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Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

December 22, 2010

 James
E. O’Connor, Esq.

 Attorney/Advisor

 Division of Investment Management

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:

FS Investment Corporation

Post-Effective Amendment No. 6 to the Registration Statement on Form N-2

filed on October 6, 2010 File Nos: 333-149374 and 814-00757

Dear Mr. O’Connor:

On behalf of FS Investment Corporation (the “Company”), set forth below is the Company’s response to
the comment letter 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 November 17,
2010, regarding Post-Effective Amendment No. 6 (“Post-Effective Amendment No. 6”) to the Company’s Registration Statement on Form N-2 (File No. 333-149374) (the “Registration
Statement”) and the prospectus included therein (the “Prospectus”). The Staff’s comments are set forth below in italics and are followed by the Company’s responses.

Cover Pages

 1. The disclosure
on page 7 states that GSO Capital Partners LP is also a sub-adviser of the Fund. Please correct the disclosure on page 7 or conform the disclosure in the first paragraph on the front cover.

Response: The disclosure on page 7 will be revised to identify GSO / Blackstone Debt Funds Management LLC (“GDFM”) as the
sub-adviser.

 2. Please add, as the penultimate sentence in the fifth paragraph, the following statement: “there is no
assurance that we will be able to complete a liquidity event.”

 Response: We will revise the cover page accordingly.

 3. Please replace the sixth paragraph, which describes the limited liquidity of the Fund’s

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securities, with the following statement in bold typeface:

 We
do not currently intend to list our shares on any securities exchange. Our shares are illiquid and it is unlikely you will be able resell them. If you are able to find a buyer, it is likely you will incur a loss on the sale. Although we may
institute a share repurchase program, the number of shares eligible for repurchase may be very limited. Accordingly, you should consider that you may not have access to the money you invest for at least five years.

Essentially, this same statement, in bold type, should also be placed immediately above the signature line on the application.

Response: We will revise the fifth paragraph of the cover page as follows:

“We do not currently intend to list our shares on any securities exchange and do not expect a public trading market to develop for
them in the foreseeable future. As such, our shares are illiquid. However, we intend to seek to complete a liquidity event between five and seven years following the completion of our offering stage. There can be no assurance that we will complete a
liquidity event within such time or at all. If we do not successfully complete a liquidity event, liquidity for an investor’s shares will be limited to the share repurchase program that we have instituted, but which we have no obligation to
maintain. With respect to our share repurchase program, we have limited the number of shares that we will offer to repurchase. As a result of the foregoing, an investment in our shares is not suitable for investors that require short-term liquidity.
In addition, stockholders may not receive a full return of invested capital upon selling their shares. See “Share Repurchase Program” and “Liquidity Strategy.””

 We have revised your suggested language in a couple of respects. First, the Company has established a quarterly repurchase program and has repurchased shares of its common stock in three separate tender
offers pursuant to the repurchase program. Second, while it is possible that an investor could incur a loss on his/her sale of shares of the Company’s common stock, this is not a certainty. The Company has made regular cash distributions equal
to an annualized yield of greater than 7% since inception, special cash distributions during 2010 equal to an annualized yield of nearly 1.2%, as well as a number of stock distributions since inception representing an approximately 22.6% return to
stockholders. In addition, the Company has incrementally increased its offering price from $10.00 per share to $10.50 per share as a result of the performance of its portfolio and an increased net asset value per share. As a result, we believe it is
more appropriate to state that “stockholders may not receive a full return of invested capital upon selling their shares” as disclosed elsewhere in the Prospectus, rather than to indicate that an investor will “likely” incur a
loss.

 4. Please revise the statement required by Item 1.1.j. of Form N-2 to state that investing in the Fund should be
considered “highly speculative” and “involving an extremely high degree of risk.”

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 Response: We respectfully submit that the Staff’s suggested revision does not accurately
characterize the Company’s offering and the historical performance of the class of investments the Company makes as well as the historical performance of the Company’s sub-adviser, GDFM. The Company primarily invests in senior secured
loans (both first and second lien) issued by private U.S. companies. These loans are secured by substantially all of the assets of the issuing companies. The Credit Suisse Leveraged Loan Index, which tracks the performance of this class of loans,
has shown an average annual default rate of senior secured loans over the past 12 years of 3.58%, with a recovery rate on such defaults of 65%, which has resulted in an annual loss rate of 1.25%. GDFM, over the same period, has had a default rate of
0.99%, with a recovery rate of 67%, which has resulted in an annual loss rate of only 0.33%. We also believe that it is important to recognize that the Company has made investments in an aggregate of more than 150 portfolio companies since
commencing operations in January 2009 and has experienced no defaults to date. Due to the tendency of the Company’s investments to preserve most, if not all, of their principal values, in aggregate, even under adverse scenarios, we do not
believe it is appropriate to characterize the offering as “highly” speculative and involving an “extremely” high degree of risk. We do, however, think it is important that investors understand the risks involved in the offering
and have included, since being declared effective on September 18, 2008, language on the cover page that states (in bold):

“Investing in our common stock may be considered speculative and involves a high degree of risk, including the risk of a substantial
loss of investment. See “Risk Factors” beginning on page 31 to read about the risks you should consider before buying shares of our common stock, including the risk of leverage.”

5. Please do not bold the paragraph that includes the commission legend, required by Rule 481(b)(1) under the 1933 Act.

Response: We will revise the cover page accordingly.

 6. Please present the Fund’s pricing table in conformity with the table shown in Instruction 5 to Item 1.1.g. of Form N-2. As in the fee table, on page 19, “sales commissions” and
“marketing support fees” are components of “sales load” and they may be broken out only in a footnote to the pricing table.

 Response: Assuming the Staff is referring to dealer manager fees instead of “marketing support fees”, we will revise the pricing table on the cover page accordingly.

7. Immediately after the pricing table, on the front cover, please include the following statement: “Because you will pay a sales load of 10% and
offering expenses of 1.5%, if you invest $100 in Fund shares, only $88.50 will actually be invested in the Fund. See “Estimated Use of Proceeds,” on page 52.”

 Response: We will revise the cover page to include the following below the pricing table:

 “Because you will pay a sales load of up to 10% and offering expenses of up to 1.5%, if you invest $100 in the Company’s shares and pay the full sales load,

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between $88.50 and $90.00 will actually be used by us for investments. See “Estimated Use of Proceeds” on page 52.”

 The changes to your suggested disclosure were made to reflect the fact that the 1.5% expense figure is a reimbursement of actual expenses, which may be less than 1.5%. In addition, while certain
categories of purchasers will pay a reduced sales load, we will assume for purposes of the disclosure above that all investors are subject to the full 10% sales load.

 8. Please disclose, on the front cover, the following: (1) the loans in which the Fund invests will generally not be rated by any rating agency; (2) if they were rated, they would be below
investment grade or “junk;” (3) indebtedness of below investment grade quality is regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

 Response: We have considered the Staff’s comment and believe that the existing disclosure is adequate. A substantial portion
of the Company’s investment portfolio is rated at an average of B2 on the Moody’s scale. Credit ratings, however, are intended to reflect the probability of default, rather than the expected recovery and ultimate rate of loss (which is
equal to (x) the probability of default, multiplied by (y) (1 minus the expected recovery rate)). The recovery rates for senior secured loans are typically substantial and the loss rates are correspondingly low. As discussed above, the
Credit Suisse Leveraged Loan Index, which tracks the performance of senior secured loans, has shown an average annual default rate of senior secured loans over the past 12 years of 3.58%, with a recovery rate on such defaults of 65%, which has
resulted in an annual loss rate of 1.25%. Bonds, on the other hand, historically have exhibited a 5% default rate, 30-40% recovery rate and 3.0-3.5% annual loss rate. As a result, comparing credit ratings of senior secured loans to those of bonds
(which we believe the requested disclosure would lead investors to do) is not a meaningful comparison. We therefore do not believe it is appropriate for the Staff’s requested disclosure to be added to the cover page of the Prospectus. We note
that disclosure relating to the risks of debt securities of private companies is found throughout the Prospectus, including in the “Risk Factors” section.

 9. Please state on the front cover, the kinds of investors for whom the Fund will not be a suitable investment.

 Response: We will revise the cover page to include the following statement:

“An investment in our shares is not suitable for all investors. See “Suitability Standards” for information on the
suitability standards that investors must meet in order to purchase shares of our common stock in this offering.”

 10. The disclosure,
on page 48, indicates that investments in the Fund are subject to dilution. Please mention the risk of dilution on the front cover page together with a citation to the discussions of dilution risk in the body of the prospectus.

Response: We will revise the cover page to add the following:

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 “We intend to continue to issue shares of our common stock in this offering. As a
result, your ownership in us is subject to dilution. See “Risk Factors – Risks Relating to an Investment in Our Common Stock – A stockholder’s interest in us will be diluted if we issue additional shares, which could reduce the
overall value of an investment in us.”

 Prospectus Summary

 1. Has the Fund concentrated its investments in any industry or groups of industries? If so, please disclose this information.

 Response: We direct the Staff to page 59 of Post-Effective Amendment No. 6, which contains a table that describes investments by industry classification and enumerates the percentage, by fair
value, of the total portfolio assets in such industries as of June 30, 2010 and December 31, 2009. The Company does not believe that its portfolio has any significant concentrations that warrant enhanced disclosure.

2. With respect to the subsection, “Distributions” on page 3, we are now in the fourth quarter. Has the board determined to pay monthly
distributions?

 Response: The Prospectus will be revised to include updated information about the Company’s operations,
including distributions declared and paid to date. Consistent with the language in the Prospectus, the Company’s board of directors began making monthly distributions to stockholders beginning with the distributions declared in October 2010.
The board of directors, however, retains the right to pay distributions on either a quarterly or monthly basis in the future. If the board of directors determines to revert to paying quarterly distributions, this will be reflected in a press release
filed as part of a Form 8-K, as well as in a supplement to the Prospectus.

 3. The same subsection states that “no portion of
the distributions paid during the twelve months ended December 31, 2009 represented a return of capital for tax purposes.” Please disclose how of the distributions during this period was some form of original issue discount or non-cash
accruals? Please disclose how much of the distributions during the twelve months ended December 31, 2010, will be some form of original issue discount or non-cash accruals.

 Response: As discussed much more fully in our response to Comment No. 2 under “Risk Factors,” very little of the Company’s non-cash accrual income results from “original
issue discount” or paid-in-kind (“PIK”) interest. Rather, the vast majority of such non-cash income is the result of the Company purchasing loans at discounts to par value from other investors in the secondary market for
such loans. These discounts can largely be attributed to the timing of the Company’s launch, which coincided with the nadir of the credit crisis at the end of 2008 and beginning of 2009. As discussed more fully in our response to Comment
No. 2 under “Risk Factors,” these non-cash accruals are expected to represent a declining portion of the Company’s investment income going forward. Notwithstanding the foregoing, the Company will add a footnote to the table
appearing in the section entitled “Distributions” at the bottom of page 58 of Post-Effective Amendment No. 6 which sets forth the percentage of the Company’s historical

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gross investment income for the applicable periods which resulted from cash interest income, on the one hand, and non-cash accretion of discount and PIK interest, on the other hand. Because
distributions are paid from net investment income, rather than gross investment income, the Company cannot identify the specific percentage of net investment income that comes from non-cash accruals. In addition, the requested
information is discussed more fully under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 Portfolio Update, page 4

 1. It appears that a significant amount of the yield
may be the result of increases in the principal amounts of the loans and that every loan in the portfolio increased in value over the period. Please clarify this issue for us.

 Response: As of August 13, 2010 (the date of the most recent portfolio information disclosed on pages 4 and 81 of Post-Effective Amendment No. 6), the gross annual portfolio yield was
9.0%, of which approximately 15% (or 1.4% annual yield) was from accretion of discount and other non-cash accruals and approximately 85% (or 7.6% annual yield) was from cash interest. The percentage of income resulting from non-cash accruals as of
such date is substantially less than the historical figures cited by the Staff in its Comment No. 2 under “Risk Factors.”

 As discussed more fully in our response to Comment No. 2 under “Risk Factors,” when the Company commenced operations, the average trading price of senior secured loans in the secondary
market was