OXFORD LANE CAPITAL CORP.
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830
(203) 983-5275
August 1, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street N.E.
Washington, DC 20549
Attn: James E. O’Connor and Kathy Churko
| Re: | Oxford Lane Capital Corp. |
| Pre-Effective Amendment No. 1 to the Registration Statement on | |
| Form N-2 Filed on August 1, 2018 (File Nos. 333-225462; 811-22432) |
Dear Mr. O’Connor and Ms. Churko:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Oxford Lane Capital Corp. (the “Company”) respectfully requests acceleration of effectiveness of Pre-Effective Amendment No. 1 to the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 12:00 p.m., Eastern Time, on August 2, 2018 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. |
| OXFORD LANE CAPITAL CORP. | ||
| By: | /s/ Jonathan H. Cohen | |
| Jonathan H. Cohen | ||
| Chief Executive Officer | ||