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Form 8-K Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 29, 2009  

Fifth Street Finance Corp.
(Exact name of registrant as specified in its charter)


Delaware 		 
814-00755 		 
26-1219283
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)


 
10 Bank Street, Suite 1210, White Plains, NY 		 
10606 		 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   (914) 286-6811



________________________________________________________________________________
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    [    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    [    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    [    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    [    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On September 29, 2009 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated September 29, 2009

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Fifth Street Finance Corp.
(Registrant)
September 29, 2009
(Date) 		  /s/   WILLIAM H. CRAIG
William H. Craig
Chief Financial Officer and Chief Compliance Officer

  Exhibit Index
  99.1 Press release dated September 29, 2009






Fifth Street Finance Corp. Raises $58.0 Million in Gross Proceeds in Public Offering of Common Stock

EXHIBIT 99.1

Fifth Street Finance Corp. Raises $58.0 Million in Gross Proceeds in Public Offering of Common Stock

WHITE PLAINS, N.Y., Sept. 29, 2009 (GLOBE NEWSWIRE) -- Fifth Street Finance Corp. (NYSE:FSC) today announced that it has completed a public offering of 5,520,000 shares of common stock, which included the underwriters' full exercise of their option to purchase up to 720,000 shares of common stock, at a price of $10.50 per share, raising approximately $58.0 million in gross proceeds. Wells Fargo Securities, LLC and UBS Investment Bank served as joint book-running managers for the offering and Stifel, Nicolaus & Company, Incorporated served as a joint lead manager.

Fifth Street Finance Corp. intends to use substantially all of the net proceeds from the offering to make investments in small and mid-sized companies (including investments made through its small business investment company subsidiary to the extent that it receives a small business investment company license from the Small Business Administration) in accordance with its investment objectives and strategies and for general corporate purposes, including working capital requirements.

About Fifth Street Finance Corp.

Fifth Street Finance Corp. is a specialty finance company that lends to and invests in small and mid-sized companies in connection with an investment by private equity sponsors. Fifth Street Finance Corp's investment objective is to maximize its portfolio's total return by generating current income from its debt investments and capital appreciation from its equity investments.

The Fifth Street Finance Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5525

Forward-Looking Statements

This press release may contain certain forward-looking statements, including statements with regard to the future performance of Fifth Street Finance Corp. Words such as "believes," "expects," "projects," and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and these factors are identified from time to time in our filings with the Securities and Exchange Commission. Fifth Street Finance Corp. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 

CONTACT:  Fifth Street Finance Corp.
          Investor Relations
          Stacey Thorne, VP
          (914) 286-6811
          Stacey@fifthstreetcap.com