FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Stettenbenz Shane
 2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2006		 3. Issuer Name and Ticker or Trading Symbol
HERCULES TECHNOLOGY GROWTH CAPITAL INC [HTGC]
(Last)
(First)
(Middle)
918 ANGELUS WAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DEL REY OAKS, CA 93940		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,100
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-statutory Stock Option 06/17/2006(1) 06/17/2012 Common Stock 87,308 $ 13 D  
Incentive Stock Option 06/17/2006(2) 06/17/2012 Common Stock 7,692 $ 13 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stettenbenz Shane
918 ANGELUS WAY
DEL REY OAKS, CA 93940		       Chief Technology Officer  

Signatures

/s/ Shane Stettenbenz 02/08/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 29,100 options vest on or after June 17, 2006. The remaining 58,208 options vest prorata over the following 24 month period ending June 17, 2008.
(2) 2,564 options vest on or after June 17, 2006. The remaining 5,128 options vest prorata over the following 24 month period ending June 17, 2008.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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