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):

                                February 4, 2005

                       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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 4, 2005, the Company issued a press release announcing the final
results of its rights offering. The text of the press release is included as an
exhibit 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 February 4, 2005








                                   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: February 4, 2005                       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 FINAL RESULTS OF RIGHTS OFFERING

Greenwich, CT - 2/04/2005 - Technology Investment Capital Corp. (NASDAQ: TICC)
announced today the final results of its rights offering, which entitled holders
of rights to purchase one share of common stock for every three rights held at a
subscription price of $14.029 per share. The offering expired January 25, 2005
at 5:00 P.M. New York City time.

Proceeds to TICC after payment of dealer manager fees and before payment of
other offering-related expenses were approximately $42 million. TICC intends to
use the net proceeds from this offering to fund investments in accordance with
its investment objective.

UBS Securities LLC acted as Dealer Manager for the rights offering.

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.


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.