LADENBURG THALMANN & CO. INC.

277 Park Avenue

26^th Floor

New York, New York 10172

February 19, 2019

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Priority Income Fund, Inc. Registration Statement on Form N-2 File Nos.: 333-228334 and 811-22725

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as representative of the several underwriters of the proposed public offering of 1,000,000 Shares, Series C Term Preferred Stock Due 2024 of Priority Income Fund, Inc. (the “Company”), hereby joins in the request of the Company that the effectiveness of the Registration Statement relating to such securities be accelerated so that the Registration Statement will become effective by 3:00 PM on February 20, 2019, or as soon thereafter as practicable.

We, acting as representative to the several underwriters, wish to advise you that, on February 13, 2019, the underwriters distributed as many “E-red” copies of the Preliminary Prospectus, dated February 12, 2019, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

We confirm that we are aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, with respect to the distribution of Prospectus. We have been informed by the other underwriters participating in the distribution of this offering that such persons have and will comply with Rule 15c2-8 with respect to the distribution of Prospectus.

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Very truly yours,
LADENBURG THALMANN & CO. INC., as representative of the several underwriters
By:	/s/ George Mangione
Name:	George Mangione
Title:	Managing Director - Syndicate