CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Joseph C. Weller, certify that:

     1.   I have  reviewed  this  report on Form N-CSR of RMK  Strategic  Income
          Fund, Inc. (the "Fund");

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial  condition,  results of operations,  changes in
          net assets,  and cash flows (if the financial  statements are required
          to include a statement  of cash flows) of the Fund as of, and for, the
          periods presented in this report;

     4.   The Fund's  other  certifying  officer(s)  and I are  responsible  for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Rule 30a-3(c) under the Investment Company Act of 1940) and
          internal control over financial reporting (as defined in Rule 30a-3(d)
          under the Investment Company Act of 1940) for the Fund and have:

            (a) Designed such disclosure controls and procedures, or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            Fund, including its consolidated  subsidiaries,  is made known to us
            by others within those entities,  particularly  during the period in
            which this report is being prepared;

            (b) [omitted];

            (c) Evaluated the  effectiveness of the Fund's  disclosure  controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure controls and procedures, as of a
            date within 90 days prior to the filing date of this report based on
            such evaluation; and

            (d)  Disclosed  in this  report any  change in the  Fund's  internal
            control over  financial  reporting  that occurred  during the second
            fiscal  quarter  of the  period  covered  by this  report  that  has
            materially  affected,  or is reasonably likely to materially affect,
            the Fund's internal control over financial reporting; and

     5.   The Fund's other  certifying  officer(s)  and I have  disclosed to the
          Fund's  auditors  and the  audit  committee  of the  Fund's  board  of
          directors (or persons performing the equivalent functions):

            (a) All  significant  deficiencies  and material  weaknesses  in the
            design or operation of internal  control  over  financial  reporting
            which are reasonably  likely to adversely  affect the Fund's ability
            to record, process, summarize, and report financial information; and


            (b) Any fraud, whether or not material,  that involves management or
            other  employees who have a significant  role in the Fund's internal
            control over financial reporting.




Date: December 2, 2004              /s/ Joseph C. Weller
     ----------------------      ----------------------------------
                                      Joseph C. Weller, Treasurer