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Faegre Drinker Biddle & Reath
LLP

191 N. Wacker Drive, Suite 3700

Chicago, IL 60606-1698

(312) 569-1000 (Phone)

(312) 569-3000 (Facsimile)

www.faegredrinker.com

July 31, 2020

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamilton and Ryan Sutcliffe

Re:     FlowStone
                                         Opportunity Fund (the “Fund” or the “Registrant”) (File Nos.
                                         333-225212; 811-23352); Response to Examiner Comments on POS 8C

Dear Ms. Hamilton and Mr. Sutcliffe:

This letter
responds to the staff’s comments that you provided via telephone on July 22, 2020 and July 29, 2020, in connection with your
review of Post-Effective Amendment No. 3 under the Securities Act of 1933, as amended (the “1933 Act”) and Amendment
No. 7 under the Investment Company Act of 1940, as amended (the “1940 Act”) to the Fund’s registration statement
(“Registration Statement”) on Form N-2. As previously discussed with the staff, the changes to the Fund’s disclosure
discussed below will be reflected in a filing made pursuant to Rule 497 under the 1933 Act.

For your
convenience, we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

Accounting Comments

 1. Please discuss supplementally the Fund’s method for accounting for offering costs, including
citations to applicable U.S. GAAP.

The
offering costs that the Fund incurred prior to commencement of operations primarily included legal fees, typesetting,
printing and filing fees for the preparation of the initial registration statement. FASB ASC 946-20-25 and 946-20-35-5
outline U.S. GAAP accounting treatment related to offering costs. Offering costs of closed-end funds with a continuous
offering period should be accounted for as a deferred charge until operations begin and thereafter be amortized to expense
over a time period not to exceed 12 months on a straight-line basis. This treatment is consistent with how the Fund is
currently accounting for offering costs.

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 2. Footnote 7 to the Fee Table states in part that “The Expense Limitation Agreement also
provides that, from the Initial Closing Date (August 30, 2019) until December 31, 2020, the Adviser agrees to waive fees payable
to it by the Fund on assets held in cash or cash equivalents less the total amount of capital committed by the Fund and not yet
drawn for investment.” The Fund’s statement of operations as of March 31, 2020 show that the Fund held a significant
amount of assets in cash and cash equivalents. It appears that only approximately 35% of the Management Fee was waived, when cash
and cash equivalents represented a much greater percentage of the Fund’s net assets. Please explain the discrepancy and confirm
that the Fund is operating in accordance with its expense limitation agreement.

Management
has performed an additional review of the management fee and waiver calculation for fiscal year 2020, and agrees with the amounts presented in the Fund’s
audited financial statements. While the Fund did hold a significant amount of assets in cash and cash equivalents, it also held
a significant amount of capital that was committed by the Fund which was not drawn for investment. Management can also confirm
that the Fund is operating in accordance with its expense limitation agreement.

Disclosure Comments

 3. On page 10 of the Statement of Additional Information, in the “Principal Occupation(s)
During the Past 5 Years and Other Directorships Held by The Trustee” column of the table disclosing information on the Independent
Trustees, the staff is unable to determine the principal occupations for Messrs. Gull and Moskow for the past 5 years as required
by Item 18.1 of Form N-2. Please clarify and adjust accordingly.

The Registrant
will revise the disclosure for Messrs. Gull and Moskow as follows (new language is bolded):

    NAME, ADDRESS^

    AND YEAR OF BIRTH

    POSITION(S)

     WITH THE

     FUND

    LENGTH OF

    TIME SERVED*

    PRINCIPAL

    OCCUPATION(S)

    DURING PAST 5 YEARS

    AND OTHER

     DIRECTORSHIPS** HELD

    BY THE TRUSTEE

    PORTFOLIOS IN

    FUND COMPLEX

    OVERSEEN BY TRUSTEE

    OTHER

    DIRECTORSHIPS

    HELD BY

    THE TRUSTEE

    Jason S. Gull

Birth year: 1970

    Trustee

    Since Inception

    Retired (since 2016); Partner, Head of Secondary Investments, and Member of the Executive Committee at Adams Street Partners, LLC (2004-2016).

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    Trustee, Utah School & Institutional Trust Funds Office; Advisory Board Member, Cougar Capital, a Brigham Young University affiliated investment fund; Member of the Brigham Young University Marriott School of Business National Advisory Council.

    Michael H. Moskow

Birth year: 1938

    Trustee

    Since Inception

    Retired (since 2014); Consultant, Board and Advisory Board Member, and Board Member, Taylor Capital Group (2008-2014).

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    CityBase, Board Member; Discover Financial, Inc., Board Member; Educational Corporation of America, Board Member; National Futures Association, Board Member; and Commonwealth Edison, a subsidiary of Exelon, Board Member.

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 4. On
                                         page 14 of the Statement of Additional Information, the paragraph discussing the Valuation
                                         Committee states in part that “[t]he Valuation Committee is also comprised of employees
                                         of Foreside Fund Officer Services, LLC that serve as officers of the Fund and employees
                                         of the Administrator who serve as senior accounting and financial reporting contacts
                                         for the Fund.” Please provide the names of these officers that are on the Valuation
                                         Committee pursuant to Item 18.5(b)(2).

The Registrant
will revise this disclosure as follows (new language is bolded):

The Board has
approved valuation procedures for the Fund (the “Valuation Procedures”), and has appointed a separate Valuation Committee
and delegated to the Valuation Committee the responsibility to determine the fair value of the Fund’s investments. The Valuation
Committee oversees the implementation of the Valuation Procedures, and may consult with representatives from the Fund’s outside
legal counsel or other third-party consultants in their discussions and deliberations. The Committee is comprised of the following
members of the Adviser and the Board: Eric Liss, Kenny Lower and Scott Conners and Marek Herchel. The Valuation
Committee is also comprised of Trent Statczar, Treasurer and CFO of the Fund and Brandon Kipp, CCO of the Fund, each employees
of Foreside Fund Officer Services, LLC, that serve as officers of the Fund and Eric Liss and Kenny Lower,
each employees of the Administrator who serve as senior accounting and financial reporting contacts for the Fund. During the
fiscal period from August 30, 2019 (Commencement of Operations) to March 31, 2020, the Valuation Committee met two times.

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 5. On page 20 of the Statement of Additional Information, under the heading “Independent
Registered Public Accounting Firm; Legal Counsel,” the staff notes that the disclosure regarding PricewaterhouseCoopers LLP’s
identification of its violation of Public Company Accounting Oversight Board Rule 3523 (“PCAOB Rule 3523”) was removed.
Please explain why it is appropriate to remove this PwC accounting related disclosure so soon after it has been placed here.

The Registrant notes that the
disclosure regarding the PCAOB Rule 3523 violation was included in its registration statement dated April 17, 2020, and that similar
disclosure was included in its annual report on Form N-CSR filed on June 11, 2020. The Registrant believes the inclusion of the
disclosures in these two publicly available documents sufficiently communicates the matter to applicable users
of the financial statements for the impacted period. The disclosure was originally included in the Registration Statement due
to the timing of the identification of the matter and the completion of a consultation by the Registrant's independent registered
public accounting firm with the Staff of the SEC as the Registrant's first periodic filing was not yet due. Once the disclosure
was included in a periodic filing, the Registrant believed it was no longer necessary to continue to repeat the disclosure.

We trust
that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned
at (312) 569-1107, or, in my absence, to Joshua Lindauer at (215) 988-2738.

    Sincerely,

    /s/ David L. Williams

    David L. Williams

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