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Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

April 28, 2011

 VIA EDGAR

 Mr. Kevin Rupert

Division of Investment Management

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
TICC Capital Corp.

 Preliminary
Proxy Materials on Schedule 14A filed April 14, 2011

 File No. 814-00638

Dear Mr. Rupert:

 On
behalf of TICC Capital Corp. (the “Company”), set forth below is the Company’s response to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) to the Company with respect to the Company’s preliminary proxy materials on Schedule 14A (File No. 814-00638), filed with the Commission on April 14, 2011
(the “Proxy Materials”). The Staff’s comments are set forth below and are followed by the Company’s responses. In addition, accompanying this correspondence are proposed revisions to the disclosure contained in the
Proxy Materials reflecting the Staff’s comments.

 Proposal III – Approval to Authorize the Company to Issue Convertible
Securities

1.
Please explain why the proposal to issue convertible securities is not required to be approved by a “majority of the outstanding voting securities” within
the meaning of Section 2(a)(42) under the Investment Company Act of 1940, as amended.

 The Company
advises the Staff on a supplemental basis that it intends to seek stockholder approval of the proposal to issue convertible securities in accordance with the requirements of Section 61(a)(3)(A)(iv) under the Investment Company Act of 1940, as
amended (the “1940 Act”), which the Company believes only requires that the proposal be “authorized by the shareholders” of the Company. In particular, the language of

 Mr. Kevin Rupert

 April 28, 2011

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Section 61(a)(3)(A)(iv) does not include a reference to any specific voting requirement under the 1940 Act.

2.
Please revise the disclosure under “Conditions to Issuance” to clarify, if true, that the anti-dilution protections, if implemented, would be designed to
ensure the equitable treatment of the holders of conversion rights relative to current holders of the Company’s outstanding common stock.

 The Company has revised the above-referenced disclosure in response to the Staff’s comment.

3.
Please revise the disclosure under “Conditions to Issuance” to confirm that stockholder approval of the Company’s proposal to authorize the issuance
of convertible securities would not permit the Company to issue senior securities, including debt and preferred stock, in excess of the limits imposed under the 1940 Act.

The Company has revised the above-referenced disclosure in response to the Staff’s comment.

Proposal IV – Approval of New Investment Advisory Agreement

4.
Please revise the disclosure under “Summary of Current and New Advisory Agreements” to discuss the Company’s intention with respect to accrual of
capital gains incentive fees.

 The Company has revised the above-referenced disclosure in response to the
Staff’s comment.

5.
Please revise the disclosure under “Board of Directors Consideration of the New Advisory Agreement” to discuss in greater detail the Board of
Director’s consideration of economies of scale as the Company’s assets grow in its evaluation of the New Advisory Agreement.

 The Company has revised the above-referenced disclosure in response to the Staff’s comment.

General

6.
Please provide the required Tandy representations to the Staff.

 Pursuant to the Staff’s request, in connection with the Staff’s review of the Company’s preliminary proxy statement on Schedule 14A (File No. 814-00638) filed on April 14, 2011,
the Company hereby acknowledges that:

 Mr. Kevin Rupert

 April 28, 2011

  Page
 3

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 should the Commission or the Staff clear comments on the filing, it does not foreclose the Commission from taking any action with respect to the
filing;

•

 the action of the Commission or the Staff in advising the Company that it has cleared comments on the filing does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company 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.

 *
*         *

 If you have any questions or additional comments concerning the
foregoing, please contact John J. Mahon at (202) 383-0515 or the undersigned at (202) 383-0176.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

 If this proposal is approved, any issuances of warrants, options or rights to subscribe to,
convert to or purchase shares of the Company’s common stock would be made in accordance with Section 61(a)(3) of the 1940 Act, pursuant to which the Company would be permitted to issue securities that may be converted into or exercised for
shares of our common stock at a conversion or exercise price per share not less than our current market price at the date such securities are issued. This conversion or exercise price may, however, be less than our NAV per share (i) at the date
such securities are issued or (ii) at the date such securities are converted into or exercised for shares of our common stock.

Background and Reasons

The Company’s management and the Board of Directors have determined that it would be advantageous to the Company to have the ability
to issue warrants, options or rights to subscribe to, convert to or purchase common stock, which may include convertible preferred stock and convertible debentures, in connection with the financing and capital raising activities of the Company. In
this regard, the debt and equity capital markets in the United States continue to be severely impacted by recent significant write-offs in the financial services sector relating to sub-prime mortgages and the repricing of credit risk in the broadly
syndicated loan market, among other reasons. These events, along with the deterioration of the housing market, have led to continuing general negative economic conditions, which continue to impact the broader capital and credit markets and to reduce
the availability of debt and equity capital for the market as a whole and financial firms in particular. In the past, we were able to readily access the capital and credit markets to finance our investment activities. However, due to the continued
uncertainty in the debt and equity markets, we are concerned that debt or equity capital may not be available to us on favorable terms, or at all. As a result, our ability to issue warrants, options or rights to subscribe to, convert to, or purchase
shares of the Company’s common stock, which may include convertible preferred stock and convertible debentures, may be an effective way for us to raise capital in the current environment.

The Company has no immediate plans to issue any such warrants, options or rights. However, in order to provide flexibility for future
issuances, which typically must be undertaken quickly, the Board of Directors has approved and is seeking stockholder approval of this proposal to issue warrants, options or rights to subscribe to, convert to or purchase shares of common stock
either accompanied by or not accompanied by other securities of the Company. The final terms of any warrants, options or rights (subject to the requirements noted in Section 61 of the 1940 Act), including exercise/conversion price, term and
exercise/conversion requirements would be determined by the Board of Directors at the time of issuance. Also, the nature and amount of consideration that would be received by the Company at the time of issuance and the use of any such consideration
will be considered and approved by the Board of Directors at the time of issuance. You should be aware that the authority sought under this proposal has no expiration.

 Conditions to Issuance

 If the Company’s stockholders approve this
proposal, it will only be able to issue warrants or securities to subscribe for or convert into shares of its common stock pursuant to such stockholder approval so long as the issuance of such securities meets the following conditions:

(i) the exercise or conversion feature of the warrants, options or rights must expire within 10 years of issuance;

(ii) the exercise or conversion price for the warrants, options or rights must not be less than the current market value of the
common stock at the date of the issuance of the warrants, options or rights; and

 (iii) a majority of the Company’s
directors who are not “interested persons” of the Company as defined in the 1940 Act shall have approved each individual issuance of warrants, options or rights and determined that each such issuance is in the best interests of the Company
and its stockholders.

 In addition, if such securities are accompanied by other securities when issued, the securities cannot
be separately transferable unless no class of such securities and the other securities that accompany them has been publicly distributed. In addition, we will remain subject to the limitations on the issuance of senior securities imposed under
the 1940 Act with respect to any debt securities, preferred stock or other senior securities we may issue that contain conversion rights in accordance with this proposal.

 Prior to the time of issuance, the Board of Directors may determine to issue warrants or securities to subscribe for or convert into shares of the Company’s common stock in a registered public
offering or in a private placement either with or without an obligation to seek to register the resale of our common stock resulting from such issuance at the request of the holders. The Board of Directors may also determine to use an underwriter or
placement agent to assist in selling such securities if it concludes that doing so would assist in marketing such securities on favorable terms. Any such sale would be anticipated to result in a potential increase in the number of outstanding shares
of the Company’s common stock. However, Section 61(a) of the 1940 Act limits the number of warrants, options or rights to subscribe to, convert to, or purchase the Company’s common stock that can be issued pursuant to this proposal.
Specifically, the amount of voting securities that would result from the exercise or conversion of all of the Company’s warrants, options or rights to subscribe to, convert to, or purchase the Company’s common stock at the time of issuance
shall not exceed 25% of the Company’s outstanding voting securities.

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 In addition, it is possible that the Board of Directors will authorize the issuance of
warrants or securities to subscribe for or convert into shares of the Company’s common stock that contain anti-dilution protections, to the extent permissible under the 1940 Act, and that, as a result of such anti-dilution protections, the
price at which such securities may be exercisable for or convertible into shares of the Company’s common stock may be adjusted to a price less than the current market value per share of the Company’s common stock or the net asset value per
share of the Company’s common stock at the time of such adjustment or at the time of their issuance. Such anti-dilution protections, if granted, would be designed to ensure the equitable treatment of the holders of such warrants
or securities to subscribe for or convert into shares of the Company’s common stock by providing for an adjustment in the number of shares that may be received thereon in the event the total number of outstanding shares of the Company’s
common stock increases as a result of a forward stock split, stock dividend or similar corporate event.

 Key Stockholder
Considerations

 Before voting on this proposal or giving proxies with regard to this matter, stockholders should consider
the potentially dilutive effect of the issuance of warrants, options or rights to subscribe to, convert to, or purchase shares of the Company’s common stock and the expenses associated with such issuances on the NAV per outstanding share of the
Company’s common stock. Because the exercise or conversion price per share at the time of exercise or conversion could be less than the net asset value per share of our common stock at the time of exercise or conversion, and because we would
incur expenses in connection with any such issuance of warrants or convertible debt, such exercise or conversion could result in a dilution of net asset value per share of our common stock at the time of such exercise. Any exercise of warrants or
securities to subscribe for or convert into shares of the Company’s common stock at an exercise or conversion price that is below NAV at the time of such exercise or conversion, would result in an immediate dilution to existing common
stockholders. This dilution would include reduction in NAV as a result of the proportionately greater decrease in a stockholder’s interest in the earnings and assets of the Company and voting interest in the Company than the increase in the
assets of the Company resulting from such issuance.

 The Company cannot state precisely the amount of any such dilution
because it does not know at this time what number of shares of common stock would be issuable upon exercise or conversion of any such securities that are ultimately issued. Because the exercise or conversion price per share could be less than NAV at
the time of exercise or conversion (including through the operation of anti-dilution protections) and because the Company would incur expenses in connection with any issuance of such securities, such issuance could result in a dilution of NAV at the
time of exercise or conversion. The amount of any decrease in NAV is not predictable because it is not known at this time what the exercise or conversion price and NAV will be at the time of exercise or conversion or what number or amount (if any)
of such securities will be issued. Such dilution, however, could be substantial.

 This proposal does not limit the
Company’s ability to issue securities to subscribe for or convert into shares of its common stock at an exercise or conversion price below NAV at the time of exercise or conversion (including through the operation of anti-dilution protections)
so long as such issuance is within the 25% limitation set forth under Section 61(a) of the 1940 Act described above. The only requirement with respect to the exercise or conversion price is that it be not less than the lesser of the market
value per share of the Company’s common stock and the net asset value per share of the Company’s common stock on the date of issuance.

 The 1940 Act establishes a connection between common stock sale price and NAV because, when stock is issued at a price below NAV, the resulting increase in the number of outstanding shares is not
accompanied by a proportionate increase in the net assets of the issuer. The Board of Directors of the Company will consider the potential dilutive effect of the issuance of warrants or securities to subscribe for or convert into shares of the
Company’s common stock when considering whether to authorize any such issuance.

 If this proposal is approved, no further
authorization from stockholders will be solicited by the Company prior to the issuance of any warrants, options or rights to subscribe to, convert to or purchase shares of common stock.

 Required Vote

 Approval of this proposal requires the affirmative vote of a
majority of the votes cast at the Annual Meeting in person or by proxy. Abstentions and Broker Non-Votes will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted for the proposal to au