On behalf of Triangle Capital Corporation (“Triangle” or the “Company”), and in response to oral comments received from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on June 20, 2014 (the “Comments”) relating to Post-Effective Amendment No. 7 (“PEA 7”) to the Company’s Registration Statement filed on Form N-2 on May 13, 2014, we submit this letter containing the Company’s responses to the Staff’s Comments.

Response: The Company respectfully advises the Staff that the Company’s management and its board may, from time to time, determine that it is in the best interest of the Company and its shareholders to raise additional funds through the sale of preferred stock or debt securities (or other securities), as contemplated by its shelf registration statement.  Management and the Board will consider, among other things, funding and capital needs, interest rates and the attractiveness of the particular capital markets that are available to the company.  The Company has capacity throughout its capital structure to undertake multiple types of instruments depending upon market opportunities.   The Company maintains a shelf registration statement to be able to issue securities quickly when needs and market opportunities arise, which is in the best interests of the Company and its shareholders as it enables the Company to raise funds to support its business in the most cost effective manner possible.  Accordingly,

the Company respectfully submits that is unable to make the requested undertakings as it may issue preferred stock or debt securities (or other securities) in the next 12 months depending on business needs and market opportunities.  Moreover, because the securities issuance is business and market dependent, the Company is unable to estimate the amount of securities it may issue or the expenses associated with such securities.   With respect to the filing of a post-effective amendment for an offering of debt securities, based upon a review of the EDGAR filings made by other business development companies (BDCs) in connection with recent registered debt offerings, the Company believes that none of these BDCs were required to file a post-effective amendment prior to conducting registered debt offerings off of their shelf registration statements.  As a result, the Company cannot provide the requested undertaking as the undertaking appears not to be required uniformly of all similarly-situated registrants. Such an undertaking would place the Company at a significant competitive disadvantage to its detriment and the detriment of the Company’s shareholders.

Response: The Company has revised the language to reflect its intent to maintain industry diversification within the portfolio.

Response: The Company has revised the disclosure to reflect the Staff’s comment.

Response: The Company has added disclosure to the discussion of tax basis to address the Staff’s comment.

Response: The Company has revised the disclosure in footnote 7 to the fee and expense table to reflect the Staff’s comment.

Response: The Company has revised the disclosure regarding the level of commitments under the existing revolving credit facility and has cross-referenced to the description of the interest rate payable under the credit facility found in “Liquidity and Capital Resources - Financing Transactions.”

Response: The Company has revised the disclosure in the risk factor regarding the payment of required distributions to clarify that securities bearing PIK interest may represent a higher level of credit risk than those generating income that is paid in cash on a current basis.

Response: The Company advises the Staff that the cash interest component of the PIK non-accrual debt investments identified in this risk factor are paid currently in cash and, therefore, these debt investments are only on non-accrual with respect to the PIK interest component.

Response: The Company has revised this disclosure to reflect the Staff’s comment.

Response: The Company hereby confirms that it will describe the use of proceeds of any offering in the final prospectus related to such offering.

Response: The Company has provided additional disclosure regarding the meaning of the phrase “applicable LIBOR rate.”

Response: The Company is an internally managed business development company that provides managerial assistance, if any, to portfolio companies directly rather than through an external investment manager. Accordingly, any fees for such services are paid to, and accrue to the benefit of, the Company.

Response: The Company hereby confirms that, pursuant to Section 2.11(d) of the Fourth Amended and Restated Bylaws of the Company, as filed with the Commission in a current report on Form 8-K on February 7, 2014, the provisions of the Maryland Control Share Acquisition Act shall not apply to the acquisition by any person of control shares of the Company.

Accounting Comments

Response: The Company has revised the fee table to address the Staff’s comment.

Response: The Company hereby confirms that income taxes are included in the line item “Other Expenses” in the fee table.

Response: The Company will revise footnote 4 to its Schedule of Investments to state: “Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying asset. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).”

Response: The Company will make such change in future financial statements.

Response: The Company determines the fair market value of its portfolio investments in accordance with ASC 820 pursuant to valuation procedures adopted by and overseen by the Company’s Board of Directors. Such procedures take into consideration the requirements of ASC 820 as well as the Board of Directors’ obligations under the federal securities laws. The Company and its Board of Directors, in consultation with independent valuation consultants, use a variety of valuation techniques and take into consideration a variety of inputs when determining fair value of a debt investment, including any anticipated prepayment premiums, the stated maturity of the debt security, whether a security is subject to no-call protection, whether a security is subject to make whole provisions and the probability of loss of principal due to a portfolio company’s inability to repay its obligation.

Response: The Company notes that Article 4-08 of Regulation S-X requires that a registrant make such disclosure in its audited financial statements included in its annual report on Form 10-K. The Company hereby confirms that it will make this disclosure in its Form 10-K for the fiscal year ending December 31, 2014.

Response: The Company confirms that future financial statements will report commitments and contingencies separately.

Response: The Company hereby confirms its understanding that Articles 3.09 and 4.08(g) of Regulation S-X apply to the Company. As of the date of the financial statements included in PEA 7, no holdings in the Company’s portfolio triggered the separate reporting requirements of these Articles.

Response: The Company confirms that other expenses in the fee table include a provision for taxes.

Response: As discussed with the Staff on June 25, 2014, the Company’s SBIC subsidiaries are consolidated in the Company’s financial statements. However, portfolio companies held by such SBIC’s (i.e., portfolio investments) are disclosed as such and not consolidated in the Company’s reporting. The Company will refine this note to make this treatment clearer in future financial statements.

A.    The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

B.    The Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to such filings; and

C.    The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

   /s/ Scott Lesmes