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[PROSKAUER ROSE LLP LETTERHEAD]

March 2,
2009

United
States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christian T. Sandoe, Senior Counsel

Re:

 Ares Capital Corporation Preliminary Proxy Statement Initially Filed January 28, 2009 (File No. 814-00663)

Dear
Mr. Sandoe:

        Pursuant
to our telephone conversation on February 27, 2009, we are providing you with the most recent draft of the proxy statement to be filed by Ares Capital Corporation (the
"Fund"). We are concurrently filing via EDGAR as a correspondence filing this letter with the revised proxy statement as an attachment (marked to show changes from the last correspondence filling)
that has been revised to include appropriate disclosure with regard to the expansion of the Board of Directors of the Fund by two additional directors on February 26, 2009. In addition, we have
filled in some of the blank information (including the percentage limitation for the NAV proposal) and made some stylistic changes.

        The
Fund understands that:

        (a)   the
Fund is responsible for the adequacy and accuracy of the disclosure in the filings;

        (b)   Staff
comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with
respect to the filings; and

        (c)   the
Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

        We
look forward to discussing with you any additional questions you may have regarding the Fund's proxy statement. As always, thank you for your assistance and please do not hesitate to
call me at (310) 284-4544 with any additional questions or comments. Please note that the Fund would like to finalize the proxy statement so that it can mail at the end of this
week, if possible.

Very truly yours,

/s/ MONICA J. SHILLING

  Monica J. Shilling

Enclosures

cc:    Michael
D. Weiner, General Counsel of Ares Capital Corporation

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 SCHEDULE 14A

Proxy
Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )

 Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

 ý

Preliminary Proxy Statement

 o

 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 o

Definitive Proxy Statement

 o

Definitive Additional Materials

 o

Soliciting Material Pursuant to §240.14a-12

 ARES CAPITAL CORPORATION

  (Name of Registrant as Specified In Its Charter)

  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 ý

No fee required.

 o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

 o

Fee paid previously with preliminary materials.

 o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

 [Ares Capital Corporation Logo]

Ares Capital Corporation
  280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

March 6, 2009

Dear
Stockholder:

        You are cordially invited to attend the 2009 Annual Meeting of Stockholders (the "Annual Meeting") of Ares Capital Corporation (the "Company") to be held on May 4, 2009 at
8:30 a.m., Central Time, at The Palmer House Hilton, 17 East Monroe Street, Chicago, Illinois, United States 60603.

        The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. At the meeting, you will be asked to elect three directors
of the Company, to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm, to approve a proposal to authorize flexibility for the Company, with the
approval of its board of directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share subject to certain limitations set forth herein
(including, without
limitation, that the number of shares issued does not exceed 25% of its then outstanding common stock), to approve a proposal to authorize the Company to sell or otherwise issue warrants or securities
to subscribe for or convertible into shares of its common stock subject to certain limitations set forth herein (including, without limitation, that the number of shares issuable does not exceed 25%
of its then outstanding common stock and that the exercise or conversion price thereof is not, at the date of issuance, less than the greater of the market value per share and the net asset value per
share of its common stock) and to consider and vote upon a stockholder proposal, if presented at the Annual Meeting, to request that the board of directors take the necessary steps to declassify the
board of directors and require annual election of all the Company's directors.

        Your
vote is important regardless of the number of shares you own. We urge you to fill out, sign, date and mail the enclosed proxy card or authorize your proxy as soon as possible even
if you currently plan to attend the Annual Meeting. This will not prevent you from voting in person but will assure that your vote is counted if you are unable to attend the meeting.

        On
behalf of your board of directors, thank you for your continued interest and support.

Sincerely,

 Bennett Rosenthal
 Chairman of the Board of Directors

1

 [Ares Capital Corporation Logo]

Ares Capital Corporation

280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 4, 2009

To the Stockholders of Ares Capital Corporation:

        Notice is hereby given that the 2009 Annual Meeting of the Stockholders (the "Annual Meeting") of Ares Capital Corporation, a Maryland corporation (the "Company"), will be held on
May 4, 2009 at 8:30 a.m., Central Time, at The Palmer House Hilton, 17 East Monroe Street, Chicago, Illinois, United States 60603, for the following
purposes:

1.To
elect three directors to serve for a term of three years, and until their successors are duly elected and qualified;

2.To
consider and vote upon the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the year
ending December 31, 2009;

3.To
consider and vote upon a proposal to authorize flexibility for the Company, with the approval of its board of directors, to sell or otherwise issue shares
of its common stock at a price below its then current net asset value per share subject to certain limitations set forth herein (including, without limitation, that the number of shares issued does
not exceed 25% of its then outstanding common stock);

4.To
consider and vote upon a proposal to authorize the Company to sell or otherwise issue warrants or securities to subscribe for or convertible into shares
of its common stock subject to certain limitations set forth herein (including, without limitation, that the number of shares issuable does not exceed 25% of its then outstanding common stock and that
the exercise or conversion price thereof is not, at the date of issuance, less than the greater of the market value per share and the net asset value per share of its common stock);

5.To
consider and vote upon a stockholder proposal, if presented at the Annual Meeting, to request that the board of directors take the necessary steps to
declassify the board of directors and require annual election of all the Company's directors; and

6.To
consider and take action upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

        Only
the holders of record of shares of common stock of the Company at the close of business on March 2, 2009 will be entitled to receive notice of and vote at the meeting.

        It
is important that all stockholders participate in the affairs of the Company, regardless of the number of shares owned. Accordingly, the Company urges you to promptly fill out, sign,
date and return the enclosed proxy card even if you plan to attend the meeting. Instructions are shown on the proxy card.

        You
have the option to revoke the proxy at any time prior to the meeting, or to vote your shares personally on request if you attend the meeting. If there are not sufficient votes for a
quorum or to

approve
or ratify any of the foregoing proposals at the time of the Annual Meeting, the meeting may be adjourned in order to permit further solicitation of proxies by the Company.

By Order of the Board of Directors,

 Merritt S. Hooper
 Secretary

New
York, New York

March 6, 2009

[Ares Capital Corporation Logo]

Ares Capital Corporation

280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

  Proxy Statement
  2009 Annual Meeting of Stockholders

        The proxy card that accompanies this statement is being solicited by the board of directors of Ares Capital Corporation, a Maryland
corporation (the "Company," "we," "us" or "our"), for use at the 2009 Annual Meeting of Stockholders (the "Annual Meeting") to be held on May 4, 2009 at 8:30 a.m., Central Time, at The
Palmer House Hilton, 17 East Monroe Street, Chicago, Illinois, United States 60603, or at any adjournment or postponement thereof. This proxy statement, the accompanying proxy card and the
Company's Annual Report on Form 10-K, which includes audited financial statements for the year ended December 31, 2008, are first being sent to the Company's stockholders on
or about March 6, 2009.

        We encourage you to vote your shares, either by voting in person at the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign
and date the accompanying
proxy card and the Company receives it in time for the Annual Meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specify.  If no specification is made, the votes
entitled to be cast by such shares will be cast FOR the election of the three director nominees, FOR the ratification of KPMG LLP
as the Company's independent registered public accounting firm for the year ending December 31, 2009, FOR the proposal to authorize flexibility for the Company, with the approval of its board
of directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share subject to certain limitations set forth herein (including, without
limitation, that the number of shares issued does not exceed 25% of its then outstanding common stock), FOR the proposal to authorize the Company to sell or otherwise issue warrants or securities to
subscribe for or convertible into shares of its common stock subject to certain limitations set forth herein (including, without limitation, that the number of shares issuable does not exceed 25% of
its then outstanding common stock and that the exercise or conversion price thereof is not, at the date of issuance, less than the greater of the market value per share and the net asset value per
share of its common stock) and, if presented at the Annual Meeting, AGAINST the stockholder proposal to request that the board of directors take the necessary steps to declassify the board of
directors and require annual election of all the Company's directors.

        Any
stockholder "of record" (i.e., you hold shares directly in your name) giving a valid proxy for the Annual Meeting may revoke it before it is exercised by giving a later-dated
properly executed proxy, by giving notice of revocation to the Company in writing before or at the Annual Meeting or by attending the Annual Meeting and voting in person. However, the mere presence at
the Annual Meeting of the stockholder does not revoke the proxy. If your shares are held for your account by a broker, bank or other institution or nominee, you may vote such shares at the Annual
Meeting only if you obtain proper written authority from your institution or nominee and present it at the meeting.

        Unless
revoked as stated above, the shares of common stock represented by valid proxies will be voted on all matters to be acted upon at the Annual Meeting. With respect to the election
of directors, proxies cannot be voted for a greater number of persons than the number of nominees named.

        The
board of directors is not aware of any matter to be presented for action at the Annual Meeting other than the matters set forth herein. Should any other matter requiring a vote of
stockholders arise, it is the intention of the persons named in the proxy to vote in accordance with

their
discretion on such matters. The stockholders of the Company have no dissenter's or appraisal rights in connection with any of the proposals described herein.

        The
record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on March 2, 2009. As of March 2, 2009, there were
97,152,820 shares of the Company's common stock outstanding. Each share of common stock has one vote. The presence, in person or by proxy, of the holders of shares of stock of the Company entitled to
cast a majority of the votes entitled to be cast shall constitute a quorum for the purposes of the Annual Meeting. If there are not sufficient votes for a quorum or to approve or ratify any of the
foregoing proposals at the time of the Annual Meeting, the chairman of the meeting or the stockholders who are represented may adjourn the Annual Meeting in order to permit further solicitation of
proxies by the Company. The persons named as proxies will vote those proxies for such adjournment, unless such proxies are marked to be voted against any proposal for which an adjournment is sought,
to permit the further solicitation of proxies.

        Abstentions and broker non-votes, where a broker proxy indicates that the nominee has not received instructions on a particular proposal and does not have discretionary
authority to vote the shares on such proposal, will be deemed to be present for the purpose of determining a quorum for the Annual Meeting. However, abstentions and broker non-votes are
not counted as votes cast. The affirmative vote of the holders of at least a majority of the total outstanding shares of the Company's common stock is required under the Company's Bylaws to approve
Proposal 1 (to elect three directors to serve for a term of three years, and until their successors are duly elected and qualified). For purposes of the vote on Proposal 1, abstentions and broker
non-votes will have the same effect as votes against this proposal.

        The
affirmative vote of at least a majority of all of the votes cast at a meeting at which a quorum is present is required for approval of Proposal 2 (to ratify the selection of
KPMG LLP as the Company's independent registered public accounting firm), Proposal 4 (to authorize the Company to sell or otherwise issue warrants or