SecProbe.io

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[Letterhead of Sutherland Asbill & Brennan LLP]

June 4, 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 verbal comments provided by the staff of the Division of Investment Management
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on June 1, 2010.
The Staff’s comments are set forth below in italics and are followed by the Company’s responses.
References to the Company’s prospectus (the “Prospectus”) and form of preliminary prospectus
supplement (the “Prospectus Supplement”) are to the prospectus and form of preliminary prospectus
supplement included in 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.

    1.

    Please include the fourth, fifth and sixth paragraphs from the cover page of
the Prospectus on the cover page of any prospectus supplement to such Prospectus.

The Company has complied with the comment. See the cover page of the Prospectus Supplement.

    2.

    In any prospectus supplement to the Prospectus please include the total and per share net proceeds after underwriting
discounts, commissions and expenses to the Company in a footnote to the table typically
included on the cover page of prospectus supplements provided in connection with shelf
take downs from a registration statement.

Mr. Dominic Minore

June 4, 2010

Page 2

The
Company has complied with the comment. See the cover page of
the Prospectus Supplement.

    3.

    We reference comment no. 4 in our comment letter dated May 18, 2010. Please
undertake to include the same language in any prospectus supplement
to the Prospectus.

The
Company has updated the disclosure accordingly. See
page S-ii of the Prospectus Supplement.

    4.

    Please explain “PIK” in plain English on page 1
of the Prospectus and undertake to explain PIK in plain English in the summary
section of any prospectus supplement to such Prospectus.

The
Company has updated the disclosure accordingly. See
page 1 of the Prospectus and page S-1 of the Prospectus
Supplement.

    5.

    Please explain the 200% asset coverage requirement on page
2 of the Prospectus
in plain English and add the amount of borrowings permitted under such requirement
based on total assets as of the end of the last completed quarterly period and
undertake to do the same in the summary section of any prospectus supplement to such
Prospectus.

The Company has updated the disclosure accordingly. See page 2 of the
Prospectus and page S-2 of the Prospectus Supplement.

    6.

    We refer to the disclosure regarding the ING facility and the Wells Fargo
facility. Please disclose the aggregate percentage of assets currently pledged under
the Wells Fargo facility and the ING facility.

The Company has updated the disclosure accordingly. See page 5 of the
Prospectus.

    7.

    Please revise the footnote regarding “interest payments on borrowed funds” in
the fees and expenses table in the Prospectus to
reflect the projected interest payments on borrowed funds for the Company’s fiscal year
end.

Mr. Dominic Minore

June 4, 2010

Page 3

The Company has revised the disclosure accordingly. See page 11 of the
Prospectus.

    8.

    Please add the word “our” after the word “because” in footnote 8 to the fees
and expenses table in the Prospectus.

The Company has updated the disclosure accordingly. See page 11 of the
Prospectus.

Legality Opinion

    9.

    Please add that the Company has examined “such records, documents or other
instruments as we in our judgment deem necessary or appropriate for us to render the
opinions set forth in this opinion letter” to the second paragraph of the opinion.

The Company has revised the legality opinion accordingly. See page 1 of the
legality opinion.

    10.

    Please add that the opinion is also limited to reported judicial decisions
interpreting the effect of the General Corporation Law of the State of Delaware as of
the date of the opinion.

The Company has revised the legality opinion accordingly. See page 2 of the
legality opinion.

* * *

     If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0176, or Harry S. Pangas at (202) 383-0805.

     Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

Enclosure

    cc:

    Mr. Leonard M. Tannenbaum/ Chief Executive Officer

    Harry S. Pangas, Esq.

    Anne W. Gray, Esq.