**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-Q**







**(Mark
      One)**


**x**
            **QUARTERLY REPORT PURSUANT TO
              SECTION
              13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934****For
              the quarterly period ended September 30, 2005****OR**** ̈**
            **TRANSITION REPORT PURSUANT
              TO SECTION
              13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934****For the transition period
                          
              to**


****




**Commission
      file number: 814-00672**









**NGP
      Capital Resources Company**


**(Exact
      name of registrant as specified in its charter)**







**Maryland**
            **20-1371499****(State
                or other jurisdiction of****incorporation
                or organization)**
            **(I.R.S.
                employer****identification
                number)****1221
                McKinney Street, Suite 2975**
              **Houston,
                Texas**
            **77010****(Address
                of principal executive offices)**
            **(Zip
                Code)**




**(713)
      752-0062**


**(Registrant’s
      telephone number, including area code)**







**Securities
      registered pursuant to Section 12(b) of the Act: None**




**Securities
      registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value
      per share.**







Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.    Yes x No  ̈




Indicate
      by a check mark whether the registrant is an accelerated filer (as defined
      in
      Rule 12b-2 of the Act).    Yes  ̈ No x





Indicate
      by a check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).    Yes  ̈ No x





The
      number of shares of the registrant’s Common Stock, $.001 par value, outstanding
      as of November 9, 2005 was 17,400,100.






1






**PART
        I - FINANCIAL INFORMATION**
 **Item
        1. Consolidated financial statements.**
  **NGP
                    CAPITAL RESOURCES COMPANY****CONSOLIDATED
                    BALANCE SHEET**September
                    30, 2005
                
                December
                    31, 2004(unaudited)
                
                (audited)Assets:Investments
                    in portfolio securities at fair value(cost:
                    $104,497,598 and $65,770,724, respectively)
                
                $
                105,191,631
                
                $
                66,061,513Investments
                    in agency and auction rate securities,at
                    cost which approximates fair value
                
                
                -
                
                
                41,301,002Investments
                    in corporate notes(cost:
                    $21,737,866 and $0, respectively)
                
                
                20,351,400
                
                
                -Investments
                    in U.S. treasury bills, at cost whichapproximates
                    fair value
                
                
                103,977,808
                
                
                -Total
                    investments
                
                
                229,520,839
                
                
                107,362,515Cash
                    and cash equivalents, at cost whichapproximates
                    fair value
                
                
                16,513,532
                
                
                136,314,402Accounts
                    receivable
                
                
                101,930
                
                
                80,000Interest
                    receivable
                
                
                621,768
                
                
                303,484Prepaid
                    assets
                
                
                204,370
                
                
                491,602Total
                    assets
                
                $
                246,962,439
                
                $
                244,552,003Liabilities
                    and stockholders' equity (net assets):Liabilities:Accounts
                    payable
                
                $
                258,028
                
                $
                213,173Management
                    fees payable
                
                
                300,000
                
                
                300,000Dividends
                    payable
                
                
                2,436,014
                
                
                -Total
                    liabilities
                
                
                2,994,042
                
                
                513,173Commitments
                    and contingencies (note 8)Stockholders’
                    equity (net assets)Common
                    stock, $.001 par value, 250,000,000 sharesauthorized;
                    17,400,100 issued and outstanding
                
                
                17,400
                
                
                17,400Paid-in
                    capital in excess of par
                
                
                244,313,252
                
                
                244,320,858Undistributed
                    net investment income (loss)
                
                
                13,526
                
                
                (590,217
                )Undistributed
                    realized capital gain
                
                
                316,651
                
                
                -Net
                    unrealized appreciation (depreciation)of
                    portfolio securities
                
                
                (692,432
                )
                
                290,789Total
                    stockholders’ equity (net assets)
                
                
                243,968,397
                
                
                244,038,830Total
                    liabilities and stockholders' equity (net assets)
                
                $
                246,962,439
                
                $
                244,552,003Net
                    assets per share
                
                $
                14.02
                
                $
                14.03*(See
                    accompanying notes to consolidated financial
                    statements)*






2






**NGP
                  CAPITAL RESOURCES COMPANY****CONSOLIDATED
                  STATEMENT OF OPERATIONS**For
                  the Three Months
              
              For
                  the Nine Monthsended
                  September 30, 2005
              
              ended
                  September 30, 2005(unaudited)
              
              (unaudited)Investment
                  incomeInterest
                  income
              
              $
              4,439,322
              
              $
              12,284,087Total
                  investment income
              
              
              4,439,322
              
              
              12,284,087Operating
                  expensesManagement
                  fees
              
              
              900,000
              
              
              2,700,000Organization
                  costs
              
              
              -
              
              
              1,111General
                  and administrative expenses
              
              
              642,911
              
              
              2,159,964Total
                  operating expenses
              
              
              1,542,911
              
              
              4,861,075Interest
                  expense
              
              
              23,000
              
              
              35,237Credit
                  facility fee amortization
              
              
              56,477
              
              
              84,993Net
                  investment income
              
              
              2,816,934
              
              
              7,302,782Net
                  realized capital gain on portfolio securities
              
              
              173,081
              
              
              316,651Net
                  increase in unrealized appreciation (depreciation)on
                  portfolio securities
              
              
              403,219
              
              
              (983,221
              )Net
                  increase in stockholders' equity(net
                  assets) resulting from operations
              
              $
              3,393,234
              
              $
              6,636,212Net
                  increase in stockholders' equity (net assets)resulting
                  from operations per common share
              
              $
              0.20
              
              $
              0.38*(See
                  accompanying notes to consolidated financial
                  statements)*






3






**NGP
                  CAPITAL RESOURCES COMPANY****CONSOLIDATED
                  STATEMENT OF STOCKHOLDERS' EQUITY (NET ASSETS)**Accumulated
              
              
              
              Unrealized
              
              TotalCommon
                  Stock
              
              Paid-in
                  Capital
              
              Net
                  Investment
              
              Net
                  Realized
              
              Appreciation
                  (Depreciation)
              
              Stockholders'Shares
              
              Amount
              
              in
                  Excess of Par
              
              Income
                  (Loss)
              
              Capital
                  Gain (Loss)
              
              of
                  Portfolio Securities
              
              Equity
                  (Net Assets)Balance
                  at December 31, 2004
              
              
              17,400,100
              
              $
              17,400
              
              $
              244,320,858
              
              $
              (590,217)
              
              $
              -
              
              $
              290,789
              
              $
              244,038,830Net
                  increase (decrease) instockholders'
                  equity (net assets)resulting
                  from operations
              
              
              -
              
              
              -
              
              
              -
              
              
              7,302,782
              
              
              316,651
              
              
              (983,221
              )
              
              6,636,212Offering
                  costs
              
              
              -
              
              
              -
              
              
              (7,606
              )
              
              -
              
              
              -
              
              
              -
              
              
              (7,606
              )Dividends
                  declared
              
              
              -
              
              
              -
              
              
              -
              
              
              (6,699,039
              )
              
              -
              
              
              -
              
              
              (6,699,039
              )Balance
                  at September 30, 2005
              
              
              17,400,100
              
              $
              17,400
              
              $
              244,313,252
              
              $
              13,526
              
              $
              316,651
              
              $
              (692,432
              )
              $
              243,968,397*(See
                  accompanying notes to consolidated financial
                  statements)*






4






**NGP
                  CAPITAL RESOURCES COMPANY****CONSOLIDATED
                  STATEMENT OF CASH FLOWS**For
                  the Three Months
              
              For
                  the Nine Monthsended
                  September 30, 2005
              
              ended
                  September 30, 2005(unaudited)
              
              (unaudited)Cash
                  flows from operating activitiesNet
                  increase (decrease) in stockholders' equity (net assets) resulting
                  from
                  operations
              
              $
              3,393,234
              
              $
              6,636,212Adjustments
                  to reconcile net increase (decrease) in stockholders' equity (net
                  assets)resulting
                  from operations to net cash used in operating activities:(Increase)
                  decrease in accounts receivable
              
              
              (101,930
              )
              
              (21,930
              )(Increase)
                  decrease in interest receivable
              
              
              220,267
              
              
              (318,284
              )(Increase)
                  decrease in prepaid assets
              
              
              198,963
              
              
              287,232Increase
                  (decrease) in accounts payable
              
              
              16,196
              
              
              44,855Net
                  amortization of premiums, discounts and fees
              
              
              (228,988
              )
              
              (494,925
              )(Increase)
                  decrease in unrealized appreciation on portfolio
                  securities
              
              
              (403,219
              )
              
              983,221Purchase
                  of investments in portfolio securities
              
              
              (38,516,403
              )
              
              (49,180,033
              )Redemption
                  of investments in portfolio securities
              
              
              148,811
              
              
              11,020,616Net
                  sale of investments in agency and auction rate securities
              
              
              -
              
              
              41,301,002Purchase
                  of investments in corporate notes
              
              
              -
              
              
              (51,167,818
              )Sale
                  of investments in corporate notes
              
              
              19,097,462
              
              
              29,357,422Purchase
                  of investments in U.S. treasury bills
              
              
              (103,977,808
              )
              
              (228,905,031
              )Sale
                  of investments in U.S. treasury bills
              
              
              124,927,222
              
              
              124,927,222Net
                  cash provided by (used in) operating activities
              
              
              4,773,807
              
              
              (115,530,239
              )Cash
                  flows from financing activitiesOffering
                  costs from the issuance of common stock
              
              
              -
              
              
              (7,606
              )Dividends
                  paid
              
              
              (2,175,012
              )
              
              (4,263,025
              )Net
                  cash provided by financing activities
              
              
              (2,175,012
              )
              
              (4,270,631
              )Net
                  increase (decrease) in cash and cash equivalents
              
              
              2,598,795
              
              
              (119,800,870
              )Cash
                  and cash equivalents, beginning of the period
              
              
              13,914,737
              
              
              136,314,402Cash
                  and cash equivalents, end of period
              
              $
              16,513,532
              
              $
              16,513,532*(See
                  accompanying notes to consolidated financial
                  statements)*






5




**NGP
                  CAPITAL RESOURCES COMPANY****CONSOLIDATED
                  SCHEDULE OF INVESTMENTS****September
                  30, 2005****Portfolio
                  Company (1)**
              
              **Energy
                  Industry Segment**
              
              **Investment
                  (2) (4)**
              
              **Principal**
              
              **Cost**
              
              **Fair
                  Value (3)**Crescent
                  Resources, LLC
              
              Oil
                  & Gas Production
              
              Senior
                  Subordinated-
              
              $
              48,250,000
              
              $
              47,391,000
              
              $
              47,391,000and
                  Development
              
              Secured
                  Term Loan(LIBOR
                  + 9.5%, due 12/20/2008)Venoco
                  Inc.
              
              Oil
                  & Gas Production
              
              Senior
                  Notes
              
              8,000,000
              
              7,953,254
              
              8,380,000and
                  Development
              
              (8.75%,
                  due 12/15/2011)Venoco
                  Inc.
              
              Oil
                  & Gas Production
              
              Senior
                  Notes
              
              4,000,000
              
              3,922,713
              
              4,190,000and
                  Development
              
              (8.75%,
                  due 12/15/2011)TierraMar
                  Energy LLC
              
              Oil
                  & Gas Production
              
              Senior
                  Secured
              
              4,930,000
              
              4,803,434
              
              4,803,434and
                  Development
              
              Multiple-Advance
                  Term Loan(LIBOR
                  + 6%, due 5/13/2008)Overriding
                  Royalty Interest (6)
              
              20,000
              
              20,000
              
              20,000Warrants
                  (5)
              
              10,000
              
              10,000
              
              10,000C-Gas
                  LLC
              
              Oil
                  & Gas Production
              
              Senior
                  Secured
              
              6,637,063
              
              6,552,919
              
              6,552,919and
                  Development
              
              Multiple-Advance
                  Term Loan(LIBOR
                  + 5.5%, due 4/25/2009)Overriding
                  Royalty Interest (6)
              
              45,000
              
              44,915
              
              44,915Atchee
                  CBM LLC
              
              Oil
                  & Gas Production
              
              Senior
                  Secured
              
              144,524
              
              143,358
              
              143,358and
                  Development
              
              Multiple-Advance
                  Term Loan(LIBOR
                  + 5.5%, due 4/25/2009)Overriding
                  Royalty Interest (5)(6)
              
              5,000
              
              5,000
              
              5,000Millenium
                  Offshore Group, Inc.
              
              Oil
                  & Gas Production
              
              Senior
                  Secured Bridge Loan
              
              22,472,497
              
              22,024,946
              
              22,024,946and
                  Development
              
              (12%,
                  due 2/5/2006)Overriding
                  Royalty Interest (5)(6)
              
              20,000
              
              20,000
              
              20,000Chroma
                  Exploration & Production, Inc.
              
              Oil
                  & Gas Production
              
              Senior
                  Secured
              
              9,750,000
              
              9,431,059
              
              9,431,059and
                  Development
              
              Multiple-Advance
                  Term Loan(LIBOR
                  + 6%, due 9/21/2008)Overriding
                  Royalty Interest (6)
              
              
              175,000
              
              
              175,000
              
              
              175,0008,000
                  Shares Series A Participating
              
              
              2,000,000
              
              
              2,000,000
              
              
              2,000,000Convertible
                  Preferred Stock**Total
                  targeted investments (42.75% of total
                  investments)**
              
              **$**
              **104,497,598**
              
              **$**
              **105,191,631****Issuing
                  Company**
              
              
              **Industry
                  Segment**
              
              
              **Investment
                  (4)**
              
              
              **Principal**
              
              
              **Cost**
              
              
              **Value**Pioneer
                  Nat Res
              
              Energy
              
              Senior
                  Notes, 7.2%, due 2028
              
              
              10,000,000
              
              
              11,723,222
              
              
              10,549,000XTO
                  Energy
              
              Energy
              
              Senior
                  Notes, 5.0%, due 2015
              
              
              10,000,000
              
              
              10,014,644
              
              
              9,802,400**Total
                  investment grade senior notes ( 8.27% of total
                  investments)**
              
              **$**
              **21,737,866**
              
              **$**
              **20,351,400****Issuing
                  Company**
              
              
              **Industry
                  Segment**
              
              
              **Investment**
              
              
              **Principal**
              
              
              **Cost**
              
              
              **Value**US
                  Treasury Bills
              
              Government
              
              US
                  Treasury Bills, 3.10%, due 10/06/2005
              
              
              12,016,000
              
              
              11,999,712
              
              
              11,999,712US
                  Treasury Bills
              
              Government
              
              US
                  Treasury Bills, 2.70%, due 10/06/2005
              
              
              12,012,000
              
              
              11,999,574
              
              
              11,999,574US
                  Treasury Bills
              
              Government
              
              US
                  Treasury Bills, 2.79%, due 10/06/2005
              
              
              12,011,000
              
              
              11,999,072
              
              
              11,999,072US
                  Treasury Bills
              
              Government
              
              US
                  Treasury Bills, 3.04%, due 10/06/2005
              
              
              24,020,000
              
              
              23,999,983
              
              
              23,999,983US
                  Treasury Bills
              
              Government
              
              US
                  Treasury Bills, 2.43%, due 10/06/2005
              
              
              44,000,000
              
              
              43,979,467
              
              
              43,979,467**Total
                  government securities (42.27% of total
                  investments)**
              
              **$**
              **103,977,808**
              
              **$**
              **103,977,808****Total
                  cash (6.71% of total investments)**
              
              **$**
              **16,513,532**
              
              **$**
              **16,513,532****Total
                  investments, cash and cash equivalents**
              
              **$**
              **246,726,804**
              
              **$**
              **246,034,371****Other
                  liabilities in excess of assets**
              
              
              
              
              **$**
              **(2,065,974**
              **)****Net
                  assets**
              
              
              
              
              **$**
              **243,968,397**(1)
                  None of our portfolio companies are controlled by or affiliated
                  with us as
                  defined by the Investment Company Act of 1940.(2)
                  Percentages represent interest rates in effect at September 30,
                  2005, and
                  due dates represent the contractual maturity dates.(3)
                  Fair value of targeted investments is determined by or under the
                  direction
                  of the Board of Directors.(4)
                  All investments are in entities with primary operations in the
                  United
                  States of America.(5)
                  Non-income producing securities.(6)
                  Securities are subject to restrictions as to their
                  sale.*(See
                  accompanying notes to consolidated financial
                  statements)*






6






**NGP
                  CAPITAL RESOURCES COMPANY****CONSOLIDATED
                  FINANCIAL HIGHLIGHTS**For
                  the Three Months
              
              For
                  the Nine Monthsended
                  September 30, 2005
              
              ended
                  September 30, 2005(unaudited)
              
              (unaudited)**Per
                  Share Data**Net
                  asset value, beginning of period
              
              $
              13.96
              
              $
              14.03Net
                  investment income
              
              
              0.16
              
              
              0.42Net
                  realized and unrealized gain (loss) on portfolio
                  securities
              
              
              0.04
              
              
              (0.04
              )Net
                  increase in net assets resulting from operations
              
              
              0.20
              
              
              0.38Dividends
                  declared
              
              
              (0.14
              )
              
              (0.39
              )Net
                  asset value, end of period
              
              $
              14.02
              
              $
              14.02Market
                  value, beginning of period
              
              $
              14.93
              
              $
              15.37Market
                  value, end of period
              
              $
              15.06
              
              $
              15.06Market
                  value return (1)
              
              
              1.84
              %
              
              0.54
              %Net
                  asset value return (1)
              
              
              1.40
              %
              
              2.53
              %**Ratios
                  and Supplemental Data**($
                  and shares in thousands)Net
                  assets, end of period
              
              $
              243,968
              
              $
              243,968Average
                  net assets
              
              
              243,490
              
              
              244,004Common
                  shares outstanding at end of period
              
              
              17,400
              
              
              17,400General
                  and administrative expenses/average net assets (2)
              
              
              1.05
              %
              
              1.18
              %Total
                  operating expenses/average net assets (2)
              
              
              2.51
              %
              
              2.66
              %Net
                  investment income (loss)/average net assets (2)
              
              
              4.59
              %
              
              4.00
              %Net
                  increase (decrease) in net assets resulting fromoperations/average
                  net assets (2)
              
              
              5.53
              %
              
              3.64
              %Portfolio
                  turnover rate
              
              
              0.06
              %
              
              4.52
              %(1)
                  Return calculations assume reinvestment of dividends and are not
                  annualized.(2)
                  Annualized.*(See
                  accompanying notes to consolidated financial
                  statements)*






7






**NGP
        CAPITAL RESOURCES COMPANY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **September
        30, 2005**
 (Unaudited)
  **Note
        1: Organization**
  NGP
        Capital Resources Company (the “Company”) was organized as a Maryland
        corporation in July 2004. The Company has elected to be treated as a business
        development company under the Investment Company Act of 1940, as amended
        (the
“1940 Act”). In addition, the Company intends to qualify for tax purposes as a
        regulated investment company, (“RIC”), under the Internal Revenue Code of 1986,
        as amended (the “Code”) for 2005 and later years. The Company has several
        subsidiaries that are single member limited liability companies and wholly-owned
        limited partnerships established to hold certain portfolio investments or
        provide services to the Company in accordance with specific rules prescribed
        for
        investment companies. The Company consolidates the results of its subsidiaries
        for financial reporting purposes. The financial results of the Company's
        portfolio investments are not consolidated in the Company's consolidated
        financial statements.
  The
        Company was created to invest primarily in small and mid-size energy companies,
        which are generally defined as companies that have net asset values or annual
        revenues of less than $500 million. The Company’s investment objective is to
        generate both current income and capital appreciation through debt investments
        with certain equity components.
  The
        Company is managed and advised, subject to the overall supervision of the
        Company’s Board of Directors, by NGP Investment Advisor, L.P. (the “Manager”), a
        Delaware limited partnership owned by Natural Gas Partners, LLC and NGP
        Administration LLC (the “Administrator”), the Company’s administrator.
  **Note
        2: Significant Accounting Policies**
  The
        consolidated financial statements include the accounts of the Company and
        its
        subsidiaries. All intercompany accounts and transactions have been eliminated
        in
        consolidation . The
        unaudited consolidated financial statements have been prepared in accordance
        with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim
        financial information. Accordingly, certain information and footnote disclosures
        normally included in the annual financial statements prepared in accordance
        with
        GAAP have been omitted from the accompanying unaudited interim consolidated
        financial statements. The unaudited consolidated financial statements in
        this
        quarterly report have been prepared consistent with the accounting policies
        reflected in the Company’s annual financial statements included in the Company’s
        Form 10-K for the year ended December 31, 2004 filed with the SEC and should
        be
        read in conjunction therewith. In management’s opinion, the unaudited
        consolidated financial statements include all adjustments, consisting of
        normal
        recurring adjustments, considered necessary for a fair presentation of such
        consolidated financial statements. Interim results are not necessarily
        indicative of results for a full year. The following is a summary of the
        significant accounting policies followed by the Company in the preparation
        of
        its consolidated financial statements:
  ***Use
        of Estimates*** ****
  The
        consolidated financial statements have been prepared in accordance with GAAP
        that require management to make estimates and assumptions that affect the
        amounts reported in the consolidated financial statements and the accompanying
        notes. Actual results could differ from these estimates.
  ***Cash
        and Cash Equivalents***
  Cash
        and
        cash equivalents consist of demand deposits and highly liquid investments
        with
        original maturities of three months or less when purchased. Cash and cash
        equivalents are carried at cost which approximates fair value as of September
        30, 2005.
  ***Prepaid
        Assets***
  Prepaid
        assets consist of premiums paid for directors’ and officers’ insurance and
        fidelity bonds with a policy term of one year, and fees associated with the
        establishment of the credit facility. Such premiums and fees are amortized
        monthly on a straight line basis.
  8
  ***Concentration
        of Credit Risk***
  The
        Company places its cash and cash equivalents with financial institutions
        and, at
        times, cash held in checking accounts may exceed the Federal Deposit Insurance
        Corporation insured limit.
  ***Valuation
        of Investments***
  Each
        quarter the Manager prepares and presents to the Valuation Committee of the
        Board of Directors the portfolio investment valuations using the most recent
        portfolio company financial statements and forecasts. The Valuation Committee
        consults with the officers or employees of the Manager who are managing the
        portfolio to obtain further updates on the performance of specific investments
        as well as the underlying assets and operations of portfolio companies,
        including information such as industry trends, new product development, and
        other operational issues. The valuations are reviewed by the Valuation Committee
        of the Board of Directors and presented to the overall Board of Directors,
        which
        reviews and approves the portfolio investment valuations in accordance with
        the
        following valuation policy.
  Investments
        are carried at fair value, as determined in good faith under the direction
        of
        the Board of Directors. Securities that are publicly traded are valued at
        the
        closing price on the valuation date. For debt and equity securities of companies
        that are not publicly traded, or for which there are various degrees of trading
        restrictions, the Manager prepares a valuation analysis, which for equity
        securities, uses traditional valuation methodologies to estimate the enterprise
        value of the portfolio company issuing the securities and, in the case of
        debt
        securities, consists of traditional valuation methodologies to estimate the
        value of the assets of the portfolio company. The methodologies for determining
        asset valuations include estimates based on: the liquidation or collateral
        value
        of the portfolio company’s assets, the discounted value of expected future net
        cash flows from the assets and third party valuations of the portfolio company’s
        assets, such as engineering reserve reports of oil and gas properties. The
        methodologies for determining enterprise valuations include estimates based
        on:
        valuations of comparable public companies, recent sales of comparable companies,
        the value of recent investments in the equity securities of the portfolio
        company and the asset valuation methodologies described above. The Manager
        utilizes some or all of the above valuation methods to determine the estimated
        enterprise value of the company. In valuing convertible debt or equity
        securities, the Manager values the Company’s equity investments based on the
        Company’s pro rata share of the residual equity value available after deducting
        all outstanding debt from the estimated enterprise value. The Manager values
        non-convertible debt securities at amortized cost (historical cost adjusted
        for
        original issue discount, or OID, and market premium or discount) to the extent
        that the estimated value of the assets of the portfolio company exceeds the
        outstanding debt of the portfolio company. If the estimated asset value is
        less
        than the outstanding debt of the company, the Manager reduces the value of
        the
        Company’s debt investment beginning with the junior most debt such that the
        asset value less the value of the outstanding debt is zero. If there is
        sufficient asset value to cover the face amount of a debt security that has
        been
        discounted due to the detachable equity warrants received with that security,
        that detachable equity warrant will be initially valued such that the sum
        of the
        discounted debt security and the detachable equity warrant equal the face
        value
        of the debt security. Thereafter, the Manager will value such assets at fair
        value using a number of the valuation methodologies described above. It is
        possible that market interest rates could fall to a degree that the estimated
        fair value of fixed rate loans could increase to an amount greater than
        amortized cost. In such instances where the Manager determines that the effect
        of such changes in market interest rates results in a measurable change in
        the
        market for private, structured loans, the fair value of such loans in the
        Company’s portfolio will be increased accordingly.
  Due
        to
        the uncertainty inherent in the valuation process, such estimates of fair
        value
        may differ significantly from the values that would have been used had a
        ready
        market for the securities existed, and the differences could be material.
        Additionally, changes in the market environment and other events that may
        occur
        over the life of the investments may cause the gains or losses ultimately
        realized on these investments to be different from the valuations currently
        assigned.
  ***Securities
        Transactions, Interest and Dividend Income Recognition***
  All
        securities transactions are accounted for on a trade-date basis. Interest
        income
        is recorded on the accrual basis to the extent that such amounts are expected
        to
        be collected. Premium and discount are accreted into interest income using
        the
        effective interest method. Detachable warrants, other equity securities or
        property interests such as overriding royalty interests obtained in conjunction
        with the acquisition of debt securities are recorded separately from the
        debt
        securities at their initial fair value, with a corresponding amount recorded
        as
        a discount to the associated debt security. Income from overriding royalty
        interests is recognized as received and the recorded assets are charged
        depletion using the unit of production depletion method. The portion of the
        loan
        origination fees paid that represent additional yield or discount on a loan
        are
        deferred and accreted into interest income over the life of the loan using
        the
        effective interest method. Upon the prepayment of a loan or debt security,
        any
        unamortized loan origination fees are recorded as interest income and any
        unamortized premium or discount is recorded as a realized gain or loss. Market
        premiums or discounts on acquired loans or fixed income investments are accreted
        into interest income using the effective interest method. Dividend income
        is
        recognized on the ex-dividend date. Accruing interest or dividends on
        investments is deferred when it is determined that the interest or dividend
        is
        not collectible. Collectibility of the interest and dividends is assessed,
        based
        on many factors including the portfolio company’s ability to service its loan
        based on current and projected cash flows as well as the current valuation
        of
        the company’s assets. For investments with payment-in-kind, or PIK, interest,
        the Manager bases income accruals on the valuation of the PIK notes or
        securities received from the borrower. If the portfolio company’s asset
        valuation indicates a value that is not sufficient to cover the contractual
        interest due on the PIK notes, management will not accrue interest income
        on the
        notes.
 9
  A
        change
        in a portfolio company’s operating performance and cash flows can impact a
        portfolio company’s ability to service our debt and therefore could impact our
        interest income recognition.
  ***Net
        Realized Gains or Losses and Net Change in Unrealized Appreciation or
        Depreciation***
  Realized
        gains or losses are measured by the difference between the net proceeds from
        the
        repayment or sale and the cost basis of the investment without regard to
        unrealized appreciation or depreciation previously recognized, and include
        investments charged off during the year, net of recoveries. Net change in
        unrealized appreciation or depreciation reflects the change in portfolio
        investment values during the reporting period.
  ***Fee
        Income Recognition***
  Fees
        primarily include financial advisory, transaction structuring, loan financing,
        commitment and prepayment fees. Financial advisory fees represent amounts
        received for providing advice and analysis to companies and are recognized
        as
        earned when such services are performed provided collection is probable.
        Transaction structuring and loan financing fees represent amounts received
        for
        structuring, financing, and executing transactions and are generally payable
        only if the transaction closes. Such fees are deferred and accreted into
        interest income over the life of the loan using the effective interest method.
        Commitment fees represent amounts received for committed funding and are
        generally payable whether or not the transaction closes. On transactions
        that
        close within the commitment period, commitment fees are deferred and accreted
        into interest income over the life of the loan using the effective interest
        method. Commitment fees on transactions that do not close are generally
        recognized over the time period the commitment is outstanding. Prepayment
        fees
        are recognized as they are received.
  ***Dividends***
  Dividends
        to stockholders are recorded on the ex-dividend date. The Company intends
        to
        qualify for tax purposes as a regulated investment company, (“RIC”), under the
        Internal Revenue Code of 1986, as amended (the “Code”) for 2005 and later years.
        In order to maintain the Company’s status as a RIC, the Company is required to
        distribute at least 90% of its investment company taxable income. In addition,
        the Company must distribute at least 98% of its taxable income (both ordinary
        income and net capital gains) to avoid excise tax. The Company intends to
        make
        distributions to stockholders on a quarterly basis of substantially all net
        operating taxable income. The Company also intends to make distributions
        of net
        realized capital gains, if any, at least annually. The amount to be paid
        out as
        a dividend is determined by the Board of Directors each quarter and is based
        on
        the annual taxable earnings estimated by the Manager. Based on that estimate,
        a
        dividend is declared each quarter and paid shortly thereafter.
  For
        the
        period ending December 31, 2004, the Company was treated as a “C” corporation
        and had no taxable income and therefore did not declare a dividend for that
        period. On March 18, 2005, the Company declared a dividend of $0.12 per common
        share, which was paid in cash on April 15, 2005 to stockholders of record
        on
        March 31, 2005. On June 17, 2005, the Company declared a dividend of $0.125
        per
        common share, which was paid on July 15, 2005 to stockholders of record on
        June
        30, 2005. On September 19, 2005, the Company declared a dividend of $0.14
        per
        common share, which was paid on October 14, 2005 to stockholders of record
        on
        September 30, 2005. The Company has established an “opt out” dividend
        reinvestment plan for its common stockholders. As a result, if the Company
        declares a cash dividend, a stockholder’s cash dividend will be automatically
        reinvested in additional shares of the Company’s common stock unless the
        stockholder specifically “opts out” of the dividend reinvestment plan and elects
        to receive cash dividends. For the June 2005 dividend, holders of 1,215,870
        shares participated in the dividend reinvestment plan. As a result, of the
        $2,175,013 total amount distributed, $151,984 was used by the dividend
        reinvestment plan agent to acquire shares in the open market for credit to
        the
        accounts of the plan participants who so elected. For the September 2005
        dividend, holders of 1,488,904 shares participated in the dividend reinvestment
        plan. As a result, of the $2,436,014 total amount distributed, $208,447 was
        used
        by the dividend reinvestment plan agent to acquire shares in the open market
        for
        credit to the accounts of the plan participants who so elected.
  The
        Company may not be able to achieve operating results that will allow it to
        make
        distributions at a specific level or to increase the amount of these
        distributions from time to time. In addition, the Company may be limited
        in its
        ability to make distributions due to the asset coverage test for borrowings,
        when applicable to it as a business development company under the 1940 Act
        and
        due to provisions in the Company’s credit facilities. If the Company does not
        distribute a certain percentage of its taxable income annually, it will suffer
        adverse tax consequences, including possible loss of its status as a regulated
        investment company. The Company cannot assure stockholders that they will
        receive any distributions or distributions at a particular level.
 10
 **Note
        3: Credit Facility**
  On
        May
        17, 2005, the Company entered into a Revolving Credit Agreement (the “Credit
        Agreement”), among the Company, the lenders party thereto and SunTrust Bank, as
        administrative agent for the lenders.
  Under
        the
        Credit Agreement, the lenders agreed to extend credit to the Company in an
        initial aggregate principal or face amount not exceeding $60,000,000 at any
        one
        time outstanding. The Credit Agreement is a 364-day revolving credit facility
        (with a stated maturity date of May 15, 2006) and is secured by substantially
        all of the Company’s assets. The credit facility is guaranteed by certain of the
        Company’s subsidiaries. Initially, the credit facility is collateralized by and
        limited by the amount of cash and cash equivalent collateral. However, at
        such
        time as the Company’s consolidated ratio of net asset value to total
        indebtedness is at least 3.50:1.00, such cash collateral requirement may
        be
        released at the discretion of the administrative agent. During the time the
        credit facility is secured by cash collateral, pricing will be set at 25
        basis
        points over LIBOR, and, after release of the cash collateral, pricing will
        be
        set at a spread of 125 to 250 basis points over LIBOR based on the ratio
        of
        total indebtedness to net asset value. The Credit Agreement contains affirmative
        and reporting covenants. The Credit Agreement also contains certain financial
        ratio and restrictive covenants, including: (a) maintaining a ratio of net
        asset
        value to total indebtedness (excluding hedging liabilities) of not less than
        2.25:1.0, (b) maintaining a ratio of net asset value to total indebtedness
        (including hedging liabilities) of not less than 2.0:1.0, (c) maintaining
        a
        ratio of net income plus interest, taxes, depreciation and amortization expenses
        (“EBITDA”) to interest expense of not less than 3.0:1.0, (d) if the maturity of
        the credit facility is extended, maintaining a ratio of total indebtedness
        to
        EBITDA to be determined, (e) limitations on additional indebtedness, (f)
        limitations on liens, (g) limitations on mergers and other fundamental changes,
        (h) limitations on dividends during events of default and material events
        of
        default, (i) limitations on disposition of assets other than in the normal
        course of business, (j) limitations on transactions with affiliates, (k)
        limitations on agreements that prohibit liens on properties of the Company
        and
        its subsidiary guarantors, (l) limitations on sale and leaseback transactions
        and (m) limitations on speculative hedging transactions.
  The
        Company has not yet borrowed any amounts under the Credit Agreement. The
        Credit
        Agreement will be used to supplement the Company’s equity capital to make
        additional portfolio investments.
  **Note
        4: Issuance of Common Stock**
  On
        August
        6, 2004, the Company, in its initial capitalization transaction, sold 100
        shares
        to Natural Gas Partners, LLC for $15.00 per share. On November 9, 2004, the
        Company’s Registration Statement (Registration No. 333-118279) was declared
        effective by the SEC in connection with the public offering of 16,000,000
        shares
        of common stock (plus up to 2,400,000 additional shares of common stock upon
        the
        exercise of the underwriters’ over-allotment option), which commenced on
        November 10, 2004. The number of securities registered, including the shares
        of
        common stock subject to the underwriters’ over-allotment option, was 18,400,000,
        of which 17,400,000 were sold to the public at a price of $15.00 per share.
  The
        net
        proceeds from the initial public offering of the shares of common stock,
        after
        deducting expenses of approximately $2,308,000 and underwriting discounts
        and
        commissions of $0.825 per share, were approximately $244,337,000.
  **Note
        5: Investment Management**
  The
        Company has entered into an investment advisory agreement with the Manager
        under
        which the Manager, subject to the overall supervision of the Company’s Board of
        Directors, manages the day-to-day operations of, and provides investment
        advisory services to, the Company. For providing these services, the Manager
        receives a fee from the Company, consisting of two components — a base
        management fee and an incentive fee.
  Under
        the
        investment advisory agreement, beginning on December 1, 2005 and thereafter,
        the
        base management fee will be calculated quarterly as 0.45% of total assets
        of the
        Company. Prior to December 1, 2005, the quarterly base management fee is
        equal
        to the lesser of $900,000 or 0.375% of the Company’s total assets. For services
        provided under the investment advisory agreement from November 9, 2004 through
        and including November 30, 2005, the base management fee is payable monthly
        in
        arrears. For services provided under the investment advisory agreement after
        that time, the base management fee will be payable quarterly in arrears.
        Until
        June 30, 2005 (completion of two full fiscal quarters after the closing of
        the
        offering), the total assets upon which the quarterly base management fee
        was
        calculated was equal to the net proceeds of the offering. Thereafter, the
        base
        management fee was calculated based on the average value of the Company’s total
        assets at the end of the two most recently completed fiscal quarters. The
        base
        management fee for the partial month of November 2004 was pro rated.
 11
 The
        $300,000 management fee payable as of September 30, 2005, is due to the Manager
        as the base management fee for the month of September 2005.
  The
        incentive fee under the investment advisory agreement consists of two parts.
        The
        first part, which is calculated and payable quarterly in arrears, equals
        20% of
        the excess, if any, of the Company’s net investment income for the quarter that
        exceeds a quarterly hurdle rate equal to 2% (8% annualized) of the Company’s net
        assets.
  For
        this
        purpose, net investment income means interest income, dividend income, and
        any
        other income (including any other fees, such as commitment, origination,
        syndication, structuring, diligence, managerial assistance, monitoring, and
        consulting fees or other fees that the Company receives from portfolio
        companies) accrued during the fiscal quarter, minus the Company’s operating
        expenses for the quarter (including the base management fee, expenses payable
        under the administration agreement, any interest expense and dividends paid
        on
        issued and outstanding preferred stock, if any, but excluding the incentive
        fee). Net investment income includes, in the case of investments with a deferred
        interest feature (such as premium and discount, debt instruments with
        payment-in-kind interest and zero coupon securities), accrued income that
        the
        Company has not yet received in cash. Net investment income does not include
        any
        realized capital gains, realized capital losses, or unrealized capital
        appreciation or depreciation.
  The
        Manager has agreed that payment of the investment income related portion
        of the
        incentive fee will not commence until December 1, 2005. The incentive fees
        due
        in any fiscal quarter thereafter will be calculated as follows:
  •  no
        incentive fee in any fiscal quarter in which our net investment income does
        not
        exceed the hurdle rate.
  •  20%
        of
        the amount of the Company’s net investment income, if any, that exceeds the
        hurdle rate in any fiscal quarter.
  These
        calculations will be appropriately pro rated for any period of less than
        three
        months.
  The
        second part of the incentive fee (the “Capital Gains Fee”) will be determined
        and payable in arrears as of the end of each fiscal year (or upon termination
        of
        the investment advisory agreement, as of the termination date), and will
        equal
        (1) 20% of (a) the Company’s net realized capital gain (realized capital gains
        less realized capital losses) on a cumulative basis from the closing date
        of
        this offering to the end of such fiscal year, less (b) any unrealized capital
        depreciation at the end of such fiscal year, less (2) the aggregate amount
        of
        all Capital Gains Fees paid to the Manager in prior fiscal years.
  Realized
        capital gains on a security will be calculated as the excess of the net amount
        realized from the sale or other disposition of such security over the original
        cost for the security. Realized capital losses on a security will be calculated
        as the amount by which the net amount realized from the sale or other
        disposition of such security is less than the original cost of such security.
        Unrealized capital depreciation on a security will be calculated as the amount
        by which the original cost of such security exceeds the fair value of such
        security at the end of a fiscal year. All period-end valuations will be
        determined by the Company in accordance with GAAP and the 1940 Act.
  The
        Manager has agreed that, beginning on November 9, 2006, and to the extent
        permissible under federal securities laws and regulations, including Regulation
        M, it will utilize 30% of the fees it receives from the capital gains portion
        of
        the incentive fee (up to a maximum of $5 million in the aggregate) to purchase
        shares of the Company’s common stock in open market purchases through an
        independent trustee or agent. Any sales of such stock will comply with any
        applicable six-month holding period under Section 16(b) of the Securities
        Act of
        1933 and all other restrictions contained in any law or regulation, to the
        fullest extent applicable to any such sale. Any change in this voluntary
        agreement will not be implemented without at least 90 days’ prior notice to
        stockholders and compliance with all applicable laws and regulations.
  The
        Company has entered into an administration agreement with the Administrator,
        under which the Administrator furnishes the Company with office facilities,
        equipment and clerical, bookkeeping and record keeping services at such
        facilities and performs, or oversees the performance of, administrative
        services, which include being responsible for the financial records that
        the
        Company is required to maintain and preparing reports to the Company’s
        stockholders and reports filed with the SEC.
  In
        addition, the Manager assists in determining and publishing the Company’s net
        asset value, oversees the preparation and filing of the Company’s tax returns
        and the printing and dissemination of reports to the Company’s stockholders and
        generally oversees the payment of the Company’s expenses and the performance of
        administrative and professional services rendered to the Company by others.
        Payments under the administration agreement are equal to amounts based upon
        the
        allocable portion of the Administrator’s costs and expenses in performing its
        obligations under the administration agreement. The Administrator bills the
        Company for charges under the administration agreement monthly in arrears.
 12
 Of
        the
        $258,028 in accounts payable as of September 30, 2005, $7,434 is due to the
        Administrator for expenses incurred on the Company’s behalf for the month of
        September 2005.
  **Note
        6: Organizational Expenses and Offering Costs**
  A
        portion
        of the net proceeds of the offering were used for organizational expenses
        and
        offering costs of approximately $705,000 and $2,308,000, respectively,
        recognized in fiscal year 2004. There were no organizational expenses or
        offering costs incurred for the quarter ended September 30, 2005. For the
        nine
        months ended September 30, 2005, the Company recognized organizational expenses
        and offering costs of approximately $1,100 and $7,600, respectively.
        Organizational expenses were expensed as incurred. Offering costs were charged
        to paid-in capital in excess of par.
  **Note
        7: Federal Income Taxes**
  The
        Company intends to qualify for tax purposes as a regulated investment company,
        (“RIC”), under the Internal Revenue Code of 1986, as amended (the “Code”) for
        2005 and later years. As a RIC, the Company generally will not be subject
        to
        federal income tax on the portion of its taxable income and gains distributed
        to
        stockholders. To qualify as a RIC, the Company is required, among other things,
        to distribute to its stockholders at least 90% of taxable income, as defined
        by
        the Code, and to meet certain asset diversification requirements. In 2004,
        the
        Company did not meet the RIC asset diversification requirements and was treated
        as a “C” corporation for tax purposes. For the three and nine months ending
        September 30, 2005, the Company met all RIC asset diversification requirements
        and thus did not incur any federal income tax liability for the period.
  Differences
        between the effective income tax rate and the statutory Federal tax rate
        were as
        follows:
  **For the Nine Months**
                      
                      **Period August 6, 2004****ended September
                          30, 2005**
                      
                      **(commencement of operations)****(unaudited)**
                      
                      **through
                          December 31, 2004**Statutory
                          federal rate on loss from continuing operations
                      
                      
                      —
                      
                      
                      34
                      %Effect
                          of net deferred tax assets
                      
                      
                      —
                      
                      
                      -34
                      %Effective
                          tax rate on earnings from continuing operations
                      
                      
                      —
                      
                      
                      0
                      %
  The
          tax
          effects of temporary differences that give rise to the deferred tax assets
          and
          liabilities are as follows:
  **For the Nine Months**
                
                **Period August 6, 2004****ended
                    September 30, 2005**
                
                **(commencement of operations)****(unaudited)**
                
                **through
                    December 31, 2004**Deferred
                    tax assets:Net
                    operating loss carryforwards
                
                
                —
                
                $
                142,471Net
                    organization costs
                
                
                —
                
                
                225,347Total
                    gross deferred tax assets
                
                
                —
                
                
                367,818Less
                    valuation allowance
                
                
                —
                
                
                (101,805
                )Net
                    deferred tax assets
                
                
                —
                
                
                266,013Deferred
                    tax liabilities:
                
                
                —Unrealized
                    gains, net
                
                
                —
                
                
                (98,868
                )Prepaid
                    expenses
                
                
                —
                
                
                (167,145
                )Total
                    gross deferred tax liabilities
                
                
                —
                
                
                (266,013
                )Net
                    deferred tax assets
                
                
                —
                
                $
                0
 **Note
        8: Commitments and Contingencies**
  As
        of
        September 30, 2005, the Company had investments in or commitments to fund
        loan
        facilities to 7 portfolio companies totaling $122 million, on which $106
        million
        was drawn. In addition, **t** he
        Company has continuing obligations under the investment advisory agreement
        with
        the Manager and the administration agreement with the Administrator. The
        agreements provide that, absent willful misfeasance, bad faith or gross
        negligence in the performance of its duties or by reason of the reckless
        disregard of its duties and obligations, the Manager, the Administrator and
        its
        officers, managers, agents, employees, controlling persons, members and any
        other person or entity affiliated with them will be entitled to indemnification
        from the Company for any damages, liabilities, costs and expenses (including
        reasonable attorneys’ fees and amounts reasonably paid in settlement) arising
        from the rendering of the Manager’s or Administrator’s services under the
        agreements or otherwise as the Company’s investment adviser or administrator.
        The agreements also provide that the Manager, the Administrator and their
        affiliates will not be liable to the Company or any stockholder for any error
        of
        judgment, mistake of law, any loss or damage with respect to any of the
        Company’s investments, or any action taken or omitted to be taken by the Manager
        or the Administrator in connection with the performance of any of their duties
        or obligations under the agreements or otherwise as investment adviser or
        administrator to the Company, except to the extent specified in Section 36(b)
        of
        the 1940 Act concerning loss resulting from a breach of fiduciary duty with
        respect to the receipt of compensation for services.. In the normal course
        of
        business, the Company enters into a variety of undertakings containing a
        variety
        of representations that may expose the Company to some risk of loss. The
        amount
        of future loss, if any arising from such undertakings, while not quantifiable,
        is not expected to be significant.
 13
  **Note
        9: Reclassifications**
  Certain
        reclassifications have been made to the 2004 financial statements in order
        for
        them to conform to the 2005 presentation.
  **Note
        10: Subsequent Events**
  On
        October 31, 2005 Millennium Offshore Group, Inc. repaid in full the $22.5
        million balance outstanding on its $25 million Senior Secured Bridge Loan,
        which
        represented approximately 9% of our total investments as of September 30,
        2005.
        In addition, Millennium repurchased our overriding royalty interest in its
        properties resulting in a capital gain of approximately $1 million, which
        will
        be recognized in the fourth quarter of 2005.
 
 **Item
        2. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations.**
  **Forward-Looking
        Statements**
  Certain
        statements in this report that relate to estimates or expectations of our
        future
        performance or financial condition may constitute “forward-looking statements”
as defined under the Private Securities Litigation Reform Act of 1995. The
        forward-looking statements involve risks and uncertainties, including, but
        not
        limited to, statements as to:
  •  our
        future operating results;
  •  our
        business prospects and the prospects of our portfolio companies;
  •  the
        impact of investments that we expect to make;
  •  the
        dependence of our future success on the general economy and its impact on
        the
        industries in which we invest;
  •  the
        ability of our portfolio companies to achieve their objectives;
  •  our
        expected financings and investments;
  •  future
        changes in laws and regulations;
  •  the
        adequacy of our cash resources and working capital;
  •  the
        timing of cash flows, if any, from the operations of our portfolio companies;
        and
  •  the
        ability of our manager to locate suitable investments for us and to monitor
        and
        administer our investments.
  We
        may
        use words such as “anticipates,” “believes,” “expects,” “intends,” “will,”
“should,” “may” and similar expressions to identify forward-looking statements.
        Such statements are based on currently available operating, financial and
        competitive information and are subject to various risks and uncertainties
        that
        could cause actual results to differ materially from our historical experience
        and present expectations. Undue reliance should not be placed on such
        forward-looking statements, as such statements speak only as of the date
        on
        which they are made. Additional information regarding these and other risks
        and
        uncertainties is contained in our periodic filings with the SEC.
  **Overview**
  We
        are a
        financial services company, which commenced operations on August 6, 2004,
        created to invest primarily in debt securities of small and mid-size energy
        companies. On November 9, 2004, we completed our initial public offering
        and
        became an externally managed, non-diversified, closed-end investment company
        and
        elected to be treated as a business development company under the 1940 Act.
        As
        such, we are required to comply with certain regulatory requirements. For
        instance, we generally have to invest at least 70% of our total assets in
        “qualifying assets,” including securities of private or thinly traded public
        U.S. companies, cash, cash equivalents, U.S. government securities and
        high-quality debt investments that mature in one year or less. In addition,
        for
        tax purposes we intend to operate so as to be treated as a RIC under the
        Code
        for 2005 and later years. Pursuant to these elections, we generally will
        not
        have to pay corporate-level taxes on any income and capital gains we distribute
        to our stockholders.
 14
 Our
        investment objective is to generate both current income and capital appreciation
        primarily through debt investments with certain equity components. A key
        focus
        area for our targeted investments in the energy industry is domestic exploration
        and production, or E&P, businesses and midstream businesses that gather,
        process and transport oil and gas. We also evaluate investment opportunities
        outside of the oil and gas business, such as coal businesses, and businesses
        engaged in the downstream sector, including power and electricity investment
        opportunities. Our investments will generally range in size from $10 million
        to
        $50 million, although a few investments may be substantially in excess of
        this
        range. Our targeted investments primarily consist of debt instruments, including
        senior and subordinated loans combined in one facility with an equity component,
        subordinated loans and subordinated loans with equity components and redeemable
        preferred stock or similar securities.
  To
        maintain our status as a business development company, we must not acquire
        any
        assets other than “qualifying assets” specified in the 1940 Act unless, at the
        time the acquisition is made, at least 70% of our total assets are qualifying
        assets (with certain limited exceptions). If we invest in an issuer that,
        at the
        time of the investment, has outstanding securities as to which a broker or
        dealer may extend or maintain margin credit or “marginable securities,” these
        acquired assets cannot normally be treated as qualifying assets. This results
        from the definition of “eligible portfolio company” under the 1940 Act, which in
        part looks to whether a company has outstanding securities that are eligible
        for
        margin credit. Amendments promulgated in 1998 by the board of Governors of
        the
        Federal Reserve System to Regulation T under the Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”), expanded the definition of marginable
        security to include any non-equity security. These amendments have raised
        questions as to whether a private company that has outstanding debt securities
        would qualify as an eligible portfolio company. We have noted that under
        applicable self-regulatory organization rules that govern the ability of
        brokers
        and dealers to extend margin credit, many non-equity securities issued by
        private companies may not be effectively marginable. In November 2004, the
        SEC
        issued a proposed rule to eliminate the marginable security concept and to
        define eligible portfolio companies generally as issuers that do not have
        a
        class of securities listed on an exchange or quoted on the Nasdaq Stock Market.
        If adopted, this rule would eliminate the current uncertainty as to the
        definition of eligible portfolio company. The comment period on the proposed
        rule ended in January 2005. While the SEC has proposed the foregoing rule,
        which
        will correct the current uncertainty, there is no assurance that the rule
        will
        be adopted as proposed or at all. Legislation has also been filed in Congress
        that would correct this uncertainty. There is no assurance that such legislation
        will be passed.
  We
        continue to monitor this issue closely and intend to adjust our investment
        focus
        as needed to comply with and/or take advantage of any future administrative
        position, judicial decision or legislative action.
  **Portfolio
        and Investment Activity**
  During
        the three months ended September 30, 2005, we added two companies to our
        portfolio. We extended a $25 million senior secured bridge loan to Millenium
        Offshore Group, Inc. to refinance existing debt and provide working capital,
        with an initial committed funding limit of $25 million. On September 30,
        2005,
        $22.5 million was drawn on the facility. On October 31, 2005, Millennium
        Offshore Group, Inc. repaid in full the outstanding balance on the facility
        (See
        Note 10 - Subsequent Events). We acted as arranger and agent for a $50 million
        senior secured multiple-advance term loan extended to Chroma Exploration
        and
        Production, Inc., a Texas based developer and producer of oil and gas properties
        in Texas and Louisiana. Currently, committed and available amounts total
        $19.5
        million, with our commitment of 50%, or $9.8 million, and the remaining
        commitments provided by other lenders. On September 30, 2005, $9.8 million
        was
        drawn on the facility. We also received an overriding royalty interest in
        Chroma’s properties and purchased $2 million of a $19.7 million Series A
        Participating Convertible Preferred Stock issue by Chroma. We expect the
        amount
        committed and available for funding on the Chroma facility to increase over
        time
        and that the company will draw additional amounts on its facility as the
        development of its oil and gas properties progresses.
  During
        the third quarter, we sold $15 million of our portfolio of investment grade
        senior notes issued by independent exploration and production companies,
        realizing a positive return.
  As
        of
        September 30, 2005 our portfolio was invested as follows: 19.3% in senior
        subordinated secured notes, 9.0% in senior secured bridge loans, 8.5% in
        senior
        secured multiple-advance term loans, .8% in participating convertible preferred
        stock, 5.1% in corporate senior notes, 8.3% in investment grade senior notes,
        42.3% in U.S. Treasury Bills, and 6.7% in cash and cash equivalents. At
        September 30, 2005, the weighted average yield, excluding capital gains and
        royalty income, of our targeted investments was 12.8%. The weighted average
        yield of our investment grade senior notes was 5.4%. The weighted average
        yield
        of our U.S. Treasury Bills and cash equivalents was 2.7%. Computed yields
        use
        interest rates as of the balance sheet date and include amortization of loan
        origination fees, original issue discount and market premium or discount,
        weighted by their respective costs when averaged.
 15
 **Results
        of Operations**
  We
        were
        incorporated on July 15, 2004 and commenced operations in August 2004.
        Therefore, there is no comparable period from the prior year with which to
        compare the results of operations for the three and nine month periods ended
        September 30, 2005.
  ***Investment
        Income***
  We
        generate revenue in the form of interest income on the debt securities that
        we
        own, dividend income on any common or preferred stock that we own, and capital
        gains or losses on any debt or equity securities that we acquire in portfolio
        companies and subsequently sell. Our targeted investments, if in the form
        of
        debt securities, typically have a term of three to seven years and bear interest
        at a fixed or floating rate. To the extent achievable, we seek to collateralize
        our investments by obtaining security interests in our portfolio companies’
assets. We also may acquire minority or majority equity interests in our
        portfolio companies, which may pay cash or in-kind dividends on a recurring
        or
        otherwise negotiated basis. In addition, we may generate revenue in other
        forms
        including due diligence fees, fees for providing managerial assistance, and
        possibly consultation fees. Any such fees generated in connection with our
        investments are recognized as earned.
  Investment
        income for the quarter ended September 30, 2005 was $4.4 million with $2.9
        million attributable to targeted investments in portfolio companies and $1.5
        million attributable to investments in cash equivalents, agency notes and
        auction rate securities and investment grade senior notes. This compares
        to
        interest income for the quarter ended June 30, 2005 of $3.7 million with
        $2.0
        million attributable to targeted investments in portfolio companies and $1.7
        million attributable to investments in cash equivalents, agency notes and
        auction rate securities and investment grade senior notes.
  Investment
        income for the nine months ended September 30, 2005 was $12.3 million with
        $7.7
        million attributable to targeted investments in portfolio companies and $4.6
        million attributable to investments in cash equivalents, agency notes and
        auction rate securities and investment grade senior notes.
  ***Operating
        Expenses***
  For
        the
        quarter ended September 30, 2005, operating expenses were $1.5 million compared
        to $1.7 million for the quarter ended June 30, 2005. This amount consisted
        of
        investment advisory and management fees of $0.9 million and insurance expenses,
        administrative services fees, professional fees, directors’ fees, organization
        costs and other general and administrative expenses of $0.6 million. In
        comparison, those amounts were $0.9 million and $0.8 million, respectively,
        for
        the quarter ended June 30, 2005.
  For
        the
        nine months ended September 30, 2005, operating expenses were $4.9 million.
        This
        amount consisted of investment advisory and management fees of $2.7 million
        and
        insurance expenses, administrative services fees, professional fees, directors’
fees, organization costs and other general and administrative expenses of
        $2.2
        million.
  The
        operating expenses for the three and nine month periods represented our
        allocable portion of the total organizational and operating expenses incurred
        by
        us, our manager, and our administrator, as determined by our Board of Directors
        and representatives of our manager and our administrator taking into account
        our
        start-up nature. As our operations continue to mature, the amount of operating
        expenses allocated to us under the terms of our investment advisory and
        administration agreements with our manager and our administrator could likely
        increase. In addition, according to the terms of the investment advisory
        agreement, beginning on December 1, 2005 and thereafter the base management
        fee
        will be calculated quarterly as 0.45% of the average of the total assets
        of the
        Company as of the end of the two previous quarters, an increase from the
        lesser
        of $900,000 or 0.375% of such average. Although we would anticipate any
        increased expenses to be mitigated by increased operating revenues, our net
        income and dividends in future periods could be reduced by increases in
        operating expenses.
  ***Net
        Investment Income***
  For
        the
        quarter ended September 30, 2005, net investment income was $2.8 million
        compared to $1.9 million for the quarter ended June 30, 2005 due to increased
        interest on the higher portfolio balances and lower legal fees. For the nine
        months ended September 30, 2005, net investment income was $7.3 million.
 16
 ***Unrealized
        Appreciation or Depreciation on Investments***
  For
        the
        quarter ended September 30, 2005, net unrealized appreciation was $0.4 million,
        compared to ($0.1) million for the quarter ended June 30, 2005. The increase
        was
        attributable to unrealized appreciation on our portfolio securities of $0.9
        million and unrealized depreciation on our investment grade senior notes
        of
        ($0.5) million. For the nine months ended September 30, 2005, net unrealized
        depreciation was ($1.0) million, attributable to unrealized appreciation
        on our
        portfolio securities of $0.4 million and net unrealized depreciation on our
        investment grade senior notes of ($1.4) million.
  ***Net
        Realized Gains***
  For
        the
        quarter ended September 30, 2005, we realized a capital gain of $173,000
        on the
        sale of $15 million in investment grade senior notes. For the nine months
        ended
        September 30, 2005, net realized capital gains were $317,000 from the sale
        of
        $25 million in investment grade senior notes.
  ***Net
        Increase in Stockholders’ Equity from Operations***
  For
        the
        quarter ended September 30, 2005, we had a net increase in stockholders’ equity
        (net assets) resulting from operations of $3.4 million, or $0.20 per share,
        compared to $1.9 million, or $0.11 per share for the quarter ended June 30,
        2005. For the nine months ended September 30, 2005, we had a net increase
        in
        stockholders’ equity (net assets) resulting from operations of $6.6 million, or
        $0.38 per share.
  **Financial
        Condition, Liquidity and Capital Resources**
  During
        the first nine months of this fiscal year, we generated cash from operations,
        including interest earned on our portfolio securities, as well as our
        investments in investment grade senior notes, U.S. government securities
        and
        other high-quality debt securities that mature in one year or less. During
        the
        nine months ended September 30, 2005 we received repayment from Crescent
        Resources of its $10.8 million Senior Subordinated Secured Bridge Loan. At
        September 30, 2005, we had cash and cash equivalents of $16.5 million,
        investments in U.S. Treasury Bills of $104.0 million and investments in
        investment grade senior notes of $20.4 million.
  Our
        investments in portfolio securities at September 30, 2005 totaled $105 million.
        Six of our investments are in the form of credit facilities under which we
        have
        commitments to fund a total of $107.5 million. As of September 30, 2005,
        the
        outstanding balances on these facilities totaled $92.2 million. We expect
        to
        fund our investments in 2005 from the balance of the net proceeds from our
        IPO
        and income earned on our portfolio and temporary investments. In future periods,
        we also plan to generate additional cash from borrowings under our senior
        secured revolving credit facility. In May 2005, we entered into a senior
        credit
        facility having an initial term of one year providing for borrowings of up
        to
        $60 million. The credit facility is secured by substantially all of our assets.
        Initially, the credit facility is collateralized by cash and cash equivalent
        investments and the interest rate applicable to borrowings is LIBOR plus
        25
        basis points. Once we are more fully invested, as long as the ratio of net
        asset
        value to total indebtedness is at least 3.5 to 1, the interest rate applicable
        to borrowings will be LIBOR plus a range of 125 to 250 basis points, depending
        on the ratio of total debt to net asset value. The credit facility contains
        covenants and events of default customary for financings of this type. We
        have
        not yet borrowed any amounts under the Credit Agreement. In the future, we
        may
        also fund a portion of our investments with issuances of equity or senior
        debt
        securities. We may also securitize a portion of our investments in mezzanine
        or
        senior secured loans or other assets. We expect our primary use of funds
        to be
        investments in portfolio companies, cash distributions to holders of our
        common
        stock and payment of fees and other operating expenses.
  **Dividends**
  We
        intend
        to be taxed as a regulated investment company under Subchapter M of the Code
        for
        2005 and beyond. As a RIC, we will be required to distribute annually at
        least
        90% of our investment company taxable income and at least 98% of our capital
        gain net income to avoid excise tax. We intend to make distributions to our
        stockholders on a quarterly basis of substantially all of our net operating
        taxable income. We also currently intend to make distributions of net realized
        capital gains, if any, at least annually. However, we may in the future decide
        to retain capital gains for investment and designate such retained dividends
        as
        a deemed distribution.
  On
        September 19, 2005, we declared a dividend of $0.14 per common share, which
        was
        paid on October 14, 2005 to stockholders of record on September 30, 2005.
        We
        have established an “opt out” dividend reinvestment plan for our common
        stockholders. As a result, if we declare a cash dividend in future periods,
        a
        stockholder’s cash dividend will be automatically reinvested in additional
        shares of our common stock unless the stockholder specifically “opts out” of the
        dividend reinvestment plan and elects to receive cash dividends. For the
        September 2005 dividend, holders of 1,488,904 shares participated in the
        dividend reinvestment plan. As a result, of the $2,436,014 total amount
        distributed, $208,456 was used by the dividend reinvestment plan agent to
        acquire 14,410 shares in the open market for credit to the accounts of the
        plan
        participants. On June 17, 2005, we declared a quarterly dividend in the amount
        of $0.125 per common share for shareholders of record on June 30, 2005. The
        dividend was paid in cash on July 15, 2005. On March 18, 2005, we declared
        a
        quarterly dividend in the amount of $0.12 per common share for shareholders
        of
        record on March 31, 2005. This dividend was paid in cash on April 15, 2005.
 17
 We
        may
        not be able to achieve operating results that will allow us to make
        distributions at a specific level or to increase the amount of these
        distributions from time to time. In addition, we may be limited in our ability
        to make distributions due to the asset coverage test for borrowings when
        applicable to us as a business development company under the 1940 Act and
        due to
        provisions in our credit facilities. If we do not distribute a certain
        percentage of our income annually, we will suffer adverse tax consequences,
        including possible loss of our status as a regulated investment company.
        We
        cannot assure stockholders that they will receive any distributions or
        distributions at a particular level.
  **Portfolio
        Credit Quality**
  We
        maintain a system to evaluate the credit quality of our loans. This system
        is
        intended to reflect the performance of a portfolio company’s business, the
        collateral coverage of a loan, and other factors considered relevant. As
        of
        September 30, 2005, all of our investments in portfolio companies were
        performing satisfactorily.
  **Item
        3. Quantitative and Qualitative Disclosures About Market Risk.**
  Our
        business activities contain elements of risk. We consider the principal market
        risks to be fluctuations in interest rates and the valuation of our investment
        portfolio. To date we have not used derivative financial instruments to mitigate
        either of these risks, though we may do so in the future. The return on our
        investments is generally not directly affected by foreign currency fluctuations.
  We
        primarily invest in illiquid debt securities of energy companies. In some
        cases
        these investments include additional equity components. Our investments are
        generally subject to restrictions on resale and generally have no established
        trading market. We value substantially all of our investments at fair value
        as
        determined in good faith by the Board of Directors in accordance with our
        valuation policy. There is no single standard for determining fair value
        in good
        faith. As a result, determining fair value requires that judgment be applied
        to
        the specific facts and circumstances of each portfolio investment while
        employing a consistently applied valuation process for the types of investments
        we make. (See Note 2: Significant Accounting Policies - Valuation of
        Investments.)
  In
        addition, the illiquidity of our investments may adversely affect our ability
        to
        dispose of debt and equity securities at times when it may be otherwise
        advantageous for us to liquidate such investments. Alternatively, if we were
        forced to immediately liquidate some or all of the investments in the portfolio,
        the proceeds of such liquidation could be significantly less than the current
        value of such investments.
  Once
        we
        have fully invested the net proceeds from our initial public offering, we
        intend
        to borrow money to make investments. Once we borrow money to make investments,
        our net investment income will be dependent upon the difference or spread
        between the rate at which we borrow funds and the rate at which we invest
        these
        funds. As a result, there can be no assurance that a significant change in
        market interest rates will not have a material adverse effect on our net
        investment income. In periods of rising interest rates, our cost of funds
        would
        increase, which could reduce our net investment income.
  We
        anticipate that we will use a combination of long-term and short-term borrowings
        and equity capital to finance our investing activities. We have obtained
        a
        revolving line of credit as a means to bridge to long-term financing. We
        expect
        that our long-term fixed-rate investments will be financed primarily with
        long-term fixed-rate debt and equity. Our variable rate investments will
        generally be financed with variable rate debt and equity. In addition, we
        may
        use interest rate risk management techniques in an effort to limit our exposure
        to interest rate fluctuations. Such techniques may include various interest
        rate
        hedging activities to the extent permitted by the 1940 Act.
  **Item
        4. Controls and Procedures.**
  **(a)
        Evaluation of disclosure controls and procedures.** Management, with the participation of our chief executive officer and chief
        financial officer, evaluated the effectiveness of our disclosure controls
        and
        procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange
        Act
        as of September 30, 2005. Based on this evaluation our chief executive officer
        and chief financial officer concluded that, as of September 30, 2005, our
        disclosure controls and procedures were effective to ensure that information
        required to be disclosed in our reports under the Exchange Act is recorded,
        processed, summarized and reported on a timely basis and accumulated and
        made
        known to management, including the chief executive officer and chief financial
        officer, to allow timely decisions regarding required disclosures.
  **(b)
        Changes in internal control over financial reporting.** In
        evaluating changes in internal control over financial reporting during the
        quarter ended September 30, 2005, management identified no changes in its
        internal control over financial reporting that occurred during the quarter
        ended
        September 30, 2005 that have materially affected, or are reasonably likely
        to
        materially affect, its internal control over financial reporting, other than
        the
        changes implemented as remedial steps for the material weakness in internal
        control over financial reporting as first disclosed in our Form 10-K/A for
        the
        year ended December 31, 2004, relating to the incorrect recording and reporting
        of (i) the market price for our common stock at December 31, 2004 as $15.07
        as
        opposed to $15.37 and (ii) the total return on our common stock for the period
        then ended as 0.47% as opposed to 2.47%.
 18
 As
        described in Item 4 (b) on Forms 10-Q for the periods ending March 31, 2005
        and
        June 30, 2005, management identified various remedial steps that were in
        the
        process of being implemented with respect to the previously disclosed material
        weakness. As of September 30, 2005, management has evaluated the remedial
        action, reviewed each of the remediated controls and found the controls to
        be
        operating effectively. As a result of these new control processes and
        procedures, management believes it has remediated the material weakness in
        its
        internal control over financial reporting.
  **PART
        II - OTHER INFORMATION**
  **Item
        1. Legal Proceedings.**
  We
        are
        not currently a defendant in any material legal proceeding, nor to our
        knowledge, is any material legal proceeding threatened against us.
  **Item
        2. Unregistered Sales of Equity Securities and Use of Proceeds.**
  On
        November 9, 2004, our Registration Statement (Registration No. 333-118279)
        was
        declared effective by the SEC in connection with our initial public offering
        of
        16,000,000 shares of common stock (plus up to 2,400,000 additional shares
        of
        common stock upon the exercise of the underwriters’ over-allotment option),
        which commenced trading on November 10, 2004. The initial public offering
        did
        not terminate prior to the sale of all the securities registered. The initial
        public offering consisted solely of one class of common stock. The number
        of
        securities registered, including the shares of common stock subject to the
        underwriters’ over-allotment option, was 18,400,000, of which 17,400,000 were
        sold to the public. The aggregate price of the offering amount registered
        was
        $276,000,000 and the aggregate offering price of the shares sold was
        $261,000,000.
  From
        November 9, 2004, the effective date of the Registration Statement, to December
        31, 2004, we incurred total expenses in connection with the issuance and
        distribution of our common stock registered in the amount of $16,663,000,
        including underwriting discounts and commissions in the amount of $14,355,000,
        expenses paid to or for underwriters in the amount of $750,000, and other
        expenses in the amount of $1,558,000. All expense payments were made directly
        or
        indirectly to persons other than directors, officers, or their associates;
        persons owning ten percent of more of any class of our securities; and our
        affiliates. The net offering proceeds received by us from the initial public
        offering of the shares of common stock, after deducting expenses and
        underwriting discounts and commissions were approximately $244,337,000.
  We
        plan
        to use the net proceeds received from the initial public offering for investing
        in portfolio companies in accordance with our investment objectives and
        strategies as described in our Registration Statement and incorporated herein
        by
        reference. From November 15, 2004, the day we received the net proceeds from
        the
        initial public offering, to December 31, 2004, we invested $66 million in
        the
        debt securities of portfolio companies and paid a management fee to our manager
        in the amount of $452,676, organization costs in the amount $704,808, and
        general and administrative expenses (including payments to the administrator)
        in
        the amount of $285,771. In the nine months ended September 30, 2005, we funded
        investments in portfolio companies in the amount of $49.2 million, paid
        management fees to our advisor in the amount of $2,700,000, general and
        administrative expenses of $2,159,964, and recognized organization costs
        and
        offering expenses of $1,111 and $7,606, respectively. At September 30, 2005,
        we
        had cash and cash equivalents of $16.5 million, investments in U.S. Treasury
        Bills of $104 million, investments in high grade corporate senior notes of
        $20.4
        million, and targeted investments in portfolio companies of $105 million.
  We
        did
        not repurchase any shares during the period covered by this report.
  **Item
        3. Defaults Upon Senior Securities.**
  Not
        applicable.
  19
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
  None .
  **Item
        5. Other Information**
  Not
        applicable.
  **Item
        6. Exhibits.**
  **No.**
                
                **Exhibit**3.1
                —
                Articles
                    of Incorporation of NGP Capital Resources Company dated as of
                    July 15,
                    2004 (filed as Exhibit (a)(1) to the Company’s Registration Statement on
                    Form N-2 dated November 9, 2004 (Registration No. 333-118279)
                    and
                    incorporated herein by reference)3.2
                —
                Articles
                    of Amendment and Restatement of NGP Capital Resources Company
                    dated as of
                    October 29, 2004 (filed as Exhibit 3.2 to the Company’s Form 10-K dated
                    April 8, 2005 and incorporated herein by reference)3.3
                —
                Bylaws
                    of NGP Capital Resources Company (filed as Exhibit (b) to the
                    Company’s
                    Registration Statement on Form N-2 dated November 9, 2004 (Registration
                    No. 333-118279) and incorporated herein by reference)4.1
                —
                Specimen
                    certificate of NGP Capital Resources Company’s common stock, par value
                    $0.001 per share (filed as Exhibit (d) to the Company’s Pre-Effective
                    Amendment No. 2 to Registration Statement on Form N-2 dated October
                    7,
                    2004 (Registration No. 333-118279) and incorporated herein by
                    reference)4.2
                —
                Dividend
                    Reinvestment Plan (filed as Exhibit (e) to the Company’s Pre-Effective
                    Amendment No. 2 to Registration Statement on Form N-2 dated October
                    7,
                    2004 (Registration No. 333-118279) and incorporated herein by
                    reference)10.1
                —
                Investment
                    Advisory Agreement dated as of November 9, 2004, between NGP
                    Capital
                    Resources Company and NGP Investment Advisor, LP (filed as Exhibit
                    10.1 to
                    the Company’s Form 10-K dated April 8, 2005 and incorporated herein by
                    reference)10.2
                —
                Administration
                    Agreement dated as of November 9, 2004, by and between NGP Capital
                    Resources Company and NGP Administration, LLC (filed as Exhibit
                    10.2 to
                    the Company’s Form 10-K dated April 8, 2005 and incorporated herein by
                    reference)10.3
                —
                Form
                    of Indemnification Agreement between NGP Capital Resources Company
                    and
                    each member of the Board of Directors and each executive officer
                    of the
                    Company dated March 30, 2005 (filed as Exhibit 10.1 to the Company’s Form
                    8-K dated April 5, 2005 and incorporated herein by
                    reference)10.4
                —
                Revolving
                    Credit Agreement dated May 17, 2005 by and between NGP Capital
                    Resources
                    Company, the lenders party thereto and SunTrust Bank, as administrative
                    agent for the lenders31.1
                —
                Certification
                    required by Rule 13a-14(a)/15d-14(a) by the Chief Executive
                    Officer31.2
                —
                Certification
                    required by Rule 13a-14(a)/15d-14(a) by the Chief Financial
                    Officer32.1
                —
                Certification
                    required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes
                    Oxley
                    Act of 2002 by the Chief Executive Officer32.2
                —
                Certification
                    required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes
                    Oxley
                    Act of 2002 by the Chief Financial
                    Officer
  20
  SIGNATURES
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
   NGP
                    CAPITAL RESOURCES COMPANYBy:
                /s/
                  John H. HomierJohn
                    H. HomierPresident
                    and Chief Executive OfficerNGP
                    CAPITAL RESOURCES COMPANYBy:
                /s/
                    Richard A. BernardyRichard
                    A. BernardySecretary,
                    Treasurer and Chief Financial OfficerDate: November 10, 2005
 
 21
  Index
        to
        Exhibits
  **No.**
                
                **Exhibit**3.1
                —
                Articles
                    of Incorporation of NGP Capital Resources Company dated as of
                    July 15,
                    2004 (filed as Exhibit (a)(1) to the Company’s Registration Statement on
                    Form N-2 dated November 9, 2004 (Registration No. 333-118279)
                    and
                    incorporated herein by reference)3.2
                —
                Articles
                    of Amendment and Restatement of NGP Capital Resources Company
                    dated as of
                    October 29, 2004 (filed as Exhibit 3.2 to the Company’s Form 10-K dated
                    April 8, 2005 and incorporated herein by reference)3.3
                —
                Bylaws
                    of NGP Capital Resources Company (filed as Exhibit (b) to the
                    Company’s
                    Registration Statement on Form N-2 dated November 9, 2004 (Registration
                    No. 333-118279) and incorporated herein by reference)4.1
                —
                Specimen
                    certificate of NGP Capital Resources Company’s common stock, par value
                    $0.001 per share (filed as Exhibit (d) to the Company’s Pre-Effective
                    Amendment No. 2 to Registration Statement on Form N-2 dated October
                    7,
                    2004 (Registration No. 333-118279) and incorporated herein by
                    reference)4.2
                —
                Dividend
                    Reinvestment Plan (filed as Exhibit (e) to the Company’s Pre-Effective
                    Amendment No. 2 to Registration Statement on Form N-2 dated October
                    7,
                    2004 (Registration No. 333-118279) and incorporated herein by
                    reference)10.1
                —
                Investment
                    Advisory Agreement dated as of November 9, 2004, between NGP
                    Capital
                    Resources Company and NGP Investment Advisor, LP (filed as Exhibit
                    10.1 to
                    the Company’s Form 10-K dated April 8, 2005 and incorporated herein by
                    reference)10.2
                —
                Administration
                    Agreement dated as of November 9, 2004, by and between NGP Capital
                    Resources Company and NGP Administration, LLC (filed as Exhibit
                    10.2 to
                    the Company’s Form 10-K dated April 8, 2005 and incorporated herein by
                    reference)10.3
                —
                Form
                    of Indemnification Agreement between NGP Capital Resources Company
                    and
                    each member of the Board of Directors and each executive officer
                    of the
                    Company dated March 30, 2005 (filed as Exhibit 10.1 to the Company’s Form
                    8-K dated April 5, 2005 and incorporated herein by
                    reference)10.4
                —
                Revolving
                    Credit Agreement dated May 17, 2005 by and between NGP Capital
                    Resources
                    Company, the lenders party thereto and SunTrust Bank, as administrative
                    agent for the lenders31.1
                —
                Certification
                    required by Rule 13a-14(a)/15d-14(a) by the Chief Executive
                    Officer31.2
                —
                Certification
                    required by Rule 13a-14(a)/15d-14(a) by the Chief Financial
                    Officer32.1
                —
                Certification
                    required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes
                    Oxley
                    Act of 2002 by the Chief Executive Officer32.2
                —
                Certification
                    required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes
                    Oxley
                    Act of 2002 by the Chief Financial
                    Officer
  22