8-K

                                  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):

                                   May 5, 2004

                       TECHNOLOGY INVESTMENT CAPITAL CORP.
             (Exact name of registrant as specified in its charter)


          MARYLAND                      000-50398              20-0118736
(State or other jurisdiction     (Commission File Number)    (I.R.S. Employer
     of incorporation)                                      Identification No.)


                               8 SOUND SHORE DRIVE
                               GREENWICH, CT 06830
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (203) 983-5275





ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibits.


                  EXHIBIT NO.           DESCRIPTION
                  -----------           -----------
                  99.1                  Press release dated May 5, 2004

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 5, 2004, the Company issued a press release announcing its dividend for
the quarter ending June 30, 2004. The text of the press release is included as
an exhibit to this Form 8-K. Pursuant to the rules and regulations of the
Securities and Exchange Commission, such exhibit and the information set forth
therein and herein is deemed to be furnished and shall not be deemed to be
filed.










                                   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.



Date: May 5, 2004                           TECHNOLOGY INVESTMENT CAPITAL CORP.


                                            By: /s/ Saul B. Rosenthal
                                                --------------------------------
                                                Saul B. Rosenthal
                                                Chief Operating Officer

EX-99.1

                                                                    Exhibit 99.1

           TICC ANNOUNCES DIVIDEND OF $0.11 PER SHARE FOR THE QUARTER
                              ENDED JUNE 30, 2004


Greenwich, CT - May 5, 2004 - As stated yesterday in its first quarter earnings
press release, Technology Investment Capital Corp. (Nasdaq: TICC) announced that
its Board of Directors has declared a second quarter cash dividend of $0.11 per
share, payable on June 30, 2004 to shareholders of record as of June 10, 2004.
The ex-dividend date is June 8, 2004.

The actual tax characteristics of this dividend will be reported to shareholders
on a Form 1099 after the end of the year.

ABOUT TECHNOLOGY INVESTMENT CAPITAL CORP.
We are a publicly-traded business development company principally engaged in
providing capital to small to mid-size technology-related companies. While the
structures of our financings vary, we look to invest primarily in the debt of
established technology-related businesses. Companies interested in learning more
about financing opportunities should contact Barry Osherow at (203) 661-9572 or
visit our website at www.ticc.com.

FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements subject to the inherent
uncertainties in predicting future results and conditions. Any statements that
are not statements of historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," "estimates" and similar
expressions) should also be considered to be forward-looking statements. Certain
factors could cause actual results and conditions to differ materially from
those projected in these forward-looking statements. These factors are
identified from time to time in our filings with the Securities and Exchange
Commission. We undertake no obligation to update such statements to reflect
subsequent events.