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 (Date of earliest event reported):

February 15, 2011 (February 11, 2011)

KEATING CAPITAL, INC.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (720) 889-0139

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

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

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

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

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

Item 2.02     Results of Operations and Financial Condition.

On February 15, 2011, Keating Capital, Inc. (the “Company”) issued a press release disclosing that the Board of Directors of Keating Capital, Inc. (www.KeatingCapital.com) declared a special cash distribution of $0.13 per share on February 11, 2011.  The distribution is payable on February 17, 2011, to stockholders of record as of February 15, 2011 (the “Record Date”). As of the Record Date, there were 3,437,212 shares of common stock outstanding resulting in a cash distribution totaling approximately $446,838.

A copy of the Company’s press release issued February 15, 2011 is attached as Exhibit 99.1 and is incorporated herein by this reference.  

Item 9.01     Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits.

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 hereunto duly authorized.