May 18, 2022

VIA E-MAIL

Michael Peck
President
First Trust Private Credit Fund
235 West Galena Street
Milwaukee, WI 53212

       Re:     First Trust Private Credit Fund
               File Nos. 333-264365; 811-23792


Dear Mr. Peck:

         On April 19, 2022, you filed the above-referenced registration
statement on Form N-2 on
behalf of First Trust Private Credit Fund (the    Fund   ). We have reviewed
the registration
statement and our comments are set forth below. For convenience, we generally
organized our
comments using the headings, defined terms, and page numbers from the
registration statement
as filed on EDGAR. Where a comment is made with respect to disclosure in one
location of the
filing, it applies to all similar disclosure found elsewhere. Capitalized terms
not otherwise
defined have the same meaning as in the Fund   s registration statement.

General Comments

    1. We note that the registration statement is missing substantial
information. Please confirm
       that all missing information and all exhibits will be filed in a
pre-effective amendment to
       the registration statement. We may have additional comments on such
portions when you
       complete them in the pre-effective amendment, on disclosures made in
response to this
       letter, or on information supplied supplementally.

    2. Please tell us if any test the waters materials have been presented to
potential investors in
       connection with this offering. If so, please provide us with copies of
such materials.

    3. Inasmuch as Section 8(c) of the Securities Act of 1933 (   Securities
Act   ) relates to post-
       effective amendments, please remove the check from the box next to
when declared
       effective pursuant to Section 8(c)    on the facing sheet.

    4. We note the disclosure that the Fund is seeking an order under Section
17(d) of the
       Investment Company Act of 1940 (   1940 Act   ). Please advise us if you
have submitted
 Mr. Peck
Page 2

       or expect to submit any other exemptive applications or no-action
requests in connection
       with the registration statement.

Cover Page

   5. For consistency with rule 35d-1 under the 1940 Act, please revise the
Fund   s non-
      fundamental investment strategy by clarifying the Fund will invest in
credit instruments
      that are not available to the general public, i.e.,    private credit.

   6. In the first paragraph under    Investment Strategies,    please revise
the second sentence to
      appropriately define    private credit instruments.    In this regard,
please ensure that the
      Fund's investments in convertible and preferred securities, and
government and municipal
      obligations are    private credit investments.    It is also unclear
whether the Fund would
      consider privately-placed debt issued by a public company to be
private credit.    Please
      revise accordingly.

Fund Fees and Expenses

   7. Please confirm supplementally that organization and offering costs of the
Fund are
      subject to the Expense Limitation and Reimbursement Agreement. If they
are not subject
      to this agreement, please update disclosure to specify that these
expenses are not subject
      to the agreement.

Investment Objectives and Strategies

   Investment Strategies and Overview of the Investment Process

   8. In the first paragraph, please disclose what factors the Investment
Adviser considers in
      allocating a percentage of Fund assets to the Fund   s particular
Sub-Advisers (Angel Oak,
      BC Partners, and Palmer Square). For example, is the decision based on
the Sub-
      Adviser   s expertise in a particular asset class? How does the
Investment Adviser
      determine how much of the Fund   s assets to allocate to a particular
Sub-Adviser?

   9. We note that the Investment Adviser may hedge the Fund   s exposure; if
the Investment
      Adviser will use derivatives as a principal investment strategy, please
disclose and
      include appropriate principal risk disclosure.

   10. We note that the Fund   s    Principal Risks    includes the risks of
repurchase agreements
       and REITs (the latter is included in Interest Rate Risk). If the Fund
considers investing
       in repurchase agreements and REITs to be part of its principal
investment strategy, please
       discuss such investments in    Investment Strategies;    otherwise,
please consider deleting
       them as principal risks.

   11. The third paragraph lists criteria that the Investment Adviser and the
Sub-Advisers may
       consider in selecting the Fund   s investments, but does not discuss how
or if these criteria
       are evaluated. For example, in seeking to diversify the Fund   s risks,
are the Investment
 Mr. Peck
Page 3

         Adviser and Sub-Advisers targeting particular allocations to
investment grade and non-
         investment grade fixed income investments? Are there specific criteria
or thresholds as
         to the Fund   s exposure to geography, ratings, and duration risks,
etc.? Please revise
         accordingly.

Principal Risk Factors

   Leverage Risk

   12. Please disclose how the Investment Adviser expects to manage the
conflict of interest in
       deciding whether to use or increase the use of the Fund   s leverage.

   Repurchase Policy Risk

   13. We note that the Fund discloses that it may reserve some of its net
assets in cash to
       finance Share repurchases. Please confirm that such cash will not
include cash generated
       from selling additional Shares or from income expected to be received
during the tender
       period.

Dividend Reinvestment Plan

   14. Please disclose how the Fund will handle partial shares for purposes of
the DRIP.

Taxation of the Fund

   15. Per the second paragraph under    Investment Strategies and Overview of
the Investment
       Process    on page 9, the Fund intends to invest in municipal
obligations. Please include
       the risks relating to changes in tax rates and rules when investing in
municipal securities,
       as well as the suitability of the Fund for tax-exempt or tax-deferred
accounts and for
       investors subject to the federal alternative minimum tax, if applicable.
Please also
       include this information where appropriate elsewhere in the prospectus.

Part C

   16. Please supplementally confirm that the Fund will file executed copies of
the agreements
       listed in the exhibit index when available.

   17. Please confirm that the legal opinion (to be filed by amendment) will be
consistent with
       Staff Legal Bulletin No. 19 (Oct. 14, 2011).

Agreement and Declaration of Trust

   18. In Article IX, section 9.10 of the Agreement and Declaration of Trust,
please replace
          any of such provisions is in conflict with the 1940 Act,    with
any of such provisions is
       in conflict with the federal securities laws    or explain to us why
such change is not
       appropriate.
 Mr. Peck
Page 4

By-Laws

      19. We note that Article IV, section 4.3 of the By-Laws states that
broker non-votes will be
          counted as present for quorum purposes. Please advise us how this
provision is
          consistent with NYSE Rule 452 with respect to shareholder meetings
involving non-
          routine matters.

      20. Please revise Article VII of the By-Laws to state that this article
does not apply to claims
          arising under the federal securities laws. In an appropriate location
in the prospectus,
          please disclose this provision and its corresponding risks even as to
non-federal securities
          law claims (e.g., that shareholders may have to bring suit in an
inconvenient and less
          favorable forum) and that the provision does not apply to claims
arising under the federal
          securities laws.



                                                 *****

Responses to this letter should be made in a letter to me filed on EDGAR and in
the form of pre-
effective amendments filed pursuant to rule 472 under the Securities Act. Where
no change will
be made in a filing in response to a comment, please indicate this fact in the
letter to us and
briefly state the basis for your position.

We remind you that the Fund is responsible for the accuracy and adequacy of its
disclosure in the
registration statements, notwithstanding any review, comments, action, or
absence of action by
the staff.

Should you have any questions prior to filing a pre-effective amendment, please
contact me at
(202) 551-6869 or hunter-cecih@sec.gov.

                                                         Sincerely,

                                                         /s/ Holly Hunter-Ceci

                                                         Holly Hunter-Ceci
                                                         Senior Counsel




cc:      Joy Ausili, UMB Fund Services, Inc.
         Veena Jain, Faegre Drinker Biddle & Reath LLP
         David Manion, Staff Accountant
         Jay Williamson, Branch Chief
         Christian Sandoe, Assistant Director