Sec Form 3 Filing - FARALLON CAPITAL PARTNERS LP @ HERCULES TECHNOLOGY GROWTH CAPITAL INC - 2006-03-17

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FARALLON CAPITAL PARTNERS LP 2. Issuer Name and Ticker or Trading Symbol HERCULES TECHNOLOGY GROWTH CAPITAL INC [ HTGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of Group Owning 10% (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C., ONE MARITIME PLAZA, SUITE 1325 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2006 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 363,941 D ( 1 ) ( 2 ) ( 3 ) Common Stock, par value $0.001 per share 331,592 D ( 1 ) ( 2 ) ( 4 ) Common Stock, par value $0.001 per share 234,673 D ( 1 ) ( 2 ) ( 5 ) Common Stock, par value $0.001 per share 234,673 D ( 1 ) ( 2 ) ( 6 ) Common Stock, par value $0.001 per share 76,781 D ( 1 ) ( 2 ) ( 7 ) Common Stock, par value $0.001 per share 1,241,660 I See Footnotes ( 1 ) ( 2 ) ( 8 ) ( 10 ) Common Stock, par value $0.001 per share 1,241,660 I See Footnotes ( 1 ) ( 2 ) ( 9 ) ( 10 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrants (right to buy) $ 10.57 ( 11 ) 06/22/2004 06/17/2009 Common Stock, par value $0.001 per share 59,616 D ( 1 ) ( 2 ) ( 3 ) Common Stock Warrants (right to buy) $ 10.57 ( 11 ) 06/22/2004 06/17/2009 Common Stock, par value $0.001 per share 54,316 D ( 1 ) ( 2 ) ( 4 ) Common Stock Warrants (right to buy) $ 10.57 ( 11 ) 06/22/2004 06/17/2009 Common Stock, par value $0.001 per share 7,949 D ( 1 ) ( 2 ) ( 5 ) Common Stock Warrants (right to buy) $ 10.57 ( 11 ) 06/22/2004 06/17/2009 Common Stock, par value $0.001 per share 7,949 D ( 1 ) ( 2 ) ( 6 ) Common Stock Warrants (right to buy) $ 10.57 ( 11 ) 06/22/2004 06/17/2009 Common Stock, par value $0.001 per share 2,650 D ( 1 ) ( 2 ) ( 7 ) Common Stock Warrants (right to buy) $ 10.57 ( 11 ) 06/22/2004 06/17/2009 Common Stock, par value $0.001 per share 132,480 I See Footnotes ( 1 ) ( 2 ) ( 8 ) ( 10 ) Common Stock Warrants (right to buy) $ 10.57 ( 11 ) 06/22/2004 06/17/2009 Common Stock, par value $0.001 per share 132,480 I See Footnotes ( 1 ) ( 2 ) ( 9 ) ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FARALLON CAPITAL PARTNERS LP C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO, CA94111 X Member of Group Owning 10% FARALLON CAPITAL INSTITUTIONAL PARTNERS L P C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO, CA94111 X Member of Group Owning 10% DING CHUN R C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO, CA94111 X Member of Group Owning 10% DUHAMEL WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANSICO, CA94111 X Member of Group Owning 10% ELLWEIN CHARLES E C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO, CA94111 X Member of Group Owning 10% FRIED RICHARD B C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANSICO, CA94111 X Member of Group Owning 10% LANDRY MONICA R C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO, CA94111 X Member of Group Owning 10% MELLIN WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO, CA94111 X Member of Group Owning 10% Signatures /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (3) and (4). 03/17/2006 Signature of Reporting Person Date /s/ Monica R. Landry, on her own behalf, and as attorney-in-fact and/or authorized signer for each of Chun R. Ding, William F. Duhamel, Charles E. Ellwein, Richard B. Fried and William F. Mellin. 03/17/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities listed in footnotes (5) through (8) of this Form 3 and Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly, each as listed in footnote (9) of this Form 3, are filing a separate Form 3 on the same date as the filing of this Form 3 as reporting persons with respect to the securities described in this Form 3 (the "Parallel Form 3"). ( 2 )Although certain of the entities and individuals identified in footnote (1) of this Form 3 above are not reporting persons, information regarding them is included on this Form 3 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 3. ( 3 )The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). ( 4 )The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). ( 5 )The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). ( 6 )The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). ( 7 )The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum", and together with FCP, FCIP, FCIP II and FCIP III, the "Farallon Funds"). ( 8 )Farallon Partners, L.L.C. ("FPLLC"), as the general partner to each of the Farallon Funds, may be deemed to be the beneficial owner of the Issuer's securities held by each of the Farallon Funds. ( 9 )The amount of securities shown in this row is owned directly by the Farallon Funds. Each of Chun R. Ding, William F. Duhamel, Charles E. Ellwein, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member of FPLLC, and Thomas F. Steyer ("Steyer"), Senior Managing Member of FPLLC, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds as reported in this Form 3. ( 10 )FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon Funds. Each of the Individuals referred to in footnote (9) of this Form 3 disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Act or otherwise. ( 11 )Subject to adjustment pursuant to the terms of the warrant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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