FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         RMK STRATEGIC INCOME FUND, INC.
        ---------------------------------------------------------------
              (EXACT NAME OF THE FUND AS SPECIFIED IN ITS CHARTER)


                Maryland                                 Pending
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(STATE OF INCORPORATION OR ORGANIZATION)    (I.R.S. EMPLOYER IDENTIFICATION NO.)


                   50 Front Street, Memphis, Tennessee 038103
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                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

      Securities to be registered pursuant to Section 12(b) of the Act:

        Title of each class            Name of each exchange on which
        to be so registered            each class is to be registered
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      Shares of Common Stock,              New York Stock Exchange
    $0.0001 Par Value Per Share

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), check the following box. [X]

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), check the following box.[ ]

     Securities  Act  registration  statement  file  number  to which  this form
relates: 333-111990

     Securities to be registered pursuant to Section 12(g) of the Act:


                                      None
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                                (Title of Class)





                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1:  Description of Registrant's Securities to be Registered.

     The description of the Registrant's securities to be registered is
incorporated by reference to the description contained under the caption
"Description of Shares" in the Registrant's Registration Statement on Form N-2
(Nos. 333-111990 and 811-21487), as filed electronically with the Securities and
Exchange Commission on January 16, 2004 (Accession No. 0000898432-04-000048), as
the same may be amended.

Item 2:  Exhibits.

     Pursuant to the Instructions as to Exhibits, no exhibits are filed herewith
or incorporated by reference.




                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, as of this 18th day
of February 2004.



                        RMK STRATEGIC INCOME FUND, INC.

                        By:    /s/ Charles D. Maxwell
                            ---------------------------------
                        Name:  Charles D. Maxwell
                        Title: Secretary