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(212) 318-6095

thomaspeeney@paulhastings.com

April 16, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attention: Ms. Anu Dubey

Re:           Oaktree
Asset-Backed Income Fund Inc.

File No. 333-284676

File No. 811-24049

Oaktree Asset-Backed Income Private Fund Inc.

File No. 811-24048

Dear Ms. Dubey:

On behalf of Oaktree Asset-Backed
Income Fund Inc. (the “Public Fund”) and Oaktree Asset-Backed Income Private Fund (the “Private Fund,” and together
with the Public Fund, the “Funds”), we hereby file with the staff (the “Staff”) of the Division of Investment
Management of the Securities and Exchange Commission (the “Commission”) this letter in response to the Staff’s comments
received via e-mail on February 27, 2025 in relation to (1) a registration statement on Form N-2 for the Public Fund filed
on February 3, 2025 (Accession No. 0001104659-25-008719) (the “Public Fund Registration Statement”), and (2) a
registration statement on Form N-2 for the Private Fund filed on February 3, 2025 (Accession No. 0001104659-25-008705)
(the “Private Fund Registration Statement,” and together with the Public Fund Registration Statement, the “Registration
Statements”). A pre-effective amendment to the Public Fund Registration Statement and an amendment to the Private Fund Registration
Statement shall be filed that include appropriate revisions in response to the Staff’s comments.

For convenience of reference,
the Staff’s comments have been reproduced herein. The Funds have taken the liberty of using the defined terms “Public Fund,”
 “Private Fund,” or the “Funds,” as applicable, in reproducing the Staff’s comments below. All capitalized
terms used but not defined in this letter have the meanings given to them in the Public Fund Registration Statement and the Private Fund
Registration Statement, as applicable. Where the Funds have revised certain disclosure in the Registration Statements in response to a
comment, additions are underlined and deletions are struck.

Oaktree Asset-Backed Income
Fund Inc.

Oaktree Asset-Backed Income
Private Fund Inc.

April 16, 2025

PROSPECTUS

Cover Page — Investment Strategy

Comment
1: Please tell us why the same investment strategy is being offered through the Public Fund, which has filed its N-2 under
the Securities Act of 1933, as amended (“Securities Act”), and the Investment Company Act of 1940, as amended (“1940
Act”), and the Private Fund, which has filed its N-2 only under the 1940 Act.

Response:
Oaktree Fund Advisors, LLC (the “Adviser”) determined to launch the Private Fund in order to expedite the Adviser’s
implementation of its asset-backed finance (“ABF”) strategy, allowing the Adviser to take advantage of exigent investment
opportunities that may not otherwise be available when the Public Fund ultimately launches following the Commission Staff’s review
process. This will allow the Adviser to bring these opportunities to investors through the private offering. Without such, the investment
opportunities would be unavailable to any potential investors in this strategy.

Comment
2: The fourth sentence of this section states that, as part of the 80% Policy, the Funds may also invest a portion of their
assets in other income-generating instruments including, but not limited to, notes, bills, debentures, bank loans, convertible and preferred
securities and government and municipal obligations. Please revise this sentence to state that these investments will be limited to no
more than 20% of the Funds’ assets given that such investments do not appear to be asset-backed investments. See Rule 35d-1(a)(2)(i) under
the 1940 Act.

Response:
The Funds respectfully submit that the notes, bills, debentures, bank loans, convertible and preferred securities, and government and
municipal obligations that the Funds will invest in pursuant to the 80% Policy will constitute ABF Investments (as defined in the Registration
Statements) and therefore are properly included under the 80% Policy. To the extent that the Funds invest in these instruments pursuant
to the 80% Policy, such instruments will provide investors with access to the types of asset-backed investments suggested by the names
of the Funds in accordance with Rule 35d-1(a)(2)(i) under the 1940 Act. The Funds have revised the relevant disclosure as follows
to clarify that these investments will constitute ABF Investments:

“Under
normal market conditions, the Fund attempts to achieve its investment objective by investing, as a principal strategy, at least 80% of
its net assets (plus the amount of any borrowings for investment purposes) in ABF Investments (as defined below), throughout the world,
including the United States, or “U.S.” (the “80% Policy”). More specifically, the Fund seeks to achieve its investment
objective by investing primarily in a diverse portfolio of asset-backed finance (“ABF”)
investments across a broad range of industries focused on pools of contractual assets, including, but not limited to, loans, leases,
mortgages, or other receivables (collectively, “ABF Investments”).  In seeking to
achieve its investment objective, the Fund may, among other things, (i) buy or commit
to purchase ABF Investments, (ii) make loans secured by ABF Investments in a senior or mezzanine position, (iii) insure or provide
capital relief against ABF Investments, and (iv) provide essential capital to enterprises whose primary business is origination/management
of ABF Investments. As part of the 80% Policy, the Fund may also invest a portion of its assets in other income-generatingThe
Fund’s ABF Investments may also include certain asset-backed instruments,
including, but not limited to, notes, bills, debentures, bank loans, convertible and preferred securities,
and government and municipal obligations. [In addition, the Fund may invest
in junior and equity tranches of ABF Investments.]1
In seeking to achieve its investment objective, the Fund may, among other
things, make ABF Investments in the following formats: (i) purchasing
on an unlevered basis loans or other contractual assets; (ii) purchasing on a levered basis loans or other contractual assets; (iii) senior
lending against a pool of contractual assets; (iv) mezzanine lending opportunities against pools of contractual assets; (v) insuring
or providing capital relief against contractual assets; and (vi) providing essential capital to origination platforms or “Originators”
(as defined below). The Fund may change the 80% Policy without Shareholder approval upon at least 60 days’ prior written
notice to Shareholders.”

 1 See response to Comment 16.

    2

Oaktree Asset-Backed Income
Fund Inc.

Oaktree Asset-Backed Income
Private Fund Inc.

April 16, 2025

Comment
3: Applicable only to Private Fund: The Private Fund’s name includes the term “Private Fund.” Please
disclose an investment policy to invest at least 80% of the Private Fund’s assets in “private funds” or, alternatively,
explain to us why such a policy is not required. See Rule 35d-1(a)(2)(i) under the 1940 Act.

Response:
The Private Fund respectfully submits that the use of the term “private” in its name does not implicate Rule 35d-1 under
the 1940 Act. Thus, the Private Fund respectfully submits that the use of the term “private” in its name does not require
the Private Fund to establish a policy of investing at least 80% of its assets in “private funds,” nor does it dictate the
language used to describe any such policy that the Private Fund might otherwise choose to adopt. Under Rule 35d-1, a fund needs to
adopt an 80% policy if it has a name suggesting that the fund focuses on a particular type of investment or investments, or in investments
in a particular industry or group of industries. The Private Fund respectfully submits that the term “private” refers to the
offering of its securities in private placement transactions exempt from the registration requirements of the Securities Act, and that
such term does not suggest a focus on a particular type of investment or investments, or in investments in a particular industry or group
of industries. The Private Fund also observes that the Commission adopted Rule 35d-1 under the 1940 Act to “address certain
investment company names that are likely to mislead an investor about a company’s investment emphasis.”2
The Private Fund notes that its shares are only offered to sophisticated investors that qualify as “accredited investors”
as defined in Regulation D, and that investors must enter into a subscription agreement, which states that investors must carefully
read the confidential private placement memorandum (“Memorandum”) and requires investors to certify that they have read the
Memorandum. The Memorandum clearly discloses the Private Fund’s policy of investing at least 80% of its net assets in asset-backed
finance investments, and does not disclose any policy to invest in “private funds.” Given the foregoing, the Private Fund
respectfully submits that there is no risk of investor confusion as a result of the Private Fund’s name, and that an investment
policy to invest at least 80% of the Private Fund’s assets in “private funds” is not required pursuant to Rule 35d-1(a)(2)(i) under
the 1940 Act.

 2 Investment Company Names, Release No. IC-35000 (Sept. 20, 2023).

    3

Oaktree Asset-Backed Income
Fund Inc.

Oaktree Asset-Backed Income
Private Fund Inc.

April 16, 2025

Comment
4: The first sentence of the second paragraph of this section states that the Funds may invest up to 20% of its assets in “investments
other than ABF Investments . . . including cash or cash equivalents, and liquid fixed-income securities . . .”
Please identify here any investments other than ABF Investments that are part of the Funds’ principal strategies and disclose any
corresponding risks of such investments under “Principal Risks of Investing in the Fund.”

Response:
The Funds respectfully acknowledge the comment and have revised the sentence to identify publicly-traded corporate bonds as an example
of liquid fixed-income securities (as shown below) and notes that corresponding risks are disclosed under “Principal Risks of Investing
in the Fund.”

“In addition, the Fund may invest
up to 20% of its net assets (plus the amount of any borrowings for investment purposes) in investments other than ABF Investments as described
in this Prospectus (together with the ABF Investments, the “Investments,” and each, an “Investment”), including
cash or cash equivalents, [liquid structured credit securities (which may
include, for example, residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), asset-backed securities
(ABS), and collateralized loan obligations (CLOs) (each, as defined below)),]3 and liquid fixed-income securities,
such as publicly-traded corporate bonds, consistent with prudent liquidity management.”

 3 See response to Comment 5.

    4

Oaktree Asset-Backed Income
Fund Inc.

Oaktree Asset-Backed Income
Private Fund Inc.

April 16, 2025

Comment
5: The second sentence of the second paragraph of this section states that the Funds may invest up to 10% of its assets in
 “listed structured credit” securities. Please briefly disclose the types of investments listed structured credit securities
include.

Response:
The Funds respectfully submit that they have revised the investment strategy to remove the 10% allocation to listed structured credit
securities. Instead, the Funds have revised the investment strategies such that the Funds may invest up to 20% of their net assets in
investments other than ABF Investments, including liquid structured credit securities. The Funds have revised the disclosure as follows:

“In
addition, the Fund may invest up to 20% of its net assets (plus the amount of any borrowings for investment purposes) in investments other
than ABF Investments as described in this Prospectus (together with the ABF Investments, the “Investments,” and each, an “Investment”),
including cash or cash equivalents, liquid structured credit securities (which
may include, for example, residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), asset-backed securities
(ABS), and collateralized loan obligations (CLOs) (each, as defined below)), and liquid fixed-income securities[,
such as publicly-traded corporate bonds,]4 consistent with prudent liquidity management.  In
addition, theThe Fund may invest up
to 10% of its net assets (plus the amount of any borrowings for investment purposes) in listed structured credit securities for liquidity
management purposesin securities and other obligations of
any credit quality, duration or maturity. However, it is expected that the Fund normally will have a short average portfolio duration
(i.e., within a 1½ to 3-year range), as calculated by the Adviser, although it may be shorter or longer at any time or
from time to time depending on market conditions and other factors.
The Fund will not invest more than 15% of its assets in entities that rely on Sections 3(c)(1) or 3(c)(7) of the 1940 Act, other
than CLOs and other asset-backed issuers.”

Comment
6: The third paragraph of this section identifies three segments and the first sentence of the next paragraph refers to two
of these segments. To avoid investor confusion, please consider defining the terms investment grade segment, core segment and opportunistic
segment and using these defined terms when referring to these segments.

Response:
The Funds respectfully acknowledge the comment and have revised the investment strategy disclosure as follows to include defined terms
when referring to these three segments of the Funds’ ABF Investments, and shall include corresponding updates in the Registration
Statements where appropriate:

 · “Investment Grade: Senior financing, typically dominatedThe
investment grade segment of the ABF market (the “Investment Grade Segment”) includes senior financing investments with relatively
lower risk, which are typically participated in by insurers and banks, with relativity low risk..
ABF Investments in the Investment Grade Segment often rely on explicit or internal ratings for such insurer or bank participation at BBB-
or a higher, equivalent rating.

 4 See response to Comment 4.

    5

Oaktree Asset-Backed Income
Fund Inc.

Oaktree Asset-Backed Income
Private Fund Inc.

April 16, 2025

 · Core: Similar return profile to private credit, represents the
space between the investment grade segment and the opportunistic segment. The
core segment of the ABF market (the “Core Segment”) represents the space between the Investment Grade Segment and the Opportunistic
Segment (as defined below). ABF Investments included in the Core Segment may not be suitable for a rating for various non-risk-based reasons
such as the variable funding profile of the investment or other structural features of the investment. The credit quality of such investments
may sometimes, but not always, be below investment grade. ABF Investments in the Core Segment are typically focused on income returns
derived from contractual asset cashflows. It is anticipated that
the Fund’s ABF Investments in the Core Segment have
the potential to deliver yields consistent with, or slightly higher than, first lien, sponsor-backed
direct loans.

 · Opportunistic: ABF Investments in
the opportunistic segment of the ABF market (the “Opportunistic investments haveSegment”)
typically have a higher risk profile and the potential to earn higher net returns, in comparison
to the investment grade or core segments, in exchange for a higher risk profile.which
may include providing “essential capital” to Originators in the form of equity capital, preferred equity or other junior debt
or stock participation for potential long-term capital appreciation and total return.”

Comment
7: The first sentence of the fourth paragraph of this s