SecProbe.io

CORRESP
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    corresp.htm

    Skadden,
Arps, Slate, Meagher & Flom llp

    FOUR
TIMES SQUARE

    NEW
YORK 10036-6522

    TEL:
(212) 735-3000

    FAX:
(212) 735-2000

    www.skadden.com

    November
6, 2009

                VIA
      EDGAR

              Mr.
      Larry Greene

              Senior
      Counsel

              United
      States Securities and Exchange Commission

              100
      F Street, N.E.

              Washington,
      D.C.  20549

              RE:

              Registration
      Statement (File No. 333-143819) of Prospect Capital Corporation (the
      "Company")

    Dear
Mr. Greene:

    We
are in receipt of comments provided by you over the phone on November 5, 2009
regarding the Company's Registration Statement on Form N-2 (the "Registration
Statement").

    The
Company has considered your comments and has authorized us to make on its behalf
the responses and changes to the Company's Registration Statement discussed
below.  These changes will be reflected in Post-Effective Amendment
No. 17 to the Company's Registration Statement.

    The
Company's responses to the comments are set forth below.  For ease of
reference, a summary of each comment is set forth in italics and followed by the
corresponding response.

      In
addition, please note that the Company desires to be declared effective by
November 9, 2009.  As such, it is contemporaneously filing an
acceleration request letter along with this response and the filing of
Post-Effective Amendment No. 17 to the Company's Registration
Statement.

          Mr.
Larry Greene

          November
6, 2009

          Page
2

    1.   Please
disclose on the cover page of the prospectus supplement that the Company is
currently seeking shareholder approval to extend its authorization to issue
shares below net asset value.

    The
requested change has been made.

    2.   Please disclose on
the cover page of the prospectus supplement that sales made by selling
stockholders may have a negative effect on the share price of the Company's
stock.

    The requested change has been
made.

    3.   Please delete the
reference to "state securities commissions" in the bolded boiler plate language
on the cover page of the prospectus supplement.

    The requested change has been
made.

    4.   You currently
include disclosure in the "Selling Stockholder" section of the prospectus
supplement concerning two private stock offerings, including the number of
shares issued in each offering.  You also include disclosure in this
section discussing when selling stockholders can sell shares pursuant to Rule
144.  With respect to the number of shares issued, please include the
percentage of total shares outstanding that each private offering constituted
(based on the total number of shares outstanding after giving effect to both
private stock offerings).  With respect to the Rule 144 disclosure,
please
expand upon such disclosure so as to briefly explain the nature of the
rule.

    The requested changes have been
made.

    5.   Please revise the
first sentence of the third paragraph in the "Selling Stockholder" section of
the prospectus supplement so that it is clear to readers the information in the
table is referring to selling stockholders who purchased shares in the private
stock offerings.

    The requested change has been
made.

    6.   Please ensure that
the table in the "Selling Stockholder" section of the prospectus supplement
complies with Item 507 of Regulation S-K.

    Your comment is noted.  The
table will comply with Item 507 of Regulation S-K.

          Mr.
Larry Greene

          November
6, 2009

          Page
3

    7.   Please
supplementally advise us whether the authority to conduct the offerings below
net asset value listed in the "Recent Sales of Common Stock Below Net Asset
Value" section of the prospectus supplement was obtained pursuant to Section
23(b) or 63(2) of the Investment Company of 1940.

    The authority to conduct such offerings
was obtained pursuant to Section 63(2) of the Investment Company Act of
1940.

    8.   The prospectus
supplement, in discussing the procedures the Board follows when approving a
below net asset value issuance, states in the "Sales of Common Stock Below Net
Asset Value" section that "a majority of our directors who have no financial
interest in the sale and a majority of our independent directors must (a) find
that the sale is in our best interests and in the best interests of our
stockholders, and (b) in consultation with any underwriter or underwriters of
the offering, make a good faith determination as of a time either immediately
prior to the first solicitation by us or on our behalf of firm commitments to
purchase such shares, or immediately prior to the issuance of such shares, that
the price at which such shares are to be sold is not less than a price which
closely approximates the market value of such shares, less any distributing
commission or discount."  With respect to the price at which such
shares are sold, please supplementally confirm whether such price includes any
sales loads.

      We
hereby confirm that this price is after deducting any applicable sales
loads.

    9.   Please
supplementally advise us whether the first full risk factor on page 19 of the
prospectus concerning the Company's most recently calculated net asset value
will be updated to reflect the Company's September
30, 2009 net asset value per share when it is published.

    The prospectus supplement will be
updated with this information, including on the cover page.  However,
the risk factor in the base prospectus will not be updated.

    10.   Where applicable,
please include disclosure that describes the following throughout the prospectus
supplement and the prospectus: (1) the Company is currently seeking shareholder
approval to extend for
an additional year its authorization to issue shares below net asset
value; and (2) the Company may obtain approval to sell shares below net asset
value pursuant to either Section 23(b) or 63(2) of the Investment Company Act of
1940.

    The requested changes have been
made.

          Mr.
Larry Greene

          November
6, 2009

          Page
4

    11.   The last risk factor
on page 30 of the prospectus discusses the Maryland Control Share Acquisition
Act.  In particular, it contains disclosure that the Company's bylaws
contain a provision exempting the Company from the Maryland Control Share
Acquisition Act, but that the Company's Board of Directors can choose to amend
or eliminate this provision.  Please modify the last paragraph in this
risk factor to include a statement that prior to amending or eliminating this
provision the Company will notify the Division of Investment Management at the
SEC.

    The requested change has
been made.

      12.   Please revise the
"Use of Proceeds" section in the prospectus and prospectus supplement so that it
reads in a plain English style.

      The
requested change has been made.

        13.   Please include an
explanation in footnote 2 to the fee table in the prospectus supplement that the
offering expenses attributable to the registration of shares being sold by the
selling stockholders will or has been paid by the Company.

        The
requested change has been made.

    *           *           *           *           *

          Mr.
Larry Greene

          November
6, 2009

          Page
5

    If
you have any questions or comments or require any additional information in
connection with the above, please telephone the undersigned at (212) 735-2790
or Carmine Lekstutis at (212) 735-2132.

              Sincerely,

              /s/ Richard T. Prins

              Richard
      T. Prins