As filed with the Securities and Exchange Commission on December 3, 2009

Registration No. 333-152981

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PATRIOT CAPITAL FUNDING, INC.

(Exact name of registrant as specified in its charter)

Delaware	74-3068511
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(I.R.S. EMPLOYER IDENTIFICATION NO.)
274 Riverside Avenue, Westport, CT (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)	06880 (ZIP CODE)

Patriot Capital Funding, Inc. Employee Restricted
Stock Plan

(Full title of the plan)

Richard P. Buckanavage
President and Chief Executive Officer
Patriot Capital Funding, Inc.
274 Riverside Avenue
Westport, CT 06880
(203) 429-2700
(Name, address and telephone number of
agent for service) Copy to:
Harry S. Pangas, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Ave., N.W.
Washington, D.C. 20004
(202) 383-0100

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large Accelerated Filer o Accelerated Filer þ Non-Accelerated Filer o (Do not check if a smaller reporting company) Smaller Reporting Company o

EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES

     This Post-Effective Amendment relates to the Registration Statement on Form S-8, File No. 333-152981 (the “Registration Statement”), registering shares of common stock of Patriot Capital Funding, Inc. (the “Company”) that were issuable pursuant to the Patriot Capital Funding, Inc. Employee Restricted Stock Plan. On December 2, 2009, the Company merged with and into Prospect Capital Corporation, with Prospect Capital Corporation continuing as the surviving company in the merger. As a result, this Post-Effective Amendment is being filed solely to deregister any and all shares of the Company’s common stock previously registered under the Registration Statement that remain unsold.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westport, in the State of Connecticut, on the 2nd day of December 2009.

PATRIOT CAPITAL FUNDING, INC.
By:	/s/ Richard P. Buckanavage
	Name:	Richard P. Buckanavage
	Title:	President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated:

SIGNATURE	TITLE	DATE
/s/ Richard P. Buckanavage Richard P. Buckanavage	President, Chief Executive Officer and Director (principal executive officer)	December 2, 2009
/s/ William E. Alvarez, Jr. William E. Alvarez, Jr.	Executive Vice President, Chief Financial Officer and Secretary (principal financial and accounting officer)	December 2, 2009
/s/ Timothy W. Hassler Timothy W. Hassler	Chief Investment Officer and Director	December 2, 2009
* Steven Drogin	Director	December 2, 2009
* Mel P. Melsheimer	Director	December 2, 2009
* Dennis C. O’Dowd	Director	December 2, 2009
* Richard A. Sebastiao	Director	December 2, 2009

* Signed by Richard P. Buckanavage on behalf of those identified pursuant to his designation as attorney-in-fact signed by each on August 13, 2008.