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):

                                December 20, 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 December 20, 2004, Technology Investment Capital Corp. issued a press release
announcing that its Board of Directors has approved the terms of a transferable
rights offering of additional common stock of the Company. 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 December 20, 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: December 23, 2004                      TECHNOLOGY INVESTMENT CAPITAL CORP.


                                             By: /s/ Saul B. Rosenthal
                                                 ---------------------------
                                                 Saul B. Rosenthal
                                                 President

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 TERMS OF RIGHTS OFFERING


GREENWICH, CT - 12/20/2004 - Technology Investment Capital Corp. (the "Company")
(NASDAQ: TICC) announced today that its Board of Directors has approved the
terms of a transferable rights offering of additional common stock of the
Company (the "Offer"). The Offer will be made only by means of a prospectus.

The Company will issue to shareholders of record as of December 29, 2004 (the
"Record Date"), one transferable right for each share of common stock held. In
order to be a Record Date shareholder, investors must purchase shares of the
Company by no later than December 23, 2004. The rights will entitle holders to
subscribe for additional shares of the Company's common stock at a discounted
price. Holders will be able to purchase one share of common stock for every
three rights held on the Record Date. Record Date shareholders who receive less
than three rights will be entitled to purchase one share. The rights are
transferable and are expected to be admitted for trading on the Nasdaq National
Market under the symbol "TICCR," and to begin trading on December 27, 2004 on a
when issued basis.

     Important Dates:

           Rights Begin Trading:                 December 27, 2004
           Ex-Rights Date:                       December 27, 2004
           Record Date:                          December 29, 2004
           Expiration Date (unless extended):    January 25, 2005

The subscription price will not be determined until the expiration of the Offer
at 5:00 p.m. New York City time on January 25, 2005 (the "Expiration Date"),
unless extended. The subscription price (the "Subscription Price") will be
calculated as 97.5% of the volume-weighted average of the sale prices of the
Company's shares of common stock on the Nasdaq National Market on the Expiration
Date.

Record Date shareholders who exercise all rights issued to them will be entitled
to subscribe for additional shares at the Subscription price pursuant to an
over-subscription privilege. If sufficient shares are not available to honor all
over-subscription requests, available shares will be allocated pro rata among
those eligible Record Date shareholders who over-subscribe based on the number
of rights issued to them by the Company on the Record Date.

UBS Securities LLC has been selected by the Company to act as Dealer Manager for
the Offer.

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 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.




INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVE, RISKS, AND CHARGES
AND EXPENSES OF THE COMPANY. THIS INFORMATION CAN BE FOUND IN THE COMPANY'S
PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED BY CONTACTING THE INFORMATION AGENT,
EQUISERVE TRUST COMPANY, N.A., AT (732) 417-2653. AN INVESTOR SHOULD CAREFULLY
READ THE COMPANY'S PROSPECTUS BEFORE INVESTING.

THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT
SELL THE SECURITIES REFERENCED HEREIN UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT
AN OFFER TO SELL THE SECURITIES REFERENCED HEREIN AND IS NOT AN OFFER TO BUY
SUCH SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

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.

                     For further information please contact:

                          EquiServe Trust Company, N.A.

                                 (732) 417-2653