SecProbe.io

CORRESP
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    Simpson Thacher & Bartlett llp

    900 G STREET NW

    Washington, D.C. 20001

    telephone: +1-212-455-2000

    facsimile: +1-212-455-2502

    Direct Dial Number

    (202) 636-5592

    E-mail Address

    steven.grigoriou@stblaw.com

March 15, 2024

Via EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christina DiAngelo Fettig and Shandy Pumphrey

 Re: Franklin BSP Capital Corporation

Review of SEC Filings, Including Annual Report on Form 10-K for Fiscal Year Ended December 31, 2022

File No. 814-01360

Dear Mses. Fettig and Pumphrey:

On behalf of Franklin BSP Capital Corporation
(the “Company”), a business development company, we hereby provide responses to the comments received verbally from the staff
(the “Staff”) of the Division of Investment Management of the U.S. Securities and Exchange Commission (the “Commission”)
on January 2, 2024 relating to the Company’s filings with the Commission, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 that was filed with the Commission on March 15, 2023 (the “Form 10-K”) and made in response to
an initial response letter filed on behalf of the Company on December 28, 2023 (the “Initial Response Letter”).

For your convenience, a transcript of the Staff’s
comments is included in this letter, and each comment is followed by the Company’s response. Capitalized terms used in this letter
and not otherwise defined herein shall have the meanings specified in the Form 10-K.

 1. Regarding the Company’s response to comment 2 in
the Initial Response Letter, please confirm why EDGAR was closed on April 2, 2021 and whether the 8-K filed on April 7, 2021 was timely
filed. If not, explain the context for the delinquent filing and discuss whether and how the Company has modified its policies and procedures
to ensure that future filings will be timely made.

Response: Although April
2, 2021 was Good Friday and was a day in which both markets and banks in New York were closed, EDGAR was open. As a result, the Company’s
8-K filed on April 7, 2021 may appear to have been a delinquent filing. However, the 8-K was filed on a voluntary basis under Item 1.01
– Entry into a Material Definitive Agreement of Form 8-K because the Company was conducting a private placement offering, and each
closing completed under such offering was done so in the ordinary course of the Company’s business. The Company submits that the
information disclosed in the 8-K should have been disclosed under Item 8.01 – Other Events of Form 8-K instead. In the future, to
the extent there is a closing in the ordinary course of the Company’s business and a corresponding 8-K is filed, the Company will
include the disclosure under Item 8.01 – Other Events. Further, the Company notes that for purposes of the above-referenced disclosures,
a “closing” is a closing of capital commitments and is not meant to refer to the issuance of shares, which would trigger a
disclosure to be made under Item 3.02 – Unregistered Sale of Equity Securities of Form 8-K.

March 15, 2024

 2. The Company’s response to comment 14 in the Initial
Response Letter indicates: “The Company does not have any majority owned or controlled investments. Therefore, no portfolio company
meets the definition of a significant subsidiary.” Per Page F-50 of the Form 10-K, Encina Equipment Finance, LLC (“Encina”)
is controlled. It is also noted as controlled with footnote (k) in the Schedule of Investments. Please supplementally provide the significant
subsidiary calculations for this investment.

Response: Rules 3-09 and
4-08(g) of Regulation S-X generally require the inclusion of separate audited financial statements or summary financial information, as
applicable, for significant subsidiaries that are either majority-owned subsidiaries that are not consolidated or and that are 50% or
less owned subsidiaries. A “subsidiary” of a specified person (i.e., the Company) is defined in Rule 1-02(x) of Regulation
S-X as an affiliate controlled by such person directly, or indirectly through one or more intermediaries. Pursuant to the American Institute
of CPAs Investment Companies Expert Panel held on October 15, 2013, for purposes of Rules 3-09 and 4-08(g), the definition of “control”
as it is used in the Regulation S-X Rule 1-02(x) definition of “subsidiary” is based on the 1940 Act definition in Section
2(a)(9), which includes the presumption that a person who owns more than 25% of the voting securities of the company has control.1
Here, the Company owns less than 25% of the voting securities of Encina. Therefore, the Company is of the view that Encina was not a subsidiary
of the Company as defined in Rule 1-02(x) of Regulation S-X. Encina was not an affiliate controlled by the Company directly or indirectly
through the Company’s intermediaries. The Company disclosed Encina as a controlled investment as a conservative measure because
its ownership of Encina combined with that of Franklin BSP Lending Corporation (“FBLC”), a business development company under
common control with the Company, resulted in the Company and FBLC owning an aggregate amount exceeding 25% of Encina’s voting securities.

* * *

1 See
                                            Investment Companies Expert Panel, AICPA, III.5 (October 15, 2023), https://us.aicpa.org/content/dam

  /aicpa/interestareas/frc/industryinsights/downloadabledocuments/inv/inv-ep-minutes/inv-expertpanel-minutes-2011-2017-archive.pdf

    2

March 15, 2024

Please call Rajib Chanda (202-636-5543)
or me (202-636-5592) with any questions you may have regarding this filing or if you wish to discuss the above responses.

    Very truly yours,

    /s/ Steven Grigoriou

    Steven Grigoriou

    cc:

    Richard J. Byrne, Franklin BSP Capital Corporation

    Nina K. Baryski, Franklin BSP Capital Corporation

    Rajib Chanda, Simpson Thacher & Bartlett LLP

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