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)

                                October 31, 2005

                                    814-00201
                            (Commission File Number)

                                MVC CAPITAL, INC.
                                  (THE "FUND")
             (Exact name of registrant as specified in its charter)

                               DELAWARE, 943346760
      (Jurisdiction of Incorporation) (IRS Employer Identification Number)

                              RIVERVIEW AT PURCHASE
                                287 BOWMAN AVENUE
                               PURCHASE, NY 10577
              (Address of registrant's principal executive office)

                                  914-701-0310
                         (Registrant's telephone number)
                     ---------------------------------------

          (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:

[  ]  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.

As part of the Fund's quarterly and fiscal year-end review process, the Fund's
Valuation Committee has determined to increase the fair values of the Fund's
investments in two of its portfolio companies, Vestal Manufacturing Enterprises,
Inc. and Vitality Foodservice, Inc. by an aggregate amount of $1,600,000.
Additionally, the Fund has adjusted its unaudited net asset value per share, as
of October 31, 2005, from $10.38 (which was reported on October 31, 2005) to
$10.41.

Additionally, the Fund's Board of Directors and Michael Tokarz have agreed to
extend the term of Michael Tokarz's current agreement with the Fund for an
additional year.







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.



MVC CAPITAL, INC.


By:    /s/ Michael Tokarz
       -------------------
       Michael Tokarz
       Chairman





Dated:  November 2, 2005