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(212) 318-6095

thomaspeeney@paulhastings.com

June 3, 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

    Ms. Lauren Hamilton

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 Mses. Dubey and Hamilton:

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 oral
comments received on April 22, 2025, and May 1, 2025, in relation to (1) Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-2 for the Public Fund filed on April 16, 2025 (Accession No. 0001104659-25-035477) (the “Public Fund Registration
Statement”) and (2) Amendment No. 1 to the Registration Statement on Form N-2 for the Private Fund filed on April 16, 2025
(Accession No. 0001104659-25-035475) (the “Private Fund Registration Statement,” and together with the Public Fund
Registration Statement, the “Registration Statements”). This letter also clarifies and supplements certain responses that
were made in response to the Staff’s initial comment letter to the Registration Statement, dated February 27, 2025 (the “Initial
Comment Letter”). A second pre-effective amendment to the Public Fund Registration Statement and a second 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.

June 3, 2025

LEGAL COMMENTS

PUBLIC FUND REGISTRATION STATEMENT

PROSPECTUS

Cover Page – Investment Strategy

Comment 1: Applicable to both Funds.
The disclosure states that “[t]he 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.”
Explain to us how these types of investments are asset-backed instruments per Comment 2 of the Initial Comment Letter. Would they be issued
by a special purpose vehicle?

Response: The Funds
respectfully acknowledge the Staff’s comment and will supplement the response originally provided in the response to Comment 2 of
the Initial Comment Letter. As background, asset-backed finance is a form of private credit secured by pools, or groups, of similar cash
flowing contracts (i.e., assets). The contracts or agreements that obligate one party to make payments, generating predictable
cash flows, such as loans, leases, mortgages, or other receivables, are the “assets” of asset-backed finance. As disclosed
in the Registration Statements, ABF Investments are typically secured by a segregated portfolio of contractual assets usually held in
a bankruptcy remote special purpose vehicle, creating an additional avenue for generating returns while minimizing risk. The segregated
portfolio of contractual assets that are contributed to a special purpose vehicle will serve as collateral to secure financing. In that
case, the cashflows that are generated by these contractual assets are the investment opportunity and are offered to investors through
certain instruments, including, but not limited to, notes, bills, debentures, bank loans, and convertible and preferred securities. These
instruments, which are secured or “backed” by the segregated portfolio of contractual “assets,” are issued to
investors by the special purpose vehicle upon financing. The Funds have revised the relevant disclosure in the Registration Statements
as follows:

“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”). The Fund’s ABF Investments may also include
certain asset-backed instruments, including, but not limited to, notes, bills, debentures, bank loans, and convertible and
preferred securities, and government and municipal obligations. In addition, the Fund may invest in junior and
equity tranches of ABF Investments. . ..”

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Oaktree Asset-Backed Income Fund Inc.

Oaktree Asset-Backed Income Private Fund Inc.

June 3, 2025

Cover Page – Plan of Distribution

Comment 2: Applicable to both Funds.
The disclosure states that “Class F Shares are offered for investment via intra-fund exchange through certain registered investment
adviser platforms . . ..” Please consider revising the disclosure to state that “Class F Shares are offered via intra-fund
exchange from Class I Shares through certain registered investment adviser platforms . . ..”

Response: The Funds
respectfully acknowledge the Staff’s comment. The Funds note that the Registration Statements have been amended to modify the offering
mechanics for the Class F Shares. See responses to Comments 5 and 6 below.

Prospectus Summary – Principal Strategies
(pg. 1 – 3)

Comment 3: Applicable to both Funds.
The second paragraph of this section currently has a sentence that reads as follows: “The Fund may invest in securities and
other obligations of any credit quality, duration or maturity.” Please revise the disclosure so that this sentence begins a new
paragraph, so that the sentence does not just apply to the 20% of Fund net assets referenced in this paragraph.

Response: The Funds
have revised the relevant disclosure as requested.

Leverage (pg. 31)

Comment 4: Applicable to both Funds.
In the second sentence of the first paragraph of this section, please delete the phrase “formed by the Fund.”

Response: The Funds
have revised the relevant disclosure as requested.

Plan of Distribution – Other Payments
(pg. 84)

Comment 5: Applicable to both Funds.
Explain to us the purpose of this arrangement described in the first sentence of this section (i.e., “Oaktree and/or
its affiliates may make payments to one or more investors that contribute capital to the Fund through the purchase of Class F Shares,
including through the purchase of Shares on behalf of such investors.”).

    3

Oaktree Asset-Backed Income Fund Inc.

Oaktree Asset-Backed Income Private Fund Inc.

June 3, 2025

Response: The Funds
respectfully acknowledge the Staff’s comment. As background, alternative closed-end fund sponsors have recently started to offer
various forms of “bonus shares” to early-stage investors. In response to this commercial development, Oaktree evaluated the
current market dynamics after initially filing the Registration Statements and determined to add Class F Shares to the Funds’ suite
of Share classes. Class F Shares are offered to investors who satisfy the minimum initial investment amount (i.e., $10,000,000),
and clients of certain financial intermediaries, including one or more additional intermediaries (e.g., registered investment
adviser platforms and broker-dealers) authorized to receive orders on the Funds’ behalf, who satisfy the minimum initial investment
amount on an aggregate basis (i.e., $10,000,000 per financial intermediary). Shareholders of Class A, Class I and Class U Shares
of the Public Fund, and Shareholders of Class I Shares of the Private Fund, who satisfy the minimum initial investment amount for Class
F Shares by the earlier of (i) the date on which a Fund attains $250 million in net assets, or (ii) a future date to be determined, will
have their existing Class A, Class I or Class U Shares exchanged into Class F Shares of the same Fund. Each Fund may, in its sole discretion,
aggregate the accounts of clients of registered investment advisers, broker-dealers and other financial intermediaries whose clients
invest in a Fund across Share classes for purposes of determining satisfaction of the minimum initial investment amount for Class F Shares.
Class F Shares will be closed to new investors by the earlier of (i) the date on which a Fund attains $250 million in net assets, or
(ii) a future date to be determined (the “Closing Date”).1
The intra-fund exchanges are expected to occur as soon as practicable after the Closing Date. Upon the direct purchase of Class F Shares
by eligible investors, or upon the consummation of the intra-fund exchanges, Oaktree and/or its affiliates may contribute the proceeds
used to purchase additional Class F Shares on behalf of Class A, Class F, Class I or Class U Shareholders, respectively, from their own
resources. Such payments will be made from the assets of Oaktree and/or affiliates thereof (and not the Funds), at no additional cost
to investors.

In addition, please answer the following questions:

 (i) Will all Class F Shareholders equally benefit from these payments?

Response: Yes, Oaktree and/or its affiliates will
purchase Class F Shares pari passu on behalf of eligible investors who satisfy the minimum initial investment amount (i.e.,
$10,000,000).

 (ii) What obligation, if any, will Class F Shareholders have to Oaktree and its affiliates in return for the
payments?

Response: None. The Funds, however, may impose repurchase
fees of up to 2.00% on Class F Shares accepted for repurchase that have been held for less than one year.

 (iii) What is the expected size of the payment, and will it vary by Shareholder?

Response: The Funds respectfully decline to disclose
the expected size of the discretionary payments given the competitive market environment and proprietary nature of the arrangement. As
noted in the response to (i) above, Class F Shares will be purchased pari passu on behalf of eligible investors.

1
For purposes of this letter, the calendar Closing Date is a future date that will be determined based on the effective date of the Public
Fund Registration Statement.

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Oaktree Asset-Backed Income Fund Inc.

Oaktree Asset-Backed Income Private Fund Inc.

June 3, 2025

 (iv) Will there be a written agreement evidencing this arrangement?

Response: Oaktree may execute a memorandum of understanding
with certain registered investment adviser platforms, broker-dealers and other financial intermediaries, broadly outlining this arrangement.
Nevertheless, the Funds respectfully submit that a description of this arrangement will be included in each Fund’s Prospectus.

Plan of Distribution – Purchasing Shares
 – Class F Shares (pg. 85)

Comment 6: Applicable only to Public
Fund. The disclosure currently contains the following two sentences: “The intra-fund exchanges are expected to take place in
[•]. Upon the earlier of (i) [•], and (ii) the date that the Class F Shares reach $250 million in net assets, Class
F Shares will be closed to new investors.” Please tell us why the Fund is offering Class F Shares that are only issued upon exchange
for Class I Shares, which will then be closed to new investors as of a certain date or when Class F Shares reach $250 million in net assets?
In addition, since the Class F Shares are always closed to new investors as they are only available through an intra-fund exchange of
Class I Shares, and do not appear to be offered to new investors at all, please revise the disclosure to clarify that the Class F Shares
will be closed to new investors upon the earlier of such date or when the Class F Shares reach $250 million in net assets.

Response: The Public
Fund respectfully acknowledges the Staff’s comment. As noted in the responses to Comments 2 and 5 above, the Public Fund Registration
Statement (in addition to the Private Fund Registration Statement) has been amended to modify the offering mechanics for Class F Shares.
For example, individual investors who satisfy the minimum initial investment amount, may invest directly in Class F Shares. In addition,
Class F Shares are offered for investment via intra-fund exchange from Class A, Class I and Class U Shares to Shareholders of the Public
Fund who satisfy the minimum initial investment amount. Finally, as noted in response to Comment 5 above, the Class F Shares are designed
to incentivize early-stage investors that may potentially enable the Funds to attain a modicum of scale on an expedited basis. As a result,
it is anticipated that the Class F Shares will be available for only a limited period of time.

Exchanging Shares (pg. 89 – 90)

Comment 7: Applicable to both Funds.
The fifth sentence of the first paragraph of this section currently reads as follows: “At a future date, the Fund reserves the
right to close Class F Shares and initiate an intra-fund exchange of the Class F Shares to Class I Shares.” Please also disclose
this sentence earlier in the section pertaining to purchasing Class F Shares.

Response: The Funds
have revised the relevant disclosure as requested.

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Oaktree Asset-Backed Income Fund Inc.

Oaktree Asset-Backed Income Private Fund Inc.

June 3, 2025

Shares Purchased or Held Through Financial
Intermediaries (pg. 90)

Comment 8: Applicable to both
Funds. The first sentence of the first paragraph of this section currently reads as follows: “[t]he availability of sales
charge waivers and discounts may depend on the particular financial intermediary or type of account through which you purchase or
hold Shares, as disclosed in this Prospectus.” Please add this disclosure to the Prospectus, or if such sales charge waivers
and discounts do not currently exist, please revise the disclosure to state that there currently are no sales charge variations.

Response: The Funds
respectfully acknowledge the Staff’s comment. See response to Comment 13 below. The Public Fund has revised the relevant disclosure
in the Public Fund Registration Statement as follows:2

“The availability of sales charge
waivers and discounts may depend on the particular financial intermediary or type of account through which you purchase or hold Shares,
as disclosed in this Prospectus. The Fund’s sales charge waivers and discounts disclosed in this Prospectus are available for qualifying
purchases and are generally available through certain financial firms specified in this Prospectus. As noted above, Shares
of the Fund are generally offered through selling agents that have entered into selling agreements with the Distributor. Different selling
agents may have arrangements that result in breakpoints in, or elimination of, the sales loads with respect to the Class A Shares. Currently,
the sales loads with respect to the Class A Shares do not differ by selling agent and therefore the Fund does not have any scheduled variations
to disclose in this Prospectus. Please contact your financial firm for more information regarding the financial firm’s