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): August 7, 2008


                          NGP CAPITAL RESOURCES COMPANY
             (Exact name of Registrant as specified in its charter)


         Maryland                         814-00672              20-1371499
(State or other jurisdiction of          (Commission          (I.R.S. Employer
incorporation or organization)           File Number)        Identification No.)


   1221 McKinney Street, Suite 2975
            Houston, Texas                                  77010
(Address of principal executive offices)                 (Zip Code)


       Registrant's Telephone Number, including area code: (713) 752-0062

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):

|_|   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))



Section 7 - Regulation FD

Item 7.01.     Regulation FD Disclosure.

      On August 7, 2008,  the Registrant  issued a press release  announcing the
full realization of its investments in Rubicon Energy Partners, LLC ("Rubicon").
The text of the press release is included as Exhibit 99.1 to this Form 8-K.

      The  information  disclosed under this Item 7.01,  including  Exhibit 99.1
hereto,  is being  furnished  and shall not be deemed  "filed"  for  purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,  and shall not be
deemed  incorporated  by reference  into any filing under the  Securities Act of
1933, as amended,  except as expressly  set forth by specific  reference in such
filing.

Section 9 - Financial Statements and Exhibits

Item 9.01.     Financial Statements and Exhibits.

         c.    Exhibits

         99.1  Press Release dated August 7, 2008.


                           [Signature page to follow]



                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the  Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                        NGP CAPITAL RESOURCES COMPANY


                                        By: /s/ Stephen K. Gardner
                                            ------------------------------------
                                            Stephen K. Gardner
                                            Chief Financial Officer


Date:    August 7, 2008



                                  EXHIBIT INDEX

Exhibit
Number         Description
- -------        -----------

99.1           Press Release dated August 7, 2008.