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                           July 17, 2023

       Gary Bechtel
       Chief Executive Officer
       Red Oak Capital Intermediate Income Fund, LLC
       625 Kenmoor Avenue SE, Suite 200
       Grand Rapids, MI 49546

                                                        Re: Red Oak Capital
Intermediate Income Fund, LLC
                                                            Amended Offering
Statement on Form 1-A
                                                            Filed July 11, 2023
                                                            File No. 024-11274

       Dear Gary Bechtel:

                                                        This is to advise you
that we do not intend to review your amendment.

               We will consider qualifying your offering statement at your
request. If a participant in
       your offering is required to clear its compensation arrangements with
FINRA, please have
       FINRA advise us that it has no objections to the compensation
arrangements prior to
       qualification.

               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.

              Please contact Joseph Ambrogi at 202-551-4821 or Ruairi Regan at
202-551-3269 with
       any questions.





                           Sincerely,


                           Division of Corporation Finance

                           Office of Real Estate & Construction
       cc:                                              Robert Kaplan, Esq.