UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 30, 2014

HMS Income Fund, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Maryland	814-00939	45-3999996
____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2800 Post Oak Blvd, Suite 5000, Houston, Texas		77056-6118
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (888) 220-6121

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Expense Support and Conditional Reimbursement Agreement

As previously disclosed in its Current Report on Form 8-K, on December 30, 2013, HMS Income Fund, Inc. (the “Company”) and HMS Adviser LP (“HMS Adviser”) agreed to an Expense Support and Conditional Reimbursement Agreement, as amended on March 31, 2014 and June 30, 2014 (as amended, the “Expense Reimbursement Agreement”). On September 30, 2014, the Company and HMS Adviser entered into a Third Amendment (the “Third Amendment”) to the Expense Reimbursement Agreement. The Third Amendment (i) extends the payment period thereunder until December 31, 2014 or a prior date mutually agreed to by both parties (the “Payment Period”); (ii) clarifies that, upon notification by the Company to HMS Adviser that the Company’s board of directors has determined to make a conditional reimbursement payment, such conditional reimbursement payment becomes a liability of the Company and the right to such conditional reimbursement payment becomes an asset of HMS Adviser payable by the Company to the Adviser within ninety (90) days following such notification; and (iii) eliminates the obligation of the Company to make mandatory reimbursements under the Expense Reimbursement Agreement. Under the Third Amendment, HMS Adviser, at its sole discretion and in consultation with the Company, agrees to pay to the Company up to 100% of the Company’s operating expenses during the Payment Period in order for the Company to achieve a reasonable level of expenses relative to its investment income. All other terms of the Expense Reimbursement Agreement remain unchanged.

The foregoing description of the Amendment is qualified in its entirety by reference to the Third Amendment, filed as Exhibit 10.1 to this report, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

EXHIBIT NUMBER	DESCRIPTION
10.1	Third Amendment to Expense Support and Conditional Reimbursement Agreement, dated September 30, 2014, by and between HMS Income Fund, Inc. and HMS Adviser LP.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HMS Income Fund, Inc.
September 30, 2014	By:	/s/ Ryan T. Sims
		Name: Ryan T. Sims
		Title: Chief Financial Officer and Secretary