SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FRANK BARRY (Last) (First) (Middle) C/O FS INVESTMENT CORPORATION CIRA CENTRE, 2929 ARCH STREET, SUITE 675 (Street) PHILADELPHIA PA 19104-2867 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FS Investment CORP [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/02/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/02/2009		P		5,500	A	$9	11,187.713(1)	D
Common Stock	04/02/2009		P		5,500	A	$9	11,150.239(2)	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 108.594 shares acquired at 95 percent of the current offering price pursuant to the terms of the company's dividend reinvestment plan and 77.029 shares acquired pursuant to a special stock distribution declared and paid on March 31, 2009.

2. Includes shares 72.379 shares acquired at 95 percent of the current offering price pursuant to the terms of the company's dividend reinvestment plan and 77.012 shares acquired pursuant to a special stock distribution declared and paid on March 31, 2009.

	/s/ Ryan D. Conley (attorney-in-fact for Barry H. Frank)	04/07/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                Power of Attorney

        I, Barry Frank, a director of FS Investment Corporation (the "Company"),
hereby authorize and designate Ryan D. Conley as my agent and attorney-in-fact,
with full power of substitution, to:

        (1) prepare and sign on my behalf any Form 3, Form 4 or Form 5 under
Section 16 of the Securities Exchange Act of 1934, and file the same with the
Securities and Exchange Commission and each stock exchange on which the
Company's securities are listed;

        (2) do and perform any and all acts for and on my behalf which may be
necessary or desirable to complete and execute any such Form 3, Form 4, or Form
5, under Section 16 of the Securities Exchange Act of 1934 and timely file such
form with the Securities and Exchange Commission and any stock exchange or
similar authority; and

        (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to
me, in my best interest, or legally required by me, it being understood that the
documents executed by such attorney-in-fact on my behalf pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.

        I hereby grant to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. I acknowledge that the foregoing attorneys-in-fact, in serving in such
capacity at my request, are not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

        This Power of Attorney shall remain in effect until I am no longer
required to file Forms 3, 4 and 5 with respect to my holdings of and
transactions in securities issued by the Company, unless earlier revoked by me
in a signed writing delivered to the foregoing attorneys-in-fact.

Dated: April 7, 2009            Signed: /s/ Barry H. Frank
       ------------------               ---------------------------------------