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CORRESP
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[PROSKAUER
ROSE LLP LETTERHEAD]

April 29,
2010

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 April 14, 2010

(File No. 814-00663)

Dear Mr. Sandoe:

In
a telephone conversation on April 23, 2010, you provided us with comments
on the preliminary proxy statement filed by Ares Capital Corporation (the “Fund”)
on April 14, 2010.  We have revised
the Fund’s proxy statement to respond to the comments you provided during the
telephone conversation.  We are
concurrently filing via EDGAR as a correspondence filing this letter.

Set
forth below are the comments of the staff of the Securities and Exchange
Commission (the “Staff”) verbally provided by you and immediately below each
comment is the response with respect thereto and, where applicable, the
relevant revised disclosure.

Introductory Language, page 1

1.              You asked
the Fund to revise the first page of the proxy statement to clarify how
stockholders whose shares are held through a broker, bank or other institution
or nominee can revoke their proxies before the stockholder vote.

The
Fund has revised the third paragraph on page 1 of the revised proxy
statement to add the following sentence:

“If
your shares are held for your account by a broker, bank or other institution or
nominee, to revoke any voting instructions prior to the time the vote is taken
at the Annual Meeting, you must contact such broker, bank or other institution
or nominee to determine how to revoke your vote in accordance with their
policies a sufficient time in advance of the Annual Meeting.”

Proposal 1, page 3

2.              You asked
the Fund to revise the heading of the last column of the table on page 3 to
make it clear that the information included is for the past 5 years.

The Fund has revised the heading of the last column
of the table on page 3 to read “Other Directorships of Public or
Registered Investment Companies Held by Director or Nominee for Director During
Past 5 Years” and has revised the table to include all the other directorships
of public or registered investment companies held by each director or director
nominee during the past 5 years.

Board’s Role in Risk Oversight, page 15

3.              You asked
the Fund to explain what effect the manner in which the Fund’s board of
directors administers its risk oversight function has on the board’s leadership
structure as required by Item 407(h) of Regulation S-K.

The
Fund has inserted the following paragraph after the fourth paragraph in the
Board Role in Risk Oversight section on page 13 of the revised proxy
statement:

“The
Company believes that the extent of its board’s (and its committees’) role in risk
oversight complements its board’s leadership structure because it allows the
Company’s independent directors, through the two fully independent board
committees, executive sessions with the Chief Compliance Officer, auditor and
independent valuation providers, and otherwise, to exercise oversight of risk
without any conflict that might discourage critical review.”

Nominating Committee, page 16

4.              You asked
the Fund to clarify whether the Fund’s nominating committee (or the board) has
a policy with regard
to the consideration of diversity in identifying director nominees and to
describe how the nominating committee (or the board) assesses the effectiveness
of its policy.

The
Fund has revised the third paragraph of the Nominating Committee section on page 14
of the revised proxy statement to read as follows:

“In considering which persons to nominate as
directors for election by stockholders, the Company’s board of directors and
its nominating committee consider the diversity of skills, experiences and perspectives
of candidates.  The nominating committee
has adopted certain policies regarding director nominations that provide that
the Board shall take into account candidates that represent a range of
backgrounds and experience.  As required
by such policies, qualified candidates for membership on the board of directors
will be considered without regard to race, color, creed, religion, national
origin, age, gender, sexual orientation or disability. The nominating committee
will review and evaluate each candidate’s character, judgment, skills
(including financial literacy), background, experience and other qualifications
(without regard to whether a nominee has been recommended by the Company’s
stockholders), as well as the overall composition of the board of directors,
and recommend to the board of

2

directors
for its approval the slate of directors to be nominated for election at the
annual meeting of the Company’s stockholders.
In general, the Company seeks a board of directors that includes a
diversity of perspectives and a broad range of experiences and includes
individuals that possess backgrounds, skills, expertise and attributes that
allow them to function collaboratively and effectively together in their
oversight of the Company.  The Company’s
board of directors and its nominating committee periodically review board
composition and the policies with respect thereto and as part of this review,
the nominating committee evaluates the effectiveness of its policies, including
the provisions with respect to diversity.”

Additional Changes

As we discussed, the Fund
has made additional changes to the proxy statement to include appropriate
disclosure with regard to the proposed expansion of the Board of Directors of
the Fund by two additional directors on April 29, 2010.  We have included the new proposed director
information in brackets pending board action at a meeting scheduled later today
on a nominating committee recommendation.
In addition, the Fund has made certain non-substantive changes such as filling
in blanks, updating information and making stylistic changes.  To aid your review, we have attached to this
letter an interim draft of a revised proxy statement reflecting proposed
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.  As we discussed, the Fund must finalize and
file the definitive proxy statement by the end of the day on Friday, April 30,
2010.

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  Very
  truly yours,

  /s/
  MONICA J. SHILLING

  Monica J. Shilling

Enclosures

cc:           Joshua M. Bloomstein, General Counsel of Ares
Capital Corporation

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  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  x

  Filed by a Party other than the
  Registrant  o

  Check the appropriate box:

  x

  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):

  x

  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

280 Park
Avenue, 22nd Floor

Building
East

New
York, NY 10017

April [
],30, 2010

Dear Stockholder:

You are cordially invited to attend the 2010 Annual
Meeting of Stockholders (the “Annual Meeting”) of Ares Capital Corporation (the
“Company”) to be held on June [7],7,
2010 at 10 a.m., Central Time, at [
]The Elysian Hotel, 11 East Walton
Street, Chicago, Illinois, United States [    ].60611.

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 two[three] directors of the Company, to ratify the selection of KPMG
LLP as the Company’s independent registered public accounting firm and to
approve a proposal to authorize 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).

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 by telephone or
through the Internet 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

Ares Capital Corporation

280 Park
Avenue, 22nd Floor

Building
East

New
York, NY 10017

NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS

TO BE
HELD ON JUNE [7],7, 2010

To the Stockholders of Ares Capital Corporation:

Notice is hereby given that the 2010 Annual Meeting of
the Stockholders (the “Annual Meeting”) of Ares Capital Corporation, a Maryland
corporation (the “Company”), will be held on June [7],7, 2010 at 10 a.m., Central Time, at [     ]The
Elysian Hotel, 11 East Walton Street, Chicago, Illinois, United States [    ],60611,
for the following purposes:

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

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, 2010;

3.                                       To consider and vote upon a proposal to
authorize 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); and

4.                                       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 May 5, 2010 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 or authorize your proxy
by telephone or through the Internet 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

April [   ],30, 2010

Ares Capital Corporation

280 Park
Avenue, 22nd Floor

Building
East

New
York, NY 10017

Proxy Statement

2010
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 2010
Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June [7],7, 2010 at 10 a.m., Central Time, at [    ]The
Elysian Hotel, 11 East Walton Street, Chicago, Illinois, United States [    ],60611,
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,
2009, are first being sent to the Company’s stockholders on or about May [5],11, 2010.

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 accompanyingauthorize your 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 two[three] director
nominees, FOR the ratification of KPMG LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2010 and FOR the
proposal to authorize 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).

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 mee