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901 Fifteenth Street, NW, Suite 800
Washington, DC 20005
202.729.7470
202.730.4520 fax
John Mahon
202.729.7477
Writer's E-mail Address
John.Mahon@srz.com

March 19, 2020

VIA EDGAR

Mr. Christopher Bellacicco
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: 180 Degree Capital Corp.
Preliminary Proxy Statement
(File No. 811-07074)

Dear Mr. Bellacicco:

On behalf of 180 Degree Capital Corp. (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on March 13, 2020 with respect to the Company’s preliminary proxy statement (File No. 811-07074), initially filed with the Commission on March 3, 2020 (the “Preliminary Proxy Statement”). The Staff’s comments are set forth below in italics and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Preliminary Proxy Statement. Where revisions to the Preliminary Proxy Statement are referenced in the below responses, such revisions are indicated by proposed marked pages from the Preliminary Proxy Statement attached hereto.

Cover Page

1.Comment: On page 2 of the Preliminary Proxy Statement, in describing the required vote for the election of directors at the Company's upcoming annual stockholders meeting, please revise the disclosure to more clearly explain what "election by a plurality of the votes cast" means.

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

2.Comment: In the table on page 4 of the Preliminary Proxy Statement, we note that you only provide beneficial ownership disclosure with respect to four executive officers. Please confirm that the Company only has 4 executive offers, or alternatively revise such beneficial ownership disclosure to also include the third most highly compensated executive officer, other than the Company's principal executive officer and principal financial officer.

Response: The Company advises the Staff on a supplemental basis that it presently only has four executive officers, each of whom is listed in the above-referenced beneficial ownership table.

3.Comment: On page 7 of the Preliminary Proxy Statement, we note the reference to Charles E. Ramsey's retirement from the Company's board of directors. Please revise your disclosure to clarify what will



happen upon Mr. Ramsey's retirement, including whether someone will be appointed to fill Mr. Ramsey's seat.

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

4.Comment: On page 7 of the Preliminary Proxy Statement, please revise the proxy materials to provide the tabular disclosure regarding the Company's directors required by Item 22(b) to Schedule 14A.

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

5.Comment: On page 8 of the Preliminary Proxy Statement, we note your disclosure referencing the fact that none of the Company's directors attended fewer than 75% of the Company's board and committee meetings. Please revise such disclosure to state the Company's policy regarding the attendance of its directors at such board and committee meetings.

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

6.Comment: On page 12 of the Preliminary Proxy Statement, we note the reference to the Company's status as a business development company. Please revise such disclosure to reflect the Company's current status as a registered closed-end fund, rather than a business development company.

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

7.Comment: On page 24 of the Preliminary Proxy Statement, we note the Company’s reference and description of possible audit-related fees the Company may incur. However, it does not appear that the Company has included a line item for audit related fees in its discussion of fees paid to the Company's auditor. Please revise the disclosure to address this apparent inconsistency.

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

8.Comment: Please confirm that the Company does not have an external investment adviser or external administrator.

Response: The Company confirms to the Staff that it does not currently have an external investment adviser or an external administrator. The Company is instead internally managed by its executive officers.

9.Comment: Please advise the Staff whether the Company intends to utilize either the full set delivery or "notice and access" option to distribute its proxy materials to stockholders, and confirm that the Company will comply with the application requirements of the option it selects.

Response: The Company advises the Staff on a supplemental basis that it intends to utilize the full set delivery method set forth in Rule 14a-16(n) to distribute its definitive proxy materials to its stockholders, and further confirms that it will deliver a full copy of its definitive proxy materials and annual report to each stockholder as required pursuant to Rule 14a-16(n).

* * *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 729-7477.

Sincerely,

/s/ John J. Mahon
John J. Mahon




cc: Daniel B. Wolfe, President, Chief Financial Officer and Chief Compliance Officer / 180 Degree Capital Corp.




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