SecProbe.io

CORRESP
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Faegre
Drinker Biddle & Reath LLP

320
South Canal Street, Suite 3300

Chicago,
IL 60606

(312)
569-1000 (Phone)

(312)
569-3000 (Facsimile)

www.faegredrinker.com

February
20, 2025

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Lauren Hamilton and Raymond Be

Re:
RiverNorth Flexible Municipal Income Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-281404;
811-23481); Response to Examiner Comments on N-2

Dear
Ms. Hamilton and Mr. Be:

This
letter responds to the staff’s comments that you provided on December 9, 2024 and November 19, 2024, in connection with
your review of the Fund’s above-referenced registration statement (“Registration Statement”) on Form N-2. The
changes to the Fund’s disclosure discussed below will be reflected in Pre-Effective Amendment No. 2 to the Fund’s
Registration Statement (the “Revised Registration Statement”).

For
your convenience, we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

ACCOUNTING
Comments

 1. The
                                         “Use of Leverage” section of the Prospectus states the following: “With
                                         respect to the Fund’s anticipated investments in TOB Residuals issued by a tender
                                         option bond trust (as further discussed below under “-Tender Option Bonds”),
                                         the Fund will treat such instruments as derivatives in compliance with Rule 18f-4 under
                                         the 1940 Act.” Please explain why the Fund includes asset coverage ratios in the
                                         Financial Highlights consistent with the treatment of TOB residuals as senior securities.

The
Fund confirms that the TOB transactions are treated as derivatives in compliance with Rule 18f-4 under the 1940 Act. The Fund
notes that the asset coverage ratios with respect to floating rate obligations in the Fund’s Financial Highlights were inadvertently
included in the Fund’s annual report and will be removed in future shareholder reports.

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DISCLOSURE
Comments

 2. The
                                         second to last paragraph of Page ii of the Prospectus includes the price of the Fund’s
                                         common shares as of August 31, 2024. Please provide such pricing as of the most recent
                                         practicable date.

The
requested change will be made in the Revised Registration Statement.

 3. Please
                                         disclose under the “Market and Net Asset Value Information” section of the
                                         Prospectus the information for the quarter ended September 30, 2024, as required by Item
                                         8.5(b) of Form N-2.

The
requested change will be made in the Revised Registration Statement.

 4. Please
                                         add the following undertaking to the Part C of the Registration Statement, or explain
                                         why the Fund does not believe such undertaking should be included: “The Registrant
                                         undertakes to only offer rights to purchase common and preferred shares together after
                                         a post-effective amendment to the registration statement relating to such rights has
                                         been declared effective.”

The
requested change will be made in the Revised Registration Statement.

We
trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the
undersigned at (312) 569-1107.

    Sincerely,

    /s/
    David L. Williams

    David
    L. Williams

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