October 7, 2024

Tanya Boyle, Esq.
One Atlantic Center
1201 West Peachtree Street
Suite 2900
Atlanta, Georgia 30309-3449

              Re:     83 Investment Group Income Fund
                      File Nos. 333-281984 and 811-24001
Dear Ms. Boyle:

On September 6, 2024, you filed a registration statement on Form N-2 for 83
Investment Group
Income Fund (the    Fund   ). Our comments are set forth below. For
convenience, we generally
organized our comments using the headings from the registration statement.
Where a comment
is made with respect to the disclosure in one location of the filing, it
applies to all similar
disclosure found elsewhere.

General Comments

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

   2. We note that the proposed merger involves the reorganization of an
unregistered fund
      into the Fund through the in-kind purchase of the unregistered fund   s
assets by the Fund.
      In correspondence, please supplementally provide additional information
related to the
      reorganization, including whether any exemptive relief is required in
order to effect the
      reorganization. If you are relying on the GuideStone Letter (December 27,
2007), please
      explain any differences and similarities between the facts underlying the
reorganization
      of the predecessor fund into the Fund and those in the Guidestone Letter.
Please explain
      why the predecessor fund did not itself register as a fund and instead
reorganized into the
      Fund.

   3. Please confirm in your response letter that FINRA has reviewed the
proposed
      underwriting terms and arrangements for the transactions described in the
registration
      statement, including the amount of compensation to be allowed or paid to
the
      underwriters and any other arrangements among the Fund, the underwriters,
and other
      broker dealers participating in the distribution, and that FINRA has
issued a statement
      expressing no objections to the compensation and other arrangements.

   4. Please tell us how much the Fund will invest/invests in hedge funds
and/or private equity
      funds (including CFOs, if relevant) that rely on sections 3(c)(1) or
3(c)(7) of the
      Investment Company Act of 1940 (the    1940 Act   ). Please note that
registered closed-
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2 of
October 7, 2024


       end funds that invest more than 15% of their net assets in such hedge
funds or private
       equity funds should, in addition to imposing a minimum initial
investment requirement of
       at least $25,000, restrict sales to investors that, at a minimum, are
accredited investors   .
       Please explain to us why it is/would be appropriate for the Fund to
offer shares without
       imposing both of those limitations. We may have additional comments
after reviewing
       your response.

    5. Please either confirm that the Fund does not intend to issue debt
securities or preferred
       stock within a year from the effective date of the registration
statement or revise the
       registration statement accordingly, including the pricing table on the
Cover Page of the
       Prospectus and the fee table in the Prospectus.

    6. The Fund uses the term    Eligible Investors    to indicate investors
eligible to purchase
       shares. Clarify in the disclosure that in all circumstances, shares of
the Fund will only be
       offered and sold to    accredited investors   .

    7. Please supplementally inform the staff whether the Fund currently offers
or intends to
       offer additional classes of shares other than Class I. Based on the
response, we may have
       additional comments.

    8. M83 Investment Group, LLC does not appear to be an SEC registered
investment
       adviser. Please supplementally explain when the Adviser will be SEC
registered. We
       may have additional comments.

Accounting Comments

    9. Please confirm if the Fund plans to do any borrowing and, if so, please
include interest
       expense in the fee table as required by General Instruction 8 to Item 3
of Form N-2.

    10. Please discuss in your response letter the Fund   s method for
accounting for
        organizational and offering costs. Please include appropriate U.S. GAAP
citations that
        support the accounting treatment.

    11. Please include financial statements and a consent for the Predecessor
Fund in the
        registration statement and ensure these financial statements have been
audited in
        accordance with U.S. GAAP and Article 12 of Regulation S-X as required
by Article 6-
        11 of Regulation S-X.

Cover Page

    12. Please confirm to us that all of the information required by Item 1 of
Form N-2 will
        appear on the outside front Cover Page of the Prospectus.

    13. Under    Summary of Investment Strategy,    please state that the Fund
specifically will
        invest primarily in domestic and foreign privately-held investment
vehicles managed by
        private fund managers that pursue various credit-related strategies and
that the Fund   s
 Tanya Boyle, Esq.
3 of
October 7, 2024


       investments will be made either directly into these privately-held
investment vehicles or
       through co-investment opportunities offered by such managers alongside
these privately-
       held investment vehicles.

    14. Under    Risks,    please disclose that an investment in the Fund is
speculative with a
        substantial risk of loss, and that neither the Fund nor the Adviser
guarantee any level of
        return or risk on investments and there can be no assurance that the
Fund   s investment
        objective will be achieved. Also disclose that shareholders should
carefully consider
        these risks together with all of the other information contained in
this Prospectus before
        making a decision to invest in the Fund.

Prospectus Summary

    15. Please supplementally explain how it is not misleading for a fund with
  Income    in its
        name to have a secondary, rather than a primary, objective of income.

    16. The second paragraph states the Fund will engage in co-investments. To
the extent the
        Fund is engaging, or intends to engage in, co-investments with any
affiliated person, as
        that term is defined in Section 2(a)(3) of the 1940 Act, please explain
to us why any such
        transaction is not prohibited by Section 17 of the 1940 Act.

    17. Please disclose how the Fund defines    traditional fixed income
markets    on page 1 under
        the heading    Investment Strategy   .

    18. Please disclose what factors or characteristics the Fund will consider
when investing in
        public securities and credit strategies such as public debt, structured
credit, and registered
        funds discussed on page 1 under the heading    Investment Strategy   .

    19. Please disclose how the Fund defines    shorter-term loans    discussed
on page 1 under the
        heading    Investment Strategy   .

    20. Please disclose more specifically what the Fund means by the following
on page 1 under
        the heading    Investment Strategy   :    upside is pre-negotiated and
the downside is
        protected.

    21. In the first paragraph on page 2, the disclosure states that the
Adviser uses a process to
        identify    what it believes to be the best possible Private Fund in a
given sector   . Please
        disclose the criteria the Adviser considers in making that
determination if not already
        disclosed.

    22. The risk disclosure regarding    Private Funds Risk    in the first
paragraph on page 7 states
        that Private Funds are subject to specific risks, depending on the
nature of the specific
        Private Fund. Given the Fund   s investment strategy, please disclose
the specific risks of
        the Private Funds in which the Fund may invest.
 Tanya Boyle, Esq.
4 of
October 7, 2024


    23. Confirm to us either that the Fund will not invest in any wholly owned
subsidiaries or
        revise the disclosure accordingly.

High Yield and Unrated Securities (p. 8)

    24. Please disclose the risks associated with investing in distressed or
defaulted securities.

    25. To the extent investing in Private Funds that invest in junk securities
is considered to be
        part of the Fund   s principal investment strategy, the disclosure the
Summary Prospectus
        should indicate this fact and highlight the speculative nature of such
investments,
        including by stating explicitly that the Fund   s investments are
commonly referred to as
           junk securities.

Summary of Fund Expenses (p. 12)

    26. The disclosure indicates the Fund may borrow for investment purposes.
Accordingly, in
        the Annual Expenses section of the Fee Table, add a separate caption
showing estimated
           Interest Payments on Borrowed Funds.    See Instruction 8 to Item
3.1 of Form N-2.
        Also, please add a footnote to this caption stating, as applicable,
that all fees and
        expenses incurred in borrowing money, issuing and servicing debt
securities, and/or
        preferred stock will be indirectly borne by the holders of the Fund   s
shares.

    27. Please confirm to us that the    Other Expenses    caption in the fee
table includes the
        organizational and offering expenses of the offering or revise the
caption to include these
        expenses.

    28.    Other Investment Funds    is not a defined term in the Summary
Prospectus. Please
        clarify whether the disclosure is meant to refer to    Other Private
Funds.

    29. Please conform the Example to Item 3 of Form N-2, which requires
disclosure of the
        expenses a shareholder would pay on a $1,000 investment.

The Fund (p. 13)

    30. Disclosure under the heading    The Fund    on page 13 discusses a
Reorganization. Please
        supplementally explain if and when the Fund plans on filing an N-14 in
connection with
        the Reorganization, and if not, why not.
 Tanya Boyle, Esq.
5 of
October 7, 2024




Investment Criteria     Downside Protection (p. 15)

    31. Please supplementally explain and disclose what actions private lenders
can take to
        provide downside protection.

    32. In the first sentence on Page 14, is the sentence intended to refer to
the    traditional fixed
        income markets   , rather than    traditional markets    consistent
with earlier disclosure on
        page 1? If so, please revise.

    33. In the first paragraph under    Investment Criteria    on page 14,
please further describe
        what the Fund means by    flying under the radar of larger institutions
  .

Other Information Regarding Investment Strategy (p. 18)

    34. Please clarify that the Fund may invest its cash balances in any
investments described
        herein. The Fund may not reserve the ability to invest in any
investments whatsoever.

Fundamental Policies (p. 18)

    35. Please note that a Fund and its adviser may not ignore the investments
of affiliated and
        unaffiliated underlying investment companies when determining whether
the Fund is in
        compliance with its concentration policies. Please add disclosure to
clarify that the Fund
        will consider the investments of its underlying investment companies
when determining
        the Fund   s compliance with its concentration policies.

Risk Factors - Allocation of Investment Opportunities Risk (p. 26)

    36. Please enhance the disclosure explaining the investment allocation
policies of the
        Adviser, including those used for co-investments, to provide a detailed
description of
        those policies. Please summarize this information in the Summary
Prospectus.

Conflicts of Interest (p. 31)

    37. Please disclose what steps the Adviser will take to ensure that the
Fund is not
        disadvantaged by the conflicts described in this section, particularly
with respect to the
        allocation of investments among the Adviser   s other clients.

Repurchases of Shares (pp. 31-33)

    38. Rule 14e-8 under the Exchange Act prohibits announcements of tender
offers without the
        intention to commence such offers within a reasonable time. Please
revise the
        registration statement to limit the discussion of tender offers to
general information like
        how tender offers will be funded, any general frequency (i.e.,
quarterly, semi-annually,
        annually, etc.), the effect that share repurchases and related
financings might have on
 Tanya Boyle, Esq.
6 of
October 7, 2024


       expense ratios and portfolio turnover, the ability of the fund to
achieve its investment
       objectives, and potential tax consequences to investors. We believe that
specific
       procedures that the fund currently intends to follow at the time it
makes a tender offer
       (disclosed on page 33), such as how the price to be paid for tendered
shares will be
       determined, how long the offer will remain open, and when payment will
be made are
       more appropriate to disclose in the tender offer documents sent to
investors when an offer
       is made.

Anti-Takeover and Other Provisions in the Declaration of Trust (p. 40)

    39. The disclosure states that the Declaration of Trust includes provisions
that could have the
        effect of limiting the ability of persons or entities to acquire
control of the Fund. Please
        reconcile this with the disclosure in the Declaration of Trust, which
does not appear to
        reference such provisions. Please also clarify if this disclosure on
page 40 of the
        registration statement is referring to the use of control shares under
the Delaware control
        share acquisition statute, and if so, please delete this discussion, or
otherwise explain how
        the Fund could use control shares given that the Fund is an unlisted
Delaware statutory
        trust.
    40. Article XII, Section 12.4 (Jurisdiction and Waiver of Jury Trial) of
the Declaration of
        Trust includes an exclusive state forum provision.
           a. Please disclose in an appropriate location in the prospectus the
provision and
              corresponding risks of such a provision even as to non-federal
securities law
              claims (e.g., that shareholders may have to bring suit in an
inconvenient and less
              favorable forum).
           b. Please disclose that the provision does not apply to claims
arising under the
              federal securities laws.
    41. The disclosure on page 40 states that the Declaration of Trust includes
provisions
        regarding derivative actions, including pre-suit demands, etc. The
Declaration of Trust
        does not appear to include these provisions. Please supplementally
explain where these
        provisions are included, or otherwise revise the registration
statement. We may have
        additional comments.
    42. We note that Article III, Section 3.1 states the following:    Except
as required by federal
        law including the 1940 Act, neither the Trustees nor any officer of the
Trust shall owe
        any fiduciary duty to the Trust or any series or class or any
Shareholder.    We understand
        that Delaware law permits a fund to eliminate or alter the fiduciary
duties of trustees,
        shareholders or other persons, and replace them with the standards set
forth in the
        Declaration of Trust. Provisions eliminating or altering the fiduciary
duties of a fund   s
        trustees, officers, member of any advisory board, investment
adviser(s), depositor, or
        principal underwriter are inconsistent with federal securities laws and
the Commission   s
        express views on such persons    fiduciary duties.
       Accordingly, please add a provision to the Declaration of Trust, or
otherwise modify the
       Declaration of Trust, to clarify explicitly that notwithstanding
anything to the contrary in
       the Declaration of Trust, nothing in the Declaration of Trust modifying,
restricting or
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7 of
October 7, 2024


       eliminating the duties or liabilities of trustees or officers shall
apply to, or in any way
       limit, the duties (including state law fiduciary duties of loyalty and
care) or liabilities of
       such persons with respect to matters arising under the federal
securities laws.
Purchasing Shares (p. 42)

    43. In the paragraph titled    Purchasing Shares    on page 42, the
disclosure states that order
        prices will be computed    on the next Subscription Date    after it is
received by an
        intermediary and accepted by the Fund. Please supplementally explain if
potential
        investors can revoke their orders before the next Subscription Date,
and the requirements
        in order to revoke an order. If potential investors cannot revoke their
order before the
        Fund accepts the order, please supplementally explain how the Fund   s
policy complies
        with the requirements regarding the timing of pricing of shares under
section 23(b) of the
        1940 Act.

Purchase Terms (p. 43)

    44. Please note that the staff has not objected to waiving a minimum
$25,000 investment
        under the following circumstances: (1) as to employees, officers or
trustees of the Fund
        (including retired officers and trustees), the adviser or their
affiliates and their immediate
        family members (this could include trusts established for these
persons); and (2) by the
        board/Fund/adviser based on its consideration of the investor   s
overall relationship with
        the adviser or selling agent, including consideration of the aggregate
value of all accounts
        of clients of a selling agent investing in the Fund for purposes of
satisfying the minimum
        investment amount. Please revise the disclosure under the heading
Purchase Terms    on
        page 43 accordingly.

STATEMENT OF ADDITIONAL INFORMATION

Foreign Securities, Emerging Markets Securities and Derivatives Sections (pp.
5, 6)

    45. To the extent investing in foreign securities, emerging markets or
derivatives are a
        principal investment strategy of the Fund, disclose these investments,
and the risks
        associated therewith, in the prospectus.

PART C
    46. Please confirm that the legal opinion will conform to the requirements
in Staff Legal
        Bulletin No. 19. (October 14, 2011).
 Tanya Boyle, Esq.
8 of
October 7, 2024





Signature Page

      47. Section 6(a) of the Securities Act of 1933 requires registration
statements to be signed by
          the principal executive officer, principal financial officer and a
majority of the Trustees.
          This registration statement was signed solely by the Initial Trustee.
Please ensure that a
          pre-effective amendment to this registration statement is signed by
all personnel required
          under Section 6(a), including a majority of the Trustees and any
powers of attorney are
          filed as exhibits.

Closing

         We note that the registration statement is missing information and
contains bracketed
         disclosures. 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 supplementally, or on exhibits filed in any
pre-effective
         amendment.

         If you intend to omit certain information from the form of Prospectus
included with the
         registration statement that is declared effective in reliance on Rule
430A under the
         Securities Act, please identify the omitted information to us
supplementally, preferably
         before filing the pre-effective amendment.

         Response to this letter should be in the form of a pre-effective
amendment filed pursuant
         to Rule 472 under the Securities Act. Where no change will be made in
the filing in
         response to a comment, please indicate this fact in a supplemental
letter and briefly state
         the basis for your position.

         In closing, we remind you that the Fund 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.

         If you have any questions prior to filing a pre-effective amendment,
you may contact me
         at 212-336-5023.
                                                        Sincerely,

                                                        /s/ Michael A.
Rosenberg


                                                        Michael A. Rosenberg
                                                        Attorney-Advisor

cc:      Michael Spratt, Assistant Director
         Thankam Varghese, Branch Chief