SecProbe.io

DIVISION  OF
INVESTMENT  MANA GEMENT

UNITED STATES

SECURITIES  AND  EXCHANGE  COMMISSION

WASHINGTO N ,  D.C.  20S49

May 24, 2013

Monica  J. Shilling,  Esq.
Proskauer Rose  LLP
2049 Century  Park East, 32nd Floor
Los Angeles,  CA 90067

Re:  Ares  Capital  Corporation
File Nos. 333-188175 and 814-663

Dear  Ms. Shilling,

On April26,  2013, you filed a registration  statement on Form  N-2 for Ares  Capital
Corporation (the "Fund")  in connection  with the shelf registration  of its common stock, preferred
stock, debt securities,  subscription rights,  warrants,  and units.

We have  reviewed  the registration  statement,  and have  provided our comments  below.
For convenience,  we generally  organized our comments  using  headings,  defined terms  and page
numbers  found in the registration  statement.  Where  a comment  is made  in one location, it is
applicable to all similar  disclosure  appearing  elsewhere in the registration  statement.

Prospectus  Summary -The Company -About  Ares  (Page  4)

1.  The infonnation on this page concerns  Ares,  the adviser's  parent  compan y.  The
Prospectus  Summary  should provide  a clear  and concise  description of the "key features  of the
offering  and the Registrant."  See Fom1 N-2, Instruction to Item 3.2.  We do not object  to the
inclusion in the Prospectus  Summary  of information  about  the Fund's  adviser, but information
about  the adviser 's parent  should be presented  later in the prospectu s.

Prospectus  Summary -Risk  Factors  (Pages  10-13)

2.  Please  set forth only the principal  risks  of the Fund in the Prospectus  Summary,  and
present  the other risks  later in the prospectus .  See Form  N-2, Item 8.3.a.

Monica  J. Shilling, Esq.
Page  2 of 4

Prospectus  Summary  -Offering s (Page  14)

3.  Does  the Fund intend to distribute  returns  of capital?  If so, please disclose  and explain
the consequences  of return of capital  distribution s, i.e. , that the distribution is a return of the
shareholder' s original  investment (which  though not currently  taxable  will lower  his or her basis
in the Fund, thus potentially  subjecting  the shareholder to future  tax consequences  in connection
with the sale of fund shares,  even  if sold at a loss to the shareholder's  original  investment ).

Prospectus  Summary -Fees and Expenses -Fee Table  (Page  16)

4. Please  confirm  that the expenses  ofthe  Senior Secured  Loan  Program  are included in the
Acquired  Fund Fees and Expenses  line item of the fee table.
Prospectus  Summary  -Fees and Expenses -Example  (Page  19)
5.  Footnote  1 on this page  explains  that the expense  example  provided in the text assumes
no capital  gains,  and then provides  (in the footnote) what  expenses  would be if the 5% return was
entirely  from  net realized  capital  gains.  Please  remove  this information from  the footnote  and
add an additional  line item to the expense  example illustrating  the expenses  that would be
incurred if the 5% return used in the example  was made  entirely  of net realized  capital  gains.
Prospectus  Summary -Use of Proceeds  (Page  51)
6.  This section  discusses the Fund 's use of proceeds  from  the sales  of its securities.  Please
confirm  to us that prospectus  supplements  filed in connection with each future  offering  will
disclose  how long it will take the Fund to invest  all or substantially  all of the proceeds  of the
offerings  in accordance with the Fund's  investment objective.  See Form  N-2, Item 7.2.

Additionally,  if the Fund expects  the investment  period to exceed  three months, please
disclose  in the prospectus  suppl ements  the reasons  for the expected  delay.  See Guide  1 to Form
N-2.

Management -Directors  (Page  117)

7. Please  provide  the infonnation  requested by Fonn N-2, Item 18.1 in the tabular  fonnat
provided therein.

GENERAL  COMMENTS

8. We note that portions  of the filing  are incomplete.  We may have  additional  comments  on
such portions  when  you complete  them  in pre-effecti ve amend ments, on disclosures  made  in
respon se to this letter,  on information  you supply  to us, or on exhibits  added  in any pre-effecti ve
amendmen ts.

Monica  J. Shilling, Esq.
Page  3 of 4

9. If you intend to omit certain  infonnation  from  the form  of prospect us included  with the
registration  statement that is declared  effective,  in reliance on Rule  430A  under the Securities
Act of 1933 (the "Securities  Act"),  please  identify  the omitted  infonnation  to us, preferably
before  filing  the final pre-effective  amendment.

10.  Please  advise  us if you have  su bmitted  or expect  to submit  an exemptive  application  or
no-action  request  in connection with your registration statement.

11. Responses  to this letter  should be in the fom1 of a pre-effective  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 letter  to us and briefly  state the basis  for your position.

12.  We urge all persons  who are responsi ble for the accuracy  and adequacy  ofthe  disclosure
in the filing  reviewed  by the staff to be certain  that they have  provided all infonnation  investors
require  to make 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.

Notwithstanding  our comments, in the event  the Fund requests  accelera tion of the
effective  date of the pending  registration  statement,  it should  furnish a letter,  at the time of such
request,  acknow ledging  that:

•  should the Commission  or the staff,  acting  pursuant  to delegated  authority, declare the
filing  effective,  it does not foreclose  the Commission  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 a defense  in any proceeding  initiated  by the
Commission  or any person under the federal  securities  laws of the United  States.

In addition, please  be advised  that the Division of Enforcement  has access  to all
information  you provide  to the staff of the Division  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  ofthe  effective  date ofthe  registration
statement as a confirmation of the fact that those  requesting  acceleration  are aware of their
respective  responsibilities.  We will act on the request  and, pursuant  to delegated  authority, grant
acceleration  of the effective  date.

Monica  J. Shilling, Esq.
Page  4 of 4
dJtutr

Should you have  any questions prior to filing  a pre-effective  amendment,  please feel free
to contact  me at 202-551-4447.

Sincerely,
tu. Jtt

Amy  W. Miller
Senior Counsel
cc:  Michael  Shaffer,  SEC