SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
BRILL HARRY

(Last) (First) (Middle)
1521 WESTBRANCH DRIVE
SUITE 200

(Street)
MCLEAN VA 22102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2005
3. Issuer Name and Ticker or Trading Symbol
GLADSTONE INVESTMENT CORPORATION\DE [ GAIN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Paula Novara, Attorney-in-fact 06/22/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and 

appoints 

each of David Gladstone, Terry Brubaker, Harry Brill, Paula Novara, Allyson Williams, Kelly Sargent 

Darren DeStefano, Bobbi Miliken and Patty Lamm, signing 

individually, the undersigned's true and lawful attorneys-in fact and agents 

to: (1) 

execute for and on behalf of the undersigned, an officer, director or holder 

of 10% 

or more of a registered class of securities of Gladstone Investment 

Corporation, a Delaware corporation

(the Company), Forms 3, 4 and 5 in accordance with Section 16(a) of the 

Securities 

Exchange Act of 1934, as amended (the Exchange Act) and the rules thereunder; 

(2) do and perform any and all acts for and on behalf of the undersigned that

 may 

be necessary or desirable to complete and execute such Form 3, 4 or 5, complete

 and

execute 

any amendment or amendments thereto, and timely file such forms or amendments 

with the 

United States Securities and Exchange Commission and any stock exchange or 

similar 

authority; and (3) take any other action of any nature whatsoever in 

connection with the 

foregoing 

which, in the opinion of such attorney-in-fact, may be of benefit, in 

the best 

interest of,

or legally required
 by, the undersigned, it being understood that the 

documents 

executed

by such attorney-in-fact on behalf of the undersigned pursuant to this 

Power of 

Attorney 

shall be in such form and shall contain such terms and conditions as 

such 

attorney-in-fact

may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power 

and 

authority 

to do and perform any and every act and thing whatsoever requisite, 

necessary, 

or proper 

to be done in the exercise of any of the rights and powers herein 

granted, 

as fully to 

all intents and purposes as the undersigned might or could do if 

personally 

present, 

with full power of substitution or revocation, hereby ratifying and 

confirming 

all that 

such attorney-in-fact, or such attorney-in-fact's substitute or 

substitutes, 

shall 

lawfully

do or cause to be done by virtue of this power of attorney and the 

rights 

and 

powers herein granted.  The undersigned acknowledges that the foregoing 

attorneys-in-fact,

in serving in such capacity at the request of the undersigned, are not 

assuming,

nor is the Company assuming, any of the undersigned's responsibilities 

to comply 

with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the 

earliest to occur of (a) the undersigned is no longer required to file 

Forms 3, 4 

and 5 with

respect to the undersigned's holdings of and transactions in securities

 issued by 

the Company, (b) revocation by the undersigned in a signed writing 

delivered to the

foregoing attorneys-in-fact or (c) as to any attorney-in-fact 

individually, until

such attorney-in-fact shall no longer be employed by the Company, Gladstone Management

Corporation or Cooley Godward 

LLP.

IN WITNESS WHEREOF, the undersigned has cause this Power of

Attorney to be

executed as of this 22nd day of June, 2005.

       

/s/ Harry T. Brill, Jr.

Harry T. Brill, Jr.