November 5, 2012

Via Facsimile and EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Mr. John Ganley

 

Re:	OFS Capital Corporation

Registration Statement on Form N-2

File No. 333-166363

Dear Mr. Ganley:

In connection with the above referenced Registration Statement, we wish to advise that between October 24, 2012 and the date hereof, 3,263 copies of the Preliminary Prospectus, dated October 24, 2012, were distributed as follows: 2,507 copies to institutional investors, 750 copies to individuals, 5 copies to prospective dealers, and 1 copy to a rating agency.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

We hereby join in the request of the registrant that the effectiveness of the above-referenced Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on November 7, 2012 or as soon thereafter as practicable.

[Signature Page Follows]

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Very truly yours,
MORGAN STANLEY & CO. LLC UBS SECURITIES LLC BARCLAYS CAPITAL INC. As Representatives of the Prospective Underwriters.
MORGAN STANLEY & CO. LLC
By:		/s/ John Tyree
		By:  John Tyree
		Title:  Managing Director
UBS SECURITIES LLC
By:		/s/ Ethan Elzen
		By:  Ethan Elzen
		Title:  Director
BARCLAYS CAPITAL INC.
By:		/s/ Victoria Hale
		By:  Victoria Hale
		Title:  Vice President

[Signature Page to Acceleration Request]