UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 30, 2008

Gladstone Capital Corporation
(Exact name of registrant as specified in its charter)

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:

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

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

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

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

Item 8.01     Other Events.

On January 30, 2008, Gladstone Capital Corporation (NASDAQ: GLAD) (the "Company") announced the sale of 3,000,000 shares of common stock to the public pursuant to the Company’s existing shelf registration statement previously filed with, and declared effective by, the U.S. Securities and Exchange Commission (the "SEC").

Pricing was set at $17.00 per share, and net proceeds from the offering, after deducting the underwriting discount and offering expenses payable by the Company, are expected to be approximately $47,835,000 (assuming no exercise of the underwriters’ over-allotment option).  The proceeds will be used for the repayment of existing short-term debt under the Company’s line of credit.

The underwriters of the offering were Deutsche Bank Securities Inc., Oppenheimer & Co., Inc., and Robert W. Baird & Co. Incorporated.

A copy of the press release announcing the transaction is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits.

(d)       Exhibits

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.