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):

May 28, 2013

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 8.01     Other Events.

On May 28, 2013, the Board of Directors of Keating Capital, Inc. (the “Company) declared a special dividend of $0.24 per share for each of the second and third quarters.  Based on the Company’s shares outstanding as of March 31, 2013, this $0.48 per share distribution represents 99.6% of the $4.4 million of net gains realized by the Company during 2013 through May 28, 2013.  

The cash distribution amounts, ex-dividend, record and payment dates are set forth in the table below.

The second and third quarter cash dividend will be payable on the shares of the Company’s common stock outstanding as of the two record dates. 

A copy of the Company’s press release issued May 29, 2013, is attached as Exhibit 99.1 and is incorporated herein by this reference.  

Item 9.01     Financial Statements and 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.

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