FS INVESTMENT CORPORATION
Cira Centre
2929 Arch Street, Suite 675
Philadelphia, Pennsylvania
(215) 495-1150
February 4, 2011
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: James OConnor, Esq.
Re: | FS Investment Corporation |
Post-Effective Amendment No. 7 to Registration Statement on Form N-2 (File No. 333-149374)
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, FS Investment Corporation (the Company) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the Registration Statement), including all amendments thereto, to 5:00 pm on February 7, 2011, or as soon thereafter as possible.
In connection with the submission of the Companys request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:
| should the Securities and Exchange Commission (the Commission) or the staff thereof (the Staff), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
FS INVESTMENT CORPORATION | ||
By: | /s/ Michael C. Forman | |
Michael C. Forman | ||
President and Chief Executive Officer |