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October 19, 2012

James E. O’Connor, Esq.

Attorney/Advisor

United States Securities and Exchange Commission

Washington, DC 20549

Ms. Christina L. DiAngelo

Accountant

United States Securities and Exchange Commission

Washington, DC 20549

RE:                            Main Street Capital Corporation – Registration Statement on Form N-2 (File No. 333-183555) (the “Registration Statement”)

Dear Mr. O’Connor and Ms. DiAngelo:

On behalf of Main Street Capital Corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) that you provided to us regarding the Registration Statement.  The Staff’s comments are set forth below and are followed by the Company’s responses.

Prospectus

Front Cover

1.               The disclosure, on the cover and pages 22 and 123, states that, on June 14, 2012, stockholders approved a proposal to allow Main Street to issue common stock at a price below net asset value per share for a period of one year. The disclosure, on the cover and page 123, also states: “Our stockholders did not specify a maximum discount below net asset value at which we are able to issue our common stock....” The dilution table on page 124, however, shows a maximum discount of 20%.  Accordingly, please disclose that Main Street will only make an offering at a discount greater than 20% after disclosing the terms of that offering in a post-effective amendment to the current registration statement that requires acceleration by the staff.

Response:  As disclosed on the cover of and elsewhere in the prospectus, the proposal approved by the Company’s stockholders in June 2012 did not specify a maximum

discount below net asset value at which the Company is able to issue common stock.  However, the Company has revised the disclosure to add a column to the dilution tables in the section entitled “Sales of Common Stock Below Net Asset Value” to illustrate the dilution that would be experienced by a non-participating stockholder and a new investor in an offering of 25% of the Company’s common shares at a 100% discount, which is the maximum dilution permissible under the current stockholders’ authorization.

2.               Please also disclose that, once the cumulative dilution to NAV from multiple offerings under the current registration statement exceeds 15%, Main Street will no longer offer to sell shares under a prospectus supplement to this registration statement, until a post-effective amendment disclosing the cumulative discount has been declared effective by the staff.

Response:  The Company has added an undertaking in Item 34 of the Registration Statement in response to the Staff’s comment.

3.               Please provide by pre-effective amendment the most recent market price for Main Street’s stock.

Response: The Company has revised the disclosure accordingly.

4.               Please explain to us how Main Street accounts for the offering expenses and sales load in its fee table and financial statements.

Response: The Company advises the Staff that offering expenses are accounted for as a charge against additional paid-in capital (i.e., they are netted against the offering proceeds). Sales load is accounted for in the same manner. With respect to the “Fees and Expenses” table, offering expenses and sales load are each a separate line item in the table.

5.               Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $25 million.  Please add a similar statement for Middle Market Companies (with annual revenue range and size range).

Response:  The Company has revised the disclosure accordingly.

6.               Please include the phrase “and Middle Market” following “LMM” in the bolded statement: “The LMM securities in which we invest would be rated below investment grade if they were rated by rating agencies.”

Response: The Company has revised the disclosure accordingly.

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Prospectus Summary

1.               The “Overview” subsection, on page 2, states that “our Middle Market portfolio companies had weighted average annual revenues of $519 million as of June 30, 2012.” Please also disclose their weighted average asset size.

Response: The Company advises the Staff that asset size is not a material consideration for the Company in evaluating Middle Market portfolio investments and likewise the Company does not believe that asset size provides a reader of the Company’s financial statements or other disclosures any meaningful information.  A significant portion of the assets of these companies may include intangible assets such as goodwill.  Therefore, the Company believes that disclosing this information can be misleading and is not relevant to shareholders.  As a result, the Company has not historically provided this disclosure and has not complied with this comment.

2.               The “Overview” subsection, also on page 2, states: “We believe that our LMM investment strategy has a lower correlation to the broader debt and equity markets.” What is the basis of this belief?  Are historical correlations consistent with this belief?

Response: The Company’s belief is based on its more than 10 years of investing in LMM investments, as well as its analysis of historical data over a longer time period relating to the LMM and the broader debt and equity markets.

3.               The “Overview” subsection, on page 4, states that “during May of 2012, the Investment Manager executed an investment sub-advisory agreement with HMS Adviser, LP, which is the investment manager to HMS Income Fund, Inc., a newly-formed BDC whose registration statement on Form N-2 was declared effective by the SEC on June 4, 2012, to provide certain investment advisory services to HMS Adviser, LP.”  In fact, Main Street, which is registered under Section 203 of the Investment Advisers Act of 1940 (“Advisers Act”), is currently serving as the sub-adviser to HMS Adviser, LP, but this arrangement will result in Main Street receiving income that will trigger a tax penalty.  If, however, the Investment Manager is the sub-adviser, that arrangement will not result in a tax penalty.  To facilitate that arrangement, Main Street has requested no-action relief from the staff of the Division of Investment Management that it will not recommend enforcement action against the Investment Manager under Section 203 of the Advisers Act, or against Main Street under Section 12(d)(3) of the Investment Company Act of 1940 (“1940 Act”), if the Investment Manager is not separately registered as an investment adviser under the Advisers Act, in light of the registration of Main Street as an investment adviser.  Unless no-action relief is granted before the effective date of the registration statement, the current sub-advisory arrangement with Main Street should be disclosed and it should also be disclosed that any sub-advisory contract with the Investment Manager may require relief from Section 203 of the Advisers Act and will require relief from Section 12(d)(3) of the 1940 Act.

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Response:  The Company has revised the disclosure accordingly.

4.               We note that the disclosure about the structure and operations of Main Street and its subsidiaries is clearer and more comprehensible in the no-action request and in an application for exemptive relief from Section 57(a) of the 1940 Act also filed by Main Street on July 7, 2012, than the corresponding disclosure in the prospectus.  Please revise the “Organization” and “Overview” subsections, on pages 1-4 of the prospectus, to clarify the structure and operations of the Main Street structure.  In addition, given its complexity, it would be helpful to include a chart that depicts the entire Main Street structure, including the relationship among Main Street, the Investment Manager, MSC I, MSC II, MSC II GP, and the Taxable Subsidiaries.  This chart should indicate the percentage of each of the entities owned by MSCC.

Response:  The Company has revised the disclosure to include a chart depicting the Company’s organizational structure. The Company advises the Staff that it prefers to retain the detailed historical disclosure regarding the Company’s formation until such time as the year of formation (2007) is no longer a required column of the “Selected Financial Data” table. This will occur for all periods subsequent to December 31, 2012, at which time the Company will remove certain historical disclosure in the discussion of the Company’s structure and operations.

5.               In the future, please inform us in your cover letter about all applications for exemptive relief and requests for no-action relief whose granting would affect the disclosure in the registration statement.

Response:  The Company confirms that it will comply with this comment in the future.

Fees and Expenses, page 11

1.               Please disclose, where appropriate, all amounts paid or payable to the Investment Manager by Main Street and the “Funds” for the 2011 fiscal year and the six-month period ended June 30, 2012.  Such amounts should not be netted against unrealized appreciation recorded by Main Street in the value of the Investment Manager.  In addition, the amounts received or receivable by the Investment Manager from the “Funds” should not be netted against the amortization of the intangible asset on the books of the Investment Manager represented by the value of the advisory agreement with the “Funds.”

Response:  The Company has revised the disclosure to add a cross-reference to a more detailed discussion of the financial and other arrangements between MSCC and the Investment Manager, including a description of all amounts paid or payable to the Investment Manager by Main Street and the “Funds” for the 2011 fiscal year and the six-month period ended June 30, 2012.  The Company confirms that operating costs used in the “Fees and Expenses” table are not netted against

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unrealized appreciation recorded by the Company in the value of the Investment Manager. The Company also confirms that any unrealized appreciation or depreciation associated with changes in the value of the Investment Manager is reflected in “Net change in unrealized appreciation (depreciation)” in the consolidated statement of operations. Also, the amounts received or receivable by the Investment Manager from the Funds are not netted against the amortization of the intangible assets on the books of the Investment Manager represented by the value of the advisory arrangements with the Funds. The management fee income recorded by the Investment Manager is eliminated by the equal expense on the books of the Funds as both the fee income and the expense are included in the same line item of the consolidated statement of operations, “Expenses reimbursed to affiliated Investment Manager.”

2.               The disclosure, on page 16, states that Main Street “may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as senior securities.”  If Main Street intends to issue debt securities or issue preferred shares within a year from the effective date of the registration statement, please include the estimated expenses and costs of this leveraging, as well as all other leveraging, in the fee table.

Response: The Company respectfully refers the Staff to the “Fees and Expenses” table where the Company has included the expense associated with its projected use of leverage.

3.               Footnote 5 is inadequate in light of the unusual and complex relationship between Main Street and the Investment Manager, which, we note, is not a consolidated subsidiary. This relationship is expressed in the following disclosure from the Main Street’s no-action letter request:

“[Main Street] entered into a support services agreement with the [Investment Manager] which employs all of the investment personnel and other employees of [Main Street].  The support services agreement requires the [Investment Manager] to manage the day-to-day operational and investment activities of [Main Street] and its wholly owned subsidiaries, including SBIC Fund I.  The [Investment Manager] generally incurs all normal operating and administrative expenses, except those specifically required to be borne by [Main Street], which principally include costs that are specific to [Main Street]’s status as a publicly traded BDC. The expenses paid by the [Investment Manager] include the cost of salaries and related benefits, rent, equipment and other administrative costs required for the day-to-day operations of [Main Street] and its wholly owned subsidiaries including SBIC Fund I.  The [Investment Manager] generally incurs all normal operating and administrative expenses, except those specifically required to be borne by [Main Street], which principally include costs that are specific to [Main Street]’s status as a publicly traded BDC.  The expenses paid by the [Investment

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Manager] include the cost of salaries and related benefits, rent, equipment and other administrative costs required for the day-to-day operations of [Main Street] and its wholly owned subsidiaries....  Pursuant to the terms of the Support Services Agreement, the [Investment Manager] is reimbursed for its expenses associated with providing operational and investment management services to [Main Street] and its wholly owned subsidiaries.”

Accordingly, please add the following disclosure to footnote 5:

Operating expenses include the expenses of the Investment Manager as if it were consolidated with MSCC for accounting purposes, including expenses incurred by the Investment Manager in managing MSC II pursuant to an investment advisory services agreement between the Investment Manager and MSC II and other third party consulting arrangements.  Based on this investment advisory services agreement, MSC II paid the Investment Manager approximately $                           million in 2011 for these services.  In accordance with the terms of the support services agreement between MSCC and the Investment Manager, MSCC is required to reimburse the Investment Manager for expenses incurred by the Investment Manager in providing investment management and other services to MSCC, less amounts the Investment Manager receives from MSC II and other third parties.  Consequently, MSCC is incurring the expenses of the Investment Manager net of fees received for third party investment advisory and consulting services.  Our percentage of operating expenses to net assets attributable to common stock including only the expenses incurred by MSCC net of the investment advisory and consulting service fees received by the Investment Manager from MSC II and other third parties would be         %.

Response:  The Company has revised the computation for the line item entitled “Operating expenses” in the “Fees and Expenses” table to include the expenses of the Investment Manager therein as if the Investment Manager were consolidated with MSCC for accounting purposes.  In addition, the Company has added disclosure to footnote 5 of the “Fees and Expenses” table to clarify that, notwithstanding such fact, the Investment Manager is accounted for as a portfolio investment of MSCC and is not consolidated with MSCC for accounting purposes.  Finally, the Company has added a cross-reference to a more detailed discussion of the financial and other arrangements between MSCC and the Investment Manager, including the support services agreement.

4.              Please explain the assumptions and calculations resulting in the estimate of 6.91% for “Total Annual Expenses.”  This amount appears low based on previous fiscal year actual expenses.

Response:  The Company advises