UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 x QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended May 31, 2008
 OR
 o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period
from                    to
 COMMISSION FILE NUMBER: 001-33292
 TORTOISE CAPITAL RESOURCES CORPORATION
  MARYLAND
     
     20-3431375(State or other jurisdiction of incorporation or organization)
     
     (I.R.S. Employer Identification No.)
 11550 ASH STREET, SUITE 300 LEAWOOD, KANSAS 66211
  (913) 981-1020
  10801 MASTIN BOULEVARD, SUITE 222 OVERLAND PARK, KANSAS 66210
  þ o
  o þ o o
  o þ
   
 Tortoise Capital Resources Corporation
 FORM 10-Q
 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2008
 TABLE OF CONTENTS
 PART I.
     
     FINANCIAL INFORMATIONItem 1.
     
     Financial StatementsStatements of Assets and Liabilities as of May 31, 2008 (unaudited) and
     November 30, 2007Schedules of Investments as of May 31, 2008 (unaudited)and November 30, 2007Statements of Operations for the three and six months ended May 31, 2008 (unaudited)
     and the three and six months ended May 31, 2007 (unaudited)Statements of Changes in Net Assets for the six months ended May 31, 2008 (unaudited),
     the six months ended May 31, 2007 (unaudited)and the year ended November 30, 2007Statements of Cash Flows for the six months ended May 31, 2008(unaudited)
     and the six months ended May 31, 2007 (unaudited)Financial Highlights for the six months ended May 31, 2008 (unaudited),
     the six months ended May 31, 2007 (unaudited)and the year ended November 30, 2007Notes to Financial Statements (unaudited)Item 2.
     
     Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.
     
     Quantitative and Qualitative Disclosures About Market RiskItem 4.
     
     Controls and ProceduresPART II.
     
     OTHER INFORMATIONItem 1.
     
     Legal ProceedingsItem 1A.
     
     Risk FactorsItem 2.
     
     Unregistered Sales of Equity Securities and Use of ProceedsItem 3.
     
     Defaults Upon Senior SecuritiesItem 4.
     
     Submission of Matters to a Vote of Security HoldersItem 5.
     
     Other InformationItem 6.
     
     ExhibitsSIGNATURES
  
    Tortoise Capital Resources CorporationSTATEMENTS OF ASSETS & LIABILITIES
 May 31, 2008
     
     November 30, 2007(Unaudited)AssetsInvestments at fair value, control (cost $22,191,839 and $20,521,816, respectively)
     $
     24,966,263
     
     $
     23,292,904Investments at fair value, affiliated (cost $94,225,138 and $95,507,198, respectively)
     
     106,237,490
     
     
     98,007,275Investments at fair value, non-affiliated (cost $30,547,112 and $31,716,576, respectively)
     
     34,648,388
     
     
     37,336,154Total investments (cost $146,964,089 and $147,745,590, respectively)
     
     165,852,141
     
     
     158,636,333Income tax receivable
     
     218,935
     
     
     218,935Receivable for Adviser expense reimbursement
     
     98,333
     
     
     94,181Interest receivable from control investments
     
     125,280
     
     
     68,686Dividends and distributions receivable
     
     133,034
     
     
     1,419Prepaid expenses and other assets
     
     223,124
     
     
     154,766Total assets
     
     166,650,847
     
     
     159,174,320LiabilitiesBase management fees payable to Adviser
     
     589,995
     
     
     565,086Accrued capital gain incentive fees payable to Adviser (Note 4)
     
     1,395,113
     
     
     307,611Distribution payable to common stockholders
     
     2,330,092
     
     
     Payable for investments purchased
     
     
     
     
     1,235,994Accrued expenses and other liabilities
     
     427,307
     
     
     419,744Short-term borrowings
     
     33,800,000
     
     
     30,550,000Deferred tax liability
     
     6,590,578
     
     
     4,182,919Total liabilities
     
     45,133,085
     
     
     37,261,354Net assets applicable to common stockholders
     $
     121,517,762
     
     $
     121,912,966Net Assets Applicable to Common Stockholders Consist of:Warrants, no par value; 945,594 issued and outstandingat May 31, 2008 and 945,774 issued and outstanding atNovember 30, 2007 (5,000,000 authorized)
     $
     1,370,700
     
     $
     1,370,957Capital stock, $0.001 par value; 8,876,540 shares issued andoutstanding at May 31, 2008 and 8,858,168 issued and outstandingat November 30, 2007 (100,000,000 shares authorized)
     
     8,858
     
     
     8,858Additional paid-in capital
     
     110,863,178
     
     
     115,186,412Accumulated net investment loss, net of deferred tax benefit
     
     (2,595,817
     )
     
     (1,565,774
     )Accumulated realized gain, net of deferred tax expense
     
     160,474
     
     
     160,474Net unrealized appreciation of investments, net of deferred tax expense
     
     11,710,369
     
     
     6,752,039Net assets applicable to common stockholders
     $
     121,517,762
     
     $
     121,912,966Net Asset Value per common share outstanding (net assets applicableto common stock, divided by common shares outstanding)
     $
     13.69
     
     $
     13.76
 See accompanying Notes to Financial Statements.
  
  Tortoise Capital Resources Corporation
SCHEDULE OF INVESTMENTS
May 31, 2008  (Unaudited)
 Company
     Energy Infrastructure Segment
     Type of Investment
     
     Cost
     
     
     Fair ValueControl Investments (1)Mowood, LLC
     Downstream
     Equity Interest (99%) (2)
     $
     3,500,000
     
     $
     4,127,557Subordinated Debt (12% Due 7/1/2016) (2)
     
     7,050,000
     
     
     7,050,000VantaCore Partners LP
     Aggregate
     Common Units (425,000) (2)
     
     7,839,443
     
     
     9,940,597Subordinated Debt (8.20% Due 5/21/2014) (2) (3)
     
     3,750,000
     
     
     3,750,000Incentive Distribution Rights (789)(2) (7)
     
     52,396
     
     
     98,109Total Control Investments - 20.6% (4)
     
     
     
     22,191,839
     
     
     24,966,263Affiliated Investments (5)High Sierra Energy, LP
     Midstream
     Common Units (999,614) (2)
     
     22,930,679
     
     
     27,279,466International Resource Partners LP
     Coal
     Class A Units (500,000) (2)
     
     9,600,000
     
     
     10,360,329LONESTAR Midstream Partners, LP
     Midstream
     Class A Units (1,305,275) (2) (6)
     
     24,872,660
     
     
     26,229,062LSMP GP, LP
     Midstream
     GP LP Units (180) (2)
     
     572,002
     
     
     1,722,163Quest Midstream Partners, L.P.
     Midstream
     Common Units (1,180,946) (2)
     
     20,461,034
     
     
     20,076,082Millennium Midstream Partners, LP
     Midstream
     Class A Common Units (875,000) (2)
     
     15,744,410
     
     
     19,882,745Incentive Distribution Rights (78) (2) (7)
     
     44,353
     
     
     687,643Total Affiliated Investments - 87.4% (4)
     
     
     
     94,225,138
     
     
     106,237,490Non-affiliated InvestmentsAbraxas Energy Partners, L.P.
     Upstream
     Common Units (450,181) (2)
     
     7,018,547
     
     
     7,369,463Eagle Rock Energy Partners, L.P. (8)
     Midstream
     Common Units (659,071)
     
     10,324,679
     
     
     11,415,110EV Energy Partners, L.P. (8)
     Upstream
     Common Units (217,391)
     
     7,373,164
     
     
     6,793,469Legacy Reserves LP (8)
     Upstream
     Limited Partner Units (264,705)
     
     3,702,535
     
     
     6,096,156High Sierra Energy GP, LLC
     Midstream
     Equity Interest (2.37%) (2)
     
     2,001,118
     
     
     2,847,121First American Government Obligations Fund
     Short-term investment
     Class Y shares
     
     127,069
     
     
     127,069Total Non-affiliated Investments - 28.5% (4)
     
     
     
     30,547,112
     
     
     34,648,388Total Investments - 136.5%(4)
     
     
     $
     146,964,089
     
     $
     165,852,141
 (1)    Control investments are generally defined
under the Investment Company Act of 1940 as companies in which at least 25% of the voting securities are owned; see Note 8 to the financial
statements for further disclosure.
 (2)    Restricted securities have a total fair value of
$141,420,337, which represents 116.4% of net assets applicable to common stockholders; see Note 7 to the financial statements for further
disclosure.
 (3)    Security is a variable rate instrument. Interest rate is as
of May 31, 2008.
 (4)    Calculated as a percentage of net assets applicable to
common stockholders.
 (5)    Affiliated investments are generally defined under the
Investment Company Act of 1940 as companies in which at least 5% of the voting securities are owned. Affiliated investments in which at
least 25% of the voting securities are owned are generally defined as control investments as described in footnote 1; see Note 8 to the
financial statements for further disclosure.
 (6)    Distributions are paid-in-kind.
 (7)    Currently non-income producing.
 (8)    Publicly-traded company.
 See accompanying Notes to Financial Statements.
  
 Tortoise Capital Resources Corporation
SCHEDULE OF INVESTMENTS
November 30, 2007
 Company
     Energy Infrastructure Segment
     Type of Investment
     
     Cost
     
     
     Fair ValueControl Investments (1)Mowood, LLC
     Downstream
     Equity Interest (100%) (2)
     $
     1,500,000
     
     $
     2,816,148Subordinated Debt (12% Due 7/1/2016) (2)
     
     7,050,000
     
     
     7,050,000VantaCore Partners LP
     Aggregate
     Common Units (425,000) (2)
     
     8,169,420
     
     
     9,458,350Subordinated Debt (10.73% Due 5/21/2014) (2) (3)
     
     3,750,000
     
     
     3,750,000Incentive Distribution Rights (789)(2) (7)
     
     52,396
     
     
     218,406Total Control Investments - 19.1% (4)
     
     
     
     20,521,816
     
     
     23,292,904Affiliated Investments (5)High Sierra Energy, LP
     Midstream
     Common Units (999,614) (2)
     
     24,005,079
     
     
     27,279,466International Resource Partners LP
     Coal
     Class A Units (500,000) (2)
     
     9,840,000
     
     
     9,048,521LONESTAR Midstream Partners, LP
     Midstream
     Class A Units (1,184,532) (2) (6)
     
     23,395,520
     
     
     23,418,198LSMP GP, LP
     Midstream
     GP LP Units (180 units) (2)
     
     549,142
     
     
     679,482Quest Midstream Partners, L.P.
     Midstream
     Common Units (1,180,946) (2)
     
     21,235,694
     
     
     21,847,501Millennium Midstream Partners, LP
     Midstream
     Class A Common Units (875,000) (2)
     
     16,437,410
     
     
     15,452,412Incentive Distribution Rights (78) (2) (7)
     
     44,353
     
     
     281,695Total Affiliated Investments - 80.4% (4)
     
     
     
     95,507,198
     
     
     98,007,275Non-affiliated InvestmentsAbraxas Energy Partners, L.P.
     Upstream
     Common Units (450,181) (2)
     
     7,286,495
     
     
     7,365,704Eagle Rock Energy Partners, L.P. (8)
     Midstream
     Common Units (659,071)
     
     10,931,340
     
     
     13,893,217EV Energy Partners, L.P. (8)
     Upstream
     Common Units (217,391) (2)
     
     7,407,816
     
     
     7,356,511Legacy Reserves LP (8)
     Upstream
     Limited Partner Units (264,705)
     
     3,871,099
     
     
     5,654,099High Sierra Energy GP, LLC
     Midstream
     Equity Interest (2.37%) (2)
     
     2,000,324
     
     
     2,847,121First American Government Obligations Fund
     Short-term investment
     Class Y shares
     
     219,502
     
     
     219,502Total Non-affiliated Investments - 30.6% (4)
     
     
     
     31,716,576
     
     
     37,336,154Total Investments - 130.1%(4)
     
     
     $
     147,745,590
     
     $
     158,636,333
 (1)    Control investments are
generally defined under the Investment Company Act of 1940 as companies in which at least 25% of the voting securities are owned; see Note 8
to the financial statements for further disclosure.
 (2)    Restricted securities have a total fair value
of $138,869,515, which represents 113.9% of net assets applicable to common stockholders. These securities are deemed to be restricted; see
Note 7 to the financial statements for further disclosure.
 (3)    Security is a variable rate instrument.
Interest rate is as of November 30, 2007.
 (4)    Calculated as a percentage of net assets applicable to common stockholders.
 (5)    Affiliated investments are generally defined
under the Investment Company Act of 1940 as companies in which at least 5% of the voting securities are owned. Affiliated investments in
which at least 25% of the voting securities are owned are generally defined as control investments as described in footnote 1; see Note 8 to
the financial statements for further disclosure.
 (6)    Distributions are paid-in-kind.
 (7)    Currently non-income producing.
 (8)    Publicly-traded company.
 See accompanying Notes to Financial Statements.
  
  Tortoise Capital Resources Corporation
STATEMENTS OF OPERATIONS (Unaudited)
 For the three months ended May 31, 2008
     
     For the three months ended May 31, 2007
     
     For the six months ended May 31, 2008
     
     For the six months ended May 31, 2007Investment IncomeDistributions from investmentsControl investments
     $
     344,597
     
     $
     
     
     $
     627,501
     
     $
     Affiliated investments
     
     1,709,792
     
     
     1,078,025
     
     
     3,359,680
     
     
     1,333,282Non-affiliated investments
     
     719,544
     
     
     347,442
     
     
     1,407,467
     
     
     695,872Total distributions from investments
     
     2,773,933
     
     
     1,425,467
     
     
     5,394,648
     
     
     2,029,154Less return of capital on distributions
     
     (2,330,564
     )
     
     (1,484,141
     )
     
     (4,190,305
     )
     
     (1,964,198
     )Net distributions from investments
     
     443,369
     
     
     (58,674
     )
     
     1,204,343
     
     
     64,956Interest income from control investments
     
     301,944
     
     
     162,404
     
     
     615,353
     
     
     290,876Dividends from money market mutual funds
     
     817
     
     
     442,126
     
     
     3,127
     
     
     581,659Other income
     
     
     
     
     
     
     
     28,987
     
     
     Total Investment Income
     
     746,130
     
     
     545,856
     
     
     1,851,810
     
     
     937,491Operating ExpensesBase management fees
     
     589,996
     
     
     468,012
     
     
     1,175,249
     
     
     848,079Capital gain incentive fees (Note 4)
     
     1,367,168
     
     
     1,008,867
     
     
     1,087,503
     
     
     1,496,494Professional fees
     
     164,131
     
     
     157,467
     
     
     315,882
     
     
     214,848Administrator fees
     
     27,408
     
     
     20,063
     
     
     54,558
     
     
     30,736Directors' fees
     
     22,083
     
     
     25,205
     
     
     44,746
     
     
     48,373Reports to stockholders
     
     13,056
     
     
     11,847
     
     
     25,971
     
     
     16,305Fund accounting fees
     
     8,550
     
     
     8,428
     
     
     17,038
     
     
     14,277Registration fees
     
     7,458
     
     
     6,395
     
     
     14,834
     
     
     8,063Custodian fees and expenses
     
     4,684
     
     
     2,545
     
     
     9,369
     
     
     5,145Stock transfer agent fees
     
     3,403
     
     
     3,680
     
     
     6,769
     
     
     7,280Other expenses
     
     11,742
     
     
     11,454
     
     
     23,629
     
     
     17,992Total Operating Expenses
     
     2,219,679
     
     
     1,723,963
     
     
     2,775,548
     
     
     2,707,592Interest expense
     
     435,594
     
     
     (5,771
     )
     
     933,498
     
     
     117,710Preferred stock distributions
     
     
     
     
     
     
     
     
     
     
     228,750Loss on redemption of preferred stock
     
     
     
     
     (33,346
     )
     
     
     
     
     731,713Total Interest Expense, Preferred Stock Distributionsand Loss on Redemption of Preferred Stock
     
     435,594
     
     
     (39,117
     )
     
     933,498
     
     
     1,078,173Total Expenses
     
     2,655,273
     
     
     1,684,846
     
     
     3,709,046
     
     
     3,785,765Less expense reimbursement by Adviser
     
     (104,228
     )
     
     
     
     
     (195,875
     )
     
     Net Expenses
     
     2,551,045
     
     
     1,684,846
     
     
     3,513,171
     
     
     3,785,765Net Investment Loss, before Income Taxes
     
     (1,804,915
     )
     
     (1,138,990
     )
     
     (1,661,361
     )
     
     (2,848,274
     )Deferred tax benefit
     
     685,869
     
     
     432,817
     
     
     631,318
     
     
     747,257Net Investment Loss
     
     (1,119,046
     )
     
     (706,173
     )
     
     (1,030,043
     )
     
     (2,101,017
     )Realized and Unrealized Gain on InvestmentsNet realized gain on investments, before deferred tax expense
     
     
     
     
     13,712
     
     
     
     
     
     13,712Deferred tax expense
     
     
     
     
     (5,211
     )
     
     
     
     
     (5,211
     )Net Realized Gain on Investments
     
     
     
     
     8,501
     
     
     
     
     
     8,501Net unrealized appreciation (depreciation) of control investments
     
     (1,257,164
     )
     
     40,435
     
     
     3,336
     
     
     173,954Net unrealized appreciation of affiliated investments
     
     10,055,991
     
     
     1,505,983
     
     
     9,749,617
     
     
     1,965,951Net unrealized appreciation (depreciation) of non-affiliated investments
     
     2,646,187
     
     
     5,179,360
     
     
     (1,755,646
     )
     
     7,507,863Net unrealized appreciation, before deferred taxes
     
     11,445,014
     
     
     6,725,778
     
     
     7,997,307
     
     
     9,647,768Deferred tax expense
     
     (4,349,106
     )
     
     (2,555,796
     )
     
     (3,038,977
     )
     
     (3,666,151
     )Net Unrealized Gain on Investments
     
     7,095,908
     
     
     4,169,982
     
     
     4,958,330
     
     
     5,981,617Net Realized and Unrealized Gain on Investments
     
     7,095,908
     
     
     4,178,483
     
     
     4,958,330
     
     
     5,990,118Net Increase in Net Assets Applicable to Common StockholdersResulting from Operations
     $
     5,976,862
     
     $
     3,472,310
     
     $
     3,928,287
     
     $
     3,889,101Net Increase in Net Assets Applicable to Common StockholdersResulting from Operations Per Common Share:Basic
     $
     0.67
     
     $
     0.39
     
     $
     0.44
     
     $
     0.58Diluted
     $
     0.67
     
     $
     0.35
     
     $
     0.44
     
     $
     0.51Weighted Average Shares of Common Stock Outstanding:Basic
     
     8,876,540
     
     
     8,830,580
     
     
     8,858,213
     
     
     6,653,445Diluted
     
     8,876,540
     
     
     9,785,726
     
     
     8,858,213
     
     
     7,587,209
 See accompanying Notes to Financial Statements.
  
  Tortoise Capital Resources CorporationSTATEMENTS OF CHANGES IN NET ASSETS
 For the six months ended May 31, 2008
     
     For the six months ended May 31, 2007
     
     For the year ended November 30, 2007(Unaudited)
     
     (Unaudited)OperationsNet investment loss
     $
     (1,030,043
     )
     $
     (2,101,017
     )
     $
     (1,565,774
     )Net realized gain on investments
     
     
     
     
     8,501
     
     
     161,380Net unrealized appreciation on investments
     
     4,958,330
     
     
     5,981,617
     
     
     6,548,370Net increase in net assets applicable to common
stockholders resulting from operations
     
     3,928,287
     
     
     3,889,101
     
     
     5,143,976Distributions
to Common StockholdersNet investment income
     
     
     
     
     
     
     
     Return of capital
     
     (4,544,679
     )
     
     (1,722,895
     )
     
     (5,349,244
     )Total distributions to common stockholders
     
     (4,544,679
     )
     
     (1,722,895
     )
     
     (5,349,244
     )Capital
Stock TransactionsProceeds from initial public offering of 5,740,000
common shares
     
     
     
     
     86,100,000
     
     
     86,100,000Proceeds from issuance of 185,006 warrants
     
     
     
     
     283,059
     
     
     283,050Proceeds from exercise of 180 warrants
     
     2,700
     
     
     
     
     
     Proceeds from exercise of 9,125 warrants
     
     
     
     
     136,875
     
     
     Proceeds from exercise of 11,350 warrants
     
     
     
     
     
     
     
     170,250Underwriting discounts and offering expenses
associated with the issuance of
     
     common stock
     
     
     
     
     (6,877,574
     )
     
     (7,006,341
     )Issuance of 18,192 and 18,222 common shares from reinvestment of distributions
     
     218,488
     
     
     
     
     
     242,873to stockholders, respectively
     
     218,488
     
     
     
     
     
     242,873Net increase in net assets, applicable to common
stockholders, from capital stock transactions
     
     221,188
     
     
     79,642,360
     
     
     79,789,832Total increase (decrease) in net assets applicable
to common stockholders
     
     (395,204
     )
     
     81,808,566
     
     
     79,584,564Net AssetsBeginning of period
     
     121,912,966
     
     
     42,328,402
     
     
     42,328,402End of period
     $
     121,517,762
     
     $
     124,136,968
     
     $
     121,912,966Accumulated net investment loss, net of deferred tax benefit, at the end of period
     $
     (2,595,817
     )
     $
     (2,101,017
     )
     $
     (1,565,774
     )
 See accompanying Notes to Financial Statements.
  
  Tortoise Capital Resources Corporation
STATEMENT OF CASH FLOWS (Unaudited)
 For the six monthsended May 31, 2008
     
     For the six monthsended May 31, 2007Cash Flows From Operating ActivitiesDistributions received from investments
     $
     5,262,551
     
     $
     2,029,104Interest and dividend income received
     
     560,754
     
     
     754,385Purchases of long-term investments
     
     (4,735,994
     )
     
     (58,000,016
     )Proceeds (purchases) of short-term investments, net
     
     92,425
     
     
     (22,331,715
     )Interest expense paid
     
     (973,916
     )
     
     (122,231
     )Distributions to preferred stockholders
     
     
     
     
     (228,750
     )Current tax expense paid
     
     
     
     
     (18,600
     )Operating expenses paid
     
     (1,462,421
     )
     
     (877,205
     )Net cash used in operating activities
     
     (1,256,601
     )
     
     (78,795,028
     )Cash Flows from Financing ActivitiesIssuance of common stock (including warrant exercises)
     
     2,700
     
     
     86,236,875Common stock issuance costs
     
     
     
     
     (6,684,333
     )Issuance of preferred stock
     
     
     
     
     18,216,941Redemption of preferred stock
     
     
     
     
     (18,870,000
     )Preferred stock issuance costs
     
     
     
     
     (78,654
     )Issuance of warrants
     
     
     
     
     283,059Advances from revolving line of credit
     
     8,750,000
     
     
     12,600,000Repayments on revolving line of credit
     
     (5,500,000
     )
     
     (12,600,000
     )Distributions paid to common stockholders
     
     (1,996,099
     )
     
     (308,860
     )Net cash provided by financing activities
     
     1,256,601
     
     
     78,795,028Net change in cash
     
     
     
     
     Cashbeginning of period
     
     
     
     
     Cashend of period
     $
     
     
     $
     Reconciliation of net increase in net assets applicable to common stockholdersresulting from operations to net cash used in operating activitiesNet increase in net assets applicable to common stockholders resulting from operations
     $
     3,928,287
     
     $
     3,889,101Adjustments to reconcile net increase in net assets applicable to common stockholdersresulting from operations to net cash used in operating activities:Purchases of long-term investments
     
     (3,500,000
     )
     
     (58,000,016
     )Return of capital on distributions received
     
     4,190,305
     
     
     1,964,198Proceeds (purchases) of short-term investments, net
     
     92,425
     
     
     (22,331,715
     )Accrued capital gain incentive fees payable to Adviser
     
     1,087,503
     
     
     1,496,494Deferred income tax expense
     
     2,407,659
     
     
     2,924,105Amortization of issuance costs
     
     14,267
     
     
     Realized gains on investments
     
     
     
     
     (13,712
     )Loss on redemption of preferred stock
     
     
     
     
     731,713Net unrealized appreciation of investments
     
     (7,997,307
     )
     
     (9,647,768
     )Changes in operating assets and liabilities:Increase in interest, dividend and distribution receivable
     
     (188,209
     )
     
     (118,200
     )Increase in prepaid expenses and other assets
     
     (83,866
     )
     
     (13,850
     )Decrease in current tax liability
     
     
     
     
     (18,600
     )Increase in management fees payable to Adviser, net of expense reimbursement
     
     20,757
     
     
     355,235Decrease in payable for investments purchased
     
     (1,235,994
     )
     
     Increase (decrease) in accrued expenses and other liabilities
     
     7,572
     
     
     (12,013
     )Total adjustments
     
     (5,184,888
     )
     
     (82,684,129
     )Net cash used in operating activities
     $
     (1,256,601
     )
     $
     (78,795,028
     )Non-Cash Financing ActivitiesReinvestment of distributions by common stockholders in additional common shares
     $
     218,488
     
     $
     
 See accompanying Notes to Financial Statements.
  
  Tortoise Capital Resources CorporationFINANCIAL HIGHLIGHTS
 For the six monthsended May 31, 2008
     
     For the six monthsended May 31, 2007
     
     For the year endedNovember 30, 2007(Unaudited)
     
     (Unaudited)Per Common Share Data(1)Net Asset Value, beginning of period
     $
     13.76
     
     $
     13.70
     
     $
     13.70Premium less underwriting discounts and offering costs on initial publicoffering of common shares(2)
     
     
     
     
     0.02
     
     
     Underwriting discounts and offering costs on issuance of common shares
     
     
     
     
     
     
     
     0.01Income from Investment Operations:Net investment loss(3)
     
     (0.12
     )
     
     (0.24
     )
     
     (0.18
     )Net realized and unrealized gain on investments(3)
     
     0.56
     
     
     0.83
     
     
     0.90Total increase from investment operations
     
     0.44
     
     
     0.59
     
     
     0.72Less Distributions to Common Stockholders:Net investment income
     
     
     
     
     
     
     
     Return of capital
     
     (0.51
     )
     
     (0.26
     )
     
     (0.67
     )Total distributions to common stockholders
     
     (0.51
     )
     
     (0.26
     )
     
     (0.67
     )Net Asset Value, end of period
     $
     13.69
     
     $
     14.05
     
     $
     13.76Per common share market value, end of period
     $
     12.45
     
     $
     17.85
     
     $
     11.66Total Investment Return, including capital gain incentive fees, based on net asset value(4)
     
     3.71
     %
     
     4.22
     %
     
     5.35
     %Total Investment Return, excluding capital gain incentive fees, based on net asset value(4)
     
     4.69
     %
     
     5.48
     %
     
     5.57
     %Total Investment Return, based on market value(5)
     
     11.30
     %
     
     20.07
     %
     
     (19.05
     )%Supplemental Data and RatiosNet assets applicable to common stockholders, end of period (000's)
     $
     121,518
     
     $
     124,137
     
     $
     121,913Ratio of expenses (including current and deferred income tax expense (benefit)and capital gain incentive fees) to average net assets(6)(7)(8)
     
     9.86
     %
     
     14.66
     %
     
     8.35
     %Ratio of expenses (excluding current and deferred income tax expense (benefit))to average net assets(6)(9)
     
     5.85
     %
     
     8.27
     %
     
     4.69
     %Ratio of expenses (excluding current and deferred income tax expense (benefit))and capital gain incentive fees) to average net assets(6)(9)(10)
     
     4.04
     %
     
     5.00
     %
     
     4.40
     %Ratio of net investment income (loss) to average net assets before currentand deferred income tax expense (benefit) and capital gain incentive fees(6)(9)(10)
     
     (0.96
     )%
     
     (2.95
     )%
     
     (1.58
     )%Ratio of net investment income (loss) to average net assets before currentand deferred income tax expense (benefit)(6)(8)(9)
     
     (2.77
     )%
     
     (6.22
     )%
     
     (1.87
     )%Ratio of net investment income (loss) to average net assets after currentand deferred income tax expense (benefit) and capital gain incentive fees(6)(7)(8)
     
     (6.78
     )%
     
     (12.61
     )%
     
     (5.52
     )%Portfolio turnover rate(6)
     
     0.00
     %
     
     0.00
     %
     
     0.62
     %Short-term borrowings, end of period (000's)
     $
     33,800
     
     $
     
     
     $
     30,550Asset coverage, per $1,000 of short-term borrowings(11)
     $
     4,595
     
     $
     
     
     $
     4,991Asset coverage ratio of short-term borrowings(11)
     
     460
     %
     
     
     
     
     499
     %
              
  TORTOISE CAPITAL RESOURCES CORPORATIONNOTES TO FINANCIAL STATEMENTS(Unaudited)May 31, 2008
 1. Organization
  2. Significant Accounting Policies
 Use of Estimates
 Investment Valuation
 Fair Value Measurements
     
        Interest and Fee Income
 Security Transactions and Investment Income
   
   Distributions to Stockholders
 Federal and State Income Taxation
 Accounting for Uncertainty in Income Taxes
  Organization Expenses and Offering Costs
 Indemnifications
 3. Concentration of Risk
   
 4. Agreements
       
      5. Income Taxes
  May 31, 2008
     November 30, 2007Deferred tax assets:Organization costs
     $                 28,154
     $                    29,280Capital gain incentive fees
     530,143
     116,892Net operating loss carry forwards
     3,128,707
     1,397,6843,687,004
     1,543,856Deferred tax liabilities:Net unrealized gains on investment securities
     7,177,462
     4,138,485Basis reduction of investment in MLPs
     3,100,120
     1,588,29010,277,582
     5,726,775Total net deferred tax liability
     $            6,590,578
     $               4,182,919
    
 For the three
     
     For the threemonths ended
     
     months endedMay 31, 2008
     
     May 31, 2007Application of statutory income tax rate
     $            3,277,633
     
     $            1,904,170State income taxes, net of federal taxes
     385,604
     
     224,020Total tax expense
     $            3,663,237
     
     $            2,128,190For the six
     
     For the sixmonths ended
     
     months endedMay 31, 2008
     
     May 31, 2007Application of statutory income tax rate
     $            2,154,221
     
     $            2,316,490State income taxes, net of federal taxes
     253,438
     
     272,528Preferred distributions
     
     
     86,925Loss on redemption of preferred stock
     
     
     248,163Total tax expense (benefit)
     $            2,407,659
     
     $            2,924,105
      6. Fair Value of Financial Instruments
       
 Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets for
     Significant Other
     SignificantFair Value at
     
     Identical Assets
     Observable Inputs
     Unobservable InputsDescription
     May 31, 2008
     
     (Level 1)
     (Level 2)
     (Level 3)Investments
     $165,852,141
     
     $24,431,804
     $27,951,225
     $113,469,112
 Fair Value Measurements Using Significant 
       Unobservable Inputs (Level 3) 
       InvestmentsFor the three months endedFebruary 29, 2008
     May 31, 2008Fair value beginning balance
     $        131,513,004
     $        133,475,756Total gains
     (realized or unrealized) included in net increase(decrease) in net assets applicable to common stockholders
     1,454,924
     7,340,380Purchases, issuances, and settlements
     2,001,241
     1,500,000Return of capital adjustments impacting cost basis of securities
     (1,493,413)
     (895,799)Transfers in (out) of Level 3
     
     (27,951,225)
     (1)Fair value ending balance
     $        133,475,756
     $        113,469,112
 (1) See Note 15-Subsequent Events for additional information.
 7. Restricted Securities
  May 31, 2008Investment Security
     Equity Interest, Units or Principal Amount
     AcquisitionDate(s)
     AcquisitionCost
     Fair Value Per Unit
     Fair Value as Percent of Net AssetsAbraxas Energy Partners, L.P.
     Common Units
     450,181
     5/25/07
     $7,500,015
     $16.37
     6.1%High Sierra Energy, LP
     Common Units
     999,614
     11/2/06,6/15/07
     24,828,836
     27.29
     22.4High Sierra Energy GP, 
       LLC
     Equity Interest
     2.37%
     11/2/06,5/1/07
     2,006,732
     N/A
     2.3International Resource Partners LP
     Class A Common Units
     500,000
     6/12/07
     10,000,000
     20.72
     8.5LONESTAR Midstream Partners, LP
     Class A Common Units
     1,305,275
     7/27/07,9/17/07,12/17/07,4/2/08
     24,872,660
     20.10
     21.6LSMP GP, LP
     GP LP Units
     180
     7/27/07,9/17/07,12/17/07,4/2/08
     572,002
     9,567.57
     1.4Millennium Midstream Partners, LP
     Class A Common Units
     875,000
     12/28/06
     17,455,647
     22.72
     16.4Incentive Distribution Rights
     78
     12/28/06
     44,353
     8,815.94
     0.6Mowood, LLC
     Equity Interest
     99%
     6/5/06,5/4/07,1/10/08
     3,500,000
     N/A
     3.4Subordinated Debt
     $7,050,000
     6/5/06,5/4/07,6/29/07
     7,050,000
     N/A
     5.8Quest Midstream Partners, L.P.
     Common Units
     1,180,946
     12/22/06
     22,200,001
     17.00
     16.5VantaCore Partners LP
     Common Units
     425,000
     5/21/07
     8,447,604
     23.39
     8.2Incentive Distribution Rights
     789
     5/21/07
     52,396
     124.35
     0.1Subordinated Debt
     $3,750,000
     5/21/07
     3,750,000
     N/A
     3.1$132,280,246
     
     116.4%
  
 November 30, 2007Investment Security
     Equity Interest, Units or Principal Amount
     AcquisitionDate(s)
     AcquisitionCost
     Fair Value Per Unit
     Fair Value as Percent of Net AssetsAbraxas Energy Partners, L.P.
     Common Units
     450,181
     5/25/07
     $7,500,015
     $16.36
     6.0%EV Energy Partners, L.P.
     Common Units
     217,391
     6/1/07
     7,499,990
     33.84
     6.0High Sierra Energy, LP
     Common Units
     999,614
     11/2/06,6/15/07
     24,828,836
     27.29
     22.4High Sierra Energy GP,
       LLC
     Equity Interest
     2.37%
     11/2/06,5/1/07
     2,005,491
     N/A
     2.3International Resource Partners LP
     Class A Common Units
     500,000
     6/12/07
     10,000,000
     18.10
     7.4LONESTAR Midstream Partners, LP
     Class A Common Units
     1,184,532
     7/27/07,9/17/07
     23,395,520
     19.77
     19.1LSMP GP, LP
     GP LP Units
     180
     7/27/07,9/17/07
     549,142
     3,806.22
     0.6Millennium Midstream Partners, LP
     Class A Common Units
     875,000
     12/28/06
     17,455,647
     17.66
     12.7Incentive Distribution Rights
     78
     12/28/06
     44,353
     3,611.47
     0.2Mowood, LLC
     Equity Interest
     100%
     6/5/06,5/4/07
     1,500,000
     N/A
     2.3Subordinated Debt
     $7,050,000
     6/5/06,5/4/07,6/29/07
     7,050,000
     N/A
     5.8Quest Midstream Partners, L.P.
     Common Units
     1,180,946
     12/22/06
     22,200,001
     18.50
     18.0VantaCore Partners LP
     Common Units
     425,000
     5/21/07
     8,447,604
     22.25
     7.8Incentive Distribution Rights
     789
     5/21/07
     52,396
     276.81
     0.2Subordinated Debt
     $3,750,000
     5/21/07
     3,750,000
     N/A
     3.1$136,278,995
     
     113.9%
 8. Investments in Affiliates and Control Entities
   
 May 31, 2008Units/EquityInterest/ Principal
Balance 11/30/07
     Gross 
       Additions
     Gross Reductions
     Gross Distributions Received
     Units/EquityInterest/ Principal
       Balance
     Fair ValueHigh Sierra Energy, LP
     999,614
     $           
     $           
     $1,219,529
     999,614
     $27,279,466International Resource Partners LP
     500,000
     
     
     400,000
     500,000
     10,360,329LONESTAR Midstream Partners, LP (1)
     1,184,532
     1,477,140
     
     
     1,305,275
     26,229,062LSMP GP, LP
     180
     22,860
     
     
     180
     1,722,163Millennium Midstream Partners, LP Class A Common Units
     875,000
     
     
     770,000
     875,000
     19,882,745Millennium Midstream Partners, LP Incentive Distribution Rights
     78
     
     
     
     78
     687,643Mowood, LLC Subordinated Debt
     $7,050,000
     
     
     
     $7,050,000
     7,050,000Mowood, LLC Equity Interest
     100%
     2,000,000
     
     202,501
     99%
     4,127,557Quest Midstream Partners, L.P.
     1,180,946
     
     
     970,151
     1,180,946
     20,076,082VantaCore Partners LP Subordinated Debt
     $3,750,000
     
     
     
     $3,750,000
     3,750,000VantaCore Partners LP Common Units
     425,000
     
     
     425,000
     425,000
     9,940,597VantaCore Partners LP Incentive Distribution Rights
     789
     
     
     
     789
     98,109$3,500,000
     $           
     $3,987,181
     
     $131,203,753
 (1) Distributions are paid-in-kind.
 November 30, 2007Units/EquityInterest/ Principal
Balance 11/30/06
     Gross 
       Additions
     Gross Reductions
     Gross Distributions Received
     Units/EquityInterest/ PrincipalBalance
     Fair ValueHigh Sierra Energy, LP
     633,179
     $10,000,011
     $           
     $1,642,056
     999,614
     $27,279,466International Resource Partners LP
     
     10,000,000
     
     266,667
     500,000
     9,048,521LONESTAR Midstream Partners, LP (1)
     
     23,395,520
     
     
     1,184,532
     23,418,198LSMP GP, LP
     
     549,142
     
     
     180
     679,482Millennium Midstream Partners, LP Class A Common Units
     
     17,481,430
     
     1,131,375
     875,000
     15,452,412Millennium Midstream Partners, LP Incentive Distribution Rights
     
     18,570
     
     
     78
     281,695Mowood, LLC Subordinated Debt
     $4,550,000
     2,500,000
     
     
     $7,050,000
     7,050,000Mowood, LLC Equity Interest
     100%
     500,000
     
     96,895
     100%
     2,816,148Quest Midstream Partners, L.P.
     
     22,200,001
     
     1,205,384
     1,180,946
     21,847,501VantaCore Partners LP Subordinated Debt
     
     3,750,000
     
     
     $3,750,000
     3,750,000VantaCore Partners LP Common Units
     
     8,500,000
     
     292,825
     425,000
     9,458,350VantaCore Partners LP Incentive Distribution Rights
     
     
     
     
     789
     218,406$98,894,674
     $           
     $4,635,202
     
     $121,300,179
 (1) Distributions are paid-in-kind.
  
 9. Investment Transactions
  10. Credit Facility
   11. Preferred Stock
  12. Common Stock
  Shares at November 30, 2006
     3,088,596Shares sold through initial public offering
     5,740,000Shares issued through reinvestment of distributions
     18,222Shares issued upon exercise of warrants
     11,350Shares at November 30, 2007
     8,858,168Shares issued through reinvestment of distributions
     18,192Shares issued upon exercise of warrants
     180Shares at May 31, 2008
     8,876,540
  
 13. Warrants
  Warrants outstanding at November 30, 2006
     772,124Warrants issued in December 2006
     185,000Warrants exercised
     (11,350)Warrants outstanding at November 30, 2007
     945,774Warrants exercised
     (180)Warrants outstanding at May 31, 2008
     945,594
 14. Earnings Per Share
  For the three months ended May 31, 2008
     For the three months ended May 31, 2007
     For the six months ended May 31, 2008
     For the six months ended May 31, 2007Net increase in net assets applicable to common stockholders resulting from operations
     $5,976,862
     $3,472,310
     $3,928,287
     $3,889,101Basic weighted average shares
     8,876,540
     8,830,580
     8,858,213
     6,653,445Average warrants outstanding (1)
     
     955,146
     
     933,764Diluted weighted average shares
     8,876,540
     3,088,596
     8,858,213
     7,587,209Basic net increase in net assets applicable to common stockholders resulting from operations per common share
     $0.67
     $0.39
     $0.44
     $0.58Diluted net increase in net assets applicable to common stockholders resulting from operations per common share
     $0.67
     $0.35
     $0.44
     $0.51
 (1) Warrants to purchase shares of common stock at $15.00 per share were outstanding during the three and six
months ended May 31, 2008, but were not included in the computation of diluted earnings per share because the warrants exercise price
was greater than the average market value of the common shares, and therefore, the effect would be anti-dilutive.
 15. Subsequent Events
     
 ADDITIONAL INFORMATION
 (Unaudited)
 Director and Officer Compensation
  Proxy Voting Policies
  Privacy Policy
     
  ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 All statements contained herein, other than historical facts, constitute forward-looking
statements. These statements may relate to, among other things, future events or our future performance or financial condition. You
can identify forward-looking statements by terminology such as may, might, believe, will,
provided, anticipate, future, could, growth, plan,
intend, expect, should, would, if, seek, possible,
potential, likely or the negative of such terms or comparable terminology. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements
to be materially different from any anticipated results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements. For a discussion of factors that could cause our actual results to differ from forward-looking statements
contained herein, please see the discussion under the heading Risk Factors in Part II, Item 1A. of this report.
 We may experience fluctuations in our operating results due to a number of factors, including the return on
our equity investments, the interest rates payable on our debt investments, the default rates on such investments, the level of our
expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter
competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon
as being indicative of performance in future periods.
 Overview
   Portfolio and Investment Activity
    
 Allocation of Portfolio Assets May 31, 2008 (Unaudited)
(Percentages based on fair value of total investment portfolio,
excluding short-term investments)
 
  Name of PortfolioCompany (Segment)
     Nature of itsPrincipal Business
     
     SecuritiesHeld by Us
     Amount Invested (in millions)
     Fair Value(in millions)
     CurrentYield(1)Abraxas Energy Partners, L.P. (Upstream)
     Natural gas and oil exploitation and development in the Delaware and Gulf Coast Basins of Texas, Rockies and
     mid-continent region of the U.S.
     
     Common Units
     $7.5
     $7.4
     9.6%Eagle Rock Energy Partners, L.P. (Upstream/Midstream)(2)
     Gatherer and processor of natural gas in north and east Texas and Louisiana and producer and developer of upstream
     assets located in 17 states
     
     Common Units
     12.1
     11.4
     8.7EV Energy Partners, L.P. (Upstream)
     Acquirer, producer and developer of oil and gas properties
     
     Common Units
     7.5
     6.8
     7.2High Sierra Energy, LP (Midstream)
     Marketer, processor, storer and transporter of hydrocarbons with operations primarily in Colorado, Wyoming
     and Florida
     
     Common Units
     24.8
     27.3
     9.8High Sierra Energy GP, LLC (Midstream) (3)
     General Partner of High Sierra Energy, LP
     
     GP Interest
     2.0
     2.8
     2.3International Resource Partners LP (Coal)
     Operator of both metallurgical and steam coal mines in Central Appalachia
     
     Class A Units
     10.0
     10.4
     8.0Legacy Reserves LP (Upstream)
     Oil and natural gas exploitation and development in the Permian Basin
     
     Limited Partner Units
     4.5
     6.1
     11.5LONESTAR Midstream Partners, LP (Midstream) (4)
     Gatherer and processor of natural gas in six counties in Texas
     
     Class A Units
     24.9
     26.2
     8.4LSMP GP, LP 
       (Midstream) (4)
     Indirectly owns General Partner of LONESTAR Midstream Partners, LP
     
     GP LP Units
     0.5
     1.7
     1.6Millennium Midstream Partners, LP (Midstream)
     Gatherer and processor of natural gas in Texas, Louisiana and offshore Gulf of Mexico
     
     Class A Common Units and Incentive Distribution Rights
     17.5
     20.5
     9.1Mowood, LLC (Downstream) (5)
     Natural gas distribution in central Missouri and landfill gas to energy projects
     
     Equity interest
     3.5
     4.1
     10.0Subordinated Debt
     7.1
     7.1
     12.0Quest Midstream Partners, L.P. (Midstream)
     Operator of natural gas gathering pipelines in the Cherokee Basin and interstate natural gas transmission
     pipelines in Oklahoma, Kansas and Missouri
     
     Common Units
     22.2
     20.1
     9.0VantaCore Partners LP (Aggregate)
     Acquirer and operator of aggregate companies, with quarry and asphalt operations in Clarksville, Tennessee
     
     Common Units and
     Incentive Distribution Rights
     8.5
     10.0
     10.0Secured Credit Facility (6)
     3.8
     3.8
     8.2$156.4
     $165.7
  
       Abraxas Energy Partners, L.P. (Abraxas)
  Eagle Rock Energy Partners, L.P. (Eagle Rock Energy)
  EV Energy Partners, L.P. (EV)
  High Sierra Energy, LP (High Sierra)
  High Sierra Energy GP, LLC (High Sierra GP)
  International Resource Partners LP (IRP)
 th
  
 Legacy Reserves LP (Legacy)
  LONESTAR Midstream Partners, LP (Lonestar)
  LSMP GP, LP (LSMP GP)
  Millennium Midstream Partners, LP (Millennium)
  Mowood, LLC (Mowood)
  Quest Midstream Partners, L.P. (Quest)
  VantaCore Partners LP (VantaCore)
 th
 Portfolio Company Monitoring
   
      Results of Operations
 Comparison of the Three and Six Months Ended May 31, 2008 and May 31, 2007
 Investment Income:
 Net Expenses:
 Distributable Cash Flow:
    
 Distributable Cash Flow
     For the three monthsended May 31, 2008
     
     For the three monthsended May 31, 2007
     
     For the six monthsended May 31, 2008
     
     For the six monthsended May 31, 2007Total Distributions Received from InvestmentsDistributions from investments
     $
     2,773,933
     
     $
     1,425,467
     
     $
     5,394,648
     
     $
     2,029,154Distributions paid in stock
     
     484,200
     
     
     
     
     
     937,720
     
     
     Interest income from investments
     
     301,944
     
     
     162,404
     
     
     615,353
     
     
     290,876Dividends from money market mutual funds
     
     817
     
     
     442,126
     
     
     3,127
     
     
     581,659Other income
     
     
     
     
     
     
     
     28,987
     
     
     Total from Investments
     
     3,560,894
     
     
     2,029,997
     
     
     6,979,835
     
     
     2,901,689Operating Expenses Before Leverage Costs and Current TaxesAdvisory fees (net of expense reimbursement by Adviser)
     
     485,768
     
     
     468,012
     
     
     979,374
     
     
     848,079Other operating expenses (excluding capital gain incentive fees)
     
     262,515
     
     
     247,084
     
     
     512,796
     
     
     363,019Total Operating Expenses
     
     748,283
     
     
     715,096
     
     
     1,492,170
     
     
     1,211,098Distributable cash flow before leverage costs and current taxes
     
     2,812,611
     
     
     1,314,901
     
     
     5,487,665
     
     
     1,690,591Leverage Costs
     
     435,594
     
     
     (5,771
     )
     
     933,498
     
     
     346,460Distributable Cash Flow
     $
     2,377,017
     
     $
     1,320,672
     
     $
     4,554,167
     
     $
     1,344,131DCF/GAAP ReconciliationDistributable Cash Flow
     $
     2,377,017
     
     $
     1,320,672
     
     $
     4,554,167
     
     $
     1,344,131Adjustments to reconcile to Net Investment Loss, before Income TaxesDistributions paid in stock
     
     (484,200
     )
     
     
     
     
     (937,720
     )
     
     Return of capital on distributions received from equity investments
     
     (2,330,564
     )
     
     (1,484,141
     )
     
     (4,190,305
     )
     
     (1,964,198
     )Capital gain incentive fees
     
     (1,367,168
     )
     
     (1,008,867
     )
     
     (1,087,503
     )
     
     (1,496,494
     )Loss on redemption of preferred stock
     
     
     
     
     33,346
     
     
     
     
     
     (731,713
     )Net Investment Loss, before Income Taxes
     $
     (1,804,915
     )
     $
     (1,138,990
     )
     $
     (1,661,361
     )
     $
     (2,848,274
     )
 Distributions:
 Record Date
     Payment Date
     AmountFebruary 21, 2008
     March 3, 2008
     $0.2500May 22, 2008
     June 2, 2008
     $0.2625
  Net Investment Loss:
 Net Realized and Unrealized Gain:
 Recent Developments
     
  Liquidity and Capital Resources
   Contractual Obligations
  Total
     Fiscal2008
     Fiscal2009
     Fiscal2010
     Fiscal2011
     After2011Secured revolving credit facility (1)
     $33,800,000
     
     $33,800,000
     
     
     $33,800,000
     
     $33,800,000
     
     
     
  Off-Balance Sheet Arrangements
  Borrowings
   Critical Accounting Policies
   
 Valuation of Portfolio Investments
  Interest and Fee Income Recognition
  Security Transactions and Investment Income Recognition
  Federal and State Income Taxation
   ITEM 3. QUANTITIATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      
    ITEM 4. CONTROLS AND PROCEDURES
    PART IIOTHER INFORMATION
  ITEM 1. LEGAL PROCEEDINGS
   ITEM 1A. RISK FACTORS
   ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
    ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   No. of SharesAffirmative
     7,883,109Withheld
     546,464TOTAL
     8,429,573
   Vote of Common Stockholders
     No. of SharesAffirmative
     2,754,528Against
     384,325Abstain
     67,751Broker Non-votes
     5,222,969TOTAL
     8,429,573
  No. of SharesAffirmative
     2,902,331Against
     236,614Abstain
     67,659Broker Non-votes
     5,222,969TOTAL
     8,429,573
  No. of SharesAffirmative
     8,332,709Against
     36,582Abstain
     60,282TOTAL
     8,429,573
   ITEM 5. OTHER INFORMATION
   
  ITEM 6. EXHIBITS
 Exhibit
     
     Description10.1
     
     Third Amendment to Credit Agreement, dated as of March 21, 2008, by and among the Company and U.S. Bank,
     N.A. as a lender, agent and lead arranger, Bank of Oklahoma, N.A. and First National Bank of Kansas, which is attached as Exhibit
     10.1 to the Form 8-K filed on March 27, 2008, is hereby incorporated by reference as Exhibit 10.110.2
     
     Fourth Amendment to Credit Agreement, dated as of March 28, 2008, by and among the Company and U.S. Bank, N.A.
     as a lender, agent and lead arranger, First National Bank of Kansas and Wells Fargo Bank, N.A., which is attached as Exhibit 10.1 to
     the Form 8-K filed on April 1, 2008, is hereby incorporated by reference as Exhibit 10.231.1
     
     Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002, is filed herewith31.2
     
     Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002, is filed herewith32.1
     
     Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is furnished herewith
   SIGNATURE
  TORTOISE CAPITAL RESOURCES CORPORATIONBy:
     
     /s/ TERRY MATLACKTerry MatlackChief Financial Officer(Principal Financial Officer)