SecProbe.io

March 7, 2008

BY FIRST CLASS MAIL

Michael A. Woronoff, Esq.
Proskauer Rose LLP
2049 Century Park East, 32nd Floor
Los Angeles, CA 90067-3206

Re: Ares Capital Corporation (File Nos. 333-149109 & 333-149139)

Dear Mr. Woronoff:

We have reviewed the registration statements  for Ares Capital Cor poration (the “Fund”)
filed on Form N-2 on February 7, 2008 in connec tion with the registrati on of its common stock
and rights to purchase its comm on stock and on February 11, 2008 in connection with the shelf
registration of its common stock, preferred st ock, subscription rights, warrants and debt
securities.  Based on our review of the registrati on statements, we have the following comments.
The captions we use below correspond to the captions the Fund uses in its registration
statements.  Unless otherwise noted, the page numbe rs referenced in this letter relate to the
February 11, 2008 registration statement.  Please note that the comments we give in one section
are applicable to other sections  of both registration statements that contain similar disclosure.

PROSPECTUS :

Cover Page (February 7, 2008 Filing)

1. The third sentence of the first paragraph states that record date stockholders will receive ____ right for each ___ shares of common stock owned on the record date.  The Fund is reminded that a transferable rights offering may not issue more than one share for every three
rights held.  Additionally, please explain to us ho w these offerings of transferable rights will
comply with Section 23(b) of the Investment Company Act of 1940. See Section 23(b) of the
Investment Company Act; Association of Publicly  Traded Investment Funds (pub. avail. Aug. 2,
1985); and Pilgrim Regional Bank Shares, Inc. (pub. avail. Dec. 11, 1991).

2. The last sentence of the first paragraph stat es that record date stockholders who fully
exercise their rights will be entitled to subscribe, subject to  certain limitations and pro rata
allocation, for additional shares that remain unsubscr ibed as a result of a ny unexercised rights.

Michael A. Woronoff, Esq.
March 7, 2008
Page 2

Please explain to us what the Fund will do if the Shares available are not sold, e.g., de-register
them.

Cover Page (February 11, 2008 Filing)

3. The securities to be registered on the Fe bruary 11, 2008 registration statement include
subscription rights.  Please explain to us the le gal basis permitting the Fund to register and offer
subscription rights in a shelf regi stration statement.  In particul ar, please address how such an
offering would be consistent with Nuveen Virg inia Premium Income Municipal Fund (pub. avail.
October 6, 2006).

4. The securities to be registered on the Fe bruary 11, 2008 registration statement include
preferred stock and debt.  Please explain to us whether the Fund has a ny current intention to
issue preferred stock or debt pursuant to this  registration statement within the next year.

Risk Factors – Risks Relating to Our Business (Page 6)

5. The fifth bullet point states that there are significant potential conflicts of interest that
could impact the Fund’s investment returns.  Pl ease explain in this se ction specifically what
potential conflicts of interest could impact the Fund’s investment returns.

Fees and Expenses (Page 10)

6. As the first paragraph of the Prospectus Summ ary on page 1 of the prospectus states that
the term “us” refers to the Fund, the line item heading “Sales load paid by us” suggests that the
Fund, rather than shareholders, wi ll pay the sales load.  Unless the Fund will pay the sales load,
please revise this heading to re flect that shareholders will be  responsible for paying the sales
load.

6. Footnote (8) on page 11 explains that the ca lculation of interest payments on borrowed
funds represents the Fund’s annualized interest expenses based on actual interest and credit
facility expenses incurred for the nine months ended September 30, 2007.  Please revise this
calculation (and related footnote disclosure) to reflect the Fund’s actual expenses for the entire fiscal year ended December 31, 2007.  In addition, the fourth sentence of this footnote indicates
that the figure is based on the assumption that the Fund’s borrowings and in terest costs after an
offering will remain similar to those prior to such offering.  As the February 11, 2008 registration
statement registers debt securities, please conf irm to us that this assumption remains valid.

Michael A. Woronoff, Esq.
March 7, 2008
Page 3

Risk Factors – Risks Relating to Our Business - We Borrow Money, Which Magnifies the
Potential for Gain or Loss on Amounts Invested and May Increase the Risk of Investing With Us (Page 21)

7. The first sentence of the second paragraph stat es that the Fund’s cr edit facilities impose
financial and operating covenant s that restrict the Fund’s bus iness activities, including
limitations that could hinder its ab ility to finance additional loans and investments or to make the
distributions required to maintain its status as a registered in vestment company under Subchapter
M of the Internal Revenue Code.  Please provid e to us copies of any documentation for these
credit facilities that set forth the limitations imposed on the Fund under these agreements and any
rights exercisable by its lenders pursuant to these agreements.

Use of Proceeds (Page 37)

8. The first sentence of the first paragraph stat es that the Fund may use the proceeds of the
offering to repay indebtedness.  If this represents  a material part of the proceeds of the offering,
please state the interest rate a nd maturity of the indebtedness. See Instruction 2 to Item 7.1 of
Form N-2.

Recent Developments (Page 57)

9. The first two sentences of the first para graph state that on October 18, 2007, the Fund
entered into an amendment to extend the matur ity of the CP Funding Facility to October 8, 2008
and that the interest rate ch arged on the CP Funding Facility was increased to the commercial
paper rate plus 1.00%.  Please disclose in this se ction what the interest rate was charged on the
CP funding Facility pr ior to October 18, 2007.

Portfolio Managers (Page 87)

10. The first paragraph of this section indi cates that the portfolio managers’ primary
responsibility is to recommend investments fo r approval to the Investment Committee.
Disclosure elsewhere in the prospectus indicates that a decision to  make an investment requires
the substantial consensus of the Investment Co mmittee.  It appears that the members of the
Investment Committee, rather th an the Fund’s portfolio managers, have primary responsibility
for the day-to-day management of the Fund’s portf olio.  As such, please provide the information
required by Items 9 and 21 of Form N-2 for at le ast five members of the Investment Committee
that have the most significant responsibility for the day-to-day ma nagement of the Registrant's
portfolio.

Description of Our Subscription Rights – General (Page 118)

11. This section indicates that a prospectus summary will be distributed to shareholders which will describe the material terms of any subs cription rights to be offered.  Please set forth in

Michael A. Woronoff, Esq.
March 7, 2008
Page 4

this section any limits applicable to such a righ ts offering such as the minimum number of days
that a rights offering may remain open and the number of rights that may be issued per share.  In
addition, please provide to us a form of any supplement that the Fund intends to file in
connection with any offering of  subscription rights under th ese registration statements.

12. The eleventh bullet point under the second paragraph suggests that the Fund may enter
into a standby underwriting arrangement in c onnection with a subscription rights offering.
Please explain to us whether the Fund intends to enter into such an underwriting arrangement.  If
the Fund has no intention of making such an offe ring, please delete this bullet point from this
section.  In addition, please explain to us how the Fund would make such an offering in a manner
consistent with Section 23(b) of the Investment Company Act.

GENERAL COMMENTS

13. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statements.

14. We note that portions of the filings are in complete.  We may have additional comments
on such portions when you complete them in pre-effective amendments, on disclosures made in response to this letter, on info rmation supplied supplementally, or on exhibits added in any pre-
effective amendments.

15. If you intend to omit certain information from  the form of prospectus included with the
registration statements that are declared eff ective in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us supplementally, preferably before filing the final pre-effective amendments.

16. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection wi th your registration statements.

17. Response to this letter shoul d be in the form of a pre-e ffective amendment filed pursuant
to Rule 472 under the Securities Act.   Where no change will be made in the filings in response to
a comment, please indicate this fact in a supplemental letter a nd briefly state the basis for your
position.

18. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the Fund  and its management are in possession of all
facts relating to the Fund’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Michael A. Woronoff, Esq.
March 7, 2008
Page 5

 Notwithstanding our comments, in the ev ent the Fund requests acceleration of the
effective date of the pending registration statements , it should furnish a letter,  at the time of such
request, acknowledging that

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filings effective, it does not foreclose the Commission from taking any action with
respect to the filings;
‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filings effective,  does not relieve the Fund from  its full respons ibility for the
adequacy and accuracy of the disclosure in the filings; and
‚ the Fund may not assert this action as de fense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in re sponse to our comments on your filings.

We will consider a written request for acceleration of the effective date of the registration
statements as a confirmation of the fact that  those requesting accelera tion are aware of their
respective responsibilities.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

* * * * * * *

If you have any questions prior to filing a pr e-effective amendment, please call me at
(202) 551-6949.

Sincerely,

Christian T. Sandoe
Senior Counsel