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PRIORITY INCOME FUND, INC.

10 East 40th Street, 42nd Floor

New York, NY 10016

February 19, 2019

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Jay Williamson, Esq.

Re: Priority Income Fund, Inc.

Registration Statement on Form N-2

(File Nos. 333-228334 and 811-22725)

Dear Mr. Williamson:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Priority Income Fund, Inc. (the “Company”) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 3:00 p.m., Eastern Time, on February 20, 2019 or as soon thereafter as possible.

PRIORITY INCOME FUND, INC.

By: /s/ M. Grier Eliasek__

M. Grier Eliasek

Chief Executive Officer and President