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: November  02, 2004

(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 Indentification Number)




 


10 East 40th Street, New York, New York

(Address of principal executive offices)


10016

(Zip Code)


 




Registrant's telephone number, including area code: (212) 448-0702 x11






Item 7.01. Regulation FD Disclosure



Prospect Energy Corporation Schedules First Fiscal Quarter Earnings Release and Conference Call for the Period Ended September 30, 2004

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1       Press Release of Prospect Energy Corporation dated November  02, 2004



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: November  02, 2004



PROSPECT ENERGY CORPORATION

By:  /s/ John F. Barry                      

     John F. Barry

     Chief Executive Officer