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):

                                 October 4, 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, SUITE 255
                               GREENWICH, CT 06830
              (Address of principal executive offices and zip code)

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


Check the appropriate box below if the Form 8-K 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 October 4, 2004, Technology Investment Capital Corp. issued a press release
announcing that it has completed a $13 million transaction with 3001, Inc., a
leading provider of geospatial information solutions to U.S. federal, state and
local governments, and commercial clients. Technology Investment Capital Corp.'s
investment consists of $10 million in senior notes and $3 million in preferred
and common stock and supports the recapitalization of 3001, Inc. by company
management and CM Equity Partners. The text of the press release is included as
Exhibit 99.1 to this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Not applicable.

     (b) Not applicable.

     (c) Exhibits.


         EXHIBIT NO.            DESCRIPTION
         -----------            -----------

         99.1                   Press release dated October 4, 2004







                                   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: October 5, 2004                  TECHNOLOGY INVESTMENT CAPITAL CORP.


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

EX-99.1

                                                                    Exhibit 99.1

                       TECHNOLOGY INVESTMENT CAPITAL CORP.
                         8 Sound Shore Drive, Suite 255
                               Greenwich, CT 06830
                     Tel: (203) 983-5275 Fax: (203) 983-5290

             TICC ANNOUNCES $13 MILLION TRANSACTION WITH 3001, INC.

Greenwich, CT - 10/04/2004 - Technology Investment Capital Corp. (NASDAQ: TICC)
announced today that it has completed a $13 million transaction with 3001, Inc.,
a leading provider of geospatial information solutions to U.S. federal, state
and local governments, and commercial clients. TICC's investment consists of $10
million in senior notes and $3 million in preferred and common stock and
supports the recapitalization of 3001 by company management and CM Equity
Partners.

ABOUT 3001, INC.
3001 is a leading single-source provider of geospatial data production and
analysis, including airborne imaging, surveying, mapping, and Geographic
Information Systems (GIS), used for domestic and international civilian,
defense, and intelligence initiatives, to develop and maintain public and
private sector infrastructure, and to better understand the land and its
resources. Please visit www.3001data.com for more information.

ABOUT CM EQUITY PARTNERS
CM Equity Partners is a private equity investment firm which makes investments
in middle-market companies operating primarily in the United States and Canada.
CM Equity Partners is affiliated with Carl Marks & Co, Inc., one of the oldest
merchant banking firms in the United States. Please visit www.cmequity.com for
more information.

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 non-public
debt and equity 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.