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Steven A. Museles Chief Legal Officer CapitalSource Inc. 4445 Willard Avenue, 12th Floor Chevy Chase, MD 20815 (301) 841-2700		James E. Showen, Esq. Hogan & Hartson L.L.P. 555 Thirteenth Street, N.W. Washington, D.C. 20004 (202) 637-5600

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



	1.	Name of Reporting Person: Jason M. Fish			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 5,697,121

			8.	Shared Voting Power: 2,150,000

			9.	Sole Dispositive Power: 5,697,121

			10.	Shared Dispositive Power: 2,150,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 7,847,121

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)*: o

	13.	Percent of Class Represented by Amount in Row (11): 6.6%

	14.	Type of Reporting Person (See Instructions): IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

This Amendment No. 1 amends and supplements the Statement on Schedule 13D (the “Statement”), originally filed with the Securities and Exchange Commission (the “Commission”) on August 18, 2003, by Jason M. Fish (the “Reporting Person”) relating to shares of Common Stock, par value $0.01 per share (the “Shares”), of CapitalSource Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition have the meaning set forth in the Reporting Person’s original Statement.

Item 4 of the Statement is hereby amended by deleting the second paragraph thereof and replacing it as follows:

The Shares reported herein include 2,150,000 Shares owned directly by the Fish Children 2000 Trust, an irrevocable trust for the benefit of the Reporting Person’s children. The Reporting Person and his spouse, Courtney Benoist, serve as trustees for the Fish Children 2000 Trust (the “Trustees”). The Trustees may, from time to time, sell the Shares owned by the Fish Children 2000 Trust or distribute the Shares to the beneficiaries of the Fish Children 2000 Trust. The exact number of Shares to be sold or distributed and the time of such sales or distributions will be dependent upon market conditions and other factors deemed relevant by the Trustees.

On January 20, 2004, the Issuer filed with the Commission a registration statement on Form S-1 (Registration No. 333-112002) which was subsequently amended on January 23, 2004 and January 27, 2004 (collectively, the “2004 Registration Statement”). As of the date hereof, the 2004 Registration Statement has not been declared effective by the Commission. The 2004 Registration Statement relates to a proposed firm commitment underwritten offering of up to 20,000,000 Shares (including 2,500,000 Shares subject to an option granted to the underwriters named therein to cover over-allotments) by the selling shareholders named therein. The Reporting Person intends to offer and may sell 1,217,135 Shares pursuant to the 2004 Registration Statement. In the event that the underwriter’s over-allotment option is exercised in full, the Reporting Person intends to offer and may sell an additional 176,882 Shares. The completion of the proposed offering is subject to the parties entering into a mutually agreeable underwriting agreement, as well as other conditions, many of which are outside the control of the Reporting Person. As a result, no assurances can be given that the proposed offering will be completed or, if completed, on the terms outlined herein.

Item 5 is hereby amended by deleting paragraphs (a) and (b) thereof and replacing them as follows:

(a) As of the date hereof, the Reporting Person beneficially owns an aggregate 7,847,121 Shares, which represents 6.6% of the Issuer’s Shares. The Shares beneficially owned by the Reporting Person include 2,150,000 Shares held by the Fish Children 2000 Trust, an irrevocable trust for the benefit of the Reporting Person’s children.

(b) As of the date hereof, the Reporting Person has the sole power to vote or direct the voting of, or dispose or direct the disposition of 5,697,121 Shares. The Reporting Person shares power with Courtney Benoist, the trustee (the “Trustee”) of the Fish Children 2000 Trust to vote or direct

the voting of, or dispose of 2,150,000 Shares held by the Fish Children 2000 Trust. The Trustee’s address is c/o Jason M. Fish, CapitalSource Inc., 4445 Willard Avenue, 12th Floor, Chevy Chase, MD 20815. The Trustee is a citizen of the United States, is not presently employed, and has not been involved in any proceeding described in Items 2(d) or (e).


Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to a Waiver, dated as of January 26, 2004 (the “Waiver”), Credit Suisse First Boston LLC, Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC (collectively, the “Underwriters”) waived the provision contained in Section 5(j)(ii) of that certain Underwriting Agreement between the Issuer and the Underwriters, dated as of August 6, 2003, which prohibited the Reporting Person from publicly disclosing the intention to make an offer, sale, pledge or disposition, or enter into any other such arrangement, without, in each case, the prior written consent of the Underwriters. This summary of the Waiver is qualified in its entirety by the full terms and conditions of the Waiver. For a copy of the Waiver, see Exhibit 1 hereto.

Exhibit 1. Waiver, dated January 26, 2004, duly authorized by Credit Suisse First Boston LLC, Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC (filed herewith).

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Reference hereby is made to that certain Underwriting Agreement, dated August 6, 2003 (the “Underwriting Agreement”), executed in connection with the initial public offering of CapitalSource Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined have the meanings ascribed to them in the Underwriting Agreement.

The undersigned, as Representatives of the several Underwriters, hereby waive the provision contained in Section 5(j)(ii) of the Underwriting Agreement prohibiting the Selling Stockholders, including those Selling Stockholders named on Schedule A hereto (the “Schedule A Selling Stockholders”), from publicly disclosing the intention to make any offer, sale, pledge or disposition, or enter into any other such arrangement, without, in each case, the prior written consent of the Representatives. The foregoing waiver is solely (i) for the benefit of the Schedule A Selling Stockholders and (ii) to allow the Schedule A Selling Stockholders to amend on or after January 26, 2004 the Schedules 13D previously filed with the Commission to reflect each such Schedule A Selling Stockholder’s present intention to sell a portion of its Securities in a proposed underwritten offering managed by, among other underwriters, Credit Suisse First Boston LLC and Citigroup Global Capital Markets Inc.

The waiver granted hereby does not constitute a waiver of any other provision of the Underwriting Agreement, including but not limited to the lock-up agreements contained in Section 5(h) and 5(j)(i), which provide that, for a period of 180 days after the date of the initial public offering of the Offered Securities, each of the Issuer and the Selling Stockholders, respectively, will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Securities or securities convertible into or exchangeable or exercisable for any shares of the Securities, without the prior written consent of the Representatives. All requirements and restrictions set forth in Underwriting Agreement shall otherwise continue to apply pursuant to its terms.

IN WITNESS WHEREOF, the undersigned have caused this Waiver to be signed by their respective officers thereunto duly authorized as of January 26, 2004.


		CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC. WACHOVIA CAPITAL MARKETS, LLC Acting on behalf of themselves and as the Representatives of the several Underwriters

		By CREDIT SUISSE FIRST BOSTON LLC

		By:		/s/ Chauncey Dewey

		Name: Chauncey Dewey Title: Director

		By CITIGROUP GLOBAL MARKETS INC.

		By:		/s/ Neil A. Mitchell

		Name: Neil A. Mitchell Title: Managing Director

		By WACHOVIA CAPITAL MARKETS, LLC

		By:		/s/ J. Brit Stephens

		Name: J. Brit Stephens Title: Managing Director

Farallon CS Institutional Finance II, L.P.
Farallon Capital Partners, L.P.
RR Capital Partners, L.P.
Madison Dearborn Capital Partners III, L.P.
Madison Dearborn Special Equity III, L.P.
Special Advisors Fund I, LLC
Wachovia Capital Partners LLC
John K. Delaney
Jason M. Fish


Item 4.	Purpose of Transaction


Item 7.	Materials to be Filed as Exhibits