Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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): November 27, 2012

Gladstone Investment Corporation

(Exact name of registrant as specified in its charter)

Delaware 814-00237 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 27, 2012, George Stelljes III informed the management of Gladstone Investment Corporation (the "Company") that he intends to resign as a director and the co-vice chairman, chief investment officer, and assistant secretary of the Company, although no effective date for the resignations has yet been determined. Mr. Stelljes will continue as an officer and director of Gladstone Management Corporation, the Company's investment adviser, after such resignation is effective. Mr. Stelljes will also continue to perform his duties for the Company until his resignation is effective.

Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing Mr. Stelljes' intended resignation is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, the information set forth in this Item 7.01 and in the attached exhibit is deemed to be furnished and shall not be deemed to be filed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits - The following exhibit is being furnished with this Current Report on Form 8-K.
Exhibit 99.1 - Press Release dated November 28, 2012.