SecProbe.io

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                          [Clifford Chance Letterhead]

July 31, 2006

Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, D.C. 20549
Attention: Richard Pfordte, Division of Investment Management

RE:       PROSPECT ENERGY CORPORATION
          FILE NOS. 333-132575 AND 814-659

Dear Mr. Pfordte:

         Thank you for your telephonic comment on July 31, 2006 regarding the
registration statement on Form N-2 (the "Registration Statement") for Prospect
Energy Corporation (the "Fund") filed with the Securities and Exchange
Commission (the "Commission") on March 20, 2006. The Registration Statement
relates to the shelf offering of the Fund. Below, we describe the changes made
to the Registration Statement in response to the Staff's comment, as requested.

         The Fund has considered the Staff's comment and has authorized us to
make on its behalf the response and change discussed below to the Registration
Statement. This change will be reflected in pre-effective amendment No. 2 to the
Registration Statement, which will be filed via EDGAR shortly after we have
confirmed with you that the responses below are acceptable.

COMMENT:    PLEASE INDICATE THAT THE FUND WILL FILE OPINIONS IN CONNECTION WITH
ISSUANCE OF SECURITIES OTHER THAN SHARES OF COMMON STOCK.

                  Response: We have added subsection (f) to Item 34 --
                            Undertakings in Part C to the Registration Statement
                            as attached.

         If you would like to discuss any of these responses in further detail
or if you have any questions, please feel free to contact me at (212) 878-8489.
Thank you.

Best regards,

/s/ Leonard B. Mackey

Leonard B. Mackey

Attachments

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ITEM 34. UNDERTAKINGS

         1. The Registrant undertakes to suspend the offering of shares until
the prospectus is amended if (1) subsequent to the effective date of its
registration statement, the net asset value declines more than ten percent from
its net asset value as of the effective date of the registration statement; or
(2) the net asset value increases to an amount greater than the net proceeds as
stated in the prospectus.

         2. Any securities not taken in a rights offering by shareholders are to
be reoffered to the public, an undertaking to supplement the prospectus, after
the expiration of the subscription period, to set forth the results of the
subscription offer, the transactions by underwriters during the subscription
period, the amount of unsubscribed securities to be purchased by underwriters,
and the terms of any subsequent reoffering thereof. If any public offering by
the underwriters of the securities being registered is to be made on terms
differing from those set forth on the cover page of the prospectus, we will file
a post-effective amendment to set forth the terms of such offering.

         3. The Registrant undertakes that:

                  (a) to file, during any period in which offers or sales are
         being made, a post-effective amendment to the registration statement:

                           (1) to include any prospectus required by Section
                  10(a)(3) of the 1933 Act;

                           (2) to reflect in the prospectus any facts or events
                  after the effective date of the registration statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement; and

                           (3) to include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement.

                  (b) that, for the purpose of determining any liability under
         the 1933 Act, each such post-effective amendment shall be deemed to be
         a new registration statement relating to the securities offered
         therein, and the offering of those securities at that time shall be
         deemed to be the initial bona fide offering thereof;

                  (c) to remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering;

                  (d) that, for the purpose of determining liability under the
         1933 Act to any purchaser, each prospectus filed pursuant to Rule
         497(b), (c), (d) or (e) under the 1933 Act as part of a registration
         statement relating to an offering, other than prospectuses filed in
         reliance on Rule 430A under the 1933 Act, shall be deemed to be part of
         and included in the registration statement as of the date it is first
         used after effectiveness. Provided, however, that no statement made in
         a registration statement or prospectus that is part of the registration
         statement or made in a document incorporated or deemed incorporated by
         reference into the registration statement or prospectus that is part of
         the registration statement will, as to a purchaser with a time of
         contract of sale prior to such first use, supersede or

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         modify any statement that was made in the registration statement or
         prospectus that was part of the registration statement or made in any
         such document immediately prior to such date of first use; and

                  (e) that, for the purpose of determining liability of the
         Registrant under the 1933 Act to any purchaser in the initial
         distribution of securities: The undersigned Registrant undertakes that
         in a primary offering of securities of the undersigned Registrant
         pursuant to this registration statement, regardless of the underwriting
         method used to sell the securities to the purchaser, if the securities
         are offered or sold to such purchaser by means of any of the following
         communications, the undersigned Registrant will be a seller to the
         purchaser and will be considered to offer or sell such securities to
         the purchaser: (1) any preliminary prospectus or prospectus of the
         undersigned Registrant relating to the offering required to be filed
         pursuant to Rule 497 under the 1933 Act; (2) the portion of any
         advertisement pursuant to Rule 482 under the 1933 Act relating to the
         offering containing material information about the undersigned
         Registrant or its securities provided by or on behalf of the
         undersigned Registrant; and (3) any other communication that is an
         offer in the offering made by the undersigned Registrant to the
         purchaser.

                  (f) if the Registrant intends to issue securities other than
         its shares of common stock, at or before the time the Registrant files
         a prospectus supplement regarding the offering of such securities
         pursuant to Rule 497 under the Securities Act of 1933, it will file a
         post-effective amendment with an opinion regarding the validity of such
         securities included as an exhibit.

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