December 26, 2019




Harry S. Pangas, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006


               Re:    Palmer Square Capital BDC Inc.
                      File Nos. 000-56126; 814-01334

Dear Mr. Pangas:

       On November 27, 2019, you filed a registration statement on Form 10 on
behalf of
Palmer Square Capital BDC Inc. (the "Company"), in connection with the
registration of the
Company's common stock under Section 12(g) of the Securities Exchange Act of
1934 (the
"Exchange Act"). We have reviewed the registration statement, and have provided
our
comments below. For convenience, we generally organized our comments using
headings,
defined terms, and page numbers from the registration statement. Where a
comment is made in
one location, it is applicable to all similar disclosure appearing elsewhere in
the registration
statement.

       Please respond to this letter within ten (10) business days by either
amending the filing,
providing the requested information, or advising us when you will provide the
requested
information. We may have additional comments after reviewing your responses to
the following
comments, or any amendment to the filing.

        We note that the Company is voluntarily registering shares of its
common stock under
Section 12(g) of the Exchange Act. Please note that a filing on Form 10 goes
effective
automatically by lapse of time 60 days after the original filing date, pursuant
to Section 12(g)(1)
of the Exchange Act. If our comments are not satisfactorily addressed within
this 60-day time
period, you should consider withdrawing the Company's Form 10 prior to its
effectiveness, and
re-filing a revised Form 10 that includes changes responsive to our comments.
If the Company
chooses not to withdraw its Form 10 registration statement, it will be subject
to the reporting
requirements of Section 13(a) of the Exchange Act. Additionally, we will
continue to review the
filing until all of our comments have been satisfactorily addressed.
 Harry S. Pangas, Esq.
December 26, 2019
Page 2

REGISTRATION STATEMENT

Explanatory Note (Page ii)

1.      With respect to the lack of liquidity of, manner of distribution of and
funding of
distributions made by non-traded BDCs, please add the bulleted disclosure
below, if accurate, in
bold and larger font. We suggest the bullets also appear prominently
immediately above the
signature line on the Subscription Agreement.

       The Company's Shares may not be sold without the written consent of the
Adviser.

       If the Company makes additional offerings of its Shares in the future,
an investor may be
       required to make additional purchases of the Company's Shares on one or
more dates to
       be determined by the Company.

       The Company's Shares are not currently listed on an exchange, and it is
uncertain
       whether they will be listed or whether a secondary market will develop.

       Repurchases of Shares by the Company, if any, are expected to be
limited.

       An investment in the Company may not be suitable for investors who may
need the
       money they invest in a specified time frame.

       Our distributions may be funded from unlimited amounts of offering
proceeds or
       borrowings, which may constitute a return of capital and reduce the
amount of capital
       available to us for investment. Any capital returned to you through
distributions will be
       distributed after payment of fees and expenses.

Item 1. Business -- The Company (Page 1)

2.      The second sentence of this section states that the Company intends to
elect to be
regulated as a BDC. Please disclose when the Company intends to file an
election to be
regulated as a BDC.

3.     Please disclose in this section the expected maturity of the corporate
debt and CLOs in
which the Company will invest. In addition, please disclose here (as indicated
on page 3) that
the Company can invest in equity and junior debt tranches of CLOs.

4.      The fifth sentence of the second paragraph of this section states that
investments that are
rated below investment grade are sometimes referred to as, among other things,
"leveraged
loans". Please describe leveraged loans.

5.      The seventh sentence of the second paragraph of this section states
that the Company
may, for hedging purposes, utilize instruments such as forward contracts,
currency options and
interest rate swaps, caps, collars and floors. On page 3, the last two
sentences indicate that the
 Harry S. Pangas, Esq.
December 26, 2019
Page 3

Company uses derivatives both for speculative and hedging purposes, including,
without
limitations, futures, forwards contracts and options, swaps and short
positions. Please reconcile
the disclosure regarding the types and purpose(s) for which derivatives will be
used in these
sections.

6.      The third paragraph of this section describes Capital Commitments to be
made by
investors in the Company. Please disclose what happens to investors who fail to
honor their
obligations under a Capital Commitment.

7.       Please explain to us whether the Company will make Capital Commitments
that may be
unfunded for some period of time. If so, please explain to us whether the
Company will treat its
unfunded commitments as senior securities under Section 18(g) of the Investment
Company Act
of 1940 ("1940 Act"). If the Company will have unfunded commitments that it
will not treat as
senior securities, please provide us with a representation that the Company
reasonably believes
that its assets will provide adequate cover to allow it to satisfy its future
unfunded investment
commitments, and include an explanation as to why the Company believes it will
be able to
cover its future unfunded investment commitments.

Item 1. Business -- The Investment Advisor (pages 1   2)

8.      This section describes the Investment Team and Investment Committee.
Please identify
the person or persons who are primarily responsible for the day to day
management of the
portfolio. If the portfolio managers are jointly and primarily responsible for
day to day
management, please make that clear and provide a brief description of each
person's role on the
Team or Committee.

Item 1. Business -- Market Opportunity (page 2)

9.     The third sentence under "Size of Corporate Debt Market" refers to "dry
powder".
Please clarify the meaning of this term.

10.     The first sentence under "Regulatory Environment and Opportunity for
Alternative
Lenders" refers to "middle market companies". If investing in middle market
companies is part
of the principal strategies of the Company, please identify and define these
types of companies in
the description of the Company's principal strategies.

Item 1. Business -- Investment Objective (pages 2   3)

11.     The last paragraph on page 2 states that the Company will primarily
invest in first and
second lien secured loans. If the Company intends to invest in covenant-lite
loans, please
describe such loans and the extent to which the Company may invest in such
loans; also, disclose
in the Risk Factors section the heightened risks associated with covenant-lite
loans.
 Harry S. Pangas, Esq.
December 26, 2019
Page 4

12.     The last sentence of the first paragraph on page 3 indicates that
senior secured loans
within a CLO will be subject to "limitations on non-U.S. borrowers." Please
disclose with
greater specificity the limitations on non-U.S. borrowers.

13.    Please disclose whether the Company may make investments in foreign
markets,
including emerging markets, and if so, disclose the corresponding risks of such
investments.

14.     Please clearly and consistently describe the types of investments the
Company will make
as part of its principal strategies and please distinguish investments that are
part of the
Company's principal strategies from investments that are part of the Company's
non-principal
strategies. For example, please reconcile and revise, as necessary, the
following inconsistent
disclosure:
       "We are a financial services company that primarily lends to and invests
in debt securities
       of privately held companies." (first sentence under Item 1. Business
The Company)
       "The Company's current investment focus is guided by two strategies . .
.. (1) investing in
       corporate debt securities and, to a lesser extent, (2) investing in
collateralized loan
       obligations . . . structured credit that typically owns corporate debt
securities." (second
       paragraph under Item 1. Business   The Company)
       ". . . primarily investing in first and second lien secured loans, and
to a lesser extent
       unsecured debt which in some cases includes an equity component." (last
paragraph on
       page 2)
       ". . . portfolio investments may also include, but are not limited to,
corporate structured
       credit, cash and synthetic CLOs, CLO warehouses, collateralized debt
obligations . . .,
       swaps, asset backed securities, preferred shares, corporate bonds,
corporate bank loans,
       preferred stock, municipal bonds or loans and convertible securities."
(second paragraph
       on page 3)

Also, please review the risks set forth in the Risk Factors section to confirm
that there is
corresponding risk disclosure for each type of investment identified as part of
the Company's
principal strategies. For example, the second paragraph on page 3 refers to
municipal bonds.
However, the Risk Factors section does not disclose any corresponding risks of
municipal bonds.

15.     The second paragraph on page 3 refers to convertible securities. If the
Company will
invest in contingent convertible securities as part of its principal
strategies, please identify such
securities as part of the Company's principal strategies and disclose the
corresponding risks of
such securities in the Risk Factors section.

16.    On page 3, the second sentence of the last paragraph states that the
Investment Advisor
may employ leverage and use derivatives, both for speculative and hedging
purposes. Please
describe with specificity how the Investment Advisor will "employ leverage".
Also, please
describe with specificity how the Investment Advisor will use derivatives for
speculative
purposes and what types of derivatives will be used. See Letter from Barry
Miller, Associate
 Harry S. Pangas, Esq.
December 26, 2019
Page 5

Director, Division of Investment Management, to Karrie McMillan, General
Counsel, Investment
Company Institute, dated July 30, 2010.

Item 1. Business -- Investment Approach (page 4)

17.     The second sentence of this section describes three components of the
Investment
Advisor's top-down approach. Please revise the description of the second
component, i.e., cross-
asset relative value analysis, in plain English.

18.     The last sentence of this section describes the loans and CLO debt and
equity that the
Company will buy as those that the Investment Advisor believes are "high
quality". Please
disclose what "high quality" means in this context. Please also explain to us
how this disclosure
that the Investment Advisor seeks to mitigate risk by seeking to buy loans and
CLO debt and
equity that the Investment Advisor believes are high quality is consistent with
earlier disclosure
that the Company will invest in high-yield investments, which, as stated on
page 1, "may result
in an above average amount of risk and volatility or loss of principal".

Item 1. Business -- Advisory Agreement (pages 7   9)

19.    Please consider disclosing a fee table that conforms to the requirements
of Item 3.1 of
Form N-2 adjacent to this section. Please also consider disclosing an expense
example that
conform to the requirements of Instruction 11 to Item 3.1 of Form N-2. We
believe that such
disclosure would be helpful to investors.

Item 1. Business -- Advisory Agreement -- Base Management Fee (page 7)

20.    The first sentence of this section refers to "total net assets". Please
define total net assets.

21.     Please confirm that the Company will accrue for the management fee at
the contractual
rate of 2.00% and not the net amount after waiver of 1.75% prior to a Listing.

Item 1. Business -- Advisory Agreement -- Incentive Fee (pages 8   9)

22.    This section describes the Income Incentive Fee. Please disclose a
graphical
representation and examples showing the calculation of the Income Incentive
Fee.

Item 1. Business -- The Private Offering (page 10)

23.     The first sentence of the second paragraph of this section states that
an investor's failure
to purchase additional common stock when requested by the Company will result
in that investor
being subject to certain default provisions set forth in the Subscription
Agreement, which may
include causing such investor to "forfeit" a significant portion of its shares
or to transfer its
shares to a third party for a price that is less than the net asset value of
such shares. Please
disclose to whom the investor will forfeit shares. Please also identify the
third party to whom an
 Harry S. Pangas, Esq.
December 26, 2019
Page 6

investor will be required to sell its shares. We may have more comments after
reviewing your
response.

Item 1. Business -- Regulation (pages 11   16)

24.     The last sentence of the third paragraph of this section states that
the Company may issue
new shares of common stock at a price below net asset value in certain
circumstances. Please
disclose that the Company will comply with the conditions set forth in Section
63(2) of the 1940
Act when selling common stock at a price below net asset value.

Item 2. Financial Information -- Discussion of Management's Expected Operating
Plans
-- Revenues (page 55)

25.     The second sentence of this section states that the Company's debt
investments will bear
interest at a floating rate usually determined on the basis of a benchmark such
as LIBOR. As
LIBOR is expected to be discontinued after 2021, please either disclose the
risks associated with
the expected discontinuation of LIBOR as a principal risk for the Company or
explain to us why
this would not be a principal risk for the Company. See Staff Statement on
LIBOR Transition,
July 12, 2019.

Item 7. Certain Relationships and Related Transactions, and Director
Independence --
Conflicts Relating to Purchase and Sale of Investments -- Allocation of
Investment
Opportunities (page 65)

26.     The first sentence of this section states that none of the PSCM
Affiliates is under any
obligation to offer investment opportunities of which it becomes aware to the
Company or to
account to the Company or share with the Company or inform the Company of any
investments
before offering investments to other funds or accounts that PSCM Affiliates
manage or advise.
Earlier disclosure states that the Investment Advisor and Palmer Square have
entered into a
Resource Sharing Agreement pursuant to which Palmer Square provides the
Investment Advisor
with access to Palmer Square's resources, including the Investment Team, to
enable the
Investment Advisor to fulfill its obligations under the Advisory Agreement.
Please explain to us
why Palmer Square (which is included in the definition of PSCM Affiliate) is
not under any of
the obligations described in the first sentence of this section in light of the
existence of the
Resource Sharing Agreement. We may have more comments after reviewing your
response.

Item 9. Directors and Executive Officers -- Market Price of and Dividends on
the
Registrant's Common Equity and Related Stockholder Matters -- Dividend
Reinvestment
Plan (pages 68   69)

27.     The first sentence of the third paragraph of this section states that,
after a Listing, the
Board will use newly-issued shares of the Company's common stock to implement
the dividend
reinvestment plan, whether or not the shares are trading at a price per share
at, below or above
net asset value. Please explain to us the basis of the Board's determination to
use newly issued
shares to implement the dividend reinvestment plan, regardless of the price at
which the shares
 Harry S. Pangas, Esq.
December 26, 2019
Page 7

are trading. In particular, please address how the Board's evaluated using
newly issued shares if
the market price per share is significantly below net asset value since, in
this case, shares issued
through the dividend reinvestment plan would be obtained at a significantly
higher price than
shares being sold on an exchange. We may have more comments after reviewing
your response.

28.     The third sentence of the third paragraph of this section states that
the number of newly
issued shares to be issued to a participant in the dividend reinvestment plan
would be determined
by dividing the total dollar amount of the dividend payable to such stockholder
by the market
price per share of our common stock at the close of regular trading on a
national securities
exchange on the dividend payment date. Please explain to us the basis of the
Board's
determination to determine the number of newly issued shares to be issued to a
participant by
dividing the dollar amount of the dividend payable by the market price per
share. In particular,
please address how the Board evaluated dividing by the market price per share
if the market
price per share is significantly higher than net asset value because, in that
case, the participant
would receive significantly fewer shares. We may have more comments after
reviewing your
response.

Item 11. Description of Registrant's Securities to be Registered -- Provisions
of the
MGCL and Our Articles of Incorporation and Bylaws -- Control Share Acquisitions

29.     The last sentence of this section states that the Company will amend
its Bylaws to be
subject to the Control Share Act if certain conditions are met. Please disclose
that the SEC staff
takes the position that, if a BDC fails to opt out of the Control Share Act,
its actions are
inconsistent with Section 18(i) of the 1940 Act.

Item 11. Description of Registrant's Securities to be Registered -- Exclusive
Forum (page
76)

30.     Please either remove the provisions in Article IX of the Company's
Articles of
Incorporation or revise this provision to clarify that it does not apply to
claims made under the
federal securities laws. See Section 29(a) of the Exchange Act and Section
47(a) of the 1940 Act
(each of which states that any condition or provision waiving compliance with
those Acts or
Commission rules and regulations shall be void).

GENERAL COMMENTS

31.     We note that portions of the filing, including the Company's financial
statements, are
incomplete. We may have additional comments on such portions when you complete
them in a
pre-effective amendment, on disclosures made in response to this letter, on
information supplied
supplementally, or on exhibits added in any pre-effective amendments.

32.    Response to this letter should be in the form of a pre-effective
amendment filed under the
Exchange Act. The amendment filing should be accompanied by a supplemental
letter that
includes your responses to each of these comments. Where no change will be made
in the filing
 Harry S. Pangas, Esq.
December 26, 2019
Page 8

in response to a comment, please indicate this fact in your supplemental letter
and briefly state
the basis for your position.

33.     Please advise us if you have submitted, or expect to submit, any
exemptive application
or no-action request in connection with the registration statement, other than
the application for
co-investment relief you expect to submit that is described on page 31 of the
registration
statement.

34.      We urge all persons who are responsible for the accuracy and adequacy
of the disclosure
in the filings reviewed by the staff to be certain that they have provided all
information investors
require for an informed decision. Since the Company and its management are in
possession of
all facts relating to Company disclosure, they are responsible for the accuracy
and adequacy of
the disclosures they have made.

                                      *******

       Should you have any questions regarding this letter, please feel free to
contact me at
(202) 551-6782.


Sincerely,

                                                                     /s/ Anu
Dubey

                                                                         Anu
Dubey
                                                                         Senior
Counsel

cc:    Michael Spratt
       Michael Shaffer