January 10, 2022

Mr. David Orlic

Ms. Christina DiAngelo Fettig

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, D.C. 20549

Dear Mr. Orlic and Ms. Fettig:

Great Elm Capital Corp. (“GECC”) submits this letter in response to the oral comment of the staff (the “Staff”) of the Division of Investment Management of the U.S. Securities and Exchange Commission received by telephone on January 3, 2022, relating to GECC’s Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (the “Registration Statement”) filed on December 23, 2021.

Simultaneously herewith, GECC has filed Pre-Effective Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”).

1.          Please update the cover page of the Registration Statement to reflect that GECC is no longer an Emerging Growth Company and delete subsequent references to GECC’s status as an Emerging Growth Company on the front cover and page 1 of the prospectus.

RESPONSE:  In response to the Staff’s comment, GECC has made the requested revision in the Amended Registration Statement.

*  *  *  *  *

GECC believes that the information contained in this response letter, together with the Amended Registration Statement, is responsive to the oral comment received from the Staff on January 3, 2022.

Should you have any questions, please contact Rory T. Hood at Jones Day at (212) 326-3814 or by email: rhood@jonesday.com.

U.S. Securities and Exchange Commission

Division of Investment Management

January 10, 2022

Page 2

Thank you for your attention to this matter.

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