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[Letterhead of Sutherland Asbill & Brennan LLP]

Harry S. Pangas

DIRECT LINE: 202.383.0805

E-mail: harry.pangas@sutherland.com

January
30, 2009

VIA EDGAR

James E. O’Connor, Esq.

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Main Street Capital Corporation

Registration Statement on Form N-2 filed on December 1, 2008

File Nos. 333-155806 and 814-00746

Dear Mr. O’Connor:

     On behalf of Main Street Capital Corporation (“MSCC”), set forth below are MSCC’s responses to
the comments provided by the staff of the Division of Investment Management (the “Staff”) of the
Securities and Exchange Commission (the “SEC”) to MSCC in a letter dated January 13, 2009. The
Staff’s comments are set forth below in italics and are followed by MSCC’s responses. References
to MSCC’s prospectus contained herein are to the pre-effective amendment no. 1 to MSCC’s
registration statement on Form N-2 that has been filed with the SEC on the date hereof.

Prospectus

Facing Page

Please check the Section 8(c) “box.”

MSCC respectfully advises the Staff that the Section 8(c) “box” is not applicable to MSCC’s
registration statement as Section 8(c) applies only to amendments to registration statements
filed after the effective date of the registration statement.

James E. O’Connor, Esq.

January 30, 2009

Page 2

Front Cover

    1.

    Please inform us whether MSCC intends to file a post-effective amendment with respect to the
shares being registered if they are subsequently offered below net asset value. If not, please
explain the basis for such position.

    MSCC advises the Staff that it undertakes to file a post-effective amendment with respect to
the shares being registered if they are subsequently offered below net asset value.
However, to the extent that the Staff changes its position on this issue and allows business
development companies (“BDCs”) to offer shares below net asset value off of a shelf
registration statement without first filing a post-effective amendment thereto, MSCC will
avail itself to such change in position.

    2.

    The prospectus should disclose, where appropriate, MSCC’s experience with write-downs,
defaults, and other forms of realized credit risk.

    MSCC advises the Staff that the prospectus discloses MSCC’s experience with write-downs,
defaults and other forms of realized credit risk. MSCC’s experience with write-downs is
discussed on pages 34, 35 and 36 of the prospectus under the headings entitled “Net Realized
Income” and “Net Increase in Net Assets from Operations”, on page 37 of the prospectus under
the heading entitled “Net Realized Income and Net Increase in Net Assets from Operations”
and on page 38 of the prospectus under the heading entitled “Net Realized Income and Net
Increase in Members’ Equity and Partners’ Capital Resulting From Operations.”

    MSCC’s experience with defaults is noted on pages 33 and 48 of the prospectus under the
headings entitled “Portfolio Asset Quality” and “Post-Investment.”
The tables on pages 33
and 48 show the distribution of MSCC’s investments on its
1 to 5 investment rating scale, with
Investment Ratings 4 and 5 representing a portfolio investment that is underperforming or
significantly underperforming, respectively, MSCC’s original expectations. Investments with a
rating of 4 require increased monitoring and scrutiny, and investments with a rating of 5
require a heightened level of monitoring and scrutiny and involve the recognition of
unrealized depreciation. Also, as disclosed on page 33, as of September 30, 2008 and
December 31, 2007, MSCC had one debt investment in each period on non-accrual status, which
means that the debt investment was 90 days or more past due, and MSCC did not expect the
debtor to be able to service all of its debt or other obligations.

    MSCC’s experience with other forms of realized credit risk is discussed on pages 34 and 36
of the prospectus, under the heading entitled “Net Realized Income,” on page 37 of the
prospectus under the heading entitled “Net Realized Income and Net Increase in Net Assets
From Operations” and on page 38 of the prospectus under the heading entitled “Net Realized
Income and Net Increase in Members’ Equity and Partners’ Capital Resulting From Operations.”

James E. O’Connor, Esq.

January 30, 2009

Page 3

    3.

    Please clarify the meaning of the term “equity-related investments.”

    MSCC advises the Staff that the term “equity-related investments” refers to direct equity
investments, such as common stock and preferred stock, as well as warrants, convertible
securities and other rights to acquire equity securities in a portfolio company. MSCC has
revised references to “equity-related investments” in the prospectus accordingly.
See the cover page, as well as pages 1, 2, 8, 27, 43, 44 and 60 of the prospectus.

    4.

    Please provide a more recent common stock sale price than “November 24, 2008.”

    MSCC has updated the last reported sale price of its common stock in response to the Staff’s
comment. See the cover page of the prospectus.

    5.

    Please revise the bolded statement that “investing in our common stock involves risks...” to
state that investments made in MSCC should be considered “highly speculative” and “involving
high risks.” See Item 1.1.j. of Form N-2.

    MSCC has revised the bolded statement set forth on the cover page of the prospectus in
response to the Staff’s comment. See the cover page of the prospectus.

Prospectus Summary

    1.

    The disclosure, in the subsection “Main Street,” states that “Main Street” (a term that
includes both “MSCC” and the “Fund”) is a principal investment fund focused on providing
customized debt and equity financing to lower middle-market companies, which we define as
companies with annual revenues between $10.0 and $100.0 million.” In fact, as stated on page
11, the Fund, as a licensed SBIC, is focused on providing capital to entities with a tangible
net worth not exceeding $18 0 million and an average annual net income after federal income
taxes not exceeding $6.0 million for the two most recent fiscal years. In addition, as a
licensed SBIC, it must devote 20% of its investment activity to those entities that have a
tangible net worth not exceeding $6.0 million and an average annual net income after federal
income taxes not exceeding $2.0 million for the two most recent fiscal years.

    The disclosure in this section is confusing because the use of terms “we” and “Main Street”
fails to distinguish between the functions of MSCC and the Fund. Please make clear
throughout the prospectus that MSCC is an operating company, as well as a holding company,
that makes all of Main Street’s “lower middle-market” investments and that the Fund will
continue to make the group’s SBA-qualified investments. Please make clear that, if true,
all amounts raised from the shares registered in this offering will be allocated to MSCC,
but that, nevertheless, an investor’s return will depend, in part, on the Fund’s investment
returns. The disclosure states that Main Street is currently invested in 29 companies.
Please break down this number between MSCC and the Fund.

    MSCC advises the Staff that MSCC and the Fund have the exact same investment

James E. O’Connor, Esq.

January 30, 2009

Page 4

    strategy and that even with the requirements placed on SBICs, MSCC and the Fund co-invest in
the same portfolio companies. In fact, MSCC and the Fund have co-invested in substantially
every deal that MSCC has closed since its IPO. MSCC further advises the Staff that MSCC
does focus on providing customized debt and equity financing to lower middle-market
companies, which MSCC defines as companies with annual revenues between $10.0 and
$100.0 million; however, this includes companies with a tangible net worth not
exceeding $18.0 million and an average annual net income after federal income taxes
not exceeding $6.0 million for the two most recent fiscal years. MSCC’s definition of lower
middle market companies also includes entities that have a tangible net worth not exceeding
$6.0 million and an average annual net income after federal income taxes not exceeding $2.0
million for the two most recent fiscal years. MSCC’s definition of lower middle-market
companies focuses on annual revenues between $10.0 and $100.0 million, and the annual
revenues of the companies in which the Fund invests (which are the same companies in which
MSCC invests) also fall within that range. MSCC added language to the prospectus clarifying
that (i) from the date of the IPO, MSCC and the Fund have co-invested in substantially every
investment, (ii) MSCC and the Fund invest in the same investments in the lower middle-market
and (iii) an investor’s return in MSCC will depend, in part, on the Fund’s return as the
Fund is a wholly owned subsidiary of MSCC. See pages 1, 27 and 43 of the
prospectus.

    MSCC respectfully advises the Staff that it does not believe that there is a reason to break
down the number of companies in which MSCC and the Fund are currently invested as the Fund
is wholly owned by MSCC, and therefore, all investments made by the Fund are also in essence
being made by MSCC. Also, as we stated above, MSCC and the Fund have co-invested in
substantially every deal that MSCC has closed since its IPO. Similarly, amounts raised from
the shares registered in the prospectus may be used by MSCC or by the Fund, as MSCC’s
ownership of the Fund makes them one in the same.

    2.

    Please explain the statement that MSEI is a separate taxable entity created to hold “certain
investments.” Please identify the nature of these investments. Main Street appears to be an
affiliated group normally required to file a consolidated tax return. Please explain the
terms of MSEI’s tax election and why it was made. Moreover, we understand that, as a
technical matter, any tax elections by a member of an affiliated group are required to be made
by the parent, which in this case appears to be MSCC.

    MSEI is MSCC’s wholly owned subsidiary, and is a separate taxable entity that holds certain
of MSCC’s portfolio investments. The purpose of MSEI is to permit MSCC to generally hold
equity investments in portfolio companies which are “pass through” entities for tax purposes
in order to comply with the “source income” requirements contained in the regulated
investment company (“RIC”) tax requirements. As a corporation, MSEI is a separate taxable
entity for tax purposes that is taxed at normal corporate tax rates based on its taxable
income. MSEI is not consolidated with MSCC for income tax purposes (see the following
paragraph) and may generate income tax expense as a result of MSEI’s ownership of certain of
MSCC’s portfolio investments.

James E. O’Connor, Esq.

January 30, 2009

Page 5

    This income tax expense, if any, is reflected in MSCC’s consolidated statement of
operations. MSEI is, however, consolidated with MSCC for U.S. GAAP reporting purposes, and
the portfolio investments held by MSEI are included in MSCC’s consolidated financial
statements. See pages 30, F-20 and F-48 of the prospectus under the headings
entitled “Income Taxes.”

    As a RIC, MSCC cannot file a consolidated tax return. Section 1502 of the Internal Revenue
Code (the “IRC”) provides that an affiliated group of corporations may file a consolidated
return. Under Section 1504(a) of the IRC, to be part of an affiliated group, a corporation
must first be an “includible corporation.” Section 1504(b)(6) of the IRC provides that a
RIC is not an includible corporation. Because a RIC is not an includible corporation, it
cannot be part of an affiliate group, and therefore, cannot be part of a consolidated group
that files a consolidated tax return. See also our response to
comment 7 under “Prospectus Summary” below for information
on the Fund’s tax status.

    3.

    Please provide the financial information in this subsection, and throughout the prospectus,
as of a more recent date than September 30, 2008.

    MSCC advises the Staff on a supplemental basis that, as the audit of MSCC’s financial
statements for the year ended December 31, 2008 has not yet been completed, it is not
presently in a position to include final financial data for the year ended December 31,
2008. MSCC confirms that, consistent with Regulation S-X, it will include financial
statements and related disclosure reflecting its financial condition and results of
operations for the year ended December 31, 2008 in the prospectus to the extent the
Registration Statement has not been declared effective prior to February 14, 2009, or 135
days from September 30, 2008, the date of the most recent balance sheet currently included
in the Registration Statement. Also in this regard, after the Registration Statement is
declared effective, because future financial and other information subsequently filed by
MSCC under the Securities Exchange Act of 1934 will not be automatically incorporated by
reference into the Registration Statement, MSCC will be required to file post-effective
amendments or prospectus supplements with the SEC to update the information contained in the
Registration Statement.

    4.

    In the subsection “Market Opportunity,” on page 2, please also disclose that the current
“market situation” increases the risks of lending to “lower middle-market” and smaller
companies.

    MSCC respectfully directs the Staff to the first risk factor on page 8 of the prospectus, as
well as the paragraph entitled “Current Market Conditions”
on pages 40-41 of the prospectus.
MSCC believes that these disclosures adequately bring investors’ attention to the current
market situation and its impact on lower middle-market companies.

James E. O’Connor, Esq.

January 30, 2009

Page 6

    5.

    The subsection “Business Strategies,” on page 2, states that Main Street will be able to
“focus” on lower middle-market companies while continuing to use “lower cost SBA leverage” as
a “significant part of our capital base.” Please clarify this confusing statement that results
from a failure to distinguish between MSCC and the Fund. Likewise, throughout the prospectus,
please be more careful to identify the fund whose attributes and risks are being described.

    MSCC has revised the language on page 2 of the prospectus to distinguish between MSCC and
the Fund. In addition, MSCC has reviewed the prospectus and made other revisions to clarify
references to MSCC and the Fund. See pages 2, 12, 15, 36, 37, 38, 39, 40, 44 and 80
of the prospectus.

    6.

    Where the registrant is required to “include a synopsis of information contained in the
prospectus” (Item 3.2. of Form N-2), this requirement is not met by providing only a citation,
on page 6 of the synopsis, to the risk disclosure in the prospectus. Immediately following the
“Business Strategies” subsection please summarize Main Street’s principal investment risks,
with a cross reference to the “Risk Factors” section.

    MSCC has added a summary of its principal investment risks in response to the Staff’s
comments. See page 6 of the prospectus.

    7.

    The subsection “Formation Transactions,” on page 4, states that “we have elected to be
treated for federal income tax purposes as a regulated investment company” and we are a
closed-end, non-diversified management investment company that has elected to be treated as a
BDC under the 1940 Act.” Please confirm whether these elections apply to both the Fund and
MSCC.

    MSCC confirms to the Staff that only MSCC has elected for tax purposes to be treated as a
RIC and as a BDC under the Investment Company Act of 1940 (the “1940 Act”). The Fund has
not made such elections. In this regard, the Fund is a disregarded entity for federal
income tax purposes. As a result, MSCC is treated as directly earning all of the Fund’s
income