (rule 17d-1 “is concerned with joint enterprises
                                            or joint arrangements that are in the nature of a joint venture, i.e., that involve the element
                                            of seeking to realize a profit or gain through the investment vehicle”); and SEC
                                            v. Midwest Technical Dev. Corp. [1961-1964 Transfer Binder] Fed. Sec. L. Rep. (CCH) (1963)
                                            91,252 (D. Mill. 1963); Bloom v. Bradford, 480 F. Supp. 139 (E.D.N.Y. 1979). See
                                            also Memorandum of the SEC, Amicus Curiae Br.; Bloom v. Bradford (Aug. 29, 1979).

United States Securities and Exchange Commission

October 28, 2022

 Page 4

The Company notes that there are several examples
of investment advisers to closed-end funds and/or business development companies paying underwriting discounts and commissions in an underwritten
transaction or making supplemental payments in amounts equal to the difference between the public offering price and the net proceeds
to the issuer in connection with other offerings of securities to ensure that shares are sold at prices above then-current net asset value
per share. Those mechanics are akin to the potential for a true-up contribution by the Adviser as part of the transactions contemplated
by the Purchase Agreement.

The Company respectfully submits that the potential
of the Adviser making a true-up contribution to the Company does not implicate concerns of overreach. Specifically, any true-up contribution
lacks the combination or profit motive element required for there to be a joint transaction prohibited by Section 17. Rather, in any true-up
contribution (and similar to other industry practices such as voluntary fee waivers or payment of fund expenses), the Adviser would be
making an expenditure of its own funds to support the growth of the Company over the near-term, and any return on such expenditure through
increased management fees payable to the Adviser at some future date is highly speculative and dependent on future performance of the
Company.

4.
We note your statements in the Prior Letter regarding Regulation M. Please confirm that any repurchase plan or ATM program
will not conflict with any BRPC II related distribution for purposes of Regulation M.

Response:

The Company confirms that any repurchase plan or
ATM program will not conflict with any BRPC II related distribution for purposes of Regulation M.

5.
We note your statements in the Prior Letter in response to comments 4 and 5. Please explain what was discussed with the
Board and how the Board determined that the upfront fee of $500,000 was reasonable. Please also provide an analysis as to why the upfront
commitment fee should be appropriately classified as permissible offering expense and not an underwriting discount or commission.

Response:

On a regular basis, the Adviser discusses with the
Board its capital raising plans and the materials benefits and costs/risks of such capital raising plans. At its regularly scheduled meeting
on August 11, 2022, the Adviser discussed with the Board the transactions contemplated by the Purchase Agreement. As part of this discussion,
the directors discussed with the Adviser the benefits and costs, including the relative all-in transaction costs for a variety of equity
financing alternatives, including traditional follow-on offerings and ATM programs, during which discussion it was noted that the upfront
fee, which equates to 2.5% of the total value of shares that may be sold under the Purchase Agreement, is consistent with the fee charged
by BRPC II and its affiliates in other recent committed equity facility transactions. These benefits and costs were considered further
in the context of the limitations placed upon the securities that can be issued by the Company pursuant to its shelf registration statement
as a result of the “baby shelf” rules currently applicable to the Company. With respect to the various options available to
the Company at the current time, it was  noted that the overall cost of capital raised in transactions pursuant to the Purchase
Agreement, assuming it was fully utilized, should be less than the costs of an underwritten equity offering (and would avoid the typical
decline trading prices of common stock that generally accompanies underwritten equity offerings).

United States Securities and Exchange Commission

October 28, 2022

 Page 5

Management believes that the Board was provided with
sufficient information to evaluate the material benefits and risks of entry into the Purchase Agreement. The Company respectfully submits
that it would be inappropriate to quantify, rank or otherwise assign relative weights to the factors considered by the Board in determining
to approve entry into the Purchase Agreement and payment of the upfront fee, particularly as individual Board members likely gave different
weights to different factors.

The Company respectfully submits that an underwriting
discount or commission represents the difference between the price at which an underwriter purchases securities from the issuer in a firm
commitment public offering (or the price at which a sales agent sells securities to a third-party investor) and the public offering price.
Underwriting discounts or commissions are paid in consideration for a broker-dealer engaging in selling efforts on behalf of an issuer
in connection with an offering of securities.

No such similar mechanic exists under the Purchase
Agreement. Rather, the upfront fee of $500,000 was a one-time expense that was required to be paid to BRPC II at the time of entry into
the Purchase Agreement, similar to other costs that an issuer may be required to pay in connection with an offering of securities (e.g.,
advisory and structuring fees, fees for comfort letters, outside counsel and reimbursements of certain costs borne by counterparties).
Similar to these other types of costs, this amount was non-refundable, regardless of whether the Company sells $0 of its common stock
to BRPC II under the Purchase Agreement or the full $20.0 million of its common stock; the amount is not payable based on shares sold.
Moreover, the upfront fee was negotiated as part of the overall mechanics of the transactions contemplated by the Purchase Agreement and
paid in consideration for BRPC II’s willingness to set aside an appropriate amount of capital to be able to satisfy its potential
obligations under the Purchase Agreement, not in consideration for BRPC II engaging in selling efforts on behalf of the Company (which
efforts would be impermissible for BRPC II absent registration as a broker-dealer).

United States Securities and Exchange Commission

October 28, 2022

 Page 6

 6. The Company performs a NAV calculation quarterly, however, the purchase agreement allows purchases more frequently. Please explain
how the Company will monitor NAV for purposes of the purchase agreement.

Response:

The Company advises the S