SecProbe.io

January 10, 2012

Steven B. Boehm, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC  20004- 2415

Re: Fifth Street Finance Corp. (the “Company ”)
 Registration Statement on Form N -2
 File Number 333 -178391

Dear Mr. Boehm :

We have reviewed the registration statement referenced above and have the following comments
.  Whenever a comment is made in one location, it is considered applicable to
all similar disclosure appearing elsewhere in the registratio n statement.

Registration Statement
 File a form of prospectus supplement that will be used in respect of the Company’s common stock takedown offerings from this shelf registration statement.

Prospectus

Prospectus Cover Page
 In the sixth paragraph, provide the net asset value per share and the last reported sale price per share of the common stock of the Company as of a recent date.

Prospectus Summary – Fifth Street Finance Corp.
 Provide an organizational chart reflecting t he Company’s relationship to and ownership
interest in the affiliated entities identified in the prospectus.
 In the second paragraph, disclose whether each of the Company’s 55 debt investments is
current on its  contractually scheduled interest and principal payments.
 The third paragraph states that the Company’s loan origination efforts are currently focusing on “solid credit quality”  loans.  However, t he Company’s “Newsletter for
October 2011, ” filed under cover of Form 8- K dated Oct ober 18, 2011 (the
“Newsletter”) , appears to rate t he credit quality of the Company’s portfolio at a level of

Steven B. Boehm , Esq.
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BB and B rated securities .  If true, disclose that the overall credit quality of the
Company’s portfolio is  comparable to the ratings normally associated with junk bonds
rated BB and B.   Also reconcile the assessment regarding the current credit quality of the
Company’s portfolio with the Company’s goal of originating solid credit quality loans.

In the fourth paragraph, provide a plain English version of the penult imate sentence
contained therein.  Also disclose the Company’s current debt to equity ratio.
The Offering
 In the last sentence of the second paragraph, insert the phrase “or directly by us” after the word “dealers.”

Administratio n Agreement
 At the end of the fourth sentence, clarify whether the reference to the phrase “given his compensation” refers to compensation paid by the Company to Mr. Berman.  Also disclose that Mr. Berman is a partner of the Company’s investment adviser.
 In the last sentence, clarify , if true, whether when  the Company’s administrator ceases to
forgo its right to receive reimbursement for the services performed by Mr. Berman, this could result in essentially paying twice for the same services.

Risk Factors
 At the end of the six th risk factor bullet, clarify the Company’s shareholders would likely
not receive any proceeds upon the Company’s liquidation.  Refer to the disclosure contained in the eleventh risk factor bullet.  In your response
letter, identify the extent to which an y of the Company’s distributions to its common
shareholders have ever consisted of a return of capital.

Fees and Expenses
 We note the absence of the Acquired Company  Fees & Expenses line item from the
Company ’s fee table.  Please confirm to us i n your response letter whether the Company
will make investments that trigger the need for applicable Acquired Company Fees & Expenses disclosure or whether such expenses amount to less than one basis point and are, if applicable , included in “Other expens es.”
 In a footnote to the fee table, disclose that the Company does not expect to issue preferred shares during the next twelve months.  Expand footnote (5) to provide the dollar values for each of the amount of the fee calculated in respect of gross assets, the amount of the fee calculated in respect of net asset s, and the amount of borrowings for investment purposes.  In this regard, highlight

Steven B. Boehm , Esq.
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the relationship between all three of these dollar amounts when determining the
management fees calculated as a percentage of net assets attributable to common stock.  Also disclose the dollar amount of the incentive fees  that were used when calculating the
management fee.

Risk Factors

Our base management fee may induce out investment adviser to leverage.
 Revise the discl osure  to clarify that it will be an in centive for  the adviser to leverage the
Company .  Also state that this incentive presents a conflict of interest and disclose how
the Company’s Board of Directors will manage this conflict of interest.
 Discl ose whether the Company will only leverage if expected returns will exceed the cost
of borrowing.

Because we borrow money, the potential for loss on amounts invested in us…
 Provide a separate risk factor highlighting the Company’s increasing reliance on borrowed money to finance its activities, as well as the corresponding risks.
There are significant potential conflicts of interest which could adversely impact…

In this risk factor also disclose that  Bernard D. Berman, the Company’s president, chief
compliance officer and secretary, and Ivelin M. Dimitrov, the Company’s chief investment officer, are partners of the Company’s investment adviser .

Risks Relating to Our Investments
 The Company’s Newslet ter discloses that the healthcare industry sector is the largest
industry sector in which the Company is invested,  represent ing approximately 30% of
the Company’s  total portfolio.  Accordingly, add appropriate risk disclosure pertaining to
investing in th e healthcare industry sector.

Our s tockholders may experience dilution upon the conversion of our convertible…
 Disclo se the maximum total number of shares that would be issued upon conversion of
the convertible senior notes into shares of the Company’s common stock.
 Disclose whether the common shares issued in respect of the convertible senior notes include registration rights.  If so, disclose the estimated dollar amount of the expenses that the Company would incur registering those common shares.  Als o disclose  that the
Compa ny’s common stockholders will indirectly bear all of those costs.

Steven B. Boehm , Esq.
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The accounting for convertible debt secu rities is complex and subject to uncertainty.

Briefly highlight , in plain English, the nature and the impact of having “an accounting
effect on our earnings per share on a fully diluted basis.”

Price Range of Common Stock and Distributions
 Complete the tabular presentation of the “Year ending September 30, 2012 First Quarter” information through the entire period ending December 31, 2011.

Revenue Recognition – Fee Income
 Disclose what will constitute a “successful exit event for each of the investments.”

Comparison of the years ended September 30, 2011 and September 30, 2010

Total Investment Income
 Explain the almost 40% year -over-year increase in PIK income, and the additional
potential risks this presents.  Is this a trend that the Company expects to continue?
 What resulted in the substantial year -over-year drop in fee income?

Expenses
 In the second paragraph clarify, if true, that none of the “98.6% increase in the fair value
of the investment portfolio during the year ” was  due to appreciation in the value of the
Company’s portfolio.  The disclosure puts the Company’s year-over-year increase in interest expens e at nearly
one thousand percent.  Expand the disclosure to assess how this increase impact ed the
Company  in its last fiscal year, as well as how it is expected to impact the Company
during its current fiscal year.   Does the Company expect interest expense to increase
materially in the current fiscal year?

Borrowings
 Highlight the purpose and nature of the business operations of each of the Fifth Street affiliated entities identified in this section.

Quantitative  and Qualitative Disclosures about Market Risk
 Delete the word “hypothetical” from the text of footnote (1).

Steven B. Boehm , Esq.
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Gain on Extinguishment of Convertible Senior Notes

Disclose whether the Company paid to its investment adviser an incentive fee based on the g ain that the Company r ecord ed upon the repurchase at below par value of its  own
debt.

Plan of Distribution
 In your response letter, confirm to the staff that each underwritten takedown from this registration statement will be submitted to FINRA for approv al of the underwriting terms
of the Company’s offering.
 In your response letter, undertake to include  in each prospectus supplement, as
applicable, u nder a section captioned “Additional Underwriter Compensation” a
descri ption of the terms of any  agreement that the Company will have  entered into with
the underwriter s, and specify the nature of the services that the underwriter has provided
or will provide thereunder.  Also c larify whether any such fee payable thereunder is a
one-time fee or whether it is payable annually. Also undertake to file all such agreement s
as exhibit s in a post -effective amendment to the registration statement.

Accounting Comments
 Our accounting staff will contact you directly and provide you with their financial statement and other accounting -related comments.

Part C

Item 25.  Financial Statements and Exhibits
 Please file as an exhibit the legality of shares opinion, and related consent of counsel,
with your next pre -effective amendment.   In this regard, it ma y also be necessary for the
Company to undertake to file an unqualified legality of shares opinion, and related
consent of counsel, in a post -effective amendment with each takedown from this shelf
registration statement.

Closing

We note that portions of the filing are incomplete.  We may have additional comments on such portions when you complete them in a pre -effective amendment, on disclosures
made in response to this letter, on information supplied supplementally, or on exhibit s
added in any pre -effective amendments.
 Response to this letter should be in the form of a pre -effective amendment filed pursuant
to Rule 472 under the Securities Act.  The pre -effective amendment filing should be
accompanied by a supplemental letter that includes your responses to each of these

Steven B. Boehm , Esq.
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comments. Where no change will be made in the filing in response to a comment, please
indicate this fact in your supplemental letter and briefly state the basis for your position.    Please advise us if you hav e submitted or expect to submit an exemptive application or
no-action request in connection with your registration statement.
 You should review and comply with all applicable requirements of the federal securities laws in connection with the preparation a nd distribution of a preliminary prospectus.
 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 inform ed 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 the event the Company requests acceleration of  the effective date of the pending
registration statement, it should furnish a letter, at the time of such request, acknowledging that

• the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
• should the Commission or the  staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated
authority, in decl aring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and
• the Company may not assert this action as a 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 infor mation 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 effective date of the registrat ion
statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities.    Should you have any questions regarding this letter, please contact me at (202) 551- 6964.
       Sincerely,
       Dominic Minor e
      Senior Counsel

Steven B. Boehm , Esq.
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