SecProbe.io

CORRESP
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 1900 K Street, NW Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com

 HARRY S. PANGAS

 harry.pangas@dechert.com
+1 202 261 3466 Direct
+1 202 261 3333 Fax

 November 14, 2025

 VIA EDGAR

 Division of Investment Management

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attn: Megan Miller

 Re: Oxford Square Capital Corp. (File No. 814-00638)

 Ladies and Gentlemen:

 On behalf of Oxford Square Capital Corp. (the
" Company "), this letter responds to the comments provided telephonically by the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (" SEC ") to Dechert LLP, counsel to the Company, on May 27, 2025
with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 814-00638), filed
with the SEC on March 5, 2025 (the " Form 10-K "). For your convenience, the Staff's comments are summarized
in this letter, and each comment is followed by the responses of the Company.

 1. Comment: The Staff notes that the Company discloses "cash and cash equivalents" on
its Statements of Assets and Liabilities in the Form 10-K. Regulation S-X 6-04.4 requires disclosure of cash on the Statements of Assets
and Liabilities, which should include cash and demand deposits. Please disclose investments in securities of unaffiliated issuers on a
separate line item in future SEC filings. See Regulation S-X 6-04.1.

 Response: The Company acknowledges
the Staff's comment and advises the Staff that it has updated the Statements of Assets and Liabilities in the Form 10-Q for the
quarter ended September 30, 2025 to comply with the presentation required by Regulation S-X 6-04 and will continue to do so in future
SEC filings.

 November 14, 2025
Page 2

 2. Comment: The Staff notes that the Company appears to be using incorrect tags in its XBRL tagging
process. Please review and correct the XBRL submission and structure in future SEC filings. For example, instead of using an incorrect
tag such as "US-GAAP: Assets Net," the appropriate standard tag, "US-GAAP: Stockholders Equity," should be utilized.
Additionally, "US-GAAP: Gains Losses on Extinguishment of Debt" should be utilized instead of the tag "Extinguishment
of Debt: US-GAAP: Realized Investments Gains Losses."

 Response: The Company acknowledges
the Staff's comment and undertakes to review and confirm the XBRL submission and structure in future SEC filings.

 * * *

 Should you have any questions or comments, please
contact the undersigned at 202.261.3466.

 Sincerely,

 Harry S. Pangas

CORRESP
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    1900 K Street, NW

    Washington, DC 20006-1110

    +1 202 261 3300 Main

    +1 202 261 3333 Fax

    www.dechert.com

    Harry S. Pangas

    harry.pangas@dechert.com

    +1 202 261 3466 Direct

    +1 202 261 3333 Fax

September 20, 2022

VIA EDGAR

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Megan Miller and Christopher
Bellacicco

Re:  Oxford Square Capital Corp.

  Registration Statement on Form N-2

  File Number: 333-265533

Ladies and Gentlemen:

On behalf of Oxford Square Capital Corp. (the
“Company”), this letter responds to the comments provided telephonically by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP, counsel to the Company, on June 23, 2022
and July 6, 2022 relating to the Company’s registration statement on Form N-2 that was filed with the SEC on June 10, 2022 (the
“Registration Statement”). For your convenience, the Staff’s comments are summarized in this letter, and
each comment is followed by the responses of the Company. Capitalized terms used in this letter and not otherwise defined herein shall
have the meanings specified in Amendment No. 1 to the draft registration statement on Form N-2 filed by the Company on the date hereof
(such draft registration statement being referred to herein as the “Amended Registration Statement”).

Accounting Comments

 1. Comment: Please ensure that the Schedule of Investments includes all information required by footnote
8, including paragraph (c) thereof, to Rule 12-12 of Regulation S-X

Response: The Company has complied
with this comment. See page 21 of the Amended Registration Statement.

 2. Comment: Please include in the Example contained in the Fees and Expenses table on page 5 of the
Registration Statement the effect on the incentive fee expenses assuming that all of the Company’s earnings were generated from
capital gains.

    September 20, 2022

    Page 2

Response: The Company has complied with this comment.
See page 5 of the Amended Registration Statement.

 3. Comment: Please supplementally provide the Staff with the following information with respect to
the Company’s first and second lien debt investments in Premiere Global Services, Inc.:

i. whether each of the investments are
income producing; and

ii. the dollar amount of any accrued
and unpaid interest on each of the investments.

Response: On a supplemental
basis, the Company advises the Staff that its investments in the first and second lien debt of Premiere Global Services, Inc. were placed
on non-accrual during the quarters ended June 30, 2021, and September 30, 2019, respectively. Accordingly, the Company ceased recognizing
interest income on the investments and reversed all unpaid, accrued interest on the investments during such period. Because the debt
investments remained on non-accrual status at March 31, 2022 and June 30, 2022, the Company included a footnote that indicates that the
first and second lien debt investments (as well as the replacement revolver) of Premiere Global Services, Inc. were on non-accrual status
as of such date in each of its SEC filings for the applicable period. The Company will revise the footnote denoting that the three investments
are on non-accrual status in future SEC filings to clarify that the Company has not recognized interest income on the investments as
of such period end.

Legal Comments

 1. Comment: Please include a hyperlink for any documents that are incorporated by reference as required by Rule 411(b) under the
Securities Act of 1933.

Response: The Company has complied with this comment.
See pages 6, 7, 11, 12, 13, 27, 28, 29, 30 and 65 of the Amended Registration Statement.

 2. On page 59 of the Company’s most recent Annual Report on Form 10-K, the Company discloses the high and low sales prices for
its common stock during the last two fiscal years. The Company also discloses that its common stock has traded at a discount to net asset
value during certain quarters in the last two fiscal years. Please disclose any steps the Company has taken to reduce the discount to
net asset value and the effect of those measures as required by Item 8(5)(d) of Form N-2.

    September 20, 2022

    Page 3

Response: On a supplemental basis,
the Company advises the Staff that it has not taken any specific measures (e.g., repurchase of shares in the open market or conduct a
tender offer for shares) that are intended to reduce any trading discount to net asset value. To the extent the Company takes such steps
to reduce the discount to net asset value in the future, it will update its disclosures in future SEC filing.

 3. Please include the share price data disclosure required by Item 8(5)(b) for the fiscal quarters since the filing of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Response: The Company has complied with this comment.
See page 11 of the Amended Registration Statement.

 4. Please make any necessary updates to the Legal Matters section of the Registration Statement to reflect the change in legal counsel
representation for the Company.

Response: The Company has complied with this comment.
See page 68 of the Amended Registration Statement.

 5. Please include the Company’s most recently filed proxy statement in the Incorporation by Reference section of the Registration
Statement.

Response: The Company has complied with this comment.
See page 69 of the Amended Registration Statement.

* * *

Should you have any questions or comments, please
contact the undersigned at 202.261.3466.

Sincerely,

Harry S. Pangas

CORRESP
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        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0176

        F: +1 202.637.3593

        stevenboehm@

        eversheds-sutherland.com

May 8, 2020

VIA EDGAR

Raymond Be, Esq.

Megan Miller

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Oxford Square Capital Corp.

Post-Effective Amendment No. 4 to Registration Statement
on Form N-2, Filed March 3, 2020 (File No. 333-229337)

Dear Mr. Be/Ms. Miller:

On behalf of Oxford Square
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 (the “Commission”) to the Company on March 30, 2020 and April 20, 2020 with respect to the
Company’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-2 (File No. 333-229337) filed with the Commission
on March 3, 2020 (the “Registration Statement”) and the prospectus included therein (the “Prospectus”).
The Staff’s comments are set forth below in italics followed by the Company’s responses. Where revisions to the Prospectus
are indicated in the Company’s responses set forth below, such revisions have been included in Post-Effective Amendment No.
5 to the Registration Statement (“Amendment No. 5”) filed concurrently herewith.

Legal Comments

Registration Statement

 1. Please add to the cover of the Prospectus prominent disclosure that briefly addresses the risks
of the Company’s collateralized loan obligation (“CLO”) investments, similar to the disclosure currently on the
cover of the Prospectus that indicates that the debt securities of the Company’s portfolio companies may be referred to as
“junk.”

Response: The Company acknowledges
the Staff’s comment and has revised the cover of the Prospectus accordingly.

Eversheds Sutherland (US) LLP is part of a global legal practice,
operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure
and a list of offices, please visit www.eversheds-sutherland.com.

 2. Generally, significant market events have occurred as a result of the COVID-19 pandemic since
the Registration Statement was filed. Please consider whether the Company’s disclosures, including risk disclosures, should
be revised based on how these events may affect the Company and its investments. If the Company believes that no additional disclosure
is warranted, please explain supplementally why not.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure in the Prospectus accordingly. In addition, the Company notes that it
has added disclosures, including risk disclosures, related to the impact of COVID-19 on the Company and its investments into its
quarterly report on Form 10-Q for the quarter ended March 31, 2020, which was filed with the Commission on April 29, 2020 and is
incorporated by reference into the Prospectus.

 3. Please revise the disclosure on page 78 of the Prospectus under the section titled “Experts”
to read as follows: “The financial statements and management’s assessment of the effectiveness of internal control
over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated
into this prospectus by reference from the Annual Report on Form 10-K for the year ended December 31, 2019 have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and accounting.”

Response: The Company acknowledges
the Staff’s comment and advises the Staff that the disclosure included under the “Experts” section of the Prospectus
is the standard disclosure used for the Company’s independent registered public accounting firm for experts language. However,
the Company has revised the disclosure in response to the Staff’s comment in Amendment No. 5.

Form 10-K

 4. The Staff refers to the disclosure on page 20 of the Company’s annual report on Form 10-K
for the fiscal year ended December 31, 2019, which was filed with the Commission on February 26, 2020 (the “Form 10-K”),
which discusses the Company’s adoption of a reduced asset coverage requirement as permitted under the Small Business Credit
Availability. In future filings, please reduce this disclosure just to focus on the Company’s current asset coverage requirements.

Response: The Company acknowledges
the Staff’s comment and undertakes to revise the referenced disclosure in future filings.

 5. The Staff refers to the following sentence on page 40 of the Form 10-K: “On October 13,
2016, we filed an exemptive application with the SEC to permit us to co-invest with funds or entities managed by Oxford Square
Management or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the
1940 Act.” Please remove this sentence in future filings.

Response: The Company acknowledges
the Staff’s comment and undertakes to remove the referenced disclosure in future filings.

Accounting Comments

Form 10-K

 6. In future filings, please update the presentation of debt on the Statement of Assets and Liabilities
to meet the disclosure requirements of ASC 835-30-45. Specifically, we note that debt issuance costs should be in a parenthetical
on the face of the Statement of Assets and Liabilities.

Response: The Company acknowledges
the Staff’s comment and undertakes to include the requested disclosure in future filings of its financial statements.

 7. Please provide in correspondence the accounting treatment, citing
applicable US GAAP, for the exchange agreement with Unitek Global Services, Inc.

Response: The Company acknowledges
the Staff’s comment and has supplementally provided the Staff two internal memorandum detailing the Company’s accounting
treatment with respect to the exchange agreement with Unitek Global Services, Inc.

 8. In “Note 2. Summary of Significant Accounting Estimates—Basis of Presentation”
to the Financial Statements, we note that the disclosure states “Certain prior period figures have been reclassified from
those originally published in quarterly and annual reports to conform to the current period presentation for comparative purposes.”
Please explain in correspondence to what financial statement disclosure(s) this applies.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that the prior period figures which were reclassified are disclosed in “Note
5. Borrowings.” Specifically, the realized loss on extinguishment of debt incurred in prior periods was reclassified
from “interest expense” to “net realized (losses) gains - extinguishment of debt” in the Company’s
consolidated statements of operations to conform with the current period presentation for comparative purposes. Prior amounts reclassified
were not material to the Company’s consolidated financial statements.

 9. In future filings, please include Schedule 12-14 in the financial statements instead of attaching
as an exhibit to the Registration Statement.

Response:	The Company
acknowledges the Staff’s comment and undertakes to include Schedule 12-14 in the financial statements of future filings.

 10. With respect to the Schedule of Investments, please confirm in correspondence that none of the
investments are “restricted” as required by Footnote 8 to Regulation S-X 12-12.

Response:	The Company
acknowledges the Staff’s comment and advises the Staff that all of its investments are “restricted.” The Company
undertakes to include all information required by Footnote 8 to Regulation S-X 12-12 in future Schedules of Investments and to
indicate that all securities are “restricted” unless otherwise noted in the Schedule of Investments.

Registration Statement

 11. Please file an updated auditor consent with Amendment No. 5 to the Registration Statement.

Response:	The Company
acknowledges the Staff’s comment and confirms that it has filed an updated auditor consent with Amendment No. 5 to the Registration
Statement.

*     	*     	*

Please
do not hesitate to call me at (202) 383-0176, or Vlad M. Bulkin at (202) 383-0815, if you have any questions or require any additional
information.

Sincerely,

/s/ Steven
B. Boehm

Steven B.
Boehm

 cc: Jonathan H. Cohen, Chief Executive Officer, Oxford Square
Capital Corp.

Bruce L. Rubin, Chief Financial Officer, Oxford
Square Capital Corp.

Vlad M. Bulkin, Esq., Eversheds Sutherland
(US) LLP

CORRESP
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March 3, 2020

VIA EDGAR

Raymond Be, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Oxford Square Capital Corp.

Post-Effective Amendment No. 4
to the Registration Statement on Form N-2

(File No. 333-229337) filed
on March 3, 2020

Dear Mr. Be:

On behalf of Oxford
Square Capital Corp. (the “Company”), we hereby respectfully request that the staff of the Securities
and Exchange Commission (the “Commission”) afford Post-Effective Amendment No. 4 to the Company’s
registration statement on Form N-2 (File No. 333-229337), filed with the Commission on March 3, 2020 (the “Registration
Statement”), selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained
in the Registration Statement is substantially similar to the disclosure contained in Pre-Effective Amendment No. 2 to Company’s
registration statement on Form N-2 (File No. 333-229337), filed with the Commission on March 25, 2019 and declared effective by
the Commission on March 25, 2019 (the “Effective Date”), except for (i) revisions reflecting material
developments relating to the Company since the Effective Date and (ii) the incorporation by reference of annual audited financial
statements and related financial data for the fiscal year ended December 31, 2019, together with disclosure relating thereto.

* * *

If you have any questions or additional
comments concerning the foregoing, please contact me at (202) 383-0815.

    Sincerely,

/s/ Vlad M. Bulkin

Vlad M. Bulkin

CORRESP
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    Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001-3980

D: +1 202.383.0176

F: +1 202.637.3593

stevenboehm@eversheds-sutherland.com

March 21, 2019

VIA EDGAR

Megan Miller

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Oxford Square Capital Corp.

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

March 7, 2019

File No. 333-229337

Dear Ms. Miller:

On behalf of Oxford
Square 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 (the “Commission”) to the Company on March 15, 2019 with respect to the Company’s pre-effective
amendment no. 1 to registration statement on Form N-2 (File No. 333-229337) filed with the Commission on March 7, 2019 (the “Registration
Statement”) and the prospectus included therein (the “Prospectus”). The Staff’s comments
are set forth below in italics followed by the Company’s responses.

1.       On
page 62 of the Prospectus, we note that you include disclosure on “Bilateral Investments (Including Equity).” Please
explain if the Company currently holds such investments.

Response: The Company acknowledges
the Staff’s comment and hereby supplementally advises the Staff that the Company did not hold any bilateral investments (which
are investments directly negotiated between the Company and a portfolio company) as of December 31, 2018. However, the Company
notes that it has previously held, and may in the future hold, bilateral investments and, therefore, the Company has included in
the Prospectus disclosure regarding the Company’s valuation procedures for bilateral investments.

Eversheds Sutherland (US) LLP is part of a global legal practice,
operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure
and a list of offices, please visit www.eversheds-sutherland.com.

2.       Please
provide on a supplemental basis the calculations for the disclosure in the Senior Securities table relating to December 31, 2018.

Response: The Company acknowledges
the Staff’s comment and has provided the requested calculations on a supplemental basis.

3.       On
page 11 of the Prospectus in the “Fees and Expenses” table we note the Company’s disclosure for the interest
payments on borrowed funds. Please provide the calculations to support the percentage disclosed on a supplemental basis.

Response: The Company acknowledges
the Staff’s comment and has provided the requested calculations on a supplemental basis.

4.       Please
explain the difference between the actual results presented in the “Selected Financial and Other Data” section in the
Prospectus and the amounts presented in the “Fees and Expenses” table of the Prospectus.

Response: The Company acknowledges
the Staff’s comment and supplementally advises the Staff that certain percentages disclosed in the “Fees and Expenses”
table are based on estimates and assumptions as disclosed in the related footnote. The percentages disclosed in the “Selected
Financial and Other Data” section of the Prospectus are based on historical amounts and actual results for the periods presented.
In order to make it clear that the Company uses estimates in the “Fees and Expenses” table, in the introduction to
the table the Company discloses “We caution you that some of the percentages indicated in the table below are estimates and
may vary.”

5.       On
page F-49, it appears distributions are changing from quarterly distributions in the amount of $0.20 per share to monthly distributions
in the amount of $0.067. Please explain if this change is due to a change in anticipated leverage and if it will change the frequency
with which the Company’s net asset value (“NAV”) will be determined.

Response: The Company acknowledges
the Staff’s comment and supplementally advises the Staff that the change in the frequency of distributions is not the result
of any anticipated change in leverage and will not impact the frequency with which the Company’s NAV will be determined.
The Company advises the Staff that the decision by the Company’s Board of Directors to switch to a monthly distribution was
based on the preference of the Company’s stockholders to receive distributions more frequently and is consistent with recent
market trends.

6.       Please
explain how often the Company measures its compliance with Section 55 of the Investment Company Act of 1940, as amended (the “1940
Act”) since NAV is determined quarterly. The Staff notes that as of December 31, 2018, the Company discloses that 68% of
its total assets were “qualifying assets.” Does this mean that the Company cannot purchase assets which are not “qualifying
assets” during the first quarter of 2019?

Response: The Company acknowledges
the Staff’s comment and hereby supplementally advises the Staff that the Company measures its compliance with Section 55
of the 1940 Act, as required by such section, each time the Company makes an investment in a portfolio company. The Company respectfully
advises the Staff that, although “qualifying assets” constituted 68% of the Company’s total assets as of December
31, 2018, since compliance with Section 55 of the 1940 Act is measured at the time of each new investment it is possible that the
Company could still purchase assets which are not “qualifying assets” during the first quarter of 2019 if it first
acquires “qualifying assets” such that at the time of investing in a “non-qualifying asset” the Company
has at least 70% of “qualifying assets” in its portfolio. The Company is able to purchase assets which are not “qualifying
assets” because Section 55 of the 1940 Act requires the Company to hold 70% of “qualifying assets” at the time
any non-qualifying asset is purchased as opposed to the end of any specific fiscal period.

7.       Please
explain the difference between distributions declared per share as disclosed in the Selected Financial and Other Data table on
page 13 of the Prospectus and page F-49, on the one hand, and the amount shown in the financial highlights on page F-47, on the
other hand. We note that on page 13 of the Prospectus and page F-49, the Company discloses distributions declared per share in
the amount of $0.80 for December 31, 2018 whereas page F-47 discloses $0.79 for the same period.

Response: The Company acknowledges
the Staff’s comment and supplementally advises the Staff that the distributions per share amounts which are reflected in
the “Selected Financial and Other Data” section of the Prospectus and in “Note 11. Distributions” to the
Company’s consolidated financial statements are based on the per share amounts that were declared by the Company’s
board of directors for each period presented. On the other hand, the distributions per share amounts which are reflected in “Note
10. Financial Highlights” to the Company’s consolidated financial statements are based on the per share amounts calculated
using the weighted average shares outstanding for the respective period (i.e. there were 49,662,157 weighted average shares outstanding
for the year ended December 31, 2018). Due to the Company’s share repurchase program which was executed during the year ended
December 31, 2018, the distributions for the year ended December 31, 2018 based on the weighted average shares outstanding during
that year was $0.01 per share less than the actual per share distributions declared by the Company’s board of directors.

*       *       *

Please
do not hesitate to call me at (202) 383-0176, or Vlad M. Bulkin at (202) 383-0815, if you have any questions or require any additional
information.

    Sincerely,

    /s/ Steven B. Boehm

    Steven
B. Boehm

 cc: Jonathan H. Cohen, Chief Executive Officer, Oxford Square
Capital Corp.

Bruce L. Rubin, Chief Financial Officer,
Oxford Square Capital Corp.

Vlad M. Bulkin, Esq., Eversheds Sutherland
(US) LLP

CORRESP
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OXFORD SQUARE CAPITAL CORP.

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(203) 983-5275

March 21, 2019

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Mr. Raymond Be, Esq.

    Re:
    Oxford Square Capital Corp.

    Registration Statement on Form N-2 (File No. 333-229337)

Dear Mr. Be:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Oxford Square Capital Corp. respectfully requests acceleration
of effectiveness of the above-captioned registration statement, including all amendments thereto, to 2:00 p.m., Eastern Time, on
March 25, 2019 or as soon thereafter as possible.

    OXFORD SQUARE CAPITAL CORP.

    By:
    /s/ Jonathan H. Cohen

    Jonathan H. Cohen

    Chief Executive Officer

CORRESP
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        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0176

        F: +1 202.637.3593

        stevenboehm@

        eversheds-sutherland.com

March 7, 2019

VIA EDGAR

Raymond Be, Esq.

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Oxford Square Capital Corp.

Registration Statement on Form N-2, Filed
January 23, 2019

File No. 333-229337

Dear Mr. Be:

On behalf of Oxford
Square 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 (the “Commission”) to the Company on March 1, 2019 with respect to the Company’s registration
statement on Form N-2 (File No. 333-229337) filed with the Commission on January 23, 2019 (the “Registration Statement”)
and the prospectus included therein (the “Prospectus”). The Staff’s comments are set forth below
in italics followed by the Company’s responses. Where revisions to the prospectus are indicated in the Company’s responses
set forth below, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment
No. 1”) filed concurrently herewith.

1.            On
page 1 of the Prospectus, the Company discloses “CLO investments may also include warehouse facilities, which are financing
structures intended to aggregate loans that may be used to form the basis of a CLO vehicle.” Please consider clarifying the
statement to make clear whether these “warehouse facilities” are early stage CLO vehicles. Please also consider discussing
if there are any additional risks with respect to investing in warehouse facilities as opposed to CLO vehicles.

Response: The
Company acknowledges the Staff’s comment and has included the requested disclosure in Amendment No. 1. The Company has also
included the additional risks relating to investments in warehouse facilities.

2.            On
page 3 of the Prospectus, the Company discloses that the LSTA Corporate Loan index traded at 98.6% of par for the period ending
September 30, 2018. Please disclose what the LSTA Corporate Loan Index is and what is meant by the statement.

    Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

Response: The
Company acknowledges the Staff’s comment and has included the requested disclosure in Amendment No. 1.

3.            On
page 8 of the Prospectus, the Company discloses “If we issue preferred stock, the net asset value and market value of our
common stock will likely become more volatile.” Please supplementally advise the Staff whether or not the Company intends
to issue preferred stock in the near future.

Response: The
Company acknowledges the Staff’s comment and hereby supplementally advises the Staff that the Company does not currently
intend to issue preferred stock in the near future.

4.            On
page 23 of the Prospectus, the Company’s risk factor entitled “We are permitted to borrow money, which magnifies the
potential for gain or loss on amounts invested and may increase the risk of investing in us” is largely repetitive of the
risk factor entitled “Beginning on April 6, 2019, we will be permitted to borrow more money, which will further magnify the
potential for gain or loss on amounts invested and may further increase the risk of investing in us.” Please consider consolidating
these two (2) risk factors, or putting them closer together and removing any redundancies.

Response:  The
Company acknowledges the Staff’s comment and has consolidated the two (2) aforementioned risk factors and removed redundancies
in Amendment No. 1.

5.            On
page 62 of the Prospectus, under the section entitled “Off-Balance Sheet Arrangements” the Company discloses it has
$1.5 million of commitments to purchase additional investments. Please represent to the Staff that the Company reasonably believes
that its assets will provide adequate cover to allow it to satisfy all of its unfunded commitments. Also please provide a general
explanation as to why the Company believes it can cover its unfunded commitments.

Response:  The
Company represents to the Staff on a supplemental basis that it has a reasonable belief that its assets will provide adequate coverage
to satisfy all of its unfunded commitments because as of December 31, 2018, the Company had sufficient cash and cash equivalents
and borrowing capacity under the Company’s credit facility to cover the value of its unfunded commitments.

*       *       *

Please
do not hesitate to call me at (202) 383-0176, or Vlad M. Bulkin at (202) 383-0815, if you have any questions or require any additional
information.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

 cc: Jonathan H. Cohen, Chief Executive Officer, Oxford Square
Capital Corp.

Bruce L. Rubin, Chief Financial Officer,
Oxford Square Capital Corp.

Vlad M. Bulkin, Esq., Eversheds Sutherland
(US) LLP

CORRESP
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[Letterhead of Eversheds Sutherland (US)
LLP]

January 23, 2019

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Oxford Square Capital Corp.

    Registration Statement on Form
N-2 filed January 23, 2019

    File No. 333-229337

Dear Mr. Minore:

On behalf of Oxford
Square Capital Corp. (the “Company”), we hereby respectfully request that the staff of the Securities
and Exchange Commission (the “Commission”) afford the Company’s registration statement on Form
N-2 (File No. 333-229337), filed with the Commission on January 23, 2019 (the “Registration Statement”),
selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained
in Registration Statement is substantially similar to the disclosure contained in the Company’s Post-Effective Amendment
No. 3 to the registration statement on Form N-2 (File No. 333-202672), filed with the Commission on November 14, 2017 and declared
effective by the Commission on November 20, 2017 (the “Effective Date”), except for (i) revisions reflecting
material developments relating to the Company since the Effective Date and (ii) the inclusion of annual audited financial statements
and related financial data for the fiscal year ended December 31, 2017, and unaudited financial statements and related financial
data for the fiscal quarter ended September 30, 2018, in each case, together with disclosure relating thereto.

*           *           *

If you have any questions or additional
comments concerning the foregoing, please contact me at (202) 383-0815.

    Sincerely,

    /s/ Vlad M. Bulkin

    Vlad M. Bulkin

CORRESP
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    November 17, 2017

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0176

        F: +1 202.637.3593

        harrypangas@

        eversheds-sutherland.com

    VIA EDGAR

    Dominic Minore, Esq.

    Megan Miller

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC  20549

    Re:
    TICC Capital Corp.

    Post-Effective Amendment No. 3 to the Registration Statement on

    Form N-2, Filed November 14, 2017

    File No.  333-202672

        Dear Mr. Minore and Ms. Miller:

        On behalf of TICC 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
        (the “Commission”) to the Company on November 15, 2017 and November 16, 2017, in each case, with respect
        to post-effective amendment no. 3 to the Company’s registration statement on Form N-2 (File No. 333-202672) filed with the
        Commission on November 14, 2017 (the “Registration Statement”) and the prospectus included therein (the
        “Prospectus”). The Staff’s comments are set forth below in italics followed by the Company’s
        responses.

        1.          The
        Staff refers to the disclosure in the notes to the financial statements and in the Management’s Discussion and Analysis of
        Financial Condition and Results of Operations section for the period ended September 30, 2017, which indicates that debt extinguishment
        costs are recorded within Realized Loss on Extinguishment of Debt in the Consolidated Statement of Operations. However, the disclosure
        in the notes to the financial statements for the period ended December 31, 2016 indicates that “upon early termination of
        debt…the remaining balance of unaccreted fees related to such debt accelerated into interest expense.” Please explain
        this discrepancy and whether there was a change in accounting policy or a restatement of financial statements during the period
        ended September 30, 2017.

        Response: The
        Company advises the Staff on a supplemental basis that for the period ended September 30, 2017, the Company determined to reclassify
        the accelerated note discount expense and accelerated deferred debt issuance costs from Interest Expense to

    Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

Realized Loss on Extinguishment of Debt
        in the Company’s Consolidated Financial Statements. The Company determined to make this reclassification in order to provide
        greater transparency to the reader of financial statements and to clarify that the loss on debt extinguishment is separate and
        distinct from the ordinary expenses of the Company. The Company also notes that recognizing a loss on debt extinguishment in the
        realized gains/losses section of the Statement of Operations is still consistent with accounting guidance and is the most common
        approach among business development companies. Accordingly, the Company also reclassified prior period amounts in the Consolidated
        Statement of Operations for the period ended September 30, 2017. The Company performed a qualitative and quantitative analysis
        of this reclassification in accordance with SAB 1M and determined that the reclassification of such amounts was deemed immaterial.
        Further, the Company disclosed in its notes to the financial statements for the period ended September 30, 2017 under “Note
        3. Summary of Significant Accounting Policies” that “certain prior period figures have been reclassified from those
        originally published in quarterly and annual reports to conform to the current period presentation for comparative purposes.”

        2.          On
        Page 70 of the Prospectus, the disclosure indicates that the Company’s asset coverage for borrowed amounts was 339.21% as
        of September 30, 2017.  However, on page F-35 of the Prospectus the disclosure indicates that the Company’s asset coverage
        for borrowed amounts was 504.2% as of September 30, 2017.  Please advise the Staff the reason for this difference.

        Response: The
        Company acknowledges the Staff’s comment and confirms that it will revise the disclosure on page F-35 of the Prospectus in
        order to conform the two figures in the final Prospectus that the Company will file with the Commission after the Registration
        Statement is declared effective. The Company has also attached the marked page F-35 of the Prospectus hereto.

        3.          The
        Staff refers to the disclosure on page 4 of the Prospectus regarding a “reset” of a CLO vehicle. Please add disclosure
        to explain how the Company avails itself of resetting opportunities and why a reset of a CLO investment is beneficial for the Company.

        Response:     The
        Company will add disclosure in response to the Staff’s comment in the final Prospectus that the Company will file with the
        Commission after the Registration Statement is declared effective. The Company has also attached the marked pages 4 and 82 of the
        Prospectus hereto.

        4.          The
        Staff refers to the disclosure regarding “return of capital” on page 41 of the Prospectus. Please add disclosure to
        explain what a “return of capital” is in plain English.

        Response:     The
        Company will add disclosure in response to the Staff’s comment in the final Prospectus that the Company will file with the
        Commission after the Registration Statement is declared effective. The Company has also attached the marked page 41 of the Prospectus
        hereto.

5.          The
        Staff refers to the disclosure regarding “weighted average annualized yield” on page 43 of the Prospectus. Please add
        disclosure to clarify the assumptions used to derive the weighted average annualized yield from the weighted average yield.

        Response:     The
        Company advises the Staff that weighted average yield and weighted average annualized yield are the same number. As a result, to
        avoid confusion, the Company will remove references to weighted average annualized yield in the final Prospectus that the Company
        will file with the Commission after the Registration Statement is declared effective. The Company has also attached the marked
        page 43 of the Prospectus hereto.

        6.          The
        Staff refers to the disclosure on page 49 of the Prospectus, which indicates that the Company’s qualifying assets represented
        67.3% of the Company’s total assets as of September 30, 2017. Please explain the inputs that the Company used to derive at
        67.3% for the Company’s qualifying assets as of September 30, 2017 and please confirm that the Company was in compliance
        with the requirements of Section 55 of the Investment Company Act of 1940, as amended (the “1940 Act”), at the
        time that it acquired any non-qualifying assets during the period ended September 30, 2017.

        Response:     To
        determine the percentage of the Company’s qualifying assets as of September 30, 2017, the Company divided the fair value
        of its non-qualifying assets as of September 30, 2017, which was $178,044,155 ($4,481,550 in CLO Debt and $173,562,605 in CLO Equity),
        by the Company’s adjusted total assets of $543,829,143 ($550,360,175 in total assets minus $1,516,032 in “Other Assets”
        and minus $5,015,000 in “Securities purchased not settled”). The Company has historically made such adjustments to
        the total assets amount because: (i) “Other assets” are escrow receivables, prepaid expenses and deferred equity offering
        costs, and are not the type of assets described in paragraphs (1) through (6) of Section 55(a) of the 1940 Act, and (ii) not deducting
        “Securities purchased not settled” from total assets would result in double counting such securities because such securities
        are included as investments and in the cash amount as of the quarter end. The Company also confirms to the Staff that it was in
        compliance with the requirements of Section 55 of the 1940 Act at the time that it acquired any non-qualifying assets during the
        period ended September 30, 2017.

        *       *       *

        Please
        do not hesitate to call me at (202) 383-0805, or Vlad M. Bulkin at (202) 383-0815, if you have any questions or require any additional
        information.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

    cc:
    Jonathan H. Cohen, Chief Executive Officer, TICC Capital Corp.

    Steven B. Boehm, Esq., Eversheds Sutherland (US) LLP

    Vlad M. Bulkin, Esq., Eversheds Sutherland (US) LLP

CORRESP
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TICC CAPITAL CORP.

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(203) 983-5275

November 17, 2017

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Mr. Dominic Minore, Esq.

 Re: TICC Capital Corp.

Registration Statement on Form N-2 (File
No. 333-202672)

Dear Mr. Minore:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, TICC Capital Corp. (the “Company”)
respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration
Statement”), including all amendments thereto, to 12:00 p.m., Eastern Time, on November 20, 2017 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:

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

 · should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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;

 · 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

 · the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    TICC CAPITAL CORP.

    By:
    /s/ Jonathan H. Cohen

    Jonathan H. Cohen

    Chief Executive Officer

CORRESP
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        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0176

        F: +1 202.637.3593

        harrypangas@

        eversheds-sutherland.com

November 14, 2017

VIA EDGAR

Dominic Minore, Esq.

Megan Miller

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: TICC Capital Corp.

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

Form N-2, Filed September 15, 2017

File No. 333-202672

Dear Mr. Minore and Ms. Miller:

On behalf of TICC 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 (the “Commission”)
to the Company on October 25, 2017 and October 30, 2017, in each case, with respect to post-effective amendment no. 2 to the Company’s
registration statement on Form N-2 (File No. 333-202672) filed with the Commission on September 15, 2017 (the “Registration
Statement”) and the prospectus included therein (the “Prospectus”). The Staff’s comments
are set forth below in italics followed by the Company’s response.

Legal Comments

1.          On
page 3 of the Prospectus, the disclosure indicates that the Company will pay-off the Convertible Notes with the proceeds of the
6.50% Unsecured Notes. Please update this disclosure to indicate that the Convertible Notes were repaid in full at their maturity
on November 1, 2017.

Response: The Company has revised the disclosure in the
Prospectus to indicate that the Convertible Notes were repaid in full at their maturity on November 1, 2017.

2.          On
page 4 of the Prospectus, the disclosure indicates that the Company’s current strategy is to rotate out of more broadly-syndicated
corporate loans into “club deals.” Please revise the disclosure to explain in plain English meant by “club deals”
in this context. Also, please expand the disclosure on page 4 of the Prospectus to more fully explain what is meant by “resetting
opportunities” with regard to CLO investments, including what is encompassed by a reset and what else, if anything, does
a reset include other than an extension of the reinvestment period of the CLO.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure accordingly.

Eversheds Sutherland (US) LLP is part of a global legal practice,
operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure
and a list of offices, please visit www.eversheds-sutherland.com.

3.          On
page 48 of the Prospectus, you disclose the weighted average annualized yield on debt investments in the third paragraph under
“Overview.” However, the disclosure in the fourth paragraph under “Overview” on page 48 does not refer
to an “annualized” weighted average yield. Please revise the first sentence of the fourth paragraph on page 48 to indicate
that the weighted average yield and the weighted average annualized yield is not the same as a return on investment for the Company’s
stockholders.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure accordingly.

4.          On
page 82 of the Prospectus, please delete the reference to the Form 10-Q and correct it to reference the Prospectus.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure accordingly.

Accounting Comments

5.          In
the fees and expenses table on page 13 of the Prospectus, the Company discloses annual expenses of 7.28%, however, the Staff notes
that “Note 14. Financial Highlights” to the Company’s financial statements for the quarter ended June 30, 2017
discloses annual expenses of 9.78%. Please supplementally advise the Staff on the difference in assumptions used to calculate these
amounts.

Response: The Company acknowledges the Staff’s
comment and supplementally advises the Staff that, as disclosed in footnotes 4 and 6 to the Fees and Expenses table, the calculations
in the Fees and Expenses table have been adjusted to reflect certain events that occurred after June 30, 2017 as well as assumptions
about future events that are expected to occur (i.e., the redemption of approximately $73.4 million in aggregate indebtedness under
TICC CLO 2012-1 LLC, the expected repayment in full of approximately $94.5 million of Convertible Notes, and adjusted to reflect
an assumed $50.0 million of additional borrowings).

6.          On
page 47 of the Prospectus, the Company disclosed that there was a tax return of capital for December 31, 2016. However, the Company’s
website makes references to “dividends” and “dividend yield” which would indicate that distributions were
only from income as opposed to a return of capital. Please update your website to properly refer to “distributions”
or “distribution rate” instead of “dividends” or “dividend yield.”

Response: The Company acknowledges the Staff’s
comment and hereby undertakes to update its website accordingly.

7.          In
future filings of financial statements, please include the disclosure required by ASC 820-10-50-2(g).

Response: The Company acknowledges the Staff’s
comment, has included the requested disclosure in the Prospectus and will also include the requested disclosure in future filings
of financial statements.

8.          The
lead-in to the Senior Securities table on page 84 states that the auditor’s report is attached to the Registration Statement.
We note, however, that only a consent and no report is provided. Please explain or revise the disclosure accordingly.

Response: The Company acknowledges the Staff’s
comment and supplementally advises the Staff that the auditor’s report was included as Exhibit n.6 to Post-Effective Amendment
No.1 to the Registration Statement that was filed by the Company on April 12, 2017. The Company has modified the disclosure in
the Prospectus accordingly.

9.          On
Page 75 of the Prospectus, the disclosure indicates that the Company’s asset coverage for borrowed amounts was 328.7% as
of June 30, 2017.  However, on page 84 of the Prospectus the disclosure indicates that the asset coverage for each type of
senior security was 264.4% as of June 30, 2017.  Please supplementally advise the Staff the reason for this difference.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure in order to conform the two figures.

*          *          *

Please
do not hesitate to call me at (202) 383-0805, or Vlad M. Bulkin at (202) 383-0815, if you have any questions or require any additional
information.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

 cc: Jonathan H. Cohen, Chief Executive Officer, TICC Capital Corp.

Steven B. Boehm,
Esq., Eversheds Sutherland (US) LLP

Vlad M. Bulkin, Esq., Eversheds
Sutherland (US) LLP

CORRESP
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[Letterhead of Eversheds Sutherland (US)
LLP]

September 15, 2017

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TICC Capital Corp.

Post-Effective Amendment No. 2 to the Registration
Statement on Form N-2 (File No. 333-202672) filed September 15, 2017

Dear Mr. Minore:

On behalf of TICC Capital
Corp. (the “Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission
(the “Commission”) afford Post-Effective Amendment No. 2 to the Company’s registration statement
(the “Registration Statement”) on Form N-2 (File No. 333-202672), filed with the Commission on September
15, 2017 (“Amendment No. 2”), selective review in accordance with Securities Act Release No. 6510 (February
15, 1984).

The disclosure contained
in Amendment No. 2 contains no material changes from the disclosure included in Pre-Effective Amendment No. 3 to the Registration
Statement filed on January 11, 2017 and declared effective by the Commission on January 13, 2017 (the “Effective Date”),
except for (i) revisions reflecting material developments relating to the Company since the Effective Date, and (ii) the inclusion
of annual audited financial statements and related financial data for the fiscal year ended December 31, 2016, and unaudited financial
statements and related financial data for the fiscal quarter ended June 30, 2017, in each case, together with disclosure relating
thereto.

Dominic Minore, Esq.

September 15, 2017

Page 2

*                *               *

If you have any questions
or additional comments concerning the foregoing, please contact Steven B. Boehm at (202) 383-0176, Vlad M. Bulkin at (202) 383-0815,
or the undersigned at (202) 383-0805.

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

 cc: Steven B. Boehm

Vlad M. Bulkin

CORRESP
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TICC CAPITAL CORP.

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(203) 983-5275

January 13, 2017

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Mr. Dominic Minore, Esq.

    Re:

        TICC Capital Corp.

        Registration Statement on Form N-2 (File No. 333-202672)

Dear Mr. Minore:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, TICC Capital Corp. (the “Company”)
respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration
Statement”), including all amendments thereto, to 12:00 p.m., Eastern Time, on January 13, 2017 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:

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

 · should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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;

 · 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

 · the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

TICC
CAPITAL CORP.

    By:

        /s/ Jonathan H. Cohen

        Jonathan H. Cohen

        Chief Executive Officer

CORRESP
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        SUTHERLAND ASBILL & BRENNAN LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        202.383.0100 Fax 202.637.3593

        www.sutherland.com

HARRY S. PANGAS

DIRECT LINE: 202.383.0805

E-mail: harry.pangas@sutherland.com

   January 13, 2017

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TICC Capital Corp.

Pre-Effective Amendment No. 3 to the Registration Statement

on Form N-2, Filed January 11, 2017

File No. 333-202672

Dear Mr. Minore:

On behalf of TICC Capital
Corp. (the “Company”), set forth below are the Company’s responses to the oral comment provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) to the Company on January 12, 2017 with respect to pre-effective amendment no. 3 to
the Company’s registration statement on Form N-2 (File No. 333-202672) filed with the Commission on January 11, 2017 (the
“Registration Statement”) and the prospectus included therein (the “Prospectus”).
The Staff’s comment is set forth below in italics and followed by the Company’s response.

 1. The Staff notes the following paragraph that appears on page 7 and 141 of the Prospectus: “From
January 1, 2005 through March 31, 2016, the “Pre-Incentive Fee Net Investment Income,” which was expressed as a rate
of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, was compared
to one-fourth of an annual hurdle rate that was determined as of the immediately preceding December 31st by adding 5.00% to the
interest rate then payable on the most recently issued five-year U.S. Treasury Notes, up to a maximum annual hurdle rate of 10.00%.”
In the final Prospectus that is used in connection with any offering of securities off of the Registration Statement please add
the following disclosure to the end of the foregoing paragraph: “The net investment income incentive fee would then equal
20% of the “Pre-Incentive Fee Net Investment Income” rate of return for any calendar quarter that exceeded the resulting
quarterly hurdle rate.”

Dominic Minore, Esq.

January 13, 2017

Page 2

The Company confirms to
the Staff that it will add the above-referenced disclosure to the final Prospectus that is used in connection with any offering
of securities off of the Registration Statement.

*          *          *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0805, Steven B. Boehm at (202) 383-0176
or Vlad M. Bulkin at (202) 383-0815.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

 cc: Jonathan H. Cohen / TICC Capital Corp.

Steven B. Boehm, Esq. / Sutherland Asbill &
Brennan LLP

Vlad M. Bulkin, Esq. / Sutherland Asbill &
Brennan LLP

CORRESP
1
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    SUTHERLAND ASBILL & BRENNAN LLP

    700 Sixth Street, NW, Suite 700

    Washington, DC 20001-3980

    202.383.0100 Fax 202.637.3593

        www.sutherland.com

HARRY S. PANGAS

DIRECT LINE: 202.383.0805

E-mail: harry.pangas@sutherland.com

January 11, 2017

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TICC Capital Corp.

        Pre-Effective Amendment No. 2 to the Registration Statement

on Form N-2, Filed November 16, 2016

    File No. 333-202672

Dear Mr. Minore:

On behalf of TICC 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 (the “Commission”)
to the Company on December 15, 2016 with respect to pre-effective amendment no. 2 to the Company’s registration statement
on Form N-2 (File No. 333-202672) filed with the Commission on November 16, 2016 (the “Registration Statement”)
and the prospectus included therein (the “Prospectus”). Each of the Staff’s comments is set forth
below in italics and followed by the Company’s response. The revisions to the Prospectus referenced in the below responses
are set forth in Pre-Effective Amendment No. 3 to the Registration Statement, filed with the Commission concurrently herewith.

 1. The Staff notes the Company’s response to prior comment number 3 of the Company’s
letter, dated November 15, 2016 (the “Prior Letter”). In addition to the representations made in the Prior Letter,
please specifically acknowledge and undertake to provide the following:

 · The prospectus supplement will disclose on the outside front cover, as applicable and if true,
that none of the Company’s indebtedness is currently subordinated to the debt securities being offered and therefore the
debt securities being offered will not be senior to any of the Company’s indebtedness or obligations.

Dominic Minore, Esq.

January 11, 2017

Page 2

 · The prospectus supplement will disclose on the outside front cover, as applicable, whether the
debt securities are structurally subordinated and, also whether effectively subordinated, to all existing and future indebtedness
of the Company and other obligations of its subsidiaries, financing vehicles and similar facilities. The prospectus supplement
front cover will also explain the significance of the debt securities being structurally subordinated and effectively subordinated,
specifically highlighting how such subordination affects the rights and priorities of the holders of the debt securities, and the
approximate total dollar amount as of the offering date of all liabilities and obligations to which the debt securities are: (i)
equal in priority in payment, (ii) structurally subordinated, and/or (iii) effectively subordinated.

The Company acknowledges
the Staff’s comment and undertakes to provide the above-referenced disclosure on the outside front cover of any prospectus
supplement used in connection with an offering of debt securities pursuant to the Registration Statement.

 2. Please disclose in the “Summary-Overview” section of the Prospectus and throughout
the Prospectus whether the Company may invest in private equity funds and/or hedge funds that are excluded from the definition
of “investment company” pursuant to Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended
(the “1940 Act”), and if it may, disclose that it will limit its investments in these entities to 15% of the
Company’s net assets. If the Company does not intend to invest in any of these entities, then instead add disclosure to that
effect. This comment and the limitation set forth herein do not apply to collateralized loan obligation (“CLO”)
vehicles, irrespective of whether such entities rely on Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

The Company has added
disclosure throughout the Prospectus in response to the Staff’s comment. See pages 2 and 106 of the Prospectus.

 3. Please add disclosure in the “Summary-Overview” section of the Prospectus and throughout
the Prospectus to clarify that the junior tranches, especially the equity tranches, of CLO vehicles in which the Company invests
are the last tranches to be paid, if at all, in the event of a default.

The Company has added
disclosure throughout the Prospectus in response to the Staff’s comment. See pages 2 and 107 of the Prospectus.

 4. The Staff refers to the “Summary-Management Fee” section of the Prospectus. Please
disclose in this section and throughout the Prospectus the following:

Dominic Minore, Esq.

January
11, 2017

Page
3

 · Whether or not there is any reversal of incentive fees paid to the Company’s investment
adviser based on accrued income that the Company has not yet received in cash if the cash for such accrued income is not ultimately
received by the Company;

 · Whether the Company’s “Pre-Incentive Fee Net Investment Income” exceeded the
annual hurdle rates for 2013, 2014 and 2015 that are disclosed in the Prospectus as well as whether the Company’s “Pre-Incentive
Fee Net Investment Income” exceeded the maximum annual hurdle rate of 10.00% in any of these periods;

 · The specific threshold to meet the total return requirement under the amended incentive fee
structure;

 · If true, that there is no accumulation from quarter to quarter of amounts for the income incentive
fee hurdle rate and that there is no claw-back of amounts previously paid to the Company’s investment adviser if subsequent
quarters are below the income incentive fee hurdle rate; and

 · If true, that there is no delay of payment of incentive fees to the Company’s investment
adviser of the income incentive fee if prior quarters are below the quarterly income incentive fee hurdle rate.

In addition, please
delete throughout the Prospectus the annualized hurdle rate amount of 8.75% for the “catch-up” provision since it is
a quarterly test and is not cumulative from quarter to quarter.

The Company has revised
the above-referenced disclosure throughout the Prospectus in response to the Staff’s comments. See pages 7, 8,  141 and 142 of the Prospectus. However, the Company believes that it would be confusing to include disclosure as to
whether the Company’s “Pre-Incentive Fee Net Investment Income” exceeded the maximum annual hurdle rate of 10.00%
because the 10.00% maximum was only relevant if the variable hurdle rate exceeded this amount for a particular year (which it did
not for 2013, 2014 and 2015) and, therefore, the Company did not add such disclosure to the Prospectus.

 5. The Staff refers to the “Fees and Expenses” section of the Prospectus and notes
that the Company invests heavily in equity tranches of CLO vehicles and those tranches typically bear all the expenses of the CLO
vehicle. As a result, please add disclosure to footnote number 8 to the Fees and Expenses table, in bold, that the indirect expenses
associated with the Company’s CLO equity investments are not included in the fee table presentation and disclose what the
Company’s total annual expenses would have been if such expenses were included in the fee table presentation.

Dominic Minore, Esq.

January 11, 2017

Page 4

The Company has added
the above-referenced disclosure in response to the Staff’s comment. See page 16 of the Prospectus.

*       *        *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0805, Steven B. Boehm at (202) 383-0176
or Vlad M. Bulkin at (202) 383-0815.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

    cc:
    Jonathan H. Cohen / TICC Capital Corp.

    Steven B. Boehm, Esq. / Sutherland Asbill & Brennan LLP

    Vlad M. Bulkin, Esq. / Sutherland Asbill & Brennan LLP

CORRESP
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From: Bulkin, Vlad

Sent: Friday, January 06, 2017 5:18 PM

To: 'minored@sec.gov' (minored@sec.gov) (minored@sec.gov)

Cc: Pangas, Harry S.

Subject: TICC N-2/A

Dominic,

Please find attached for your review the updated disclosure
regarding the advisory fees from TICC Capital Corp.’s N-2/A.

Please let me know if you have any further comments or questions.

Regards,

Vlad

Vlad Bulkin | Counsel

Sutherland Asbill & Brennan LLP

700 Sixth Street, NW, Suite 700 | Washington, DC 20001-3980

202.383.0815 direct | 202.637.3593 facsimile

vlad.bulkin@sutherland.com | www.sutherland.com

Biography | Download vCard

This e-mail message is intended only for the personal use of the recipient(s) named above. This message may be an attorney-client
communication and as such privileged and confidential. If you are not an intended recipient, you may not review, copy, or distribute
this message. If you have received this communication in error, please notify us immediately by e-mail and delete the original
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CORRESP
1
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    SUTHERLAND
                                         ASBILL & BRENNAN LLP

                                                   700
                                         Sixth Street, NW, Suite 700

                                                   Washington,
                                         DC 20001-3980

                                                   202.383.0100
                                          Fax 202.637.3593

www.sutherland.com

HARRY S. PANGAS

DIRECT LINE: 202.383.0805

E-mail: harry.pangas@sutherland.com

    January [ ], 2017

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TICC Capital Corp.

Pre-Effective Amendment No. 2 to the Registration Statement

on Form N-2, Filed November 16, 2016

  File No. 333-202672

Dear Mr. Minore:

On behalf of TICC 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
(the “Commission”) to the Company on December 15, 2016 with respect to pre-effective amendment no. 2
to the Company’s registration statement on Form N-2 (File No. 333-202672) filed with the Commission on November 16, 2016
(the “Registration Statement”) and the prospectus included therein (the “Prospectus”).
Each of the Staff’s comments is set forth below in italics and followed by the Company’s response. The revisions to
the Prospectus referenced in the below responses are set forth in Pre-Effective Amendment No. 3 to the Registration Statement,
filed with the Commission concurrently herewith.

 1. The Staff notes the Company’s response to prior comment number 3 of the Company’s
letter, dated November 15, 2016 (the “Prior Letter”). In addition to the representations made in the Prior Letter,
please specifically acknowledge and undertake to provide the following:

 · The prospectus supplement will disclose on the outside front cover, as applicable and if true,
that none of the Company’s indebtedness is currently subordinated to the debt securities being offered and therefore the
debt securities being offered will not be senior to any of the Company’s indebtedness or obligations.

Dominic Minore, Esq.

January [ ], 2017

Page 2

 · The prospectus supplement will disclose on the outside front cover, as applicable, whether the
debt securities are structurally subordinated and, also whether effectively subordinated, to all existing and future indebtedness
of the Company and other obligations of its subsidiaries, financing vehicles and similar facilities. The prospectus supplement
front cover will also explain the significance of the debt securities being structural subordinated and effectively subordinated,
specifically highlighting how such subordination affects the rights and priorities of the holders of the debt securities, and the
approximate total dollar amount as of the offering date of all liabilities and obligations to which the debt securities are equal
in priority in payment, structurally subordinated and effectively subordinated.

The Company acknowledges
the Staff’s comment and undertakes to provide the above-referenced disclosure on the outside front cover of any prospectus
supplement used in connection with an offering of debt securities pursuant to the Registration Statement.

 2. Please disclose in the “Summary-Overview” section of the Prospectus and throughout
the Prospectus whether the Company may invest in private equity funds and/or hedge funds that are excluded from the definition
of “investment company” pursuant to Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended
(the “1940 Act”), and if it may, disclose that it will limit its investments in these entities to 15% of the
Company’s net assets. If the Company does not intend to invest in any of these entities, then instead add disclosure to that
effect. This comment and the limitation set forth herein do not apply to collateralized loan obligation (“CLO”)
vehicles, irrespective of whether such entities rely on Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

The Company has added
disclosure throughout the Prospectus in response to the Staff’s comment. See pages 2 and 106 of the Prospectus.

 3. Please add disclosure in the “Summary-Overview” section of the Prospectus and throughout
the Prospectus to clarify that the junior tranches, especially the equity tranches, of CLO vehicles in which the Company invests
are the last tranches to be paid, if at all, in the event of a default.

The Company has added
disclosure throughout the Prospectus in response to the Staff’s comment. See pages 2 and 107 of the Prospectus.

Dominic Minore, Esq.

January [ ], 2017

Page 3

 4. The Staff refers to the “Summary-Management Fee” section of the Prospectus. Please
disclose in this section and throughout the Prospectus the following:

 · Whether or not there is any reversal of incentive fees paid to the Company’s investment
adviser based on accrued income that the Company has not yet received in cash if the cash for such accrued income is not ultimately
received by the Company;

 · Whether the Company’s “Pre-Incentive Fee Net Investment Income” exceeded the
annual hurdle rates for 2013, 2014 and 2015 that are disclosed in the Prospectus as well as whether the Company’s “Pre-Incentive
Fee Net Investment Income” exceeded the maximum annual hurdle rate of 10.00% in any of these periods;

 · The specific threshold to meet the total return requirement under the amended incentive fee
structure;

 · If true, that there is no accumulation from quarter to quarter of amounts for the income incentive
fee hurdle rate and that there is no claw-back of amounts previously paid to the Company’s investment adviser if subsequent
quarters are below the income incentive fee hurdle rate; and

 · If true, that there is no delay of payment of incentive fees to the Company’s investment
adviser of the income incentive fee if prior quarters are below the quarterly income incentive fee hurdle rate.

In addition, please
delete throughout the Prospectus the annualized hurdle rate amount of 8.75% for the “catch-up” provision since it is
a quarterly test and is not cumulative from quarter to quarter.

The Company has revised
the above-referenced disclosure throughout the Prospectus in response to the Staff’s comments. See pages 7, 15, 72,
77 and 141 of the Prospectus. However, the Company believes that it would be confusing to include disclosure as to whether the
Company’s “Pre-Incentive Fee Net Investment Income” exceeded the maximum annual hurdle rate of 10.00% because
the 10.00% maximum was only relevant if the variable hurdle rate exceeded this amount for a particular year (which it did not for
2013, 2014 and 2015) and, therefore, the Company did not add such disclosure to the Prospectus.

 5. The Staff refers to the “Fees and Expenses” section of the Prospectus and notes
that the Company invests heavily in equity tranches of CLO vehicles and those tranches typically bear all the expenses of the CLO
vehicle. As a result, please add disclosure to footnote number 8 to the Fees and Expenses table, in bold, that the indirect expenses
associated with the Company’s CLO equity investments are not included in the fee table presentation and disclose what the
Company’s total annual expenses would have been if such expenses were included in the fee table presentation.

Dominic Minore, Esq.

January [ ], 2017

Page 4

The Company has added
the above-referenced disclosure in response to the Staff’s comment. See page 16 of the Prospectus.

*        *        *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0805, Steven B. Boehm at (202) 383-0176
or Vlad M. Bulkin at (202) 383-0815.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

 cc: Jonathan H. Cohen / TICC Capital Corp.

Steven B. Boehm, Esq. / Sutherland Asbill
& Brennan LLP

Vlad M. Bulkin, Esq. / Sutherland Asbill
& Brennan LLP

CORRESP
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[Letterhead of Sutherland Asbill & Brennan
LLP]

November 15, 2016

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	 	       TICC Capital Corp.

Pre-Effective Amendment No. 1 to the Registration Statement

on Form N-2, Filed July 17, 2015

File No. 333-202672

Dear Mr. Minore:

On behalf of TICC 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
(the “Commission”) to the Company on August 12, 2015 with respect to pre-effective amendment no. 1 to
the Company’s registration statement on Form N-2 (File No. 333-202672) filed with the Commission on July 17, 2015 (the “Registration
Statement”) and the prospectus included therein (the “Prospectus”). Each of the Staff’s
comments is set forth below in italics and followed by the Company’s response. The revisions to the Prospectus referenced
in the below responses are set forth in Pre-Effective Amendment No. 2 to the Registration Statement, filed with the Commission
concurrently herewith.

 1. Since the Company has filed with the Commission its quarterly report on Form 10-Q for the quarter
ended June 30, 2015, please update the Registration Statement to incorporate the information in the Company’s Form 10-Q for
the quarter ended June 30, 2015.

Dominic Minore, Esq.

November 15, 2016

Page 2

The Company has revised
the Prospectus to incorporate the information in the Company’s Form 10-K for the year ended December 31, 2015 and the Company’s
Form 10-Q for the quarter ended September 30, 2016 in response to the Staff’s comment.

 2. The Staff notes the Company’s response to prior comment 11 of the Company’s letter,
dated July 17, 2015 (the “Prior Letter”). Please confirm that if the Company enters into a swap or derivative
in the future, the Company will undertake to provide additional disclosure regarding the specific terms of such swap or derivative.
In addition, please enhance the disclosure in the Prospectus to include the following:

“To the extent the Company
enters into any swaps or derivatives in the future, for purposes of computing the capital gains incentive fee, the Company will
become entitled to a capital gains incentive fee only upon the termination or disposition of a swap or derivative, at which point
all net gains and losses of the underlying loans constituting the reference assets of the swap or derivative will be realized.
For purposes of computing the incentive fee on income, the Company would not be entitled to an incentive fee on income with respect
to a swap or derivative. Any unrealized appreciation on such swap or derivative would be reflected in total assets on the Company’s
consolidated balance sheets and included in the computation of the base management fee.

While the Company’s
Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital
gains incentive fee, pursuant to an interpretation of the AICPA Technical Practice Aid for investment companies, we accrue capital
gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable if the Company’s
entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Company is not entitled
to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

For purposes of the asset
coverage ratio test applicable to us as a BDC, we will treat the outstanding notional amount of a swap or derivative, less the
total amount of cash collateral posted by the counterparty under such swap or derivative, as a senior security for the life of
that instrument. We may, however, accord different treatment to such swap or derivative in the future in accordance with any applicable
new rules or interpretations adopted by the staff of the SEC.

Further, for purposes of Section
55(a) under the 1940 Act, we will treat each loan underlying as swap or derivative as a qualifying asset if the obligor on such
loan is an eligible portfolio company and as a non-qualifying asset if the obligor is not an eligible portfolio company. A swap
or derivative would be disclosed as a portfolio company on our schedule of investments. We may, however, accord different treatment
to such swap or derivative in the future in accordance with any applicable new rules or interpretations adopted by the staff of
the SEC.”

Dominic Minore, Esq.

November 15, 2016

Page 3

The Company has added
the above-referenced disclosure to the Prospectus in response to the Staff’s comment. See page 137 of the Prospectus.
In addition, the Company confirms that if the Company enters into a swap or derivative in the future, the Company will undertake
to provide additional disclosure regarding the specific terms of such swap or derivative.

 3. The Staff notes the Company’s responses to prior comments 21, 22 and 23 of the Prior Letter.
Please specifically acknowledge and undertake to provide in a prospectus supplement the additional disclosure requested by the
Staff in comments 21, 22 and 23 in the Prior Letter.

The Company acknowledges
the Staff’s comments 21, 22 and 23 in the Prior Letter and confirms to the Staff the following:

 · The prospectus supplement will disclose, as applicable, that none of the Company’s indebtedness
is currently subordinated to the debt securities. It will also disclose whether there is a current intention to issue indebtedness
that expressly provides that it is subordinated to the debt securities.

 · The prospectus supplement will disclose, as applicable, whether the debt securities are “structurally
subordinated” and, also whether “effectively subordinated,” to all existing and future indebtedness of the Company
and other obligations of its subsidiaries, financing vehicles and similar facilities. The significance of the debt securities being
structural subordinated and effectively subordinated will be explained in plain English, specifically highlighting how such subordination
affects the rights and priorities of the holders of the debt securities.

 · The prospectus supplement will disclose whether the debt securities will be subject to any sinking
fund and, if not, the significance thereof; for example, the prospectus supplement will state that no amounts will be set aside
for the express purpose of repayment of principal and any unpaid interest on the debt securities, and that repayment of the debt
securities will depend upon the financial condition of the Company and its subsidiaries as they exist as of the maturity date of
the debt securities.

 4. Please provide us with a representation that the Company will not use the term “senior” with respect to future
offerings of the Company’s debt securities unless the debt will be contractually senior in priority to other outstanding
debt of the Company.

The Company represents
to the Staff on a supplemental basis that the Company will not use the term “senior” with respect to future offerings
of the Company’s debt securities unless the debt will be contractually senior in priority to other outstanding debt of the
Company.

 5. The Staff notes the Company’s response to prior comment 33 of the Prior Letter. In addition,
please represent to the Staff that the Company reasonably believes that its assets will provide adequate cover to allow it to satisfy
all of its unfunded commitments. Also please provide a general explanation as to why the Company believes it can cover its unfunded
commitments.

Dominic Minore, Esq.

November 15, 2016

Page 4

The Company represents
to the Staff on a supplemental basis that it has a reasonable belief that its assets will provide adequate coverage to satisfy
all of its unfunded commitments because as of September 30, 2016 and December 31, 2015, respectively, the Company had sufficient
cash and cash equivalents to cover the value of its unfunded commitments.

 6. The Staff notes the Company’s response to prior comment 35 of the Prior Letter. Please
revise your response to clearly undertake that the Company will file, in a post-effective amendment with each takedown from this
shelf registration statement, an unqualified legality opinion and related consent of counsel, that will be consistent with the
views set forth in Staff Legal Bulletin No. 19 (CF).

The Company undertakes
to file, as an exhibit to a post-effective amendment with each takedown from the Registration Statement, an unqualified legality
opinion and related consent of counsel that will be consistent with the views set forth in Staff Legal Bulletin No. 19 (CF).

 7. The Staff notes that the members of TICC Management, LLC (the “Adviser”),
the investment adviser to the Company, have entered into a purchase agreement with an affiliate of Benefit Street Partners L.L.C.
(“BSP”), pursuant to which BSP will acquire control of the Adviser (the “Transaction”). Please
revise the disclosure throughout the Prospectus to reflect the Transaction.

The Company notes to
the Staff that the Transaction did not close and is not being pursued.

 8. Please revise the Fees and Expenses table to show any fees (including collateral management
fees and loan servicing fees) paid by the Company relating to any of the Company’s consolidated collateralized loan obligation
(“CLO”) vehicles as a separate line item above the Total Annual Expenses. In addition, to the extent there is
a contractual waiver relating to these fees in place, please file such waiver as an exhibit to the Registration Statement (or incorporate
it by reference) and please show this fee waiver amount for the period such fees are waived as a separate line item to the Fees
and Expenses table under the Total Annual Expenses line item, followed by a line item showing the Net Annual Expenses. Further,
please add footnotes to the Fees and Expenses table to explain how the fees relating to the CLO were calculated and to disclose
the period for which any fees were waived, if any.

Dominic Minore, Esq.

November 15, 2016

Page 5

The Company advises
the Staff on a supplemental basis that it does not pay any collateral management fees or loan servicing fees related to any of
the Company’s consolidated collateralized loan obligation vehicles and that there is no contractual fee waiver in place relating
to any such fees. As a result, the Company does not believe it is necessary to include any additional line items (or any related
footnotes) below the Total Annual Expenses line in the Fees and Expenses table of the Prospectus.

 9. Please revise the term “current run-rate” that appears in footnote 5 to the Fees
and Expenses table to be in plain English.

The Company has deleted
the above-referenced disclosure. See page 14 of the Prospectus.

 10. Please confirm to the Staff that the Company offered managerial assistance to any of the portfolio
companies that are held by the Company’s consolidated CLO.

The Company confirms
to the Staff that the Company offered managerial assistance to all of the portfolio companies that are held by the Company’s
consolidated CLO.

*       *       *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176, Harry Pangas at (202) 383-0805
or Vlad Bulkin at (202) 383-0815.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc: 	         Jonathan H. Cohen / TICC Capital Corp.

Harry Pangas, Esq. / Sutherland Asbill &
Brennan LLP

Vlad Bulkin, Esq. / Sutherland Asbill &
Brennan LLP

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[Letterhead of Sutherland Asbill & Brennan
LLP]

    July 12, 2016

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Disclosure Matters Relating to the Revised Definitive Proxy Statement

    Filed by TPG Specialty Lending, Inc. with the SEC on July 11, 2016

Dear Mr. Minore,

We write to bring to your attention misstatement
and disclosure deficiencies in the revised definitive proxy statement filed by TPG Specialty Lending, Inc. (“TSLX”)
with the Securities and Exchange Commission (the “Commission”) on July 11, 2016 with respect to the
upcoming annual meeting of stockholders (the “Annual Meeting”) of our client, TICC Capital Corp. (“TICC”
or the “Company”). We respectfully request that the Commission staff require TSLX to address these misstatements
and deficiencies prior to it being allowed to distribute its additional revised definitive proxy materials to TICC’s stockholders.

1.           We
note the following statements in the revised definitive proxy statement:

 · “TSLX expects to mail this Proxy Statement and the accompanying GOLD proxy card to Stockholders promptly after
TICC sets the date of the 2016 Annual Meeting and the record date for determining Stockholders entitled to notice of and to vote
at the 2016 Annual Meeting . . . .”

 · “Proxies returned by Stockholders who fail to continue to hold shares as of the Record Date will not be counted.”

 · “Once TICC publicly discloses such date, TSLX will supplement this Proxy Statement and accompanying GOLD proxy card to
include such information and file revised definitive proxy materials with the SEC.”

Please file a further revised definitive
proxy statement (the “Further Revised Proxy Statement”) with the SEC which includes the date of the 2016
Annual Meeting and the related record date and mail such complete revised proxy statement to TICC’s stockholders (and not
the revised definitive proxy statement filed by TSLX with the SEC on July 11, 2016 and a supplement thereto). Please clarify in
the Further Revised Proxy Statement that you will not provide a separate supplement to include the missing information.

Also, please disclose in the Further Revised
Proxy Statement that TSLX previously mailed a definitive proxy statement (the “Initial Proxy Statement”)
to TICC’s stockholders as of a hypothetical record date in June 2016 for the 2016 Annual Meeting even though the record date
for the 2016 Annual Meeting is July 8, 2016 and whether TSLX intends to use any proxy cards returned by TICC’s stockholders
solicited pursuant to the Initial Proxy Statement and that proxy cards solicited pursuant to a proxy statement that did not contain
the information required by Schedule 14A may be subject to legal challenge and/or may not be counted in the votes cast at the 2016
Annual Meeting. If TSLX intends to use such early returned proxy cards, please disclose in the Further Revised Proxy Statement
that stockholders who previously returned proxy cards to TSLX should consider completing and returning the proxy card attached
to the Further Revised Proxy Statement because the Initial Proxy Statement did not include a proposal to be considered by TICC’s
stockholders at the 2016 Annual Meeting and other important information that shareholders may deem relevant when casting their
vote.

2.           We
note the statement that TSL Advisers, LLC is a “registered investment adviser with the SEC under the 1940 Act.” Please
revise the reference to the “1940 Act,” which refers to the Investment Company Act of 1940, to the “Investment
Advisers Act of 1940.”

3.           We
note the following statement on page 2 of the revised proxy statement:

“We are not seeking control of the Board at
the 2016 Annual Meeting. If elected, the Nominee will constitute a minority of the directors and will not alone be able to adopt
resolutions or otherwise cause the Board to act.”

The above-referenced statement appears to imply
that the Nominee, if elected to TICC’s board of directors, will represent the interests of TSLX and not those of
TICC’s stockholders in general. Please include in the Further Revised Proxy Statement a brief summary of the
interactions between the Nominee on the one hand and TSLX and its investment adviser on the other hand relating to the
Nominee’s nomination by TSLX to TICC’s board of directors as well as a statement as to whether any agreement or
other arrangement (formal or informal) has been reached between them if the Nominee is elected to TICC’s board of
directors.

4.           We
refer to paragraph entitled “What is a broker non-vote?” Based on prior precedent and language included in
TICC’s definitive proxy statement, it appears that the rules governing brokers’ discretionary authority will not
permit them to exercise discretionary authority regarding any proposal to be voted on at the 2016 Annual Meeting,
including the Accountant Ratification Proposal, given the contested nature of the 2016 Annual Meeting. See, e.g.,
the definitive proxy statements filed by Fifth Street Senior Floating Rate Corp. and E. I. du Pont de Nemours with the SEC on
March 3, 2016 and March 23, 2015, respectively, in connection with their contested stockholder meetings. As a result, please
revise the Further Revised Proxy Statement accordingly.

5.           In
addition, we note contradictory statements regarding whether the Company’s proposal to amend its bylaws to implement majority
voting in uncontested elections is considered a routine or non-routine matter. See the second sentence under the heading
entitled “What is a broker non-vote?” on page 4 of the proxy statement and the statement on page 5 of the proxy statement
that “[b]rokers are entitled to vote on the Bylaws Amendment Proposal even if no instructions are received from the beneficial
holder of shares of Common Stock.”

6.           We
refer to the footnote on page 8 of TSLX’s revised proxy statement that “[o]n March
31, 2016, TSLX also acquired 59 shares of Common Stock through TICC’s dividend reinvestment plan.” Please supplementally
advise us how such acquisition was made in a manner consistent with the limitations set forth in Section 12(d)(1)(A)(i) of the
Investment Company Act of 1940 given that TSLX was a 3% stockholder of TICC prior thereto.

7.           We
refer to the penultimate sentence in the sixth paragraph under the heading “Background of the Solicitation” on page
8 of TSLX’s revised proxy statement. Please disclose the discount or premium to TICC’s then most recently determined
NAV represented by TSLX’s $7.50 per share purchase offer. We note that TSLX has included similar disclosure on page 9 of
the proxy statement with respect to its revised November 2, 2015 offer.

8.           We
note the statement on page 9 of the proxy statement that “TICC was only able to garner the support of approximately 34.5%
of all outstanding TICC shares for the BSP proposal.” Please augment such disclosure to include the percentage of shares
present at the Special Meeting that voted “for” the BSP proposal. We also refer to the statement on page 16 of the
proxy statement regarding the “resounding defeat TICC experienced when Stockholders refused to approve the conflicted transaction
at the Special Meeting in late December.” In light of the fact that a majority of votes present at the Special Meeting voted
in favor of the BSP transaction, please delete the word “resounding” in the above-referenced sentence and add “by
the requisite approval required under the 1940 Act” after “late December”.

9.           We
refer to the statement on page 11 of the proxy statement that the current proxy contest is “not [TSLX’s] preferred
course of action, but the Board’s failure to take meaningful action leaves [TSLX] no choice.” Please disclose TSLX’s
preferred course of action, including the material terms thereof.

10.         We
note various references in the proxy statement to “bespoke, directly originated transactions.” Given that the meaning
of the word “bespoke” may not be understood by the average investor, please replace such term with a plain English
version thereof. In order to allow TICC’s stockholders to gain a better understanding of the differences in fee structures
for BDCs that have a greater focus on directly originated transactions (presumably TSLX based on disclosure in the TSLX proxy statement)
versus syndicated loans (presumably TICC based on assertions made by TSLX in the proxy statement), please separately state the
number of loans in TSLX’s portfolio in which TSLX is the sole participant (i.e., directly originated loans) and the number
of loans in which there are multiple lenders (i.e., syndicated loans). In addition, disclose the investment advisory fees paid
by TSLX to its external investment adviser.

11.           We
note that page 16 of the proxy statement states that “Three independent proxy advisory firms recommended that Stockholders
vote against the transaction” but that one such firm changed its recommendation. Please revise the first quoted sentence
to state that two proxy advisory firms recommended against the transaction and one recommended in favor of the transaction.

12.           We
note various references to TICC’s failure to schedule its 2016 Annual Meeting, including a paragraph dedicated thereto on
page 18 of the proxy statement. In light of the fact that TICC has scheduled its 2016 Annual Meeting, please consider deleting
such references and paragraph from TSLX’s proxy statement.

13.           We
refer to the paragraph entitled “Arrangements between TSLX and the Nominee” on page 23 of the proxy statement. Please
discuss all business affiliations and relationships between Mr. Millet and companies’ run by him on the one hand and
TSLX and/or TPG on the other hand, including whether companies run by Mr. Millet currently have or have in the past received financing
from either TSLX and/or TPG. If there are no such other affiliations or relationships, please state so therein.

14.           We
note the statement on page 28 of the proxy statement “our existing investment adviser, TSL Advisers, LLC, may offer its services
as a new adviser to the Company” in the event that “TSLX’s proposal to terminate the Investment Advisory Agreement
is approved.” Given the significant expense incurred by TSLX and its stockholders in connection with its proposal to terminate
the Investment Advisory Agreement, please provide us with an analysis as to why the joint transaction prohibitions contained in
Section 57(d) of the Investment Company Act of 1940 are not implicated by TSL Advisers, LLC’s offer to serve as a new adviser
to TICC. In addition, please advise us as to whether TSL Advisers, LLC would reimburse TSLX for the expenses it incurred in connection
with its proxy solicitation to terminate the Investment Advisory Agreement in the event that TSL Advisers, LLC becomes TICC’s
investment adviser.

***

If you have any questions
concerning the foregoing, please contact the undersigned at (202) 383-0805 or Vlad M. Bulkin at (202) 383-0815.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

 cc: Nicholas P. Panos, Senior Special Counsel, Division of Corporation Finance, Office of Mergers and Acquisitions

  Steve Novak, Chairman of the Board of Directors, TICC Capital Corp.

  Jonathan Cohen, Chief Executive Officer, TICC Capital Corp.

  Vlad M. Bulkin, Sutherland Asbill & Brennan LLP

  David E. Shapiro, Wachtell, Lipton, Rosen & Katz

  Eitan S. Hoenig, Wachtell, Lipton, Rosen & Katz

CORRESP
1
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[Letterhead of Sutherland Asbill & Brennan
LLP]

July 12, 2016

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TICC Capital Corp.

Revised Preliminary Proxy Materials on Schedule 14A
filed on July 8, 2016 – File No. 814-00638

Dear Mr. Minore:

On behalf of TICC 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
(the “Commission”) to the Company with respect to the Company’s revised preliminary proxy materials
on Schedule 14A (File No. 814-00638), filed with the Commission on July 8, 2016 (the “Proxy Materials”).
The Staff’s comments are set forth below and are followed by the Company’s responses. Where revisions to the Proxy
Materials are indicated in the Company’s responses set forth below, such revisions will be included in the Company’s
definitive Proxy Materials on Schedule 14A.

 1. Comment: We refer to the disclosure under the “Discretionary Voting”
section on page 3 of the proxy statement, which indicates that because the Annual Meeting is the subject of a contested solicitation
brokers do not have discretion to vote on matters that would typically be considered “routine” matters. Please confirm
that this is correct with respect to each proposal on the Company’s proxy statement or revise accordingly.

Response:
The Company confirms that the above-referenced statement is correct and has revised the disclosure in the definitive Proxy Materials
to clarify the same. See page 3 of the definitive proxy statement.

 2. Comment: We refer to the disclosure on pages 4 and 5 of the proxy statement
regarding the effect of abstentions and broker non-votes on each proposal to be considered at the Annual Meeting. Please confirm
that this disclosure is correct with respect to each proposal or revise accordingly.

Dominic Minore, Esq.

July 12, 2016

Page 2

Response:
The Company has revised the disclosure in response to the Staff’s comment. See pages 4, 5, 11 and 35 of the definitive
proxy statement.

 3. Comment: We refer to the disclosure on page 8 of the proxy statement that
indicates that “a vote on TSLX’s proxy card may be subject to challenge.” Please disclose the basis for such
a challenge or delete this statement.

Response:
The Company has revised the disclosure in response to the Staff’s comment. See page 8 of the definitive proxy statement.

 4. Comment: We refer to the disclosure under Proposal I that indicates that
the “Board believes that the TSLX . . . nominee[] will support Proposal 4 to terminate the Investment Advisory Agreement
with TICC Management…”. Please explain how the Board has come to this conclusion and revise the disclosure accordingly.

Response:
The Company advises the Staff that on April 22, 2016, at the invitation of Mr. Novak, Chairman of the Board, Mr. T. Kelley Millet,
TSLX’s nominee to the Board, met with the Company’s independent directors to discuss the Company, its prospects and
strategy, and to ask questions of those present about their views of the Company’s prospects, strategy and strategic alternatives.
During that meeting, Mr. Millet indicated that he would support the termination of the Investment Advisory Agreement with TICC
Management if he were elected to the Company’s Board. The Company has revised the disclosure to clarify this point. See
pages 11 and 21 of the definitive proxy statement.

 5. Comment: We refer to the penultimate sentence in the third paragraph on
page 25 of the proxy statement. Please change the reference to the words “votes present and voting” to the words “votes
cast.”

Response:
The Company has revised the disclosure accordingly. See page 25 of the definitive proxy statement.

 6. Comment: We refer to the statement included on page 31 of the proxy statement
relating to gross IRR earned on the Company’s exited CLO investments. Please accompany this statement with the net IRR earned
on the Company’s exited CLO investments or delete this disclosure.

Response:
The Company has deleted the gross IRR figure referenced in the Staff’s comment from the proxy statement. See page
31 of the definitive proxy statement.

Dominic Minore, Esq.

July 12, 2016

Page 3

 7. Comment: We refer to the statement on page 34 of the proxy statement that
“TSLX has not identified a new and qualified investment manager, nor has it identified a proposed process for internalizing
the Company.” We also note disclosure contained in TSLX’s definitive proxy statement that “our existing investment
adviser, TSL Advisers, LLC, may offer its services as a new adviser to the Company” . . . [i]f TSLX’s proposal to terminate
the Investment Advisory Agreement is approved.” As a result, please reconcile these two contradictory statements or delete
the above-referenced disclosure from the Company’s proxy statement.

Response:
The Company has deleted the above-referenced statement from its definitive proxy statement. See page 34 of the definitive
proxy statement.

 8. Comment: Please supplementally advise the Staff how the Company is in compliance
with Exchange Act Rule 14a-13(a)(3).

Response:
The Company supplementally advises the Staff that it had originally intended to set a record date of July 15, 2016 for the 2016
annual meeting of the Company’s stockholders (the “Meeting”) and therefore conducted the inquiry
required by Rule 14a-13(a)(1) on June 16, 2016, 20 business days prior to such date, as required by Rule 14a-13(a)(3). But on June
20, 2016, TPG Specialty Lending, Inc. (“TSLX”) distributed its definitive proxy statement and proxy card
to the Company’s stockholders and began soliciting votes from the Company’s stockholders. During the weeks of June
20 and June 27, 2016, the Company engaged in discussions with the Staff regarding TSLX’s solicitations of proxies prior to
the record date for the Meeting. As indicated in these discussions with the Staff, the Company believes that the solicitation of
proxies from the Company’s stockholders prior to the record date is a highly unusual and unprecedented practice that creates
a significant risk of stockholder confusion and does not currently intend to solicit proxies prior to such date. During this time
period, the Company also received queries from stockholders expressing confusion as to why they had received TSLX’s definitive
proxy card before the Meeting date and other Meeting information had been announced by the Company.

During the week of
July 5, 2016, the Company determined that given TSLX’s ongoing solicitation of proxies and the continued risk of stockholder
confusion, it was important to set an earlier record date for the Meeting and begin soliciting proxies from the Company’s
stockholders. The alternatives were to either solicit proxies from Company stockholders prior to the record date for the Meeting
(as TSLX is doing) or to wait until the last week of July to be able to actually solicit votes from most of its stockholders—over
a month after TSLX began soliciting votes from the Company’s stockholders.1

1
The Company has been informed by its proxy solicitors that it will take up to three business days after the record
date to commence mailing definitive proxy materials to beneficial owners through Broadridge Financial Services, Inc. (“Broadridge”)
and up to a week afterwards to complete the mailing. If the record date were set as July 15, 2016, then many stockholders would
not receive the Company’s proxy card until July 25 to 27, 2016.

Dominic Minore, Esq.

July 12, 2016

Page 4

We understand that
the Company’s proxy solicitor caused broker search cards to be distributed on July 6, 2016, the earliest practicable date
after the Company made this determination, for a record date of July 8, 2016. Rule 14a-13(a)(3)(i) permits a registrant to make
the inquiry required by Rule 14a-13(a)(1) less than 20 business days before the record date of a special meeting of stockholders
if “such inquiry is impracticable 20 business days prior to the record date.” The Company respectfully submits that
because of TSLX’s unprecedented solicitation of the Company’s stockholders prior to the record date for the Meeting,
the same considerations regarding practicability should apply to the Company’s upcoming Meeting of stockholders even though
it is not a special meeting, and the Staff should deem the Company to have complied with Rule 14a-13. Unlike a typical annual
meeting where the record date can be selected and the broker search can be commenced well ahead of time, the Company’s planning
was affected by unexpected events—namely, TSLX’s solicitation of proxies from Company stockholders prior to the announcement
of the record date for the Meeting. As noted above, requiring 20 business days to elapse between the commencement of a broker
search and the record date would require the Company to either solicit votes from its shareholders before the record date—which
the Company believes risks stockholder confusion—or to delay the solicitation of proxies from its stockholders.

We note that the
Company’s proxy solicitor has advised that based on its prior experience in obtaining the beneficial owner
information required by Rule 14a-13, Broadridge and the other intermediaries to whom banks and brokers have outsourced the
task of responding to Rule 14a-13 inquiries will be able to create final lists of the beneficial owners of the
Company’s common stock as of July 8, 2016 within 3 business days of such date, and that Broadridge and such other
intermediaries will only mail the Company’s definitive proxy statement and proxy card to beneficial holders of Company
stock after these final lists have been created. In light of the inquiry conducted on June 16, 2016 in compliance with Rule
14a-13(a)(3), which was 16 business days prior to the July 8, 2016 record date, and the other factors set forth above, the
Company believes that the distribution of broker search cards on July 6, 2016 was sufficient to satisfy the requirements of
Rule 14a-13(a)(3). Moreover, the Company will not distribute its proxy statement to stockholders until Broadridge assures the
Company that the broker search conducted on its behalf has produced a complete data set of stockholders, banks and brokers,
and accordingly the Company believes that any technical failure to comply with Rule 14a-13(a)(3) will not result in any
failure to satisfy the other communication requirements of Rule 14a-13.

 9. Comment: Please provide the required Tandy representations to the Staff.

Response:
Pursuant to the Staff’s request, in connection with the Staff’s review of the Company’s revised preliminary Proxy
Materials on Schedule 14A (File No. 814-00638) filed on July 8, 2016, the Company hereby acknowledges that:

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

 · should the Commission or the Staff clear comments on the filing, it does not foreclose the Commission
from taking any action with respect to the filing;

Dominic Minore, Esq.

July 12, 2016

Page 5

 · the action of the Commission or the Staff in advising the Company that it has cleared comments
on the filing does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

 · the Company may not assert this action as 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 additional comments concerning the foregoing, please contact the undersigned at Harry S. Pangas at (202) 383-0805 or Vlad M.
Bulkin at (202) 383-0815.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

 cc: Nicholas P. Panos, Senior Special Counsel, Division of Corporation Finance,

  Office of Mergers and Acquisitions

  Steve Novak, Chairman of the Board of Directors, TICC Capital Corp.

  Jonathan Cohen, Chief Executive Officer, TICC Capital Corp.

  Vlad M. Bulkin, Sutherland Asbill & Brennan LLP

  David E. Shapiro, Wachtell, Lipton, Rosen & Katz

  Eitan S. Hoenig, Wachtell, Lipton, Rosen & Katz

CORRESP
1
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[Letterhead of Sutherland Asbill & Brennan
LLP]

July 8, 2016

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TICC Capital Corp.

    Preliminary Proxy Materials on Schedule 14A filed June 28, 2016

    File No. 814-00638

Dear Mr. Minore:

On behalf of TICC 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
(the “Commission”) to the Company with respect to the Company’s preliminary proxy materials on
Schedule 14A (File No. 814-00638), filed with the Commission on June 28, 2016 (the “Proxy Materials”).
The Staff’s comments are set forth below and are followed by the Company’s responses. Where revisions to the Proxy
Materials are indicated in the Company’s responses set forth below, such revisions have been included in the Company’s
revised preliminary Proxy Materials on Schedule 14A, filed concurrently herewith.

Proposal I: Election of Directors

 1. Comment:        Please confirm that
all the information required to be disclosed pursuant to Item 22(b)(11) of Schedule 14A has been disclosed in the “Proposal
I: Election of Directors” section of the proxy statement.

  Response:        The Company confirms to the Staff on a supplemental basis that all the information required to be disclosed by the Company pursuant to Item 22(b)(11) of Schedule 14A has been disclosed in the “Proposal I: Election of Directors” section of the proxy statement.

Dominic Minore, Esq.

July 8, 2016

Page 2

Proposal II – Proposal to Amend TICC’s Bylaws
to Implement a Majority Vote Standard for the Election of Directors in Uncontested Elections

 2. Comment: We refer to the first sentence of the first paragraph under the
majority vote standard proposal. Please delete the words “allow for” and replace them with the word “require”
in such sentence.

Response:
The Company has revised the disclosure in the proxy statement accordingly. See page 25 of the revised proxy statement.

 3. Comment: Please disclose, if true, that the proposal to amendment the Company’s
bylaws to implement a majority voting standard for the election of directors could effectively transfer the voting power that stockholders
currently enjoy from the Company’s stockholders to the Company’s board of directors with respect to the election of
the Company’s directors.

Response:
The Company does not believe that the proposal will result in the transfer of power from the Company’s shareholders to the
Company’s board of directors with respect to the election of the Company’s directors. Since 2005, the implementation
of majority voting for election of directors at U.S. public companies has been one of the most widespread corporate governance
initiatives spearheaded by institutional investors and shareholder activists (i.e., they have demanded that companies abandon
director election by plurality voting in favor of a majority voting regime). Institutional investors and other shareholder groups
have been very effective in their efforts to persuade U.S. public companies to adopt a majority vote standard for the election
of directors. In this regard, approximately 90% of S&P 500 companies and approximately 46% of Russell 3000 companies have a
majority voting standard for director elections and/or a policy requiring resignation if a director fails to get majority support.

Under plurality voting,
the current standard for the election of the Company’s directors, the candidate receiving the most votes wins, regardless
of whether those votes constitute a majority of the votes cast.  As a result, in an uncontested election, a candidate could
be elected with as little as a single affirmative vote.  By contrast, under the majority voting standard proposed in the amendment
to the Company’s bylaws, a candidate who does not receive a majority of votes cast in an uncontested election is not elected
and must tender his or her resignation to the Company’s board, which will decide how to act on the resignation.1
The following table compares various voting scenarios for the Company’s current plurality standard and proposed new majority
voting standard in uncontested elections:

1 The proposal includes this
director resignation procedure because, under state law, a director who fails to receive a majority of votes cast is permitted
to continue to serve on the board as a “holdover” director until such director’s successor is elected and qualified
or until such director’s earlier resignation or removal. See, e.g., Chair Mary Jo White, Building Meaningful
Communication and Engagement with Shareholders (June 25, 2015), Address Before Society of Corporate Secretaries and Governance
Professionals 69th National Conference, available at https://www.sec.gov/news/speech/building-meaningful-communication-and-engagement-with-shareholde.html
(describing the “holdover” rule).

Dominic Minore, Esq.

July 8, 2016

Page 3

    Voting Scenario (Uncontested
 Election)
    Outcome Under Plurality
 Standard
    Outcome Under Majority
 Standard

    80% of votes cast FOR director
    Director is elected
    Director is elected

    50% of votes cast FOR director
    Director is elected
    Director is not elected and tenders his/her resignation to the Board

    10% of votes cast FOR director
    Director is elected
    Director is not elected and tenders his/her resignation to the Board

As shown in the table
above, under the plurality voting standard, a director candidate in an uncontested election will be elected to the board regardless
of how many shareholders vote for him or her, but under the majority voting standard, a director candidate will be required to
submit his or her resignation if shareholders cast 50% or more of their votes against the candidate. The Company believes that
the effect of the proposal is therefore to transfer power from the Company’s board to the Company’s shareholders. In
light of the foregoing, the Company has not revised the disclosure.

 4. Comment: Please advise the Staff whether the majority voting standard has
the potential to act as a form of an anti-takeover defense.

Response:
Given that the proposal to amend the Company’s bylaws to implement a majority vote standard would only apply in uncontested
elections (i.e., an election where the
only nominees are those recommended by the Company’s board of directors), it would not serve as a defense against an unsolicited
takeover approach or an attempt by a third party to have its directors elected to the board in a contested election.

 5. Comment: Please disclose the number of times since the Company’s
inception that director nominees did not receive a majority of the votes cast in connection with their election to the Company’s
board of directors.

Response:
The Company advises the Staff that since the Company’s initial public offering its director nominees have always received
at least a majority of the votes cast in connection with their election to the Company’s board of directors and the Company
has revised the disclosure in the proxy statement accordingly. See page 25 of the revised proxy statement.

 6. Comment: We refer to the last sentence in the third paragraph under the
majority vote standard proposal. Please disclose the factors that the Company’s board of directors will consider in connection
with determining to “fill the resulting vacancy or reduce the size of the Board of Directors” in connection with a
“failed election.”

Response:
The Company has revised the disclosure in the proxy statement accordingly. See page 25-26 of the revised proxy statement.

Dominic Minore, Esq.

July 8, 2016

Page 4

 7. Comment: We refer to the first sentence of the fourth paragraph under the
majority vote standard proposal. Please advise the Staff why the Company’s board of directors believes that it “is
appropriate at this time” to implement the majority vote standard.

Response:
The Company’s board of directors determined that it is appropriate for the Company to implement the majority vote standard
at this time in light of the continuing corporate governance trend at U.S. public companies to adopt a majority voting standard
for the election of directors (either as a best practice or at the behest of activist shareholders) as well as reinforce the board
of directors’ accountability to the Company’s shareholders. The Company has revised the disclosure in the proxy statement
to clarify the same. See page 26 of the revised proxy statement.

 8. Comment: We refer to the text of the proposed majority voting standard
bylaw amendment set forth in Annex B to the proxy statement. Please ensure that the disclosure contained under the majority
vote proposal in the proxy statement adequately describes all of the material provisions of the proposed bylaw amendment in plain
English.

Response:
The Company has revised the disclosure in the proxy statement accordingly. See page 25-26 of the revised proxy statement.

Proposal IV: Binding Proposal Put
Forth By TSLX To Terminate The Investment Advisory Agreement With TICC Management, LLC

 9. Comment: Please revise the disclosure under Proposal IV to disclose the
internal rate of return after expenses in addition to the current disclosure regarding the internal rate of return in the Proxy
Materials.

Response:
The Company has revised the disclosure under Proposal IV to remove any discussion regarding the Company’s internal rate of
return in response to the Staff’s comment.

General

 10. Comment: Please provide the required Tandy representations to the Staff.

Response:
Pursuant to the Staff’s request, in connection with the Staff’s review of the Company’s preliminary Proxy Materials
on Schedule 14A (File No. 814-00638) filed on June 28, 2016, the Company hereby acknowledges that:

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

Dominic Minore, Esq.

July 8, 2016

Page 5

 · should the Commission or the Staff clear comments on the filing, it does not foreclose the Commission
from taking any action with respect to the filing;

 · the action of the Commission or the Staff in advising the Company that it has cleared comments
on the filing does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

 · the Company may not assert this action as 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 additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or Harry S. Pangas at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

    cc:
    Nicholas P. Panos, Senior Special Counsel, Division of Corporation Finance,

    Office of Mergers and Acquisitions

    Steve Novak, Chairman of the Board of Directors, TICC Capital Corp.

    Jonathan Cohen, Chief Executive Officer, TICC Capital Corp.

    Harry S. Pangas, Sutherland Asbill & Brennan LLP

    Vlad M. Bulkin, Sutherland Asbill & Brennan LLP

    David E. Shapiro, Wachtell, Lipton, Rosen & Katz

    Eitan S. Hoenig, Wachtell, Lipton, Rosen & Katz

CORRESP
1
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    SUTHERLAND
        ASBILL & BRENNAN LLP

        700 Sixth
        Street, NW, Suite 700

        Washington, DC 20001 -3980

        202.383.0100 Fax 202.637.3593

        www.sutherland.com

June 29, 2016

VIA EMAIL

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dominic Minore, Esq.

 Re: Serious Deficiencies in the Definitive Proxy Materials
filed by

TPG Specialty Lending, Inc. with respect to the Annual Meeting of

Stockholders of TICC Capital Corp.

Dear Mr. Minore:

We write to bring to
your attention serious deficiencies in the definitive proxy statement and proxy card filed by TPG Specialty Lending, Inc. (“TSLX”)
with the Securities and Exchange Commission (the “Commission”) with respect to the upcoming annual meeting of
stockholders (the “Annual Meeting”) of our client, TICC Capital Corp. (“TICC” or the “Company”).
TSLX filed its definitive proxy materials prior to the announcement of the record date for the Annual Meeting, and our understanding
is that TSLX has already mailed its proxy materials to TICC stockholders. This is a highly unusual and unprecedented practice that,
in our view, creates a significant risk of stockholder confusion. We have identified serious deficiencies in TSLX’s proxy
materials and solicitation of proxies that violate the federal securities laws, including Rule 14a-3, Rule 14a-4 and Rule 14a-9.
If not corrected, these deficiencies are likely to mislead and confuse TICC’s stockholders and put at risk the accuracy and
reliability of the voting at the Annual Meeting.

TSLX Is Soliciting Votes Without
Complying with Rule 14a-3(a)

Rule 14a-3(a) under
the Securities Exchange Act of 1934 (the “Exchange Act”) states that “[n]o solicitation subject to this
regulation shall be made unless each person solicited is concurrently furnished or has previously been furnished with . . .
[a] “publicly-filed preliminary or definitive proxy statement . . . containing the information specified in Schedule
14A.”1 TSLX has distributed proxy cards and
is currently soliciting votes from TICC stockholders, but the definitive proxy statement it has furnished to those stockholders
does not “contain[] the information specified in Schedule 14A.” For example, the TSLX proxy statement is missing the:

 · Date, time, and place of the meeting of security holders (Item 1 of Schedule 14A);

1
17 C.F.R. 240.14a-3(a)(1), (3). We note that TSLX’s request that TICC stockholders
sign and mail TSLX’s proxy card is not permitted under Rule 14a-12. Rule 14a-12(a)(2) requires a “definitive proxy
statement meeting the requirements of Exchange Act Rule 14a-3(a) is sent or given to security holders solicited in reliance on
this Rule 14a-12 before or at the same time as the forms of proxy . . . are furnished to or requested from security
holders.” Because the TSLX proxy statement does not comply with Rule 14a-3(a), it cannot serve as the “definitive
proxy statement” required by Rule 14a-12.

Division of Investment Management

Dominic Minore, Esq.

June 29, 2016

Page 2

 · Deadline for submitting shareholder proposals for inclusion in TICC’s proxy statement and
form of proxy for the 2017 annual meeting, calculated in the manner provided by Rule 14a-8, and for which notice of a proposal
submitted outside of Rule 14a-8 is considered untimely (Item 1(c) of Schedule 14A);

 · Number of shares outstanding and the number of votes to which each class is entitled (Item 6(a)
of Schedule 14A); and

 · Record date with respect to the solicitation (Item 6(b) of Schedule 14A).

As a result of these omissions, TSLX’s
proxy statement is incomplete. The furnishing of this incomplete proxy statement does not satisfy TSLX’s obligation under
Rule 14a-3 to provide TICC stockholders with a proxy statement “containing the information specified in Schedule 14A.”

We understand that
TSLX has already mailed its proxy materials and proxy card to TICC stockholders, including through a mailing by Broadridge Financial
Services, Inc. (“Broadridge”) to beneficial holders, and despite the fact that our client contacted Broadridge
to notify them that the proxy materials were deficient. Broadridge has informed us that it will stop mailing if it is informed
by the Staff that TSLX’s materials do not comply with applicable law. We therefore respectfully request that you notify TSLX,
with a copy to Broadridge2 and to our client, that
TSLX is soliciting votes without complying with Rule 14a-3, and that in order to comply with Regulation 14A, TSLX must provide
each TICC stockholder to be solicited with a definitive proxy statement that includes the missing Schedule 14A items (a “Complete
Schedule 14A”) prior to or concurrently with furnishing a revised proxy card and requesting that TICC stockholders sign
and mail the proxy card or otherwise vote as requested by TSLX. Because these proxy materials have already been distributed to
TICC stockholders in violation of Rule 14a-3, TSLX should also be required to mail a notice to all TICC stockholders informing
them that: (1) the definitive proxy statement did not comply with Rule 14a-3, (2) until TSLX distributes a proxy statement complying
with Rule 14a-3, it is not currently soliciting votes from such stockholder, (3) votes submitted on the TSLX proxy card are subject
to challenge because they were not solicited in compliance with Rule 14a-3, and (4) TSLX will mail an updated proxy statement and
proxy card when it is, in fact, soliciting votes.

We also request that
TSLX be required to print and mail to all TICC stockholders the Complete Schedule 14A, when ready, instead of mailing a supplement.
We note that the Staff has taken the position that “reliance upon Rule 14a-5(c) before the company distributes the information
to security holders would be inappropriate.”3
and, therefore, if a party other than the registrant disseminates its proxy statement before distribution of the registrant’s
proxy statement, the soliciting person must “provide the omitted information to security holders in [its] own proxy statement.”4

TSLX’s Proxy Materials Ask
Stockholders to Vote “TODAY” Even Though their Vote Will not be Counted Unless they are Stockholders as of the Record
Date

2
The contact information for Broadridge is as follows: Mr. Charles Pasfield, Vice President,
Broadridge Financial Solutions, Inc., 1155 Long Island Avenue, Edgewood, NY 11717 or Charles.Pasfield@broadridge.com.

3
See, e.g., Staff Comment Letter to Elliott Associates, L.P. with respect
to Iron Mountain Incorporated (Mar. 30, 2011) at Q5, available at https://www.sec.gov/Archives/edgar/data/1020569/000000000011019443/filename1.pdf.

4
Id.

Division of Investment Management

Dominic Minore, Esq.

June 29, 2016

Page 3

TSLX’s definitive
proxy statement and proxy card filed on June 20, 2016 states in multiple locations that TICC stockholders should submit the TSLX
proxy card “TODAY.”5 But as TSLX acknowledges
in its own proxy statement, “TICC has not yet publicly disclosed the record date for determining Stockholders entitled to
notice of and to vote at the 2016 Annual Meeting.”6
A stockholder who follows TSLX’s instructions and votes “TODAY” has no guarantee that his or her vote will be
counted unless that stockholder continues to hold TICC stock until the record date. This is a critically important fact, and TSLX’s
omission of it from its proxy statement and proxy card is misleading and violates Rule 14a-9.

We therefore request
that TSLX be required to include a cautionary disclaimer, in each instance where it asks TICC stockholders to vote or submit the
TSLX proxy card, that “TICC has not yet announced the Record Date. Even if you submit the GOLD proxy card today, your vote
will not be counted unless you continue to hold shares of TICC common stock through the Record Date.” This disclaimer should
be included: (1) on page 3 of TSLX’s definitive proxy statement, in all capital letters, before the sentence reading “YOUR
VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES OF COMMON STOCK YOU OWN”; (2) on page 7 of TSLX’s definitive proxy statement,
in all capital letters, after the sentence beginning with “TSLX URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED GOLD
PROXY CARD TODAY”; (3) on page 33 of TSLX’s definitive proxy statement, in all capital letters, after the sentence
beginning with “TSLX URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY”; and (4) on TSLX’s
proxy card, in bold font, after the sentence beginning with “If properly executed, this Proxy will be voted as directed on
the reverse.”

TSLX’s Proxy Materials Omit
a Proposal to be Voted on at the Annual Meeting

TICC’s preliminary
proxy statement filed on June 28, 2016 (the “TICC Proxy”) lists five proposals: (1) election of directors; (2)
an amendment to TICC’s bylaws to allow for majority voting in uncontested director elections (the “Bylaw Amendment
Proposal”); (3) ratification of TICC’s auditor; (4) a proposal introduced by TSLX; and (5) a proposal to adjourn
the Annual Meeting in certain circumstances. TSLX’s proxy statement and proxy card do not include the Bylaw Amendment Proposal.
As a result, a stockholder who fills out and submits TSLX’s proxy card but does not submit TICC’s proxy card will forfeit
the opportunity to choose how to vote on the Bylaw Amendment Proposal. TSLX’s omission of the fact that stockholders voting
using the TSLX proxy card will lose the right to vote on the Bylaw Amendment Proposal is misleading and violates Rule 14a-9.

TLSX should therefore
be required to state in its proxy materials and on its proxy card that “THE GOLD PROXY CARD DOES NOT INCLUDE ALL PROPOSALS
TO BE VOTED ON AT THE ANNUAL MEETING. IF YOU SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD, YOU WILL FORFEIT THE OPPORTUNITY
TO VOTE ON ANY PROPOSAL THAT IS PRESENTED AT THE ANNUAL MEETING BUT IS NOT INCLUDED IN THIS CARD.”

TSLX’s proxy
materials also erroneously state that if a stockholder executes a TSLX proxy card, it will be voted “in the discretion of
the Proxy holder with respect to any other matters as may properly come before the 2016 Annual meeting.”7
Under Rule 14a-4(c)(3), TSLX can only exercise discretionary authority regarding proposals that it “do[es] not know, a reasonable
time before the solicitation, are to be presented at the meeting.”8
TICC announced on June 28, 2016, that the Bylaw Amendment Proposal will be presented at the Annual Meeting. It is expected that
the Annual Meeting will not take place in the near future—in addition, TICC has not announced a meeting date or a record
date and has not yet filed a definitive proxy statement. As discussed above, TSLX’s proxy statement and proxy card are missing
information required by Schedule 14A and, as a result, do not comply with Rule 14a-3. The “solicitation” for purposes
of Rule 14a-4(c)(3) should therefore be deemed to begin only when TSLX mails the Complete Schedule 14A. By the time this occurs,
TSLX will have had ample notice of the Bylaw Amendment Proposal and should be required to state, as required by Rule 14a-4(e),
how TSLX intends to vote on the Bylaw Amendment Proposal if a stockholder submits the TSLX proxy card. Moreover, if the term “solicitation”
as used in Rule 14a-4(c)(3) is interpreted in a manner other than as set forth herein (i.e., to begin at any time other
than the date that TSLX mails the Complete Schedule 14A), it may create an incentive for others to follow the highly unusual and
unprecedented practice undertaken by TSLX of filing and mailing definitive proxy materials prior to the date of the filing of preliminary
proxy materials by issuers for the sole purpose of obtaining the discretionary authority under Rule 14a-4(c)(3) to vote on matters
subsequently included in the issuers’ proxy materials (i.e., they would claim that they did not know of these matters
a reasonable time before the mailing of their solicitation materials given the premature nature of their mailing). Such a result
would be inconsistent with the purpose and spirit of Rule 14a-4(c)(3) and may spawn abuse of the rule to the detriment of stockholders.

5
Definitive TSLX Proxy Statement at Notice, 7, 33 (June 20, 2016), available at https://www.sec.gov/Archives/edgar/data/1259429/000119312516625631/d161145ddefc14a.htm;
Definitive TSLX Proxy Card at 1 (June 20, 2016), available at https://www.sec.gov/Archives/edgar/data/1259429/000119312516625631/d161145ddefc14a.htm.

6
Definitive TSLX Proxy Statement at Notice.

7
Definitive TSLX Proxy Statement at Notice; Definitive TSLX Proxy Card at 2.

8
Rule 14a-4(c)(3) (emphasis added).

Division of Investment Management

Dominic Minore, Esq.

June 29, 2016

Page 4

*         *        *

If you have any questions regarding the
foregoing or wish to discuss this matter, please do not hesitate to contact me at 202.383.0176 or Harry S. Pangas at 202.383.0805.

Very truly yours,

Steven
B. Boehm

 cc: Nicholas P. Panos, Senior Special Counsel, Division of
Corporation Finance,

  Office of Mergers and Acquisitions

  Steve Novak, Chairman of the Board of Directors, TICC
Capital Corp.

  Jonathan Cohen, Chief Executive Officer, TICC Capital
Corp.

  Harry S. Pangas, Sutherland Asbill & Brennan LLP

  Vlad M. Bulkin, Sutherland Asbill & Brennan LLP

  David E. Shapiro, Wachtell, Lipton, Rosen & Katz

  Eitan S. Hoenig, Wachtell, Lipton, Rosen & Katz

CORRESP
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TICC CAPITAL CORP.

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(203) 983-5275

June 5, 2014

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Mr. Derek B. Newman, Esq.

 Re: TICC Capital Corp.

 Registration Statement on Form
N-2 (File No. 333-195195)

Dear Mr. Newman:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, TICC Capital Corp. (the “Company”)
respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration
Statement”), including all amendments thereto, to 1:00 p.m., Eastern Time, on June 6, 2014 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:

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

 · should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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;

 · 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

 · the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

TICC
CAPITAL CORP.

By: /s/ Jonathan H. Cohen

Jonathan H. Cohen

Chief Executive Officer

CORRESP
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[Letterhead of Sutherland Asbill & Brennan
LLP]

May 19, 2014

VIA EDGAR

Derek B. Newman, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TICC Capital Corp.

  Registration Statement on Form N-2, Filed April 10, 2014

  File No.: 333-195195

Dear Mr. Newman:

On behalf of TICC Capital
Corp. (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”), in a letter dated May 9, 2014, with respect to the Company’s registration statement
on Form N-2 (File No. 333-195195) filed with the Commission on April 10, 2014 (the “Registration Statement”)
and the prospectus included therein (the “Prospectus”). Each of the Staff’s comments is set forth
below in italics and followed by the Company’s response. The revisions to the Prospectus referenced in the below responses
are set forth in Pre-Effective Amendment No. 1 to the Registration Statement, filed with the Commission concurrently herewith.

GENERAL

 1. In your response, undertake to inform the staff in advance of
filing a prospectus supplement for the issuance of debt securities if such prospectus supplement contains materially different
terms, including, without limitation, the removal or alteration of a covenant in a manner materially affecting the rights of the
debtholders, from those disclosed in the forms of prospectus supplement filed on February 26, 2014, as exhibits to the Company’s
post-effective amendment no. 8 to its shelf registration statement on Form N-2 (File No. 333-183605).

Derek B. Newman, Esq.

May 19, 2014

Page 2

The
Company undertakes to inform the Staff in advance of filing a prospectus supplement for the issuance of debt securities if such
prospectus supplement contains materially different terms, including, without limitation, the removal or alteration of a covenant
in a manner materially affecting the rights of the debtholders, from those disclosed in the forms of prospectus supplement filed
as exhibits to Post-Effective Amendment No. 8 to the Company’s registration statement on Form N-2 (File No. 333-183605),
filed on February 26, 2014, which have been incorporated by reference as exhibits to the Registration Statement.

 2. Please confirm to the staff in your response letter that the
Company will submit any underwritten offering to FINRA for its prior approval of the underwriting terms.

The
Company confirms to the Staff that the Company will submit, or ensure that the applicable underwriter submits, any underwritten
offering to the Financial Industry Regulatory Authority, Inc. (FINRA) for its prior approval of the underwriting terms.

 3. In your response letter, undertake to include in any prospectus supplement, as applicable, under
a section captioned “Additional Underwriter Compensation” a description of the terms of any agreement that the Company
will have entered into with the underwriters for services other than share distribution, and specify the nature of the services
that the underwriter has provided or will provide thereunder that differ from typical underwriting services. Please undertake to
disclose whether any such fee payable thereunder is a one-time fee or whether it is payable annually, and undertake to file all
such agreements as exhibits in a post-effective amendment to the registration statement.

The
Company undertakes to include in any prospectus supplement, as applicable, under a section captioned “Additional Underwriter
Compensation,” a description of the terms of any agreement that the Company may have entered into with the underwriters for
services other than share distribution, and the Company will specify the nature of the services that the underwriter has provided
or will provide thereunder that differ from typical underwriting services. The Company also undertakes to disclose
whether any such fee payable thereunder is a one-time fee or whether it is payable annually, and further undertakes to file all
such agreements as exhibits in a post-effective amendment to the Registration Statement. The Company advises the Staff on a supplemental
basis that, other than as disclosed in the Registration Statement, it is not currently a party to any agreements with any current
underwriter to the Company or any affiliates thereof pursuant to which the Company would be obligated to provide additional compensation
thereto.

Derek B. Newman, Esq.

May 19, 2014

Page 3

COVER PAGE

 4. In the first paragraph, please disclose that a substantial portion of the Company’s investment
portfolio consists of debt investments for which issuers are not required to make principal payments until the maturity of the
senior loans, which could result in a substantial loss to the Company if such issuers are unable to refinance or repay their debt
at maturity.

The Company has revised
the above-referenced disclosure in response to the Staff’s comment.

PROSPECTUS

Summary - Overview (page 1)

 5. In the third paragraph, the disclosure provides that the Company’s “investment portfolio
will be diversified among a large number of investments...” [emphasis added]. Given that the Company is non-diversified,
please use a different term in this disclosure.

The Company has revised
the above-referenced disclosure in response to the Staff’s comment.

Summary - Management Fee (page 6)

 6. In the third sentence of the third paragraph, please include within the parenthetical a reference
to fees associated with the investigation and monitoring of the Company’s investments, including expenses and travel fees
incurred in connection with investment due diligence and on-site visits.

The Company has revised
the above-referenced disclosure in response to the Staff’s comment.

Fees and Expenses - Example (page 12)

 7. In your response, please confirm that the Example reflects the payment of an incentive fee attributable
to realized capital gains (if any), which is not subject to a hurdle rate. In addition, please add disclosure in the paragraph
following the example to indicate what the figures in the table would be if 100% of returns were capital gains.

The Company confirms
to the Staff on a supplemental basis that the Example reflects the payment of an incentive fee attributable to realized capital
gains (if any), which is not subject to a hurdle rate. In addition, the Company advises the Staff on a supplemental basis that
the Example, as calculated, excludes any hurdle rate applicable to the incentive fee. As a result, the Company has assumed in the
Example that the Company’s investment adviser will be paid 20% of the estimated income in the form of incentive fees.

Derek B. Newman, Esq.

May 19, 2014

Page 4

Risk Factors - Risks Relating to Our
Business and Structure (page 18)

 8. With respect to the fair valuation risk, please enhance the disclosure to explain that instruments
treated as having original issue discounts (such as instruments paying PIK interest and deferred loan origination fees) may have
unreliable valuations because their continuing accruals require ongoing judgments about the collectability of the deferred payments
and the value of any associated collateral.

The Company has revised
the above-referenced disclosure in response to the Staff’s comment.

Portfolio Companies (page 94)

 9. We note that footnote 11 to the table provides an indication as to which investments are not
qualifying investments under Section 55(a) of the 1940 Act. Pursuant to Instruction 1.b of Item 8.6 of Form N-2, please enhance
this disclosure (and corresponding disclosure in the Consolidated Schedule of Investments beginning on page F-5) to briefly explain
the significance of non-qualification. Also, please disclose the total percentage of non-qualifying investments.

The Company has enhanced
the disclosure in footnote 11 in the “Portfolio Companies” section of the Prospectus in response to the Staff’s
comment. In addition, going forward, the Company will similarly enhance the corresponding disclosure in the Company’s Consolidated
Schedule of Investments.

PART C

 10. Please file as an exhibit the legality opinion regarding all securities being registered, and
related consent of counsel, with your next pre-effective amendment. In this regard, since the terms of the actual offerings from
this registration statement appear to be uncertain and not yet authorized by the Company’s Board of Directors, the Company
may need to undertake to file an unqualified legality of shares opinion, and related consent of counsel, in a post-effective amendment
with each takedown from this shelf registration statement.

The Company has filed
as exhibits with Pre-Effective Amendment No. 1 to the Registration Statement the legality opinion regarding all securities being
registered and a related consent of counsel. The Company acknowledges that, because the terms of the actual offerings from the
Registration Statement are uncertain and not yet authorized by the Company’s Board of directors, the Company will be required
to file an unqualified legality opinion and a related consent of counsel in a post-effective amendment with each takedown from
the Registration Statement.

Derek B. Newman, Esq.

May 19, 2014

Page 5

OTHER COMMENTS

 11. We may have additional comments on disclosures made in response to this letter, on information
supplied supplementally, or on exhibits added in any pre-effective amendments.

The Company acknowledges the
Staff’s comment.

 12. Response to this letter should be in the form of a pre-effective amendment filed pursuant to
Rule 472 under the Securities Act of 1933. The pre-effective amendment filing should be accompanied by a supplemental letter that
includes your responses to each of these comments. Where no change will be made in the filing in response to a comment, please
indicate this fact in your supplemental letter and briefly state the basis for your position.

The Company acknowledges the
Staff’s comment.

 13. Notwithstanding our comments, in the event the Company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

 · the Company may not assert this action as defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

The Company acknowledges
the Staff’s comment.

 14. In addition, please be advised that the Division of Enforcement has access to all information
you provide to the staff of the Division of Investment Management in connection with our review of your filing or in response to
our comments on your filing.

The Company acknowledges
the Staff’s comment.

 15. We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities. We will
act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

Derek B. Newman, Esq.

May 19, 2014

Page 6

The Company acknowledges
the Staff’s comment.

* * *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

 cc: Jonathan H. Cohen / TICC Capital Corp.

  John J. Mahon, Esq. / Sutherland Asbill & Brennan LLP

May 9, 2014  Steven B. Boehm.  Sutherland Asbill & Brennan LLP  700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980  Re:  TICC Capital Corp. (the “Company”)
Registration Statement on Form N-2  File Number: 333-195195
Dear Mr. Boehm:
The Company filed a shelf registration st atement on Form N-2 on April 10, 2014 under
which it may offer up to $600,000,000 of shares of  its common stock, preferred stock, debt
securities, subscription rights or  warrants to purchase its co mmon stock or debt securities
(collectively, the “Securities”).  The Securities may be offered at prices and on terms to be
disclosed in one or more supplem ents to the prospectus.

Based upon Securities Act Release No. 6510 (Feb ruary 15, 1984) and the representations
contained in your letter of Ap ril 10, 2014, we conducted a selective review of the registration
statement.  You are reminded that the burden of fu ll and fair disclosure rests with the registrant,
its counsel, and others engaged in  the preparation of its registra tion statement.   Based on our
review of the filing, we have the following comments. Whenever a comment is made in one
location, you should consider it appl icable to all similar disclosu re appearing elsewhere in the
registration statement (including all fu ture prospectus supplements).

GENERAL

1. In your response, undertake to inform the staff in advance of filing a prospectus
supplement for the issuance of debt  securities  if such prospectus  supplement contains materially
different terms, including, without limitation, the re moval or alteration of a covenant in a manner
materially affecting the rights of the debtholders, from those disclo sed in the forms of prospectus
supplement filed on February 26, 2014, as exhibits  to the Company’s post-effective amendment
no. 8 to its shelf registration statement on Form N-2 (File No. 333-183605).   2. Please confirm to the staff in your res ponse letter that the Company will submit any
underwritten offering to FINRA for its pr ior approval of the underwriting terms.

3. In your response letter,  undertake to include in  any prospectus supplement, as applicable,
under a section captioned “Additional Underwriter Co mpensation” a description of the terms of
any agreement that the Company will have entere d into with the underwrite rs for services other
than share distribution, a nd specify the nature of the services that the underwriter has provided or
will provide thereunder that differ from typical  underwriting services.  Please undertake to
disclose whether any such fee payable thereunde r is a one-time fee or whether it is payable
annually, and undertake to f ile all such agreements as exhibits in a post-effective amendment to
the registration statement.

COVER PAGE

4. In the first paragraph, please disclose that   a substantial portion of the Company’s
investment portfolio consists of debt investme nts for which issuers are not required to make
principal payments until the maturity of the senior  loans, which could result in a substantial loss
to the Company if such issuers are unable to refinance or repay their debt at maturity.

PROSPECTUS

Summary – Overview (page 1)
5. In the third paragraph, the disclosure provi des that the Company’s “investment portfolio
will be diversified  among a large number of investments… ” [emphasis added].  Given that the
Company is non-diversified, please use a di fferent term in this disclosure.

Summary – Management Fee (page 6)

6. In the third sentence of the third paragra ph, please include within  the parenthetical a
reference to fees associated w ith the investigation and monitori ng of the Company’s investments,
including expenses and travel fees incurred in  connection with investment due diligence and on-
site visits.
Fees and Expenses – Example (page 12)

7. In your response, pleas e confirm that the Example reflec ts the payment of an incentive
fee attributable to realized cap ital gains (if any), which is not  subject to a hurdle rate.  In
addition, please add disclosure in the paragraph following the example to indicate what the
figures in the table would be if 100% of returns were capital gains.

Risk Factors – Risks Relating to Our Business and Structure (page 18)

8. With respect to the fair valuation risk, pl ease enhance the disclosure to explain that
instruments treated as having orig inal issue discounts (such as instruments paying PIK interest
and deferred loan origination fees) may have unreliable valuations because their continuing
accruals require ongoing judgments about the coll ectability of the deferred payments and the
value of any associated collateral.

Portfolio Companies (page 94)

9.  We note that footnote 11 to the table provides an indication as to which investments are
not qualifying investments under Section 55(a) of the 1940 Act.  Pursuant to Instruction 1.b of
Item 8.6 of Form N-2, please enhance this disc losure (and correspondi ng disclosure in the
Consolidated Schedule of Investme nts beginning on page F-5) to briefly explain the significance
of non-qualification.  Also, please disclose the total percentage  of non-qualifying investments.

PART C

10. Please file as an exhibit the legality opinion regarding all s ecurities being registered, and
related consent of counsel, with your next pre-e ffective amendment.  In this regard, since the
terms of the actual offerings from this registratio n statement appear to be uncertain and not yet
authorized by the Company’s Board of Directors,  the Company may need to undertake to file an
unqualified legality of shares opinion, and rela ted consent of counsel , in a post-effective
amendment with each take down from this shelf re gistration statement.

*     *     *     *     *     *
 We may have additional comments on disclosu res made in response to this letter, on
information supplied supplementally, or on exhi bits added in any pre-effective amendments.
  Response to this letter shoul d be in the form of a pre-e ffective amendment filed pursuant
to Rule 472 under the Securities Act of 1933.  The pre-effective amendment filing should be
accompanied by a supplemental letter that includes  your responses to each of these comments.
Where no change will be made in the filing in res ponse to a comment, please indicate this fact in
your supplemental letter and briefly state the basis for your position.
   You should review and comply with all applic able requirements of the federal securities
laws in connection with the preparation and distri bution of a preliminary prospectus. We urge all
persons who are responsible for the accuracy a nd adequacy of the disc losure in the filings
reviewed by the staff to be certain that they have provided all informa tion investors require for
an informed decision.  Since the Company and its management are in possession of all facts
relating to the Company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.     Notwithstanding our comments, in the even t the Company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company fr om its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

  the Company may not assert this action as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the e ffective date.
*     *     *     *     *     *

 Should you have any questions regarding this  letter, please contact me at (202) 551-
6967.
Sincerely,
         D e r e k  B .  N e w m a n
Senior Counsel

CORRESP
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[Letterhead of Sutherland Asbill & Brennan
LLP]

December 24, 2013

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TICC Capital Corp.

    Post-Effective Amendment No. 6 to the Registration Statement on Form N-2, Filed November 1, 2013 (File No. 333-183605)

Dear Mr. Minore:

On behalf of TICC Capital
Corp. (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 December 19, 2013 with respect to Post-Effective Amendment No. 6
to the Company’s registration statement on Form N-2 (File No. 333-183605), filed with the Commission on November 1, 2013
(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 response. Where revisions to the Prospectus
are indicated in the Company’s responses set forth below, such revisions have been included in Post-Effective Amendment No.
7 to the Registration Statement, filed concurrently herewith.

General

 1. Please describe to the Staff the types of debt securities that
the Company may issue off of the Registration Statement. Please confirm to the Staff that prior to initiating any offering off
of the Registration Statement of “non-routine” debt securities, the Company will provide to the Staff for expedited
review the preliminary prospectus supplement relating to such offering.

The Company respectfully
refers the Staff to the “Description of Our Debt Securities” section of the Prospectus for a description of the types
of debt securities that the Company may offer, issue and sell pursuant to the Registration Statement. As noted in the above-referenced
disclosure and as indicated in the Form of Base Indenture filed as an exhibit to the Registration Statement, the Company may generally
offer, issue and sell debt securities pursuant to the Registration Statement in the form of notes that may or may not be rated
and/or listed on a national securities exchange, and that may have either fixed or floating interest rates. In addition, while
such notes may contain a provision that permits the conversion of such debt securities into common stock of the Company, the value
of such conversion feature may not exceed 10% of the overall value of such notes at the time of issuance in accordance with Bunker
Hill Income Sec. (SEC No-Action Letter, pub. avail. Oct. 29, 1982). The Company further confirms to the Staff that it does
not intend to issue any other types of debt securities pursuant to the Registration Statement, other than the notes described above.

Dominic Minore, Esq.

December 24, 2013

Page 2

Prospectus
Cover Page

 2. Please confirm that the substance of the disclosure included
on the cover page of the Prospectus, except the information included in paragraphs 2, 3 and 4 thereof which relates to offerings
in general, will be included on the cover page of any prospectus supplement.

The
Company confirms that the substance of the above-referenced disclosure will be included on the cover page of any prospectus supplement
pertaining to the Registration Statement.

 3. Disclose, if true, that a material amount of the Company’s
debt investments accrue payment-in-kind (PIK) interest and briefly discuss the related risks.

The Company advises
the Staff on a supplemental basis that it believes that the amount of PIK interest that it currently accrues from its debt investments
is not a material amount. For example, for the nine months ended September 30, 2013, the Company accrued PIK interest income of
approximately $1.8 million, which represented less than 5% of the net investment income that the Company recorded during this period.

 4. Please disclose that the securities in which the Company
invests will generally be considered below investment grade, which are also known as junk securities, and that the Company’s
debt investments may contain interest reset provisions that may make it more difficult for the borrower to repay the loan, which
could result in a loss or a substantial amount of unpaid principal and interest due upon maturity.

The Company has revised
the disclosure set forth on the cover page and in the “Summary” and “Business” sections of the Prospectus
in response to the Staff’s comment.

 5. Please clarify in the “Fees and Expenses”
section that the total annual expense amount includes the expenses of the Company’s consolidated wholly-owned subsidiaries,
and that the expenses of such subsidiaries will be borne indirectly by the Company’s shareholders.

The Company has revised
the disclosure set forth in the “Fees and Expenses” section of the Prospectus in response to the Staff’s comment.

 6. Please clarify in footnote 4 to the “Fees and
Expenses” section of the Prospectus that “gross assets” is the same as the “total assets” referenced
in the Company’s Consolidated Statements of Assets and Liabilities or clarify the distinction between these two terms.

Dominic Minore, Esq.

December 24, 2013

Page 3

The Company has revised
the above-referenced disclosure in response to the Staff’s comment.

 7. Please revise the introductory paragraph of the “Risk
Factors” section to include the specific language contained in Item 8.3.a of Form N-2.

The Company has revised
the above-referenced disclosure in response to the Staff’s comment.

 8. Please note in the “Portfolio Companies”
section of the Prospectus whether each investment has a fixed or a variable interest rate. For any investments that have a variable
interest rate, please specify the applicable method for calculating the interest rate in footnote disclosure.

The Company has revised
the above-referenced disclosure in response to the Staff’s comment.

 9. Please explain to the Staff what constitutes the “distributions
in excess of investment income” referenced under “Net Assets” in the Company’s Consolidated Statements
of Assets and Liabilities. We may have further comments.

The Company advises
the Staff on a supplemental basis that distributions in excess of investment income represent the cumulative excess of distributions
to shareholders over net investment income, as adjusted at year-end to reflect permanent differences between financial and tax
reporting. These adjustments are calculated and recorded at each year-end, not on an interim basis. The adjustments made to reflect
the permanent differences between financial and tax reporting for the fiscal year ended December 31, 2012 are disclosed in Note
11 to the Company’s consolidated financial statements.

Because federal income
tax regulations differ from accounting principles generally accepted in the United States, distributions in accordance with tax
regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may
be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect
their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time
in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax
purposes.

* * *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

    cc:
    Jonathan H. Cohen / TICC Capital Corp.

    John J. Mahon, Esq. / Sutherland Asbill & Brennan LLP

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TICC CAPITAL CORP.

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(203) 983-5275

January 18, 2013

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Mr. Dominic Minore, Esq.

    Re:
    TICC Capital Corp.

    Registration Statement on Form N-2 (File No. 333-183605)

Dear Mr. Minore:

In accordance with Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, TICC Capital Corp. (the “Company”)
respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration
Statement”), including all amendments thereto, to 2:00 p.m., Eastern Time, on January 18, 2013 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:

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

 · should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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;

 · 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

 · the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

       TICC CAPITAL CORP.

    By:
    /s/ Jonathan H. Cohen

    Jonathan H. Cohen

    Chief Executive Officer

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[Letterhead of Sutherland Asbill & Brennan
LLP]

January 17, 2013

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TICC Capital Corp.

    Registration Statement on Form N-2

    Filed August 29, 2012

    File No. 333-183605

Dear Mr. Minore:

On behalf of TICC Capital
Corp. (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 January 16, 2013 with respect to Amendment No. 2 to the Company’s
registration statement on Form N-2 (File No. 333-183605), filed with the Commission on January 11, 2012 (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 response. Where revisions to the Prospectus are indicated
in the Company’s responses set forth below, such revisions have been included in Amendment No. 3 to the Registration Statement,
filed concurrently herewith.

Prospectus

Prospectus Summary

 1. We note the disclosure included under the caption “Securitization Vehicles” regarding
the Company’s 2012 securitization tranasction. Please revise such disclosure to clarify the portion of such securitization
vehicle’s securities that were retained by the Company.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

Dominic Minore, Esq.

January 17, 2013

Page 2

Portfolio
Composition and Investment Activity

 2. We note the tabular disclosure set forth on page 49 of the Prospectus regarding the Company’s
portfolio activity. Please revise such tabular disclosure to include a description of the total amount that appears at the bottom
of such table.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

 3. We note the reference to “Structured Finance” in the tabular disclosure set forth
on page 50 of the Prospectus discussing industry concentration within the Company’s investment portfolio. Please revise such
tabular disclosure to provide details regarding the industry concentration of the CLO vehicles that comprise the “Structured
Finance” component of the Company’s investment portfolio.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

Legal Opinion

 4. Please revise the legal opinion filed as exhibit l.1 to the Registration Statement to clarify that counsel examined such
records, documents or other instruments as counsel in its judgment has deemed to be necessary or appropriate to enable counsel
to render the opinion expressed.

The Company has revised the above-referenced
legal opinion in response to the Staff’s comment.

 5. Please revise the legal opinion filed as exhibit l.1 to the Registration Statement to remove the reference to “in
our experience” when disclosing the laws that counsel considered for purposes of issuing such opinion.

The Company has revised the above-referenced
legal opinion in response to the Staff’s comment.

 6. Please revise the legal opinion filed as exhibit l.1 to the Registration Statement to clearly state that the rights included
on such Registration Statement will represent valid and binding obligations of the Company when issued, or provide the Staff with
an explanation why such an assertion cannot be made. If counsel is unable to make such an assertion, please confirm that counsel
will do so with respect to any rights that are issued pursuant to the Registration Statement that are binding in nature.

Dominic Minore, Esq.

January 17, 2013

Page 3

The Company advises the Staff on a supplemental
basis that the rights included on the Registration Statement would be issued in connection with rights offerings conducted by the
Company. Such rights are typically issued pursuant to board resolutions, rather than separate agreements, and thus may be modified
or recinded at any time in the board’s discretion. As a result, the Company’s counsel is unable to provide an opinion
confirming that such rights will represent valid and binding obligations of the Company upon issuance. However, the Company confirms
that it will file an opinion of counsel as an exhibit to the Registration Statement by means of a post-effective amendment thereto
in connection with any offering, issuance or sale of rights under the Registration Statement that do represent binding obligations
of the Company. In addition, the Company confirms that any prospectus supplement filed in connection with a rights offering conducted
under the Registration Statement will clearly disclose the risk that the Company’s board of directors may chose to terminate
a rights offering subsequent to commencement for any reason.

*      *      *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

    cc:
    Jonathan H. Cohen / TICC Capital Corp.

    John J. Mahon, Esq. / Sutherland Asbill & Brennan LLP

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[Letterhead of Sutherland Asbill & Brennan
LLP]

December 21, 2012

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TICC Capital Corp.

Registration Statement on Form
N-2

Filed August 29, 2012

File No. 333-183605

Dear Mr. Minore:

On behalf of TICC Capital
Corp. (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 December 6, 2012 with respect to Amendment No. 1 to the Company’s
registration statement on Form N-2 (File No. 333-183605), filed with the Commission on November 2, 2012 (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 response. Where revisions to the Prospectus are indicated
in the Company’s responses set forth below, such revisions have been included in the marked pages attached hereto.

General

 1. We note the Company’s response to prior comment no. 9. Please provide a more
                                                                                                   detailed analysis discussing why the Company did not reflect the maximum amount of debt issuable by the 2012 Securitization
                                                                                                   Issuer in the “Fees and Expenses” section of its August 15, 2012 prospectus supplement. In doing so, please also
                                                                                                   discuss the Company's views with respect to the materiality of such disclosure. In addition, please
                                                                                                   confirm that in connection with any future offering pursuant to the Registration Statement, the Company will endeavor to
                                                                                                   ensure that the “Fees and Expenses” tabular disclosure included in any applicable prospectus supplement will
                                                                                                   reflect a good faith estimate of the expenses the Company expects to incur during the 12 months following completion of such
                                                                                                   offering, including any upward adjustments that may be necessary to reflect the potential impact of future anticipated
                                                                                                   leverage, even if uncertain, with appropriate footnote disclosure.

Dominic Minore, Esq.

December 21, 2012

Page 2

The Company advises the Staff on a supplemental
basis that in view of the significant uncertainty regarding the timing, amount and consummation of the proposed issuance of debt
by the 2012 Securitization Issuer (collectively, the “CLO Transaction”), including the fact that the
Company was required to obtain specific debt ratings from independent rating agencies in order to complete the CLO Transaction
(which had not yet been obtained and which were subject to significant uncertainty), and that substantive negotiations surrounding
key elements of the CLO Transaction were ongoing and uncertain as to their conclusion, the Company made a reasoned determination,
consistent with the plain language of Form N-2, that it was not yet appropriate to include further speculative assumptions in
the “Fees and Expenses” tabular disclosure included in its August 15, 2012 prospectus supplement (the “Prospectus
Supplement”) to reflect the assumed completion of the CLO Transaction. Notably, the CLO Transaction did not actually
close until August 23, 2012, or eight days after the date of the Prospectus Supplement.

In addition, in making
its determination the Company also took into account the potential materiality to investors of revising the tabular
disclosure set forth in the “Fees and Expenses” section of the Prospectus Supplement to assume the completion of
the CLO Transaction. The Company focused specific attention on the inclusion of detailed information regarding the CLO
Transaction on page S-3 of the “Summary” section of the Prospectus Supplement, which the Company believed
provided prospective investors with sufficient information regarding the proposed CLO Transaction to inform them of its
potential impact on the Company. In particular, the discussion of the CLO Transaction in the Prospectus Supplement appeared
well before the “Fees and Expenses” tabular disclosure, and the Company believed that a reasonable investor would
have been fully aware of the nature and scope of the CLO Transaction, as well as its potential impact on the Company, by
reading that discussion in concert with both the “Fees and Expenses” tabular disclosure and the detailed
footnotes highlighting the included assumptions. In addition, the Company considered the fact that the “Total
annual expense” line item set forth in the “Fees and Expenses” section of the Prospectus Supplement
included the assumption of the issuance of $25 million of preferred stock, in accordance with the Staff’s position,
that was not then contemplated by the Company. The Company also considered recent prospectus supplements filed by other
business development companies conducting follow-on equity offerings, including the fact that all of the relevant examples
the Company reviewed appeared only to have included actually issued debt in the “Fees and Expenses” section. On
the basis of the foregoing, and in view of the uncertainty associated with the completion of the CLO Transaction, the Company
determined that including additional assumptions regarding completion of the CLO Transaction in the “Fees and
Expenses” section of the Prospectus Supplement was not appropriate, and that such revised disclosure would not be, by
itself, material to a reasonable investor in view of the other prominent disclosure included in the Prospectus Supplement
regarding the potential CLO Transaction and its impact on the Company.

The Company also believes
that its trading history since the filing of the Prospectus Supplement supports its position with respect to materiality. Specifically,
the Company’s shares traded up $0.13 to $9.56 on November 12, 2012, the first trading day following the filing of the Company’s
Quarterly Report on Form 10-Q for the period ended September 30, 2012 (the “September 10-Q”), notwithstanding
the inclusion of significantly higher expense ratios in the September 10-Q reflecting both the completion of the CLO Transaction,
as well as a subsequent convertible debt offering. In addition, the Company’s shares most recently closed at $10.12 on December
20, 2012, or approximately 4.9% above the public offering price per share of $9.65 set forth in the Prospectus Supplement. In short,
the disclosure the Staff references in its comment above, and which was included in an updated form in the September 10-Q, appears
to have had no negative effect on the market value of the Company’s common stock subsequent to its public release.

Notwithstanding the
foregoing analysis, the Company acknowledges the Staff’s position that each issuer should endeavor to err on the side
of upwardly adjusting line items included in the “Fees and Expenses” tabular disclosure whenever the expectation
exists of the incurrence of additional leverage by such issuer. To that end, the Company confirms to the Staff that in
connection with any future offering pursuant to the Registration Statement, the Company will endeavor to ensure that the
“Fees and Expenses” tabular disclosure included in any applicable prospectus supplement will reflect a good faith
estimate of the expenses the Company expects it could incur during the 12 months following completion of such offering,
including any upward adjustments that may be necessary to reflect the potential impact of future anticipated leverage, even
if uncertain, along with appropriate footnote disclosure.

Dominic Minore, Esq.

December 21, 2012

Page 3

Prospectus

 2. We note the Company’s response to prior comment no. 1. Please revise the cover page
of the Prospectus to include the requested disclosure and like wise confirm that such disclosure will appear on the cover page of any prospectus supplement.

The Company has revised the cover page of
the Prospectus in response to the Staff’s comment. In addition, the Company confirms that it will include such disclosure on the cover page of any future prospectus supplements.

 3. We note the Company’s response to prior comment no. 28. Please revise the updated disclosure
in the “Description of Our Capital Stock” section of the Prospectus to clarify that the material provisions of the
Company’s charter and bylaws have also been disclosed in that section.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

 4. We note the Company’s response to prior comment no. 33. Please revise the updated disclosure
in the “Description of Our Debt Securities” section of the Prospectus to remove the exception for future agreements,
indentures, supplements or other instruments.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

 5. We note the Company’s response to prior comment no. 46. Please undertake in your response
letter to include the requested disclosure regarding “Additional Underwriter Compensation” without regard to whether
it would be expressly required by the form requirements of Form N-2 or the rules and regulations of FINRA.

The Company confirms to the Staff on a supplemental
basis that in connection with each underwritten offering pursuant to the Registration Statement, the Company will disclose, under
a section captioned “Additional Underwriter Compensation,” the material terms of any agreements to which the Company
and any underwriter for such offering are parties that relates, directly or indirectly to, or may be deemed to be an inducement
to any underwriter’s participation in, such underwritten offering, including the nature of services provided or to be provided
thereunder, and will file as exhibits via a post-effective amendment to the Registration Statement any such agreements.

 6. We note the Company’s response to prior comment 51. Please update the Company’s
prior response to clarify that a consent from counsel will also be filed, along with an unqualified opinion of counsel, in connection
with each offering pursuant to the Registration Statement.

The Company confirms to the Staff that,
in connection with each offering of securities pursuant to the Registration Statement, it will file a post-effective amendment
thereto containing as an exhibit an unqualified opinion of counsel, and related consent, with respect to the securities offered
thereby.

Dominic Minore, Esq.

December 21, 2012

Page 4

Fees and Expenses

 7. Please revise the “Fees and Expenses” section of the Prospectus to remove the
phrase “required by the SEC” from the paragraph discussing the example.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

 8. Please revise footnote (4) to the “Fees and Expenses” tabular disclosure to insert
the word “immediately” before the phrase “increasing our gross assets.”

The Company has revised the above-referenced
footnote in response to the Staff’s comment.

Risk Factors

 9. In the risk factor entitled “Regulations governing our operation as a BDC …,”
please revise the disclosure to clarify, in plain English, the meaning of the phrases “non-call period” and “reinvestment
period.”

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

Senior Securities

 10. Please revise footnote (3) to the “Senior Securities” section of the Prospectus
to clarify that the SEC does not require the disclosure of involuntary liquidation preferences for senior securities representing
indebtedness.

The Company has revised the above-referenced
footnote response to the Staff’s comment.

Description of Our Debt Securities

 11. Under the sub-heading “Defeasance,” please revise the disclosure to clarify that
any payments made from deposited amounts would be for the benefit of the subordinated debt holders.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

Exhibits

 12. We note the Company’s response to prior comment 49. Please confirm that to the extent
the Company intends to issue debt securities pursuant to the Registration Statement, it will file an application for the purpose
of determining the eligibility of the trustee to act under Section 310(a) of the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”), in accordance with Section 305(b)(2) of the Trust Indenture Act, and the rules and regulations prescribed
by the Commission thereunder, including with respect to the date of such application’s effectiveness.

The
Company confirms to the Staff that to the extent the Company intends to issue debt securities pursuant to the Registration Statement,
it will file an application for the purpose of determining the eligibility of the trustee to act under Section 310(a) of the Trust
Indenture Act in accordance with Section 305(b)(2) of the Trust Indenture Act, and the rules and regulations prescribed by the
Commission thereunder, including with respect to the date of such application’s effectiveness.

 13. We note the Company’s response to prior comment 50. Please confirm that the Company will
file a “form of” articles supplementary pertaining to the preferred stock referenced in the Registration Statement
prior to requesting accelerated effectiveness.

The
Company confirms to the Staff that it will file a “form of” articles supplementary pertaining to the preferred stock
referenced in the Registration Statement prior to requesting accelerated effectiveness.

Closing

 14. In the event the Company requests acceleration of the effective date of the pending registration statement, it should furnish
a letter, at the time of such request, acknowledging that

Dominic Minore, Esq.

December 21, 2012

Page 5

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

 • should the Commission or 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;

 • 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

 • 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.

In addition, please be advised that the Division
of Enforcement has access to all information you provide to the staff of the Division of Investment Management in connection with
our review of your filing or in response to our comments on your filing.

The Company acknowledges the Staff’s
comment.

*     *     *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

 cc: Jonathan H. Cohen / TICC Capital Corp.

John J. Mahon, Esq. / Sutherland Asbill
& Brennan LLP

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[Letterhead of Sutherland Asbill &
Brennan LLP]

    November 2, 2012

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TICC Capital Corp.

Registration Statement on Form
N-2

Filed August 29, 2012

File No. 333-183605

Dear Mr. Minore:

On behalf of TICC
Capital Corp. (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 in a letter, dated September 27, 2012, with respect to the Company’s
registration statement on Form N-2 (File No. 333-183605), filed with the Commission on August 29, 2012 (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 response. Where revisions to the Prospectus are indicated
in the Company’s responses set forth below, such revisions have been included Amendment No. 1 to the Registration Statement
filed concurrently herewith.

Prospectus – Outside Front Cover
Page

 1. Disclose
                                                                                                   that the securities in which
                                                                                                   the Company invests will generally
                                                                                                   be considered below investment
                                                                                                   grade, which are also known
                                                                                                   as junk securities, and that
                                                                                                   most of the Company’s
                                                                                                   debt investments will not fully
                                                                                                   amortize during their lifetime,
                                                                                                   which could result in a substantial
                                                                                                   amount of unpaid principal
                                                                                                   and interest due upon maturity.

The Company has revised the disclosure
set forth in the “Summary” and “Business” sections of the Prospectus in response to the Staff’s
comment.

Dominic Minore, Esq.

November 2, 2012

Page 2

 2. Disclose
                                                                                                   the per share net asset value
                                                                                                   of the Company’s common
                                                                                                   shares as of a recent date.

The Company has revised the cover page
of the Prospectus in response to the Staff’s comment.

About
This Prospectus

 3. Expand
                                                                                                   the disclosure to make clear
                                                                                                   that the related prospectus
                                                                                                   supplement and “this
                                                                                                   prospectus” will together
                                                                                                   constitute the prospectus for
                                                                                                   an offering of the Company’s
                                                                                                   securities.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

 4. Clarify
                                                                                                   in the last sentence that all
                                                                                                   of the material terms of any
                                                                                                   exhibits and the additional
                                                                                                   information described under
                                                                                                   the heading “Where You
                                                                                                   Can Find Additional Information”
                                                                                                   that should be read before
                                                                                                   you make an investment decision
                                                                                                   will nonetheless be summarized
                                                                                                   in the prospectus or applicable
                                                                                                   prospectus supplement.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

Summary

 5. Provide
                                                                                                   an organizational chart showing
                                                                                                   the relationship among the
                                                                                                   various TICC entities described
                                                                                                   in the prospectus. Also include
                                                                                                   in the organizational chart
                                                                                                   the extent of the Company’s
                                                                                                   ownership in its direct and
                                                                                                   indirect subsidiaries.

The Company has revised the disclosure
set forth in the “Summary” and “Business” sections of the Prospectus in response to the Staff’s
comment.

Overview

 6. Expand
                                                                                                   the last sentence of the fourth
                                                                                                   paragraph to indicate that
                                                                                                   securities of below investment
                                                                                                   grade quality are also known
                                                                                                   as junk securities and have
                                                                                                   predominantly speculative characteristics
                                                                                                   with respect to the issuer’s
                                                                                                   capacity to pay interest and
                                                                                                   repay principal.

The Company has revised the above-referenced
disclosure in response to the Staff’s comment.

Dominic Minore, Esq.

November 2, 2012

Page 3

 7. In
                                                                                                   an appropriate place in the
                                                                                                   prospectus highlight the following
                                                                                                   matters that pertain to the
                                                                                                   Company’s securitization
                                                                                                   transactions:

 · Disclose
                                                                                                                                                        in
                                                                                                                                                        plain
                                                                                                                                                        English
                                                                                                                                                        the
                                                                                                                                                        salient
                                                                                                                                                        characteristics
                                                                                                                                                        of
                                                                                                                                                        a
                                                                                                                                                        securitization
                                                                                                                                                        transaction
                                                                                                                                                        and
                                                                                                                                                        explain
                                                                                                                                                        why
                                                                                                                                                        the
                                                                                                                                                        Company
                                                                                                                                                        engaged
                                                                                                                                                        in
                                                                                                                                                        these
                                                                                                                                                        transactions.

 · Disclose
                                                                                                                                                        whether
                                                                                                                                                        the
                                                                                                                                                        Company
                                                                                                                                                        will
                                                                                                                                                        be
                                                                                                                                                        sponsoring
                                                                                                                                                        additional
                                                                                                                                                        securitizations
                                                                                                                                                        of
                                                                                                                                                        the
                                                                                                                                                        Company’s
                                                                                                                                                        assets.
                                                                                                                                                        If
                                                                                                                                                        it
                                                                                                                                                        will,
                                                                                                                                                        also
                                                                                                                                                        disclose
                                                                                                                                                        (1)
                                                                                                                                                        how
                                                                                                                                                        future
                                                                                                                                                        securitizations
                                                                                                                                                        will
                                                                                                                                                        be
                                                                                                                                                        structured

September 2 7, 2012

Steven B. Boehm, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC  20004- 2415

Re: TICC Capital Corp. (the “Company ”)
 Registration Statement on Form N -2
 File Number 333 -183605

Dear Mr. Boehm :

Pursuant to Securities Act Release No. 6510 and in reliance upon the representations contained in your letter dated August 29 , 2012, we performed a limited review of the registration statement
referenced above and have the following comments.
  Whenever a comment is made in one
location, it is considered applicable to all similar disclosure  appearing elsewhere in the
registration statement.

Prospectus Outside Front Cover Page
 Disclose that the securities in which the Company invests  will generally be con sidered below
investment grade , which are also known as junk securities , and that most of the Company’s debt
investments will not fully amortize during their lifetime, which could result in a substantial amount of unpaid principal and interest due upon mat urity .
 Disclose the per share net asset value of the Company’s common shares as of a recent date.

About This Prospectus
 Expand the disclosure to make clear that the related prospectus supplement and “this prospectus”
will together constitute the prospectus for an offering of the Company ’s securities.

Clarify in the last sentence that all of the material terms of any exhibit s and t he additional
information described under the heading “ Where You Can Find Additional Information” that
should be read before you make an investment decision will nonetheless be summarized in the prospectus or applicable prospectus supplement.

Summa ry (page 1)
 Provide an organizational chart showing the relationship among the various TICC entities described in the prospectus.  Also include in the organizational chart the extent of the Company’s ownership in its direct and indirect subsidiaries.

Steven B. Boehm, Esq.
Page 2

Overview  (page 1)
 Expand the last sentence of the fourth paragraph to indicate that securities of below investment grade quality are also known as junk securities and have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
 In an appropriate place in the prospectus highlight the following matters that pertain  to the
Company’s securitization transactions :
 Disclose in plain English the salient characteristics of a securitization  transaction  and explain
why the Company engaged in these transactions .
 Disclose whether the Company will be sponsoring additional securitizations  of the Company’s
assets .  If it will, also disclose (1) how future securitizations will be str uctured and financed; (2)
who will originate and earn loan origination fees on the loans that will be the subject of the securitizations; and (3) what loan underwriting standards will be used and who will establish such standards.  Also include in the Company’s fee table presentation all related fees and expenses that, on a consolidated basis, the Company  will incur for any securitization it plans to
sponsor during the next twelve months.   Disclose whether the existing securitization issuers could issue ad ditional securities.
 Also disclose whether any income and/or capital gain incentive fee will be earned in respect of the sale or contribution of the loans to Holdings or to the securitization issuers as a result of the securitization transactions.  If either or both fees accrue as a result of the securitization transactions, disclose the conflict of interest this presents to TICC Management.  Disclose how
the Company’s Board of Directors will monitor this conflict of interest.
 Disclose whether TICC Mana gement’s activities pertaining to the securitizations , including
when it acts as collateral manager to the securitization issuer s, are covered by indemnification
provisions.  If so, your response letter should also identify the applicable contractual
indem nification provisions.
 Disclos e who selected the loans that back the securities issued by the securitization issuer s, and
disclose the selection criteria used.
 Disclose whether all of the securities issued in respect of the securitization transactions  were
issued pursuant to an exemption from registration under the Securities Act of 1933.  In your response letter, discuss the status under the 1940 Act of Holdings, the securitization issuers, and the Company’s ownership of Holdings.

Steven B. Boehm, Es q.
Page 3

Fees and Expenses  (page 12)
 The fee table and Example that is included in the current prospectus, as well as in any prospectus
supplement used with any offering from this shelf registration statement that triggers the need to include a fee table and Example, should also be updated in accordance with current staff positions with the most current information available  to the Company .  In this regard, set forth in
your response letter the reasons why the fee table in the August 15, 2012 prospec tus supplement
did not reflect the higher total annual expenses currently reflected in the Company’s prospectus ,
which increase apparently result ed from the TICC CLO 2012- 1 transaction which also closed in
August 2012.
 Delete the word “estimated” from the “Other expenses (estimated)” and “Total annual expenses
(estimated)” line items.
 The line item “offering expenses borne by us (as a percentage of offering price)” should instead be presented as “offering expenses borne by holders of our common stock (as a percentage of offering price).”
 Expand footnote (4) to clarify whether the reference to “all of the assets of TICC” refers to TICC, together with all of its subsidiaries on a consolidated basis.
 Expand footnote (6) to disclose the Company’s plans to is sue preferred stock during the next 12
months.  It appears from the disclosure  contained in footnote (6) that the fee table presentation of total
annual expenses would actually be substantially higher  had the actual  amount of the Company’s
outstanding borr owings and the effective annualized average interest rate expected to be incurred
by the Company during the next 12 months been taken into account.  In your response letter, identify the components of the calculation used to determine  the “Interest payments on borrowed
funds” presented in the fee table, and the appropriateness of the assumptions  used in the
calculation .
 In footnote  (7), identify what “investments in CLO equity tranches based on CLO equity
investment held as of June 30, 2012” are included.  In this regard, indicate whether the TICC CLO 2011 transaction  is also included and why the TICC CLO 2012 -1 transaction apparently is
not.   It appears that, based on the various assumptions made and limitations imposed, as described in footnote (7), when calculating the Company’s “Acquired fund fees and expenses” the amount
presented the  fee table may be  potentially substantially understated.  In your response letter,
please explain the appro priateness of the Company’s presentation of “Acquired fund fees and
expenses.”

Steven B. Boehm, Esq.
Page 4

Risk Factor s (page 17)
 We note that the wide array of s ecurities the Company  may issue makes the Company’ s risk
disclosure more complicated and assumptions about the s ecurities to be issued much more
important.  For example, given the s ecurities’ potential leverage and potentially dilutive effect,
highlight in your response letter how the Company  will convey a fair and accurate representation
of these risks in the prospectus and prospectus supplements .  Also, t he risk profile and expense
ratio attributable to common shares can change materially as different s ecurities are issued.  In
your response letter, high light how the Company will convey the anticipated material changes in
the applicable prospectus supplement where, for example, the Company makes an offering of its common stock a s the first takedown from this shelf offering .

We are permitted to borrow money, which magnifies the potential for gain or loss on amounts
invested and may increase the risk of investing in us.  (page 22)
 Expand the disclosure to clarify how a securitization transaction constitutes leverage of the Company for purposes of the 1940 Act.

We may be required to assume liabilities of the 2011 Securitization Issuer, and we may incur
liability to the 2012 Securitization Issuer.   (page 26)
 Expand the disclosure  to address the heightened level of the risks described in light of t he
apparent consolidation for financial accounting and tax accounting purposes  of the Company
with the s ecuritization i ssuers  and related entities .
 Provide a plain English discussion highlighting how the securitization transactions transformed the Company’s direct ownership position, risk profile, rights and liabilities in respect of portfolio
loans on a pre -securitization basis versus its post -securitization indirect ownership position, risk
profile, rights and liabilities of those portfolio loans.  The disc ussion should also briefly compare
the Company’s ability before and after the securitizations to enforce, directly or indirectly, payment obligations and loan covenants of the portfolio loans that were sold or contributed pursuant to the master loan sale a greement.

Price Range of Common Stock and Distributions  (page 42)
 Change the fourth and fifth column headings in the table to “Premium or (Discount) of High Sales Price to NAV’ and “Premium or (Discount) of Low Sales Price to NAV,” respectively.
 In your  response letter, please confirm that none of the distributions to the Company’s
shareholders represented a return of capital.

Steven B. Boehm, Esq.
Page 5

Management Discussion and Analysis  (page 44)
 Expand the disclos ure contained in the  sixth  paragraph of the Overview section to address the
substantial increase in PIK deferred income “earned” by the Company and also highlight the risks presented as a result of PIK deferred income.

Borrowings  (page 69)
 The fifth paragraph indicates that, although the Company is entitled to a deferred fee for its services as collateral manager, “the deferred fee is elim inated in consolidation.”  Briefly
highlight how the deferred fee is eliminated as a result of the current ownership structure of the securi tization vehicles.  In this regard, w e note from the compensation provisions  of each of the
Collateral M anagement A greements for the 2011 and 2012 securitization transactions that, under
certain other circumstances  and ownership structures , a Senior Col lateral Management Fee, a
Subordinated Collateral Management Fee and an Incentive Collateral Management Fee are all payable to the Company, as Collateral Manager.  Disclo se whether under all circumstances all
such fees will be paid directly to the Company .

Management Fee (page 114)
 Define “gross assets.”
 Highlight the extent to which any management fees are paid on securitization -related assets and
on any income , fees or gains on securitizations.
 Clarify that any fee paid on accrued income in respect of or iginal issue discount, PIK interest and
zero coupon securities is not returned to the Company where such accrued income is not ultimately received by the Company in cash.

Description of Our Capital Stock (page 134)
 Expand the disclosure, as necessary, t o ensure that the material provisions of the Maryland
General Corporation Law and the Company ’s charter  and bylaws have been included in this
section of the prospectus and also include a statement to that effect in the first paragraph.

Description of Our Subscription Rights  (page 141)
 Include risk disclosure about the potential negative consequences of the possibility of multiple rights offerings including, among other things, the dilutive impact to voting and to NAV, in the case of rights offerings below NAV, a nd the potential impact of market overhang on the price of
the Company ’s common stock.  See generally Investment Company Act Release No. 9932 (Sept.
15, 1977).

Steven B. Boehm, Esq.
Page 6

 Disclose, if true,  that the Company ’s common shareh olders will indirectly bear all of the
expenses of the subscription rights offer ings, regardless of whether the Company ’s common
stockholders exercise any subscription rights .

Description of Our Warrants  (page 142)
 Clarify the significance of the referen ce in the last paragraph to “Solar Capital.”

Description of Debt Securities  (page 143)
 Expand the disclosure, as necessary, to ensure that the material provisions of the indenture have been included in this section of the prospectus and also include a statement to that effect in the third paragraph.
 Disclose that any person from whom the C ompany  borrows will not, in their capacity as either
lender or debt holder, have either a veto power or a vote in approving or changing any of the Company ’s operating  policies  or investment strategies .
 Highlight the extent, and consequent effect, of any s tructural subordination resulting from the
Company ’s capital structure.

Covenant Defeasance (page 152)
 Reconcile the apparent inconsistency in the disclosure  contained in the first and last sentences  of
the last paragraph.

Full Defeasance (page 152)
 Specifically identify to what “change in U.S. federal tax law, as described below” the disclosure
is referring.
 Expand the last sentence of the last paragraph to clarify the impact of being released from the
referenced subordination provisions.
Description  of Our Units  (page 156)
 Expand the last paragraph to clarify that the material terms of “the units and any applicable underlying security or pledge or depositary arrangements” or any other “applicable agreements” will nonetheless be described in “this pr ospectus and in any prospectus supplement.”
 Expand the disclosure to describe the 1) whether units present any unusual or unique risks that
potential purchases should be aware of; 2) whether units have any influence or relationship with

Steven B. Boehm, Esq.
Page 7

 the asset coverage requirements of the 1940 Act; 3) whether units will have trading symbols of
their own and/or whether holders will be able to trade the unit components individually; and 4) whether there are any voting right issues or confli cts with respect to unit components.

Moreover, disclose 1) how the Company  benefits by issuing units; 2) how this benefit differs
from the Company  issuing the individual unit components; and 3) whether this benefit to the
Company  gives rise to any disadva ntage for shareholders in purchasing units, when compared to
the individual components comprising the units.
 In your response letter, please fully explain to the staff how the offering price will be allocated to the components of the units.
 Could the offering of units indirectly result in the Company selling shares of its common stock at a price below  net asset value?   In your response letter, explain whether the units may be
structured so as to, in effect, offer shares of the Company’s common stock at a price below net asset value by lowering the price of the other securities included in the unit.
Plan of Distribution  (page 157)
 Expand the disclosure to indicate the extent to which the Company ’s common shareholders will
indirectly bear all of the various expenses incurred in connection with all of the distribution
activities described therein.     Please confirm to the staff in your response letter that the Company  will submit any underwritten
offering to FINRA for its prior approval of the underwriting terms .
 Clarify that any offering of securities by the Company that requires shareholder approval must occur, if at all, within one year after receiving such shareholder approval.  In your response letter, undertake to include  in any prospectus supplement, as applicable, under a
section  captioned “Additional Underwriter Compensation” a descri ption of the terms of any
agreement (including those pertaining to any securitization tr

1Rupert, Kevin C.
From: Bulkin, Vlad [vlad.bulkin@sutherland.com]
Sent: Tuesday, February 28, 2012 2:31 PM
To: Pfordte, Richard; Rupert, Kevin C.
Cc: Boehm, Steven; Mahon, John
Subject: RE: TICC Shelf N-2 Undertaking
Attachments: DOC001.PDF
Good afternoon,

Per your voice message to John Mahon, please find attached a mark-up of the undertaking to reference Section 8(c) of
the Securities Act of 1933. Please let us know if this insertion works for you.

Thanks,

Vlad

Vlad Bulkin  | Associate  | 202.383.0815

To learn more about alternative fund structures and our BD C and Alternative Assets Practice Group, please visit
www.publiclytradedprivateequity.com .

From:  Mahon, John
Sent:  Tuesday, February 28, 2012 12:19 PM
To: 'pfordter@sec.gov'; 'rupertk@sec.gov'
Cc: Boehm, Steven; Bulkin, Vlad
Subject:  Fw: TICC Shelf N-2 Undertaking
Rich/Kevin:

As a follow up to my voicemail  to Rich earlier today, after discussing  your requested  undertaking  with TICC, they have
asked that we make the change to include the rights offering undertaking  you mentioned  when we spoke earlier today.
To that end, please find attached a proposed  undertaking,  based on what THL Credit included in their recent shelf N‐2. If
you're comfortable  with the proposed  edit, we would propose to file TICC's pre‐effective amendment  later this
afternoon.
 Please feel free to call us if you have any questions.
 Regards,

John
 John J. Mahon
Partner
SUTHERLAND
1275 Pennsylvania
Avenue, NW
Washington,  DC 20004
202.383.0515  direct

2202.637.3593  facsimile
202.641.4481  mobile

From : Bulkin, Vlad
Sent: Tuesday, February 28, 2012 11:25 AM
To: Mahon, John
Subject : TICC Shelf N-2 Undertaking

John,

Please find attached a mark-up of TICC's shelf N-2, reflecting the undertaking with respect to rights offerings that we will
be inserting into the N-2 in response to the SEC's comment.

Thanks,

Vlad

Vlad Bulkin  | Associate

Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue NW | Washington, DC 20004-2415 202.383.0815 direct | 202.637.3593 facsimile
vlad.bulkin@sutherland.com | www.sutherland.com Biography
 | Download vCard

To learn more about alternative fund structures and our BD C and Alternative Assets Practice Group, please visit
www.publiclytradedprivateequity.com .

CIRCULAR 230 DISCLOSURE:  To comply with Treasury Department regulations, we info rm you that, unless otherwise expressly indicated, any tax
advice contained in this communication (incl uding any attachments) is not intended or written to be used, and cannot be used, f or the purpose of (i)
avoiding penalties that may be imposed under the Internal Revenue Code or any other applicable tax law, or (ii) promoting, mark eting or recommending
to another party any transaction, arrangement, or other matter.

This e-mail message is intended only for the personal use of the recipient(s) named above. This message may be an attorney-clie nt communication and
as such privileged and confidential. If you are not an intended re cipient, you may not review, copy, or distribute this message . If you have received this
communication in error, please no tify us immediately by e-mail and delete the original message.

1Rupert, Kevin C.
From: Mahon, John [John.Mahon@sutherland.com]
Sent: Thursday, February 23, 2012 8:12 PM
To: Rupert, Kevin C.
Cc: Pfordte, Richard; Boehm, Steven; Bulkin, Vlad
Subject: TICC Capital Corp.
Attachments: merge.PDF
Kevin:

Please find attached a response letter addressing the comments you provided on Friday, February 17, 2012 with respect
to Amendment No. 2 to TICC Capital's shelf registration statem ent on Form N-2.  Also attached to the response letter are
marked pages indicating proposed changes to TICC Capital's disclosure in response to your comments.  Both are being
filed as correspondence on EDGAR as well.

In addition, based on a conversation we had earlier today with your colleague, John Russo, from the Office of the Chief
Accountant for the Division of Investment Management, it is our understanding that TICC C apital should follow the 60-day
time period set forth in Rule 3-18 of Regulation S-X with resp ect to determining when the financial statements included in
its registration statement would be considered "stale."  In view  of the that discussion, TICC Capital has asked us to check
on the feasibility of seeking effectiveness of its current registration  statement prior to the ex piration of the 60-day period
set forth in Rule 3-18, which will occur early next week , assuming that you are co mfortable with, and that TICC
Capital files a pre-effective amendment prior to effe ctiveness that conforms to the attached responses.  Any guidance that
you could provide would be greatly appreciated.

Please feel free to call us if you have any questions.
 Regards,

John

John J. Mahon  | Partner

Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue NW  | Washington, DC 20004-2415
202 383.0515 direct | 202.641.4481 mobile | 202.637.3593 facsimile
john.mahon@sutherland.com  | www.sutherland.com
Biography  | Download vCard

To learn more about alternative fund structures and our BD C and Alternative Assets Practice Group, please visit
www.publiclytradedprivateequity.com .

CIRCULAR 230 DISCLOSURE:  To comply with Treasury Department regulations, we info rm you that, unless otherwise expressly indicated, any tax
advice contained in this communication (incl uding any attachments) is not intended or written to be used, and cannot be used, f or the purpose of (i)
avoiding penalties that may be imposed under the Internal Revenue Code or any other applicable tax law, or (ii) promoting, mark eting or recommending
to another party any transaction, arrangement, or other matter.

This e-mail message is intended only for the personal use of the recipient(s) named above. This message may be an attorney-clie nt communication and
as such privileged and confidential. If you are not an intended re cipient, you may not review, copy, or distribute this message . If you have received this
communication in error, please no tify us immediately by e-mail and delete the original message.

 ˆ200F1QF12lxGlbl!hŠ
200F1QF12lxGlbl!
149015 CORRESP4 1 TICC CAPITAL CORP.
FORM N-223-Feb-2012 19:18 EST
HTM WDCRR Donnelley ProFile SER taboj0sw 5*
ESS 0CPA8710AC332313
10.10.10
Page 1 of 1
[Letterhead of Sutherland Asbill & Brennan LLP]
February 23, 2012
VIA EDGAR
Mr. Kevin C. Rupert
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Registration Statement on Form N-2
Filed February 11, 2011
File No. 333 -172214
Dear Mr. Rupert:
On behalf of TICC 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 (the
“Commission” ) to the Company on February 17, 2012 with respect to Amendment No. 2 to the Company’s registration statement on
Form N-2 (File No. 333-172214), filed with the Commission on February 1, 2011 (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. Where
revisions to the Prospectus are indicated in the Company’s responses set forth below, such revisions have been included in the marked
pages attached as an exhibit hereto.
General

The Company confirms that it will make the above-requested revisions to its Schedule of Investments as of December 31, 2011
in res ponse to the Staff’s comment.   Re: TICC Ca pital Cor p.
1. We note your reference to investments that have a “payment-in-kind,” or “PIK” interest feature in footnote no. 3 to the
Company’s Schedule of Investments as of September 30, 2011. Please confirm that the Company will revise its Schedule of
Investments in future filings to include a separate category for those investments that have a PIK interest component. In
addition, please confirm that the Company will provide sub-totals for each category within its future Schedules of Investments.

 ˆ200F1QF12lv0x%oVhŠ
200F1QF12lv0x%oV
149015 CORRESP4 2 TICC CAPITAL CORP.
FORM N-223-Feb-2012 16:51 EST
HTM WDCRR Donnelley ProFile SER teetl0sw 2*
ESS 0CPA8710AC344924
10.10.10
Page 1 of 1
Mr. Kevin C. Rupert
February 23, 2012
Page 2

The Company has revised the disclosure set forth in the “Senior Securities” section of the Prospectus in response to the Staff’ s
comment by including as exhibits the reports on the senior securities table relating to December 31, 2007 and 2006.

The Company confirms that it will file a consent relating to the annual financial statements from its auditors by means of a po st-
effective amendment to the Registration Statement each time it includes any additional financial statements in a prospectus supplement used under the Registration Statement.

The Company confirms that it understands that the Staff has not passed on or approved the Company’s analysis regarding the
Company’s zero percent interest rate investment in GenuTec Business Solutions, or the disclosure contained in the Prospectus pertaining thereto.

Summary

The Company has revised the disclosure set forth under the “Summary,” “MD&A” and “Business” sections of the Prospectus in
response to the Staff’s comment.
Fees and Expenses
  2. Please confirm that the tabular information set forth under the “Senior Securities” section of the Prospectus has been audited ,
as required by Instruction 8 to Item 4.1 of Form N-2.
3. We note the Company’s response to the Staff’s prior comment no. 2, but continue to believe a consent is required for inclusio n
of any additional financial statements, including unaudited interim financial statements, in a prospectus supplement relating t o
an offering off of the Registration Statement. Please confirm that the Company will file such a consent from its auditors via a
post-effective amendment each time it include any additional financial statements in a prospectus supplement.
4. We note the Company’s response to the Staff’s prior comment no. 14. Please confirm that the Company understands that the
Staff has not passed on or approved the Company’s analysis regarding the Company’s zero percent interest rate investment in GenuTec Business Solutions, or the disclosure contained in the Prospectus pertaining thereto.
5. Please revise the disclosure set forth in the “Summary” section of the Prospectus to clarify that the investments held by the
Company would generally be considered to fall below investment grade.
6. Please revise the “Example” set forth in the “Fees and Expenses” section of the Prospectus to show the impact of the incentive
fee payable to the Company’s investment adviser.

 ˆ200F1QF12lv11b4!AŠ
200F1QF12lv11b4!
149015 CORRESP4 3 TICC CAPITAL CORP.
FORM N-223-Feb-2012 16:51 EST
HTM WDCRR Donnelley ProFile SER teetl0sw 2*
ESS 0CPA8710AC344924
10.10.10
Page 1 of 1
Mr. Kevin C. Rupert
February 23, 2012
Page 3
The Company has revised the disclosure set forth in the “Fees and Expenses” section of the Prospectus in response to the Staff’ s
comment.

The Company has revised the disclosure set forth in the “Fees and Expenses” section of the Prospectus in response to the Staff’ s
comment.
Part C – Other Information

The Company respectfully refers the Staff to the disclosure set forth in the final paragraph under Item 30 of Part C of the
Registration Statement.
*            *            *
If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or
John J. Mahon at (202) 383-0515.
Sincerely,
/s/ Steven B. Boehm
Steven B. Boehm

John J. Mahon, Es q. / Sutherland Asbill & Brennan LLP 7. Please revise the tabular disclosure in the “Fees and Expenses” section of the Prospectus to reflect the estimated amount of
preferred stock the Company anticipates issuing under the Registration Statement, rather than including such disclosure in the
related footnotes to such tabular disclosure.
8. Please confirm that the Company has included in the Registration Statement the undertaking required by Rule 484 under the
Securities Act of 1933, as amended.
cc: Jonathan H. Cohen / TICC Ca pital Cor p.

 ˆ200F1QF12luw$%dWtŠ
200F1QF12luw$%dW
149015 TX 1 TICC CAPITAL CORP.
FORM N-223-Feb-2012 16:37 EST
CURR 23-Feb-2012 16:19 EST PS WDCRR Donnelley ProFile SER tysoa0sw 18*
PMT 1CPA8710AC350842
10.10.10
SUMMARY
The following summary contains basic information about offerings pursuant to this prospectus. It may not
contain all the information that is important to you. For a more complete understanding of offerings pursuant tothis prospectus, we encourage you to read this entire prospectus and the documents to which we have referred inthis prospectus, together with the accompanying prospectus supplements including the risks set forth under thecaption “Risk Factors” in this prospectus and the accompanying prospectus supplement and the information setforth under the caption “Where You Can Find Additional Information” in this prospectus.
Except where the context requires otherwise, the terms “TICC,” “Company,” “we,” “us” and “our” refer
to TICC Capital Corp. together with its subsidiaries, TICC Capital Corp. 2011-1 Holdings, LLC (“Holdings”)and TICC CLO LLC (“Securitization Issuer” or “TICC CLO”); “TICC Management” refers to TICCManagement, LLC; and “BDC Partners” refers to BDC Partners, LLC.
Overview
We are a specialty finance company principally providing capital to primarily non-public small- to medium-
sized companies. Our investment objective is to maximize our portfolio’s total return. Our primary focus is toseek current income by investing primarily in corporate debt securities. Our debt investments may includebilateral loans (loans where we hold the entirety of a particular loan) and syndicated loans (those where multipleinvestors hold portions of that loan). We have and may continue to invest in structured finance investments,including collateralized loan obligation (“CLO”) investment vehicles, that own debt securities. We may also seekto provide our stockholders with long-term capital growth through the appreciation in the value of warrants orother equity instruments that we may receive when we make debt investments or equity investments. We mayalso invest in publicly traded debt and/or equity securities. As a business development company (“BDC”), wemay not acquire any asset other than “qualifying assets” unless, at the time we make the acquisition, the value ofour qualifying assets represents at least 70% of the value of our total assets.
Our capital is generally used by our portfolio companies to finance organic growth, acquisitions,
recapitalizations and working capital. Our investment decisions are based on extensive analysis of potentialportfolio companies’ business operations supported by an in-depth understanding of the quality of their recurringrevenues and cash flow, variability of costs and the inherent value of their assets, including proprietary intangibleassets and intellectual property.
We expect that our investments will generally range from $5 million to $30 million each, although this
investment size may vary proportionately as the size of our capital base changes and market conditions warrant,and accrue interest at fixed or variable rates.
While the structures of our investments vary, we invest primarily in the debt of middle-market companies.
We seek to invest in entities that, as a general matter, have been operating for at least one year prior to the date ofour investment and that will, at the time of our investment, have employees and revenues, and are cash flowpositive. Many of these companies will have financial backing provided by private equity or venture capitalfunds or other financial or strategic sponsors at the time we make an investment. The types of portfolio
companies in which we invest, however, will generally be considered below investment grade.
We have historically and may in the future continue to borrow funds to make investments. As a result, we
may be exposed to the risks of leverage, which may be considered a speculative investment technique.Borrowings, also known as leverage, magnify the potential for gain and loss on amounts invested and thereforeincrease the risks associated with investing in our securities. In addition, the costs associated with ourborrowings, including any increase in the management fee payable to our investment adviser, TICCManagement, will be borne by our common stockholders.
1

 ˆ200F1QF12luyVlB@RŠ
200F1QF12luyVlB@
149015 TX 11 TICC CAPITAL CORP.
FORM N-223-Feb-2012 16:40 EST
CURR 23-Feb-2012 16:19 EST PS WDCRR Donnelley ProFile SER tysoa0sw
START PAGE12*
PMT 1CPA8710AC350842
10.10.10
FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses that you will bear
directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates andmay vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees orexpenses paid by “us” or “TICC,” or that “we” will pay fees or expenses, you will indirectly bear such fees orexpenses as an investor in TICC.
Stockholder transaction expenses:
Sales load (as a percentage of offering price) ............................................. — %
(1)
Offering expenses borne by us (as a percentage of offering price) ............................. — %(2)
Dividend reinvestment plan expenses ................................................... None(3)
Total stockholder transaction expenses (as a percentage of offering price) ....................... — %
Annual expenses (as a percentage of net assets attributable to our common stock):
Base management fee ................................................................ 2 . 91%(4)
Incentive fees payable under our investment advisory agreement .............................. 0.92%(5)
Interest payments on borrowed funds .................................................... 1.65%(6)
Acquired fund fees and expenses ....................................................... 0.98%(7)
Other expenses (estimated) ............................................................ 1.01%(8)
Total annual expenses (estimated) .................................................. 7.47%(9)
Example
The following example, required by the SEC, demonstrates the projected dollar amount of total cumulative
expenses that would be incurred over various periods with respect to a hypothetical investment in our commonstock. In calculating the following expense amounts, we assumed we would maintain the current amount ofleverage and that our operating expenses would remain at the levels set forth in the table above. In the event thatshares to which this prospectus relates are sold to or through underwriters, a corresponding prospectussupplement will restate this example to reflect the applicable sales load.
1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on a $1,000 investment, assuming a
5% annual return .............................................. $ 74 $216 $351 $661

CORRESP
1
filename1.htm

Correspondence

 TICC CAPITAL CORP.

 8 Sound Shore Drive, Suite 255

 Greenwich, CT 06830

(203) 983-5275

February 28, 2012

 U.S. Securities and
Exchange Commission

 Division of Investment Management

 100 F Street N.E.

 Washington, DC 20549

 Attn: Mr. Kevin C. Rupert

Re:
TICC Capital Corp.

Registration Statement on Form N-2 (File No. 333-172214)

 Dear Mr. Rupert:

 In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, TICC Capital Corp. (the “Company”) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration
Statement”), including all amendments thereto, to 3:00 p.m., Eastern Time, on February 28, 2012 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:

•

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

•

 should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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;

•

 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

•

 the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

TICC CAPITAL CORP.

By:

 /s/ Jonathan H. Cohen

Jonathan H. Cohen

Chief Executive Officer

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

February 23, 2012

 VIA EDGAR

 Mr. Kevin C. Rupert

Division of Investment Management

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
TICC Capital Corp.

 Registration Statement on Form N-2

 Filed February 11, 2011

 File No. 333-172214

 Dear Mr. Rupert:

 On behalf of TICC 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
(the “Commission”) to the Company on February 17, 2012 with respect to Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-172214), filed with the Commission on
February 1, 2011 (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. Where revisions to the Prospectus are indicated in the Company’s responses set forth below, such revisions have been included in the marked pages attached as an exhibit hereto.

General

1.
We note your reference to investments that have a “payment-in-kind,” or “PIK” interest feature in footnote no. 3 to the Company’s Schedule
of Investments as of September 30, 2011. Please confirm that the Company will revise its Schedule of Investments in future filings to include a separate category for those investments that have a PIK interest component. In addition, please
confirm that the Company will provide sub-totals for each category within its future Schedules of Investments.

 The Company confirms that it will make the above-requested revisions to its Schedule of Investments as of December 31, 2011 in response to the Staff’s comment.

 Mr. Kevin C. Rupert

 February 23, 2012

 Page 2

2.
Please confirm that the tabular information set forth under the “Senior Securities” section of the Prospectus has been audited, as required by Instruction
8 to Item 4.1 of Form N-2.

 The Company has revised the disclosure set forth in the “Senior
Securities” section of the Prospectus in response to the Staff’s comment by including as exhibits the reports on the senior securities table relating to December 31, 2007 and 2006.

3.
We note the Company’s response to the Staff’s prior comment no. 2, but continue to believe a consent is required for inclusion of any additional financial
statements, including unaudited interim financial statements, in a prospectus supplement relating to an offering off of the Registration Statement. Please confirm that the Company will file such a consent from its auditors via a post-effective
amendment each time it include any additional financial statements in a prospectus supplement.

 The Company
confirms that it will file a consent relating to the annual financial statements from its auditors by means of a post-effective amendment to the Registration Statement each time it includes any additional financial statements in a prospectus
supplement used under the Registration Statement.

4.
We note the Company’s response to the Staff’s prior comment no. 14. Please confirm that the Company understands that the Staff has not passed on or
approved the Company’s analysis regarding the Company’s zero percent interest rate investment in GenuTec Business Solutions, or the disclosure contained in the Prospectus pertaining thereto.

The Company confirms that it understands that the Staff has not passed on or approved the Company’s analysis regarding the
Company’s zero percent interest rate investment in GenuTec Business Solutions, or the disclosure contained in the Prospectus pertaining thereto.

 Summary

5.
Please revise the disclosure set forth in the “Summary” section of the Prospectus to clarify that the investments held by the Company would generally be
considered to fall below investment grade.

 The Company has revised the disclosure set forth under the
“Summary,” “MD&A” and “Business” sections of the Prospectus in response to the Staff’s comment.

Fees and Expenses

6.
Please revise the “Example” set forth in the “Fees and Expenses” section of the Prospectus to show the impact of the incentive fee payable to the
Company’s investment adviser.

 Mr. Kevin C. Rupert

 February 23, 2012

 Page 3

The Company has revised the disclosure set forth in the “Fees and Expenses” section of the Prospectus in response to the
Staff’s comment.

7.
Please revise the tabular disclosure in the “Fees and Expenses” section of the Prospectus to reflect the estimated amount of preferred stock the Company
anticipates issuing under the Registration Statement, rather than including such disclosure in the related footnotes to such tabular disclosure.

 The Company has revised the disclosure set forth in the “Fees and Expenses” section of the Prospectus in response to the Staff’s comment.

Part C – Other Information

8.
Please confirm that the Company has included in the Registration Statement the undertaking required by Rule 484 under the Securities Act of 1933, as amended.

 The Company respectfully refers the Staff to the disclosure set forth in the final paragraph under Item 30
of Part C of the Registration Statement.

*            *
 *

 If you have any questions or additional comments concerning the foregoing, please contact the undersigned at
(202) 383-0176 or John J. Mahon at (202) 383-0515.

 Sincerely,

/s/ Steven B. Boehm

 Steven B. Boehm

cc:
Jonathan H. Cohen / TICC Capital Corp.

 John J. Mahon, Esq. / Sutherland Asbill & Brennan LLP

CORRESP
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SEC Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

November 18, 2011

 VIA EDGAR

 Mr. Kevin C. Rupert

Division of Investment Management

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
TICC Capital Corp.

Registration Statement on Form N-2

Filed February 11, 2011

File No. 333-172214

 Dear
Mr. Rupert:

 On behalf of TICC Capital Corp. (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”) to the Company on
February 25, 2011 with respect to the Company’s registration statement on Form N-2 (File No. 333-172214), filed with the Commission on February 11, 2011 (the “Registration Statement”). The Staff’s
comment is set forth below and is followed by the Company’s response.

1.
Please note that the Staff has taken the position that all collateralized loan obligation, or “CLO,” vehicles are not “eligible portfolio
companies” within the meaning of Section 2(a)(46) of the Investment Company Act of 1940, as amended, or the 1940 Act, including those relying on an exclusion from the definition of investment company set forth in Rule 3a-7 thereunder.
Please confirm that the Company will not invest in such CLO vehicles to the extent such investments, together with other investments not qualifying as “good assets” under Section 55(a) of the 1940 Act, exceed the 30% limitation
imposed under Section 55(a).

 The Company acknowledges the Staff’s position with respect to the
treatment of CLO vehicles under Section 2(a)(46) of the 1940 Act, and confirms that it will only make additional investments in CLO vehicles to the extent doing so would not cause the Company to violate the restrictions set forth in
Section 55(a) on the amount of the Company’s total assets that may be invested in “bad assets” (i.e., assets other than those specified in paragraphs (1) through (6) of Section 55(a), and the rules promulgated
thereunder).

 Mr. Kevin C. Rupert

 November 18, 2011

  Page
 2

*        *        *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John
J. Mahon at (202) 383-0515.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:
Jonathan H. Cohen / TICC Capital Corp.

John J. Mahon, Esq. / Sutherland Asbill & Brennan LLP

CORRESP
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Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

April 28, 2011

 VIA EDGAR

 Mr. Kevin Rupert

Division of Investment Management

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
TICC Capital Corp.

 Preliminary
Proxy Materials on Schedule 14A filed April 14, 2011

 File No. 814-00638

Dear Mr. Rupert:

 On
behalf of TICC Capital Corp. (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 with respect to the Company’s preliminary proxy materials on Schedule 14A (File No. 814-00638), filed with the Commission on April 14, 2011
(the “Proxy Materials”). The Staff’s comments are set forth below and are followed by the Company’s responses. In addition, accompanying this correspondence are proposed revisions to the disclosure contained in the
Proxy Materials reflecting the Staff’s comments.

 Proposal III – Approval to Authorize the Company to Issue Convertible
Securities

1.
Please explain why the proposal to issue convertible securities is not required to be approved by a “majority of the outstanding voting securities” within
the meaning of Section 2(a)(42) under the Investment Company Act of 1940, as amended.

 The Company
advises the Staff on a supplemental basis that it intends to seek stockholder approval of the proposal to issue convertible securities in accordance with the requirements of Section 61(a)(3)(A)(iv) under the Investment Company Act of 1940, as
amended (the “1940 Act”), which the Company believes only requires that the proposal be “authorized by the shareholders” of the Company. In particular, the language of

 Mr. Kevin Rupert

 April 28, 2011

  Page
 2

Section 61(a)(3)(A)(iv) does not include a reference to any specific voting requirement under the 1940 Act.

2.
Please revise the disclosure under “Conditions to Issuance” to clarify, if true, that the anti-dilution protections, if implemented, would be designed to
ensure the equitable treatment of the holders of conversion rights relative to current holders of the Company’s outstanding common stock.

 The Company has revised the above-referenced disclosure in response to the Staff’s comment.

3.
Please revise the disclosure under “Conditions to Issuance” to confirm that stockholder approval of the Company’s proposal to authorize the issuance
of convertible securities would not permit the Company to issue senior securities, including debt and preferred stock, in excess of the limits imposed under the 1940 Act.

The Company has revised the above-referenced disclosure in response to the Staff’s comment.

Proposal IV – Approval of New Investment Advisory Agreement

4.
Please revise the disclosure under “Summary of Current and New Advisory Agreements” to discuss the Company’s intention with respect to accrual of
capital gains incentive fees.

 The Company has revised the above-referenced disclosure in response to the
Staff’s comment.

5.
Please revise the disclosure under “Board of Directors Consideration of the New Advisory Agreement” to discuss in greater detail the Board of
Director’s consideration of economies of scale as the Company’s assets grow in its evaluation of the New Advisory Agreement.

 The Company has revised the above-referenced disclosure in response to the Staff’s comment.

General

6.
Please provide the required Tandy representations to the Staff.

 Pursuant to the Staff’s request, in connection with the Staff’s review of the Company’s preliminary proxy statement on Schedule 14A (File No. 814-00638) filed on April 14, 2011,
the Company hereby acknowledges that:

 Mr. Kevin Rupert

 April 28, 2011

  Page
 3

•

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

•

 should the Commission or the Staff clear comments on the filing, it does not foreclose the Commission from taking any action with respect to the
filing;

•

 the action of the Commission or the Staff in advising the Company that it has cleared comments on the filing does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert this action as 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 additional comments concerning the
foregoing, please contact John J. Mahon at (202) 383-0515 or the undersigned at (202) 383-0176.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

 If this proposal is approved, any issuances of warrants, options or rights to subscribe to,
convert to or purchase shares of the Company’s common stock would be made in accordance with Section 61(a)(3) of the 1940 Act, pursuant to which the Company would be permitted to issue securities that may be converted into or exercised for
shares of our common stock at a conversion or exercise price per share not less than our current market price at the date such securities are issued. This conversion or exercise price may, however, be less than our NAV per share (i) at the date
such securities are issued or (ii) at the date such securities are converted into or exercised for shares of our common stock.

Background and Reasons

The Company’s management and the Board of Directors have determined that it would be advantageous to the Company to have the ability
to issue warrants, options or rights to subscribe to, convert to or purchase common stock, which may include convertible preferred stock and convertible debentures, in connection with the financing and capital raising activities of the Company. In
this regard, the debt and equity capital markets in the United States continue to be severely impacted by recent significant write-offs in the financial services sector relating to sub-prime mortgages and the repricing of credit risk in the broadly
syndicated loan market, among other reasons. These events, along with the deterioration of the housing market, have led to continuing general negative economic conditions, which continue to impact the broader capital and credit markets and to reduce
the availability of debt and equity capital for the market as a whole and financial firms in particular. In the past, we were able to readily access the capital and credit markets to finance our investment activities. However, due to the continued
uncertainty in the debt and equity markets, we are concerned that debt or equity capital may not be available to us on favorable terms, or at all. As a result, our ability to issue warrants, options or rights to subscribe to, convert to, or purchase
shares of the Company’s common stock, which may include convertible preferred stock and convertible debentures, may be an effective way for us to raise capital in the current environment.

The Company has no immediate plans to issue any such warrants, options or rights. However, in order to provide flexibility for future
issuances, which typically must be undertaken quickly, the Board of Directors has approved and is seeking stockholder approval of this proposal to issue warrants, options or rights to subscribe to, convert to or purchase shares of common stock
either accompanied by or not accompanied by other securities of the Company. The final terms of any warrants, options or rights (subject to the requirements noted in Section 61 of the 1940 Act), including exercise/conversion price, term and
exercise/conversion requirements would be determined by the Board of Directors at the time of issuance. Also, the nature and amount of consideration that would be received by the Company at the time of issuance and the use of any such consideration
will be considered and approved by the Board of Directors at the time of issuance. You should be aware that the authority sought under this proposal has no expiration.

 Conditions to Issuance

 If the Company’s stockholders approve this
proposal, it will only be able to issue warrants or securities to subscribe for or convert into shares of its common stock pursuant to such stockholder approval so long as the issuance of such securities meets the following conditions:

(i) the exercise or conversion feature of the warrants, options or rights must expire within 10 years of issuance;

(ii) the exercise or conversion price for the warrants, options or rights must not be less than the current market value of the
common stock at the date of the issuance of the warrants, options or rights; and

 (iii) a majority of the Company’s
directors who are not “interested persons” of the Company as defined in the 1940 Act shall have approved each individual issuance of warrants, options or rights and determined that each such issuance is in the best interests of the Company
and its stockholders.

 In addition, if such securities are accompanied by other securities when issued, the securities cannot
be separately transferable unless no class of such securities and the other securities that accompany them has been publicly distributed. In addition, we will remain subject to the limitations on the issuance of senior securities imposed under
the 1940 Act with respect to any debt securities, preferred stock or other senior securities we may issue that contain conversion rights in accordance with this proposal.

 Prior to the time of issuance, the Board of Directors may determine to issue warrants or securities to subscribe for or convert into shares of the Company’s common stock in a registered public
offering or in a private placement either with or without an obligation to seek to register the resale of our common stock resulting from such issuance at the request of the holders. The Board of Directors may also determine to use an underwriter or
placement agent to assist in selling such securities if it concludes that doing so would assist in marketing such securities on favorable terms. Any such sale would be anticipated to result in a potential increase in the number of outstanding shares
of the Company’s common stock. However, Section 61(a) of the 1940 Act limits the number of warrants, options or rights to subscribe to, convert to, or purchase the Company’s common stock that can be issued pursuant to this proposal.
Specifically, the amount of voting securities that would result from the exercise or conversion of all of the Company’s warrants, options or rights to subscribe to, convert to, or purchase the Company’s common stock at the time of issuance
shall not exceed 25% of the Company’s outstanding voting securities.

 18

 In addition, it is possible that the Board of Directors will authorize the issuance of
warrants or securities to subscribe for or convert into shares of the Company’s common stock that contain anti-dilution protections, to the extent permissible under the 1940 Act, and that, as a result of such anti-dilution protections, the
price at which such securities may be exercisable for or convertible into shares of the Company’s common stock may be adjusted to a price less than the current market value per share of the Company’s common stock or the net asset value per
share of the Company’s common stock at the time of such adjustment or at the time of their issuance. Such anti-dilution protections, if granted, would be designed to ensure the equitable treatment of the holders of such warrants
or securities to subscribe for or convert into shares of the Company’s common stock by providing for an adjustment in the number of shares that may be received thereon in the event the total number of outstanding shares of the Company’s
common stock increases as a result of a forward stock split, stock dividend or similar corporate event.

 Key Stockholder
Considerations

 Before voting on this proposal or giving proxies with regard to this matter, stockholders should consider
the potentially dilutive effect of the issuance of warrants, options or rights to subscribe to, convert to, or purchase shares of the Company’s common stock and the expenses associated with such issuances on the NAV per outstanding share of the
Company’s common stock. Because the exercise or conversion price per share at the time of exercise or conversion could be less than the net asset value per share of our common stock at the time of exercise or conversion, and because we would
incur expenses in connection with any such issuance of warrants or convertible debt, such exercise or conversion could result in a dilution of net asset value per share of our common stock at the time of such exercise. Any exercise of warrants or
securities to subscribe for or convert into shares of the Company’s common stock at an exercise or conversion price that is below NAV at the time of such exercise or conversion, would result in an immediate dilution to existing common
stockholders. This dilution would include reduction in NAV as a result of the proportionately greater decrease in a stockholder’s interest in the earnings and assets of the Company and voting interest in the Company than the increase in the
assets of the Company resulting from such issuance.

 The Company cannot state precisely the amount of any such dilution
because it does not know at this time what number of shares of common stock would be issuable upon exercise or conversion of any such securities that are ultimately issued. Because the exercise or conversion price per share could be less than NAV at
the time of exercise or conversion (including through the operation of anti-dilution protections) and because the Company would incur expenses in connection with any issuance of such securities, such issuance could result in a dilution of NAV at the
time of exercise or conversion. The amount of any decrease in NAV is not predictable because it is not known at this time what the exercise or conversion price and NAV will be at the time of exercise or conversion or what number or amount (if any)
of such securities will be issued. Such dilution, however, could be substantial.

 This proposal does not limit the
Company’s ability to issue securities to subscribe for or convert into shares of its common stock at an exercise or conversion price below NAV at the time of exercise or conversion (including through the operation of anti-dilution protections)
so long as such issuance is within the 25% limitation set forth under Section 61(a) of the 1940 Act described above. The only requirement with respect to the exercise or conversion price is that it be not less than the lesser of the market
value per share of the Company’s common stock and the net asset value per share of the Company’s common stock on the date of issuance.

 The 1940 Act establishes a connection between common stock sale price and NAV because, when stock is issued at a price below NAV, the resulting increase in the number of outstanding shares is not
accompanied by a proportionate increase in the net assets of the issuer. The Board of Directors of the Company will consider the potential dilutive effect of the issuance of warrants or securities to subscribe for or convert into shares of the
Company’s common stock when considering whether to authorize any such issuance.

 If this proposal is approved, no further
authorization from stockholders will be solicited by the Company prior to the issuance of any warrants, options or rights to subscribe to, convert to or purchase shares of common stock.

 Required Vote

 Approval of this proposal requires the affirmative vote of a
majority of the votes cast at the Annual Meeting in person or by proxy. Abstentions and Broker Non-Votes will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted for the proposal to au

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENTFebruary 25, 2011
Steven B. Boehm, Esq.
Sutherland Asbil & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004
RE: TICC Capital Corp.
File Nos.: 333-172214 and 814-00638
Dear Mr. Boehm:
We have received the registration statement on Form N-2 of
TICC Capital Corp. (the "Fund"), which was filed on February 11, 2011,
2010, with respect to a shelf offering under Rule 415 under the
Securities Act of 1933 ("1933 Act"). The Fund may offer, in one or
more offerings, up to $40,000,000 of its common stock.
Your cover letter represented that the disclosure contained in the
registration statement is substantially similar to the disclosure contained
in the Fund's registration statement on Form N-2 (File No. 333-
169061) (the "Prior Registration Statement"), initially filed with the
Commission on August 26, 2010 and declared effective, as amended,
on November 17, 2010. Your letter notes that you have made certain
material changes based on developments occurring after the effective
date of the Prior Registration Statement. We understand that these
changes are generally limited to biographical updates and modified
disclosure regarding the Fund's portolio composition.
Based on the similarity of the Prior Registration Statement, you
requested no review of the registration statement. Pursuant to Release
No. 33-6510 and in reliance upon the representations contained in your
letter dated February 11, 2011, we have not reviewed the registration
statement. You are reminded that the burden of full and fair
disclosure rests with the registrant, its counsel, and others engaged in
the preparation of its registration statement.
Notwithstanding our lack of comment, in the event the Fund
requests acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that

. should the Commission or the staff, acting pursuant to delegated
authority, declare the filríg effective, it does not foreclose the
Commission from taking any action with respect to the filng;
. the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
. the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division of
Investment Management in connection with our review of your filing or
in response to our comments on your filng.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilties." We wil act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
* * * * * *
Should you have any questi6nsregarding this letter, pleasecontact me at (202) 551-6966."'
Sincerely,
~e
Kevin C. Rup
Accountant
....2'

CORRESP
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SEC Letter

 [Letterhead of Sutherland Asbill & Brennan LLP]

 February 11, 2011

 VIA EDGAR

 Mr. Kevin C. Rupert

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:

TICC Capital Corp.

Registration Statement on Form N-2 filed February 11, 2011

 Dear Mr. Rupert:

 On behalf of TICC Capital Corp. (the
“Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission afford the Company’s registration statement on Form N-2, filed with the Commission on February 11, 2011 (the
“Registration Statement”), a no review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained in the Registration Statement contains no material changes from the disclosure included in the Company’s
registration statement on Form N-2 (File No. 333-169061) (the “Prior Registration Statement”), initially filed with the Commission on August 26, 2010 and declared effective, as amended, on November 17,
2010, except for the inclusion of recent material developments pertaining to the Company since the effective date of the Prior Registration Statement.

*        *        *

 If you have any questions or additional comments concerning
the foregoing, please contact John J. Mahon at (202) 383-0515, or the undersigned at (202) 383-0176.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:

John J. Mahon

CORRESP
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Acceleration Request

 TICC CAPITAL CORP.

 8 Sound Shore Drive, Suite 255

 Greenwich, CT 06830

 (203) 983-5275

 November 17, 2010

 U.S. Securities and Exchange Commission

 Division of Investment Management

100 F Street N.E.

 Washington, DC 20549

 Attn: Mr. Kevin C. Rupert

Re:
TICC Capital Corp.

Registration Statement on Form N-2 (File No. 333-169061)

 Dear Mr. Rupert:

 In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, TICC Capital Corp. (the “Company”) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration
Statement”), including all amendments thereto, to 4 p.m., Eastern Time, on November 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:

•

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

•

 should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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;

•

 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

•

 the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

TICC CAPITAL CORP.

By:

/s/ Jonathan H. Cohen

 Jonathan H. Cohen

 Chief Executive Officer

CORRESP
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Correspondence

 [Letterhead of
Sutherland Asbill & Brennan LLP]

 November 9, 2010

VIA EDGAR

Mr. Kevin C. Rupert

 Division of Investment Management

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:

TICC Capital Corp.

Registration Statement on Form N-2

Filed August 26, 2010

File No. 333-169061

Dear Mr. Rupert:

On behalf of TICC 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 (the “Commission”) to the Company on November 5, 2010 with respect
to the Company’s registration statement on Form N-2 (File No. 333-169061), filed with the Commission on August 26, 2010 (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. The revisions to the Prospectus referenced in the below responses are set forth in Amendment No. 2 to the
Registration Statement, filed with the Commission concurrently herewith.

1.

With reference to comment 3 as set forth in the Staff comment letter of October 12, 2010 (the “Letter”) with respect to the
Registration Statement, please confirm that the increased expenses reflected in the “Fees and Expenses” table in the Prospectus reflect actual expenses experienced as of the most recent quarter end.

 The Company advises the Staff on a supplemental basis that
the expenses reflected in the “Fees and Expenses” table in the Prospectus reflect actual expenses as of the end of the last quarter.

2.

Please confirm supplementally your understanding that the Staff takes no position with respect to the Company’s use of enterprise value as the basis for the
fair valuation of its assets for which market values are not available.

 Mr. Kevin C. Rupert

November 9, 2010

 Page 2

 The Company
confirms to the Staff on a supplemental basis that it understands that the Staff takes no position with respect to the Company’s use of enterprise value as the basis for the fair valuation of its assets for which market values are not
available.

3.

In connection with the Company’s reliance on enterprise value for the fair valuation of its assets, please confirm that such valuation method takes into account
whether an acquiror of the issuer of the debt held by the Company might be able to impact the value of the debt by, e.g., subjecting the issuer of such debt to a greater level of debt, thus lowering the priority of the debt of such issuer held by
the Company and thus decreasing the value of the debt held by the Company.

 The Company confirms to the Staff that the Company’s reliance on enterprise value as one of the factors in the fair valuation of its assets takes into account, as applicable, whether an acquiror of
the issuer of the debt held by the Company might be able to impact the value of the debt held by the Company.

4.

With reference to comment 9 in the Letter, please add additional risk disclosure as appropriate with respect to the Company’s collateralized loan obligation
(“CLO”) investment activity addressed therein, or advise the Staff supplementally that you have concluded that such additional risk disclosure is not necessary.

 The Company believes, upon the advice of counsel, that such additional risk disclosure is not necessary. This
conclusion is based primarily on the fact that sufficient risk disclosure with respect to the Company’s CLO investment activity is already included in the “Risk Factors” section of the Prospectus.

5.

With reference to comment 13 in the Letter, has any incentive fee been paid on original issue discount income that was amortized? The Staff notes that the historical
financial statements for the Company indicate that while the cost basis attributable to the GenuTec Business Solutions, Inc. (“GenuTec”) investment has increased, which the Staff assumes is based on the
amortization of the original issue discount, the Staff notes that the fair value of the GenuTec investment has not increased. Please explain. Further, please provide additional disclosure to explain whether original issue discount income is included
as a factor in the determination of fair value of the Company’s investments.

 The Company advises the Staff supplementally that the Company has earned interest income over the life of the Company’s investment in GenuTec, which interest income is used in the calculation of the
Company’s income incentive fee. We confirm that the Staff is correct in its assumption that the cost basis of the GenuTec investment has increased due to the amortization of the original issue discount consistent with the requirements of
generally accepted accounting principles. The Company notes further that essentially all of the income arising from the amortization of original issue discount is, in fact, and as is the case with all of the Company’s investments similarly
situated, distributed to shareholders, consistent with the requirements associated with taxation as a regulated investment company. The Company confirms to the Staff that it determines on a quarterly

 Mr. Kevin C. Rupert

November 9, 2010

 Page 3

basis whether original issue discount income should be considered collectible for such investments and the Company also considers original issue discount income as one of the factors in
determining the fair value of the Company’s investments. The Company has revised the above-referenced disclosure set forth in the Prospectus in response to the Staff’s comment.

6.

Please advise the Staff supplementally as to whether the Company accrues an expense for the potential capital gains incentive fee payable in a situation where the
Company has accrued unrealized appreciation.

 The Company acknowledges the Staff’s position as orally conveyed to the Company during a telephonic conversation on November 8, 2010. The Company advises the Staff supplementally, and as the Company
discussed with the Staff on November 8, 2010, that this type of accrual would have no material impact on the Company’s current or prior financial statements given the complexion of realized and unrealized losses in the Company’s
investment portfolio.

7.

Please extend the third sentence of footnote (4) for twelve months from the date of the prospectus (as compared to December 31, 2010), or revise the fee
table as needed.

 The Company
has revised the above-referenced disclosure set forth in the Prospectus in response to the Staff’s comment.

8.

In footnote 7 of the “Fees and Expenses” table of the Prospectus, please insert “as a percentage of net assets” after “the amount of such
expenses.”

 The Company has
revised the above-referenced disclosure set forth in the Prospectus in response to the Staff’s comment.

*        *        *

 If you have any questions or additional comments concerning
the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:

Jonathan H. Cohen / TICC Capital Corp.

John J. Mahon, Esq. / Sutherland Asbill & Brennan LLP

CORRESP
1
filename1.htm

Acceleration Letter

 TICC CAPITAL CORP.

 8 Sound Shore Drive, Suite 255

 Greenwich, CT 06830

 (203) 983-5275

 November 12, 2010

 U.S. Securities and Exchange Commission

 Division of Investment Management

100 F Street N.E.

 Washington, DC 20549

 Attn: Mr. Kevin C. Rupert

Re:
TICC Capital Corp.

Registration Statement on Form N-2 (File No. 333-169061)

 Dear Mr. Rupert:

 In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, TICC Capital Corp. (the “Company”) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration
Statement”), including all amendments thereto, to 4 p.m., Eastern Time, on November 15, 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:

•

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

•

 should the Securities and Exchange Commission (the “Commission”) or the staff thereof (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;

•

 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

•

 the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

TICC CAPITAL CORP.

By:

/s/ Jonathan H. Cohen

 Jonathan H. Cohen

 Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENTOctober 12, 2010
Steven B. Boehm, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004
RE: TICC Capital Corp.
File Nos.: 333-169061 and 814-00638
Dear Mr. Boehm:
We have reviewed the registration statement on Form N-2 of
TICC Capital Corp. (the "Fund"), which was filed on August 26, 2010,
for a universal shelf offering under Rule 415 under the Securities Act
of 1933 ("1933 Act"). The Fund may offer, in one or more offerings or
series, up to $50,000,000 of its common stock, preferred stock,
subscription rights to purchase shares of common stock or warrants
representing rights to purchase shares of common stock or preferred
stock.
The preferred stock, subscription rights and warrants being
registered may be convertible or exchangeable into shares of common
stock, at prices and on terms to be described in one or more
supplements to the prospectus. In the event the Fund offers common
stock, the offering price per share of the common stock, less any
underwriting commissions or discounts, will generally not be less than
the net asset value per share of the common stock at the time of the
offering. The Fund may however, issue shares of its common stock
pursuant to the prospectus at a price per share that is less than the
net asset value per share (i) in connection with a rights offering to
existing stockholders, (ii) with the prior approval of the majority of its
common stockholders or (iii) under such other circumstances as the
SEC may permit.
Pursuant to Release No. 33-6510 and in reliance upon the
representations contained in your letter dated August 27, 2010, we
performed a limited review of the registration statement. Your letter
represented that the disclosure contained in the registration statement is
substantially similar to the disclosure in the Fund's registration

statement filed with the SEC in connection with a rights offering declared
effective on May 16, 2008.
You should consider a comment made with respect to one
section applicable to similar disclosure elsewhere in the registration
statement. We have the following comments.
Page 10
.1. Revise footnote (1) to the fee table to assert that the Example
will also be updated accordingly.
2. Since this shelf offering may also be used for preferred stock,
please add a footnote undertaking to revise the fee table accordingly
(annual expenses must be presented as a percentage of net assets
attributable to common stock and a line item for dividends on
preferred shares should be included, with appropriate revisions to the
leverage disclosure).
3. We note that Fund expenses appear to be increasing, inasmuch
the Fund's expense ratio for the year ended December 31, 2009 was
3.40% and the Fund's expense ratio for the 3 months ended June 30,
2010 was 4.01 %. The fee table presents gross expenses of 3.54%.
Please explain supplementally why 3.54% is the correct expense ratio
in light of the Fund's recent expense ratio history and revise the
disclosure as needed.
4. Please explain if the acquired fund fees and expenses line
includes the proportional expenses of all of the Fund's investments in
debt and equity collateralized loan obligations ("CLOs"). If not, why
not? Please explain in your response letter the status of these
products under the Investment Company Act of 1940 ("1940 Act").
PaGe 11
5. please extend the second sentence of footnote (6) for 12 months
from the date of the prospectus (as compared to December 31, 2010),
or revise the fee table as needed.
PaGe 33
6. In the first paragraph, for comparative purposes disclose the
Fund's interest income that is other than PIK for the periods discussed.
2

Paae 36
7. Disclose that the Fund's fair value policies and procedures are in
writing, and in accordance with Section 2(a)(41) of the 1940 Act.
8. In the second full paragraph, the Fund states that "the process
for determining the fair value of a bilateral investment begins with
determining the enterprise value of the portfolio company". Why is
enterprise value the appropriate starting point in a fair value analysis?
Is determining fair value by use of an enterprise methodology ever
appropriate absent control? Please explain and revise the disclosure
accordingly. See Section 2(a)(41) of the 1940 Act and SFAS No. 157,
Fair Value Measurements, which is codified in FASB ASC Topic 820,
Fair Value Measurements and Disclosures.
Page 37
9. Disclose the maximum percentage of Fund assets that may be
invested in CLOs. Will the Fund invest in any CLOs where all of the
information listed in the third sentence of the last paragraph is
unavailable to it? What is the role, if any, of the broker that provides
indicative prices and that arranges transactions in such investment
vehicles, in the actual creation of such investment vehicles?
10. What is the benefit of investing in CLOs as compared to a direct
investment? What rights, if any, does the Fund have in the event of
default or non-payment? Is the Fund exposed to any risks given the
overseas locations for the issuers of the CLOs and collateralized debt
obligations ("CDOs")? Please distinguish between CLOs and CDOs. Is .
there any leverage or management fee associated with the CLOs or
CDOs? Will the financial statements of the CLOs and CDOs be
available to the Fund for its fair value analysis? Revise the disclosure
as needed, consistent with these comments. We may have further
comment.
11. Disclose whether the Fund's loans are expected to fully amortize
during their lifetime. If not, revise the disclosure accordingly.
Page 42
12. Insert the word "internal" before the word "credit" in the first
sentence of the last paragraph.
Paae 44
3

13. Please explain how and why a Fund investment is structured to
carry a zero interest rate (through October 30, 2014). Does this, in
any way, disadvantage shareholders as to the payment of any
component of the income or capital gain incentive fee?
General
14. Please inform us whether the officers, directors, and beneficial
owners of more than 10% of the Fund's securities have filed or will file
the ownership reports (Forms 3, 4, and 5) required by Section 16(a) of
the Securities Exchange Act of 1934.
15. Since the Fund, in one or more offerings or series, may offer up
to $50,000,000 of its common stock, preferred stock, subscription
rights to purchase shares of common stock or warrants representing
rights to purchase shares of common stock or preferred stock, a "form
of" prospectus supplement should be filed for each type of deal.
16. The Fund should provide the Rule 430A undertakings under Item
34.5 of Form N-2 if the takedown is to occur soon after effectiveness.
17. With respect to each takedown the Fund should undertake to
provide a firm legal opinion. The Fund should further ensure that
appropriate exhibits are filed or incorporated by reference (e.g.,
underwriting agreements).
18. We note that certain portions of the filing are incomplete. We
may have additional comments on such portions when you complete
them in a pre-effective amendment, on disclosures made in response
to this letter, on information supplied supplementally, or on exhibits
added in any pre-effective amendments.
* * * * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for an
informed decision. Since the Fund and its management are in
possession of all facts relating to the fund's disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.
4

Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter,at the time of such request,
acknowledging that
. should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
. the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filng effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
. the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division of
Investment Management in connection with our review of your filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilties. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
* * * * * *
. Should you have any questions regarding this letter, please
contact me at (202) 551-6966.
Sincerely,
5

CORRESP
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Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

August 27, 2010

VIA EDGAR

Mr. Kevin C. Rupert

 Division of
Investment Management

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
TICC Capital Corp.

 Registration
Statement on Form N-2 (File No. 333-169061)

 filed August 26, 2010

Dear Mr. Rupert:

 On
behalf of TICC Capital Corp. (the “Company”), we hereby respectfully request that the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) afford the
Company’s universal shelf registration statement on Form N-2 (File No. 333-169061), filed with the Commission on August 26, 2010 (the “Registration Statement”), a selective review in accordance with Securities
Act Release No. 6510 (February 15, 1984).

 The disclosure contained in the Registration Statement contains no material
changes from the disclosure included in the Company’s registration statement on Form N-2 (File No. 333-149894) (the “Rights Offering Registration Statement”), initially filed with the Commission on March 26,
2008 and declared effective, as amended, on May 16, 2008, which Rights Offering Registration Statement related to the Company’s offering of transferable rights to its stockholders of record entitling such rights holders to subscribe for
shares of the Company’s common stock, except for (i) revisions reflecting material developments relating to the Company during the fiscal year ended December 31, 2009 and the six months ended June 30, 2010, (ii) information
specific to the terms and manner of the securities that may be offered pursuant to the Registration Statement, and (iii) the inclusion of annual audited financial statements and related financial data for the year ended December 31, 2009
and unaudited interim financial statements and related financial data for the six months ended June 30, 2010, together with disclosure relating thereto.

*        *        *

If you have any questions or additional comments concerning the foregoing, please contact John J. Mahon at (202) 383-0515, or the
undersigned at (202) 383-0176.

 Kevin C. Rupert

August 27, 2010

 Page 2

Sincerely,

 /s/ Steven B. Boehm

Steven B. Boehm

cc:
John J. Mahon

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

April 22,
2010

 VIA EDGAR

Mr. Kevin Rupert

 Division of Investment
Management

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
TICC Capital Corp.

Preliminary Proxy Materials on Schedule 14A filed April 14, 2010

File No. 814-00638

 Dear
Mr. Rupert:

 On behalf of TICC Capital Corp. (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
with respect to the Company’s preliminary proxy materials on Schedule 14A (File No. 814-00638), filed with the Commission on April 14, 2010 (the “Proxy Materials”). The Staff’s comments are set forth below
and are followed by the Company’s responses. In addition, accompanying this correspondence are proposed revisions to the disclosure contained in the Proxy Materials reflecting the Staff’s comments.

Proposal III – Approval to Authorize the Company to Issue Convertible Securities

1.
Please explain why the proposal to issue convertible securities is not required to be approved by a “majority of the outstanding voting securities” within
the meaning of Section 2(a)(42) under the Investment Company Act of 1940, as amended.

 The Company
advises the Staff on a supplemental basis that it is seeking stockholder approval of the proposal to issue convertible securities in accordance with the requirements of Section 61(a)(3)(A)(iv) under the Investment Company Act of 1940, as
amended (the “1940 Act”), which the Company believes only requires that the proposal be “authorized by the shareholders” of the Company. In particular, the language of Section 61(a)(3)(A)(iv) does not include a
reference to any specific voting requirement under the 1940 Act.

2.
Please revise the disclosure under “Conditions to Issuance” to clarify who would be benefited by the anti-dilution protections referenced in your current
disclosure.

 The Company has revised the above-referenced disclosure in response to the Staff’s comment.

 Proposal IV – Stockholder Proposal – Response of the Board of Directors

3.
Please revise your disclosure to clarify the source for the information included in the tabular information in this section of your proxy statement.

 The Company has revised the above-referenced disclosure in response to the Staff’s comment.

4.
Please revise the tabular disclosure included in this section to describe how each of the line items (e.g., dividend yield, expense ratio, etc.) were calculated.

 The Company has revised the above-referenced disclosure in response to the Staff’s comment.

5.
Please revise the tabular disclosure included in this section to clarify whether the mean figures included in such tables were calculated on a dollar-weighted
average basis.

 The Company has revised the above-referenced disclosure in response to the Staff’s
comment.

6.
Please revise the final paragraph in the section entitled “Investment Performance” to provide information regarding your performance since 2007.

 The Company has revised the above-referenced disclosure in response to the Staff’s comment.

 Mr. Kevin Rupert

April 22, 2010

  Page
 2

7.
Please revise the final paragraph in the section entitled “Investment Judgment” to clarify that the statements contained therein reflect the Company’s
beliefs, rather than statements of fact.

 The Company has revised the above-referenced disclosure in response
to the Staff’s comment.

8.
Please revise the tabular disclosure included under “Compensation of TICC Management” to clarify the scope of business development companies from which the
information included in the table was derived.

 The Company has revised the above-referenced disclosure in
response to the Staff’s comment.

9.
Please revise your disclosure to further clarify why a share repurchase program would not have been more accretive to stockholders than the acquisition of additional
portfolio investments.

 The Company has revised the above-referenced disclosure in response to the
Staff’s comment.

10.
Please revise any references to prospective returns to clarify that there can be no assurance that such returns will be achieved.

The Company has revised the above-referenced disclosure in response to the Staff’s comment.

11.
We note that the Company is non-diversified. Please revise your disclosure throughout this section of your proxy materials to remove any references to the terms
“diversification” or “investment concentration.”

 The Company has revised the
above-referenced disclosure in response to the Staff’s comment.

12.
Please revise the third to last paragraph under the section entitled “Compensation of TICC Management” to clarify that the rights offering undertaken in
2008 was dilutive to existing investors.

 The Company has revised the above-referenced disclosure in response
to the Staff’s comment.

13.
Please revise the last paragraph under the section entitled “Compensation of TICC Management” to clarify that de-levering has the effect of reducing
volatility in the Company’s net asset value.

 The Company has revised the above-referenced disclosure in
response to the Staff’s comment.

14.
Please revise the section entitled “Required Vote” to note the effect of the approval of the stockholder proposal.

The Company has revised the above-referenced disclosure in response to the Staff’s comment.

General

15.
Please provide the required Tandy representations to the Staff.

Pursuant to the Staff’s request, in connection with the Staff’s review of the Company’s preliminary proxy statement on
Schedule 14A (File No. 814-00638) filed on April 14, 2010, the Company hereby acknowledges that:

•

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

•

 should the Commission or the Staff clear comments on the filing, it does not foreclose the Commission from taking any action with respect to the
filing;

•

 the action of the Commission or the Staff in advising the Company that it has cleared comments on the filing does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

 Mr. Kevin Rupert

April 22, 2010

  Page
 3

•

 the Company may not assert this action as 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 additional comments concerning the foregoing, please contact John J. Mahon at (202) 383-0515 or the
undersigned at (202) 383-0176.

 Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

 cc:    Jonathan
H. Cohen

 Chief Executive Officer

TICC Capital Corp.

John J. Mahon, Esq.

Sutherland Asbill & Brennan LLP

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							May 31, 2007

Cynthia Krus, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, DC 20004

	Re:	Technology Investment Capital Corp.
		File Nos. 333-142154 and 814-638

Dear Ms. Krus:

	We have reviewed the registration statement on Form N-2 for
the
Technology Investment Capital Corp. ("Fund") filed with the
Commission on April 16, 2007.  We have reviewed the registration
statement and have the following comments.

Prospectus

Cover

      Please advise whether the NASD has reviewed and approved the
terms of the underwriting agreement.

	Please update the information concerning the Fund`s last
reported sales price.

	Please advise the staff how the Fund will file legal opinions
and updated financial statements with the prospectus supplements.

Fees and Expenses

	Please delete the word "none" from where it appears in the
fee
table and replace it
with the numeral zero.

	Please delete the word "estimated" from the line item Total
annual expenses.

	Please remove the footnotes located between the fee fable and
the example, and relocate them after the example.

Risk Factors

Even in the event the value of your investment declines, the
management fee and, in certain circumstances, the incentive fee
will
still be payable

	In this paragraph, delete the word "our" where it precedes
the
words "incentive fee," and replace it with the words "the
adviser`s."
Also, please revise the last sentence of the paragraph, using
plain
English to enhance the clarity of the disclosure.

There are significant potential conflicts of interest, which could
impact our investment returns

      Please disclose how the adviser will allocate a limited
investment opportunity among its clients.  If the adviser does not
use an objective method, such as pro rata weighted assets, then
disclose the risks attendant with subjective allocation of
investment
opportunities by the adviser.

Management Fee

      Please disclose here and in the discussion of risks that the
realization of deferred loan interest may require the Fund to
liquidate assets to pay advisory fees and distributions to
shareholders.  Also, clarify whether the adviser is required to
reimburse the Fund for fees that were based on income accrued on
deferred interest obligations where the obligor subsequently
defaults.

Investment Advisory Agreement

      Please include a graphical representation of the income-
related
portion of the incentive fee.

	Please disclose that the adviser has incentive to shift
expenses
or revenues, and to sell or not sell assets, depending on what
provides the largest incentive fee; i.e., that the adviser may
take
actions for reasons inconsistent with the best interests of
shareholders.

Closing
      We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.  Please note that comments we give in
one
section apply to other sections in the filing that contain the
same
or similar disclosure.

      Please advise us if you have submitted or expect to submit
an
exemptive application or no-action request in connection with your
registration statement.
      Response to this letter should be in the form of a pre-
effective amendment filed pursuant to Rule 472 under the
Securities
Act. Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
   	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.
	If you have any questions prior to filing a pre-effective
amendment, please call me at (202) 551-6965.

							Sincerely,

							Vincent J. Di Stefano
							Senior Counsel
3

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

SEC Letter dated June 6

 [Letterhead of Sutherland Asbill & Brennan LLP]

 June 6,
2007

 Vincent
J. Di Stefano, Esq.

 Senior Counsel

 Division of Investment
Management

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Technology Investment Capital Corp.

Registration Statement on Form N-2 filed on April 16, 2007

File No. 333-142154

 Dear Mr. Di Stefano:

 On behalf of Technology Investment Capital Corp. (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 in a letter dated May 31, 2007 regarding the
Company’s Registration Statement on Form N-2 (File No. 333-142154), as filed on April 16, 2007 (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. The
following responses are accompanied by marked pages indicating proposed edits to the Registration Statement in response to the Staff’s comments.

 Cover Page

1.
Please advise whether the NASD has reviewed and approved the terms of the underwriting agreement.

 The Company confirms to the Staff that it has submitted a copy of the Registration Statement for review by the NASD, and that subsequent to effectiveness
of the Registration Statement, it will submit a copy of any proposed underwriting agreement for review by the NASD prior to the consummation of any offering pursuant thereto. The Company also informs the Staff on a supplemental basis that it has not
yet engaged any

 Mr. Vincent J. Di Stefano

 June 6, 2007

 Page 2 of 5

 underwriters in connection
with any contemplated offerings under the Registration Statement.

2.
Please update the information concerning the Fund’s last reported sales price.

 The Company has updated the information concerning its last reported sales price set forth on the cover page of the Prospectus in response to the
Staff’s comment.

3.
Please advise the staff how the Fund will file legal opinions and updated financial statements with the prospectus supplements.

 The Company believes that the legal opinion to be filed as Exhibit (l) to the Registration Statement, which will address the due authorization and
valid issuance of the common stock registered thereby, as well as the fully paid and non-assessable status of such common stock, will comply with the requirements with respect thereto set forth in Item 25.2(l) of Form N-2, and will not
require the filing of an updated legal opinion in connection with each “takedown” offering from the Registration Statement. Specifically, the Registration Statement refers only to the issuance and sale of common stock, as opposed to
unallocated shelf registration statements where the form of security to be issued is not known as of the date of effectiveness of such registration statement. In addition, the Company confirms that it intends to file a prospectus supplement in
connection with each “takedown” offering from the Registration Statement for the purpose of updating the financial statements and other information included in the Registration Statement as of the date of effectiveness.

 Fees and Expenses

4.
Please delete the word “none” from where it appears in the fee table and replace it with the numeral zero.

 The Company has revised the disclosure contained in the section of the Prospectus entitled “Fees and Expenses” in response to the Staff’s
comment.

5.
Please delete the word “estimated” from the line item Total annual expenses.

 The Company has revised the disclosure contained in the section of the Prospectus entitled “Fees and Expenses” in response to the Staff’s
comment.

6.
Please remove the footnotes located between the fee fable and the example, and relocate them after the example.

 The Company has revised the disclosure contained in the section of the Prospectus entitled “Fees and Expenses” in response to the Staff’s
comment.

 Risk Factors

 Mr. Vincent J. Di Stefano

 June 6, 2007

 Page 3 of 5

 Even
in the event the value of your investment declines, the management fee and, in certain circumstances, the incentive fee will still be payable.

7.
In this paragraph, delete the word “our” where it precedes the words “incentive fee,” and replace it with the words “the adviser’s.” Also,
please revise the last sentence of the paragraph, using plain English to enhance the clarity of the disclosure.

 The
Company has revised the disclosure contained in the above-referenced risk factor in response to the Staff’s comment.

 There are
significant potential conflicts of interest, which could impact our investment returns.

8.
Please disclose how the adviser will allocate a limited investment opportunity among its clients. If the adviser does not use an objective method, such as pro rata weighted
assets, then disclose the risks attendant with subjective allocation of investment opportunities by the adviser.

 The
Company has revised the disclosure set forth in the above-referenced risk factor in response to the Staff’s comment. In addition, the Company informs the Staff on a supplemental basis that the Company is currently the sole client of Technology
Investment Management, LLC (“TIM”), the Company’s investment adviser. The Company does not currently anticipate that TIM will serve as an investment adviser for additional clients in the foreseeable future.

Portfolio Management–Investment Advisory Agreement–Management Fee

9.
Please disclose here and in the discussion of risks that the realization of deferred loan interest may require the Fund to liquidate assets to pay advisory fees and distributions
to shareholders. Also, clarify whether the adviser is required to reimburse the Fund for fees that were based on income accrued on deferred interest obligations where the obligor subsequently defaults.

 The Company respectfully refers the Staff to the disclosure set forth in the fourth paragraph of the section of the Prospectus entitled “Portfolio
Management–Investment Advisory Agreement–Management Fee.” The Company also respectfully refers the Staff to the corresponding disclosure included in the risk factor entitled “Even in the event the value of your investment
declines, the management fee and, in certain circumstances, the incentive fee will still be payable.”

10.
Please include a graphical representation of the income-related portion of the incentive fee.

 Mr. Vincent J. Di Stefano

 June 6, 2007

 Page 4 of 5

 The
Company has revised the disclosure contained in the section of the Prospectus entitled “Portfolio Management–Investment Advisory Agreement–Management Fee” in response to the Staff’s comment.

11.
Please disclose that the adviser has incentive to shift expenses or revenues, and to sell or not sell assets, depending on what provides the largest incentive fee; i.e., that the
adviser may take actions for reasons inconsistent with the best interests of shareholders.

 The Company has revised the
risk factor entitled “There are significant potential conflicts of interest, which could impact our investment returns” in response to the Staff’s comment.

 General

12.
We note that portions of the filing are incomplete. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in
response to this letter, on information supplied supplementally, or on exhibits added in any pre-effective amendments. Please note that comments we give in one section apply to other sections in the filing that contain the same or similar
disclosure.

 The Company acknowledges the Staff’s comment.

13.
Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with your registration statement.

 The Company informs the Staff on a supplemental basis that it does not currently anticipate submitting any exemptive
applications or no-action letter requests in connection with the Registration Statement.

14.
Response to this letter should be in the form of a pre-effective amendment filed pursuant to Rule 472 under the Securities Act. Where no change will be made in the filing in
response to a comment, please indicate this fact in a supplemental letter and briefly state the basis for your position.

 The Company acknowledges the Staff’s comment.

15.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information
investors require for an informed decision. Since the Fund and its management are in possession of all facts relating to the Fund’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 The Company acknowledges the Staff’s comment.

 Mr. Vincent J. Di Stefano

 June 6, 2007

 Page 5 of 5

16.
Notwithstanding our comments, in the event the Fund requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of
such request, acknowledging that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Fund may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 In addition, please be advised that the Division of Enforcement has access to all information you provide
to the staff of the Division of Investment Management in connection with our review of your filing or in response to our comments on your filing.

 The Company acknowledges the Staff’s comment.

 *
*         *

 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

/s/ Cynthia M. Krus

Cynthia M. Krus

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

 June 18, 2007

 Vincent J. Di Stefano, Esq.

Senior Counsel

 Division of Investment Management

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Technology Investment Capital Corp.

 Registration Statement on Form N-2 filed on April 16, 2007

 File No. 333-142154

 Dear Mr. Di Stefano:

 On behalf of Technology
Investment Capital Corp. (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 regarding the Company’s Registration Statement on Form N-2 (File No. 333-142154). The Staff’s comments are set forth below and are followed by the
Company’s responses.

1.
We note your response to prior comment 3. Please provide confirmation that you will file an updated legal opinion by means of a post-effective amendment to the Registration
Statement in connection with each “takedown” offering from the Registration Statement.

 The Company confirms to
the Staff that it will file an updated legal opinion by means of a post-effective amendment to the Registration Statement in connection with each “takedown” offering from the Registration Statement.

2.
We note that the capital gains portion of your investment adviser’s incentive fee is calculated on a year-to-year basis. Please revise your discussion of how the capital
gains portion of the incentive fee is calculated to clarify how your investment adviser’s incentive fee could be effected as a result of using the year-to-year method of calculation.

 The Company has revised the disclosure set forth in the section of the prospectus entitled “Portfolio Management—Investment Advisory
Agreement” in response to the Staff’s comment.

 * * *

 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

 /s/ Cynthia M. Krus

 Cynthia M. Krus

CORRESP
1
filename1.htm

CORRESPONDENCE LETTER

 [Letterhead of Sutherland Asbill & Brennan LLP]

 June 28, 2007

 Vincent J. Di Stefano, Esq.

Senior Counsel

 Division of Investment Management

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Technology Investment Capital Corp.

 Registration
Statement on Form N-2 filed on April 16, 2007

 File No. 333-142154

 Dear Mr. Di Stefano:

 On behalf of Technology Investment Capital Corp. (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 on June 27, 2007 regarding the Company’s Registration Statement on Form N-2 (File No. 333-142154) (the “Registration Statement”), and the prospectus included
therein (the “Prospectus”). The Staff’s comment is set forth below and is followed by the Company’s response.

1.
We note your response to our prior oral comment regarding the calculation of the capital gains portion of your investment adviser’s incentive fee. Please revise your
disclosure to provide greater detail regarding the method of calculation.

 The Company has revised the disclosure set
forth in the section of the Prospectus entitled “Portfolio Management–Investment Advisory Agreement” in response to the Staff’s comment.

 Mr. Vincent J. Di Stefano

 June 28, 2007

 Page 2 of 2

 *                 *                 *

 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

/s/ Cynthia M. Krus

Cynthia M. Krus

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							November 18, 2004

Cynthia Krus, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, DC 20004

	Re:	Technology Investment Capital Corp.
		File Nos. 333-119879 and 814-638

Dear Ms. Krus:

	We have reviewed the registration statement on Form N-2 for
the
Technology Investment Capital Corp. ("Fund") filed with the
Commission on October 21, 2004.  We have reviewed the registration
statement and have the following comments.

Prospectus

Cover

	Please delete the words "Except where the context suggests
otherwise" from the definition of the terms "we," "us," "our" and
"Technology Investment Capital Corp."  Throughout the document,
please use defined terms consistently.  Please clearly distinguish
the Fund and Investment Adviser throughout the document.

      Please disclose that an investment in the Fund presents a
heightened risk of total loss of investment and make prominent the
disclosure that the companies in which the Fund invests are
subject
to special risks.  See Item 1.1.j. of Form N-2.

      Please place the disclosure relating to the overallotment in
the pricing table or a note to it.  See Instruction 4 to Item
1.1.g.
of Form N-2.

      The filing currently does not disclose the ratio of the
rights
offering.  Please note, when the information is completed, that
the
ratio of the offering may not exceed one new share for each three
rights held.  See Association of Publicly Traded Investment Funds
(pub. avail. Aug. 2, 1985).
      Please advise whether the NASD has reviewed and approved the
terms of the underwriting agreement.

Summary

Purpose of the Offer

	The disclosure in this section does not disclose how the
rights
offering would be
"in the best interests of the shareholders."  Please explain
clearly
why the rights offering is in shareholders` best interests.
Please
disclose prominently in this section that the Fund has yet to
invest
approximately $50 million of the proceeds of the initial offering.
Also disclose how the Adviser and the dealer manager will benefit
monetarily from the rights offering.  Please disclose why the Fund
wishes to increase its equity capital when it has yet to invest a
large percentage of its existing capital.

      Please revise this disclosure to state that there is no
assurance that the offering will be successful, or that by
increasing
the size of the Fund, the Fund`s aggregate expenses, and
correspondingly, its expense ratio, will be lowered.  Please make
corresponding revisions throughout the registration statement.

Sale of Rights

	Have the rights been registered under the Securities Exchange
Act of 1934?

Business

	Disclosure in this section indicates the Fund provides
capital
to "technology-related companies," defined there as businesses
that
"focus on" certain specified industries.  Since the word
"technology"
is not modified by "related" in the name of the Fund, please
clarify
that the Fund invests in "technology" companies, rather than
"technology-related` companies.  Also, please disclose that
"technology" companies are companies that derive at least 50% of
their revenues or profits from goods produced or sold, investments
made, or services performed in the technology industry or have at
least 50% of their assets in the technology industry.  Please
advise
supplementally whether the Fund`s portfolio currently meets this
requirement.

      Please add disclosure identifying the types of securities in
which the Fund will invest outside of the 70% required to be
invested
in qualifying investments.  Please note that any investment in
nonqualifying assets must be supported by disclosure that
reconciles
the nonqualifying investment with the purpose of the Fund.

      Since the Fund has an incentive fee under Section 205(b)(3)
of
the Advisers Act and seemingly intends to use the 30% basket for
nonqualifying assets, please disclose that the advisor will
receive
incentive compensation based on the performance of the
nonqualifying
assets as well as the 70% of qualifying assets.

Fees and Expenses

	Please delete the words "borne by us" from the Offering
Expenses
line item.

	Please confirm that the dealer manager fees referenced in
note 1
to the fee table are included in the sales load figure shown in
the
fee table.

      Please delete the word "Estimated" from the line in the fee
table currently worded "Estimated annual expenses."

      Please include percentage equivalents for all fees and
expenses
currently disclosed in dollar amounts.

      Disclosure in note 4 to the fee table indicates that Fund
shareholders approved an increase in the Adviser`s compensation
rate
from two percent of net assets to two percent of gross assets, yet
the fee table still discloses the previous rate.  Please correct
this
inconsistency.

Risk Factors

Our business model depends upon the development of strong referral
relationships with private equity and venture capital funds and
investment banking firms.

Please delete the first two sentences of this paragraph, as they
do
not discuss risk.

We may not realize gains from our equity investments

      Please delete the second and third sentences of this
paragraph,
as they do not discuss risk.

Senior securities and other indebtedness

	Make clear throughout the disclosure that the Fund`s common
shareholders will bear the risks and expenses of the issuance of
senior securities, and disclose fully in this section all such
risks
and expenses.

Many of our portfolio investments will be recorded at fair value
as
determined in good faith by our board of directors and, as a
result,
there will be uncertainty as to the value of our portfolio
investments

	Who will value the Fund`s portfolio investments?  If the
Adviser
will, then do not refer to the Adviser as "we" in the disclosure.
Also, disclose here the Adviser`s conflict of interest with
respect
to valuation, i.e., that the Adviser can increase its fee income
by
inflating the value of the Fund`s investments.

There are significant potential conflicts of interest, which could
impact our investment returns

	The first paragraph states that the Fund`s executive
officers,
directors and management of the Investment Adviser may have
obligations to investors in other entities, including related
entities, the fulfillment of which might not be in the best
interests
of the Fund`s stockholders.  Please disclose how the conflict of
interest will affect the Fund`s performance and how any such
conflicts will be resolved.

Our incentive fee may induce TIM to make speculative investments

	How will the Board protect the Fund from the Adviser`s
tendency
to make speculative investments?

Forward-Looking Statements

      This section attempts to limit liability for forward-looking
statements.  Please delete or substantially revise this section.
Statements relating to investment companies (including business
development companies) and statements made in connection with
initial
public offerings are excluded from the safe harbor for forward-
looking statements.  See Section 21E(b)(2)(B) & (D) of the
Securities
Exchange Act of 1934.  Also, please do not use only capital
letters
in this disclosure.

Management`s Discussion and Analysis of Financial Condition and
Results of Operation

	In the table of the Fund`s investments, please disclose the
maturity date and interest rate of each note listed.

Management Fee

      You have provided examples explaining how the incentive fee
will be calculated.  Please supplementally inform us whether the
Fund
intends to provide similar explanations in its periodic reports of
the calculation of the incentive fees actually paid.

      Please disclose here and in the discussion of risks that the
realization of deferred loan interest may require the Fund to
liquidate assets to pay advisory fees and distributions to
shareholders.  Also, clarify whether the Adviser is required to
reimburse the Fund for fees that were based on income accrued on
deferred interest obligations where the obligor subsequently
defaults.

      Please clarify whether pre-incentive fee net investment
income
includes unrealized capital gains and losses.

Qualifying Assets

      In this section, you discuss what investments constitute
qualifying assets under the Investment Company Act.  Under Section
2(a)(46) of the Investment Company Act, a BDC may acquire
securities
of any domestic company or any non-investment
company, or a company excluded from the definition of investment
company that satisfies one of the following:

(i) it does not have a class of securities that may be margined by
a
broker or dealer;

(ii) it is controlled by the BDC, as described in the applicable
subsection; or,

(iii) it has total assets of not more than $4,000,000 and
shareholder
equity of not less than $2,000,000.

	The Federal Reserve Board amended Regulation T to permit
brokers
and dealers to extend credit with respect to any non-equity
security.
The provision is not limited by the amount of value involved.
Because broker/dealers may now margin non-equity securities, it
appears that the number of companies in which a BDC may invest
under
(i) above has significantly decreased.

	Accordingly, please provide us with the following
information:

1. What are your views regarding the applicability of amended
Regulation T, i.e., how do you analyze the impact of this change;
and,

2. In light of the change and its impact on Section 2(a)(46), what
types of securities are now eligible and available to the company
under your interpretation of Section 2(a)(46).

Dividend Reinvestment Plan

      The fourth paragraph states that the dividend reinvestment
plan
will use primarily newly issued shares to implement the plan and
that
these shares will be issued at the market price per share.
Section
23(b) of the Investment Company Act provides that closed-end funds
may not issue shares below net asset value.  Please explain to us
how
the Fund will issue shares to stockholders if the market price is
below the Fund`s net asset value.  See Section 23(b) of the
Investment Company Act.

Control Share Acquisitions

      The first sentence of the fourth paragraph states that, if
the
voting rights are not

approved or the acquiring person does not deliver an acquiring
person
statement, then the corporation may repurchase for fair value any
or
all of the control shares, except those for which voting rights
have
been previously approved.  Please explain how this provision is
consistent with Section 23(c) of the Investment Company Act.

Closing
      We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.  Please note that comments we give in
one
section apply to other sections in the filing that contain the
same
or similar disclosure.
      Please advise us if you have submitted or expect to submit
an
exemptive application or no-action request in connection with your
registration statement.
      Response to this letter should be in the form of a pre-
effective amendment filed pursuant to Rule 472 under the
Securities
Act. Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.

   	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

	If you have any questions prior to filing a pre-effective
amendment, please call me at (202) 942-0686.

							Sincerely,

							Vincent J. Di Stefano
							Senior Counsel
??

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7

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