SecProbe.io

CORRESP
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1900 K Street, NW

Washington, DC 20006-1110

+1 202 261 3300 Main

+1 202 261 3333 Fax

www.dechert.com

                                            William
                                         Tuttle

william.tuttle@dechert.com

+1 202 261 3352 Direct

+1 202 261 3009 Fax

July 24, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: 	Samantha Brutlag

    Re:

        Fifth Street Finance Corp.

        Fifth Street Senior Floating Rate Corp.

    Preliminary Proxy Statements on Schedule 14A

Ladies and Gentlemen:

On behalf of each of Fifth Street
Finance Corp., a Delaware corporation (“FSC”), and Fifth Street Senior Floating Rate Corp., a Delaware corporation
(“FSFR”), we hereby respond to the comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) on the Preliminary Proxy Statement on Schedule 14A of FSC, filed on July
14, 2017 (File No. 814-00755) (the “FSC Proxy Statement” or a “Proxy Statement”), and the
Preliminary Proxy Statement on Schedule 14A of FSFR, filed on July 14, 2017 (File No. 814-01013) (the “FSFR Proxy Statement”
or a “Proxy Statement” and, together with the FSC Proxy Statement, the “Proxy Statements”),
communicated in a phone call on July 21, 2017 between Samantha Brutlag of the Staff and William Tuttle and Matthew Carter of Dechert
LLP, outside counsel to FSC and FSFR. For your convenience, the Staff’s comments are included in this letter, and each comment
is followed by the applicable response. Except as provided in this letter, terms used in this letter have the meanings given to
them in the Proxy Statements.

 1. In the question and answer disclosures and elsewhere, where appropriate,
please:

 (a) Add an additional question and answer explaining why stockholders are
being asked to elect the director nominees named in each of the Proxy Statements and why the current directors are resigning;

      Samantha Brutlag

July 24, 2017

Page 2

 (b) Disclose in the FSC Proxy Statement that decreasing the hurdle rate and
eliminating the Lookback Period will each have the effect of making it more likely that Oaktree will earn an incentive fee on income;

 (c) Disclose in the FSFR Proxy Statement that increasing the catch up rate
for the incentive fee on income will have the effect of allowing such incentive fee to be earned more quickly by Oaktree; and

 (d) Add summary disclosure, based on the disclosure under “Comparison
of Fee Structures,” noting how the new fee arrangements will change fees payable to the investment adviser.

Response:

As requested, FSC and FSFR have
added the above-referenced disclosures to the applicable Proxy Statement.

 2. Under the heading “Purchase Agreement,” please add disclosure
that Oaktree will pay gross cash consideration of $320 million in connection with the Transaction.

 Response:

As requested, FSC and FSFR have
added the above-referenced disclosure to the Proxy Statements.

 3. Please disclose the date on which the Current Investment Advisory Agreement
for each of FSC and FSFR was approved by stockholders.

Response:

As requested, FSFR has added
disclosure setting forth the most recent date on which the applicable Current Investment Advisory Agreement was approved by stockholders.
FSC respectfully submits that similar disclosure appeared under the heading “Proposal 1 – Approval of New Investment
Advisory Agreement—Duration and Termination.”

 4. Please simplify the disclosure in the last sentence of the third paragraph
under the caption “Nature, Extent and Quality of Services to be Provided.”

Response:

As requested, FSC and FSFR have
simplified the disclosure in the last sentence of the third paragraph under the caption “Nature, Extent and Quality of Services
to be Provided.”

      Samantha Brutlag

July 24, 2017

Page 3

 5. Under the caption “Investment Performance” please delete
the March 31, 2017 portfolio statistics of Oaktree Strategic Income, LLC and include disclosure describing how the historical performance
of this fund compared against the applicable peer group.

Response:

As requested FSC and FSFR have
deleted the above-referenced portfolio statistics and have included disclosure describing how the historical performance of Oaktree
Strategic Income, LLC compared against the applicable peer group.

 6. We note that the public disclosures by Fifth Street Asset Management
Inc. regarding the Purchase Agreement refer to certain expense reimbursements and indemnification obligations. In your response
letter, please explain how such arrangements would not constitute an unfair burden to the stockholders of FSC and FSFR, as applicable,
for purposes of Section 15(f) of the 1940 Act. Please also confirm that disclosure is included in each Proxy Statement regarding
any payments or arrangements involving either FSC or FSFR considered by the applicable board of directors that might constitute
an unfair burden to the stockholders of FSC and FSFR, as applicable.

Response:

FSC and FSFR respectfully submit
that the above-referenced expense reimbursements and indemnification obligations would not constitute an unfair burden to the stockholders
of FSC and FSFR, as applicable, for purposes of Section 15(f) of the 1940 Act because such amounts are the obligation of Fifth
Street Management and Holdings and are not under any circumstance payable or reimbursable by either FSC or FSFR. FSC and FSFR confirm
that disclosure is included in each Proxy Statement addressing whether any payments or arrangements involving either FSC or FSFR
considered by the applicable board of directors that might constitute an unfair burden to the applicable stockholders.

 7. Please provide disclosure regarding any material interest, direct or
indirect, of any director of FSC or FSFR in any material transactions since October 1, 2016, or in any material proposed transactions,
to which Fifth Street Management was or is to be a party or confirm such disclosures have been provided.

Response:

FSC and FSFR confirm that the
above-referenced disclosures have been provided in the applicable Proxy Statement.

      Samantha Brutlag

July 24, 2017

Page 4

 8. In your response letter, please provide an analysis of why it is permissible
under the 1940 Act for Leonard M. Tannenbaum and Holdings to vote their shares of common stock in favor of the New Investment Advisory
Agreement.

Response:

FSC and FSFR respectfully submit
that Section 18(i) of the 1940 Act, as made applicable to business development companies by Section 61 of the 1940 Act, requires
each share of common stock to have equal voting rights. We are not aware of any instances in which a court or the Commission has
suggested that restriction of such equal voting rights is appropriate under the 1940 Act. Moreover, the 1940 Act specifically enumerates
those circumstances in which an incremental voting procedure or requirement is imposed. For example, Section 12(d)(1)(E) of the
1940 Act specifically requires mirror or pass-through voting where certain investment companies acquire greater than 3% of the
securities of an investment company or business development company, and Section 63(2)(A) of the 1940 Act specifically requires
a separate vote of shares owned by persons who are not affiliated persons of a business development company in connection with
the authorization of a business development company to issue shares of common stock at prices below then-current net asset value.
By contrast, Section 15(a) of the 1940 Act requires only that the investment advisory agreement be approved by “the vote
of a majority of the outstanding voting securities;” there is no provision pursuant to which any stockholder may be prevented
by the 1940 Act from voting its shares in favor of the approval of any investment advisory agreement. In fact, it is common practice
for the investment adviser or sponsor of a newly-organized investment company to hold 100% of the outstanding shares of such investment
company following funding of the seed capital and to vote all of those shares in favor of the initial investment advisory agreement.
On the basis of the foregoing, FSC and FSFR concluded that it is permissible under the 1940 Act for Leonard M. Tannenbaum and Holdings
to vote their shares of common stock in favor of the New Investment Advisory Agreement.

 9. Please confirm that there are no material pending legal proceedings required
to be disclosed.

Response:

FSC and FSFR confirm that there
are no material pending legal proceedings required to be disclosed in the Proxy Statements.

 10. Please revise the disclosure under Proposal 2 to specifically name each
director who is resigning upon closing of the Transaction.

Response:

As requested, the disclosure
under Proposal 2 in the Proxy Statements has been revised to specifically name each director who is resigning upon closing of the
Transaction.

      Samantha Brutlag

July 24, 2017

Page 5

 11. Please revise the tabular disclosure of director information under the
heading “Director and Executive Officer Information” to separate interested directors from Independent Directors.

Response:

As requested, the tabular disclosure
of the director information for interested directors under the heading “Director and Executive Officer Information”
has been separated from the Independent Directors.

 12. Please revise the disclosure regarding the material weakness to:

 (a) move the discussion to a standalone paragraph;

 (b) identify more specifically the nature of the material weakness; and

 (c) clarify that the conclusion that the material weakness was not the result
of a deficiency in independence also applies to the statement regarding board oversight.

Response:

As requested, the disclosure
regarding the material weakness has been revised in the manner requested above.

 13. In your response letter, please confirm that, unlike FSFR, FSC did not
form a committee in response to a stockholder demand relating to similar issues to those raised in recent litigation involving
FSC and its investment adviser and that no retainer for such a committee was paid to any director of FSC.

Response:

As requested, FSC confirms that
it did not form a committee in response to a stockholder demand and that no retainer for such a committee was paid to any director
of FSC.

* * * * * * * * * *

If you have any questions, please
feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com) or Matthew Carter
at 202.261.3395 (or matthew.carter@dechert.com). Thank you for your cooperation and attention to this matter.

      Samantha Brutlag

July 24, 2017

Page 6

Sincerely,

/s/ William J. Tuttle

William J. Tuttle

cc: Bernard D. Berman, Steven Noreika, and Kerry Acocella, Fifth Street Finance Corp. and Fifth Street
Senior Floating Rate Corp.

Todd E. Freed and Jon A. Hlafter,
Skadden, Arps, Slate, Meagher & Flom LLP

Rajib Chanda, Simpson Thacher
& Bartlett LLP

David Leahy and David Mahaffey,
Sullivan & Worcester LLP