Effective October 29, 2009, the Board of Directors of MCG Capital Corporation, a Delaware corporation (the "Company"), amended and restated the Company's current Amended and Restated Bylaws (such revised Bylaws referred to herein as the "Amended and Restated Bylaws").

In addition to the amendments described below, the Amended and Restated Bylaws include certain changes to (i) clarify language and (ii) make various technical corrections and non-substantive changes.

The following is a summary of the changes effected by adoption of the Amended and Restated Bylaws.

The Amended and Restated Bylaws:

· eliminate the requirement that stockholders who nominate persons for election to the Company's board:

· comply with all applicable limitations on ownership contained in the Investment Company Act of 1940 Act, as amended, and rules and regulations promulgated thereunder;

· include a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand; and

· eliminate the requirement that stockholders who propose business to come before an annual meeting of the Company's stockholders comply with all applicable limitations on ownership contained in the Investment Company Act of 1940 Act, as amended, and rules and regulations promulgated thereunder.

The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by the full text of the Amended and Restated Bylaws adopted and effective as of October 29, 2009. The Amended and Restated Bylaws as adopted and effective as of October 29, 2009, and a copy marked to show changes from the prior Amended and Restated Bylaws, are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.

(d) Exhibits.

Exhibit No.   Description


3.1           Amended and Restated Bylaws of MCG Capital
              Corporation.


3.2           Amended and Restated Bylaws of MCG Capital
              Corporation, marked to show amendments effective as
              of October 29, 2009.