SecProbe.io

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							May 31, 2007

Cynthia Krus, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, DC 20004

	Re:	Technology Investment Capital Corp.
		File Nos. 333-142154 and 814-638

Dear Ms. Krus:

	We have reviewed the registration statement on Form N-2 for
the
Technology Investment Capital Corp. ("Fund") filed with the
Commission on April 16, 2007.  We have reviewed the registration
statement and have the following comments.

Prospectus

Cover

      Please advise whether the NASD has reviewed and approved the
terms of the underwriting agreement.

	Please update the information concerning the Fund`s last
reported sales price.

	Please advise the staff how the Fund will file legal opinions
and updated financial statements with the prospectus supplements.

Fees and Expenses

	Please delete the word "none" from where it appears in the
fee
table and replace it
with the numeral zero.

	Please delete the word "estimated" from the line item Total
annual expenses.

	Please remove the footnotes located between the fee fable and
the example, and relocate them after the example.

Risk Factors

Even in the event the value of your investment declines, the
management fee and, in certain circumstances, the incentive fee
will
still be payable

	In this paragraph, delete the word "our" where it precedes
the
words "incentive fee," and replace it with the words "the
adviser`s."
Also, please revise the last sentence of the paragraph, using
plain
English to enhance the clarity of the disclosure.

There are significant potential conflicts of interest, which could
impact our investment returns

      Please disclose how the adviser will allocate a limited
investment opportunity among its clients.  If the adviser does not
use an objective method, such as pro rata weighted assets, then
disclose the risks attendant with subjective allocation of
investment
opportunities by the adviser.

Management Fee

      Please disclose here and in the discussion of risks that the
realization of deferred loan interest may require the Fund to
liquidate assets to pay advisory fees and distributions to
shareholders.  Also, clarify whether the adviser is required to
reimburse the Fund for fees that were based on income accrued on
deferred interest obligations where the obligor subsequently
defaults.

Investment Advisory Agreement

      Please include a graphical representation of the income-
related
portion of the incentive fee.

	Please disclose that the adviser has incentive to shift
expenses
or revenues, and to sell or not sell assets, depending on what
provides the largest incentive fee; i.e., that the adviser may
take
actions for reasons inconsistent with the best interests of
shareholders.

Closing
      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 supplementally, or on exhibits added in
any
pre-effective amendments.  Please note that comments we give in
one
section apply to other sections in the filing that contain the
same
or similar disclosure.

      Please advise us if you have submitted or expect to submit
an
exemptive application or no-action request in connection with your
registration statement.
      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.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
   	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.
	If you have any questions prior to filing a pre-effective
amendment, please call me at (202) 551-6965.

							Sincerely,

							Vincent J. Di Stefano
							Senior Counsel
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