January 8, 2020

VIA E-mail

William J. Bielefeld, Esq.
Dechert LLP
1900 K Street NW
Washington, DC 20006-1110

         Re: Goldman Sachs Credit Income Fund
             File Nos. 333-235444, 811-23498

              Goldman Sachs Real Estate Diversified Income Fund
              File Nos. 333-235443, 811-23499

Dear Mr. Bielefeld:

          On December 10, 2019, you filed initial registration statements on
Form N-2 on behalf
of the Goldman Sachs Credit Income Fund (the "Credit Fund") and the Goldman
Sachs Real
Estate Diversified Income Fund (the "Real Estate Fund" and together with the
Credit Fund, the
"Funds"). We have reviewed each registration statement and have provided our
comments
below. Where a comment is made with regard to disclosure in one location, it is
applicable to all
similar disclosure appearing elsewhere in the registration statements. Unless
otherwise noted,
our comments apply to both registration statements. Page numbers refer to the
Credit Fund. All
capitalized terms not otherwise defined herein have the meaning given to them
in the registration
statement.

GENERAL

   1.    Please tell us if you have presented any test the waters materials to
potential investors
         in connection with these offerings. If so, please provide us with
copies of such
         materials.

PROSPECTUS

Cover Page

   2.    We note that the cover page is four pages long. Please consider
revising so that the
         cover page does not exceed two pages.
 William J. Bielefeld, Esq.
January 8, 2020
Page 2

    3.    Interval Fund. Please disclose the intervals between deadlines for
repurchase requests,
          pricing and repayment and the anticipated timing of the registrant's
initial repurchase
          offer. This response should include a cross-reference to those
sections of the
          prospectus that discuss the registrant's repurchase policies and the
risks attendant
          thereto. See Guide 10 to Form N-2.

    4.    Interval Fund. The disclosure in this paragraph states that "it is
possible that the Fund
          may offer to repurchase only the minimum amount of 5% of its
outstanding Shares."
          However, disclosure later in each prospectus indicates that the Funds
expect to
          repurchase only 5% of its outstanding Shares per quarter. Please
revise the quoted
          language, as repurchasing only 5% of outstanding Shares per quarter
is not just a
          possibility, but appears to be the Funds' expectation.

    5.    The two paragraphs immediately preceding the offering table discuss
special risks that
          investors may face because the Funds are non-traded. Please revise
the format of this
          disclosure so that each of the risks is discussed in a separate
bullet point. The
          disclosure should remain in bold.

    6.    Offering Table. The "Proceeds, after expenses, to the Fund" line
includes a superscript
          for footnote 2; however, such footnote appears to be missing. Please
reconcile this
          discrepancy.

    7.    Leverage. Please put the final sentence of the first paragraph, which
is a cross
          reference to the borrowing and leverage discussions later in the
prospectuses, in bold.
          See Item 1.1.j of Form N-2.

Prospectus Summary

    8.    Investment Objective and Strategies (page 2 of Real Estate Fund). The
Real Estate
          Fund prospectus describes low to moderate correlation to the broader
equity markets to
          mean "investment returns having a correlation of less than one to the
S&P 500 Index."
          Please explain what this means in plain English.

    9.    Investment Objective and Strategies (page 3). The prospectuses state
that the Funds
          may lend portfolio securities. Please include corresponding risk
disclosure regarding
          securities lending in the "Risk Factors" and "Principal Risks of the
Fund" sections of
          the prospectuses.

    10.   Investment Objective and Strategies (page 4). The prospectuses state
that the Funds'
          investments in derivatives are counted towards the Funds' 80%
investment policies.
          Please confirm that the Funds will use market value and not notional
value of any
          derivatives for purposes of satisfying their 80% investment policies.
 William J. Bielefeld, Esq.
January 8, 2020
Page 3

    11.   Investment Objective and Strategies (page 4). The prospectuses
indicate that the Funds
          will invest in Public Investment Funds, including mutual funds, ETFs
and closed-end
          funds, as part of its principal investment strategy. Please explain
how such investments
          in Underlying Funds will comply with the limitations imposed by
Section 12(d)(1) of
          the 1940 Act.

    12.   Investment Objective and Strategies (page 4). The Credit Fund
prospectus states that
          the Fund may invest in Private Investment Funds. Please tell us how
much the Credit
          Fund will invest in hedge funds and/or private equity funds that rely
on section 3(c)(1)
          or 3(c)(7) of the 1940 Act. If the Credit Fund will invest more than
15% of its net
          assets in hedge funds and private equity funds that rely on sections
3(c)(1) or 3(c)(7),
          please note that registered closed-end funds that invest more than
15% of their net
          assets in such hedge funds or private equity funds should impose a
minimum initial
          investment requirement of at least $25,000 and restrict sales to
investors that, at a
          minimum, satisfy the accredited investor standard. Please confirm to
us that the Funds
          will invest 15% or less or that they will impose a $25,000 initial
investment minimum
          and will limit investments to accredited investors. We may have
additional comments
          after reviewing your response.

    13.   Repurchase Offers Risk (page 5). In discussing this risk, please
disclose (a) the effect
          that share repurchase offers might have on portfolio turnover; and
(b) the possible
          decrease in share value as a result of currency fluctuations between
the date of tender
          and the repurchase pricing date if the registrant has invested all or
a portion of its
          portfolio in foreign markets. See Guide 10 to Form N-2.

    14.   Repurchase Offers Risk (page 6). The prospectuses notes that the
Funds may borrow
          money to finance repurchases. Please disclose the maximum amount of
debt that may
          be incurred for such purposes and the restrictions on leverage
imposed by the 1940 Act
          and Rule 23c-3. See Guide 10 to Form N-2.

    15.   Loan-Related Investments Risk (pages 11-12). In the Credit Fund
prospectus, the final
          sentence of the disclosure for this risk discusses the risk of
investing in loans with
          fewer restrictive covenants. If the Credit Fund will invest in
covenant lite loans as part
          of its principal investment strategy, please disclose in the strategy
section.

    16.   Convertible Securities Risk (page 13).
          a. The prospectuses include a Convertible Securities Risk, but
convertible securities
             are not mentioned in the investment strategies section beginning
on page one of the
             prospectuses. If the Funds will invest in convertible securities
as part of their
             investment strategies, please include a discussion in the strategy
section.

          b. If the Funds expect to invest in contingent convertible securities
("CoCos"), the
             Funds should consider what, if any, disclosure is appropriate. The
type of
             disclosure will depend on, among other things, the extent to which
the Funds will
             invest in CoCos and the characteristics of the CoCos (e.g., the
credit quality, the
 William J. Bielefeld, Esq.
January 8, 2020
Page 4

              conversion triggers). If CoCos will be a principal type of
investment, the Funds
              should provide a description of them and should provide
appropriate risk
              disclosure.

    17.   OID and PIK Interest Related Risks (page 14). In the Credit Fund
prospectus, please
          disclose additional risks related to OID and PIK instruments,
including that: (a) market
          prices of OID instruments are more volatile because they are affected
to a greater extent
          by interest rate changes than instruments that pay interest
periodically in cash; (b) use
          of OID and PIK securities may provide certain benefits to the
Investment Adviser
          including increasing management fees and incentive compensation; (c)
the Credit Fund
          may be required under the tax laws to make distributions of OID
income to
          shareholders without receiving any cash and that such required cash
distributions may
          have to be paid from offering proceeds or the sale of fund assets;
and (d) the required
          recognition of OID, including PIK, interest for U.S. federal income
tax purposes may
          have a negative impact on liquidity, because it represents a non-cash
component of the
          Credit Fund's taxable income that must, nevertheless, be distributed
in cash to investors
          to avoid it being subject to corporate level taxation.

    18.   The Fund May Make Commitments Representing a Substantial Portfolio of
its Total
          Assets (page 22). Please note that the staff of the Division of
Investment Management
          has taken the position that an unfunded commitment is deemed a senior
security unless
          it is covered by the assets of a fund. Please confirm that the Funds
reasonably believe
          that their respective assets will provide adequate cover to allow
them to satisfy any
          unfunded investment commitments.

    19.   Brexit Risk (page 25). Please consider updating this risk in light of
recent political
          developments in the United Kingdom.

    20.   Dividend Reinvestment Plan (page 42). Please explain how the term
"Common
          Shares" differs from the term "Shares" defined on the cover page of
the prospectuses.

    21.   Certain Tax Considerations (page 44). This section notes that a
portion of distributions
          to shareholders may constitute a return of capital for U.S. federal
tax income purposes.
          Please disclose here the tax consequences to shareholders.


Fund Fees and Expenses

    22.   Fee Table (pages 47-48).
          a. As the Real Estate Fund will engage in short selling as part of
its principal
             investment strategy, please confirm whether the fee table will
include expenses
             associated with short selling, either as part of the "Interest
Payments on Borrowed
             Funds" line item or as a separate line item.
 William J. Bielefeld, Esq.
January 8, 2020
Page 5

          b. The fee table in the Real Estate Fund prospectus lists "None" for
the acquired fund
             fees and expenses ("AFFE") line item. However, the principal
investment strategy
             indicates that the Real Estate Fund will invest in other
investment companies. If
             the Real Estate Fund will incur AFFE greater than 0.01%, please
include such
             expenses in the fee table. See Item 3.10.a of Form N-2.

          c. Footnote 6 to the fee table in the Real Estate Fund prospectus
notes that fees and
             expenses associated with investments in structured finance
vehicles or investment
             companies not traditionally referred to as hedge funds or private
equity funds are
             not included in the AFFE line item to the fee table. Please
disclose how the Real
             Estate Fund pays such fees and whether such costs are passed along
to
             shareholders.

          d. Please round the expense limitation discussed in footnote 7 to the
nearest hundredth
             of a percent. See Item 3, Instr. 3 of Form N-2.

          e. To the extent the expense limitation discussed in footnote 7 is
part of a written
             agreement, please confirm that the Funds will file such agreements
as an exhibit to
             the registration statements as material contracts. See Item 25.2.k
of Form N-2.

    23.   Please explain how the Funds' organizational expenses will be
amortized and the
          period over which the amortization will occur. See Item 9.1.f of Form
N-2.

Use of Proceeds

    24.   Please disclose how long it is expected to take to fully invest net
proceeds in
          accordance with the Funds' investment objectives and policies. We may
have further
          comment after reviewing the response. See Item 7.2 of Form N-2.

Management of the Fund

    25.   Investment Team (page 98). We note that the investment strategies
section states that
          there is no minimum or maximum limit on the amount of the Funds'
Managed Assets
          that may be invested in securities or other instruments of non-U.S.
issuers or borrowers.
          Please provide a basis for an investor to assess the expertise and
experience of the
          Investment Adviser and/or portfolio managers with respect to foreign
investments. See
          Guide 9 to Form N-2.

    26.   Custodian and Administrator (page 98). Please disclose the
compensation to be paid to
          the Funds' administrator. See Item 9.1.d of Form N-2.
 William J. Bielefeld, Esq.
January 8, 2020
Page 6

Additional Information About the Fund

    27.   Description of Shares (page 102).
          a. As the Funds have a policy of making dividend/distribution
payments at
             predetermined times and at minimum rates, please include a
statement that if the
             Funds' investments do not generate sufficient income, the Funds
may be required to
             liquidate a portion of their portfolios to fund these
distributions, and therefore these
             payments may represent a reduction of the shareholders' principal
investment. See
             Item 10.1.a, Instr. 2 of Form N-2.

          b. If there are any liquidation rights or liability to further calls
or to assessments by the
             Funds, please disclose. See Item 10.1.a of Form N-2.

    28.   Dividend Reinvestment Plan (page 104).
          a. Please disclose the method for determining the number of shares
that will be
             distributed instead of a cash dividend. See Item 10.1.e of Form
N-2.

          b. If applicable, please disclose that a Participant holding shares
in a brokerage
             account may not be able to transfer shares to another broker and
continue to
             participate in the Dividend Reinvestment Plan. See Item 10.1.e of
Form N-2.

          c. The final paragraph on this page states that "[i]n the event that
the Fund makes
             available to its shareholders rights to purchase additional Common
Shares . . . . ."
             Please revise this language, as the cover page indicates that this
will be a
             continuous offering.

          d. The staff notes that the top of page 105 includes the sentence
"[T]he automatic
             reinvestment of Dividends will not relieve Participants of any
Federal, state or local
             income tax that may be payable (or required to be withheld) on
such dividend."
             Consider specifying that capital gains and income are realized,
even though cash is
             not received by the shareholder. See Item 10.1.e of Form N-2.

Plan of Distribution

    29.   a. Please briefly discuss the nature of any material relationship
between GS&Co. and
             the Funds (other than that of principal underwriter). See Item
5.1.b of Form N-2.

          b. Please briefly explain any provisions in the underwriting
agreement that provide for
             indemnification of GS&Co. or its control persons by the Funds
against any liability
             arising under the Securities Act. See Item 5.4 of Form N-2.

Shareholder Guide

    30.   Common Questions Applicable to the Purchase of Class A and Class L
Shares (page
          115). The prospectuses indicate that Class A and Class L Shares are
not subject to a
 William J. Bielefeld, Esq.
January 8, 2020
Page 7

          sales load when purchased through the GS Retirement Plan Plus and
Goldman Sachs
          401(k) Programs. If the Funds are sold through retirement plans,
please provide a
          statement regarding where additional information about such plans can
be obtained.
          See Item 5.7 of Form N-2.

    31.   How to Sell Shares (page 117). The prospectuses indicates that
fundamental policies
          cannot be changed without "shareholder consent." Please revise this
disclosure to
          specify that fundamental policies cannot be changed without the vote
of a majority vote
          of shareholders. See Item 8.2.c of Form N-2; Guide 10 to Form N-2.

    32.   Repurchase Offer Notices (page 118). Please revise the disclosure to
indicate that the
          Repurchase Offer Notice also will include information discussing: (a)
the risk of
          fluctuating NAV between the Repurchase Request Deadline and the
Repurchase
          Pricing Date; (b) the procedure for tendering Shares; (c) that the
shareholders are able
          to cancel or modify tenders until the request deadline; (d) the
process for repurchasing
          on a pro rata basis; (e) the circumstances warranting suspension or
postponement of a
          Repurchase Offer; and (f) the NAV (as of at least 7 days before
notification) and means
          for calculating it. See Rule 23c-3(b)(4)(i).

    33.   Repurchase Pricing Date (page 119). The prospectuses states that
while the Funds do
          not presently plan to assess any repurchase fees from repurchase
proceeds, the Board
          may determine to do so in the future. Please disclose that, should
the Board determine
          to impose a repurchase fee, such fee will not exceed 2% of the
proceeds. See Rule 23c-
          3(b)(1).

    34.   Repurchase Offers Liquidity Requirement (page 120). Please confirm
that the Board
          has adopted written procedures reasonably designed to ensure that the
each Funds'
          assets are sufficiently liquid so that it can comply with its policy
on repurchases and the
          liquidity requirements of Rule 23c-3(b)(10)(i). See Rule
23c-3(b)(10)(iii).

    35.   Fund Rights (page 121). The fourth bullet point under the heading
"The Fund reserves
          the right to" in the prospectuses states that the Funds reserve the
right to, subject to
          applicable law, "repurchase Shares in circumstances determined by the
Board to be in
          the best interest of the Fund." Please confirm for the staff whether
this refers to
          involuntary redemptions. If so, please remove this language and
replace it with
          language stating that involuntary redemptions will be conducted
consistent with Rule
          23c-2.

Back Cover

    36.   Please provide the information required by Rule 481(e) of the
Securities Act or advise
          why it is not required. See Item 2.3. of Form N-2.
 William J. Bielefeld, Esq.
January 8, 2020
Page 8

STATEMENT OF ADDITIONAL INFORMATION

Fundamental Investment Restrictions

      37.    Please disclose the Funds' policies regarding short sales,
purchases on margin and the
             writing of put and call options. See Item 17.2.b of Form N-2.

PART C

Indemnification

      38.    Please include the complete statement required by Rule 484(b)(3)
in responding to Item
             30.


                                            *         *      *

       We note that portions of the filing are incomplete. We may have
additional comments on
such portions when you complete them in a pre-effective amendment, on
disclosures made in
response to this letter, on information supplied in your response letter, or on
exhibits added in
any pre-effective amendments.

       A response to this letter should be in the form of a pre-effective
amendment filed pursuant
to Rule 472 under the Securities Act. The pre-effective amendment filing should
be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.

       We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff.

             Should you have any questions regarding this letter, please
contact me at (202) 551-
4716.

                                                          Sincerely,

                                                          /s/ Christopher R.
Bellacicco

                                                          Christopher R.
Bellacicco
                                                          Staff Attorney

cc:         Vincent J. DiStefano, Branch Chief
            Christian T. Sandoe, Assistant Director