prospect_corresp.htm
Skadden,
Arps, Slate, Meagher & Flom llp
FOUR
TIMES SQUARE
NEW
YORK 10036-6522
________
TEL:
(212) 735-3000
FAX:
(212) 735-2000
www.skadden.com
VIA
EDGAR
Larry
Greene
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
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RE:
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Prospect Capital
Corporation Registration Statement
on Form N-2 (File No.
333-164270)
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Dear
Mr. Greene:
As
counsel for and on behalf of Prospect Capital Corporation, pursuant to Rule
473(c) of the Securities Act of 1933 (the "Act"), the following delaying
amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated into the
facing page of the Form
N-2 as filed with
the Securities and Exchange Commission on January 8, 2010:
"The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine."
Larry
Greene
January
28, 2010
Page
2
In
addition, the section on the facing page referring to Section 8(c) of the Act
should be deleted.
If
you have any questions concerning this letter, please do not hesitate to contact
me at (212) 735-2132.
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Very
truly yours,
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/s/ Carmine
Lekstutis
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Carmine
Lekstutis
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