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 11, 2005

Gladstone Investment Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 0-51233 83-0423116
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1521 Westbranch Drive, Suite 200, McLean, Virginia   22102
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   703-287-5800

Not Applicable
______________________________________________
Former name or former address, 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:

[  ]  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))

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Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On October 11, 2005, the Board of Directors of Gladstone Investment Corporation (the "Company") approved an amendment to the Company's Code of Ethics and Business Conduct to incorporate revised procedures for the reporting of certain securities holdings and transactions of the Company's officers and directors and the employees of the Company's external investment adviser.





Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

Exhibit No. Description
14.1 Code of Ethics and Business Conduct





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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.

         
    Gladstone Investment Corporation
          
October 12, 2005   By:   /s/ Harry Brill
       
        Name: Harry Brill
        Title: Chief Financial Officer

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Exhibit Index


     
Exhibit No.   Description
 
14.1
  Code of Ethics and Business Conduct