Pathway Energy Infrastructure Fund, Inc.

10 East 40th Street, 42nd Floor

New York, NY 10016

(212) 448-0702

August 29, 2014

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Larry L. Greene, Esq.

Re:         Pathway Energy Infrastructure Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-186877 and 811-22807)

Dear Mr. Greene:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Pathway Energy Infrastructure Fund, Inc. (the “Company”) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 9:00 a.m., Eastern Time, on September 2, 2014 or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

·   the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·   should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·   the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·   the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Remainder of page intentionally blank]

PATHWAY ENERGY INFRASTRUCTURE FUND, INC.

 By: /s/ M. Grier Eliasek                                

        M. Grier Eliasek

        Chief Executive Officer and President