SecProbe.io

CORRESP
 1
 filename1.htm

 Cira Centre

 2929 Arch Street

 Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

 +1 215 994 2222 Fax

 www.dechert.com

 Eric Siegel

 Partner

 eric.siegel@dechert.com

 +1 215 994 2757 Direct

 +1 215 655 2757 Fax

 December 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Investment Management

 Disclosure Review and Accounting Office

 100 F Street, N.E.

 Washington, DC 20549

 Attention: David Manion, Esq.

 Re: FS KKR Capital Corp.
 Form 10-K (File No. 814-00757)

 FS Specialty Lending Fund

 Form 10-K (File No. 814-00841)

 Dear Mr. Manion:

 On behalf of FS KKR Capital Corp. (" FSK ")
and FS Specialty Lending Fund (" FSSL " and, together with FSK, the " Companies "), we hereby respond
to the comments provided by the staff of the Division of Investment Management (the " Staff ") of the Securities and
Exchange Commission in a telephone call on September 25, 2025 regarding each Company's Annual Report on Form 10-K for
the year ended December 31, 2024. For your convenience, a summary of each of the Staff's comments is numbered and presented
in bold, italicized text below, and each comment is followed by the Companies' response.

 1. Comment : The Company is required to ensure that all financial data included in its filings
are properly tagged using the standardized XBRL taxonomy. For example, on the schedule of investments, the Company is required to utilize
tags such as "(US-GAAP:InvestmentTypeAxis)" for the total senior secured loans-first lien/second lien/subordinated debt and
 "(US-GAAP:OpenSwapContractidentifierAxis)" for the interest rates table. Going forward, please utilize appropriate taxonomy
and tags for items required to be tagged.

 Response : Each Company
acknowledges the Staff's comment and undertakes to utilize appropriate taxonomy and tags in future filings.

 Division of Investment Management
 December 15, 2025
 Page 2

 2. Comment : Rule 13a-14 under the Securities Exchange Act of 1934, as amended (the " Exchange
Act "), requires that the principal executive officer and the principal financial officer of the Company sign the certifications
required by Section 302 and Section 906 of Sarbanes-Oxley Act of 2002, which are filed or furnished with the Company's
filings. Please confirm the individuals who signed such certifications as filed or furnished with the Company's filings are the
principal executive officer and principal financial officer of the Company. Going forward, please confirm that such titles will be included
in the signed certifications.

 Response : Each Company
acknowledges the Staff's comment and confirms that the individuals identified as the Company's chief financial officer and
chief executive officer in the Section 302 and Section 906 certifications filed or furnished with the Company's Exchange
Act periodic reports are in fact the Company's principal financial officer and principal executive officer, respectively, and the
Company will reflect the appropriate titles of certifying officers in certifications included with future filings.

 3. Comment : Please confirm that the Company intends to qualify as a "non-diversified"
company under Section 5 of the Investment Company Act of 1940, as amended (the " 1940 Act ").

 Response : Each Company
discloses that it is classified as a "non-diversified company" under the 1940 Act because it may, from time to time, take
positions that would not permit it to qualify as a "diversified company" under Section 5 of the 1940 Act. Each Company
confirms that this continues to be the case.

 4. Comment : Please confirm if any of the loans held by the Company are unitranche or co-lending
arrangements (i.e., lender A pays lender B to take a later payment priority than is reflected in the loan agreement). If the Company holds
any co-lending arrangements, please supplementally notify the Staff of the following:

 a. whether the Company has any specific accounting policies that apply to co-lending arrangements;

 b. whether the valuation of these investments takes into account the payment prioritization/payment
waterfalls;

 Division of Investment Management
 December 15, 2025
 Page 3

 c. the impact of such arrangements on the calculation of interest income under the effective interest
method; and

 d. whether any of the co-lenders under the arrangements are affiliates.

 Response : Each Company
confirms that it holds unitranche loans but does not hold any co-lending arrangements.

 5. Comment : Please confirm whether any loans held by the Company are "covenant lite"
loans (i.e., loans that lack certain financial maintenance covenants), the extent of these loans and if the risks are adequately disclosed.
If necessary, please revise the principal risk disclosures to include the heightened risk associated with these loans.

 Response : Each Company
confirms that it holds covenant lite loans, but it is not part of the Company's principal investment strategy. Each Company undertakes
to consider and, as appropriate, to add additional risk disclosure to its future filings.

 6. Comment : Going forward, please revise the Cash and Cash Equivalents footnote to clearly disclose
whether the Company categorizes its investments in money market funds as cash equivalents and which amounts are backed by the Federal
Deposit Insurance Corporation.

 Response : Each Company
undertakes to update the applicable disclosure in its future filings.

 * * * * * * *

 Division of Investment Management
 December 15, 2025
 Page 4

 If you have any questions or if you require additional
information, please do not hesitate to contact the undersigned by telephone at Eric S. Siegel at (215) 994-2757 (or by email at eric.siegel@dechert.com),
or Clay Douglas at (202) 261-3326 (or by email at clay.douglas@dechert.com).

 Sincerely,

 /s/ Eric S. Siegel

 Eric S. Siegel

 cc:
 Stephen S. Sypherd, Esq.

 FS KKR Capital Corp. and FS Specialty Lending Fund

 Clay Douglas, Esq.

 Dechert LLP

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CORRESP

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

 JAMES A. LEBOVITZ

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

+1 215 655 2510 Fax

 September 3, 2021

 VIA
EDGAR

 Ray Be

 Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

 100
F Street, N.E.

 Washington, DC 20549

Re:
 FS KKR Capital Corp.

Preliminary Proxy Statement on Schedule 14A (File No. 814-00757)

Dear Mr. Be:

 On behalf of FS KKR Capital Corp. (the
“Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(“SEC”) in a telephone conversation on August 25, 2021 regarding the Company’s Preliminary Proxy Statement on Schedule 14A filed on August 17, 2021 (the “Proxy Statement”). For your convenience, a
summary of the Staff’s comments is presented in bold, italicized text below, and is followed by the Company’s responses, which include references to the changes the Company will reflect in the Company’s Definitive Proxy Statement on
Schedule 14A to be filed with the Commission (the “Definitive Proxy Statement”) in response to such comments. Unless otherwise indicated, all page references are to page numbers in the Proxy Statement. Capitalized terms used herein
but not defined shall have the meanings ascribed to them in the Proxy Statement.

 General

Page 7

 1.
    The Staff notes the Company’s board of directors’ policy with respect to considerations of diversity in the nomination of directors. Please supplementally confirm that the nominees for election as
director at the 2021 annual meeting of stockholders were nominated in accordance with this policy, or explain why not.

 The Company supplementally
confirms that each of the nominees for election as director at the 2021 annual meeting of stockholders was nominated in accordance with the board of directors’ and the nominating and corporate governance committee’s policy with respect to
considerations of diversity in the nomination of directors.

 Page 42

2.     In the Submission of Stockholder proposals section, please include disclosure required by subsections (1) and (2) of Rule
14a-5(e).

 The Company respectfully submits that Page 42 of the Proxy Statement discloses the deadline for
submitting shareholder proposals for inclusion and the date after which notice of a shareholder submitted proposal is considered untimely. The Company has supplemented the disclosure to make specific reference to Rule 14a-8.

 * * * * * * *

If you have any questions or if you require additional information, please do not hesitate to contact me at (215)
994-2510.

 Sincerely,

 /s/ James A. Lebovitz

James A. Lebovitz

 Cc: Eric Siegel, Dechert LLP

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Acceleration Request

 FS KKR CAPITAL CORP.

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

 February 25, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

Attention:
 Karen Rossotto

 Mindy Rotter

Re:
 FS KKR Capital Corp.

 Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14

File Number 333-251667

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, FS KKR
Capital Corp., a Maryland corporation (the “Company”), respectfully requests acceleration of the effective date of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14 (File No. 333-251667) (the “Registration Statement”) so that such Registration Statement may be declared effective at 4:00 p.m. on Friday,
February 26, 2021, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to
Eric Siegel of Dechert LLP at (215) 994-2757, and that such effectiveness also be confirmed in writing.

Very truly yours,

FS KKR CAPITAL CORP.

By:

/s/ Stephen S. Sypherd

Name:

Stephen S. Sypherd

Title:

General Counsel and Secretary

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CORRESP

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

Eric S. Siegel

 eric.siegel@dechert.com

 +1 215 994 2757
Direct

 +1 215 655 2757 Fax

 February 25, 2021

 VIA EDGAR

 FS KKR Capital Corp.

 Securities and Exchange
Commission

 Division of Investment Management, Disclosure Review and Accounting Office

100 F Street, N.E.

 Washington, DC 20549

Attention: Karen Rossotto and Mindy Rotter

Re:

Registration Statement on Form N-14 (File No. 333-251667)

 Dear Ms. Rossotto and Ms. Rotter:

On behalf of FS KKR Capital Corp. (the “Company” or “FSK”), set forth below are the Company’s responses
to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in telephone conversations on January 22, 2021,
February 11, 2021, February 16, 2021, February 18, 2021 and February 23, 2021 regarding the Company’s Registration Statement on Form N-14 (File
No. 333-251667) filed with the Commission on December 23, 2020 (the “Registration Statement”) and the prospectus included therein.

For your convenience, a summary of the Staff’s comments is numbered and presented in bold, italicized text below, and each comment is
followed by the Company’s response. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Registration Statement. Unless otherwise specified, all page references are to page numbers in the Registration
Statement. Pre-Effective Amendment No. 1 to the Registration Statement (“Pre-Effective Amendment No. 1”) is being filed with the
Commission concurrently herewith.

 Accounting Comments

General

1.
 The accounting analysis supplementally provided to the Staff by the Fund Parties on
December 23, 2020 makes reference to September 30, 2019 with respect to the portfolio holdings of each Fund Party. Confirm supplementally whether this a typo and should be
September 30, 2020. If not, supplementally provide updated amounts for both September 30, 2020 and December 31, 2020.

The Company supplementally confirms that reference to September 30, 2019 in the accounting analysis referenced was a typo. The Company has submitted to
the Staff an updated accounting analysis reflecting this revision.

2.
 Supplementally confirm that updated auditor consents will be filed with the amendment or amendments to
the Registration Statement.

 The Company supplementally confirms that updated auditor consents for each of FSK and FSKR will be
filed with the amendment or amendments to the Registration Statement to the extent required.

 Questions and Answers

Page 9

3.
 Under “How do the Fund Parties’ investment objectives and strategies differ from one
another?” the Registration Statement states that “the Advisor does not anticipate any significant portfolio repositioning in connection with the Merger.” If portfolio repositioning will occur, describe in the amendment(s) to the
Registration Statement what such repositioning means.

 The Company has revised the disclosure to clarify that the Advisor does
not anticipate “any material portfolio repositioning” as a result of the Merger in light of the Fund Parties’ identical investment objectives and strategies and portfolio overlap. In addition, the Company has clarified that the
Company expects the combined company’s investment portfolio to continue to experience partial and full repayments during the normal course of business. Upon the occurrence of these partial and full repayments, the Company expects to redeploy
proceeds received into new investment opportunities which the Company expects will be consistent with the investment objective and strategies of the Fund Parties today. The Company also expects to invest available cash on hand and proceeds from
future debt and equity offerings into new investment opportunities consistent with its investment objective and strategy.

 Comparative Fees and
Expenses

 Pages 28

4.
 In the first paragraph, add a sentence that discloses that date on which the information presented in the
tables is based.

 The Company has revised the disclosure on page 31 of Pre-Effective
Amendment No. 1 accordingly.

5.
 Supplementally confirm that the comparative fees and expenses table will be updated with current
information (based upon the timing of the amendment(s) to the Registration Statement) or, alternatively, that the fees presented represent current fees.

The Company supplementally confirms that the information included in the comparative expenses table is based on the most current information contained in the
Fund Parties’ most recently filed quarterly reports on Form 10-Q for their respective quarters ended September 30, 2020.

Page 29

6.
 With respect to footnote 5 to the comparative fees and expenses table, clarify the disclosure to confirm
that the pro forma amounts reflect the Proposed FSK Investment Advisory Agreement since the Merger is conditioned on the approval of the Proposed FSK Investment Advisory Agreement.

The placement of the footnotes has been revised to clarify that footnote 5 (footnote 6 in Pre-Effective Amendment
No. 1) relates to the existing investment advisory agreements of the Fund Parties and footnote 6 (footnote 7 in Pre-Effective Amendment No. 1) relates to the Proposed FSK Investment Advisory
Agreement.

7.
 Review the disclosure in footnotes 5 and 6 to the comparative fees and expenses table and confirm
supplementally that these two footnotes do not contradict each other (i.e., that footnote 5 refers to the applicable investment advisory agreement in effect as of the filing of the Registration Statement and footnote 6 refers to the Proposed FSK
Investment Advisory Agreement).

 2

 The placement of the footnotes has been revised to clarify that footnote 5 (footnote 6 in Pre-Effective Amendment No. 1) relates to the existing investment advisory agreements of the Fund Parties and footnote 6 (footnote 7 in Pre-Effective Amendment
No. 1) relates to the Proposed FSK Investment Advisory Agreement.

 Page 30

8.
 Review the wording of the second sentence under “Example” and add reference to an assumed 5%
annual return as required by the Staff.

 The Company has revised the disclosure on page 34 of Pre-Effective Amendment No. 1 accordingly.

 Capitalization

Page 34

9.
 Update the capitalization table with information as of a date within 30 days of the filing of the
amendment(s) to the Registration Statement. Present the information in a format consistent with File #s 814-00998, 814-00733.

The Company has revised the capitalization table consistent with the precedent disclosure.

The Company respectfully declines to update the capitalization table with information as of a date within 30 days of the filing of Pre-Effective Amendment No. 1. Item 4 of Form N-14 does not require the information in the capitalization table to be as of a date within 30 days of the filing
of the Registration Statement. The Company prepared the capitalization table as of September 30, 2020, the last quarterly period for which financial statements are available and in conformity with the other financial measurements in the
Registration Statement.

10.
 Please review the pro forma total shares outstanding. The Staff’s calculation resulted in an
approximately 70,000 share difference compared to what is presented.

 The pro forma total shares outstanding was calculated
taking into account estimated FSK and FSKR transaction costs and an estimated $5,000,000 pre-closing tax dividend by FSKR. These factors account for the 70,000 share difference identified by the Staff.
Footnote disclosure was added to the capitalization table to clarify the calculation.

11.
 Supplementally provide the amounts of estimated expenses to be paid by FSK and FSKR in connection with
the Merger. Please explain the accounting treatment of such expenses, specifically as they relate to asset acquisition accounting. In addition, please include such estimated expenses in footnote 1 to the capitalization table, the Questions and
Answers section of the Registration Statement under “who is responsible for paying expenses related to completing the Merger” and the amounts disclosed in the descriptions of the opinions of the financial parties to the independent
directors of the Fund Parties.

 The Company has revised the disclosure to include the estimated expenses to be paid by FSK and
FSKR in connection with the Merger.

 Under ASC 805-10, transaction costs are expensed, but under ASC 805-50, transaction costs incurred are considered a component of the consideration transferred. The guidance in ASC 805-50 does not provide additional information about costs
to capitalize. Under FAS 141 paragraph 24, costs incurred by the acquirer and included in the cost of the acquisition were limited to direct costs of the asset acquisition. Examples include finder’s fees and fees paid to outside consultants for
accounting and legal services. Internal costs related to the asset acquisition are expensed as incurred. Costs incurred by an acquirer to issue debt or equity securities to effect an asset acquisition are not considered costs of the acquisition and
are accounted for as debt or equity issue costs, in accordance with other GAAP. Under ASC 946-320-30-1, an investment company
initially measures its investment in debt and equity securities at their transaction price, which includes commissions and other charges that are part of the purchase transactions. Based on the above, management expects to include direct costs of
the acquisition as a component of the consideration transferred. Costs incurred to issue additional FSK equity securities to effect the acquisition will be accounted for as offering costs and charged to
paid-in capital as provided for under ASC 946-20-25 and 946-20-35-5.

 3

12.
 Provide add footnote disclosure to the capitalization table that explains the difference in the net asset
value per share between FSK and the combined company.

 The Company has added footnote disclosure to the capitalization table
that explains that the pro forma combined company net asset value per share was calculated by dividing the pro forma combined company’s net assets by the pro forma combined company’s outstanding shares.

Accounting Treatment of the Merger

Page 86

13.
 Explain supplementally and add disclosure in the amendment(s) to the Registration Statement that
describes the following:

•

 the valuation method to be used for the assets acquired;

•

 whether the allocation of fair value will create a day one gain or loss and, if the allocation creates a
day one gain, provide a representation to the Staff that FSK will not factor in such day one gain in any future incentive fee calculations;

•

 the effects of a purchase accounting premium or discount;

•

 whether the Merger results in a realization event for the incentive fee.

For all responses to this comment, cite to applicable U.S. GAAP standards.

The Company has revised the disclosure in Pre-Effective Amendment No. 1 accordingly. In addition, the Company has
supplementally furnished to the Staff a memorandum regarding the accounting treatment of the Merger.

 Senior Securities Tables

Pages 113-114

14.
 Supplementally confirm that the senior securities tables for both FSK and FSKR will be updated to reflect
December 31, 2020 information in the amendment(s) to the Registration Statement if required.

The Company supplementally confirms that the senior securities tables for both FSK and FSKR will be updated to reflect December 31, 2020 information in
the amendment(s) to the Registration Statement if required.

 Incorporation by Reference

Page 191

15.
 Supplementally confirm that other financial information included in the Form N-14 will be updated as of December 31, 2020 in the amendment(s) to the Registration Statement and links will be included if required therein.

The Company supplementally confirms that other financial information included in the Form N-14 will be updated as of
December 31, 2020 in the amendment(s) to the Registration Statement, if required, and if applicable links to the Fund Parties’ Annual Reports on Form 10-K will be included in the Registration
Statement.

 4

 Disclosure Comments

Stockholder Letters

16.
 Supplement the disclosure to include a plain English, high-level description of parties to the Merger
Agreement, their relationship and the transactions contemplated by the Merger Agreement and the Proposed FSK Investment Advisory Agreement.

The Company has revised the disclosure in Pre-Effective Amendment No. 1 accordingly.

17.
 Supplement the disclosure to include a plain English description of the impact of the Merger and the
combined company’s entry into the Proposed FSK Investment Advisory Agreement on the stockholders of each Fund Party (including the impact of the removal of the total return lookback provision from the Existing FSK Investment Advisory
Agreement).

 The Company has revised the disclosure on in Pre-Effective Amendment
No. 1 accordingly.

18.
 Supplementally confirm why the Fund Parties selected a multi-step merger structure rather than a one-step merger structure.

 The Company supplementally confirms that the Fund Parties
structured the Merger as a two-step merger structure rather than a one-step merger because this is the most common structure used by BDCs in M&A transactions. The
Company also notes that, under the structure, the Merger will be treated as a tax-free “reorganization” under Section 368(a) of the Code and stockholders of the Fund Parties are not expected to
recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger, except with respect to any cash received by FSKR stockholders in lieu of fractional shares of FSK Common Stock. The parties have also structured the Merger as
a two-step merger transaction, rather than a one-step merger transaction, so as to preclude imposition of corporate-level income tax should the transaction fail to
qualify as a “reorganization” under Section 368(a) of the Code and FSKR fails to qualify as a “regulated investment company” under the Code (a “RIC”) for any reason. Under Internal Revenue Service Revenue Rulings 2001-26, 2001-1 C.B. 1297, and 2001-46, 2001-42 I.R.B. 321, if an integrated transaction such
as the Merger qualifies as a reorganization, the first step would be disregarded for U.S. federal income tax purposes.

19.
 Briefly disclose why the Merger is being proposed, why the Merger is being proposed at this time and the
anticipated impact of the Merger and the Proposed FSK Investment Advisory Agreement on stockholders of each Fund Party.

 The
Company has revised the stockholder letters to state why the Merger is being proposed, why the Merger is being proposed at this time and the anticipated impact of the Merger and the Proposed FSK Investment Advisory Agreement on stockholders of each
Fund Party.

20.
 Disclose whether each Fund Party’s valuation policies and procedures are identical in all material
respects.

 The Company has revised the disclosure in Pre-Effective Amendment No. 1
to provide that the valuation policies and procedures of the Fund Parties are identical in all material respects.

21.
 Simplify the description of what each holder of FSKR common stock will receive as consideration in the
First Merger to be in plain English. Reference is made to alternative disclosure on page 39.

 The Company has revised the
disclosure in Pre-Effective Amendment No. 1 accordingly.

22.
 The disclosure contemplates the possibility that the FSK Special Meeting and the FSKR Special Meeting
will be held virtually. Supplementally confirm that a virtual meeting is consistent with applicable state law and the governing documents of each of the Fund Parties. If the Special Meeting is held virtually, please advise whether the Company
contemplates intentiona

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CORRESP

 Cira Centre

2929 Arch Street

 Philadelphia, PA 19104-2808

+1 215 994 4000 Main

 +1 215 994 2222 Fax

www.dechert.com

 JAMES A. LEBOVITZ

 james.lebovitz@dechert.com

+1 215 994 2510 Direct

 +1 215 655 2510 Fax

 April 20, 2020

 VIA
EDGAR

 Karen Rossotto

 Securities and Exchange
Commission

 Division of Investment Management, Disclosure Review Office

100 F Street, N.E.

 Washington, DC 20549

Re:
 FS KKR Capital Corp.

 Preliminary Proxy Statement on Schedule 14A (File No. 814-00757)

 Dear Ms. Rossotto:

On behalf of FS KKR Capital Corp. (the “Company”), set forth below are the Company’s responses to the oral comments
provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (“SEC”) in a telephone conversation on April 17, 2020 regarding the Company’s
Preliminary Proxy Statement on Schedule 14A (File No. 814-00757) (the “Proxy Statement”). For your convenience, a summary of the Staff’s comments is presented in bold, italicized
text below, and is followed by the Company’s responses, which include references to the changes the Company will reflect in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Commission (the “Definitive
Proxy Statement”) in response to such comments. Unless otherwise indicated, all page references are to page numbers in the Proxy Statement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Proxy
Statement.

 Letter to Stockholders

1.
 Please supplementally explain whether the Company’s bylaws and applicable state law permit a virtual
meeting.

 The Company’s Second Amended and Restated Bylaws, as amended (the “Bylaws”),
state that the annual meeting of the Company’s stockholders (the “Annual Meeting”) may be held at a place set by the Company’s board of directors (the “Board”) and stated in the Notice of Meeting.
Furthermore, pursuant to that certain Executive Order 20-04-14-02, issued by the governor of the State of Maryland on
April 14, 2020 (the “Order”), a Maryland corporation (such as the Company) may hold a virtual meeting of its stockholders if (i) the bylaws of the company permit the directors of such company to determine the place of
meeting, (ii) the directors advise that it is reasonable, prudent, and advisable to hold the meeting virtually and (iii) the company provides proper notice of such virtual meeting to its stockholders (as further described in the Order).
The Order remains

 Karen Rossotto

 April 20, 2020

 Page
 2

in effect until the state of emergency declared in Maryland related to the COVID-19 pandemic has been terminated and the proclamation of the catastrophic
health emergency has been rescinded. Accordingly, under the Bylaws and Maryland law, the Company may determine that the Annual Meeting will not be held at any particular place, but instead will be held solely by means of remote communication (such
meeting, the “Virtual Meeting”).

2.
 Please supplementally explain how the Company proposes to make the stockholder list available for
examination at the Virtual Meeting.

 In the event of a Virtual Meeting, the Company intends to make the
stockholder list available for examination on a reasonably accessible electronic network. In the event of the Virtual Meeting, the Company will provide the stockholder list using the link provided in the Notice of Meeting in the Definitive Proxy
Statement.

3.
 Please supplementally confirm whether the Company knows when it will announce the date of the Virtual
Meeting. We note that the Staff expects timely notice to investors and other market participants. We further note that the Staff expects the Company to disclose clear directions as to the logistical details of the Virtual Meeting,
including how stockholders can remotely access, participate in and vote. If these instructions are on the Company’s website, then the Company can disclose that in the Definitive Proxy Statement and refer stockholders to the Company’s
website.

 In the event of a Virtual Meeting, the Company currently expects to hold the Annual Meeting on
June 23, 2020, consistent with the date presently disclosed in the Notice of Meeting. The Company acknowledges the Staff’s comment and will make such decision as soon as practicable so that sufficient disclosure can be made in a timely
manner.

 General

 Page 2

4.
 Please supplementally explain what it means to affirmatively withhold a vote for a director.

 A vote for a director is affirmatively withheld if a stockholder of the Company selects “FOR ALL
EXCEPT” and writes in the number(s) pertaining to the applicable nominee(s) in the space provided in the proxy card for which the stockholder wishes to withhold its vote.

5.
 Please update the disclosure to explain cumulative voting.

The Company acknowledges the Staff’s comment and will amend the disclosure on Page 2 of the Definitive Proxy Statement to add the
underlined language below:

 Karen Rossotto

 April 20, 2020

 Page
 3

 “There will be no cumulative voting with respect to the Director Election Proposal.
Cumulative voting in an election of directors entitles stockholders to cast a total number of votes equal to the number of directors to be elected multiplied by the number of the stockholder’s shares and to cast all of their votes for a
single director nominee or such other number of nominees as the stockholder chooses. Because the Company’s stockholders do not have cumulative voting rights, stockholders holding a
majority of the voting power of the Shares outstanding will be able to elect all of the Company’s directors.”

6.
 We note that “may be” should be changed to “is” in the sentence “Under the
Investment Company Act of 1940, as amended (the “1940 Act”), a majority of the outstanding Shares may be the lesser of: (1) 67% of the Shares at the Annual Meeting if the holders of more than 50% of the outstanding Shares are present or
represented by proxy or (2) more than 50% of the outstanding Shares. Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes against the Share Issuance Proposal.”

The Company acknowledges the Staff’s comment and will update the disclosure in the Definitive Proxy Statement accordingly.

Page 3

7.
 Please supplementally confirm whether the $200,000 disclosed amount covers the total cost of the
solicitation.

 The Company confirms that the $200,000 amount is expected to cover the total costs of the
Company’s proxy solicitor in conjunction with the solicitation other than any out-of-pocket expenses the proxy solicitor may incur.

Security Ownership of Management and Certain Beneficial Owners

Page 5

8.
 Please supplementally confirm whether, pursuant to Item 405 of Regulation
S-K, there are any delinquent Section 16(a) reports to disclose for any reporting person.

The Company supplementally confirms that there are no delinquent Section 16(a) reports required to be disclosed pursuant to Item 405 of
Regulation S-K.

 * * * * * * *

 Karen Rossotto

 April 20, 2020

 Page
 4

 If you have any questions or if you require additional information, please do not hesitate to contact me at
(215) 994-2510.

Sincerely,

/s/ James A. Lebovitz

James A. Lebovitz

cc:
 Marianne Dobelbower

Stephen S. Sypherd

 FS KKR
Capital Corp.

CORRESP
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CORRESP

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

 JAMES A.
LEBOVITZ

 james.lebovitz@dechert.com

+1 215 994 2510 Direct

 +1 215 655 2510 Fax

 April 17, 2019

 VIA
EDGAR

 Karen Rossotto

 Securities and Exchange
Commission

 Division of Investment Management, Disclosure Review Office

100 F Street, N.E.

 Washington, DC 20549

Re:
 FS KKR Capital Corp.

 Preliminary Proxy Statement on Schedule 14A (File No. 814-00757)

 Dear Ms. Rossotto:

 On behalf of FS
KKR Capital Corp. (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange
Commission (“SEC”) in a telephone conversation on April 11, 2019 regarding the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 814-00757) (the “Proxy
Statement”). For your convenience, a summary of the Staff’s comments is presented in bold, italicized text below, and is followed by the Company’s responses, which include references to the changes the Company will reflect in the
Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Commission (the “Definitive Proxy Statement”) in response to such comments. Unless otherwise indicated, all page references are to page numbers in the
Proxy Statement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Proxy Statement.

 General

 Page 1

1.        Please revise the paragraph beginning with “Upon the approval of the Leverage Proposal . . .”
to be in plain English.

 The Company acknowledges the Staff’s comment and will update the disclosure to be in plain English.

 Karen Rossotto

April 17, 2019

  Page
 2

 Proposal 1:
Election of Director Nominees

 Page 7

2.        Please clarify the discrepancy in the disclosure regarding the number of directors on the Board (i.e.,
whether there are ten or eleven directors).

 Following the resignation of Mr. Joseph Ujobai from the Board on March 14,
2019, the Board consists of ten directors. The Company will update the disclosure throughout the Definitive Proxy Statement accordingly.

 Page 8

 3.        Please describe what will happen if the stockholders of the Company do not vote
affirmatively for the director nominees.

 The Company acknowledges the Staff’s comment and will update the disclosure in the
Definitive Proxy Statement accordingly.

 Proposal 2: Approval of Application of Reduced Asset Coverage Requirements to the Company

General

4.        Where applicable, please add disclosure that the Company’s credit facility may need to be amended
in connection with the Leverage Proposal.

 The Company will amend the disclosure on Page 34 of the Proxy Statement to add the
underlined language below:

 Additionally, certain of the Company’s financing arrangements, including the Company’s senior
revolving credit facility, currently contain a covenant limiting the Company’s asset coverage to 200% and may need to be amended if stockholders approve the Leverage Proposal. The Company may not be able to amend such financing
arrangements to change this covenant and if the Company is successful in amending its financing arrangements, it may incur costs to do so and the other terms of such amended financing arrangements, such as the interest rate, may not be as favorable
to the Company as the current terms.

 Karen Rossotto

April 17, 2019

  Page
 3

5.        Please indicate that if there is a stockholder vote against the Leverage Proposal, then the
Company’s leverage limit will continue to be 200%.

 The Company respectfully submits that it will insert the following
disclosure from Page 1 of the Proxy Statement into the Leverage Proposal:

 If the Leverage Proposal is not approved by stockholders, the
Company will continue to operate within the 200% asset coverage requirement until (1) such time as it receives stockholder approval of a similar proposal at a future meeting or (2) one year after the Board approves application of the
modified asset coverage requirements to the Company, which it has not done as of the date of this proxy statement.

 Page 32

6.        Please specifically state in the title of Proposal 2 and in the disclosure that the Leverage Proposal
permits the Company to double the current amount of its borrowings.

 The Company acknowledges the Staff’s comment and will
update the disclosure in the Definitive Proxy Statement to include the requested language.

 7.        Please
provide an explanation in plain English of the current and proposed borrowing limits. For example: “In general, the Company currently may borrow $1 for investment purposes for every $1 of investor equity. Under the Leverage Proposal, the
Company would be permitted to borrow $2 for investment purposes for every $1 of investor equity.”

 The Company acknowledges
the Staff’s comment and will update the disclosure in the Definitive Proxy Statement to include the requested language.

8.        Please state in the Board rationale subsection why increasing the Company’s leverage limit is in
the best interests of the Company’s stockholders. Please also disclose whether the Company intends to change its strategy for selecting investments if the Leverage Proposal is approved, and if so, how. Please consider adding the following
disclosure: “For example, with additional leverage, the Company could invest in higher grade debt with a lower yield and generate the same yield with lower risk.”

The Company acknowledges the Staff’s comment and will update the disclosure in the Board rationale subsection of the
Definitive Proxy Statement to include the requested language. As disclosed on Page 32 of the Proxy Statement, the Company does not intend to change its strategy for selecting investments if the Leverage Proposal is approved. As the Company
does not currently intend to use the additional leverage to invest in higher grade debt with a lower yield, the Company has not included such disclosure.

 Karen Rossotto

April 17, 2019

  Page
 4

 Page 36

 9.        Please disclose the increased costs associated with the increase in the leverage
limitation in connection with the Leverage Proposal. Discuss the conflicts of interest of the Advisor in determining the level of the Company’s leverage (e.g., “If the Company doubles the amount of its current borrowings, the base
management fee may increase by 50% because the base management fee is based on assets under management”).

 The Company
respectfully submits that Page 36 of the Proxy Statement discloses the increased costs associated with the increase in the leverage limitation in connection with the Leverage Proposal. The Company respectfully submits that it will insert the
following disclosure:

 After giving effect to the reduction in the annual base management fee, (i) if the Company doubled the amount of its
borrowings as of December 31, 2018, the base management fee would increase by 23% and (ii) if the Company doubled the amount of its maximum permitted borrowings as of December 31, 2018, the base management fee would increase by 33%, in
each case because the base management fee is based on gross assets.

 Page 38

10.        Please affirmatively state that, if the case, the Board considered that the increase in leverage will
increase the risks associated with investing in the Company’s common stock.

 The Company respectfully submits that it will
make bold the following disclosure on Page 38 of the Proxy Statement:

 Since the Company already uses leverage in optimizing its investment
portfolio, there are no material new types of risk associated with the ability to increase leverage, although risks to which the Company is already subject due to its use of leverage would be increased.

Page 39

11.        Please confirm why the disclosure listed under “Other Considerations” is provided separately
as a secondary Board consideration.

 The heading “Other Considerations” is not intended to denote that what follows was
a secondary Board consideration. The Company will revise the disclosure to clarify that subheaders are for convenience only and do not denote that the Board afforded greater or less consideration to any particular matter.

 Karen Rossotto

April 17, 2019

  Page
 5

 Page 46

 12.        With respect to the table on page 46, please explain why the column providing for the 25%
offering at a 100% discount is relevant.

 The Company acknowledges the Staff’s comment and will remove the column providing
for the 25% offering at a 100% discount rate from the Definitive Proxy Statement.

 * * * * * * *

If you have any questions or if you require additional information, please do not hesitate to contact me at (215)
994-2510.

 Sincerely,

/s/ James A. Lebovitz

James A. Lebovitz

cc:
 Marianne Dobelbower

 Securities and Exchange Commission, Division of Investment Management

 Stephen S. Sypherd

 FS KKR Capital Corp.

CORRESP
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Acceleration Request

 FS INVESTMENT CORPORATION

201 ROUSE BOULEVARD

PHILADELPHIA, PENNSYLVANIA 19112

 (215) 495-1150

 September 25, 2018

 VIA EDGAR

 U.S. Securities and
Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, DC 20549

Attn:
 Raymond Be, Esq.

 Marianne Dobelbower, Esq.

Re:
 FS Investment Corporation

 Pre-Effective Amendment No. 2 to the Registration Statement on Form N-14

 File Number 333-226410

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, FS
Investment Corporation, a Maryland corporation (the “Company”), respectfully requests acceleration of the effective date of Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-14 (File No. 333-226410) (the “Registration Statement”) so that such Registration Statement may be declared effective at 4:30 p.m. on
Tuesday, September 25, 2018, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone
call to James A. Lebovitz of Dechert LLP at (215) 994-2510, and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

FS INVESTMENT CORPORATION

By:

/s/ Stephen S. Sypherd

Name:

Stephen S. Sypherd

Title:

General Counsel and Secretary

CORRESP
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SEC Response Letter

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

www.dechert.com

 James A. Lebovitz

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

+1 215 655 2510 Fax

 September 17, 2018

 VIA
EDGAR

 Raymond Be, Esq.

 Marianne Dobelbower, Esq.

David Manion

 Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

 100
F Street, N.E.

 Washington, DC 20549

Re:
 FS Investment Corporation

Registration Statement on Form N-14 (File No. 333-226410)

Dear Messrs. Be and Manion and Ms. Dobelbower:

 On behalf
of FS Investment Corporation (the “Company” or “FSIC”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (“SEC”) in telephone conversations on August 16, 2018, August 30, 2018 and September 12, 2018 regarding the Company’s Registration
Statement on Form N-14 (File No. 333-226410) (the “Registration Statement”) and the prospectus included therein. For your convenience, a summary of the Staff’s comments is numbered and presented in bold, italicized text
below, and each comment is followed by the Company’s response. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Registration Statement. All page references are to page numbers in the Registration
Statement.

 Accounting Comments

Generally

 1. Supplementally confirm that a
consent of Öhrlings PricewaterhouseCoopers AB will be included in pre-effective amendments to the Registration Statement for the financial statements of Hilding Anders.

The Company supplementally confirms that a consent of Öhrlings PricewaterhouseCoopers AB will be filed as an exhibit in future filings of pre-effective
amendments to the Registration Statement.

 Raymond Be, Esq.

 Marianne Dobelbower, Esq.

David Manion

 September 17, 2018

 Page
 2

 Questions and Answers about the Merger

Page 10

 2. Disclose the estimate of costs
that each of the Company and Corporate Capital Trust, Inc. (“CCT”) will bear in connection with the merger of the Company and CCT (the “Merger”).

The Company will update the Registration Statement to disclose the estimate of costs that each of the Company and CCT expect to bear in connection with the
Merger.

 Page 11

 3. To the extent
applicable, please include disclosure in the “Questions and Answers about the Merger” to the effect that the Company and CCT do not anticipate any significant portfolio repositioning in connection with the Merger.

The Company will update the disclosure in the Registration Statement to the effect that the Company and CCT do not anticipate any significant portfolio
repositioning in connection with the Merger.

 Reasons for the Merger

Page 24

 4. The disclosure states that there
will be no dilution related to the Merger because it is being conducted on a net asset value (“NAV”) for NAV basis. However, the pro forma financials include disclosure that there will be a write-down of approximately $350 million.
Please update the disclosure to indicate (i) whether the assets that are being written down will be marked back up after consummation of the Merger, (ii) whether the write-down impacts the dilution analysis and (iii) to the extent
assets are being marked back up after consummation of the Merger, whether the Advisor will be entitled to an incentive fee relating to any associated unrealized gain.

The Company will update the disclosure in the pro forma financials to reflect that (i) the assets that are being written down will be marked back up
immediately after consummation of the Merger, (ii) as a result of this mark up, the write-down has no impact on the dilution analysis, (iii) the Advisor will not be entitled to an incentive fee on capital gains in respect of any unrealized
gains or unrealized appreciation associated with these adjustments and (iv) the Proposed Advisory Agreement provides that unrealized appreciation and unrealized depreciation recognized as a result of the purchase accounting for the Merger will
have no bearing on determining the cap on the subordinated incentive fee on income.

 Raymond Be, Esq.

 Marianne Dobelbower, Esq.

David Manion

 September 17, 2018

 Page
 3

 Fee Table

Page 101

 5. Supplementally confirm that the
fees and expenses shown in the table are current.

 The Company supplementally confirms that the fees and expenses shown in the table are current.

 6. The CCT financial disclosure as of December 31, 2017 included an expense ratio of 6.82%, but the fee table in the Registration Statement
shows an expense ratio for CCT of 9.28%. Supplementally confirm what accounts for the difference.

 The Company submits that the higher expense
ratio is due to an increase in the assumed utilization of borrowings by CCT as of March 31, 2018 as compared to actual borrowings as of December 31, 2017 and an increase in CCT’s incentive fees based on annualizing the incentive fees
accrued for the three months ended March 31, 2018 as compared to the incentive fees actually accrued for the year ended December 31, 2017.

Unaudited Pro Forma Condensed Consolidated Financials

General

 7. Supplementally confirm that the figures
and pro forma information presented in the pro forma consolidated financials are accurate.

 The Company supplementally confirms that the figures
and pro forma information presented in the pro forma consolidated financials are accurate.

 8. Please move the
footnotes to the pro forma financials so that they appear earlier in the pro forma financials.

 The Company will update the Registration Statement
to move the footnotes to the pro forma financials so that they appear after the statements of operations.

 9. If the Company and CCT are bearing the
costs of the Merger, disclose pro forma adjustments in the pro forma statements of operations, or, alternatively, in the statement of assets and liabilities if these amounts are accrued.

The Company will update the pro forma financials in the Registration Statement to reflect the requested disclosure.

 Raymond Be, Esq.

 Marianne Dobelbower, Esq.

David Manion

 September 17, 2018

 Page
 4

 10. While accepting the Company’s asset acquisition accounting treatment included in the
Company’s pro forma financials, the Staff noted its concerns in light of the presentation of the discount associated with the purchase price of the Merger. The Staff informed the Company that, in the future, the accounting treatment to be
accorded transactions similar to the Merger may be different. Please include in the Company’s post-Merger filings with the SEC in the applicable Statements of Operations and Financial Highlights a separate line item reporting unrealized
appreciation due to merger accounting.

 The Company acknowledges the Staff’s concerns and supplementally confirms that the Company will
include the separate line item as requested.

 11. Please update the pro forma financials to reflect financials for the period ended June 30,
2018.

 The Company will update the pro forma financials in the Registration Statement to reflect financials for the period ended June 30,
2018.

 Notes to Pro Forma Condensed Consolidated Financial Statements

12. Please add the following footnotes: (i) use of estimates, (ii) valuation policies (general statement), (iii) tax status and
(iv) allocation of the Merger costs.

 The Company will update the pro forma financials in the Registration Statement to reflect the requested
footnotes.

 Capitalization Table

 Page
161

 13. Please update the capitalization table to show the impact of any adjustments related to the Merger. Please add a column to show
these adjustments and revise table to provide (i) number of shares outstanding for each of the Company, CCT and the combined entity on a pro forma basis and (ii) the NAV per share for each of the Company, CCT and the combined entity on a
pro forma basis.

 The Company will update the capitalization table to reflect the requested disclosure.

 Raymond Be, Esq.

 Marianne Dobelbower, Esq.

David Manion

 September 17, 2018

 Page
 5

 Disclosure Comments

Generally

14.
 The Registration Statement contains a significant amount of redundant disclosure. Please review and
eliminate any unnecessary redundancies.

 The Company will revise the Registration Statement to eliminate certain redundancies.

 Questions and Answers about the Merger

Page 11

15.
 We note that the response to the question “How does FSIC’s investment objective and strategy
differ from CCT’s?” does not seem to state any differences but rather only similarities. Please consider discussing some of the differences to the extent applicable.

FSIC and CCT have substantially identical investment objectives. The Company will revise its response to the question “How does FSIC’s investment
objective and strategy differ from CCT’s?” to highlight the similarities and differences between FSIC and CCT’s investment strategies.

Summary of the Merger

 Page 16

16.
 We note that “Determination Date” is defined in the second to last paragraph. Please
consider adding this to the list of defined terms included on Page 1.

 The Company will add the definition of
“Determination Date” to the list of defined terms on Page 1.

 Page 18

17.
 In the last bullet, the disclosure states that the market price of FSIC Common Stock after the Merger may
be affected by factors different from those currently affecting FSIC Common Stock. Please briefly describe such factors in the disclosure.

The Company will revise the disclosure to describe the factors different from those currently affecting FSIC Common Stock that will affect FSIC Common Stock
after the Merger. The

 Raymond Be, Esq.

 Marianne Dobelbower, Esq.

David Manion

 September 17, 2018

 Page
 6

Company respectfully also directs the Staff to the risk factor entitled “The market price of FSIC Common Stock after the Merger may be affected by factors different from those affecting FSIC
Common Stock currently” on page 34 of the Registration Statement.

 Page 23

18.
 In the first paragraph of the section titled “Reasons for the Merger—FSIC”, the disclosure
states that “FSIC stockholders will not suffer any dilution as a result of the Merger.” If applicable, please clarify the disclosure to state whether this means only economic dilution and not voting dilution.

The Company will revise this paragraph to clarify that the disclosure refers to economic dilution, not voting dilution. Existing FSIC stockholders will
experience voting dilution in connection with the issuance of FSIC common stock as merger consideration.

 Generally

19.
 As to FSIC and CCT and the combined company, please compare, as applicable, investment objectives and
policies, distribution and purchase procedures and exchange rights, redemption procedures and any other significant considerations. Please highlight any differences. See Item 3(b) of Form N-14.

A comparison of the investment objectives and policies of FSIC, CCT and the combined company will be included in response to the question “How does
FSIC’s investment objective and strategy differ from CCT’s?” under “Questions and Answers about the Merger.” The Company will revise the Registration Statement to include a comparison of the distribution and purchase
procedures and exchange rights and redemption procedures of the Company, CCT and the combined company.

 Page 24

20.
 The disclosure refers to CCT’s equity interest in a joint venture with Conway Capital. In this
disclosure, please provide a brief description of Conway Capital.

 Conway Capital is a special purpose vehicle formed by
Guggenheim Life and Annuity Company and Delaware Life Insurance Company to invest in the joint venture with CCT. Conway Capital does not have an independent business apart from its participation in the joint venture. The Company will revise the
disclosure to clarify the nature of Conway Capital’s business.

 Raymond Be, Esq.

 Marianne Dobelbower, Esq.

David Manion

 September 17, 2018

 Page
 7

 Page 29

21.
 Briefly compare the risks of an investment in FSIC as compared to CCT. See Item 3(c) of Form N-14.

 Although FSIC and CCT describe their respective risk factors somewhat differently, the risks associated with an investment in
FSIC and CCT are substantially identical because FSIC and CCT have the same investment adviser and portfolio managers, are members of the same fund complex, co-invest in transactions with affiliates of the Advisor and have the same investment
objectives and substantially similar investment strategies. The Company will revise the Registration Statement to clarify that there are no material differences between the risks of an investment in the Company and an investment in CCT.

Risk Factors

 Page 32

22.
 We note that the disclosure includes a risk factor indicating that the Merger may trigger certain
“change of control” provisions. Please supplementally confirm whether FSIC and CCT are aware of any significant agreements that will require a consent or waiver. To the extent there are any, consider identifying those consents and waivers
in the disclosure and discussing whether such consents and waivers have been obtained.

 The Company supplementally confirms that
it and CCT have identified change of control provisions that would be triggered by the Merger in certain material contracts relating to the indebtedness of CCT. These contracts include (i) a loan and servicing agreement, dated as of
December 2, 2015, among CCT Tokyo Funding LLC, CCT and Sumitomo Mitsui Banking Corporation and (ii) an amended and restated credit agreement, dated as of February 14, 2018, by and between Jersey City Funding LLC, various lenders party
thereto, Goldman Sachs Bank USA, as administrative agent, State Street Bank and Trust Company, as collateral administrator and collateral agent, and Cortland Capital Markets Services, LLC, as collateral custodian. CCT is engaged in discussions with
the counterparties to these contracts regarding the Merger. Neither the Company nor CCT anticipates that third-party consents will be an impediment to the closing of the Merger.

Page 40

23.
 We note that the disclosure includes a risk factor relating to the ability to increase leverage under the
Small Business Credit Availability Act, or the SBCA Act. Please supplementally confirm whether FSIC intends to do so. If it does, please consider adding appropriate disclosure.

The Company supplementally confirms that it does not presently intend to increase leverage as permitted under the SBCA Act. This position remains subject to
ongoing evaluation.

 Raymond Be, Esq.

 Marianne Dobelbower, Esq.

David Manion

 September 17, 2018

 Page
 8

 Page 73

24.
 In the risk factor relating to Letter 12-40, please revise for plain English. Please supplementally
confirm that the disclosure in that risk factor pertaining to KKR is up to date.

 The Company will revise the risk factor as
requested. The Company supplementally confirms that the disclosure in that risk factor pertaining to KKR is up to date.

 Page 88

25.
 In the risk factor “International investments create additional risks,” the disclosure states
that CCT expects to make investments in foreign portfolio companies. Please supplementally confirm whether FSIC makes investments in foreign companies and, if not presently, whether it intends to do so in the future.

 Supplementally, the Company confirms that it has, and may continue to make, investments in portfolio companies that are
domiciled outside of the United States to the extent permitted by the Investment Company Act of 1940, as amended. For a description of the Company’s investments in portfolio companies based outside of the United States, please see
“Portfolio Companies of FS Investment Corporation” in the Registration Statement.

 The CCT Annual M

CORRESP
1
filename1.htm

FS Investment Corporation

 FS INVESTMENT CORPORATION

201 ROUSE BOULEVARD

PHILADELPHIA, PENNSYLVANIA 19112

 (215) 495-1150

 July 23, 2018

 VIA EDGAR

 U.S. Securities and
Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, DC 20549

Attn:
Marianne Dobelbower, Esq.

Karen Rossotto, Esq.

Re:
FS Investment Corporation

Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2

File Number 333-224588

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, FS
Investment Corporation, a Maryland corporation (the “Company”), respectfully requests acceleration of the effective date of Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-2 (File No. 333-224588) (the “Registration Statement”) so that such Registration Statement may be declared effective at 4:00 p.m. on
Wednesday, July 25, 2018, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call
to James A. Lebovitz of Dechert LLP at (215) 994-2510, and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

FS INVESTMENT CORPORATION

By:

/s/ Stephen S. Sypherd

Name:

Stephen S. Sypherd

Title:

General Counsel and Secretary

CORRESP
1
filename1.htm

FS Investment CORP

Cira Centre
 2929 Arch Street

 Philadelphia, PA 19104-2808

 +1 215 994
4000 Main

 +1 215 994 2222 Fax

 www.dechert.com

JAMES A. LEBOVITZ

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

+1 215 655 2510 Fax

 July 2, 2018

 VIA EDGAR

 Marianne Dobelbower, Esq.

 Karen Rossotto, Esq.

David Manion

 Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

 100
F Street, N.E.

 Washington, DC 20549

 Re: FS Investment
Corporation

        Registration Statement on Form N-2 (File No. 333-224588)

 Dear Mses. Dobelbower and Rossotto and Mr. Manion:

On behalf of FS Investment Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the
staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (“SEC”) in telephone conversations on May 10, 2018 and June 5, 2018 regarding the Company’s
Registration Statement on Form N-2 (File No. 333-224588) (the “Registration Statement”) and the prospectus included therein. For your convenience,
a summary of the Staff’s comments is numbered and presented in bold, italicized text below, and each comment is followed by the Company’s response. Capitalized terms used herein but not defined shall have the meanings ascribed to them in
the Registration Statement.

 Generally

1. Supplementally confirm whether the forms of prospectus supplement have been filed with the SEC and, if yes, supplementally confirm that the prospectus
supplement in connection with future offerings under the Registration Statement will be generally consistent with such previously filed forms.

 The
Company supplementally confirms that on August 4, 2015, the Company filed with the Staff a pro forma copy of a prospectus supplement for use in connection with the Company’s offerings of debt securities. The Company further confirms that
the prospectus supplement that will be used in connection with future offerings of debt securities under the Registration Statement will be generally consistent with such pro forma prospectus supplement.

Marianne Dobelbower, Esq.
 Karen Rossotto, Esq.

David Manion

 July 2, 2018

 Page
 2

 2.
Supplementally confirm that the Company does not intend to issue preferred stock or subscription rights within the first year of the effective date of the Registration Statement.

The Company supplementally confirms that as of the date of this letter, the Company does not have a present intention to issue preferred stock or subscription
rights within the first year of the effective date of the Registration Statement.

 3. Supplementally confirm that the respective forms of prospectus
supplement for preferred stock offerings and rights offerings will include risk disclosure concerning dilution to existing stockholders and examples of such dilution. If they will not contain such disclosure, please explain how the Company addresses
dilution concerns.

 The Company supplementally confirms that the form of prospectus supplement that will be used in connection with any preferred
stock offerings or rights offerings under the Registration Statement will include risk disclosure concerning dilution to existing stockholders and examples of such dilution.

Prospectus Summary

 Page 2

4. Supplementally confirm that to the extent the Company acts as a seller of credit default swaps that the Company will cover such transaction to the
full notional value.

 The Company supplementally confirms that to the extent it acts as a seller of credit default swaps, the full notional value
of such transaction will be (i) covered by segregating cash, cash equivalents or highly-liquid securities or (ii) treated as a borrowing for which the Company must maintain sufficient asset coverage under the 1940 Act, or covered or
treated, as applicable, by a combination of the foregoing clauses (i) and (ii).

 5. The disclosure states that the Company’s debt
investments “generally will carry a rating below investment grade.” Here and elsewhere in any risk disclosure in the Prospectus, please refer to these debt instruments as “junk,” consistent with the disclosure elsewhere in the
Registration Statement.

 In the “Prospectus Summary” section and the risk disclosure in the Prospectus, the Company will update the
disclosure to refer to below investment grade debt investments as “junk.”

 6. The disclosure states that the Company will in no event
employ leverage in excess of the maximum amount permitted under the 1940 Act. As appropriate, please state the maximum amount of leverage that may be incurred under the 1940 Act.

Marianne Dobelbower, Esq.
 Karen Rossotto, Esq.

David Manion

 July 2, 2018

 Page
 3

 As appropriate, the
Company will update the disclosure in the Prospectus to state the maximum amount of leverage that may be incurred under the 1940 Act.

 Page 13

 7. The disclosure states that the Advisor is reimbursed for administrative expenses it incurs on the Company’s behalf. Please
supplementally confirm whether this is part of the Company’s 15(c) process under the 1940 Act.

 While the administration agreement between the
Company and the Advisor is not subject to the 15(c) review process, the Company’s board of directors considers all other relationships between the Company and the Advisor during the Company’s annual 15(c) review process, including the
administration agreement.

 Risk Factors

Page 31

 8. The disclosure states that the
Company may invest in non-U.S. securities. If the Company intends to invest in emerging markets, please include disclosure to that effect.

The Company respectfully submits that historically it has not invested in emerging markets but that it may do so in the future. Accordingly, the Company will
update the disclosure in the Prospectus to that effect.

 Use of Proceeds

Page 50

 9. The disclosure states that the
Company may be unable to invest offering proceeds within the anticipated time period. Please supplementally explain how the Company intends to comply with the guidelines of Form N-2, Guide 1.

The Company submits that in accordance with Guide 1 to Form N-2, the Company expects to invest offering proceeds in
accordance with the Company’s investment objectives no later than three months from the receipt of proceeds.

Marianne Dobelbower, Esq.
 Karen Rossotto, Esq.

David Manion

 July 2, 2018

 Page
 4

 Management

 Page 113

 10. Please
supplementally confirm whether any board members are entitled to retirement compensation. See Item 18(14) of Form N-2 and Item 402 of Regulation S-K. To the extent a
board member is not entitled to retirement compensation, please include disclosure to that effect.

 The Company supplementally confirms that none
of the Company’s board members are entitled to retirement compensation from the Company. Accordingly, the Company will update the disclosure in the Prospectus to that effect.

Accounting Comments

 Page 17

11. Please disclose the expense on capital gains incentive fee used in the examples on page 17.

The Company will update the disclosure in the Prospectus to disclose the expense on capital gains incentive fee used in the examples on page 17.

* * * * * * *

 If you have any questions or if
you require additional information, please do not hesitate to contact me at (215) 994-2510.

 Sincerely,

/s/ James A. Lebovitz

 James A. Lebovitz

cc:

Stephen S. Sypherd

    FS Investment Corporation

CORRESP
1
filename1.htm

FS Investment Corp

 Cira Centre
2929 Arch
Street
Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

 JAMES A. LEBOVITZ

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

+1 215 655 2510 Fax

 May 9, 2018

 VIA EDGAR

 Marianne Dobelbower, Esq.

 Karen Rossotto, Esq.

Securities and Exchange Commission

 Division of Investment
Management, Disclosure Review Office

 100 F Street, N.E.

Washington, DC 20549

Re:
FS Investment Corporation

 Registration Statement on Form
N-2 (File No. 333-224588)

 Dear Mses. Dobelbower and Rossotto:

We respectfully request on behalf of FS Investment Corporation (the “Company”) that the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission afford selective review in accordance with Securities Act Release No. 6510 (Feb. 15, 1984) to the Company’s Registration Statement on Form
N-2 (File No. 333-224588), filed on May 2, 2018 (the “Registration Statement”). The Registration Statement relates to the Company’s shelf
offering of up to an aggregate of $1,500,000,000 of securities of the Company under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”).

The disclosure contained in the Registration Statement is substantially similar to the disclosure contained in the Company’s Post-Effective Amendment
No. 4 to the Registration Statement on Form N-2 (File No. 333-205180), filed on April 3, 2017 (“Post-Effective Amendment
No. 4”), which was subject to review and comment, and declared effective by the Staff on April 28, 2017. The Company filed the Registration Statement to (i) update its audited financial statements to include
audited financial statements and notes thereto for the year ended December 31, 2017 so as to comply with Section 10(a)(3) of the Securities Act, (ii) carry forward $1,420,000,000 of unsold securities that were previously registered
for sale under the Company’s Registration Statement on Form N-2 (File No. 333-205180), initially filed on June 24, 2015 (the “Existing
Registration Statement”) and (iii) to replace the Existing Registration Statement with the Registration Statement pursuant to the requirements of Rule 415(a)(5) promulgated under the Securities Act.

In addition, the Registration Statement contains, among other things, the following changes from Post-Effective Amendment No. 4: (i) updates financial
information disclosure; (ii) adds, deletes and/or modifies disclosure related to (a) the Company’s former investment adviser, FB Income

 Marianne Dobelbower

Karen Rossotto

May 9, 2018

Page 2

 Advisor, LLC, former investment sub-adviser, GSO / Blackstone Debt Funds Management
LLC, and its new investment adviser, FS/KKR Advisor, LLC, and the Company’s agreements with each such entity, (b) market opportunity, (c) potential competitive strengths, (d) investment types, (e) risk factors,
(f) biographies for executive officers and directors of the Company, (g) regulation, (h) conflicts of interest, (i) portfolio management, (j) related party transactions and (k) taxation; (iii) adds and deletes certain
exhibits; and (iv) other general clean-up comments.

 * * * * * * *

If you have any questions or if you require additional information, please do not hesitate to contact me at (215)
994-2510.

 Sincerely,

 /s/ James A. Lebovitz

James A. Lebovitz

cc:
Stephen S. Sypherd

 FS Investment Corporation

CORRESP
1
filename1.htm

FS Investment Corp

Cira Centre

2929 Arch Street

Philadelphia, PA 19104-2808

+1 215 994 4000 Main

+1 215 994 2222 Fax

www.dechert.com

JAMES A. LEBOVITZ

james.lebovitz@dechert.com

+1 215 994 2510 Direct

+1 215 655 2510 Fax

 January 18, 2018

 VIA
EDGAR

 Ms. Jaea Hahn

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

Re:
FS Investment Corporation

 Preliminary Proxy Statement on Schedule 14A

File No. 814-00757

Dear Ms. Hahn:

 On behalf of FS Investment
Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) in a telephone conversation on December 20, 2017 regarding the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 814-00757) (the
“Proxy Statement”). For your convenience, a summary of the Staff’s comments is presented in bold, italicized text below, and is followed by the Company’s responses, which include references to the changes the Company has
made in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on the date hereof (the “Definitive Proxy Statement”) in response to such comments. Unless otherwise indicated, all page references
are to page numbers in the Proxy Statement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Proxy Statement.

General Comments

 1. In the Letter to
Stockholders and the Notice of Special Meeting of Stockholders and throughout the Proxy Statement, please clarify (i) that the Investment Co-Advisory Agreements are ultimately intended to be replaced by
the Joint Advisor Investment Advisory Agreement and will terminate upon the effectiveness of the Joint Advisor Investment Advisory Agreement, and (ii) why the Company’s stockholders are being asked to approve both of the proposals.

 In response to the Staff’s comment, the Company has revised the disclosure in the Letter to Stockholders and the Notice of
Special Meeting of Stockholders and has made conforming revisions throughout the Definitive Proxy Statement.

 Ms. Jaea Hahn

 January 18, 2018

 Page
 2

 2. Please provide appropriate cross-references (to the extent applicable) to the materials filed by the
Company on Schedule 14A as definitive additional materials subsequent to the filing of the Proxy Statement (the “DEFA Materials”), and consider stating that the Company’s stockholders should read the Proxy Statement in
conjunction with such materials.

 In response to the Staff’s comment, the Company has revised the disclosure in the Q&A
“Why am I receiving these materials?” on page 1 of the Definitive Proxy Statement.

 Information about the Special Meeting and the
Vote

 Page 1: “Why am I being asked to approve the Investment Co-Advisory Agreements Proposal
and the Joint Advisor Investment Advisory Agreement Proposal?”

 3. Please include additional information from the DEFA Materials on the
proposed relationship between affiliates of FS Investments, including FB Income Advisor, and KKR Credit with respect to the business development companies (“BDCs”) that they advise or
sub-advise in order to provide more background.

 In response to the Staff’s comment,
the Company has revised the disclosure in this Q&A on pages 2 and 3 of the Definitive Proxy Statement and has made conforming revisions throughout the Definitive Proxy Statement.

4. Please include additional information from the DEFA Materials regarding GDFM’s resignation as
sub-adviser to the Company and disclose whether GDFM will receive compensation outside of the fees payable to GDFM by FB Income Advisor under the Current Investment
Sub-Advisory Agreement in connection with such resignation and its agreement to cooperate with FB Income Advisor in implementing the transition of investment advisory services.

In response to the Staff’s comment, the Company has revised the disclosure in this Q&A on pages 2 and 3 of the Definitive Proxy
Statement and has made conforming revisions throughout the Definitive Proxy Statement.

 5. Please supplementally confirm that the Company believes
that there is no breach of GDFM’s fiduciary duty to the Company’s stockholders under Section 36(a) of the 1940 Act in connection with GDFM’s receipt of payment in connection with its resignation as
sub-adviser to the Company and agreement to cooperate with FB Income Advisor in implementing the transition of investment advisory services.

 Ms. Jaea Hahn

 January 18, 2018

 Page
 3

 The Company supplementally confirms that, due to the nature and source of such payment, which
shall be made by FS Investments or one of its affiliates (but not, for the avoidance of doubt, the Company, FSIC II, FSIC III or FSIC IV), the Company believes that GDFM’s receipt of such payment in connection with its resignation as sub-adviser to the Company and agreement to cooperate with FB Income Advisor in implementing the transition of investment advisory services will not violate GDFM’s fiduciary duty to the Company’s
stockholders under Section 36(a) of the 1940 Act. Furthermore, in order to qualify for the safe harbor under Section 15(f) of the 1940 Act, FB Income Advisor has agreed to use its reasonable best efforts to cause any new adviser, co-adviser or sub-adviser to the Company to take such actions so that (i) for a period of three years following GDFM’s resignation, at least 75% of the directors on
the Board are not (A) “interested persons” of any investment adviser of the Company on or after such resignation date or (B) “interested persons” of the person who was the investment adviser of the Company immediately prior to
such resignation date and (ii) for a period of two years following GDFM’s resignation, there shall not be imposed on the Company an “unfair burden,” as a result of the transactions contemplated by the Transition Agreement, or any
terms, conditions or understandings applicable thereto.

 Page 2, 3: “What will happen if the Investment
Co-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal are each approved?”

6. Please clarify that the investment advisory agreements to be entered into pursuant to the Investment
Co-Advisory Agreements Proposal, on the one hand, and the Joint Advisor Investment Advisory Agreement Proposal, on the other hand, will not be in effect at the same time and that, if approved by the
Company’s stockholders, the Investment Co-Advisory Agreements will remain in effect only until the Joint Advisor Investment Advisory Agreement, if approved, becomes effective. Please revise this section
to discuss the two proposals separately.

 In response to the Staff’s comment, the Company has revised the disclosure in this
Q&A on page 4 of the Definitive Proxy Statement and has made conforming revisions throughout the Definitive Proxy Statement.

 7. Please
describe the impact on the Investment Co-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal if approved by the Company’s stockholders but the stockholders of the
related BDCs do not approve their respective proposals and/or if Exemptive Relief is not obtained.

 In response to the Staff’s
comment, the Company has revised the disclosure in this Q&A on pages 3 and 4 of the Definitive Proxy Statement and has made conforming revisions throughout the Definitive Proxy Statement.

 Ms. Jaea Hahn

 January 18, 2018

 Page
 4

 8. Please consider reversing the order of the first and second paragraphs so that the discussion of the
Investment Co-Advisory Agreements Proposal precedes the discussion of the Joint Advisor Investment Advisory Agreement Proposal.

In response to the Staff’s comment, the Company has revised the Definitive Proxy Statement to reverse the order of the first and second
paragraphs of this Q&A.

 9. Consider writing this Q&A and other disclosure elsewhere in the Q&A in plain English as it relates to the
proposals and various defined terms therein as appropriate. Consider cross-referencing the Investment Co-Advisory Agreements and the Joint Advisor Investment Advisory Agreement as appropriate.

In response to the Staff’s comment, the Company has revised the disclosure in this Q&A on page 3 of the Definitive Proxy
Statement and has made conforming revisions throughout the Definitive Proxy Statement.

 10. We note that effectiveness of the Joint Advisor
Investment Advisory Agreement is subject to various conditions, even if approved by the Company’s stockholders. Please state whether the approval of the Joint Advisor Investment Advisory Agreement will expire if the Company does not enter into
the Joint Advisor Investment Advisory Agreement within a certain period of time, or whether approval will remain valid indefinitely.

In response to the Staff’s comment, the Company has revised the disclosure in this Q&A on pages 4 and 5 of the Definitive Proxy
Statement and has made conforming revisions throughout the Definitive Proxy Statement.

 Page 3: “What will happen if the Investment Co-Advisory Agreements Proposal and/or the Joint Advisor Investment Advisory Agreement Proposal are not approved?”

11. Please briefly summarize what alternatives the Board will consider and evaluate if neither the Investment
Co-Advisory Agreements Proposal nor the Joint Advisor Investment Advisory Agreement Proposal is approved by the Company’s stockholders. This comment also applies to “Proposal
No. 1 – Approval of the Investment Co-Advisory Agreements Proposal—Board Consideration” and “Proposal No. 2 – Approval of Joint Advisor Investment
Advisory Agreement Proposal—Board Consideration.”

 In response to the Staff’s comment, the Company has revised the
disclosure in this Q&A on page 5 of the Definitive Proxy Statement and in “Proposal No. 1 – Approval of the Investment Co-Advisory Agreements Proposal—Board
Consideration” and “Proposal No. 2 – Approval of Joint Advisor Investment Advisory Agreement Proposal—Board Consideration” and has made conforming revisions throughout the Definitive Proxy Statement.

 Ms. Jaea Hahn

 January 18, 2018

 Page
 5

 12. Please explain how the Company intends to receive investment advisory services following the GDFM
End Date if neither proposal has been approved by the Company’s stockholders.

 In response to the Staff’s comment, the
Company has revised the disclosure in this Q&A on page 5 of the Definitive Proxy Statement and has made conforming revisions throughout the Definitive Proxy Statement.

Page 3, 4: “Will the base management fee and the incentive fee that the Company pays under the Current Investment Advisory Agreement change under
the Investment Co-Advisory Agreements or the Joint Advisor Investment Advisory Agreement?”

 13.
Please provide a plain English definition of “hurdle rate” and “catch-up feature,” unless such terms are terms of art.

The Company supplementally confirms that “hurdle rate” and “catch-up feature” are
terms of art that are used in the forms of the Investment Co-Advisory Agreements and Joint Advisor Investment Advisory Agreement included in the Definitive Proxy Statement. The Company has revised the
disclosure on page 5 of the Definitive Proxy Statement to direct stockholders to the forms of these agreements included in the Definitive Proxy Statement.

14. Please further explain the effect on stockholders of the subordinated incentive fee on income being triggered at a lower threshold as a result of
the reduction to the hurdle rate.

 In response to the Staff’s comment, the Company has revised the disclosure in this Q&A
on page 5 of the Definitive Proxy Statement.

 Page 4: “Will the composition of the Board change following entry into the Investment Co-Advisory Agreements and/or the Joint Advisor Investment Advisory Agreement?”

 15. Please state
whether the appointment of one “interested” director by each of FB Income Advisor and KKR Credit, and one “independent director” by KKR Credit will result in a change to the current composition of the Board. In addition, please
state the percentage of “interested” directors on the Board following such changes.

 In response to the Staff’s
comment, the Company has revised the disclosure in this Q&A on page 6 of the Definitive Proxy Statement.

 Ms. Jaea Hahn

 January 18, 2018

 Page
 6

 Page 6: “How will the final voting results be announced?”

16. Please disclose how the Company intends to inform stockholders of the results of each of the votes by stockholders of other BDCs required for the
approvals identified in the definition of “Closing Date.”

 In response to the Staff’s comment, the Company has
revised the disclosure in this Q&A on page 8 of the Definitive Proxy Statement.

 Proposal 1: Approval of Investment Co-Advisory Agreements Proposal

 Background

17. Please include additional information from the DEFA Materials on the proposed relationship between affiliates of FS Investments, including FB Income
Advisor, and KKR Credit with respect to the BDCs that they advise in order to provide more background.

 In response to the
Staff’s comment, the Company has revised the disclosure in this section on pages 12 – 14 of the Definitive Proxy Statement and has made conforming revisions throughout the Definitive Proxy Statement.

18. In the second paragraph on page 10, please clarify that approval by the Company’s stockholders of each of the Investment Co-Advisory Agreements and the Joint Advisor Investment Advisory Agreement is required under the 1940 Act.

In response to the Staff’s comment, the Company has revised the disclosure in the second paragraph of this section on page 12 of the
Definitive Proxy Statement and has made conforming revisions throughout the Definitive Proxy Statement.

 19. In the fourth paragraph on page 10,
please clarify that the receipt of Exemptive Relief is one of the conditions to the effectiveness of the Joint Advisor Investment Advisory Agreement. Please explain the effect on the Company if Exemptive Relief is not obtained, including whether the
Investment Co-Advisory Agreements would remain in effect.

 In response to the Staff’s
comment, the Company has revised the disclosure in the fourth paragraph of this section on page 12 of the Definitive Proxy Statement and has made conforming revisions throughout the Definitive Proxy Statement.

20. Please consider reversing the order of the fifth and sixth paragraphs of the “Background” section so that the discussion of the Investment
Co-Advisory Agreements

 Ms. Jaea Hahn

 January 18, 2018

 Page
 7

Proposal precedes the discussion of the Joint Advisor Investment Advisory Agreement Proposal.

In response to the Staff’s comment, the Company has revised the Definitive Proxy Statement to reverse the order of the fifth and sixth
paragraphs of this section.

 About KKR Credit

21. In the fee chart provided on page 12, please disclose similar details of any incentive fees paid to KKR Credit by CCT or CCT II.

In response to the Staff’s comment, the Company has revised the disclosure in this section on page 16 of the Definitive Proxy
Statement.

 Factors Considered by the Board

22. Please disclose any negative factors that the Board considered during its deliberations. This comment also applies to “Proposal
No. 2 – Approval of Joint Advisor Investment Advisory Agreement Proposal—Factors Considered by the Board.”

In response to the Staff’s comment, the Company has revised the disclosure in this section on page 24 of the Definitive Proxy
Statement and has made conforming revisions throughout the Definitive Proxy Statement.

 23. In the last paragraph on page 20, please state whether
GDFM resigned prior to the Board’s determination that entry into the Investment Co-Advisory Agreements and the Joint Advisor Investment Advisory Agreement is in the best interests of the Company and its
stockholders.

 In

CORRESP
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filename1.htm

CORRESP

 Cira Centre

2929 Arch Street

Philadelphia, PA 19104-2808

+1 215 994 4000 Main

+1 215 994 2222 Fax

www.dechert.com

 JAMES A. LEBOVITZ

james.lebovitz@dechert.com

+1 215 994 2510 Direct

+1 215 655 2510 Fax

 July 19, 2016

 VIA
EDGAR

 Jacob Sandoval

 Securities and Exchange
Commission

 Division of Investment Management, Disclosure Review Office

100 F Street, N.E.

 Washington, DC 20549

Re:
    FS Investment Corporation

     Form 10-K (File
No. 814-00757)

 Dear Mr. Sandoval:

 On behalf of
FS Investment Corporation (the “Company”), set forth below is the Company’s response to the oral comment provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) in a telephone conversation on July 1, 2016 regarding the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Commission on
February 29, 2016. For your convenience, a summary of the Staff’s comment is presented in bold, italicized text below, and such comment is followed by the Company’s response.

Notes to Consolidated Financial Statements

In future filings, please provide additional disclosure in the notes to the financial statements describing the compensation paid to the Company’s
investment sub-adviser, even if the compensation is indirect.

 In future filings, the Company will include additional disclosure substantially
similar to the following disclosure in the Related Party Transactions Note to the Consolidated Financial Statements:

 “The investment sub-advisory
agreement provides that GDFM will receive 50% of all fees payable to FB Advisor under the July 2014 investment advisory agreement with respect to each year.”

* * * * * * *

 Jacob Sandoval

 July 19, 2016

Page 2

 The Company hereby acknowledges that: (i) the review of these filings by the Commission or the Staff,
acting pursuant to delegated authority, does not foreclose the Commission from taking action with the respect to the filing; (ii) the review of these filings by the Commission or the Staff, acting pursuant to delegated authority, does not
relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert the review of this filing by the Commission or the Staff, acting pursuant to delegated
authority, as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * *

 If you have any questions or if
you require additional information, please do not hesitate to contact me at 215-994-2510.

Sincerely,

 /s/ James A. Lebovitz

James A. Lebovitz

Cc:

Stephanie Hui, Esq.

Marianne Dobelbower, Esq.

 Christina DiAngelo Fettig

      Securities and Exchange Commission

 Stephen S. Sypherd

      FS Investment Corporation

CORRESP
1
filename1.htm

CORRESP

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

__________________________________

 James A. Lebovitz

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

+1 215 655 2510 Fax

 June 15, 2016

 VIA
EDGAR

 Jacob Sandoval

 Securities and Exchange
Commission

 Division of Investment Management, Disclosure Review Office

100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation

 Form 10-K (File No. 814-00757)

Dear Mr. Sandoval:

 On behalf of FS Investment Corporation
(the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in telephone conversations on April 22, 2016 and April 25, 2016 regarding the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Commission on
February 29, 2016 (the “Form 10-K”). For your convenience, a summary of the Staff’s comments is numbered and presented in bold, italicized text below, and each comment is followed by the Company’s response. All
page references are to page numbers in the Form 10-K.

 Business, Page 1

1. In future filings, please describe in greater detail the competitive landscape for private middle market debt investments and, if known or reasonably
available, disclose the percent of the market occupied by competitors. To the extent that the identities of your competitors are material to this discussion, please consider providing the names of your competitors as well. Please refer to
Item 101(c)(1)(x) of Regulation S-K.

 In future filings, the Company will include the following disclosure in “Item 1. Business”:

 “Competition

Our primary competitors for investments include other BDCs and investment funds (including private equity funds, mezzanine funds and CLO
funds). In addition, alternative investment vehicles, such as hedge funds, have begun to invest in areas in which they have not traditionally invested, including making investments in middle market private

 Jacob Sandoval

June 15, 2016

  Page
 2

 U.S. companies. We also compete with traditional financial services companies such as
commercial banks. We believe we will be able to compete with these entities for financing opportunities on the basis of, among other things, the experience of FB Advisor’s senior management team, together with the wider resources of GSO’s
investment team. Furthermore, we believe that regulatory changes and other factors have diminished the role of traditional financial institutions and certain other capital providers in providing financing to middle market private U.S. companies and
that this trend will continue and will provide additional opportunities for us to compete. For additional information, see “—Market Opportunity” and “—Potential Competitive Strengths.”

Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For
example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These
characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than us. Furthermore, many of our competitors have greater experience
operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on us as a BDC. For additional information concerning the competitive risks we face, see “Item 1A. Risk Factors—Risks Relating to Our Business
and Structure—We may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses.”

Risk Factors, Page 25

 2. Please confirm
that the Company has considered the disclosure of the most significant risks applicable to the Company. Please refer to Item 503(c) of Regulation S-K.

The Company confirms that it has considered the requirements of Item 503(c) of Regulation S-K and that the risk factor disclosure in Part I.
Item 1A. “Risk Factors” of the Form 10-K contains a discussion of what the Company believes to be the most significant risks that affect the Company.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, Page 62

3. Please confirm if consideration has been given to the potential impact of price declines in the energy sector. Please refer to
Item 303(a)(3)(ii) of Regulation S-K and Section III.B.3 of SEC Release 33-8350.

 Jacob Sandoval

June 15, 2016

  Page
 3

 The Company confirms that consideration has been given to the potential impact of price declines in the
energy sector. For example, the Company added a risk factor to its annual report on Form 10-K regarding the potential negative impact on the Company’s energy industry investments from a prolonged continuation of depressed oil and natural gas
prices. See, “Item 1A. Risk Factors—A prolonged continuation of depressed oil and natural gas prices could negatively impact the energy and power industry and energy-related investments within our investment portfolio.” The Company
also noted in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Net Change in Unrealized Appreciation (Depreciation) on Investments and Unrealized Gain (Loss) on
Foreign Currency” that its net change in unrealized depreciation for the year ended December 31, 2015 was driven, in part, by decreased valuations of certain of the Company’s energy investments.

However, as of December 31, 2015, the Company did not believe that its results of operations, liquidity or capital resources would be materially impacted
by then-current pricing trends in the energy sector. As of December 31, 2015, energy-related investments comprised approximately 9% of the Company’s investment portfolio based on fair value, and 87% of such energy-related investments based
on fair value were in three direct originations. In these direct originations, the Company was generally at the top of the capital structure and benefited from strong asset coverage. Notwithstanding depressed energy prices as of December 31,
2015, the Company believed its investments would continue to perform well.

 In light of the foregoing, the Company believes that the disclosure in its
annual report on Form 10-K in respect of the potential impact of price declines in the energy sector is adequate. The Company will continue to consider the potential impact of price declines in the energy sector in its disclosure in future filings
with the Commission.

 Quantitative and Qualitative Disclosures About Market Risk, Page 102

4. Given the Company’s exposure to foreign currency exchange rate risk, please explain to us how the Company determined it was unnecessary to
provide quantitative and qualitative disclosures about foreign currency risk. Please refer to Item 305 of Regulation S-K.

 The Company
respectfully submits that it did not include disclosure regarding market risk associated with foreign currency exchange rates because (i) as of December 31, 2015, the Company had an immaterial amount of investments denominated in foreign
currencies that exposed the Company to risk from changes in foreign currency exchange rates and (ii) foreign currency exchange rate fluctuations have not historically had a material effect on the Company’s results of operations. The
Company will continue to consider whether disclosure relating to foreign currency risk should be included in future filings under Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”

 Jacob Sandoval

June 15, 2016

  Page
 4

 Consolidated Balance Sheets, Page 107

5. Please confirm whether all cash listed on the Company’s Consolidated Balance Sheets is unrestricted with respect to the financing arrangement
with JPMorgan Chase Bank. Please refer to Regulation S-X, Rule 5-02(1).

 The Company confirms that all cash listed on the Company’s
Consolidated Balance Sheets is unrestricted with respect to the financing arrangement with JPMorgan Chase Bank.

 Consolidated Schedule of
Investments, Page 117

 6. Please explain why in the Company’s Consolidated Schedule of Investments, the investment in Sorenson
Communications, Inc.’s common equity does not have an amortized cost.

 The Company received common equity in Sorenson Communications, Inc.
(“Sorenson”) during the three months ended June 30, 2014 in connection with Sorenson’s bankruptcy restructuring. At such time, based on the Company’s evaluation and the court documents related to the Sorenson
bankruptcy, the Company did not allocate any cost to the Sorenson common equity. As Sorenson’s financial position and results of operations had improved over time, the Company’s independent third-party valuation service that values such
investment and the Company’s board of directors had increased the fair value of the Sorenson common equity to approximately $33.1 million as of December 31, 2015.

Notes to Consolidated Financial Statements

Note 4. Related Party Transactions, Page 135

7. In future filings, please provide more detailed disclosure in the notes to the financial statements describing the compensation paid to the
Company’s investment sub-adviser.

 In response to the Staff’s comment, the Company directs the Staff to the following disclosure in the
risk factor “FB Advisor, GDFM and their affiliates, including our officers and some of our directors, face conflicts of interest as a result of compensation arrangements between us and FB Advisor, and FB Advisor and GDFM, which could result in
actions that are not in the best interests of our stockholders”:

 “We pay to FB Advisor an incentive fee that is based on the
performance of our portfolio and an annual base management fee that is based on the average value of our gross assets, and FB Advisor shares a portion of these fees with GDFM pursuant to the investment sub-advisory agreement between FB Advisor and
GDFM.”

 Jacob Sandoval

June 15, 2016

  Page
 5

 Because the investment sub-adviser has been engaged by the Company’s investment adviser and the
Company’s investment adviser is responsible for compensating the Company’s investment sub-adviser, the Company respectfully declines to provide additional disclosure in the notes to its financial statements describing the fees paid to the
investment sub-adviser as these fees are not an obligation of the Company and do not give rise to a related party transaction of the Company that is required to be disclosed.

8. Please confirm that the Company has disclosed all related party transactions, to the extent known. Please refer to Accounting Standards Codification
850-10-50, Related Party Disclosures.

 The Company confirms that it has disclosed all related party transactions, to the extent known, that are
required to be disclosed.

 Note 5. Distributions, Page 141

9. Please confirm that the Company records distributions as of the record date rather than the ex-dividend date.

The Company confirms that distributions are recorded as of the record date, not the ex-dividend date.

Note 8. Financing Arrangements, Page 152

10. Please confirm that the Company has provided the appropriate accounting disclosure of the financing arrangement with JPMorgan Chase Bank, in
accordance with Accounting Standards Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.

The Company confirms that is has provided the appropriate accounting disclosure of the financing arrangement with JPMorgan Chase Bank.

Note 11. Financial Highlights, Page 166

11. Please confirm that the Company’s calculation of total return conforms with Instruction 13 to Item 4 of Form N-2.

 Jacob Sandoval

June 15, 2016

  Page
 6

 In future filings, the Company will revise the calculation of total return based on market value to assume
reinvestment of distributions at prices obtained by the Company’s distribution reinvestment plan, consistent with Instruction 13 to Item 4 of Form N-2.

* * * * * * *

 The Company hereby acknowledges
that: (i) the review of these filings by the Commission or the Staff, acting pursuant to delegated authority, does not foreclose the Commission from taking action with the respect to the filing; (ii) the review of these filings by the
Commission or the Staff, acting pursuant to delegated authority, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert the review of this
filing by the Commission or the Staff, acting pursuant to delegated authority, as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * *

 If you have any questions or if
you require additional information, please do not hesitate to contact me at 215-994-2510.

 Sincerely,

/s/ James A. Lebovitz

James A. Lebovitz

Cc:
James O’Connor, Esq.

Marianne Dobelbower, Esq.

Christina DiAngelo Fettig

 Securities and Exchange Commission

Stephen S. Sypherd

 FS Investment Corporation

CORRESP
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CORRESP

 FS INVESTMENT CORPORATION

201 ROUSE BOULEVARD

 PHILADELPHIA,
PENNSYLVANIA 19112

 (215) 495-1150

June 2, 2016

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Washington, DC 20549

Attn: James E. O’Connor, Esq.

Re:

FS Investment Corporation

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

File Number 333-205180

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, FS Investment Corporation, a Maryland corporation (the “Company”), respectfully requests acceleration of the effective date of Post-Effective Amendment No. 2 to the
Registration Statement on Form N-2 (File No. 333-205180) (the “Registration Statement”) so that such Registration Statement may be declared effective at 4:00 p.m. or such earlier time as is convenient on Friday, June 3,
2016, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to James A. Lebovitz of Dechert LLP
at (215) 994-2510, and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges that (i) should the U.S.
Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

FS INVESTMENT CORPORATION

By:

 /s/ Stephen S. Sypherd

Name:

Stephen S. Sypherd

Title:

Vice President

CORRESP
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CORRESP

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

JAMES A. LEBOVITZ

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

+1 215 655 2510 Fax

 May 27, 2016

 VIA EDGAR

 James O’Connor, Esq.

 Jacob Sandoval

Securities and Exchange Commission

 Division of Investment
Management, Disclosure Review Office

 100 F Street, N.E.

Washington, DC 20549

Re:
FS Investment Corporation

 Post-Effective Amendment No. 1 to Registration Statement on Form N-2
(File No. 333-205180)

 Dear Messrs. O’Connor and Sandoval:

On behalf of FS Investment Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the
staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in telephone conversations on April 22, 2016 and May 2, 2016 regarding the Company’s
Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-205180) (the “Registration Statement”) and the prospectus included therein. For your convenience, a summary of the Staff’s comments is
numbered and presented in bold, italicized text below, and each comment is followed by the Company’s response. All page references are to page numbers in the Registration Statement.

We also describe below the changes that the Company has made in response to the Staff’s comments in Post-Effective Amendment No. 2 to the Registration
Statement on Form N-2, filed by the Company on May 27, 2016 (the “Revised Registration Statement”).

 Prospectus Summary

 About FB Advisor, Page 3

 1.
Please update the disclosure in footnote 3 to the table to refer to the two new feeder funds affiliated with FS Global Credit Opportunities Fund.

 James O’Connor, Esq.

Jacob Sandoval

 May 27,
2016

  Page
 2

 The Company accepts the Staff’s comment and has revised the disclosure in the Revised Registration
Statement to read as follows:

 “Two funds affiliated with FS Global Credit Opportunities Fund, FS Global Credit Opportunities
Fund—A, and FS Global Credit Opportunities Fund—D, FS Global Credit Opportunities Fund—T and FS Global Credit Opportunities Fund—ADV, or together, the FSGCOF Offered Funds, which have the same investment
objectives and strategies as FS Global Credit Opportunities Fund, currently offer common shares of beneficial interest to the public and invest substantially all of the net proceeds of their respective offerings in FS Global Credit Opportunities
Fund. Two other funds affiliated with FS Global Credit Opportunities Fund, FS Global Credit Opportunities Fund—A and FS Global Credit Opportunities Fund—D, or together, the FSGCOF Closed Funds, which also have the same investment
objectives and strategies as FS Global Credit Opportunities Fund, closed their respective continuous public offerings to new investors in April 2016.”

Risk Factors, Page 7

 2. The second bullet
on page 7 of the Registration Statement refers to the annual distribution requirement as a qualification for regulated investment company (“RIC”) status. Please note, the Company will not “fail to qualify as a RIC” if it
does not distribute at least 90% of its income and short-term capital annually. While the income test of Section 851(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and the asset test of Section 851(b)(3)
of the Code are RIC qualification requirements, the distribution requirements of Section 852 of the Code are not. Please revise the disclosure to reflect this distinction.

The Company accepts the Staff’s comment and has revised the disclosure in the Revised Registration Statement to read as follows:

“As a result of the annual distribution requirement to maintain our qualification ability to be subject to tax as
a RIC, we will likely need to continually raise cash or borrow to fund new investments. At times, these sources of funding may not be available to us on acceptable terms, if at all.”

Risk Factors

 Risks Related to Our
Investments, Page 33

 3. A credit default swap is a derivative that creates a senior security, as defined in Section 18(g) of the Investment
Company Act of 1940, as amended (the “1940 Act”). Please explain, where appropriate, how the Company’s investments in loan-only credit default swap (“LCDS”) and loan-only credit swap index
(“LCDX”) contracts conform to the requirements of Investment Company Act Release No. 10666 (April 18, 1979), as modified by Dreyfus Strategic Investing & Dreyfus Strategic Income (June 22, 1987) and Merrill Lynch Asset
Management,

 James O’Connor, Esq.

Jacob Sandoval

 May 27,
2016

  Page
 3

L.P. (July 2, 1996). It is the position of the Staff that where the Company sells LCDS and LCDX contracts it must segregate liquid assets equal to the full, un-netted amount of its
contractual obligation (notional amount) to avoid senior security treatment through Investment Company Act Release No. 10666.

 The Company
respectfully submits that it has no current plans to invest in LCDS or LCDX contracts. The Company acknowledges that if it enters into a LCDS or LCDX contract as the seller of credit protection, it will segregate cash, cash equivalents or
highly-liquid securities with a value equal to the notional amount of protection sold under any such contract.

 Risks Related to Debt Financing,
Page 40

 4. Item 8.3(b)(3) of Form N-2 requires a registrant to provide a table illustrating the effect on return to a common stockholder of
leverage (using senior securities), in the format, using the captions, and assuming the annual returns specified by Item 8.3(b)(3). Please confirm that the Company’s tabular disclosure conforms to Item 8.3(b)(3) and the instructions thereto.

 The Company has revised the tabular disclosure illustrating the effect of leverage in the Revised Registration Statement to round all percentages
to the nearest hundredth of one percent as required by Instruction 1 to Item 8.3(b)(3) of Form N-2. The Company confirms such tabular disclosure in the Revised Registration Statement conforms to the requirements of Item 8.3(b)(3) of Form N-2 and the
instructions thereto.

 5. Please state the amount of the leverage in the risk factor “Our equity investments in Locust Street and Race Street
have a high degree of leverage.”

 The Company accepts the Staff’s comment and has revised the disclosure in the Revised Registration
Statement to read as follows:

 “The repurchase amount payable as of March 31, 2016 by Race Street to JPM under the JPM Facility
in respect of the issued Class A Notes is $800725 million (which is the amount of debt financing outstanding under the JPM Facility), plus applicable interest accruing at a fixed rate of 3.25% per
annum, and as of December March 31, 20165, the fair value of assets held by Race Street was approximately $818792 million.”

6. The Staff notes the Company’s disclosure in the risk factor “Restructurings of investments held by Locust Street or Race Street, if any,
may decrease their value and reduce the value of our equity interests in these entities.” Please explain whether amendments of investments would be intended to rectify situations where assets are already nonconforming under the terms of the JPM
Facility documentation.

 James O’Connor, Esq.

Jacob Sandoval

 May 27,
2016

  Page
 4

 The Company respectfully submits that the amendments referred to in the noted disclosure relate to the terms
of the underlying investments and the fact that any such amendments, particularly during periods of economic uncertainty, may result in the underlying investments no longer meeting the specified criteria in the facility documentation on and after
the effective time of any such amendment.

 Risks Related to U.S. Federal Income Tax, Page 50

7. Please distinguish between qualification requirements and the distribution requirement to avoid double taxation in the risk factor “We will be
subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code or to satisfy RIC distribution requirements.”

The Company accepts the Staff’s comment and has revised the disclosure in the Revised Registration Statement to read as follows:

“We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code or to satisfy
the RIC annual distribution requirements.

Besides maintaining our election to be treated as a BDC under the 1940 Act, in order for us to qualify for and
maintain as a RIC tax treatment under Subchapter M of the Code, we must meet the following annual distribution, income source and asset diversification requirements. See “Material U.S. Federal
Income Tax Considerations—Taxation as a RIC.”

•

The annual distribution requirement for RIC tax treatment will be satisfied if we distribute to our stockholders, for each tax year, dividends of an amount at least equal to the sum of 90% of our investment
company taxable income, which is generally the sum of our ordinary net income and realized net short-term capital gains in excess of realized net long-term capital losses, without regard to any deduction for dividends paid. Because we may use debt
financing, we are subject to an asset coverage ratio requirement under the 1940 Act and may in the future become subject to certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making
distributions necessary to satisfy the annual distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.

 James O’Connor, Esq.

Jacob Sandoval

 May 27,
2016

  Page
 5

•

The 90% income test will be satisfied if we obtain at least 90% of our gross income for each tax year from dividends, interest, gains from the sale of securities or similar sources.

•

The diversification tests will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our tax year. To satisfy these requirements, at least 50% of the value of our assets must
consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting
securities of such issuer; and no more than 25% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined
under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly-traded partnerships.” Failure to meet these requirements may result in our having to dispose
of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and
could result in substantial losses.

 In any taxable year in which we qualify as a RIC, in order for us to
be able to be subject to tax as a RIC, we are required to meet an annual distribution requirement. The annual distribution requirement for RIC tax treatment will be satisfied if we distribute to our stockholders, for each tax
year, dividends of an amount at least equal to the sum of 90% of our investment company taxable income, which is generally the sum of our ordinary net income and realized net short-term capital gains in excess of realized net long-term capital
losses, without regard to any deduction for dividends paid. Because we may use debt financing, we are subject to an asset coverage ratio requirement under the 1940 Act and may in the future become subject to certain financial covenants under loan
and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the annual distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax
treatment and thus become subject to corporate-level income tax.

 We must satisfy these tests on an ongoing basis in
order to maintain RIC tax treatment, and may be required to make distributions to stockholders at times when it would be more advantageous to invest cash in our existing or other investments, or when we do not have funds readily available for
distribution. Compliance with the RIC tax requirements may hinder our ability to operate solely on the basis of maximizing profits and the value of our stockholders’ investments. If we fail to qualify for or maintain RIC tax treatment for any
reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.”

 James O’Connor, Esq.

Jacob Sandoval

 May 27,
2016

  Page
 6

 8. Please disclose that, to the extent original issue discount instruments, such as zero coupon bonds
and PIK loans, constitute a significant portion of the Company’s income, investors will be exposed to risks associated with such income being required to be included in taxable and accounting income prior to the receipt of cash, including the
following:

a)
The higher interest rates of PIK loans reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than
coupon loans.

b)
PIK loans may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.

c)
An election to defer PIK interest payments by adding them to loan principal increases the Company’s gross assets, thus increasing the adviser’s future base management fees, and increases future
investment income, thus increasing the adviser’s future income incentive fees at a compounding rate.

d)
Market prices of zero-coupon or PIK securities are affected to a greater extent by interest rate changes and may be more volatile than securities that pay interest periodically and in cash. PIK securities are
usually less volatile than zero-coupon bonds, but more volatile than cash pay securities.

e)
Because original issue discount income is accrued without any cash being received by the Company, required cash distributions may have to be paid from offering proceeds or the sale of assets without investors
being given any notice of this fact.

f)
The deferral of PIK interest increases the loan-to-value ratio, which is a measure of the riskiness of a loan.

g)
Even if the accounting conditions for income accrual are met, the borrower could still default when the Company’s actual payment is due at the maturity of the loan.

h)
Original issue discount creates risk of non-refundable cash payments to the adviser based on non-cash accruals that may never be realized.

 James O’Connor, Esq.

Jacob Sandoval

 May 27,
2016

  Page
 7

i)
Because original issue discount will be included in the Company’s “investment company taxable income” for the year of the accrual, the Company may be required to make distributions to shareholders
to satisfy the annual distribution requirement applicable to RICs, even where the Company has not received any corresponding cash amount. As a result, the Company may have difficulty meeting the annual distribution requirement necessary to maintain
favorable tax treatment. If the Company is not able to obtain cash from other sources, and chooses not to make a qualifying share distribution, it may become subject to corporate-level income tax.

The Company has included additional disclosure on pages 39-40 and 52 of the Revised Re

CORRESP
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SEC Response Letter - Accounting Comments

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

JAMES A. LEBOVITZ

james.lebovitz@dechert.com

+1 215 994 2510 Direct

+1 215 655 2510 Fax

June 22, 2015

 VIA EDGAR

Tony Burak

 Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

 100
F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation (File No. 333-195863)

 Dear Mr. Burak:

On behalf of FS Investment Corporation (“FSIC” or the “Company”), set forth below are the Company’s responses to the
oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on May 7, 2015 to the Company regarding the Company’s
Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-195863) and the prospectus included therein.

 For your
convenience, a summary of the Staff’s comments is numbered and presented in bold, italicized text below, and each comment is followed by the Company’s response.

Financial Statements

 Consolidated
Schedule of Investments, Page F-10

 1. Please include information with respect to affiliated dividend and interest income that is set
forth in the statement of operations, as required by Rule 12-14 of Regulation S-X.

 In future filings with the Commission, FSIC will include, as
applicable, the disclosure required by Rule 12-14 of Regulation S-X.

 2. The Consolidated Schedule of Investments notes that, as of
December 31, 2014, the Company had an unfunded contingent warrant commitment of $2.475 million based on fair value. Why is this amount not discussed in Note 6 to the Notes to the Consolidated Financial Statements? In addition, to what does the
$788,000 unfunded commitment amount for an equity investment in Note 6 to the Notes to the Consolidated Financial Statements refer?

 The
“Unfunded Contingent Warrant Commitment” relates to a portion of the warrants that FSIC received in connection with an investment it made in NewStar Financial, Inc. (“NewStar”) in November 2014. FSIC made this
investment as part of a co-investment with FS Investment Corporation II (“FSIC II”) and FS Investment Corporation III (“FSIC III”, and together with

 Tony Burak

 June 22, 2015

Page 2

FSIC and FSIC II, the “FSIC Funds”). The FSIC Funds made an aggregate commitment to fund a $200 million unsecured note ($50 million of which is an FSIC commitment) and
received a total of 9.5 million warrants (2.375 million of which were received by FSIC). Upon the satisfaction of certain conditions, NewStar may request that the FSIC Funds fund additional unsecured notes in an aggregate amount not to
exceed $100 million (up to $25 million of which would be funded by FSIC). If the FSIC Funds decline to fund any such additional amounts requested by NewStar, they would collectively forfeit up to 1.5 million of the warrants they received (up to
375,000 of which would be forfeited by FSIC). FSIC included all of the 2.375 million warrants it received on its schedule of investments. FSIC also included on its schedule of investments a contra asset with respect to the fair value of
the 375,000 warrants that are potentially subject to forfeiture. As of December 31, 2014, the fair value of the 375,000 warrants that were potentially subject to forfeiture was $2.475 million (or $6.60 per warrant).

The $2.475 million of “Unfunded Contingent Warrant Commitment” was not discussed in Note 6 because the amount does not represent an obligation to
fund an investment. As discussed above, the amount relates to the fair value of the 375,000 warrants that are potentially subject to forfeiture. In future filings with the Commission, FSIC will include footnote disclosures on its schedule of
investments to clarify to what any “Unfunded Contingent Warrant Commitments” relate.

 The $788,000 unfunded commitment for an equity investment
referenced in Note 6 refers to a $1.088 million commitment to purchase shares of preferred stock in Altus Power America, Inc., of which $300,000 had been funded as of December 31, 2014. In future filings with the Commission, FSIC will include
disclosures in the notes to its financial statements explaining to what any unfunded equity investments relate.

 Note 4 to the Notes to the
Consolidated Financial Statements—Related Party Transactions—Compensation of the Investment Adviser, Page F-34

 3. We note
that while stockholder approval of the Company’s current investment advisory agreement was pending, the Company’s investment adviser agreed to waive a portion of the annual base management fee. Please confirm whether the Company’s
investment adviser may recoup the waived fees.

 The Company confirms that the waived portion of the annual base management fee may not be recouped
by the Company’s investment adviser.

 * * * * * * *

The Company hereby acknowledges that: (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking action with respect to the filing; (ii) the action of the Commission or the Staff, acting

 Tony Burak

 June 22, 2015

Page 3

pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * *

 If you have any questions or if
you require additional information, please do not hesitate to contact me at 215-994-2510.

Sincerely,

 /s/ James A. Lebovitz

James A. Lebovitz

Cc:
James O’Conner, Esq.

 Christina DiAngelo Fettig

  Securities and Exchange Commission

Stephen S. Sypherd

  FS Investment Corporation

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Correspondence

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

May 14, 2015

 JAMES A. LEBOVITZ

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

+1 215 655 2510 Fax

 VIA EDGAR

 James
O’Connor, Esq.

 Senior Counsel

 Division
of Investment Management

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation Preliminary Proxy Statement on Schedule 14A

 (File
No. 814-00757)

 Dear Mr. O’Connor:

 On
behalf of FS Investment Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) on April 30, 2015 to the Company regarding the Company’s Preliminary Proxy Statement on Schedule 14A, as filed with the Commission on April 20, 2015 (the
“Proxy Statement”).

 For your convenience, a summary of the Staff’s comments is numbered and presented in bold, italicized text
below, and each comment is followed by the Company’s response.

 1. Because both proposals are non-routine, does the Company expect to have any
broker non-votes at the meeting?

 The Company notes the Staff’s comment and respectfully submits that while the Company does not anticipate
any broker non-votes because brokers and nominees do not have discretionary voting power on either proposal, it is possible that a broker non-vote could occur in the event that a broker or nominee receives instructions from a beneficial owner or
person entitled to vote on one proposal but not the other proposal.

 2. Please state whether the Company’s board of directors has a formal
diversity policy. See Section 407(c)(2)(vi) of Regulation S-K, applied through Item 22(b)(15)(ii)(A) of Schedule 14A.

The Company notes the Staff’s comment and respectfully submits that the Company’s board of directors has not adopted a formal diversity policy with
regard to the consideration of diversity in identifying director nominees. As disclosed on page 7 of the Proxy Statement, the Company’s board of directors considers, among other things, diversity in gender, ethnicity and race when considering
each director and the composition of the Company’s board of directors as a whole.

 James O’Connor, Esq.

 May 14, 2015

 Page
 2

Additionally, the charter of the nominating and corporate governance committee of the Company’s board of directors charges the committee with considering, among other things, diversity when
reviewing the background and qualifications of individuals being considered as director candidates.

 3. Please confirm that there were no legal
proceedings in the past 10 years against any of the Company’s directors, nominees, or officers and none that are pending. See Item 401(f)(7) and (8) of Regulation S-K, applied through Item 22(b)(11) of Schedule 14A.

The Company notes the Staff’s comment and confirms that there have been no legal proceedings in the past 10 years against any of the Company’s
directors, nominees, or officers that would require disclosure pursuant to Item 401(f)(7) and (8) of Regulation S-K, and that no such legal proceedings are pending.

4. Because the Company’s chief executive officer is also chairman of the Company’s board of directors, please explain why the Company does not
have a policy regarding the appointment of a lead independent director.

 The Company notes the Staff’s comment and respectfully submits that
although the Company does not have a formal policy regarding the appointment of a lead independent director, as disclosed on page 20 of the Proxy Statement, the Company’s board of directors appointed Mr. Michael J. Hagan as lead
independent director of the Company’s board on August 7, 2013, a role he has held since that time. While the Company’s board of directors has determined that its current structure is appropriate, it will continue to evaluate its
current structure in order to determine if in the future any changes are in the best interests of the Company and its stockholders.

 5. Please
disclose why the Company has determined that its leadership structure is appropriate given its specific characteristics or circumstances. See Item 407(h) of Regulation S-K, applied through Item 22(b)(11) of Schedule 14A.

The Company notes the Staff’s comment and respectfully submits that, as disclosed on page 20 of the Proxy Statement, the Company’s board of
directors has determined that the Company’s leadership structure is appropriate based on the size and complexity of the Company and the extensive regulation to which the Company is subject as a business development company and because its
shares of common stock are listed on the New York Stock Exchange. In future filings, the Company will strike “after considering various factors” from such description to make clear that the foregoing are the factors that the Company’s
board of directors considered.

 6. We suggest that a separate column, as shown in Item 22(b)(1) of Schedule 14A, be used to show all of the
positions held by each officer.

 The Company notes the Staff’s comment and will in future filings make the suggested change.

 James O’Connor, Esq.

 May 14, 2015

 Page
 3

 * * *
* * * *

 The Company hereby acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing and
(ii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * *

 If you have any questions or if
you require additional information, please do not hesitate to contact me at (215) 994-2510.

 Sincerely,

 /s/ James A. Lebovitz

James A. Lebovitz

Cc:
Stephen S. Sypherd

 FS Investment Corporation

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FS Investment Corp--SEC Comment Letter

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

 JAMES A. LEBOVITZ

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

+1 215 655 2510 Fax

 June 18, 2014

 VIA
EDGAR

 James O’Connor, Esq.

  Attorney/Advisor

 Christina DiAngelo Fettig

  Senior Staff Accountant

 Division of Investment
Management

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, DC 20549

 Re: FS Investment Corporation
(File No. 333-195863)

 Dear Mr. O’Connor and Ms. Fettig:

On behalf of FS Investment Corporation (the “Company”), set forth below is the Company’s response to the oral comments provided by the
staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company’s outside legal counsel on June 18, 2014 regarding Pre-Effective
Amendment No. 1 to the Company’s Registration Statement on Form N-2 (File No. 333-195863) (the “Registration Statement”) and the prospectus included therein (the “Prospectus”). For your convenience,
the Staff’s comments are numbered and presented in bold, italicized text below, and each comment is followed by the Company’s response.

Note 4 – Related Party Transaction disclosure relating to the third part of the incentive fee under the investment advisory and administrative
services agreement referred to as the subordinated liquidation incentive fee

 1. Please confirm that the Company’s investment
adviser never earned or received any subordinated liquidation incentive fee in connection with the listing of the Company’s stock on the New York Stock Exchange, LLC or otherwise.

 James O’Connor, Esq.

 Christina DiAngelo
Fettig

 June 18, 2014

  Page
 2

 The Company notes the Staff’s comment and confirms that no subordinated liquidation
incentive fee was ever earned or received by the Company’s investment adviser.

 Description of Our Debt Securities, page 174

2. Because the disclosure in the prospectus provides only a generic description of the debt securities that the Company may issue, please provide us with
a representation that the Company will not file a prospectus supplement for a take-down of a debt offering referred to as “senior” unless the terms of such an offering are fully described in a post-effective amendment or a new registration
statement that must be accelerated by the Staff.

 The Company notes the Staff’s comment and draws the Staff’s attention to the
Company’s response No. 11 in the undersigned’s June 16, 2014 letter to the Staff. The Company understands that the Staff is considering the proposed representation set forth therein. Until the Staff reaches a decision to allow the
proposed representation to address the above comment, the Company hereby represents that the Company will not file a prospectus supplement for a take-down of a debt offering referred to as “senior” unless the terms of such an offering are
fully described in a post-effective amendment or a new registration statement that must be accelerated by the Staff.

 * * * * * * *

 The Company hereby acknowledges that: (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking action with the respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 * * * * * * *

If you have any questions or if you require additional information, please do not hesitate to contact me at (215) 994-2510.

Sincerely,

/s/ James A. Lebovitz

James A. Lebovitz

Cc:
William Goebel

Gerald F. Stahlecker

Stephen S. Sypherd

    FS Investment Corporation

CORRESP
1
filename1.htm

FS Investment Corp--SEC Comment Letter

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

 JAMES A. LEBOVITZ

james.lebovitz@dechert.com

 +1 215 994 2510 Direct

+1 215 655 2510 Fax

 June 18, 2014

 VIA
EDGAR

 Christina DiAngelo Fettig

   Senior
Staff Accountant

 Division of Investment Management

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 Re: FS Investment Corporation (File
No. 333-195863)

 Dear Ms. Fettig:

 On behalf of
FS Investment Corporation (the “Company”), set forth below is the Company’s response to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) to the Company on June 12, 2014, regarding the Company’s Registration Statement on Form N-2 (File No. 333-195863) (the “Registration Statement”) and the
prospectus included therein. For your convenience, the Staff’s comments are numbered and presented in bold, italicized text below, and each comment is followed by the Company’s response.

We also describe below the changes that we have made in response to the Staff’s comments in (i) the Company’s most recent quarterly filing and
(ii) Pre-Effective Amendment No. 1 (“PEA 1”) to the Registration Statement, which the Company filed with the Staff on June 16, 2014.

Form N-2 filed 5/12/2014

 General

 1. Please update the financial information in the N-2 to include the March 31, 2014 quarterly information.

The Company accepts the Staff’s comment and updated the financial information to include the March 31, 2014 quarterly information in PEA 1.

 Christina DiAngelo Fettig

 June 18, 2014

 Page
 2

 2. Please file an amended N-2 and include updated accounting consents. We note that the consent dated
May 8, 2014 from McGladrey LLP consents to the reference to the firm under the caption “Experts”. We note that McGladrey is referenced in sections other than “Experts”.

The Company accepts the Staff’s comment and filed as Exhibit (n)(3) to PEA 1 an updated accounting consent.

3. Please note that the financial statement comments apply to all FS BDCs and FS Global Credit Opportunities Funds, as applicable.

The Company notes the Staff’s comment and will consider, as applicable, the incorporation of the financial statement comments in future filings for all
Franklin Square BDCs and FS Global Credit Opportunities Funds, consistent with the responses below.

 December 31, 2013 Financial Statements

 Page F-6 Consolidated Statements of Assets and Liabilities

4. Add a “Commitments and Contingencies” line item to the Statement of Assets and Liabilities along with a parenthetical reference to the
specific note to financial statements that include disclosures of commitments and contingencies, such as Note 6 on page F-47 that contains disclosure of unfunded commitments. Refer to Article 6-04.15 of Regulation S-X.

The Company accepts the Staff’s comment. The Company included the requested disclosure in its most recent quarterly filing and will continue to include,
as applicable, such disclosure in future filings. The “Commitments and Contingencies” line item on the Balance Sheet, together with a reference to Note 9, that were included in the Company’s most recent quarterly filing can be found
on page F-47 of PEA 1.

 5. The heading immediately above the “Total stockholders’ equity” line item reads, “Net unrealized
appreciation/(depreciation) on investments and total return swap and gain/loss on foreign currency”. Please change “gain/loss” on foreign currency to “unrealized gain/loss”.

 Christina DiAngelo Fettig

 June 18, 2014

 Page
 3

 The Company accepts the Staff’s comment and in future filings will revise the line item to read
“unrealized gain/loss”.

 Page F-7 Consolidated Statements of Operations

6. Please add a line item for “Total Expenses” that includes total operating expenses and excise taxes.

The Company accepts the Staff’s comment and in future filings will add a line item for “Total Expenses” that will include total operating
expenses and excise taxes.

 Page F-8 Consolidated Statements of Changes in Net Assets

7. Next to the “Capital share transactions” disclosure, include a note referencing readers to “Note 3—Share Transactions” that
contains disclosure about the number of shares sold, reinvested and repurchased during the applicable period.

 The Company accepts the Staff’s
comment and in future filings will include a note referencing readers to disclosure regarding share transactions.

 Pages F-10 through F-17
Consolidated Schedule of Investments

 8. We note that certain investments have PIK interest. Also, please see the item addressed in the
AICPA Audit Risk Alert- Investment Company Industry Developments 2013/14:

 .49 Certain registrants have debt investments that pay both PIK
and cash interest. The SEC staff has noticed certain registrants hold debt instruments that have a provision permitting the issuer to determine a range of PIK interest that will be paid, along with a minimum cash percentage to be paid. For example,
a bond may have a 15-percent stated interest rate that includes two rate components: (a) a minimum cash interest rate of 10 percent and (b) a PIK interest rate with a range between 0 percent and 5 percent. The SEC staff believes that if an
issuer has the ability to pay a range of PIK interest, the current PIK and cash interest rates should be disclosed on the schedule of investments, along with the possible PIK interest rate range or the maximum PIK interest rate that could be paid.
For example, if the issuer of the bond previously referenced with a 15-percent stated interest rate is currently paying 12 percent cash

 Christina DiAngelo Fettig

 June 18, 2014

 Page
 4

interest and 3 percent PIK interest as of the date of the financial statements, then the schedule of investments would disclose the current 12 percent cash and 3 percent PIK interest rates, along
with the range of possible PIK interest rates that could be paid (0-5 percent) or the maximum allowable amount of PIK interest (0 percent to 5 percent).

The Company accepts the Staff’s comment and included additional disclosure in its most recent quarterly filing and will continue to include, as
applicable, such disclosure in future filings.

 9. Page F-12 discloses “Unfunded loan commitments” in the amount of $48,439 in the
Schedule of Investments. Include the issuer to which these unfunded commitments relate on the statement or in the notes. Note 6 on page F-47 references “one equity investment with aggregate unfunded commitments of
$4,629”. We did not see this amount disclosed on the Consolidated Schedule of Investments. Why? Also, please describe the circumstances that would cause the unfunded commitments to be disclosed on the Schedule of Investments and the
circumstances that would cause the unfunded commitments to be disclosed only in the Notes to Financial Statements.

 The Company accepts the
Staff’s comment and included additional disclosure in its most recent quarterly filing and will continue to include, as applicable, such disclosure in future filings. The Company notes that “Unfunded Loan Commitments” are disclosed on
the Schedule of Investments as there is a potential for changes in the fair value of such commitments; accordingly, the Balance Sheet and Schedule of Investments are adjusted to reflect the effect of any such changes in value. The value of unfunded
equity commitments, however, does not change and, therefore, no similar adjustment to the Balance Sheet and Schedule of Investments is necessary. The Company notes that the unfunded equity commitments are appropriately disclosed in Note 6 to the
consolidated financial statements.

 10. The Schedule of Investments discloses that the rate is based on L+ a spread. Disclose the specific
LIBOR rate used and disclose the rate in effect at the reporting period date in a footnote to the Schedule of Investments.

 The Company accepts the
Staff’s comment and included additional disclosure in its most recent quarterly filing and will continue to include, as applicable, such disclosure in future filings.

 Christina DiAngelo Fettig

 June 18, 2014

 Page
 5

 11. We note that certain investments are denominated in foreign currencies. In future filings,
please include the disclosure requirements of the AICPA Audit & Accounting Guide of Investment Companies as of May 1, 2013 (AAG-INV 7.124): “Notes to the financial statements should state an entity’s practice of either
including or excluding that portion of realized and unrealized gains and losses from investments that result from foreign currency changes with or from other foreign currency gains and losses.”

The Company accepts the Staff’s comment and in future filings will include the requested disclosure.

12. We note that the fund invests in “Collateralized Securities”. What percentage of the fund’s total assets can be invested in
collateralized securities? Please explain in a note to the financial statements the “rate” disclosed for certain collateralized securities. This comment applies to the rates that are not based on a LIBOR rate plus a
spread. For example, the security “Rampart CLO 2007 IA Class Subord” discloses a rate of 40.3%. Below is an example of such disclosure:

“The CLO subordinated notes and income notes are considered equity positions in the CLO funds. Equity investments are entitled to
recurring distributions which are generally equal to the remaining cash flow of the payments made by the underlying fund’s securities less contractual payments to debt holders and fund expenses. The estimated yield indicated is based upon a
current projection of the amount and timing of these recurring distributions and the estimated amount of repayment of principal upon termination. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be
realized.”

 Are any of the “Collateralized Securities” non-income producing investments? If so, these
should be identified as such with a note. Refer to footnote 5 to Article 12-12 of Regulation S-X.

 The Company notes the Staff’s comment
and respectfully submits that, as noted on pages 3 and 111 of PEA 1, at March 31, 2014, 3% of the Company’s investment portfolio consisted of collateralized securities. The Company does not currently intend to materially increase its
investments in collateralized securities.

 Christina DiAngelo Fettig

 June 18, 2014

 Page
 6

If market conditions improve for collateralized securities, investment in those securities could increase in the future; provided that the Company does not expect such investments to exceed 5% of
the Company’s invested portfolio. The Company further notes that its collateralized securities are not equity investments.

 The Company in future
filings will include additional disclosure to address the Staff’s comment, as applicable.

 Notes to Consolidated Financial Statements

 13. Note 1—Page F-30 describes “another wholly-owned subsidiary through which it may hold certain investments in portfolio
companies from time to time”. Please provide more detail regarding the nature of this wholly-owned subsidiary.

 The Company notes the
Staff’s comment and supplementally informs the Staff that such entity was formed for tax purposes and was unfunded as of December 31, 2013.

14. Note 4—Related Party Transactions on page F-39 discloses three parts to the incentive fee calculation:

“The third part of the incentive fee, which is referred to as the subordinated liquidation incentive fee, equals 20.0% of the net
proceeds from a liquidation of the Company in excess of adjusted capital, as calculated immediately prior to liquidation. The investment advisory and administrative services agreement will be amended effective upon the listing of the Company’s
common stock on a national securities exchange, if any, to eliminate the subordinated liquidation incentive fee.”

Please remove this disclosure in future filings and confirm that no subordinated liquidation incentive fee was paid or accrued and no
subordinated liquidation incentive fee will be paid or accrued.

 The Company accepts the Staff’s comment and in future filings will delete the
above-referenced disclosure.

 Christina DiAngelo Fettig

 June 18, 2014

 Page
 7

 15. Page F-40—The chart on page F-40 discloses “$5,165 of administrative services expenses
paid to FB Advisor”. Please reconcile this amount to the amount of $1,390 of “Accounting and administrative fees” disclosed on the Statement of Operations.

The Company notes the Staff’s comment and respectfully submits that the $1,390 of “Accounting and administrative fees” disclosed on the
Statement of Operations related to payments made to the Company’s co-administrator, State Street Bank and Trust Company.

 16. Page F-51
Footnote (1) to the Significant Unobservable Inputs table discloses that the remaining Level 3 assets were valued by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period
end”. Disclose the dollar amount of these Level 3 assets and include them in the chart.

 The Company accepts the Staff’s comment and
in future filings will include the requested disclosure.

 17. Page F-51—We note that the “Equity/Other” investments are valued using
multiple valuation techniques. Bifurcate the fair value by valuation technique. This matter was discussed during the AICPA expert panel meeting held on December 12, 2012:

http://www.aicpa.org/InterestAreas/FRC/IndustryInsights/DownloadableDocuments/INV/INV_EP_Minutes/

INV_ExpertPanel_Minutes_Archive.pdf

e. During the November conference call, the SEC staff referred to the SEC’s CorpFin staff remarks at the recent AICPA National
Conference on Banks & Savings Institutions regarding the use of multiple valuation techniques for certain classes of instruments, where such techniques are not bifurcated by fair value under each valuation approach. The SEC staff provided
an example of a BDC with senior debt in Level 3, where both a discounted cash flows valuation technique and market comparable valuation technique were used, each technique used for different holdings within senior debt. The fund only provided total
fair value for the total senior debt and did not separately disclose the fair value derived from the discounted cash flow technique and the fair value derived from the market comparable technique. The remarks are available at
http://sec.gov/news/speech/2012/spch091212sc.pdf.

 Christina DiAngelo Fettig

 June 18, 2014

 Page
 8

 The Company notes the Staff’s comment and respectfully submits that it will take such comment under
consideration for future filings.

 18. Note 8. Financing Arrangements—Please disclose the rate of the “non-usage fee” or the
“commitment fee” on each financing facility.

 The Company accepts the Staff’s comment and included additional disclosure with
respect to the amount of non-usage fees paid in its most recent quarterly filing and will continue to include, as applicable, such disclosure in future filings.

19. Note 8. Financing Arrangements—Please disclose the “Default rates”.

The Company notes the Staff’s comment and respectfully submits that it will take such comment under consideration for future filings.

20. Page F-57- Disclose the fees paid to the collateral manager and collateral administrator.

The Company notes the Staff’s comment. The Company respectfully submits that fees paid by its wholly-owned subsidiaries to the Company for services as
collateral manager are eliminated in consolidation and that fees paid to the respective collateral administrators are immaterial. Therefore, the Company believes that the current disclosure is complete.

N-2 filed 5/12/2014

 21. Confirm that excise
taxes are included in the fee table estimates.

 The Company notes the Staff’s com

CORRESP
1
filename1.htm

FS Investment Corp--CORRESP

 May 20, 2014

 VIA
EDGAR

 James O’Connor, Esq.

 Attorney/Advisor

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation Preliminary Proxy Statement on Schedule 14A

(File No. 001-36420)

 Dear Mr. O’Connor:

On behalf of FS Investment Corporation (the “Company”), set forth below is the Company’s response to the comments provided by the staff
of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on May 19, 2014, regarding the Company’s Preliminary Proxy Statement on
Schedule 14A (File No. 001-36420) (the “Proxy Statement”).

 For your convenience, the Staff’s comments are numbered and
presented in italicized text below, and each comment is followed by the Company’s proposed response.

 1. We note that “broker
non-votes” exist only where a single proxy contains both “routine” and “non-routine” proposals under Rule 452 of the New York Stock Exchange LLC. If, as here, however, the only proposals are non-routine, there will be no
broker discretionary voting on at least one proposal and, thus, there will be no broker non-votes present at the meeting. As required by Item 21(b) of Schedule 14A, please revise the disclosure to reflect that, as a result of the combination of
Rule 452 and Section 2(a)(42)(A) of the Investment Company Act of 1940, as amended, the uninstructed shares held by brokers will not be counted as shares present for purposes of a quorum and will have the effect of a vote against the proposal.
Does the Company expect to have any broker non-votes at the meeting?

 James O’Connor, Esq.

May 20, 2014

 Page 2

 The Company notes the Staff’s comment and respectfully submits that the Company does not expect to have any broker
non-votes at the special meeting of stockholders as the Proxy Statement relates only to “non-routine” matters. Further, the Company hereby undertakes to clarify in future filings that contain only non-routine matters that because there
will be no broker discretionary voting on proposals to be considered at the meeting, the Company does not expect broker non-votes present at the meeting.

2. Please confirm that a record date of April 15, 2014 is permissible under Maryland law.

The Company notes the Staff’s comment and confirms that a record date of April 15, 2014 is permissible under Maryland law.

3. Please undertake to file for review by the Staff a post-effective amendment under section 8(c) of the Securities Act of 1933, as amended (the
“Securities Act”), in respect of any one or more offerings of the Company’s common stock below net asset value where such offering will result in (i) greater than 15% dilution in the aggregate to existing stockholder net asset
value, (ii) the Company receiving an auditor’s going-concern opinion or (iii) a material adverse change making the financial statements materially misleading.

The Company notes the Staff’s comment and hereby undertakes to file for review by the Staff a post-effective amendment under section 8(c) of the
Securities Act in respect of any one or more offerings of the Company’s common stock below net asset value where such offering will result in (i) greater than 15% dilution in the aggregate to existing stockholder net asset value,
(ii) the Company receiving an auditor’s going-concern opinion or (iii) a material adverse change making the financial statements materially misleading.

**********

 If you have any questions or if you
require additional information, please do not hesitate to contact me at (215) 994-2510 or David Harris at (202) 261-3385.

 Sincerely,

/s/ James A. Lebovitz

 James A. Lebovitz

Cc:
Gerald F. Stahlecker

 Stephen S. Sypherd

FS Investment Corporation

 David
Harris

 Dechert LLP

CORRESP
1
filename1.htm

Correspondence

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

 JAMES A. LEBOVITZ

 james.lebovitz@dechert.com

+1 215 994 2510 Direct

 +1 215 655 2510 Fax

 October 8, 2013

 Via
EDGAR

 Jeff Long

 Staff Accountant

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation (File No. 814-00757)

 Dear Mr. Long:

On behalf of FS Investment Corporation (the “Company”), set forth below are the Company’s responses to the comments provided by the
staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company in a telephone conversation on September 27, 2013 regarding the review of
the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 as required by the Sarbanes-Oxley Act of 2002, as amended. For your convenience, summaries of each of the Staff’s comments are numbered and presented in
bold, italicized text below, and each comment is followed by the response of the Company.

 Payables to Directors

1. Please confirm supplementally that there were no payables to Company directors at December 31, 2012.

The Company hereby supplementally confirms that there were no payables to directors at December 31, 2012.

Regulation S-X Rules 3-09 and 4-08(g)

 2.
Please confirm supplementally that the Company has performed an analysis regarding its compliance with Regulation S-X Rules 3-09 and 4-08(g).

 The
Company hereby supplementally confirms that it has perfomed an analysis regarding its compliance with Regulation S-X Rules 3-09 and 4-08(g).

 Jeff Long

October 8, 2013

 Page
2

 Financial Highlights

3. In subsequent filings, please only include the expense ratios required by Form N-2 and present all other ratios in a footnote to the Financial
Highlights table.

 As requested, the Company will revise such disclosure in subsequent filings.

* * * * * * *

 The Company hereby acknowledges
that: (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking action with the respect to the filing; (ii) the action of the Commission
or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not
assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * *

 Jeff Long

October 8, 2013

 Page
3

 If you have any questions or if you require additional information, please do not hesitate to contact me at
(215) 994-2510 or Thomas Friedmann at (202) 261-3313.

Sincerely,

 /s/ James A. Lebovitz

James A. Lebovitz

cc:

Gerald F. Stahlecker

Stephen S. Sypherd

    FS Investment Corporation

Thomas Friedmann

     Dechert LLP

CORRESP
1
filename1.htm

Correspondence

 Cira Centre

 2929 Arch
Street

 Philadelphia, PA 19104-2808

 +1
215 994 4000 Main

 +1 215 994 2222 Fax

www.dechert.com

 JAMES A. LEBOVITZ

 james.lebovitz@dechert.com

 +1 215 994 2510 Direct

 +1 215 655 2510 Fax

 May 7, 2013

 James O’Connor, Esq.

 Attorney/Advisor

Division of Investment Management

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation Preliminary Proxy Statement on Schedule 14A

(File No. 814-00757)

 Dear
Mr. O’Connor:

 On behalf of FS Investment Corporation (the “Company”), set forth below is the Company’s
response to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on May 6, 2013, regarding the
Company’s Preliminary Proxy Statement on Schedule 14A (File No. 814-00757) (the “Proxy Statement”).

 For
your convenience, the Staff’s comments are numbered and presented in italicized text below, and each comment is followed by the Company’s proposed response.

 1. Please consider if the investment advisory agreement between the Company and its investment adviser should be amended to specify that the investment adviser will receive a capital gains incentive
fee on total return swap investments, if any.

 The Company notes the Staff’s comment and respectfully submits that the Company
does not have a total return swap, or TRS. If the Company puts a TRS in place in the future, the Company will comply with the Staff’s policies and interpretations relating to a specified calculation methodology for the capital gains incentive
fee applicable to TRSs.

 2. Please consider revising the disclosure on page 6 of the Proxy Statement to clarify the minimum number of
directors required by the Maryland General Corporation Law.

 The Company accepts the Staff’s comment and will revise its
disclosure to clarify that the minimum number of directors required by the Maryland General Corporation Law is one.

 James O’Connor, Esq.

 May 7, 2013

  Page
 2

 3. Please clarify whether the Company board of directors has a formal diversity policy.

 The Company notes the Staff’s comment and respectfully submits that the Company’s board of directors has not adopted a
formal diversity policy. However, as disclosed on page 6 of the Proxy Statement, the Company’s board of directors considers, among other things, diversity in gender, ethnicity and race when considering each director and the composition of the
Company’s board of directors as a whole. Additionally, the Company notes that the charter of the nominating and corporate governance committee of its board of directors tasks the committee with considering, among other things, diversity in
reviewing the backgrounds and qualifications of individuals being considered as director candidates.

 4. Please consider the
appropriateness of the Company not to have appointed a lead independent director where the Company’s chief executive officer is also the chairman of the Company’s board of directors. Please also explain to why it is not necessary for the
Company to comply with the requirements of Release No. IC-26520 (September 7, 2004) with respect to the composition of the Company’s board of directors.

 The Company notes the Staff’s comment and respectively submits that the Company intends to appoint a lead independent director within the next six months. Furthermore, the Company respectfully
submits that the 75% independent director board composition and the independent chairman requirements, which are found in Investment Company Act Release No. IC-26520 and Rule 0-1(a)(7) under the Investment Company Act of 1940, as amended, were
vacated by the U.S. Court of Appeals for the District of Columbia Circuit in Chamber of Commerce v. Sec. & Exch. Comm’n, 443 F.3d 890 (D.C. Cir. 2006) and not re-proposed by the Commission. Therefore, it is not necessary
for the Company to comply with these requirements.

 5. Please consider if the subordinated liquidation incentive fee should be deleted
from the investment advisory agreement between the Company and its investment adviser even if the Company does not complete a listing on a national securities exchange.

 The Company notes the Staff’s comment and respectively submits that the Company’s investment adviser has unilaterally agreed to the removal of the subordinated liquidation incentive fee from the
investment advisory agreement. The Company has revised the disclosure in the Proxy Statement to clarify that the subordinated liquidation incentive fee will be removed regardless of stockholder approval of the Advisory Agreement Amendment Proposal
(as defined in the Proxy Statement).

 6. Please consider if the Company’s expense support and conditional reimbursement agreement
should be amended.

 The Company notes the Staff’s comment and respectfully submits that the management of the Company will
recommend for approval by the Company’s board of directors at its quarterly meeting in May 2013 amendments to the Company’s expense support and conditional reimbursement agreement substantially in the form submitted to the Staff with
respect to FS Energy and Power Fund and FS Investment Corporation II.

 James O’Connor, Esq.

 May 7, 2013

  Page
 3

 7. Recently there has been numerous proxy filings that include significant changes to the
declaration of trust (e.g., removing supermajority votes, allowing mergers without shareholder votes, allowing amendments to declarations of trust without shareholder votes) which are all included in one shareholder vote. The Staff has commented
that material amendments should be unbundled and presented as separate matters. It has been Staff policy that material items in a proxy should be segregated into separate votes. Rule 14a-4 under the proxy rules requires separate votes on separate
matters. The February 3, 1995 Dear Registrant letter states that “[i]n accordance with Rule 14a-4 under the 1934 Act, a matter should be voted upon separately if the 1940 Act, state law, or a fund’s organizational documents (charter,
by-laws) require a matter under consideration to be submitted to shareholders.” That letter recognized only three circumstances in which the Staff would not object to bundling: Ministerial proposals; Inextricably Intertwined Proposals; and
Merger Proposals. The SEC’s Division of Corporate Finance, in a 2004 telephone interpretation, stated that amendments to a company’s charter that should be voted on separately include corporate governance-related and control related
provisions (e.g., classified or staggered board, limitations on the removal of directors, supermajority voting provisions, delaying the annual meeting for more than a year, elimination of ability to act by written consent, and/or changes in minimum
quorum requirements). See http://www.sec.gov/interps/telephone/phonesupplement5.htm. The SEC’s Division of Corporate Finance has confirmed that when a company seeks to amend its charter, it will require unbundling of material matters. In
addition, a recent federal court decision preliminarily enjoined Apple from going forward with a shareholder meeting because it had bundled into a single proposal four material changes to its articles of incorporation.

The Company notes the Staff’s comment and respectfully submits that the Company will unbundle the Listing Charter Amendment Proposal (as defined in
the Proxy Statement) grouped into five separate proposals as indicated by the footnotes below:

•

 Revisions to Section 4.1 to provide for a staggered Board. (1)

•

 Revisions to Section 4.7 to remove provisions relating to any conflict between the NASAA Guidelines (as defined in the Proxy Statement) and other
applicable law. (2)

•

 Addition of a new Section 4.8 regarding procedures for director removal. (3)

•

 Revisions to Sections 5.1, 5.2 and 5.3 to delete the NASAA Guidelines requirement that certain specified matters be approved by the Independent
Directors. (2)

•

 Deletion of former Section 5.5 removing the NASAA Guidelines provisions regarding limitations on the Company’s ability to make arrangements
for deferred payments on account of the purchase price of the Company’s stock. (2)

 James O’Connor, Esq.

 May 7, 2013

  Page
 4

•

 Addition of a new Section 5.5 clarifying the Board’s ability to limit a stockholder’s inspection of the Company’s books and records
upon an improper purpose. (4)

•

 Deletion of former Section 5.6 regarding FB Advisor’s responsibilities relating to distributions and regarding limitations on the
Board’s ability to authorize distributions. (2)

•

 Revisions to Section 7.3, and the deletion of former Sections 7.4 and 7.5, to delete the NASAA Guidelines restrictions on exculpation and
indemnification of, and advancement of expenses to, directors, officers and FB Advisor and its affiliates. (2)

•

 Addition of a new Section 7.5 to make clear that the provisions of Article VII are subject to any applicable limitations of the 1940 Act. (5)

•

 Deletion of former Article VIII to remove the NASAA Guidelines provisions regarding the supervision of, and payment of enumerated fees to, FB Advisor
and related provisions. (2)

•

 Deletion of former Article IX to remove NASAA Guidelines provisions limiting the Company’s investment objectives. (2)

•

 Deletion of former Article X to remove the NASAA Guidelines provisions restricting certain transactions between the Company and FB Advisor, any
director and their affiliates. (2)

•

 Deletion of former Article XI removing the NASAA Guidelines provisions regarding certain stockholder rights. (2)

•

 Deletion of former Article XII removing the NASAA Guidelines provisions regarding limitations on roll-up transactions. (2)

•

 Deletion of definitions in Article VIII that will no longer be applicable as a result of the removal of certain provisions in the Second Articles. (5)

 The Company respectfully submits that the bundling of the amendments marked by footnote (2) is appropriate as such
amendments are inextricably intertwined proposals. The proposals indicated by footnote (2) include amendments to the Company’s charter which remove provisions that are required by the NASAA Guidelines and which will together no longer be
applicable to the Company following a listing on a national securities exchange. The Company believes that these proposals should be read together when being consider by stockholders in order to give proper context.

The Company respectfully submits that the bundling of the amendments marked by footnote (5) is appropriate as such amendments are ministerial
proposals. The proposals indicated by footnote (5) clarify language regarding the applicability of the Investment Company Act of 1940, as amended, to the indemnification provisions of the Company charter as well as remove definitions that are
no longer being utilized as a result of various other amendments to the Company’s charter.

 James O’Connor, Esq.

 May 7, 2013

  Page
 5

 Additionally, in accordance with the Staff’s comment, the Company respectfully submits that the
Additional Listing Charter Amendment Proposal will be unbundled in its entirety.

 8. Please consider disclosing the following additional
information regarding the advantages to stockholders of a “declassified” board: “In publicly held companies, staggered boards have the effect of making hostile takeover attempts more difficult. When a board is staggered, hostile
bidders must win more than one proxy fight at successive shareholder meetings in order to exercise control of the target firm. Particularly in combination with a poison pill, a staggered board that cannot be dismantled or evaded is one of the most
potent takeover defenses available to U.S. companies. Institutional shareholders are increasingly calling for an end to staggered boards of directors—also called “declassifying” the boards. Consistent with this trend, for example, the
Wall Street Journal reported in January 2007 that 2006 marked a key switch in the trend toward declassification or annual votes on all directors: more than half (55%) of the S&P 500 companies have declassified boards, compared with 47% in
2005.”

 The Company accepts the Staff’s comment and will revise its disclosure to inform stockholders of the enumerated
advantages to stockholders of a “declassified” board of directors.

 9. Please clarify how the ability to remove a director
with or without cause can reduce a stockholder’s ability to sell shares for a premium or liquidate an investment. In fact, this provision may have the opposite effect by reducing stockholder democracy. Please justify these statements and also
provide a balanced presentation of the advantages and disadvantages of implementing this proposal.

 The Company notes the Staff’s
comment and respectfully submits that the current disclosure is sufficiently clear in conveying that a charter provision that provides for the removal of directors only for “cause” may be disadvantageous to stockholders. Accordingly, the
Company does not believe that striking the language proposed by the Staff on page 34 of the Proxy Statement is appropriate in this instance.

10. Please clarify the statement: “The Company believes the proposed changes to the Charter will provide the Board with maximum flexibility to
consider and optimize the Company’s relationship with its investment adviser.” Please explain how the effects of this flexibility and optimization will not be to reduce stockholder protections.

The Company notes the Staff’s comment and respectively submits that the Company believes that the removal of the NASAA Guidelines regarding the
Company’s relationship with its investment adviser will not diminish the fact the relationship between the parties is still subject to all of the provisions of the Investment Company Act of 1940, as amended, and as such will not reduce
stockholder protections. However, in response to the Staff’s comment, the Company will add the following disclosure to the Proxy Statement:

 “However, there can be no assurance that this increased flexibility will not decrease stockholder protections.”

 James O’Connor, Esq.

 May 7, 2013

  Page
 6

 11. Please revise the disclosure on page 35 of the Proxy Statement as follows: “However,
there are risks to this change, as the proposed removal of these provisions increases the risk that the Company, in accordance with applicable law, may pursue affiliated transactions such as those described above, which, if such
investments perform poorly, could adversely affect the Company’s results of operations and the value of your investment in it.

The Company accepts the Staff’s comment and will revise the disclosure in the form provided by the Staff.

12. Please consider if the disclosure on page 46 of the Proxy Statement as follows: “Were the incentive fee on income for the three months
ended December 31, 2012 calculated under the terms of the Proposed Advisory Agreement, the amendment amount of the incentive fee on income payable by the Company to FB Advisor for such period would not have
changed.”

 The Company accepts the Staff’s comment and will revise the disclosure accordingly.

13. Conclusory statements or a list of factors that were considered by the board are not sufficient disclosure with respect to the proposal. It is
not sufficient to state that the board considered factors or issues that were material to its determination to approve the advisory agreement — without stating specifically what the board concluded about that issue or factor and how that
conclusion affected its determination to recommend approval of the agreement. In addition all factors and issues considered by the board that were material to its determination to approve the advisory agreement must be disclosed and discussed in
this section. See the Instruction to Item 22(c)(11) of Schedule 14A.

 The Company accept

CORRESP
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filename1.htm

Letter to the SEC

 FS INVESTMENT CORPORATION

CIRA CENTRE

 2929
ARCH STREET, SUITE 675

 PHILADELPHIA, PENNSYLVANIA 19104

 (215) 495-1150

 October 27, 2011

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, DC 20549

 Attn: James O’Connor, Esq.

Re:
FS Investment Corporation

Pre-Effective Amendment No. 2 to Registration Statement on Form N-2

File Numbers 333-174784 and 814-00757

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, FS
Investment Corporation, a Maryland corporation (the “Company”), respectfully requests acceleration of the effective date of Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File Nos. 333-174784 and
814-00757) (the “Registration Statement”) so that such Registration Statement may be declared effective at 10:00 a.m. on Tuesday, November 1, 2011, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Thomas J. Friedmann of Dechert LLP at (202) 261-3313, and that such
effectiveness also be confirmed in writing.

 The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the
“Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

FS INVESTMENT CORPORATION

By:

 /s/ Michael C. Forman

Name:

Michael C. Forman

Title:

President and Chief Executive Officer

CORRESP
1
filename1.htm

Correspondence with the SEC

1775 I Street, N.W.
Washington, DC 20006-2401 +1 202 261 3300
Main

 +1 202 261 3333 Fax

www.dechert.com

 THOMAS FRIEDMANN

 thomas.friedmann@dechert.com

+1 202 261 3313 Direct

 +1 202 261 3016
Fax

 October 20, 2011

 VIA EDGAR

 James O’Connor, Esq.

Attorney/Advisor

 Division of Investment
Management

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 James M. Curtis, Esq.

 Office of Chief Counsel

Division of Investment Management

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation

Registration Statement on Form N-2 (File Nos. 333-174784 and 814-00757)

 Dear Messrs. O’Connor and Curtis:

 On behalf of FS Investment Corporation (the
“Company”), thank you to you and your colleagues for speaking with us on several occasions about the remaining issues regarding the Company’s Pre-Effective Amendment No. 1 (“PEA 1”) to Registration
Statement on Form N-2 (File Nos. 333-174784 and 814-00757) (the “Registration Statement”) and the prospectus included therein (the “Prospectus”). In furtherance of our discussions, set forth below is the
Company’s response to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company regarding the
Registration Statement and the Prospectus.

 We also describe below the changes that we have made in response to the Staff’s comments in
Pre-Effective Amendment No. 2 (“PEA 2”) to the Registration Statement that the Company filed on October 20, 2011. For your convenience, the Staff’s comments are numbered and presented in italicized text below, and
each comment is followed by the Company’s proposed response. The

US  Austin  Boston  Charlotte  Hartford  Los Angeles  New York  Orange
County  Philadelphia  Princeton  San Francisco

 Silicon
Valley  Washington DC  EUROPE  Brussels  Dublin  London  Luxembourg  Moscow  Munich  Paris  ASIA  Beijing  Hong Kong

 James O’Connor, Esq.

James M. Curtis, Esq.

 October 20,
2011

  Page
 2

Company will also provide the Staff courtesy copies of PEA 2 as-filed and marked to reflect the changes from PEA 1.

 1. Please add the following information on the front cover of the Prospectus:

 “The Fund invests in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade
securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and
illiquid.”

 As requested by the Staff, the Company has added the requested disclosure on the front cover of the Prospectus. To
conform to the grammatical style of the Prospectus, the first few words of the first sentence were revised to read “We invest” rather than “The Fund invests.”

 2. The total return swap entered into by one of the Company’s subsidiaries should be treated for regulatory purposes as the equivalent of a leveraged direct investment by the
Company in the reference assets.

 In several conversations with members of the Staff, including in the conversation on October 18,
2011, the Staff has suggested that the Company’s basket of rights under the total return swap (the “TRS”) entered into by one of the Company’s direct bankruptcy-remote subsidiaries, Arch Street Funding LLC (“Arch
Street”), with Citibank, N.A., as counterparty (“Citibank”), may be equivalent to full loan ownership for regulatory purposes and that the notional amount of the TRS should be viewed as secured indebtedness of the Company.
For the reasons described in our letter to the Staff dated September 23, 2011, the Company continues to believe that its interest in the TRS and the economic exposure to the loans underlying the TRS is not the same as “ownership”
based on common understandings of that term under established legal, accounting and financial guidance.

 However, in the interest of resolving
these issues with the Staff on an interim basis, the Company has agreed that the Company will treat the TRS for regulatory purposes (but not financial reporting purposes) as if the Company had acquired the loans underlying the TRS (the “TRS
loans”) with debt financing provided by Citibank and the cash collateral pledged by Arch Street with such debt financing being secured by the TRS loans. As a practical matter, this means that the Company will, for purposes of the asset
coverage requirements of Section 18 under the Investment Company Act of 1940, as amended (the “1940 Act”), treat the market value of the TRS loans as assets and will treat the Company’s “deemed borrowing” under
the TRS as a senior security, where the amount of such “deemed borrowing” equals the difference between (x) the full notional amount of TRS loans then outstanding under the TRS (which is capped at $300

 James O’Connor, Esq.

James M. Curtis, Esq.

 October 20,
2011

  Page
 3

million under the TRS and equals the sum of the market value of the TRS loans at the time each such loan became subject to the TRS) and (y) the initial cash collateral required to be posted
with Citibank under the TRS with respect to such TRS loans (the “Initial Collateral”). As of June 30, 2011, the date of the most recent Company financial statements included in PEA 2, the market value of the TRS loans was
approximately $202,288,000, the notional amount of TRS loans was approximately $202,435,000, and the Initial Cash Collateral was approximately $42,363,000. As a result, as of June 30, 2011, in accordance with this treatment, the Company’s
gross assets would have increased by a net of approximately $160,072,000 (which equals the market value of the TRS loans as of such date less the sum of (x) the Initial Cash Collateral, plus (y) any additional collateral required to be
posted by Arch Street based on changes in the market value of the TRS loans, plus or minus (z) any net unrealized appreciation/depreciation in the market value of the TRS loans previously included on the Company’s balance sheet), and the
amount of senior securities outstanding would have increased by the amount of the Company’s “deemed borrowing” under the TRS of approximately $160,072,000 (which equals the notional amount of TRS loans as of such date of approximately
$202,435,000, less the Initial Cash Collateral of approximately $42,363,000). Based on these figures, the Company’s asset coverage ratio as of June 30, 2011, equals 273%.

 In addition, the Company will, for purposes of Section 55(a) under the 1940 Act, treat a TRS loan as a qualifying asset if the obligor on the TRS loan is an eligible portfolio company and as a
non-qualifying asset if the obligor is not an eligible portfolio company. The market value of such loans will be counted in the Company’s gross asset figure for purposes of determining the Company’s compliance with this rule (and, as
stated above, the Company will reduce its gross asset figure by an amount equal to the sum of the Initial Cash Collateral, plus any additional collateral required to be posted by the Company based on changes in the market value of the TRS loans,
plus or minus any net unrealized appreciation/depreciation in the market value of the TRS loans previously included on the Company’s balance sheet).

 The Company undertakes to treat the TRS in the manner described above for regulatory purposes until such time as the Staff or the Commission adopts a definitive statement or rule relating to the
regulatory treatment of total return swaps or similar derivative instruments which differs from the above treatment.

 In response to the
Staff’s comments, the Company has added disclosure on pages 72, 85-86, 171-172 and F-24 of PEA 2 to reflect the Company’s agreement to treat the TRS for regulatory purposes as described above.

 James O’Connor, Esq.

James M. Curtis, Esq.

 October 20,
2011

  Page
 4

 3. Please describe whether the cash collateral posted by Arch Street is a qualifying
asset under Section 55(a)(6) of the 1940 Act.

 Based on our discussion with Messrs. Curtis and O’Connor, the Company intends
to treat its “deemed borrowing” (as described above) under the TRS as a senior security for purposes of determining its asset coverage ratio and will treat the market value of the TRS loans as either qualifying or non-qualifying assets for
purposes of Section 55(a) of the 1940 Act based on whether the obligor on each such TRS loan is an eligible portfolio company. Under such treatment, the cash collateral (net of depreciation in the market value of the TRS loans) would implicitly
be reflected in the Company’s net equity (since that equity, when combined with the “deemed borrowing” under the TRS, equals the market value of the TRS loans included in the asset calculation). Consequently, the cash collateral would
not be included as an asset of the Company for purposes of Section 55(a) of the 1940 Act. The Company undertakes to treat the TRS in the manner described above for regulatory purposes until such time as the Staff or the Commission adopts a
definitive statement or rule relating to the regulatory treatment of cash collateral pledged in connection with total return swaps or similar derivative instruments.

 4. Please disclose all non-qualifying investments on the schedule of investments in the Company’s financial statements, and include disclosure of the amount of non-qualifying
loans comprising the reference assets in a footnote to the TRS on the schedule of investments (or wherever the TRS is disclosed either within the schedule of investments or in the notes to the financial statements).

The Company notes that the Schedules of Investments included in the financial statements for the periods ended June 30, 2011 and December 31,
2010 contained in PEA 2 include footnotes indicating which investments are non-qualifying assets for purposes of Section 55(a) of the 1940 Act. The Company has revised Note 8 to the financial statements for the period ended June 30, 2011
to include the market value of all TRS loans as of such date and further indicate by footnote which of such TRS loans are non-qualifying assets for purposes of Section 55(a) of the 1940 Act. As of June 30, 2011, the aggregate amount of
non-qualifying assets, including TRS loans in such calculation, is approximately 17.80% of the Company’s total assets.

 *
* * * * * *

 James O’Connor, Esq.

James M. Curtis, Esq.

 October 20,
2011

  Page
 5

 As we have discussed, there are commercial reasons that require us to have the Registration Statement
declared effective as soon as possible. We appreciate your cooperation and attention to this matter.

 If you have any questions, or if you
require additional information, please do not hesitate to contact me at (202) 261-3313 or James A. Lebovitz at (215) 994-2510.

Sincerely,

 /s/ Thomas Friedmann

Thomas Friedmann

 Cc:

Gerald F. Stahlecker

      FS Investment Corporation

James A. Lebovitz, Esq.

David J. Harris, Esq.

      Dechert LLP

CORRESP
1
filename1.htm

Correspondence

 September 23, 2011

 VIA EDGAR

 James M. Curtis, Esq.

 Office of Chief Counsel

 Division of Investment Management

United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation

Registration Statement on Form N-2 (File Nos. 333-174784 and 814-00757)

 Dear Mr. Curtis:

 On behalf of FS Investment Corporation (the “Company”),
thank you to you and your colleagues Ms. DiAngelo and Mr. Russo for speaking with us on September 19, 2011 about the remaining issues regarding the Company’s Pre-Effective Amendment No. 1 to Registration Statement on Form
N-2 (File Nos. 333-174784 and 814-00757) (the “Registration Statement”) and the prospectus included therein (the “Prospectus”).

 We wanted to provide supplementally some additional information and rationale supporting the Company’s view that (i) the total return swap (the “TRS”) entered into by the
Company’s direct bankruptcy-remote subsidiary, Arch Street Funding LLC (“Arch Street”), with Citibank, N.A., as counterparty (“Citibank”), should not be treated for financial statement or regulatory purposes as
the equivalent of a leveraged direct investment by the Company in the pool of loans that comprise the reference assets for the TRS, and (ii) the Company’s treatment of the cash collateral posted by Arch Street as a qualifying asset under
Section 55(a)(6) of the Investment Company Act of 1940, as amended (the “1940 Act”), is appropriate notwithstanding that such cash collateral is reflected in the Company’s financial statements as an amount “due from
counterparty,” rather than a cash deposit. We have also included some additional pertinent information that completes our views in (i) and (ii) above.

 US Austin Boston Charlotte Hartford Los Angeles New York Orange County Philadelphia Princeton San Francisco

 Silicon Valley Washington DC EUROPE Brussels Dublin London Luxembourg Moscow Munich Paris ASIA Beijing Hong Kong

 James M. Curtis, Esq.

September 23, 2011

 Page
2

 1. The TRS should not be treated for financial statement or regulatory purposes as the
equivalent of a leveraged direct investment by the Company in the reference assets.

 The TRS is a separate investment instrument held
by Arch Street. As previously discussed, the Company does not consider the TRS to be an investment in an eligible portfolio company for purposes of the Company’s compliance with Section 55(a) under the 1940 Act. As such, the Company is
aware of no restriction on its ability to invest in the TRS, provided that the value of such investment, together with other investments that do not qualify under Section 55(a), does not exceed 30% of the value of the total assets of the
Company.

 While some and indeed many of the assets underlying the TRS may be eligible to be treated as investments in eligible portfolio
companies by a business development company, this is incidental to the design of the TRS. Significantly, the Company has not sought (nor does it intend) to look through the TRS in an effort to claim that the portion of its TRS exposure allocable to
reference assets that would be qualifying assets if held directly should be counted as a qualifying asset.

 While the TRS does provide the
Company economic exposure to the reference assets that is analogous in certain respects to that which the Company might obtain by borrowing funds from a bank and making a direct investment in the reference assets, it fundamentally remains a
different investment with different risks and rewards. Without attempting to catalog all the differences between investment in a TRS and direct leveraged investment in the reference assets underlying the TRS, set forth below are some of the key
factors that, in our view, support treating the two differently for financial statement and regulatory purposes.

Ownership. Perhaps most importantly, neither the Company nor Arch Street owns the loans underlying the TRS. Rather, the
Company, as the investment manager of Arch Street, selects the loans to which it would like to receive economic exposure through the TRS, and Citibank, as the counterparty to Arch Street under the TRS, may choose to purchase in market transactions
the loans underlying the TRS in order to hedge its obligations to Arch Street, although it is important to note that Citibank has the right not to purchase such loans and to accept the fact that its exposure under the TRS is effectively
“unhedged” or to dynamically or equitably hedge its exposure under the TRS.1 Under the terms of the TRS, Arch Street only has a contractual right to receive payments from Citibank equal to the interest payable by the issuer of each underlying

1
 Citibank may also elect to hedge its exposure under the TRS indirectly by investing in index instruments, options or other financial instruments that
are designed to approximate the financial performance of the loans underlying the TRS or other financial instruments which are expected to behave in a manner similar to such underlying loans.

 James M. Curtis, Esq.

September 23, 2011

 Page
3

loan with respect to the notional value of loans subject to the TRS and to receive, upon termination of the TRS with respect to any underlying loan, any increase in the market value of such loan
during the term of the TRS, while avoiding several deleterious attributes of loan ownership. In exchange for this economic exposure, Arch Street has agreed to pay Citibank LIBOR + 1.25% on the full notional value of the TRS and, upon termination of
the TRS with respect to any underlying loan, any decrease in the market value of such underlying loan during the term of the TRS.

 In our
conversation on September 19, 2011, members of the Staff appeared to suggest that the Company’s basket of rights under the TRS may be equivalent to full loan ownership and, accordingly, that the Company’s financial statements should
reflect an ownership interest in such loans, that the non-collateralized portion of the notional amount of the TRS may be viewed as secured indebtedness of the Company, and that the Company’s public disclosures should clearly reflect such
ownership interest, indebtedness and the related risks thereof. The Company respectfully submits that its interest in the TRS and the economic exposure to the loans underlying the TRS is not the same as “ownership” based on common
understandings of that term under established legal, accounting and financial guidance.

 First, the Company’s economic interest in the
performance of the underlying loans is strictly limited in time. Second, while the Company serves as investment manager to Arch Street and in that capacity selects which loans underlie the TRS (subject to such selections meeting criteria set forth
in the TRS), Citibank, rather than the Company or Arch Street, purchased (or elected not to purchase) such loans for its own account and has ultimate decision-making authority (through its contractual consent rights) as to which loans serve as
underlying assets for the TRS. Third, none of the Company, Arch Street or the Company’s investment adviser has consent or other rights attributable to ownership of the loans during the duration of the TRS. Fourth, none of the Company, Arch
Street or the Company’s investment adviser has an option or other right to acquire any ownership interest in the loans upon the expiration of the TRS. Accordingly, even if one were to take an expansive view of the meaning of the term
“ownership” and collapse all of the Company’s contractual interests in the underlying loans, neither the Company nor Arch Street would have a full economic interest in such loans.

In addition, the Company’s and Arch Street’s indirect interest in such loans is limited to economic rights. With respect to the loans
underlying the TRS, none of the Company, Arch Street or the Company’s investment adviser has any legal right to vote as a lender, to negotiate with the borrowers, to provide input with respect to restructuring or insolvency proceedings or
otherwise to represent the interests of a lender. None of the Company, Arch Street or the Company’s investment adviser has any ongoing relationship with the borrowers as agent under the loans, nor do any of them have any ongoing relationship
with Citibank with respect to such loans as servicer or otherwise. Lastly, none of them has dispositive power with respect to the

 James M. Curtis, Esq.

September 23, 2011

 Page
4

loans, which power is vested fully with Citibank. As is the case with many derivative instruments, the terms of the TRS were designed to convey to Arch Street, as one party, a strictly defined
interest in one facet of ownership, namely economic participation, while Citibank, as counterparty, to the extent it chooses to own such loans, retains all other attributes of ownership in the loans (including the right to convey such ownership
attributes to another person). In all of these ways, the Company’s interest in the loans underlying the TRS is clearly distinguishable from that of a traditional owner of a loan.

 The TRS arrangement clearly benefits the Company and its stockholders. In this respect, the TRS provides that Arch Street may terminate the TRS at any time. If the market for loans of the type underlying
the TRS were to suffer a steep decline in value, or if the secondary loan market were to face a liquidity crisis of the type experienced in 2008, Arch Street could terminate the TRS at will. While Citibank would then be compensated through the
termination fee provided by the TRS, and partially protected from loss through its receipt of a portion of the cash collateral pledged under the TRS representing the decrease in market value of the loans subject to the TRS through the date of such
termination, Citibank (and not Arch Street or the Company) would be faced with the challenge of monetizing its remaining investment in the underlying loans if it chooses to hold such loans beyond the effective termination date of the TRS. Neither
the Company nor Arch Street would have any continuing obligation under the TRS or to Citibank. Moreover, from the perspective of the Company’s stockholders, the TRS has the added advantage of eliminating management fees that would otherwise be
payable by the Company to the Company’s investment adviser in respect of the loans underlying the TRS if the Company had acquired ownership of such loans.

 Given its delimited economic interest in the loans underlying the TRS, the Company further submits that any characterization of itself as owner of such loans in its financial statements would be
potentially misleading to investors, who might construe the nature of such interest to be more than it is. If, as the Staff appeared to suggest on the call of September 19, 2011, the Company were to include the underlying loans on its balance
sheet and contrive a presentation suggesting that the difference between the cash collateral amount and the notional amount of the TRS is equivalent to “indebtedness” of the Company, this would necessarily suggest to investors that the
Company has greater assets than it does, would confuse investors with respect to the calculation of its advisory fees and would require voluminous and otherwise unnecessary risk disclosure to clarify relationships which are now clearly expressed in
the Company’s disclosure. Moreover, such presentation would be inconsistent with U.S. generally accepted accounting principles and U.S. market practice in accounting for interests in derivative instruments.

Indebtedness. Also importantly, the potential exposure of Arch Street (and indirectly the Company) to Citibank under the TRS is in no means
comparable to the liability it would have had to Citibank or another lender had it borrowed the amount necessary to acquire the reference assets

 James M. Curtis, Esq.

September 23, 2011

 Page
5

for the Company’s account. First, the Company’s potential loss on the TRS is limited to the amount it has invested at any time in Arch Street. Second, Arch Street’s exposure under
the TRS is itself much less than the liability it would have incurred had it borrowed the funds necessary to acquire the reference assets. In this respect, under the terms of the TRS, Arch Street may terminate the TRS at any time, subject to payment
of a termination fee, the calculation of which the Company described in its letter dated September 12, 2011, and the potential loss of posted cash collateral on the date of termination if Citibank’s efforts to liquidate the collateral
resulted in losses. Accordingly, if the value of the securities underlying the TRS were to erode, Arch Street could, and would expect to, terminate the TRS and limit its losses thereunder. This ability to limit its exposure under the TRS contrasts
sharply with traditional indebtedness for borrowed money, the amount of which is fixed by contract and outside of the control of the borrower, or actual ownership of (or a long position in) other assets.

While there is economic leverage imbedded in the TRS, the potential risks to the Company from that economic leverage is properly addressed through the
application of Investment Company Act Release No. 10666 and subsequent Staff no-action guidance with respect to when a derivative need not be treated as a senior security for purposes of the asset coverage requirements of Section 18 (made
applicable to business development companies by Section 61) of the 1940 Act. While not discussed during our conversation on September 19, 2011, Arch Street’s exposure under the TRS is over-collateralized such that the TRS should not
be considered a senior security. As discussed in the existing disclosure appearing in the Registration Statement, at the time each underlying loan is added to the TRS (and, therefore, the mark-to-market exposure under the TRS with respect to such
loan is zero), Arch Street is initially required to post as collateral between 20-25% of the market value of the loan subject to the TRS. Periodically, should the market value of such loan decline below its initial value at the time it became
subject to the TRS, Arch Street is required to post additional cash collateral equal to the decline in the market value of such loan. Thus, in the aggregate, if at any point in time the aggregate market value of the loans underlying the TRS declines
below their initial market value at the time each such loan became subject to the TRS, the value of collateral posted by Arch Street will be equal to its then exposure to Citibank under the TRS, as if the TRS was terminated on such date, plus an
amount greater than 20% of the then market value of the loans subject to the TRS.

 2. In the response letter dated September 12,
2011, the Company described the cash collateral posted by Arch Street as a qualifying asset under Section 55(a)(6). Please explain how this treatment is consistent with the fact that such cash collateral is reflected in the Company’s
financial statements as an amount “due from counterparty,” rather than a cash deposit.

 Citibank, as secured party, holds
the cash collateral pledged by Arch Street during the term of the TRS and is entitled either to hold the posted collateral or appoint a custodian to hold such

 James M. Curtis, Esq.

September 23, 2011

 Page
6

collateral under the terms of the TRS. The cash collateral posted by Arch Street under the TRS is included as a cash asset on the Company’s balance sheet and is therefore considered a
qualifying asset pursuant to Section 55(a)(6) of the 1940 Act. The cash is identified as “due from counterparty” to reflect the fact that this cash is subject to Citibank’s security interest and is thus different from the
Company’s unrestricted cash. Despite Citibank’s security interest in the cash collateral, the cash is still an asset of Arch Street unless and until the TRS is terminated, in whole or in part, and any amount becomes due and owing to
Citibank,

August 18, 2011
     Thomas Friedmann, Esq. Dechert LLP
1775 I Street, N.W. Washington, DC 20006- 2401
  Re:  F S Investment Corporation II (File Nos. 333- 175654 and
        814- 00926)
  Dear Mr. Friedmann :
 We have reviewed the registration statement  on Form N -2 of FS Investment Corporation II (“Fund”),
filed on July  19, 2011.  The registration statement was filed to register common stock for a shelf
offering pursuant to Rule 415 under the Securities Act of 1933 ( “1933 Act ”).  We have used captions
from  the registration statement above our comments to indicate the sections of the registration
statement to which the comments relate.  You also should consider a comment made with respect to
one section applicable to similar disclosure elsewhere in the regis tration statement.  We have the
following comments.

Prospectus

Cover Pages
 1.  Please explain to us why FS
2 Capital Partners, LLC  is referred to as a “dealer manager,” rather than
as a principal underwriter or an underwriter.
 2.  Immediately before the sentence with the cross reference required by Item 1.1.j. of Form N -2,
please include the following :

The securities in which the Fund invests will not be rated  by any rating agency .  If they were ,
they would be rated as below investment grade or “junk.”   Indebtedness  of below investment
grade quality has predominantly speculative characteristics with respect to the issuer’s capacity to pay interest a nd repay principal.

 Thomas Friedmann, Esq. August 18, 2011
Page 2

Prospectus Summary
 1.  The disclosure , in the third bullet on page 1, states that the Fund will seek to meet its investment
objective s by “focusing primarily on debt investments in a broad array of private U.S. companies,
including  small and middle market companies, which we define as companies with annual revenue of
$10 million to $2.5 billion at the time of investment. ”  Please define the term “primarily .”  Please
clarify, where appropriate in the prospectus , the following issues raised by this statement.  To what
extent will the Fund invest in equity securities?  What kinds of equity securities will the Fund invest in?  Will the Fund invest  in public companies?  Will the Fund invest in companies with annual revenue
of less $10 mil lion?

2.  The disclosure , on page 1, states that “ we anticipate that our portfolio will be comprised primarily
of investments in senior secured loans, second lien secured loans and, to a lesser extent, subordinated
loans of private U.S. companies .”  Pleas e define the terms “primarily ” and “ to a lesser extent .”  Is there
a limit on the Fund’s ability to invest in subordinated loans?  If not, disclose this fact.  Please clarify whether the “senior secured loans ” and  “second lien secured loans ” referred to in  this sentence will
also be issued by “ private U.S. companies .”
 3.  The disclosure  in the subsection, “ FS Investment Corporation II ” on page  1, states that “we may
also purchase minority interests …through a co -investment with a financial sponsor.”  Please explain
the meaning of the term “financial sponsor.”

4.  The disclosure in the penultimate paragraph of this subsection, on page 2, states:

We believe that a non -traded structure is more appropriate for the long -term nature of the assets
in which we invest. This structure allows us to operate with a long -term view, similar to that of
other types of private investment funds —instead of managing to quarterly market
expectations —and to pursue our investment objectives without subjecting our investors to the
daily share price volatility associated with the public markets because our shares will not be
listed on a national securities exchange.
 This statement is misleading.  Please delete it.  A BDC that lists its shares can also take “a long -term
view ” becaus e closed -end funds , in general,  are not required to dispose of assets to redeem shares,
unlike open- end funds (that must redeem daily) and “other types of private investment funds”  (that
must redeem on certain dates) .  We fail to see what the Fund can do t hat it could not do if its shares
were listed.  In addition, shareholders of a BDC that lists its shares are subject to “ daily share price
volatility ” only as long as they want to be.  Shareholders of a non- listed BDC , however, will be subject
to NAV volat ility as long as the BDC wants them to be.  This statement seems to suggest that no
market is better than a volatile one.   5.  The subsection “ Market Opportunity ,” on page 4, states “we believe that there are and will continue
to be significant investment opportunities in senior secured and second lien secured loans as well as

 Thomas Friedmann, Esq. August 18, 2011
Page 3
  investments in debt securities of small and middle market companies. ”  (Similar statements appear
elsewhere in the prospectus.)   Please clarify whether the “investment opportunities in senior secured
and second lien secured loans ” referred to in these statements are in “small and middle market
companies.”
 6.  Pleas e expand the risk disclosure  in the subsection “ Characteristics of and Risks Related to
Investments in Private Companie s,” on page 5.  This risk disclosure is inadequate with respect to the
uncertain, if not unreliable, valuations of the  investments  described , their illiquidity, and their
significant credit risks.
 7.  Please delete the “Diversification ” bullet in the s ubsection “Investment Strategy,” on page 6, and
the reference to “diversification of our portfolio” in the subsection “Estimated Use of Proceeds,” on page 9.  The Fund is non -diversified.
 8.  The “Competitive Strengths ” subsection, on page 6, is too long, please condense it.
 9.  The last sentence in the penultimate paragraph of the “Share Repurchase Program” subsection, on page 9, states that  “any periodic repurchase offers will be subject in part to …diversification rules
promulgated…the 1940 Act.”  Wh at diversification rules under the 1940 Act are referred to by this
statement?
 10.  The “Advisory Fees ” subsection , on page 11, states that “the  subordinated incentive fee on income
will be calculated and payable quarterly in arrears based upon our “pre -incentive fee net investment
income” for the immediately preceding quarter and will be subordinated to a preferred return on adjusted capital equal to 1.875%  per quarter, or an annualized rate of 7.5%. ”  We believe that this
disclosure would be easier to understand if more common terms were used, here and throughout the prospectus.  For example, the disclosure could simply refer to an “ incentive fee ” that is subject to a
“performance threshold” or “hurdle rate.”  Please also explain in this subsection the concept of the
“catch -up,” once the hurdle rate is exceeded.
 11.  Please explain to us how the “ subordinated liquidation incentive fee ,” which is also described in
the “Advisory Fees ” subsection on page 11, is consistent with the exception in Section 205(b)(3) of the
Investment Advisers Act of 1940 from the  general prohibition on an investment adviser charging  an
incentive fee based on a share of capital gains .
 12.  Please move the “Risk Factors” subsection, currently on page 13, so that it immediately follows the Investment Strategy subsection, on page 6.  In addition, the disclosure is inadequate with respect to
the risks of the Fund’s investments in the senior secured , second lien , and subordinated debt and equity
investments of private small and midd le market companies .  We note that it consists of just two bullets :
one describing the necessity of fair valuing such securities and the other describing fluctuations in the
collateral, or the lack of collateral, securing these securities.  Please provide complete disclosure about the risks of investing in the senior secured , second lien , and subordinated debt and equity investments

 Thomas Friedmann, Esq. August 18, 2011
Page 4
  of private small and middle market companies.  As we have mentioned, these include a lack of market
prices, illiquidity, and s ignificant credit risks.  In addition, please make this disclosure about the risks
of the Fund’s investments first in the “Risk Factors” subsection .
 13.  Pleas e revise the fo urth bullet  of the  “Risk Factors” subsection , currently on page 13, substantial ly
as follows:
Because there is no public trading market for shares of our common stock and we are not obligated to effectuate a liquidity event by a specified date, it is unlikely that you
will be able
difficult for you to sell your shares.
 14.  Pleas e revise the fifth bullet of the “Risk Factors” subsection to make clear that only a very limited
number of the Fund’s shares will be eligible for repurchase.
 15.  Please revise the sixth bullet of the “Risk Factors” subsection and the  disclos ure in the
“Distributions” subsection, on page 15, to make clear that return -of-capital distributions are more than
just a tax issue.  Please make clear that i nvestors will be receiving back their own money , net of very
substantial fees  and an opportunity cost.   Please disclose whether , and how, the Fund will inform
investors of the amount of any quarterly distributions  that are a return of capital.  Please confirm that
the Fund will not refer to any distributions that include a return of capital as “divide nds,” a term  that
properly describe s only a distribution of earnings and profits.

Fees and Expenses, page 17
 1.  Please delete the phrase, “to a dealer manager,” following the “Sales Load” line item in the fee table.
 2.  Footnote “1” to the fee table  states that the amount of “average net assets attributable to common
stock” is based on the assumptions that:  the Fund will sell $100 million worth of shares of common stock during the following twelve months ; that net offering proceeds from such sales equal $88.5
million ; and that average net assets during such period equal one -half of the net offering proceeds, or
$44.25 million.  Please revise these assumptions so that average net assets are calculated with respect to the average dollar amount of common stock that is expected to be sold during the current fiscal year, which ends on December 31, 2011.  3.  Footnote “5” to the fee table states  that “b ased on our current business plan, we anticipate that we
may have capital gains and interest income that c ould result in the payment of an incentive fee to FSIC
II Advisor in the following twelve months.”  Please include, in the explanatory paragraph following the Example, a second example where the required five percent return results entirely from net realiz ed
capital gains, so that the effect of the incentive fee arrangement can be illustrated.  The incentive fees are potentially significant and it is possibly misleading for the E xample to be calculated without

 Thomas Friedmann, Esq. August 18, 2011
Page 5
  including any of them simply  because the E xampl e is premised on a return below the “preferred return
on adjusted capital ” of 7.5%  annually.  In addition, because footnote “ 5” states that the F und
anticipates that it may have capital gains in the next twelve months , please explain to us why the
Example does not assume that at least some of the Fund’s income is capital gains  (which are not
subject to “ the necessary performance targets ”).
 4.  Please explain to us the assumptions on which the  “annual interest rate on the amount borrowed ” of
“3.0% ,” refer red to in Footnote “6,” is based.
 5.  Footnote “7” states that the amount of “other expenses…estimates the amounts we expect to pay during the twelve months following the commencement of our operations.  Please revise the calculation of “other expenses” so that it is based on the amounts the Fund expects to pay during the current fiscal year.
 6.  Footnote “7” also states that the amounts that the Fund expects to pay “does not include preferred pricing arrangements we may receive from certain parties as a newly -formed entity .”  Please explain
this statement.

Questions and Answers About This Offering , page 23
 1.  The answer to the question, “ How do I subscribe for shares of common stock,” on page 25 states:

We reserve the right to reject any subscriptio n in whole or in part. Subscriptions will be
accepted or rejected by us within 15 days of receipt by us and, if rejected, all funds will be returned to subscribers without deduction for any expenses within ten business days from the date the subscription i s rejected.
 Funds received as part of a rejected subscription apparently could be held by the Fund for up to 25 days.  Please disclose whether such funds will be held in an escrow account and whether rejected subscribers will be paid interest on their ret urned funds.
 2.  Please revise, substantially as indicated, the answer to the question: “W ill I be able to sell my shares
of common stock in a secondary market ,” on page 26.

Because of the lack of a trading market for our shares, it is unlikely that stockholders may not
will be able to sell their shares  promptly or at a desired price . If you are able to sell your shares,
it is likely that you will may have to sell them at a significant discount to the purchase price of
your shares.

 Thomas Friedmann, Esq. August 18, 2011
Page 6

Risks R elating  to an Investment in Our Common Stock, page 28
 The following subsection , which appears on page 29, should be revised consistently with the revisions
shown.  These revisions are intended to clarify the risks or to eliminate statements that do not describe risks.

Our shares will not be listed on an exchange or quoted through a quotation system for the foreseeable future, if ever. Therefore, if you purchase shares in this offering, it is unlikely that
you will be able to sell them and, if you  are able to do s o, it is unlikely that you will have
limited liquidity and may not receive a full return of your  invested capital  upon selling shares .
Our shares are illiquid assets for which there is not expected to be any secondary
market, nor is it expected that any w ill develop in the foreseeable future. We intend to seek to
complete a liquidity event for our stockholders within five years following the completion of our offering stage. However, there can be no assurance that we will complete a liquidity event within such time or at all. We expect that our board of directors, in the exercise of its fiduciary
duty to our stockholders, will determine to pursue a liquidity event when it believes that then -
current market conditions are favorable for a liquidity event and t hat such an event is in the best
interests of our stockholders. A liquidity event could include: (1)  a listing of our shares on a
national securities exchange, (2)  the sale of all or substantially all of our assets either on a
complete portfolio basis or i ndividually followed by a liquidation, or (3)  a merger or another
transaction approved by our board of directors in which our stockholders will receive cash or shares of a publicly traded company.
Prior to the completion of a liquidity event, our share re purchase program may provide
a limited opportunity for investors to achieve liquidity, subject to certain restrictions and limitations, at a price which will
may reflect a discount from the purchase price you paid for the
shares being repurchased. See “Shar e Repurchase Program” for a detailed description of our
share repurchase program.

In making the decision to apply for listing of our shares, our directors will try to
determine whether listing our shares or liquidating our assets will result in greater v alue for our
stockholders. In making a determination of what type of liquidity event is in the best interest of
our stockholders, our board of directors, including our independent directors, may consider a
variety of criteria, including, but not limited to , market conditions, portfolio diversification,
portfolio performance, our financial condition, potential access

CORRESP
1
filename1.htm

Correspondence

 1775 I Street, N.W.

Washington, DC 20006-2401

 +1 202 261 3300
Main

 +1 202 261 3333 Fax

www.dechert.com

 THOMAS FRIEDMANN

 thomas.friedmann@dechert.com

 +1 202 261 3313 Direct

 +1 202 261 3016 Fax

 September 12, 2011

 VIA EDGAR

 James O’Connor, Esq.

Attorney/Advisor

 Division of Investment
Management

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Ms. Christina DiAngelo

 Staff Accountant

Division of Investment Management

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation

Registration Statement on Form N-2 (File Nos. 333-174784 and 814-00757)

 Dear Mr. O’Connor and Ms. DiAngelo:

 On behalf of FS Investment Corporation (the
“Company”), set forth below is the Company’s response to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to the Company by telephone on September 7, 2011 regarding the Company’s Pre-Effective Amendment No. 1 to Registration Statement on Form N-2 (File Nos. 333-174784 and 814-00757) (the
“Registration Statement”) and the prospectus included therein (the “Prospectus”). For your convenience, the Staff’s comments are numbered and presented in italicized text below, and each comment is followed by
the Company’s responses.

US    Austin    Boston    Charlotte    Hartford    Los
Angeles    New York    Orange County    Philadelphia    Princeton    San Francisco

 Silicon Valley    Washington
DC    EUROPE    Brussels    Dublin    London    Luxembourg    Moscow    Munich
Paris    ASIA    Beijing    Hong Kong

 James O’Connor, Esq.

Christina DiAngelo

 September 12, 2011

 Page
 2

 1. The value of the Total Return Swap (“TRS”) is based on the value of the
underlying portfolio of loans subject to the TRS. Please describe how the loans underlying the TRS are valued on an ongoing basis.

 Under the TRS, each of the loans underlying the TRS is required to be quoted by a nationally recognized pricing service and rated by Moody’s and S&P. Accordingly, the value of underlying
portfolio loans is based on the quotations reported by the relevant pricing services for such loans, which quotations are based on multiple dealer quotes received by such service.

 As we mentioned on our call, pursuant to the terms of the TRS, on each business day, we understand that Citibank N.A. (“Citibank”) values each underlying loan on a mark-to-market basis
(which amount is based on the pricing received from the relevant pricing services described above). Citibank reports the mark-to-market values of the underlying loans and of the TRS to Arch Street Funding LLC, the Company’s wholly-owned
subsidiary (“Arch Street”).

 The Board has directed FB Income Advisor, LLC (“FB Advisor”) to provide updated
financial information, including valuation information, to enable the Board to reach a view as to the value of the TRS. Since each of the underlying loans is required by the terms of the TRS to be quoted by a nationally recognized pricing service,
the Company obtains its own quotes on such underlying loans from its pricing service and provides both those marks and the marks provided by Citibank to the Board. The Board reviews and considers such pricing information on a quarterly basis. To the
extent the Board has any questions or concerns regarding the valuation of a loan subject to the TRS, such valuation may be discussed with FB Advisor and Citibank or challenged pursuant to the terms of the TRS.

2. Please describe how the valuation of the TRS will affect the accrual and payment of the base management fee. For example, if there
is unrealized appreciation from the TRS, would such appreciation increase the amount of the management fee payable to FB Advisor? If there is unrealized depreciation from the TRS, would such depreciation reduce the amount of the management fee
payable by the Company?

 To the extent there is unrealized appreciation under the TRS (in the aggregate with respect to all positions
included in the TRS), the amount of such unrealized gain increases the gross assets of the Company and, therefore, increases the base management fee payable by the Company to FB Advisor (which fee equals 2% of average gross assets). To the extent
that there is capital depreciation under the TRS (again, treated in the aggregate), such depreciation would be treated as a liability on the Company’s balance sheet, which would reduce the Company’s net assets but not its gross assets.
While FB Advisor’s management fee would be unaffected because the management fee is calculated based upon the Company’s gross (rather than net) assets, FB Advisor and the Company have agreed to take into account any capital depreciation
under the TRS as a reduction in the Company’s gross assets for purposes of calculating the base management fee payable by the Company. As a result, depreciation under the TRS will result in a reduction in the management fee payable.

 James O’Connor, Esq.

Christina DiAngelo

 September 12, 2011

 Page
 3

 3. Please provide further disclosure on the calculation of the early termination fee
in the event of an early termination of the TRS.

 The Company intends to include the following additional disclosure on page 70 of the
Prospectus:

 In the event of an early termination of the TRS, Arch Street would be required to pay an early termination fee
based on the maximum notional amount of the TRS. Under the terms of the TRS, the early termination fee will equal the present value of a stream of monthly payments which would be owed by Arch Street to Citibank for the period from the termination
date through and including the earlier of (i) the one year anniversary of the termination date and (ii) March 18, 2013. Such monthly payments will equal the product of (x) 90%, multiplied by (y) the aggregate notional
amount of the TRS ($300 million), multiplied by (z) 1.25% per annum. If the TRS had been terminated as of August 31, 2011, Arch Street would have been required to pay an early termination fee of approximately $3.4 million.

 The Company undertakes to update the estimated early termination fee as of the last day of the most recently completed fiscal quarter on a
quarterly basis.

 4. Please add disclosure about the fair value of each loan currently, or subsequently, included in the TRS.

 The Company notes that it has already included a schedule of the loans underlying the TRS and their respective notional amounts at inception
in the notes to its financial statements. The Company respectfully submits that providing the unrealized appreciation or depreciation of such loans underlying the TRS on an individual basis as of the end of each reporting period may be confusing to
investors when determining the financial impact of the TRS. The potential financial gain or loss reflected by Arch Street is contingent on the appreciation or depreciation of the TRS, not of any one individual loan included in the portfolio.
Substantial appreciation or depreciation of any one loan may not have a significant impact on the total value of the TRS to the extent that other loans subject to the TRS offset such gain or loss. In addition, as noted above, the Portfolio Criteria
require that the portfolio of loans subject to the TRS be diversified, which mitigates the risk that substantial appreciation or depreciation in any single loan will have a material impact on the overall value of the TRS.

The Company also respectfully submits that disclosure of unrealized appreciation or depreciation in respect of loans underlying the TRS on an individual
basis may be confusing and potentially

 James O’Connor, Esq.

Christina DiAngelo

 September 12, 2011

 Page
 4

misleading to investors as they assess the financial impact of the TRS on the Company because neither the Company nor Arch Street owns such loans and because the presentation does not reflect the
netting of differences involved in valuing the TRS, as opposed to the loans underlying it. Moreover, the Company believes that such particularized disclosure regarding the mark-to-market value of loans underlying a TRS is inconsistent with market
practice and informal Staff positions taken with other issuers.

 However, in response to the Staff’s comment, the Company undertakes to
revise the list of underlying loans subject to the TRS provided in the notes to its financial statements in future periodic reports filed with the Commission to include a column showing the unrealized appreciation or depreciation of each loan as of
the date of such report.

 5. Please describe whether the Company will be required to post additional collateral in the
event of depreciation in the value of the TRS. Please describe the costs associated to the extent Arch Street fails to meet its obligation to post additional collateral under the TRS.

 As disclosed on Page 70 of the Prospectus, in the event of a decrease in the value of the portfolio of loans underlying the TRS, taken as a whole, Arch Street may be required to post additional cash
collateral under the TRS to secure its obligations to Citibank. However, under the terms of the TRS, in such event, Arch Street has the right, upon delivery of written notice to Citibank in accordance with the TRS at any time, to terminate that
portion of the TRS that references any specific underlying loan. The right allows Arch Street to minimize its losses in the event of the continued depreciation of one or more loans. In addition, the Company (in contrast to Arch Street) has no
contractual obligation to post any such additional collateral or to make any interest payments to Citibank.

 In its discretion, the Company
may, but is not obligated to, increase its equity investment in Arch Street for the purpose of funding additional collateral or payment obligations for which Arch Street may become obligated during the term of the TRS. If the Company declines or
otherwise fails to make any such additional investment in Arch Street, and Arch Street fails to meet its obligations under the TRS, then Citibank would have the right to terminate the TRS and seize the cash collateral posted by Arch Street under the
TRS. In the event of an early termination of the TRS, Arch Street would be required to pay an early termination fee based on the amount of the unused capacity of the TRS (as further described above).

However, the Company is not contractually obligated to increase its equity investment in Arch Street, nor would it be required to make any interest,
capital depreciation or early termination payments directly to Citibank. Such payment obligations would be the sole commitment of Arch Street. As a result, the Company’s maximum exposure under the TRS at any time is equal to the amount of its
equity investment in Arch Street.

 James O’Connor, Esq.

Christina DiAngelo

 September 12, 2011

 Page
 5

 In response to the Staff’s comment, the Company proposes to add the following additional disclosure
to page 70 of the Prospectus:

 We have no contractual obligation to post any such additional collateral or to make any interest
payments to Citibank. We may, but are not obligated to, increase our equity investment in Arch Street for the purpose of funding any additional collateral or payment obligations for which Arch Street may become obligated during the term of the TRS.
If we do not make any such additional investment in Arch Street and Arch Street fails to meet its obligations under the TRS, then Citibank will have the right to terminate the TRS and seize the cash collateral posted by Arch Street under the TRS. In
the event of an early termination of the TRS, Arch Street would be required to pay an early termination fee based on the amount of the unused capacity of the TRS.

 The Company further proposes to add additional disclosure related to the calculation of the early termination fee as described in its proposed response to Comment 3.

6. Please describe whether the cash collateral posted by Arch Street is a qualifying asset under Section 55(a)(6).

Citibank has custody of the collateral during the term of the TRS and is entitled to hold the posted collateral or appoint a custodian to hold such
collateral under the terms of the TRS. The cash collateral posted by Arch Street under the TRS is included as a cash asset on the Company’s balance sheet (although it is separately identified from unrestricted cash in response to the
Staff’s prior comments) and is therefore considered a qualifying asset pursuant to Section 55(a)(6) of the Investment Company Act of 1940, as amended (the “1940 Act”).

7. Please describe the extent of the asset coverage that is required pursuant to Section 61(a) of the 1940 Act.

The net contract value of the TRS (which is based primarily on any appreciation or depreciation in the value of the underlying loans) and the amount of
the cash collateral posted under the TRS are both included in the assets of the Company. The TRS is not a “senior security” (as defined in Section 18 of the 1940 Act) because such cash collateral covers Arch Street’s exposure
under the TRS. Accordingly, for purposes of the asset coverage requirement of Section 61(a) of the 1940 Act and consistent with industry practice for cash-settled derivative contracts, the full notional amount of the TRS is not treated as
borrowings of the Company. The Company notes that it is awaiting further guidance from the Staff on this comment.

 James O’Connor, Esq.

Christina DiAngelo

 September 12, 2011

 Page
 6

 8. Please disclose the following information on the front cover: (1) the
securities 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.

 As
previously discussed with the Staff, the Company respectfully submits that many of the assets held by it are rated by a nationally recognized rating agency. For example, as of the date hereof, approximately 75% of the Company’s portfolio is
rated by a nationally recognized rating agency. Accordingly, the Company believes that the requested statement, which could be read to suggest that all of the Company’s investments are not rated and would be considered below investment grade,
is inaccurate and potentially misleading to investors.

 Accordingly, the Company respectfully submits that the following proposed language be
inserted on the cover page of the Company’s prospectus:

 A portion of the securities in which we invest will not be rated
by any rating agency. If they were, many of these unrated securities would be rated as below investment grade or “junk” along with certain rated securities in which we invest that also carry this rating. Indebtedness of below investment
grade quality has predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

This proposed disclosure reflects the facts, namely that most of the securities in which the Company invests are indeed rated.

9. Please describe why the Company entered into the TRS with Citibank.

 The Company respectfully submits that it believes that entering into the TRS with Citibank enabled it to secure less expensive financing than the Company would have otherwise been able to obtain through a
standard credit facility in the credit markets. For example, Arch Street pays a fee to Citibank equal to one-month LIBOR +1.25% in order to gain exposure to the loans underlying the TRS. As of June 30, 2011, one-month LIBOR was equal to 0.25%,
which provided for an effective rate of 1.50% as of such date. As described in Note 10 to the Company’s quarterly financial statements for the three months ended June 30, 2011

CORRESP
1
filename1.htm

Letter to the SEC

 1775 I Street, N.W.

Washington, DC 20006-2401

 +1 202 261 3300
Main

 +1 202 261 3333 Fax

www.dechert.com

 THOMAS FRIEDMANN

thomas.friedmann@dechert.com

 +1 202 261 3313
Direct

 +1 202 261 3016 Fax

 July 29, 2011

 VIA EDGAR

 James O’Connor, Esq.

Attorney/Advisor

 Division of Investment
Management

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Ms. Christina DiAngelo

 Staff Accountant

Division of Investment Management

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation

Registration Statement on Form N-2 (File Nos. 333-174784 and 814-00757)

 Dear Mr. O’Connor and Ms. DiAngelo:

 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
“Commission”) to the Company in a letter dated July 8, 2011, regarding the Company’s Registration Statement on Form N-2 (File Nos. 333-174784 and 814-00757) (the “Registration Statement”) and the
prospectus included therein (the “Prospectus”).

 We also describe below the changes that we have made in response to the
Staff’s comments in Pre-Effective Amendment No. 1 (“PEA 1”) to the Registration Statement that the Company filed on July 29, 2011. Where the Company’s responses contemplate changes in the text of the Registration
Statement, the Company will conform its future periodic filings with the Commission to reflect such changes. For your convenience, the Staff’s comments are numbered

US  Austin  Boston  Charlotte  Hartford  Los Angeles  New York  Orange
County  Philadelphia  Princeton  San Francisco

 Silicon Valley  Washington
DC  EUROPE  Brussels  Dublin  London  Luxembourg  Moscow  Munich  Paris  ASIA  Beijing  Hong Kong

James O’Connor, Esq.

Christina DiAngelo

July 29, 2011

 Page
 2

 and presented in italicized text below, and each comment is followed by the Company’s proposed
response. The Company will also provide the Staff courtesy copies of PEA 1 as-filed and marked to reflect the changes from the Registration Statement.

 PROSPECTUS:

 Cover Pages

1. Please explain to us why FS2 Capital Partners, LLC is referred to as a “dealer manager,” rather than as a principal underwriter or an
underwriter.

 The Company respectfully submits that FS2 Capital Partners, LLC (“FS2”)
is not, and should not be considered, an “underwriter” under Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the offer and sale of the Company’s securities.
Section 2(11) of the Securities Act defines the term “underwriter” as “any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security. . . .”
As described in the Prospectus, however, FS2 is
responsible for establishing, operating and maintaining a network of licensed securities broker-dealers and other agents to sell the Company’s shares. Contrary to the role of an underwriter as set forth in the Securities Act, FS2 has no agreement or understanding with the Company or any other
person to purchase the Company’s securities, nor is FS2
responsible for offering or selling any of the Company’s securities to the public on an agency basis. While FS2 may negotiate and arrange for third-party broker-dealers to sell the Company’s shares, FS2 has no control or influence over the timing, nature or volume of any
such third-party broker-dealers’ sales of the Company’s common stock, and it does not act as an intermediary for investors making an investment decision.

 FS2 enters
into selling agreements with each of the third-party broker-dealers wherein the broker-dealers agree to offer and sell on a best-efforts basis the Company’s securities to the public. In accordance with such agreements, the broker-dealers are
responsible for performing their own due diligence of the Company. These broker-dealers do, in fact, conduct due diligence with respect to the Company and its securities and obtain representations from the Company and third party legal opinions with
respect to the securities. As disclosed in the Prospectus, FS2 is an affiliate of the Company, and therefore does not perform an independent due-diligence review of the Company in connection with the distribution of the Company’s shares in the offering.

 Accordingly, FS2 is not performing the customary role of an underwriter, but rather acting as an organizer and go-between for the
Company and third-party broker-dealers. The Company respectfully submits that any reference to FS2 as an underwriter in the Prospectus may be

James O’Connor, Esq.

Christina DiAngelo

July 29, 2011

 Page
 3

misleading to investors regarding the role and responsibility of FS2
in connection with the Company’s continuous offering.

 2. Please
provide the disclosure required by Instruction 5 to Item 1.1.g. of Form N-2.

 The Company respectfully submits that its continuous
offering does not have a termination date, and, in contrast to the offering format established in connection with the Company’s initial offering and sale of securities, the Company does not have any commitment or other arrangement to place
funds received by it from the offering in an escrow, trust or similar segregated account. In connection with the initial offering of securities, the Company was required to satisfy a minimum offering requirement and, prior to meeting such condition,
all subscription payments were placed in an account held by an escrow agent in trust for each of the subscriber’s benefit. However, following satisfaction of that condition, all funds received by the Company in connection with sales of its
securities are paid directly to an account established for the benefit of the Company, which will remain the case in the offering contemplated by the Registration Statement. Accordingly, the Company respectfully submits that it has provided the
necessary disclosure required by Item 1.1.g of Form N-2.

 3. Please revise the bolded paragraph on the cover consistently with the
revisions below:

 You should not expect to be able to sell your shares regardless of how we perform. If you are
able to sell your shares, you will likely receive less than your purchase price. We do not intend to list our shares on any securities exchange during the offering period, and we do not expect a secondary market in the shares to develop. We have
implemented a share repurchase program, but only a limited number of shares are eligible for repurchase by us. Accordingly, you should consider that you may not have access to the money you invest for an indefinite period of time at
least five years, or until we complete a liquidity event. Although we may complete a liquidity event five to seven years after we stop following the completion of the offering shares, the offering will
continue for an indefinite period. or at such earlier time as our board of directors may determine, taking into consideration market conditions and other factors. Moreover, tThere is no assurance that we
will complete a liquidity event within such timeframe or at all. As a result of the foregoing, an

James O’Connor, Esq.

Christina DiAngelo

July 29, 2011

 Page
 4

investment in our shares is not suitable for investors that require short term liquidity if you may need access to the money you invest.

As requested, the Company has revised the relevant disclosure on the cover page of the Prospectus substantially in the form requested by the Staff.
However, the Company expects to terminate its offering of securities at some time in the future. As discussed with the Staff on July 13, 2011, the Company expects to terminate its continuous offering and list its shares of common stock on a
national securities exchange as soon as commercially practicable. The Company takes these intentions seriously and has spent a great deal of time considering its liquidity strategy and listing in particular. The Company currently expects that
listing will be the preferred liquidity path of its board of directors, not only because of the potential benefit to investors in the form of increased liquidity through secondary market trading and a reduced “liquidity discount,” but also
the ease of execution, from a legal perspective, relative to other liquidity events. The Company also believes that its business model minimizes issues that have prevented many non-traded REITs from effectively listing, such as over-sized
multi-billion dollar initial offerings, distributions to investors in excess of cash income and a general lack of transparency, particularly when it comes to the valuation of assets. The Company, on the other hand, seeks to differentiate itself from
these non-traded REITs through a commitment to transparency and excellent corporate governance, including a commitment to the payment of distributions that do not represent a return of capital to stockholders for tax purposes and mark-to-market
pricing, which the Company believes will allow it to execute its listing strategy more effectively.

 To that end, the Company is involved in
ongoing discussions with a number of underwriting firms regarding a potential listing of its common stock. Before listing, however, and in an effort to keep a product with substantially similar investment objectives as the Company available to
interested investors at all times, the Company’s sponsor intends to launch a successor fund, FS Investment Corporation II (“FSIC II”), for which a registration statement on Form N-2 was filed with the Commission on
July 19, 2011. The Registration Statement for the Company and the shares registered thereby are intended to ensure that the Company’s shares are available for sale through its established distribution channels prior to the time that FSIC
II commences operations. Based on the current and projected demand for the Company’s shares and its expectations regarding the timing of qualification of FSIC II for offers and sales, the Company has determined to register an additional
50 million shares (100 million total additional shares) pursuant to the Registration Statement, which is reflected in PEA 1. This increase in the number of shares should serve to ensure that the Company is not “out of the market”
prior to commencement of FSIC II’s operations. The Company’s intentions remain unchanged: it will not, under any circumstance, register for sale more shares than those covered by the Registration Statement prior to the completion of a
listing on a national securities exchange; and 90 to 180 days after FSIC II

James O’Connor, Esq.

Christina DiAngelo

July 29, 2011

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 5

becomes operational (which is the amount of time after effectiveness that the Company believes is necessary to allow broker-dealer clients to complete their due diligence efforts regarding the
new offering and to allow the states to substantially complete their blue sky review), the Company intends to terminate its offering and pursue its liquidity strategy.

 As a result of the foregoing, the Company believes that the requested statement to the effect that its offering “will continue for an indefinite period” is misleading to investors. Accordingly,
the Company has revised one sentence of the Staff’s requested revisions as follows:

 “Although we may complete a liquidity event
within five to seven years after we stop offering shares or at such earlier time as our board of directors may determine, taking into consideration market conditions and other factors, the offering
will may continue for an indefinite period.”

 The Company believes that this statement, as
revised, more accurately reflects its current intention and that the offering may, but not necessarily will, continue for an indefinite period. Because the Company currently intends to list its shares of common stock on a national securities
exchange as soon as commercially practicable after termination of its continuous offering (and perhaps as soon as one year from the effectiveness of this registration), the Company believes that it would be misleading for the Company not to indicate
to investors the possibility that a liquidity event may occur sooner than five to seven years after completion of the offering.

4. Please disclose the following information on the front cover: (1) the securities 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.

 As discussed with the Staff on July 13, 2011, the
Company respectfully submits that many of the assets held by it are above investment grade quality and would be rated as such if its investments were rated by a national rating agency. The Company believes that the proposed disclosure does not
accurately characterize the Company’s offering and the historical performance of the securities and other instruments in which the Company typically invests.

 A substantial portion of the Company’s investment portfolio is rated at an average of B3 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 Company primarily invests in senior secured loans (both first and second
lien) issued by private U.S. companies. These loans, which are positioned at the top of the capital structure of the respective borrowers, are

James O’Connor, Esq.

Christina DiAngelo

July 29, 2011

 Page
 6

secured by substantially all of the assets of the issuing companies. The Company respectfully submits that the historical recovery rates for senior secured loans of these kinds are typically
substantial and the loss rates have historically been correspondingly low.

 The Credit Suisse Leveraged Loan Index (the
“CSLLI”), which tracks the performance of senior secured loans, illustrates the relative stability of this asset class. The CSLLI has shown an average annual default rate for senior secured loans over the past 12 years of 3%, with a
recovery rate on such defaults of 65%, which has resulted in an annual loss rate of 1.05% during the period covered by such index, which is consistent with the historical return characteristics of an investment grade portfolio of debt securities
(GSO / Blackstone Debt Funds Management LLC (“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 0.33%). Bonds, on the other hand, historically
have exhibited a 5% default rate, a 30-40% recovery rate and a 3.0-3.5% annual loss rate over the same 12-year period. Over a longer period, recovery rates for this asset class have been even more favorable relative to asset classes lower in the
capital structure. From 1987 through 2010, the ultimate recovery rate for senior secured loans was 80%, as compared to 49% for senior unsecured bonds and 29% for senior subordinated bonds over the same period.

We also believe it is important to recognize that the Company has made investments in approximately 250 portfolio companies since commencing operations
in January 2009 and has experienced only one default through June 30, 2011 (a position which the Company later sold at a profit). The S&P / LSTA Leveraged Loan Index, which tracks a broad cross section of leveraged loans syndicated in the
United States, reported average default rates of 9.61%, 1.78% and 0.09% for 2009, 2010 and 2011 (through May 31, 2011), respectively. In comparison, FSIC experienced default rates of 0.0%, 0.0

CORRESP
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Correspondence

 [Letterhead of Sutherland, Asbill & Brennan LLP]

May 10, 2011

 James E.
O’Connor

 Attorney/Adviser

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. 8 to Registration Statement on Form N-2 filed on April 7,

2011 (File Nos: 333-149374 and 814-00757)

 Dear
Mr. O’Connor:

 Pursuant to oral comments that you provided to us in connection with your review of Post-Effective
Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-149374) (the “Registration Statement”) and the prospectus included therein (the “Prospectus”) filed by FS Investment
Corporation (the “Company”), the Company has agreed to revise the Prospectus cover page and the signature page to the subscription agreement in the manner set forth in the pages that accompany this correspondence. These
changes will be reflected in the final prospectus to be filed pursuant to Rule 497 of the Securities Act of 1933, as amended, once the Registration Statement has been declared effective.

*        *        *

If you have any questions or additional comments concerning the foregoing, please contact Steven B. Boehm at (202) 383-0176 or Owen
J. Pinkerton at (202) 383-0254.

 Sincerely,

/s/ Steven B.
Boehm

Steven B. Boehm

 cc: Mr. Michael C. Forman

CORRESP
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filename1.htm

Correspondence

 FS INVESTMENT CORPORATION

Cira Centre

 2929
Arch Street, Suite 675

 Philadelphia, Pennsylvania 19104

 (215) 495-1150

 May 9, 2011

 U.S. Securities and Exchange Commission

 Division of Investment Management

100 F Street, N.E.

 Washington, DC 20549

 Attn: James O’Connor, Esq.

Re:
FS Investment Corporation

Post-Effective Amendment No. 8 to Registration Statement on Form N-2 (File No. 333-149374)

Ladies and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, FS Investment Corporation (the “Company”) respectfully requests acceleration of effectiveness of Post-Effective
Amendment No. 8 to the above-captioned registration statement (the “Registration Statement”) to 9:00 a.m. on Tuesday, May 10, 2011, or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration
Statement, the Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”),
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

FS INVESTMENT CORPORATION

By:

 /s/ Michael C. Forman

Michael C. Forman

President and Chief Executive Officer

CORRESP
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SEC Comment Letter

 [Letterhead of Sutherland, Asbill & Brennan LLP]

May 6, 2011

 Christina
DiAngelo

 Staff Accountant

 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. 8 to Registration Statement on Form N-2 filed on April 7, 2011 (File Nos: 333-149374 and 814-00757)

 Dear Ms. DiAngelo:

 On behalf of FS Investment Corporation (the “Company”), set forth below is the Company’s response to the comments provided by the staff of the Division of Investment
Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on May 6, 2011, regarding Post-Effective Amendment No. 8 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.

 Fees and Expenses

 1. Note (1) indicates that the fee table assumes that you sell $840 million worth of common stock during the twelve months following December 31, 2010 and that this amount represents the
average monthly rate of capital raising during the first three months of 2011, annualized over 12 months. Page 3 of the Registration Statement discloses $199,321,000 in gross proceeds in the first quarter of 2011. This amount annualized
does not appear to equal $840 million. The last POS8C included estimates that were based on capital raising for the previous six months, annualized. Please explain the use of 3 months of activity annualized for the current POS8C fee table.

 Response: Since the Company is engaged in a continuous offering and raises varying amounts of proceeds from month to month, it must
make certain assumptions in estimating the expenses to be paid during the ensuing twelve months as a percentage of its net assets. The Company believes that the estimated proceeds for the following twelve months, as disclosed in

footnote 1, is appropriate and conservatively reflects the amount of proceeds it expects to raise during such period. During the first three months of 2011, the Company has received proceeds of
approximately $210 million, or an average of $70 per month, which on an annualized basis equals $840 million over the next twelve months. The reason the $210 million figure is different than the $199.3 million figure shown on page 3 of the
prospectus is that subscriptions received from March 16 to April 1, 2011 are not reflected in the $199.3 million figure since the closing and sale of shares from these subscriptions occurred on April 1, 2011. In other words, the
$199.3 million figure shows all subscriptions received from December 16, 2010 through March 15, 2011, while the $210 million figure shows all subscriptions received from January 1, 2011 through April 1, 2011.

As will be reflected in the final prospectus filed pursuant to Rule 497, the Company raised approximately $90 million in April 2011 as a
result of adding new selling group members to its network of distributors. The increase in selling group members has historically increased, and is expected to continue to increase, the amount of proceeds the Company is able to raise each month.
Including proceeds received in April 2011, the Company has raised approximately $293 million during the first four months of 2011, or an average of approximately $73 million per month. The Company’s May sales are on pace to match or exceed its
April sales and the Company believes that total sales for the year could reach $1 billion based on current capital-raising levels. For these reasons, the Company believes that estimating monthly sales of $70 million during the next twelve months is
supportable and conservative based on recent trends in its fundraising and is consistent with the requirement that it estimate net assets over the next twelve months for purposes of the Fees and Expenses Table.

2. Please further support your estimate of $840 million in gross proceeds over the next year considering that the Company has raised $617,205 in gross
proceeds since inception.

 Response: As noted in our response to Comment No. 1 above, the Company believes that it is more
accurate to estimate the amount of proceeds expected to be received during the next twelve months by looking at proceeds raised in recent months rather than proceeds raised since inception. When the Company commenced operations, only a handful of
selected dealers had entered into agreements with the Company’s dealer manager to sell shares of the Company’s common stock. The Company is the first non-listed business development company to offer its shares through a network of
broker-dealers historically dominated by non-listed Real Estate Investment Trusts. Therefore, the Company spent much of its initial year of operations educating the broker-dealer community about business development companies. As a result of the
Company’s positive performance since inception and an increased acceptance of the Company’s product by the broker-dealer community, the number of selected dealers has steadily increased to over 80 as of May 2011. With the increase in
selected dealers, the Company’s fundraising has correspondingly increased to an average of over $70 million per month during the first four months of 2011. The Company believes it is appropriate and more accurate to estimate future sales over
the next twelve months based on actual proceeds received during recent months rather than since inception as a result of the factors noted above. This approach is consistent with the approach the Company has taken in prior post-effective amendments
to its registration statement.

 2

 3. Please support the estimate of .72% of incentive fee when the actual incentive fee incurred for
the fiscal year ended December 31, 2010 represented 2.54% of average net assets.

 Response: As noted in response to Comment
No. 1 above, the Company is engaged in a continuous offering and raises varying amounts of proceeds from month to month. As a result, it must make certain assumptions with respect to estimating the expenses to be paid during the ensuing twelve
months as a percentage of its net assets. The Company based its estimate of the incentive fee payable over the next twelve months on the actual dollar amount of incentive fees accrued during 2010 (which included an incentive fee accrual on realized
gains during 2010 and an incentive fee accrual for unrealized gains incurred since inception, since the Company began to accrue an incentive fee on unrealized gains based on recent discussions with the Staff in January 2011 and had not
previously accrued an incentive fee on unrealized gains in prior periods). In addition, since nearly three-quarters of the incentive fee accrual during 2010 was attributable to an incentive fee accrual on unrealized gains, even if such positions are
sold and gains are realized during 2011, no additional accrual would be made. Since the Company will be raising additional funds over the next twelve months, this amount, as a percentage of net assets, will be lower than it was for the year ended
December 31, 2010. In addition, the Company invests primarily in senior secured loans that are tradable on the over the counter market for institutional loans. As a result of the economic crisis that began in 2008, many of these loans traded at
a discount to par when the Company purchased them during 2009 and 2010. Since the Company’s inception in January 2009, the Credit Suisse Leveraged Loan Index, which measures the average price against par of senior secured loans that are traded
on the over the counter market for institutional loans, increased by approximately 35% (approximately 15% in 2010 alone). In other words, senior secured loans that were trading at 70% of par at the beginning of 2009 were trading at approximately 96%
of par by the end of 2010. In order for the Company to achieve the same level of unrealized and realized capital gains, as a percentage of its net assets, over the next twelve months as compared to the year ended December 31, 2010, average
senior secured loans would have to trade at approximately 110% of par value, which the Company believes is not realistic and would be unprecedented. The Company recognizes, however, that it must provide an estimate of the incentive fees it will
receive during the ensuing twelve months, and it believes that estimating the same dollar amount recorded during 2010 is a realistic, if not conservative, estimate for purposes of the Fees and Expenses Table.

*        *        *

If you have any questions or additional comments concerning the foregoing, please contact Steven B. Boehm at (202) 383-0176 or Owen
J. Pinkerton at (202) 383-0254.

Sincerely,

 /s/ Steven B. Boehm

Steven B. Boehm

cc:
Mr. Michael C. Forman

 3

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Correspondence

 January 25, 2011

 Ms. Christina DiAngelo

 Staff Accountant

Division of Investment Management

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:

 FS Investment Corporation (the “Company”)

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 Ms. DiAngelo:

 In connection with an accounting comment provided by the
Office of the Chief Accountant within the Division of Investment management (“IMOCA”) of the Securities and Exchange Commission, in e-mails dated November 29, 2010 and December 8, 2010, and phone calls with the
staff of IMOCA subsequent thereto, regarding Post-Effective Amendment No. 6 to the Company’s Registration Statement on Form N-2 (File No. 333-149374) and the prospectus included therein, the Company represents the following:

 Connecting with its Annual report on Form 10-K for the year ended December 31, 2010, the Company will change its
methodology for accruing capital gain incentive fees to base the computation on unrealized gains in addition to realized gains as historically calculated. Utilizing the guidance from SEC Staff Accounting Bulletin No. 99, Materiality, the
Company has qualitatively and quantitatively evaluated the impact such an adjustment would have had on prior periods and concluded that the adjustment made during the quarter ended December 31, 2010 would not have materially impacted any
previously issued or interim financial statements.

 If you have any questions or additional comments concerning the foregoing,
please contact Steven B. Boehm at (202) 383-0176, Cynthia M. Krus (202) 383-0218 or Oweb J. Pinkerton at (202) 383-0254.

 Sincerely

 Charles Jacobson

 Chief Financial Officer

 cc. Stephen Parico, Partner, McGladrey & Pullen, LLP

CORRESP
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filename1.htm

Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

December 17, 2010

Ms. Christina DiAngelo

 Staff Accountant

 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 Ms. DiAngelo:

 On
behalf of FS Investment Corporation (the “Company”), set forth below is the Company’s response to the accounting comments provided by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) in e-mails dated November 29, 2010 and December 8, 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.

 General

 1. We have reviewed the spreadsheet from the Company that
explains how it calculated the numbers included in the Example following the Fees and Expenses table. Based on this information, we believe the following numbers should instead be used for the 1-year, 3-year, 5-year and 10-year periods: $177, $297,
$412 and $680. Please explain to us the reasons for the differences between the Company’s estimates and our calculations.

Response: We are in agreement with the Staff’s calculations and will revise the disclosure under this heading to be consistent with the
Staff’s methodology. In addition, we will provide the Staff with an updated spreadsheet incorporating September 30, 2010 financial information supporting the Company’s fee table calculations.

2. In response to Item 5, please refer to the following filing by Ares Capital, 814-00663:

 1

 http://www.sec.gov/Archives/edgar/data/1287750/000104746910008599/a2200448z497.htm#Fees

 It is the position of IMOCA that average net assets are used in fee table calculations.

Response: We respectfully note that the Company currently uses average net assets as the basis for its fee table calculations. Specifically, in
its calculations, the Company estimates its average net assets for the following twelve months by assuming a static level of subscription proceeds during such period (annualized based on actual monthly proceeds raised during recent months), dividing
such number by two, and adding the resulting amount to the Company’s net assets as of the recent quarter end. It is important to differentiate the nature of the Company’s offering from that of Ares Capital—the Company is engaged in a
continuous public offering of its shares, while Ares Capital is not. Ares Capital may make opportunistic offerings from time to time, but the timing and amount of any such offerings will be based on, among other things, market conditions and
Ares’ capital needs. Issuers like Ares Capital that are not engaged in a continuous public offering do not have any predictability as to proceeds that may be received as a result of future capital raising and therefore can only reasonably rely
on historical amounts of average net assets in their calculation of fees and expenses. The Company, on the other hand, expects to continue its offering and raise proceeds each month during its offering period, regardless of market conditions or
capital needs. Were the Company to use historical average net assets for the fee table calculations, such calculations would materially differ from the calculations based on the Company’s actual net assets as of the recent quarter end, and as
the Company’s assets continue to grow, calculations based on historical figures would become less relevant to an investor than would similar calculations based upon current or projected figures. Therefore, the Company believes that using
historical figures to arrive at average net assets—rather than calculating average net assets using a conservative, straight-line capital raise assumption based on actual proceeds raised by the Company—would not only be less accurate but
also misleading to investors.

 3. It is also IMOCA’s view that incentive fees should be accrued on unrealized gains if net
unrealized + net realized P/L is positive because if the BDC were to liquidate on the financial reporting date, an incentive fee would be payable to the investment adviser.

 If you haven’t already done so in past correspondence, can you please state the Registrant’s position regarding accrual of incentive fees?

Response: It is the view of the Company and its independent registered public accountants that the treatment advocated by IMOCA is contrary to
U.S. generally accepted accounting principles.

 Pursuant to the terms of the investment advisory and administrative services agreement (the
“Investment Advisory Agreement”) the Company entered into with its investment adviser, FB Income Advisor, LLC (the “Adviser”), and as described beginning on page 122 of the Prospectus, the incentive fee on capital gains earned on
liquidated investments of the Company’s portfolio during operations prior to a liquidation of the Company will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement).
Such fee will equal 20.0% of the Company’s incentive fee capital gains (i.e., the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end

 2

of each calendar year, net of all realized capital losses and unrealized capital depreciation on a cumulative basis), less the aggregate amount of any previously paid capital gains incentive
fees.

 On a quarterly basis, the Company accrues for the capital gains incentive fee by calculating such fee as if it were due and payable as
of the end of such period. Pursuant to the Investment Advisory Agreement, the incentive fee on capital gains neither includes nor contemplates the inclusion of unrealized appreciation in its calculation.

Accruing an incentive fee with respect to unrealized appreciation would result in the Company recording a liability for future payment of such
fees on its balance sheet. The FASB’s Accounting Concept Statements (“FAC”) define liabilities as “probable future sacrifices of economic benefits arising from present obligations of a particular entity to transfer
assets or provide services to other entities in the future as a result of past transactions or events.” The FAC goes on to state that “a liability has three essential characteristics: (a) it embodies a present duty or
responsibility to one or more other entities that entails settlement by probable future transfer or use of assets at a specified or determinable date, on occurrence of a specified event, or on demand, (b) the duty or
responsibility obligates a particular entity, leaving it little or no discretion to avoid the future sacrifice, and (c) the transaction or other event obligating the entity has already happened.”

We respectfully submit that the Staff’s suggestion that the Company accrue an incentive fee on unrealized appreciation as if it were to liquidate on
the financial reporting date is not appropriate. Indeed, we believe such a position is neither mandated nor permitted by U.S. generally accepted accounting principles, which have their foundation in the FAC.

•

 As indicated previously, the Company does not have a present obligation, contractual or otherwise, to pay incentive fees to the Adviser with
respect to unrealized appreciation. Such an obligation does not arise until such appreciation is actually realized by the Company. There can be no assurance that such appreciation will be realized – such realization depends entirely on
when, and whether or not, the Company sells those positions with embedded unrealized appreciation. Thus, the accrual of an incentive fee on unrealized appreciation does not represent a “probable future sacrifice[ ] of economic benefits
arising from [a] present obligation[ ]” of the Company “as a result of past transactions or events.”

•

 In addition, based on the provisions of the Investment Advisory Agreement, the accrual of an incentive fee on unrealized appreciation fails to meet the
three characteristics of a liability as set forth in the FAC.

•

 Pursuant to the terms of the Investment Advisory Agreement, the payment of an incentive fee on unrealized appreciation does not represent “a
present duty or responsibility” of the Company “that entails settlement by probable future transfer . . . . . at a specified or determinable date, on occurrence of a specified event, or on demand.” An assumed
liquidation of the Company as of the financial reporting date does not constitute the type of “specified or determinable date [or] occurrence of a specified event” contemplated by the FAC. Furthermore, the payment of an incentive
fee on unrealized appreciation is not

 3

payable by the Company on demand of the Adviser. As previously stated, incentive fees are only payable when capital gains are actually realized.

•

 The Company may choose to hold all of the positions in its portfolio until maturity, in which case no capital gains would be realized (thereby
converting unrealized appreciation into accreted income over the remaining life of the asset). Thus, the Company has the ability to completely avoid incurring any liability for capital gains incentive fees (i.e., it can “avoid the future
sacrifice”).

•

 Liquidation of the Company may not occur without the approval of the Company’s stockholders and board of directors. Such approval has neither been
sought nor obtained and, thus, the “transaction or other event obligating the entity has [not] already happened.” At a minimum, the Company does not believe that it would be appropriate to record an incentive fee liability based on
liquidation until such time as board and stockholder approval are actually received. In addition, in the event that it did begin the liquidation process, there can be no assurances that the Company would be able to liquidate its positions at their
current unrealized values.

 For the foregoing reasons, it is the view of the Company and its independent registered public
accountants that the method of accrual utilized by the Company in calculating its incentive fee on capital gains properly excludes unrealized appreciation. However, in order to address the Staff’s disclosure concern, the Company would be
willing, on a going-forward basis, to disclose in the notes to its financial statements the amount of incentive fees that would be payable assuming that the Company (i) liquidates on the financial reporting date and (ii) in connection with
such liquidation, sells all of its investments at fair value as of the financial reporting date, thereby converting all unrealized appreciation to realized gains on a pro forma basis.

*    *    *

 If you have any questions or additional comments concerning the foregoing, please contact Steven B. Boehm at (202) 383-0176, Cynthia M. Krus at (202) 383-0218 or Owen J. Pinkerton at
(202) 383-0254.

Sincerely,

 /s/ Steven B. Boehm

Steven B. Boehm

cc:

Mr. Michael C. Forman

 4

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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

 1

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.”

 2

 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,

 3

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:

 4

 “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

 5

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

CORRESP
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Acceleration Request

 FS INVESTMENT CORPORATION

Cira Centre

 2929
Arch Street, Suite 675

 Philadelphia, Pennsylvania

 (215) 495-1150

 February 4, 2011

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 Attn: James O’Connor,
Esq.

Re:
FS Investment Corporation

Post-Effective Amendment No. 7 to Registration Statement on Form N-2 (File No. 333-149374)

Ladies and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, FS Investment Corporation (the “Company”) respectfully requests acceleration of effectiveness of the above-captioned
registration statement (the “Registration Statement”), including all amendments thereto, to 5:00 pm on February 7, 2011, or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration
Statement, the Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”),
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

FS INVESTMENT CORPORATION

By:

 /s/ Michael C. Forman

Michael C. Forman

President and Chief Executive Officer

CORRESP
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Correspondence

 [Letterhead of FS Investment Corporation]

May 24, 2010

 Christina
DiAngelo

 Staff Accountant

 Division
of Investment Management

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation

Annual Report on Form 10-K filed on March 19, 2010

File No. 814-00757

 Dear
Ms. DiAngelo:

 On behalf of FS Investment Corporation (the “Company”), set forth below is the
Company’s response to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company by telephone on May 6,
2010 regarding the Company’s Annual Report on Form, 10-K. The Staff’s comments are set forth below and are followed by the Company’s responses.

Financial Statements

 1.
We refer to the Company’s Balance Sheets on page F-4. Please remove the double underline under the line item “total liabilities and stockholders’ equity.”

Response: The Company will revise its financial statements in response to this comment in future periodic reports filed with the
Commission.

 2. We refer to the “Management fees payable” of $437,000 on the Company’s 2009 Balance Sheet. In light
of the amount payable on such date, please tell us how often the Company settles such payments with FB Advisor.

Response: The base management fee that the Company pays to FB Income Advisor, LLC is payable quarterly in arrears and is
calculated at an annual rate of 2.0% of the average value of our gross assets. The Company will revise the notes to its financial statements in response to this comment in future periodic reports filed with the Commission.

 Christina DiAngelo

Division of Investment Management

  Page
 2

 3. We refer to the Company’s “Statements of Operations.” Under Section 2(b) of
Rule 6-07 of Regulation S-X, any component of expenses that exceed 5% of total expenses should be presented as a separate line item in the financial statements. We note from disclosure on page 58 that fees paid to PNC Global Investment Servicing,
legal fees, fees paid to your stock transfer agent and compensation paid to your chief financial officer and chief compliance officer each exceed 5% of total expenses for the year ended December 31, 2009.

Response: The Company will revise the Consolidated Statements of Operations in response to this comment in future periodic reports
filed with the Commission.

 4. Pursuant to Section 7 of Rule 6-09 of Regulation S-X, please include a line item that shows the amount
of “undistributed net investment income” as of December 31, 2009 in the Company’s Statements of Changes in Net Assets.

Response: The Company will revise its financial statements in response to this comment in future periodic reports filed with the
Commission.

 5. Pursuant to Section 4(b) of Rule 6-09 of Regulation S-X, please disclose in the Statements of Changes in Net Assets or
the Notes to the Financial Statements the number and dollar amounts received for shares sold. We note your disclosure in Note 1 to the financial statements, but it is not clear how this disclosure ties to the “Issuance of common stock”
line item on page F-6.

 Response: For the year ended December 31, 2009, the Company sold an aggregate of
10,105,293 shares of common stock for gross proceeds of approximately $93,464,000. This figure includes 10,051,849 shares of common stock sold as part of the Company’s continuous public offering and 53,444 shares of common stock sold pursuant
to the Company’s Distribution Reinvestment Plan. See Note 1 to the Company’s financial statements for a breakdown of these sales. These amounts are reflected in the line items included in the “Statement of Changes in Net Assets”
in the Company’s audited financial statements entitled, “Issuance of common stock” and “Reinvestment of stockholder distributions.” The Company will revise its disclosure in Note 1 to its financial statements to clarify how
the line items in the “Statement of Changes in Net Assets” correspond to the disclosure found in Note 1 to the financial statements. Such revisions will be reflected in future periodic reports filed with the Commission.

6. We refer to page F-16 in the Notes to the Financial Statements. Pursuant to footnote 8 to Rule 12-12 of Regulation S-X, please disclose the
aggregate gross unrealized appreciation or depreciation on a tax basis.

 Response: The Company will revise the
notes to its financial statements in response to this comment in future periodic reports filed with the Commission.

*        *        *

 Christina DiAngelo

Division of Investment Management

  Page
 3

 In connection with responding to the Comment Letter, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 The Company further understands that the Division of Enforcement has access to all
information that the Company provides to the Staff of the Division of Investment Management in your review of the Company’s filing or in response to the Staff’s comments on the Company’s filing.

If you have any questions or additional comments concerning the foregoing, please contact Steve Boehm at (202) 383-0176 or me at
(610) 456-9654.

Sincerely,

 /s/ Charles Jacobson

Charles Jacobson

cc:
Michael C. Forman

 Steven B.
Boehm, Esq.

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Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

STEVEN B. BOEHM

 DIRECT LINE:
202.383.0176

 E-mail: steven.boehm@sablaw.com

May 14, 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. 4 to Registration Statement on Form N-2 filed on April 16, 2010

File No: 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 oral comment provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company by telephone on May 14, 2010
regarding Post-Effective Amendment No. 4 (“Post-Effective Amendment No. 4”) 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 and are followed by the Company’s responses.

Fees and Expenses, pages 18-19

1. We refer to footnote (5) to the Fees and Expenses Table. Please revise your estimate of the capital gains incentive fees that the
Company will pay over the following twelve months so that it reflects the annualized amount of incentive fees earned by the Company’s investment adviser during the last quarter.

Response: The Company has revised footnote (5) accordingly and revised the corresponding line item to the Fees and Expenses
Table to reflect the annualized amount of

 James E. O’Connor

Division of Investment Management

  Page
 2

incentive fees earned by the Company’s investment adviser during the three months ended March 31, 2010.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 54

2. We refer to the Investment Management Agreement by and between Broad Street Funding, LLC and FS Investment Corporation. Please tell us why
this is not an investment advisory agreement subject to Section 15(a) of the Investment Company Act of 1940.

Response: The Investment Management Agreement (the “Agreement”) was entered into by Broad Street Funding, LLC, the
wholly-owned financing subsidiary of the Company (“Broad Street”), and the Company in connection with the establishment of the credit agreement with Deutsche Bank, New York Branch (“Deutsche Bank”). The Agreement is not subject
to Section 15(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), since Broad Street is not an investment company under the 1940 Act by virtue of Section 3(c)(7) of the 1940 Act. Moreover, the party performing
advisory services under the Agreement is the Company itself. In particular, the Company’s investment adviser, FB Income Advisor, LLC (“FB Advisor”), is not a party to the Agreement and does not receive any fees under the Agreement.
The only fees paid pursuant to the terms of the Agreement are made to the Company by Broad Street and are not reflected on the Company’s financial statements since Broad Street is a wholly-owned subsidiary of the Company, and the fees are
eliminated since Broad Street is consolidated with the Company in the Company’s financial statements. In other words, there is no economic impact on the Company as a result of the terms of the Agreement. The purpose of the Agreement was for the
Company to be deemed to retain management of the assets pledged as collateral under the terms of the credit agreement with Deutsche Bank.

3. Please include disclosure in the 497 final prospectus clarifying that the borrowings of Broad Street Funding, LLC, will be considered
borrowings by FS Investment Corporation for purposes of the asset coverage requirements related to business development companies.

Response: The Company will include the following language in its final prospectus on Form 497 in response to your comment:

 Borrowings of Broad Street will be considered borrowings of the Company for purposes of complying with the asset coverage
requirements under the 1940 Act applicable to business development companies.

 4. Please revise your disclosure relating to the
credit facility to explain the practical effect of pledging the assets that serve as collateral under the credit facility to Deutsche Bank, including whether this gives Deutsche Bank a priority if the Company or Broad Street were to default on the
terms of the credit agreement or file for bankruptcy protection. In addition, please confirm that the assets transferred to Broad Street are held in a custodial account as required by the Investment Company Act of 1940.

 James E. O’Connor

Division of Investment Management

  Page
 3

 Response: The Company will include disclosure in its final prospectus on Form 497
to explain Deutsche Bank’s rights to the collateral held by Broad Street in the event that the Company or Broad Street were to default on the terms of the credit agreement or file for bankruptcy protection. In addition, the Company confirms
that the assets transferred to Broad Street pursuant to the Asset Contribution Agreement entered into in connection with the credit facility are held in a custodial account maintained by Deutsche Bank Trust Company Americas, as required by the 1940
Act.

 *    *    *

If you have any questions or additional comments concerning the foregoing, please contact Steve Boehm at (202) 383-0176 or Cynthia
M. Krus at (202) 383-0218.

Sincerely,

 /s/ Steven B. Boehm

Steven B. Boehm

cc:

Mr. Michael C. Forman

Cynthia M. Krus, Esq.

CORRESP
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Correspondence

 FS INVESTMENT CORPORATION

Cira Centre

 2929
Arch Street, Suite 675

 Philadelphia, Pennsylvania

(215) 495-1150

 May 14,
2010

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

 Attn: James O’Connor, Esq.

Re:
FS Investment Corporation

Post-Effective Amendment No. 4 to Registration Statement on Form N-2 (File No. 333-149374)

Ladies and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, FS Investment Corporation (the “Company”) respectfully requests acceleration of effectiveness of the above-captioned
registration statement (the “Registration Statement”), including all amendments thereto, to 9:00 am on May 17, 2010, or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration
Statement, the Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”),
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

FS INVESTMENT CORPORATION

By:

 /s/ Michael C. Forman

Michael C. Forman

President and Chief Executive Officer

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Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

STEVEN B. BOEHM

 DIRECT LINE:
202.383.0176

 E-mail: steven.boehm@sablaw.com

May 13, 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. 4 to Registration Statement on Form N-2

filed on April 16, 2010

File No: 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 oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company by
telephone on May 6, 2010 regarding Post-Effective Amendment No. 4 (“Post-Effective Amendment No. 4”) 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 and are followed by the Company’s responses.

Fees and Expenses, pages 18-19

1. We refer to footnote (5) to the Fees and Expenses Table. Please revise to include an estimate of the capital gains incentive fees that the
Company will pay over the following twelve months.

 Response: We have revised the Fees and Expenses Table and
footnote (5) to the Fees and Expenses Table to include an estimate of the capital gains incentive fees that will be payable to FB Income Advisor, LLC (“FB Advisor”), the Company’s investment adviser, during the following twelve
months.

 James E. O’Connor

Division of Investment Management

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 2. We refer to footnote (8) to the Fees and Expenses Table. Please confirm that the Company does
not intend to pay any acquired fund fees and expenses over the following twelve months, including fees paid in connection with money market investments.

Response: The Company has invested and continues to invest its cash in a money market deposit account that is not an investment
company as defined by the Investment Company Act of 1940 (the “1940 Act”) or that would otherwise be an investment company but for the exceptions found in sections 3(c)(1) and 3(c)(7) of the 1940 Act. In addition, the Company has no
current intention to invest in the securities of an investment company or an entity that would otherwise be an investment company but for the exceptions found in sections 3(c)(1) and 3(c)(7) of the 1940 Act. As a result, the Company is assuming that
no “Acquired Fund Fees and Expenses” will be paid during the following twelve months.

 3. We refer to footnote (6) to the
revised fee table submitted supplementally to the Staff where you indicate that you have assumed borrowings of $140 million or 72.6% of assumed average net assets over the next twelve months. Please tell us how you intend to comply with the asset
coverage requirements as they relate to business development companies.

 Response: The Company will
continue to monitor its compliance with the asset coverage requirements as they relate to business development companies. The aggregate amount that may be available to the Company under its credit agreement with Deutsche Bank is $140 million. As of
March 31, 2010, the Company had net assets of approximately $135 million and had drawn approximately $4 million from the credit facility with Deutsche Bank. The Company will only take additional draws from the credit facility to the extent it
is able to in order to be compliant with the asset coverage requirements. Footnote (6) to the Fees and Expenses Table assumes that the Company will draw the full amount available under the credit facility and compares this amount against the
average net assets assuming that the Company raises an additional $115 million over the next twelve months. The calculation was designed to present a conservative view on the fees and expenses it will pay assuming the full amount available is drawn
from the credit facility; however, the Company is aware of and will comply with the asset coverage requirements and will only draw down such amounts as to ensure that its asset coverage is at least 200%.

Financial Statements

 4.
We refer to the “Statement of Changes in Net Assets” on page F-6 of your financial statements where you show offering costs in the amount of $8,574,000. Please tell us what is included in this figure. For example, does this amount
include sales load? If so, please tell us your basis for recording sales load as part of offering costs.

 Response:
The line item “Offering Costs” on page F-6 of the Company’s audited Financial Statements includes selling commissions and dealer manager fees (which, together, constitute the sales load), legal expenses, printing costs and due
diligence expenses related to the

 James E. O’Connor

Division of Investment Management

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Company’s continuous public offering of shares of common stock. In connection with this determination, the Company relied on Staff Accounting Bulletin Topic 5A, which states that
specific incremental costs directly attributable to an offering of equity securities may be charged against the gross proceeds of the offering, except that management salaries and other general and administrative expenses may not be allocated as
costs of the offering. The Company considered the payment of the selling commissions and dealer manager fees to be costs directly attributable to the offering of securities since they are paid by the Company to the dealer manager as shares of common
stock are sold to the public. The Company considered selling commissions and dealer manager fees to be offering costs and includes such costs as a reduction of the gross proceeds raised by the Company, which are included in stockholders’
equity.

 Notwithstanding the foregoing, pursuant to the call on May 13, 2010 with the Staff relating to the applicability
of Section 12.28 of the AICPA Audit and Accounting Guide for Investment Companies, the Company will prospectively adjust its financial statement presentation to show proceeds received from the continuous offering on a net basis, subtracting out
selling commissions and dealer manager fees. As discussed in the call, the Company will revise the “Statements of Changes in Net Assets” beginning with its Quarterly Report on Form 10-Q for the period ended March 31, 2010 and in
subsequent periodic reports filed with the Commission.

 5. We refer to Note 4 of the “Notes to Financial Statements” where you
discuss the reimbursements due to FB Advisor. Please tell us what portion of reimbursements due to FB Advisor relating to offering and organization costs remained outstanding after December 31, 2009, and whether such amounts have been repaid.
We note that when the Company met the minimum offering requirement, FB Advisor became entitled to receive 1.5% of gross proceeds raised until all offering costs and organization costs and any future offering or organization costs incurred have been
recovered. In addition, please tell us whether the Company accrued for such costs once the Company met the minimum offering requirement and, if so, where this is recorded in the Company’s financial statements.

Response: As noted in your comment, under the terms of the Company’s investment advisory and administrative services
agreement, FB Advisor is entitled to receive 1.5% of gross proceeds raised until all offering costs and organization costs incurred and any future offering or organization costs funded by FB Advisor have been recovered. From inception through
March 31, 2010, FB Advisor funded total costs of $2,793,000, of which $2,135,000 and $658,000 were for offering costs and organization costs respectively. The minimum reimbursement to FB Advisor for such fees was 125,000, which was paid on
January 7, 2009. Including the $125,000 paid in January 2009, the Company paid reimbursements of approximately $1,418,000 to FB Advisor during the year ended December 31, 2009. For the three months ended March 31, 2010, the Company
paid an additional $668,000, which will be reflected in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2010. A total of $707,000 remains unpaid as of March 31, 2010. During April 2010, the Company paid
additional reimbursements totaling $433,000.

 James E. O’Connor

Division of Investment Management

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 Offering and organizational costs paid by FB Advisor were accrued as either a component
of the Company’s stockholders’ equity in the case of offering costs or as an expense of the Company in the case of organizational costs as these costs were incurred. Since these offering and organization costs were funded by FB Advisor,
such fundings or reimbursements were contemporaneously recorded as a contribution to capital as reflected in the “Statements of Changes in Net Assets.” Reimbursements paid by the Company to FB Advisor are, therefore, considered to be a
reduction in capital. The Company has no obligation to accrue the amounts contingently due to FB Advisor until such time as capital is raised by the Company. At the time in which capital is raised by the Company (currently on a semi-monthly basis)
the Company records an accrual of 1.5% of the gross proceeds raised until all amounts contingently due have been repaid. In practice, the company satisfies any liabilities arising from this arrangement within a few business days of the accrual of
such liabilities.

 *        *        *

 If you have any questions or additional comments concerning the foregoing, please contact Steve Boehm at (202) 383-0176
or Cynthia M. Krus at (202) 383-0218.

Sincerely,

 /s/ Steven B. Boehm

Steven B. Boehm

cc:

Mr. Michael C. Forman

Cynthia M. Krus, Esq.