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CORRESP
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December 22, 2023

Aaron Brodsky

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Octagon XAI CLO Income Fund –

Registration Statement on Form N-2 (File No. 333-275489)

Dear Mr. Brodsky:

We are in receipt of the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the Registration Statement on Form N-2
(the “Registration Statement”) of Octagon XAI CLO Income Fund (the “Fund”) that was filed with the SEC on November
13, 2023. The Fund has considered your comments and authorized us to make on its behalf the responses discussed below. For ease of reference,
your comments are set forth below in bold font and are followed by the corresponding response. Changes to disclosure referenced below
will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement filed the date hereof. Capitalized terms not otherwise
defined in this response letter have the meaning given to them in the Registration Statement.

PROSPECTUS

Cover Page (page iii)

 1. Please conform the disclosure of the Fund’s intent to make period repurchase offers to the requirements in Guide 10 to Form
N-2. For example, add disclosure that:

 · Specifies the intervals between deadlines for repurchase
requests, pricing, and repayment.

 · Cross references those sections of the prospectus that discuss
the registrant’s repurchase policies.

The Fund has revised the disclosure as
requested.

Prospectus Summary (pages 2-3)

 2. The fifth paragraph under the “Investment Strategy” heading on page 2 indicates, among other things, that the Fund
may invest in securities of issuers “that operate in any industry.” However, the Fund’s Investment Restrictions as set
forth on page S-2 of the Statement of Additional Information indicates that the Fund shall not invest more than 25% of its total assets
in securities of issuers in any one industry. Please revise the disclosure in the “Investment Strategy” section to account
for the Fund’s concentration policy.

The Fund has revised the fifth paragraph
under the heading “Investment Strategy” as follows:

“The Fund may invest in securities
of any credit quality, maturity and duration. The Fund may invest in U.S. dollar denominated securities of issuers located anywhere in
the world, and of issuers of any capitalization size and that operate in any industry. However, the Fund will not invest more than
25% of its total assets in securities of issuers in any one industry, except as provided in the Fund’s fundamental investment restriction
regarding industry concentration. See “Investment Restrictions” in the SAI.”

 3. The third paragraph under the “The Adviser” section on page 3 defines the term “Managed Assets.” However,
this term appears several times earlier in the filing before being defined. Please define the term “Managed Assets” the first
time it appears in the prospectus.

The Fund has revised the disclosure as
requested.

Summary of Fund Expenses (page 7)

 4. The first sentence of footnote 6 indicates that the adviser (the “Adviser”) has agreed to enter into an Expense Limitation
and Reimbursement Agreement with the Fund “through the first anniversary of the Fund’s inception of operations.” Please
disclose that the Expense Limitation and Reimbursement Agreement will remain in effect for one year from the effectiveness of the Registration
Statement. Please also disclose that the Expense Limitation and Reimbursement Agreement can only be terminated or amended by the Board
during the one year period.

The Fund has revised the disclosure as requested.

 5. The fourth sentence of footnote 6 states that for a period not to exceed three years from the date on which a reimbursement is
made, the Adviser may recoup amounts reimbursed to the Fund under certain circumstances. Please confirm that any such recoupment payment
is conditioned on (1) an expense ratio (excluding management fees) that, after giving effect to the recoupment, is lower than the expense
ratio (excluding management fees) at the time of the fee waiver or expense reimbursement and (2) a distribution level (exclusive of return
of capital, if any) equal to, or greater than, the rate at the time of the waiver or reimbursement.

The Fund has revised the terms of fee waiver
and recoupment.

The expense reimbursement is not structured
to enable the Fund to pay a stated distribution rate, and instead the Fund’s distributions may vary based on the nature of the income
earned on its investments, which will be primarily floating rate instruments. Therefore, the Fund does not believe that clause (2) is
appropriate to apply to the Fund or necessary to protect Fund investors.

The Fund understands that this
condition was implemented by the SEC Staff in connection with non-traded BDCs with fee waiver and expense reimbursement plans
“under which the adviser waives fees or pays expenses of the BDC to the extent necessary for distributions not to be sourced
from return of capital… These plans typically support a policy of maintaining a high, fixed distribution rate.”
(AICPA’s Audit Risk Alert: “Investment Companies Industry Developments – 2013/2014)

The Fund is not a non-traded BDC, but is
an interval closed-end fund. And the reimbursement is not structured to prevent distributions from be sourced from return of capital.

Alternatively, the Fund has observed that
many interval funds (as well as open-end mutual funds) are subject to fee waiver and expense reimbursement arrangements for which recoupment
is conditioned on satisfaction of clause (1).

Accordingly, disclosure regarding the fee
waiver has been revised as follows:

“The Adviser has agreed to enter
into a Fee Waiver an Expense Limitation and Reimbursement Agreement with the Fund through the first anniversary
of the date of this Prospectus Fund’s inception of operations (the “Waiver Limitation
Period”). Under the Fee Waiver  Expense Limitation and Reimbursement  Agreement, the Adviser has agreed
to waive a portion of the management fee equal to [ ]% of the Fund’s of the Fund’s average daily Managed Assets reimburse
the Fund for all distribution and/or shareholder servicing fees paid and/or accrued during the Limitation Period. During the
Waiver Period, the Waiver Agreement may be terminated or modified only with the written consent of the Board of Trustees. The Adviser
may at its discretion, agree to extend the Waiver  Limitation Period for additional period(s) of one year on an
annual basis. For a period not to exceed three years from the date on which fees are waived a reimbursement is made,
the Adviser may recoup amounts waived reimbursed to the Fund, provided that, after giving effect to such recoupment,
the Fund’s expense ratio (excluding Excluded Expenses, as defined below) is not greater than the Fund’s expense ratio (excluding
Excluded Expenses) at the time the fees were waived. “Excluded Expenses” are management fees, distribution and/or servicing
fees, taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses
(as determined in accordance with SEC Form N-2), expenses incurred in connection with any merger or reorganization, and extraordinary
expenses, such as litigation expenses.” total annual fund operating expenses, excluding distribution and or servicing
fees, do not exceed [ ]% of net assets attributable to common shares

Use of Proceeds (page 10)

 6 The second sentence indicates that the Fund expects to be able to invest the net proceeds from the offering of Shares within 180
days after the receipt of proceeds. As set forth in Guide 1 to Form N-2, please disclose whether investment of the offering’s net
proceeds is expected to take longer than three months. If so, please explain why.

The Fund has revised the disclosure
to clarify that the Fund generally expects to be able to invest the net proceeds from the offering of Shares within three months
after the receipt of proceeds, and that in certain instances, based on the amount and timing of proceeds available to the Fund, the
availability of securities consistent with the Fund's investment objectives and strategies and the settlement cycle of CLO
Investments in which the Fund may invest, the Fund expects to be able to invest the proceeds from the offering of Shares within
three to six months after the receipt of proceeds.

Investment Objectives and Policies (page 11)

 7 The 10th paragraph under the “Investment Strategy” subheading indicates that the Fund’s investment limitations
will apply at the time of commitment to purchase a CLO Investment, but that in certain circumstances, the CLO Investment shall not be
included for purposes of the Fund’s 80% policy until settlement. Because rule 35d-1’s requirements apply at the time of investment,
please delete the following language: “In the event that the Fund has entered into a commitment to purchase a CLO Investment the
proceeds of which will repay a CLO Investment owned by the Fund, the CLO Investment that the Fund has committed to purchase shall not
be included as a CLO Investment for purposes of the Fund’s 80% policy until the settlement of such commitment.” Please also
clarify in the disclosure that rule 35d-1’s requirements apply at the “time of investment,” not at the “time of
commitment.”

The Fund has revised  disclosure
to clarify that the Fund’s investment policies will be applied immediately after and as a result of the Fund's acquisition of a security or asset. For this purpose, the Fund will treat the time of
acquisition of a security to be the time at which that security appears on the Fund's balance sheet, valued in accordance with the valuation
procedures applicable to the Fund, and interest payments on such security, if applicable, begin accruing. Typically, in the case of CLOs
in which the Fund will invest, for which trades settle on a delayed settlement basis, that would be the trade date. The Fund believes
that this approach is consistent with Rule 35d-1. On the contrary, testing only at the time of settlement in the case of these delayed
settlement transactions would undercut the intent of Rule 35d-1 to ensure that funds have investment exposure to the investments suggested
by the fund's name and not having significant investment exposure to investments that are not suggested by the fund's name.

The Fund’s Investments, Loans (page 13)

 8. The fourth paragraph under the “Loans” subheading references base lending rates for senior loans, including LIBOR.
Please revise the disclosure as appropriate if it is no longer accurate.

The Fund has revised the disclosure to
remove the reference to LIBOR.

The Fund’s Investments, Unfunded Commitments
(page 16)

 9. Please confirm that the Fund will not count unfunded commitments toward the Fund’s 80% policy.

Unlike the delayed settlement transactions discussed
in the response to Comment 7 above, in the case of an unfunded commitment such as a commitment to make a loan or contribute capital in
the future upon receipt of a drawdown notice, the Fund confirms that it will not count unfunded commitments toward the Fund’s 80% policy until such commitments are drawn.

Use of Leverage (page 17)

 10. The second paragraph indicates that the Fund may enter into a borrowing facility to finance repurchase requests. If the Fund will
enter into such a borrowing facility, please disclose, as required by Guide 10 to Form N-2, and to the extent not already fully disclosed:
the maximum amount of debt that may be incurred for that purpose; the restrictions imposed by the Investment Company Act and by rule 23c-3
on leverage; the attendant risks of leveraging; and the extent to which the financing costs of borrowing may be borne by shareholders
who do not tender.

The Fund has reflected the requested disclosure,
to the extent not already included, under the headings “Use of Leverage, ”and “Risks—Repurchase Offer Risk”
and “Risks—Leverage Risk.”

 11. The fourth sentence of the fourth paragraph indicates that the fees paid to the Adviser will be calculated on the basis of the
Fund’s Managed Assets, including any proceeds from leverage, and that the fees paid to the Adviser and Sub-Adviser will be higher
when leverage is utilized. Please highlight this potential incentive to take on leverage in the Conflicts of Interest section of the Prospectus.

The Fund will add the following disclosure
to the heading “Risks—Conflicts of Interest Risk”:

“Use of Leverage. During
the time in which the Fund is utilizing leverage, the amount of the fees paid to the Adviser and to the Sub-Adviser for investment advisory
services will be higher than if the Fund did not utilize leverage because the fees paid will be calculated based on the Fund’s Managed
Assets, including proceeds of leverage. This may create a conflict of interest between the Adviser and the Sub-Adviser on the one hand
and the Shareholders, as holders of indebtedness, preferred shares or other forms of leverage do not bear the management fee. Rather,
Shareholders bear the portion of the management fee attributable to assets purchased with the proceeds of leverage, which means that Shareholders
effectively bear the entire management fee. There can be no assurance that a leveraging strategy will be utilized or, if utilized, will
be successful.”

Risk, CLO Risk (pages 20-22)

 12. On page 20, the third sentence of the fourth paragraph under the “CLO Risk” subheading references interest rates remaining
“below historical averages.” Please revise this discussion as appropriate in light of more recent developments involving interest
rates.

The Fund has revised the disclosure as
follows:

“While interest rates remain
below historical averages were historically low in recent years, beginning in 2020 the Federal Reserve has recently
implemented several increases to the Federal Funds rate in an effort to combat inflation, resulting in swift increases in benchmark
interest rates in 2022 and 2023. Interest rates remain at a 20+ year high as a result of these increases, however, the Federal Reserve
has projected decreases to the Federal Funds rate in 2024. ”

 13. On page 22, the second paragraph under the “CLO Interest Rate Risk” subheading references LIBOR. Please revise the
disclosure as appropriate if it is no longer accurate.

The Fund will revise the disclosure to
remove references to LIBOR.

Risks, Loan Risk (page 26)

 14. The fourth paragraph under the “Loan Risk” subheading references interest rates remaining “below historical averages.”
Please revise this discussion as appropriate in light of more recent developments involving interest rates.

The Fund will revise the disclosure as
follows:

“While interest rates remain
below historical averages were historically low in recent years, beginning in 2020 the Federal Reserve has recently
implemented several increases to the Federal Funds rate in an effort to combat inflation, resulting in swift increases in benchmark
interest rates in 2022 and 2023. Interest rates remain at a 20+ year high as a result of these increases, however, the Federal Reserve
has projected decreases to the Federal Funds rate in 2024. ”

Risks, Interest Rate Risk and Inflation/Deflation
Risk (page 29)

 15. The disclosure includes a statement that the Federal Reserve “has begun increasing the Federal Funds rate to address inflation”
and references the “recent rise in inflation rates...” Please revise these references to interest rates and inflation to the
extent they are outdated.

The Fund will revise the disclosure as
follows:

“These risks may be greater in the
current market environment. While interest rates remain below historical averages were historically low in recent
years, beginning in 2020 the Federal Reserve has recently implemented several increases to the Federal Funds rate
in an effort to combat inflation, resulting in swift increases in benchmark interest rates in