SecProbe.io

Harry S. Pangas
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, DC 20004- 2415     September  13, 2012

RE:   K CAP Financial, Inc.  (“Company ”)
                   File Nos.: 333- 183032; 814- 00735

Dear M r. Pang as:
  On August 2, 2012, the Company, which has elected to be regulated as a business
development company under the provisions of the Investment Company Act of 1940 (“1940
Act”), filed a registration statement on Form N -2 under the Securities Act of 1933 (“1933 Act”)
to register up to $30  million in aggregate offering price of the Company’s senior notes . We have
reviewed the registration st atement and  have the following comments.

 Prospectus

1. In your response, please explain the nature of KCAP Funding and the reason why the
financial statements of this wholly owned bankruptcy remote subsidiary have not been consolidated with the Company’s  financial statements .

2. In your response, explain why the financial statements of the wholly owned CLO Fund,
Katonah 2007- I CLO Ltd., have not been consolidated with the Company’s  financial
statements.  Please inform the staff whether there are other owners of Katonah 2007 -I
CLO Ltd.

3. The Schedule of Investments must identify those assets considered “non -qualifying.”

4. Please explain in your response the nature and the accounting treatment of the new
wholly owned subsidiary, Commodore Holdings.

5. In your response, explain whether the financial statements of Trimaran Advisors, LLC
will be included along with the financial stat ements of Katonah Debt Advisors, LLC in
future Form 10-K filings (  Form 10-Q filings should include summarized information).  If
not, please explain the rationale for the exclusion.  In addition, please discuss the

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 accounting treatment of the new adviser and  whether consolidation of the financial
statements of the adviser with those of the Company would be appropriate.

6. We note that portions of the filing are incomplete.  We may have additional comments on
such portions when you complete them in a pre -effecti ve amendment, on disclosures
made in response to this letter, on information supplied supplementally, or on financial
statements and exhibits added in any pre -effective amendments.

***************

      The staff may have additional comments on disclosur e made in response to these
comments, on information supplied supplementally, or on remaining exhibits.  Please respond to
the foregoing in a pre -effective amendment with changed material marked in conformity with
rule 210 under Regulation S -T.  The Company  should provide a response to all comments.
Where no changes will be made in the filing in response to a comment made in this letter, please
indicate this fact in your 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 Company and its management are in possession of all
facts relating to the Company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement
from the Company acknowledging that:

• The Company is responsible for the accuracy and adequacy of the disclosure in
the filing ;
• Staff comments or changes to disclosure in response to staff comments in the
filing  reviewed by the staff do not foreclose the Commission from taking any
action with  respect to the filing ;
• The Company may not assert staff comments 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 eff ective 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.

Please respond to this letter by filing a pre- effective amendment pursuant to Rule 472
under the 1933 Act .  Please respond to all comments.  Where no changes will be made in the
filing in response to a comment, please inform us in a supplemental let ter and state the basis for
your position.

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 If you have any questions prior to filing a pre -effective amendment, please call me at
(202) 551- 6970.

      Sincerely,

      Mary A. Cole
      Senior Counsel

       Sheila Stout
       Senior Staff Acco untant