UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) October 11, 2005

 

Gladstone Capital Corporation

(Exact name of registrant as specified in its chapter)

 

Maryland (State or other jurisdiction of incorporation)		814-00237 (Commission File Number)		54-2040781 (IRS Employer Identification No.)
1521 Westbranch Drive, Suite 200 McLean, Virginia (Address of principal executive offices)				22102 (Zip Code)

 

Registrant’s telephone number, including area code: (703) 287-5800

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

On October 11, 2005, the Board of Directors of Gladstone Capital Corporation (the “Company”) approved an amendment to the Company’s Code of Ethics and Business Conduct to incorporate revised procedures for the reporting of certain securities holdings and transactions of the Company’s officers and directors and the employees of the Company’s external investment adviser.

 

Item 9.01 Financial Statements and Exhibits

 

(a)          Not applicable.

(b)         Not applicable.

(c)          Not applicable.

(d)         Exhibits.

 

Exhibit No.		Description
14.1		Code of Ethics and Business Conduct

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Gladstone Capital Corporation (Registrant)
October 11, 2005	By:	/s/ Harry Brill
	(Harry Brill, Chief Financial Officer)

 

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EXHIBIT INDEX

 

Exhibit No.		Description
14.1		Code of Ethics and Business Conduct

 

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