SecProbe.io

April 23, 2009
BY FIRST CLASS MAIL

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

Re: Ares Capital Corporation (File No. 333-158211)

Dear Mr. Woronoff:

We have reviewed the registration statemen t for Ares Capital Corporation (the “Fund”)
filed on Form N-2 on March 25, 2009 in connecti on with the shelf regi stration of its common
stock, preferred stock, subs cription rights, warrants and debt s ecurities.  Based on our review of
the registration statement, we have the fo llowing comments.  The captions we use below
correspond to the captions the Fund uses in its registration statement.

PROSPECTUS :
 In Addition to Regulatory Restrictions that  Restrict Our Ability to Raise Capital, the
Revolving Credit Facility and the CP Funding Facility Contain Various Covenants Which, If Not Complied With, Could Accelerate Re payment Under These Facilities, Thereby
Materially and Adversely Affecting Our Liqui dity, Financial Condition and Results of
Operations (Page 24)
1. The first sentence of the second paragraph states that, as of December 31, 2008, the Fund
was in compliance with its financial and operati onal covenants.  Has the Fund determined its
compliance with the covenants as of a more recent date?  If so, please update this disclosure to
reflect whether the Fund is in compliance with  these covenants as of a more recent date.

There Are Significant Potential Conflicts of Interest that Could Impact Our Investment
Returns (Page 28)

2. The second sentence of the fifth paragraph states that to th e extent that the Fund or the
Adviser is able to exert influen ce over the Fund’s portfolio compan ies, the hurdles applicable to
the Fund’s incentive fee may provide the Adviser (subject to its fiduciary duty to us) with an
incentive to induce portfolio comp anies to accelerate or defer inte rest or other obligations owed

Michael A. Woronoff, Esq.
April 23 2009
Page 2

to the Fund from one calendar quarter to another under circumstances wh ere accrual would not
otherwise occur, such as accelera tion or deferral of the declarati on of a dividend or the timing of
a voluntary redemption.  Please describe in th is section the circumstances under which the
Adviser could engage in this activity without breaching its fiduciary duty to the Fund.

Use of Proceeds (Page 43)

3. Please disclose in this section how long it is expected  to take to fully invest net proceeds
in accordance with the Fund’s investment objectives  and policies, the reasons for any anticipated
lengthy delay in investing the net proceeds,  and the consequences of any delay.  See Item 7.2 of
Form N-2.

GENERAL COMMENTS:

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

5. We note that portions of the filing is inco mplete.  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.  6. If you intend to omit certain information from  the form of prospectus included with the
registration statement that are declared effective 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.  7. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection wi th your registration statement.
 8. 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 filing in response to
a comment, please indicate this fact in a supplemental letter a nd briefly state the basis for your
position.  9. 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.
April 23 2009
Page 3

 Notwithstanding our comments, in the ev ent the Fund requests acceleration of the
effective date of the pending registration statement,  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
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Fund from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; 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 response to our comments on your filing.    We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion 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