Filed Pursuant to Rule 497

File no. 333-213498

Maximum Offering of 75,102,649 Shares

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Supplement No. 2 dated March 6, 2019

to

Prospectus dated October 26, 2018

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This supplement contains information which amends, supplements, or modifies certain information contained in the Prospectus of Priority Income Fund, Inc. (the "Company") dated October 26, 2018, as amended or supplemented (the "Prospectus").

You should carefully consider the "Risk Factors" beginning on page 34 of the Prospectus before you decide to invest.

Change in Public Offering Price

On March 6, 2019 in accordance with our share pricing policy, our board of directors determined that a change in the public offering prices was warranted following a change in our estimated net asset value per share. In order to more accurately reflect our net asset value per share, we are changing our public offering price to $15.19 per share designated as "Class R", $14.28 per share designated as "Class RIA", and $13.97 per share designated as "Class I" from $15.42 per share designated as "Class R", $14.49 per share designated as "Class RIA", and $14.19 per share designated as "Class I". Although we use “Class” designations to indicate our differing sales load structures, the Company does not operate as a multi-class fund. The change in the public offering price is effective as of our March 8, 2019 weekly closing and first applied to subscriptions received from March 1, 2019 through March 7, 2019.