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 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
                               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 4, 2004

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 4, 2004, the Company issued a press release announcing its financial
results for the three months ended March 31, 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 4, 2004                        TECHNOLOGY INVESTMENT CAPITAL CORP.


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