May 20, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ken Ellington and Lisa Larkin

Registration Statement on Form N-2

File Numbers: 333-237583; 811-23384

Ladies and Gentlemen:

On behalf of Eagle Point Income Company Inc., a Delaware corporation (the “Fund”), we hereby respond to the comments raised by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in telephonic conversations on April 14, 2020 between Ken Ellington of the Staff and Philip T. Hinkle of Dechert LLP and April 30, 2020 between Lisa Larkin of the Staff and Philip T. Hinkle and Cynthia C. Bien of Dechert LLP, relating to the Fund’s registration statement on Form N-2 filed with the Commission on April 6, 2020 (the “Registration Statement”).

For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the applicable response. The Fund intends to file Pre-Effective Amendment No. 1 to the Registration Statement (“Pre-Effective Amendment No. 1”) at a future date, which will reflect the responses below.

Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.

Response:

The Fund has not substantially repositioned its portfolio in response to the COVID-19 pandemic or related government actions; however, the Fund sold certain investments during March 2020 and partially de-leveraged its balance sheet. As disclosed in the Registration Statement, the Fund’s portfolio investments are generally less liquid than high yield bonds in normal market conditions. Since March 2020, we have observed an increase in secondary market activity in CLO debt securities, the Fund’s primary type of investment.

During the first quarter, essentially all of the Fund’s CLO investments experienced a decrease in the value of their underlying corporate loan portfolios. Indeed, the S&P/LSTA Leveraged Loan Index had one of its worst months ever in March 2020. In essentially all cases, however, the value of the corporate loan portfolios has increased since April 1, 2020, though typically not to levels from the beginning of the year.

Certain CLO debt investments held by the Fund have been placed on “negative watch” by Moody’s or S&P, indicating that such rating agency is currently reviewing these assets for potential future downgrade. However, no investments were downgraded between March 1, 2020 and May 1, 2020. The Fund’s investments in CLO equity (which comprised approximately 21.2% of the Fund’s portfolio as of March 31, 2020) are not rated. We do not believe any of our CLO investments have received government support though certain obligors of the loans underlying our CLO investments may participate in recent government programs. Based on our limited knowledge of the extent of underlying obligors’ reliance on COVID-19 government support measures, we do not believe the expiration of those measures would result in a material increase in defaults on the Fund’s CLO investments or their underlying collateral.

The Fund has no current plans to issue preferred stock within the next 12 months. However, as noted in the Registration Statement, the Fund may issue preferred stock or otherwise incur leverage in accordance with the Investment Company Act of 1940, as amended, at any time.

The Fund will update the relevant December 31, 2019 disclosure (including the items noted in this comment 3) in the Registration Statement prior to filing Pre-Effective Amendment No. 1.

Response:

The Fund will update the disclosure in the Registration Statement to reflect the most recently available NAV estimate and the current calculation of its public float prior to filing Pre-Effective Amendment No. 1. The number of shares of common stock that comprise the Fund’s public float has not materially changed from April 2, 2020 and, as such, the percentage of the Fund’s shares of common stock represented by the public float has not materially changed. For the Staff’s reference on May 15, 2020, the Fund’s public float reflected approximately 37% of the estimated NAV as of March 31, 2020 (compared to approximately 18% based on market value as of April 2, 2020 and NAV as of December 31, 2019).

Response:

The Fund will update the February 29, 2020 disclosure in the Portfolio section of the Registration Statement to applicable information as of April 30, 2020 prior to filing Pre-Effective Amendment No. 1.

Changes in valuations from December 31, 2019 to April 30, 2020, precipitated by the onset of the COVID-19 pandemic, caused a material shift in the Fund’s asset allocations. Specifically, the Fund’s exposure to CLO equity increased from 13% to 19%, while its exposure to CLO debt decreased from approximately 87% to 81%. This was due in part to sales of certain CLO debt securities and different changes in value for different securities in the Fund’s portfolio.

In addition, from December 31, 2019 until April 30, 2020, the weighted average mark on the Fund’s CLO debt investments based on par value declined from 95.15% to 61.95% and the weighted average market value of the loan collateral underlying the Fund’s CLO investments based on par value declined from 97.96% to 87.33%. The high yield debt markets continue to experience significant price volatility, and, as such, the above metrics will likely continue to fluctuate materially. We note, however, that while changes in the market price of the Fund’s CLO investments or underlying collateral may be indicative of increased risk, such price movements have no direct impact on the amount of income that the Fund receives. The implications of price movements are discussed further in response to comment 12.

Response:

The Fund notes that it had satisfied applicable asset coverage requirements as of March 31, 2020. The Fund will include the following disclosure in the Financing and Hedging Strategy section of the Registration Statement prior to filing Pre-Effective Amendment No. 1:

“As of March 31, 2020, the Company’s asset coverage ratio in respect of senior securities representing indebtedness as calculated pursuant to Section 18 of the 1940 Act was 449%. In the event we fail to meet our applicable asset coverage ratio requirements, we may not be able to incur additional debt and/or issue preferred stock, and could be required by law or otherwise to sell a portion of our investments to repay some debt or redeem shares of preferred stock (if any) when it is disadvantageous to do so, which could have a material adverse effect on our operations, and we may not be able to make certain distributions or pay dividends of an amount necessary to continue to qualify as a RIC for U.S. federal income tax purposes.”

Response:

The Fund will add the following disclosure in the Risk Factor Summary section of the Registration Statement prior to filing Pre-Effective Amendment No. 1:

“COVID-19 Pandemic Risk. The emergence of the global outbreak of the COVID-19 pandemic has created economic and financial disruptions and contributed to increased volatility in global financial markets and likely will affect countries, regions, companies, industries and market sectors more dramatically than others. It is not known how long the impact of the COVID-19 pandemic will last or the severity thereof.”

Response:

The management fee line item in the Fees and Expenses table will be updated to reflect Managed Assets as of March 31, 2020 prior to filing Pre-Effective Amendment No. 1.

Response:

The Fund will enhance the risk disclosure in the Registration Statement in accordance with this comment, as reflected in its response to comment 20, below.

Response:

The Fund will replace the “Low Interest Rate Environment” paragraph prior to filing Pre-Effective Amendment No. 1 with the following:

“As of the date of this prospectus, interest rates in the United States are at historic lows due to the U.S. Federal Reserve’s recent lowering of certain interest rates as part of its efforts to ease the economic effects of the COVID-19 pandemic. With the historically low interest rates, there is a risk that interest rates will rise once the COVID-19 pandemic abates.”

Response:

Owing to the large number of corporate loans underlying our CLOs, even in benign markets, we expect a certain amount of loan defaults each year. Due to the unexpected decrease in revenue at companies due to COVID-19 related shut-downs and other business disruptions, defaults of assets underlying CLOs have begun to increase. For example, we note that in April 2020, 11 constituents out of the over 1400 loans in the S&P/LSTA Leveraged Loan Index experienced a default. We have observed that defaults have been concentrated in the retail, telecommunications, healthcare and travel sectors. Year to date, the energy sector has had among the highest default rates compared to other industries due to decreased demand caused by COVID-19 related travel restrictions and a price war among major oil producing nations; however, the CLOs comprising the Fund’s investment portfolio generally have minimal exposure to energy obligors.

From March 1, 2020 to April 30, 2020, underlying loans held by the Fund’s CLO investments which were in default increased by approximately 31 basis points, from 0.46% to 0.77%. Despite this increase, the current overall default rate on the Fund’s underlying investments remains below the historical default rate for senior secured loans according to data provided by S&P Leveraged Commentary & Data. The Fund is monitoring activity in the underlying loan market, including defaults, carefully.

Response:

This Risk Factor is intended to highlight the general inverse correlation between a decline in a CLO’s market value and an increase in the perceived risk of loan defaults and/or lower recoveries from defaulted loans. Market prices of a CLO’s loans reflect market participants’ views of each loan’s value on any given day. However, CLOs are not required to sell assets due to price movements of performing loans. In addition, CLO liabilities typically have maturity dates beyond those of the CLO’s loan assets, thereby mitigating risk associated with a loan’s price volatility prior to repayment. Thus, while unrealized losses on the Fund’s portfolio may be indicative of the market perceiving an elevated level of risk, they have no direct impact on the level of income received by the Fund.

“CCC” ratings migration (i.e. downgrades resulting in an increase in the proportion of loan assets rated CCC+ or lower) or an increase in defaults, in conjunction with unrealized price declines, may cause a CLO investment to breach certain overcollateralization tests. If these tests are not satisfied on certain dates (generally tested once per quarter), loan proceeds that otherwise would have been used to principally pay distributions to junior CLO classes (including investments held by the Fund) may instead be used to purchase additional collateral within the CLO (known as “interest diversion”) or to partially redeem the senior-most class of notes (known as “early amortization”). This could result in the elimination, deferral or reduction of payments to the Fund for a period of time. As of the April 2020 quarterly test dates, only four CLO investments in the Fund experienced cash-flow diversion. Because CLOs are typically not static pools, during their reinvestment periods, CLO collateral managers can actively manage each CLO’s loan portfolio and seek to increase the par value of the collateral, by taking advantage of periods of pricing dislocations in the market (such as today), and reinvest proceeds from loans into higher yielding investments.

Due to the CLO structure, as described above, unrealized depreciation has not directly resulted in an increase in the proportion of Fund distributions representing a return of capital, as none of the securities held by the Fund have defaulted or been forced to liquidate. The Fund sold certain investments during March 2020 and partially de-leveraged its balance sheet. This, coupled with a drop in LIBOR, are expected to decrease the amount of interest income available for distribution to shareholders. As a result, on April 1, 2020, the Fund announced that it had lowered its monthly common stock distributions from $0.1326 per share for the first quarter of 2020 to $0.08 per share for the second quarter of 2020. In addition, on May 18, 2020, the Fund announced three monthly distributions of $0.08 per share for the third quarter of 2020. The $0.08 per share distribution paid on April 30, 2020 to stockholders of record as of April 13, 2020 consisted solely of net investment income. In addition, the Fund declared two additional distributions of $0.19 per share to be paid in the July and October of 2020 attributable to excess taxable income from 2019.

Response:

The Fund removed this disclosure, as the Investment Advisory Agreement and the Administration Agreement are subject to review and approval by the Fund’s directors who are not interested persons of the Fund in accordance with the requirements of the 1940 Act. The Investment Advisory Agreement and the Administration Agreement were reapproved on May 15, 2020 and a discussion regarding the basis for the board of directors’ reapproval of the Investment Advisory Agreement will be included in our semi-annual report for the period ended June 30, 2020.

Response:

The Fund will add the following statement below the chart titled “Illustrative Borrower Capital Structure” prior to filing Pre-Effective Amendment No. 1:

“Historical recovery rates are not necessarily indicative of recovery rates in future periods.”

Response:

The Fund will include the following disclosure in the Investment Advisory Agreement section prior to filing Pre-Effective Amendment No. 1:

“The Investment Advisory Agreement was initially approved by the board of directors in October 2018 and was reapproved by the board of directors in May 2020. A discussion regarding the basis for the board of directors’ initial approval of the Investment Advisory Agreement is included in our annual report for the period ended December 31, 2018 and a discussion regarding the basis for the board of directors’ reapproval of the Investment Advisory Agreement will be included in our semi-annual report for the period ended June 30, 2020.”

Response:

The Fund will update the Biographical Information section in the Registration Statement in accordance with this comment prior to filing Pre-Effective Amendment No. 1.

Response:

The Fund confirms Pre-Effective Amendment No. 1 will be in compliance with the hyperlinking rules set forth in the FAST Act Modernization and Simplification of Regulation S-K.

Response:

The Fund will include the following as an additional fundamental policy in the Investment Restrictions section of the Registration Statement prior to filing Pre-Effective Amendment No. 1:

“(8) We may not engage in short sales, purchases on margin, or the writing of put or call options, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction.”

Response:

The Fund confirms that direct investment in covenant-lite loans is not a principal investment strategy. The Fund notes, however, that covenant-lite loans may comprise a significant portion of the senior secured loans underlying the CLOs in which the Fund invests. Accordingly, prior to filing Pre-Effective Amendment No. 1, the Fund will add the following disclosure to the existing Risk Factor entitled “Investing in senior secured loans indirectly through CLO securities involves particular risks.”

“Covenant-lite loans may comprise a significant portion of the senior secured loans underlying the CLOs in which we invest. Over the past decade, the senior secured loan market has evolved from one in which covenant-lite loans represented a minority of the market to one in which such loans represent a significant majority of the market. Generally, covenant-lite loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent that the CLOs that we invest in hold covenant-lite loans, our CLOs may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.”

Response:

The Fund has revised the risk disclosure relating to COVID-19 under “Terrorist actions, natural disasters, outbreaks or pandemics may disrupt the market and impact our operations” as follows:

“In late 2019, an initial outbreak of COVID-19 was reported in Hubei, China. Since then, a large and growing number of cases has been confirmed around the world, which has resulted in numerous deaths and the imposition of both local and more widespread “work from home” and other quarantine measures, border closures and other travel restrictions, causing social unrest and commercial disruption on a global scale. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. The ongoing COVID-19 pandemic has magnified these risks and has had, and will continue to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment are increasingly impacted by the outbreak and government and other measures seeking to contain its spread. The effects of the COVID-19 pandemic have contributed to increased volatility in global financial markets and likely will affect countries, regions, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or serious environmental or public health concern could have, a significant negative impact on economic and market conditions, could exacerbate pre-existing political, social and economic risks in certain countries or regions and could trigger a prolonged period of global economic slowdown, which may impact us and our underlying investments. It is not known how long the impact of the COVID-19 pandemic will, or future impacts of other significant events would, last or the severity thereof. Federal, state and local governments, as well as foreign governments, have taken aggressive steps to address problems being experienced by the markets and by businesses and the economy in general; however, there can be no assurance that these measures will be adequate.

To the extent the Company’s underlying investments are overweight in certain countries, regions, companies, industries or market sectors, such positions will increase the risk of loss from adverse developments affecting those countries, regions, companies, industries or sectors. The COVID-19 pandemic and related government-imposed restrictions have imposed severe financial harm on certain industries to which the Fund is exposed indirectly through its CLO investments’ underlying loan assets. For example, the airline and hotel industries have experienced sharp declines in revenue due to restrictions on travel, hospitals and other healthcare companies have experienced financial losses as a result of increased expenses and declining revenue as patients elect to delay elective or routine procedures, and casino operators have been forced to completely halt operations due to the imposition of mandatory business closures and to address social distancing guidelines.

To date, certain of the CLOs in which we invest have experienced increased defaults by underlying borrowers. Obligor defaults and rating agency downgrades have caused, and may continue to cause, payments that would have otherwise been made to the CLO equity or CLO debt securities that the Fund holds to instead be diverted to buy additional loans within a given CLO or paid to senior CLO debt holders as an early amortization payment. In addition, defaults and downgrades of underlying obligors have caused, and may continue to cause, a decline in the value of CLO securities generally.”

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If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3460 or by email at philip.hinkle@dechert.com. Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Philip T. Hinkle

Philip T. Hinkle

Nauman S. Malik, Chief Compliance Officer, Eagle Point Income Company Inc.