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GLADSTONE CAPITAL CORP

 William J. Tuttle

 To
Call Writer Directly:

 +1 202 389 3350

william.tuttle@kirkland.com

 1301 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

 United States

 +1 202 389 5000

 www.kirkland.com

 Facsimile:

 +1 202 389
5200

 September 20, 2023

By EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Kimberly Browning

Re:
 Gladstone Capital Corporation

Preliminary Proxy Statement on Schedule 14A

Dear Ladies and Gentlemen:

 On behalf of Gladstone Capital
Corporation, a Maryland corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the
Company’s Preliminary Proxy Statement on Schedule 14A, filed on August 31, 2023 (File No. 814-00237 and Accession No. 0001193125-23-226374), in a
telephone call on September 11, 2023 between Kimberly Browning of the Staff and William J. Tuttle and Erin M. Lett of Kirkland & Ellis LLP, outside counsel to the Company. For your convenience, a transcription of the Staff’s
comments is included in this letter, with each comment followed by the Company’s response. Except as provided in this letter, terms used in this letter have the meanings given to them in the Preliminary Proxy Statement.

1.   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. In addition, where a comment is made with respect to disclosure in one location, it may be applicable to other places in the proxy statement.

Response: The Company acknowledges the Staff’s comment.

Austin  Bay Area  Beijing  Boston  Brussels  Chicago  Dallas  Hong Kong  Houston  London  Los
Angeles  Miami  Munich  New York  Paris  Salt  Lake City  Shanghai

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 2.        The Staff notes that a preliminary proxy statement relating
to a similar proposal was filed by Gladstone Investment Corporation (“GAIN”) on August 31, 2023. Please confirm supplementally that the Company’s proxy statement and that of GAIN are materially the same, except for
(1) matters relating to the respective states of incorporation, (2) the applicable loan servicing arrangements of the Company and GAIN and (3) the incentive fees payable under the applicable investment advisory agreement of the
Company and GAIN.

 Response: The Company confirms that the Company’s proxy statement and that of GAIN are materially the same other than
(1) the names of the registrants, (2) matters related to the respective dates and states of incorporation, (3) matters related to the dates of the respective annual stockholder meetings, (4) directors and officers, (5) fee
waivers granted by the Adviser to the Company, (6) the terms and rates of the fees payable under the applicable investment advisory agreements, (7) the applicable loan servicing arrangements of the Company and GAIN and (8) beneficial
ownership of shares.

 3.        The preliminary Proxy Statement notes that the Special Meeting of Stockholders (the
“Meeting”) will be held in a virtual format.

 (a)       Please
confirm that the Company has reviewed the Staff’s guidance titled “Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns” and that the Meeting will be held in
accordance with the requirements of such guidance.

 Response: The Company confirms that it has reviewed, and that the Meeting will be held in
accordance with, the requirements of the above-referenced guidance.

 (b)       Please
confirm that the Meeting will be held in compliance with applicable state law and the Company’s governing documents.

 Response: The
Company confirms that a virtual stockholder meeting is consistent with Maryland corporate law and the Company’s governing documents. In particular, under Section 2-502.1 of the Maryland General
Corporation Law, unless restricted by the charter or bylaws of the corporation (and the Company’s charter and bylaws do not contain any such restriction), a corporation may allow stockholders to participate in a meeting by means of a conference
telephone or other communications equipment if all persons participating in the meeting can read or hear the proceedings of the meeting at substantially the same time. The statute further provides that participation in a meeting by the means
authorized by the statute constitutes presence in-person at the meeting.

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 (c)       Please confirm whether the
Company contemplates any material changes to a stockholder’s experience at the proposed virtual stockholder meeting when compared to a stockholder’s experience at an in-person stockholder meeting.

 Response: The Company notes that it has been conducting its stockholder meetings virtually since 2018 and, in its experience, virtual meetings
have not materially impacted a stockholder’s meeting experience. The Company further confirms that it does not contemplate any material changes to a stockholder’s virtual meeting experience at the Meeting when compared to a
stockholder’s in-person meeting experience. For example, stockholders will still have an opportunity to ask questions and make statements to the extent such questions or statements relate to the business
of the Meeting.

 (d)       Please consider providing a technical assistance phone number
for stockholders to call in the event of a day of meeting problem.

 Response: The Company acknowledges the Staff’s request and will
consider making such a number available.

 4.        Please confirm that Item 22(c)(6) of Schedule 14A is not
applicable or revise the disclosure accordingly.

 Response: The Company respectfully submits that the preliminary Proxy Statement complies with
the requirements of Item 22(c)(6) of Schedule 14A by disclosing that David Gladstone, a director of the Company, is the sole indirect owner of the Adviser (as detailed in the response to Comment #19 below) and providing the aggregate dollar amount
paid to the Adviser pursuant to the Original Advisory Agreement for the last fiscal year. In the interests of providing robust disclosure to investors, the Company also will add disclosure to the Proxy Statement regarding amounts paid to the
Administrator pursuant to the Administration Agreement consistent with the proxy statements for the Company’s annual stockholder meetings.

 5.
       We understand that the Adviser will bear the cost of solicitation of proxies. Please confirm that (1) the Adviser will pay both Alliance’s fees for distribution and collection of proxies and the
pass-through charges and (2) any fees or expenses paid by the Adviser in connection with solicitation of proxies will be paid out of the Adviser’s own legitimate profits and will not be subject to recoupment.

Response: The Company confirms that (1) the Adviser will pay both Alliance’s fees for distribution and collection of proxies
and the pass-through charges and (2) any fees or expenses paid by the Adviser in connection with solicitation of proxies will be paid out of the Adviser’s

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 own legitimate profits and will not be subject to recoupment. The Company will revise its disclosure to
clarify both items.

 6.        Please clarify how David Gladstone “indirectly” owns and controls the
Adviser.

 Response: The Adviser is a wholly owned subsidiary of The Gladstone Companies, Inc., which is in turn a wholly owned subsidiary of
The Gladstone Companies, Ltd., which is in turn wholly owned by Mr. Gladstone. The Company will add disclosure describing this ownership structure in response to Comment #19.

7.        Pursuant to Rule 14a-6(e) under the Securities Exchange
Act of 1934, as amended, all copies of preliminary proxy statements and forms of proxy filed pursuant to Rule 14a-6(a) are required to be clearly marked as “Preliminary Copies.” Please confirm that
you will mark such proxy statements and forms of proxy as “Preliminary Copies” in future filings made pursuant to Rule 14a-6(a).

Response: The Company acknowledges the Staff’s comment and will mark future preliminary proxy materials accordingly.

8.        Please consider adding the disclosure regarding the Board’s determination that the New Advisory Agreement
was in the best interests of the Company and its stockholders to the stockholder letter and the “Questions and Answers About This Proxy Material and Voting” section of the Proxy Statement.

Response: As requested, the Company will add disclosure regarding the Board’s determination that the New Advisory Agreement was in the best
interests of the Company and its stockholders to the stockholder letter and the “Questions and Answers About This Proxy Material and Voting” section of the Proxy Statement.

9.        Please confirm that Item 22(a)(3)(iv) of Schedule 14A is not applicable or revise the disclosure accordingly.

 Response: The Company confirms that Item 22(a)(3)(iv) of Schedule 14A is not applicable.

10.       We note the disclosure that “There are no changes to the terms of the Original Advisory Agreement in the New
Advisory Agreement, including the fee structure and services to be provided.”

 (a)
      Please revise the disclosure to clarify that the dates will change between the agreements.

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 Response: As requested, the Company will revise the disclosure in the Proxy Statement to clarify that
the date and term of the agreement will change between the Original Advisory Agreement and the New Advisory Agreement.

(b)       Please confirm that there are no other material changes to the terms of the
advisory agreement.

 Response: The Company confirms that there are no other material changes to the terms of the advisory agreement between the
Original Advisory Agreement and the New Advisory Agreement.

 (c)       Please add similar
disclosure to the stockholder letter and the “Questions and Answers About This Proxy Material and Voting” section of the Proxy Statement.

Response: As requested, the Company will add disclosure regarding there being no material changes between the Original Advisory Agreement and the New
Advisory Agreement other than the date and term of the agreement to the stockholder letter and the “Questions and Answers About This Proxy Material and Voting” section of the Proxy Statement.

(d)       Please expand upon the disclosure regarding there being no changes to the fee
structure by disclosing whether any other fees or expenses paid by the Company are expected to change as a result of entry into the New Advisory Agreement.

Response: As requested, the Company will add disclosure to note that, in addition to there being no changes to the fee structure, no other fees or
expenses paid by the Company are expected to change as a result of entry into the New Advisory Agreement.

 (e)
      Please disclose whether any changes will occur to the Company’s principal investment objective, investment strategies, fundamental policies or risk profile as a result of the entry into the Voting Trust
Agreement or the New Advisory Agreement.

 Response: As requested, the Company will add disclosure that there will be no changes to the
Company’s principal investment objective, investment strategies, fundamental policies or risk profile as a result of the entry into the Voting Trust Agreement or the New Advisory Agreement.

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 (f)       Please confirm that the
disclosure regarding the New Advisory Agreement complies with Item 22(c)(8) of Schedule 14A or revise the disclosure accordingly.

 Response:
The Company confirms that the disclosure regarding the New Advisory Agreement complies with the requirements of Item 22(c)(8) of Schedule 14A.

 11.
       The Staff notes the use of anticipatory language throughout the Proxy Statement in connection with the change of control of the Adviser and the entry into the New Advisory Agreement. Please advise whether
there is any scenario under which the change of control would not transpire or under which the Company and the Adviser would not enter into the New Advisory Agreement after receiving stockholder approval and revise the disclosure as necessary to
remove anticipatory language (except where such language is used in connection with the continued relationship of the Adviser and certain personnel).

Response: The Company does not foresee any scenario in which the change of control would not transpire or under which the Company and the Adviser would
not enter into the New Advisory Agreement after receiving stockholder approval. However, any statement regarding the change of control or entry into the New Advisory Agreement is a forward-looking statement and not a statement of historical fact. As
such and to account for potential scenarios that are currently unknown to or unforeseen by the Company and the Adviser and to be consistent with the Company’s treatment of forward-looking statements in other disclosures, the Company
respectfully declines to remove the anticipatory language when discussing the change of control and entry into the New Advisory Agreement.

 12.
       The Staff notes the lack of definitive timing regarding when the change of control will occur.

(a)       Please revise the disclosure to provide a definitive time for when the change of
control will occur and the New Advisory Agreement will be entered into and describe such definitive time consistently throughout the disclosure.

Response: The Company respectfully declines to revise the disclosure as requested. The Board believes that it is in the best interests of the Company
to allow Mr. Gladstone the flexibility to engage in succession planning as he deems appropriate, provided the change of control occurs within five years of entry into the Voting Trust Agreement. The Company will revise the disclosure to state
that entry into the New Advisory Agreement will not take place until the Effective Date.

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 (b)   Please supplementally explain why the Company is
seeking approval for the New Advisory Agreement at this time rather than seeking approval at the time of the change of control (and entering into an interim advisory agreement at such time, if needed).

Response: The Company respectfully submits that the proposal is the result of a series of extensive discussions between the Company’s independent
directors and Mr. Gladstone regarding succession planning at the Adviser and the mutual desire to seek to ensure the seamless continuity of services provided to the Company in the event of the death of Mr. Gladstone without the necessity
of reliance upon Rule 15a-4 under the 1940 Act (and the uncertainty that stockholder approval of an investment advisory agreement under Section 15(a) could be achieved within 150 days). Given the
anticipated time and cost required to convene a special in-person meeting of the Board, prepare a proxy statement for a new investment advisory agreement, engage in the comment process with the Staff and
complete a proxy solicitation effort targeted at the Company’s predominantly retail stockholder base (i.e., a large number of stockholders with relatively small holdings), the independent directors, Mr. Gladstone and management of the
Company all expressed concern that the 150-day period set forth in Rule 15a-4 might prove insufficient to garner stockholder approval of a new investment advisory
agreement in the event of Mr. Gladstone’s untimely death. As the Staff is aware, if the Board either does not ado