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                         Proskauer Rose
                         LLP Eleven Times Square New York, NY 10036-8299

May 13, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F. Street, N.E.

Washington, D.C. 20549

Attention:	Christopher R. Bellacicco, Esq.

 Re: Redwood Enhanced Income Corp.

Registration Statement
on Form 10

File Number: 000-56413

Ladies and Gentlemen:

On behalf of Redwood Enhanced Income Corp. (the
 “Company”), transmitted for filing as EDGAR correspondence are the Company’s responses to the comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), provided to Kim Kaufman,
Esq. by Christopher R. Bellacicco of the Staff by letter dated May 2, 2022 with respect to the Company’s Registration Statement
on Form 10 filed with the Commission on April 1, 2022 (the “Registration Statement”). For the convenience of the Staff,
these comments have been restated below in their entirety. We have discussed the Staff’s comments with representatives of the Company.
The Company’s responses to the Staff’s comments are set out immediately under the restated comment. Please note that we have
not independently verified information provided by the Company.

The Company intends to file Amendment No. 1 to
its Registration Statement on or about May 24, 2022 (the “Amendment”). In addition to revisions made in response to Staff
comments set forth herein, the Company will include its unaudited financial statements for the period ended March 31, 2022 in the Amendment.
Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Statement.

LEGAL COMMENTS

Page 2 – EXPLANATORY NOTE

 1. Staff Comment: This section describes certain provisions of the Exchange Act to which the Company
will be subject. Please clarify that the Company will be subject to the proxy rules in Section 14 of the Exchange Act and that the Company,
directors, officers, and principal shareholders will be subject to the reporting requirements of Sections 13 and 16 of the Exchange Act.

Response: The following language
will be added to the Amendment: “Upon the effectiveness of this Registration Statement, we also will be subject to the proxy rules in
Section 14 of the Exchange Act, and we and our directors, officers and principal stockholders will be subject to the reporting requirements
of Sections 13 and 16 of the Exchange Act.”

 2. Staff Comment: Please add a section with bullet points and in bold font that highlights the risks
of investing in the Company, such as the following:

Investing in our Company may be
considered speculative and involves a high degree of risk, including the following:

 · The Company’s common stock is not currently listed
on an exchange, and it is uncertain whether a secondary market will develop.

 · Repurchases of common stock by the Company, if any,
are expected to be very limited.

 · An investment in the Company may not be suitable for
investors who may need the money they invest in a specified time frame.

 · Investment in the Company is suitable only for sophisticated
investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment
in the Company.

 · The Company intends to invest primarily in privately-held
companies for which very little public information exists. Such companies are also generally more vulnerable to economic downturns and
may experience substantial variations in operating results.

 · The privately-held companies and below-investment-grade
securities (“junk” bonds) in which the Company will invest will be difficult to value and are illiquid.

 · Our distributions may be funded from unlimited amounts
of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to us for investment.
Any capital returned to you through distributions will be distributed after payment of fees and expenses.

 · The Company will elect to be regulated as a BDC under
the 1940 Act, which imposes numerous restrictions on the activities of the Company, including restrictions on leverage and on the nature
of its investments.

Response: The following language
will be added to the Amendment:

Investing
in the Company’s common stock may be considered speculative and involves a high degree of risk, including the following:

 · The Company does not intend to list its common stock
on any securities exchange for what may be a significant time, and it does not expect a secondary market for such common stock to develop.

 · An investment in the Company’s common stock is not
suitable for investors who might need access to the money they invest in the foreseeable future.

 · Investors should not expect to be able to sell their
common stock, regardless of how the Company performs, and, as a result, will be unable to reduce their exposure to the Company during
any market downturn.

 · The Company will invest in securities that are rated
below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities,
which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity
to pay interest and repay principal. They may also be difficult to value and are illiquid.

 · The Company intends to invest primarily in privately-held
companies for which very little public information exists. Such companies are also generally more vulnerable to economic downturns
and may experience substantial variations in operating results.

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 · An investment in the Company is suitable only for
sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in
an investment in the Company.

 · The Company’s distributions may be funded from unlimited
amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the
Company for investment. Any capital returned to investors through distributions will be distributed after payment of fees and expenses.

 · The Company has elected to be regulated as a BDC
under the 1940 Act, which imposes numerous restrictions on the activities of the Company, including restrictions on leverage and on the
nature of its investments.

Page 3 – FORWARD-LOOKING STATEMENTS

 3. Staff Comment: In listing the factors that may cause actual results to differ materially from the
Company’s forward-looking statements, please consider including a statement regarding the discontinuation of LIBOR and transition to new
reference rates.

Response: The Amendment will
be revised accordingly.

Page 8 – Geography

 4. Staff Comment: Please consider revising the first sentence, which states, “As a BDC, 70% of
the Company’s investments will be in U.S. companies.” As written, it suggests that a BDC’s qualifying assets must be in U.S. companies
and the investments will constitute exactly 70% of the Company’s investments.

Response:
The referenced disclosure will be revised as follows in the Amendment: “As a BDC, the Company intends to maintain at least 70%
of its total assets in private U.S. companies in compliance with the applicable provisions of the 1940 Act.”

Page 8 – Contribution Transaction

 5. Staff Comment: It appears that the Company has purchased investments by issuing a contingent note
that is payable upon satisfying certain conditions. Please supplementally explain what will happen if the conditions are not satisfied.
For example, if the Company does not receive aggregate subscriptions of $50,000,000 or greater, will it be excused from any payment obligations
under the note? Please also explain how the contingent note transaction (including cross trade from affiliated private funds) complies
with the 1940 Act. Additionally, please explain how the contingent note is valued.

Response: The Company has advised
us that the contingency for each note has been satisfied, and each note was repaid as contemplated. Had the contingency not been satisfied,
no note would have been repayable, but in accordance with the terms of each note the Company would have undertaken to cease to be a BDC
and, subsequent to this, sell the assets purchased with such note back to the private fund.

With respect to 1940
Act compliance, for the reasons set forth below, the Company believes that the issuance of each contingent note and the purchase of assets
with its proceeds complied with both Section 18, as modified by Section 61, and Section 57 of the 1940 Act.

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Section 18—Section
18, as modified by Section 61, requires that the Company maintain an asset coverage ratio of 150%, which generally contemplates a ratio
of liabilities representing indebtedness to equity of 2:1. For GAAP purposes, no note gave rise to a liability until such time as the
contingencies related to each note were fulfilled. These contingencies included a requirement that the Company have proceeds from the
sale of its common stock in its custody account in an amount of at least $50,000,000, which was sufficient equity to meet the asset coverage
requirements for the notes. This approach is consistent with the principles of Section 18, which is designed to prevent excess risk taking/leverage
by a BDC, as in no event would the Company ever have an obligation to make a repayment that would affect BDC shareholders until such time
as it has sufficient assets to do so. Further the Company would not (and did not) commence operations until hitting this asset threshold,
so it had no other obligations that could lead to it not meeting its repayment obligation upon drawing the subscriber capital.

Section 57—The
issuance of each contingent note and the related purchase of assets with their proceeds from an affiliated private fund both occurred
prior to the election of BDC status by the Company. Consistent with both the plain language of Section 54(a) and long established precedent,
prior to a BDC election, the Company was no different from any other private fund and was not subject to the affiliated transaction restrictions
of Section 57(a). Additionally, the contingent notes themselves are unsecured loans, which are permitted even post-BDC status by Section
57(a).

As noted above, as
the notes themselves were contingent, the liability to the Company was valued at zero.

Page 9 – Investment Advisory Agreement

 6. Staff Comment: Please add to this section a fee table that conforms to the requirements of Item
3 of Form N-2. Such disclosure will be helpful to investors.

Response:
The Company notes that it is not subject to the requirements of Item 3 of Form N-2 and believes that the fee and expense disclosure provided
to investors as part of its private placement memorandum is reasonable and appropriate. Accordingly, the Company respectfully declines
to make the requested revision in the Amendment.

 7. Staff Comment: Please add an example that conforms to the requirements of Instruction 11 to Item
3.1 of Form N-2. We further request that you include, in the explanatory paragraph following the example, a second example where the five
percent return results entirely from net realized capital gains and which uses language substantially the same as the following: “You
would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return resulting entirely from net realized capital gains
(all of which is subject to our incentive fee on capital gains): $ 	$ 	$ 	$ 	.” Such disclosure
will be helpful to investors.

Response:
The Company notes that it is not subject to the requirements of Item 3 of Form N-2 and believes that the fee and expense disclosure provided
to investors as part of its private placement memorandum is reasonable and appropriate. Accordingly, the Company respectfully declines
to make the requested revision.

Page 9 – Base Management Fee

 8. Staff Comment: The penultimate sentence of this section refers to share repurchases. Please describe
the process for and any limitations around share repurchases. Please confirm that the process will comply with the applicable federal
securities laws.

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Response:
The Company does not currently intend to repurchase its shares and, accordingly, does not believe that detailed disclosure as to a repurchase
process is required or helpful to potential investors. Should the Company determine to offer to repurchase its shares, it will provide
disclosure to investors through tender offer documentation in accordance with Rule 13e-4 under the Securities Exchange Act of 1934. The
Company confirms, however, that any repurchase process will comply with the applicable federal securities laws.

Page 17 – Expenses

 9. Staff Comment: The fourth-to-last sentence of this paragraph, which begins “The Adviser has
agreed to limit . . .” appears to repeat the first sentence of this paragraph. Please consider deleting.

Response:
The referenced language will be revised as follows in the Amendment:

The Adviser has agreed to
limit, indefinitely, the amount of Specified Expenses (defined below) borne by the Company to an amount not to exceed 0.25% per annum
of the greater of (i) the Company’s aggregate capital commitments (“Capital Commitments”) and (ii) the Company’s net assets,
at the time of determination (the “Expense Cap”)…The Adviser has agreed to limit, indefinitely,
the amount of Specified Expenses (as defined herein) borne by the Company to an amount not to exceed 0.25% per annum of the greater of
(i) the Company’s aggregate Capital Commitments and (ii) the Company’s net assets, at the time of determination (the “Expense Cap”).

 10. Staff Comment: After the last two sentences of this page, please add disclosure stating that such
waivers are not subject to future reimbursement.

Response:
The following disclosure will be added to the Amendment: “Such waivers are not subject to future reimbursement by the Company.”

Page 20 – Qualifying Assets

 11. Staff Comment: The final sentence of this section refers to the Company’s consolidated subsidiaries.
Please respond, in an appropriate location in the prospectus, to the following comments regarding any primarily controlled entity that
engages in investment activities in securities or other assets. A primarily controlled entity is an entity that the Company controls,
as defined in Section 2(a)(9) of the Investment Company Act of 1940, as amended (“1940 Act”), and for which the Company’s control
of the entity is greater than that of any other person.

 a. Disclose that “subsidiary” includes entities that engage in investment
activities in securities or other assets that are primarily controlled by the Company.

 b. Disclose that the Company complies with the provisions of the 1940 Act governing
capital structure and leverage (Section 18, as modified by Section 61) on an aggregate basis with the subsidiary, so that the Company
treats the subsidiary’s debt as its own for purposes of Section 61.

 c. Disclose that each investment adviser to the subsidiaries complies with provisions
of the 1940 Act relating to investment advisory contracts (Section 15, as it applies through Section 59) as if it were an investment adviser
to the Company under Section 2(a)(20) of the 1940 Act. Any investment advisory agreement between the subsidiary and its investment adviser
is a material contract that should be included
as an exhibit to the registration statement. If the same person is the adviser to both the Company and the subsidiary, then, for purposes
of complying with Section 15(c), the reviews of the Company’s and the subsidiary’s investment advisory agreements may be combined.

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 d. Disclose that each subsidiary complies with provisions relating to affiliated transactions
and custody (Section 17, as modified by Section 57). Identify the custodian of the subsidi