**Exhibit 3.3**

**AMENDMENT TO BYLAWSOFGLADSTONE CAPITAL CORPORATION**

                The following Amendment ishereby made to the Bylaws (the “***Bylaws***”) of Gladstone Capital Corporation, a Marylandcorporation (the “***Company***”),as of December 12, 2003:

                **1.            **Article III,Section 15 of the Bylaws is hereby deleted in its entirety and replacedwith the following:

                “**Section 15**.    **Vacancy.**    Any vacancyoccurring in the Board of Directors for any cause, including by reason of anincrease in the number of directors, may be filled by a majority of theremaining members of the Board of Directors, although such majority is lessthan a quorum. Notwithstanding the foregoing, if the stockholders of any classor series are entitled separately to elect one or more directors, a majority ofthe remaining directors elected by that class or series or the sole remainingdirector elected by that class or series may fill any vacancy among the numberof directors elected by that class or series. If the Board of Directors isclassified, any director elected to fill a vacancy shall hold office for theremainder of the full term of the class of directors in which the vacancyoccurred, and until a successor is elected and qualifies.”

                **2.            **Article IV,Section 27 of the Bylaws is hereby deleted in its entirety and replacedwith the following:

                “**Section 27**.    **Ethics, Nominating and Corporate Governance Committee.**    TheBoard of Directors shall appoint an Ethics, Nominating and Corporate GovernanceCommittee consisting of not fewer than two members, one of whom shall bedesignated as Chairman of the Ethics, Nominating and Corporate GovernanceCommittee, and all of whom shall be independent, as defined by NASD rulesprevailing at the time. The Ethics, Nominating and Corporate GovernanceCommittee shall have and may exercise those rights, powers and authority of theBoard of Directors as may from time to time be granted to it by the Board ofDirectors; provided, however, that in addition to any such rights, powers orauthority, the Ethics, Nominating and Corporate Governance Committee shall havethe exclusive right to recommend candidates for election as director to theBoard of Directors. The Board of Directors shall adopt a formal written charterfor the Ethics, Nominating and Corporate Governance Committee that specifiesthe nominations process and such related matters as may be required under thefederal securities laws.”

                **3.            **Article IV,Section 28 of the Bylaws is hereby deleted in its entirety and replacedwith the following:

                “**Section 28**.    **Compensation Committee.**    TheBoard of Directors may appoint from its membership a Compensation Committeeconsisting of not fewer than two members, one of whom shall be designated asChairman of the Compensation Committee, and all of whom shall be independent,as defined by NASD rules prevailing at the time. The Compensation Committeeshall have and may exercise those rights, powers and authority of the Board ofDirectors as may from time to time be granted to it by the Board of Directors.

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