SecProbe.io

September 12, 2013
 VIA E-MAIL
 Thomas Friedmann, Esq. Dechert LLP 1900 K Street, NW Washington, DC  20006-1110
Re: PennantPark Floating Rate Capital Ltd.
File Nos. 333-190602 & 814-891
Dear Mr. Friedmann:
We have reviewed the registration statemen t for PennantPark Floating Rate Capital Ltd.
(the “Fund”) filed on Form N-2 on August 13, 2013, in  connection with the shelf registration of
common stock, preferred stock, warrants, subscripti on rights, and debt secu rities.  Based on our
review of the registration statement, we have  the following comments.  The captions we use
below correspond to the captions the Fund uses in its registration statement.
PROSPECTUS:

Prospectus Summary — Leverage (Page 2)

1. This section states that the F und expects to continue to use le verage to make investments.
Please disclose the amount of leverage the Fund exp ects to use as a percentage of net assets and
as a percentage of managed assets.  Please also disclose that the Fund cu rrently borrows from a
Credit Facility.
Fees and Expenses — Example (Page 4)

2. The example provides two lines showing the hypothetical costs of an investment, one
assuming that the Fund’s 5% retu rn is due entirely to realized capital gains.  Currently, the
captions for both lines are the same.  Please cons ider adding parentheticals to the captions to
indicate that one assumes all returns are due to realized capital gains.

GENERAL COMMENTS:

3. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statement.

Thomas Friedmann, Esq.
September 12, 2013 Page 2

 4. We note that portions of the filing are inco mplete.  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 info rmation supplied supplementally, or on exhibits added in any pre-
effective amendments.  5. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective in reliance on Rule 430A under the Securities Act
of 1933 ("Securities Act"), pleas e identify the omitted inform ation to us supplementally,
preferably before filing the final pre-effective amendment.  6. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection wi th your registration statement.
 7. Response to this letter shoul d be in the form of a pre-e ffective amendment filed pursuant
to Rule 472 under the Securities Act.   Where no change will be made  in the filing in response to
a comment, please indicate this fact in a supplemental letter a nd briefly state the basis for your
position.  8. 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 informed decision.  Since the Fund  and its management are in possession of all
facts relating to the Fund’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 Notwithstanding our comments, in the ev ent the Fund requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the F und from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and
 the Fund may not assert this action as de fense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion 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 registration
statement as a confirmation of the fact that those requesting accelera tion are aware of their

Thomas Friedmann, Esq.
September 12, 2013 Page 3

 respective responsibilities.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
* * * * * * *
 If you have any questions prior to filing a pr e-effective amendment, please call me at
(202) 551-6945.

Sincerely,
               /s/ John M. Ganley
  John M. Ganley
Senior Counsel