UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.








Date of Report: August    28, 2006

(Date of earliest event reported)




Prospect Energy Corporation

(Exact name of registrant as specified in its charter)





MD

(State or other jurisdiction 
of incorporation)


333-114552

(Commission File Number)


43-2048643

(IRS Employer 
Identification Number)






10 East 40th Street, Suite 4400, New York, New York 10016 

(Address of principal executive offices)

 

10016

(Zip Code)




212 448-0702
(Registrant's telephone number, including area code)




Not Applicable
(Former Name or Former Address, if changed since last report)








Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  







Item 8.01. Other Events



Prospect Energy Corporation Closes Public Offering of Common Stock Including Over-allotment Option


Item 9.01. Financial Statements and Exhibits


(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Shell company transactions:

             None

(d) Exhibits

             99.1       Press Release of Prospect Energy Corporation dated August    28, 2006






SIGNATURE


      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 hereunto duly authorized.








Dated: August    28, 2006



PROSPECT ENERGY CORPORATION


By:  /s/ John F. Barry III                      

     John F. Barry III

     Chief Executive Officer








Exhibit Index



Exhibit No.
Description


99.1
Press Release of Prospect Energy Corporation dated August    28, 2006