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[Letterhead of Sutherland Asbill & Brennan LLP]

May  , 2010

VIA E-MAIL & EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Fifth Street Finance Corp.

Registration Statement on Form N-2 filed on April 12, 2010

File No. 333-166012

Dear Mr. Minore:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’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 the Company in a letter dated May
18, 2010. The Staff’s comments are set forth below in italics and are followed by the Company’s
responses. References to the Company’s registration statement on Form N-2 (the “Registration
Statement”) contained herein are to the pre-effective amendment No. 1 to the Company’s registration
statement on Form N-2 that has been filed with the SEC on the date hereof.

Prospectus

Registration Statement

    1.

    If the Company proposes an offering from this registration statement shortly
after its effectiveness, it should file, as part of its next pre-effective amendment,
the form of prospectus supplement that the Company intends to use with that offering.

    The Company advises the Staff that it will file a form of prospectus supplement as
part of the Registration Statement in a pre-effective amendment if the Company
proposes an offering from this Registration Statement shortly after its
effectiveness. At this time, given the volatility of the stock market and the price
of the Company’s shares of common stock, the Company cannot predict when it will
propose to conduct an offering from the Registration Statement. As a result,

Mr. Dominic Minore

May   , 2010

Page 2

    the Company has not included a form of prospectus supplement as part of the
Registration Statement.

Prospectus

    2.

    The financial information contained in the prospectus should be updated to the
fiscal quarter ended March 31, 2010.

    The Company has updated the disclosure accordingly.

Prospectus Cover Page

    3.

    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.

    The Company advises the Staff that it has provided the net asset value per share of
the Company as of March 31, 2010 and the last reported sale price per share of the
common stock of the Company as of a recent date. As you are aware, business
development companies (“BDCs”) have universally adopted the practice of determining
the net asset value of their shares of common stock as of the end of each of their
fiscal quarters. This practice reflects the reality of the significant time and
expense expended by BDCs in determining the fair value of their investment
portfolios, which are primarily composed of securities issued by private companies.
As a result, the Company has not determined its net asset value per share since
March 31, 2010. In light of the foregoing, the Company is unable to state the net
asset value per share of the Company’s common stock as of a date more recent than
March 31, 2010.

About this Prospectus

    4.

    Expand the last sentence of the second paragraph to clarify that the prospectus
and any prospectus supplements will, however, be updated during the offering period to
reflect any material changes to the information contained therein.

    The Company has revised the disclosure accordingly. See page ii of the
Registration Statement.

Prospectus Summary — Fifth Street Finance Corp.

    5.

    Disclose what the Company’s asset coverage ratio would be if the maximum amount
of SBA guaranteed debt excluded pursuant to any exemptive relief is added back to the
calculation of the asset coverage ratio. Also disclose the maximum amount of additional
leverage that the Company could incur if the exemptive relief is granted.

Mr. Dominic Minore

May   , 2010

Page 3

    The Company advises the Staff that it has not yet received any exemptive relief in
connection with its SBA guaranteed debt. The Company has revised the disclosure
accordingly. See page 2 of the Registration Statement.

Fees and Expenses

    6.

    It appears the phrase “and a corresponding prospectus supplement” should be
deleted from the third sentence.

    The Company has revised the disclosure accordingly. See page 9 of the
Registration Statement.

    7.

    We note the absence of the Acquired Company Fees & Expenses line item from the
Company’s fee table. Please confirm to us in 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, therefore, included in “Other expenses.”

    The Company advises the Staff that such expenses total less than one basis point of
the Company’s average net assets and, as a result, such amounts are included in
“Other Expenses.”

    8.

    In your response letter, confirm that the Company’s investment adviser has no
ability to recoup any of the base management fee that it either has or will have
“permanently waived.”

    The Company confirms to the Staff that its investment adviser has no ability to
recoup any of the base management fee that it has “permanently waived.”

    9.

    Expand the footnote to the “Interest payments on borrowed funds” line item to
highlight the estimates and assumptions underlying the 0.39% figure. In your response
letter, confirm that “Interest payments on borrowed funds” is presented on a
consolidated basis.

    The Company has revised the disclosure accordingly. See page 10 of the
Registration Statement. The Company confirms to the Staff that “Interest payments on
borrowed funds” is presented on a consolidated basis.

    10.

    In a footnote to the fee table, disclose that the Company does not expect to
issue preferred shares during the next twelve months.

    The Company advises the Staff that, in connection with its 2010 Annual Meeting of
Stockholders, the Company’s stockholders approved a proposal to remove Fifth Street
Finance Corp.’s authority to issue shares of preferred stock. As a result, the
Company has no authority under its amended and restated certificate of

Mr. Dominic Minore

May   , 2010

Page 4

    incorporation to issue any preferred shares. See “Description of our
Securities” on page 86 of the Registration Statement.

    11.

    The first three sentence of footnote (8) should be deleted because they appear
not to enhance an investor’s understanding of the “Total annual expenses” presentation.

    The Company has revised the disclosure accordingly. See page 10 of the
Registration Statement.

Risk Factors

    12.

    Expand the first paragraph to clarify that the risks set forth in this section
nonetheless discuss the presently known principal risks of investing in the Company. In
this regard, add any additional disclosure needed to complete the discussion of risks
required by Item 8.3 of Form N-2.

    The Company has revised the disclosure accordingly. See page 13 of the
Registration Statement.

Our wholly-owned SBIC subsidiary, Fifth Street Mezzanine Partners IV L.P. is licensed by the SBA
and is subject to SBA regulations

    13.

    Highlight what experience, if any, Fifth Street Mezzanine Partners IV, L.P. has
managing an SBA licensed entity.

    The Company has revised the disclosure accordingly. See page 20 of the
Registration Statement.

Substantially all of our assets could potentially be subject to security interests

    14.

    Delete the mitigating phrase “as is common in the business development company
industry” from the risk factor disclosure.

    The Company has revised the disclosure accordingly. See page 17 of the
Registration Statement.

    15.

    Expand the discussion to indicate the percentage of the Company’s assets that
are currently subject to liens or pledges. Also discuss the potential material impact,
if any, that such liens or pledges may have on the Company’s operations, policies,
strategies and financial flexibility.

    The Company has revised the disclosure accordingly. See page 17 of the
Registration Statement.

Mr. Dominic Minore

May   , 2010

Page 5

Price Range of Common Stock and Distributions

    16.

    Complete the tabular presentation of the “Year ended September 30, 2010 Second
Quarter” information.

    The Company has revised the disclosure accordingly. See page 31 of the
Registration Statement.

Borrowings

    17.

    We note that Wells Fargo Securities has acted as lead underwriter for each of
the Company’s five offerings from its shelf registration statement since it was
declared effective in July 2009. We also note the disclosure on page 48 pertaining to
the current borrowing arrangement and related agreements with Wachovia, Wells Fargo
Securities, LLC and Wells Fargo Bank, National Association. In your response letter,
provide us with your analysis as to the applicability of Investment Company Act
sections 57(d)(2) & (e) and, if those provisions are applicable, whether the
transaction nevertheless meets the requirements of Investment Company Act section
57(f).

    Section 57(d) of the Investment Company Act of 1940 (the “1940 Act”) generally
prohibits certain persons related to a BDC in the manner enumerated in Section 57(e)
(“Related Persons”) from participating in certain types of transactions with the
BDC, absent approval in the manner set forth in Section 57(f) of the 1940 Act by a
majority of the BDC’s directors who have no financial interest in the transaction,
plan or arrangement and a majority of the BDC’s directors who are not “interested
persons” (as defined in Section 2(a)(19) of the 1940 Act) of the BDC (such approval
being referred to herein as the “Independent Director Approval”). Section 57(d)(2)
of the 1940 Act prohibits certain purchase transactions between a BDC and a Related
Person unless Independent Director Approval has been obtained.

    Among the Related Persons enumerated in Section 57(e) is an “affiliated
person”1 of a “principal underwriter” of or for a BDC. Section 2(a)(29)
of the 1940 Act defines a “principal underwriter” of or for a BDC as follows:

    1

    Section 2(a)(3) of the 1940 Act defines an
“affiliated person’’ of another person as “(A) any person directly or
indirectly owning, controlling, or holding with power to vote, 5 per centum or
more of the outstanding voting securities of such other person; (B) any person
5 per centum or more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held with power to vote, by such other person;
(C) any person directly or indirectly controlling, controlled by, or under
common control with, such other person; (D) any officer, director, partner,
copartner, or employee of such other person; (E) if such other person is an
investment company, any investment adviser thereof or any member of an advisory
board thereof; and (F) if such other person is an unincorporated investment
company not having a board of directors, the depositor thereof.”

Mr. Dominic Minore

May   , 2010

Page 6

    Any underwriter who, in connection with a primary distribution of securities: (A) is
in privity of contract with the issuer or an affiliated person of the issuer; (B)
acting alone or in concert with one or more other persons; initiates or directs the
formation of an underwriting syndicate; or (C) is allowed a rate of gross
commission, spread, or other profit greater than the rate allowed another
underwriter participating in the distribution. [Emphasis added.]

    As a result, an “affiliated person” of a “principal underwriter” would be precluded
from engaging in the purchase transactions set forth in Section 57(d)(2) of the 1940
Act with a BDC absent Independent Director Approval. Thus, if Wells Fargo
Securities, LLC were deemed to be the principal underwriter of or for the Company at
the time of the Company’s entry into the borrowing arrangement and related
transactions with Wachovia Bank, N.A. and Wells Fargo Bank, National Association
(i.e., “affiliated persons” of Wells Fargo Securities, LLC), the Company would not
have been able to pledge the equity interests in its wholly-owned subsidiary, Fifth
Street Funding, LLC (“Fifth Street Funding”), to Wachovia Bank, N.A. and Wells Fargo
Bank, National Association in connection therewith (assuming arguendo that a pledge
is tantamount to the sale of the equity interests of Fifth Street Funding by the
Company and a purchase thereof by Wachovia Bank, N.A. and Wells Fargo Bank, National
Association) unless the Company had obtained Independent Director Approval.

    However, because Wells Fargo Securities, LLC had completed the distribution of the
Company’s shares of common stock in connection with a shelf offering on October 22,
2009 and had not entered into a new underwriting agreement with Wells Fargo
Securities, LLC in connection with another shelf offering until January 22, 2010,
Wells Fargo Securities, LLC was not a “principal underwriter” of the Company at the
time of the Company’s entry into the borrowing arrangement and related transactions
with Wachovia Bank, N.A. and Wells Fargo Bank, National Association on November 16,
2009.2

    This result is dictated by the literal language of the “principal underwriter”
definition contained in Section 2(a)(29) of the 1940 Act. As set forth above, the
description of a person or entity meeting the definition of that term is worded in
the present tense, “any underwriter who . . . is in privity of contract with the
issuer or . . . initiates or directs . . . or . . . is allowed . . . .” (Emphasis
added.)

    2

    Please note that the Company entered into an
underwriting agreement with Wells Fargo Securities, LLC and certain other
underwriters on September 22, 2009 and the contractual relationship established
between the Company on the one hand and Wells Fargo Securities, LLC and the
other underwriters on the other hand terminated upon the expiration of the
30-day over-allotment option granted by the Company to Wells Fargo Securities,
LLC and the other underwriters thereunder.

Mr. Dominic Minore

May   , 2010

Page 7

    The plain meaning of the foregoing language leads to the conclusion that a person is
a principal underwriter only while the covered activities are being engaged in, but
not once those activities are completed. Indeed, a contrary conclusion would seem
to produce the incongruous result that a person or entity who at one time acts as a
principal underwriter for a BDC but subsequently has no dealings of any kind with
the BDC would be precluded from entering into transactions with the BDC even if
those transactions were to take place, for example, twenty years after the
underwriting took place. As a result, we do not believe that Sections 57(d)(2) and
57(e) of the 1940 Act apply to the borrowing arrangements and related agreements
with Wachovia Bank, N.A. and Wells Fargo Bank, National Association because Wells
Fargo Securities, LLC was not a “principal underwriter” of or for the Company at the
time thereof.

Rating Criteria

    18.

    Provide a plain English definition of the “Leverage ratio” appearing in the
table on page 62.

    The Company has revised the Registration Statement
accordingly. See page 61
of the Registration Statement.

Certain Relationships and Related Party Transactions

    19.

    In your response letter, confirm that FSC, Inc. will not be able to recoup any
reimbursement amounts that it has decided to forgo.

    The Company confirms to the Staff that FSC, Inc. will not be able to recoup any
reimbursement amounts that it has decided to forgo.

Description of Securities —Debt

    20.

    Update the information cont