CYNTHIA M. KRUS

DIRECT LINE: 202.383.0218

E-mail: Cynthia.krus@sutherland.com

November 21, 2012

U.S. Securities and Exchange Commission

Division of Investment Management

Attention: Mr. Vincent Di Stefano, Senior Counsel

100 F Street, NE

Washington, DC 20549

Dear Mr. Di Stefano:

On behalf of Hercules Technology Growth Capital, Inc. (the “Fund”), set forth below is the Fund’s response to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Fund in a letter dated November 2, 2012. The Staff’s comments are set forth below and are followed by the Fund’s responses.

Prospectus

General

Response: The Registration Statement is a shelf registration statement through which the Fund may offer and sell its securities on a delayed or continuous basis from time to time. The Registration Statement will serve as the base prospectus and all information specific to any sale of securities off of the shelf registration statement will be included in a prospectus supplement. Accordingly, the Fund is not selling

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any specific securities based off of the Registration Statement, and therefore has not yet submitted any underwriting arrangements or underwriting agreement to FINRA for review and approval. However, the Fund confirms that either it or the underwriters involved in any offering conducted pursuant to the Registration Statement will submit any underwriting agreement and underwriting arrangements to FINRA for review prior to completion of such an offering.

Cover

Response: Rule 415(a)(1)(x) of the Securities Act of 1933, as amended (the “Securities Act”), permits shelf offerings of “securities registered (or qualified to be registered) on Form S-3 or Form F-3 which are to be offered and sold on a continuous or delayed basis by or on behalf of the registrant.” Business development companies (“BDCs”), such as the Fund, are required to register their securities on Form N-2, and are not permitted to file a registration statement on any other form. Rule 415(a)(1)(x), however, does not require the securities to be registered on Form S-3; it is sufficient that the securities be “qualified” to be registered on Form S-3. Thus, BDCs whose securities are “qualified” to be registered on Form S-3 generally offer and sell their securities on a “continuous or delayed basis” pursuant to Rule 415(a)(1)(x).¹ The Fund meets the registrant and transaction requirements necessary to qualify to use Form S-3. Specifically, the Fund satisfies the registrant requirements of Form S-3 because:

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Moreover, the Fund satisfies the transaction requirement of Form S-3 because the securities being registered pursuant to the Registration Statement will be offered for cash by or on behalf of the Fund and the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Fund was $75 million or more as of a date within 60 days prior to the date of filing of the Registration Statement.

Summary

Our Company (p. 1)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Our Business Strategy (p. 4)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Mitigate Risk of Principal Loss and Build a Portfolio of Equity-Related Securities (p. 4)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

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Deal Sourcing Through our Proprietary Database (p. 5)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Use of Proceeds (p. 5)

Response: As discussed in response to Comment #2 above, the Registration Statement is a shelf registration statement through which the Fund may offer and sell its securities on a delayed or continuous basis. The Registration Statement will serve as the base prospectus and all information specific to any sale of securities off of the shelf registration statement (a “takedown”) will be included in a prospectus supplement. As a result, the use of proceeds will be determined in connection with each takedown and disclosed in accordance with Instruction 2 to Item 7.1 of Form N-2 in the corresponding prospectus supplement.

Response: The Fund believes that the statement that it may take as long as two years to invest the proceeds of any takedowns off of this shelf registration statement is consistent with Guide I of Form N-2, which provides that:

A business development company (“BDC”) is operated for the purpose of making investments in securities described in paragraphs (1) through (3) of Section 55(a) of the 1940 Act (15 U.S.C. 80a-54(a)(1)-(3)). The Division is of the view that Section 58 of the 1940 Act (U.S.C. 80a-57) requires a BDC to obtain the approval of its stockholders for a change of its business purpose if more than half of its total assets are not invested in the types of securities designed to meet its business purpose, in accordance with Sections 2(a)(48) and 55(a)(1)-(3) of the 1940 Act, within the earlier of: (i) two years after termination or completion of sales; (ii) 2 years after commencement of its initial public offering. The Division will not consider assets invested in money market instruments or cash equivalents to be invested in accordance with a BDC’s business purpose.

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The disclosure in the “Use of Proceeds” section provides that “substantially all of the net proceeds of any offering will be used as described above within twelve months, but in no event longer than two years. Pending such uses and investments, we will invest the net proceeds primarily in cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.” The ability of the Fund to invest the net proceeds of any offering in portfolio companies in accordance with its investment objective is dependent on market conditions and the Fund’s investment pipeline and, as a result, it is difficult to predict when substantially all of the net proceeds from any offering will be invested. The Fund notes that the timeframe it has presented is consistent with the timeframe presented by many other business development companies in their shelf registration statements.

As a result, the Fund believes that the timeframe of within twelve months, but in no event longer than two years, included in the Registration Statement is consistent with both industry practice and Guide 1 of Form N-2. Further, as noted above, if the proceeds are not invested within that timeframe, the Fund will invest net proceeds primarily in cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of such investment.

Fees and Expenses (p. 12)

Response: The Fund has updated the above-referenced disclosure in response to the Staff’s comment.

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

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Response: The Fund has updated the above-referenced disclosure in response to the Staff’s comment.

Response: In response to the Staff’s comment, the Fund has revised the above-referenced disclosure in footnote 10 to provide the correct figure of 9.6% for total annual expenses for fiscal year ended December 31, 2011.

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Risk Factors (p. 16)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

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Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment. The Company also respectfully refers the Staff to the pre-existing risk factor on page 20 entitled, “We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income,” which also addresses the effect of PIK interest.

Our business is subject to increasingly complex corporate governance . . . (p. 16)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Because we borrow money, there could be increased risk in investing in our company (p. 18)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Response: In response to the Staff’s comment, the Fund has revised the above-referenced disclosure to include the costs of other borrowings in footnote 1 to the leverage table. The costs of other borrowings were unintentionally left out of footnote 1 to the leverage table.

Because most of our investments typically are not in publicly-traded securities . . . (p. 20)

Response: Pursuant to the Fund’s valuation policies and in accordance with the Investment Company Act of 1940, as amended, the Fund’s portfolio is valued at the end of each fiscal quarter. Accordingly, events that may impact the intra-quarter

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valuation of the Fund’s portfolio will be reflected in the valuation of the Fund’s portfolio for the following quarter. The Fund will not adjust the valuation of its portfolio before that time.

We may not realize expected returns on warrants received in connection with our debt investments (p. 41)

Response: In response to the Staff’s comment, the Fund has revised the above-referenced disclosure to clarify the Fund’s investments in warrants. The Fund generally receives warrants in connection with its debt investments; however, these warrants only account for approximately 4.6% of the total value of the Fund’s portfolio investments.

If we conduct an offering of our common stock at a price below net asset value . . . (p. 44)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Price Range of Common Stock and Distributions (p. 52)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment. The Fund has revised this section to disclose the premium/discount of the high and low closing sales price to net asset value of the Fund’s stock.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (p. 56)

Response: The Fund hereby confirms that it and its subsidiaries do not currently manage other funds.

Business (p. 97)

Managerial Assistance (p. 108)

Response: The Fund has revised this statement to clarify that the Fund is required to offer to provide managerial assistance to eligible portfolio companies (emphasis added to highlight revision). The Fund respectfully refers the Staff to the disclosure on 38, 108, 110, 180 and 181 that it is required to offer to provide managerial assistance to eligible portfolio companies.

Corporate Governance (p. 139)

Response: The Fund has included a statement that the disclosure in this section was reviewed in connection with the listing of the Fund’s common stock on the New York Stock Exchange in April 2012. Other than this confirmation included by the Fund, the Fund respectfully declines to update the disclosure included in the “Corporate Governance” section of the Registration Statement. The information included in this section is updated on an annual basis in connection with the Fund’s Compensation Discussion & Analysis included in its annual proxy statement. The information in this section, along with all the executive compensation information, is updated on an annual basis. The Fund will update this information in connection with the preparation of its proxy statement for its 2013 annual meeting of shareholders. Updated information included in this section will be included in a prospectus supplement to the Registration Statement in connection with any future takedown.

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Regulation (p. 180)

Capital Structure (p. 182)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Financial Statements (F-1)

Schedule of Investments (F-5)

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Response: The Fund has revised the above-referenced disclosure in response to the Staff’s comment.

Consolidates Statements of Operations (F-108)

Response: The Fund advises the Staff on a supplemental basis that no individual expense items included under the “other administrative expenses” line item exceeded 5% of the Fund’s total expenses for the fiscal year ended December 31, 2011.

Statement of Changes in Net Assets (F-109)

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Response: The Fund’s Statement of Changes in Net Assets includes each of the applicable disclosures required by Article 6-09 of Regulation S-X. No form of presentation is mandated by Article 6-09 of Regulation S-X, and the Fund believes that its presentation of the Statement of Changes in Net Assets clearly discloses the distributions and sources thereof.

Statement of Additional Information

Response: The Fund does not currently have any shares of preferred stock outstanding and, as a result, has not filed a Statement of Rights and Privileges of holders of its shares of preferred stock. Should the Fund issue shares of preferred stock under this Registration Statement, the Fund hereby undertakes to file a Statement of Rights and Privileges of holders of its shares of preferred stock at that time.

Response: The Fund hereby undertakes to file as an exhibit to the Registration Statement, in connection with any takedown off of the shelf registration statement, an unqualified opinion of counsel as to the legality of the takedown.

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At the time the Fund requests acceleration of the effective date of the Registration Statement, it will furnish a letter to the SEC acknowledging that:

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If you have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0218.

Sincerely,

/s/ Cynthia M. Krus

Cynthia M. Krus