POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5


      KNOW ALL BY THESE PRESENTS,  that the undersigned hereby constitutes and
appoints  each of Arthur J. Brown,  Jennifer R.  Gonzalez,  Charles D. Maxwell
and  J.   Thompson   Weller,   signing   singly,   his/her   true  and  lawful
attorney-in-fact to:

(1)   execute  for and on  behalf  of the  undersigned  Forms 3, 4 and/or 5, and
      amendments  thereto  relating  to RMK  STRATEGIC  INCOME  FUND,  INC.,  in
      accordance  with Section 16(a) of the Securities  Exchange Act of 1934, as
      amended, and the rules thereunder;

(2)   do and perform any and all acts for and on behalf of the undersigned  that
      may be necessary  or desirable to complete the  execution of any such Form
      3, 4 or 5, or  amendment  thereto,  and the  filing  of such form with the
      United States Securities and Exchange  Commission and any other authority,
      including preparing, executing and filing Form ID with the Commission; and

(3)   take any  other  action  of any type  whatsoever  in  connection  with the
      foregoing that, in the opinion of such attorney-in-fact, may be of benefit
      to, in the best interest of, or legally required by, the  undersigned,  it
      being understood that the documents executed by such  attorney-in-fact  on
      behalf of the  undersigned  pursuant to this Power of Attorney shall be in
      such  form  and  shall   contain  such  terms  and   conditions   as  such
      attorney-in-fact may approve in his/her discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to do and perform all and every act and thing  whatsoever  requisite,
necessary  and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all that such  attorney-in-fact,  or his/her
substitute or  substitutes,  shall  lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing  attorneys-in-fact,  in serving in such capacity
at the request of the  undersigned,  are not assuming  any of the  undersigned's
responsibilities  to comply with  Section 16 of the  Securities  Exchange Act of
1934, as amended.

      This  power-of-attorney  shall  expire when the  undersigned  ceases to be
required to file a Form 3, 4 or 5 with the United States Securities and Exchange
Commission or any other authority.





      IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney to
be executed as of this 12th day of February 2004.



                                          /s/ James C. Kelsoe
                                          -------------------
                                              James C. Kelsoe