K&L | GATES                       Kirkpatrick & Lockhart Preston Gates Ellis LLP
                                  1601 K Street NW
                                  Washington, DC  20006-1600

                                  T 202.778.9000            www.klgates.com

                                  Alan C. Porter
                                  202.778.9186 direct dial
                                  202.778.9100 fax
                                  alan.porter@klgates.com

                                  May 2, 2008


VIA EDGAR
---------

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

   Re:   Preliminary Proxy Statement for RMK Strategic Income Fund, Inc.
         ---------------------------------------------------------------
         (File No. 811-21487)
         --------------------

Ladies and Gentlemen:

     On behalf of RMK Strategic Income Fund, Inc. (the  "Company"),  transmitted
herewith for filing pursuant to Rule 14a-6(a) under the Securities  Exchange Act
of 1934, as amended,  are the preliminary proxy statement and the forms of proxy
to be used in connection with the special and annual meetings of shareholders of
the Company  scheduled to be held on July 11, 2008 (the  "Meetings").  The proxy
materials  for the  Meetings  consist  of a  letter  from the  president  of the
Company,  the  notice of the  meetings,  the proxy  statement,  and the forms of
proxy.

     The  Company's  Meetings  are being held  jointly  with  special and annual
meetings of RMK  Advantage  Income Fund,  Inc.  (File No.  811-21631),  RMK High
Income Fund, Inc. (File No.  811-21332) and RMK  Multi-Sector  High Income Fund,
Inc. (File No. 811-21833),  which today have also filed proxy materials relating
to their respective  shareholder meetings.  Because the proxy materials filed by
the  Company  are  substantially  identical  to those  filed by these  other RMK
closed-end funds, the staff need only review one of the referenced  filings.  We
will  consider any  comments  conveyed by the staff as being  applicable  to all
filings, unless the context requires otherwise.

     We  anticipate   that   definitive   proxy  materials  will  be  mailed  to
shareholders beginning on or after May 12, 2008.

     If you have any  questions  or comments  regarding  the  foregoing,  please
contact me at (202) 778-9186, or Mitra Shakeri at (202) 778-9024.



                                   Sincerely,

                                   /s/ Alan C. Porter

                                   Alan C. Porter


Enclosures